What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-28 compared with 2024-03-11 · 64 added, 73 removed, 216 unchanged (39% of the section changed)

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designs, manufactures and markets a broad array of products that power, protect and connect electronic circuits.

These products are primarily used in the networking, telecommunications, computing, general industrial, high-speed data transmission, military, commercial aerospace, transportation and eMobility industries.

These products are primarily used in the defense, commercial aerospace, networking, telecommunications, computing, general industrial, high-speed data transmission, transportation and eMobility industries.

Bel's portfolio of products also finds application in the automotive, medical, broadcasting and consumer electronics markets.

Bel's product groups include Power Solutions and Protection (front-end, board-mount, industrial and transportation power products, module products and circuit protection), Connectivity Solutions (expanded beam fiber optic, copper-based, RF and RJ connectors and cable assemblies), and Magnetic Solutions (integrated connector modules, power transformers, power inductors and discrete components).

With 75 years in operation, Bel has reliably demonstrated the ability to participate in a variety of product areas across a global platform.

With more than 75 years in operation, Bel has reliably demonstrated the ability to participate in a variety of product areas across a global platform.

The Company has a strong track record of technical innovation working with the engineering teams of market leaders.

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Bel's principal executive offices are located at 300 Executive Drive, Suite 300, West Orange, New Jersey 07052, and Bel's telephone number is (201) 432-0463.

The Company operates facilities in North America, Europe and Asia and trades on the NASDAQ Global Select Market (ticker symbols BELFA and BELFB).

For information regarding Bel's operating segments, see Note 14, "Segments" , of the notes to our consolidated financial statements.

The Company operates facilities in North America, Europe and the Middle East (referred to as the "EMEA" region throughout), and Asia and trades on the NASDAQ Global Select Market (ticker symbols BELFA and BELFB).

For information regarding Bel's operating segments, s ee Note 14, "Segments" , of the notes to our consolidated financial statements.

Hereinafter, all references to "Note" will refer to the notes to our consolidated financial statements included in Part II, Item 8.

"Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

On February 3, 2025, the Company announced that Bel's current President and Chief Executive Officer, Daniel Bernstein, would be stepping down from his executive officer positions effective immediately following the Company's 2025 Annual Meeting of Shareholders, currently scheduled to be held on May 27, 2025 (the "2025 Annual Meeting").

Subject to Mr.

Bernstein's reelection at the 2025 Annual Meeting, Bel's Board of Directors (the "Board") has approved Mr.

Bernstein's appointment as Non-Executive Chairman of the Board, effective on the date of the 2025 Annual Meeting.

Also on February 3, 2025, the Board appointed Farouq Tuweiq as the successor President and Chief Executive Officer of the Company, effective immediately following the 2025 Annual Meeting.

The Board additionally approved the expansion of the Board to ten directors and the appointment of Mr.

Tuweiq as a director on the Board, effective as of the date of the 2025 Annual Meeting.

Tuweiq is expected to be nominated by the Board for election as a director for a full three-year term at the 2025 Annual Meeting.

Acquisitions have played a critical role in the growth of Bel and the expansion of both our product portfolio and our customer base and continue to be an important element in our growth strategy.

We frequently evaluate possible acquisition candidates that would expand our product and technology offerings to our customers and/or optimize our overall cost structure.

The Company may, from time to time, purchase equity positions in companies that are potential merger candidates.

On November 14, 2024, the Company closed on the acquisition of its majority 80% stake in Enercon Technologies, Ltd.

(“Enercon”) pursuant to the terms of the Share Purchase Agreement, dated as of September 19, 2024 (the “Purchase Agreement”), by and among the Company, Enercon, and FF3 Holdings, L.P., for itself and as Sellers’ Representative (“FF3”), and each of the other seller parties signatory thereto (collectively with FF3, the “Sellers”).

Enercon is a leading supplier of highly customized power conversion and networking solutions to aerospace and defense markets globally, providing robust and reliable solutions across air, land and sea applications.

Enercon is based in Netanya, Israel with additional facilities in New Hampshire, U.S.

and Haryana, India.

The Enercon business is part of Bel’s Power Solutions and Protection group.

At the closing, Bel paid an aggregate of approximately $325.6 million in cash in respect of the cash purchase price (after giving effect to estimated adjustments taken at closing including for Enercon’s cash, indebtedness, net working capital and unpaid transaction costs, and subject to further adjustment post-closing).

