[Financial Highlights and Outlook](index=1&type=section&id=Financial%20Highlights%20and%20Outlook) The company reported strong Q2 2025 results with a 26.3% sales increase driven by key sectors and provided a positive outlook for Q3 Q2 2025 Key Financial Metrics vs. Q2 2024 | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $168.3M | $133.2M | +26.3% | | Gross Profit Margin | 38.7% | 40.1% | -1.4 p.p. | | GAAP Net Earnings | $26.9M | $18.8M | +43.1% | | Adjusted EBITDA | $35.2M | $27.7M | +27.1% | | Adjusted EBITDA Margin | 20.9% | 20.8% | +0.1 p.p. | - Performance was driven by strength in **defense and commercial aerospace applications**, and a rebound in **networking and distribution sales** following a prolonged period of inventory destocking[2](index=2&type=chunk) Q3 2025 Financial Outlook | Metric | Guidance | | :--- | :--- | | Net Sales | $165M - $180M | | Gross Margins | 37% - 39% | - The company noted that tariffs had a minimal impact on performance, accounting for only **$2.2 million** of low-margin sales in Q2[3](index=3&type=chunk) [Financial Statements](index=5&type=section&id=Financial%20Statements) Financial statements show significant year-over-year growth, a solid balance sheet with reduced debt, and decreased cash from operations [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales and net earnings showed significant growth for both the second quarter and first half of 2025 compared to the prior year Statement of Operations Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $168,299 | $133,205 | $320,537 | $261,295 | | Gross Profit | $65,083 | $53,396 | $123,902 | $101,474 | | Income from Operations | $29,860 | $22,623 | $54,883 | $40,477 | | Net Earnings Attributable to Bel | $26,861 | $18,806 | $44,735 | $34,680 | | Class B EPS (diluted) | $2.14 | $1.50 | $3.58 | $2.76 | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of June 30, 2025 reflects stable assets, reduced liabilities due to debt repayment, and increased stockholders' equity Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $59,284 | $68,253 | | Total Current Assets | $378,615 | $373,530 | | Total Assets | $950,580 | $949,789 | | Long-term debt | $250,000 | $287,500 | | Total Liabilities | $464,871 | $508,627 | | Stockholders' equity | $404,743 | $360,576 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash from operations decreased year-over-year, while cash used in financing increased significantly due to repayments of long-term debt Cash Flow Summary - Six Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $28,864 | $38,344 | | Net cash used in investing activities | $(1,679) | $(25,956) | | Net cash used in financing activities | $(39,841) | $(15,849) | | Net decrease in cash and cash equivalents | $(8,969) | $(4,395) | - The primary use of cash in financing activities during the first half of 2025 was **$42.5 million for repayments of long-term debt**[20](index=20&type=chunk) [Product Group Highlights](index=9&type=section&id=Product%20Group%20Highlights) Q2 2025 sales growth was led by Power and Magnetic Solutions, with notable gross margin expansion in the Magnetic Solutions group Q2 2025 Product Group Performance vs. Q2 2024 | Product Group | Sales (Q2-25) | % Change | Gross Margin (Q2-25) | Basis Point Change | | :--- | :--- | :--- | :--- | :--- | | Power Solutions and Protection | $86,799K | 48.2% | 41.9% | (380) | | Connectivity Solutions | $59,202K | 2.4% | 39.2% | 30 | | Magnetic Solutions | $22,298K | 32.5% | 28.7% | 230 | YTD 2025 Product Group Performance vs. YTD 2024 | Product Group | Sales (YTD 2025) | % Change | Gross Margin (YTD 2025) | Basis Point Change | | :--- | :--- | :--- | :--- | :--- | | Power Solutions and Protection | $169,853K | 43.0% | 42.2% | (260) | | Connectivity Solutions | $109,932K | -1.9% | 38.6% | 100 | | Magnetic Solutions | $40,752K | 34.1% | 26.9% | 510 | [GAAP to Non-GAAP Reconciliation](index=10&type=section&id=GAAP%20to%20Non-GAAP%20Reconciliation) Reconciliations