Hamilton Beach Brands Holding Company | 2024 Annual Report
Hamilton Beach Brands Holding
Company 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.
Our owned consumer brands
include Hamilton Beach®, Proctor Silex®,
Hamilton Beach Professional®, Weston®,
and TrueAir®.
Our owned commercial brands
include Hamilton Beach Commercial®
and Proctor Silex Commercial®.
We license the brands for CHI®
premium garment care products,
Clorox™ home appliances, and Brita
Hub™ countertop electric water filtration
appliances. We have exclusive multi-
year agreements to design, sell, market,
and distribute Bartesian® premium
cocktail makers and Numilk® plant-
based milk makers.
Our Hamilton Beach Health subsidiary
is focused on expanding our participation
in the home health and medical market.
In February 2024, Hamilton Beach Health
acquired HealthBeacon PLC, a medical
technology firm and strategic partner of
ours since 2021. HealthBeacon develops
connected devices that enable patients
with chronic conditions to manage their
injectable medication regimens at home,
and it provides other health services.
About The Company
Achieve leadership
positions in consumer,
commercial and health
appliances with our
preferred portfolio of
brands and products.
Deliver profitable
growth from innovative
solutions that improve
everyday living.
Registered Trademarks: CHI® - Farouk Systems, Inc.; Clorox® – The Clorox
Company; Brita® – Brita LP; Bartesian® - Bartesian Corp.; Numilk® - Plant Tap, Inc.
Our leading portfolio of iconic
consumer brands ranges from value to
luxury products, across a wide range of
price points. We participate in more than
50 product categories. Our brands have a
strong presence in all the retail channels
where consumers buy small kitchen
appliances, including the fast-growing
ecommerce channel.
The principal market for our consumer
products is North America, including
the United States, Canada, Mexico, and
Latin America. Our commercial products
are sold globally to food service and
hospitality customers around the world.
Our home healthcare products are
sold globally.
OUR PORTFOLIO OF LEADING BRANDS
OUR VISION
OUR MISSION
ANNUAL REPORT 2024 | HAMILTON BEACH BRANDS HOLDING COMPANY
To Our Shareholders
The Smart Sharps Bin and its
companion app track patient adherence.
The system provides
secure injector storage.
The system enables safe disposal
through a mail-back service.
HOME HEALTH PRODUCTS
I am delighted to have this opportunity
to report on our 2024 results. It was an
incredible honor to become President
and CEO of the Company last year. This
transition marked the culmination of a
long-standing management succession
plan implemented by the Board of
Directors. I am excited to continue my
31-year history of working with our highly
capable global team as we strive to build
upon our many successes.
2024 Performance
Highlights
Hamilton Beach Brands delivered
an outstanding year in 2024, driven
by continued progress with our six
strategic initiatives.
Our revenue growth outpaced the small
kitchen appliance industry and increased
4.6% to $654.7 million. Retail customers
and consumers responded favorably
to our many innovative new product
offerings. Our ongoing commitment to
innovation fueled market share gains
for our core business and accelerated
our participation in the premium and
commercial small appliance markets.
We remain focused on expanding our
gross profit and operating profit margins.
In 2024, our gross profit margin expanded
by 300 basis points to 26.0%, which was
well above the high end of our historical
range. This expansion was primarily due
to a continued shift in our product mix to
premium, commercial and health brands,
which generate higher margins than our
core brands.
As a result of our gross profit margin
expansion, operating profit increased
23.1% to $43.2 million.
This strong performance generated
$65.4 million in cash flow from operating
activities. Our priority uses of cash were
to invest in our business, return capital to
our shareholders through our quarterly
dividend and share repurchases, and to
fund the acquisition of HealthBeacon.
We ended the year with a strong
balance sheet and high levels of liquidity.
Our strong financial position provides us
with the ability to pursue value-enhancing
opportunities and invest in growth.
HealthBeacon
Acquisition
A key highlight of 2024 was the
acquisition of HealthBeacon PLC,
a medical technology provider and
strategic partner of the Company’s since
2021. HealthBeacon develops digitally
connected devices that help patients
with chronic conditions manage critical
medications at home, and it provides
other healthcare services.
This acquisition represents a significant
step forward as we continue to implement
our strategy of accelerating the growth of
Hamilton Beach Health. Home healthcare
management is a fast-growing global
business, and we see tremendous
opportunities to leverage our core
strengths as a participant in this market.
The acquisition combines Hamilton
Beach’s trusted brand name and our
Hamilton Beach
Brands delivered
an outstanding
year in 2024.
HAMILTON BEACH BRANDS HOLDING COMPANY | ANNUAL REPORT 2024 | 1
designed to solve pressure points and
improve everyday living.
In the last five years, we have launched
over 250 new product platforms,
reinforcing our dedication to staying
ahead of market trends and consumer
expectations. Our goal with every new
product is to offer unique benefits that
exceed the needs of our customers and
create lasting value. Our robust innovation
pipeline supports all the markets in which
we participate.
Progress with
Strategic Initiatives
We made meaningful progress in 2024
with our six strategic initiatives, which
support our overarching goal of long-term
value creation by driving revenue growth,
expanding margins, and generating
strong cash flow.
Drive Core Growth
We have a strong portfolio of brands
that consumers love, anchored by our
two flagship brands, Hamilton Beach®
and Proctor Silex,® both of which are
household names.
This initiative is focused on driving the
growth of our core business, a critical
area where we are already leading the
market. Hamilton Beach® is the #1 small
kitchen appliance national brand in the
U.S. based on units sold.
Our growth plans center around
innovation and new product development.
In 2024, we benefited from an exciting
lineup of new products across high-
demand categories. Sales of our core
products increased 4.4%.
We are poised to drive success in
the largest part of our business by
CORE PRODUCTS
leadership in innovation, engineering,
and product development with
HealthBeacon’s digital capabilities,
patented technologies, and customer
relationships. We believe the acquisition
of HealthBeacon is a strong investment that
has the potential to increase shareholder
value over time as the business scales
and expands.
Our Hamilton Beach Health business
aims to empower patients to take
control of their health using in-home
solutions. Our first product is a smart
appliance that enables patients to
manage injectable medications at home
and safely dispose of needles. Sales
are principally through the specialty
pharmacy channel in the U.S. and direct
to pharmaceutical companies outside
the U.S. HealthBeacon’s revenue model
is subscription based.
HealthBeacon added a new revenue
stream during the year and contributed
$4.3 million in revenue for 2024.
Growth plans include adding new
patients with existing or new specialty
pharmacy customers and increasing the
number of chronic conditions treated
using the system. Hamilton Beach Health
also continues to explore collaboration
opportunities with other companies in
the home medical market.
Commitment
to Innovation
Hamilton Beach is a prominent name
in the world of small appliances, with
our brands holding leading positions in
several attractive categories. Our portfolio
is diverse, offering a good, better, and
best product assortment, from value
to luxury.
For 115 years, we have introduced
innovative products, driven by industry-
leading consumer research and new
product development. In 2024, our
commitment to innovation led to an
increase in dollar and unit market share.
Our Good Thinking® philosophy
underpins our consumer-driven
innovation. Through our research,
we develop a deep understanding of
consumer needs. We use those insights
to create innovative solutions that are
We acquired
HealthBeacon to
accelerate the
growth of Hamilton
Beach Health.
FlexBrew® Advanced 4-in-1
Coffee Maker
Defrost & Go™
Programmable Slow Cooker
Indoor Searing Grill with
Hot/Cold Smoke Infuser
Smooth Edge Cordless
Can Opener
2 | ANNUAL REPORT 2024 | HAMILTON BEACH BRANDS HOLDING COMPANY
Lead in the Global
Commercial Market
We continue to expand our
participation in the global commercial
market, a multi-billion-dollar opportunity
with significant growth potential.
We are investing in higher-margin
products designed for use in commercial
food service and beverage operations,
as well as hotel amenities. Our initiative
aligns with increasing demand for
durable, high-performance equipment.
We are investing in advanced
technologies for blending and mixing,
our heritage categories, and we are
implementing new systems and
PREMIUM PRODUCTS
driving core growth through market-
leading products, brand positioning, and
enhanced marketing efforts.
Importantly, the solid foundation of our
core business is enabling us to invest in
new growth initiatives in the premium,
commercial, and home health markets.
Gain Share in the
Premium Market
We continue to develop, license
and acquire brands to increase our
participation in the premium market,
an area where we see substantial
growth potential, as it represents 40%
of all small kitchen appliance sales in
the U.S. We have secured exclusive
multi-year trademark licensing and other
agreements with an increasing number
of premium consumer brands. These
agreements elevate our portfolio and
allow us to offer an array of higher margin
products. By expanding our presence
in the premium market through brand
partnerships and innovative product
offerings, we are well positioned to
significantly grow our share and increase
our revenue in this high-potential market.
In 2024, sales of our premium products
grew 4.4% and accounted for 15.2% of
total revenue.
equipment for back-of-house
food preparation.
In 2024, sales of our commercial
products remained steady with 2023,
with growth hampered somewhat by
soft international markets. Sales of our
commercial products accounted for 8%
of total revenue.
Growth plans are focused on
expanding customer relationships with
restaurant and hotel chains around
the world, increasing our footprint in
international markets, and building
strength in ecommerce.
Accelerate Digital
Transformation
Our ecommerce capability is well
developed as we have capitalized on
the consumer shift to online shopping.
Our brands have best-in-class retailer
support, driving prominent placement
on leading sites.
Our brands receive strong consumer
reviews and ratings. The average rating
for our brands is 4.5 stars.
We continue to invest in gaining
share in the ecommerce channel. We
collaborate closely with omnichannel and
online-only retail customers to leverage
fast-paced changes. Our online marketing
Our solid core
business allows
us to invest in
the Premium,
Commercial, and
Home Health
markets.
Weston® 2-in-1 XL Indoor Smoker
& 10-Quart Slow Cooker
CHI® SteamPress
3-in-1
Clorox™ Medium Room
Turbo Air Purifier
Bartesian® Premier
Cocktail Machine
HAMILTON BEACH BRANDS HOLDING COMPANY | ANNUAL REPORT 2024 | 3
This Annual Report to Stockholders contains forward-looking statements. For a discussion of the Risk
Factors that may cause the Company’s actual results to differ from these forward-looking statements,
please refer to page 5 in the enclosed Form 10-K for the year ended December 31, 2024.
COMMERCIAL PRODUCTS
programs are designed to connect with
consumers to increase awareness and
sell-through of our products.
In 2024, ecommerce sales accounted
for 44% of total sales in the U.S.
Leverage Partnerships
and Acquisitions
We also continue to focus on securing
businesses with a strategic fit to our
portfolio. We actively pursue additional
licensing agreements, strategic alliances,
and acquisitions to drive growth in all
our markets.
Looking Ahead
We are excited to carry the strong
momentum from last year into 2025.
I believe we are well positioned to build
upon our many successes.
We will continue to place the highest
priority on consumer driven innovation
that entails researching preferences and
introducing new products to address
those needs. We are focused on sales
and market share growth for our flagship
Hamilton Beach® and Proctor Silex® brands,
increasing our presence in the premium
and commercial markets, and growing our
global home healthcare solutions business.
Another key focus is to advance our work of
the past few years to diversify our supplier
base outside of China.
Our strengths include our talented and
dedicated employees, our commitment
to Teamwork, our Good Thinking®
culture, our passion for innovation, and
our unrelenting customer focus. We are
energized by the opportunity to deliver
on our long-term growth aspirations.
On behalf of the Board of Directors and
our executive team, I thank each one of
our employees for their contributions to
our success. In particular, I would like to
recognize and thank my predecessor,
Greg Trepp, for his 28 years of outstanding
leadership at our Company and for his
steadfast support during our transition.
I deeply appreciate our Board
of Directors whose broad range of
experience, wisdom and guidance helps
shape our strategic direction and enriches
our deliberations. Other significant
contributors to our success include our
retail customers, the consumers who
use our products, our suppliers and
business partners. We are grateful for
their support of our brands and products.
We also thank our shareholders for their
investment and support.
In closing, I have strong confidence
in the entire team at Hamilton Beach
Brands and our future growth potential.
We are excited to have the opportunity
to continue our work of long-term value
creation for all our stakeholders.
R. Scott Tidey
President and Chief Executive Officer
February 26, 2025
We are excited
to carry the
momentum from
last year into 2025.
Summit® Edge
High-Performance Blender
BigRig™ 9"/23 cm
Immersion Blender
Numilk® Commercial Machine
4 | ANNUAL REPORT 2024 | HAMILTON BEACH BRANDS HOLDING COMPANY
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 ended December 31, 2024
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)
Delaware
31-1236686
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
4421 Waterfront Dr. Glen Allen VA
23060
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (804) 273-9777
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, Par Value $0.01 Per Share
HBB
New 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 growth company” in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer þ
Non-accelerated filer
¨
Smaller reporting
company
☑
Emerging 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’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 28, 2024 (the last business day of the
registrant’s most recently completed second fiscal quarter): $110,166,670
Number of shares of Class A Common Stock outstanding as of February 21, 2025: 9,913,551
Number of shares of Class B Common Stock outstanding as of February 21, 2025: 3,601,557
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s Proxy Statement for its 2025 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
PAGE
PART I.
Item 1.
BUSINESS
1
Item 1A. RISK FACTORS
5
Item 1B. UNRESOLVED STAFF COMMENTS
14
Item 1C. CYBERSECURITY
15
Item 2.
PROPERTIES
16
Item 3.
LEGAL PROCEEDINGS
16
Item 4.
MINE SAFETY DISCLOSURES
16
PART II.
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
16
Item 6.
RESERVED
17
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
18
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
24
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
24
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
24
Item 9A. CONTROLS AND PROCEDURES
25
Item 9B. OTHER INFORMATION
25
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
25
PART III.
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
25
Item 11.
EXECUTIVE COMPENSATION
26
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
26
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
26
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
26
PART IV.
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
26
Item 16.
FORM 10-K SUMMARY
29
SIGNATURES
30
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
F-1
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 Brands
Holding Company is a holding company and operates through its indirect, wholly owned subsidiary, Hamilton Beach Brands,
Inc., a Delaware corporation (“HBB”).
We are a leading designer, marketer and distributor of a wide range of brand name small electric household and specialty
housewares appliances, and commercial products for restaurants, fast food chains, bars and hotels, and a provider of connected
devices and software for home healthcare management.
Our operations are managed and reported in two operating segments, each of which is a reportable segment for financial
reporting purposes: (1) Home and Commercial Products and (2) Health. During the years ended December 31, 2023 and 2022,
the Company had one operating and one reportable segment.
Home and Commercial Products
Our Home and Commercial Products segment includes consumer product revenue, primarily concentrated in North America,
consisting of sales of small electric household and specialty housewares appliances to traditional brick and mortar and
ecommerce retailers, distributors and directly to the end consumer. Also included in this segment is commercial product
revenue consisting of sales of products for restaurants, fast-food chains, bars and hotels. Approximately two-thirds of the
Company’s commercial sales are in the United States (“U.S.”) and the remaining is in markets across the globe.
Health
Our Health segment includes lease revenue in the U.S. and globally associated with leases of connected devices to specialty
pharmacy networks and pharmaceutical companies, as well as licensing revenue associated with agreements which grant
customers the right to use software for healthcare management.
We 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 our 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.
Sales and Marketing
We design, market and distribute a wide range of branded, small electric household and specialty housewares appliances,
including air fryers, blenders, coffee makers, food processors, indoor electric grills, irons, juicers, mixers, slow cookers, toasters
and toaster ovens. We also design, market and distribute commercial products for restaurants, fast food chains, bars and hotels.
We generally market our “good” and “better” consumer products under the Hamilton Beach® and Proctor Silex® brands. We
participate in the premium market with our owned brands Hamilton Beach® Professional and Weston® farm-to-table and field-
to-table food processing equipment. Additionally, we participate in the premium market through multiyear licensing agreements
to market and distribute CHI® premium garment care products, Clorox™ home appliances, Brita Hub™ countertop electric water
filtration appliances, the Bartesian® premium cocktail delivery system and Numilk® plant-based milk makers. We market our
commercial products under the Hamilton Beach Commercial® and the Proctor Silex Commercial® brands. We also license
certain of our trademarks to various licensees in categories such as microwave ovens, among others. We continue to expand in
the home, health and wellness markets. In February 2024, our Hamilton Beach Health® brand acquired HealthBeacon PLC
(“HealthBeacon”) a medical technology firm and strategic partner of the Company. HealthBeacon develops digitally connected
devices that enable patients to manage at home chronic conditions that require the use of injectable medications, and it provides
other health services. The primary system offered is the Smart Sharps Bin™ from Hamilton Beach Health®. Sales promotion
activities are supported primarily through digital marketing vehicles.
Table of Contents
1
Customers
Sales from our Home and Commercial Products segment are generated predominantly by a network of inside sales employees
to mass merchandisers, ecommerce retailers, national department stores, variety store chains, warehouse clubs, specialty home
retailers, distributors, restaurants, bars, hotels and other retail outlets. Sales from our Health segment are generated through
pharmaceutical and specialty pharmacy companies.
