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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

(MARK ONE)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended June 30, 2024

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ____________

 

Commission File No. 000-11676

 


 

BEL FUSE INC.

(Exact name of registrant as specified in its charter)

 

New Jersey

 

22-1463699

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

300 Executive Drive, Suite 300
West Orange, NJ  07052

 

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (201) 432-0463

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

 Trading Symbol

 

Name of Exchange on Which Registered

Class A Common Stock ($0.10 par value)

 

 BELFA

 

Nasdaq Global Select Market

Class B Common Stock ($0.10 par value)

 

 BELFB

 

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

No ☐

 

 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

No ☐

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated

filer ☐

Accelerated

filer

 ☒

Non-accelerated

filer ☐

Smaller reporting

company 

Emerging growth

company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

 No ☒

 


Title of Each Class

 

Number of Shares of Common Stock Outstanding

as of  July 26, 2024

Class A Common Stock ($0.10 par value)

 

2,115,677

Class B Common Stock ($0.10 par value)

 

10,432,548

 

 

  

 

BEL FUSE INC. AND SUBSIDIARIES

 

FORM 10-Q INDEX

 

 

 

 

Page

Part I

 

Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements (unaudited)

2

 

 

 

 

 

 

Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2024 and December 31, 2023

2

 

 

 

 

 

 

Condensed Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2024 and 2023

3

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three and Six Months Ended June 30, 2024 and 2023

4

 

 

 

 

 

 

Condensed Consolidated Statements of Stockholders' Equity (unaudited) for the Three and Six Months Ended June 30, 2024 and 2023

5

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2024 and 2023

6

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

7 17

 

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

18 23

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

 

 

 

 

 

Item 4.

Controls and Procedures

23

 

 

 

 

Part II

 

Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

23

 

 

 

 

 

Item 1A.

Risk Factors

23

 

 

 

 

  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24
       
  Item 3. Defaults Upon Senior Securities 24
       
  Item 4. Mine Safety Disclosures 24
       
  Item 5. Other Information 24
       

 

Item 6.

Exhibits

25

 

 

 

 

 

Signatures

 

26

 

 

  

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING INFORMATION

 

The terms the “Company,” “Bel,” “we,” “us,” and “our” as used in this report refer to Bel Fuse Inc. and its consolidated subsidiaries unless otherwise specified.

 

The Company’s consolidated operating results are affected by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our “2023 Annual Report on Form 10-K”), and the risks and other factors described in this and our other Quarterly Reports on Form 10-Q, and in our other reports and documents that we have filed or may file from time to time with the Securities and Exchange Commission ("SEC"). As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, consolidated financial condition, operating results, and common stock prices.  Furthermore, this document and other reports and documents filed by the Company with the SEC contain certain forward-looking statements under the Private Securities Litigation Reform Act of 1995 ("Forward-Looking Statements") with respect to the business of the Company.  Forward-Looking Statements are necessarily subject to risks and uncertainties, many of which are outside our control, that could cause actual results to differ materially from these statements. Forward-Looking Statements can be identified by such words as "anticipates," "believes," "plan," "assumes," "could," "should," "estimates," "forecasts," "projects," "expects," "intends," "potential," "seek," "predict," "may," "will" and similar references to future periods.  All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are Forward-Looking Statements.

 

These Forward-Looking Statements are subject to certain risks and uncertainties, including those detailed in Item 1A of our 2023 Annual Report on Form 10-K, and the risks and other factors described in this and our other Quarterly Reports on Form 10-Q, and in our other reports and documents that we have filed or may file from time to time with the SEC, which could cause actual results to differ materially from these Forward-Looking Statements.  Any Forward-Looking Statements are qualified in the entirety by reference to such risk factors discussed throughout our 2023 Annual Report on Form 10-K, in this and our other Quarterly Reports on Form 10-Q and as described in our other reports and documents filed from time to time with the SEC.  Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the Forward-Looking Statements include but are not limited to:

 

 

the market concerns facing our customers, and risks for the Company’s business in the event of the loss of certain substantial customers;

 

 

the continuing viability of sectors that rely on our products;

 

 

the effects of business and economic conditions, and challenges impacting the macroeconomic environment generally and/or our industry in particular;

 

 

the effects of rising input costs, and cost changes generally, including the potential impact and effects of inflationary pressures;

 

 

difficulties associated with integrating acquired companies;

 

 

capacity and supply constraints or difficulties, including supply chain constraints or other challenges;

 

 

the impact of public health crises (such as the governmental, social and economic effects of COVID or other future epidemics or pandemics);

 

 

difficulties associated with the availability of labor, and the risks of any labor unrest or labor shortages;

 

 

risks associated with our international operations, including our substantial manufacturing operations in the People’s Republic of China (the “PRC”);

 

 

risks associated with restructuring programs or other strategic initiatives, including any difficulties in implementation or realization of the expected benefits or cost savings;

 

 

product development, commercialization or technological difficulties;

 

 

the regulatory and trade environment, including the potential effects of trade restrictions that may impact Bel, its customers and/or its suppliers;

 

 

risks associated with fluctuations in foreign currency exchange rates and interest rates;

 

 

uncertainties associated with legal proceedings;

 

 

the market's acceptance of the Company's new products and competitive responses to those new products; and

 

 

the impact of changes to U.S. and applicable foreign legal and regulatory requirements, including tax laws, trade and tariff policies.

 

The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any Forward-Looking Statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of the document incorporated by reference into this report. Except as required by law, we assume no obligation and expressly disclaim any duty to publicly release the results of any revisions to these Forward-Looking Statements or otherwise update any Forward-Looking Statement to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any Forward-Looking Statements contained in this Quarterly Report on Form 10-Q. Any Forward-Looking Statement made by the Company is based only on information currently available to us and speaks only as of the date on which it is made. All Forward-Looking Statements are expressly qualified in their entirety by the cautionary statements contained in this section.

 

 

 

 

PART I.  Financial Information

 

Item 1.  Financial Statements (Unaudited)

 

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(unaudited)

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 

ASSETS

        

Current Assets:

        

Cash and cash equivalents

 $84,976  $89,371 

Held to maturity U.S. Treasury securities

  58,822   37,548 

Accounts receivable, net of allowance of $1,305 and $1,388, respectively

  81,153   84,129 

Inventories

  127,931   136,540 

Unbilled receivables

  5,906   12,793 

Other current assets

  17,233   21,097 

Total current assets

  376,021   381,478 
         

Property, plant and equipment, net

  35,082   36,533 

Right-of-use assets

  21,945   20,481 

Related party note receivable

  2,785   2,152 

Equity method investment

  9,943   10,282 

Intangible assets, net

  46,715   49,391 

Goodwill, net

  25,415   26,642 

Deferred income taxes

  14,525   11,553 

Other assets

  35,173   33,119 

Total assets

 $567,604  $571,631 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current Liabilities:

        

Accounts payable

 $36,415  $40,441 

Accrued expenses

  38,916   54,657 

Operating lease liabilities, current

  5,992   6,350 

Other current liabilities

  8,432   9,161 

Total current liabilities

  89,755   110,609 
         

Long-term Liabilities:

        

Long-term debt

  60,000   60,000 

Operating lease liabilities, long-term

  16,131   14,212 

Liability for uncertain tax positions

  17,953   19,823 

Minimum pension obligation and unfunded pension liability

  20,307   19,876 

Deferred income taxes

  1,626   1,456 

Other long-term liabilities

  5,417   5,097 

Total liabilities

  211,189   231,073 
         

Commitments and contingencies (see Note 15)

          
         

Stockholders' Equity:

        

Preferred stock, no par value, 1,000,000 shares authorized; none issued

  -   - 

Class A common stock, par value $.10 per share, 10,000,000 shares authorized; 2,120,989 and 2,141,589 shares outstanding at June 30, 2024 and December 31, 2023, respectively (net of 1,072,769 restricted treasury shares)

  212   214 

Class B common stock, par value $.10 per share, 30,000,000 shares authorized; 10,453,469 and 10,620,260 shares outstanding at June 30, 2024 and December 31, 2023, respectively (net of 3,218,307 restricted treasury shares)

  1,048   1,065 

Treasury stock (unrestricted, consisting of 23,923 Class A shares and 232,242 Class B shares)

  (14,629)  (454)

Additional paid-in capital

  46,054   44,260 

Retained earnings

  340,462   307,510 

Accumulated other comprehensive loss

  (16,732)  (12,037)

Total stockholders' equity

  356,415   340,558 

Total liabilities and stockholders' equity

 $567,604  $571,631 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 
                 

Net sales

 $133,205  $168,777  $261,295  $341,121 

Cost of sales

  79,809   113,240   159,821   231,920 

Gross profit

  53,396   55,537   101,474   109,201 
                 

Research and development costs

  5,994   6,006   11,209   11,229 

Selling, general and administrative expenses

  24,141   25,135   49,085   50,432 

Restructuring charges

  638   709   703   4,215 

Gain on sale of property

  -   (3,672)  -   (3,672)

Income from operations

  22,623   27,359   40,477   46,997 
                 

Gain on sale of Czech Republic business

  -   1,115   -   1,115 

Interest expense

  (415)  (908)  (849)  (1,890)

Interest income

  1,146   -   2,261   - 

Other (expense)/income, net

  (471)  (270)  1,346   (190)

Earnings before provision for income taxes

  22,883   27,296   43,235   46,032 
                 

Provision for (benefit from) income taxes

  4,077   (479)  8,555   3,685 

Net earnings available to common stockholders

 $18,806  $27,775  $34,680  $42,347 
                 
                 

Net earnings per common share:

                

Class A common share - basic and diluted

 $1.43  $2.08  $2.61  $3.17 

Class B common share - basic and diluted

 $1.50  $2.19  $2.76  $3.34 
                 

Weighted-average number of shares outstanding:

                

Class A common share - basic and diluted

  2,124   2,142   2,131   2,142 

Class B common share - basic and diluted

  10,492   10,634   10,551   10,636 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

 

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

  

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 
                 

Net earnings available to common stockholders

 $18,806  $27,775  $34,680  $42,347 
                 

Other comprehensive loss:

                

Currency translation adjustment, net of taxes of $0, ($105), $26, and ($96), respectively

  (999)  (2,231)  (4,775)  (233)

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

  (291)  789   49   (105)

Unrealized holding gains on marketable securities, net of taxes of $0 in all periods presented

  -   -   1   1 

Change in unfunded SERP liability, net of taxes of ($4), ($4), ($9), and ($8), respectively

  15   14   30   27 

Other comprehensive loss

  (1,275)  (1,428)  (4,695)  (310)
                 

Comprehensive income

 $17,531  $26,347  $29,985  $42,037 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except per share data)

 (unaudited)

 

       

Accumulated

                   
       Other Class A   Class B      Additional 
    

Retained

 

Comprehensive

 

Common

 

Class A #

 

Common

 

Class B #

 

Treasury

 

Paid-In

 
 

Total

 

Earnings

 

(Loss) Income

 

Stock

 

of Shares

 

Stock

 

of Shares

 

Stock

 

Capital

 
                            

Balance at December 31, 2023

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

Net earnings

 15,874  15,874  -  -  -  -  -  -  - 

Dividends declared:

                           

Class A Common Stock, $0.06/share

 (129) (129) -  -  -  -  -  -  - 

Class B Common Stock, $0.07/share

 (747) (747) -  -  -  -  -  -  - 

Issuance of restricted common stock

 -  -  -  -  -  6  58  -  (6)

Forfeiture of restricted common stock

 -  -  -  -  -  -  (6) -  - 

Purchases of common stock

 (6,283) -  -  (1) (11) (10) (98) (6,283) 11 

Foreign currency translation adjustment, net of taxes of $26

 (3,776) -  (3,776) -  -  -  -  -  - 

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

 340  -  340  -  -  -  -  -  - 

Unrealized holding gains on marketable securities, net of taxes of $0

 1  -  1  -  -  -  -  -  - 

Stock-based compensation expense

 804  -  -  -  -  -  -  -  804 

Change in unfunded SERP liability, net of taxes of ($4)

 15  -  15  -  -  -  -  -  - 

Balance at March 31, 2024

 346,657  322,508  (15,457) 213  2,131  1,061  10,574  (6,737) 45,069 
                            

Net earnings

 18,806  18,806  -  -  -  -  -  -  - 

Dividends declared:

                           

Class A Common Stock, $0.06/share

 (127) (127) -  -  -  -  -  -  - 

Class B Common Stock, $0.07/share

 (725) (725) -  -  -  -  -  -  - 

Forfeiture of restricted common stock

 1  -  -  -  -  (1) (4) -  2 

Purchases of common stock

 (7,893) -  -  (1) (10) (12) (117) (7,892) 12 

Foreign currency translation adjustment, net of taxes of $0

 (999) -  (999) -  -  -  -  -  - 

Unrealized holding losses on interest rate swap cash flow hedge

 (291) -  (291) -  -  -  -  -  - 

Stock-based compensation expense

 971  -  -  -  -  -  -  -  971 

Change in unfunded SERP liability, net of taxes of ($4)

 15  -  15  -  -  -  -  -  - 

Balance at June 30, 2024

$356,415 $340,462 $(16,732)$212  2,121 $1,048  10,453 $(14,629)$46,054 

 

          

Accumulated

                         
          

Other

  

Class A

     

Class B

         Additional 
      

Retained

  

Comprehensive

  

Common

  

Class A #

  

Common

  Class B #  

Treasury

  

Paid-In

 
  

Total

  

Earnings

  

(Loss) Income

  

Stock

  

of Shares

  

Stock

  

of Shares

  

Stock

  

Capital

 
                                     

Balance at December 31, 2022

 $262,346  $237,188  $(16,546) $214   2,142  $1,067   10,643  $(349) $40,772 

Net earnings

  14,572   14,572   -   -   -   -   -   -   - 

Dividends declared:

                                    

Class A Common Stock, $0.06/share

  (128)  (128)  -   -   -   -   -   -   - 

Class B Common Stock, $0.07/share

  (747)  (747)  -   -   -   -   -   -   - 

Forfeiture of restricted common stock

  -   -   -   -   -   (1)  (10)  -   1 

Foreign currency translation adjustment, net of taxes of $9

  1,998   -   1,998   -   -   -   -   -   - 

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

  (894)  -   (894)  -   -   -   -   -   - 

Unrealized holding gains on marketable securities, net of taxes of $0

  1   -   1   -   -   -   -   -   - 

Stock-based compensation expense

  902   -   -   -   -   -   -   -   902 

Change in unfunded SERP liability, net of taxes of ($4)

  13   -   13   -   -   -   -   -   - 

Balance at March 31, 2023

  278,063   250,885   (15,428)  214   2,142   1,066   10,633   (349)  41,675 
                                     

Net earnings

  27,775   27,775   -   -   -   -   -   -   - 

Dividends declared:

                                    

Class A Common Stock, $0.06/share

  (128)  (128)  -   -   -   -   -   -   - 

Class B Common Stock, $0.07/share

  (742)  (742)  -   -   -   -   -   -   - 

Issuance of restricted common stock

  -   -   -   -   -   1   10   -   (1)

Forfeiture of restricted common stock

  -   -   -   -   -   (3)  (5)  -   3 

Foreign currency translation adjustment, net of taxes of ($105)

  (2,231)  -   (2,231)  -   -   -   -   -   - 

Unrealized gains on interest rate swap cash flow hedge

  789   -   789   -   -   -   -   -   - 

Stock-based compensation expense

  950   -   -   -   -   -   -   -   950 

Change in unfunded SERP liability, net of taxes of ($4)

  14   -   14   -   -   -   -   -   - 

Balance at June 30, 2023

 $304,490  $277,790  $(16,856) $214   2,142  $1,064   10,638  $(349) $42,627 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

  

Six Months Ended

 
  

June 30,

 
  

2024

  

2023

 
         

Cash flows from operating activities:

        

Net earnings

 $34,680  $42,347 

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

        

Depreciation and amortization

  7,123   6,571 

Stock-based compensation

  1,775   1,851 

Amortization of deferred financing costs

  27   33 

Deferred tax benefit

  (2,930)  (3,128)

Net unrealized (gains)/losses on foreign currency revaluation

  (355)  505 

Gain on sale of property

  -   (3,672)

Gain on sale of Czech Republic business

  -   (1,115)

Other, net

  652   (1,124)

Changes in operating assets and liabilities:

        

Accounts receivable

  2,805   (236)

Unbilled receivables

  6,887   5,018 

Inventories

  7,972   13,473 

Accounts payable

  (4,026)  (11,544)

Accrued expenses

  (14,147)  2,448 

Accrued restructuring costs

  (1,553)  2,343 

Income taxes payable

  4,517   3,856 

Other operating assets/liabilities, net

  (5,083)  (16,970)

Net cash provided by operating activities

  38,344   40,656 
         

Cash flows from investing activities:

        

Purchases of property, plant and equipment

  (4,278)  (7,081)

Purchases of held to maturity and marketable securities

  (122,345)  - 

Proceeds from held to maturity securities

  101,071   - 

Payment for equity method investment

  -   (9,975)

Investment in related party notes receivable

  (633)  - 

Proceeds from disposal/sale of property, plant and equipment

  229   5,239 

Proceeds from sale of business

  -   5,198 

Net cash used in investing activities

  (25,956)  (6,619)
         

Cash flows from financing activities:

        

Dividends paid to common stockholders

  (1,674)  (1,658)

Repayments under revolving credit line

  -   (40,000)

Borrowings under revolving credit line

  -   5,000 

Purchases of common stock

  (14,175)  - 

Net cash used in financing activities

  (15,849)  (36,658)
         

Effect of exchange rate changes on cash and cash equivalents

  (934)  (2,592)
         

Net decrease in cash and cash equivalents

  (4,395)  (5,213)

Cash and cash equivalents - beginning of period

  89,371   70,266 

Cash and cash equivalents - end of period

 $84,976  $65,053 
         
         

Supplementary information:

        

Cash paid during the period for:

        

Income taxes, net of refunds received

 $8,277  $10,358 

Interest payments

 $1,985  $2,762 

ROU assets obtained in exchange for lease obligations

 $4,239  $5,172 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

BEL FUSE INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1.

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

 

The condensed consolidated balance sheets and statements of operations, comprehensive income, stockholders’ equity and cash flows for the periods presented herein have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for all periods presented have been made. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Bel Fuse Annual Report on Form 10-K for the fiscal year ended  December 31, 2023.

 

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted from these condensed consolidated financial statements pursuant to the rules and regulations, including the interim reporting requirements, of the U.S. Securities and Exchange Commission (“SEC”). The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

 

The Company’s significant accounting policies are summarized in Note 1 to the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There were no significant changes to these accounting policies during the six months ended June 30, 2024, except as discussed in “Recently Adopted Accounting Standards” below and as follows:

 

Cash, Cash Equivalents and Investments

 

Cash equivalents include short-term investments in money market funds and certificates of deposit with an original maturity of three months or less when purchased. Accounts at each U.S. institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Substantially all of our U.S. cash and cash equivalents balances are in excess of the FDIC insured limit. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company's cash and cash equivalents are placed with high credit quality financial institutions.

 

The Company has held to maturity securities comprised of U.S. Treasury Bills. These investments are classified as held to maturity as the Company has the intent and ability to hold these investments until they mature. The held to maturity securities mature within the next 12 months. The table below shows the amortized costs, associated gross unrealized gains and associated fair value of the held to maturity securities at June 30, 2024:

 

  

Amortized Cost

  

Gross Unrealized Gain

  

Fair Value

 

Held to maturity U.S. Treasury securities

 $58,822  $384  $59,206 

 

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 June 30, 2024.

 

Investments

 

We account for non-marketable investments using the equity method of accounting if the investment gives us the ability to exercise significant influence over, but not control, of an investee. Significant influence generally exists if we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions.

 

Equity in earnings of unconsolidated affiliates, in the consolidated statements of operations, reflects our proportionate share of the investee's net income, including any associated affiliate taxes. Our proportionate share of the investee’s other comprehensive income (loss), net of income taxes, is recorded in the consolidated statements of stockholders’ equity and consolidated statements of comprehensive income. In general, the equity investment in our unconsolidated affiliates is equal to our original equity investment plus our share of those entities' undistributed earnings subsequent to our investment.

 

We evaluate our equity method investments for impairment at least annually or whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of an investment may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether an impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline in value to be other than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial statements as an impairment. See Note 2, "Investment in Innolectric", below, for our discussion on specific equity method investments.

 

Where we are unable to exercise significant influence over the investee, or when our investment balance is reduced to zero from our proportionate share of losses, the investments are accounted for under the cost method. Under the cost method, investments are carried at cost and adjusted only for other-than-temporary declines in fair value, distributions of earnings, additional investments, or in the case of an observable price change in an orderly transaction for an identical security.

 

All amounts included in the tables to these notes to condensed consolidated financial statements, except per share amounts, are in thousands.

 

7

 

Recently Adopted Accounting Standards

 

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides temporary optional guidance on contract modifications and hedging accounting to ease the financial reporting burdens of the market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, which refined the scope of Topic 848 and clarified some of its guidance as part of the FASB’s monitoring of global reference rate activities. This updated guidance was effective upon issuance, and the Company was initially allowed to elect to apply the amendments prospectively through December 31, 2022.  In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848, which extended the date by which companies could elect to apply the amendments to December 31, 2024. During January 2023, the Company amended its credit agreement and related interest rate swap agreements to transition the reference rate from LIBOR to a Secured Overnight Financing Rate ("SOFR") effective January 31, 2023. In connection with these amendments, the Company adopted ASU 2020-04 in the first quarter of 2023 and elected to apply the relevant practical expedients within the guidance. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as amended. The new guidance broadens the information that an entity must consider in developing its expected credit loss estimates related to its financial instruments and adds to U.S. GAAP an impairment model that is based on expected losses rather than incurred losses. On January 1, 2023, the Company adopted ASU 2016-13. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

 

Accounting Standards Issued But Not Yet Adopted

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

 

 

2.