from GAAP to Non-GAAP metrics show increased Adjusted EBITDA and slightly lower Non-GAAP EPS for Q2 2025 - In Q4 2024, the company modified its Non-GAAP definitions to also exclude **stock-based compensation, amortization of intangibles, and unrealized foreign currency exchange gains/losses**[4](index=4&type=chunk)[26](index=26&type=chunk)[33](index=33&type=chunk) [Reconciliation to Non-GAAP Operating Income and Adjusted EBITDA](index=10&type=section&id=Reconciliation%20to%20Non-GAAP%20Operating%20Income%20and%20Adjusted%20EBITDA) Adjusted EBITDA increased to $35.2 million for Q2 2025 and $66.1 million for the first half, showing year-over-year growth Adjusted EBITDA Reconciliation Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | GAAP Operating Income | $29,860 | $22,623 | $54,883 | $40,477 | | Non-GAAP Operating Income | $28,585 | $24,232 | $52,812 | $42,955 | | Adjusted EBITDA | $35,185 | $27,671 | $66,096 | $50,078 | [Reconciliation to Non-GAAP EPS](index=11&type=section&id=Reconciliation%20to%20Non-GAAP%20EPS) Q2 2025 Non-GAAP EPS was $1.67, adjusted from GAAP EPS of $2.14, primarily due to currency gains and a property sale GAAP vs. Non-GAAP EPS (Class B) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | GAAP EPS | $2.14 | $1.50 | $3.58 | $2.76 | | Non-GAAP EPS | $1.67 | $1.70 | $3.02 | $3.04 | [Appendix](index=2&type=section&id=Appendix) This section contains corporate information, conference call details, a business overview, and forward-looking statements [Conference Call](index=2&type=section&id=Conference%20Call) A conference call to discuss results is scheduled for July 25, 2025, with webcast and replay information provided - A conference call is scheduled for **8:30 a.m. ET on Friday, July 25, 2025**, with live and replay access available via phone and webcast[6](index=6&type=chunk) [About Bel](index=2&type=section&id=About%20Bel) Bel designs and manufactures products for powering, protecting, and connecting electronics across various key industries - Bel's business is organized into three product groups: **Power Solutions and Protection, Connectivity Solutions, and Magnetic Solutions**[7](index=7&type=chunk) - The company serves a broad range of industries, including **networking, telecommunications, defense, commercial aerospace, transportation, and eMobility**[7](index=7&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This section contains a safe harbor statement outlining risks and uncertainties related to forward-looking guidance - This section contains a standard **"safe harbor" provision** under the Private Securities Litigation Reform Act of 1995[8](index=8&type=chunk) - Key risks highlighted include difficulties integrating the **November 2024 acquisition of Enercon**, cyclical demand, and geopolitical risks related to operations in Israel[8](index=8&type=chunk)[9](index=9&type=chunk)

Core Viewpoint - The article compares Bel Fuse (BELFB) and Rockwell Automation (ROK) to determine which stock is more attractive to value investors, highlighting BELFB as the superior option based on various valuation metrics [1][6]. Valuation Metrics - BELFB has a forward P/E ratio of 16.41, significantly lower than ROK's forward P/E of 34.70, indicating that BELFB may be undervalued relative to ROK [5]. - The PEG ratio for BELFB is 1.09, while ROK's PEG ratio is 3.81, suggesting that BELFB offers better value when considering expected earnings growth [5]. - BELFB's P/B ratio stands at 3.34, compared to ROK's P/B of 10.6, further supporting the argument that BELFB is more attractively priced [6]. Investment Outlook - Both BELFB and ROK have a Zacks Rank of 2 (Buy), indicating positive earnings estimate revisions and improving earnings outlooks [3]. - BELFB holds a Value grade of B, while ROK has a Value grade of C, reinforcing the conclusion that BELFB is the more favorable choice for value investors [6].

