BEL FUSE INC /NJ 10-K

Item 8. Financial Statements and Supplementary Data See the consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements for the information required by this item. 33 Table of Contents BEL FUSE INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Financial Statements Page Reports of Independent Registered Public Accounting Firm (Grant Thornton LLP, Iselin, New Jersey, PCAOB # 248 ) 35 Consolidated Balance Sheets - December 31, 2023 and 2022 39 Consolidated Statements of Operations for the Two Years Ended December 31, 2023 40 Consolidated Statements of Comprehensive Income for the Two Years Ended December 31, 2023 41 Consolidated Statements of Stockholders' Equity for the Two Years Ended December 31, 2023 42 Consolidated Statements of Cash Flows for the Two Years Ended December 31, 2023 43 Notes to Consolidated Financial Statements 45 34 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Bel Fuse Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Bel Fuse Inc. (a New Jersey corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 11, 2024 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 35 Table of Contents Critical audit matter Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2021. Iselin, New Jersey March 11, 2024 36 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Bel Fuse Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Bel Fuse Inc. (a New Jersey corporation) and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control — Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated March 11, 2024 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 37 Table of Contents Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Iselin, New Jersey March 11, 2024 38 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share and per share data) December 31, December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 89,371 $ 70,266 Held to maturity U.S. Treasury securities 37,548 - Accounts receivable, net of allowance of $ 1,388 and $ 1,552 , at December 31, 2023 and 2022, respectively 84,129 107,274 Inventories 136,540 172,465 Unbilled receivables 12,793 18,244 Other current assets 21,097 13,159 Total current assets 381,478 381,408 Property, plant and equipment, net 36,533 36,833 Right-of-use assets 20,481 21,551 Related-party note receivable 2,152 - Equity method investment 10,282 - Intangible assets, net 49,391 54,111 Goodwill, net 26,642 25,099 Deferred income taxes 11,553 7,281 Other assets 33,119 34,183 Total assets $ 571,631 $ 560,466 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 40,441 $ 64,589 Accrued expenses 54,657 50,873 Operating lease liability, current 6,350 5,870 Other current liabilities 9,161 14,972 Total current liabilities 110,609 136,304 Long-term liabilities: Long-term debt 60,000 95,000 Operating lease liability, long-term 14,212 15,742 Liability for uncertain tax positions 19,823 24,798 Minimum pension obligation and unfunded pension liability 19,876 18,522 Deferred income taxes 1,456 1,257 Other long-term liabilities 5,097 6,497 Total liabilities 231,073 298,120 Commitments and contingencies (see Note 19) Stockholders' equity: Preferred stock, no par value, 1,000,000 shares authorized; none issued - - Class A common stock, par value $ .10 per share, 10,000,000 shares authorized; 2,141,589 shares outstanding at each date (net of 1,072,769 restricted treasury shares) 214 214 Class B common stock, par value $ .10 per share, 30,000,000 shares authorized; 10,620,260 shares and 10,642,760 shares outstanding at December 31, 2023 and December 31, 2022, respectively (net of 3,218,307 restricted treasury shares) 1,065 1,067 Treasury stock (unrestricted, consisting of 3,323 Class A shares and 17,342 Class B shares) ( 454 ) ( 349 ) Additional paid-in capital 44,260 40,772 Retained earnings 307,510 237,188 Accumulated other comprehensive loss ( 12,037 ) ( 16,546 ) Total stockholders' equity 340,558 262,346 Total liabilities and stockholders' equity $ 571,631 $ 560,466 See accompanying notes to consolidated financial statements. 39 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Years Ended December 31, 2023 2022 Net sales $ 639,813 $ 654,233 Cost of sales 423,964 470,780 Gross profit 215,849 183,453 Research and development costs 22,487 20,238 Selling, general and administrative expenses 99,091 92,342 Restructuring charges 10,114 7,322 Gain on sale of properties ( 3,819 ) ( 1,596 ) Income from operations 87,976 65,147 Gain on sale of Czech Republic business 980 - Interest expense ( 2,850 ) ( 3,379 ) Other income/expense, net ( 2,806 ) ( 2,709 ) Earnings before provision for income taxes 83,300 59,059 Provision for income taxes 9,469 6,370 Net earnings available to common shareholders $ 73,831 $ 52,689 Net earnings per common share: Class A common shares - basic and diluted $ 5.52 $ 4.01 Class B common shares - basic and diluted $ 5.83 $ 4.24 Weighted-average shares outstanding: Class A common shares - basic and diluted 2,142 2,143 Class B common shares - basic and diluted 10,634 10,394 See accompanying notes to consolidated financial statements. 40 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in thousands) Years Ended December 31, 2023 2022 Net earnings $ 73,831 $ 52,689 Other comprehensive income: Currency translation adjustment, net of taxes of ($ 93 ) and ($ 47 ) 6,684 ( 8,196 ) Unrealized (losses) gains on interest rate swap cash flow hedge, net of taxes of $ 0 in both periods ( 1,579 ) 5,655 Unrealized holding gains (losses) on marketable securities arising during the period, net of taxes of $ 0 in both periods 1 ( 11 ) Change in unfunded SERP liability, net of taxes of ($ 161 ) and ($ 1,381 ) ( 597 ) 4,869 Other comprehensive income 4,509 2,317 Comprehensive income $ 78,340 $ 55,006 See accompanying notes to consolidated financial statements. 41 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (dollars in thousands) Accumulated Other Class A Class B Additional Retained Comprehensive Common Common Treasury Paid-In Total Earnings (Loss) Income Stock Stock Stock Capital Balance at December 31, 2021 $ 208,743 $ 187,935 $ ( 18,863 ) $ 214 $ 1,038 $ - $ 38,419 Net earnings 52,689 52,689 - - - - - Dividends declared: Class A Common Stock, $ 0.24 /share ( 514 ) ( 514 ) - - - - - Class B Common Stock, $ 0.28 /share ( 2,922 ) ( 2,922 ) - - - - - Issuance of restricted common stock - - - - 33 - ( 33 ) Forfeiture of restricted common stock - - - - ( 4 ) - 4 Repurchase of treasury stock ( 349 ) - - - - ( 349 ) - Foreign currency translation adjustment, net of taxes of ($ 47 ) ( 8,196 ) - ( 8,196 ) - - - - Unrealized gains on interest rate swap cash flow hedge, net of taxes of $ 0 5,655 - 5,655 - - - - Unrealized holding losses on marketable securities, net of taxes of $ 0 ( 11 ) - ( 11 ) - - - - Stock-based compensation expense 2,382 - - - - - 2,382 Change in unfunded SERP liability, net of taxes of ($ 1,381 ) 4,869 - 4,869 - - - - Balance at December 31, 2022 262,346 237,188 ( 16,546 ) 214 1,067 ( 349 ) 40,772 Net earnings 73,831 73,831 - - - - - Dividends declared: Class A Common Stock, $ 0.24 /share ( 512 ) ( 512 ) - - - - - Class B Common Stock, $ 0.28 /share ( 2,997 ) ( 2,997 ) - - - - - Issuance of restricted common stock - - - - 1 - ( 1 ) Forfeiture of restricted common stock - - - - ( 3 ) - 3 Repurchase of treasury stock ( 105 ) - - - - ( 105 ) - Foreign currency translation adjustment, including writeoff of $ 2,724 related to liquidation of foreign subsidiary, net of taxes of ($ 93 ) 6,684 - 6,684 - - - - Unrealized losses on interest rate swap cash flow hedge, net of taxes of $ 0 ( 1,579 ) - ( 1,579 ) - - - - Unrealized holding gains on marketable securities, net of taxes of $ 0 1 - 1 - - - - Stock-based compensation expense 3,486 - - - - - 3,486 Change in unfunded SERP liability, net of taxes of ($ 161 ) ( 597 ) - ( 597 ) - - - - Balance at December 31, 2023 $ 340,558 $ 307,510 $ ( 12,037 ) $ 214 $ 1,065 $ ( 454 ) $ 44,260 See accompanying notes to consolidated financial statements. 42 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) Years Ended December 31, 2023 2022 Cash flows from operating activities: Net earnings $ 73,831 $ 52,689 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 13,312 14,863 Stock-based compensation 3,486 2,382 Amortization of deferred financing costs 33 34 Deferred income taxes ( 3,872 ) ( 4,594 ) Unrealized losses (gains) on foreign currency revaluation 1,356 ( 278 ) Gains on sale/disposal of property, plant and equipment ( 2,117 ) ( 1,596 ) Gain on sale of Czech Republic business ( 980 ) - Other, net ( 1,037 ) 1,195 Changes in operating assets and liabilities: Accounts receivable 22,500 ( 20,702 ) Unbilled receivables 5,451 10,031 Inventories 33,613 ( 36,592 ) Other current assets ( 217 ) ( 1,210 ) Other assets 2,971 7,000 Accounts payable ( 22,745 ) 1,522 Accrued expenses 5,356 10,933 Accrued restructuring costs ( 1,228 ) 6,784 Other liabilities ( 16,388 ) ( 4,162 ) Income taxes payable ( 4,976 ) 1,958 Net cash provided by operating activities 108,349 40,257 Cash flows from investing activities: Purchase of property, plant and equipment ( 12,126 ) ( 8,832 ) Purchases of held to maturity and marketable securities ( 59,992 ) - Proceeds from held to maturity securities 19,918 - Payment for equity method investment ( 10,282 ) - Investment in related party notes receivable ( 2,152 ) - Proceeds from disposal/sale of property, plant and equipment 6,036 1,833 Proceeds from sale of business 5,063 - Net cash used in investing activities ( 53,535 ) ( 6,999 ) (continued) 43 Table of Contents BEL FUSE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (dollars in thousands) Years Ended December 31, 2023 2022 Cash flows from financing activities: Dividends paid to common shareholders ( 3,492 ) ( 3,413 ) Purchase of treasury stock ( 105 ) ( 349 ) Borrowings under revolving credit line 5,000 - Repayments under revolving credit line ( 40,000 ) ( 17,500 ) Net cash used in financing activities ( 38,597 ) ( 21,262 ) Effect of exchange rate changes on cash 2,888 ( 3,486 ) Net increase in cash and cash equivalents 19,105 8,510 Cash and cash equivalents - beginning of year 70,266 61,756 Cash and cash equivalents - end of year $ 89,371 $ 70,266 Supplemental cash flow information: Cash paid during the year for: Income taxes, net of refunds received $ 25,056 $ 14,618 Interest payments $ 4,729 $ 3,371 ROU assets obtained in exchange for lease obligations $ 5,999 $ 8,052 See accompanying notes to consolidated financial statements. 44 Table of Contents BEL FUSE INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED December 31, 2023 and 2022 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Bel Fuse Inc. and subsidiaries ("Bel," the "Company," "we," "us," and "our") design, manufacture and market a broad array of products that power, protect and connect electronic circuits. These products are used around the world, primarily in the networking, telecommunications, computing, general industrial, high-speed data transmission, military, commercial aerospace, transportation and eMobility industries. Bel's portfolio of products also finds application in the automotive, medical, broadcasting and consumer electronics markets. We manage our operations by product group through our reportable operating segments, Power Solutions and Protection, Connectivity Solutions and Magnetic Solutions. All amounts included in the tables to these notes to consolidated financial statements, except per share amounts, are in thousands. Principles of Consolidation - The consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Estimates and Uncertainties - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including but not limited to those related to product returns, provisions for bad debt, inventories, goodwill, intangible assets, investments, Supplemental Executive Retirement Plan ("SERP") expense, income taxes, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Cash, Cash Equivalents and Investments - Cash equivalents include short-term investments in money market funds and certificates of deposit with an original maturity of three months or less when purchased. Accounts at each U.S. institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Substantially all of our U.S. cash and cash equivalents balances are in excess of the FDIC insured limit. