Bel Fuse (BELFA) - 2025 Q2 - Quarterly Report

PART I. Financial Information This section covers unaudited financial statements, management's discussion, market risk, and internal controls Item 1. Financial Statements (Unaudited) This section presents Bel Fuse Inc.'s unaudited condensed consolidated financial statements and detailed explanatory notes Condensed Consolidated Balance Sheets (Unaudited) This section presents the company's financial position, detailing assets, liabilities, and equity Condensed Consolidated Balance Sheets (in thousands) | ASSETS (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $59,284 | $68,253 | | Accounts receivable, net | $121,241 | $111,376 | | Inventories | $164,648 | $161,370 | | Total current assets | $378,615 | $373,530 | | Total assets | $950,580 | $949,789 | | LIABILITIES & EQUITY (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Accounts payable | $53,685 | $49,182 | | Accrued expenses | $40,623 | $53,031 | | Total current liabilities | $124,082 | $128,069 | | Long-term debt | $250,000 | $287,500 | | Total liabilities | $464,871 | $508,627 | | Redeemable noncontrolling interest | $80,966 | $80,586 | | Total shareholders' equity | $404,743 | $360,576 | | Total liabilities, redeemable noncontrolling interest and shareholders' equity | $950,580 | $949,789 | - Total assets increased slightly to $950.6 million at June 30, 2025, from $949.8 million at December 31, 2024. Total liabilities decreased to $464.9 million from $508.6 million, primarily due to a reduction in long-term debt. Total shareholders' equity increased to $404.7 million from $360.6 million[15][16] Condensed Consolidated Statements of Operations (Unaudited) This section details the company's revenues, expenses, and net earnings over specific reporting periods Condensed Consolidated Statements of Operations (in thousands, except per share data) | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 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 Fuse shareholders | $26,861 | $18,806 | $44,735 | $34,680 | | Class A common share - basic and diluted | $2.03 | $1.43 | $3.39 | $2.61 | | Class B common share - basic and diluted | $2.14 | $1.50 | $3.58 | $2.76 | - Net sales increased by 26.3% for the three months ended June 30, 2025, and by 22.7% for the six months ended June 30, 2025, compared to the respective prior year periods. Net earnings attributable to Bel Fuse shareholders grew by 42.8% and 29.0% for the three and six months ended June 30, 2025, respectively[18] Condensed Consolidated Statements of Comprehensive Income (Unaudited) This section presents net earnings and other comprehensive income, reflecting total equity changes from non-owner sources Condensed Consolidated Statements of Comprehensive Income (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net earnings available to common shareholders | $26,861 | $18,806 | $44,735 | $34,680 | | Other comprehensive income (loss) | $127 | $(1,275) | $(1,737) | $(4,695) | | Comprehensive income attributable to Bel Fuse shareholders | $26,166 | $17,531 | $41,338 | $29,985 | - Comprehensive income attributable to Bel Fuse shareholders increased by 49.2% for the three months and 37.8% for the six months ended June 30, 2025, compared to the same periods in 2024. This was primarily due to higher net earnings and a positive currency translation adjustment in Q2 2025, contrasting with a loss in Q2 2024[20] Condensed Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest (Unaudited) This section details changes in shareholders' equity and redeemable noncontrolling interest over the reporting period Condensed Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest (in thousands) | (in thousands) | Balance at Dec 31, 2024 | Balance at June 30, 2025 | | :------------- | :---------------------- | :----------------------- | | Retained earnings | $345,031 | $388,035 | | Accumulated Other Comprehensive (Loss) Income | $(17,227) | $(18,964) |\ | Total Shareholders' Equity | $360,576 | $404,743 | | Redeemable Noncontrolling Interest | $80,586 | $80,966 | - Total shareholders' equity increased by $44.2 million from December 31, 2024, to June 30, 2025, primarily driven by net earnings of $44.7 million, partially offset by dividends declared and an increase in accumulated other comprehensive loss[23][26] Condensed Consolidated Statements of Cash Flows (Unaudited) This section reports the cash generated and used by operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (in