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美国
证券交易委员会
华盛顿特区20549
 _______________________________________________________________________________________________________________________________________________________________________________________________________
表格 10-Q
（标记一）  
☑ 根据1934年证券交易法第13或15(d)节的季度报告
截至季度结束2024年9月30日
或者
☐ 根据1934年证券交易法第13或15(d)节的转型报告书
过渡期从                    至                    
委托文件编号：001-39866001-38214
hamilton beach brands控股公司
(根据其章程规定的注册人准确名称)
特拉华州 31-1236686
（设立或组织的其他管辖区域） （纳税人识别号码）
4421 WATERFRONt DR.GLEN ALLENVA23060
，（主要行政办公地址）（邮政编码）
(804)273-9777
(注册人电话号码，包括区号)
无数据
（前名称、地址及财政年度，如果自上次报告以来有更改）

在法案第12(b)条的规定下注册的证券：
每一类的名称交易标志在其上注册的交易所的名称
A类普通股，每股面值$0.01HBB请使用moomoo账号登录查看New York Stock Exchange

请打勾表示申报人（1）在过去12个月内已按照1934年证券交易法第13条或15(d)条的规定提交了所有要求提交的报告（或者在申报人被要求提交这些报告的较短期间内）；并且（2）过去90天一直受到这些申报要求的约束。是 þ否o

请用复选标记指示，注册人是否已根据《S-t法规》第405条规定要求提交过去12个月（或注册人被要求提交此类文件的较短时间段）的每个互动数据文件。是 þ否o

请在勾选标记中表明发行人是大型加速申报人、加速申报人、非加速申报人、较小报告公司还是新兴增长型公司。请参见证券交易所法案规则12b-2中“大型加速申报人”、“加速申报人”、“较小报告公司”和“新兴增长型公司”的定义。
大型加速归档人o加速文件提交人 þ非加速报告人
o
 
小型报告公司☑新兴成长公司 o

如果公司无法符合证券交易法第13(a)条规定，使用延长过渡期来遵守任何新的或修订的财务会计准则，请在复选框中指示。 ☐

请用复选标记指示注册人是否是外壳公司（如《交易所法》第120亿.2条所定义）。是 ☐ 没有þ

截至2024年10月25日，A类普通股的流通股数量为： 10,098,373
2024年10月25日的b类普通股流通股数为 3,606,543



hamilton beach brands控股公司
目录
   页码
第一部分
财务信息
 
 
第 1 项
财务报表
 
 
 
第 2 项
第 3 项
第 4 项
第二部分。
其他信息
第 1 项
第 1A 项
第 2 项
第 3 项
第 4 项
第 5 项
第 6 项
展品


第一部分
财务信息
项目1.基本报表

hamilton beach brands控股公司
基本报表
(未经审计)
9月30日
2024		12月31日
2023		9月30日
2023
 （以千为单位）
资产  
流动资产
现金及现金等价物$22,602 $15,370 $1,624 
交易应收账款净额99,049 135,434 102,178 
库存164,802 126,554 160,237 
预付费用和其他流动资产18,912 9,457 14,417 
总流动资产305,365 286,815 278,456 
物业、厂房和设备，净值35,238 27,401 27,493 
租赁权益资产36,627 39,423 40,590 
商誉7,099 6,253 6,253 
其他无形资产，净额2,179 1,292 1,342 
延迟所得税2,187 2,581 2,577 
延缓成本15,434 14,613 14,419 
其他非流动资产4,540 6,324 7,790 
总资产$408,669 $384,702 $378,920 
负债和股东权益  
流动负债
应付账款$128,489 $99,704 $116,124 
循环信贷协议50,000 — — 
应计的薪资12,622 14,948 11,025 
应计商品退货6,616 6,232 5,801 
租赁负债5,584 6,155 6,136 
其他流动负债10,130 12,549 12,776 
流动负债合计213,441 139,588 151,862 
循环信贷协议— 50,000 51,276 
非流动租赁负债39,528 41,937 43,303 
其他长期负债5,749 5,910 4,659 
负债合计258,718 237,435 251,100 
股东权益  
优先股，面值$0.01。
— — — 
A类普通股115 112 112 
B类普通股36 36 36 
超过面值的资本77,779 70,401 68,180 
财务股票(21,878)(12,013)(10,409)
保留盈余101,430 99,398 81,362 
累计其他综合损失(7,531)(10,667)(11,461)
股东权益总额149,951 147,267 127,820 
负债和股东权益总额$408,669 $384,702 $378,920 