Walmart Inc. and its global subsidiaries (“Walmart”) accounted for approximately 29%, 27% and 26% of our consolidated
revenue in 2024, 2023 and 2022, respectively. Amazon.com, Inc. and its subsidiaries (“Amazon.com”) accounted for
approximately 24%, 24% and 23% of our revenue in 2024, 2023 and 2022, respectively. Our five largest customers accounted
for approximately 65%, 64% and 61% of our revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
Product Warranty
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 we may repair or replace, at our option, those products returned under warranty.
Seasonality and Working Capital
The market for small electric household and specialty housewares appliances is fairly steady throughout the year, however our
revenue typically increases during the second half of the year and peaks during the fourth quarter due to the fall holiday-selling
season. We generally use cash on hand or borrowings under our $125 million senior secured floating-rate revolving credit
facility (the “HBB Facility”) to finance inventory over the course of the year in anticipation of the fall holiday-selling season.
Patents, Trademarks, Copyrights and Licenses
We hold patents and trademarks registered in the U.S. and foreign countries for various products. We believe that our business
is not dependent upon any individual patent, copyright or license, but that the Hamilton Beach® and Proctor Silex® trademarks
are material to our business.
Product Design and Development
We incurred $13.7 million, $12.4 million and $11.8 million in 2024, 2023 and 2022, respectively, in expenses on product
design and development activities.
Key Suppliers and Raw Material
Our products are produced to our specifications by third-party suppliers. We do not maintain long-term purchase contracts with
suppliers and operate mainly on a purchase order basis. We negotiate the purchases from our foreign suppliers in U.S. dollars.
During 2024, we purchased approximately three-fourths of our finished products from suppliers in China. We purchase our
inventory from approximately 60 suppliers, one of which represented more than 10% of purchases during the year ended
December 31, 2024. We believe the loss of any one supplier would not have a long-term material adverse effect on our business
because there are adequate supplier choices available that can meet our production and quality requirements. However, the loss
of a supplier could, in the short term, adversely affect our business until alternative supply arrangements are secured.
The principal raw materials used by our third-party suppliers to manufacture our products are plastic, glass, steel, copper,
aluminum and packaging materials. We believe adequate quantities of raw materials are available from various suppliers.
Competition
We believe the principal areas of competition with respect to our products are product design and innovation, quality, price,
product features, supply chain excellence, merchandising, promotion and warranty. We compete with many manufacturers and
distributors of housewares products. As brick-and-mortar retailers generally purchase a limited selection of branded, small
electric appliances, we compete with other suppliers for retail shelf space. In the ecommerce channel, we must compete with a
broad list of competitors for brand reputation through compelling content, strong ratings and reviews from consumers. The
intellectual property of our Hamilton Beach Health® business is important to the operations of our Health segment.
Table of Contents
2
Any unauthorized use of, or third-party claim against, our intellectual property rights could harm our business or our ability to
compete in the home, health and wellness markets.
To meet these competitive challenges, we have focused on continued innovation in our leading brands as well as expanding into
new categories using existing core competencies. Our presence in a significant number of housewares product categories across
various price points allows us to meet the needs of a wide range of retailers and consumers. Based on publicly available
information about the industry, we 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 national brand in the 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. Our Hamilton Beach Health®
brand completes primarily in the U.S. with additional operations in Europe.
Government Regulation
Our operations are subject to various laws and regulations administered by federal, state, local and foreign government
agencies, including laws and regulations related to health, safety and environmental matters. Based on current information, we
do not expect compliance with environmental requirements to have a material adverse effect on our financial condition or
results of operations.
As a marketer and distributor of consumer products, we are subject to the Consumer Products Safety Act and the Federal
Hazardous Substances Act, which empowers 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 us to
repair, replace or refund the purchase price of one or more of our products, or we 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.
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 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. 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.
For more information about the risks we face regarding regulatory requirements, see Part I, Item 1A of this Annual Report
titled, “Risk Factors - Government regulations could impose costly requirements on our business.”
Human Capital Resources
Our business thrives on people—our employees, customers, consumers who enjoy our appliances, and the communities we
serve. At the heart of our culture is Good Thinking®, a philosophy that embodies teamwork, service, and inspired innovation in
every aspect of our business. This values-driven culture is a key strength, shaping our workplace environment and empowering
our employees. Good Thinking® extends beyond product innovation—it influences everything we do.
Our people are our greatest asset, and we believe they will remain the driving force behind our success for years to come. We
are committed to fostering an environment that attracts, engages, and nurtures talent by offering competitive compensation and
benefits, creating professional growth opportunities, and ensuring every individual is treated with dignity, respect, and equal
opportunity. That’s why we strive to cultivate a workplace where our employees are passionate about our mission, have a voice
in shaping our future, and find meaning in their work.
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Diversity of backgrounds, experiences, and perspectives strengthens our Company, especially within a culture of trust where
differing ideas are not just welcomed but encouraged. We believe this dynamic environment fosters creativity, initiative,
engagement, and retention—ultimately driving long-term competitive advantage and value creation. As One Team, guided by
our Good Thinking® philosophy, we aim to enrich the lives of our customers and consumers through innovative solutions that
enhance everyday life, while making a lasting, positive impact on our employees and the communities we serve.
We are unwavering in our commitment to the highest legal and ethical standards, including the protection of human rights and
fair treatment for all employees. Our policies—including our Code of Corporate Conduct, compliance guidelines, employment
policies, and Human Rights Policy—are designed to uphold this commitment.
As of December 31, 2024, we had a workforce of approximately 700 employees across six countries—Canada, China, Mexico,
Ireland, Germany, and the United States. About 97% of our employees were full-time, with the remaining working part-time.
Roughly 2% of our workforce, all based in Canada, are covered by collective bargaining agreements.
In the United States, we employ approximately 500 people, with about two-thirds located at our headquarters in Richmond,
Virginia. This facility houses our product design, development and marketing teams, along with a state-of-the-art test kitchen
and a UL-certified test laboratory. The majority of our remaining U.S. employees support operations at our distribution centers
in Byhalia, Mississippi. Overall, we maintain strong and positive employee relations.
Occupational Health and Safety
Protecting the health and safety of our employees is a top priority. We are dedicated to providing a safe working environment
and ensuring that our operations are carried out responsibly, securely, and in compliance with all relevant legal requirements.
We expect all employees to perform their duties in a way that mitigates risks and protects the well-being of everyone. Our
occupational health and safety efforts include maintaining safe equipment and facilities, implementing safety training programs,
and enforcing safety procedures. We actively encourage employees to suggest safety improvements, join safety committees,
and consistently practice safe behaviors.
Talent Acquisition, Development, and Retention
The long-term success and growth of our Company largely depends on our ability to attract, engage, and nurture a talented,
dedicated workforce that drives performance and innovation. To meet our talent requirements, we focus on strategic recruitment
and continually improve our onboarding and employee development programs. We carefully monitor compensation and
benefits to stay competitive and minimize turnover, helping us attract and retain top talent. Through our total rewards programs,
we offer comprehensive compensation packages that include incentive plans, recognition programs, retirement benefits,
healthcare, tax-advantaged spending accounts, employee assistance programs, and paid time off for sick leave, vacation, and
holidays.
As a learning-focused organization, we are committed to continuous improvement and fostering the growth of our team. We
support employee development through various training opportunities and resources, such as “Hamilton Beach University.”
This cross-functional learning program provides employees with a deeper understanding of our company, products, and
industry, while also equipping them with the skills needed to adapt to emerging trends and excel in their roles.
Information about our Executive Officers
The following table sets forth, as of February 26, 2025, 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
Name
Age
Positions
R. Scott Tidey
60
Director, President and Chief Executive Officer of Hamilton Beach Holding (from October 2024), President of
Hamilton Beach Holding (from February 2024 to September 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 2020 to
March 2021)
Sally M. Cunningham
50
Senior Vice President, Chief Financial Officer and Treasurer of Hamilton Beach Holding (from May 2023), Senior
Vice President and Chief Financial Officer of Hamilton Beach Holding (from March 2023 to May 2023),Operating
Partner of One Rock Capital Partners (from November 2021 to February 2023), Senior Vice President and Chief
Financial Officer of Ascent Industries Co. (a steel and chemical production and distribution company), (from June
2020 to August 2021), Vice President, Corporate Administration of Ascent Industries Co. (from prior to 2020 to June
2020)
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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
Our business is sensitive to the strength of the North American consumer markets and weakness in these markets could
adversely affect our business.
The strength of the economy in the U.S., and to a lesser degree in Canada and Mexico, has a significant impact on our
performance. Weakness in consumer confidence and poor financial performance by mass merchandisers, ecommerce retailers,
warehouse clubs, department stores or any of our 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 the Company.
Additionally, in periods of uncertain economic conditions, such as tariffs, 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.
Our business is dependent on key customers and the loss of, or significant decline in business from, one or more of our key
customers could materially reduce our revenue and profitability and our ability to sustain or grow our business.
We rely on several key customers. During fiscal 2024, Walmart and Amazon.com accounted for approximately 29% and 24%
of our revenue, respectively. Although we have long-established relationships with many customers, including 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 our revenue and profitability and an inability to sustain or grow our business.
We must receive a continuous flow of new orders from our large, high-volume retail customers. Failure to obtain anticipated
orders or delays or cancellations of orders or significant pressure to reduce prices from key customers could impair our ability
to sustain or grow our 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.
As a result of dependence on key customers, we could experience a material adverse effect on our 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
•
a strike or work stoppage at a key customer facility, which could affect both its suppliers and customers.
If we were to lose, or experience a significant decline in business from any major customer, or if any major customers were to
go bankrupt, we might be unable to find alternate distribution outlets.
Additionally, as cybersecurity incidents are increasing in frequency, we are vulnerable to a decline in revenue in the event of
cybersecurity incidents 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 cybersecurity incident 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.
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The concentration of our 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 2024, our five largest customers accounted for a total of approximately 65% of our revenue. With the continuing
trend towards the concentration of the industry and our branded small electric household and specialty housewares appliance
sales among fewer retailers, we are increasingly dependent upon fewer customers whose bargaining strength is growing as a
result of this concentration. We sell a substantial quantity of products to mass merchandisers, ecommerce retailers, national
department stores, variety store chains, warehouse clubs, 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. In addition, certain of our larger customers use their own private label brands on household appliances that compete
directly with some of our 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 we are unable to continue to enhance existing products, as well as develop and market new products that respond to
consumer 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.
We may not be able to compete as effectively with competitors, and ultimately satisfy the needs and preferences of consumers,
unless we can continue to enhance existing products and develop new innovative products for the markets in which 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 we 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 our products to market, be higher quality or more reliable, be more effective
with more features, obtain better market acceptance or render our products obsolete. Any new products that we 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.
Our inability to compete effectively with competitors in our industry could result in lost market share and decreased revenue.
The small electric household, specialty housewares appliances and commercial appliance industry is highly competitive and
does not have substantial entry barriers. As a result, we 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 our
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 we fail to compete effectively with
these manufacturers and distributors, we could lose market share and experience a decrease in revenue, which would adversely
affect our results of operations.
We also compete with established companies, a number of which have substantially greater facilities, personnel, financial and
other resources. In addition, we compete with our 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, we could lose market share and revenue.
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 consumers. We have invested significant resources in our selling and marketing capabilities, while maintaining our
presence in traditional brick-and-mortar retail channels. However, if we are not successful in utilizing ecommerce channels that
consumers may prefer, we may experience a loss in market share and decreased revenue and profitability.
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The markets for our products are dependent on consumer spending and typically peak in the fourth quarter, which could
result in significant variations in revenue and profitability.
Sales of our products fluctuate based on consumer spending patterns. Consumer spending patterns are subject to 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
during certain periods may significantly reduce demand for our products and reduce orders from retailers for our products,
which could lead to increased inventories. Additionally, prolonged periods of lower consumer spending 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 is fairly steady throughout the
year, but peaks during the fourth quarter due to the fall holiday-selling season. Similarly, our revenue typically increases during
the second half of the year and peaks during the fourth quarter due to the fall holiday-selling season. Accordingly, quarter-to-
quarter comparisons of our past operating results are meaningful only when comparing equivalent time periods, if at all.
Business Risks
Increases in costs of products may materially reduce our profitability.
Our business has in the past been, and may continue to be, adversely affected by factors that are largely beyond our control,
such as tariffs, inflation and commodity prices for the raw materials needed by suppliers of our products, as well as
transportation, labor costs and availability. These factors may affect the cost of our products, and we may not be able to pass
those costs on to our customers.
Periods of inflation, rising interest rates, and shifts in consumer spending could cause the insolvency or bankruptcy of certain
retail customers, which may result in material decreases in our revenue and profitability.
Historically, the costs of our products have fluctuated due to cost pressures resulting from economic conditions. As an
example, our 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 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, port strikes, rail strikes, 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.
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.
Substantial disruptions at any of our distribution centers could have an adverse effect on our business, operating results and
financial condition.
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, including but not limited to, acts of God, severe weather, impacts from climate change, labor shortages,
equipment failures and lack of access to equipment, or cybersecurity incidents. We have business continuity plans in place,
however if we are unable to restore operations in a timely manner, it could result in a material loss of revenue and additional
costs to bring the facility back to full operating capacity. Alternative facilities with sufficient capacity may not be available,
may cost substantially more than existing facilities, or may take significant time to become operational, which could further
impact our business and financial performance.
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We depend on third-party suppliers, primarily located in the Asia-Pacific region, 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.
We 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’s
inability to timely deliver products that meet desired specifications or any unanticipated changes in suppliers could be
disruptive and costly. Any significant failure 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. Our supply chain is subject to additional risks including, among others:
•
currency fluctuations;
•
labor unrest;
•
potential political, economic or social instability and government restrictions;
•
restrictions on transfers of funds;
•
import and export duties and quotas;
•
changes in domestic and international customs and tariffs, including embargoes, sanctions and customs restrictions;
•
uncertainties involving the costs and ability to transport products;
•
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; 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.
While our suppliers are primarily located in the Asia-Pacific region, approximately three-fourths of our suppliers are currently
based in China. As we take steps to diversify the geographic location of our suppliers, 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.
Certain products rely upon a single third-party supplier.
In some cases, we use a single supplier to source a single product. An unforeseen disruption in the supplier’s operations could
impact our ability to deliver products to customers in a timely manner to meet demand. We may experience significant delays
while locating a new supplier, if able to at all, which could result in higher 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 deliver products to our customers.
Additionally, if we are unable to source inventory at the correct levels in time with our customers’ orders, we could lose sales
and experience a reduction in revenue.
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To the extent that we rely on newly acquired businesses or new product lines to expand our business, these acquisitions or
new product lines may not contribute positively to our earnings because anticipated sales volumes and synergies may not
materialize, cost savings may be less than expected or acquired businesses may carry unexpected liabilities.
We may acquire partial or full ownership in businesses or may acquire rights to market and distribute particular products or
lines of products. The acquisition of a business, or of the rights to market specific products or use specific product names, may
involve a financial commitment by us, either in the form of cash or stock consideration. We may not be able to acquire
businesses and develop products that will contribute positively to our 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.
Our expansion into the health and wellness market may result in unexpected challenges and inefficiencies, which could
have an adverse effect on our business, operating results and financial condition.
Our ability to successfully expand into the health and wellness market is dependent upon several factors, including our ability to
attract new customers and retain existing customers, provide customers with high-quality support, and enter into strategic
partnerships with pharmaceutical and specialty pharmacy companies. In addition, for certain products in our Hamilton Beach
Health® business, we may be subject to detailed laws and regulations regarding, among other matters, research and
development, clinical investigations, product approvals and manufacturing, marketing and promotion, sampling, distribution,
record-keeping, storage and disposal practices, and we may face additional compliance costs and unexpected challenges in
complying with these laws and regulations. If we are unable to successfully navigate market dynamics, regulatory requirements
and the competitive landscape in the health and wellness market, we may incur additional costs, which could have an adverse
effect on our business, operating results and financial condition.
Our ability to attract, retain and develop key talent is crucial to our results of operations and future growth.
Employment and retention of qualified personnel, particularly senior management and skilled professionals with experience in
our business, operations, engineering, technology and industry, is important to the successful conduct of our business. Our
success depends upon our ability to recruit, hire, train and retain current and additional skilled and experienced personnel in a
challenging labor market that may require increased wage costs. Our inability to hire and retain personnel with the requisite
skills, or to effectively transfer knowledge when key employees depart, could impair our ability to develop new products,
protect our proprietary information, manage and operate our consolidated business effectively and could significantly reduce
our consolidated profitability. Labor market conditions may impact our ability to attract and retain qualified talent for key roles,
which could impede our ability to execute certain strategic initiatives.
Our business could suffer if information technology systems are disrupted, cease to operate effectively or become subject to
a cybersecurity incident.
We rely on information technology systems to operate websites, record and process transactions, respond to customer inquiries,
manage inventory, purchase, sell and ship merchandise on a timely basis, maintain cost-efficient 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 measures. In addition, we
collect, store, have access to and otherwise process a variety of types of data, including personal data and certain confidential or
sensitive data.