thousands) | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 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) | | Cash and cash equivalents - end of period | $59,284 | $84,976 | - Net cash provided by operating activities decreased by $9.5 million in the first six months of 2025 compared to 2024. Net cash used in investing activities significantly decreased from $26.0 million in 2024 to $1.7 million in 2025, mainly due to fewer purchases of held-to-maturity U.S. securities. Net cash used in financing activities more than doubled, primarily due to higher long-term debt repayments[29] Notes to Condensed Consolidated Financial Statements (Unaudited) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements 1. Basis of Presentation and Accounting Policies This note outlines the principles and methods used in preparing the unaudited financial statements and recent accounting standard adoptions - The financial statements are unaudited and prepared in conformity with U.S. GAAP, with certain information condensed or omitted per SEC interim reporting rules. Management's estimates and assumptions are used, and actual results may differ. No significant changes to accounting policies occurred during the six months ended June 30, 2025, except for the retrospective adoption of ASU 2023-07 (Segment Reporting) in Q4 2024, which only impacted disclosures[30][31][33][42] - The Company had no held-to-maturity U.S. Treasury securities outstanding at June 30, 2025, compared to $950 thousand at December 31, 2024[34][35] - New accounting standards issued but not yet adopted include ASU 2023-09 (Income Tax Disclosures) effective after December 15, 2024, and ASU 2024-03 (Expense Disaggregation Disclosures) effective after December 15, 2026. Both are expected to impact disclosures but not financial results[43][44] 2. Investment in Innolectric This note details the company's equity method investment in Innolectric AG, a strategic alliance in eMobility power electronics - Bel Fuse Inc. made a one-third investment in Germany-based Innolectric AG for €8.0 million (approximately $8.8 million) on February 1, 2023, creating a strategic alliance in EV on-board power electronics and fast-charging technology. The investment is accounted for using the equity method[45][46] - The Company provided incremental loans to Innolectric of €0.2 million and €0.3 million during the three and six months ended June 30, 2025, respectively. Total outstanding loans to Innolectric were €3.2 million (approx. $3.7 million) at June 30, 2025, bearing 5% interest[48] - Results from this investment amounted to losses of $0.3 million and less than $0.1 million during the three and six months ended June 30, 2025, respectively, recorded on a one-month lag[46] 3. Acquisition This note describes the acquisition of Enercon Technologies, Ltd., including its funding and preliminary fair value measurements - On November 14, 2024, Bel acquired an 80% stake in Enercon Technologies, Ltd. for $320 million cash plus up to $10 million in potential earnout payments for 2025-2026. Bel intends to acquire the remaining 20% by early 2027[49] - The acquisition was funded by $85.6 million cash on hand and $240 million from incremental borrowings under the Company's revolving credit facility[50] Preliminary Acquisition Date Fair Values (in thousands) | Item | Fair Values (as adjusted) | | :------------------------ | :------------------------ | | Total identifiable assets | $273,646 | | Total liabilities assumed | $52,186 | | Net identifiable assets acquired | $221,460 | | Goodwill | $183,210 | | Net assets acquired | $404,670 | | Cash paid | $324,071 | | Fair value of contingent consideration | $3,300 | | Fair value of noncontrolling interest | $72,354 | | Fair value of seller note | $4,945 | | Fair value of consideration transferred | $404,670 | - Unaudited pro forma net earnings for the three and six months ended June 30, 2024, including Enercon as if acquired on January 1, 2024, were $20.2 million and $37.1 million, respectively, for Bel Fuse shareholders[54] 4. Revenue This note disaggregates revenue by geographic region and sales channel, and details contract assets and liabilities Disaggregated Revenue by Geographic Region (in thousands) | Geographic Region | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | North America | $112,055 | $91,927 | $208,326 | $181,483 | | Europe | $25,546 | $26,970 | $51,868 | $53,955 | | Asia | $30,698 | $14,308 | $60,343 | $25,857 | | Consolidated Total | $168,299 | $133,205 | $320,537 | $261,295 | Disaggregated Revenue by Sales Channel (in thousands) | Sales Channel | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Direct to customer | $125,903 | $85,793 | $235,343 | $168,474 | | Through distribution | $42,396 | $47,412 | $85,194 | $92,821 | | Consolidated Total | $168,299 | $133,205 | $320,537 | $261,295 | - Contract assets (unbilled receivables) increased to $6.4 million at June 30, 2025, from $5.0 million at December 31, 2024, due to timing differences between product shipment and customer invoicing. Contract liabilities (deferred revenue) increased to $12.3 million from $6.1 million, primarily due to advance payments from a sales agreement at Enercon[57] - The aggregate transaction price allocated to remaining performance obligations exceeding one year was $9.3 million as of June 30, 2025, with the majority expected to be recognized in 2026 ($5.7 million) and 2030 ($1.6 million)[58] 5. Earnings Per Share This note provides basic and diluted earnings per share calculations for Class A and Class B common shares Earnings Per Share (in thousands, except per share data) | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net earnings | $26,861 | $18,806 | $44,735 | $34,680 | | Class A net earnings | $4,299 | $3,028 | $7,174 | $5,573 | | Class B net earnings | $22,562 | $15,778 | $37,561 | $29,107 | | Class A common share - basic and diluted | $2.03 | $1.43 | $3.39 | $2.61 | | Class B common share - basic and diluted | $2.14 | $1.50 | $3.58 | $2.76 | - Basic and diluted EPS for Class A common shares increased to $2.03 (Q2 2025) from $1.43 (Q2 2024) and to $3.39 (YTD Q2 2025) from $2.61 (YTD Q2 2024). For Class B common shares, EPS increased to $2.14 (Q2 2025) from $1.50 (Q2 2024) and to $3.58 (YTD Q2 2025) from $2.76 (YTD Q2 2024)[59] 6. Fair Value Measurements This note details the categorization and measurement of financial instruments at fair value - Fair value measurements are categorized into Level 1 (quoted market prices), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[60] Fair Value of Cash and Cash Equivalents (in thousands) | Item | June 30, 2025 (Fair Value) | December 31, 2024 (Fair Value) | | :---------------------------------- | :------------------------- | :----------------------------- | | Cash | $58,239 | $66,917 | | Money market funds (Level 1) | $1 | $1 | | Money market funds (Rabbi Trust, Level 1) | $144 | $566 | | Certificates of deposit and time deposits (Level 2) | $3,385 | $3,348 | | Total | $61,769 | $70,832 | - Derivative assets (foreign currency forward contracts and interest rate swap agreements) totaled $2.4 million at June 30, 2025, down from $2.7 million at December 31, 2024. Derivative liabilities for foreign currency forward contracts were $0 at June 30, 2025, down from $1.0 million at December 31, 2024[65] Fair Value of Contingent Liabilities (in thousands) | Contingent Liabilities | June 30, 2025 | December 31, 2024 | | :--------------------- | :------------ | :---------------- | | Earnout payment liability - 2025 | $2,862 | $2,041 | | Earnout payment liability - 2026 | $1,713 | $1,446 | | Total | $4,575 | $3,487 | - The fair value of total debt was estimated at $248.8 million at June 30, 2025, compared to a carrying amount of $250 million, and $286.6 million at December 31, 2024, compared to a carrying amount of $287.5 million[69] 7. Inventories This note provides a breakdown of inventory components, including raw materials, work in progress, and finished goods Inventories (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Raw materials | $76,629 | $74,750 | | Work in progress | $54,295 | $53,569 | | Finished goods | $33,724 | $33,051 | | Total Inventories | $164,648 | $161,370 | - Total inventories increased slightly by $3.3 million from December 31, 2024, to June 30, 2025, with increases in raw materials and work in progress[71] 8. Property, Plant and Equipment This note details the company's property, plant, and equipment, including depreciation expense and assets held for sale Property, Plant and Equipment, Net (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Land | $129 | $115 | | Buildings and improvements | $16,636 | $19,385 | | Machinery and equipment | $103,263 | $99,747 | | Construction in progress | $4,751 | $5,243 | | Accumulated depreciation | $(76,075) | $(76,611) |\ | Property, plant and equipment, net | $48,704 | $47,879 | - Net property, plant and equipment increased by $0.8 million from December 31, 2024, to