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company's cash and cash equivalents are placed with high credit quality financial institutions. The Company has held to maturity securities comprised of U.S. Treasury Bills. These investments are classified as held to maturity as the Company has the intent and ability to hold these investments until they mature. The held to maturity securities mature within the next 12 months. The table below shows the amortized costs, associated gross unrealized gains and associated fair value of the held to maturity securities at December 31, 2023: Amortized Cost Gross Unrealized Gain Fair Value Held to maturity U.S. Treasury securities $ 37,548 $ 103 $ 37,651 In determining the fair value of the Company's held to maturity U.S. Treasury securities, the Company utilized Level 1 inputs of the market price for comparable securities as of December 31 2023. Allowance for Credit Losses - The Company currently measures the expected credit losses based on our historical credit loss experience. The Company has not experienced significant recent or historical credit losses and is not forecasting any significant credit losses which would require adjustments to our methodology. If current conditions and supportable forecasts indicate that our historical loss experience is not reasonable and no longer supportable, the Company may adjust its historical credit loss experience and to reflect these conditions and forecasts. The Company regularly analyzes its significant customer accounts and, when the Company becomes aware of a customer’s inability to meet its financial obligations, the Company records a specific reserve for bad debt to reduce the related receivable to the amount the Company reasonably believes is collectible. There were no significant impairment losses related to our receivables in 2023 or 2022. Effects of Foreign Currency – In non-U.S. locations that are not considered highly inflationary, we translate the non-equity components of our foreign balance sheets at the end of period exchange rates with translation adjustments accumulated within stockholders' equity on our consolidated balance sheets. We translate the statements of operations at the average exchange rates during the applicable period. In connection with foreign currency denominated transactions, including multi-currency intercompany payable and receivable transactions and loans, the Company incurred a net realized and unrealized currency exchange loss of $ 1.4 million for the year ended December 31, 2023 and a gain of $ 0.3 million for the year ended December 31, 2022 , which were included in other expense, net on the consolidated statements of operations. Concentration of Credit Risk - Financial instruments which potentially subject us to concentrations of credit risk consist principally of accounts receivable and temporary cash investments. We grant credit to customers that are primarily original equipment manufacturers, subcontractors of original equipment manufacturers and distributors based on an evalu ation of the customer's financial condition, without requiring collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. We control our exposure to credit risk through credit approvals, credit limits and monitoring procedures and establish allowances for anticipated losses. See Note 14, "Segments, " for disclosures regarding significant customers. 45 Table of Contents Inventories - Inventories are stated at the lower of cost or net realizable value. Material costs are determined by standard costs or weighted average cost, both of which approximate actual costs. Costs related to inventories include raw materials, direct labor and manufacturing overhead which are included in cost of sales on the consolidated statements of operations upon sale. Revenue Recognition – Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales. Product Warranties – Warranties vary by product line and are competitive for the markets in which the Company operates. Warranties generally extend for one to three years from the date of sale, providing customers with assurance that the related product will function as intended. The Company reviews its warranty liability quarterly based on an analysis of actual expenses and failure rates accompanied with estimated future costs and projected failure rate trends. Factors taken into consideration when evaluating our warranty reserve are (i) historical claims for each product, (ii) volume increases, (iii) life of warranty, (iv) historical warranty repair costs and (v) other factors. To the extent that actual experience differs from our estimate, the provision for product warranties will be adjusted in future periods. Actual warranty repair costs are charged against the reserve balance as incurred. See Note 12, "Accrued Expenses." Product Returns – We estimate product returns, including product exchanges under warranty, based on historical experience. In general, the Company is not contractually obligated to accept returns except for defective product or in instances where the product does not meet the Company's product specifications. However, the Company may permit its customers to return product for other reasons. In certain instances, the Company would generally require a significant cancellation penalty payment by the customer. The Company estimates such returns, where applicable, based upon management's evaluation of historical experience, market acceptance of products produced and known negotiations with customers. Such estimates are deducted from sales and provided for at the time revenue is recognized. Distribution customers often receive what is referred to as "ship and debit" arrangements, whereby Bel will invoice them at an agreed upon unit price upon shipment of product and a price reduction may be granted if the market price of the product declines after shipment. Distributors may also be entitled to special pricing discount credits, and certain customers are entitled to return allowances based on previous sales volumes. Bel deducts estimates for anticipated credits, refunds and returns from sales each quarter based on historical experience. Goodwill and Identifiable Intangible Assets – Goodwill represents the excess of the aggregate of the following: ( 1 ) consideration transferred, ( 2 ) the fair value of any noncontrolling interest in the acquiree and, ( 3 ) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of patents, licenses, trademarks, trade names, customer lists and relationships, non-compete agreements and technology-based intangibles and other contractual agreements. We amortize finite-lived identifiable intangible assets over the shorter of their stated or statutory duration or their estimated useful lives, ranging from 1 to 16 years, on a straight-line basis to their estimated residual values and periodically review them for impairment. Total identifiable intangible assets comprise 8.6 % a nd 9.7 % at December 31, 2023 and 2022 , respectively, of our consolidated total assets. We use the acquisition method of accounting for those business combinations in which we acquire 100% of the equity. We do not amortize goodwill or intangible assets with indefinite useful lives. Goodwill and intangible assets with indefinite useful lives are tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. 46 Table of Contents Impairment and Disposal of Long-Lived Assets – For definite-lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property, plant and equipment, whenever impairment indicators are present, we perform a review for impairment. We calculate the undiscounted value of the projected cash flows associated with the asset, or asset group, and compare this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over the fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate. At December 31, 2023, a total of $ 1.3 million of property was classified as assets held for sale (within other current assets) on the accompanying consolidated balance sheet related to properties in the PRC that have been exited in connection with our recent restructuring initiatives related to facility consolidation efforts in China. These assets have been evaluated for impairment and it was determined that no impairment existed as of December 31, 2023. For indefinite-lived intangible assets, such as goodwill, trademarks and trade names, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over the fair value, if any. In addition, in all cases of an impairment review we re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate. See Note 5, "Goodwill and Other Intangible Assets," for additional details. Depreciation - Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated primarily using the straight-line method over the estimated useful life of the asset. The estimated useful lives primarily range fro m 1 to 33 years for buildings and leasehold improvements, and from 3 to 14 years for m achinery and equipment. Derivative Financial Instruments - As part of our risk management strategy, when considered appropriate, the Company uses derivative financial instruments including foreign currency forward contracts and interest rate swap agreements to hedge against certain foreign currency and interest rate exposures. The intent is to mitigate gains and losses caused by the underlying exposures with offsetting gains and losses on the derivative contracts. By policy, Bel does not enter into speculative positions with derivative instruments. The Company records all derivatives as assets or liabilities on our consolidated balance sheets at their fair values. Gains and losses from the changes in values of these derivatives are accounted for based on the use of the derivative and whether it qualifies for hedge accounting. The Company's interest rate swaps and foreign currency forward contracts related to the Chinese renminbi (both further described in Note 13, "Derivative Instruments and Hedging Activities" ) have been designated as cash flow hedges and as such, gains/losses are recorded in accumulated other comprehensive income until such time the hedged item affects earnings. The counterparties to our derivative financial instruments consist of several major international financial institutions. We regularly monitor the financial strength of these institutions. While the counterparties to these contracts expose us to the potential risk of credit-related losses in the event of a counterparty’s non-performance, the risk would be limited to the unrealized gains on such affected contracts. Income Taxes - We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. See Note 10, “Income Taxes”. We record net deferred tax assets to the extent we believe these assets will more-likely-than- not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. We have established valuation allowances for deferred tax assets that are not likely to be realized. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of our net recorded amount, we would adjust the valuation allowance, which would reduce the provision for income taxes. We establish liabilities for tax contingencies when, despite the belief that our tax return positions are fully supported, it is more likely than not that certain positions may be challenged and may not be fully sustained. The tax contingency liabilities are analyzed on a quarterly basis and adjusted based upon changes in facts and circumstances, such as the conclusion of federal and state audits, expiration of the statute of limitations for the assessment of tax, case law and emerging legislation. Our effective tax rate includes the effect of tax contingency liabilities and changes to the liabilities as considered appropriate by management. The Company's policy for releasing disproportionate income tax effects from accumulated other comprehensive loss ("AOCL") is to utilize the item-by-item approach. Earnings per Share – We utilize the two -class method to report our earnings per share. The two -class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings. The Company's Restated Certificate of Incorporation, as amended, states that the Company's Class B common shares, par value $ 0.10 per share (the "Class B common stock," "Class B common shares" or "Class B shares"), are entitled to dividends at least 5 % greater than dividends paid to Class A common shares, par value $ 0.10 per share (the "Class A common stock," "Class A common shares" or "Class A shares," and collectively with the Class B common stock, the "common stock" or the "common shares"), resulting in the two -class method of computing earnings per share. In computing earnings per share, the Company has allocated dividends declared to Class A and Class B shares based on amounts actually declared for each class of stock and 5 % more of the undistributed earnings have been allocated to Class B shares than to the Class A shares on a per share basis. Basic earnings per common share are computed by dividing net earnings by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share, for each class of common stock, are computed by dividing net earnings by the weighted-average number of common shares and potential common shares outstanding during the period. There were no potential common shares outstanding during the years ended December 31, 2023 and 2022 which would have had a dilutive effect on earnings per share. 47 Table of Contents The earnings and weighted average shares outstanding used in the computation of basic and diluted earnings per share are as follows: Years Ended December 31, 2023 2022 Numerator: Net earnings $ 73,831 $ 52,689 Less dividends declared: Class A 512 514 Class B 2,997 2,922 Undistributed earnings $ 70,322 $ 49,253 Undistributed earnings allocation: Class A undistributed earnings $ 11,318 $ 8,084 Class B undistributed earnings 59,004 41,169 Total undistributed earnings $ 70,322 $ 49,253 Net earnings allocation: Class A net earnings $ 11,830 $ 8,598 Class B net earnings 62,001 44,091 Net earnings $ 73,831 $ 52,689 Denominator: Weighted average shares outstanding: Class A 2,142 2,143 Class B 10,634 10,394 Net earnings per share: Class A $ 5.52 $ 4.01 Class B $ 5.83 $ 4.24 Research and Development ("R&D") - Our engineering groups are strategically located around the world to facilitate communication with and access to customers' engineering personnel. This collaborative approach enables partnerships with customers for technical development efforts. On occasion, we execute non-disclosure agreements with our customers to help develop proprietary, next generation products destined for rapid deployment. R&D costs are expensed as incurred, and are shown as a separate line within operating expenses on the consolidated statements of operations. Generally, R&D is performed internally for the benefit of the Company. R&D costs include salaries, building maintenance and utilities, rents, materials, administration costs and miscellaneous other items. R&D expenses for the years ended December 31, 2023 and 2022 amounted to $ 22.5 million and $ 20.2 million, respectively. Fair Value Measurements - We utilize the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. We classify our fair value measurements based on the lowest level of input included in the established three -tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows: Level 1 - Observable inputs such as quoted market prices in active markets Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable Level 3 - Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions For financial instruments such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amount approximates fair value because of the short maturities of such instruments. See Note 6, "Fair Value Measurements," for additional disclosures related to fair value measurements. 