Our information technology systems, and the systems of our third-party business partners, 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, fraud, security breaches,
computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing or
other social engineering attempts, hacking and other cybersecurity incidents. Cybersecurity threat bad actors also may attempt
to exploit vulnerabilities in software that is commonly used by companies in cloud-based services and bundled software.
Additionally, the increase in hybrid working where employees, including third-party employees, access technology
infrastructure remotely may create additional information technology and data 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, or the systems of our third-party business partners, including
failure to successfully upgrade systems, could cause information, including data related to customer orders, to be lost,
corrupted, altered or delayed. Such a loss or delay could reduce demand and cause our sales and/or profitability to decline.
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Cybersecurity attacks 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 cybersecurity
threats and risks, including through investing in new technologies and developing third-party cybersecurity risk management
capabilities, we may incur significant costs in protecting against threats or remediating cybersecurity attacks or other
cybersecurity 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. Further, if a
cybersecurity threat or cybersecurity incident has a material adverse effect on our systems, or the systems of our third-party
business partners, we could become the subject of regulatory action, sanctions or fines, or litigation from our customers,
employees, suppliers and shareholders, administrative, civil or criminal investigations or actions and remediation costs, which
could damage our reputation, require significant expenditures of capital and cause us to lose business and revenue.
Additionally, a cybersecurity incident 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.
There is no assurance that the measures we have taken to protect our information systems will prevent or limit the impact of
cybersecurity threats or incidents. While we are not aware of any cybersecurity incidents that have occurred since the beginning
of 2024 that have materially affected, or are reasonably likely to materially affect us, including our results of operations or
financial condition, any one or more future cybersecurity incidents could have a material adverse effect on our financial
condition or results of operations.
We are in the process of implementing the enterprise resource planning (“ERP”) system which was previously installed in the
U.S. at our Canada subsidiary. 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.
Failure to comply with personal data protection and privacy laws 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 and the California Consumer Privacy Act, 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, with requirements varying across jurisdictions. As a retailer accepting
various payment methods, we must also comply with payment card network rules and may face substantial liability to payment
card issuers if payment card data is compromised. 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 or payment card industry requirements could result in substantial penalties, litigation, regulatory proceedings, reputational
damage, and could have a material adverse impact on our financial condition and results of operations.
The Company’s good reputation is critical to the success of our 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. This
reputation depends on maintaining high standards in product quality, ethical business practices, environmental and social
responsibility, regulatory compliance, and effective management of public communications including social media.
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 through any of these factors,
including product quality issues, recalls, or negative public perception, could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
Financial Risks
Our financing arrangements contain various restrictions that could limit operating flexibility.
Our credit facility contains covenants and other restrictions that, among other things, require us to satisfy certain financial tests,
maintain certain financial ratios and restrict our ability to incur additional indebtedness. The restrictions and covenants in our
credit facility, and other future financing arrangements may limit our 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
we 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.
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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.
Regulatory Risks
We may become subject to claims under foreign laws and regulations, which may be expensive, time-consuming and
distracting.
Because we have employees, property and business operations outside of the U.S., we are subject to the laws and the court
systems of many jurisdictions. We may become subject to claims outside the U.S. for violations or alleged violations of laws
with respect to our current or future foreign 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 our profitability and our ability to operate our businesses effectively.
Our obligations relating to environmental matters may exceed our expectations.
We are subject to laws and regulations relating to the protection of the environment, including those governing the management
and disposal of hazardous substances. We are investigating or remediating historical contamination at some current and former
sites related to our prior manufacturing operations or the operations of businesses that 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 our financial conditions and results of operations.
Future changes to environmental laws could require us to incur significant additional expense.
We 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 we have acquired. In certain circumstances, our financial
liability for cleanup costs takes into account agreements with an unrelated third party. Our 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 we have sold real estate, we have retained responsibility for certain contingent environmental
liabilities arising from pre-closing operations. These liabilities may not arise, if at all, until years after we sold these operations
and could require us to incur significant additional expenses, which could materially adversely affect our 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, employment practices, consumer protection, class
actions, securities laws, antitrust, environmental matters, 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. We evaluate claims to assess potential losses and
establish appropriate reserves based on available information and legal judgment. 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 reputation, financial position, results of operations and cash flows of the period in which the ruling occurs, or in
future periods.
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11
Our intellectual property rights could be infringed and adverse events regarding licensed intellectual property could harm
our business.
We possess intellectual property that is important to our business. This intellectual property includes trademarks, copyrights,
patents, business processes and other trade secrets. We cannot be certain that the legal steps taken to protect our rights will be
sufficient or that others will not infringe or misappropriate our rights. If we fail to adequately protect our intellectual property
rights, or if changes in laws diminish or remove the current legal protections available to them, the competitiveness of our
products may be eroded and our business could suffer. We and third parties, including competitors, could come into conflict
over intellectual property rights, resulting in disruptive and expensive litigation. If we are unable to adequately protect our
intellectual property rights, our competitors may bring to market identical or similar products.
We also license intellectual property to and from third parties, and in some countries, third parties own rights that we own
elsewhere. Adverse events affecting those third parties or their products could also negatively impact our brands.
Our business subjects us to product liability claims, which could affect our reputation, revenue and profitability.
We 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 maintain product liability insurance for claims above
this self-insured level. If a product liability claim is brought against 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, we may not be able to maintain product liability insurance on terms acceptable to us in the future. If the number of
product liability claims we experience exceeds historical amounts, if we are unable to maintain product liability insurance or if
our product liability claims exceed the amount of our insurance coverage, our results of operations and financial condition
could be affected adversely.
Our business involves the potential for product recalls, which could affect our revenue and profitability.
The products that we sell are subject to various mandatory and voluntary standards. As a marketer and distributor of consumer
products, we are 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. In addition, the FDA and
other governmental authorities regulate the development, manufacture, sale and distribution of certain of our products. Under
certain circumstances, the CPSC, 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 could damage our reputation or the value of our 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 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.
Failure 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. Some jurisdictions have begun to require labeling of products that
contain per- and polyfluoroalkyl substances (PFAS) which leads to additional costs and efforts. Failure to comply with such
certification or labeling requirements could result in additional re-design expenses, fines, or product liability claims.
Our expansion into a new industry through the acquisition involves the collection, use, and storage of personal data, including
sensitive health-related information, in connection with the development and operation of our digitally connected devices. Any
failure to adequately safeguard personal data, or a significant breach in our data security systems, could expose us to legal
liability, damage our reputation, and result in regulatory penalties.
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12
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., Canada, Mexico, Europe and other countries in
which we conduct business that, if violated by us or our affiliates, partners or vendors, could have a material adverse effect on
our business. These laws and regulations apply to many aspects of our business, including the manufacture, safety, sourcing,
labeling, storing, transportation, marketing, advertising, distribution, pricing and sale of our products. Additional regulations
govern environmental matters, relations with distributors and retailers, employment, privacy, trade practices and regulation of
per- and polyfluoroalkyl substances (PFAS) and other contaminants. Our international business is also subject to U.S. laws,
regulations and policies, including anti-corruption and export requirements.
Any significant change in these laws or regulations, or their interpretation, could result in increased compliance costs or
challenge our ability to produce and sell products competitively. Increasing governmental and societal attention to
environmental, social and governance matters has resulted in new laws and regulatory requirements, including expanded
disclosure obligations that continue to increase the complexity of our reporting requirements.
For 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 we do business which prohibit the 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. Additionally, we are required to comply with the Uyghur Forced Labor Prevention Act (“UFLPA”) which has
requirements to prevent forced labor, particularly from the Xinjiang Uyghur Autonomous Region (XUAR) of China. UFLPA
mandates that the Company must trace our supply chain back to the raw materials used to ensure no forced labor is involved.
Compliance can be time consuming and costly to conduct supply chain audits, due diligence and monitoring. Further, we are
subject to potential delays if our goods were to be detained at the border. If we do not properly implement and maintain
practices and controls with respect to compliance with applicable anti-corruption, anti-bribery, anti-kickback, and anti-forced
labor laws, or if we fail to enforce those practices and controls properly, we 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 our business and capital raising activities, any of which could materially
and adversely affect our business, results of operations and financial condition.
Entry into new markets or categories could subject our business to additional regulations and higher compliance costs.
Violations of laws or regulations could damage our reputation and result in substantial financial penalties and operational
limitations.
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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13
U.S. government trade actions could have a material adverse effect on our subsidiaries, financial position, and results of
operation.
Over 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 U.S. 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 U.S. from China, many of our product lines are subject to the tariffs imposed under Section
301 of U.S. trade law that have been applied to separate lists of Chinese goods imported into the United States, beginning
during the first Trump Administration. The Section 301 tariffs on goods covered by lists 1, 2, 3 and 4a affect approximately
40% of our total purchases on an annualized basis. The second Trump Administration has announced new changes to the U.S.
government’s tariff policy, including new tariffs on China, Canada and Mexico. We are continually evaluating the impact of the
current and any possible new tariffs on our supply chain, costs, sales and profitability and are implementing strategies to
mitigate anticipated impact, including reviewing sourcing options and seeking alternate sources of supply in various countries
outside of China, 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.
Risks Related to Our Common Stock
The amount and frequency of dividend payments made on the Company’s common stock could change.
The Company’s Board of Directors (“Board”) has the authority 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,
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’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 common stock (“Class A Common”) and Class
B common stock (“Class B Common”). Holders of Class A Common are entitled to cast one vote per share and, as of
December 31, 2024, accounted for approximately 21.6% of the voting power of the Company. Holders of Class B Common are
entitled to cast ten votes per share and, as of December 31, 2024, accounted for the remaining voting power of the Company.
As of December 31, 2024, certain members of the Company’s extended founding family held approximately 33.8% of Class A
Common and 93.3% of Class B Common. On the basis of this common stock ownership, certain members of the Company’s
extended founding family could exercise 80.5% of the Company’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’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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14
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 designed 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. However, this does not mean that the Company, or our third-party service providers, will
meet, or maintain, any particular technical standard, specification, or requirement in the future, but rather we use these
standards as a guide to help us identify, assess and manage cybersecurity risks and threats relevant to our business.
As of the filing of this Form 10-K, we are not aware of any cybersecurity incidents that have occurred since the beginning of
2024 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 “Our business could suffer if information technology systems are disrupted, cease to operate effectively or become
subject to a cybersecurity incident.” 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. 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 23 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 as well as identity and access management enhancements. 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 to support our VP, IT Business Solutions 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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15
Item 2. PROPERTIES
The following table presents the principal distribution and office facilities owned or leased:
Segment
(use is indicated by ‘X’)
Home and
Commercial
Products
Health
Facility Location
Owned/
Leased
Function(s) (3)
X
X
Glen Allen, Virginia
Leased
Global headquarters
X
Geel, Belgium
(1)
Distribution center
X
Shenzhen, People’s Republic of China
(1)
Distribution center
X
Mexico City, Mexico
Leased
Mexico sales and administrative
headquarters
X
Belleville, Ontario, Canada
Leased
Distribution center
X
X
Southern Pines, North Carolina
Owned
Service center for customer returns;
distribution center; call center
X
Shenzhen, People’s Republic of China
Leased
Administrative office
X
Markham, Ontario, Canada
Leased
Canada sales and administration
headquarters
X
Tultitlan, Mexico
(1)
Distribution center
X
Byhalia, Mississippi
Leased
Distribution centers (2)
X
Dublin, Ireland
Leased
Sales and administration headquarters
(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 and distribution offices are also leased in several cities in the U.S. and China.
Item 3. LEGAL PROCEEDINGS
The information required by this Item 3 is set forth in Note 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
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 our 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.
As of February 21, 2025, there were 700 Class A Common stockholders of record and 726 Class B Common stockholders of
record.
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16
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In November 2023, our Board approved a stock repurchase program for the purchase of up to $25 million of our Class A
Common outstanding starting January 1, 2024 and ending December 31, 2025. This program replaced the previous stock
repurchase plan that started February 22, 2022 and ended December 31, 2023. During the years ended December 31, 2024,
2023 and 2022, we repurchased 638,381, 250,772 and 261,049 shares for an aggregate purchase price of $13.5 million
(excluding the 1% excise tax as a result of the Inflation Reduction Act of 2022), $3.1 million and $3.0 million, respectively.
During the fourth quarter of 2024, we repurchased 196,640 shares for an aggregate purchase price of $4.2 million.
Additionally, during the year ended December 31, 2024, the Company withheld shares for tax payments due upon issuance of
stock to employees under the Executive Long-Term Equity Incentive Compensation Plan (the “Incentive Plan”). During the
year ended December 31, 2024, the Company repurchased 30,404 shares for an aggregate purchase price of $0.6 million
pursuant to the Incentive Plan.
The total combined share repurchases from the stock repurchase program and the Incentive Plan during the year ended
December 31, 2024, was 668,785 shares for an aggregate purchase price of $14.1 million (excluding the 1% excise tax as a
result of the Inflation Reduction Act of 2022).
Issuer Purchases of Equity Securities
(a)
(b)
(c)
(d)
Period
Total Number of
Shares Purchased
Average Price
Paid per
Share (1)
Total Number of
Shares Purchased as
Part of the Publicly
Announced Program
Maximum Dollar Value of
Shares that May Yet Be
Purchased Under the Program
Month #1
October 1 to 31, 2024
33,781 $
29.49
33,781 $
14,693,346
Month #2
November 1 to 30, 2024
94,591 $
21.95
94,591 $
12,617,363
Month #3
December 1 to 31, 2024
68,268 $
17.12
68,268 $
11,448,823
196,640 $
21.57
196,640 $
11,448,823
(1) Average price paid per share includes costs associated with the repurchases but excludes the 1% excise tax on stock repurchases imposed
by the Inflation Reduction Act of 2022.
Item 6. [RESERVED]
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17
Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our
historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Annual Report on
Form 10-K. The following discussion and analysis focuses on our financial results for the years ended December 31, 2024 and
2023 and year-to-year comparisons between these years. A discussion of our results of operations for the year ended
December 31, 2023 compared to the year ended December 31, 2022 is included in 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 year ended
December 31, 2023.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States
(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.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the
preparation of our consolidated financial statements.
Revenue Recognition: Revenue is recognized when control of the promised goods or services is transferred to our customers,
in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales taxes are
excluded from revenue. At contract inception, we assess the goods and services promised in our contracts with customers and
identify a performance obligation for each promised good or service that is distinct. We 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. We 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, we 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.
We monitor our estimates of variable consideration, which includes returns and price concessions, and periodically make
adjustments to the carrying amounts as appropriate. During 2024, there were no material adjustments to the aforesaid estimates
and our past results of operations have not been materially affected by a change in these estimates. Although there can be no
assurances, we are not aware of any circumstances that would be reasonably likely to materially change these estimates in the
future.
Deferred Taxes: We determine deferred tax assets and/or liabilities by multiplying the differences between the financial
reporting and tax reporting bases for assets and liabilities by the enacted tax rates expected to be in effect when such
differences are recovered or settled if there is no change in law. The effect on deferred taxes of a change in tax rates is
recognized in net income in the period that includes the enactment date. Valuation allowances on deferred tax assets are
estimated based on our assessment of the realizability of such amounts.
Table of Contents
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)
18
RESULTS OF OPERATIONS
Our results of operations were as follows for the years ended December 31:
2024 Compared with 2023
Year Ended December 31
2024
% of
Revenue
2023
% of
Revenue
$ Change
% Change
Revenue
$
654,693
100.0 % $ 625,625
100.0 % $ 29,068
4.6 %
Cost of sales
484,486
74.0 %
481,949
77.0 %
2,537
0.5 %
Gross profit
170,207
26.0 %
143,676
23.0 %
26,531
18.5 %
Selling, general and administrative expenses
126,703
19.4 %
108,395
17.3 %
18,308
16.9 %
Amortization of intangible assets
302
— %
200
— %
102
51.0 %
Operating profit
43,202
6.6 %
35,081
5.6 %
8,121
23.1 %
Interest expense, net
613
0.1 %
3,000
0.5 %
(2,387)
(79.6) %
Pension termination expense
7,611
1.2 %
—
— %
7,611
n/m
Other expense (income), net
1,602
0.2 %
385
0.1 %
1,217
316.1 %
Income before income taxes
33,376
5.1 %
31,696
5.1 %
1,680
5.3 %
Income tax expense
2,617
0.4 %
6,454
1.0 %
(3,837)
(59.5) %
Net income
$
30,759
4.7 % $
25,242
4.0 % $
5,517
21.9 %
n/m = not meaningful
Effective income tax rate
7.8 %
20.4 %
The following table identifies the components of the change in revenue for 2024 compared with 2023:
Revenue
2023
$
625,625
Increase (decrease) from:
Unit volume and product mix
62,530
Foreign currency
(2,903)
Average sales price
(30,559)
2024
$
654,693
Revenue - Revenue increased $29.1 million, or 4.6% compared to the prior year due to increased unit volume and a
more favorable product mix, primarily driven by the North America Consumer markets. These increases were partially offset
by lower average selling prices reflecting lower costs during the year and unfavorable foreign currency fluctuations.
Additionally, the acquisition of HealthBeacon added a new revenue stream during the year and contributed $4.3 million in
revenue for 2024.