INVESTMENT IN INNOLECTRIC

 

On February 1, 2023, the Company closed on a noncontrolling (one-third) investment in Germany-based innolectric AG (“innolectric”) for consideration of €8.0 million (approximately $8.8 million as of the February 2023 closing). Transaction costs associated with the Company's investment in innolectric amounted to $1.3 million and these costs have been recorded as part of the carrying value of the investment. Under the terms of the investment agreement, if innolectric achieves certain EBITDA thresholds within a specified timeframe, the Company would be committed to acquiring the remaining shares of innolectric at that time. The accompanying condensed consolidated balance sheet reflects the fair value as of the February 2023 closing of the initial one-third equity method investment, inclusive of transaction costs, of $11.0 million, and a separate liability of $1.0 million associated with the net fair value of the put and call options related to the remaining shares pursuant to the agreement in the event certain profitability thresholds are met.

 

This passive investment creates a strategic alliance that is focused on Electric Vehicles (“EV”) on-board power electronics, and in particular next generation fast-charging technology. With no product overlap, this relationship expands the Bel eMobility Power portfolio, further enhancing Bel's competitive position in this emerging field. Our investment in innolectric is accounted for using the equity method and we have determined that the innolectric investment is not a variable interest entity (VIE). Results from this investment have been included in Bel's Power Solutions and Protection segment and amounted to losses of $0.3 million and $0.1 during the three and six months ended June 30, 2024, 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.

 

Related Party Transactions

 

From time to time, the Company provides cash loans to innolectric to fund working capital needs and further business development. During the three and six months ended June 30, 2024, the Company provided incremental loans to innolectric in the amount of €0.2 million and €0.7 million, respectively. As of June 30, 2024 and December 31, 2023, the Company had loans outstanding to innolectric in the aggregate amount of €2.6 million (approximately $2.8 million at the June 30, 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 condensed consolidated balance sheet at June 30, 2024 and December 31, 2023.  

  

8

  
 

3.

DIVESTITURE OF SUBSIDIARY

 

On June 1, 2023, the Company completed its divestment of Bel Stewart s.r.o., a former subsidiary in the Czech Republic which has historically been reported within Bel’s Connectivity Solutions segment. The business was sold to PEI Genesis 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 Connectivity's long-term growth objectives.

 

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

 

     
  

Total

 

Cash and cash equivalents

 $2,072 

Accounts receivable

  1,030 

Inventories

  1,310 

Property, plant and equipment

  326 

Other assets

  48 

Accounts payable

  (441)

Accrued expenses

  (126)

Income taxes payable

  (100)

Other current liabilities

  (13)

Other long-term liabilities

  (23)

Total net assets transferred

  4,083 

Consideration received

  5,063 

Gain on sale recognized

 $980 

 

 

4.

REVENUE

 

The following table provides information about disaggregated revenue by geographic region and sales channel, and includes a reconciliation of the disaggregated revenue to our reportable segments:

 

  

Three Months Ended June 30, 2024

  

Six Months Ended June 30, 2024

 
  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

 
                                 

By Geographic Region:

                                

North America

 $39,197  $45,380  $7,350  $91,927  $78,746  $89,264  $13,473  $181,483 

Europe

  14,610   11,242   1,118   26,970   30,943   20,678   2,334   53,955 

Asia

  4,744   1,200   8,364   14,308   9,109   2,165   14,583   25,857 
  $58,551  $57,822  $16,832  $133,205  $118,798  $112,107  $30,390  $261,295 
                                 

By Sales Channel:

                                

Direct to customer

 $37,572  $36,428  $11,793  $85,793  $76,397  $70,498  $21,579  $168,474 

Through distribution

  20,979   21,394   5,039   47,412   42,401   41,609   8,811   92,821 
  $58,551  $57,822  $16,832  $133,205  $118,798  $112,107  $30,390  $261,295 

   

  

Three Months Ended June 30, 2023

  

Six Months Ended June 30, 2023

 
  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

 
                                 

By Geographic Region:

                                

North America

 $64,121  $44,233  $11,345  $119,699  $126,921  $87,245  $21,700  $235,866 

Europe

  15,907   9,561   2,666   28,134   29,507   17,962   5,431   52,900 

Asia

  7,063   1,049   12,832   20,944   13,844   3,032   35,479   52,355 
  $87,091  $54,843  $26,843  $168,777  $170,272  $108,239  $62,610  $341,121 
                                 

By Sales Channel:

                                

Direct to customer

 $62,022  $35,970  $18,268  $116,260  $121,636  $69,694  $45,679  $237,009 

Through distribution

  25,069   18,873   8,575   52,517   48,636   38,545   16,931   104,112 
  $87,091  $54,843  $26,843  $168,777  $170,272  $108,239  $62,610  $341,121 

        

9

  
The balances of the Company’s contract assets and contract liabilities at  June 30, 2024 and December 31, 2023 are as follows:

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 
         

Contract assets - current (unbilled receivables)

 $5,906  $12,793 

Contract liabilities - current (deferred revenue)

 $2,320  $3,046 

 

The change in balance of our unbilled receivables from December 31, 2023 to June 30, 2024 primarily relates to a timing difference between the Company’s performance (i.e. when our product is shipped to a customer-controlled hub) and the point at which the Company can invoice the customer per the terms of the customer contract (i.e. when the customer pulls our product from the customer-controlled hub). Our deferred revenue balance at  December 31, 2023 and  June 30, 2024 primarily relates to customer prepayments on invoices, which will be recorded as revenue in the period in which the related finished goods are shipped to the customer.

   

Transaction Price Allocated to Future Obligations

 

The aggregate amount of transaction price allocated to remaining performance obligations that have not been fully satisfied as of  June 30, 2024 related to contracts that exceed one year in duration amounted to $18.4 million, with expected contract expiration dates that range largely from 2025 – 2026. It is expected that $10.1 million of this aggregate amount will be recognized in 2025, $3.8 million will be recognized in 2026 and the remainder will be recognized in years beyond 2026. The majority of the Company's orders received (but not yet shipped) at  June 30, 2024 is related to contracts that have an original expected duration of one year or less, for which the Company is electing to utilize the practical expedient available within the guidance, and are excluded from the transaction price related to these future obligations. The Company will generally satisfy the remaining performance obligations as we transfer control of the products ordered to our customers.

   

 

5.

EARNINGS PER SHARE

 

The following table sets forth the calculation of basic and diluted net earnings per common share under the two-class method for the three and six months ended June 30, 2024 and 2023:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Numerator:

                               

Net earnings

  $ 18,806     $ 27,775     $ 34,680     $ 42,347  

Less dividends declared:

                               

Class A

    127       128       256       257  

Class B

    725       742       1,472       1,490  

Undistributed earnings

  $ 17,954     $ 26,905     $ 32,952     $ 40,600  
                                 

Undistributed earnings allocation:

                               

Class A undistributed earnings

  $ 2,901     $ 4,330     $ 5,317     $ 6,533  

Class B undistributed earnings

    15,053       22,575       27,635       34,067  

Total undistributed earnings

  $ 17,954     $ 26,905     $ 32,952     $ 40,600  
                                 

Net earnings allocation:

                               

Class A net earnings

  $ 3,028     $ 4,458     $ 5,573     $ 6,790  

Class B net earnings

    15,778       23,317       29,107       35,557  

Net earnings

  $ 18,806     $ 27,775     $ 34,680     $ 42,347  
                                 

Denominator:

                               

Weighted-average shares outstanding:

                               

Class A

    2,124       2,142       2,131       2,142  

Class B

    10,492       10,634       10,551       10,636  
                                 

Net earnings per share:

                               

Class A

  $ 1.43     $ 2.08     $ 2.61     $ 3.17  

Class B

  $ 1.50     $ 2.19     $ 2.76     $ 3.34  

  

 

6.

FAIR VALUE MEASUREMENTS

 

Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date.  Entities are required to use a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.  There are three levels of inputs that may be used to measure fair value:

 

Level 1 – Observable inputs such as quoted market prices in active markets;

 

Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 

Level 3 – Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

10

   
  

June 30, 2024

 
  

Carrying value

  

Fair value

  

Cash and cash equivalents

  

Other Current Assets

 

Cash

 $61,321  $61,321  $61,321  $- 

Level 1:

                

Money market funds

  22,201   22,201   22,201   - 

Money market funds (Rabbi Trust)

  804   804   -   - 

Subtotal

  23,005   23,005   22,201   - 

Level 2:

                

Certificates of deposit and time deposits

  4,553   4,868   1,454   3,099 

Subtotal

  4,553   4,868   1,454   3,099 

Total

 $88,879  $89,194  $84,976  $3,099 

 

  

December 31, 2023

 
  

Carrying value

  

Fair value

  

Cash and cash equivalents

  

Other Current Assets

 

Cash

 $57,544  $57,544  $57,544  $- 

Level 1:

                

Money market funds

  31,188   31,188   31,188   - 

Money market funds (Rabbi Trust)

  303   303   -   303 

Subtotal

  31,491   31,491   31,188   303 

Level 2:

                

Certificates of deposit and time deposits

  3,629   3,926   639   2,990 

Subtotal

  3,629   3,926   639   2,990 

Total

 $92,664  $92,961  $89,371  $3,293 

 

As of June 30, 2024 and December 31, 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 $0.8 million at  June 30, 2024 and $0.3 million at December 31, 2023

 

Throughout 2024 and 2023, the Company entered into a series of foreign currency forward contracts, the fair value of which was ($0.5) million at  June 30, 2024 and $0.5 million at  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).

 

The Company is a party to two interest rate swap agreements as further described in Note 10, "Derivative Instruments and Hedging Activities". The fair value of the interest rate swap agreements was $4.0 million at June 30, 2024 and $4.0 million at  December 31, 2023, which was based on market data, 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 and their classifications in our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 were as follows:

   

 

Balance Sheet Classification

 

June 30, 2024

  

December 31, 2023

 

Derivative assets:

         

Foreign currency forward contracts:

         

Designated as cash flow hedges

Other current assets

 $-  $- 

Non designated as hedging instruments

Other current assets

  -   486 

Interest rate swap agreements:

         

Designated as a cash flow hedge

Other assets

  4,012   3,960 

Total derivative assets

 $4,012  $4,446 
          

Derivative liabilities:

         

Foreign currency forward contracts:

         

Designated as cash flow hedges

Other current liabilities

 $232  $5 

Not designated as hedging instruments

Other current liabilities

  292   - 

Total derivative liabilities

 $524  $5 

 

The Company does not have any financial assets measured at fair value on a recurring basis categorized as Level 3, and there were no transfers in or out of Level 1, Level 2 or Level 3 during the six months ended June 30, 2024 or  June 30, 2023. There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the six months ended June 30, 2024 or  June 30, 2023.

 

There were no financial assets accounted for at fair value on a nonrecurring basis as of  June 30, 2024 or December 31, 2023.

  

11

 

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  June 30, 2024 and December 31, 2023, the estimated fair value of total debt was $60.0 million at each date, compared to a carrying amount of $60.0 million at each date. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of June 30, 2024.

 

Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets, long-lived assets and the net liability related to the put/call options pursuant to the innolectric investment agreement, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment upon the occurrence of a triggering event or in the case of goodwill, on at least an annual basis. Based on the Company's assessment, it was concluded that no triggering events occurred during the six months ended June 30, 2024 or June 30, 2023.  

 

 

7.

INVENTORIES

 

The components of inventories are as follows:

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Raw materials

  $ 54,903     $ 63,647  

Work in progress

    44,000       42,038  

Finished goods

    29,028       30,855  

Inventories

  $ 127,931     $ 136,540  

  

 

8.

 PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consist of the following:

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 

Land

 $117  $348 

Buildings and improvements

  12,945   15,286 

Machinery and equipment

  98,439   98,527 

Construction in progress

  1,507   1,567 
   113,008   115,728 

Accumulated depreciation

  (77,926)  (79,195)

Property, plant and equipment, net

 $35,082  $36,533 

 

Depreciation expense was $2.3 million and $2.2 million, respectively, for the three months ended  June 30, 2024 and 2023 and $4.6 million and $4.2 million, respectively, for the six months ended  June 30, 2024 and 2023. Depreciation expense related to our manufacturing facilities and equipment is included in cost of sales and depreciation expense associated with administrative facilities and office equipment is included in selling, general and administrative expense within the accompanying condensed consolidated statements of operations.

 

At June 30, 2024, a total of $2.1 million of property was classified as assets held for sale within other current assets on the accompanying condensed consolidated balance sheets related to property in Glen Rock, Pennsylvania and several buildings in Zhongshan, PRC. 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 condensed consolidated balance sheets related solely to the buildings in Zhongshan, PRC. 

 

  

 

9.

ACCRUED EXPENSES

 

Accrued expenses consist of the following:

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Salaries, bonuses and related benefits

  $ 22,370     $ 33,566  

Deferred revenue

    2,320       3,046  

Accrued restructuring costs

    4,054       5,498  

Sales commissions

    2,377       2,347  

Warranty accrual

    1,659       1,542  

Other

    6,136       8,658  
    $ 38,916     $ 54,657  

 

The change in warranty accrual during the six months ended June 30, 2024 primarily related to repair costs incurred and adjustments to pre-existing warranties. There were no new material warranty charges incurred during the six months ended June 30, 2024.

 

Restructuring Activities:

 

Activity and liability balances related to restructuring costs for the six months ended June 30, 2024 are as follows:

 

           

Six Months Ended

         
           

June 30, 2024

         
   

Liability at

           

Cash Payments

   

Liability at

 
   

December 31,

   

New

   

and Other

   

June 30,

 
   

2023

   

Charges

   

Settlements

   

2024

 

Severance costs

  $ 1,551     $ 703     $ (2,045 )   $ 209  

Other restructuring costs

    3,947       -       (102 )     3,845  

Total

  $ 5,498     $ 703     $ (2,147 )   $ 4,054  

 

The new charges and ending liability balance noted above for severance costs largely relate to an initiative within our Connectivity segment related to the transition of certain manufacturing from our Glen Rock, Pennsylvania facility to other existing Bel sites. The balances in other restructuring costs in the table above as of December 31, 2023 and June 30, 2024 largely related to remaining liabilities associated with the Company's facility consolidation project in the PRC whereby two of our Magnetic Solutions manufacturing sites were consolidated into a single new site.
 

10.    

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

Our primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk, when deemed appropriate. We enter into these contracts in the normal course of business to mitigate risks and not for speculative purposes.

 

Foreign Currency Forward Contracts

 

Under our risk management strategy, we periodically use foreign currency forward contracts to manage our short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. These cash flow exposures result from portions of our forecasted operating expenses, primarily compensation and related expenses, which are transacted in currencies other than the U.S. dollar, most notably the Chinese renminbi and the Mexican peso. These foreign currency forward contracts generally have maturities of no longer than twelve months, although occasionally we will execute a contract that extends beyond twelve months, depending upon the nature of the underlying risk. 

 

We held outstanding foreign currency forward contracts with notional amounts of $18.8 million and $25.8 million as of June 30, 2024 and December 31, 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 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. 

  

13

 

Interest Rate Swap Agreements

 

To partially mitigate risks associated with the variable interest rates on the revolver borrowings under the Company's credit agreement (as defined and described in Note 11, "Debt", below), in November 2021, we executed a pay-fixed, receive-variable interest rate swap agreement with each of two multinational financial institutions under which we, prior to the January 2023 amendment described below which transitioned the reference rate from LIBOR to SOFR, (i) paid interest at a fixed rate of 1.3055% and received variable interest of one-month LIBOR on a notional amount of $30.0 million and (ii) paid interest at a fixed rate of 1.3180% and received variable interest of one-month LIBOR on a notional amount of $30.0 million (as amended to date, the “2021 Swaps”).  The effective date of the 2021 Swaps was December 31, 2021, and settlements with the counterparties began on January 31, 2022 and occur on a monthly basis. The 2021 Swaps will terminate on August 31, 2026. In January 2023, and in connection with related changes to its credit agreement, the Company amended the 2021 Swaps to transition the related reference rates in these agreements from LIBOR to SOFR, effective January 31, 2023. Under the amended 2021 Swaps, the Company is required to pay interest on the notional amount at the rate of 1.334% and 1.348%, respectively, in exchange for the daily SOFR rate plus 10 basis points. 

 

The 2021 Swaps are designated as cash flow hedges for accounting purposes and as such, changes in their fair value are recognized in accumulated other comprehensive loss in the consolidated balance sheet and are reclassified into the statement of operations within interest expense in the period in which the hedged transaction affects earnings. 

 

Fair Values of Derivative Financial Instruments

 

See Note 6, "Fair Value Measurements" for the gross fair values of the Company's derivative assets and liabilities as of June 30, 2024 and December 31, 2023.

 

Derivative Financial Instruments in Cash Flow Hedging Relationships

 

The effects of derivative financial instruments designated as cash flow hedges on accumulated other comprehensive loss (“AOCL”) and on the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 were as follows: 

    

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Net (losses) gains recognized in AOCL:

                

Foreign currency forward contracts

 $(77) $(1,091) $(188) $(1,452)

Interest rate swap agreements

  331   1,351   1,286   943 
  $254  $260  $1,098  $(509)
                 

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

                

Foreign currency forward contracts

 $(83) $(37) $(351) $114 

Interest rate swap agreements

  622   562   1,237   1,048 
  $539  $525  $886  $1,162 

   

The losses related to the foreign currency forward contracts are included as a component of currency translation adjustment on the accompanying condensed consolidated statements of comprehensive income for the six months ended  June 30, 2024 and 2023.

 

Derivative Financial Instruments Not Designated as Hedging Instruments

 

Gains recognized on derivative financial instruments not designated as hedging instruments in our condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 were as follows: 

 

   

Three Months Ended

  

Six Months Ended

 
   

June 30,

  

June 30,

 
 

Classification in Consolidated Statements of Operations

 

2024

  

2023

  

2024

  

2023

 

Foreign currency forward contracts

Other (expense)/income, net

 $103  $34   262  $34 
   $103  $34  $262  $34 

   

14

 
 

11.

 DEBT

 

The Company has a Credit and Security Agreement with KeyBank National Association (as amended, the "credit agreement" or the "CSA"). The CSA provides a $175 million 5-year senior secured revolving credit facility ("Revolver"), with a sublimit of up to $10 million available for letters of credit and a sublimit of up to $5 million available for swing line loans. Revolving loans borrowed under the CSA mature on September 1, 2026. At  June 30, 2024 and  December 31, 2023, outstanding borrowings under the revolver amounted to $60 million at each date. The unused credit available under the credit facility was $115 million at each of June 30, 2024 and December 31, 2023. The Company incurred $0.4 million and $0.9 million of interest expense during the three months ended June 30, 2024 and 2023, respectively, and $0.8 million and $1.9 million during the six months ended June 30, 2024 and June 30, 2023, respectively, in connection with interest due on its outstanding borrowings under the CSA during each period, including the effects of the 2021 Swaps and amortization of deferred financing costs. During  January 2023, the Company amended its CSA and related 2021 Swaps to transition the reference rate from LIBOR to SOFR effective  January 31, 2023.

 

The interest rate in effect at  June 30, 2024 and December 31, 2023 was 2.47% at each date. Our full debt balance at each of  June 30, 2024 and December 31, 2023 was covered by the 2021 Swaps, as further described in Note 10, "Derivative Instruments and Hedging Activities". No outstanding borrowings were subject to a variable interest rate at June 30, 2024 or December 31, 2023.

 

The credit agreement contains customary representations and warranties, covenants and events of default.  In addition, the credit agreement contains financial covenants that measure (i) the ratio of the Company’s total funded indebtedness, on a consolidated basis, less the aggregate amount of all unencumbered cash and cash equivalents, to the amount of the Company’s consolidated EBITDA (“Leverage Ratio”) and (ii) the ratio of the amount of the Company’s consolidated EBITDA to the Company’s consolidated fixed charges (“Fixed Charge Coverage Ratio”).  If an event of default occurs, the lenders under the credit agreement would be entitled to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a secured creditor.  

 

At June 30, 2024, the Company was in compliance with its debt covenants, including its most restrictive covenant, the Fixed Charge Coverage Ratio.

   

 

12.

INCOME TAXES

 

The Company's estimated taxable income in future periods is not on a legal entity basis and therefore income tax expense for the interim period is not measured using the annual effective tax rate ("AETR") method. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2020 and for state examinations before 2017. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2013 in Asia and generally 2015 in Europe. 

 

As a result of the expiration of the statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized benefits for tax positions taken regarding previously filed tax returns may change materially from those recorded as liabilities for uncertain tax positions in the Company’s condensed consolidated financial statements at June 30, 2024The Company’s liabilities for uncertain tax positions totaled $18.0 million at June 30, 2024 and $19.8 million at  December 31, 2023, of which $2.7 million was resolved during the six months ended June 30, 2024 by way of expiration of the related statute of limitations. These remaining amounts, if recognized, would reduce the Company’s effective tax rate.

 

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 six months ended June 30, 2024 and 2023, the Company recognized $0.2 million and $0.3 million, in each period, of interest and penalties in the condensed consolidated statements of operations. The Company has approximately $1.1 million and $2.0 million accrued for the payment of interest and penalties at  June 30, 2024 and  December 31, 2023, respectively, which is included in liability for uncertain tax positions in the condensed consolidated balance sheets.

 

 

13.

RETIREMENT, SAVINGS AND DEFERRED COMPENSATION PLANS

 

The Company maintains the Bel Fuse Inc. Employees’ Savings Plan, a defined contribution plan that is intended to meet the applicable requirements for tax-qualification under sections 401(a) and (k) of the Internal Revenue Code of 1986, as amended. The expense for the three months ended June 30, 2024 and 2023 amounted to $0.3 million in each period. The expense for the six months ended June 30, 2024 and 2023 amounted to $0.9 million and $0.7 million, respectively. The Company’s matching contribution is made in the form of Bel Fuse Inc. Class A common stock. As of June 30, 2024, the plan owned 271,013and 59,080 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.  

 

The Company also maintains a Nonqualified Deferred Compensation Plan (the "DCP"). With certain exceptions, the Company's contributions to the DCP are discretionary and become fully vested by the participants upon reaching age 65The expense for the three months ended June 30, 2024 and 2023 amounted to less than $0.1 million during each period. The expense for the six months ended  June 30, 2024 and 2023 amounted to $0.1 million during each period. As the plan is fully funded, the assets and liabilities related to the DCP were in equal amounts of $1.2 million at  June 30, 2024 and $1.0 million at  December 31, 2023. These amounts are included in other assets and other liabilities, respectively, on the accompanying condensed consolidated balance sheets as of each date. 