48 Table of Contents Recently Issued Accounting Standards Recently Adopted Accounting Standards In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2020 - 04, Reference Rate Reform (Topic 848 ): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020 - 04 provides temporary optional guidance on contract modifications and hedging accounting to ease the financial reporting burdens of the market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates. In January 2021, the FASB issued ASU 2021 - 01, which refined the scope of Topic 848 and clarified some of its guidance as part of the FASB’s monitoring of global reference rate activities. This updated guidance was effective upon issuance, and the Company was initially allowed to elect to apply the amendments prospectively through December 31, 2022. In December 2022, the FASB issued ASU 2022 - 06, Reference Rate Reform (Topic 848 ), Deferral of the Sunset Date of Topic 848 , which extended the date by which companies could elect to apply the amendments to December 31, 2024. During January 2023, the Company amended its credit agreement and related interest rate swap agreements to transition the reference rate from LIBOR to a Secured Overnight Financing Rate ("SOFR") effective January 31, 2023. In connection with these amendments, the Company adopted ASU 2020 - 04 in the first quarter of 2023 and elected to apply the relevant practical expedients within the guidance. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In June 2016, the FASB issued ASU 2016 - 13, Financial Instruments Credit Losses (Topic 326 ): Measurement of Credit Losses on Financial Instruments , as amended. The new guidance broadens the information that an entity must consider in developing its expected credit loss estimates related to its financial instruments and adds to U.S. GAAP an impairment model that is based on expected losses rather than incurred losses. On January 1, 2023, the Company adopted ASU 2016 - 13. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. 49 Table of Contents Accounting Standards Issued But Not Yet Adopted In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures , which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition. In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures , which focuses on the rate reconciliation and income taxes paid. ASU 2023 - 09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. 2. INVESTMENT IN INNOLECTRIC On February 1, 2023, the Company closed on a noncontrolling ( one - third ) investment in Germany-based innolectric AG (“innolectric”) for consideration of €8.0 million (approximately $ 8.8 million as of the February 2023 closing). Transaction costs associated with the Company's investment in innolectric amounted to $ 1.3 million and these costs have been recorded as part of the carrying value of the investment. Under the terms of the investment agreement, if innolectric achieves certain EBITDA thresholds within a specified timeframe, the Company would be committed to acquiring the remaining shares of innolectric at that time. The accompanying consolidated balance sheet reflects the fair value as of the February 2023 closing of the initial one - third equity method investment, inclusive of transaction costs, of $ 11.0 million, and a separate liability of $ 1.0 million associated with the net fair value of the put and call options related to the remaining shares pursuant to the agreement in the event certain profitability thresholds are met. This passive investment creates a strategic alliance that is focused on Electric Vehicles (“EV”) on-board power electronics, and in particular next generation fast-charging technology. With no product overlap, this relationship expands the Bel eMobility Power portfolio, further enhancing Bel's competitive position in this emerging field. Our investment in innolectric is accounted for using the equity method and we have determined that the innolectric investment is not a variable interest entity (VIE). Results from this investment have been included in Bel's Power Solution and Protection segment and amounted to a loss of $ 0.8 million during the year ended December 31, 2023. The Company adopted a policy to record its share of innolectric's results on a one -month lag on a consistent basis to allow time for innolectric to provide its financial statements to Bel. Related Party Transactions From time to time, the Company provides cash loans to innolectric to fund working capital needs and further business development. During 2023, the Company provided loans to innolectric in the aggregate amount of €2.0 million (approximately $ 2.1 million at the December 31, 2023 exchange rate). These loans bear interest at a rate of 5 % per annum. This balance is shown as a related-party note receivable on the accompanying consolidated balance sheet at December 31, 2023. 3. DIVESTITURE OF SUBSIDIARY On June 1, 2023, the Company completed its divestment of Bel Stewart s.r.o., a former subsidiary in the Czech Republic which has historically been reported within Bel’s Connectivity Solutions segment. The business was sold to PEI Genesis (“PEI”) for total consideration of $ 5.1 million, subject to working capital adjustments. The divestment of this non-core business was a strategic decision which allows the Connectivity Solutions segment to focus on its main product categories serving customer end markets such as commercial air, defense, industrial and networking which better align with its long-term growth objectives. 50 Table of Contents The carrying amounts of the major classes of assets and liabilities included as part of the sale were as follows: Total Cash and cash equivalents $ 2,072 Accounts receivable 1,030 Inventories 1,310 Property, plant and equipment 326 Other assets 48 Accounts payable ( 441 ) Accrued expenses ( 126 ) Income taxes payable ( 100 ) Other current liabilities ( 13 ) Other long-term liabilities ( 23 ) Total net assets transferred 4,083 Consideration received 5,063 Gain on sale recognized $ 980 51 Table of Contents 4. REVENUE Nature of Goods and Services Our revenues are substantially derived from sales of our products. In our Power Solutions and Protection product group, we provide AC/DC and DC/DC power conversion devices and circuit protection products. Applications range from board-mount power to system-level architectures for servers, storage, networking, industrial and transportation. In our Connectivity Solutions product group, we provide connectors and cable assemblies to the aerospace, military/defense, commercial, rugged harsh environment and communication markets. This group also includes passive jacks, plugs and cable assemblies that provide connectivity in networking equipment, as well as modular plugs and cable assemblies used within the structured cabling system, known as premise wiring. In our Magnetic Solutions product group, we provide an extensive line of integrated connector modules (ICM), where an Ethernet magnetic solution is integrated into a connector package. Products within the Company's Magnetic Solutions group are primarily used in networking and industrial applications. The Company also provides incremental services to our customers in the form of training, technical support, special tooling, and other support as deemed necessary from time to time. For purposes of ASC 606, all such incremental services were concluded to be immaterial in the context of the contracts. 52 Table of Contents Types of Contracts Substantially all of the Company's revenue is derived from contracts with its customers under one of the following types of contracts: • Direct with customer: This includes contracts with original equipment manufacturers (OEMs), original design manufacturers (ODMs), and contract manufacturers (CMs). The nature of Bel's products are such that they represent components which are installed in various end applications ( e.g., servers, aircraft, missiles and rail applications). The OEMs, ODMs or CMs that purchase our product for further installation are our end customers. Contracts with these customers are broad-based and cover general terms and conditions. Details such as order volume and pricing are typically contained in individual purchase orders, and as a result, we view each product on each purchase order as an individual performance obligation. Incremental services included in the contracts, such as training, tooling and other customer support are determined to be immaterial in the context of the contract, both individually and in the aggregate. Revenue under these contracts is generally recognized at a point in time, generally upon shipping or delivery, which closely mirrors the shipping terms dictated by the applicable contract. • Distributor: Distribution customers buy product directly from Bel and sell it in the marketplace to end customers. Bel contracts directly with the distributor. These contracts are typically global in nature and cover a variety of our product groups. Similar to contracts with OEMs, ODMs and CMs, each product on each purchase order is considered an individual performance obligation. Revenue is recognized at a point in time, generally upon shipping or delivery, which closely mirrors the shipping terms dictated by the applicable contract. • Customer-Designated Hub Arrangements: These customers operate under a type of concession agreement whereby the Company ships goods to a warehouse or hub, where they will be pulled by the customer at a later date. The terms specified in the customer-designated hub contracts specify that the Company will not invoice the customer for product until it is pulled from the warehouse or hub. Once product arrives at the hub, it is generally not returned to Bel unless there is a warranty issue (see Note 1, "Description of Business and Summary of Significant Accounting Policies - Product Warranties" above). Similar to the contracts described above, each product on each purchase order is considered an individual performance obligation. Under ASC 606, it was determined that the majority of these hubs are customer-controlled, and therefore control transfers to the customer upon either delivery from Bel's warehouse, or arrival at the customer-controlled hub, depending upon the applicable shipping terms. Revenue is therefore recognized as control of the product is transferred to the customer (for customer-controlled hubs, this is at the time product is shipped to the hub). The accompanying consolidated balance sheet reflects a corresponding unbilled receivable balance, as we do not have the right to invoice the customer until product is pulled from the hub. • Licensing Agreements: License agreements are only applicable to our Power Solutions and Protection product group, and include provisions for Bel to receive sales-based royalty income related to the licensing of Bel's patents or other intellectual property (IP) utilized by a third -party entity. Income related to these agreements is tracked by the licensee throughout the year based on their sales of product that utilize Bel's IP, and that data is reported to Bel either on a quarterly or annual basis, with payment generally received within 30 days of the reporting date. Our performance obligation is satisfied upon delivery of the IP at the beginning of the license period, as the licenses are functional in nature. However, the recognition of revenue associated with these licenses is subject to the sales- or usage-based constraint on variable consideration. As such, the Company records a constrained estimate of this variable consideration as royalty income in the period of the underlying customers' product sales, with adjustments made as actual licensee sales data becomes available. Significant Payment Terms Contracts with customers indicate the general terms and conditions in which business will be conducted for a set period of time. Individual purchase orders state the description, quantity and price of each product purchased. Payment for products sold under direct contracts with customers or contracts with distributors is typically due in full within 30 - 90 days from the transfer of title to the customer. Payment for products sold under our customer-designated hub arrangements is typically due within 60 days of the customer pulling the product from the hub. Payment due related to our licensing agreements is generally within 30 days of receiving the licensee sales data, which is either on a quarterly or annual basis. Since the customer agrees to a stated price for each product on each purchase order, the majority of contracts are not subject to variable consideration. However, the "ship and debit" arrangements with distributors, royalty income associated with our licensing agreements, and the product returns described above are each deemed to be variable consideration which requires the Company to make constrained estimates based on historical data. 53 Table of Contents Disaggregation of Revenue The following table provides information about disaggregated revenue by geographic region and sales channel, and includes a reconciliation of the disaggregated revenue to our reportable segments: Year Ended December 31, 2023 Power Solutions Connectivity Magnetic and Protection Solutions Solutions Consolidated By Geographic Region: North America $ 233,016 $ 172,518 $ 42,259 $ 447,793 Europe 57,567 32,689 8,263 98,519 Asia 23,522 5,365 64,614 93,501 $ 314,105 $ 210,572 $ 115,136 $ 639,813 By Sales Channel: Direct to customer $ 221,828 $ 130,893 $ 86,608 $ 439,329 Through distribution 92,277 79,679 28,528 200,484 $ 314,105 $ 210,572 $ 115,136 $ 639,813 Year Ended December 31, 2022 Power Solutions