Gross profit - Gross profit margin increased to 26.0% in the current year compared to 23.0% in the prior year
primarily due to lower product and transportation costs and a favorable product mix.
Table of Contents
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)
19
Selling, general and administrative expenses - Selling, general and administrative expenses increased $18.3 million
compared to 2023. The increase is primarily due to the addition of $7.7 million of HealthBeacon expenses, a $5.9 million
increase in employee-related costs, including $4.0 million of increased incentive compensation due to higher achievement
percentage, an increase in outside services and non-recurring items, which include an incremental $1.0 million of
HealthBeacon transaction costs and the absence of a $0.9 million insurance recovery that occurred in the prior year.
Interest expense - Interest expense, net decreased $2.4 million due to decreased average borrowings outstanding
under the HBB Facility, and lower interest rates compared to 2023.
Pension termination expense - During 2024, a one-time non-cash expense of $7.6 million was incurred in connection
with the termination of the Company’s U.S. defined benefit pension plan related to the reclassification of historical
unrecognized losses from Accumulated Other Comprehensive Income.
Other expense (income), net - Other expense (income), net increased $1.2 million. In 2024, other expense (income),
net includes currency losses of $0.9 million in the current year compared to currency gains of $0.3 million in 2023.
Income tax expense - The effective tax rate on income was 7.8% and 20.4% for the years ended December 31, 2024
and 2023, respectively. The effective tax rate was lower for the year ended December 31, 2024 due to a tax benefit for foreign
operations and a tax benefit related to a tax accounting method change in the U.S. which are not expected to recur. These were
partially offset by non-deductible executive compensation and a valuation allowance on HealthBeacon losses.
LIQUIDITY AND CAPITAL RESOURCES
Our cash flows are provided by dividends paid or distributions made by HBB. The only material assets held by us are the
investment in our consolidated subsidiary. As a result, certain statutory limitations or regulatory or financing agreements could
affect the levels of distributions allowed to be made by our subsidiary. We have not guaranteed any of the obligations of HBB.
Our 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, payments of principal and interest on debt and acquisitions. As of
December 31, 2024, we had cash and cash equivalents of $45.6 million, compared to $15.4 million as of December 31, 2023.
We believe our liquidity and access to capital markets will be adequate to fund our cash requirements for the next twelve
months and for the foreseeable future.
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 $65.0 million in payment obligations. 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, 2024 and 2023, the Company
has $56.9 million and $55.0 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 $48.2 million and $48.9 million, respectively, of our outstanding payment obligations.
See Note 1 “Nature of Operations and Summary of Significant Accounting Policies” included in our Financial Statements and
Supplementary Data contained in Part IV of this Form 10-K for a rollforward of the Company’s outstanding payment
obligations confirmed as valid under our supplier finance program.
Table of Contents
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)
20
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)
2024
2023
Net cash provided by (used for) operating activities
$ 65,415
$ 88,636
Net cash provided by (used for) investing activities
$ (13,884) $
(5,174)
Net cash provided by (used for) financing activities
$ (20,948) $ (70,072)
December 31, 2024 Compared with December 31, 2023
Operating activities - Net cash provided by operating activities was $65.4 million, representing more normalized
post-pandemic working capital, compared to $88.6 million in the prior year, which benefited from significant excess inventory
reduction activities. Net working capital provided cash of $14.5 million in 2024 compared to cash provided of $49.5 million in
2023. The 2024 period benefited from the Company's continued focus on working capital management which led to
improvements in days sales outstanding. The net cash provided by operating activities during 2024 reflects the net working
capital changes and increased net income which includes non-cash pension termination and stock compensation expenses,
offset by a deferred income tax benefit.
Investing activities - Net cash used for investing activities increased in 2024 compared to 2023 related primarily to
the acquisition of HealthBeacon offset by the extinguishment of our secured loan to HealthBeacon in 2024 which provided net
cash of $1.6 million. Additionally, the Company used excess cash on hand to invest in a six-month U.S. Treasury bill during
2024.
Financing activities - Net cash used for financing activities was $20.9 million in 2024 compared to cash used for
financing activities of $70.1 million in 2023. The change is due to a decrease in HBB’s net borrowing activity on the HBB
Facility. This decrease was partially offset by increased purchases of treasury stock.
Capital Resources
On December 13, 2024, HBB entered into the Second Amended and Restated Credit Agreement (the “Agreement”). The
Agreement restated HBB’s prior credit agreement (the “Prior HBB Facility”) in its entirety and extended the term of HBB's
senior secured floating-rate revolving credit facility (the “HBB Facility”) to December 13, 2029, decreased the credit facility
from $150 million to $125 million, added an optional $25.0 million term loan, and removed the Canadian subsidiary from the
credit facility. As a result of the Agreement, repayment of the HBB Facility is due on December 13, 2029, therefore all
borrowings are classified as long term debt as of December 31, 2024. The obligations under the HBB Facility are secured by
substantially all of HBB’s U.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, 2024, the borrowing base under the HBB Facility was $107.3 million and borrowings outstanding
were $50.0 million. As of December 31, 2024, the excess availability under the HBB Facility was $57.3 million.
Table of Contents
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)
21
The maximum availability under the HBB Facility is governed by a borrowing base derived from advance rates against
eligible trade receivables and inventory of HBB. As of December 31, 2024, interest on outstanding loans under the HBB
Facility accrues at a per annum rate equal to, at HBB’s option, either Term Secured Overnight Financing Rate (SOFR) (as
defined in the HBB Facility) plus 1.65% or the Base Rate (as defined in the HBB) plus 0.00%. As of December 31, 2024, the
HBB Facility requires a fee of 0.20% per annum on the unused commitment thereunder. The weighted average interest rate
applicable to the HBB Facility and the Prior HBB Facility for the year ended December 31, 2024 was 2.50% (after giving
effect to the interest rate swap agreements described below).
To reduce the exposure to changes in the market rate of interest, we have entered into interest rate swap agreements for a
portion of the HBB Facility. Terms of the interest rate swap agreements require us to receive a variable interest rate and pay a
fixed interest rate.
The HBB Facility contains customary representations and warranties, events of default and covenants, including, among other
things, covenants applicable to HBB and its subsidiaries limiting indebtedness, liens, investments, dispositions and restricted
payments. Additionally, if Excess Availability (as defined in the HBB Facility) is less than $15.0 million at any time, the HBB
Facility will require that HBB maintain a minimum Fixed Charge Coverage Ratio (as defined in the HBB Facility) of 1.00 to
1.00 until Excess Availability is greater than or equal to $15.0 million for 30 consecutive days. As of December 31, 2024, we
were in compliance with all applicable financial covenants in the HBB Facility.
HBB does not expect to make voluntary repayments within the next twelve months under the HBB Facility as the rate of
return to invest excess cash exceeds the average interest rate of the HBB Facility. A material decrease in interest rates could
cause HBB to re-evaluate.
We maintain an arrangement with a financial institution to sell certain U.S. trade receivables on a non-recourse basis.
Contractual Obligations, Contingent Liabilities and Commitments
Following is a table which summarizes the contractual obligations of Hamilton Beach Holding as of December 31, 2024:
Payments Due by Period
Contractual Obligations
Total
2025
2026
2027
2028
2029
Thereafter
Revolving credit agreements
$ 50,000 $
—
$
—
$
—
$
— $ 50,000 $
—
Variable interest payments on HBB
Facility
9,539
1,641
1,640
1,656
2,157
2,445
—
Purchase and other obligations
240,503 240,318
53
68
64
—
—
Operating lease obligations
54,087
7,263
6,567
6,103
5,787
5,691
22,676
Finance lease obligations
385
107
107
106
64
1
—
Total contractual cash obligations
$ 354,514 $ 249,329
$
8,367
$
7,933
$
8,072 $ 58,137 $
22,676
Our variable interest payments are calculated based upon our contractual payment schedule and the December 31, 2024 Base
Rate (as defined in the HBB Facility) plus an applicable margin of 0.00%. A 0.25% increase in the Base Rate would increase
our estimated total annual interest payments on the HBB Facility by approximately $0.6 million. Variable interest payments
could change in the event HBB decides to make voluntary repayments.
Our 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 our operating and finance lease agreements, could cause an
acceleration of the payment schedule. No such event of default for us has occurred or is anticipated to occur.
Table of Contents
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)
22
Given the funded status of the one defined benefit pension plan, we do not expect to contribute to the pension plan in 2025.
Pension benefit payments are made from assets of the pension plan.
Off Balance Sheet Arrangements
We have not entered into any off balance sheet financing arrangements.
Recently Issued and Adopted Accounting Standards
Refer to Note 1 to the consolidated financial statements for discussion of recently issued and adopted accounting standards.
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 Exchange Act. These forward-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 anticipated demand; (3) the Company’s ability to successfully manage constraints throughout the global
transportation supply chain; (4) changes in the sales prices, product mix or levels of consumer purchases of small electric and
specialty housewares appliances; (5) changes in consumer retail and credit markets, including the increasing volume of
transactions made through third-party internet sellers; (6) bankruptcy of or loss of major retail customers or suppliers; (7)
changes in costs, including transportation costs, of sourced products; (8) delays in delivery of sourced products; (9) changes in
or unavailability of quality or cost effective 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 the Company operates or buys and/or
sells products; (11) the impact of tariffs on customer purchasing patterns; (12) product liability, regulatory actions or other
litigation, warranty claims or returns of products; (13) customer acceptance of, changes in costs of or delays in the
development of new products; (14) increased competition, including consolidation within the 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 the Company’s products; (17) changes
mandated by federal, state and other regulation, including tax, health, safety or environmental legislation; (18) the Company’s
ability to identify, acquire or develop, and successfully integrate, new businesses or new product lines; and (19) other risk
factors, including those described in the Company’s filings with the Securities and Exchange Commission, including, but not
limited to, this Annual Report on Form 10-K. Furthermore, the future impact of unfavorable economic conditions, including
inflation, changing interest rates, availability of capital markets and consumer spending rates remains uncertain. 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 our business, results of operations, cash flows and financial position.
Table of Contents
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)
23
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
We enter into certain financing arrangements that require interest payments based on floating interest rates. As such, our
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, we have entered into interest rate swap agreements for a portion of our floating rate financing arrangements. We do not
enter into interest rate swap agreements for trading purposes. Terms of the interest rate swap agreements require us to receive a
variable interest rate and pay a fixed interest rate.
For the purpose of risk analysis, we use sensitivity analysis to measure the potential loss in fair value of financial instruments
sensitive to changes in interest rates. We assume that a loss in fair value is an increase in our receivables. The fair value of our
interest rate swap agreements was a receivable of $4.0 million as of December 31, 2024. A hypothetical 10% relative decrease
in interest rates would cause a decrease of $0.2 million in the fair value of interest rate swap agreements and the resulting fair
value would be a receivable of $3.8 million. Additionally, a hypothetical 10% relative increase in interest rates would cause 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 our interest expense, net of $0.6 million as of December 31, 2024.
FOREIGN CURRENCY EXCHANGE RATE RISK
We operate internationally through our foreign operating subsidiaries and enter into transactions denominated in foreign
currencies, principally the Canadian dollar, the Mexican peso and, to a lesser extent, the Chinese yuan and the European Union
euro. As such, our 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 revenues, expenses, assets and liabilities.
The potential impact of currency fluctuation increases as international expansion increases.
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 us 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 the purpose of risk analysis, we use sensitivity analysis to measure the potential loss in fair value of financial instruments
sensitive to changes in foreign currency exchange spot rates. We assume that a loss in fair value is either a decrease to our
assets or an increase to our liabilities. The fair value of our foreign currency exchange contracts was a net receivable of $0.8
million as of December 31, 2024. Assuming a hypothetical 10% weakening of the U.S. dollar as of December 31, 2024, the fair
value of foreign currency-sensitive financial instruments, which represents forward foreign currency exchange contracts, would
be decreased by $1.2 million compared with its fair value as of December 31, 2024.
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 two-year period ended
December 31, 2024 that would require disclosure pursuant to this Item 9.
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24
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures: As required by Exchange Act Rule 13a-15(b), Company management,
including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the
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, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures were effective as of December 31, 2024.
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 the Chief Executive Officer and 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 it maintained effective internal control over financial reporting as of December 31, 2024. The
Company’s effectiveness of internal control over financial reporting as of December 31, 2024 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.
On February 2, 2024, the Company acquired HealthBeacon, as discussed in Note 15: “Acquisitions” included in the Financial
Statements and Supplementary Data contained in Part IV of this Form 10-K. The Company is currently integrating
HealthBeacon into its operations and internal control processes, and, as permitted by the SEC’s general guidance that an
assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition,
HealthBeacon is not included in the scope of the Company’s assessment of the effectiveness of its disclosure controls and
procedures, or in management’s evaluation of the effectiveness of the Company’s internal control over financial reporting. For
2024, HealthBeacon’s total assets were 3% of total consolidated assets as of December 31, 2024 and total revenue was 1% of
total consolidated revenue for the year ended December 31, 2024. The Company anticipates that it will include HealthBeacon in
its evaluation of the effectiveness of internal control over financial reporting for the year ended December 31, 2025.
Changes in Internal Control over Financial Reporting: There were no changes in the Company’s internal control over
financial reporting identified during the fourth quarter of 2024, in 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’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
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, 2024.
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 will be set forth in the 2025 Proxy Statement under the subheadings “Part II —
Proposals To Be Voted On At The 2025 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
2025 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 our Directors, executive
officers and holders of more than ten percent of the Company’s equity securities will be set forth in the 2025 Proxy Statement
under the subheading “Part IV — Other Important Information — Delinquent Section 16(a) Reports,” which information is
incorporated herein by reference.
Table of Contents
25
Information regarding our executive officers is included in this Form 10-K under the subheading “Information about our
Executive Officers” of Part I.
We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have
implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading
laws, rules, and regulations, and the New York Stock Exchange listing standards. A copy of our Insider Trading Policy is filed
as Exhibit 19.1 to this Form 10-K.
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 our 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.
Item 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation will be set forth in the 2025 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 2025 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.
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 2025 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 2025 Proxy Statement under the
heading “Part II — Proposals To Be Voted On At The 2025 Annual Meeting — Proposal 3 — Ratification of the Appointment
of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2025,” 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-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-37 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:
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26
(3) Articles of Incorporation and By-laws.
3.1
Amended and Restated Certificate of Incorporation of Hamilton Beach Brands Holding Company is incorporated by reference
to Exhibit 3.1 to Hamilton Beach Brands Holding Company’s Registration Statement on Form 8-A, filed by the Company on
September 22, 2017, Commission File Number 000-55845.
3.2
Amendment to the Amended and Restated Certificate of Incorporation of Hamilton Beach Brands Holding Company is
incorporated by reference to Exhibit 3.1 to Hamilton Beach Brands Holding Company’s Current Report on Form 8-K, filed by
the Company on May 13, 2024, Commission File Number 001-38214.
3.3
Amended and Restated Bylaws of Hamilton Beach Brands Holding Company are incorporated by reference to Exhibit 3.2 to
Hamilton Beach Brands Holding Company’s Registration Statement on Form 8-A, filed by the Company on September 22,
2017, Commission File Number 000-55845.
(4) Instruments defining the rights of security holders, including indentures.
4.1
Specimen of Hamilton Beach Brands Holding Company Class A Common Stock certificate is incorporated by reference to
Exhibit 4.1 to Hamilton Beach Brands Holding Company’s Amendment No. 2 to the Registration Statement on Form S-1, filed
by the Company on September 18, 2017, Commission File Number 333-220066.
4.2
Specimen of Hamilton Beach Brands Holding Company Class B Common Stock certificate is incorporated by reference to
Exhibit 4.2 to Hamilton Beach Brands Holding Company’s Amendment No. 2 to the Registration Statement on Form S-1, filed
by the Company on September 18, 2017, Commission File Number 333-220066.
4.3
Description of the Company’s Securities is incorporated by reference to Exhibit 4.3 to Hamilton Beach Brands Holding
Company’s Annual Report on Form 10-K, filed by the Company on March 6, 2024, Commission File Number 001-38214.
(10) Material Contracts.
10.1
Stockholders’ Agreement, dated as of September 29, 2017, by and among the Participating Stockholders’ (as defined therein),
Hamilton Beach Brands Holding Company, and the Depository (as defined therein) is incorporated by reference to Exhibit 10.4
to Hamilton Beach Brands Holding Company’s Current Report on Form 8-K, filed by the Company on October 4, 2017,
Commission File Number 001-38214.
10.2
Amendment to Stockholders’ Agreement, dated as of February 24, 2020, by and among the Depository, Hamilton Beach Brands
Holding Company, the new Participating Stockholders identified on the signature pages thereto and the Participating
Stockholders under the Stockholders’ Agreement, dated as of September 29, 2017, as amended, by and among the Participating
Stockholders, Hamilton Beach Brands Holding Company and the Depository is incorporated by reference to Exhibit 10.38 to
Hamilton Beach Brands Holding Company’s Annual Report on Form 10-K/A, filed by the Company on July 24, 2020,
Commission File Number 001-38214.