Bel funded the closing of the transaction through cash on hand of approximately $85.6 million and with approximately $240 million provided through incremental borrowings under the Company’s revolving credit facility.

Pursuant to the transaction documents, Bel may acquire the remaining 20% stake in Enercon and has the current intention to so purchase such remaining interest by early 2027 in accordance with the terms and subject to the conditions of a shareholders’ agreement, which was also entered into on November 14, 2024.

The preceding statement regarding Bel’s intention to purchase the remaining interest in Enercon represents a Forward-Looking Statement.

See "Cautionary Notice Regarding Forward-Looking Information." See Note 3, “ Acquisition and Divestiture ” for further details about the Enercon acquisition.

On February 1, 2023, Bel closed on an €8.0 million (a pproximately $8.8 million as of the February 2023 closing) no ncontrolling (one-third) investment in innolectric AG ("innolectric"), a Germany-based business in the field of on-board charging for eMobility applications.

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.

With no product overlap, this relationship expanded the Bel eMobility Power portfolio, and further enhanced Bel's competitive position in this emerging field.

The innolectric investment is p art of Bel's Power Solutions and Protection group.

On March 31, 2021, the Company completed the acquisition of EOS Power ("EOS") through a stock purchase agreement for $7.8 million, net of cash acquired, including a working capital adjustment.

EOS, located in Mumbai, India, had sales of $15.4 million and $17.6 million (pro forma) for the years ended December 31, 2023 and 2022 , respectively.

EOS enhances Bel's position related to certain industrial and medical markets historically served by EOS, with a strong line of high-power density and low-profile products with high convection ratings.

EOS, located in Mumbai, India, enhanced Bel's position related to certain industrial and medical markets historically served by EOS, with a strong line of high-power density and low-profile products with high convection ratings.

In addition to new products and customers acquired, this acquisition diversified Bel's manufacturing footprint in Asia.

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This acquisition complemented Bel's existing military and aerospace product portfolio and enabled us to expand key customer relationships within these end markets and leverage the combined manufacturing resources to improve our operational efficiency.

Originally based in Coon Rapids, Minnesota, the rms Connectors business was relocated into Bel's existing facilities during the second quarter of 2021, and is part of Bel's Connectivity Solutions group.

On December 3, 2019, we completed the acquisition of the majority of the power supply products business of CUI Inc.

(the "CUI power business") through an asset purchase agreement with CUI Global Inc.

for $29.2 million (after a working capital adjustment), plus the assumption of certain liabilities.

The CUI power business designs and markets a broad portfolio of AC/DC and DC/DC power supplies and board level components.

The CUI power business is headquartered in Tualatin, Oregon and contributed sales of $50.8 million for 2023, $64.5 million for 2022, $55.8 million for 2021 and $43.1 million for 2020.

The acquisition of the CUI power business enhanced Bel's existing offering of power products, allowing us to better address more of our customers' power needs.

It also introduced an alternative business model to Bel's, one which carries a higher gross margin profile and lower manufacturing risk.

CUI is part of Bel's Power Solutions and Protection group.

Originally based in Coon Rapids, Minnesota, the rms Connectors business was relocated into Bel's existing facilities during 2021 and is part of Bel's Connectivity Solutions group.

The Company primarily generates revenue through the sale of its products.

Bel offers a broad array of product offerings, which are grouped as follows:

Power Solutions & Protection (49% o f net sales in 2023), Connectivity Solutions (33% of net sales in 2023) and Magnetic Solutions (18% of net sales in 2023).

While there are key customers and end markets within each of the three product groups, there were no direct customers who accounted for more than 10% of our consolidated net sales in 2023.

Our diverse product mix and customer base minimizes our dependence on any one customer or end market.

Power Solutions & Protection (46% of net sales in 2024), Connectivity Solutions (41% of net sales in 2024) and Magnetic Solutions (13% of net sales in 2024).

While there are key customers and end markets within each of the three product grou ps, there were no direct customers who accounted for more than 10% of our consolidated net sales in 2024.

Our dive rse product mix and customer base minimizes our dependence on any one customer or end market.

Power Solutions and Protection

Bel's power conversion products include internal and external AC/DC power supplies, DC/DC converters and DC/AC inverters.

These products provide power conversion solutions for a number of industrial, networking and consumer applications.

Bel circuit protection products include board level fuses (miniature, micro and surface mount), and Polymeric PTC (Positive Temperature Coefficient) devices, designed for the global electronic and telecommunication markets.

Bel circuit protection products include a board offering of surface mount and through-hole level fuses as well as Polymeric PTC (Positive Temperature Coefficient) devices.