 

The Company's subsidiaries in Asia have a retirement fund covering substantially all of their Hong Kong based full-time employees. The expense for the three months ended June 30, 2024 and 2023 amounted to $0.1 million and $0.3 million, respectively. The expense for the six months ended June 30, 2024 and 2023 amounted to $0.2 million and $0.9 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.  As discussed in Note 6 above, the Company has investments in a rabbi trust which are intended to fund the obligations of the SERP.

 

The components of SERP expense are as follows:

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Service cost

 $99  $92  $198  $185 

Interest cost

  226   221   452   443 

Net amortization

  20   18   40   35 

Net periodic benefit cost

 $345  $331  $690  $663 

  

15

 

The service cost component of net benefit cost is presented within cost of sales, research and development costs or selling, general and administrative expense on the accompanying condensed consolidated statements of operations, in accordance with where compensation cost for the related associate is reported. All other components of net benefit cost, including interest cost and net amortization noted above, are presented within other (expense)/income, net in the accompanying condensed consolidated statements of operations.

 

The following amounts are recognized net of tax in accumulated other comprehensive loss:

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 

Prior service cost

 $172  $212 

Net gain

  (1,336)  (1,336)
  $(1,164) $(1,124)

  

 

14.

ACCUMULATED OTHER COMPREHENSIVE LOSS

 

The components of accumulated other comprehensive loss at  June 30, 2024 and December 31, 2023 are summarized below:

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 
         

Foreign currency translation adjustment, net of taxes of ($302) at June 30, 2024 and ($276) at December 31, 2023

 $(21,198) $(16,423)

Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0 at June 30, 2024 and $0 at December 31, 2023

  4,009   3,960 

Unrealized holding gains on marketable securities, net of taxes of ($7) at June 30, 2024 and ($7) at December 31, 2023

  20   19 

Unfunded SERP liability, net of taxes of $727 at June 30, 2024 and $718 at December 31, 2023

  437   407 
         

Accumulated other comprehensive loss

 $(16,732) $(12,037)

 

Changes in accumulated other comprehensive loss by component during the six months ended June 30, 2024 are as set forth below. All amounts are net of tax:

  

                      
  

Foreign Currency

  

Unrealized Gains on

  

Unrealized Holding

          
  

Translation

  

Interest Rate Swap

  

Gains on

  

Unfunded

      
  

Adjustment

  

Cash Flow Hedge

  

Marketable Securities

  

SERP Liability

   

Total

 
                      

Balance at December 31, 2023

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

Other comprehensive (loss) income before reclassifications

  (5,126)  1,286   1   61    (3,778)

Amount reclassified from accumulated other comprehensive loss

  351   (1,237)  -   (31)

(a)

  (917)

Net current period other comprehensive (loss) income

  (4,775)  49   1   30    (4,695)
                      

Balance at June 30, 2024

 $(21,198) $4,009  $20  $437   $(16,732)

 

(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)/income, net on the accompanying condensed consolidated statements of operations.

 

  

 

15.

COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

The Company is party to a number of legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material adverse effect on the Company's consolidated results of operations or consolidated financial position.

 

On June 23, 2021, a patent infringement lawsuit styled Bel Power Solutions, Inc. v. Monolithic Power Systems, Inc., Case Number 6:21cv00655, was filed in the United States District Court for the Western District of Texas (Waco Division) by Bel Power Solutions, Inc. against Monolithic Power Systems, Inc. ("MPS") for infringement of various patents directed towards systems, methods and articles of manufacture that provide a substantial improvement in power control for circuits, including novel and unique point-of-load regulators. On July 27, 2023, the Western District of Texas court filed an Order granting MPS’s motion for summary judgment of non-infringement. The Court’s memorandum and opinion is forthcoming. The Company is evaluating its options for appeal.

 

In connection with the Company's 2014 acquisition of the Power-One Power Solutions business ("Power Solutions") of ABB Ltd., there is an ongoing claim by the Arezzo Revenue Agency in Italy concerning certain tax matters related to what was then Power-One Asia Pacific Electronics Shenzhen Co. Ltd. (now Bel Power Solutions Asia Pacific Electronics Shenzhen Co. Ltd, or “BPS China”) for the years 2004 to 2006. In September 2012, the Tax Court of Arezzo ruled in favor of BPS China and cancelled the claim. In February 2013, the Arezzo Revenue Agency filed an appeal of the Tax Court’s ruling. The hearing of the appeal was held on October 2, 2014.  On October 13, 2014, BPS China was informed of the Regional Tax Commission of Florence ruling which was in favor of the Arezzo Revenue Agency and against BPS China. An appeal was filed on July 18, 2015 before the Regional Tax Commission of Florence and rejected. On December 5, 2016, the Arezzo Revenue Agency filed an appeal with the Supreme Court and BPS China filed a counter-appeal on January 4, 2017. The Supreme Court 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 condensed consolidated balance sheets at  June 30, 2024 and  December 31, 2023. As Bel is entitled to be fully indemnified in this matter per the terms of the stock purchase agreement with ABB, a corresponding other asset for indemnification is also included in other assets on the accompanying condensed consolidated balance sheets at June 30, 2024 and December 31, 2023.

 

In connection with the Company's 2021 acquisition of EOS Power ("EOS"), there is an ongoing claim asserted with respect to EOS by the Principal Commissioner of Customs (Preventive), Mumbai related to customs duties and imposed fines and penalties dating back to 1994. The original demand was in the amount of approximately$1.4 million, of which EOS has paid $0.5 million. EOS filed an Appeal in 2016 which is pending with the Customs, Excise and Service Tax Appellate Tribunal in Mumbai related to the $0.9 million balance of the original demand net of EOS' payment. As part of the EOS acquisition agreement entered into in March 2021, the Company is 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. As such, no estimate was accrued as of  June 30, 2024

 

The Company is not a party to any other legal proceeding, the adverse outcome of which is likely to have a material adverse effect on the Company's consolidated financial condition or consolidated results of operations.

  

 

16.

SEGMENTS

 

The Company operates in one industry with three reportable operating segments, which represent the Company's three product groups, consisting of Power Solutions and Protection, Connectivity Solutions and Magnetic Solutions. The primary criteria by which financial performance is evaluated and resources are allocated are revenue and gross profit. The following is a summary of key financial data:

  

  

Three Months Ended June 30, 2024

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  Corporate  

Total

 

Revenue

 $58,551  $57,822  $16,832  $-  $133,205 

Gross Profit

  26,736   22,512   4,442   (294)  53,396 

Gross Profit %

  45.7%  38.9%  26.4%  nm   40.1%

  

  

Three Months Ended June 30, 2023

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  

Corporate

  

Total

 

Revenue

 $87,091  $54,843  $26,843  $-  $168,777 

Gross Profit

  31,124   20,512   6,595   (2,694)  55,537 

Gross Profit %

  35.7%  37.4%  24.6%  nm   32.9%

     

  

Six Months Ended June 30, 2024

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  Corporate  

Total

 

Revenue

 $118,798  $112,107  $30,390  $-  $261,295 

Gross Profit

  53,252   42,129   6,616   (523)  101,474 

Gross Profit %

  44.8%  37.6%  21.8%  nm   38.8%

   

  

Six Months Ended June 30, 2023

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  Corporate  

Total

 

Revenue

 $170,272  $108,239  $62,610  $-  $341,121 

Gross Profit

  60,804   38,708   14,763   (5,074)  109,201 

Gross Profit %

  35.7%  35.8%  23.6%  nm   32.0%

 

   

17

   

 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s condensed consolidated financial statements and the related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our 2023 Annual Report on Form 10-K and our consolidated financial statements and related notes set forth in Item 8 of Part II of our 2023 Annual Report on Form 10-K. See Part II, Item 1A, “Risk Factors,” below and “Cautionary Notice Regarding Forward-Looking Information,” above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our Forward-Looking Statements. All amounts and percentages are approximate due to rounding and all dollars in the text are in millions, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” we are referring to our “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1, of this Quarterly Report on Form 10-Q, unless the context indicates otherwise.  All amounts noted within the tables are in thousands and amounts and percentages are approximate due to rounding.

 

Overview

 

Our Company

 

We design, manufacture and market a broad array of products that power, protect and connect electronic circuits.  These products are primarily used in the networking, telecommunications, computing, general industrial, high-speed data transmission, military, commercial aerospace, transportation and eMobility industries. Our portfolio of products also finds application in the automotive, medical and consumer electronics markets.

 

We operate through three product group segments. In the six months ended June 30, 2024, 45% of our revenues were derived from Power Solutions and Protection, 43% from our Connectivity Solutions and 12% from our Magnetic Solutions operating segment.

 

Our operating expenses are driven principally by the cost of labor where the factories that we use are located, the cost of the materials that we use and our ability to effectively and efficiently manage overhead costs. As labor and material costs vary by product line and region, any significant shift in product mix can have an associated impact on our costs of sales. Costs are recorded as incurred for all products manufactured. Such amounts are determined based upon the estimated stage of production and include materials, labor cost and fringes and related allocations of factory overhead. Our products are manufactured at various facilities in the United States, Mexico, Dominican Republic, United Kingdom, Slovakia, India and the People’s Republic of China (PRC).

 

We have little visibility into the ordering habits of our customers and we can be subjected to large and unpredictable variations in demand for our products. Accordingly, we must continually recruit and train new workers to replace those lost to attrition and be able to address peaks in demand that may occur from time to time. These recruiting and training efforts and related inefficiencies, and overtime required in order to meet any increase in demand, can add volatility to the labor costs incurred by us.

 

Key Factors Affecting our Business 

 

We believe that in addition to recent global inflationary pressures on the costs of goods and services in general, and ongoing conflicts/political unrest including in or near the countries in which Bel operates, the key factors affecting and/or potentially affecting our results for the six months ended June 30, 2024 and/or future results include the following:

 

 

Revenues – Our revenues in the first six months of 2024 were down $79.8 million, or 23.4% as compared to the same period of 2023. The decrease was driven by our Power Solutions and Protection and Magnetics Solutions segments and largely related to lower demand from our networking customers and distribution partners as we believe they continue to work through inventory on hand. These decreases were offset in part by a modest increase in sales at our Connectivity Solutions group, driven by increased sales through our distribution channels and military end markets. 

 

 

Backlog – Our backlog of orders amounted to $304 million at June 30, 2024, a decrease of $69.0 million, or 18%, from December 31, 2023. From year-end 2023 to June 30, 2024, we saw a 30% decrease in the backlog for our Power Solutions and Protection business, a decline in backlog of 11% in our Magnetic Solutions business and a 2% increase in backlog level at our Connectivity Solutions business. Order volumes in general have been lower in recent quarters which we believe to be due in part to our customers' working through inventory on hand.

 

 

 

Product Mix – Material and labor costs vary by product line and any significant shift in product mix between higher- and lower-margin product lines will have a corresponding impact on our gross margin percentage. In general, our Connectivity products have historically had the highest-contribution margins of our three product groups given the harsh environment and high-reliability nature of these products and the end markets they serve. Our Power products have a higher-cost bill of materials and are impacted to a greater extent by changes in material costs. As our Magnetic Solutions products are more labor-intensive in nature, margins on these products are impacted to a greater extent by minimum and market-based wage increases in the PRC and fluctuations in foreign exchange rates between the U.S. Dollar and the Chinese Renminbi. Fluctuations in revenue volume among our product groups will have a corresponding impact on our profit margins. See "Results of Operations - Summary by Operating Segment - Revenue and Gross Margin" below for further details.

 

 

Pricing and Availability of Materials – There has been some stabilization of raw materials pricing since the second half of 2023; however overall our cost of materials remains elevated. Supply constraints have eased related to components that constitute raw materials in our manufacturing processes, particularly with capacitors, resistors and copper. Lead times are still above normal though suppliers are now meeting the agreed delivery deadlines with more regularity. In addition, COVID remains a potential supply continuity risk due to the unknown nature of future outbreaks including potential further variants. Additionally, our access to parts or materials, and our ability to contract with suppliers utilized previously, may be limited or prohibited from time to time by trade restrictions or other legal or regulatory enactments. We anticipate some downward pressure on our Power sales given recently enacted trade restrictions on one of our former suppliers previously utilized for this segment, which had historically supported approximately $3 to $4 million per quarter of our sales into the consumer end market. We are currently evaluating alternative manufacturing options for the components previously supplied by this manufacturer. To the extent our suppliers in the PRC are negatively impacted by new or amended regulations, any such negative implications could adversely impact our supply chain, including in the form of increased costs, disruptions, shortages or unavailability of product or component parts, and/or other deleterious consequences, which could materially adversely affect our business and operating results. The preceding discussion of "Pricing and Availability of Materials" contains Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information."

     
 

Labor Costs – Labor costs represented 7.7% of revenue during the first six months of 2024 as compared to 6.6% of revenue during the same period of 2023. The increase in labor costs as a percentage of sales for the first six months of 2024 was largely impacted by the retention of a certain level of direct labor associates within our Magnetic Solutions business to accommodate the anticipated rebound within this segment. In addition, effective January 1, 2024, the statutory minimum wage rate in Mexico was increased by 20%, impacting labor costs at our Reynosa and Cananea, Mexico factories. We estimate the additional cost associated with this increase will be approximately $1.4 million annually. Also effective January 1, 2024, minimum wage increases which went into effect at our factory in Slovakia are expected to result in approximately $0.3 million of higher labor costs at that facility in 2024 as compared to 2023. This and any future increases in minimum wage rates will have an unfavorable impact on Bel's profit margins. The preceding five sentences represent Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information."

     
  Inflationary Pressures - Inflationary pressures could continue to result in higher input costs, including those related to our raw materials, labor, freight, utilities, healthcare and other expenses. Our future operating results will depend, in part, on our continued ability to manage these fluctuations through pricing actions, cost savings initiatives and sourcing decisions. The preceding two sentences contain Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information."

 

 

Restructuring – In late 2023, we initiated a restructuring initiative within our Connectivity segment related to the transition of certain manufacturing from our Glen Rock, Pennsylvania facility to other existing Bel sites (the “Glen Rock initiative”). During the second quarter of 2024, the Company incurred $0.1 million, primarily severance costs, related to this initiative. Also during the second quarter of 2024, the Company incurred $0.5 million of severance costs in connection with headcount reductions within our Magnetics segment, in response to the lower sales volume in recent quarters within that segment. We anticipate annualized cost savings in excess of $1.0 million in connection with the Glen Rock initiative to be realized gradually over the course of fiscal year 2024. The Company will continue to review its operations to optimize the business, which may result in restructuring costs being recognized in future periods. The preceding sentences represent Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information."

 

 

Impact of Foreign Currency – As further described below, during the six months ended June 30, 2024, labor and overhead costs were $0.4 million lower than the corresponding 2023 period primarily due to a favorable foreign exchange environment involving the Chinese Renminbi, partially offset by an unfavorable foreign exchange fluctuations in the Mexican Peso, as compared to the prior year period. We realized foreign exchange transactional gains of $0.4 million during the six months ended June 30, 2024, due to the fluctuation of the spot rates of certain currencies in effect when translating our balance sheet accounts at June 30, 2024 versus those in effect at December 31, 2023. Since we are a U.S. domiciled company, we translate our foreign currency-denominated financial results into U.S. dollars. Due to the changes in the value of foreign currencies relative to the U.S. dollar, translating our financial results and the revaluation of certain intercompany as well as third-party transactions to and from foreign currencies to U.S. dollars may result in a favorable or unfavorable impact to our consolidated statements of operations and cash flows. We were favorably impacted by transactional foreign exchange gains in the six months of 2024 due to the depreciation of the Chinese Renminbi against the U.S. dollar, which was partially offset by an appreciation of the Mexican Peso against the U.S. dollar, as compared to exchange rates in effect during 2023. We have significant manufacturing operations located in in the PRC and Mexico where labor and overhead costs are paid in local currency. As a result, the U.S. Dollar equivalent costs of these operations were approximately $0.8 million lower in the PRC, partially offset by higher costs in Mexico of approximately $0.5 million, in the six months ended June 30, 2024 as compared to the comparable period in 2023. We monitor changes in foreign currencies and have historically implemented foreign currency forward contracts, and may continue to implement pricing actions to help mitigate the impact that changes in foreign currencies may have on our consolidated operating results. The preceding sentence represents a Forward-Looking Statement. See "Cautionary Notice Regarding Forward-Looking Information."

 

 

Effective Tax Rate – Our effective tax rate will fluctuate based on the geographic regions in which our pretax profits are earned. Of the geographic regions in which we operate, the U.S. and Europe’s tax rates are generally equivalent; and Asia has the lowest tax rates of our three geographical regions.  See Note 12, “Income Taxes”.

 

 

Results of Operations - Summary by Operating Segment

 

Revenue and Gross Margin 

 

Our revenue and gross margin by operating segment for the three and six months ended June 30, 2024 and 2023 were as follows:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

Revenue

   

Gross Margin

   

Revenue

   

Gross Margin

 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Power solutions and protection

  $ 58,551     $ 87,091       45.7 %     35.7 %   $ 118,798     $ 170,272       44.8 %     35.7 %

Connectivity solutions

    57,822       54,843       38.9 %     37.4 %     112,107       108,239       37.6 %     35.8 %

Magnetic solutions

    16,832       26,843       26.4 %     24.6 %     30,390       62,610       21.8 %     23.6 %
    $ 133,205     $ 168,777       40.1 %     32.9 %   $ 261,295     $ 341,121       38.8 %     32.0 %

  

Power Solutions and Protection: 

 

Sales of our Power Solutions and Protection products were lower by $28.5 million (32.8%) and $51.5 million (30.3%) during the three and six months ended June 30, 2024, respectively, as compared to the same periods of 2023. The decrease resulted primarily from a decline in sales of our power products into networking applications of $15.8 million (46.3%) during the second quarter of 2024 and $33.2 million (47.8%) during the first six months of 2024 as compared to the same periods of 2023. Sales of our CUI products were down by $6.3 million (43.1%) and $11.1 million (38.1%) during the three and six months that ended June 30, 2023, respectively, as compared to the same periods of 2024. Sales of products into the eMobility end market decreased by $4.5 million and $5.7 million, and our circuit protection products declined by $1.2 million and $2.1 million during the second quarter and first half of 2024 compared to the corresponding periods of 2023. Further, raw material expedite fee revenue for our Power segment declined by $5.7 million and $13.4 million during the three and six months ended June 30, 2024, respectively, as compared to the same periods of 2023. These areas of decline were partially offset by a $3.2 million and $6.5 million increase in sales of our rail products during the second quarter and first half of 2024 compared to the same periods of 2023.

 

Our gross margin for the Power segment improved in the 2024 periods presented compared to those from the same periods of 2023 despite the challenge of a lower sales volume. This improvement resulted from our strategic pricing actions, favorable exchange rates with the Chinese Renminbi versus the U.S. dollar, a lower volume of low-margin expedite fees, and a favorable shift in product mix. 

 

Connectivity Solutions:

 

Sales of our Connectivity Solutions products increased by $3.0 million (5.4%) and $3.9 million (3.6%) during the three and six months ended June 30,2024, respectively, as compared to the same periods of 2023. This increase was primarily due to increased volume of Connectivity Solutions products sold through our distribution channels during the second quarter of 2024, providing incremental growth of $2.5 million (13.4%) during the second quarter and $3.1 million (8.0%) during the first quarter of 2024, as compared to the same periods of 2023Sales of Connectivity products into the military end market also grew by $0.2 million (2.0%) and $0.6 million (2.6%) during the three and six months ended June 30, 2024, respectively, as compared to the same periods of 2023. Gross margins for the 2024 periods presented above were favorably impacted by pricing actions on certain contract renewals and operational efficiencies from the facility consolidations completed in 2023, partially offset by higher wage rates in Mexico and an unfavorable fluctuation in exchange rates between the U.S. dollar and Mexican peso in the 2024 periods as compared to the 2023 periods presented.  

 

Magnetic Solutions:

 

Sales of our Magnetic Solutions products declined by $10 million (37.3%) and $32.2 million (51.5%) during the three and six months ended June 30,2024, respectively, as compared to the same periods of 2023. Reduced demand for our Magnetic Solutions products from our networking customers and through our distribution channels has been the primary driver of the lower demand as we believe by these customers continue to work through inventory on hand. The lower sales volume, partially offset by favorable exchange rates with the Chinese Renminbi versus the U.S. dollar, were the primary drivers of gross margin reduction for this product group during the first half of 2024 as compared to the same period of 2023. 

 

Cost of Sales

 

Cost of sales as a percentage of revenue for the three and six months ended June 30, 2024 and 2023 consisted of the following:

  

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Material costs

    27.8 %     41.3 %     28.0 %     42.4 %

Labor costs

    7.7 %     6.4 %     7.9 %     6.6 %

Support Labor & Fringe

    11.4 %     10.1 %     11.6 %     10.0 %
Other expenses     13.0 %     9.3 %     13.7 %     9.0 %

Total cost of sales

    59.9 %     67.1 %     61.2 %     68.0 %

  

Material costs as a percentage of sales during the three and six months ended June 30, 2024 were lower compared to the same periods of 2023, due to the stabilization of raw material pricing, shorter lead times, a shift in product mix and better procurement efforts. Labor costs in the 2024 periods as a percentage of sales have increased compared to the each of second quarter and first half of 2023 due lower sales volume, a shift in product mix, an unfavorable fluctuation of the Mexican Peso exchange rate versus the U.S. Dollar in 2024 compared to the previous year, and the increase in statutory minimum wage rate in Mexico. This increase in labor cost was partially offset by lower labor costs in China due to the favorable fluctuation in the Chinese Renminbi exchange rate versus the U.S. Dollar.

 

The other expenses noted in the table above include fixed cost items such as support labor and fringe, depreciation and amortization, and facility costs (rent, utilities, insurance). The percentage of other expenses as a cost of sales has increased during the three and six months ended June 30, 2024, due to the lower sales volume in the 2024 periods presented as compared to the same periods of 2023.

 

 

Research and Development ("R&D") Expense

 

R&D expense amounted to $6.0 million for each of the three month periods ended June 30, 2024 and 2023 and $11.2 million for each of the six month periods ended June 30, 2024 and 2023.