10.3
Amendment to Stockholders’ Agreement, dated as of December 21, 2020, by and among the Depository, Hamilton Beach
Brands Holding Company, the new Participating Stockholders identified on the signature pages thereto and the Participating
Stockholders under the Stockholders’ Agreement, dated as of September 29, 2017, as amended, by and among the Participating
Stockholders, Hamilton Beach Brands Holding Company and the Depository is incorporated by reference to Exhibit 19 filed
with Amendment No. 4 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 12, 2021,
Commission File Number 005-90132.
10.4
Amendment to Stockholders’ Agreement, dated as of February 11, 2022, by and among the Depository, Hamilton Beach Brands
Holding Company, the new Participating Stockholders identified on the signature pages thereto and the Participating
Stockholders under the Stockholders’ Agreement, dated as of September 29, 2017, as amended, by and among the Participating
Stockholders, Hamilton Beach Brands Holding Company and the Depository is incorporated by reference to Exhibit 18 filed
with Amendment No. 2 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 11, 2022,
Commission File Number 005-90132.
10.5
Amendment to Stockholders’ Agreement, dated as of March 11, 2024, by and among the Depository, Hamilton Beach Brands
Holding Company, the new Participating Stockholders identified on the signature pages thereto and the Participating
Stockholders under the Stockholders’ Agreement, dated as of September 29, 2017, as amended, by and among the Participating
Stockholders, Hamilton Beach Brands Holding Company and the Depository is incorporated by reference to Exhibit 26 filed
with Amendment 9 to the Statement on Schedule 13D, filed by the reporting persons named therein on March 13, 2024.
Commission File Number 005-90132.
10.6
Second Amended and Restated Credit Agreement, dated as of December 13, 2024, between Hamilton Beach Brands, Inc., as
borrower, and Wells Fargo Bank, National Association, as lender is incorporated by reference to Exhibit 10.1 to Hamilton
Beach Brands Holding Company’s Current Report on Form 8-K, filed by the Company on December 17, 2024, Commission
File Number 001-38214.
10.7*
The Hamilton Beach Brands, Inc. Annual Incentive Compensation Plan (Effective January 1, 2014) is incorporated by
reference to Exhibit 10.1 to NACCO Industries, Inc.’s Current Report on Form 8-K, filed by NACCO Industries, Inc. on May 9,
2014, Commission File Number 001-09172.
10.8*
Amendment No. 1 The Hamilton Beach Brands, Inc. Annual Incentive Compensation Plan (Effective January 1, 2014) is
incorporated by reference to Exhibit 10.32 to Hamilton Beach Brands Holding Company’s Amendment No. 2 to the
Registration Statement on Form S-1, filed by the Company on September 18, 2017, Commission File Number 333-220066.
10.9*
Amendment No. 2 to the Hamilton Beach Brands, Inc. Annual Incentive Compensation Plan, dated as of March 1, 2014 is
incorporated by reference to Exhibit 10.3 to Hamilton Beach Brands Holding Company’s Quarterly Report on Form 10-Q, filed
by the Company on October 30, 2018, Commission File Number 001-38214.
10.10*
Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective March 1, 2015) is
incorporated by reference to Exhibit 10.2 to NACCO Industries, Inc.’s Current Report on Form 8-K, filed by NACCO
Industries, Inc. on May 18, 2015, Commission File Number 001-09172.
Table of Contents
27
10.11*
Amendment No. 1 to Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective
March 1, 2015) is incorporated by reference to Exhibit 10.31 to Hamilton Beach Brands Holding Company’s Amendment No. 2
to the Registration Statement on Form S-1, filed by the Company on September 18, 2017, Commission File Number
333-220066.
10.12*
Amendment No. 2 to the Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan, dated as of March 1, 2015 is
incorporated by reference to Exhibit 10.2 to Hamilton Beach Brands Holding Company’s Quarterly Report on Form 10-Q, filed
by the Company on October 30, 2018, Commission File Number 001-38214.
10.13*
Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan (Effective September 29, 2017) is
incorporated by reference to Exhibit 10.34 to Hamilton Beach Brands Holding Company’s Amendment No. 2 to the
Registration Statement on Form S-1, filed by the Company on September 18, 2017, Commission File Number 333-220066.
10.14*
Form of Cashless Exercise Award Agreement for the Hamilton Beach Brands Holding Company Executive Long-Term Equity
Incentive Plan is incorporated by reference to Exhibit 10.36 to Hamilton Beach Brands Holding Company’s Amendment No. 2
to the Registration Statement on Form S-1, filed by the Company on September 18, 2017, Commission File Number
333-220066.
10.15*
Form of Non-Cashless Exercise Award Agreement for the Hamilton Beach Brands Holding Company Executive Long-Term
Equity Incentive Plan is incorporated by reference to Exhibit 10.37 to Hamilton Beach Brands Holding Company’s Amendment
No. 2 to the Registration Statement on Form S-1, filed by the Company on September 18, 2017, Commission File Number
333-220066.
10.16*
Amendment No. 1 to the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan, dated as of
September 29, 2017 is incorporated by reference to Exhibit 10.1 to Hamilton Beach Brands Holding Company’s Quarterly
Report on Form 10-Q, filed by the Company on October 30, 2018, Commission File Number 001-38214.
10.17*
Amended and Restated Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan, dated as of
March 1, 2020 is incorporated by reference to Appendix A of Hamilton Beach Brands Holding Company’s Definitive Proxy
Statement on Form DEF 14A, filed by the Company on March 26, 2020, Commission File Number 001-38214.
10.18*
Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan, amended and restated effective March
1, 2022 is incorporated by reference to Exhibit 4.4 to the Hamilton Beach Brands Holding Company’s Registration Statement
on Form S-8, filed by the Company on May 18, 2022, Commission File Number 333-265031.
10.19*
Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan, amended and restated effective March
1, 2024 is incorporated by reference to Exhibit 4.4 to the Hamilton Beach Brands Holding Company’s Registration Statement
on Form S-8, filed by the Company on May 9, 2024, Commission File Number 333-279263.
10.20*
Form of Cashless Exercise Award Agreement for the Hamilton Beach Brands Holding Company Executive Long-Term Equity
Incentive Plan is incorporated by reference to Exhibit 10.2 to Hamilton Beach Brands Holding Company’s Quarterly Report on
Form 10-Q, filed by the Company on May 5, 2021, Commission File Number 001-38214.
10.21*
Hamilton Beach Brands Holding Company Supplemental Executive Long-Term Incentive Bonus Plan (Effective September 29,
2017) is incorporated by reference to Exhibit 10.38 to Hamilton Beach Brands Holding Company’s Amendment No. 2 to the
Registration Statement on Form S-1, filed by the Company on September 18, 2017, Commission File Number 333-220066.
10.22*
Form of Award Agreement for the Hamilton Beach Brands Holding Company Supplemental Executive Long-Term Incentive
Bonus Plan is incorporated by reference to Exhibit 10.39 to Hamilton Beach Brands Holding Company’s Amendment No. 2 to
the Registration Statement on Form S-1, filed by the Company on September 18, 2017, Commission File Number 333-220066.
10.23*
Hamilton Beach Brands Holding Company Non-Employee Director’s Equity Compensation Plan (Effective September 29,
2017) is incorporated by reference to Exhibit 10.35 to Hamilton Beach Brands Holding Company’s Amendment No. 2 to the
Registration Statement on Form S-1, filed by the Company on September 18, 2017, Commission File Number 333-220066.
10.24*
Hamilton Beach Brands Holding Company Non-Employee Directors’ Equity Compensation Plan (Amended and Restated
Effective May 18, 2021) is incorporated by reference to Exhibit 10.1 to Hamilton Beach Brands Holding Company’s Quarterly
Report on Form 10-Q, filed by the Company on August 4, 2021, Commission File Number 001-38214 .
10.25*
Hamilton Beach Brands Holding Company Non-Employee Directors’ Equity Compensation Plan, amended and restated
effective May 9, 2024 is incorporated by reference to Exhibit 4.4 to the Hamilton Beach Brands Holding Company’s
Registration Statement on Form S-8, filed by the Company on May 9, 2024, Commission File Number 333-279260.
10.26*
The Hamilton Beach Brands, Inc. Excess Retirement Plan (As Amended and Restated Effective January 1, 2015) is
incorporated by reference to Exhibit 10.71 to NACCO Industries, Inc.’s Annual Report on Form 10-K, filed by NACCO
Industries, Inc. on March 9, 2015, Commission File Number 001-09172.
10.27*
Amendment No. 1 to The Hamilton Beach Brands, Inc. Excess Retirement Plan (As Amended and Restated Effective January
1, 2015) is incorporated by reference to Exhibit 10.77 to NACCO Industries, Inc.’s Annual Report on Form 10-K, filed by
NACCO Industries, Inc. on March 2, 2016, Commission File Number 001-09172.
10.28*
Amendment No. 2 to The Hamilton Beach Brands, Inc. Excess Retirement Plan (As Amended and Restated Effective January 1,
2015) is incorporated by reference to Exhibit 10.33 to Hamilton Beach Brands Holding Company’s Amendment No. 2 to the
Registration Statement on Form S-1, filed by the Company on September 18, 2017, Commission File Number 333-220066.
10.29*
Consulting Agreement, dated as of December 14, 2018 between Alfred M. Rankin, Jr. and Hamilton Beach Brands Holding
Company, effective January 1, 2019 is incorporated by reference to Exhibit 99 of Hamilton Beach Brands Holding Company’s
Current Report on Form 8-K, filed by the Company on December 28, 2018, Commission File Number 001-38214.
(19) Insider trading policies and procedures
19.1
Insider Trading Policy.
Table of Contents
28
(21) Subsidiaries of the registrant.
21.1
A list of the subsidiaries of the Company is attached hereto as Exhibit 21.
(23) Consents of experts and counsel.
23.1
Consent of Ernst & Young LLP.
(31) Rule 13a-14(a)/15d-14(a) Certifications.
31(i)(1)
Certification of R. Scott Tidey pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto as Exhibit 31(i)(1).
31(i)(2)
Certification of Sally M. Cunningham pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto as Exhibit
31(i)(2).
(32)
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed
and dated by R. Scott Tidey and Sally M. Cunningham
(97) Policy relating to recovery of erroneously awarded compensation
97.1
Policy relating to recovery of erroneously awarded compensation is incorporated by reference to Exhibit 97.1 to Hamilton Beach
Brands Holding Company’s Annual Report on Form 10-K, filed by the Company on March 6, 2024, Commission File Number
001-38214
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover 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 Item 15(b) of this
Annual Report on Form 10-K.
Item 16. Form 10-K Summary
None.
Table of Contents
29
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)
Signature
Title
Date
By:
/s/ Sally M. Cunningham
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)/
(Principal Accounting Officer)
February 26, 2025
Sally M. Cunningham
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.
Signature
Title
Date
/s/ R. Scott Tidey
R. Scott Tidey
President and Chief Executive Officer (Principal
Executive Officer), Director
February 26, 2025
/s/ Sally M. Cunningham
Sally M. Cunningham
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)/
(Principal Accounting Officer)
February 26, 2025
/s/ Mark R. Belgya
Mark R. Belgya
Director
February 26, 2025
/s/ J.C. Butler, Jr.
J.C. Butler, Jr.
Director
February 26, 2025
/s/ Paul D. Furlow
Paul D. Furlow
Director
February 26, 2025
/s/ John P. Jumper
John P. Jumper
Director
February 26, 2025
/s/ Dennis W. LaBarre
Dennis W. LaBarre
Director
February 26, 2025
/s/ April L. Lane
April L. Lane
Director
February 26, 2025
/s/ Bela S. Mehta
Bela S. Mehta
Director
February 26, 2025
Table of Contents
30
Signature
Title
Date
/s/ Michael S. Miller
Michael S. Miller
Director
February 26, 2025
/s/ Alfred M. Rankin, Jr.
Alfred M. Rankin, Jr.
Director
February 26, 2025
/s/ Thomas T. Rankin
Thomas T. Rankin
Director
February 26, 2025
/s/ James A. Ratner
James A. Ratner
Director
February 26, 2025
/s/ Clara R. Williams
Clara R. Williams
Director
February 26, 2025
Table of Contents
31
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, 2024
HAMILTON BEACH BRANDS HOLDING COMPANY
GLEN ALLEN, VIRGINIA
Table of Contents
F-1
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:
Reports of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42)
F-3
Consolidated Statements of Operations
F-6
Consolidated Statements of Comprehensive Income (Loss)
F-7
Consolidated Balance Sheets
F-8
Consolidated Statements of Cash Flows
F-9
Consolidated Statements of Equity
F-10
Notes to Consolidated Financial Statements
F-11
The following consolidated financial statement schedule of Hamilton Beach Brands Holding Company is included in
Item 15(a)(2):
Schedule II — Valuation and Qualifying Accounts
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.
Table of Contents
F-2
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors 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, 2024 and 2023, 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, 2024, and the related notes and Financial 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2024, 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, 2024, 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 February 26, 2025 expressed an unqualified 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.
Table of Contents
F-3
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
Audit
We 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 2017.
Richmond, Virginia
February 26, 2025
Table of Contents
F-4
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Hamilton Beach Brands Holding Company
Opinion on Internal Control Over Financial Reporting
We have audited Hamilton Beach Brands Holding Company’s internal control over financial reporting as of December 31,
2024, 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, Hamilton Beach Brands
Holding Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2024, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s
assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal
controls of HealthBeacon, which is included in the 2024 consolidated financial statements of the Company and constituted 3%
of total consolidated assets as of December 31, 2024 and 1% of total consolidated revenue for the year then ended. Our audit of
internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial
reporting of HealthBeacon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the 2024 consolidated financial statements of the Company and our report dated February 26, 2025 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. 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.
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
Richmond, Virginia
February 26, 2025
Table of Contents
F-5
HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31
2024
2023
2022
(In thousands, except per share data)
Revenue
$
654,693
$
625,625
$
640,949
Cost of sales
484,486
481,949
511,835
Gross profit
170,207
143,676
129,114
Selling, general and administrative expenses
126,703
108,395
90,120
Amortization of intangible assets
302
200
200
Operating profit
43,202
35,081
38,794
Interest expense, net
613
3,000
4,589
Pension termination expense
7,611
—
—
Other expense (income), net
1,602
385
1,776
Income before income taxes
33,376
31,696
32,429
Income tax expense (benefit)
2,617
6,454
7,162
Net income
$
30,759
$
25,242
$
25,267
Basic and diluted earnings per share
$
2.20
$
1.80
$
1.81
Basic weighted average shares outstanding
13,950
14,036
13,970
Diluted weighted average shares outstanding
13,963
14,060
13,996
See notes to consolidated financial statements.
Table of Contents
F-6
HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31
2024
2023
2022
(In thousands)
Net income
$
30,759
$
25,242
$
25,267
Other comprehensive income, net of tax:
Foreign currency translation adjustment
(5,867)
1,859
(2,997)
Gain (loss) on long-term intra-entity foreign currency transactions
—
653
1,865
Cash flow hedging activity
2,371
(3,365)
4,450
Reclassification of foreign currency adjustments into earnings
—
—
2,085
Reclassification of hedging activities into earnings
(1,223)
1,631
346
Pension plan adjustment
999
103
(4,053)
Reclassification related to pension termination activity into earnings
5,668
—
—
Reclassification of pension adjustments into earnings
142
370
629
Total other comprehensive income, net of tax
$
2,090
$
1,251
$
2,325
Comprehensive income
$
32,849
$
26,493
$
27,592
See notes to consolidated financial statements.
Table of Contents
F-7
HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
December 31
2024
2023
(In thousands)
Assets
Current assets
Cash and cash equivalents
$
45,644
$
15,370
Trade receivables, net
117,068
135,434
Inventory
124,904
126,554
Prepaid expenses and other current assets
16,103
9,457
Total current assets
303,719
286,815
Property, plant and equipment, net
34,401
27,401
Right-of-use lease assets
36,049
39,423
Goodwill
7,099
6,253
Other intangible assets, net
2,101
1,292
Deferred tax assets
6,693
2,581
Deferred costs
16,156
14,613
Other non-current assets
8,849
6,324
Total assets
$
415,067
$
384,702
Liabilities and stockholders’ equity
Current liabilities
Accounts payable
$
104,161
$
99,704
Accrued compensation
18,792
14,948
Accrued product returns
7,876
6,232
Lease liabilities
5,193
6,155
Other current liabilities
18,098
12,549
Total current liabilities
154,120
139,588
Revolving credit agreements
50,000
50,000
Lease liabilities, non-current
39,008
41,937
Other long-term liabilities
6,036
5,910
Total liabilities
249,164
237,435
Stockholders’ equity
Preferred stock, par value $0.01 per share
—
—
Class A Common stock, par value $0.01 per share; 11,476 and 11,161 shares issued as of December 31,
2024 and 2023, respectively
115
112
Class B Common stock, par value $0.01 per share, convertible into Class A on a one-for-one basis; 3,603
and 3,616 shares issued as of December 31, 2024 and 2023, respectively
36
36
Capital in excess of par value
76,668
70,401
Treasury stock
(26,202)
(12,013)
Retained earnings
123,863
99,398
Accumulated other comprehensive loss
(8,577)
(10,667)
Total stockholders’ equity
165,903
147,267
Total liabilities and stockholders’ equity
$
415,067
$
384,702
See notes to consolidated financial statements.