Financial Performance - For the three months ended March 31, 2025, the company's revenue was $152.2 million, an increase of 18.9% from $128.1 million in the same period of 2024[111]. - The backlog of orders increased to $395.7 million as of March 31, 2025, up $14.1 million or 4% from December 31, 2024, with a 7% rise in the Power Solutions and Protection segment[108]. - Sales in the Power Solutions and Protection segment increased by $22.8 million (37.9%) in Q1 2025, driven by new markets in aerospace and defense[112]. - Connectivity Solutions sales decreased by $3.6 million (6.5%) in Q1 2025, primarily due to declines in commercial aerospace and industrial markets[114]. - Sales of Magnetic Solutions products increased by $4.9 million (36.1%) in Q1 2025 compared to Q1 2024, driven by demand from networking customers and distribution channels[115]. Cost and Expenses - Labor costs represented 8.4% of revenue in Q1 2025, up from 8.0% in Q1 2024, influenced by minimum wage increases in the PRC and Mexico[109]. - The gross margin for the Power Solutions and Protection segment was 42.6% in Q1 2025, down from 44.0% in Q1 2024, affected by non-recurring items in the previous year[111]. - Cost of sales as a percentage of revenue decreased from 62.5% in Q1 2024 to 61.4% in Q1 2025, with material costs rising to 29.4% from 28.1%[116]. - R&D expenses rose to $7.2 million in Q1 2025 from $5.2 million in Q1 2024, largely due to the inclusion of Enercon's R&D expenses of $1.7 million[119]. - SG&A expenses increased to $29.5 million in Q1 2025 from $24.9 million in Q1 2024, primarily due to Enercon's SG&A expenses of $6.0 million[120]. - Interest expense surged to $4.2 million in Q1 2025 from $0.4 million in Q1 2024, attributed to higher borrowings related to the Enercon acquisition[121]. Foreign Exchange and Taxation - The company realized a foreign exchange transactional gain of $4.3 million in Q1 2025, benefiting from favorable currency fluctuations[110]. - Other income increased to $2.6 million in Q1 2025 from $1.8 million in Q1 2024, driven by foreign exchange gains of $4.3 million compared to $0.6 million in Q1 2024[123]. - The provision for income taxes rose to $5.5 million in Q1 2025 from $4.5 million in Q1 2024, with an effective tax rate of 23.0% compared to 22.0%[125]. Cash Flow and Liquidity - Cash and cash equivalents decreased by $2.3 million in Q1 2025, with accounts receivable down by $8.2 million due to lower sales volume[127]. - The current ratio improved to 3.3:1 at March 31, 2025, compared to 2.9:1 at December 31, 2024[128]. - The company had $45 million of available borrowings under its revolving credit facility at March 31, 2025, with no mandatory principal payments due in 2025[130]. Strategic Acquisitions - The company acquired an 80% stake in Enercon in November 2024, which is expected to contribute to sales in the Power Solutions and Protection segment in 2025[108]. Market Conditions - Approximately 75% of the company's global sales are not currently subject to new U.S. tariffs, while 25% are affected, primarily from the PRC and Israel[109]. - Inflationary pressures continue to impact input costs, with the company focusing on pricing actions and cost-saving initiatives to manage these fluctuations[109].

Financial Data and Key Metrics Changes - Sales for Q1 2025 reached $152.2 million, reflecting an 18.9% increase from Q1 2024 [10] - Gross margin improved to 38.6% in Q1 2025, up from 37.5% in Q1 2024, driven by a favorable product mix and cost reduction programs [11][12] - Total backlog of orders reached $395.7 million, an increase of $14.1 million or 4% compared to December 31, 2024 [20] Business Line Data and Key Metrics Changes - Aerospace and defense (A&D) end markets accounted for 38% of global sales, making it the largest segment [7] - Power solutions and protection sales amounted to $83.1 million, a 37.9% increase year-over-year, largely driven by A&D exposure [13] - Connectivity solutions sales for Q1 2025 reached $50.7 million, a decrease of 6.5% compared to Q1 2024, primarily due to a decline in commercial air applications [16] - Magnetic Solutions Group recorded sales of $18.5 million, representing a 36.1% increase compared to Q1 2024 [18] Market Data and Key Metrics Changes - AI contributed $4.6 million in revenue during Q1 2025, with double-digit growth compared to Q1 2024 [8] - Sales into the consumer market decreased by $2.8 million due to trade restrictions on a Chinese supplier [13] - eMobility sales saw a $1.6 million year-over-year decline in Q1 2025 [14] Company Strategy and Development Direction - The recent acquisition of Enercon has diversified the company from an end markets and geographic perspective [7] - The company is focusing on supplier diversification and regional sourcing strategies in response to rising geopolitical tensions and tariff increases [36] - Plans