 

Selling, General and Administrative Expense (“SG&A”)

 

SG&A expenses were $24.1 million for the second quarter of 2024, down from $25.1 million in the second quarter of 2023. This decrease in SG&A was largely the result of a $1.2 million decline in legal and professional fees, as the second quarter of 2023 included costs associated with the MPS patent infringement lawsuit further described in Note 15, "Commitments and Contingencies", which did not recur in the second quarter of 2024. Commissions were also lower by $0.1 million in the second quarter of 2024 as compared to the second quarter of 2023 due to the lower sales base in the 2024 period. These declines were largely offset by higher salaries and fringe benefits of $1.2 million and an increase of $0.3 million in a variety of other expenses, including amortization, advertising and travel.

 

SG&A expenses were $49.1 million for the first half of 2024, down from $50.4 million in the first half of 2023. This decrease in SG&A was largely the result of a $2.4 million decline in legal and professional fees, largely due to costs associated with the aforementioned MPS patent infringement lawsuit, which did not recur in the first half of 2024. Commissions were also lower by $0.6 million in the six months ended June 30 2024, as compared to the same period of 2023 due to the lower sales base in the 2024 period. These declines were largely offset by higher salaries and fringe benefits of $2.1 million and an increase of $0.7 million in a variety of other expenses, including amortization, advertising and travel.

 

Other (Expense)/Income, Net

 

Other (expense)/income, net was $0.5 million and $0.3 million for the three months ended June 30, 2024 and 2023, respectively. The year-over-year change within this line item was largely driven by the market fluctuations in our SERP investments which resulted in a gain of $0.1 million and $0.4 million during the three months ended June 30, 2024 and 2023, respectively. The Company also recorded losses of $0.3 million and $0.4 million associated with its investment in innolectric during the second quarters of 2024 and 2023, respectively. We also realized foreign exchange transactional loss of $0.3 million during each of the three month periods ended June 30, 2024 and 2023 due to the fluctuation of the spot rates of certain currencies in effect when translating our balance sheet accounts at June 30, versus those in effect at March 31, each year. 

 

Other (expense)/income, net was $1.3 million and $0.1 million for the six months ended June 30, 2024 and 2023, respectively. The year-over-year change within this line item was largely driven by the market fluctuations in our SERP investments which resulted in a gain of $0.8 million during each of the six months ended June 30, 2024 and 2023. The Company also recorded $0.1 million of loss associated with its investment in innolectric during the first half of 2024We also realized foreign exchange transactional gains of $0.4 million during the six months ended June 30, 2024, due to the fluctuation of the spot rates of certain currencies in effect when translating our balance sheet accounts at June 30, 2024 versus those in effect at December 31, 2023. This compares to foreign exchange transactional losses of $0.5 million recorded during the first half of 2023.

 

Provision for Income Taxes

 

The Company’s effective tax rate will fluctuate based on the geographic regions in which the pretax profits are earned. Of the jurisdictions in which the Company operates, the U.S. and Europe’s tax rates are generally equivalent; and Asia has the lowest tax rates of the Company’s three geographic regions. See Note 12, “Income Taxes”.

 

The provision for (benefit from) income taxes for the three months ended June 30, 2024 and 2023 was $4.1 million and ($0.5) million, respectively. The Company’s earnings before income taxes for the three months ended June 30, 2024, were $4.4 million lower when compared with the same period in 2023, primarily attributable to a decrease in income from the North America and Asia regions, partially offset by an increase in the Europe region. The Company’s effective tax rate was 17.8% and (1.8%) for the three months ended June 30, 2024 and 2023, respectively. The change in the effective tax rate during the three months ended June 30, 2024 as compared to the same period in 2023, is primarily attributable to an increase in tax expense relating to valuation allowances and prior period accruals as well as a decrease in the tax benefit relating to the reversal of uncertain tax positions resulting from the expiration of certain statute of limitations. See Note 12, “Income Taxes”.

 

The provision for income taxes for the six months ended June 30, 2024 and 2023 was $8.6 million and $3.7 million, respectively. The Company’s earnings before income taxes for the six months ended June 30, 2024, were $2.8 million lower when compared with the same period in 2023, primarily attributable to decrease in income from the North America and Asia regions, partially offset by an increase in the Europe region. The Company’s effective tax rate was 19.8% and 8.0% for the six months ended June 30, 2024 and 2023, respectively. The change in the effective tax rate during the three months ended June 30, 2024 as compared to the same period in 2023, is primarily attributable to an increase in tax expense relating to valuation allowances and prior period accruals as well as a decrease in the tax benefit relating to the reversal of uncertain tax positions resulting from the expiration of certain statute of limitations. See Note 12, “Income Taxes”.

 

Liquidity and Capital Resources

 

Our principal sources of liquidity include $85.0 million of cash and cash equivalents at June 30, 2024, $58.8 million of held to maturity investments in U.S. Treasury securities, cash provided by operating activities and borrowings available under our credit facility. We expect to use this liquidity for operating expenses, investments in working capital, capital expenditures, interest, taxes, dividends, purchases of common stock under our Repurchase Program, and debt obligations and other long-term liabilities. Our liquidity may also be utilized to fund potential acquisitions in future periods. We believe that our current liquidity position and future cash flows from operations will enable us to fund our operations, both in the next twelve months and in the longer term.

 

 

Cash Flow Summary

 

During the six months ended June 30, 2024, our cash and cash equivalents decreased by $4.4 million.  This decrease was primarily due to the following:

 

  net cash provided by operating activities of $38.3 million; and
  proceeds from held to maturity securities of $101 million; offset by:
  purchases of held to maturity and marketable securities of $122.3 million;
  purchases of common stock under our Repurchase Program of $14.2 million;
  purchases of property, plant and equipment of $4.3 million; and
  dividend payments of $1.7 million.

 

During the six months ended June 30, 2024, our accounts receivable decreased by $2.8 million due to lower sales volume in the second quarter. Days sales outstanding (DSO) was 55 days at each of June 30, 2024 and at December 31, 2023. Inventory decreased by $8.0 million at June 30, 2024 compared to December 31, 2023, as component availability has started to ease and we have worked to consume our inventory on hand. Inventory turns were 2.8 at June 30, 2024 as compared to 3.1 at December 31, 2023.

 

Cash and cash equivalents, held to maturity U.S. Treasury securities and accounts receivable comprised approximately 39.6% and 36.9% of our total assets at each of June 30, 2024 and at December 31, 2023. Our current ratio (i.e., the ratio of current assets to current liabilities) was4.2 to 1 at June 30, 2024 and 3.4 to 1 at December 31, 2023. At June 30, 2024 and December 31, 2023, $41.4 million and $40.9 million, respectively (or 49% and 46%, respectively), of our cash and cash equivalents was held by our foreign subsidiaries. We repatriated $11 million from outside of the U.S. during the six months ended June 30, 2024. We continue to analyze our global working capital and cash requirements and the potential tax liabilities attributable to further repatriation, and we have yet to make any further determination regarding repatriation of funds from outside the U.S. to fund our U.S. operations in the future. In the event these funds were needed for our U.S. operations, we would be required to accrue and pay U.S. state taxes and any applicable foreign withholding taxes to repatriate these funds.

 

Future Cash Requirements

 

We expect foreseeable liquidity and capital resource requirements in the ordinary course to be met through existing cash and cash equivalents and anticipated cash flows from operations, as well as borrowings available under our revolving credit facility, if needed. Our material cash requirements arising in the normal course of business are outlined in Item 7A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There were no material changes to our future cash requirements during the six months ended June 30, 2024.

 

Credit Facility

 

In September 2021, we entered into the CSA, as further described in Note 11, "Debt". During January 2023, we amended our CSA and related interest rate swap agreements to transition the reference rate from LIBOR to a Secured Overnight Financing Rate ("SOFR") effective January 31, 2023. The CSA contains customary representations and warranties, covenants and events of default. In addition, the CSA contains financial covenants that measure (i) the ratio of our total funded indebtedness, on a consolidated basis, less the aggregate amount of all unencumbered cash and cash equivalents, to the amount of our consolidated EBITDA (“Leverage Ratio”) and (ii) the ratio of the amount of our consolidated EBITDA to our consolidated fixed charges (“Fixed Charge Coverage Ratio”). If an event of default occurs, the lenders under the CSA 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 June 30, 2024, we were in compliance with our debt covenants, including the most restrictive covenant, the Fixed Charge Coverage Ratio. The unused credit available under the credit facility at June 30, 2024 was $115.0 million, all of which we had the ability to borrow without violating our Leverage Ratio covenant based on our existing consolidated EBITDA.

 

Critical Accounting Policies and Estimates

 

Our condensed consolidated financial statements include certain amounts that are based on management's best estimates and judgments. We base our estimates on historical experience and on various other assumptions, including in some cases future projections, that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Different assumptions and judgments could change the estimates used in the preparation of the condensed consolidated financial statements, which, in turn, could change the results from those reported. Management evaluates its estimates, assumptions and judgments on an ongoing basis.

 

Based on the above, we have determined that our most critical accounting estimates are those related to business combinations, inventory valuation, goodwill and other indefinite-lived intangible assets, and those related to our pension benefit obligations. For a detailed discussion of our critical accounting estimates, refer to “Critical Accounting Estimates” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes in our critical accounting policies, judgments and estimates, including assumptions or estimation techniques utilized, as compared to those disclosed in our 2023 Annual Report on Form 10-K.

 

 

Recent Accounting Pronouncements

 

The discussion of new financial accounting standards applicable to our Company is incorporated herein by reference to Note 1, “Basis of Presentation and Accounting Policies”.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

The Company is exposed to market risk primarily from changes in foreign currency exchange rates and changes in interest rates associated with its long-term debt. Under the Company’s risk management strategy, the Company periodically uses foreign currency forward contracts to manage its short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. To partially mitigate risks associated with the variable interest rates on revolver borrowings under the Company's credit agreement (see Note 11, “Debt”, to the condensed consolidated financial statements herein, and Note 11, “Debt”, to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023), the Company maintains two pay-fixed, receive-variable interest rate swap agreements with two multinational financial institutions (see Note 10, “Derivative Instruments and Hedging Activities”, to the condensed consolidated financial statements herein, and Note 13, “Derivative Instruments and Hedging Activities”, to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023). The Company’s primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk, when deemed appropriate. The Company enters into these contracts in the normal course of business to mitigate risks and not for speculative purposes. There have not been any material changes with regard to market risk during the six months ended June 30, 2024.  Refer to Item 7A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion of market risks.

 

Item 4.   Controls and Procedures

 

Disclosure controls and procedures:  As of the end of the period covered by this report, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15.  Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Changes in internal controls over financial reporting:  There has not been any change in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II.     Other Information

 

Item 1.   Legal Proceedings

 

The information called for by this Item is incorporated herein by reference to Note 15, "Commitments and Contingencies" of the Company’s Condensed Consolidated Financial Statements, under “Legal Proceedings”, as set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q. We are also involved in various other legal actions incidental to our business. We believe, after consulting with counsel, that the disposition of these other legal proceedings and matters will not have a material effect on our condensed consolidated financial condition or results of operations.

 

Item 1A. Risk Factors

 

The risk factors described in Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 should be carefully considered before making an investment decision. These are the risk factors that we consider to be the most significant risk factors, but they are not the only risk factors that should be considered in making an investment decision. There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. This Quarterly Report on Form 10-Q also contains Forward-Looking Statements that involve risks and uncertainties. See the "Cautionary Notice Regarding Forward-Looking Information," above. Our business, consolidated financial condition and consolidated results of operations could be materially adversely affected by any of the risk factors described, under "Cautionary Notice Regarding Forward-Looking Information" or with respect to specific Forward-Looking Statements presented herein. The trading price of our securities could decline due to any of these risks, and investors in our securities may lose all or part of their investment. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially adversely affect our business in the future. Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor, whether as a result of new information, future events or otherwise.

 

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchases of Equity Securities (1)

 

The following table summarizes the activity related to repurchases of our equity securities during the quarter ended June 30, 2024 pursuant to the Repurchase Program (as defined below):

 

Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (dollars in thousands)

April 1, 2024 – April 30, 2024

 

7,691 (Class A) 83,361 (Class B)

$

70.38 (Class A) 59.39 (Class B)

 

7,691 (Class A) 83,361 (Class B)

 

$2,735 (Class A) $10,490 (Class B)

May 1, 2024 – May 31, 2024

 

2,000 (Class A) 14,000 (Class B)

$

78.03 (Class A) 68.42 (Class B)

 

2,000 (Class A) 14,000 (Class B)

 

$2,579 (Class A) $9,532 (Class B)

June 1, 2024 – June 30, 2024

 

100 (Class A) 19,400 (Class B)

$

83.02 (Class A) 65.86 (Class B)

 

100 (Class A) 19,400 (Class B)

 

$2,571 (Class A) $8,254 (Class B)

Total

 

9,791 (Class A) 116,761 (Class B)

$

72.07 (Class A) 61.55 (Class B)

 

9,791 (Class A) 116,761 (Class B)

 

$2,571 (Class A) $8,254 (Class B)

 

(1) On February 21, 2024, the Company’s Board of Directors authorized and the Company publicly announced a $25.0 million share repurchase program (the “Repurchase Program”). The Repurchase Program authorizes the repurchase of up to $25.0 million of shares of outstanding Class A Common Stock and Class B Common Stock. 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. The Repurchase Program has no expiration date. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and the Repurchase Program may be suspended or terminated at any time.

 

Item 3.  Defaults Upon Senior Securities

 

Not applicable.

 

Item 4.  Mine Safety Disclosures

 

Not applicable.

 

Item 5.  Other Information

 

Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements

 

During the fiscal quarter ended  June 30, 2024, none of our officers or directors, as those terms are defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

 

24

 
 

Item 6.  Exhibits

 

 

 

Exhibits:

 

 

 

10.1*† Offer Letter, dated November 27, 2023, and effective July 1, 2024 between Bel Fuse Inc. and Steve Dawson
   

31.1*

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

31.2*

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 32.1**

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 32.2**

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

101.INS*

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

 

 

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

 

 

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

   
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

 

*   Filed herewith.

** Submitted herewith.

†   Management contract or compensatory plan or arrangement

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

BEL FUSE INC.

    (Registrant)
   

 

Date: July 31, 2024

By:

/s/ Daniel Bernstein

 

 

Daniel Bernstein

 

 

President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

Date: July 31, 2024

By:

/s/ Farouq Tuweiq

 

 

Farouq Tuweiq

 

 

Chief Financial Officer

(Principal Financial Officer)

 

26

Exhibit 10.1

November 27, 2023

 

Steve Dawson

 

Dear Steve,

 

We are extremely pleased to inform you that you have been chosen to be the President, Bel Power Solutions. You have been selected for this position based on your outstanding performance, technical capability, leadership skills, and dedication to continuously help us grow. We are truly excited by the prospect of you joining the Executive Team and continuing our transformation.

 

The terms and conditions of your employment are set forth:

 

 

This position will report to Dan Bernstein, President and CEO of Bel.

 

 

As Bel is an “At Will” employer, this offer is for a non-specified period of time.

 

 

Place of work will be 1700 Finley Road, Lombard, IL  60148 or at other group locations if business reasons demand it.

 

 

Your new role will be effective July 1, 2024.

 

 

Your annual salary will be $250,000 to be paid out semi-monthly in an equal manner over the course of the year.

 

 

You will be awarded a one-time stock grant of 10,000 shares in the normal cycle of grant awards that will vest on the same schedule as the executive team.

 

 

Your position is exempt from minimum wage, overtime, and other provisions under state and/or federal law.

 

 

Your current time off will remain the same, and your benefits will remain as elected and enrolled.

 

It is our sincere hope that your career with Bel will be both successful and rewarding. Your continued employment with the Company will be contingent on satisfactory work performance and the market conditions under which the Company must operate and is always to be considered “At Will.”  “At Will” means that both you and the Company have the unrestricted right to end the employment relationship at any time you or the Company may determine to be appropriate. Neither this letter nor any benefit plan nor any conversation you may have had with any member of Management is to be considered a guarantee of employment for any period of time or in any other manner an employment contract.

 

The policies and procedures of the Company may be changed from time to time, and you will be notified of those changes. I believe that the position will offer you opportunities for both personal and professional development, and I look forward to your formal acceptance of this offer. If the foregoing is acceptable, please sign the offer letter and return it to my attention via email to suzanne.kozlovsky@belf.com by close of business on Thursday, November 30, 2023. We look forward to hearing from you.

 

On behalf of the Executive Team, welcome aboard and we wish you much success. Please feel free to contact me if you have any questions regarding the offer or any other matter.

 

Sincerely,

By: /s/ Suzanne Kozlovsky

Suzanne Kozlovsky, Global Head of People

 

I have read this offer of employment, understand it, and accept employment on the basis set forth in this offer.

 

By: /s/ Steve Dawson                  

Steve Dawson                                                            

 

Exhibit 31.1

 

 

CERTIFICATION

 

I, Daniel Bernstein, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Bel Fuse Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Date: July 31, 2024

/s/ Daniel Bernstein

 

Daniel Bernstein

 

President and Chief Executive Officer

(Principal Executive Officer)

 

 

Exhibit 31.2

 

 

CERTIFICATION

 

I, Farouq Tuweiq, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Bel Fuse Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a –15(e) and 15d –15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a –15(f) and 15d –15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Date: July 31, 2024

/s/ Farouq Tuweiq

 

Farouq Tuweiq

 

Chief Financial Officer

 

(Principal Financial Officer)

 

 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Bel Fuse Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission (the “Report”), I, Daniel Bernstein, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and consolidated results of operations of the Company for the periods presented.

 

 

Date:  July 31, 2024

/s/ Daniel Bernstein

 

Daniel Bernstein

 

President and Chief Executive Officer

(Principal Executive Officer)

 

 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Bel Fuse Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission (the “Report”), I, Farouq Tuweiq, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and consolidated results of operations of the Company for the periods presented.

 

 

 

Date:  July 31, 2024

/s/ Farouq Tuweiq

 

Farouq Tuweiq

 

Chief Financial Officer

 

(Principal Financial Officer)

 

