What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-03-11 · 659 added, 194 removed, 1040 unchanged (45% of the section changed)

7 unchanged sentences

Consolidated Balance Sheets - December 31, 2024 and 2023

Consolidated Statements of Operations for the Two Years Ended December 31, 2023

Consolidated Statements of Comprehensive Income for the Two Years Ended December 31, 2023

Consolidated Statements of Stockholders' Equity for the Two Years Ended December 31, 2023

Consolidated Statements of Cash Flows for the Two Years Ended December 31, 2023

Consolidated Statements of Operations for the Three Years Ended December 31, 2024

Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2024

Consolidated Statements of Stockholders' Equity and Redeemable Noncontrolling Interest for the Three Years Ended December 31, 2024

Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2024

Notes to Consolidated Financial Statements

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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.

(a New Jersey corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and redeemable noncontrolling interest, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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 February 28, 2025, 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.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated 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.

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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.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of Enercon Technologies, Ltd.

- Valuation of Noncontrolling Interest, Trade Names and Customer Relationships

As described further in Note 3 to the consolidated financial statements, on November 14, 2024, the Company closed on its acquisition of its majority 80% stake in Enercon Technologies, Ltd (“Enercon”) for a total purchase price of $324 million, net of cash acquired.

The Company has recorded, on a preliminary basis, the assets acquired and liabilities assumed based on their estimated fair values, including noncontrolling interest (“NCI”), trade names and customer relationships of $72.3 million, $21.9 million and $130.3 million, respectively.

We identified the valuation of acquired Enercon trade names, customer relationships and noncontrolling interests as a critical audit matter.

The principal considerations for our determination that the valuation of acquired Enercon trade names, customer relationships and noncontrolling interests is a critical audit matter are (i) the significant judgments by management when determining assumptions used in the fair value measurement of the NCI and these acquired intangible assets (ii) the high degree of auditor judgment and subjectivity in performing procedures and evaluating management’s significant assumptions relating to the projected financial information including the revenue growth rate and weighted average cost of capital (“WACC”) and (iii) the audit effort involved the use of professionals with specialized skills and knowledge.

Our audit procedures related to the valuation of acquired Enercon trade names, customer relationships and noncontrolling interests includes the following, among others:

We tested the design and operating effectiveness of the controls over the Company’s acquisition and valuation process, including those over management’s forecasts of future revenues and the WACC.

We tested the projected financial information including the forecasted revenue growth rate by assessing the reasonableness of management’s forecasts compared to historical results and forecasted industry trends.

With the assistance of professionals with specialized skills and knowledge, we assessed the assumptions and methodologies used in developing the WACC by developing a range of independent estimates and comparing those to the rates selected by management.

/s/ GRANT THORNTON LLP

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Iselin, New Jersey

March 11, 2024

February 28, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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.

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, 2024, and our report dated February 28, 2025 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.

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We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Enercon Technologies, Ltd.

(“Enercon”), a majority owned subsidiary, whose financial statements reflect total assets and net sales constituting 15.9 and 3.9 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As indicated in Management’s Report, Enercon was acquired during 2024.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Enercon.

Definition and limitations of internal control over financial reporting

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Iselin, New Jersey

March 11, 2024

February 28, 2025

BEL FUSE INC.

7 unchanged sentences

Treasury securities

Accounts receivable, net of allowance of $ 1,388 and $ 1,552 , at December 31, 2023 and 2022, respectively

Accounts receivable, net of credit losses of $ 1,336 and $ 1,388 , at December 31, 2024 and 2023, respectively

111,376 84,129

1 unchanged sentence

Unbilled receivables

12,793 18,244

Assets held for sale

Other current assets

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34,639 33,119

LIABILITIES AND STOCKHOLDERS' EQUITY

$ 949,789 $ 571,631

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

Current liabilities:

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Deferred income taxes

Related-party note payable

Other long-term liabilities

2 unchanged sentences

Commitments and contingencies (see Note 19)

Redeemable noncontrolling interest

Stockholders' equity:

1 unchanged sentence

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)

2,115,263 shares and 2,141,589 shares outstanding at December 31, 2024 and December 31, 2023, respectively (net of 1,072,769 restricted treasury shares)

Class B common stock, par value $ .10 per share, 30,000,000 shares authorized;

10,425,175 shares and 10,620,260 shares outstanding at December 31, 2024 and December 31, 2023, respectively (net of 3,218,307 restricted treasury shares)

Treasury stock (unrestricted, consisting of 3,323 Class A shares and 17,342 Class B shares)

( 454 ) ( 349 )

Treasury stock (unrestricted;

none outstanding at December 31, 2024, consisted of 3,323 Class A shares and 17,342 Class B shares at December 31, 2023)

Additional paid-in capital

6 unchanged sentences

360,576 340,558

Total liabilities and stockholders' equity

Total liabilities, redeemable noncontrolling interest and stockholders' equity

$ 949,789 $ 571,631

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(in thousands, except per share data)

Years Ended December 31,

Year Ended December 31,

Cost of sales

1 unchanged sentence

Selling, general and administrative expenses

Impairment of CUI tradename

Restructuring charges

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Interest expense

Other income/expense, net

Interest income

Other expense, net

Earnings before provision for income taxes

1 unchanged sentence

Net earnings available to common shareholders

Net earnings attributable to noncontrolling interest

Redemption value adjustment attributable to noncontrolling interest

Net earnings attributable to Bel Fuse shareholders

Net earnings per common share:

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(dollars in thousands)

Years Ended December 31,

Year Ended December 31,

$ 49,192 $ 73,831 $ 52,689

2 unchanged sentences

( 5,543 ) 6,684 ( 8,196 )

Unrealized (losses) gains on interest rate swap cash flow hedge, net of taxes of $ 0 in both periods

Unrealized (losses) gains on interest rate swap cash flow hedge, net of taxes of $ 0 in all periods

( 1,231 ) ( 1,579 ) 5,655

Unrealized holding gains (losses) on marketable securities arising during the period, net of taxes of $ 0 in both periods

Unrealized holding gains (losses) on marketable securities arising during the period, net of taxes of $ 0 in all periods

Change in unfunded SERP liability, net of taxes of ($ 465 ), ($ 161 ) and ($ 1,381 )

1,582 ( 597 ) 4,869

Other comprehensive income

Other comprehensive (loss) income

( 5,190 ) 4,509 2,317

Comprehensive income

$ 44,002 $ 78,340 $ 55,006

Comprehensive income attributable to noncontrolling interest

$ 484 $ - $ -

Comprehensive income attributable to Bel shareholders

$ 43,518 $ 78,340 $ 55,006

See accompanying notes to consolidated financial statements.

