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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's 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.

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

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 changes in returns. In addition, the
Company offers 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 its 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. As of December 31, 2019,
we have determined that customer price concessions recorded as a reduction of
revenue, certain of which were previously recorded in other current liabilities,
meet all of the criteria specified in ASC 210-20, "Balance Sheet Offsetting".
Accordingly, amounts related to such arrangements have been classified as a
reduction of trade receivables, net as of December 31, 2019 (prior periods have
not been adjusted as all the criteria in ASC 210-20 had not previously been
met).

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.

The Company monitors its estimates of variable consideration, which includes
returns and price concessions, and periodically makes adjustments to the
carrying amounts as appropriate. During 2019, there were no material adjustments
to the aforesaid estimates and the Company's past results of operations have not
been materially affected by a change in these estimates. Although there can be
no assurances, the Company is not aware of any circumstances that would be
reasonably likely to materially change these estimates in the future.

Retirement Benefit Plans: The Company maintains two defined benefit pension
plans that provide benefits based on years of service and average compensation
during certain periods. The Company's policy is to periodically make
contributions to fund the defined benefit pension plans within the range allowed
by applicable regulations. The defined benefit pension plan assets consist
primarily of publicly traded stocks and government and corporate bonds. There is
no guarantee the actual return on the plans' assets will equal the expected
long-term rate of return on plan assets or that the plans will not incur
investment losses.
The expected long-term rate of return on defined benefit plan assets reflects
management's expectations of long-term rates of return on funds invested to
provide for benefits included in the projected benefit obligations. In
establishing the expected long-term rate of return assumption for plan assets,
the Company considers the historical rates of return over a period of time that
is consistent with the long-term nature of the underlying obligations of these
plans as well as a forward-looking rate of return. The historical and
forward-looking rates of return for each of the asset classes used to determine
the Company's estimated rate of return assumption are based upon the rates of
return earned or expected to be earned by investments in the equivalent
benchmark market indices for each of the asset classes.

                                       15

--------------------------------------------------------------------------------

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)



Expected returns for the U.S. pension plan are based on a calculated
market-related value for U.S. pension plan assets. Under this methodology, asset
gains and losses resulting from actual returns that differ from the Company's
expected returns which are recognized ratably in the market-related value of
assets over three years. Expected returns for the non-U.S. pension plan are
based on fair market value for non-U.S. pension plan assets.
The basis for the selection of the discount rate for each plan is determined by
matching the timing of the payment of the expected obligations under the defined
benefit plans against the corresponding yield of high-quality corporate bonds of
equivalent maturities.
Changes to the estimate of any of these factors could result in a material
change to the Company's pension obligation causing a related increase or
decrease in reported net operating results in the period of change in the
estimate. Because the 2019 assumptions are used to calculate 2020 pension
expense amounts, a one percentage-point change in the expected long-term rate of
return on plan assets would result in a change in pension expense for 2020 of
approximately $0.3 million for the plans. A one percentage-point change in the
discount rate would result in a change in pension expense for 2020 by less than
$0.1 million. A one percentage-point increase in the discount rate would have
lowered the plans' projected benefit obligation as of the end of 2019 by
approximately $1.6 million; while a one percentage-point decrease in the
discount rate would have raised the plans' projected benefit obligation as of
the end of 2019 by approximately $1.8 million.

Environmental Liabilities: HBB and environmental consultants are investigating
or remediating historical environmental contamination at some current and former
sites operated by HBB or by businesses it 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 recorded in
selling, general, and administrative expenses. When a 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. If the Company's environmental liability
balance as of December 31, 2019 were to increase by one percent, the reserve and
selling, general, and administrative expenses would increase by less than $0.1
million.