June 30, 2025. Depreciation expense was $2.9 million and $2.3 million for the three months ended June 30, 2025 and 2024, respectively, and $5.9 million and $4.6 million for the six months ended June 30, 2025 and 2024, respectively[72] - Assets held for sale decreased to $1.3 million at June 30, 2025, from $2.1 million at December 31, 2024, primarily related to properties in Zhongshan, PRC[73] 9. Accrued Expenses This note provides a breakdown of accrued expenses, highlighting changes in restructuring costs and employee benefits Accrued Expenses (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Salaries, bonuses and related benefits | $27,983 | $32,478 | | Accrued restructuring costs | $748 | $5,823 | | Sales commissions | $2,514 | $2,616 | | Warranty accrual | $1,275 | $1,554 | | Other | $8,103 | $10,560 | | Total Accrued Expenses | $40,623 | $53,031 | - Total accrued expenses decreased by $12.4 million from December 31, 2024, to June 30, 2025, primarily due to a significant reduction in accrued restructuring costs and lower salaries, bonuses, and related benefits[75] - Accrued restructuring costs decreased from $5.8 million at December 31, 2024, to $0.7 million at June 30, 2025, largely due to a $3.2 million reversal of other restructuring costs related to a facility consolidation project in the PRC[76] 10. Derivative Instruments and Hedging Activities This note describes the company's use of foreign currency forward contracts and interest rate swaps to manage market risks - The Company uses foreign currency forward contracts to manage short-term exposures to foreign currency exchange rate fluctuations, primarily for Chinese renminbi, Mexican peso, and Israeli shekel. Outstanding notional amounts were $27.5 million at June 30, 2025, up from $14.2 million at December 31, 2024[77][78][79] - Two interest rate swap agreements (2021 Swaps) are used to mitigate risks from variable interest rates on revolver borrowings, designated as cash flow hedges. These swaps, with a notional amount of $60 million, pay fixed rates (1.334% and 1.348%) and receive daily SOFR plus 10 basis points, terminating on August 31, 2026[80][81] Net Gains (Losses) from Cash Flow Hedges (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (losses) gains recognized in AOCL: | | | | | | Foreign currency forward contracts | $30 | $(77) | $59 | $(188) | | Interest rate swap agreements | $80 | $331 | $(44) | $1,286 | | Net gains (losses) reclassified from AOCL to operations: | | | | | | Foreign currency forward contracts | $(9) | $(83) | $(66) | $(351) | | Interest rate swap agreements | $467 | $622 | $932 | $1,237 | 11. Debt This note details the company's credit agreement, outstanding borrowings, interest expense, and compliance with debt covenants - The Company's Credit Agreement was amended on May 2, 2025, increasing the maximum revolving amount from $325 million to $400 million and extending the maturity to September 1, 2028[85][86] - Outstanding borrowings under the revolver were $250 million at June 30, 2025, down from $287.5 million at December 31, 2024. Unused credit available increased to $150 million at June 30, 2025, from $37.5 million at December 31, 2024[88] - Interest expense for the three and six months ended June 30, 2025, was $4.0 million and $8.1 million, respectively, significantly higher than the prior year periods due to increased borrowings. The effective interest rate was 5.16% at June 30, 2025[88][89] - The Company was in compliance with all debt covenants, including the Fixed Charge Coverage Ratio, at June 30, 2025[91] 12. Income Taxes This note discusses the company's income tax provision, unrecognized tax benefits, and related interest and penalties - The Company does not use the annual effective tax rate method for interim periods. Unrecognized tax benefits related to uncertain tax positions totaled $17.6 million at June 30, 2025, with $1.3 million expected to be resolved within the next twelve months[92][93] - Interest and penalties related to uncertain tax positions recognized were $0.1 million for the six months ended June 30, 2025, with an accrued balance of $1.0 million[94] 13. Retirement, Savings and Deferred Compensation Plans This note outlines the company's 401(k) plan, nonqualified deferred compensation plan, and other retirement benefits - The Company maintains a 401(k) plan (Bel Fuse Inc. Employees' Savings Plan) with matching contributions in Class A common stock, incurring $0.8 million in expense for the six months