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(dollars in thousands)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

(in thousands, except per share data)

Comprehensive

(Loss) Income

Total stockholders' equity

Noncontrolling

Balance at December 31, 2021

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- ( 8,196 ) - - - - - - ( 8,196 ) -

Unrealized gains on interest rate swap cash flow hedge, net of taxes of $ 0

Unrealized gains on interest rate swap cashflow hedge, net of taxes of $ 0

- 5,655 - - - - - - 5,655 -

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- 6,684 - - - - - - 6,684 -

Unrealized losses on interest rate swap cashflow 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

307,510 ( 12,037 ) 214 2,142 1,065 10,620 ( 454 ) 44,260 340,558 -

Acquisition resulting in redeemable noncontrolling interests ("NCI")

- - - - - - - - - 72,354

Redemption value adjustment on redeemable NCI

40,960 - - - - - - - 40,960 484

Dividends declared:

Class A Common Stock, $ 0.24 /share

( 508 ) - - - - - - - ( 508 ) -

Class B Common Stock, $ 0.28 /share

( 2,931 ) - - - - - - - ( 2,931 ) -

Issuance of restricted common stock

- - - - 6 58 - ( 6 ) - -

Forfeiture of restricted common stock

- - - - ( 1 ) ( 17 ) - 1 - -

Purchase of common stock

- - ( 2 ) ( 27 ) ( 24 ) ( 236 ) ( 16,053 ) 26 ( 16,053 ) -

Cancellation of treasury shares

- - - - - - 16,507 ( 16,507 ) -

Foreign currency translation adjustment, net of taxes of $ 36

- ( 5,543 ) - - - - - - ( 5,543 ) -

Unrealized losses on interest rate swap cash flow hedge, net of taxes of $ 0

15 unchanged sentences

Cash flows from operating activities:

$ 49,192 $ 73,831 $ 52,689

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

16,457 13,312 14,863

Stock-based compensation

3,740 3,486 2,382

Amortization of deferred financing costs

Deferred income taxes

( 6,267 ) ( 3,872 ) ( 4,594 )

Unrealized losses (gains) on foreign currency revaluation

1,456 1,356 ( 278 )

Gains on sale/disposal of property, plant and equipment

- ( 2,117 ) ( 1,596 )

Gain on sale of Czech Republic business

2,345 ( 1,037 ) 1,195

Changes in operating assets and liabilities:

Accounts receivable

( 6,817 ) 22,500 ( 20,702 )

Unbilled receivables

7,800 5,451 10,031

15,121 33,613 ( 36,592 )

Other current assets

( 2,357 ) ( 217 ) ( 1,210 )

5,972 2,971 7,000

Accounts payable

139 ( 22,745 ) 1,522

Accrued expenses

( 7,068 ) 5,356 10,933

Accrued restructuring costs

215 ( 1,228 ) 6,784

Other liabilities

( 5,006 ) ( 16,388 ) ( 4,162 )

Income taxes payable

( 1,009 ) ( 4,976 ) 1,958

Net cash provided by operating activities

74,064 108,349 40,257

Cash flows from investing activities:

Purchase of property, plant and equipment

Purchases of held to maturity and marketable securities

( 14,108 ) ( 12,126 ) ( 8,832 )

Purchases of held to maturity U.S.

Treasury securities

( 131,309 ) ( 59,992 ) -

Proceeds from held to maturity securities

167,907 19,918 -

Payment for equity method investment

- ( 10,282 ) -

Investment in related party notes receivable

( 785 ) ( 2,152 ) -

Proceeds from disposal/sale of property, plant and equipment

883 6,036 1,833

Acquisition of business, net of cash acquired

( 320,481 ) - -

Proceeds from sale of business

Net cash used in investing activities

( 297,893 ) ( 53,535 ) ( 6,999 )

BEL FUSE INC.

2 unchanged sentences

(dollars in thousands)

Years Ended December 31,

Year Ended December 31,

Cash flows from financing activities:

1 unchanged sentence

Purchase of treasury stock

Borrowings under revolving credit line

Repayments under revolving credit line

Net cash used in financing activities

Deferred financing costs

Borrowings under revolving line of credit

Repayments under revolving line of credit

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash

Net increase in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents - beginning of year

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Interest payments

Redeemable noncontrolling interest assumed in exchange for acquired net assets

ROU assets obtained in exchange for lease obligations

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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.

These products are used around the world, primarily 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.

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Principles of Consolidation - The consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries.

In accordance with the guidance under ASC Topic 810 "Consolidations" , while the Company only owns an 80 % interest in Enercon, the accompanying consolidated financial statements include 100% of Enercon's financial activity since the effective date of the acquisition.

The redeemable noncontrolling interest is reported in the mezzanine (temporary equity) section of the accompanying consolidated balance sheet at December 31, 2024.

All intercompany transactions and balances have been eliminated in consolidation.

Reclassifications - Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the current year presentation.

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.

On an ongoing 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.

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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

The table below shows the amortized costs, associated gross unrealized gains and associated fair value of the held to maturity securities at December 31, 2024 and 2023:

December 31, 2024

December 31, 2023

Held to maturity U.S.

Treasury securities

Amortized Cost

$ 950 $ 37,548

Gross Unrealized Gain

$ 977 $ 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.

Treasury securities, the Company utilized Level 1 inputs of the market price for comparable securities as of December 31, 2024 and on 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.

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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.

In connection with foreign currency denominated transactions, including multi-currency intercompany payable an d receivable transactions and loans, the Company incurred net realized and unrealized currency exchange (losses) gains of ($ 1.9 ) million, ($ 1.4 ) million and $ 0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively, 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.

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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 17 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.

Total identifiable intangible assets comprise 24.4 % and 8.6 % at December 31, 2024 and 2023 , 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.

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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.

At December 31, 2024 and 2023, respectively, a total of $ 2.1 million and $ 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 People’s Republic of China ("PRC") and in 2024, Glen Rock, Pennsylvania, which are being exited in connection with our recent restructuring initiatives related to facility consolidation efforts.

These assets have been evaluated for impairment and it was determined that no impairment existed as of December 31, 2024.

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.

For indefinite-lived intangible assets, such as goodwill, trademarks and tradenames, 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.

During the year ended December 31, 2024, the Company recorded a $ 0.4 million impairment charge related to its CUI tradename in connection with a significant change in market conditions due to trade restrictions placed on one of CUI's large suppliers in the PRC by the U.S.

In addition, in all cases of an impairment review we re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate.

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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.

Redeemable Noncontrolling Interests - The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities and equity, of the consolidated balance sheets, to the extent that such noncontrolling interests have redemption features, such as a put/call option (which did not qualify for bifurcation), that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company.

Due to its redeemable features that are outside the control of the Company, the redeemable noncontrolling interest is and will continue to be reported in the mezzanine section in the consolidated balance sheets for as long as the put option is exercisable by the option holder.

The carrying amount of the redeemable noncontrolling interest, initially valued at fair value as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption value or (ii) carrying value of the noncontrolling interest, adjusted each reporting period for income or loss attributable to the noncontrolling interest and any distributions made to date.

This subsequent valuation method is in accordance with policy elections made by the Company in its accounting for the redeemable noncontrolling interest.

The redemption value is calculated based on a pre-determined multiple of trailing twelve -months EBITDA (as defined in the Purchase Agreement as further described in Note 3, "Acquisition and Divestiture" .

Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized as an adjustment to net earnings attributable to noncontrolling interest on the consolidated statement of operations.

Net i ncome attributable to redeemable noncontrolling interests is classified below net income.

Earnings per share is determined after the impact of the redeemable noncontrolling interest's share in net earnings of the Company.

Refer to Note 3, "Acquisition and Divestiture" , herein for further details related to the redeemable noncontrolling interest.