                                       16

--------------------------------------------------------------------------------

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)

RESULTS OF OPERATIONS



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

2019 Compared with 2018
                                                                 Year Ended December 31
                                     2019        % of Revenue       2018   

% of Revenue $ Change % Change



Revenue                           $ 612,843         100.0  %     $ 629,710          100.0 %    $ (16,867 )     (2.7 )%
Cost of sales                       483,298          78.9  %       492,195           78.2 %       (8,897 )     (1.8 )%
Gross profit                        129,545          21.1  %       137,515           21.8 %       (7,970 )     (5.8 )%
Selling, general and
administrative expenses              91,302          14.9  %        97,964           15.6 %       (6,662 )     (6.8 )%
Amortization of intangible assets     1,377           0.2  %         1,381            0.2 %           (4 )     (0.3 )%
Operating profit                     36,866           6.0  %        38,170            6.1 %       (1,304 )     (3.4 )%
Interest expense, net                 2,975           0.5  %         2,916            0.5 %           59        2.0  %
Other expense (income), net            (502 )        (0.1 )%           293              - %         (795 )   (271.3 )%
Income from continuing operations
before income taxes                  34,393           5.6  %        34,961            5.6 %         (568 )     (1.6 )%
Income tax expense                    9,315           1.5  %         7,816            1.2 %        1,499       19.2  %
Net income from continuing
operations                           25,078           4.1  %        27,145            4.3 %       (2,067 )     (7.6 )%
Loss from discontinued
operations, net of tax              (28,600 )         n/m           (5,361 )          n/m        (23,239 )      n/m
Net income                        $  (3,522 )                    $  21,784                     $ (25,306 )

Effective income tax rate on continuing operations 27.1 % 22.4 %




The following table identifies the components of the change in revenue for 2019
compared with 2018:
                              Revenue
2018                        $ 629,710
(Decrease) increase from:
Unit volume and product mix   (18,699 )
Foreign currency               (1,688 )
Average sales price             3,520
2019                        $ 612,843



Revenue - Revenue decreased $16.9 million, or 2.7%. The decline is primarily due
to lower sales volume in the U.S. consumer, international consumer and global
commercial markets. Globally, our ecommerce business grew 27%; however, these
gains were more than offset by the adverse impact of tariffs, a loss of
placements in the dollar store channel resulting from HBB's decision not to
maintain very low margin business, ongoing foot traffic challenges at some
retailers and other pressure points facing individual retail companies. Revenue
in the global commercial market decreased due primarily to lower volume driven
by the adverse impact of tariffs.

Gross profit - The decline in gross profit of $8.0 million, or 5.8%, is
primarily due to lower sales volume. As a percentage of revenue, gross profit
margin declined from 21.8% to 21.1% primarily due to increased inbound freight
expenses, the adverse impact of tariffs and unfavorable foreign currency
movements.


                                       17

--------------------------------------------------------------------------------

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)



Selling, general and administrative expenses - The decrease in selling, general
and administrative expenses was mainly attributable to a $5.2 million decline in
environmental expense due to the reduction to the environmental reserve at one
site of $3.2 million related to a change in the expected type and extent of
investigation and remediation activities and to a $1.5 million reduction in
environmental expense due to the probable recovery of investigation and
remediation costs associated with the same site from a responsible party in
exchange for release from all future obligations by that party. Additionally,
advertising expenses declined $3.1 million and employee-related costs decreased
$2.0 million due to reduced incentive compensation expense. These decreases were
partially offset by a one-time charge of $3.2 million recorded in the second
quarter of 2019 for a contingent loss related to patent litigation.

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

Income tax expense - The Company recognized income tax expense of $9.3 million
on income from continuing operations before income taxes of $34.4 million, an
effective tax rate of 27.1% compared to income tax expense of $7.8 million, an
effective tax rate of 22.4%. The increase in the effective tax rate is primarily
due to $2.0 million of deferred tax expense related to a change in judgment
regarding the valuation allowance recorded against certain deferred tax assets
of KC.

