Bel Fuse (BELFB) - 2023 Q4 - Annual Report

Part I Business Bel Fuse Inc. designs, manufactures, and markets electronic circuit products across networking, telecommunications, computing, military, aerospace, and eMobility industries, managed through three product groups - The company operates through three main product groups: Power Solutions & Protection (49% of 2023 net sales), Connectivity Solutions (33%), and Magnetic Solutions (18%)[312] - Strategic acquisitions are a key growth element, including CUI's power business (2019), EOS Power (2021), rms Connectors (2021), and a 2023 noncontrolling investment in innolectric AG for eMobility[307][308][309][310][291] - The company's backlog of orders was approximately $373.1 million at the end of 2023, a 34% decrease from the prior year, yet still considered elevated compared to pre-COVID levels[158][336] - Bel formalized its ESG focus by establishing a Board-level Nominating and ESG Committee in October 2022 and an internal ESG Committee to drive sustainability and corporate responsibility initiatives[59][78] - As of December 31, 2023, the company employed approximately 5,260 associates across 6 countries, with 33% located in North America[323] Risk Factors The company faces strategic, operational, financial, legal, tax, regulatory, and common stock-related risks, including intense competition, supply chain disruptions, and debt obligations Strategic Risks Strategic risks include intense competition, dependence on new product development, acquisition integration failures, and inadequate intellectual property protection - The company's growth is significantly attributable to acquisitions, and failure to successfully integrate acquired businesses could materially harm operating results and enterprise value[14] - Future operating results depend on the ability to anticipate technological changes and timely develop new products to meet evolving customer needs[65] - Efforts to protect intellectual property rights may not prevent misappropriation, which could adversely affect the business[64][84] Operational Risks Operational risks involve health epidemics, raw material procurement, inflationary pressures, labor issues, and substantial manufacturing presence in the People's Republic of China - The company's global operations face risks from health epidemics such as COVID-19, which could impact facilities and supply continuity[2][67] - Significant manufacturing operations are located in the PRC, exposing the company to risks from broad government regulatory authority, foreign currency fluctuations, and potential labor shortages[69][3][89] - The business may be adversely impacted by difficulties in obtaining raw materials, supplier capacity constraints, and inflationary pressures on input costs[15][374] Financial Risks Financial risks stem from declining prices, rising costs, order backlog reliability, debt levels, and compliance with credit agreement covenants - Profit margins are pressured by declining selling prices over product life cycles and increases in labor and material costs[72][93][112] - The company's ability to service its debt depends on financial performance; insufficient cash flow could force asset sales, new capital seeking, or debt restructuring[94][73] - Significant U.S. debt service requirements expose the company to risk during business downturns, and failure to comply with credit agreement covenants could result in default[75][16] Legal, Tax and Regulatory Risks Legal, tax, and regulatory risks include multi-jurisdictional tax laws, environmental regulations, increasing ESG scrutiny, and evolving data privacy laws - As an international company, Bel is subject to tax laws in multiple jurisdictions, and adverse developments or challenges to its tax positions could materially affect its business[115][4] - Manufacturing operations are subject to environmental laws governing hazardous substances, emissions, and product content, with new regulations potentially increasing operating costs[96][116] - Increasing scrutiny of ESG policies from investors and stakeholders may hinder access to capital and result in increased compliance costs or reputational harm if expectations are not met[365][97][17] - Complex and changing data privacy laws globally could impact business operations and expose the company to significant financial penalties for non-compliance[98] Risks Related to Our Common Stock Common stock risks include price volatility due to quarterly results and protective provisions that may suspend Class A shareholder voting rights - The stock price has been and may continue to be volatile, influenced by factors like quarterly results, technological developments, and general market conditions[18][101] - Provisions in the Company's Restated Certificate of Incorporation may suspend the voting rights of Class A shareholders who acquire 10% or more of Class A stock without a corresponding percentage of Class B stock, potentially increasing the voting power of insiders[99][118] Unresolved Staff Comments The company