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.

3 unchanged sentences

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 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 loss ("AOCL") until such time the hedged item affects earnings.

The counterparties to our derivative financial instruments consist of several major international financial institutions.

12 unchanged sentences

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.

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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.

There were no potential common shares outstanding during the years ended December 31, 2024, 2023 or 2022 which would have had a dilutive effect on earnings per share.

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,

Net earnings attributable to Bel shareholders

$ 40,960 $ 73,831 $ 52,689

Less dividends declared:

2,931 2,997 2,922

Undistributed earnings

15 unchanged sentences

2,124 2,142 2,143

Net earnings per share:

10,491 10,634 10,394

Net earnings per share attributable to Bel shareholders:

$ 3.10 $ 5.52 $ 4.01

$ 3.28 $ 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.

4 unchanged sentences

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.

R&D expenses for the years ended December 31, 2024, 2023 and 2022 amounted to $ 23.6 million, $ 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.

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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 ):

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (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.

In the fourth quarter of 2024, the Company adopted this guidance and applied the amendments retrospectively to all prior periods presented in the accompanying financial statements.

This adoption only impacted our disclosures and did not have any impact to our results of operations, cash flows and financial condition.

See Note 14, "Segments" , for applicable reportable segment disclosures required by this guidance.

In March 2020, the FASB issued 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.

ASU 2020 - 04 provides temporary optional guidance on contract modifications and hedge 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.

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Accounting Standards Issued But Not Yet Adopted

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ):

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 ):

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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.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

Such information should allow investors to better understand an entity's performance, assess future cash flows, and compare performance over time and with other entities.

The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

INVESTMENT IN INNOLECTRIC

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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.

Results from this investment have been included in Bel's Power Solution and Protection segment within other expense, net and amounted to losses of $ 0.6 million and $ 0.8 million during the years ended December 31, 2024 and 2023, respectively.

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.

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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).

At December 31, 2024 and 2023, the Company had related party loans to innolectric in the aggregate amount of €2.8 million (approximately $ 2.9 million at the December 31, 2024 exchange rate), and €2.0 million (approximately $ 2.1 million at the December 31, 2023 exchange rate), respectively.

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.

DIVESTITURE OF SUBSIDIARY

These balances are shown as a related-party note receivable on the accompanying consolidated balance sheets at December 31, 2024 and 2023.

ACQUISITION AND DIVESTITURE

Acquisition of Enercon

On November 14, 2024, the Company closed on its 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.

Under the terms of the Purchase Agreement, on the November 14, 2024 closing date (and deemed effective solely for accounting purposes as of November 1, 2024), B el acquired from the Sellers 80 % of the issued and outstanding share capital of Enercon on a fully-diluted basis for (i) a cash purchase price of $ 320 million (subject to customary adjustments), plus (ii) up to $ 10 million in potential earnout payments for the 2025 - 2026 period (the “Earnout Payments”), as further described below (the “Transaction” or the "acquisition").

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.

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, as amended in connection with the Transaction.

The potential Earnout Payments may become payable of up to $ 5 million for each of the fiscal 2025 and fiscal 2026 earnout periods (each, an “Earnout Period”), subject to Enercon’s achievement of certain specified EBITDA targets for each respective Earnout Period, as calculated and determined in accordance with the Purchase Agreement.

In the event that (i) the target for the respective Earnout Period has been achieved, the full $ 5 million Earnout Payment for the Earnout Period shall be payable, or (ii) achievement for the respective Earnout Period is at least 90% of the target level but less than 100% of the target level, then the amount payable in respect of the Earnout Payment for such Earnout Period shall be $ 2.5 million.

In the event that achievement for the respective Earnout Period is less than 90% of the target level, no Earnout Payment shall be due for such period.

During the year ended December 31, 2024, the Company incurred $ 12.9 million of acquisition-related costs associated with the Transaction primarily for investment banker fees, legal fees, audit-related fees and other consulting costs.

These costs are included in selling, general and administrative expenses on the consolidated statements of operations.

Fair Value Estimate of Assets Acquired and Liabilities Assumed

With respect to the acquisition of Enercon, we are continuing our review of our fair value estimate of assets acquired and liabilities assumed during the measurement period, which will conclude as soon as we receive the information we are seeking about facts and circumstances that existed as of the acquisition date, or learn that more information is not available.

This measurement period will not exceed one year from the acquisition date.

At the effective date of the acquisition, the assets acquired and liabilities assumed are generally required to be measured at fair value.

Our fair value estimate of assets acquired and liabilities assumed is pending completion of several elements, including the finalization of an independent appraisal and valuations of fair value of the assets acquired and liabilities assumed and final review by our management.

The primary areas that are not yet finalized relate to the tangible assets acquired and liabilities assumed, the valuation of property and equipment, the valuation of intangible assets acquired, operating leases, contingent liabilities and income taxes.

Accordingly, there could be material adjustments to our consolidated financial statements, including changes to our depreciation and amortization expense related to the valuation of property and equipment and intangible assets acquired and their respective useful lives among other adjustments.

The Company expects to finalize these valuations and complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date.

The following table depicts the Company’s current preliminary estimates of the acquisition date fair values of the consideration paid, identifiable net assets acquired and goodwill:

Acquisition Date

(as adjusted)

Accounts receivable

Other current assets

Property, plant and equipment

Intangible assets

Total identifiable assets

Accounts payable

Accrued expenses

Other current liabilities

Noncurrent liabilities

Total liabilities assumed

Net identifiable assets acquired

Net assets acquired

Fair value of contingent consideration

Fair value of noncontrolling interest

Fair value of seller note

Fair value of consideration transferred

Deferred consideration

Total consideration paid

The inventories noted include an estimated step-up in fair value of $ 2.4 million.

The property, plant and equipment noted above includes a $ 3.7 million step-up based on estimated acquisition-date fair value.

The preliminary fair value of identifiable intangible assets related to Enercon is shown in the table below.

For those intangible assets with finite lives, the acquisition-date fair values will be amortized over their respective estimated future lives utilizing the straight-line method.

Acquisition Date

Weighted Average

Amortization Period

$ 21,900 Indefinite

Customer relationships

130,300 17 years

37,500 15 years

Total intangible assets acquired

Deferred taxes have been established on the previously-mentioned step-ups for inventories, property, plant and equipment and intangible assets.

The goodwill is identifiable to the Power Solutions and Protection reportable segment and is attributable to expected synergies from combining operations, as well as intangible assets that do not qualify for separate recognition.

The amount of goodwill is provisional as of the filing date, as the fair value determination of inventories acquired, and appraisals related to property, plant and equipment, various intangible assets and certain liabilities such as lease liabilities is still under review.

All goodwill will be deductible for tax purposes over a period of 15 years.

In connection with its acquisition of Enercon, the Company recorded a redeemable noncontrolling interest which was initially recorded at a fair value of $ 72.4 million as of the acquisition date utilizing the Monte Carlo simulation.

Inputs to this valuation approach included the projected EBITDA (as defined in the Purchase Agreement) for fiscal year 2026, a market price risk adjustment for the EBITDA of 8.4 %, an EBITDA volatility measure of 51 % and a forward rate of 4.08 %.