Connectivity Magnetic and Protection Solutions Solutions Consolidated By Geographic Region: North America $ 217,381 $ 141,585 $ 50,234 $ 409,200 Europe 42,121 35,596 10,903 88,620 Asia 28,864 9,904 117,645 156,413 $ 288,366 $ 187,085 $ 178,782 $ 654,233 By Sales Channel: Direct to customer $ 186,439 $ 112,128 $ 135,247 $ 433,814 Through distribution 101,927 74,957 43,535 220,419 $ 288,366 $ 187,085 $ 178,782 $ 654,233 54 Table of Contents Contract Assets and Contract Liabilities : A contract asset results when goods or services have been transferred to the customer but payment is contingent upon a future event, other than passage of time. In the case of our customer-controlled hub arrangements, we are unable to invoice the customer until product is pulled from the hub by the customer, which generates an unbilled receivable (a contract asset) when revenue is initially recognized. A contract liability results when cash payments are received or due in advance of our performance obligation being met. We have certain customers who provide payment in advance of product being shipped, which results in deferred revenue (a contract liability). The balances of the Company's contract assets and contract liabilities at December 31, 2023 and December 31, 2022 are as follows: December 31, December 31, 2023 2022 Contract assets - current (unbilled receivables) $ 12,793 $ 18,244 Contract liabilities - current (deferred revenue) $ 3,046 $ 8,847 The change in balance of our unbilled receivables from December 31, 2022 to December 31, 2023 primarily relates to a timing difference between the Company's performance (i.e. when our product is shipped to a customer-controlled hub) and the point at which the Company can invoice the customer per the terms of the customer contract (i.e. when the customer pulls our product from the customer-controlled hub). The deferred revenue balance is included within other current liabilities on the accompanying balance sheets. A tabular presentation of the activity within the deferred revenue account for the year ended December 31, 2023 is presented below: Year Ended December 31, 2023 Balance, January 1 $ 8,847 New advance payments received 4,121 Recognized as revenue during period ( 9,930 ) Currency translation 8 Balance, December 31 $ 3,046 Transaction Price Allocated to Future Obligations : The aggregate amount of transaction price allocated to remaining performance obligations that have not been fully satisfied as of December 31, 2023 related to contracts that exceed one year in duration amounted to $ 4.4 million, with expected contract expiration dates that range largely from 2025 – 2026 . It is expected that $ 2.4 million of this aggregate amount will be recognized in 2025, $ 1.9 million will be recognized in 2026 and the remainder will be recognized in years beyond 2026. The majority of the Company's orders received (but not yet shipped) at December 31, 2023 is related to contracts that have an original expected duration of one year or less, for which the Company is electing to utilize the practical expedient available within the guidance, and are excluded from the transaction price related to these future obligations. The Company will generally satisfy the remaining performance obligations as we transfer control of the products ordered to our customers. 5. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price and related acquisition costs over the fair value assigned to the net tangible and other intangible assets acquired in a business acquisition. At December 31, 2023 and 2022 , the Company's reportable operating segments were as follows: • Power Solutions and Protection : includes the 2012 acquisition of Powerbox Italia, the 2014 acquisition of ABB's Power Solutions business, the 2019 acquisition of the majority of CUI Inc.'s power products business, the 2021 acquisition of EOS, the 2023 equity method investment in innolectric, in addition to sales and an estimated allocation of expenses related to power products manufactured at Bel sites that are not product group specific. • Connectivity Solutions : includes the 2010 acquisition of Cinch Connectors, the 2012 acquisitions of Fibreco Limited and GigaCom Interconnect, the 2013 acquisition of Array Connector, the 2014 acquisition of Emerson Network Power Connectivity Solutions, the 2021 acquisition of rms Connectors, in addition to sales and an estimated allocation of expenses related to connectivity products manufactured at Bel sites that are not product group specific. • Magnetic Solutions: includes the 2013 acquisition of TE Connectivity's Coil Wound Magnetics business, our Signal Transformer business, in addition to sales and an estimated allocation of expenses related to Bel's ICM and discrete magnetic products that are manufactured at Bel sites that are not product group specific. 55 Table of Contents The changes in the carrying value of goodwill classified by our segment reporting structure for the year ended December 31, 2023 are as noted in the table below. Total Power Solutions & Protection Connectivity Solutions Magnetic Solutions Balance at January 1, 2023: Goodwill, gross $ 25,099 $ 18,152 $ 6,947 $ - Goodwill, net $ 25,099 $ 18,152 $ 6,947 $ - Foreign currency translation 1,543 471 1,072 - Balance at December 31, 2023: Goodwill, gross $ 26,642 $ 18,623 $ 8,019 $ - Goodwill, net $ 26,642 $ 18,623 $ 8,019 $ - The Company has accumulated impairment charges totaling $ 137.5 million, which were incurred under a former segment and reporting unit structure which was in place prior to October 1, 2019. As discussed in Note 6, " Fair Value Measurements" , goodwill is reviewed for impairment on a reporting unit basis annually during the fourth quarter of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. In testing goodwill for impairment, we may perform both a qualitative assessment and quantitative assessment. For the qualitative test, the assessment is based on a review of general macroeconomic conditions, industry and market conditions, changes in cost factors, overall financial performance (both actual and expected performance) and other reporting unit-specific events such as significant changes in management, customers, litigation or a change in the carrying amount of net assets. If it is determined that a potential impairment may exist, we would proceed with a quantitative assessment. In cases where we elect to perform a quantitative assessment, we estimate the fair value of these reporting units using a weighting of fair values derived from income and market approaches. Under the income approach, we determine the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. 2023 Annual Impairment Test On October 1, 2023, the Comp any completed a quantitative assessment of our annual goodwill impairment test for our four existing reporting units. We concluded that the fair value of the Company's Connectivity Europe, Power Europe, EOS and CUI reporting units exceeded the carrying value and that there was no indication of impairment. Effective October 1, 2023, in connection with a recent shift in how management views and manages the business in light of the consolidation or our ERP systems, recent facility consolidations and other streamlining initiatives at the product group level, the Company changed its reporting unit structure. The Company's new reporting units are Power Solutions and Protection (excluding CUI), CUI, Connectivity Solutions and Magnetic Solutions. The Company performed a qualitative analysis (Step 0 ) on the new reporting units as of the October 1, 2023 testing date and concluded no impairment existed for the new reporting units at that time. The excess of estimated fair values over carrying value, including goodwill for each of our former reporting units that had goodwill as of the 2023 annual impairment test were as follows: Reporting Unit % by Which Estimated Fair Value Exceeds Carrying Value Power Europe 89.1 % Connectivity Europe 79.9 % EOS 71.2 % CUI 169.4 % 2022 Impai rment Tests The Company performed a qualitative assessment as of October 1, 2022 related to its EOS reporting unit, as the estimated fair value of this reporting unit significantly exceeded the carrying amount based on our baseline quantitative assessment, which was performed as of March 31, 2021. Our qualitative assessment determined that no indicators of impairment were present as of the October 1, 2022 assessment date. On October 1, 2022, the Company completed a quantitative assessment of our annual goodwill impairment test for three of our reporting units. We concluded that the fair value of the Company's Connectivity Europe, Power Europe and CUI reporting units exceeded the carrying value and that there was no indication of impairment. 56 Table of Contents As noted above, the fair value determined in connection with the goodwill impairment test completed in the fourth quarter of 202 3 exceeded the carrying value for each reporting unit. Therefore, there was no impairment of goodwill. However, if the fair value decreases in future periods, the Company may need to complete an interim goodwill impairment test and any potential goodwill impairment charge would be dependent upon the estimated fair value of the reporting unit at that time and the outcome of the impairm ent test. The fair values of the assets and liabilities of the reporting unit, including the intangible assets, could vary depending on various factors. The future occurrence of a potential indicator of impairment, such as a decrease in expected net earnings, adverse equity market conditions, a decline in current market multiples, a sustained decrease in the price of our common stock, a significant adverse change in legal factors or business climates, an adverse action or assessment by a regulator, unanticipated competition, strategic decisions made in response to economic or competitive conditions, or a more-likely-than- not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of, could require an interim assessment for some or all of the reporting units before the next required annual assessment. In the event of significant adverse changes of the nature described above, it may be necessary for us to recognize an additional non-cash impairment of goodwill, which could have a material adverse effect on our consolidated financial condition and consolidated results of operations. Other Intangible Assets Other identifiable intangible assets include patents, technology, license agreements, non-compete agreements and trademarks. Amounts assigned to these intangible assets have been determined by management. Management considered a number of factors in determining the allocations, including valuations and independent appraisals. Trademarks have indefinite lives and are reviewed for impairment on an annual basis, or when there is a triggering event. Other intangible assets, excluding trademarks, are being amortized over 1 to 12 y ears. The Company tests indefinite-lived intangible assets for impairment using a fair value approach, the relief-from-royalty method (a form of the income approach). At December 31, 2023 , the Company's indefinite-lived intangible assets related to the trademarks acquired in the CUI, Power Solutions, Connectivity Solutions, Cinch and Fibreco acquisitions. The components of definite and indefinite-lived intangible assets are as follows: December 31, 2023 December 31, 2022 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Patents, licenses and technology $ 19,176 $ 11,386 $ 7,790 $ 38,607 $ 30,156 $ 8,451 Customer relationships 56,711 32,099 24,612 56,917 28,096 28,821 Non-compete agreements - - - 2,662 2,662 - Trademarks (indefinite-lived) 17,148 159 16,989 16,999 160 16,839 $ 93,035 $ 43,644 $ 49,391 $ 115,185 $ 61,074 $ 54,111 Amortization expense was $ 4.7 m illion and $ 6.0 million during each of 2023 and 2022 , respectively. Estimated amortization expense for intangible assets for the next five years is as follows: December 31, Amortization Expense 2024 $ 4,563 2025 4,551 2026 4,551 2027 4,551 2028 4,551 2023 and 2022 Impairment Tests The Company completed its annual indefinite-lived intangible assets impairment test as of October 1, 2023 and October 1, 2022. Management has concluded that the fair value of these trademarks exceeded the related carrying values at both December 31, 2023 and December 31, 2022 , with no indication of impairment at either date. 57 Table of Contents 6. FAIR VALUE MEASUREMENTS The following tables show the Company's cash, cash equivalents and other marketable and held to maturity securities by significant investment category as of December 31, 2023 and 2022: December 31, 2023 Carrying value Fair value Cash and cash equivalents Other Current Assets Cash $ 57,544 $ 57,544 $ 57,544 $ - Level 1: Money market funds 31,188 31,188 31,188 - Money market funds (Rabbi Trust) 303 303 - 303 Subtotal 31,491 31,491 31,188 303 Level 2: Certificates of deposit and time deposits 3,629 3,926 639 2,990 Subtotal 3,629 3,926 639 2,990 Total $ 92,664 $ 92,961 $ 89,371 $ 3,293 December 31, 2022 Carrying value Fair value Cash and cash equivalents Other Current Assets Cash $ 70,266 $ 70,266 $ 70,266 $ - Level 1: Money market funds (Rabbi Trust) 101 101 - 101 Subtotal 101 101 - 101 Total $ 70,367 $ 70,367 $ 70,266 $ 101 As of December 31, 2023 and 2022 , our available-for-sale securities primarily consisted of investments held in a rabbi trust which are intended to fund the Company’s Supplemental Executive Retirement Plan (“SERP”) obligations. These securities are measured at fair value using quoted prices in active markets for identical assets (Level 1 ) inputs and amounted to $ 0.3 mi llion at December 31, 2023 and $ 0.1 million at December 31, 2022 . Throughout 2023 and 2022, the Company entered into a series of foreign currency forward contracts, the fair value of which was $ 0.5 million at December 31, 2023 and $ 0.4 million a t December 31, 2022 . The estimated fair value of foreign currency forward contracts is based on quotes received from the applicable counterparty, and represents the estimated amount we would receive or pay to settle the contracts, taking into consideration current exchange rates which can be validated through readily observable data from external sources (Level 2 ). The Company is a party to two interest rate swap agreements as further described in Note 13, "Derivative Instruments and Hedging Activities". The fair value of the interest rate swap agreements was $ 4.0 million and $ 5.5 m illion at December 31, 2023 and 2022 , respectively, which was based on data received from the counterparty, and represents the estimated amount we would receive or pay to settle the agreements, taking into consideration current and projected future interest rates as well as the creditworthiness of the parties, all of which can be validated through readily observable data from external sources. The fair values of our derivative financial instruments (which are measured using Level 2 fair value inputs) and their classifications in our consolidated balance sheets as of December 31, 2023 were as follows: Balance Sheet Classification December 31, 2023 December 31, 2022 Derivative assets: Foreign currency forward contracts: Designated as cash flow hedges Other current assets $ - $ 359 Not designated as hedging instruments Other current assets 486 - Interest rate swap agreements: Designated as a cash flow hedge Other assets 3,960 5,539 Total derivative assets $ 4,446 $ 5,898 Derivative liabilities: Foreign currency forward contracts: Designated as cash flow hedges Other current liabilities $ 5 $ - Total derivative liabilities $ 5 $ - The Company does not have any financial assets measured at fair value on a recurring basis categorized as Level 3, and there were no transfers in or out of Level 1, Level 2 or Level 3 during 2023 or 2022 . There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during 2023 . There were no financial assets accounted for at fair value on a nonrecurring basis as of December 31, 2023 or December 31, 2022 . The Company has other financial instruments, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, which are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. The fair value of the Company’s long-term debt is estimated using a discounted cash flow method based on interest rates that are currently available for debt issuances with similar terms and maturities. At December 31, 2023 and 2022 , the estimated fair value of total debt was $ 60 millio n and $ 95.0 million, respectively, compared to a carrying amount of $ 60 million and $ 95.0 million, respectively. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of December 31, 2023 . Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets and long-lived assets, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment upon the occurrence of a triggering event or in the case of goodwill, on at least an annual basis. Se e Note 5, "Goodwill and Other Intangible Assets," for further information about goodwill and other indefinite-lived intangible assets. 7. OTHER ASSETS At December 31, 2023 and 2022 , the Company had obligations of $ 19.5 mill ion and $ 18.2 million, respectively, associated with its SERP. As a means of informally funding these obligations, the Company has invested in life insurance policies related to certain employees and marketable securities held in a rabbi trust. At December 31, 2023 and 2022 , these assets had a combined value of $ 15.4 million and $ 14.0 million, respectively. Company-Owned Life Insurance Investments in company-owned life insurance policies ("COLI") were made with the intention of utilizing them as a long-term funding source for the Company's SERP obligations. However, the cash surrender value of the COLI does not represent a committed funding source for these obligations. Any proceeds from these policies are subject to claims from creditors. The cash surrender value of the COLI of $ 15.1 millio n and $ 13.9 million at December 31, 2023 and 2022 , respectively, is included in other assets in the accompanying consolidated balance sheets. The volatility in global equity markets in recent years has also had an effect on the cash surrender value of the COLI policies. The Company recorded income (expense) to account for the increase (decrease) in cash surrender value in the amount of $ 1.3 mil lion and ($ 2.2 ) million during the years ended December 31, 2023 and 2022 , respectively. These fluctuations are classified as other income (expense), net on the consolidated statements of operations for all periods presented. This classification is consistent with the costs associated with the long-term employee benefit obligations that the COLI is intended to fund. Other Investments At December 31, 2023 and 2022 , the Company held, in the aforementioned rabbi trust, available-for-sale investments at a cost of $ 0.3 million and $ 0.1 mi llion, respectively. Together with the COLI described above, these investments are intended to fund the Company's SERP obligations and are classified as other assets in the accompanying consolidated balance sheets. The Company monitors these investments for impairment on an ongoing basis. At December 31, 2023 and 2022 , the fair market value of these investments was $ 0.3 million and $ 0.1 million, r espectively. 58 Table of Contents 8. INVENTORIES The components of inventories are as follows: December 31, 2023 2022 Raw materials $ 63,647 $ 74,572 Work in progress 42,038 44,397 Finished goods 30,855 53,496 Inventories $ 136,540 $ 172,465 9. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consist of the following: December 31, 2023 2022 Land $ 348 $ 1,098 Buildings and improvements 15,286 21,529 Machinery and equipment 98,527 118,358 Construction in progress 1,567 4,239 115,728 145,224 Accumulated depreciation ( 79,195 ) ( 108,391 ) Property, plant and equipment, net $ 36,533 $ 36,833 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 8.6 mil lion and $ 8.9 million, respectively. At December 31, 2023 and December 31, 2022 , a total of $ 1.3 million and $ 1.5 million, respectively, of property was classified as assets held for sale on the accompanying consolidated balance sheet related to several buildings in Zhongshan, PRC. 10. INCOME TAXES The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2020 and for state examinations before 2017. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for ye ars before 2013 in Asia and generally 2015 in Europe. At December 31, 2023 and 2022 , the Company has approximately $ 19.8 million and $ 24.8 million, respectively, of liabilities for uncertain tax positions. These amounts, if recognized, would reduce the Company’s effective tax rate. As of December 31, 2023 , approximately $ 3.5 million of the Company’s liabilities for uncertain tax positions are expected to be resolved during the next twelve months by way of expiration of the related statute of limitations. A reconciliation of the beginning and ending amount of the liability for uncertain tax positions, including the portion included in income taxes payable, is as follows: Years Ended December 31, 2023 2022 Liability for uncertain tax positions - January 1 $ 24,798 $ 28,434 Additions based on tax positions related to the current year 973 1,284 Translation adjustment ( 249 ) ( 1,121 ) Settlement/expiration of statutes of limitations ( 5,699 ) ( 3,799 ) Liability for uncertain tax positions - December 31 $ 19,823 $ 24,798 59 Table of Contents The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes. During the years ended December 31, 2023 and 2022 , the Company recognized $ 0.4 mill ion and $ 0.6 million, respectively, in interest and penalties in the consolidated statements of operations. During the years ended December 31, 2023 and 2022 , the Company recognized a benefit of $ 2.3 million and $ 1.6 million, respectively, for the reversal of such interest and penalties, relating to the expiration of statues of limitations and settlement of the acquired liability for uncertain tax positions, respectively. The Company has approximately $ 2.0 m illion and $ 4.0 million accrued for the payment of interest and penalties at December 31, 2023 and 2022 , respectively, which is included in both income taxes payable and liability for uncertain tax positions in the consolidated balance sheets. The Company’s total earnings before provision for income taxes included losses from domestic operations of $ 51.5 million and $ 14.2 million for 2023 and 2022 , respectively, and earnings before provision for income taxes from foreign operations of $ 31.7 million and $ 44.8 million for 2023 and 2022 , respectivel y. The provision (benefit) for income taxes consists of the following: Years Ended December 31, 2023 2022 Current: Federal $ 11,403 $ 9,175 State 975 787 Foreign 963 1,002 13,341 10,964 Deferred: Federal ( 3,128 ) ( 4,064 ) State ( 139 ) ( 255 ) Foreign ( 605 ) ( 275 ) ( 3,872 ) ( 4,594 ) $ 9,469 $ 6,370 A reconciliation of taxes on income computed at the U.S. federal statutory rate to amounts provided is as follows: Years Ended December 31, 2023 2022 $ % $ % Tax provision computed at the federal statutory rate $ 17,493 21 % $ 12,402 21 % (Decrease) increase in taxes resulting from: Different tax rates applicable to foreign operations ( 1,697 ) ( 2 %) ( 1,677 ) ( 3 %) Reversal of liability for uncertain tax positions - net ( 4,726 ) ( 6 %) ( 2,515 ) ( 4 %) Research and experimentation and foreign tax credits ( 75 ) ( 0 %) ( 139 ) ( 0 %) State taxes, net of federal benefit ( 433 ) ( 1 %) 292 0 % SERP/COLI and restricted stock income ( 756 ) ( 1 %) 733 1 % Other, net ( 337 ) ( 0 %) ( 2,726 ) ( 5 %) Tax provision computed at the Company's effective tax rate $ 9,469 11 % $ 6,370 11 % 60 Table of Contents As of December 31, 2023 , the Company has $ 26.0 mill ion of deferred tax assets, which the Company evaluates for utilization on an annual basis. The Company has gross federal, state and foreign net operating losses (“NOL”) of $ 15.1 million whi ch amount to $ 4.0 million of d eferred tax assets. In addition, the Company has $ 0.6 million of credit carryforwards and acquired deferred tax assets of $ 0.6 mi llion. The Company believes that it is more likely than not that the benefit arising from certain NOL, credit carryforwards and acquisition assets will not be realized. In recognition of this risk, the Company has provided a valuation allowance of $ 2.0 million on these deferred tax assets. The federal and certain foreign NOLs can be carried forward indefinitely, the state and certain foreign NOLs expire at various times durin g 2027 – 2042 and the tax credit carryforwards expire at various times during 2030 - 2042. Management has no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiaries as of December 31, 2023 . Applicable income and dividend withholding taxes of $ 0.2 million have been reflected in the accompanying consolidated statements of operations for the year ended December 31, 2023 . Due to the practicality of determining the deferred taxes on outside basis differences in our investments in our foreign subsidiaries, we have not provided for deferred taxes on outside basis differences and deem ed that these basis differences will be indefinitely reinvested. Components of deferred income tax assets and liabilities are as follows: December 31, 2023 2022 Tax Effect Tax Effect Deferred tax assets: State tax credits $ 424 $ 571 Unfunded pension liability ( 255 ) ( 416 ) Reserves and accruals 4,504 4,947 Federal, state and foreign net operating loss and credit carryforwards 4,303 4,316 Depreciation 435 437 Amortization 6,004 2,968 Lease accounting 4,605 4,816 Other accruals 5,997 6,486 Total deferred tax assets 26,017 24,125 Deferred tax liabilities: Depreciation 2,331 2,227 Amortization 6,359 6,178 Lease accounting 4,659 4,889 Other accruals 562 780 Total deferred tax liabilities 13,911 14,074 Valuation allowance 2,009 4,027 Net deferred tax assets $ 10,097 $ 6,024 The Company continues to monitor proposed legislation affecting the taxation of transfers of U.S. intangible property and other potential tax law changes. 61 Table of Contents 11. DEBT The Company has a Credit and Security Agreement with KeyBank National Association (as amended, the "credit agreement" or the "CSA"). The CSA provides a $ 175 million 5 -year senior secured revolving credit facility ("revolver"), with a sublimit of up to $ 10 million available for letters of credit and a sublimit of up to $ 5 million available for swing line loans. Revolving loans borrowed under the CSA mature on September 1, 2026. At December 31, 2023 and 2022 , outstanding borrowings under the revolver amounted to $ 60 million and $ 95.0 million, respectively. The unused credit available under the credit facility was $ 115 m illion at December 31, 2023 and $ 80.0 million at December 31, 2022 . The Company incurred $ 2.9 mi llion and $ 3.4 million of interest expense during the years ended December 31, 2023 and 2022 , respectively, in connection with interest due on its outstanding borrowings under the CSA during each period, including the effects of the 2021 Swaps (as hereinafter defined) and amortization of deferred financing costs. During January 2023, the Company amended its CSA and related 2021 Swaps to transition the reference rate from LIBOR to SOFR effective January 31, 2023 . The interest rate in effect at December 31, 2023 was 2.47 %. The weighted-average interest rate in effect for the variable-rate portion of our outstanding borrowings ($ 35.0 million at December 31, 2022 ) was 5.51 % at December 31, 2022 and consisted of LIBOR plus the Company’s credit spread at December 31, 2022, as determined per the terms of the CSA. No outstanding borrowings were subject to a variable interest rate at December 31, 2023. In order to manage our interest rate exposure on the remaining borrowings, and as further described in Note 13, "Derivative Instruments and Hedging Activities" , the Company is party to the 2021 Swaps, each with an aggregate notional amount of $ 30 million, or $ 60 million in the aggregate, the effect of which is to fix the SOFR portion (or, for periods prior to January 31, 2023, the LIBOR portion) of the interest rate on a portion of our outstanding debt on our Revolver (or such portion thereof up to the aggregate $ 60 million notional amount of the 2021 Swaps). In periods prior to January 31, 2023, the 2021 Swaps required the Company to pay interest on the notional amount at the rate of 1.3055 % and 1.3180 %, respectively, in exchange for the one -month LIBOR rate. Effective January 31, 2023, in connection with the Company's transition of its reference rate from LIBOR to SOFR as further described in Recently Adopted Accounting Standards in Note 1, "Description of Business and Summary of Significant Accounting Policies" , the 2021 Swaps require the Company to pay interest on the notional amount at the rate of 1.334 % and 1.348 %, respectively, in exchange for the daily SOFR rate plus 10 basis points. The effective rate of interest for our outstanding borrowings, including the impact of the 2021 Swaps, was 2.47 % and 3.57 %, respectively, as of December 31, 2023 and December 31, 2022. 