请参阅未经审计的合并财务报表注解。
1
目录
hamilton beach brands控股公司
综合损益表
(未经审计)
 截至三个月结束
9月30日		截至2023年9月30日的九个月　
9月30日
 2024 202320242023
 （以千为单位，除每股数据外）（以千为单位，除每股数据外）
营业收入$156,667 $153,614 $441,184 $418,975 
销售成本112,765 113,548 326,732 330,583 
毛利润43,902 40,066 114,452 88,392 
销售，总务及管理费用33,251 25,591 94,595 78,150 
无形资产摊销31 50 224 150 
营业利润（亏损）10,620 14,425 19,633 10,092 
利息费用，净额59 592 330 2,634 
养老金终止费用7,595 — 7,595 — 
% and 298 645 1,354 390 
税前收益（亏损）2,668 13,188 10,354 7,068 
所得税费用（收益）732 2,848 3,594 1,395 
$1,936 $10,340 $6,760 $5,673 
   
基本每股收益和稀释每股收益$0.14 $0.74 $0.48 $0.40 
加权平均每股基本收益13,852 14,025 14,042 14,060 
摊薄加权平均股份数13,863 14,050 14,056 14,085 

请参阅未经审计的合并财务报表注解。
2
目录
hamilton beach brands控股公司
综合收益（损失）的合并利润表
(未经审计)
 截至三个月结束
9月30日		截至2023年9月30日的九个月　
9月30日
 2024 202320242023
 （以千为单位）（以千为单位）
$1,936 $10,340 $6,760 $5,673 
其他综合收益(损失), 净额(税后):
外币翻译调整(516)(661)(3,481)(182)
（亏损）开多期内跨实体外币交易的获益— — — 653 
现金流量套期保值活动(741)249 851 (1,213)
将对冲活动重新分类为收益(237)473 (756)1,002 
养老金计划调整。695 — 695 — 
将与养老金终止活动相关的重新分类为收益5,658 — 5,658 — 
将养老金调整重新分类为收益37 73 169 197 
其他综合收益（损失），净所得税后4,896 134 3,136 457 
综合收益（损失）$6,832  $10,474 $9,896 $6,130 

See notes to unaudited consolidated financial statements.

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HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 NINE MONTHS ENDED
SEPTEMBER 30
 2024 2023
 (In thousands)
Operating activities   
Net income (loss)$6,760  $5,673 
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:   
Depreciation and amortization3,744  3,078 
Stock compensation expense7,381 3,175 
Pension termination expense7,595 — 
Other3,206  (172)
Net changes in operating assets and liabilities:   
Trade receivables34,599  13,678 
Inventory(43,687) (3,379)
Other assets(3,321) 2,333 
Accounts payable29,425  54,013 
Other liabilities(10,525) (9,716)
Net cash provided by (used for) operating activities 35,177  68,683 
Investing activities   
Expenditures for property, plant and equipment(2,347) (2,286)
Acquisition of business, net of cash acquired(7,412)— 
Issuance of secured loan(600)— 
Repayment of secured loan2,205 — 
Purchase of U.S. Treasury bill(4,884)— 
Other— (150)
Net cash provided by (used for) investing activities(13,038) (2,436)
Financing activities   
Net additions (reductions) to revolving credit agreements—  (59,650)
Purchase of treasury stock(9,865)(1,470)
Cash dividends paid(4,728)(4,549)
Net cash provided by (used for) financing activities (14,593) (65,669)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(390) 81 
Cash, cash equivalents and restricted cash   
Increase (decrease) for the period7,156  659 
Balance at the beginning of the period16,379  1,905 
Balance at the end of the period$23,535  $2,564 
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents$22,602 $1,624 
Restricted cash included in prepaid expenses and other current assets63 24 
Restricted cash included in other non-current assets870 916 
Total cash, cash equivalents and restricted cash$23,535 $2,564 

See notes to unaudited consolidated financial statements.
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HAMILTON BEACH BRANDS HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
 Class A Common StockClass B Common StockCapital in Excess of Par ValueTreasury StockRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Stockholders’ Equity
(In thousands, except per share data)
Balance, January 1, 2024$112 $36 $70,401 $(12,013)$99,398 $(10,667)$147,267 
Net income (loss)— — — — (1,162)— (1,162)
Purchase of treasury stock— — — (554)— — (554)
Issuance of common stock, net of conversions2 — (2)— — — — 
Share-based compensation expense— — 1,904 — — — 1,904 
Cash dividends, $0.11 per share
— — — — (1,531)— (1,531)
Other comprehensive income (loss), net of tax— — — — — (1,060)(1,060)
Reclassification adjustment to net income (loss)— — — — — 543 543 
Balance, March 31, 2024114 36 72,303 (12,567)96,705 (11,184)145,407 
Net income (loss)— — — — 5,986 — 5,986 
Purchase of treasury stock— — — (3,985)— — (3,985)
Share-based compensation expense— — 1,180 — — — 1,180 
Cash dividends, $0.115 per share
— — — — (1,613)— (1,613)
Other comprehensive income (loss), net of tax— — — — — (313)(313)
Reclassification adjustment to net income (loss)— — — — — (930)(930)
Balance, June 30, 2024114 36 73,483 (16,552)101,078 (12,427)145,732 
Net income (loss)— — — — 1,936 — 1,936 
Purchase of treasury stock— — — (5,326)— — (5,326)
Issuance of common stock, net of conversions1 — (1)— — — — 
Share-based compensation expense— — 4,297 — — — 4,297 
Cash dividends, $0.115 per share
— — — — (1,584)— (1,584)
Other comprehensive income (loss), net of tax— — — — — (562)(562)
Reclassification adjustment to net income— — — — — 5,458 5,458 
Balance, September 30, 2024$115 $36 $77,779 $(21,878)$101,430 $(7,531)$149,951 