In connection with its acquisition of Enercon, the Company assumed a related party loan payable to FF3 in the amount of $ 4.9 million.

The results of operations of Enercon have been included in the Company’s consolidated financial statements for the period from November 1, 2024 through December 31, 2024.

The activity between the accounting effective date of November 1, 2024 and the legal close date of November 14, 2024 was not material to Bel's financial statements.

During the year ended December 31, 2024, Enercon contributed revenue of $ 20.8 million and net earnings of approximately $ 1.0 million to the Company’s consolidated financial results.

The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the results of Enercon for the periods presented as if the Transaction had occurred on January 1, 2023, along with certain pro forma adjustments.

These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon estimated fair value of assets acquired, interest expense and amortization of deferred financing costs related to the financing of the acquisition, and related tax effects.

The 2023 unaudited pro forma net earnings were adjusted to include an estimated non-recurring expense related to a fair value adjustment to acquisition-date inventory of $ 2.4 million ($ 1.8 million after tax) during the year ended December 31, 2023.

The pro forma results do not reflect the realization of any potential cost savings, or any related integration costs.

Certain cost savings may result from these acquisitions;

however, there can be no assurance that these cost savings will be achieved.

The pro forma results also exclude the impact of any change in the redemption value of the noncontrolling interest.

The unaudited pro forma results are presented for illustrative purposes only and are not necessarily indicative of the results that would have actually been obtained if the acquisitions had occurred on the assumed dates, nor is the pro forma data intended to be a projection of results that may be obtained in the future:

$ 632,130 $ 735,522

56,154 56,448

Net earnings attributable to non-controlling interest

Net earnings attributable to Bel Fuse

52,023 55,272

Earnings per Class A common share - basic and diluted

Earnings per Class B common share - basic and diluted

During 2024, the acquisition of Enercon resulted in a noncontrolling interest holder who is entitled to a put option, giving the Sellers the ability to put their redeemable interest in the shares of the acquiree to the Company.

Specifically, if exercised by the noncontrolling interest holder, the Company would be required to purchase the remaining 20 % of the Seller's redeemable interest, at a redemption price during specified time period(s) stipulated in the Enercon acquisition agreement.

Upon acquisition, the redeemable noncontrolling interest was initially valued at a fair value of $ 72.4 million.

The redeemable noncontrolling interest recorded on the accompanying consolidated balance sheet at December 31, 2024 will remain in temporary equity until the applicable put-call option is either fully exercised or expires.

At December 31, 2024, the redeemable noncontrolling interest was adjusted to reflect its redemption value of $ 80.6 million.

The redemption value of the redeemable noncontrolling interest is generally calculated using Level 3 unobservable inputs based on a multiple of earnings.

A rollforward of the redeemable noncontrolling interest for the year ended December 31, 2024 is included in the accompanying consolidated statements of stockholders' equity and redeemable noncontrolling interest.

Sale of Czech Republic Business

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.

The divestiture 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.

The carrying amounts of the major classes of assets and liabilities included as part of the sale were as follows:

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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.

Applications range from board-mount power to system-level architectures for servers, storage, networking, industrial, transportation, commercial aerospace and defense applications.

In our Connectivity Solutions product group, we provide connectors and cable assemblies to the aerospace, military/defense, commercial, rugged harsh environment and communication markets.

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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.

The Company also provides incremental services to our customers in the form of training, highly-customized product development services, 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.

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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.

Incremental services included in the contracts, such as training, highly-customized product development services, 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.

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North America

$ 161,496 $ 172,477 $ 28,187 $ 362,160

57,010 42,581 4,700 104,291

27,045 5,312 35,984 68,341

$ 245,551 $ 220,370 $ 68,871 $ 534,792

By Sales Channel:

Direct to customer

$ 170,357 $ 138,377 $ 49,047 $ 357,781

Through distribution

75,194 81,993 19,824 177,011

$ 245,551 $ 220,370 $ 68,871 $ 534,792

Year Ended December 31, 2023

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North America

$ 233,016 $ 172,518 $ 42,259 $ 447,793

57,567 32,689 8,263 98,519

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

and Protection

By Geographic Region:

North America

$ 217,381 $ 141,585 $ 50,234 $ 409,200

42,121 35,596 10,903 88,620

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

Contract Assets and Contract Liabilities :

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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:

The balances of the Company's contract assets and contract liabilities at 2024, 2023, and 2022 are as follows:

Contract assets - current (unbilled receivables)

$ 4,994 $ 12,793 $ 18,244

Contract liabilities - current (deferred revenue)

$ 6,120 $ 3,046 $ 8,847

Accounts receivable, net

$ 111,376 $ 84,129 $ 107,274

The change in balance of our unbilled receivables from December 31, 2023 to December 31, 2024 primarily relates to a timing difference between the Company's performance (i.e.

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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:

December 31, 2023

A tabular presentation of the activity within the deferred revenue account for the year ended December 31, 2024 and December 31, 2023 are presented below:

Years Ended December 31,

Balance, January 1

$ 3,046 $ 8,847

New advance payments received

Recognized as revenue during period

( 14,469 ) ( 9,930 )

Currency translation

Balance, December 31

$ 6,120 $ 3,046

Transaction Price Allocated to Future Obligations :

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• 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.

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, the 2024 acquisition of Enercon, 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 :

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$ 26,642 $ 18,623 $ 8,019 $ -

Goodwill allocation related to acquisition

$ 182,905 $ 182,905 $ - $ -

Foreign currency translation

( 1,511 ) ( 1,441 ) ( 70 ) -

Balance at December 31, 2024:

Goodwill, gross

$ 208,036 $ 200,087 $ 7,949 $ -

Goodwill, net

$ 208,036 $ 200,087 $ 7,949 $ -

The addition of $ 182.9 million of goodwill during the year ended December 31, 2024 related to the Company's acquisition of Enercon, as further discussed in Note 3, " Acquisition and Divestiture ".

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.

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2024 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:

On October 1, 2024, the Comp any completed a quantitative assessment of our annual goodwill impairment test for our three existing reporting units.

We concluded that the fair value of the Company's Power Solutions and Protection (excluding CUI), Connectivity Solutions, and CUI reporting units exceeded the carrying value and that there was no indication of impairment.

The excess of estimated fair values over carrying value, including goodwill for each of our reporting units that had goodwill as of the 2024 annual impairment test were as follows:

Reporting Unit

% by Which Estimated Fair Value Exceeds Carrying Value

Connectivity Europe

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.

Power Solutions and Protection (excluding CUI)

Connectivity Solutions

2023 Annual Impairment Test

Prior to October 1, 2023, the Company's reporting units were Power Europe, Connectivity Europe, CUI and EOS.

On October 1, 2023, the Company completed a quantitative assessment of our annual goodwill impairment test for each of the four existing reporting units at that time.

We concluded that the fair value of the Company's Connectivity Europe, Power Europe, CUI and EOS reporting units exceeded the carrying value and that there was no indication of impairment.

Effective October 1, 2023, in connection with a then-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.

As noted above, the fair value determined in connection with the goodwill impairment test completed in the fourth quarter of 202 4 exceeded the carrying value for each reporting unit.

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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.