ended June 30, 2025[95] - A Nonqualified Deferred Compensation Plan (DCP) is maintained, with assets and liabilities of $1.5 million at June 30, 2025. Subsidiaries in Asia also have a retirement fund for Hong Kong employees[96][97] SERP Net Periodic Benefit Cost (in thousands) | Component | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Service cost | $71 | $99 | $142 | $198 | | Interest cost | $240 | $226 | $480 | $452 | | Net amortization | $(35) | $20 | $(70) | $40 | | Net periodic benefit cost | $276 | $345 | $552 | $690 | 14. Accumulated Other Comprehensive Loss This note details the components of accumulated other comprehensive loss, including foreign currency translation adjustments and unrealized gains/losses Accumulated Other Comprehensive Loss (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Foreign currency translation adjustment, net of taxes | $(22,674) | $(21,966) |\ | Unrealized gains on interest rate swap cash flow hedge, net of taxes | $1,755 | $2,729 | | Unrealized holding gains on marketable securities, net of taxes | $21 | $21 | | Unfunded SERP liability, net of taxes | $1,934 | $1,989 | | Accumulated other comprehensive loss | $(18,964) | $(17,227) | - Accumulated other comprehensive loss increased by $1.7 million from December 31, 2024, to June 30, 2025, primarily due to a negative foreign currency translation adjustment and unrealized losses on interest rate swap cash flow hedges[103] 15. Commitments and Contingencies This note outlines the company's involvement in legal proceedings and other contingent liabilities, including tax claims - The Company is involved in a patent infringement lawsuit (Bel Power Solutions, Inc. v. Monolithic Power Systems, Inc.) where a motion for summary judgment of non-infringement was granted to MPS, and the Company is evaluating appeal options[105] - An ongoing tax claim in Italy related to the 2014 acquisition of Power-One Power Solutions has an estimated liability of $12.0 million, which is indemnified by ABB. The Supreme Court ruled against BPS China in March 2024, and BPS China filed an appeal in July 2024[106] - A customs duties claim against EOS Power (acquired in 2021) for $0.9 million is pending appeal, with Bel indemnified for this matter for 7 years from the acquisition date[107] 16. Segments This note provides financial information disaggregated by the company's three reportable operating segments - The Company operates in three reportable segments: Power Solutions and Protection, Connectivity Solutions, and Magnetic Solutions[109] Segment Net Sales and Gross Profit (in thousands) | Segment | Three Months Ended June 30, 2025 (Net Sales) | Three Months Ended June 30, 2025 (Gross Profit %) | Six Months Ended June 30, 2025 (Net Sales) | Six Months Ended June 30, 2025 (Gross Profit %) | | :-------------------------- | :--------------------------------------- | :---------------------------------------------- | :--------------------------------------- | :---------------------------------------------- | | Power Solutions and Protection | $86,799 | 41.9% | $169,853 | 42.2% | | Connectivity Solutions | $59,202 | 39.2% | $109,932 | 38.6% | | Magnetic Solutions | $22,298 | 28.7% | $40,752 | 26.9% | | Total Consolidated | $168,299 | 38.7% | $320,537 | 38.7% | Segment Net Sales and Gross Profit (in thousands) | Segment | Three Months Ended June 30, 2024 (Net Sales) | Three Months Ended June 30, 2024 (Gross Profit %) | Six Months Ended June 30, 2024 (Net Sales) | Six Months Ended June 30, 2024 (Gross Profit %) | | :-------------------------- | :--------------------------------------- | :---------------------------------------------- | :--------------------------------------- | :---------------------------------------------- | | Power Solutions and Protection | $58,551 | 45.7% | $118,798 | 44.8% | | Connectivity Solutions | $57,822 | 38.9% | $112,107 | 37.6% | | Magnetic Solutions | $16,832 | 26.4% | $30,390 | 21.8% | | Total Consolidated | $133,205 | 40.1% | $261,295 | 38.8% | 17. Subsequent Event This note describes the enactment of the One Big Beautiful Bill Act (OBBBA) and its potential impact on financial statements - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, including provisions for 100% bonus depreciation, immediate expensing of domestic R&E, and modifications to interest limitations and international tax rules. The Company is evaluating its impact on financial statements[112][113] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's financial