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Balance, January 1, 2023$107 $38 $65,008 $(8,939)$80,238 $(11,918)$124,534 
Net income (loss)— — — — (4,777)— (4,777)
Issuance of common stock, net of conversions4 (2)(2)— — — — 
Share-based compensation expense— — 797 — — — 797 
Cash dividends, $0.105 per share
— — — — (1,460)— (1,460)
Other comprehensive income (loss), net of tax— — — — — (916)(916)
Reclassification adjustment to net income (loss)— — — — — 251 251 
Balance, March 31, 2023111 36 65,803 (8,939)74,001 (12,583)118,429 
Net income (loss)— — — — 110 — 110 
Purchase of treasury stock— — — (575)— — (575)
Share-based compensation expense— — 962 — — — 962 
Cash dividends, $0.11 per share
— — — — (1,548)— (1,548)
Other comprehensive income (loss), net of tax— — — — — 586 586 
Reclassification adjustment to net income (loss)— — — — — 402 402 
Balance, June 30, 2023111 36 66,765 (9,514)72,563 (11,595)118,366 
Net income (loss)— — — — 10,340 — 10,340 
Issuance of common stock, net of conversions1 — (1)— — — — 
Purchase of treasury stock— — — (895)— — (895)
Share-based compensation expense— — 1,416 — — — 1,416 
Cash dividends, $0.11 per share
— — — — (1,541)— (1,541)
Other comprehensive income (loss), net of tax— — — — — (412)(412)
Reclassification adjustment to net loss— — — — — 546 546 
Balance, September 30, 2023$112 $36 $68,180 $(10,409)$81,362 $(11,461)$127,820 

See notes to unaudited consolidated financial statements.
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HAMILTON BEACH BRANDS HOLDING COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2024
(Tabular amounts in thousands, except as noted and per share amounts)

NOTE 1—Basis of Presentation and Recently Issued Accounting Standards

Basis of Presentation

Throughout this Quarterly Report on Form 10-Q and the notes to unaudited 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”). HBB is the Company’s single reportable segment.

We are 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, and are a provider of connected devices and software for healthcare management.

The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the remainder of the year due to the highly seasonal nature of the Company’s primary markets. A majority of revenue and operating profit typically occurs in the second half of the calendar year when sales of products to retailers and consumers historically increase significantly for the fall holiday-selling season.

We maintain a $150.0 million senior secured floating-rate revolving credit facility (the “HBB Facility”) that expires on June 30, 2025, within one year after the issuance of these financial statements. We have not yet completed our refinancing of the HBB Facility and, accordingly, all amounts outstanding have been classified as current liabilities. Based on the status of the refinancing and our history of successfully refinancing our debt, we believe that it is probable that the HBB Facility will be refinanced before its maturity. We believe funds available from cash on hand, the HBB Facility and operating cash flows will provide sufficient liquidity to meet our operating needs and commitments arising during the next twelve months.

Accounting Standards Not Yet 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 amendments are effective for the annual period ending December 31, 2024, and the interim periods thereafter. Early adoption is permitted. Updates should be applied retrospectively to all prior periods presented in the financial statements. Adoption of this ASU may result in additional disclosure, but it will not impact the Company’s consolidated financial position, results of operations or cash flows.

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. Adoption of this ASU may result in additional disclosure, but it will not impact the Company’s consolidated financial position, results of operations or cash flows.





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U.S. Pension Plan Termination

During 2022, the Board approved the termination of our U.S. defined benefit pension plan (the “U.S. Pension Plan”) with an effective date of September 30, 2022. 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 remaining benefit obligations through October 2024 will be settled during the fourth quarter of 2024. The remaining balance as of September 30, 2024 is a deferred loss of $0.1 million within Accumulated Other Comprehensive Income. 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 the remeasurement date of August 31, 2024 were $13.3 million which are included within prepaid expenses and other current assets on the Consolidated Balance Sheets. The remeasurement resulted in pre-tax settlement charges of $7.6 million ($5.7 million post-tax) during the three months ended September 30, 2024, which were released from Accumulated Other Comprehensive Income into earnings and are included within Pension termination expense on the Consolidated Statements of Operations.