 
v3.24.2
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2024
Jul. 26, 2024
Document Information [Line Items]    
Entity Central Index Key 0000729580  
Entity Registrant Name BEL FUSE INC /NJ  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 000-11676  
Entity Incorporation, State or Country Code NJ  
Entity Tax Identification Number 22-1463699  
Entity Address, Address Line One 300 Executive Drive, Suite 300  
Entity Address, City or Town West Orange  
Entity Address, State or Province NJ  
Entity Address, Postal Zip Code 07052  
City Area Code 201  
Local Phone Number 432-0463  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Common Class B [Member]    
Document Information [Line Items]    
Title of 12(b) Security Class B Common Stock ($0.10 par value)  
Trading Symbol BELFB  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   10,432,548
Common Class A [Member]    
Document Information [Line Items]    
Title of 12(b) Security Class A Common Stock ($0.10 par value)  
Trading Symbol BELFA  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   2,115,677
v3.24.2
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current Assets:    
Cash and cash equivalents $ 84,976 $ 89,371
Held to maturity U.S. Treasury securities 58,822 37,548
Accounts receivable, net of allowance of $1,305 and $1,388, respectively 81,153 84,129
Inventories 127,931 136,540
Unbilled receivables 5,906 12,793
Other current assets 17,233 21,097
Total current assets 376,021 381,478
Property, plant and equipment, net 35,082 36,533
Right-of-use assets 21,945 20,481
Equity method investment 9,943 10,282
Intangible assets, net 46,715 49,391
Goodwill, net 25,415 26,642
Deferred income taxes 14,525 11,553
Other assets 35,173 33,119
Total assets 567,604 571,631
Current Liabilities:    
Accounts payable 36,415 40,441
Accrued expenses 38,916 54,657
Operating lease liabilities, current 5,992 6,350
Other current liabilities 8,432 9,161
Total current liabilities 89,755 110,609
Long-term Liabilities:    
Long-term debt 60,000 60,000
Operating lease liabilities, long-term 16,131 14,212
Liability for uncertain tax positions 17,953 19,823
Minimum pension obligation and unfunded pension liability 20,307 19,876
Deferred income taxes 1,626 1,456
Other long-term liabilities 5,417 5,097
Total liabilities 211,189 231,073
Commitments and contingencies (see Note 15)
Stockholders' Equity:    
Preferred stock, no par value, 1,000,000 shares authorized; none issued 0 0
Treasury stock (unrestricted, consisting of 23,923 Class A shares and 232,242 Class B shares) (14,629) (454)
Additional paid-in capital 46,054 44,260
Retained earnings 340,462 307,510
Accumulated other comprehensive loss (16,732) (12,037)
Total stockholders' equity 356,415 340,558
Total liabilities and stockholders' equity 567,604 571,631
Common Class A [Member]    
Stockholders' Equity:    
Common stock 212 214
Common Class B [Member]    
Stockholders' Equity:    
Common stock 1,048 1,065
Related Party [Member]    
Current Assets:    
Related party note receivable $ 2,785 $ 2,152
v3.24.2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Accounts receivable, allowance for doubtful accounts $ 1,305 $ 1,388
Preferred stock, no par value (in dollars per share) $ 0 $ 0
Preferred stock, shares authorized (in shares) 1,000,000 1,000,000
Preferred stock, shares issued (in shares) 0 0
Common Class A [Member]    
Common stock, par value (in dollars per share) $ 0.1 $ 0.1
Common stock, shares authorized (in shares) 10,000,000 10,000,000
Common stock, shares outstanding (in shares) 2,120,989 2,141,589
Common stock, treasury shares (in shares) 23,923 23,923
Common Class A [Member] | Restricted Stock [Member]    
Common stock, treasury shares (in shares) 1,072,769 1,072,769
Common Class B [Member]    
Common stock, par value (in dollars per share) $ 0.1 $ 0.1
Common stock, shares authorized (in shares) 30,000,000 30,000,000
Common stock, shares outstanding (in shares) 10,453,469 10,620,260
Common stock, treasury shares (in shares) 232,242 232,242
Common Class B [Member] | Restricted Stock [Member]    
Common stock, treasury shares (in shares) 3,218,307 3,218,307
v3.24.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net sales $ 133,205 $ 168,777 $ 261,295 $ 341,121
Cost of sales 79,809 113,240 159,821 231,920
Gross profit 53,396 55,537 101,474 109,201
Research and development costs 5,994 6,006 11,209 11,229
Selling, general and administrative expenses 24,141 25,135 49,085 50,432
Restructuring charges 638 709 703 4,215
Gain on sale of property 0 (3,672) 0 (3,672)
Income from operations 22,623 27,359 40,477 46,997
Gain on sale of Czech Republic business 0 1,115 0 1,115
Interest expense (415) (908) (849) (1,890)
Interest income 1,146 0 2,261 0
Other (expense)/income, net (471) (270) 1,346 (190)
Earnings before provision for income taxes 22,883 27,296 43,235 46,032
Provision for (benefit from) income taxes 4,077 (479) 8,555 3,685
Net earnings available to common stockholders 18,806 27,775 34,680 42,347
Common Class A [Member]        
Net earnings available to common stockholders $ 3,028 $ 4,458 $ 5,573 $ 6,790
Net earnings per common share:        
Net earnings per common share - basic and diluted (in dollars per share) $ 1.43 $ 2.08 $ 2.61 $ 3.17
Weighted-average number of shares outstanding:        
Weighted-average number of shares outstanding - basic and diluted (in shares) 2,124 2,142 2,131 2,142
Common Class B [Member]        
Net earnings available to common stockholders $ 15,778 $ 23,317 $ 29,107 $ 35,557
Net earnings per common share:        
Net earnings per common share - basic and diluted (in dollars per share) $ 1.5 $ 2.19 $ 2.76 $ 3.34
Weighted-average number of shares outstanding:        
Weighted-average number of shares outstanding - basic and diluted (in shares) 10,492 10,634 10,551 10,636
v3.24.2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net earnings available to common stockholders $ 18,806 $ 27,775 $ 34,680 $ 42,347
Other comprehensive loss:        
Currency translation adjustment, net of taxes of $0, ($105), $26, and ($96), respectively (999) (2,231) (4,775) (233)
Unrealized (losses) gains on interest rate swap cash flow hedge, net of taxes of $0 in all periods presented (291) 789 49 (105)
Unrealized holding gains on marketable securities, net of taxes of $0 in all periods presented 0 0 1 1
Change in unfunded SERP liability, net of taxes of ($4), ($4), ($9), and ($8), respectively 15 14 30 27
Other comprehensive loss (1,275) (1,428) (4,695) (310)
Comprehensive income $ 17,531 $ 26,347 $ 29,985 $ 42,037
v3.24.2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Foreign currency translation adjustment, tax expense $ 0 $ 26 $ (105) $ 9 $ 26 $ (96)
Unrealized losses on interest rate swap cash flow hedge, tax 0 0 0 0 0 0
Unrealized holding losses on marketable securities arising during the period, tax 0 0 0 0 0 0
Change in unfunded SERP liability, tax $ (4) $ (4) $ (4) $ (4) $ (9) $ (8)
v3.24.2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Common Class A [Member]
Retained Earnings [Member]
Common Class A [Member]
AOCI Attributable to Parent [Member]
Common Class A [Member]
Common Stock, Common Class A [Member]
Common Class A [Member]
Common Stock, Common Class B [Member]
Common Class A [Member]
Treasury Stock, Common [Member]
Common Class A [Member]
Additional Paid-in Capital [Member]
Common Class A [Member]
Common Class B [Member]
Retained Earnings [Member]
Common Class B [Member]
AOCI Attributable to Parent [Member]
Common Class B [Member]
Common Stock, Common Class A [Member]
Common Class B [Member]
Common Stock, Common Class B [Member]
Common Class B [Member]
Treasury Stock, Common [Member]
Common Class B [Member]
Additional Paid-in Capital [Member]
Common Class B [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Common Stock, Common Class A [Member]
Common Stock, Common Class B [Member]
Treasury Stock, Common [Member]
Additional Paid-in Capital [Member]
Total
Balance at Dec. 31, 2022                             $ 237,188 $ (16,546) $ 214 $ 1,067 $ (349) $ 40,772 $ 262,346
Balance (in shares) at Dec. 31, 2022                                 2,142 10,643      
Net earnings                             14,572 0 $ 0 $ 0 0 0 14,572
Cash dividends declared on common stock $ (128) $ 0 $ 0 $ 0 $ 0 $ 0 $ (128) $ (747) $ 0 $ 0 $ 0 $ 0 $ 0 $ (747)              
Forfeiture of restricted common stock                             0 0 $ 0 $ (1) 0   0
Forfeiture of restricted common stock (in shares)                                 0 (10)      
Forfeiture of restricted common stock                             0 0 $ 0 $ (1) 0   0
Foreign currency translation adjustment, net of taxes                             0 1,998 0 0 0 0 1,998
Unrealized holding gains on interest rate swap cash flow hedge, net of taxes                             0 (894) 0 0 0 0 (894)
Unrealized holding gains on marketable securities, net of taxes                             0 1 0 0 0 0 1
Stock-based compensation expense                             0 0 0 0 0 902 902
Change in unfunded SERP liability, net of taxes                             0 13 0 0 0 0 13
Net earnings                             14,572 0 0 0 0 0 14,572
Forfeiture of restricted common stock                             (0) (0) $ (0) $ 1 (0)   (0)
Forfeiture of restricted common stock (in shares)                                 0 (10)      
Forfeiture of restricted common stock                                       (1)  
Forfeiture of restricted common stock                                       1  
Stock-based compensation expense                             0 0 $ 0 $ 0 0 902 902
Change in unfunded SERP liability, net of taxes                             0 13 0 0 0 0 13
Balance at Mar. 31, 2023                             250,885 (15,428) $ 214 $ 1,066 (349) 41,675 278,063
Balance (in shares) at Mar. 31, 2023                                 2,142 10,633      
Balance at Dec. 31, 2022                             237,188 (16,546) $ 214 $ 1,067 (349) 40,772 262,346
Balance (in shares) at Dec. 31, 2022                                 2,142 10,643      
Net earnings             6,790             35,557             42,347
Cash dividends declared on common stock             (257)             (1,490)              
Foreign currency translation adjustment, net of taxes                                         (233)
Unrealized holding gains on marketable securities, net of taxes                                         1
Change in unfunded SERP liability, net of taxes                                         27
Net earnings             6,790             35,557             42,347
Change in unfunded SERP liability, net of taxes                                         27
Balance at Jun. 30, 2023                             277,790 (16,856) $ 214 $ 1,064 (349) 42,627 304,490
Balance (in shares) at Jun. 30, 2023                                 2,142 10,638      
Balance at Mar. 31, 2023                             250,885 (15,428) $ 214 $ 1,066 (349) 41,675 278,063
Balance (in shares) at Mar. 31, 2023                                 2,142 10,633      
Net earnings             4,458             23,317 27,775 0 $ 0 $ 0 0 0 27,775
Cash dividends declared on common stock (128) 0 0 0 0 0 (128) (742) 0 0 0 0 0 (742)              
Issuance of restricted common stock                             0 0 $ 0 $ 1 0 (1) 0
Issuance of restricted common stock (in shares)                                 0 10      
Forfeiture of restricted common stock                             0 0 $ 0 $ (3) 0   0
Forfeiture of restricted common stock (in shares)                                 0 (5)      
Forfeiture of restricted common stock                             0 0 $ 0 $ (3) 0   0
Foreign currency translation adjustment, net of taxes                             0 (2,231) 0 0 0 0 (2,231)
Unrealized holding gains on interest rate swap cash flow hedge, net of taxes                             0 789 0 0 0 0 789
Unrealized holding gains on marketable securities, net of taxes                                         0
Stock-based compensation expense                             0 0 0 0 0 950 950
Change in unfunded SERP liability, net of taxes                             0 14 0 0 0 0 14
Net earnings             4,458             23,317 27,775 0 0 0 0 0 27,775
Forfeiture of restricted common stock                             (0) (0) $ (0) $ 3 (0)   (0)
Forfeiture of restricted common stock (in shares)                                 0 (5)      
Forfeiture of restricted common stock                                       (3)  
Forfeiture of restricted common stock                                       3  
Stock-based compensation expense                             0 0 $ 0 $ 0 0 950 950
Change in unfunded SERP liability, net of taxes                             0 14 0 0 0 0 14
Balance at Jun. 30, 2023                             277,790 (16,856) $ 214 $ 1,064 (349) 42,627 304,490
Balance (in shares) at Jun. 30, 2023                                 2,142 10,638      
Balance at Dec. 31, 2023                             307,510 (12,037) $ 214 $ 1,065 (454) 44,260 340,558
Balance (in shares) at Dec. 31, 2023                                 2,142 10,620      
Net earnings                             15,874 0 $ 0 $ 0 0 0 15,874
Cash dividends declared on common stock (129) 0 0 0 0 0 (129) (747) 0 0 0 0 0 (747)              
Issuance of restricted common stock                             0 0 $ 0 $ 6 $ 0 $ (6) 0
Issuance of restricted common stock (in shares)                                 0 58      
Forfeiture of restricted common stock                             0 0 $ 0 $ (6)     0
Forfeiture of restricted common stock (in shares)                                 0 0 0 0  
Forfeiture of restricted common stock                             0 0 $ 0 $ (6)     0
Purchases of common stock                             0 0 $ (1) $ (10) $ (6,283)   (6,283)
Purchases of common stock (in shares)                                 (11) (98)      
Purchases of common stock                                       $ 11  
Foreign currency translation adjustment, net of taxes                             0 (3,776) $ 0 $ 0 0 0 (3,776)
Unrealized holding gains on interest rate swap cash flow hedge, net of taxes                             0 340 0 0 0 0 340
Unrealized holding gains on marketable securities, net of taxes                             0 1 0 0 0 0 1
Stock-based compensation expense                             0 0 0 0 0 804 804
Change in unfunded SERP liability, net of taxes                             0 15 0 0 0 0 15
Net earnings                             15,874 0 0 0 $ 0 $ 0 15,874
Forfeiture of restricted common stock                             (0) (0) $ (0) $ 6     (0)
Forfeiture of restricted common stock (in shares)                                 0 0 0 0  
Purchases of common stock (in shares)                                 11 98      
Stock-based compensation expense                             0 0 $ 0 $ 0 $ 0 $ 804 804
Change in unfunded SERP liability, net of taxes                             0 15 0 0 0 0 15
Balance at Mar. 31, 2024                             322,508 (15,457) $ 213 $ 1,061 (6,737) 45,069 346,657
Balance (in shares) at Mar. 31, 2024                                 2,131 10,574      
Balance at Dec. 31, 2023                             307,510 (12,037) $ 214 $ 1,065 (454) 44,260 340,558
Balance (in shares) at Dec. 31, 2023                                 2,142 10,620      
Net earnings             5,573             29,107             34,680
Cash dividends declared on common stock             (256)             (1,472)              
Foreign currency translation adjustment, net of taxes                                         (4,775)
Unrealized holding gains on marketable securities, net of taxes                                         1
Change in unfunded SERP liability, net of taxes                                         30
Net earnings             5,573             29,107             34,680
Change in unfunded SERP liability, net of taxes                                         30
Balance at Jun. 30, 2024                             340,462 (16,732) $ 212 $ 1,048 (14,629) 46,054 356,415
Balance (in shares) at Jun. 30, 2024                                 2,121 10,453      
Balance at Mar. 31, 2024                             322,508 (15,457) $ 213 $ 1,061 (6,737) 45,069 346,657
Balance (in shares) at Mar. 31, 2024                                 2,131 10,574      
Net earnings             3,028             15,778 18,806 0 $ 0 $ 0 0 0 18,806
Cash dividends declared on common stock $ (127) $ 0 $ 0 $ 0 $ 0 $ 0 (127) $ (725) $ 0 $ 0 $ 0 $ 0 $ 0 (725)              
Forfeiture of restricted common stock                             0 0 $ 0 $ (1) 0   (1)
Forfeiture of restricted common stock (in shares)                                 0 (4)      
Forfeiture of restricted common stock                             0 0 $ 0 $ (1) 0   (1)
Purchases of common stock                             0 0 $ (1) $ (12) (7,892)   (7,893)
Purchases of common stock (in shares)                                 (10) 117      
Purchases of common stock                                       12  
Foreign currency translation adjustment, net of taxes                             0 (999) $ 0 $ 0 0 0 (999)
Unrealized holding gains on interest rate swap cash flow hedge, net of taxes                             0 (291) 0 0 0 0 (291)
Unrealized holding gains on marketable securities, net of taxes                                         0
Stock-based compensation expense                             0 0 0 0 0 971 971
Change in unfunded SERP liability, net of taxes                             0 15 0 0 0 0 15
Net earnings             $ 3,028             $ 15,778 18,806 0 0 0 0 0 18,806
Forfeiture of restricted common stock                             (0) (0) $ (0) $ 1 (0)   1
Forfeiture of restricted common stock (in shares)                                 0 (4)      
Forfeiture of restricted common stock                                       2  
Purchases of common stock (in shares)                                 10 (117)      
Forfeiture of restricted common stock                                       (2)  
Stock-based compensation expense                             0 0 $ 0 $ 0 0 971 971
Change in unfunded SERP liability, net of taxes                             0 15 0 0 0 0 15
Balance at Jun. 30, 2024                             $ 340,462 $ (16,732) $ 212 $ 1,048 $ (14,629) $ 46,054 $ 356,415
Balance (in shares) at Jun. 30, 2024                                 2,121 10,453      
v3.24.2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Common Class A [Member]        
Dividends declared (in dollars per share) $ 0.06 $ 0.06 $ 0.06 $ 0.06
Common Class B [Member]        
Dividends declared (in dollars per share) $ 0.07 $ 0.07 $ 0.07 $ 0.07
Foreign currency translation adjustment, tax expense $ 0 $ 26 $ (105) $ 9
Unrealized losses on interest rate swap cash flow hedge, tax 0 0 0 0
Unrealized holding losses on marketable securities arising during the period, tax 0 0 0 0
Change in unfunded SERP liability, tax $ (4) $ (4) $ (4) $ (4)
v3.24.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net earnings $ 34,680 $ 42,347
Adjustments to reconcile net earnings to net cash provided by operating activities:    
Depreciation and amortization 7,123 6,571
Stock-based compensation 1,775 1,851
Amortization of deferred financing costs 27 33
Deferred tax benefit (2,930) (3,128)
Net unrealized (gains)/losses on foreign currency revaluation (355) 505
Gain on sale of property 0 (3,672)
Gain on sale of Czech Republic business 0 (1,115)
Other, net 652 (1,124)
Changes in operating assets and liabilities:    
Accounts receivable 2,805 (236)
Unbilled receivables 6,887 5,018
Inventories 7,972 13,473
Accounts payable (4,026) (11,544)
Accrued expenses (14,147) 2,448
Accrued restructuring costs (1,553) 2,343
Income taxes payable 4,517 3,856
Other operating assets/liabilities, net (5,083) (16,970)
Net cash provided by operating activities 38,344 40,656
Cash flows from investing activities:    
Purchases of property, plant and equipment (4,278) (7,081)
Purchases of held to maturity and marketable securities (122,345) 0
Proceeds from held to maturity securities 101,071 0
Payment for equity method investment 0 (9,975)
Investment in related party notes receivable (633) 0
Proceeds from disposal/sale of property, plant and equipment 229 5,239
Proceeds from sale of business 0 5,198
Net cash used in investing activities (25,956) (6,619)
Cash flows from financing activities:    
Dividends paid to common stockholders (1,674) (1,658)
Repayments under revolving credit line 0 (40,000)
Borrowings under revolving credit line 0 5,000
Purchases of common stock (14,175) 0
Net cash used in financing activities (15,849) (36,658)
Effect of exchange rate changes on cash and cash equivalents (934) (2,592)
Net decrease in cash and cash equivalents (4,395) (5,213)
Cash and cash equivalents - beginning of period 89,371 70,266
Cash and cash equivalents - end of period 84,976 65,053
Supplementary information:    
Income taxes, net of refunds received 8,277 10,358
Interest payments 1,985 2,762
ROU assets obtained in exchange for lease obligations $ 4,239 $ 5,172
v3.24.2
Note 1 - Basis of Presentation and Accounting Policies
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Basis of Presentation and Significant Accounting Policies [Text Block]

1.

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

 

The condensed consolidated balance sheets and statements of operations, comprehensive income, stockholders’ equity and cash flows for the periods presented herein have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for all periods presented have been made. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Bel Fuse Annual Report on Form 10-K for the fiscal year ended  December 31, 2023.

 

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted from these condensed consolidated financial statements pursuant to the rules and regulations, including the interim reporting requirements, of the U.S. Securities and Exchange Commission (“SEC”). The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

 

The Company’s significant accounting policies are summarized in Note 1 to the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There were no significant changes to these accounting policies during the six months ended June 30, 2024, except as discussed in “Recently Adopted Accounting Standards” below and as follows:

 

Cash, Cash Equivalents and Investments

 

Cash equivalents include short-term investments in money market funds and certificates of deposit with an original maturity of three months or less when purchased. Accounts at each U.S. institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Substantially all of our U.S. cash and cash equivalents balances are in excess of the FDIC insured limit. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company's cash and cash equivalents are placed with high credit quality financial institutions.

 

The Company has held to maturity securities comprised of U.S. Treasury Bills. These investments are classified as held to maturity as the Company has the intent and ability to hold these investments until they mature. The held to maturity securities mature within the next 12 months. The table below shows the amortized costs, associated gross unrealized gains and associated fair value of the held to maturity securities at June 30, 2024:

 

  

Amortized Cost

  

Gross Unrealized Gain

  

Fair Value

 

Held to maturity U.S. Treasury securities

 $58,822  $384  $59,206 

 

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 June 30, 2024.

 

Investments

 

We account for non-marketable investments using the equity method of accounting if the investment gives us the ability to exercise significant influence over, but not control, of an investee. Significant influence generally exists if we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions.

 

Equity in earnings of unconsolidated affiliates, in the consolidated statements of operations, reflects our proportionate share of the investee's net income, including any associated affiliate taxes. Our proportionate share of the investee’s other comprehensive income (loss), net of income taxes, is recorded in the consolidated statements of stockholders’ equity and consolidated statements of comprehensive income. In general, the equity investment in our unconsolidated affiliates is equal to our original equity investment plus our share of those entities' undistributed earnings subsequent to our investment.

 

We evaluate our equity method investments for impairment at least annually or whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of an investment may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether an impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline in value to be other than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial statements as an impairment. See Note 2, "Investment in Innolectric", below, for our discussion on specific equity method investments.

 

Where we are unable to exercise significant influence over the investee, or when our investment balance is reduced to zero from our proportionate share of losses, the investments are accounted for under the cost method. Under the cost method, investments are carried at cost and adjusted only for other-than-temporary declines in fair value, distributions of earnings, additional investments, or in the case of an observable price change in an orderly transaction for an identical security.

 

All amounts included in the tables to these notes to condensed consolidated financial statements, except per share amounts, are in thousands.

 

Recently Adopted Accounting Standards

 

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides temporary optional guidance on contract modifications and hedging accounting to ease the financial reporting burdens of the market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, which refined the scope of Topic 848 and clarified some of its guidance as part of the FASB’s monitoring of global reference rate activities. This updated guidance was effective upon issuance, and the Company was initially allowed to elect to apply the amendments prospectively through December 31, 2022.  In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848, which extended the date by which companies could elect to apply the amendments to December 31, 2024. During January 2023, the Company amended its credit agreement and related interest rate swap agreements to transition the reference rate from LIBOR to a Secured Overnight Financing Rate ("SOFR") effective January 31, 2023. In connection with these amendments, the Company adopted ASU 2020-04 in the first quarter of 2023 and elected to apply the relevant practical expedients within the guidance. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as amended. The new guidance broadens the information that an entity must consider in developing its expected credit loss estimates related to its financial instruments and adds to U.S. GAAP an impairment model that is based on expected losses rather than incurred losses. On January 1, 2023, the Company adopted ASU 2016-13. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

 

Accounting Standards Issued But Not Yet Adopted

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

 

v3.24.2
Note 2 - Investment in Innolectric
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Investment [Text Block]

2.

INVESTMENT IN INNOLECTRIC

 

On February 1, 2023, the Company closed on a noncontrolling (one-third) investment in Germany-based innolectric AG (“innolectric”) for consideration of €8.0 million (approximately $8.8 million as of the February 2023 closing). Transaction costs associated with the Company's investment in innolectric amounted to $1.3 million and these costs have been recorded as part of the carrying value of the investment. Under the terms of the investment agreement, if innolectric achieves certain EBITDA thresholds within a specified timeframe, the Company would be committed to acquiring the remaining shares of innolectric at that time. The accompanying condensed consolidated balance sheet reflects the fair value as of the February 2023 closing of the initial one-third equity method investment, inclusive of transaction costs, of $11.0 million, and a separate liability of $1.0 million associated with the net fair value of the put and call options related to the remaining shares pursuant to the agreement in the event certain profitability thresholds are met.

 

This passive investment creates a strategic alliance that is focused on Electric Vehicles (“EV”) on-board power electronics, and in particular next generation fast-charging technology. With no product overlap, this relationship expands the Bel eMobility Power portfolio, further enhancing Bel's competitive position in this emerging field. Our investment in innolectric is accounted for using the equity method and we have determined that the innolectric investment is not a variable interest entity (VIE). Results from this investment have been included in Bel's Power Solutions and Protection segment and amounted to losses of $0.3 million and $0.1 during the three and six months ended June 30, 2024, 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.

 

Related Party Transactions

 

From time to time, the Company provides cash loans to innolectric to fund working capital needs and further business development. During the three and six months ended June 30, 2024, the Company provided incremental loans to innolectric in the amount of €0.2 million and €0.7 million, respectively. As of June 30, 2024 and December 31, 2023, the Company had loans outstanding to innolectric in the aggregate amount of €2.6 million (approximately $2.8 million at the June 30, 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 condensed consolidated balance sheet at June 30, 2024 and December 31, 2023.  

  

v3.24.2
Note 3 - Divestiture of Subsidiary
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

3.

DIVESTITURE OF SUBSIDIARY

 

On June 1, 2023, the Company completed its divestment of Bel Stewart s.r.o., a former subsidiary in the Czech Republic which has historically been reported within Bel’s Connectivity Solutions segment. The business was sold to PEI Genesis 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 Connectivity's long-term growth objectives.