Table of Contents
F-8
HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
2024
2023
2022
(In thousands)
Operating activities
Net income
$
30,759
$
25,242
$
25,267
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization
4,801
4,362
4,883
Deferred income taxes
(7,269)
(906)
372
Stock compensation expense
6,270
5,394
3,424
Brazil foreign currency loss
—
—
2,085
Pension termination expense
7,611
—
—
Other
6,354
(358)
(129)
Net changes in operating assets and liabilities:
Trade receivables
13,840
(18,768)
4,532
Inventory
(4,103)
30,761
26,399
Other assets
713
10,856
6,274
Accounts payable
4,747
37,493
(69,911)
Other liabilities
1,692
(5,440)
(6,614)
Net cash provided by (used for) operating activities
65,415
88,636
(3,418)
Investing activities
Expenditures for property, plant and equipment
(3,193)
(3,419)
(2,279)
Acquisition of business, net of cash acquired
(7,412)
—
—
Issuance of secured loan
(600)
(1,605)
—
Repayment of secured loan
2,205
—
—
Purchase of U.S. Treasury bill
(4,884)
—
—
Other
—
(150)
—
Net cash provided by (used for) investing activities
(13,884)
(5,174)
(2,279)
Financing activities
Net additions (reductions) to revolving credit agreements
—
(60,916)
14,383
Purchase of treasury stock
(14,106)
(3,074)
(2,979)
Cash dividends paid
(6,294)
(6,082)
(5,782)
Financing fees paid
(548)
—
(47)
Net cash provided by (used for) financing activities
(20,948)
(70,072)
5,575
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(438)
1,084
(123)
Cash, cash equivalents and restricted cash
Increase (decrease) for the year
30,145
14,474
(245)
Balance at the beginning of the year
16,379
1,905
2,150
Balance at the end of the year
$
46,524
$
16,379
$
1,905
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents
$
45,644
$
15,370
$
928
Restricted cash included in prepaid expenses and other current assets
880
72
62
Restricted cash included in other non-current assets
—
937
915
Total cash, cash equivalents and restricted cash
$
46,524
$
16,379
$
1,905
See notes to consolidated financial statements.
Table of Contents
F-9
HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
Class A
Common
Stock
Class B
Common
Stock
Capital
in Excess
of Par
Value
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
(In thousands, except per share data)
Balance, January 1, 2022
$
103 $
40 $ 61,586 $
(5,960) $
60,753 $
(14,243) $
102,279
Net income
—
—
—
—
25,267
—
25,267
Issuance of common stock, net of conversions
4
(2)
(2)
—
—
—
—
Purchase of treasury stock
—
—
—
(2,979)
—
—
(2,979)
Stock compensation expense
—
—
3,424
—
—
—
3,424
Cash dividends, $0.415 per share
—
—
—
—
(5,782)
—
(5,782)
Other comprehensive income (loss)
—
—
—
—
—
(735)
(735)
Reclassification adjustment to net income
—
—
—
—
—
3,060
3,060
Balance, December 31, 2022
$
107 $
38 $ 65,008 $
(8,939) $
80,238 $
(11,918) $
124,534
Net income
—
—
—
—
25,242
—
25,242
Issuance of common stock, net of conversions
5
(2)
(1)
—
—
—
2
Purchase of treasury stock
—
—
—
(3,074)
—
—
(3,074)
Stock compensation expense
—
—
5,394
—
—
—
5,394
Cash dividends, $0.435 per share
—
—
—
—
(6,082)
—
(6,082)
Other comprehensive income (loss)
—
—
—
—
—
(750)
(750)
Reclassification adjustment to net income
—
—
—
—
—
2,001
2,001
Balance, December 31, 2023
$
112 $
36 $ 70,401 $ (12,013) $
99,398 $
(10,667) $
147,267
Net income
—
—
—
—
30,759
—
30,759
Issuance of common stock, net of conversions
3
—
(3)
—
—
—
—
Purchase of treasury stock
—
—
—
(14,189)
—
—
(14,189)
Stock compensation expense
—
—
6,270
—
—
—
6,270
Cash dividends, $0.455 per share
—
—
—
—
(6,294)
—
(6,294)
Other comprehensive income (loss)
—
—
—
—
—
(2,497)
(2,497)
Reclassification adjustment to net income
—
—
—
—
—
4,587
4,587
Balance, December 31, 2024
$
115 $
36 $ 76,668 $ (26,202) $
123,863 $
(8,577) $
165,903
See notes to consolidated financial statements.
Table of Contents
F-10
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 indirect, wholly owned subsidiary, Hamilton Beach Brands,
Inc., a Delaware corporation (“HBB”).
We are a leading designer, marketer and distributor of a wide range of brand name small electric household and specialty
housewares appliances, and commercial products for restaurants, fast food chains, bars and hotels, and are a provider of
connected devices and software for healthcare management.
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). Intercompany balances and transactions have been
eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the 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.
U.S. Treasury Bills
During the third quarter of 2024, the Company invested $9.8 million of excess cash on hand into two U.S. Treasury Bills with
original maturities of three and six months. U.S. Treasury Bills with an original maturity of 3 months or less are included within
cash and cash equivalents on the Consolidated Balance Sheets and those greater than 3 months but less than one year are
included within prepaid expenses and other current assets on the Consolidated Balance Sheets. The Company has classified
these U.S. Treasury Bills as held-to-maturity as it intends to hold these securities until maturity. Held-to-maturity debt securities
are recorded at amortized cost. Discounts from and premiums to par value on held-to-maturity debt securities are accreted/
amortized into interest income over the life of the respective security using the effective interest method. The Company
evaluates for other than temporary impairment on an ongoing basis. No impairment has been recognized for investments in debt
securities for any period presented. As of December 31, 2024, the amortized cost and net carrying value of the security
recognized in prepaid expenses and other current assets was $5.0 million. There were no U.S. Treasury Bills recognized within
cash and cash equivalents on the Consolidated Balance Sheets as of December 31, 2024 as the U.S. Treasury Bill with an
original maturity of three months reached it maturity.
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.
The Company maintains significant trade receivables balances with several large retail customers. As of December 31, 2024
and 2023, receivables from the Company’s five largest customers represented 68% and 72%, respectively, of HBB’s net trade
receivables. The Company’s significant credit concentration is uncollateralized; however, historically, minimal credit losses
have been incurred.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-11
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 $65.0 million in payment obligations. 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, 2024 and 2023, the Company has
$56.9 million and $55.0 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 $48.2 million and $48.9 million, respectively, of our outstanding payment obligations.
A rollforward of the Company’s outstanding payment obligations confirmed as valid under our supplier finance program for the
period shown were as follows:
2024
Confirmed obligations outstanding as of January 1
$
55,020
Invoices confirmed during the year
228,936
Confirmed invoices paid during the year
(227,016)
Confirmed obligations outstanding as of December 31
$
56,940
Transfer of Financial Assets
The Company has entered into an arrangement with a financial institution to sell certain U.S. trade receivables on a non-
recourse basis. Under the terms of the agreement, the 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, 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, the Company derecognized $149.7 million, $128.7 million and $118.5 million of trade
receivables during 2024, 2023 and 2022, respectively. The losses incurred on sold receivables in the consolidated results of
operations for the years ended December 31, 2024, 2023 and 2022 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
In April 2021, the Company made the decision to wind down the Brazilian subsidiary and enter into a licensing agreement with
a third party to service the Brazilian market. During 2022, the criteria for substantially complete liquidation were met, and
$2.1 million of accumulated other comprehensive losses were released into other expense (income), net in the consolidated
results of operations during the year ended December 31, 2022.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-12
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.
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 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.
No impairment has been recognized for identifiable intangible assets or goodwill for any period presented.
Environmental Liabilities
The Company and environmental consultants are investigating or remediating historical environmental contamination at some
current and former sites operated by the Company or by businesses the Company has 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.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-13
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the Company’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. The Company offers price concessions to its
customers for incentive offerings, special pricing agreements, price competition, promotions or other volume-based
arrangements. The Company determines whether price concessions offered to its customers are a reduction of the transaction
price and revenue or are advertising expense, depending on whether the Company receives a distinct good or service from its
customers and, if so, whether the Company can reasonably estimate the fair value of that distinct good or service. The Company
evaluated such agreements with its 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.
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 $13.7 million, $12.4 million and
$11.8 million in 2024, 2023 and 2022, 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, U.S. Treasury Bills, 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.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-14
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 SOFR (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.
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”) established in September 2017, and
amended and restated in March 2024, the Company grants shares 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 (1) three years after the participant’s retirement date, or (2) the participant’s death or
permanent disability. The Company issued 241,947, 169,227 and 150,062 shares of Class A Common in the years ended
December 31, 2024, 2023 and 2022, respectively. After the issuance of these shares, there were 1,011,394 shares of Class A
Common available for issuance under this plan. Stock compensation expense related to the Executive Plan was $5.1 million,
$4.2 million and $2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, and was based on the fair
value of Class A Common on the grant date.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-15
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. For the years ended
December 31, 2024 and 2023, $110,000 ($150,000 for the Chairman) of the non-employee director’s annual retainer of
$175,000 ($250,000 for the Chairman) was paid in transfer-restricted shares of Class A 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 (1) ten years after the Quarter Date with respect to which such Required Shares were issued or transferred, (2) the
date of the director’s death or date the director terminates service as a director due to permanent disability, (3) five years (or
earlier with the approval of the Board) after the director’s date of retirement from the Board, or (4) the date the director has both
retired from the Board and has reached age 70. Pursuant to this plan, the Company issued 60,235, 100,238 and 90,223 shares in
the years ended December 31, 2024, 2023 and 2022, respectively. In addition to the mandatory retainer fee received in transfer-
restricted stock, directors may elect to receive shares of Class A Common in lieu of cash for up to 100% of the balance of their
annual retainer, committee retainer and any committee chairman’s fees. These voluntary shares are not subject to any
restrictions. There were no shares issued under voluntary elections in 2024, 2023 and 2022. After the issuance of these shares,
there were 433,173 shares of Class A Common available for issuance under this plan. Stock compensation expense related to
these awards was $1.2 million, $1.2 million and $1.1 million for the years ended December 31, 2024, 2023 and 2022,
respectively. Stock compensation expense represents fair value based on the market price of the shares of Class A Common on
the grant date.
Leases
Lessee
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.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-16
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
Lessor
The Company is the lessor of connected devices to specialty pharmacy networks and pharmaceutical companies. The devices
are leased on a month-to-month basis and therefore are short-term leases. These leases are classified as operating leases. There
are no options to purchase the device at the end of the term. Revenue is recognized on a straight-line basis based on quantity of
connected devices in service during the month. The Company combines lease and non-lease components as a single component
for all asset classes.
Treasury Stock
The Company records the aggregate purchase price of treasury stock at cost and includes treasury stock as a reduction to
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. The
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’s structure or tax status.
The Company’s tax assets, liabilities and tax expense are supported by historical earnings and losses and the Company’s best
estimates and assumptions of future earnings by jurisdiction. The Company assesses whether a valuation allowance should be
established against the Company’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 Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Update requires disclosure of significant segment
expenses that are regularly provided to the chief operating decision maker (“CODM”). Additionally, the title and position of
the CODM is required to be disclosed along with how the CODM uses reported measured of segment profit or loss in assessing
performance and deciding how to allocate resources. The Company adopted ASU 2023-07 for the fiscal year beginning January
1, 2024. The adoption of this guidance did not have a material impact to the Company’s consolidated financial statements.
In September 2022, the FASB issued ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of
Supplier Finance Program Obligations.” The Company adopted this guidance in the first quarter of 2023, however the annual
requirement for the rollforward of the obligation was not effective until the fiscal year beginning January 1, 2024. The
Company has adopted the final requirement of ASU 2022-04 for the fiscal year beginning January 1, 2024 and the adoption of
this guidance did not have a material impact to the Company’s consolidated financial statements.
F-17
Recently Issued Accounting Standards
In December 2023, the FASB 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
effective 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 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.
In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income—Expense
Disaggregation Disclosures (Subtopic 220-40),” which requires additional information to be disclosed about specific expense
categories in the notes to financial statements at interim and annual reporting periods. The amendments are effective for fiscal
years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. 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.
NOTE 2 - Property, Plant and Equipment, Net
Property, plant and equipment, net includes the following:
December 31
2024
2023
Land
$
226
$
226
Furniture and fixtures
9,946
10,885
Building and improvements
9,511
9,704
Machinery and equipment
33,021
33,626
Internal-use capitalized software
15,867
14,981
Construction in progress, including internal-use capitalized software not yet in service
2,180
3,177
Property, plant and equipment, at cost
70,751
72,599
Less allowances for depreciation and amortization
36,350
45,198
$
34,401
$
27,401
Depreciation expense from property, plant and equipment, net for the years ended December 31, 2024, 2023 and 2022 was $4.5
million, $4.2 million, and $4.7 million, respectively.
NOTE 3 - Intangible Assets
Intangible assets other than goodwill, which are subject to amortization, consist of the following:
Gross Carrying
Amount
Accumulated
Amortization
Net
Balance
Balance as of December 31, 2024
Trademarks
$
3,100
$
(2,008) $
1,092
Developed technology
1,111
(102)
1,009
$
4,211
$
(2,110) $
2,101
Balance as of December 31, 2023
Trademarks
3,100
(1,808)
1,292
$
3,100
$
(1,808) $
1,292
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-18
Amortization expense for intangible assets was $0.3 million, $0.2 million and $0.2 million for the years ended December 31,
2024, 2023 and 2022, respectively.
Expected annual amortization expense of intangible assets for the next five years is $0.3 million. The weighted average
amortization period for intangible assets is approximately 7.2 years.
The goodwill balance was $7.1 million and $6.3 million as of December 31, 2024 and 2023, respectively. The acquisition of
HealthBeacon resulted in the addition of $0.8 million in goodwill during the year ended December 31, 2024 which is
attributable to the Health segment. The remaining goodwill balance is attributable to the Home and Commercial Products
segment. Other than the acquisition, there has been no change to goodwill since the prior year.
NOTE 4 - 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’s available and outstanding borrowings:
December 31
2024
2023
Total outstanding borrowings:
Revolving credit agreements
$
50,000
$
50,000
Total outstanding borrowings
$
50,000
$
50,000
Total available borrowings, net of limitations, under revolving credit agreements
$ 107,257
$ 148,097
Unused available borrowings
$
57,257
$
98,097
Weighted average stated interest rate on total borrowings
5.20 %
6.84 %
Weighted average effective interest rate on total borrowings (including interest rate swap agreements)
2.50 %
4.25 %
Including swap settlements, interest paid on total debt was $0.5 million, $3.0 million and $4.5 million during 2024, 2023 and
2022, respectively. Interest capitalized was not material in 2024, 2023 and 2022.
On December 13, 2024, HBB entered into the Second Amended and Restated Credit Agreement (the “Agreement”). The
Agreement restated HBB’s prior credit agreement in its entirety and extended the term of HBB's senior secured floating-rate
revolving credit facility (the “HBB Facility”) to December 13, 2029, decreased the credit facility from $150 million to
$125 million, added an optional $25.0 million term loan, and removed the Canadian subsidiary from the credit facility. As a
result of the Agreement, repayment of the HBB Facility is due on December 13, 2029, therefore all borrowings are classified as
long term debt as of December 31, 2024. The obligations under the HBB Facility are secured by substantially all of HBB’s U.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, 2024, 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 and inventory of HBB. As of December 31, 2024, interest on outstanding loans under the HBB Facility
accrues at a per annum rate equal to, at HBB’s option, either Term Secured Overnight Financing Rate (SOFR) (as defined in the
HBB) plus 1.65% or the Base Rate (as defined in the HBB) plus 0.00%. As of December 31, 2024, the HBB Facility requires a
fee of 0.20% per annum on the unused commitment thereunder.
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.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-19
HBB does not expect to make voluntary repayments within the next twelve months under the HBB Facility as the rate of return
to invest excess cash exceeds the average interest rate of the HBB Facility. A material decrease in interest rates could cause
HBB to re-evaluate.
NOTE 5 - 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 SOFR 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. The Company also incorporates the effect of HBB 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 value of the HBB Facility, including book overdrafts, which approximate
book value, were determined using current rates offered for similar obligations taking into account HBB’s credit risk, which is
Level 2 as defined in the fair value hierarchy.
There were no transfers into or out of Levels 1, 2 or 3 during the years ended December 31, 2024 and 2023.
NOTE 6 - Derivative Financial Instruments
Foreign Currency Derivatives
HBB held forward foreign currency exchange contracts with total notional amounts of $18.8 million and $16.9 million as of
December 31, 2024 and 2023, respectively, denominated primarily in Canadian dollars and Mexican pesos. The fair value of
these contracts approximated a receivable of $0.8 million as of December 31, 2024 and a payable of $0.5 million as of
December 31, 2023.