Accounts payable - Supplier Finance Program

The Company has an agreement with a third-party administrator to provide an accounts payable tracking system which facilitates a participating supplier’s ability to monitor and voluntarily elect to sell payment obligations owed by the Company to the designated third-party financial institution. Participating suppliers can sell one or more of the Company’s payment obligations at their sole discretion. The Company has no economic interest in a supplier’s decision to sell one or more of its payment obligations. The Company’s rights and obligations with respect to such payment obligations, including amounts due and scheduled payment terms, are not impacted by suppliers’ decisions to sell amounts under these arrangements. The agreement has a limit of $60.0 million in payment obligations ($85.0 million during peak season from August to January). There is no requirement to provide assets pledged as security or other forms of guarantees under the agreement. The Company pays the third-party administrator based upon the original payment terms negotiated with participating suppliers. The payment of these obligations by the Company is included in cash used in operating activities in the Consolidated Statement of Cash Flows. As of September 30, 2024, December 31, 2023 and September 30, 2023, the Company has $70.1 million, $55.0 million and $72.8 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 $60.8 million, $48.9 million and $63.8 million, respectively, of our outstanding payment obligations.

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 September 30, 2024, the amortized cost and net carrying value of the securities recognized in cash and cash equivalents and prepaid expenses and other current assets were $5.0 million and $4.9 million, respectively.

NOTE 2—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 $33.5 million and $104.1 million of trade receivables during the three and nine months ending September 30, 2024, respectively, $30.7 million and $90.0 million of trade receivables during the three and nine months ending September 30, 2023, respectively, and $128.7 million during the year ending December 31, 2023. The loss incurred on sold receivables in the consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 was not material. The Company does not carry any servicing assets or liabilities. Cash proceeds from this arrangement are reflected as operating activities in the Consolidated Statements of Cash Flows.

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NOTE 3—Fair Value Disclosure

The following table presents the Company’s assets and liabilities accounted for at fair value on a recurring basis:
DescriptionBalance Sheet LocationSEPTEMBER 30
2024		 DECEMBER 31
2023		SEPTEMBER 30
2023
Assets:
Interest rate swap agreements
CurrentPrepaid expenses and other current assets$798 $511 $929 
Long-termOther non-current assets2,141 3,501 4,977 
Foreign currency exchange contracts
CurrentPrepaid expenses and other current assets614 — 87 
$3,553 $4,012 $5,993 
Liabilities:
Foreign currency exchange contracts
CurrentOther current liabilities77 538 331 
$77 $538 $331 

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 Secured Overnight Financing Rate (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, with the exception of U.S. Treasury bills classified as cash and cash equivalents which are measured at amortized cost.

The $150.0 million fair value of the HBB Facility, including book overdrafts, which approximate book value, was determined using current rates offered for similar obligations taking into account the Company’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 three and nine months ended September 30, 2024.

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NOTE 4—Stockholders’ Equity

Capital Stock 

The following table sets forth the Company’s authorized capital stock information:
SEPTEMBER 30
2024		DECEMBER 31
2023		SEPTEMBER 30
2023
Preferred stock, par value $0.01 per share
Preferred stock authorized5,000 5,000 5,000 
Preferred stock outstanding— — — 
Class A Common stock, par value $0.01 per share
Class A Common authorized70,000 70,000 70,000 
Class A Common issued (1)(2)
11,459 11,161 11,126 
Treasury Stock (3)
1,349 877 766 
Class B Common stock, par value $0.01 per share, convertible into Class A Common stock on a one-for-one basis
Class B Common authorized30,000 30,000 30,000 
Class B Common issued (1)
3,608 3,616 3,625 

(1) Class B Common converted to Class A Common were 3 and 8 shares during the three and nine months ending September 30, 2024, respectively, and 4 and 219 during the three and nine months ending September 30, 2023, respectively.

(2) The Company issued Class A Common of 14 and 290 shares during the three and nine months ending September 30, 2024, respectively, and 28 and 244 during the three and nine months ending September 30, 2023, respectively.

(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 Repurchase Program: In November 2023, the Company’s Board approved a stock repurchase program for the purchase of up to $25 million of the Company’s Class A Common outstanding starting January 1, 2024 and ending December 31, 2025. This program replaced the previous stock repurchase plan that started February 22, 2022 and ended December 31, 2023. During the three and nine months ended September 30, 2024, the Company repurchased 221,529 and 441,741 shares, respectively, at prevailing market prices for an aggregate purchase price of $5.3 million and $9.3 million, respectively. During the three and nine months ended September 30, 2023, the Company repurchased 82,676 and 139,649 shares, respectively, at prevailing market prices for an aggregate purchase price of $0.9 million and $1.5 million, respectively. During the year ended December 31, 2023, the Company repurchased 250,772 shares for an aggregate purchase price of $3.1 million. As of September 30, 2024, the Company had $15.7 million remaining authorized for repurchase.