2018 Compared with 2017

The results of operations for Hamilton Beach Holding were as follows for the
years ended December 31:
                                                                Year Ended December 31
                                     2018       % of Revenue       2017        % of Revenue     $ Change    % Change

Revenue                           $ 629,710          100.0 %    $ 612,229         100.0  %     $ 17,481        2.9  %
Cost of sales                       492,195           78.2 %      477,220          77.9  %       14,975        3.1  %
Gross profit                        137,515           21.8 %      135,009          22.1  %        2,506        1.9  %
Selling, general and
administrative expenses              97,964           15.6 %       93,700          15.3  %        4,264        4.6  %
Amortization of intangible assets     1,381            0.2 %        1,381           0.2  %            -          -  %
Operating profit                     38,170            6.1 %       39,928           6.5  %       (1,758 )     (4.4 )%
Interest expense, net                 2,916            0.5 %        1,572           0.3  %        1,344       85.5  %
Other expense (income), net             293              - %         (692 )        (0.1 )%          985     (142.3 )%
Income from continuing operations
before income taxes                  34,961            5.6 %       39,048           6.4  %       (4,087 )    (10.5 )%
Income tax expense                    7,816            1.2 %       18,918           3.1  %      (11,102 )    (58.7 )%
Net income from continuing
operations                           27,145            4.3 %       20,130           3.3  %        7,015       34.8  %
Loss from discontinued
operations, net of tax               (5,361 )          n/m         (2,225 )         n/m          (3,136 )      n/m
Net income                        $  21,784                     $  17,905                      $  3,879

Effective income tax rate on continuing operations 22.4 % 48.4 %




The following table identifies the components of the change in revenue for 2018
compared with 2017:
                              Revenue
2017                        $ 612,229
Increase (decrease) from:
Unit volume and product mix    12,838
Average sales price             6,485
Foreign currency               (1,842 )
2018                        $ 629,710




                                       18

--------------------------------------------------------------------------------

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)



Revenue - Revenue increased $17.5 million, or 2.9%, primarily due to higher
sales volume in the international consumer retail market and increased sales of
new and higher-priced products, mainly in the U.S consumer and global commercial
markets. Unfavorable foreign currency movements partially offset the increase in
revenue as the Mexican peso, Brazilian Real and Canadian dollar weakened against
the U.S. dollar during 2018.

Gross profit - Gross profit increased mainly due to higher sales volume in the
international consumer retail market and increased sales of new and
higher-priced products, mainly in the U.S consumer and global commercial
markets. As a percentage of revenue, gross profit declined from 22.1% to 21.8%
primarily due to increased warehouse, transportation, and product costs.

Selling, general and administrative expenses - The increase in selling, general
and administrative expenses was primarily due to increased legal and
professional service fees of $2.7 million, higher employee-related expenses of
$2.8 million and increased advertising expenses of $2.5 million, which were
partially offset by the absence of $2.5 million of one-time costs incurred in
the prior year to effect the spin-off from NACCO. Legal and professional service
fees increased mainly due to patent litigation expenses and the increase in
employee-related expenses was mainly due to merit compensation increases, as
well as additional headcount to support HBB's strategic initiatives. Advertising
expenses increased primarily due to increased consumer advertising campaigns to
support the fall holiday-selling season.

Interest expense, net - Interest expense, net increased $1.3 million primarily due to an increase in average borrowings outstanding under HBB's revolving credit facility.



Other expense, net - Other expense, net increased $1.0 million primarily due to
foreign currency gains as the Mexican peso strengthened against the U.S. dollar
during the period.

Income tax expense - The Company recognized income tax expense of $7.8
million on income from continuing operations before income taxes of $35.0
million (an effective tax rate of 22.4%). The effective income tax rate on
continuing operations decreased from 48.4% in 2017 primarily due to a $4.7
million provisional tax charge resulting from the reduction in the U.S. federal
corporate tax rate in 2018 as a result of the Tax Cuts and Jobs Act (the "Tax
Act") and the absence of non-deductible spin-off related expenses incurred in
the prior year to effect the spin-off from NACCO.
LIQUIDITY AND CAPITAL RESOURCES

Liquidity

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

HBB's principal sources of cash to fund liquidity needs are: (i) cash generated
from operations and (ii) borrowings available under the revolving credit
facility, as defined below. HBB's primary use of funds consists of working
capital requirements, capital expenditures, and payments of principal and
interest on debt. At December 31, 2019, the Company had cash and cash
equivalents for continuing operations of $2.1 million, compared to $4.4 million
at December 31, 2018.