At December 31, 2024 , the Company's indefinite-lived intangible assets related to the trademarks acquired in the Enercon, CUI, Power Solutions, Connectivity Solutions, Cinch and Fibreco acquisitions.

The components of definite and indefinite-lived intangible assets are as follows:

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186,683 36,953 149,730 56,711 32,099 24,612

Non-compete agreements

38,337 158 38,179 17,148 159 16,989

Trademarks (indefinite-lived)

$ 281,648 $ 49,700 $ 231,948 $ 93,035 $ 43,644 $ 49,391

$ 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.

The increases in gross carrying amounts noted above as of December 31, 2024 related intangibles acquired in connection with the Enercon transaction, as further detailed in Note 3, " Acquisition and Divestiture ".

Amortization expense was $ 6.5 million, $ 4.7 m illion and $ 6.0 million during each of 2024 , 2023 and 2022 respectively.

Estimated amortization expense for intangible assets for the next five years is as follows:

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The Company completed its annual indefinite-lived intangible assets impairment test as of October 1, 2024 and October 1, 2023.

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.

During the October 1, 2024 testing date, it was concluded that an impairment existed related to the Company's CUI tradename given recent trade restrictions with one of its large suppliers in the PRC.

In connection with the trade restriction, and the resulting loss of sales to our customers, the Company recorded a $ 0.4 million impairment charge related to the CUI tradename within the Company's Power Solutions and Protection segment during the year ended December 31, 2024.

No indication of impairment was evident at the October 1, 2023 test date for the Company's indefinite-lived intangible assets.

Management has concluded that the fair value of these trademarks exceeded the related carrying values at December 31, 2024 and December 31, 2023 , with no indication of impairment at either date.

FAIR VALUE MEASUREMENTS

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Money market funds

31,188 31,188 31,188 -

Money market funds (Rabbi Trust)

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$ 57,544 $ 57,544 $ 57,544 $ -

Money market funds

31,188 31,188 31,188 -

Money market funds (Rabbi Trust)

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31,491 31,491 31,188 303

Certificates of deposit and time deposits

3,629 3,926 639 2,990

$ 92,664 $ 92,961 $ 89,371 $ 3,293

As of December 31, 2024 and 2023 , 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 $ 0.6 mi llion at December 31, 2024 and $ 0.3 million at December 31, 2023 .

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 .

Throughout 2024 and 2023, the Company entered into a series of foreign currency forward contracts, the fair value of which was ($ 1.0 ) mill ion at December 31, 2024 and $ 0.5 million a t December 31, 2023 .

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 ).

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The fair value of the interest rate swap agreements was $ 2.7 million and $ 4.0 m illion at December 31, 2024 and 2023 , 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

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Other current assets

Not designated as hedging instruments

Non designated as hedging instruments

Other current assets

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Other current liabilities

Not designated as hedging instruments

Other current liabilities

Total derivative liabilities

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 .

In connection with the acquisition of Enercon as further described in Note 3, "Acquisition and Divestiture" , the Sellers are eligible to receive an earnout payment based on the achievement of certain financial metrics in 2025 and 2026.

As this contingent consideration will be settled in cash by Bel if the related metrics are achieved, this contingent consideration has been classified as a liability on the accompanying balance sheet at December 31, 2024.

The earnout liabilities were initially recorded at a fair value of $ 3.3 million at the acquisition date, with subsequent remeasurement to fair value at December 31, 2024 calculated using Level 3 unobservable inputs.

At December 31, 2024, inputs to the valuation approach for the contingent earnout liabilities include the Company's forecasted Enercon EBITDA (as defined under the terms of the Purchase Agreement) for each of 2025 and 2026, an estimated EBITDA volatility measure of 52.1 %, an expected term of 2 years and a discount rate on the earnout payments of 6.66 %.

The fair value of the earnout liabilities as of December 31, 2024 and 2023 were as follows:

Balance Sheet Classification

December 31, 2024

December 31, 2023

Contingent Liabilities:

Earnout payment liability - 2025

Other current liabilities

Earnout payment liability - 2026

Other long-term liabilities

Aside from the earnout liability described above, the Company does not have any other 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 2024 or 2023 .

There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during 2024 .

There were no financial assets accounted for at fair value on a nonrecurring basis as of December 31, 2023 or December 31, 2022 .

During 2024, in connection with the Company's annual impairment test of indefinite-lived intangible assets, the Company adjusted the carrying value associated with the CUI tradename to fair value.

Aside from this item, there were no other financial assets accounted for at fair value on a nonrecurring basis as of December 31, 2024 or December 31, 2023 .

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.

At December 31, 2024 and 2023 , the estimated fair value of total debt was $ 286.6 m illio n and $ 60.0 million, respectively, compared to a carrying amount of $ 287.5 million and $ 60.0 million, respectively.

The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of December 31, 2024 .

11 unchanged sentences

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.

The Company recorded income (expense) to account for the increase (decrease) in cash surrender value in the amount of $ 1.3 million, $ 1.3 mil lion and ($ 2.2 ) million during the years ended December 31, 2024, 2023 and 2022, respectively.

These fluctuations are classified as other income (expense), net on the consolidated statements of operations for all periods presented.

7 unchanged sentences

Raw materials

$ 74,750 $ 63,647

Work in progress

53,569 42,038

Finished goods

33,051 30,855

$ 161,370 $ 136,540

PROPERTY, PLANT AND EQUIPMENT, NET

1 unchanged sentence

Buildings and improvements

19,385 15,286

Machinery and equipment

99,747 98,527

Construction in progress

124,490 115,728

Accumulated depreciation

( 76,611 ) ( 79,195 )

Property, plant and equipment, net

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.

$ 47,879 $ 36,533

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 9.9 million, $ 8.6 mil lion and $ 8.9 million, respectively.

At December 31, 2024 and December 31, 2023 , a total of $ 2.1 million and $ 1.3 million, respectively, of property was classified as assets held for sale on the accompanying consolidated balance sheet related to several buildings in Zhongshan, PRC and Glen Rock, Pennsylvania.

The Company and its subsidiaries file income tax returns in the U.S.

2 unchanged sentences

federal examinations by tax authorities for years before 2021 and for state examinations before 2018.

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:

Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2014 in Asia and generally 2016 in Europe.

The components of income from operations before income taxes and the provision for income taxes are as follows:

Domestic and foreign income before taxes is as follows:

Years Ended December 31,

Liability for uncertain tax positions - January 1

Additions based on tax positions related to the current year

Translation adjustment

Settlement/expiration of statutes of limitations

Liability for uncertain tax positions - December 31

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:

$ 29,224 $ 51,550 $ 14,215

32,584 31,750 44,844

$ 61,808 $ 83,300 $ 59,059

Federal, state and foreign income tax expense (benefit) consists of the following:

Years Ended December 31,

$ 11,473 $ 11,403 $ 9,175

6,515 963 1,002

18,883 13,341 10,964

( 5,200 ) ( 3,128 ) ( 4,064 )

( 442 ) ( 139 ) ( 255 )

( 625 ) ( 605 ) ( 275 )

( 6,267 ) ( 3,872 ) ( 4,594 )

$ 12,616 $ 9,469 $ 6,370

A reconciliation of taxes on income computed at the U.S.