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Accumulated Other Comprehensive Loss: The following table summarizes changes in accumulated other comprehensive loss by component and related tax effects for periods shown:
 Foreign CurrencyDeferred Gain (Loss) on Cash Flow Hedging Pension Plan AdjustmentTotal
Balance, January 1, 2024$(6,412)$2,424 $(6,679)$(10,667)
Other comprehensive income (loss)(1,097)29 — (1,068)
Reclassification adjustment to net income (loss)— 647 94 741 
Tax effects— (167)(23)(190)
Balance, March 31, 2024(7,509)2,933 (6,608)(11,184)
Other comprehensive income (loss)(1,868)2,104 — 236 
Reclassification adjustment to net income (loss)— (1,325)83 (1,242)
Tax effects— (215)(22)(237)
Balance, June 30, 2024(9,377)3,497 (6,547)(12,427)
Other comprehensive income (loss)(516)(944)932 (528)
Reclassification adjustment to net income (loss)— (310)7,649 7,339 
Tax effects— 276 (2,191)(1,915)
Balance, September 30, 2024$(9,893)$2,519 $(157)$(7,531)
Balance, January 1, 2023$(8,924)$4,158 $(7,152)$(11,918)
Other comprehensive income (loss)715 (1,881)— (1,166)
Reclassification adjustment to net income (loss)— 252 87 339 
Tax effects(194)379 (23)162 
Balance, March 31, 2023(8,403)2,908 (7,088)(12,583)
Other comprehensive income (loss)425 (59)— 366 
Reclassification adjustment to net income (loss)— 465 83 548 
Tax effects186 (89)(23)74 
Balance, June 30, 2023(7,792)3,225 (7,028)(11,595)
Other comprehensive income (loss)(661)329 — (332)
Reclassification adjustment to net income (loss)— 648 95 743 
Tax effects— (255)(22)(277)
Balance, September 30, 2023$(8,453)$3,947 $(6,955)$(11,461)

NOTE 5—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.

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.

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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 sets forth Company’s revenue on a disaggregated basis for the three and nine months ended September 30:
THREE MONTHS ENDED
SEPTEMBER 30		NINE MONTHS ENDED
SEPTEMBER 30
 2024 202320242023
Type of good or service:
  Consumer products$141,862 $138,849 $394,397 $374,842 
  Commercial products12,041 13,159 39,914 40,234 
  Licensing1,841 1,606 4,801 3,899 
  Leasing923 — 2,072 — 
     Total revenues$156,667 $153,614 $441,184 $418,975 


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NOTE 6—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 September 30, 2024, December 31, 2023 and September 30, 2023, the Company had accrued undiscounted obligations of $3.5 million, $3.4 million and $3.4 million, respectively, for environmental investigation and remediation activities. The Company estimates that it is reasonably possible that it may incur additional expenses in the range of zero to $1.7 million related to the environmental investigation and remediation at these sites. As of September 30, 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 $1.6 million asset associated with the reimbursement of costs associated with two sites.

NOTE 7—Income Taxes

The Company’s provision for income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period.

The effective tax rate was 27.4% and 21.6% for the three months ended September 30, 2024 and 2023, respectively. The effective tax rate was higher in the three months ended September 30, 2024 due to a valuation allowance on foreign losses in the current year and a tax benefit on foreign income in the prior year that did not recur.

The effective tax rate was 34.7% and 19.7% for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rate was higher for the nine months ended September 30, 2024 due to a valuation allowance on foreign losses in the current year and tax benefits on foreign income and credits in the prior year that did not recur.

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NOTE 8—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 September 30, 2024. HealthBeacon had $1.2 million and $2.6 million in revenue and $1.1 million and $3.7 million in operating loss that was included in our consolidated financial statements for the three and nine months ended September 30, 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 unaudited consolidated financial statements.

The determination and allocation of purchase price consideration is based on preliminary estimates of fair value; such estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). As of September 30, 2024, the purchase price allocation for HealthBeacon is preliminary as we assess and gather additional information regarding the fair value of the assets acquired and liabilities assumed as of the acquisition date. We may revise our preliminary estimates during the measurement period as third-party valuations are finalized, additional information becomes available and as additional analyses are performed.

There were no adjustments as allowed within the measurement period during the three months ended September 30, 2024.

During the three and nine months ended September 30, 2024, we incurred transaction costs of approximately $0.2 million and $1.3 million, respectively, which are included in Selling, general and administrative expenses.

The following table presents the preliminary value of assets acquired and liabilities assumed and will be finalized pending completion of purchase accounting matters:
Preliminary Fair Values as of
February 2, 2024
Cash and cash equivalents$147 
Current assets1,452 
Property, plant and equipment, net6,634 
Goodwill847 
Other intangible assets, net1,111 
Total assets acquired10,191 
Liabilities, current2,016 
Liabilities, non-current616 
Total liabilities acquired2,632 
Purchase Price$7,559 

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Dollars in thousands, except as noted and per share data)

Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management’s current expectations and are subject to various uncertainties and changes in circumstances. Important factors that could cause actual results to differ materially from those described in these forward-looking statements are set forth below under the heading “Forward-Looking Statements.”
HBB is the Company’s single reportable segment.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For a summary of the Company’s critical accounting policies, refer to “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as there have been no material changes from those disclosed in the Annual Report.