Historically, Hamilton Beach Brands Holding Company would rely on cash flows
from KC as well as HBB.  However, given that all of the KC stores have been
closed and the Board approved the dissolution of the KC legal entity, KC is no
longer considered a source of cash for Hamilton Beach Brands Holding Company.
 As of December 31, 2019, KC reported current liabilities in excess of current
assets of $24.3 million.  Neither Hamilton Beach Brands Holding Company nor HBB
has guaranteed any obligations of KC.


                                       19

--------------------------------------------------------------------------------

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)



The following table presents selected cash flow information from continuing
operations:
                                                                Year Ended December 31
                                                            2019         2018         2017
                                                                    (In thousands)
Net cash provided by operating activities from
continuing operations                                    $    202     $ 

17,323 $ 28,303 Net cash used for investing activities from continuing operations

$ (4,122 )   $ 

(7,759 ) $ (6,177 ) Net cash provided by (used for) financing activities from continuing operations

$  1,062     $ 

(9,255 ) $ (26,532 )

December 31, 2019 Compared with December 31, 2018

Operating activities - Net cash provided by operating activities decreased $17.1 million in 2019 compared to the prior year primarily due to increased trade receivables, partially offset by a decline in inventory. Trade receivables increased primarily due to the timing of collections and increased fourth quarter sales in 2019 compared with prior year. The decline in inventory is primarily due to the continued efficient management of inventory levels.



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

Financing activities - Net cash provided by financing activities from continuing
operations was $1.1 million in 2019 compared to a use of cash of $9.3 million in
2018 primarily due to an increase in HBB's net borrowing activity on the
revolving credit facility. The increase in borrowings was used to fund net
working capital and stock repurchases.

December 31, 2018 Compared with December 31, 2017



Operating activities - Net cash provided by operating activities decreased
by $11.0 million in 2018 primarily due to the net changes in operating assets
and liabilities. The decrease is primarily due to the changes in working capital
and the decline in the accounts payable to NACCO. The change in working capital
is attributable to a decrease in accounts payable in 2018 compared with a large
increase in 2017, which was partially offset by a decrease in accounts
receivable in 2018 compared with a large increase in 2017 and a larger increase
in inventory during 2017 compared with 2018. The change in accounts payable is
mainly due to the timing of purchases and the change in accounts receivable,
after consideration for the effect of the adoption of the new revenue standard
in 2018, is mainly attributable to the timing of collections. The increase in
inventory is primarily due to lower sales in the second half of 2018 compared
with the sales forecast and higher product costs compared to 2017. The decline
in the accounts payable to NACCO is primarily due to payments made to NACCO
during 2018 under the tax allocation agreement.

Investing activities - Net cash used for investing activities increased primarily due to an increase in capital expenditures for internal-use software development costs and corporate office leasehold improvements.



Financing activities - Net cash used for financing activities decreased $17.3
million primarily due to the absence of the 2017 cash dividends of $38.0 million
paid to NACCO, partially offset by a reduction in the revolving credit facility
and dividend payments to stockholders.

Capital Resources



HBB maintains a $115.0 million senior secured floating-rate revolving credit
facility (the "HBB Facility") that expires in June 2021. The current portion of
borrowings outstanding represents expected voluntary repayments to be made in
the next twelve months. The obligations under the HBB Facility are secured by
substantially all of HBB's assets. The approximate book value of HBB's assets
held as collateral under the HBB Facility was $297.2 million as of December 31,
2019. At December 31, 2019, the borrowing base under the HBB Facility was $114.4
million and borrowings outstanding were $58.3 million. At December 31, 2019, the
excess availability under the HBB Facility was $56.1 million.