2 unchanged sentences

Tax provision computed at the federal statutory rate

(Decrease) increase in taxes resulting from:

$ 12,980 21 % $ 17,493 21 % $ 12,402 21 %

Increase (decrease) in taxes resulting from:

Different tax rates applicable to foreign operations

1,736 3 % ( 1,697 ) ( 2 %) ( 1,677 ) ( 3 %)

Reversal of liability for uncertain tax positions - net

Research and experimentation and foreign tax credits

( 1,696 ) ( 3 %) ( 4,726 ) ( 6 %) ( 2,515 ) ( 4 %)

State taxes, net of federal benefit

( 767 ) ( 1 %) ( 433 ) ( 1 %) 292 0 %

SERP/COLI and restricted stock income

( 1,302 ) ( 2 %) ( 756 ) ( 1 %) 733 1 %

1,665 3 % ( 412 ) ( 0 %) ( 2,865 ) ( 5 %)

Tax provision computed at the Company's effective tax rate

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.

$ 12,616 20 % $ 9,469 11 % $ 6,370 11 %

As of December 31, 2024 and 2023.

the Company has gross foreign net operating losses (“NOLs”) of $ 14.4 million and $ 15.1 million which amount to $ 3.9 million and $ 4.0 million of deferred tax assets, respectively.

The Company has no federal or state NOLs during these periods.

In addition, the Company has $ 0.3 million of credit carryforwards.

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 $ 1.8 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.

The federal and certain foreign NOLs can be carried forward indefinitely, the state and certain foreign NOLs expire at various times during 2028 – 2043 and the tax credit carryforwards expire at various times during 2031 - 2043.

As of December 31, 2024, we are not indefinitely reinvested with respect to undistributed earnings from some of our Asian subsidiaries.

There was no material deferred tax expense recorded for foreign tax costs associated with the future remittance of these undistributed earnings.

The Company remains permanently reinvested with respect to undistributed earnings from our other foreign subsidiaries.

It is not practicable to estimate the amount of deferred tax liability, if any, with respect to these permanently reinvested undistributed earnings.

Components of deferred income tax assets and liabilities are as follows:

1 unchanged sentence

State tax credits

Unfunded pension liability

Reserves and accruals

3 unchanged sentences

Total deferred tax assets

33,747 26,272

Valuation allowance

Net deferred tax assets

31,903 24,263

Deferred tax liabilities:

Unfunded pension liability

Lease accounting

1 unchanged sentence

Total deferred tax liabilities

Valuation allowance

Net deferred tax assets

The Company continues to monitor proposed legislation affecting the taxation of transfers of U.S.

intangible property and other potential tax law changes.

44,389 14,166

Net deferred tax (liabilities) assets

$ ( 12,486 ) $ 10,097

At December 31, 2024, 2023 and 2022, the Company has approximately $ 18.1 million, $ 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, 2024, approximately $ 1.2 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 statutes 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:

Year Ended December 31,

Liability for uncertain tax positions - January 1

$ 19,823 $ 24,798

Additions based on tax positions related to the current year

Translation adjustment

Settlement/expiration of statutes of limitations

( 2,749 ) ( 5,699 )

Liability for uncertain tax positions - December 31

$ 18,127 $ 19,823

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, 2024, 2023 and 2022, the Company recognized $ 0.3 million, $ 0.4 million and $ 0.6 million, respectively, in interest and penalties in the consolidated statements of operations.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized a benefit of $ 1.1 million, $ 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.

The Company has approximately $ 1.2 million, $ 2.0 million and $ 4.0 million accrued for the payment of interest and penalties at December 31, 2024, 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 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.

Prior to November 14, 2024, the CSA had provided for 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.

On November 14, 2024, Bel entered into a Third Amendment Agreement (the “Third Amendment”) to the CSA, which made certain amendments to the CSA including (i) increasing the maximum revolving amount from $ 175 million to $ 325 million in order to finance the Enercon acquisition, and (ii) making loans under the new revolver in an aggregate principal amount of $ 240 million.

At December 31, 2024 and 2023 , outstanding borrowings under the revolver amounted to $ 287.5 million and $ 60.0 million, respectively.

2 unchanged sentences

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.

The effective rate of interest for our total outstanding borrowings, including the impact of the 2021 Swaps discussed below, was 5.47 % and 2.47 %, respectively, as of December 31, 2024 and December 31, 2023.

The interest rate in effect for the fixed-rate portion of our outstanding borrowings ($ 60 million at each of December 31, 2024 and 2023 ) was 2.84 % and 2.47 % at December 31, 2024 and 2023, respectively.

The weighted-average interest rate in effect for the variable-rate portion of our outstanding borrowings ($ 227.5 million at December 31, 2024) was 6.16 % at December 31, 2024, and consisted of SOFR plus the Company’s credit spread at December 31, 2024, as determined per the terms of the CSA.

No outstanding borrowings were subject to a variable interest rate at December 31, 2023.

2 unchanged sentences

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.

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.

7 unchanged sentences

subsidiaries, including 65 % of the voting capital stock of certain of the Loan Parties’ direct foreign subsidiaries.

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.

The borrowings under the credit agreement bear interest, generally payable quarterly, at a rate equal to, at the Company's option, either ( 1 ) SOFR, 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 SOFR 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.

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.

2 unchanged sentences

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.

At December 31, 2024 , the Company was in compliance with its debt covenants, including its most restrictive covenant, t he Leverage Ratio.

Scheduled principal payments of the total debt outstanding at December 31, 2024 are as follows (in thousands):

5 unchanged sentences

Salaries, bonuses and related benefits

Deferred revenue

$ 32,478 $ 33,566

Accrued restructuring costs

Sales commissions

Subcontracting labor

Warranty accrual

10,560 11,704

$ 53,031 $ 54,657

The change in warranty accrual during 2024 primarily related to repair costs incurred and adjustments to pre-existing warranties.

1 unchanged sentence

Restructuring Activities :

Activity and liability balances related t o restructuring costs for the year ended December 31, 2023 are as follows:

December 31, 2023

Activity and liability balances related to restructuring costs for the years ended December 31, 2023 and 2024 are as follows:

Cash Payments

Severance costs

$ 3,390 $ 7,590 $ ( 9,429 ) $ 1,551 $ 2,888 $ ( 3,163 ) $ 1,276

Disposal of equipment in connection with restructuring

- 1,320 ( 1,320 ) - - - -

Other restructuring costs

3,406 1,204 ( 663 ) 3,947 571 29 4,547

$ 6,796 $ 10,114 $ ( 11,412 ) $ 5,498 $ 3,459 $ ( 3,134 ) $ 5,823

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.

Further, during 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.

Our Connectivity Solutions Melbourne, Florida site also transitioned its manufacturing operations into our existing site in Waseca, Minnesota during 2023.

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.

The 2024 charges and ending liability balance at December 31, 2024 noted above for severance costs largely relate to an initiative within our Power segment related to the transition of our fuse operations to other existing sites and also within our Connectivity segment related to the transition of certain manufacturing from our Glen Rock, Pennsylvania facility to other existing Bel sites.

The new charges noted above for other restructuring costs relate to housing and social insurance costs associated with our fuse restructuring initiative within our Power segment.