condition and operating results, discussing key performance drivers, segment performance, and liquidity Overview This section provides a general description of the company's business, product offerings, and key performance influencing factors - Bel Fuse Inc. designs, manufactures, and markets products for electronic circuits, primarily serving defense, commercial aerospace, networking, telecommunications, computing, and eMobility industries[115] Revenue Contribution by Segment (Six Months Ended June 30, 2025) | Segment | Revenue Contribution | | :-------------------------- | :------------------- | | Power Solutions and Protection | 53% | | Connectivity Solutions | 34% | | Magnetic Solutions | 13% | - Key factors affecting the business include the Enercon acquisition (contributing to Power Solutions growth), backlog increase to $414 million at June 30, 2025 (up 9% from Dec 31, 2024), rising labor costs in Slovakia, China, Dominican Republic, and Mexico, shifts in product mix impacting gross margins, and stabilized but elevated raw material prices[119][121][122][123][124] - Global tariffs, particularly on imports from China (up to 55%), affect an estimated 25% of consolidated global sales, with 10% sourced from the PRC. Favorable foreign exchange rates, especially for the Mexican peso and Chinese renminbi, lowered labor and overhead costs by $0.7 million in the first half of 2025[124][125][126] Results of Operations - Summary by Operating Segment This section analyzes revenue and gross margin performance across the company's Power Solutions, Connectivity, and Magnetic Solutions segments Revenue and Gross Margin by Segment | Segment | Q2 2025 Revenue ($K) | Q2 2024 Revenue ($K) | Q2 2025 Gross Margin % | Q2 2024 Gross Margin % | YTD Q2 2025 Revenue ($K) | YTD Q2 2024 Revenue ($K) | YTD Q2 2025 Gross Margin % | YTD Q2 2024 Gross Margin % | | :-------------------------- | :------------------- | :------------------- | :--------------------- | :--------------------- | :----------------------- | :----------------------- | :------------------------- | :------------------------- | | Power Solutions and Protection | $86,799 | $58,551 | 41.9% | 45.7% | $169,853 | $118,798 | 42.2% | 44.8% | | Connectivity Solutions | $59,202 | $57,822 | 39.2% | 38.9% | $109,932 | $112,107 | 38.6% | 37.6% | | Magnetic Solutions | $22,298 | $16,832 | 28.7% | 26.4% | $40,752 | $30,390 | 26.9% | 21.8% | | Consolidated Total | $168,299 | $133,205 | 38.7% | 40.1% | $320,537 | $261,295 | 38.7% | 38.8% | - Power Solutions and Protection sales increased by 48.2% in Q2 2025 and 43.0% in YTD Q2 2025, primarily due to the Enercon acquisition contributing $32.6 million (Q2) and $65 million (YTD Q2) in aerospace and defense applications. Gross margin declined due to non-recurring items in 2024 and a shift to lower-margin products[128][129][130] - Connectivity Solutions sales increased by 2.4% in Q2 2025 but decreased by 1.9% in YTD Q2 2025. Growth in commercial aerospace and defense applications was offset by declines in distribution sales. Gross margins improved due to favorable product mix, exchange rates, and operational efficiencies[131][132][133] - Magnetic Solutions sales increased by 32.5% in Q2 2025 and 34.1% in YTD Q2 2025, driven by higher demand from networking customers and distribution channels. Gross margin improvements were supported by facility consolidations, cost management, and favorable Chinese renminbi exchange rates[134][135] Cost of Sales This section analyzes the components of cost of sales, including material, labor, and other expenses, as a percentage of revenue Cost of Sales as a Percentage of Revenue | Component | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Material costs | 31.8% | 27.8% | 30.7% | 28.0% | | Labor costs | 7.8% | 7.7% | 8.1% | 7.9% | | Other expenses | 21.7% | 24.4% | 22.6% | 25.3% | | Total cost of sales | 61.3% | 59.9% | 61.3% | 61.2% | - Material costs as a percentage of sales increased in 2025 periods due to a shift in product mix towards higher material content Power products. Labor costs as a percentage of sales also rose due to increased Magnetic product sales and higher minimum wages, partially offset by favorable exchange rates[136] - Other expenses as a percentage of sales decreased in 2025 periods, benefiting from higher sales volumes, despite the inclusion of Enercon's overhead expenses[137] Research and Development ("R&D") Expense This section details changes in research and development expenses, primarily