                                       20

--------------------------------------------------------------------------------

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)



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, LIBOR or bankers'
acceptance rate, as defined in the HBB Facility, plus an applicable margin. The
applicable margins, effective December 31, 2019, for base rate loans and LIBOR
loans denominated in U.S. dollars were 0.0% and 1.75%, respectively. The
applicable margins, effective December 31, 2019, for base rate loans and
bankers' acceptance loans denominated in Canadian dollars were 0.0% and 1.75%,
respectively. The HBB Facility also requires a fee of 0.25% per annum on the
unused commitment. The margins and unused commitment fee under the HBB Facility
are subject to quarterly adjustment based on average excess availability. The
weighted average interest rate applicable to the HBB Facility for the year
ended December 31, 2019 was 3.82%, including the floating rate margin and the
effect of the interest rate swap agreements described below.

To reduce the exposure to changes in the market rate of interest, HBB has
entered into interest rate swap agreements for a portion of the HBB Facility.
Terms of the interest rate swap agreements require HBB to receive a variable
interest rate and pay a fixed interest rate. HBB has interest rate swaps with
notional values totaling $35.0 million at December 31, 2019 at an average fixed
interest rate of 1.5%. HBB also has delayed-start interest rate swaps with
notional values totaling $10.0 million as of December 31, 2019, with fixed rates
of 1.7%.

The HBB Facility includes restrictive covenants, which, among other things,
limit the payment of dividends to Hamilton Beach Holding, subject to achieving
availability thresholds. Under Amendment No. 6 to the HBB Facility, dividends to
Hamilton Beach Holding are not to exceed $5.0 million during any calendar year
to the extent that for the thirty days prior to the dividend payment date, and
after giving effect to the dividend payment, HBB maintains excess availability
of not less than $15.0 million. Dividends to Hamilton Beach Holding are
discretionary to the extent that for the thirty days prior to the dividend
payment date, and after giving effect to the dividend payment, HBB maintains
excess availability of not less than $25.0 million. The HBB Facility also
requires HBB to achieve a minimum fixed charge coverage ratio in certain
circumstances, as defined in the HBB Facility. At December 31, 2019, HBB was 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. The Company utilizes this arrangement as an integral part of financing working capital.



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

KC maintained a separate revolving line of credit facility (the "KC Facility")
that was secured by substantially all of the assets of KC. The Company's
decision to wind down KC and its retail operations constituted an event of
default under the KC Facility. As a result, on October 23, 2019, KC and its
lender entered into a Forbearance Agreement (the "Forbearance Agreement"). Under
the terms of the Forbearance Agreement, the lender agreed to forebear from
exercising its rights and remedies as a result of the events of default pending
accelerated payment in full of the obligations under the KC facility on or
before December 15, 2019. All obligations under the KC Facility were paid in
full in accordance with the Forbearance Agreement and the KC Facility was
terminated on December 3, 2019.


                                       21

--------------------------------------------------------------------------------

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)

Contractual Obligations, Contingent Liabilities and Commitments

Following is a table which summarizes the contractual obligations of Hamilton Beach Holding as of December 31, 2019:


                                                           Payments Due by 

Period

Contractual Obligations Total 2020 2021 2022


    2023        2024        Thereafter
HBB:
Revolving credit
agreements               $  58,497           192       58,305     $     -     $     -     $     -     $          -
Variable interest
payments on HBB Facility     4,140         2,244        1,896           -           -           -                -
Purchase and other
obligations                212,312       209,040        3,157          69          46           -                -
Operating lease
obligations                 31,710         6,114        4,089       1,816       1,574       1,590           16,527
KC:
Purchase and other
obligations                 12,475        12,475            -           -           -           -                -
Operating lease
obligations                 26,493        10,942        5,863       4,027       2,458       1,534            1,669
Total contractual cash
obligations              $ 345,627     $ 241,007     $ 73,310     $ 5,912     $ 4,078     $ 3,124     $     18,196



Not included in the table above, HBB has a long-term liability of approximately
$0.4 million for unrecognized tax benefits, including interest and penalties, as
of December 31, 2019. At this time, the Company is unable to make a reasonable
estimate of the timing of payments due to, among other factors, the uncertainty
of the timing and outcome of its audits.