 

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

 

     
  

Total

 

Cash and cash equivalents

 $2,072 

Accounts receivable

  1,030 

Inventories

  1,310 

Property, plant and equipment

  326 

Other assets

  48 

Accounts payable

  (441)

Accrued expenses

  (126)

Income taxes payable

  (100)

Other current liabilities

  (13)

Other long-term liabilities

  (23)

Total net assets transferred

  4,083 

Consideration received

  5,063 

Gain on sale recognized

 $980 

 

v3.24.2
Note 4 - Revenue
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

4.

REVENUE

 

The following table provides information about disaggregated revenue by geographic region and sales channel, and includes a reconciliation of the disaggregated revenue to our reportable segments:

 

  

Three Months Ended June 30, 2024

  

Six Months Ended June 30, 2024

 
  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

 
                                 

By Geographic Region:

                                

North America

 $39,197  $45,380  $7,350  $91,927  $78,746  $89,264  $13,473  $181,483 

Europe

  14,610   11,242   1,118   26,970   30,943   20,678   2,334   53,955 

Asia

  4,744   1,200   8,364   14,308   9,109   2,165   14,583   25,857 
  $58,551  $57,822  $16,832  $133,205  $118,798  $112,107  $30,390  $261,295 
                                 

By Sales Channel:

                                

Direct to customer

 $37,572  $36,428  $11,793  $85,793  $76,397  $70,498  $21,579  $168,474 

Through distribution

  20,979   21,394   5,039   47,412   42,401   41,609   8,811   92,821 
  $58,551  $57,822  $16,832  $133,205  $118,798  $112,107  $30,390  $261,295 

   

  

Three Months Ended June 30, 2023

  

Six Months Ended June 30, 2023

 
  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

 
                                 

By Geographic Region:

                                

North America

 $64,121  $44,233  $11,345  $119,699  $126,921  $87,245  $21,700  $235,866 

Europe

  15,907   9,561   2,666   28,134   29,507   17,962   5,431   52,900 

Asia

  7,063   1,049   12,832   20,944   13,844   3,032   35,479   52,355 
  $87,091  $54,843  $26,843  $168,777  $170,272  $108,239  $62,610  $341,121 
                                 

By Sales Channel:

                                

Direct to customer

 $62,022  $35,970  $18,268  $116,260  $121,636  $69,694  $45,679  $237,009 

Through distribution

  25,069   18,873   8,575   52,517   48,636   38,545   16,931   104,112 
  $87,091  $54,843  $26,843  $168,777  $170,272  $108,239  $62,610  $341,121 

        

  
The balances of the Company’s contract assets and contract liabilities at  June 30, 2024 and December 31, 2023 are as follows:

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 
         

Contract assets - current (unbilled receivables)

 $5,906  $12,793 

Contract liabilities - current (deferred revenue)

 $2,320  $3,046 

 

The change in balance of our unbilled receivables from December 31, 2023 to June 30, 2024 primarily relates to a timing difference between the Company’s performance (i.e. when our product is shipped to a customer-controlled hub) and the point at which the Company can invoice the customer per the terms of the customer contract (i.e. when the customer pulls our product from the customer-controlled hub). Our deferred revenue balance at  December 31, 2023 and  June 30, 2024 primarily relates to customer prepayments on invoices, which will be recorded as revenue in the period in which the related finished goods are shipped to the customer.

   

Transaction Price Allocated to Future Obligations

 

The aggregate amount of transaction price allocated to remaining performance obligations that have not been fully satisfied as of  June 30, 2024 related to contracts that exceed one year in duration amounted to $18.4 million, with expected contract expiration dates that range largely from 2025 – 2026. It is expected that $10.1 million of this aggregate amount will be recognized in 2025, $3.8 million will be recognized in 2026 and the remainder will be recognized in years beyond 2026. The majority of the Company's orders received (but not yet shipped) at  June 30, 2024 is related to contracts that have an original expected duration of one year or less, for which the Company is electing to utilize the practical expedient available within the guidance, and are excluded from the transaction price related to these future obligations. The Company will generally satisfy the remaining performance obligations as we transfer control of the products ordered to our customers.

v3.24.2
Note 5 - Earnings Per Share
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

5.

EARNINGS PER SHARE

 

The following table sets forth the calculation of basic and diluted net earnings per common share under the two-class method for the three and six months ended June 30, 2024 and 2023:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Numerator:

                               

Net earnings

  $ 18,806     $ 27,775     $ 34,680     $ 42,347  

Less dividends declared:

                               

Class A

    127       128       256       257  

Class B

    725       742       1,472       1,490  

Undistributed earnings

  $ 17,954     $ 26,905     $ 32,952     $ 40,600  
                                 

Undistributed earnings allocation:

                               

Class A undistributed earnings

  $ 2,901     $ 4,330     $ 5,317     $ 6,533  

Class B undistributed earnings

    15,053       22,575       27,635       34,067  

Total undistributed earnings

  $ 17,954     $ 26,905     $ 32,952     $ 40,600  
                                 

Net earnings allocation:

                               

Class A net earnings

  $ 3,028     $ 4,458     $ 5,573     $ 6,790  

Class B net earnings

    15,778       23,317       29,107       35,557  

Net earnings

  $ 18,806     $ 27,775     $ 34,680     $ 42,347  
                                 

Denominator:

                               

Weighted-average shares outstanding:

                               

Class A

    2,124       2,142       2,131       2,142  

Class B

    10,492       10,634       10,551       10,636  
                                 

Net earnings per share:

                               

Class A

  $ 1.43     $ 2.08     $ 2.61     $ 3.17  

Class B

  $ 1.50     $ 2.19     $ 2.76     $ 3.34  

  

v3.24.2
Note 6 - Fair Value Measurements
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

6.

FAIR VALUE MEASUREMENTS

 

Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date.  Entities are required to use a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.  There are three levels of inputs that may be used to measure fair value:

 

Level 1 – Observable inputs such as quoted market prices in active markets;

 

Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 

Level 3 – Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

  

June 30, 2024

 
  

Carrying value

  

Fair value

  

Cash and cash equivalents

  

Other Current Assets

 

Cash

 $61,321  $61,321  $61,321  $- 

Level 1:

                

Money market funds

  22,201   22,201   22,201   - 

Money market funds (Rabbi Trust)

  804   804   -   - 

Subtotal

  23,005   23,005   22,201   - 

Level 2:

                

Certificates of deposit and time deposits

  4,553   4,868   1,454   3,099 

Subtotal

  4,553   4,868   1,454   3,099 

Total

 $88,879  $89,194  $84,976  $3,099 

 

  

December 31, 2023

 
  

Carrying value

  

Fair value

  

Cash and cash equivalents

  

Other Current Assets

 

Cash

 $57,544  $57,544  $57,544  $- 

Level 1:

                

Money market funds

  31,188   31,188   31,188   - 

Money market funds (Rabbi Trust)

  303   303   -   303 

Subtotal

  31,491   31,491   31,188   303 

Level 2:

                

Certificates of deposit and time deposits

  3,629   3,926   639   2,990 

Subtotal

  3,629   3,926   639   2,990 

Total

 $92,664  $92,961  $89,371  $3,293 

 

As of June 30, 2024 and December 31, 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 $0.8 million at  June 30, 2024 and $0.3 million at December 31, 2023

 

Throughout 2024 and 2023, the Company entered into a series of foreign currency forward contracts, the fair value of which was ($0.5) million at  June 30, 2024 and $0.5 million at  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).

 

The Company is a party to two interest rate swap agreements as further described in Note 10, "Derivative Instruments and Hedging Activities". The fair value of the interest rate swap agreements was $4.0 million at June 30, 2024 and $4.0 million at  December 31, 2023, which was based on market data, 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 and their classifications in our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 were as follows:

   

 

Balance Sheet Classification

 

June 30, 2024

  

December 31, 2023

 

Derivative assets:

         

Foreign currency forward contracts:

         

Designated as cash flow hedges

Other current assets

 $-  $- 

Non designated as hedging instruments

Other current assets

  -   486 

Interest rate swap agreements:

         

Designated as a cash flow hedge

Other assets

  4,012   3,960 

Total derivative assets

 $4,012  $4,446 
          

Derivative liabilities:

         

Foreign currency forward contracts:

         

Designated as cash flow hedges

Other current liabilities

 $232  $5 

Not designated as hedging instruments

Other current liabilities

  292   - 

Total derivative liabilities

 $524  $5 

 

The Company does not have any financial assets measured at fair value on a recurring basis categorized as Level 3, and there were no transfers in or out of Level 1, Level 2 or Level 3 during the six months ended June 30, 2024 or  June 30, 2023. There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the six months ended June 30, 2024 or  June 30, 2023.

 

There were no financial assets accounted for at fair value on a nonrecurring basis as of  June 30, 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  June 30, 2024 and December 31, 2023, the estimated fair value of total debt was $60.0 million at each date, compared to a carrying amount of $60.0 million at each date. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of June 30, 2024.

 

Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets, long-lived assets and the net liability related to the put/call options pursuant to the innolectric investment agreement, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment upon the occurrence of a triggering event or in the case of goodwill, on at least an annual basis. Based on the Company's assessment, it was concluded that no triggering events occurred during the six months ended June 30, 2024 or June 30, 2023.  

 

v3.24.2
Note 7 - Inventories
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

7.

INVENTORIES

 

The components of inventories are as follows:

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Raw materials

  $ 54,903     $ 63,647  

Work in progress

    44,000       42,038  

Finished goods

    29,028       30,855  

Inventories

  $ 127,931     $ 136,540  

  

v3.24.2
Note 8 - Property, Plant and Equipment
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

8.

 PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consist of the following:

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 

Land

 $117  $348 

Buildings and improvements

  12,945   15,286 

Machinery and equipment

  98,439   98,527 

Construction in progress

  1,507   1,567 
   113,008   115,728 

Accumulated depreciation

  (77,926)  (79,195)

Property, plant and equipment, net

 $35,082  $36,533 

 

Depreciation expense was $2.3 million and $2.2 million, respectively, for the three months ended  June 30, 2024 and 2023 and $4.6 million and $4.2 million, respectively, for the six months ended  June 30, 2024 and 2023. Depreciation expense related to our manufacturing facilities and equipment is included in cost of sales and depreciation expense associated with administrative facilities and office equipment is included in selling, general and administrative expense within the accompanying condensed consolidated statements of operations.

 

At June 30, 2024, a total of $2.1 million of property was classified as assets held for sale within other current assets on the accompanying condensed consolidated balance sheets related to property in Glen Rock, Pennsylvania and several buildings in Zhongshan, PRC. 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 condensed consolidated balance sheets related solely to the buildings in Zhongshan, PRC. 

v3.24.2
Note 9 - Accrued Expenses
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]

9.

ACCRUED EXPENSES

 

Accrued expenses consist of the following:

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Salaries, bonuses and related benefits

  $ 22,370     $ 33,566  

Deferred revenue

    2,320       3,046  

Accrued restructuring costs

    4,054       5,498  

Sales commissions

    2,377       2,347  

Warranty accrual

    1,659       1,542  

Other

    6,136       8,658  
    $ 38,916     $ 54,657  

 

The change in warranty accrual during the six months ended June 30, 2024 primarily related to repair costs incurred and adjustments to pre-existing warranties. There were no new material warranty charges incurred during the six months ended June 30, 2024.

 

Restructuring Activities:

 

Activity and liability balances related to restructuring costs for the six months ended June 30, 2024 are as follows:

 

           

Six Months Ended

         
           

June 30, 2024

         
   

Liability at

           

Cash Payments

   

Liability at

 
   

December 31,

   

New

   

and Other

   

June 30,

 
   

2023

   

Charges

   

Settlements

   

2024

 

Severance costs

  $ 1,551     $ 703     $ (2,045 )   $ 209  

Other restructuring costs

    3,947       -       (102 )     3,845  

Total

  $ 5,498     $ 703     $ (2,147 )   $ 4,054  

 

The new charges and ending liability balance noted above for severance costs largely relate to an initiative within our Connectivity segment related to the transition of certain manufacturing from our Glen Rock, Pennsylvania facility to other existing Bel sites. The balances in other restructuring costs in the table above as of December 31, 2023 and June 30, 2024 largely related to remaining liabilities associated with the Company's facility consolidation project in the PRC whereby two of our Magnetic Solutions manufacturing sites were consolidated into a single new site.
v3.24.2
Note 10 - Derivative Instruments and Hedging Activities
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Derivative Instruments and Hedging Activities Disclosure [Text Block]

10.    

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

Our primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk, when deemed appropriate. We enter into these contracts in the normal course of business to mitigate risks and not for speculative purposes.

 

Foreign Currency Forward Contracts

 

Under our risk management strategy, we periodically use foreign currency forward contracts to manage our short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. These cash flow exposures result from portions of our forecasted operating expenses, primarily compensation and related expenses, which are transacted in currencies other than the U.S. dollar, most notably the Chinese renminbi and the Mexican peso. These foreign currency forward contracts generally have maturities of no longer than twelve months, although occasionally we will execute a contract that extends beyond twelve months, depending upon the nature of the underlying risk. 

 

We held outstanding foreign currency forward contracts with notional amounts of $18.8 million and $25.8 million as of June 30, 2024 and December 31, 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 loss in the consolidated balance sheet and are reclassified into the statement of operations within cost of goods sold in the period in which the hedged transaction affects earnings. 

  

Interest Rate Swap Agreements

 

To partially mitigate risks associated with the variable interest rates on the revolver borrowings under the Company's credit agreement (as defined and described in Note 11, "Debt", below), in November 2021, we executed a pay-fixed, receive-variable interest rate swap agreement with each of two multinational financial institutions under which we, prior to the January 2023 amendment described below which transitioned the reference rate from LIBOR to SOFR, (i) paid interest at a fixed rate of 1.3055% and received variable interest of one-month LIBOR on a notional amount of $30.0 million and (ii) paid interest at a fixed rate of 1.3180% and received variable interest of one-month LIBOR on a notional amount of $30.0 million (as amended to date, the “2021 Swaps”).  The effective date of the 2021 Swaps was December 31, 2021, and settlements with the counterparties began on January 31, 2022 and occur on a monthly basis. The 2021 Swaps will terminate on August 31, 2026. In January 2023, and in connection with related changes to its credit agreement, the Company amended the 2021 Swaps to transition the related reference rates in these agreements from LIBOR to SOFR, effective January 31, 2023. Under the amended 2021 Swaps, the Company is required to pay interest on the notional amount at the rate of 1.334% and 1.348%, respectively, in exchange for the daily SOFR rate plus 10 basis points. 

 

The 2021 Swaps are designated as cash flow hedges for accounting purposes and as such, changes in their fair value are recognized in accumulated other comprehensive loss in the consolidated balance sheet and are reclassified into the statement of operations within interest expense in the period in which the hedged transaction affects earnings. 

 

Fair Values of Derivative Financial Instruments

 

See Note 6, "Fair Value Measurements" for the gross fair values of the Company's derivative assets and liabilities as of June 30, 2024 and December 31, 2023.

 

Derivative Financial Instruments in Cash Flow Hedging Relationships

 

The effects of derivative financial instruments designated as cash flow hedges on accumulated other comprehensive loss (“AOCL”) and on the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 were as follows: 

    

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Net (losses) gains recognized in AOCL:

                

Foreign currency forward contracts

 $(77) $(1,091) $(188) $(1,452)

Interest rate swap agreements

  331   1,351   1,286   943 
  $254  $260  $1,098  $(509)
                 

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

                

Foreign currency forward contracts

 $(83) $(37) $(351) $114 

Interest rate swap agreements

  622   562   1,237   1,048 
  $539  $525  $886  $1,162 

   

The losses related to the foreign currency forward contracts are included as a component of currency translation adjustment on the accompanying condensed consolidated statements of comprehensive income for the six months ended  June 30, 2024 and 2023.

 

Derivative Financial Instruments Not Designated as Hedging Instruments

 

Gains recognized on derivative financial instruments not designated as hedging instruments in our condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 were as follows: 

 

   

Three Months Ended

  

Six Months Ended

 
   

June 30,

  

June 30,

 
 

Classification in Consolidated Statements of Operations

 

2024

  

2023

  

2024

  

2023

 

Foreign currency forward contracts

Other (expense)/income, net

 $103  $34   262  $34 
   $103  $34  $262  $34 

   

v3.24.2
Note 11 - Debt
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

11.

 DEBT

 

The Company has a Credit and Security Agreement with KeyBank National Association (as amended, the "credit agreement" or the "CSA"). The CSA provides a $175 million 5-year senior secured revolving credit facility ("Revolver"), with a sublimit of up to $10 million available for letters of credit and a sublimit of up to $5 million available for swing line loans. Revolving loans borrowed under the CSA mature on September 1, 2026. At  June 30, 2024 and  December 31, 2023, outstanding borrowings under the revolver amounted to $60 million at each date. The unused credit available under the credit facility was $115 million at each of June 30, 2024 and December 31, 2023. The Company incurred $0.4 million and $0.9 million of interest expense during the three months ended June 30, 2024 and 2023, respectively, and $0.8 million and $1.9 million during the six months ended June 30, 2024 and June 30, 2023, respectively, in connection with interest due on its outstanding borrowings under the CSA during each period, including the effects of the 2021 Swaps and amortization of deferred financing costs. During  January 2023, the Company amended its CSA and related 2021 Swaps to transition the reference rate from LIBOR to SOFR effective  January 31, 2023.

 

The interest rate in effect at  June 30, 2024 and December 31, 2023 was 2.47% at each date. Our full debt balance at each of  June 30, 2024 and December 31, 2023 was covered by the 2021 Swaps, as further described in Note 10, "Derivative Instruments and Hedging Activities". No outstanding borrowings were subject to a variable interest rate at June 30, 2024 or December 31, 2023.

 

The credit agreement contains customary representations and warranties, covenants and events of default.  In addition, the credit agreement contains financial covenants that measure (i) the ratio of the Company’s total funded indebtedness, on a consolidated basis, less the aggregate amount of all unencumbered cash and cash equivalents, to the amount of the Company’s consolidated EBITDA (“Leverage Ratio”) and (ii) the ratio of the amount of the Company’s consolidated EBITDA to the Company’s consolidated fixed charges (“Fixed Charge Coverage Ratio”).  If an event of default occurs, the lenders under the credit agreement would be entitled to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a secured creditor.  

 

At June 30, 2024, the Company was in compliance with its debt covenants, including its most restrictive covenant, the Fixed Charge Coverage Ratio.

v3.24.2
Note 12 - Income Taxes
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

12.

INCOME TAXES

 

The Company's estimated taxable income in future periods is not on a legal entity basis and therefore income tax expense for the interim period is not measured using the annual effective tax rate ("AETR") method. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2020 and for state examinations before 2017. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2013 in Asia and generally 2015 in Europe. 

 

As a result of the expiration of the statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized benefits for tax positions taken regarding previously filed tax returns may change materially from those recorded as liabilities for uncertain tax positions in the Company’s condensed consolidated financial statements at June 30, 2024The Company’s liabilities for uncertain tax positions totaled $18.0 million at June 30, 2024 and $19.8 million at  December 31, 2023, of which $2.7 million was resolved during the six months ended June 30, 2024 by way of expiration of the related statute of limitations. These remaining amounts, if recognized, would reduce the Company’s effective tax rate.

 

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 six months ended June 30, 2024 and 2023, the Company recognized $0.2 million and $0.3 million, in each period, of interest and penalties in the condensed consolidated statements of operations. The Company has approximately $1.1 million and $2.0 million accrued for the payment of interest and penalties at  June 30, 2024 and  December 31, 2023, respectively, which is included in liability for uncertain tax positions in the condensed consolidated balance sheets.

v3.24.2
Note 13 - Retirement, Savings and Deferred Compensation Plans
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Retirement Benefits [Text Block]

13.

RETIREMENT, SAVINGS AND DEFERRED COMPENSATION PLANS

 

The Company maintains the Bel Fuse Inc. Employees’ Savings Plan, a defined contribution plan that is intended to meet the applicable requirements for tax-qualification under sections 401(a) and (k) of the Internal Revenue Code of 1986, as amended. The expense for the three months ended June 30, 2024 and 2023 amounted to $0.3 million in each period. The expense for the six months ended June 30, 2024 and 2023 amounted to $0.9 million and $0.7 million, respectively. The Company’s matching contribution is made in the form of Bel Fuse Inc. Class A common stock. As of June 30, 2024, the plan owned 271,013and 59,080 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.  

 

The Company also maintains a Nonqualified Deferred Compensation Plan (the "DCP"). With certain exceptions, the Company's contributions to the DCP are discretionary and become fully vested by the participants upon reaching age 65. The expense for the three months ended June 30, 2024 and 2023 amounted to less than $0.1 million during each period. The expense for the six months ended  June 30, 2024 and 2023 amounted to $0.1 million during each period. As the plan is fully funded, the assets and liabilities related to the DCP were in equal amounts of $1.2 million at  June 30, 2024 and $1.0 million at  December 31, 2023. These amounts are included in other assets and other liabilities, respectively, on the accompanying condensed consolidated balance sheets as of each date. 

 

The Company's subsidiaries in Asia have a retirement fund covering substantially all of their Hong Kong based full-time employees. The expense for the three months ended June 30, 2024 and 2023 amounted to $0.1 million and $0.3 million, respectively. The expense for the six months ended June 30, 2024 and 2023 amounted to $0.2 million and $0.9 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.  As discussed in Note 6 above, the Company has investments in a rabbi trust which are intended to fund the obligations of the SERP.

 

The components of SERP expense are as follows:

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Service cost

 $99  $92  $198  $185 

Interest cost

  226   221   452   443 

Net amortization

  20   18   40   35 

Net periodic benefit cost

 $345  $331  $690  $663 

  

The service cost component of net benefit cost is presented within cost of sales, research and development costs or selling, general and administrative expense on the accompanying condensed consolidated statements of operations, in accordance with where compensation cost for the related associate is reported. All other components of net benefit cost, including interest cost and net amortization noted above, are presented within other (expense)/income, net in the accompanying condensed consolidated statements of operations.