to shift more products from China to India to mitigate tariff impacts and enhance operational flexibility [85] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about growth in defense, space, and AI markets, while acknowledging challenges in the power segment [25][26] - The company anticipates that Q2 will be impacted by customer push-out requests related to tariffs, but expects to navigate through these challenges [32] - Management emphasized the importance of building a nimble and resilient organization to adapt to changing market conditions [34] Other Important Information - R&D expenses reached $7.2 million in Q1 2025, higher than Q1 2024 due to the acquisition of Enercon [20] - Selling, general, and administrative expenses totaled $29.5 million, representing 19.4% of sales, with increases attributed to Enercon expenses [21] - The company is actively working to amend its credit facility to increase capacity and extend maturity [39] Q&A Session Summary Question: Impact of tariffs by product segment - Connectivity is largely unimpacted by US tariffs as most manufacturing occurs in the US and UK, while approximately 60% of Power and Magnetic segments are also not subject to tariffs [50][52] Question: Decline in Connectivity sales - The decline was primarily driven by reduced commercial air production levels, with some softness in the industrial area [55] Question: AI revenue details - AI revenue is largely from GPU manufacturers, focusing on private next-gen companies rather than large public firms [62] Question: Enterprise business growth - The enterprise business is performing better than expected, with strong growth and alignment with customers [72][76] Question: Facility consolidations and operational changes - The company has fully exited a facility in China and is shifting more production to India to mitigate tariff risks [84][86] Question: Design activity and market dynamics - Design activity is stabilizing, with a focus on second and third-tier customers to drive growth [110][111]

Core Insights - Bel Fuse reported revenue of $152.24 million for the quarter ended March 2025, reflecting an 18.9% increase year-over-year [1] - The company's EPS was $1.35, up from $1.26 in the same quarter last year, exceeding the consensus EPS estimate of $1.05 by 28.57% [1] - Revenue surpassed the Zacks Consensus Estimate of $148.3 million, resulting in a surprise of 2.66% [1] Financial Performance Metrics - Connectivity Solutions sales were $50.73 million, below the average estimate of $55.25 million from two analysts [4] - Power Solutions and Protection sales reached $83.05 million, exceeding the average estimate of $78.31 million from two analysts [4] - Magnetic Solutions sales amounted to $18.45 million, surpassing the estimated $16.42 million from two analysts [4] Stock Performance - Bel Fuse shares have declined by 12.2% over the past month, compared to a 5.1% decline in the Zacks S&P 500 composite [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market in the near term [3]

Company Performance - Bel Fuse reported quarterly earnings of $1.35 per share, exceeding the Zacks Consensus Estimate of $1.05 per share, and up from $1.26 per share a year ago, representing an earnings surprise of 28.57% [1] - The company posted revenues of $152.24 million for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 2.66%, compared to $128.09 million in the same quarter last year [2] - Over the last four quarters, Bel Fuse has surpassed consensus EPS estimates three times and topped consensus revenue estimates four times [2] Stock Performance - Bel Fuse shares have declined approximately 17.6% since the beginning of the year, while the S&P 500 has decreased by 8.6% [3] - The current consensus EPS estimate for the upcoming quarter is $1.55 on revenues of $166.04 million, and for the current fiscal year, it is $6 on revenues of $645.18 million [7] Industry Outlook - The Electronics - Miscellaneous Products industry, to which Bel Fuse belongs, is currently ranked in the bottom 40% of over 250 Zacks industries, indicating potential challenges ahead [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact Bel Fuse's stock performance [5][6]