HBB's variable interest payments are calculated based upon HBB's anticipated
payment schedule and the December 31, 2019 base rate and applicable margins, as
defined in the HBB Facility. A 1/8% increase in the base rate would increase
HBB's estimated total annual interest payments on the HBB Facility by
approximately $0.5 million.

HBB's purchase and other obligations are primarily for accounts payable, open
purchase orders and accrued payroll and incentive compensation. KC's purchase
and other obligations are primarily for accounts payable and accrued employee
related costs.

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

KC is in default of the lease agreements for KC stores, which could result in acceleration of the payment schedule for those store leases.



Pension funding can vary significantly each year due to plan amendments, changes
in the market value of plan assets, legislation and the Company's decisions to
contribute above the minimum regulatory funding requirements. As a result,
pension funding has not been included in the table above. HBB does not expect to
contribute to its pension plans in 2020. Pension benefit payments are made from
assets of the pension plans.

Off Balance Sheet Arrangements



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

                                       22

--------------------------------------------------------------------------------

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)

Accounting Standards Adopted



In March 2017, the FASB issued ASU 2017-07, "Compensation - Retirement Benefits
(Topic 715)," which amends the requirements in GAAP related to the income
statement presentation of the components of net periodic benefit cost for an
entity's sponsored defined benefit pension and other post-retirement plans. The
Company adopted this guidance on January 1, 2019. The change in presentation of
the components of net periodic pension cost was applied retrospectively which
resulted in $0.7 million and $0.9 million of net periodic pension income for the
years end December 31, 2018, and 2017, respectively, being reclassified from
selling, general and administrative expenses to other expense (income), net.

Accounting Standards Not Yet Adopted



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

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which
requires an entity to recognize assets and liabilities for the rights and
obligations created by leased assets. For nonpublic entities, the amendments are
effective for fiscal years beginning after December 15, 2020, and interim
periods within fiscal years beginning after December 15, 2021. Early adoption is
permitted. The Company is planning to adopt ASU 2016-02 for its year ending
December 31, 2021 and is currently evaluating to what extent ASU 2016-02 will
affect the Company's financial position, results of operations, cash flows and
related disclosures.

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

FORWARD-LOOKING STATEMENTS

The statements contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere throughout this Annual Report
on Form 10-K that are not historical facts are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. 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 with respect to each subsidiary's
operations include, without limitation: (1) changes in the sales prices, product
mix or levels of consumer purchases of small electric and specialty housewares
appliances, (2) changes in consumer retail and credit markets, including the
increasing volume of transactions made through third-party internet sellers, (3)
bankruptcy of or loss of major retail customers or suppliers, (4) changes in
costs, including transportation costs, of sourced products, (5) delays in
delivery of sourced products, (6) changes in or unavailability of quality or
cost effective suppliers, (7) exchange rate fluctuations, changes in the import
tariffs and monetary policies and other changes in the regulatory climate in the
countries in which HBB buys, operates and/or sells products, (8) the impact of
tariffs on customer purchasing patterns, (9) product liability, regulatory
actions or other litigation, warranty claims or returns of products, (10)
customer acceptance of, changes in costs of, or delays in the development of new
products, (11) increased competition, including consolidation within the
industry, (12) shifts in consumer shopping patterns, gasoline prices, weather
conditions, the level of consumer confidence and disposable income as a result
of economic conditions, unemployment rates or other events or conditions that
may adversely affect the level of customer purchases of HBB products, (13)
changes mandated by federal, state and other regulation, including tax, health,
safety or environmental legislation, (14) risks associated with the wind down of
KC including unexpected costs, contingent liabilities and the potential
disruption of our other businesses, (15) the unpredictable nature of the
coronavirus and its potential impact

                                       23

--------------------------------------------------------------------------------

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)



on our business, and (16) 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,
2019.

© Edgar Online, source Glimpses