 

The following amounts are recognized net of tax in accumulated other comprehensive loss:

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 

Prior service cost

 $172  $212 

Net gain

  (1,336)  (1,336)
  $(1,164) $(1,124)

  

v3.24.2
Note 14 - Accumulated Other Comprehensive Loss
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Comprehensive Income (Loss) Note [Text Block]

14.

ACCUMULATED OTHER COMPREHENSIVE LOSS

 

The components of accumulated other comprehensive loss at  June 30, 2024 and December 31, 2023 are summarized below:

 

  

June 30,

  

December 31,

 
  

2024

  

2023

 
         

Foreign currency translation adjustment, net of taxes of ($302) at June 30, 2024 and ($276) at December 31, 2023

 $(21,198) $(16,423)

Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0 at June 30, 2024 and $0 at December 31, 2023

  4,009   3,960 

Unrealized holding gains on marketable securities, net of taxes of ($7) at June 30, 2024 and ($7) at December 31, 2023

  20   19 

Unfunded SERP liability, net of taxes of $727 at June 30, 2024 and $718 at December 31, 2023

  437   407 
         

Accumulated other comprehensive loss

 $(16,732) $(12,037)

 

Changes in accumulated other comprehensive loss by component during the six months ended June 30, 2024 are as set forth below. All amounts are net of tax:

  

                      
  

Foreign Currency

  

Unrealized Gains on

  

Unrealized Holding

          
  

Translation

  

Interest Rate Swap

  

Gains on

  

Unfunded

      
  

Adjustment

  

Cash Flow Hedge

  

Marketable Securities

  

SERP Liability

   

Total

 
                      

Balance at December 31, 2023

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

Other comprehensive (loss) income before reclassifications

  (5,126)  1,286   1   61    (3,778)

Amount reclassified from accumulated other comprehensive loss

  351   (1,237)  -   (31)

(a)

  (917)

Net current period other comprehensive (loss) income

  (4,775)  49   1   30    (4,695)
                      

Balance at June 30, 2024

 $(21,198) $4,009  $20  $437   $(16,732)

 

(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)/income, net on the accompanying condensed consolidated statements of operations.

v3.24.2
Note 15 - Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

15.

COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

The Company is party to a number of legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material adverse effect on the Company's consolidated results of operations or consolidated financial position.

 

On June 23, 2021, a patent infringement lawsuit styled Bel Power Solutions, Inc. v. Monolithic Power Systems, Inc., Case Number 6:21cv00655, was filed in the United States District Court for the Western District of Texas (Waco Division) by Bel Power Solutions, Inc. against Monolithic Power Systems, Inc. ("MPS") for infringement of various patents directed towards systems, methods and articles of manufacture that provide a substantial improvement in power control for circuits, including novel and unique point-of-load regulators. On July 27, 2023, the Western District of Texas court filed an Order granting MPS’s motion for summary judgment of non-infringement. The Court’s memorandum and opinion is forthcoming. The Company is evaluating its options for appeal.

 

In connection with the Company's 2014 acquisition of the Power-One Power Solutions business ("Power Solutions") of ABB Ltd., there is an ongoing claim by the Arezzo Revenue Agency in Italy concerning certain tax matters related to what was then Power-One Asia Pacific Electronics Shenzhen Co. Ltd. (now Bel Power Solutions Asia Pacific Electronics Shenzhen Co. Ltd, or “BPS China”) for the years 2004 to 2006. In September 2012, the Tax Court of Arezzo ruled in favor of BPS China and cancelled the claim. In February 2013, the Arezzo Revenue Agency filed an appeal of the Tax Court’s ruling. The hearing of the appeal was held on October 2, 2014.  On October 13, 2014, BPS China was informed of the Regional Tax Commission of Florence ruling which was in favor of the Arezzo Revenue Agency and against BPS China. An appeal was filed on July 18, 2015 before the Regional Tax Commission of Florence and rejected. On December 5, 2016, the Arezzo Revenue Agency filed an appeal with the Supreme Court and BPS China filed a counter-appeal on January 4, 2017. The Supreme Court 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 condensed consolidated balance sheets at  June 30, 2024 and  December 31, 2023. As Bel is entitled to be fully indemnified in this matter per the terms of the stock purchase agreement with ABB, a corresponding other asset for indemnification is also included in other assets on the accompanying condensed consolidated balance sheets at June 30, 2024 and December 31, 2023.

 

In connection with the Company's 2021 acquisition of EOS Power ("EOS"), there is an ongoing claim asserted with respect to EOS by the Principal Commissioner of Customs (Preventive), Mumbai related to customs duties and imposed fines and penalties dating back to 1994. The original demand was in the amount of approximately$1.4 million, of which EOS has paid $0.5 million. EOS filed an Appeal in 2016 which is pending with the Customs, Excise and Service Tax Appellate Tribunal in Mumbai related to the $0.9 million balance of the original demand net of EOS' payment. As part of the EOS acquisition agreement entered into in March 2021, the Company is 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. As such, no estimate was accrued as of  June 30, 2024

 

The Company is not a party to any other legal proceeding, the adverse outcome of which is likely to have a material adverse effect on the Company's consolidated financial condition or consolidated results of operations.

v3.24.2
Note 16 - Segments
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

16.

SEGMENTS

 

The Company operates in one industry with three reportable operating segments, which represent the Company's three product groups, consisting of Power Solutions and Protection, Connectivity Solutions and Magnetic Solutions. The primary criteria by which financial performance is evaluated and resources are allocated are revenue and gross profit. The following is a summary of key financial data:

  

  

Three Months Ended June 30, 2024

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  Corporate  

Total

 

Revenue

 $58,551  $57,822  $16,832  $-  $133,205 

Gross Profit

  26,736   22,512   4,442   (294)  53,396 

Gross Profit %

  45.7%  38.9%  26.4%  nm   40.1%

  

  

Three Months Ended June 30, 2023

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  

Corporate

  

Total

 

Revenue

 $87,091  $54,843  $26,843  $-  $168,777 

Gross Profit

  31,124   20,512   6,595   (2,694)  55,537 

Gross Profit %

  35.7%  37.4%  24.6%  nm   32.9%

     

  

Six Months Ended June 30, 2024

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  Corporate  

Total

 

Revenue

 $118,798  $112,107  $30,390  $-  $261,295 

Gross Profit

  53,252   42,129   6,616   (523)  101,474 

Gross Profit %

  44.8%  37.6%  21.8%  nm   38.8%

   

  

Six Months Ended June 30, 2023

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  Corporate  

Total

 

Revenue

 $170,272  $108,239  $62,610  $-  $341,121 

Gross Profit

  60,804   38,708   14,763   (5,074)  109,201 

Gross Profit %

  35.7%  35.8%  23.6%  nm   32.0%

 

   

v3.24.2
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]  

Item 5.  Other Information

 

Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements

 

During the fiscal quarter ended  June 30, 2024, none of our officers or directors, as those terms are defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

 

Rule 10b5-1 Arrangement Adopted [Flag] false  
Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
v3.24.2
Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Cash and Cash Equivalents, Policy [Policy Text Block]

Cash, Cash Equivalents and Investments

 

Cash equivalents include short-term investments in money market funds and certificates of deposit with an original maturity of three months or less when purchased. Accounts at each U.S. institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Substantially all of our U.S. cash and cash equivalents balances are in excess of the FDIC insured limit. The Company periodically invests its excess cash in money market funds and U.S. Treasury Bills. The Company's cash and cash equivalents are placed with high credit quality financial institutions.

 

The Company has held to maturity securities comprised of U.S. Treasury Bills. These investments are classified as held to maturity as the Company has the intent and ability to hold these investments until they mature. The held to maturity securities mature within the next 12 months. The table below shows the amortized costs, associated gross unrealized gains and associated fair value of the held to maturity securities at June 30, 2024:

 

  

Amortized Cost

  

Gross Unrealized Gain

  

Fair Value

 

Held to maturity U.S. Treasury securities

 $58,822  $384  $59,206 

 

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 June 30, 2024.

 

Investment, Policy [Policy Text Block]

Investments

 

We account for non-marketable investments using the equity method of accounting if the investment gives us the ability to exercise significant influence over, but not control, of an investee. Significant influence generally exists if we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions.

 

Equity in earnings of unconsolidated affiliates, in the consolidated statements of operations, reflects our proportionate share of the investee's net income, including any associated affiliate taxes. Our proportionate share of the investee’s other comprehensive income (loss), net of income taxes, is recorded in the consolidated statements of stockholders’ equity and consolidated statements of comprehensive income. In general, the equity investment in our unconsolidated affiliates is equal to our original equity investment plus our share of those entities' undistributed earnings subsequent to our investment.

 

We evaluate our equity method investments for impairment at least annually or whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of an investment may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether an impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline in value to be other than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial statements as an impairment. See Note 2, "Investment in Innolectric", below, for our discussion on specific equity method investments.

 

Where we are unable to exercise significant influence over the investee, or when our investment balance is reduced to zero from our proportionate share of losses, the investments are accounted for under the cost method. Under the cost method, investments are carried at cost and adjusted only for other-than-temporary declines in fair value, distributions of earnings, additional investments, or in the case of an observable price change in an orderly transaction for an identical security.

 

All amounts included in the tables to these notes to condensed consolidated financial statements, except per share amounts, are in thousands.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Standards

 

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides temporary optional guidance on contract modifications and hedging accounting to ease the financial reporting burdens of the market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, which refined the scope of Topic 848 and clarified some of its guidance as part of the FASB’s monitoring of global reference rate activities. This updated guidance was effective upon issuance, and the Company was initially allowed to elect to apply the amendments prospectively through December 31, 2022.  In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848, which extended the date by which companies could elect to apply the amendments to December 31, 2024. During January 2023, the Company amended its credit agreement and related interest rate swap agreements to transition the reference rate from LIBOR to a Secured Overnight Financing Rate ("SOFR") effective January 31, 2023. In connection with these amendments, the Company adopted ASU 2020-04 in the first quarter of 2023 and elected to apply the relevant practical expedients within the guidance. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as amended. The new guidance broadens the information that an entity must consider in developing its expected credit loss estimates related to its financial instruments and adds to U.S. GAAP an impairment model that is based on expected losses rather than incurred losses. On January 1, 2023, the Company adopted ASU 2016-13. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

 

Accounting Standards Issued But Not Yet Adopted

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

v3.24.2
Note 1 - Basis of Presentation and Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Debt Securities, Held-to-Maturity [Table Text Block]
  

Amortized Cost

  

Gross Unrealized Gain

  

Fair Value

 

Held to maturity U.S. Treasury securities

 $58,822  $384  $59,206 
v3.24.2
Note 3 - Divestiture of Subsidiary (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Disposal Groups, Including Discontinued Operations [Table Text Block]
     
  

Total

 

Cash and cash equivalents

 $2,072 

Accounts receivable

  1,030 

Inventories

  1,310 

Property, plant and equipment

  326 

Other assets

  48 

Accounts payable

  (441)

Accrued expenses

  (126)

Income taxes payable

  (100)

Other current liabilities

  (13)

Other long-term liabilities

  (23)

Total net assets transferred

  4,083 

Consideration received

  5,063 

Gain on sale recognized

 $980 
v3.24.2
Note 4 - Revenue (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Disaggregation of Revenue [Table Text Block]
  

Three Months Ended June 30, 2024

  

Six Months Ended June 30, 2024

 
  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

 
                                 

By Geographic Region:

                                

North America

 $39,197  $45,380  $7,350  $91,927  $78,746  $89,264  $13,473  $181,483 

Europe

  14,610   11,242   1,118   26,970   30,943   20,678   2,334   53,955 

Asia

  4,744   1,200   8,364   14,308   9,109   2,165   14,583   25,857 
  $58,551  $57,822  $16,832  $133,205  $118,798  $112,107  $30,390  $261,295 
                                 

By Sales Channel:

                                

Direct to customer

 $37,572  $36,428  $11,793  $85,793  $76,397  $70,498  $21,579  $168,474 

Through distribution

  20,979   21,394   5,039   47,412   42,401   41,609   8,811   92,821 
  $58,551  $57,822  $16,832  $133,205  $118,798  $112,107  $30,390  $261,295 
  

Three Months Ended June 30, 2023

  

Six Months Ended June 30, 2023

 
  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

  

Power Solutions and Protection

  

Connectivity Solutions

  

Magnetic Solutions

  

Consolidated

 
                                 

By Geographic Region:

                                

North America

 $64,121  $44,233  $11,345  $119,699  $126,921  $87,245  $21,700  $235,866 

Europe

  15,907   9,561   2,666   28,134   29,507   17,962   5,431   52,900 

Asia

  7,063   1,049   12,832   20,944   13,844   3,032   35,479   52,355 
  $87,091  $54,843  $26,843  $168,777  $170,272  $108,239  $62,610  $341,121 
                                 

By Sales Channel:

                                

Direct to customer

 $62,022  $35,970  $18,268  $116,260  $121,636  $69,694  $45,679  $237,009 

Through distribution

  25,069   18,873   8,575   52,517   48,636   38,545   16,931   104,112 
  $87,091  $54,843  $26,843  $168,777  $170,272  $108,239  $62,610  $341,121 
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
  

June 30,

  

December 31,

 
  

2024

  

2023

 
         

Contract assets - current (unbilled receivables)

 $5,906  $12,793 

Contract liabilities - current (deferred revenue)

 $2,320  $3,046 
v3.24.2
Note 5 - Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Numerator:

                               

Net earnings

  $ 18,806     $ 27,775     $ 34,680     $ 42,347  

Less dividends declared:

                               

Class A

    127       128       256       257  

Class B

    725       742       1,472       1,490  

Undistributed earnings

  $ 17,954     $ 26,905     $ 32,952     $ 40,600  
                                 

Undistributed earnings allocation:

                               

Class A undistributed earnings

  $ 2,901     $ 4,330     $ 5,317     $ 6,533  

Class B undistributed earnings

    15,053       22,575       27,635       34,067  

Total undistributed earnings

  $ 17,954     $ 26,905     $ 32,952     $ 40,600  
                                 

Net earnings allocation:

                               

Class A net earnings

  $ 3,028     $ 4,458     $ 5,573     $ 6,790  

Class B net earnings

    15,778       23,317       29,107       35,557  

Net earnings

  $ 18,806     $ 27,775     $ 34,680     $ 42,347  
                                 

Denominator:

                               

Weighted-average shares outstanding:

                               

Class A

    2,124       2,142       2,131       2,142  

Class B

    10,492       10,634       10,551       10,636  
                                 

Net earnings per share:

                               

Class A

  $ 1.43     $ 2.08     $ 2.61     $ 3.17  

Class B

  $ 1.50     $ 2.19     $ 2.76     $ 3.34  
v3.24.2
Note 6 - Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block]
  

June 30, 2024

 
  

Carrying value

  

Fair value

  

Cash and cash equivalents

  

Other Current Assets

 

Cash

 $61,321  $61,321  $61,321  $- 

Level 1:

                

Money market funds

  22,201   22,201   22,201   - 

Money market funds (Rabbi Trust)

  804   804   -   - 

Subtotal

  23,005   23,005   22,201   - 

Level 2:

                

Certificates of deposit and time deposits

  4,553   4,868   1,454   3,099 

Subtotal

  4,553   4,868   1,454   3,099 

Total

 $88,879  $89,194  $84,976  $3,099 
  

December 31, 2023

 
  

Carrying value

  

Fair value

  

Cash and cash equivalents

  

Other Current Assets

 

Cash

 $57,544  $57,544  $57,544  $- 

Level 1:

                

Money market funds

  31,188   31,188   31,188   - 

Money market funds (Rabbi Trust)

  303   303   -   303 

Subtotal

  31,491   31,491   31,188   303 

Level 2:

                

Certificates of deposit and time deposits

  3,629   3,926   639   2,990 

Subtotal

  3,629   3,926   639   2,990 

Total

 $92,664  $92,961  $89,371  $3,293 
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]
 

Balance Sheet Classification

 

June 30, 2024

  

December 31, 2023

 

Derivative assets:

         

Foreign currency forward contracts:

         

Designated as cash flow hedges

Other current assets

 $-  $- 

Non designated as hedging instruments

Other current assets

  -   486 

Interest rate swap agreements:

         

Designated as a cash flow hedge

Other assets

  4,012   3,960 

Total derivative assets

 $4,012  $4,446 
          

Derivative liabilities:

         

Foreign currency forward contracts:

         

Designated as cash flow hedges

Other current liabilities

 $232  $5 

Not designated as hedging instruments

Other current liabilities

  292   - 

Total derivative liabilities

 $524  $5 
v3.24.2
Note 7 - Inventories (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
   

June 30,

   

December 31,

 
   

2024

   

2023

 

Raw materials

  $ 54,903     $ 63,647  

Work in progress

    44,000       42,038  

Finished goods

    29,028       30,855  

Inventories

  $ 127,931     $ 136,540  
v3.24.2
Note 8 - Property, Plant and Equipment (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]
  

June 30,

  

December 31,

 
  

2024

  

2023

 

Land

 $117  $348 

Buildings and improvements

  12,945   15,286 

Machinery and equipment

  98,439   98,527 

Construction in progress

  1,507   1,567 
   113,008   115,728 

Accumulated depreciation

  (77,926)  (79,195)

Property, plant and equipment, net

 $35,082  $36,533 
v3.24.2
Note 9 - Accrued Expenses (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Accrued Liabilities [Table Text Block]
   

June 30,

   

December 31,

 
   

2024

   

2023

 

Salaries, bonuses and related benefits

  $ 22,370     $ 33,566  

Deferred revenue

    2,320       3,046  

Accrued restructuring costs

    4,054       5,498  

Sales commissions

    2,377       2,347  

Warranty accrual

    1,659       1,542  

Other

    6,136       8,658  
    $ 38,916     $ 54,657  
Restructuring and Related Costs [Table Text Block]
           

Six Months Ended

         
           

June 30, 2024

         
   

Liability at

           

Cash Payments

   

Liability at

 
   

December 31,

   

New

   

and Other

   

June 30,

 
   

2023

   

Charges

   

Settlements

   

2024

 

Severance costs

  $ 1,551     $ 703     $ (2,045 )   $ 209  

Other restructuring costs

    3,947       -       (102 )     3,845  

Total

  $ 5,498     $ 703     $ (2,147 )   $ 4,054  
v3.24.2
Note 10 - Derivative Instruments and Hedging Activities (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Derivative Instruments, Gain (Loss) [Table Text Block]
  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Net (losses) gains recognized in AOCL:

                

Foreign currency forward contracts

 $(77) $(1,091) $(188) $(1,452)

Interest rate swap agreements

  331   1,351   1,286   943 
  $254  $260  $1,098  $(509)
                 

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

                

Foreign currency forward contracts

 $(83) $(37) $(351) $114 

Interest rate swap agreements

  622   562   1,237   1,048 
  $539  $525  $886  $1,162 
Derivatives Not Designated as Hedging Instruments [Table Text Block]
   

Three Months Ended

  

Six Months Ended

 
   

June 30,

  

June 30,

 
 

Classification in Consolidated Statements of Operations

 

2024

  

2023

  

2024

  

2023

 

Foreign currency forward contracts

Other (expense)/income, net

 $103  $34   262  $34 
   $103  $34  $262  $34 
v3.24.2
Note 13 - Retirement, Savings and Deferred Compensation Plans (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Net Benefit Costs [Table Text Block]
  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2024

  

2023

  

2024

  

2023

 

Service cost

 $99  $92  $198  $185 

Interest cost

  226   221   452   443 

Net amortization

  20   18   40   35 

Net periodic benefit cost

 $345  $331  $690  $663 
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]
  

June 30,

  

December 31,

 
  

2024

  

2023

 

Prior service cost

 $172  $212 

Net gain

  (1,336)  (1,336)
  $(1,164) $(1,124)
v3.24.2
Note 14 - Accumulated Other Comprehensive Loss (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]
  

June 30,

  

December 31,

 
  

2024

  

2023

 
         

Foreign currency translation adjustment, net of taxes of ($302) at June 30, 2024 and ($276) at December 31, 2023

 $(21,198) $(16,423)

Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0 at June 30, 2024 and $0 at December 31, 2023

  4,009   3,960 

Unrealized holding gains on marketable securities, net of taxes of ($7) at June 30, 2024 and ($7) at December 31, 2023

  20   19 

Unfunded SERP liability, net of taxes of $727 at June 30, 2024 and $718 at December 31, 2023

  437   407 
         

Accumulated other comprehensive loss

 $(16,732) $(12,037)
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component [Table Text Block]
                      
  

Foreign Currency

  

Unrealized Gains on

  

Unrealized Holding

          
  

Translation

  

Interest Rate Swap

  

Gains on

  

Unfunded

      
  

Adjustment

  

Cash Flow Hedge

  

Marketable Securities

  

SERP Liability

   

Total

 
                      

Balance at December 31, 2023

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

Other comprehensive (loss) income before reclassifications

  (5,126)  1,286   1   61    (3,778)

Amount reclassified from accumulated other comprehensive loss

  351   (1,237)  -   (31)

(a)

  (917)

Net current period other comprehensive (loss) income

  (4,775)  49   1   30    (4,695)
                      

Balance at June 30, 2024

 $(21,198) $4,009  $20  $437   $(16,732)
v3.24.2
Note 16 - Segments (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

Three Months Ended June 30, 2024

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  Corporate  

Total

 

Revenue

 $58,551  $57,822  $16,832  $-  $133,205 

Gross Profit

  26,736   22,512   4,442   (294)  53,396 

Gross Profit %

  45.7%  38.9%  26.4%  nm   40.1%
  

Three Months Ended June 30, 2023

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  

Corporate

  

Total

 

Revenue

 $87,091  $54,843  $26,843  $-  $168,777 

Gross Profit

  31,124   20,512   6,595   (2,694)  55,537 

Gross Profit %

  35.7%  37.4%  24.6%  nm   32.9%
  

Six Months Ended June 30, 2024

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  Corporate  

Total

 

Revenue

 $118,798  $112,107  $30,390  $-  $261,295 

Gross Profit

  53,252   42,129   6,616   (523)  101,474 

Gross Profit %

  44.8%  37.6%  21.8%  nm   38.8%
  

Six Months Ended June 30, 2023

 
  

Power Solutions

  

Connectivity

  

Magnetic

  

 

     
  

and Protection

  

Solutions

  

Solutions

  Corporate  

Total

 