Financial Performance - Net sales for Q1 2025 were $152.2 million, an increase from $128.1 million in Q1 2024, with organic sales down 6.4% excluding $32.4 million from Enercon[8] - Gross profit margin improved to 38.6%, up from 37.5% in Q1 2024[8] - GAAP net earnings attributable to Bel shareholders were $17.9 million, compared to $15.9 million in Q1 2024[8] - Non-GAAP net earnings attributable to Bel shareholders were $16.8 million, slightly down from $17.0 million in Q1 2024[8] - Adjusted EBITDA was $30.9 million, representing 20.3% of sales, compared to $22.4 million or 17.5% of sales in Q1 2024[8] - Operating income increased by 40.1% to $25,023 thousand, representing 16.4% of net sales, compared to $17,854 thousand or 13.9% in the prior year[19] - Net earnings attributable to Bel Fuse shareholders reached $17,874 thousand, a 12.6% increase from $15,874 thousand in Q1 2024[19] - Adjusted EBITDA for Q1 2025 was $30,911 thousand, up from $22,407 thousand, with a margin of 20.3%[29] - The earnings per share (EPS) for Class A shareholders was $1.36 for Q1 2025, up from $1.19 in Q1 2024, marking a 14% increase[34] Sales and Market Trends - Projected GAAP net sales for Q2 2025 are expected to be between $145 million and $155 million, with a gross margin of 37% to 39%[5] - Approximately 75% of global sales are not currently subject to recent U.S. tariffs, with about 10% of consolidated sales related to products manufactured in China[5] - The company anticipates continued strength in defense, space, and AI end markets throughout the year[4] - Power Solutions and Protection segment sales grew by 37.9% to $83,054 thousand, while Connectivity Solutions saw a decline of 6.5% to $50,730 thousand[26] Costs and Expenses - Research and development costs rose to $7,222 thousand, up from $5,215 thousand, reflecting a focus on innovation[19] - The company reported a restructuring charge of $2,933,000 in Q1 2025, compared to $371,000 in Q1 2024, indicating a significant increase in restructuring activities[34] - Unrealized foreign currency exchange losses amounted to $3,663,000 in Q1 2025, compared to losses of $868,000 in Q1 2024, highlighting increased volatility in foreign exchange[34] Financial Position - Total current assets decreased slightly to $368,425 thousand from $373,530 thousand year-over-year[22] - Long-term debt decreased to $280,000 thousand from $287,500 thousand, indicating improved financial stability[22] - The effective tax rate increased to 23.0% in Q1 2025 from 22.0% in Q1 2024[19] Non-GAAP Measures - Non-GAAP measures for Q1 2025 showed total earnings of $23,012,000, a decrease from $21,716,000 in Q1 2024, reflecting a 6% decline[34] - The company has revised its definitions of Non-GAAP measures to exclude stock-based compensation and amortization of intangibles, enhancing clarity in operational performance[37] - The company plans to continue utilizing non-GAAP measures for performance comparison and incentive compensation determination[40] Leadership Changes - Farouq Tuweiq has been appointed as Bel's President and CEO, effective immediately after the Annual Meeting of Shareholders in May 2025[8] Additional Information - The supplementary information for Q1 2025 is preliminary and subject to change prior to the filing of the Quarterly Report on Form 10-Q[38]

Core Viewpoint - Bel Fuse Inc. is set to release preliminary financial results for the first quarter on April 24, 2025, with a conference call scheduled for April 25, 2025 [1] Company Overview - Bel Fuse Inc. designs, manufactures, and markets a wide range of products that power, protect, and connect electronic circuits [2] - The company's products are utilized in various industries including defense, commercial aerospace, networking, telecommunications, computing, general industrial, high-speed data transmission, transportation, and eMobility [2] - Bel's product categories include Power Solutions and Protection, Connectivity Solutions, and Magnetic Solutions, with operations in facilities worldwide [2]

Core Insights - Bel Fuse Inc. has opened a new facility in Manesar, Gurugram, India, marking a significant milestone following its acquisition of Enercon in November 2024 [1][2] - The new facility will double the manufacturing capacity of Bel's Power Solutions and Protection segment in India, enhancing the company's manufacturing footprint outside of China [1][2] - The original Enercon factory, which opened in 2018, has grown from 17 associates to over 200 associates, indicating substantial growth in workforce and operations [1] Company Overview - Bel Fuse Inc. designs, manufactures, and markets a wide range of products that power, protect, and connect electronic circuits, serving various industries including defense, commercial aerospace, telecommunications, and eMobility [3] - The company's product groups include Power Solutions and Protection, Connectivity Solutions, and Magnetic Solutions, with applications in automotive, medical, broadcasting, and consumer electronics markets [3]