RESULTS OF OPERATIONS

The Company’s business is seasonal, and a majority of revenue and operating profit typically occurs in the second half of the year when sales of small electric appliances and kitchenware historically increase significantly for the fall holiday-selling season.

Third Quarter of 2024 Compared with Third Quarter of 2023
THREE MONTHS ENDED
SEPTEMBER 30
Increase / (Decrease)
2024% of Revenue2023% of Revenue$ Change% Change
Revenue$156,667 100.0 %$153,614 100.0 %$3,053 2.0 %
Cost of sales112,765 72.0 %113,548 73.9 %(783)(0.7)%
Gross profit43,902 28.0 %40,066 26.1 %3,836 9.6 %
Selling, general and administrative expenses33,251 21.2 %25,591 16.7 %7,660 29.9 %
Amortization of intangible assets31 — %50 — %(19)(38.0)%
Operating profit (loss)10,620 6.8 %14,425 9.4 %(3,805)(26.4)%
Interest expense, net59 — %592 0.4 %(533)(90.0)%
Pension termination expense7,595 4.8 %— — %7,595 n/m
Other expense (income), net298 0.2 %645 0.4 %(347)(53.8)%
Income (loss) before income taxes2,668 1.7 %13,188 8.6 %(10,520)(79.8)%
Income tax expense (benefit)732 0.5 %2,848 1.9 %(2,116)(74.3)%
Net income (loss) $1,936 1.2 %$10,340 6.7 %$(8,404)(81.3)%
Effective income tax rate27.4 %21.6 %

The following table identifies the components of the change in revenue:
 Revenue
2023$153,614 
Increase (decrease) from:
Unit volume and product mix8,425 
Average sales price (4,029)
Foreign currency(1,343)
2024$156,667 

Revenue - Revenue increased $3.1 million compared to the prior year due to a more favorable product mix and increased unit volume primarily driven by increased revenue in the US Consumer and Mexican Consumer markets. Additionally, the acquisition of HealthBeacon added a new revenue stream during the year and contributed $1.2 million in revenue for the three months ended September 30, 2024. These increases were partially offset by decreased revenue in the Latin American, Canadian Consumer, and Global Commercial markets.

Gross profit - As a percentage of revenue, gross profit margin increased to 28.0% compared to 26.1% in the prior year primarily due to a favorable product mix and lower product costs.

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Selling, general and administrative expenses (SG&A) - Selling, general and administrative expenses increased by $7.7 million compared to the third quarter of 2023. The increase was primarily driven by higher employee-related costs, including $2.9 million of increased non-cash equity incentive compensation due to stock price appreciation, the addition of $1.8 million of HealthBeacon SG&A expenses, and the absence of a $0.9 million non-recurring insurance recovery in the prior year.

Interest expense, net - Interest expense, net decreased $0.5 million due to decreased average borrowings outstanding under the HBB Facility and lower interest rates compared to the third quarter of 2023.

Pension termination expense - During the third quarter of 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 includes currency losses of $0.2 million in the current year compared to currency losses of $0.4 million in the prior year.

Income tax expense (benefit) - The effective tax rate was 27.4% and 21.6% for three months ended September 30, 2024 and 2023, respectively. The effective tax rate was higher in the three months ended September 30, 2024 due to a valuation allowance on foreign losses in the current year and a tax benefit on foreign income in the prior year that did not recur.

First Nine Months of 2024 Compared with First Nine Months of 2023
NINE MONTHS ENDED
SEPTEMBER 30
2024% of Revenue2023% of Revenue$ Change% Change
Revenue$441,184 100.0 %$418,975 100.0 %$22,209 5.3 %
Cost of sales326,732 74.1 %330,583 78.9 %(3,851)(1.2)%
Gross profit114,452 25.9 %88,392 21.1 %26,060 29.5 %
Selling, general and administrative expenses94,595 21.4 %78,150 18.7 %16,445 21.0 %
Amortization of intangible assets224 0.1 %150 — %74 49.3 %
Operating profit (loss)19,633 4.5 %10,092 2.4 %9,541 94.5 %
Interest expense, net330 0.1 %2,634 0.6 %(2,304)(87.5)%
Pension termination expense7,595 1.7 %— — %7,595 n/m
Other expense (income), net1,354 0.3 %390 0.1 %964 247.2 %
Income (loss) before income taxes10,354 2.3 %7,068 1.7 %3,286 46.5 %
Income tax expense (benefit)3,594 0.8 %1,395 0.3 %2,199 157.6 %
Net income (loss)$6,760 1.5 %$5,673 1.4 %$1,087 19.2 %
Effective income tax rate34.7 %19.7 %