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 SOFR 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 as of December 31, in millions:
Notional Amount
Average Fixed Rate
Remaining Term at
2024
2023
2024
2023
December 31, 2024
Interest rate swaps
$
50.0
$
25.0
1.6 %
1.4 %
Extending to January 2029
Interest rate swaps
$
—
$
25.0
— %
1.6 %
n/a
Delayed start interest rate swaps
$
—
$
25.0
— %
1.8 %
n/a
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-20
The fair value of HBB’s interest rate swap agreements was a receivable of $4.0 million as of December 31, 2024 and a
receivable of $4.0 million as of December 31, 2023. 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,
2024 are expected to continue to be effective as hedges.
The following table summarizes the fair value of derivative instruments as of December 31, as recorded in the Consolidated
Balance Sheets:
Asset Derivatives
Liability Derivatives
Balance sheet location
2024
2023
Balance sheet location
2024
2023
Interest rate swap agreements
Current
Prepaid expenses and other
current assets
$ 1,144 $ 511
Other current liabilities
$
—
$
—
Long-term
Other non-current assets
2,808
3,501
Other long-term liabilities
—
—
Foreign currency exchange contracts
Current
Prepaid expenses and other
current assets
789
—
Other current liabilities
—
538
Total derivatives
$ 4,741 $ 4,012
$
—
$ 538
NOTE 7 - Leasing Arrangements
Lessee
At commencement of the Company’s leases right-of-use assets and corresponding liabilities are recognized 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 13 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, global headquarters and sales offices. Equipment leases include office and warehouse equipment as
well as Company specific tooling used by third-party suppliers in the production process. Payments under these lease
arrangements may be fixed or variable.
December 31
2024
2023
Operating lease cost
$
8,112 $
8,380
Finance lease cost
Amortization of leased assets
72
29
Interest on lease liabilities
28
14
Finance lease cost
100
43
Variable lease cost (1)
368,948
354,024
Short term lease cost (2)
52
280
Total lease cost
$
377,212 $
362,727
(1) Amounts primarily reflect product purchases that are associated with production related tooling.
(2) Leases with an initial term of 12 months or less
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-21
The Company recognized a $0.7 million and $0.5 million impairment charge in 2024 and 2023, respectively, related to the
consolidation of warehouses, which is included within cost of sales in the Consolidated Statement of Operations and relates to
the Home and Commercial Products segment. The impairments were measured using a discounted cash flow based on the
marketed rate of the warehouse and the time expected to identify a sub-lessor.
The following table presents supplemental cash flow and non-cash information related to leases:
December 31
2024
2023
Cash paid for amounts included in the measurement of lease liabilities – operating
cash flows from leases
$
8,799 $
8,429
Right-of-use assets obtained in exchange for lease obligations of operating leases –
non-cash activity
$
2,624 $
981
Right-of-use assets obtained in exchange for lease obligations of finance leases –
non-cash activity
$
73 $
377
The following table reconciles the undiscounted future lease payments for operating and finance leases to the lease liabilities
recorded in the Consolidated Balance Sheet as of December 31, 2024:
Undiscounted Future Lease
Payments
2025
$
7,370
2026
6,674
2027
6,209
2028
5,851
2029
5,692
Thereafter
22,676
Total lease payments
54,472
Less: impact of discounting
10,271
Present value of lease payments
$
44,201
The following table summarizes the weighted-average lease term and discount rate.
December 31
2024
2023
Weighted average remaining lease term in years - operating leases
8.3
9.0
Weighted average remaining lease term in years - finance leases
3.6
4.5
Weighted average discount rate - operating leases (1)
5.1 %
5.0 %
Weighted average discount rate - finance leases (1)
7.3 %
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, 2024, the Company did not have any additional material operating or finance leases that had not yet
commenced.
Lessor
The Company leases connected devices to specialty pharmacy networks and pharmaceutical companies. The lease payments are
assessed per unit on a monthly basis. The devices are leased on a month-to-month basis and therefore are short-term leases.
These leases are classified as operating leases. There are no options to purchase the device at the end of the term. The devices
are classified as property, plant and equipment, net on the Consolidated Balance Sheets. For the year ended December 31, 2024,
total lease revenue was $3.2 million. There was no lease revenue during the year ended December 31, 2023.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-22
NOTE 8 - 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 are established by the Board upon issuance of
such Preferred stock.
The 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.
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 one vote on all matters submitted to stockholders, and each share of the Company’s Class B Common will entitle the
holder of the share to ten 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
2024
2023
Preferred stock, par value $0.01 per share
Preferred stock authorized
5,000
5,000
Preferred stock outstanding
—
—
Class A Common stock, par value $0.01 per share
Class A Common authorized
70,000
70,000
Class A Common issued(1)(2)
11,476
11,161
Treasury Stock(3)
1,545
877
Class B Common stock, par value $0.01 per share, convertible into Class A on a one-for-one basis
Class B Common authorized
30,000
30,000
Class B Common issued(1)
3,603
3,616
(1)
Class B Common converted to Class A Common were 13 shares during 2024 and 228 shares 2023.
(2)
The Company issued Class A Common of 302 during 2024 and 270 during 2023 related to the Company’s stock compensation
plan.
(3)
On March 5, 2024, a total of 30 mandatory cashless-exercise-award shares of Class A Common were surrendered to the Company
by the participants of our Executive Long-Term Equity Incentive Compensation Plan (the “Incentive Plan”) in order to satisfy the
participants’ tax withholding obligations with respect to shares of Class A Common awarded under the Incentive Plan on March 5, 2024.
Stock Repurchases
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. This program replaced the
previous stock repurchase plan that started February 22, 2022 and ended December 31, 2023. During the years ended
December 31, 2024, 2023 and 2022, the Company repurchased 638,381, 250,772 and 261,049 shares for an aggregate purchase
price of $13.5 million, $3.1 million and $3.0 million, respectively.
Additionally, during the year ended December 31, 2024, the Company withheld shares for tax payments due upon issuance of
stock to employees under the Incentive Plan. During the year ended December 31, 2024, the Company repurchased 30,404
shares for an aggregate purchase price of $0.6 million pursuant to the Incentive Plan.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-23
The total combined share repurchases from the stock repurchase program and the Incentive Plan during the year ended
December 31, 2024, was 668,785 shares for $14.1 million aggregate purchase price (excluding the 1% excise tax as a result of
the Inflation Reduction Act of 2022).
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
Currency
Deferred Gain
(Loss) on Cash
Flow Hedging
Pension Plan
Adjustment
Total
Balance, January 1, 2022
$
(9,877) $
(638) $
(3,728) $
(14,243)
Other comprehensive income (loss)
(865)
5,950
(5,444)
(359)
Reclassification adjustment to net income (loss)
1,267
478
851
2,596
Tax effects
551
(1,632)
1,169
88
Balance, December 31, 2022
$
(8,924) $
4,158 $
(7,152) $
(11,918)
Other comprehensive income (loss)
2,792
(4,529)
141
(1,596)
Reclassification adjustment to net income (loss)
—
2,231
474
2,705
Tax effects
(280)
564
(142)
142
Balance, December 31, 2023
$
(6,412) $
2,424 $
(6,679) $
(10,667)
Other comprehensive income (loss)
(5,867)
3,256
1,344
(1,267)
Reclassification adjustment to net income (loss)
—
(1,629)
7,805
6,176
Tax effects
—
(479)
(2,340)
(2,819)
Balance, December 31, 2024
$
(12,279) $
3,572 $
130 $
(8,577)
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:
2024
2023
2022
Basic weighted average shares outstanding
13,950
14,036
13,970
Dilutive effect of share-based compensation awards
13
24
26
Diluted weighted average shares outstanding
13,963
14,060
13,996
Basic and diluted earnings (loss) per share
$
2.20
$
1.80
$
1.81
NOTE 9 - Revenue
Revenue is recognized when control of the promised goods or services is transferred to the Company’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.
The 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 consumer as the Company may repair or replace, in its discretion, products returned under
warranty. Accordingly, the Company determined that no separate performance obligation exists.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-24
Most of the Company’s products are not sold with a general right of return. 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 for
reasons such as product failure and excess inventory stocked by the 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.
A description of revenue sources and performance obligations for the 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 a
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 a Company facility, or delivered to customers, depending on the
shipping terms. The amount of revenue recognized varies primarily with price concessions and changes in returns. The
Company offers price concessions to its customers for incentive offerings, special pricing agreements, price competition,
promotions or other volume-based arrangements. The Company evaluated such agreements with its 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 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 two-
thirds of the Company’s commercial sales is in the U.S. and the remaining 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 the Company’s intellectual property (“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 products (the “Licensed IP”). In exchange for granting the right to
use the Licensed IP, the 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. The Company recognizes revenue at the
later of when the subsequent sales occur or when the performance obligation is satisfied over time. Additionally, the Company
enters into agreements which grant the right to use software for healthcare management. The Company receives a license
payment which is recognized when the performance obligation is satisfied over time or as usage occurs based on the contract
with the customer.
Lease revenue
The Company leases connected devices to specialty pharmacy networks and pharmaceutical companies and is accounted for
under Accounting Standards Codification 842, Leases as operating leases.
The following table presents the Company’s revenue on a disaggregated basis for the year ending:
Year Ended
December 31
2024
2023
2022
Consumer products
$
592,801
$
568,006
$
573,898
Commercial products
51,755
52,327
61,455
Licensing
6,917
5,292
5,596
Leasing
3,220
—
—
Total revenues
$
654,693
$
625,625
$
640,949
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-25
Walmart Inc. and its global subsidiaries accounted for approximately 29%, 27% and 26% of the Company’s revenue in 2024,
2023 and 2022, respectively. Amazon.com, Inc. and its subsidiaries accounted for approximately 24%, 24% and 23% of the
Company’s revenue in 2024, 2023 and 2022 respectively. The Company’s five largest customers accounted for approximately
65%, 64% and 61% of its revenue in 2024, 2023 and 2022, respectively.
NOTE 10 - Contingencies
The Company is involved in various legal and regulatory proceedings and claims that have arisen in the ordinary course of
business, including product liability, patent infringement, asbestos related claims, environmental and other claims. Although it
is difficult to predict the ultimate outcome of these proceedings and claims, the Company believes the ultimate disposition of
these matters will not have a material adverse effect on the financial condition, results of operation or cash flows of the
Company. Any costs that the 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.
Proceedings and claims asserted against the Company 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’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
The Company is investigating or remediating historical environmental contamination at some current and former sites operated
by the Company or by businesses it acquired. Based on the current stage of the investigation or remediation at each known site,
the 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.
The 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 the Company’s estimate of the time required to remediate the sites changes. The Company’s
current estimates may differ materially from original estimates.
As of December 31, 2024 and 2023, the Company had accrued undiscounted obligations of $3.9 million and $3.4 million
respectively, for environmental investigation and remediation activities. The increase in the amount accrued as of December 31,
2024 compared to December 31, 2023 is due to a change in the expected extent of investigation and remediation activities
associated with some of the sites. The Company estimates that it is reasonably possible that it may incur additional expenses in
the range of zero to $1.0 million related to the environmental investigation and remediation at these sites. As of December 31,
2024, the Company has $0.9 million, classified as restricted cash, associated with reimbursement of environmental
investigation and remediation costs from a responsible party in exchange for release from all future obligations for one site.
Additionally, the Company has a $1.3 million asset associated with the reimbursement of costs associated with two sites, which
is included in prepaid expenses and other current assets and other non-current assets.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-26
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:
2024
2023
2022
Income (loss) before income taxes
Domestic
$
33,403
$
24,008
$
34,400
Foreign
(27)
7,688
(1,971)
$
33,376
$
31,696
$
32,429
Income tax expense (benefit)
Current income tax expense (benefit):
Federal
$
8,457
$
3,412
$
6,297
State
2,790
1,452
2,463
Foreign
(1,361)
2,496
(1,970)
Total current
9,886
7,360
6,790
Deferred income tax expense (benefit):
Federal
(4,573)
910
(669)
State
(998)
(9)
(153)
Foreign
(1,698)
(1,807)
1,194
Total deferred
(7,269)
(906)
372
$
2,617
$
6,454
$
7,162
The Company made $5.8 million, $3.1 million and $5.3 million federal income tax payments during 2024, 2023 and 2022,
respectively, to the IRS. The Company made foreign and state income tax payments of $5.2 million, $3.2 million and $4.0
million during 2024, 2023 and 2022, respectively. No income tax refunds were received in 2024. Income tax refunds totaled
$0.1 million and $0.5 million during 2023 and 2022, respectively.
A reconciliation of the federal statutory and effective income tax rate for the years ended December 31 is as follows:
2024
2023
2022
$
%
$
%
$
%
Income (loss) before income taxes
$ 33,376
$ 31,696
$ 32,429
Statutory taxes at 21%
$
7,009
21.0 % $
6,656
21.0 % $
6,810
21.0 %
State and local income taxes
1,610
4.8 %
1,224
3.9 %
1,850
5.7 %
Valuation allowances
635
1.9 %
13
0.1 %
642
2.0 %
Other non-deductible expenses
1,196
3.6 %
402
1.3 %
384
1.2 %
Credits
(1,148)
(3.4) %
(860)
(2.7) %
(900)
(2.8) %
Effect of foreign operations (1)
(4,330)
(13.1) %
(946)
(3.0) %
(526)
(1.6) %
Unrecognized tax benefits
(32)
(0.1) %
422
1.3 %
(1,179)
(3.6) %
Accounting method change (2)
(2,278)
(6.8) %
—
— %
—
— %
Other, net
(45)
(0.1) %
(457)
(1.5) %
81
0.2 %
Income tax provision
$
2,617
7.8 % $
6,454
20.4 % $
7,162
22.1 %
(1) The 2024 period includes a tax benefit for deducting certain historical foreign operating losses.
(2) During the fourth quarter of 2024, the Company filed IRS form 3115 Application for Change in Accounting Method, for depreciation. The
result of the filing was a benefit of $2.3 million.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-27
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
2024
2023
Deferred tax assets
Tax carryforwards
$
5,982
$
2,206
Lease liabilities
2,003
2,208
Inventory
802
1,420
Accrued expenses and reserves
2,963
3,131
Other employee benefits
259
316
Depreciation and amortization
3,646
—
Other
32
302
Total deferred tax assets
15,687
9,583
Less: Valuation allowances
(5,982)
(2,780)
9,705
6,803
Deferred tax liabilities
Right-of-use lease assets
—
70
Accrued pension benefits
3,373
3,349
Depreciation and amortization
—
803
Total deferred tax liabilities
3,373
4,222
Net deferred tax asset
$
6,332
$
2,581
As of December 31, 2024 and 2023, 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, 2024
Net deferred tax
asset
Valuation
allowance
Carryforwards
expire during:
Non-U.S. net operating loss
$
5,982
$
5,982
2025 - 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
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.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-28
As of December 31, 2024, the cumulative unremitted earnings of the Company’s foreign subsidiaries are approximately $15.0
million. The Company has recorded the tax impact for the unremitted earnings as allowed under the Tax Cuts and Jobs Act (the
“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 and
the 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’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, 2024, 2023 and 2022. Approximately $0.6 million, $1.4 million and $0.2 million of these gross amounts as of December 31,
2024, 2023 and 2022, 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.
2024
2023
2022
Balance as of January 1
$
1,447
$
256
$
3,855
Additions (reductions) based on tax positions related to prior years
(769)
769
(3,476)
Additions (reductions) based on tax positions related to the current year
—
493
71
Reductions for lapse of statute of limitations
(60)
(71)
(194)
Reductions due to settlements with taxing authorities
—
—
—
Balance as of December 31
$
618
$
1,447
$
256
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 for the years ended December 31, 2024 and 2023. The Company recognized
income of $1.5 million related to interest and penalties for the year ended December 31, 2022. There were no accruals for
interest and penalties as of December 31, 2024, 2023 and 2022.
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 Company is generally open for examination of foreign
jurisdictions for the tax year 2017 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 12 - Retirement Benefit Plans
Defined Benefit Plans
The Company maintains one active defined benefit pension plan in Canada (the “Canada Pension Plan”) and one terminated
defined benefit pension plan (the “U.S. Pension Plan”) that provide benefits based on years of service and average
compensation during certain periods. The Company’s U.S. Pension 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
Canada Pension Plan was frozen, effective December 31, 2008.
During 2022, the Board approved the termination of our U.S. Pension Plan with an effective date of September 30, 2022.