62 Table of Contents Under the terms of its credit agreement, the Company is entitled, subject to the satisfaction of certain conditions, to request additional commitments under the revolver or the addition of a term loan facility in the aggregate principal amount of up to $ 100 million for all such increases (revolver and term) to the extent that existing or new lenders agree to provide such additional commitments and/or term loans. In addition to requesting loans denominated in U.S. dollars, the credit agreement provides that up to a U.S. Dollar equivalent principal amount of $ 15 million of the revolver may be borrowed by Bel in alternate foreign currencies including Euros, Pounds Sterling, Japanese Yen and such other currency as requested by Bel and consented to by KeyBank and each lender. In connection with the credit agreement, the Company and certain of the Company’s material U.S. subsidiaries (together with the Company, the “Loan Parties”) provided to the administrative agent, for the benefit of the lenders, guaranty of payment. As a result, the obligations of the Company under the credit agreement are guaranteed by the Loan Parties’ material U.S. subsidiaries, and secured by a first priority security interest in substantially all of the existing and future personal property of the Loan Parties, certain material real property of the Loan Parties and certain of the Loan Parties’ material U.S. subsidiaries, including 65 % of the voting capital stock of certain of the Loan Parties’ direct foreign subsidiaries. 63 Table of Contents The borrowings under the credit agreement bear interest, generally payable quarterly, at a rate equal to, at the Company's option, either ( 1 ) LIBOR, plus a margin ranging from 1.125 % per annum to 2.125 % per annum depending on the Company’s leverage ratio, or ( 2 )(a) an alternate “Base Rate,” which is the highest of (i) KeyBank’s prime rate, (ii) the federal funds rate plus 0.50 % and (iii) the LIBOR rate with a maturity of one month plus 1 %, plus (b) a margin ranging from 0.125 % per annum to 1.125 % per annum, depending on the Company’s leverage ratio. Additionally, the credit agreement contains standard provisions and procedures for transition to a benchmark other than the Eurodollar Rate to determine the applicable interest rate (including reference to the secured overnight financing rate (SOFR) published by the Federal Reserve Bank of New York), with provisions applying that alternate benchmark where applicable following the replacement of LIBOR. Pursuant to the terms of the credit agreement, the Company has agreed to pay to KeyBank, as administrative agent for the ratable account of the revolving lenders in consideration for their commitments in respect of the revolver, a commitment fee due quarterly in arrears and calculated based on the average unused amount of the facility (exclusive of swing line exposure), at a rate ranging from 0.2 % per annum to 0.3 % per annum, depending on the Company’s leverage ratio. On January 12, 2023, the Company amended its credit agreement for the purpose of transitioning its reference rate related to interest from LIBOR to SOFR. Revolving loans borrowed under the credit agreement mature on September 1, 2026, and the commitments with respect to the revolver will automatically terminate on such date. The credit agreement contains customary representations and warranties, covenants and events of default. In addition, the credit agreement contains financial covenants that measure (i) the ratio of the Company’s total funded indebtedness, on a consolidated basis, less the aggregate amount of all unencumbered cash and cash equivalents, to the amount of the Company’s consolidated EBITDA (“Leverage Ratio”) and (ii) the ratio of the amount of the Company’s consolidated EBITDA to the Company’s consolidated fixed charges (“Fixed Charge Coverage Ratio”). If an event of default occurs, the lenders under the credit agreement would be entitled to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a secured creditor. At December 31, 2023 , the Company was in compliance with its debt covenants, including its most restrictive covenant, t he Fixed Charge Coverage Ratio. Scheduled principal payments of the total debt outstanding at December 31, 2023 are as follows (in thousands): 2024 $ - 2025 - 2026 60,000 2027 - 2028 - Total long-term debt 60,000 Less: Current maturities of long-term debt - Noncurrent portion of long-term debt $ 60,000 64 Table of Contents 12. ACCRUED EXPENSES Accrued expenses consist of the following: December 31, 2023 2022 Salaries, bonuses and related benefits $ 33,566 $ 27,422 Deferred revenue 3,046 8,847 Accrued restructuring costs 5,498 6,796 Sales commissions 2,347 2,521 Subcontracting labor 1,622 1,875 Warranty accrual 1,542 1,287 Other 7,036 2,125 $ 54,657 $ 50,873 The change in warranty accrual during 2023 primarily related to repair costs incurred and adjustments to pre-existing warranties. There were no new material warranty charges incurred during 2023 . Restructuring Activities : Activity and liability balances related t o restructuring costs for the year ended December 31, 2023 are as follows: Year Ended December 31, 2023 Liability at Cash Payments Liability at December 31, New and Other December 31, 2022 Charges Settlements 2023 Severance costs $ 3,390 $ 7,590 $ ( 9,429 ) $ 1,551 Disposal of equipment in connection with restructuring - 1,320 ( 1,320 ) - Other restructuring costs 3,406 1,204 ( 663 ) 3,947 Total $ 6,796 $ 10,114 $ ( 11,412 ) $ 5,498 During the third quarter of 2022, a series of initiatives were launched to streamline our operational footprint. In a project completed during the fourth quarter of 2023, two of our Magnetic Solutions manufacturing facilities in Zhongshan and Pingguo, China, were largely consolidated into a single centralized site in the Binyang county of Southwestern China (the new Bel Guangxi facility). Further, during the first half of 2023, we completed the transition out of our Tempe, Arizona and Sudbury, UK facilities (both within our Connectivity Solutions segment) into other existing Bel sites. As of December 31, 2023, our Connectivity Solutions Melbourne, Florida site was substantially complete in transitioning its manufacturing operations into our existing site in Waseca, Minnesota. The $ 10.1 million of restructuring charges incurred the year ended December 31, 2023, and the accrued restructuring costs of $ 5.5 million at December 31, 2023, are associated with these collective initiatives. 13. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Our primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk, when deemed appropriate. We enter into these contracts in the normal course of business to mitigate risks and not for speculative purposes. Foreign Currency Forward Contracts Under our risk management strategy, we periodically use foreign currency forward contracts to manage our short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. These cash flow exposures result from portions of our forecasted operating expenses, primarily compensation and related expenses, which are transacted in currencies other than the U.S. dollar, most notably the Chinese renminbi and the Mexican peso. These foreign currency forward contracts generally have maturities of no longer than twelve months, although occasionally we will execute a contract that extends beyond twelve months, depending upon the nature of the underlying risk. We held outstanding foreign currency forward contracts with notional amounts of $ 25.8 m illion and $ 25.7 million as of December 31, 2023 and 2022 , respectively. The Company's foreign currency forward contracts related to the Chinese renminbi are designated as cash flow hedges for accounting purposes and as such, changes in their fair value are recognized in accumulated other comprehensive income (loss) in the consolidated balance sheet and are reclassified into the statement of operations within cost of goods sold in the period in which the hedged transaction affects earnings. Interest Rate Swap Agreements To partially mitigate risks associated with the variable interest rates on the revolver borrowings under its credit agreement, the Company is a party to a pay-fixed, receive-variable interest rate swap agreement with each of two multinational financial institutions under which we , for periods prior to January 31, 2023, ( i) paid interest at a fixed rate of 1.3055 % and received variable interest of one -month LIBOR on a notional amount of $ 30.0 million and (ii) paid interest at a fixed rate of 1.3180 % and received variable interest of one -month LIBOR on a notional amount of $30.0 million (the “2021 Swaps”). The effective date of the 2021 Swaps was December 31, 2021, and settlements with the counterparties began on January 31, 2022 and occur on a monthly basis. The 2021 Swaps will terminate on August 31, 2026. In January 2023, and in connection with related changes to its credit agreement, the Company amended its two interest rate swap agreements to transition the related reference rates in these agreements from LIBOR to SOFR, effective January 31, 2023 . Effective January 31, 2023, the 2021 Swaps require the Company to pay interest on the notional amount at the rate of 1.334 % and 1.348 %, respectively, in exchange for the daily SOFR rate plus 10 basis points. The 2021 Swaps are designated as cash flow hedges for accounting purposes and as such, changes in their fair value are recognized in accumulated other comprehensive income (loss) in the consolidated balance sheet and are reclassified into the statement of operations within interest expense in the period in which the hedged transaction affects earnings. 65 Table of Contents Fair Values of Derivative Financial Instruments See Note 6, " Fair Value Measurements" for the gross fair values of the Company's derivative assets and liabilities as of December 31, 2023 and 2022. Derivative Financial Instruments in Cash Flow Hedging Relationships The effects of derivative financial instruments designated as cash flow hedges on AOCL and on the consolidated statements of operations for the years ended December 31, 2023 and 2022 were as follows: Years Ended December 31, 2023 2022 Net (losses) gains recognized in AOCL: Foreign currency forward contracts $ ( 1,470 ) $ ( 119 ) Interest rate swap agreements 689 5,886 $ (781 ) $ 5,767 Net (losses) gains reclassified from AOCL to the consolidated statement of operations: Foreign currency forward contracts $ ( 537 ) $ ( 805 ) Interest rate swap agreements 2,268 230 $ 1,731 $ ( 575 ) T he losses related to the foreign currency forward contracts are in cluded as a component of currency translation adjustment on the accompanying consolidated statements of comprehensive income at December 31, 2023 and 2022 . 