The Power and Protection products are primarily used in Aerospace, Defense, Servers, Storage, Networking, Transportation, Harsh Environment, Consumer, Medical and Industrial markets.

Brands Sold Under

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Bel Power Solutions & Protection, Melcher TM , CUI, EOS

Military, Aerospace and Defense Products

Customized Power and Networking solutions designed to meet harsh environment standards.

Military, Aerospace and Defense applications including air, ground, sea, space and soldier.

Enercon, MilPower

External Power Products

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Harsh-environment, high-reliability, flight-grade optical connectivity for high-speed communications.

Military/aerospace, oil and gas well monitoring and exploration, broadcast, communications, RADAR.

Military/aerospace, space, oil and gas well monitoring and exploration, broadcast, communications, RADAR.

Stratos ® , Fibreco ®

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Connectors and cable assemblies designed to provide connectivity within radio frequency (RF) applications.

Military/aerospace, test and measurement, IoT, 5G high-frequency and wireless communications.

Military/aerospace, space, test and measurement, internet-of-things (IoT), 5G high-frequency and wireless communications.

Johnson, Trompeter, Midwest Microwave TM , Semflex ®

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Applications including routers, hubs, switches, peripheral device connectivity and patch panels;

and emerging internet-of-things (IoT) applications.

and emerging IoT applications.

Stewart Connector

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Independent sales representatives and authorized distributors are overseen by the Company's sales management personnel located throughout the world.

As of December 31, 2023, we had a sales and support staff o f approximately 200 people t hat supported a network of sales representative organizations and non-exclusive distributors.

As of December 31, 2024, we had a sales and support staff o f approximately 240 people that supported a network of sales representative organizations and non-exclusive distributors.

We have written agreements with all our sales representative organizations and most of our major distributors.

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Product orders, or bookings, received during 2024 amounted to $416.8 million, a 7% decrease from 2023.

By product group, orders received for our Power Solutions and Protection products amounted to $184.0 million in 2023, a 55% decrease from 2022.

This decrease w as partially due to a $17.7 million reduction in orders related to expedite fees.

Orders received for our C onnectivity Solutions products were $210.9 million in 2023, 5% lower than in 2022, as a result of decreased demand from our distribution partners largely offset by a rebound in demand from our direct and aftermarket commercial aerospace and military customers.

By product group, orders received for our Power Solutions and Protection products amounted to $139.7 million in 2024, a 24% decrease from 2023, largely due, we believe, to our networking and distribution customers working through their existing levels of inventory on hand.

Orders received for our Connectivity Solutions products were $212.1 million in 2024, 1% lower than in 2023, as a result of decreased demand from our distribution partners largely offset by a rebound in demand from our direct and aftermarket commercial aerospace and military customers.

Bookings for our Magnetic Solutions products decreased by 24% from 2023 to $65.0 million in 202 4, largely due to reduced demand from our networking customers.

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Cancellation and return arrangements are either negotiated by us on a transactional basis or contractually determined.

We estimate the value of the backlog of orders as of February 29, 2024 to be approximately $362.5 million as compared with a backlog of $526.9 million as of February 28, 2023.

Management estimates that approximately 80%-85% of the Company's backlog as of February 29, 2024 will be shipped by December 31, 2024.

The current level of backlog is still viewed by management as being elevated compared to historical levels (i.e.

pre-COVID, the Company's backlog level was $160 million as of December 31, 2019).

We estimate the value of the backlog of orders as of January 31, 2025 to be approximately $388.1 million as compared with a backlo g of $358.3 million as of January 31, 2024.

The backlog of orders at January 31, 2025 includes $132.5 million from Enercon (acquired in November 2024).

Ma nagement estimates that approximately 80%-85% of the Company's backlog a s of January 31, 2025 will be shipped by December 31, 2025.

Factors that could cause the Company to fail to ship all such orders by year-end include unanticipated supply difficulties, changes in customer demand and new customer designs.

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This collaborative approach enables partnerships with customers for technical development efforts.

The global capabilities and collaborative approach allows Bel to develop leading edge technological products that support highly complex and evolving markets such as eMobility, cloud computing, military, aerospace, and others.

The global capabilities and collaborative approach allows Bel to develop leading edge technological products that support highly complex and evolving markets such as defense, commercial aerospace, eMobility, cloud computing, and others.

On occasion, we execute non-disclosure agreements with customers to help develop proprietary, next generation products intended for rapid deployment.