During 2024, the Company substantially completed the termination. The Company currently expects that all surplus assets
remaining after the U.S. Pension Plan termination will be transferred to a qualified replacement plan once all remaining benefit
obligations are settled. The surplus assets as of December 31, 2024 were $13.4 million which are included within prepaid
expenses and other current assets on the Consolidated Balance Sheets.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-29
The weighted-average assumptions used in accounting for the defined benefit plans were as follows for the years ended
December 31:
2024
2023
2022
U.S. Pension Plan
Discount rate for pension benefit obligation
n/a
5.01 %
5.34 %
Discount rate for net periodic benefit (income) expense
n/a
5.34 %
3.22 %
Expected long-term rate of return on assets for net periodic pension (income) expense
n/a
4.00 %
6.44 %
Canada Pension Plan
Discount rate for pension benefit obligation
4.58 %
4.63 %
5.15 %
Discount rate for net periodic benefit (income) expense
4.63 %
5.15 %
2.90 %
Expected long-term rate of return on assets for net periodic pension (income) expense
6.00 %
6.00 %
4.75 %
During the third quarter of 2024, the Company remeasured the U.S. Pension Plan since benefit obligations were settled through
a combination of lump sum payments to eligible plan participants and the purchase of a group annuity contract in August 2024,
under which future benefit obligations were transferred to a third-party insurance company. The remeasurement resulted in pre-
tax settlement charges of $7.6 million ($5.7 million post-tax) during the year ended December 31, 2024, which were released
from Accumulated Other Comprehensive Income into earnings and are included within Pension termination expense on the
Consolidated Statements of Operations.
The discount rate for net periodic benefit (income) expense used during the period January 1, 2024 to August 31, 2024 was
5.01%. Due to the U.S. Pension Plan termination, the discount rate used for the period September 1, 2024 to December 31,
2024 period was 0.00%. The expected long-term rate of return on assets used for the net periodic benefit (income) expense used
during the period January 1, 2024 to August 31, 2024 was 3.00%. Due to the U.S. Pension Plan termination, the expected long-
term rate of return on assets used for the net periodic benefit (income) expense for the period September 1, 2024 to December
31, 2024 period was 0.00%.
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:
2024
2023
2022
U.S. Pension Plan
Interest cost
$
379
$
674
$
478
Expected return on plan assets
(521)
(1,082)
(1,820)
Amortization of actuarial loss
238
358
520
Settlement loss
7,611
—
347
Net periodic pension (income) expense
$
7,707
$
(50) $
(475)
Canada Pension Plan
Interest cost
$
147
$
162
$
127
Expected return on plan assets
(263)
(258)
(261)
Amortization of actuarial loss (gain)
(44)
118
(16)
Net periodic pension (income) expense
$
(160) $
22
$
(150)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-30
Set forth below is the detail of other changes in plan assets and benefit obligations (pre-tax) recognized in other comprehensive
loss (income) for the years ended December 31:
2024
2023
2022
U.S. Pension Plan
Current year actuarial loss (gain)
$
(998) $
(33) $
5,558
Settlement loss
(7,611)
—
(347)
Amortization of actuarial loss
(238)
(358)
(520)
Total recognized in other comprehensive loss (income)
$
(8,847) $
(391) $
4,691
Canada Pension Plan
Current year actuarial loss (gain)
$
(346) $
(108) $
(114)
Amortization of actuarial (loss) gain
44
(118)
16
Total recognized in other comprehensive loss (income)
$
(302) $
(226) $
(98)
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 as of December 31:
2024
2023
U.S.
Pension
Plan
Canada
Pension
Plan
U.S.
Pension
Plan
Canada
Pension
Plan
Change in benefit obligation
Projected benefit obligation at beginning of year
$
12,916
$
3,401
$
14,495
$
3,238
Interest cost
379
147
674
162
Annuity purchase refund
441
—
—
—
Actuarial (gain) loss
(1,610)
18
(350)
186
Benefits paid
(1,030)
(217)
(1,903)
(265)
Settlements
(10,992)
—
—
—
Foreign currency exchange rate changes
—
(272)
—
80
Projected benefit obligation at end of year
$
104
$
3,077
$
12,916
$
3,401
Accumulated benefit obligation at end of year
$
104
$
3,077
$
12,916
$
3,401
Change in plan assets
Fair value of plan assets at beginning of year
$
25,156
$
4,654
$
26,294
$
4,401
Actual return on plan assets
(90)
645
765
551
Benefits paid
(1,030)
(217)
(1,903)
(265)
Annuity purchase refund
441
—
—
—
Settlements
(10,992)
—
—
—
Other
—
(189)
—
(142)
Foreign currency exchange rate changes
—
(388)
—
109
Fair value of plan assets at end of year
$
13,485
$
4,505
$
25,156
$
4,654
Funded status at end of year
$
13,381
$
1,428
$
12,240
$
1,253
Amounts recognized in the balance sheets consist of:
Deferred costs
$
13,381
$
1,428
$
12,240
$
1,253
Components of accumulated other comprehensive loss consist of:
Actuarial loss
$
(62) $
205
$
(8,910) $
(95)
Deferred taxes
16
(29)
2,265
63
$
(46) $
176
$
(6,645) $
(32)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-31
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.”
Amounts outside the corridor are amortized over the average expected remaining lifetime of inactive participants for the
pension plan. 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’s policy is to make contributions to fund its pension plan within the range allowed by applicable regulations. The
Company does not expect to contribute to its Canada Pension Plan in 2025.
Pension benefit payments are made from assets of the pension plan.
Given the Company’s plan to terminate the U.S. Pension Plan, the below reflects the timing and value of the remaining
obligations to settle the termination which relate to the Pension Benefit Guaranty Corporation (PBGC)’s missing participant
program.
Future pension benefit payments expected to be paid from assets of the pension plans are:
U.S. Pension
Plan
Canada Pension
Plan
2025
$
104
$
224
2026
—
231
2027
—
242
2028
—
240
2029
—
236
2029-2034
—
1,118
$
104
$
2,291
Historically, the U.S. Pension Plan 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 termination
process, volatility in the market and the U.S. Pension Plan’s funding status, the U.S. Pension 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. During 2024, the assets were moved into a money market fund due to the settlement of
benefit obligations.
For the Canada Pension Plan, the expected long-term rate of return on defined benefit plan assets reflects the 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 the plan as well as a
forward-looking rate of return. The historical and forward-looking rates of return are used to determine the Company’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.
Due to the termination of U.S. Pension Plan, there were no assumptions for expected returns. Expected returns for the Canada
Pension Plan are based on fair market value for Canada Pension Plan assets.
The following is the actual allocation percentage for the U.S. Pension Plan assets as of December 31:
2024
Actual
Allocation (1)
2023
Actual
Allocation
Fixed income securities
— %
96.2 %
Money market
100.0 %
3.8 %
(1) Due to the U.S. Pension Plan termination, the investment policy was amended to allow investments solely in money market funds.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-32
The Canada Pension Plan maintains an investment policy that, among other things, establishes a portfolio asset allocation
methodology with percentage allocation bands for individual asset classes. The investment policy provides 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 Canada Pension Plan assets as of
December 31:
2024
Actual
Allocation
2023
Actual
Allocation
Target Allocation
Range
Canadian equity securities
32.7 %
31.4 %
25.0% - 35.0%
Non-Canadian equity securities
37.7 %
31.2 %
25.0% - 35.0%
Fixed income securities
29.6 %
37.4 %
30.0% - 50.0%
Money market
— %
— %
0.0% - 5.0%
The fair value of each major category of the Company’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’s Canada 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. Plan
Canada Pension Plan
2024
2023
2024
2023
U.S. equity securities
$
—
$
—
$
1,458
$
1,193
Non-U.S. equity securities
—
—
1,714
1,720
Fixed income securities
—
24,202
1,333
1,741
Money market
13,044
954
—
—
Total
$
13,044
$
25,156
$
4,505
$
4,654
Defined Contribution Plans
HBB maintains a defined contribution (401(k)) plan for substantially all U.S. employees and similar plans for Canadian and
Irish employees. The Company’s U.S. plan provides employer safe harbor contributions based on plan provisions. All plans
provide for a separate employer contribution. These plans permit additional profit-sharing contributions, determined annually,
that are based on a formula that includes (1) the effect of actual operating profit results compared with targeted operating profit
results and (2) the age and/or compensation of the participants. Total costs, including Company contributions, for these plans
were $6.1 million in 2024, $5.0 million in 2023 and $5.2 million in 2022.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-33
NOTE 13 - Data by Geographic Region
Revenue and property, plant and equipment related to operations outside the U.S., based on customer and asset location, are as
follows:
U.S.
Other
Consolidated
2024
Revenue from unaffiliated customers
$
511,248
$
143,445
$
654,693
Property, plant and equipment, net
$
26,730
$
7,671
$
34,401
2023
Revenue from unaffiliated customers
$
493,711
$
131,914
$
625,625
Property, plant and equipment, net
$
23,068
$
4,333
$
27,401
2022
Revenue from unaffiliated customers
$
504,449
$
136,500
$
640,949
Property, plant and equipment, net
$
24,207
$
3,623
$
27,830
No single country outside of the U.S. comprised 10% or more of HBB’s revenue from unaffiliated customers. There are two
countries outside of the U.S. that comprised 10% or more of HBB’s property, plant and equipment, net.
NOTE 14 - Segment Information
The Company’s operations are managed and reported in two operating segments, each of which is a reportable segment for
financial reporting purposes: (1) Home and Commercial Products and (2) Health. These segments are organized principally by
product and service category. The Company’s reportable segments are determined based on (1) financial information reviewed
by the CODM, (2) operational structure of the Company which is designed and managed to share resources across the entire
suite of products offered by the business, and (3) the basis upon which the CODM makes resource allocation decisions. The
CODM for both segments is the Director, President and Chief Executive Officer of the Company. The CODM utilizes the
segment operating profit (loss) to assess profitability and performance of actual results compared to forecasts.
The types of products and services from which each reportable segment derives its revenues are as follows:
Home and Commercial Products
Our Home and Commercial Products segment includes consumer product revenue, primarily concentrated in North America,
consisting of sales of small electric household and specialty housewares appliances to traditional brick and mortar and
ecommerce retailers, distributors and directly to the end consumer. Also included in this segment is commercial product
revenue consisting of sales of products for restaurants, fast-food chains, bars and hotels. Approximately two-thirds of the
Company’s commercial sales is in the U.S. and the remaining is in markets across the globe.
Health
Our Health segment includes lease revenue in the U.S. and globally associated with leases of connected devices to specialty
pharmacy networks and pharmaceutical companies, as well as licensing revenue associated with agreements which grant
customers the right to use software for healthcare management.
The Company has adopted ASU 2023-07 which requires disclosure of significant segment expenses which are regularly
reviewed by the CODM. The table below presents the revenues and significant expenses of the two reportable segments along
with a reconciliation of segment profit (loss) to consolidated income (loss) before income taxes. Total assets by segment is not
reported as the CODM does not regularly review asset information by segment.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-34
December 31, 2024
Home and Commercial
Products
Health
Total
Revenue
$
650,409 $
4,284 $
654,693
Less:
Cost of sales
483,444
1,042
484,486
Selling, general and administrative expenses
118,470
8,233
126,703
Amortization of intangible assets
200
102
302
Segment profit (loss)
$
48,295 $
(5,093) $
43,202
Reconciliation of segment profit (loss)
Interest expense, net
613
Pension termination expense
7,611
Other expense (income), net
1,602
Income before income taxes
$
33,376
During the year ended December 31, 2024, the Home and Commercial Products segment had two customers that accounted for
more than 10% of total consolidated revenue. These two customers had $189.3 million and $154.1 million of revenue,
respectively. During the year ended December 31, 2024, the Health segment had no customers that accounted for more than
10% of total consolidated revenue.
During the years ended December 31, 2023 and 2022, the Company had one operating and one reportable segment.
Since the Company operated in one reportable segment in the prior years presented in the Consolidated Statements of
Operations, all required financial segment information can be found in the consolidated financial statements.
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-35
NOTE 15 - Acquisitions
On February 2, 2024, we completed the acquisition of HealthBeacon PLC (“HealthBeacon”), a medical technology firm and
strategic partner of the Company, for €6.9 million (approximately $7.5 million). The transaction was funded with cash on hand.
The acquisition of HealthBeacon was accounted for as a business combination using the acquisition method of accounting. The
results of operations for HealthBeacon are included in the accompanying Consolidated Statements of Operations from the
acquisition date until December 31, 2024. HealthBeacon had $4.3 million in revenue and $4.3 million in operating loss that was
included in our consolidated financial statements for the year ended December 31, 2024, respectively. Pro forma financial
information has not been presented, as revenue and expenses related to the acquisition do not have a material impact on the
Company’s consolidated financial statements.
There were no adjustments as allowed within the measurement period during the three months ended December 31, 2024. As of
December 31, 2024, the purchase price allocation for HealthBeacon has been finalized.
During the year ended December 31, 2024, we incurred transaction costs of approximately $1.3 million, respectively, which are
included in Selling, general and administrative expenses.
The following table presents the final value of assets acquired and liabilities assumed:
Fair Values as of
February 2, 2024
Cash and cash equivalents
$
147
Current assets
1,452
Property, plant and equipment, net
6,634
Goodwill
847
Other intangible assets, net
1,111
Total assets acquired
10,191
Liabilities, current
2,016
Liabilities, non-current
616
Total liabilities acquired
2,632
Purchase Price
$
7,559
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HAMILTON BEACH BRANDS HOLDING COMPANY
(Tabular Amounts in Thousands, Except Per Share and Percentage Data)
F-36
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
HAMILTON BEACH BRANDS HOLDING COMPANY
YEAR ENDED DECEMBER 31, 2024, 2023 AND 2022
Additions
Description
Balance at
Beginning
of Period
Charged to
Costs and
Expenses
Charged to
Other Accounts
— Describe
Deductions
— Describe
Balance at
End of
Period (B)
(In thousands)
2024
Reserves deducted from asset accounts:
Allowance for doubtful accounts
$
1,036
$
1,485
$
—
$
—
(A)
$
2,521
Deferred tax valuation allowances
$
2,780
$
686
5,367
(D)
$ (2,851) (C), (E)
$
5,982
2023
Reserves deducted from asset accounts:
Allowance for doubtful accounts
$
957
$
79
$
—
$
—
(A)
$
1,036
Deferred tax valuation allowances
$
2,153
$
6
$
—
$
(621) (C)
$
2,780
2022
Reserves deducted from asset accounts:
Allowance for doubtful accounts
$
1,036
$
(79) $
—
$
—
(A)
$
957
Deferred tax valuation allowances
$
2,095
$
568
$
—
$
510
(C)
$
2,153
(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)
Opening balance sheet addition for the acquisition of HealthBeacon.
(E)
The Company determined that the utilization of the assets associated with this valuation allowance are remote and
have subsequently been written off.
Table of Contents
F-37
Directors and Officers
April L. Lane
Chief Merchandising Officer,
Thrive Market
Bela S. Metha
Managing Partner,
CITG Capital Partners
Michael S. Miller
Retired Managing Director,
The Vanguard Group
Alfred M. Rankin, Jr.
Non-Executive Chairman,
Hamilton Beach Brands Holding Company
Executive Chairman,
Hyster-Yale, Inc.
Non-Executive Chairman,
NACCO Industries, Inc.
Thomas T. Rankin
Retired Owner and President,
Cross Country Marketing
Directors
Mark R. Belgya
Retired Vice Chair and
Chief Financial Officer,
The J. M. Smucker Company
J.C. Butler, Jr.
President and Chief Executive Officer,
NACCO Industries, Inc. and
NACCO Natural Resources Corporation
Paul D. Furlow
Co-Founder/Co-President,
Dixon Midland Company
John P. Jumper
Former Chairman and CEO,
Leidos Holdings, Inc.
Retired Chief of Staff,
United States Air Force
Dennis W. LaBarre
Retired Partner,
Jones Day
James A. Ratner
Partner,
RMS Investment Group, LLC
R. Scott Tidey
President and Chief Executive Officer
Hamilton Beach Brands Holding Company
Clara R. Williams
President and Founder,
Clara Williams Company
Officers
R. Scott Tidey
President and Chief Executive Officer
Sally M. Cunningham
Senior Vice President,
Chief Financial Officer and Treasurer
Corporate Information
Annual Meeting
The Annual Meeting of Stockholders of Hamilton Beach Brands
Holding Company will be held on Thursday, May 8, 2025, at
11 a.m., at 5875 Landerbrook Drive, Cleveland, Ohio 44124
Stock Transfer Agent and Registrar
Stockholder Correspondence:
Computershare
P.O. Box 43006
Providence, RI 02940-3006
Overnight Correspondence:
Computershare
150 Royall St., Suite 101
Canton, MA 02021
(800) 622-6757 (U.S., Canada, and Puerto Rico)
(781) 575-4735 (International)
Independent Registered Public Accounting Firm
Ernst & Young LLP
2100 E Cary Street, Suite 201
Richmond, VA 23223
Stock Exchange Listing
The New York Stock Exchange
Symbol: HBB
Hamilton Beach Brands Holding Company’s
Investor Relations Website
Additional information about Hamilton Beach Brands Holding
Company may be found at its Investor Relations website,
hamiltonbeachbrands.com. The Company considers this website
to be one of the primary sources of information for investors.
Annual Report on Form 10-K
The Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission is available free of charge
through the Company’s website, hamiltonbeachbrands.com or
by request to:
Investor Relations
Hamilton Beach Brands Holding Company
4421 Waterfront Drive
Glen Allen, Virginia 23060
HAMILTON BEACH BRANDS HOLDING COMPANY | ANNUAL REPORT 2024
4421 Waterfront Drive, Glen Allen, VA 23060
hamiltonbeachbrands.com