Revenue

 $170,272  $108,239  $62,610  $-  $341,121 

Gross Profit

  60,804   38,708   14,763   (5,074)  109,201 

Gross Profit %

  35.7%  35.8%  23.6%  nm   32.0%

 

v3.24.2
Note 1 - Basis of Presentation and Accounting Policies - Held to Maturity Securities (Details) - US Treasury Securities [Member]
$ in Thousands
Jun. 30, 2024
USD ($)
Held to maturity U.S. Treasury securities, amortized cost $ 58,822
Held to maturity U.S. Treasury securities, gross unrealized gains 384
Held to maturity U.S. Treasury securities, fair value $ 59,206
v3.24.2
Note 2 - Investment in Innolectric (Details Textual)
$ in Thousands, € in Millions
3 Months Ended 6 Months Ended
Feb. 01, 2023
USD ($)
Feb. 01, 2023
EUR (€)
Jun. 30, 2024
USD ($)
Jun. 30, 2024
EUR (€)
Jun. 30, 2024
USD ($)
Jun. 30, 2024
EUR (€)
Jun. 30, 2024
EUR (€)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
EUR (€)
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures     $ 9,943   $ 9,943     $ 10,282  
Innolectric AG [Member]                  
Loans and Leases Receivable, Related Parties, Additions | €       € 0.2   € 0.7      
Loans and Leases Receivable, Related Parties     2,800   2,800   € 2.6 $ 2,100 € 2.0
Loans and Leases Receivable, Interest Rate               5.00% 5.00%
Innolectric AG [Member] | Power Solutions and Protection Segment [Member]                  
Net Income (Loss) Attributable to Noncontrolling Interest     $ (300)   $ (100)        
Innolectric AG [Member]                  
Subsidiary, Ownership Percentage, Noncontrolling Owner 33.33%                
Payments to Acquire Interest in Subsidiaries and Affiliates $ 8,800 € 8.0              
Business Acquisition, Transaction Costs 1,300                
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures 11,000                
Business Combination, Consideration Transferred, Liabilities Incurred $ 1,000                
v3.24.2
Note 3 - Divestiture of Subsidiary (Details Textual) - USD ($)
$ in Thousands
Jun. 30, 2024
Jun. 01, 2023
Bel Stewart s.r.o. [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]    
Disposal Group, Including Discontinued Operation, Consideration $ 5,063 $ 5,100
v3.24.2
Note 3 - Divestiture of Subsidiary - Assets and Liabilities Included in Sale (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 01, 2023
Gain on sale recognized $ 0 $ 1,115 $ 0 $ 1,115  
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Bel Stewart s.r.o. [Member]          
Cash and cash equivalents 2,072   2,072    
Accounts receivable 1,030   1,030    
Inventories 1,310   1,310    
Property, plant and equipment 326   326    
Other assets 48   48    
Accounts payable 441   441    
Accrued expenses 126   126    
Income taxes payable 100   100    
Other current liabilities 13   13    
Other long-term liabilities 23   23    
Total net assets transferred 4,083   4,083    
Consideration received $ 5,063   5,063   $ 5,100
Gain on sale recognized     $ 980    
v3.24.2
Note 4 - Revenue (Details Textual)
$ in Millions
Jun. 30, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01  
Revenue, Remaining Performance Obligation, Amount $ 18.4
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Amount $ 10.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Amount $ 3.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 1 year
v3.24.2
Note 4 - Revenue - Disaggregation of Revenue by Product Group and Sales Channel (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net sales $ 133,205 $ 168,777 $ 261,295 $ 341,121
Sales Channel, Directly to Consumer [Member]        
Net sales 85,793 116,260 168,474 237,009
Sales Channel, Through Intermediary [Member]        
Net sales 47,412 52,517 92,821 104,112
Power Solutions and Protection [Member]        
Net sales 58,551 87,091 118,798 170,272
Power Solutions and Protection [Member] | Sales Channel, Directly to Consumer [Member]        
Net sales 37,572 62,022 76,397 121,636
Power Solutions and Protection [Member] | Sales Channel, Through Intermediary [Member]        
Net sales 20,979 25,069 42,401 48,636
Connectivity Solutions [Member]        
Net sales 57,822 54,843 112,107 108,239
Connectivity Solutions [Member] | Sales Channel, Directly to Consumer [Member]        
Net sales 36,428 35,970 70,498 69,694
Connectivity Solutions [Member] | Sales Channel, Through Intermediary [Member]        
Net sales 21,394 18,873 41,609 38,545
Magnetic Solutions [Member]        
Net sales 16,832 26,843 30,390 62,610
Magnetic Solutions [Member] | Sales Channel, Directly to Consumer [Member]        
Net sales 11,793 18,268 21,579 45,679
Magnetic Solutions [Member] | Sales Channel, Through Intermediary [Member]        
Net sales 5,039 8,575 8,811 16,931
North America [Member]        
Net sales 91,927 119,699 181,483 235,866
North America [Member] | Power Solutions and Protection [Member]        
Net sales 39,197 64,121 78,746 126,921
North America [Member] | Connectivity Solutions [Member]        
Net sales 45,380 44,233 89,264 87,245
North America [Member] | Magnetic Solutions [Member]        
Net sales 7,350 11,345 13,473 21,700
Europe [Member]        
Net sales 26,970 28,134 53,955 52,900
Europe [Member] | Power Solutions and Protection [Member]        
Net sales 14,610 15,907 30,943 29,507
Europe [Member] | Connectivity Solutions [Member]        
Net sales 11,242 9,561 20,678 17,962
Europe [Member] | Magnetic Solutions [Member]        
Net sales 1,118 2,666 2,334 5,431
Asia [Member]        
Net sales 14,308 20,944 25,857 52,355
Asia [Member] | Power Solutions and Protection [Member]        
Net sales 4,744 7,063 9,109 13,844
Asia [Member] | Connectivity Solutions [Member]        
Net sales 1,200 1,049 2,165 3,032
Asia [Member] | Magnetic Solutions [Member]        
Net sales $ 8,364 $ 12,832 $ 14,583 $ 35,479
v3.24.2
Note 4 - Revenue - Contract Assets and Contract Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Contract assets - current (unbilled receivables) $ 5,906 $ 12,793
Contract liabilities - current (deferred revenue) $ 2,320 $ 3,046
v3.24.2
Note 5 - Earnings Per Share - Basic and Diluted Net Earnings Per Common Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Net earnings $ 18,806 $ 15,874 $ 27,775 $ 14,572 $ 34,680 $ 42,347
Undistributed earnings 17,954   26,905   32,952 40,600
Common Class A [Member]            
Net earnings 3,028   4,458   5,573 6,790
Less dividends declared 127 129 128 128 256 257
Undistributed earnings $ 2,901   $ 4,330   $ 5,317 $ 6,533
Class A - basic and diluted (in shares) 2,124   2,142   2,131 2,142
Net earnings per common share - basic and diluted (in dollars per share) $ 1.43   $ 2.08   $ 2.61 $ 3.17
Common Class B [Member]            
Net earnings $ 15,778   $ 23,317   $ 29,107 $ 35,557
Less dividends declared 725 $ 747 742 $ 747 1,472 1,490
Undistributed earnings $ 15,053   $ 22,575   $ 27,635 $ 34,067
Class A - basic and diluted (in shares) 10,492   10,634   10,551 10,636
Net earnings per common share - basic and diluted (in dollars per share) $ 1.5   $ 2.19   $ 2.76 $ 3.34
v3.24.2
Note 6 - Fair Value Measurements (Details Textual) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Derivative Asset $ 4,012 $ 4,446
Long-Term Debt, Fair Value 60,000  
Long-Term Debt, Gross   60,000
Fair Value, Nonrecurring [Member]    
Assets, Fair Value Disclosure, Total 0 0
Foreign Exchange Forward [Member]    
Derivative Assets (Liabilities), at Fair Value, Net 500 500
Interest Rate Swap [Member]    
Derivative Asset 4,000 4,000
Investments Held in Rabbi Trust [Member]    
Debt Securities, Available-for-Sale $ 800 $ 300
v3.24.2
Note 6 - Fair Value Measurements - Fair Value Assets by Investment Category (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Cash and Cash Equivalents [Member]    
Assets, fair value $ 84,976 $ 89,371
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 22,201 31,188
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets, fair value 1,454 639
Other Current Assets [Member]    
Assets, fair value 3,099 3,293
Other Current Assets [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 0 303
Other Current Assets [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets, fair value 3,099 2,990
Cash [Member] | Cash and Cash Equivalents [Member]    
Assets, fair value 61,321 57,544
Cash [Member] | Other Current Assets [Member]    
Assets, fair value 0 0
Money Market Funds [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 22,201 31,188
Money Market Funds [Member] | Other Current Assets [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 0 0
Money Market Funds, Rabbi Trust [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 0 0
Money Market Funds, Rabbi Trust [Member] | Other Current Assets [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 0 303
Certificates of Deposit [Member] | Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets, fair value 1,454 639
Certificates of Deposit [Member] | Other Current Assets [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets, fair value 3,099 2,990
Reported Value Measurement [Member]    
Assets, fair value 88,879 92,664
Reported Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 23,005 31,491
Reported Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets, fair value 4,553 3,629
Reported Value Measurement [Member] | Cash [Member]    
Assets, fair value 61,321 57,544
Reported Value Measurement [Member] | Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 22,201 31,188
Reported Value Measurement [Member] | Money Market Funds, Rabbi Trust [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 804 303
Reported Value Measurement [Member] | Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets, fair value 4,553 3,629
Estimate of Fair Value Measurement [Member]    
Assets, fair value 89,194 92,961
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 23,005 31,491
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets, fair value 4,868 3,926
Estimate of Fair Value Measurement [Member] | Cash [Member]    
Assets, fair value 61,321 57,544
Estimate of Fair Value Measurement [Member] | Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 22,201 31,188
Estimate of Fair Value Measurement [Member] | Money Market Funds, Rabbi Trust [Member] | Fair Value, Inputs, Level 1 [Member]    
Assets, fair value 804 303
Estimate of Fair Value Measurement [Member] | Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member]    
Assets, fair value $ 4,868 $ 3,926
v3.24.2
Note 6 - Fair Value Measurements - Fair Value of Derivative Financial Instruments (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Total derivative assets $ 4,012 $ 4,446
Total derivative liabilities 524 5
Interest Rate Swap [Member]    
Total derivative assets 4,000 4,000
Other Current Assets [Member] | Foreign Exchange Forward [Member]    
Designated as cash flow hedges 0 0
Non designated as hedging instruments 0 486
Other Noncurrent Assets [Member] | Interest Rate Swap [Member]    
Designated as a cash flow hedge 4,012 3,960
Other Current Liabilities [Member] | Foreign Exchange Forward [Member]    
Designated as a cash flow hedge 232 5
Not designated as hedging instruments $ 292 $ 0
v3.24.2
Note 7 - Inventories - Components of Inventories (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Raw materials $ 54,903 $ 63,647
Work in progress 44,000 42,038
Finished goods 29,028 30,855
Inventories $ 127,931 $ 136,540
v3.24.2
Note 8 - Property, Plant and Equipment (Details Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Depreciation $ 2.3 $ 2.2 $ 4.6 $ 4.2  
Zhongshan, PRC [Member]          
Asset, Held-for-Sale, Not Part of Disposal Group $ 2.1   $ 2.1   $ 1.3
v3.24.2
Note 8 - Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Property, plant and equipment, gross $ 113,008 $ 115,728
Accumulated depreciation (77,926) (79,195)
Property, plant and equipment, net 35,082 36,533
Land [Member]    
Property, plant and equipment, gross 117 348
Building and Building Improvements [Member]    
Property, plant and equipment, gross 12,945 15,286
Machinery and Equipment [Member]    
Property, plant and equipment, gross 98,439 98,527
Construction in Progress [Member]    
Property, plant and equipment, gross $ 1,507 $ 1,567
v3.24.2
Note 9 - Accrued Expenses - Accrued Expenses (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Salaries, bonuses and related benefits $ 22,370 $ 33,566
Deferred revenue 2,320 3,046
Accrued restructuring costs 4,054 5,498
Sales commissions 2,377 2,347
Warranty accrual 1,659 1,542
Other 6,136 8,658
Accrued Liabilities, Current $ 38,916 $ 54,657
v3.24.2
Note 9 - Accrued Expenses - Activity and Liability Balances Related to Restructuring Costs (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Liability, beginning balance $ 5,498
New charges 703
Cash payment and other settlements (2,147)
Liability, ending balance 4,054
Employee Severance [Member]  
Liability, beginning balance 1,551
New charges 703
Cash payment and other settlements (2,045)
Liability, ending balance 209
Other Restructuring [Member]  
Liability, beginning balance 3,947
New charges 0
Cash payment and other settlements (102)
Liability, ending balance $ 3,845
v3.24.2
Note 10 - Derivative Instruments and Hedging Activities (Details Textual) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Jan. 31, 2023
Foreign Exchange Forward [Member]      
Derivative, Notional Amount $ 18.8 $ 25.8  
The 2021 Swaps One [Member]      
Derivative, Notional Amount $ 30.0    
Derivative, Fixed Interest Rate 1.3055%   1.334%
Derivative, Basis Spread on Variable Rate     0.10%
The 2021 Swaps Two [Member]      
Derivative, Notional Amount $ 30.0    
Derivative, Fixed Interest Rate 1.318%   1.348%
v3.24.2
Note 10 - Derivative Instruments and Hedging Activities - Derivative Financial Instruments Effects on Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net (losses) gains recognized in AOCL $ 254 $ 260 $ 1,098 $ (509)
Net losses reclassified from AOCL to the consolidated statement of operations 539 525 886 1,162
Foreign Exchange Forward [Member]        
Net (losses) gains recognized in AOCL (77) (1,091) (188) (1,452)
Net losses reclassified from AOCL to the consolidated statement of operations (83) (37) (351) 114
Interest Rate Swap [Member]        
Net (losses) gains recognized in AOCL 331 1,351 1,286 943
Net losses reclassified from AOCL to the consolidated statement of operations $ 622 $ 562 $ 1,237 $ 1,048
v3.24.2
Note 10 - Derivative Instruments and Hedging Activities - (Losses) Gains Recognized on Derivatives Instruments Not Designated as Hedging (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Derivative instruments gain (loss) $ 103 $ 34 $ 262 $ 34
Foreign Exchange Forward [Member] | Nonoperating Income (Expense) [Member]        
Derivative instruments gain (loss) $ 103 $ 34 $ 262 $ 34
v3.24.2
Note 11 - Debt (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 18 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Revolving Credit Facility [Member]              
Long-Term Line of Credit $ 60,000   $ 60,000   $ 60,000   $ 60,000
Credit and Security Agreement with KeyBank [Member]              
Interest Expense, Debt 400 $ 900 800 $ 1,900      
Debt, Weighted Average Interest Rate           2.47%  
Long-Term Debt, Percentage Bearing Variable Interest, Amount           $ 0  
Credit and Security Agreement with KeyBank [Member] | Revolving Credit Facility [Member]              
Line of Credit Facility, Maximum Borrowing Capacity 175,000   175,000   $ 175,000    
Debt Instrument, Term (Year)         5 years    
Line of Credit Facility, Maximum Letters of Credit Capacity 10,000   10,000   $ 10,000    
Line of Credit Facility, Maximum Swing Line Loan Capacity 5,000   5,000   5,000    
Line of Credit Facility, Remaining Borrowing Capacity $ 115,000   $ 115,000   $ 115,000   $ 115,000
v3.24.2
Note 12 - Income Taxes (Details Textual) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Unrecognized Tax Benefits $ 18.0   $ 19.8
Unrecognized Tax Benefits, Reduction From Lapse of Applicable Statue of Limitations 2.7    
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense 0.2 $ 0.3  
Deferred Tax Assets, Valuation Allowance $ 1.1   $ 2.0
v3.24.2
Note 13 - Retirement, Savings and Deferred Compensation Plans (Details Textual)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Supplemental Employee Retirement Plan [Member]          
Deferred Compensation Arrangement with Individual, Compensation Expense $ 0.1 $ 0.3 $ 0.2 $ 0.9  
Bel Fuse Inc. Employees' Savings Plan [Member]          
Defined Contribution Plan, Cost $ 0.3 0.3 $ 0.9 0.7  
Bel Fuse Inc. Employees' Savings Plan [Member] | Common Class A [Member]          
Shares Held in Plan (in shares) | shares 271,013   271,013    
Bel Fuse Inc. Employees' Savings Plan [Member] | Common Class B [Member]          
Shares Held in Plan (in shares) | shares 59,080   59,080    
Nonqualified Deferred Compensation Plan [Member]          
Deferred Compensation Arrangement, Vesting Age 65   65    
Deferred Compensation Plan Assets $ 1.2   $ 1.2   $ 1.0
Nonqualified Deferred Compensation Plan [Member] | Maximum [Member]          
Deferred Compensation Arrangement with Individual, Compensation Expense $ 0.1 $ 0.1 $ 0.1 $ 0.1  
v3.24.2
Note 13 - Retirement, Savings and Deferred Compensation Plans - Components of SERP Expense (Details) - Supplemental Employee Retirement Plan [Member] - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Service cost $ 99 $ 92 $ 198 $ 185
Interest cost 226 221 452 443
Net amortization 20 18 40 35
Net periodic benefit cost $ 345 $ 331 $ 690 $ 663
v3.24.2
Note 13 - Retirement, Savings and Deferred Compensation Plans - Amounts Recognized in Accumulated Other Comprehensive Loss (Details) - Supplemental Employee Retirement Plan [Member] - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Prior service cost $ 172 $ 212
Net gain (1,336) (1,336)
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax $ (1,164) $ (1,124)
v3.24.2
Note 14 - Accumulated Other Comprehensive Loss - Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Foreign currency translation adjustment, net of taxes of ($302) at June 30, 2024 and ($276) at December 31, 2023 $ (21,198) $ (16,423)
Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0 at June 30, 2024 and $0 at December 31, 2023 4,009 3,960
Unrealized holding gains on marketable securities, net of taxes of ($7) at June 30, 2024 and ($7) at December 31, 2023 20 19
Unfunded SERP liability, net of taxes of $727 at June 30, 2024 and $718 at December 31, 2023 437 407
Accumulated other comprehensive loss $ (16,732) $ (12,037)
v3.24.2
Note 14 - Accumulated Other Comprehensive Loss - Accumulated Other Comprehensive Loss (Details) (Parentheticals) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Foreign currency translation adjustment, tax $ (302) $ (276)
Unrealized gains (losses) on interest rate swap cash flow hedge, tax 0 0
Unrealized holding gains on available-for-sale securities, tax (7) (7)
Change in unfunded SERP liabilityChange in unfunded SERP liability, tax, tax $ 727 $ 718
v3.24.2
Note 14 - Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Balance $ 346,657 $ 278,063 $ 340,558 $ 262,346
Other comprehensive loss (1,275) (1,428) (4,695) (310)
Balance 356,415 304,490 356,415 304,490
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]        
Balance     (16,423)  
Other comprehensive (loss) income before reclassifications     (5,126)  
Amount reclassified from accumulated other comprehensive loss [1]     351  
Other comprehensive loss     (4,775)  
Balance (21,198)   (21,198)  
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member]        
Balance     3,960  
Other comprehensive (loss) income before reclassifications     1,286  
Amount reclassified from accumulated other comprehensive loss [1]     (1,237)  
Other comprehensive loss     49  
Balance 4,009   4,009  
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member]        
Balance     19  
Other comprehensive (loss) income before reclassifications     1  
Amount reclassified from accumulated other comprehensive loss [1]     0  
Other comprehensive loss     1  
Balance 20   20  
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]        
Balance     407  
Other comprehensive (loss) income before reclassifications     61  
Amount reclassified from accumulated other comprehensive loss [1]     (31)  
Other comprehensive loss     30  
Balance 437   437  
AOCI Attributable to Parent [Member]        
Balance (15,457) (15,428) (12,037) (16,546)
Other comprehensive (loss) income before reclassifications     (3,778)  
Amount reclassified from accumulated other comprehensive loss [1]     (917)  
Other comprehensive loss     (4,695)  
Balance $ (16,732) $ (16,856) $ (16,732) $ (16,856)
[1] 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 income/expense, net on the accompanying condensed consolidated statements of operations.
v3.24.2
Note 15 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Millions
12 Months Ended 252 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Mar. 31, 2024
Dec. 31, 1994
Arezzo Revenue Agency [Member]        
Loss Contingency, Estimate of Possible Loss     $ 12.0  
EOS Claim From Principal Commissioner of Customs [Member] | EOS Power Panama Inc. [Member]        
Customs Duties and Imposed Fines $ 0.9     $ 1.4
Payment for Customs Duties and Imposed Fines and Penalties   $ 0.5    
Indemnification Period (Year) 7 years      
v3.24.2
Note 16 - Segments (Details Textual)
6 Months Ended
Jun. 30, 2024
Number of Industry in which Entity Operates 1
Number of Operating Segments 3
Number of Reportable Segments 3
v3.24.2
Note 16 - Segments - Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue $ 133,205 $ 168,777 $ 261,295 $ 341,121
Gross Profit $ 53,396 $ 55,537 $ 101,474 $ 109,201
Gross Profit % 40.10% 32.90% 38.80% 32.00%
Power Solutions and Protection Segment [Member]        
Revenue $ 58,551 $ 87,091 $ 118,798 $ 170,272
Gross Profit $ 26,736 $ 31,124 $ 53,252 $ 60,804
Gross Profit % 45.70% 35.70% 44.80% 35.70%
Connectivity Solutions [Member]        
Revenue $ 57,822 $ 54,843 $ 112,107 $ 108,239
Gross Profit $ 22,512 $ 20,512 $ 42,129 $ 38,708
Gross Profit % 38.90% 37.40% 37.60% 35.80%
Magnetic Solutions Segment [Member]        
Revenue $ 16,832 $ 26,843 $ 30,390 $ 62,610
Gross Profit $ 4,442 $ 6,595 $ 6,616 $ 14,763
Gross Profit % 26.40% 24.60% 21.80% 23.60%
Corporate Segment [Member]        
Revenue $ 0 $ 0 $ 0 $ 0
Gross Profit $ (294) $ (2,694) $ (523) $ (5,074)

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