66 Table of Contents Derivative Financial Instruments Not Designated as Hedging Instruments Gains recognized on derivative financial instruments not designated as hedging instruments in our consolidated statements of operations for the years ended December 31, 2023 and 2022 were as follows: Years Ended December 31, Classification in Consolidated Statements of Operations 2023 2022 Foreign currency forward contracts Other expense, net 150 58 $ 150 $ 58 14. SEGMENTS The Company operates in one industry with three reportable operating segments, which represent the Company's three product groups, consisting of Power Solutions and Protection, Connectivity Solutions and Magnetic Solutions. The primary criteria by which financial performance is evaluated and resources are allocated are net sales and gross profit. The following is a summary of key financial data: Year Ended December 31, 2023 Power Solutions and Protection Connectivity Solutions Magnetic Solutions Corporate/ Other Total Net sales $ 314,105 $ 210,572 $ 115,136 $ - $ 639,813 Gross Profit 119,741 72,031 25,314 ( 1,237 ) 215,849 Gross Profit % 38.1 % 34.2 % 22.0 % nm 33.7 % Total Assets 222,068 197,045 47,900 104,618 571,631 Capital Expenditures 4,563 7,384 160 19 12,126 Depreciation and Amortization Expense 5,280 6,152 1,094 786 13,312 Year Ended December 31, 2022 Power Solutions and Protection Connectivity Solutions Magnetic Solutions Corporate/ Other Total Net sales $ 288,366 $ 187,085 $ 178,782 $ - $ 654,233 Gross Profit 87,840 48,488 49,290 ( 2,165 ) 183,453 Gross Profit % 30.5 % 25.9 % 27.6 % nm 28.0 % Total Assets 234,095 170,895 107,891 47,585 560,466 Capital Expenditures 3,916 4,566 350 - 8,832 Depreciation and Amortization Expense 6,470 6,145 2,133 115 14,863 67 Table of Contents Entity-Wide Information The following is a summary of entity-wide information related to the Company's net sales to external customers by geographic area and by major product line. Years Ended December 31, 2023 2022 Net Sales by Geographic Location: United States $ 447,793 $ 409,199 People's Republic of China 43,109 77,061 Macao 35,026 61,744 United Kingdom 25,648 21,903 Slovakia 35,555 22,120 Germany 17,327 24,112 India 15,365 17,608 Switzerland 11,237 9,893 All other foreign countries 8,753 10,593 Consolidated net sales $ 639,813 $ 654,233 Net Sales by Major Product Line: Power solutions and protection $ 314,105 $ 288,366 Connectivity solutions 210,572 187,085 Magnetic solutions 115,136 178,782 Consolidated net sales $ 639,813 $ 654,233 The following is a summary of long-lived assets by geographic area as of December 31, 2023 and 2022 : December 31, 2023 2022 Long-lived Assets by Geographic Location: United States $ 34,990 $ 33,875 People's Republic of China (PRC) 23,621 28,222 Slovakia 7,468 6,738 United Kingdom 3,024 1,109 All other foreign countries 549 1,072 Consolidated long-lived assets $ 69,652 $ 71,016 Long-lived assets consist of property, plant and equipment, net and other assets of the Company that are identified with the operations of each geographic area. The territory of Hong Kong became a Special Administrative Region ("SAR") of the PRC in the middle of 1997. The territory of Macao became a SAR of the PRC at the end of 1999. Management cannot presently predict what future impact this will have on the Company, if any, or how the political climate in the PRC will affect the Company's contractual arrangements in the PRC. A significant portion of the Company's manufacturing operations and approximately 21.6 % of its identifiable assets are located in Asia. Net Sales to Major Customers The Company had no direct customers whose net sales represented in excess of ten percent of the Company's consolidated net sales in 2023 . In 2022, the Company had one direct customer with net sales of $ 83.9 million ( 12.8 % of sales). Net sales related to this significant customer were primarily reflected in the Magnetic Solutions operating segment. 68 Table of Contents 15. RETIREMENT FUND AND PROFIT SHARING PLAN The Company maintains the Bel Fuse Inc. Employees' Savings Plan, a defined contribution plan that is intended to meet the applicable requirements for tax-qualification under sections 401 (a) and (k) of the Internal Revenue Code of 1986, as amended (the "Code"). The Employees' Savings Plan allows eligible employees to voluntarily contribute a percentage of their eligible compensation, subject to Code limitations, which contributions are matched by the Company in an amount equal to 100 % of the first 1% of compensation contributed by participants, and 50 % of the next 5% of compensation contributed by participants. The Company's matching contribution is made in the form of Bel Fuse Inc. Class A common stock. Prior to January 1, 2012, the Company's matching and profit sharing contributions were made in the form of shares of Bel Fuse Inc. Class A and Class B common stock. The expense for each of the years ended December 31, 2023 and 2022 amounted to $ 1.3 mi llion. As of December 31, 2023 , the plan owned approximately 287,777 shares a nd 65,089 shares of Bel Fuse Inc. Class A and Class B common stock, respectively. The Company also maintains a Nonqualified Deferred Compensation Plan (the "DCP"). With certain exceptions, the Company's contributions to the DCP are discretionary and become fully vested by the participants upon reaching age 65 . The expense for the years ended December 31, 2023 and 2022 amounted to $ 0.2 million and $ 0.1 million, respectively. As the plan is fully funded, the assets and liabilities related to the DCP were in equal amounts o f $ 1.0 m illion at December 31, 2023 and $ 0.7 million at December 31, 2022 . These amounts are included in other assets and other liabilities, respectively, on the accompanying consolidated balance sheets as of each date. The Company's subsidiaries in Asia have a retirement fund covering substantially all of their Hong Kong based full-time employees. Eligible employees contribute up to 5 % of salary to the fund. In addition, the Company must contribute a minimum of 5 % of eligible salary, as determined by Hong Kong government regulations. The Company currently contributes 7 % of eligible salary in cash. The expense for the years ended December 31, 2023 and 2022 amounted to approximately $ 1.5 m illion and $ 1.8 million, respectively. As of December 31, 2022 , the plan owned 3,323 and 17,342 sh ares of Bel Fuse Inc. Class A and Class B common stock, respectively. During the second quarter of 2022, the Company repurchased all shares back from the Asia retirement plan and no shares were owned by the plan as of December 31, 2023 . The Company maintains a SERP, which is designed to provide a limited group of key management and other key employees of the Company with supplemental retirement and death benefits. Participants in the SERP are selected by the Compensation Committee of the Board of Directors. The SERP initially became effective in 2002 and was amended and restated in April 2007 to conform with applicable requirements of Section 409A of the Internal Revenue Code and to modify the provisions regarding benefits payable in connection with a change in control of the Company. The Plan is unfunded. Benefits under the SERP are payable from the general assets of the Company, but the Company has established a rabbi trust which includes certain life insurance policies in effect on participants as well as other investments to partially cover the Company's obligations under the Plan. See Note 7, " Other Assets ," for further information on these assets. The benefits available under the SERP vary according to when and how the participant terminates employment with the Company. If a participant retires (with the prior written consent of the Company) on his normal retirement date ( 65 years old, 20 years of service, and 5 years of Plan participation), his normal retirement benefit under the Plan would be annual payments equal to 40 % of his average base compensation (calculated using compensation from the highest five consecutive calendar years of Plan participation), payable in monthly installments for the remainder of his life. If a participant retires early from the Company ( 55 years old, 20 years of service, and five years of Plan participation), his early retirement benefit under the Plan would be an amount (i) calculated as if his early retirement date were in fact his normal retirement date, (ii) multiplied by a fraction, with the numerator being the actual years of service the participant has with the Company and the denominator being the years of service the participant would have had if he had retired at age 65, and (iii) actuarially reduced to reflect the early retirement date. If a participant dies prior to receiving 120 monthly payments under the Plan, his beneficiary would be entitled to continue receiving benefits for the shorter of (i) the time necessary to complete 120 monthly payments or (ii) 60 months. If a participant dies while employed by the Company, his beneficiary would receive, as a survivor benefit, an annual amount equal to (i) 100 % of the participant's annual base salary at date of death for one year, and (ii) 50 % of the participant's annual base salary at date of death for each of the following four years, each payable in monthly installments. The Plan also provides for disability benefits, and a forfeiture of benefits if a participant terminates employment for reasons other than those contemplated under the Plan. The expense related to the Plan for the years ended December 31, 2023 and 2022 amounted to $ 1.3 million an d $ 1.5 million, respectively. Net Periodic Benefit Cost The net periodic benefit cost related to the SERP consisted of the following components during the years ended December 31, 2023 and 2022 : Years Ended December 31, 2023 2022 Service Cost $ 369 $ 503 Interest Cost 886 636 Net amortization 71 312 Net periodic benefit cost $ 1,326 $ 1,451 The service cost component of net benefit cost is presented within cost of sales or selling, general and administrative expense on the accompanying consolidated statements of operations, in accordance with where compensation cost for the related associate is reported. All other components of net benefit cost, including interest cost and net amortization noted above, are presented within other income/expense, net in the accompanying consolidated statements of operations. 69 Table of Contents Obligations and Funded Status Summarized information related to the SERP about the changes in plan assets and benefit obligation, the funded status and the amounts recorded at December 31, 2023 and 2022 are as follows: Years Ended December 31, 2023 2022 Fair value of plan assets, January 1 $ - $ - Company contributions 775 606 Benefits paid ( 775 ) ( 606 ) Fair value of plan assets, December 31 $ - $ - Benefit obligation, January 1 $ 18,175 $ 23,580 Service cost 370 503 Interest cost 886 636 Benefits paid ( 775 ) ( 606 ) Actuarial loss (gain) 828 ( 5,938 ) Benefit obligation, December 31 $ 19,484 $ 18,175 Underfunded status, December 31 $ ( 19,484 ) $ ( 18,175 ) The Company has recorded the 2023 and 2022 underfunded status as a long-term liability on the consolidated balance sheets. The accumulated benefit obligation for the SERP was $ 18.1 mi llion as of December 31, 2023 and $ 17.0 million as of December 31, 2022 . The aforementioned company-owned life insurance policies and marketable securities held in a rabbi trust had a combined value of $ 15.4 million and $ 14.0 million at December 31, 2023 and 2022 , respectively. See Note 7, " Other Assets, " for additional information on these investment s. The estimated net loss and prior service cost for the SERP that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $0.1 million. T he Company expects to make contributions of $ 0.8 million to the SERP in 2024. The Company had no net transition assets or obligations recognized as an adjustment to other comprehensive income and does not anticipate any plan assets being returned to the Company during 2024 , as the plan has no assets. 70 Table of Contents The following benefit payments, which reflect expected future service, are expected to be paid: Years Ending December 31, 2024 $ 972 2025 1,015 2026 1,033 2027 1,150 2028 1,321 2029 - 2033 7,218 The following gross amounts are recognized net of tax in accumulated other comprehensive loss: December 31, 2023 2022 Prior service cost $ 212 $ 334 Net loss ( 1,336 ) ( 2,216 ) $ ( 1,124 ) $ ( 1,882 ) Actuarial Assumptions The weighted average assumptions used in determining the periodic net cost and benefit obligation information related to the SERP are as follows: Years Ended December 31, 2023 2022 Net periodic benefit cost: Discount rate 5.00 % 2.75 % Rate of compensation increase 2.50 % 2.50 % Benefit obligation: Discount rate 4.75 % 5.00 % Rate of compensation increase 2.50 % 2.50 % 71 Table of Contents 16. SHARE-BASED COMPENSATION The Company has an equity compensation program (the "Program") which provides for the granting of "Incentive Stock Options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options and restricted stock awards. The Company believes that such awards better align the interests of its employees with those of its shareholders. The 2020 Equity Compensation Plan provides for the issuance of 1.0 million shares of the Company's Class B common stock. At December 31, 2023 , 517,000 shares remained available for future issuance under the 2020 Equity Compensation Plan. The Company records compensation expense in its consolidated statements of operations related to employee stock-based options and awards. The aggregate pretax compensation cost recognized for stock-based compensation amounted to approximately $ 3.5 million and $ 2.4 million for 2023 and 2022 , respectively, and related solely to restricted stock awards. The Company did not use any cash to settle any equity instruments granted under share-based arrangements dur ing 2023 and 2022 . At December 31, 2023 and 2022 , the only instruments issued and outstanding under the Program related to restricted stock awards. Restricted Stock Awards The Company provides common stock awards to certain officers, directors and key employees. The Company grants these awards, at its discretion, from the shares available under the Program. Unless otherwise provided at the date of grant or unless subsequently accelerated, the shares awarded are typically earned in 25 % increments on the second, third, fourth and fifth anniversaries of the award and are distributed provided the employee has remained employed by the Company through such anniversary dates; otherwise the unearned shares are forfeited. The market value of these shares at the date of award is recorded as compensation expense on the straight-line method over the applicable vesting period from the respective award dates utilizing an estimated annual forfeiture rate of 5 %. During 2023 and 2022 , the Company issued 10,000 shares and 322,500 shares of the Company's Class B common stock, respectively, under a restricted stock plan to various officers, directors and employees. A summary of the restricted stock activity under the Program for the year ended December 31, 2023 is presented below: Weighted Average Restricted Stock Weighted Average Remaining Awards Shares Award Price Contractual Term (In Years) Outstanding at January 1, 2023 636,500 $ 26.31 4.4 Granted 10,000 49.19 Vested ( 119,250 ) 17.96 Forfeited ( 30,500 ) 21.30 Outstanding at December 31, 2023 496,750 $ 29.09 3.7 As of December 31, 2023 , there was $ 9.8 mil lion of total pretax unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the restricted stock award plan. That cost is