The following table identifies the components of the change in revenue:
 Revenue
2023$418,975 
Increase (decrease) from:
Unit volume and product mix46,765 
Average sales price(24,249)
Foreign currency(307)
2024$441,184 

Revenue - Revenue increased by $22.2 million compared to the prior year due to increased unit volume and a more favorable product mix primarily driven by increased revenue in the US Consumer, Mexico Consumer, and Latin American markets. Additionally, the acquisition of HealthBeacon added a new revenue stream during the year and contributed $2.6 million in revenue for the nine months ended September 30, 2024. These increases were partially offset by decreased revenue in the Canadian Consumer market and Global Commercial market.
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Gross profit - Gross profit margin increased to 25.9% from 21.1% primarily due to lower product costs and a favorable product mix.

Selling, general and administrative expenses (SG&A) - Selling, general and administrative expenses increased $16.4 million compared to 2023. The increase is primarily due to the addition of $5.6 million of HealthBeacon SG&A expenses, higher employee-related costs, including $4.2 million of increased non-cash equity incentive compensation due to stock price appreciation, an increase in outside services and non-recurring items, which include $1.3 million of HealthBeacon transaction costs and the absence of a $0.9 million insurance recovery that occurred in the prior year.

Interest expense, net - Interest expense, net decreased $2.3 million due to decreased average borrowings outstanding under the HBB Facility, and lower interest rates compared to 2023.

Pension termination expense - During the third quarter of 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 includes currency losses of $0.8 million in the current year compared to currency gains of $0.1 million in the prior year.

Income tax expense (benefit) - The effective tax rate was 34.7% compared to 19.7% in the prior year. The effective tax rate was higher for the nine months ended September 30, 2024 due to a valuation allowance on foreign losses in the current year and tax benefits on foreign income and credits in the prior year that did not recur.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity

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.

The HBB Facility expires on June 30, 2025, within one year after the issuance of these financial statements. We have not yet completed our refinancing of the HBB Facility and, accordingly, all amounts outstanding have been classified as current liabilities. Based on the status of the refinancing and our history of successfully refinancing our debt, we believe that it is probable that the HBB Facility will be refinanced before its maturity. We believe funds available from cash on hand, the HBB Facility and operating cash flows will provide sufficient liquidity to meet our operating needs and commitments arising during the next twelve months.

The following table presents selected cash flow information:
NINE MONTHS ENDED
SEPTEMBER 30
 20242023
Net cash provided by (used for) operating activities$35,177 $68,683 
Net cash provided by (used for) investing activities$(13,038)$(2,436)
Net cash provided by (used for) financing activities$(14,593)$(65,669)

Operating activities - Net cash provided by operating activities was $35.2 million, representing more normalized post-pandemic working capital, compared to $68.7 million in the prior year, which benefited from significant excess inventory reduction activities. Net working capital provided cash of $20.3 million in 2024 compared to cash provided of $64.3 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 and days payable outstanding. The change in net cash provided by operating activities reflects the net working capital changes partially offset by adjustments to net income for the non-cash stock compensation and pension termination expenses.
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Investing activities - Net cash used for investing activities in 2024 increased compared to 2023 related primarily to the acquisition of HealthBeacon offset by the extinguishment of our secured loan to HealthBeacon in the first quarter of 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 the third quarter of 2024.
Financing activities - Net cash used for financing activities was $14.6 million in 2024 compared to net cash used for financing activities of $65.7 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

The HBB Facility expires on June 30, 2025. The entire outstanding balance has been classified as a current liability due to the fact the facility expires within one year and has not yet been refinanced. The Company does not expect to make voluntary repayments 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 us to re-evaluate.

The obligations under the HBB Facility are secured by substantially all of HBB’s assets. As of September 30, 2024, the borrowing base under the HBB Facility was $148.5 million and borrowings outstanding were $50.0 million. As of September 30, 2024, the excess availability under the HBB Facility was $98.5 million.

The maximum availability under the HBB Facility is governed by a borrowing base derived from advance rates against eligible trade receivables, inventory and trademarks of the borrowers, as defined in the HBB Facility. Borrowings bear interest at a floating rate, which can be a base rate, SOFR or bankers’ acceptance rate, as defined in the HBB Facility, plus an applicable margin. The applicable margins, effective September 30, 2024, for base rate loans and SOFR loans denominated in U.S. dollars were 0.0% and 1.55%, respectively. The applicable margins, effective September 30, 2024, for base rate loans and bankers’ acceptance loans denominated in Canadian dollars were 0.0% and 1.55%, respectively. The HBB Facility also requires a fee of 0.25% per annum on the unused commitment. The margins and unused commitment fee under the HBB Facility are subject to quarterly adjustment based on average excess availability. The weighted average interest rate applicable to the HBB Facility for the nine months ended September 30, 2024 was 3.18% including the floating rate margin and the effect of the interest rate swap agreements described below.