Part I [Business Overview](index=5&type=section&id=Item%201.%20Business) Bel Fuse Inc. designs, manufactures, and markets products that power, protect, and connect electronic circuits across various industries, including defense, aerospace, networking, and eMobility - The company operates through three product groups: Power Solutions & Protection, Connectivity Solutions, and Magnetic Solutions[20](index=20&type=chunk)[29](index=29&type=chunk) Net Sales by Product Group (2024) | Product Group | Percentage of Net Sales | | :--- | :--- | | Power Solutions & Protection | 46% | | Connectivity Solutions | 41% | | Magnetic Solutions | 13% | - On November 14, 2024, Bel acquired an **80% stake in Enercon Technologies, Ltd.**, a supplier for aerospace and defense markets, for approximately **$325.6 million**; Bel intends to purchase the remaining 20% by early 2027[25](index=25&type=chunk) - On February 3, 2025, the company announced that CEO Daniel Bernstein will step down after the 2025 Annual Meeting, to be succeeded by Farouq Tuweiq, with Mr. Bernstein expected to become Non-Executive Chairman[23](index=23&type=chunk) [Products](index=6&type=section&id=1.1%20Products) Bel offers a diverse product portfolio categorized into three groups: Power Solutions and Protection, Connectivity Solutions, and Magnetic Solutions - Power Solutions and Protection products (**46% of 2024 net sales**) are used in aerospace, defense, servers, networking, and transportation[29](index=29&type=chunk)[30](index=30&type=chunk) - Connectivity Solutions products (**41% of 2024 net sales**) serve markets like commercial aerospace, military communications, and network infrastructure[29](index=29&type=chunk)[32](index=32&type=chunk) - Magnetic Solutions products (**13% of 2024 net sales**) are primarily used in network switches, routers, and Power over Ethernet (PoE) applications[29](index=29&type=chunk)[34](index=34&type=chunk) [Market Factors](index=8&type=section&id=1.2%20Market%20Factors) Product orders decreased by 7% to $416.8 million in 2024, driven by declines in Power and Magnetic solutions, while the order backlog increased to $388.1 million due to the Enercon acquisition Product Order Trends (2024 vs 2023) | Product Group | 2024 Orders (millions) | Change vs 2023 | | :--- | :--- | :--- | | Power Solutions & Protection | $139.7 | -24% | | Connectivity Solutions | $212.1 | -1% | | Magnetic Solutions | $65.0 | -24% | | **Total** | **$416.8** | **-7%** | - The order backlog was **$388.1 million** as of Jan 31, 2025, compared to $358.3 million a year prior; the 2025 backlog includes **$132.5 million** from the newly acquired Enercon[42](index=42&type=chunk) - Management estimates that approximately **80%-85%** of the January 31, 2025 backlog will be shipped by the end of 2025[42](index=42&type=chunk) [Human Capital and ESG](index=9&type=section&id=1.3%20Human%20Capital%20and%20ESG) Bel employed approximately 5,370 associates globally in 2024, focusing on employee development and ESG initiatives overseen by the Board's Nominating and ESG Committee - The company employed approximately **5,370 associates** as of December 31, 2024, with **31.0%** located in North America[54](index=54&type=chunk) - The Board's Nominating and ESG Committee provides oversight for ESG matters; five of its 22 manufacturing facilities are ISO 14001 certified, representing **63% of its manufacturing footprint**[62](index=62&type=chunk)[64](index=64&type=chunk) - In 2024, the company's charitable program resulted in contributions of **$168,975**, and employees volunteered **6,007 hours**, a significant increase from 3,181 hours in 2023[66](index=66&type=chunk) [Risk Factors](index=11&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including intense competition, acquisition integration challenges, dependence on new products, operational risks from PRC and Israel manufacturing, and financial risks from costs, tariffs, and debt - A key risk is the potential for unanticipated difficulties in integrating the recently acquired **80%-owned Enercon subsidiary** and the risk that the intended acquisition of the remaining 20% is not completed[75](index=75&type=chunk)[76](index=76&type=chunk) - The company has substantial manufacturing operations in the PRC, with **41% of associates** and **62% of manufacturing facility square footage** located there, exposing it to significant political, economic, and regulatory risks[89](index=89&type=chunk) - Following the Enercon acquisition, the company faces risks related to political, economic, and military conditions in Israel, where Enercon is based and has approximately **300 employees**[95](index=95&type=chunk)[96](index=96&type=chunk) - Changes in trade policies and tariffs, particularly concerning the PRC and Mexico, pose a material risk; approximately **12-13% of sales** relate to products shipped from the PRC to the U.S., and **4% from Mexico to the U.S.**[103](index=103&type=chunk) - The company's consolidated outstanding indebtedness was **$287.5 million** at year-end 2024, resulting in a **Leverage Ratio of 2.1x**, which exposes it to risks in the event of business downturns[112](index=112&type=chunk) [Cybersecurity](index=21&type=section&id=Item%201C.