The balances in other restructuring costs in the table above as of December 31, 2023 and December 31, 2024 largely related to remaining liabilities associated with the Company's aforementioned facility consolidation project in the PRC.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

7 unchanged sentences

We held outstanding foreign currency forward contracts with notional amounts of $ 14.2 m illion and $ 25.8 million as of December 31, 2024 and 2023 , 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.

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 consolidated statement of operations within cost of goods sold in the period in which the hedged transaction affects earnings.

Interest Rate Swap Agreements

9 unchanged sentences

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, 2024, 2023 and 2022 were as follows:

Years Ended December 31,

Year Ended December 31,

Net (losses) gains recognized in AOCL:

Foreign currency forward contracts

$ ( 184 ) $ ( 1,470 ) $ ( 119 )

Interest rate swap agreements

1,178 689 5,886

$ 994 $ ( 781 ) $ 5,767

Net (losses) gains reclassified from AOCL to the consolidated statement of operations:

Foreign currency forward contracts

$ ( 466 ) $ ( 537 ) $ ( 805 )

Interest rate swap agreements

2,407 2,268 230

$ 1,941 $ 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, 2024, 2023 and 2022.

1 unchanged sentence

Gains recognized on derivative financial instruments not designated as hedging instruments in our consolidated statements of operations for the years ended December 31, 2024 , 2023 and 2022 were as follows:

Years Ended December 31,

Year Ended December 31,

Classification in Consolidated Statements of Operations

1 unchanged sentence

Other expense, net

$ 74 $ 150 $ 58

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:

Power Solutions and Protection Segment :

This segment includes internal and external AC/DC power supplies, DC/DC converters and DC/AC inverters utilized in defense, commercial aerospace, 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.

Connectivity Solutions Segment :

This segment includes high speed and harsh environment copper and optical fiber connectors and integrated assemblies, providing connectivity solutions within the commercial aerospace, military communications, defense, network infrastructure, structured building cabling and several industrial applications.

Magnetic Solutions Segment:

This segment includes the Company’s ICM products, which integrate RJ45 connectors with discrete magnetic components to provide better performance and a more robust device, substantially reducing board space and optimizing performance.

This segment also includes Power Transformers for use in a wide array of applications, including industrial instrumentation, alarm and security systems, motion control, elevators, and medical products.

There are no intercompany sales between the segments.

On a quarterly basis, the Company’s chief operating decision maker (CODM), the Chief Executive Officer, utilizes gross profit (a U.S.

GAAP measure) as the profitability measure i n assessing segment performance.

The CODM uses segment gross profit to make commercial and operational related decisions across the business and when evaluating capital deployment opportunities.

In accordance with ASU 2023 - 07, the Company has elected to disclose gross profit as its required measure of segment profit and loss since it represents the measure of segment performance that is most consistent with U.S.

GAAP measurement principles.

The following is a summary of key financial data for each of the three years ended December 31, 2024, 2023 and 2022.

In addition to total segment revenues and segment gross profit, the CODM’s quarterly reporting package also includes cost of sales in arriving at the disclosed measure of profitability.

The Company has determined that cost of sales is a significant segment expense and is therefore included in the financial data disclosure tables below.

Year Ended December 31, 2024

1 unchanged sentence

and Protection

$ 245,551 $ 220,370 $ 68,871 $ - $ 534,792

Cost of sales

141,425 138,606 51,418 985 332,434

104,126 81,764 17,453 ( 985 ) 202,358

Gross profit %

42.4 % 37.1 % 25.3 % nm 37.8 %

Research and development costs

Selling, general and administrative expenses

Impairment of CUI tradename

Restructuring charges

Interest expense

Interest income

Other income/expense, net

Earnings before provision for income taxes

Other Segment Disclosures:

$ 654,131 $ 177,443 $ 51,415 $ 66,800 $ 949,789

Capital Expenditures

5,446 7,908 281 473 14,108

Depreciation and Amortization Expense

8,284 6,853 819 501 16,457

Interest Expense

1,327 68 - 2,683 4,078

Year Ended December 31, 2023

1 unchanged sentence

and Protection

$ 314,105 $ 210,572 $ 115,136 $ - $ 639,813

Cost of sales

194,364 138,541 89,822 1,237 423,964

119,741 72,031 25,314 ( 1,237 ) 215,849

Gross profit %

38.1 % 34.2 % 22.0 % nm 33.7 %

Research and development costs

Selling, general and administrative expenses

Restructuring charges

Gain on sale of properties

Gain on sale of Czech Republic business

Interest expense

Interest income

Other income/expense, net

Earnings before provision for income taxes

Other Segment Disclosures:

$ 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

Interest expense

- - - 2,850 2,850

Year Ended December 31, 2022

Power Solutions

and Protection

Cost of sales

200,526 138,597 129,492 2,165 470,780

87,840 48,488 49,290 ( 2,165 ) 183,453

Gross profit %

30.5 % 25.9 % 27.6 % nm 28.0 %

Research and development costs

Selling, general and administrative expenses

Restructuring charges

Gain on sale of properties

Interest expense

Interest income ( 177 )

Other income/expense, net

Earnings before provision for income taxes

Other Segment Disclosures:

$ 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

Interest Expense

- - - 3,379 3,379

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.

Such information attributes net sales based on markets where revenues are reported.

Years Ended December 31,

1 unchanged sentence

United States

$ 362,118 $ 447,793 $ 409,199

People's Republic of China

23,394 43,109 77,061

25,130 35,026 61,744

United Kingdom

35,915 25,648 21,903

33,228 35,555 22,120

15,268 17,327 24,112

10,635 15,365 17,608

15,594 11,237 9,893

All other foreign countries

5,283 8,753 10,593

Consolidated net sales

534,792 639,813 654,233

Net Sales by Major Product Line:

Power solutions and protection

$ 245,551 $ 314,105 $ 288,366

Connectivity solutions

220,370 210,572 187,085

Magnetic solutions

68,871 115,136 178,782

Consolidated net sales

$ 534,792 $ 639,813 $ 654,233

The following is a summary of long-lived assets by geographic area as of December 31, 2024 and 2023 :

1 unchanged sentence

United States

$ 40,840 $ 34,990

People's Republic of China (PRC)

23,942 23,621

United Kingdom

1 unchanged sentence

Consolidated long-lived assets

$ 82,518 $ 69,652

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.

1 unchanged sentence

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.

Management cannot presently predict what future impact the current status of these territories, along with evolving political landscape in the region, 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 (including risks arising out of any changes in governmental and economic policy, such as increased or new tariffs, and current or additional trade restrictions, and the potential for adverse developments arising out of any political or economic instability related to Hong Kong or Taiwan).

A significant portion of the Company's manufacturing operations and approximately 30.8 % 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 .

The Company had no direct customers whose net sales represented in excess of ten percent of the Company's consolidated net sales in 2024 or 2023.

In 2022, the Company had one direct customer with net sales of $ 83.9 million ( 12.8 % of sales).

8 unchanged sentences

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.

The expense for each of the years ended December 31, 2024, 2023 and 2022 amounted to $ 1.4 million, $ 1.3 million and $ 1.3 mi llion, respectively.