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Actual experience could differ materially from this belief as a result of a number of factors, including the time required to locate an alternative supplier, and the nature of the demand for our products.

In the past, we have experienced shortages in certain raw materials, such as capacitors, ferrites and integrated circuits ("IC's"), when these materials were in great demand.

Sharp increases in metal commodity prices, particularly Copper (Cu) and Gold (Au) over the past few years continue to impact cost structures and supplier pricing.

Even though we may have more than one supplier for certain materials, it is possible that these materials may not be available to us in sufficient quantities or at the times desired by us.

In the event that the current economic conditions have a negative impact on the financial condition of our suppliers, this may impact the availability and cost of our raw materials.

In the event that economic conditions have a negative impact on the financial condition of our suppliers, this may impact the availability and cost of our raw materials.

Intellectual Property

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Government Regulations

The Company is subject to various government regulations in the United States as well as various jurisdictions where it operates.

The Company is subject to various government regulations in the United State s as well as various jurisdictions where it operates.

These regulations cover several diverse areas including trade compliance, anti-bribery, anti-corruption, money laundering, and data and privacy protection.

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Our associates are a critical driver of Bel’s global business results.

On December 31, 2023, Bel employed approximatel y 5,260 associates, almost all of which are full-time, across 6 countries, with 33.0% located within North America.

Outside of the United States, our largest employee populations were located within the PRC, Mexico, Slovakia, the Dominican Republic, India and the United Kingdom.

On December 31, 2024, Bel employed approximatel y 5,370 associat es, almost all of which are full-time, acros s 15 co untries, with 31.0% located within North America.

Outside of the United States, our largest employee populations were located within the PRC, Mexico, Slovakia, the Dominican Republic, Israel, India and the United Kingdom.

We regularly monitor various key performance indicators around the key human capital priorities of attracting, retaining, and engaging our global talent.

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While we maintain targets for year-over-year reduction of the total recordable incident rate and serious injuries, our goal is always zero.

In 2023, we maintained our focus on the safety and well-being of our associates around the world in light of COVID and the variants of COVID that have followed.

Our management team closely monitors the situation at each of our facilities;

protective measures, where possible and as applicable under governing regulations, remain in place throughout our facilities.

See "Overview - Key Factors Affecting our Business - Potential Future Impacts of COVID" in Item 7 of this Annual Report on Form 10-K for a discussion of current and potential future impacts of COVID upon our business.

In an increasingly competitive global marketplace, Bel succeeds when we attract and retain the best talent that is reflective of the diversity of the communities in which we work and live.

We are committed to increasing the diversity of our workforce by participating in networking and community events and actively recruiting and hiring veterans, women, minorities, and individuals with disabilities.

In an increasingly competitive global marketplace, Bel succeeds when we attract and retain the best talent in the communities in which we operate, without regard to race, sex, religion, national origin, disability status, veteran status, or any other protected category.

We support this commitment by participating in networking and community events and actively recruiting a broad group of qualified candidates.

As a global leader in delivering reliable solutions, Bel has signed a Statement of Support Program declaration to show support for National Guard and Reserve member associates coordinated by the Department of Defense's Employer Support of the Guard and Reserve (ESGR) program.

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We create a positive work environment where associates can make a difference.

As a company that has been in business for 75 years, Bel understands the importance of trust, integrity and accountability of all levels of the organization.

As a company that has been in business for over 75 years, Bel understands the importance of trust, integrity and accountability of all levels of the organization.

Our policies, practices and priorities are continually reviewed to align with the best interests of our associates, shareholders and other stakeholders.

Environmental, Social and Governance (“ESG”)

Environmental, Social and Governance (“ESG”) Matters

Bel is committed to creating a better tomorrow by understanding how our actions impact the world around us.

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As an organization that thrives on learning and continuous improvement, Bel welcomes and embraces change.

The below sections outline some recent developments at Bel as we work to drive continuous improvements in these areas.

Global Director of ESG

In November 2022 Bel appointed a Global Director of ESG.

This new dedicated role has allowed the Company to embark on a series of initiatives aimed at improving Bel’s commitment to its ESG program.

ESG Committee

The first internal (operations-level) ESG Committee was formed in early December of 2022.

The purpose of the ESG Committee is to support the Company’s ongoing commitment to ESG matters including environmental stewardship, health and safety, corporate social responsibility, corporate governance, sustainability, and other related issues of significance to the Company.