influenced by the Enercon acquisition R&D Expenses (in millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | R&D expenses | $8.1 | $6.0 | $15.3 | $11.2 | - R&D expenses increased by $2.1 million (Q2) and $4.1 million (YTD Q2) in 2025, primarily due to the inclusion of Enercon's R&D costs, which contributed $1.7 million (Q2) and $3.4 million (YTD Q2)[138] Selling, General and Administrative Expense ("SG&A") This section analyzes the changes in selling, general, and administrative expenses, largely impacted by the Enercon acquisition SG&A Expenses (in millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | SG&A expenses | $30.9 | $24.1 | $60.4 | $49.1 | - SG&A expenses increased by $6.8 million (Q2) and $11.3 million (YTD Q2) in 2025, mainly due to Enercon's SG&A expenses ($6.0 million in Q2, $11.9 million in YTD Q2), partially offset by a $0.6 million reduction in legacy Bel business expenses[139] Interest Expense This section discusses the significant increase in interest expense, primarily driven by higher outstanding borrowings Interest Expense (in millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest expense | $4.0 | $0.4 | $8.1 | $0.8 | - Interest expense significantly increased by $3.6 million (Q2) and $7.3 million (YTD Q2) in 2025, primarily due to higher outstanding borrowings, including those for the Enercon acquisition[140] Interest Income This section analyzes the decrease in interest income, mainly due to reduced investments in U.S. Treasury Bills Interest Income (in millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest income | $0.3 | $1.1 | $0.5 | $2.3 | - Interest income decreased by $0.8 million (Q2) and $1.8 million (YTD Q2) in 2025, mainly due to reduced investments in U.S. Treasury Bills[141] Other Income (Expense), Net This section discusses the significant improvement in other income (expense), net, driven by foreign exchange transactional gains Other Income (Expense), Net (in millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Other income (expense), net | $7.6 | $(0.5) | $10.2 | $1.3 | - Other income (expense), net, significantly improved in 2025, driven by foreign exchange transactional gains of $7.6 million (Q2) and $11.8 million (YTD Q2). This was partially offset by earnout adjustment losses related to the Enercon acquisition ($0.5 million in Q2, $1.1 million in YTD Q2)[142][143] Provision for Income Taxes This section analyzes the provision for income taxes and effective tax rate, noting changes in tax benefits and foreign tax impacts Provision for Income Taxes (in millions) | (in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Provision for income taxes | $6.9 | $4.1 | $12.4 | $8.6 | | Effective tax rate | 20.5% | 17.8% | 21.5% | 19.8% | - The effective tax rate increased in 2025 due to a reduction in tax benefits from the reversal of uncertain tax positions and changes in foreign taxes and income distribution across jurisdictions[145][146] Liquidity and Capital Resources This section discusses the company's sources and uses of liquidity, including cash, operating activities, and available credit - Principal liquidity sources include $59.3 million cash and cash equivalents at June 30, 2025, cash from operations, and available borrowings under the credit facility. These funds are used for operating expenses, working capital, capital expenditures, debt obligations, and potential acquisitions[147] - Cash and cash equivalents decreased by $9.0 million during the six months ended June 30, 2025, primarily due to $37.5 million in long-term debt repayments and $1.7 million in dividend payments, partially offset by $28.9 million from operating activities[149][155] - The Company had $150 million of available borrowings under its revolving credit facility at June 30, 2025, with no mandatory principal payments due in 2025. Approximately 76% of cash and cash equivalents were held by foreign subsidiaries[150][152] Critical Accounting Policies and Estimates This section identifies the most significant accounting estimates and policies, noting no material changes during the period - The most critical accounting estimates relate to business combinations, inventory valuation, goodwill and other indefinite-lived intangible assets, and pension benefit obligations. No material changes occurred in these policies or estimates during the six months ended June 30, 2025[153][154] Recent Accounting Pronouncements This section refers to Note 1 for details on recently issued accounting standards