Hamilton Beach Brands Holding Co (HBB)

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.” Accordingly, this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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.

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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, 2025, as there have been no material changes from those disclosed in the Annual Report.

RESULTS OF OPERATIONS

The market for small electric household and specialty housewares appliances is fairly steady throughout the year; however, the Company’s revenue typically increases during the second half of the year and peaks during the fourth quarter due to the fall holiday-selling season.

Second Quarter of 2026 Compared with Second Quarter of 2025

The following table identifies the components of the change in revenue:

Revenue - Revenue increased $14.9 million, or 11.6%, compared to the prior year due to higher volumes in the Company’s U.S. Consumer business reflecting recovery from the second quarter of 2025 when retailers paused buying to assess inventory levels and price increases flowing from IEEPA tariffs implemented in April 2025.

Gross profit - Gross profit margin increased to 54.3% compared to 27.5% in the prior year. The significant improvement in gross profit margin included one-time benefits related to the IEEPA Tariff Ruling. These benefits consist of IEEPA Tariff Refunds of $36.5 million, as well as continued sell-through of inventory no longer subject to IEEPA tariffs. These benefits are non-recurring and will not persist beyond the sell-through of the affected inventory. Excluding these benefits, gross profit margin would have been 26.1%.

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Selling, general and administrative expenses (SG&A) - Selling, general and administrative expenses increased $5.1 million compared to the prior year. The increase was primarily due to higher incentive related personnel costs, as the prior year reflected lower expected performance. The current period also includes $1.4 million accelerated depreciation of the Company’s legacy enterprise resource planning (ERP) system.

Interest (income) expense, net - Interest income, net was $1.3 million for the three months ended June 30, 2026, compared to interest expense, net of $0.1 million in the prior period due to interest income on IEEPA Tariff Refunds.

Other (income) expense, net - Other income, net was $0.2 million for both the three months ended June 30, 2026 and 2025.

Income tax expense (benefit) - The effective tax rate was 24.5% and 25.9% for the three months ended June 30, 2026 and 2025, respectively. The effective tax rate was lower for the three months ended June 30, 2026 due to changes in the jurisdictional mix of earnings and a reduction in foreign losses subject to a valuation allowance.

First Six Months of 2026 Compared with First Six Months of 2025

The following table identifies the components of the change in revenue:

Revenue - Revenue increased $3.5 million, or 1.3%, compared to the prior year as pricing offset volume and mix pressure in the U.S. Consumer business, while growth in the Commercial and Health businesses and favorable foreign currency translation drove the overall increase.

Gross profit - Gross profit margin increased to 43.0% compared to 26.0% in the prior year. The significant improvement in gross margin included one-time benefits related to the IEEPA Tariff Ruling. These benefits consist of IEEPA Tariff Refunds of $36.5 million received in the second quarter, as well as continued sell-through of inventory no longer subject to IEEPA tariffs. These benefits are non-recurring and will not persist beyond the sell-through of the affected inventory. Excluding these benefits, gross profit margin would have been 26.9%.

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Selling, general and administrative expenses (SG&A) - Selling, general and administrative expenses increased $5.9 million compared to the prior year. The increase was primarily due to higher incentive related personnel costs, as the prior year reflected lower expected performance. The current period also includes $2.8 million accelerated depreciation of the Company’s legacy ERP system.

Interest (income) expense, net - Interest income, net was $1.3 million for the six months ended June 30, 2026, compared to interest expense, net of $49 thousand for the six months ended June 30, 2025 due to interest income on the IEEPA Tariff Refunds in the second quarter of 2026.

Other (income) expense, net - Other income, net was $0.1 million for the six months ended June 30, 2026 compared to other income, net of $0.3 million for the six months ended June 30, 2025.

Income tax expense (benefit) - The effective tax rate was 24.9% compared to 26.7% in the prior six month period. The effective tax rate was lower for the six months ended June 30, 2026 due to changes in the jurisdictional mix of earnings and a reduction in foreign losses subject to a valuation allowance.

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 investments 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 and payments of principal and interest on debt.

The HBB Facility expires on December 13, 2029. 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:

Operating activities - Net cash provided by operating activities was $61.5 million, compared to cash used of $23.8 million in the prior year, representing an increase of $85.3 million. The increase was primarily driven by the aforementioned IEEPA refunds and lower working capital mainly due to reduced inventory levels as the prior year included accelerated purchases ahead of tariff uncertainty and lower sell through. The 2025 period also included higher incentive compensation and tax payments related to the prior year.

Investing activities - Net cash used for investing activities decreased $0.6 million compared to the prior year.

Financing activities - Net cash used for financing activities decreased $4.1 million compared to the prior year due to lower share repurchases during the first six months of 2026.

Capital Resources

The obligations under the HBB Facility are secured by all of HBB’s U.S. assets. As of June 30, 2026, the borrowing base under the HBB Facility was $104.3 million and borrowings outstanding wer

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

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, 2025 and 2024 and year-to-year comparisons between these years. A discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 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, 2024.

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 adjust the carrying amounts as appropriate. During 2025, 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.

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

RESULTS OF OPERATIONS

Our results of operations were as follows for the years ended December 31:

2025 Compared with 2024

The following table identifies the components of the change in revenue for 2025 compared with 2024:

Revenue - Total revenue decreased $47.8 million, or 7.3% compared to the prior year due to lower volumes in the Company’s U.S. Consumer business in the second and third quarters as retailers paused buying in order to assess inventory levels and price increases flowing from the new tariffs implemented by the United States. Partially offsetting this decline was revenue growth in the Commercial and Health businesses.

Gross profit - Gross profit margin decreased to 25.7% in the current year compared to 26.0% in the prior year primarily due to the flow through of a one-time incremental tariff cost of $5.3 million, which negatively impacted full year margin by 90 basis points. Most of these costs were from a temporary spike in tariff rates on imports from China to 125%. This was partially offset by favorable customer and product mix due to the growth in our higher margin Commercial and Health businesses.

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HAMILTON BEACH BRANDS HOLDING COMPANY

(Tabular Amounts in Thousands, Except Per Share and Percentage Data)

Selling, general and administrative expenses - Selling, general and administrative expenses decreased $7.4 million compared to the prior year. The decrease is primarily due to lower personnel costs associated with the restructuring actions taken by management in the second quarter and reduced incentive compensation expense.

Interest expense, net - Interest expense, net was $0.7 million in the current year compared to $0.6 million in the prior year.

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, net decreased $1.4 million. In the current year, other expense, net includes currency gains of $1.1 million compared to currency losses of $0.9 million in the prior year.

Income tax expense - The effective tax rate on income was 25.8% in the current year compared to 7.8% in the prior year. The effective tax rate was lower in the prior year primarily due to a tax benefit for foreign operations and a tax benefit related to a tax accounting method change in the U.S., neither of which recurred in the current year.

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 investments 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 and payments of principal and interest on debt. As of December 31, 2025, we had cash and cash equivalents of $47.3 million, compared to $45.6 million as of December 31, 2024. 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, 2025 and 2024, the Company has $29.9 million and $56.9 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 $21.8 million and $48.2 million, respectively, of our outstanding payment obl

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