As of December 31, 2024 , the plan owned approximately 256,585 shares a nd 52,924 shares of Bel Fuse Inc.

2 unchanged sentences

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.

The expense for the years ended December 31, 2024, 2023 and 2022 amounted to $ 0.2 million, $ 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 $ 1.3 m illion at December 31, 2024 and $ 1.0 million at December 31, 2023 .

4 unchanged sentences

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 expense for the years ended December 31, 2024, 2023 and 2022 amounted to approximately $ 0.3 million, $ 1.5 m illion and $ 1.8 million, respectively.

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.

10 unchanged sentences

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.

The expense related to the Plan for the years ended December 31, 2024, 2023 and 2022 amounted to $ 1.4 million, $ 1.3 million an d $ 1.5 million, respectively.

Net Periodic Benefit Cost

1 unchanged sentence

Years Ended December 31,

$ 395 $ 369 $ 503

Interest Cost

17 unchanged sentences

( 775 ) ( 775 )

Actuarial loss (gain)

Actuarial (gain) loss

( 1,968 ) 828

16 unchanged sentences

( 3,303 ) ( 1,336 ) ( 2,216 )

$ ( 3,171 ) $ ( 1,124 ) $ ( 1,882 )

Actuarial Assumptions

17 unchanged sentences

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 aggregate pretax compensation cost recognized for stock-based compensation amounted to approximately $ 3.7 million, $ 3.5 million and $ 2.4 million for 2024 , 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 2024 and 2023 .

3 unchanged sentences

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;

Unless otherwise provided at the date of grant or unless subsequently accelerated, effective January 1, 2024, shares awarded are typically earned in one - third increments on the first, second and third anniversaries of the award and are distributed provided the employee has remained employed by the Company through such anniversary date;

otherwise the unearned shares are forfeited.

Prior to January 1, 2024, shares awarded were typically earned in 25 % increments on the second, third, fourth and fifth anniversaries of the award.

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.

During 2024, 2023 and 2022, the Company issued 57,960 shares, 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, 2024 is presented below:

9 unchanged sentences

389,110 $ 34.31 2.6

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.

As of December 31, 2024 , there was $ 9.3 million 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 3.4 y ears.

2 unchanged sentences

Currently the Company believes that the majority of its restricted stock awards will vest.

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 2024, 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 .

The Company declared and paid cash dividends totaling $ 3.5 million in 2024, $ 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.

6 unchanged sentences

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,

Year Ended December 31,

Amortization of ROU assets - finance leases

$ 819 $ 491 $ 448

Interest on lease liabilities - finance leases

Operating lease cost (cost resulting from lease payments)

9,441 8,127 8,426

Short-term lease cost

Variable lease cost (cost excluded from lease payments)

1,218 397 410

Total lease cost

$ 11,725 $ 9,343 $ 9,622

Supplemental cash flow information related to leases is as follows:

Years Ended December 31,

Year Ended December 31,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$ 9,099 $ 8,090 $ 8,970

Operating cash flows from finance leases

2 unchanged sentences

Operating leases

6,870 5,999 8,052

Finance leases

1,309 199 207

Supplemental balance sheet information related to leases was as follows:

1 unchanged sentence

Operating lease right-of-use assets

$ 25,125 $ 20,481

Operating lease liability, current

Operating lease liability, long-term

17,763 14,212

Total operating lease liabilities

$ 25,717 $ 20,562

Finance Leases:

Property, plant and equipment, gross

$ 2,596 $ 3,484

Accumulated depreciation

( 1,185 ) ( 1,613 )

Property, plant and equipment, net

$ 1,411 $ 1,871

Other current liabilities

1 unchanged sentence

Total finance lease liabilities

$ 1,428 $ 2,024

Weighted-Average Remaining Lease Term:

3 unchanged sentences

Operating leases

6.0 % 6.0 % 6.0 %

Finance leases

6.0 % 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.

Maturities of lease liabilities were as follows as of December 31, 2024 :

$ 9,214 $ 486

Total undiscounted cash flows

Less imputed interest

( 3,704 ) ( 312 )

Present value of lease liabilities

$ 25,717 $ 1,428

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

The Company had outstanding purchase orders related to raw materials in the amount of $ 82.2 million and $ 57.7 million at December 31, 2024 and December 31, 2023 , 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.

The Company also had outstanding purchase orders related to capital expenditures in the amount of $ 4.6 million and $ 5.8 million at December 31, 2024 and December 31, 2023 , respectively.

Legal Proceedings

8 unchanged sentences

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.

In connection with the Company's 2014 acquisition of the Power-One Power Solutions business ("Power Solutions") of ABB Ltd.

("ABB"), 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.

(now Bel Power Solutions Asia Pacific Electronics Shenzhen Co.

6 unchanged sentences

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 Supreme Court rendered a judgment against BPS China in March 2024 .

BPS China filed an appeal in July 2024 .

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, 2024 and 2023.

3 unchanged sentences

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.

As part of the EOS acquisition agreement entered into in March 2021, the Company is entitled to be 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.

17 unchanged sentences

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)

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)

Net current period other comprehensive income (loss)

6,684 ( 1,579 ) 1 ( 597 ) 4,509

Balance at December 31, 2023

This reclassification relates to the amortization of prior service costs and gains/losses associated with the Company's SERP plan.

(16,423 ) 3,960 19 407 (12,037 )

Other comprehensive income (loss) before reclassifications

( 5,077 ) ( 1,231 ) 2 1,644 ( 4,662 )

Amounts reclassified from accumulated other comprehensive income (loss)

( 466 ) - - ( 62 ) (a)

Net current period other comprehensive income (loss)

( 5,543 ) ( 1,231 ) 2 1,582 ( 5,190 )

Balance at December 31, 2024

$ ( 21,966 ) $ 2,729 $ 21 $ 1,989 $ ( 17,227 )

(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.

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.

BEL FUSE INC.

AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(Amounts in thousands)

Charged to costs

Charged to other

Balance at December 31, 2024

Allowance for doubtful accounts

$ 1,388 $ ( 54 ) $ ( 1 ) $ 3 $ 1,336

Allowance for excess and obsolete inventory

$ 13,655 $ 1,383 $ 406 $ ( 979 ) $ 14,465

Deferred tax assets - valuation allowances

$ 2,009 $ 811 $ - $ ( 976 ) $ 1,844

Balance at December 31, 2023

Allowance for doubtful accounts

$ 1,552 $ ( 146 ) $ 203 $ ( 221 ) $ 1,388

Allowance for excess and obsolete inventory

$ 14,451 $ 3,484 $ ( 2,461 ) $ ( 1,819 ) $ 13,655

Deferred tax assets - valuation allowances

$ 4,026 $ 279 $ - $ ( 2,296 ) $ 2,009

Balance at December 31, 2022

Allowance for doubtful accounts

$ 1,535 $ 257 $ 29 $ ( 269 ) $ 1,552

Allowance for excess and obsolete inventory

$ 12,068 $ ( 663 ) $ 4,495 $ ( 1,449 ) $ 14,451

Deferred tax assets - valuation allowances

$ 8,068 $ 138 $ - $ ( 4,180 ) $ 4,026

(a) Write-offs

(b) Includes foreign currency translation adjustments

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data