and their expected impact - Discussion of new financial accounting standards is incorporated by reference to Note 1, 'Basis of Presentation and Accounting Policies'[157] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the company's exposure to market risks, including foreign currency, interest rates, and commodity prices, and mitigation strategies - Primary market risks include foreign currency exchange rates, interest rates on long-term debt, and commodity prices (copper, zinc, tin, gold, silver)[158] - Risk mitigation strategies include foreign currency forward contracts for short-term operational cash flow exposures and pay-fixed, receive-variable interest rate swap agreements for variable interest rates on revolver borrowings[158] - No material changes with regard to market risk occurred during the six months ended June 30, 2025[158] Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures, with no material changes in internal controls reported - The Company's disclosure controls and procedures were effective as of June 30, 2025[159] - No material changes in internal control over financial reporting occurred during the last fiscal quarter[160] PART II. Other Information This section provides additional information including legal proceedings, risk factors, equity security sales, and exhibits Item 1. Legal Proceedings This section incorporates legal proceedings by reference from Note 15, with no expected material adverse effect on financial condition - Legal proceedings information is incorporated by reference from Note 15, 'Commitments and Contingencies'[162] - The Company believes that the disposition of its legal proceedings will not have a material effect on its consolidated financial condition or results of operations[162] Item 1A. Risk Factors This section highlights the material adverse effects of global tariff policies and international trade relations on the company's business and financial performance - Changes in global tariff policies and international trade relations could materially and adversely affect the Company's global business, financial condition, and results of operations[165] - U.S. tariffs on imports from foreign countries range from 10% to 55%, with the high end applicable to imports from the PRC. Approximately 25% of the Company's consolidated global sales are subject to these tariffs, with about 10% sourced from or manufactured in the PRC[166] - Prolonged tariffs could lead to disruptions in the supply chain, decreased customer demand, and difficulties in maintaining market share. Mitigation efforts, such as negotiating with suppliers or adjusting pricing, may not be successful[167][168] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's share repurchase program for Class A and Class B common stock, including amounts authorized and repurchased - The Company authorized a $25.0 million share repurchase program on February 21, 2024, for Class A ($4.0 million) and Class B ($21.0 million) Common Stock[170] Share Repurchase Program Status (as of June 30, 2025) | Class | Shares Repurchased | Aggregate Purchase Price | | :---------- | :----------------- | :----------------------- | | Class A | 26,326 | $1.9 million | | Class B | 235,821 | $14.1 million | | Remaining Authorization (Class A) | - | $2.1 million | | Remaining Authorization (Class B) | - | $6.9 million | - No repurchases of equity securities occurred during the three or six months ended June 30, 2025[170] Item 3. Defaults Upon Senior Securities This item is not applicable to the Company for the reporting period Item 4. Mine Safety Disclosures This item is not applicable to the Company for the reporting period Item 5. Other Information This section confirms no officers or directors adopted or terminated Rule 10b5-1 trading arrangements during the fiscal quarter - No officers or directors adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fiscal quarter ended June 30, 2025[171] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including agreements, certifications, and Inline XBRL documents - Exhibits include employment agreements (10.1-10.4), amendments to the Credit and Security Agreement (10.5-10.6), Sarbanes-Oxley Act certifications (31.1, 31.2, 32.1, 32.2), and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[173] Signatures The report was signed by the President and CEO, and the CFO of Bel Fuse Inc. on July 31, 2025 - The report was signed by Farouq Tuweiq, President and CEO, and Lynn Hutkin, CFO, on July 31, 2025[176]