The ESG Committee aims to:

Define ESG priorities, objectives and strategy with the goal of further integrating sustainability into the Company’s strategy and operations, subject to the oversight and overall direction of the Nominating and ESG Committee of our Board of Directors (as described below);

Oversee and coordinate the implementation of the Company’s ESG initiatives at the operational level;

Assist the Nominating and ESG Committee of our Board of Directors in fulfilling its oversight responsibilities with respect to the Company’s ESG efforts;

Monitor and assess developments relating to and improving the Company’s understanding of ESG matters.

The members of the ESG Committee include senior executives and associates from various regions and business segments while taking into account each person’s expertise in relevant disciplines, such as environmental, health and safety, operations, marketing, legal, investor relations, corporate governance, finance, and human resources.

Board-Level Oversight of ESG Matters

In October 2022, Bel’s Board of Directors approved an expanded role for its Nominating Committee, broadening the purposes and functions of such committee to include oversight and monitoring of ESG matters, and re-designating the committee as the “Nominating and ESG Committee” in recognition of these new responsibilities.

In accordance with the amended charter of the Nominating and ESG Committee, a copy of which can be found at https://ir.belfuse.com/corporate-governance, certain oversight functions were added including:

To oversee the Company’s corporate governance initiatives and periodically consider, and report to the Board on, such initiatives and applicable policies, including development and periodic review of corporate governance guidelines for the Company;

To assist the Board in overseeing and monitoring the Company’s environmental, social and corporate governance policies, activities, practices and initiatives, including matters relating to sustainability, environmental stewardship, corporate social responsibility including ethical business practices, corporate culture and health and safety programs, and other public issues of significance which affect investors and other key stakeholders including such other matters that may be referred to the Committee by the Board from time to time.

Over the last few years, we have worked to drive continuous improvements in these areas.

Oversight of Bel’s compliance with government-mandated ESG disclosures and reporting requirements and other internal initiatives starts at the Board level, through its Nominating and ESG Committee.

Bel also has an internal ESG Committee whose purpose is to support the Company’s ongoing commitment to ESG matters including environmental stewardship, health and safety, corporate social responsibility, corporate governance, sustainability, and other related issues of significance to the Company.

Bel’s internal ESG Committee provides updates to either the Nominating and ESG Committee or to the full Board on a quarterly basis.

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The social program is also in alignment with our Core Value of Community Engagement and directly reflects the ambitions of our ESG initiative to support the global communities within which we operate.

In 2023, the program resulted in contributions to 52 local charities across 14 countries.

In addition, there was a matching program for the organizations selected and associates who donated.

As a company that has been in business for 75 years, Bel understands the importance of trust, integrity and accountability at all levels of the organization.

In 2024, the program resulted in contributions of $168,975 to 48 local charities across 13 countries.

There was a matching program for the organizations selected and associates who donated.

In addition, associates volunteered 6,007 hours to support their local communities, an increase from the 3,181 volunteer hours in 2023.

As a company that has been in business for more than 75 years, Bel understands the importance of trust, integrity and accountability at all levels of the organization.

Recent additions to our Board and executive management team have brought greater diversity and new perspectives to Bel.

We intend that our policies, practices and priorities will be periodically and continually reviewed as appropriate to better align with the best interests of our shareholders, associates and other stakeholders.

In addition to the establishment of Board-level ESG oversight pursuant to the Nominating and ESG Committee’s expanded role and the creation of Bel’s internal ESG Committee as discussed above, in February 2023, the Board adopted Bel’s Corporate Governance Guidelines which are available at https://ir.belfuse.com/corporate-governance.

These guidelines, which are designed to enhance the Company’s corporate governance, will serve as a framework within which the Board will conduct its business, subject to applicable laws, regulations, listing requirements, and the Company’s organizational documents and Board committee charters.

Bel is committed to a better tomorrow.

With a solid foundation and oversight functions having been established, we expect ESG to be an ongoing journey of continuous improvement.

We intend that our policies, practices an d priorities will be periodically and continually reviewed as appropriate to better align with the best interests of our shareholders, associates and other stakeholders.

In addition to the Board-level ESG oversight, the Company adheres to Bel’s Corporate Governance Guidelines which are available at https://ir.belfuse.com/corporate-governance.

These guidelines, which are designed to enhance the Company’s corporate governance, serve as a framework within which the Board will conduct its business, subject to applicable laws, regulations, listing requirements, and the Company’s organizational documents and Board committee charters.

The foregoing discussion of ESG matters contains Forward-Looking Statements.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business