%20Cybersecurity) Bel manages cybersecurity through a full-time expert and third-party specialists, with oversight from the Audit Committee, investing in layered defenses and training - The company employs a full-time Cybersecurity Expert and works with third-party specialists to enhance its security programs[135](index=135&type=chunk) - The Audit Committee of the Board of Directors is responsible for overseeing cybersecurity risks and receives quarterly updates[136](index=136&type=chunk) [Properties](index=22&type=section&id=Item%202.%20Properties) Bel's headquarters are in West Orange, NJ, with manufacturing facilities across 8 countries, totaling 2.3 million square feet, primarily in the PRC, with 14% owned Principal Manufacturing Locations (as of Dec 31, 2024) | Location | Approx. Square Feet | Product Group(s) | | :--- | :--- | :--- | | Dongguan, PRC | 661,000 | Magnetic Solutions | | Shenzhen, PRC | 227,000 | Power Solutions & Protection | | Zhongshan, PRC | 349,000 | All three product groups | | Guangxi, PRC | 243,000 | Magnetic Solutions | | Waseca, Minnesota | 128,000 | Connectivity Solutions | | Reynosa, Mexico | 88,000 | Connectivity Solutions | - Approximately **14% of the 2.3 million square feet** of manufacturing space is owned, with the rest being leased[139](index=139&type=chunk) [Legal Proceedings](index=22&type=section&id=Item%203.%20Legal%20Proceedings) Bel is involved in several legal actions, including a patent infringement lawsuit against Monolithic Power Systems and ongoing tax and customs claims related to past acquisitions, for which it is indemnified - In a patent infringement lawsuit against Monolithic Power Systems, the court granted a motion for summary judgment in favor of the defendant; Bel is evaluating an appeal[426](index=426&type=chunk) - An ongoing tax claim in Italy related to the 2014 ABB acquisition has an estimated liability of **$12.0 million**, for which Bel is fully indemnified by ABB[427](index=427&type=chunk) Part II [Common Stock and Shareholder Matters](index=23&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Bel's Class A (BELFA) and Class B (BELFB) common stocks trade on NASDAQ, with $3.5 million in dividends paid in 2024 and a $25.0 million share repurchase program authorized, of which $16.0 million has been utilized - Quarterly dividends in 2024 were **$0.06 per Class A share** and **$0.07 per Class B share**, totaling **$3.5 million** for the year[146](index=146&type=chunk) - A **$25.0 million share repurchase program** was authorized in February 2024; as of year-end, **$16.0 million** in shares had been repurchased ($1.9M Class A, $14.1M Class B)[153](index=153&type=chunk) - Approximately **$9.0 million** remains available for repurchase under the current program ($2.1M for Class A and $6.9M for Class B)[153](index=153&type=chunk) [Management's Discussion and Analysis (MD&A)](index=25&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2024, revenues decreased 16.4% to $534.8 million due to customer destocking, while gross margin improved to 37.8% from the Enercon acquisition and favorable mix, despite lower operating income Financial Performance (2024 vs. 2023) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $534.8M | $639.8M | -16.4% | | Gross Profit | $202.4M | $215.8M | -6.2% | | Gross Margin | 37.8% | 33.7% | +4.1 p.p. | | Income from Operations | $64.3M | $88.0M | -27.0% | | Net Earnings | $49.2M | $73.8M | -33.3% | - The year-end backlog at Dec 31, 2024, was **$381.6 million**, a **2% decrease** from the prior year; excluding the **$119 million backlog** from the newly acquired Enercon, the legacy business backlog saw a significant decline[160](index=160&type=chunk) - SG&A expenses increased to **$110.6 million** in 2024 from $99.1 million in 2023, primarily due to **$10.9 million in acquisition-related costs** for Enercon[176](index=176&type=chunk) [Results of Operations by Segment](index=27&type=section&id=7.1%20Results%20of%20Operations%20by%20Segment) In 2024, Power Solutions sales fell due to lower demand, Connectivity Solutions grew from aerospace and military markets, and Magnetic Solutions sales dropped from reduced networking demand, with margins improving across segments Segment Sales and Gross Margin (2024 vs. 2023) | Segment | 2024 Sales (M) | 2023 Sales (M) | % Change | 2024 GM | 2023 GM | | :--- | :--- | :--- | :--- | :--- | :--- | | Power Solutions & Protection | $245.6 | $314.1 | -21.8% | 42.4% | 38.1% | | Connectivity Solutions | $220.4 | $210.6 | +4.7% | 37.1% | 34.2% | | Magnetic Solutions | $68.9 | $115.1 | -40.2% | 25.3% | 22.0% | - The Enercon acquisition contributed **$20.8 million** to Power Solutions sales in the last two months of 2024[164](index=164&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=7.2%20Liquidity%20and%20Capital%20Resources) Cash decreased by $21.1 million in 2024 to $68.3 million, primarily due to the $320.5 million Enercon acquisition funded by new debt, increasing total debt to $287.5 million - Cash and cash equivalents decreased by **$21.1 million** to **$68.3 million** at year-end 2024[193](index=193&type=chunk) - The Enercon acquisition was a major cash use (**$320.5M**), funded by proceeds from long-term debt (**$242.5M**) and cash on hand[193](index=193&type=chunk) - The company had **$287.5 million** outstanding under its revolving credit facility at Dec 31, 2024, with **$37.5 million** of unused credit available[197](index=197&type=chunk)[208](index=208&type=chunk) - At Dec 31, 2024, the company had purchase obligations for raw materials of **$82.2 million** and for capital expenditures of **$4.7 million**[199](index=199&type=chunk) [Critical Accounting Estimates](index=33&type=section&id=7.3%20Critical%20Accounting%20Estimates) Critical accounting estimates include business combination valuations, inventory obsolescence reserves, goodwill impairment testing, and pension benefit obligations, all requiring significant management judgment - Key critical accounting estimates include business combinations, inventory valuation, goodwill and other indefinite-lived intangible assets, and pension benefit obligations[211](index=211&type=chunk) - Reserves for excess or obsolete inventory were **$14.5 million** as of December 31, 2024[213](index=213&type=chunk) - The annual goodwill impairment test as of October 1, 2024, showed that the fair value of each reporting unit exceeded its carrying value by a large margin, ranging from **44% to 500%**[221](index=221&type=chunk) [Financial Statements and Supplementary Data](index=36&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Consolidated financial statements for 2024 show total assets increased to $949.8 million and liabilities to $508.6 million due to the Enercon acquisition, with net sales of $534.8 million and net income of $41.0 million Consolidated Financial Highlights (as of Dec 31) | Metric (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | **Balance Sheet:** | | | | Total Current Assets | $373,530 | $381,478 | | Total Assets | $949,789 | $571,631 | | Total Current Liabilities | $128,069 | $110,609 | | Long-Term Debt | $287,500 | $60,000 | | Total Liabilities | $508,627 | $231,073 | | Total Stockholders' Equity | $360,576 | $340,558 | Consolidated Statement of Operations (Year Ended Dec 31) | Metric (in thousands) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net Sales | $534,792 | $639,813 | $654,233 | | Gross Profit | $202,358 | $215,849 | $183,453 | | Income from Operations | $64,297 | $87,976 | $65,147 | | Net Earnings Attributable to Bel | $40,960 | $73,831 | $52,689 | Consolidated Cash Flow Summary (Year Ended Dec 31) | Metric (in thousands) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $74,064 | $108,349 | $40,257 | | Net Cash from Investing Activities | ($297,893) | ($53,535) | ($6,999) | | Net Cash from Financing Activities | $206,258 | ($38,597) | ($21,262) | | Net Change in Cash | ($21,118) | $19,105 | $8,510 | [Controls and Procedures](index=73&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were effective as of December 31, 2024, excluding the newly acquired Enercon subsidiary from the internal control assessment - Management concluded that disclosure controls and procedures were effective as of December 31, 2024[439](index=439&type=chunk) - Management's assessment of internal control over financial reporting excluded the newly acquired Enercon subsidiary; Enercon constituted **15.9% of consolidated total assets** and **3.9% of consolidated net sales** for 2024[441](index=441&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=74&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2025 proxy statement, with the company maintaining a code of ethics and insider trading policy - Detailed information for this section is incorporated by reference from the forthcoming 2025 Proxy Statement[448](index=448&type=chunk) - The company has adopted a code of ethics and an insider trading policy, both of which are available to the public[449](index=449&type=chunk)[451](index=451&type=chunk) [Executive Compensation](index=74&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's definitive proxy statement for its 2025 annual meeting - Detailed information for this section is incorporated by reference from the forthcoming 2025 Proxy Statement[452](index=452&type=chunk) [Security Ownership and Related Matters](index=74&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information is incorporated by reference from the 2025 proxy statement; as of December 31, 2024, no outstanding options existed under equity plans, with 473,764 securities available for future issuance Equity Compensation Plan Information (as of Dec 31, 2024) | Plan Category | Securities to be Issued Upon Exercise | Securities Available for Future Issuance | | :--- | :--- | :--- | | Approved by security holders | 0 | 473,764 | | Not approved by security holders | 0 | 0 | | **Total** | **0** | **473,764** |