expected to be recognized over a period of 4.4 y ears. This expense is recorded in cost of sales, R&D and SG&A expense based upon the employment classification of the award recipients. The Company's policy in 2023 was to issue new shares to satisfy restricted stock awards. Currently the Company believes that the majority of its restricted stock awards will vest. 17. COMMON STOCK As of December 31, 2023 , according to regulatory filings, there was one shareholder of the Company's common stock (other than shareholders subject to specific exceptions) with ownership in excess of 10% of Class A outstanding shares with no ownership of the Company's Class B common stock. In accordance with the Company's Restated Certificate of Incorporation, as amended, the Class B Protection clause is triggered if a shareholder owns 10% or more of the outstanding Class A common stock and does not own an equal or greater percentage of all then outstanding shares of both Class A and Class B common stock (all of which common stock must have been acquired after the date of the 1998 recapitalization). In such a circumstance, such shareholder must, within 90 days of the trigger date, purchase Class B common shares, in an amount and at a price determined in accordance with a formula described in the Company's Restated Certificate of Incorporation, as amended, or forfeit its right to vote its Class A common shares. As of December 31, 2023 , to the Company's knowledge, this shareholder had not purchased any Class B shares to comply with these requirements. In order to vote its shares at Bel's next shareholders' meeting, this shareholder must either purchase the required number of Class B common shares or sell or otherwise transfer Class A common shares until its Class A holdings are under 10%. As of December 31, 2023 , to the Company's knowledge, this shareholder owne d 16.7 % o f the Company's Class A common stock in the aggregate and had not taken steps to either purchase the required number of Class B common shares or sell or otherwise transfer Class A common shares until its Class A holdings fall below 10%. Unless and until this situation is satisfied in a manner permitted by the Company's Restated Certificate of Incorporatio n, as amended, the s ubject shareholder will not be permitted to vote its shares of common stock. Throughout 2023 and 2022 , the Company declared cash dividends on a quarterly basis at a rate of $ 0.06 per Class A (voting) share of common stock and $ 0.07 per Class B (non-voting) share of common stock. The Company declared and paid cash dividends totaling $ 3.5 million in 2023 and $ 3.4 million in 2022 . There are no contractual restrictions on the Company's ability to pay dividends, provided that the Company is not in default under its credit agreement immediately before such payment and after giving effect to such payment. 72 Table of Contents 18. LEASES The Company has operating leases for its facilities used for manufacturing, research and development, sales and administration. There are also operating and finance leases related to manufacturing equipment, office equipment and vehicles. These leases have remaining lease terms ranging from 1 year to 8 years. Certain of the leases contain options to extend the term of the lease and certain of the leases contain options to terminate the lease within a specified period of time. These options to extend or terminate a lease are included in the lease term only when it is reasonably likely that the Company will elect that option. The Company is not a party to any material sublease arrangements. The components of lease expense, which are included in cost of sales, research and development costs, and selling, general and administrative expense, based on the underlying use of the ROU asset, were as follows: Years Ended December 31, 2023 2022 Amortization of ROU assets - finance leases $ 491 $ 448 Interest on lease liabilities - finance leases 121 137 Operating lease cost (cost resulting from lease payments) 8,127 8,426 Short-term lease cost 207 201 Variable lease cost (cost excluded from lease payments) 397 410 Total lease cost $ 9,343 $ 9,622 Supplemental cash flow information related to leases is as follows: Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,090 $ 8,970 Operating cash flows from finance leases 121 137 Finance cash flows from finance leases 527 423 Right-of-use assets obtained in exchange for lease obligations: Operating leases 5,999 8,052 Finance leases 199 207 73 Table of Contents Supplemental balance sheet information related to leases was as follows: 2023 2022 Operating Leases: Operating lease right-of-use assets $ 20,481 $ 21,551 Operating lease liability, current 6,350 5,870 Operating lease liability, long-term 14,212 15,742 Total operating lease liabilities $ 20,562 $ 21,612 Finance Leases: Property, plant and equipment, gross $ 3,484 $ 3,096 Accumulated depreciation ( 1,613 ) ( 1,089 ) Property, plant and equipment, net $ 1,871 $ 2,007 Other current liabilities $ 485 $ 446 Other long-term liabilities 1,539 1,608 Total finance lease liabilities $ 2,024 $ 2,054 2023 2022 Weighted-Average Remaining Lease Term: Operating leases (in years) 4.3 5.1 Finance leases (in years) 4.3 4.9 Weighted-Average Discount Rate: Operating leases 6.0 % 6.0 % Finance leases 6.0 % 6.1 % Our discount rate is based on our incremental borrowing rate, as adjusted based on the geographic regions in which our lease assets are located. 74 Table of Contents Maturities of lease liabilities were as follows as of December 31, 2023 : Year Ending Operating Finance December 31, Leases Leases 2024 $ 6,658 $ 705 2025 5,954 439 2026 4,381 411 2027 2,342 324 2028 1,240 263 Thereafter 1,976 4 Total undiscounted cash flows 22,551 2,146 Less imputed interest ( 1,989 ) ( 234 ) Present value of lease liabilities $ 20,562 $ 1,912 19. COMMITMENTS AND CONTINGENCIES Other Commitments The Company submits purchase orders for raw materials to various vendors throughout the year for current production requirements, as well as forecasted requirements. Certain of these purchase orders relate to special purpose material and, as such, the Company may incur penalties if an order is cancelled. The Company had outstanding purchase orders related to raw materials in the amount of $ 57.7 million and $ 113.4 million at December 31, 2023 and December 31, 2022 , respectively. The Company also had outstanding purchase orders related to capital expenditures in the amount of $ 5.8 m illion and $ 7.8 million at December 31, 2023 and December 31, 2022 , respectively. Legal Proceedings The Company is party to a number of legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material adverse effect on the Company's consolidated results of operations or consolidated financial position. On June 23, 2021, a patent infringement lawsuit styled Bel Power Solutions, Inc. v. Monolithic Power Systems, Inc. , Case Number 6:21cv00655, was filed in the United States District Court for the Western District of Texas (Waco Division) by Bel Power Solutions, Inc. against Monolithic Power Systems, Inc. ("MPS") for infringement of various patents directed towards systems, methods and articles of manufacture that provide a substantial improvement in power control for circuits, including novel and unique point-of-load regulators. On July 27, 2023, the Western District of Texas court filed an Order granting MPS’s motion for summary judgment of non-infringement. The Court’s memorandum and opinion is forthcoming. The Company is evaluating its options for appeal. In connection with the Company's 2014 acquisition of the Power-One Power Solutions business ("Power Solutions") of ABB Ltd., there is an ongoing claim by the Arezzo Revenue Agency in Italy concerning certain tax matters related to what was then Power-One Asia Pacific Electronics Shenzhen Co. Ltd. (now Bel Power Solutions Asia Pacific Electronics Shenzhen Co. Ltd, or “BPS China”) for the years 2004 to 2006. In September 2012, the Tax Court of Arezzo ruled in favor of BPS China and cancelled the claim. In February 2013, the Arezzo Revenue Agency filed an appeal of the Tax Court’s ruling. The hearing of the appeal was held on October 2, 2014. On October 13, 2014, BPS China was informed of the Regional Tax Commission of Florence ruling which was in favor of the Arezzo Revenue Agency and against BPS China. An appeal was filed on July 18, 2015 before the Regional Tax Commission of Florence and rejected. On December 5, 2016, the Arezzo Revenue Agency filed an appeal with the Supreme Court and BPS China filed a counter-appeal on January 4, 2017. The Supreme Court has yet to render its judgment. The estimated liability related to this matter is approximately $ 12.0 million and has been included as a liability for uncertain tax positions on the accompanying consolidated balance sheets at December 31, 2023 and 2022. As Bel is fully indemnified in this matter per the terms of the stock purchase agreement with ABB, a corresponding other asset for indemnification is also included in other assets on the accompanying consolidated balance sheets at December 31, 2023 and 2022. In connection with the Company's 2021 acquisition of EOS Power ("EOS"), there is an ongoing claim asserted with respect to EOS by the Principal Commissioner of Customs (Preventive), Mumbai related to customs duties and imposed fines and penalties dating back to 1994. The original demand was in the amount of approximately $ 1.4 million, of which EOS has paid $ 0.5 million. EOS filed an Appeal in 2016 which is pending with the Customs, Excise and Service Tax Appellate Tribunal in Mumbai related to the $ 0.9 million balance of the original demand net of EOS' payment. As part of the EOS acquisition agreement entered into in March 2021, the Company is indemnified for this matter for a period of 7 years from the acquisition date. The Company is unable to determine at this time what amount, if any, may ultimately be due in connection with this claim. As such, no estimate was accrued as of December 31, 2023. 75 Table of Contents The Company is not a party to any other legal proceeding, the adverse outcome of which is likely to have a material adverse effect on the Company's consolidated financial condition or consolidated results of operations. 20. ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss as of December 31, 2023 and 2022 are summarized below: December 31, 2023 2022 Foreign currency translation adjustment, net of taxes of ($ 276 ) at December 31, 2023 and ($ 369 ) at December 31, 2022 $ ( 16,423 ) $ ( 23,107 ) Unrealized holding gains on interest rate swap cash flow hedge, net of taxes of $ 0 at December 31, 2023 and $ 0 at December 31, 2022 3,960 5,539 Unrealized holding gains on marketable securities, net of taxes of ($ 7 ) at December 31, 2023 and ($ 7 ) at December 31, 2022 19 18 Unfunded SERP liability, net of taxes of $ 718 at December 31, 2023 and $ 879 at December 31, 2022 407 1,004 Accumulated other comprehensive loss $ ( 12,037 ) $ ( 16,546 ) Changes in accumulated other comprehensive (loss) income by component during the years ended December 31, 2023 and 2022 are as follows. All amounts are net of tax. Foreign Currency Translation Adjustment Unrealized Gains (Losses) on Interest Rate Swap Cash Flow Hedge Unrealized Holding Gains (Losses) on Marketable Securities Unfunded SERP Liability Total Balance at January 1, 2022 $ (14,911 ) $ ( 116 ) $ 29 $ (3,865 ) $ (18,863 ) Other comprehensive income (loss) before reclassifications ( 7,391 ) 5,655 (11 ) 5,119 3,372 Amounts reclassified from accumulated other comprehensive income (loss) ( 805 ) - - ( 250 ) (a) ( 1,055 ) Net current period other comprehensive income (loss) ( 8,196 ) 5,655 (11 ) 4,869 2,317 Balance at December 31, 2022 (23,107 ) 5,539 18 1,004 (16,546 ) Other comprehensive income (loss) before reclassifications 7,221 ( 1,579 ) 1 ( 542 ) 5,101 Amounts reclassified from accumulated other comprehensive income (loss) ( 537 ) - - ( 55 ) (a) ( 592 ) Net current period other comprehensive income (loss) 6,684 ( 1,579 ) 1 ( 597 ) 4,509 Balance at December 31, 2023 $ (16,423 ) $ 3,960 $ 19 $ 407 $ (12,037 ) (a) This reclassification relates to the amortization of prior service costs and gains/losses associated with the Company's SERP plan. This expense is reflected in other expense, net on the accompanying consolidated statement of operations. 21. SUBSEQUENT EVENTS Share Repurchase Program Authorization In February 2024, Bel's Board of Directors authorized the repurchase of up to $ 25.0 million in shares of the Company’s outstanding Class A common stock and Class B common stock (the "Repurchase Program"). The aggregate $ 25.0 million available for repurchases under the Repurchase Program has been suballocated for purchases of Class A shares and Class B shares in portions of $ 4.0 million and $ 21.0 million, respectively, prorated to take into account the number of outstanding shares of each respective class. Shares of common stock may be repurchased pursuant to the Repurchase Program in open market, privately negotiated or block transactions or otherwise from time to time, depending upon market conditions and other factors, and in accordance with applicable law and regulations of the Securities and Exchange Commission, including Rule 10b - 18 of the Securities Exchange Act of 1934, as amended. The exact number of shares to be repurchased by the Company, if any, is not guaranteed. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice. The Company initiated its Share Repurchase program on March 1, 2024 and began making repurchases of both Class A and Class B common stock in the open market on that date. Property Held for Sale In January 2024, the Company began actively marketing its property located in Glen Rock, Pennsylvania. The net book value of this property was $ 0.8 million as of December 31, 2023. 76 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.