To reduce the exposure to changes in the market rate of interest, 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. We have interest rate swaps with notional values totaling $50.0 million as of September 30, 2024 at an average fixed interest rate of 1.59%.

The HBB Facility includes restrictive covenants, which, among other things, limit the payment of dividends, subject to achieving availability thresholds. Dividends are not to exceed $7.0 million during any calendar year to the extent that for the thirty days prior to the dividend payment date, and after giving effect to the dividend payment, HBB maintains excess availability of at least $18.0 million. Dividend amounts are discretionary to the extent that for the thirty days prior to the dividend payment date, and after giving effect to the dividend payment, HBB maintains excess availability of at least $30.0 million. The HBB Facility also requires the Company to achieve a minimum fixed charge coverage ratio in certain circumstances, as defined in the HBB Facility. As of September 30, 2024, we were in compliance with all financial covenants in the HBB Facility.
In December 2015, the Company entered into an arrangement with a financial institution to sell certain U.S. trade receivables on a non-recourse basis. See Note 2 of the unaudited consolidated financial statements.

Contractual Obligations, Contingent Liabilities and Commitments

For a summary of the Company’s contractual obligations, contingent liabilities and commitments, refer to “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Contractual Obligations, Contingent Liabilities and Commitments” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as there have been no material changes from those disclosed in the Annual Report.

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Off Balance Sheet Arrangements

For a summary of the Company’s off balance sheet arrangements, refer to “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Off Balance Sheet Arrangements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as there have been no material changes from those disclosed in the Annual Report.

FORWARD-LOOKING STATEMENTS

The statements contained in this Form 10-Q 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, the Annual Report on Form 10-K for the year ended December 31, 2023. 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.

Item 3. 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 the Company’s interest rate swap agreements was an asset of $2.9 million as of September 30, 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. 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. Neither would have a material impact to the Company’s interest expense, net of $0.3 million for the nine months ended September 30, 2024.

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FOREIGN CURRENCY EXCHANGE RATE RISK

We operate internationally through our foreign operating subsidiaries and enters into transactions denominated in foreign currencies, principally the Canadian dollar, the Mexican peso and, to a lesser extent, the Chinese yuan, Brazilian real 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 $0.5 million as of September 30, 2024. Assuming a hypothetical 10% weakening of the U.S. dollar as of September 30, 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 September 30, 2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
Company management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2024. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2024.
Changes in Internal Control Over Financial Reporting
There were no changes, except as noted below, in the Company’s internal control over financial reporting identified during the quarter ended September 30, 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.
On February 2, 2024, we acquired HealthBeacon, as discussed in Note 8: Acquisitions in Part I, Item 1 in this Quarterly Report on Form 10-Q. We are currently integrating HealthBeacon into our operations and internal control processes, and, as permitted by the SEC rules and regulations, we have not yet included HealthBeacon in our assessment of the effectiveness of our internal control over financial reporting. We anticipate HealthBeacon will be included in management’s evaluation of internal control over financial reporting as of December 31, 2025.
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PART II
OTHER INFORMATION

Item 1    Legal Proceedings
The information required by this Item 1 is set forth in Note 6 “Contingencies” included in the unaudited consolidated financial statements contained in Part I of this Form 10-Q and is hereby incorporated herein by reference to such information.

Item 1A    Risk Factors
There are no material changes to the risk factors for the Company from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2    Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (1)
(a)(b)(c)(d)
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of the Publicly Announced ProgramMaximum Dollar Value of Shares that May Yet Be Purchased Under the Program
Month #1
July 1 to 31, 2024		79,788 $18.36 79,788 $19,550,595 
Month #2
August 1 to 31, 2024		91,484 $26.54 91,484 $17,122,631 
Month #3
September 1 to 30, 2024		50,257 $28.52 50,257 $15,689,476 
221,529 $24.04 221,529 $15,689,476 

(1) 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.

During the three and nine months ended September 30, 2024, the Company repurchased 221,529 and 441,741 shares, respectively, at prevailing market prices for an aggregate purchase price of $5.3 million and $9.3 million, respectively. During the three and nine months ended September 30, 2023, the Company repurchased 82,676 and 139,649 shares, respectively, at prevailing market prices for an aggregate purchase price of $0.9 million and $1.5 million, respectively. During the year ended December 31, 2023, the Company repurchased 250,772 shares for an aggregate purchase price of $3.1 million.

Item 3    Defaults Upon Senior Securities
None.

Item 4    Mine Safety Disclosures
None.

Item 5    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 September 30, 2024.

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Item 6    Exhibits
Exhibit  
Number* Description of Exhibits
31(i)(1) 
31(i)(2) 
32 
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
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*    Numbered in accordance with Item 601 of Regulation S-K.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Hamilton Beach Brands Holding Company
(Registrant)
 
Date:October 30, 2024/s/ Sally M. Cunningham
 Sally M. Cunningham
 Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)/(Principal Accounting Officer)

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