reports no unresolved staff comments - None[125] Cybersecurity The Audit Committee oversees cybersecurity risk management, supported by a dedicated team, with 2023 efforts focused on third-party collaboration, IT security investments, and penetration testing - The Audit Committee of the Board of Directors is responsible for overseeing the management of cybersecurity risks and receives quarterly updates[276] - The company has seen an increased volume of cybersecurity threats in 2023 and expects them to continue, posing risks to systems, networks, and data integrity[123] - In 2023, the company worked with third-party cybersecurity companies, invested in IT security (including training, layered defenses, and monitoring), and conducted periodic external penetration tests to enhance its security posture[126] Properties As of December 31, 2023, Bel Fuse operated 19 manufacturing facilities across 7 countries, with a significant portion of assets and operations located in Asia, particularly China Principal Manufacturing Facilities (as of Dec 31, 2023) | Location | Approx. Sq. Ft. | Product Group(s) | Owned/Leased | | :--- | :--- | :--- | :--- | | Dongguan, PRC | 661,000 | Magnetic Solutions | Leased | | Pingguo, PRC | 180,000 | Magnetic Solutions | Leased | | Shenzhen, PRC | 227,000 | Power Solutions & Protection | Leased | | Zhongshan, PRC | 77,000 | All three product groups | Leased | | Zhongshan, PRC | 118,000 | All three product groups | Owned | | Guangxi, PRC | 78,000 | All three product groups | Owned | | Mumbai, India | 243,000 | Magnetic Solutions | Leased | | Dubnica nad Vahom, Slovakia | 56,000 | Power Solutions & Protection | Leased | | Dubnica nad Vahom, Slovakia | 35,000 | Power Solutions & Protection | Owned | | Worksop, UK | 51,000 | Connectivity Solutions | Leased | | Cananea, Mexico | 30,000 | Connectivity Solutions | Leased | | Reynosa, Mexico | 80,000 | Connectivity Solutions | Leased | | Glen Rock, PA | 74,000 | Connectivity Solutions | Owned | - A significant portion of the Company's manufacturing operations and approximately 21.6% of its identifiable assets are located in Asia[128] Legal Proceedings Legal proceedings information is incorporated by reference from Note 19, with no expected material adverse effects on the company's financial position - Information on legal proceedings is incorporated by reference to Note 19, "Commitments and Contingencies"[129] - The company is party to several legal actions, but management does not expect them to have a material adverse effect on the company's financial position or results[413] Mine Safety Disclosures This item is not applicable to the company - Not applicable[148] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Bel Fuse's Class A and B common stocks trade on NASDAQ, with quarterly dividends declared and a new $25 million share repurchase program authorized in February 2024 - The Company's Class A (voting) and Class B (non-voting) Common Stock are traded on the NASDAQ Global Select Market under symbols BELFA and BELFB, respectively[149] - In 2023, the company paid total dividends of $3.5 million, at a quarterly rate of $0.06 per Class A share and $0.07 per Class B share, slightly up from $3.4 million in 2022[151] Issuer Purchases of Equity Securities (Q4 2023) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Oct 1 - Oct 31, 2023 | - | - | | Nov 1 - Nov 30, 2023 | - | - | | Dec 1 - Dec 31, 2023 | 2,000 (Class B) | $52.60 | | Total | 2,000 (Class B) | $52.60 | - In February 2024, the Board of Directors authorized a new share repurchase program for up to $25 million of the company's common stock[214][277] Reserved This item is reserved Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes 2023 financial performance, noting a 2.2% revenue decrease, improved gross margin, decreased order backlog, ongoing restructuring, and strong liquidity Overview The company's 2023 results reflect a 2.2% revenue decrease, a 34% drop in order backlog, and ongoing restructuring initiatives expected to yield $6.9 million in annual cost savings - Revenues decreased by 2.2% in 2023 compared to 2022, with Power Solutions sales growing 8.9% and Connectivity Solutions sales growing 12.6%, while Magnetic Solutions sales decreased by 35.6%[139] - Order backlog totaled $373.1 million at year-end 2023, a 34% decrease from 2022, primarily due to reduced demand in networking and distribution channels[158] - Restructuring initiatives, including four facility consolidations, were substantially completed in 2023 and are expected to generate aggregate annual cost savings of $6.9 million starting in Q1 2024[270] - The company ended 2023 with a strong liquidity position, holding $126.9 million in cash and U.S. Treasury securities, and had $115 million available under its revolving credit facility[160] Results of Operations In 2023, net sales decreased 2.2% to $639.8 million, while gross profit increased to $215.8 million, improving gross margin to 33.7% due to pricing and product mix Net Sales and Gross Margin by Operating Segment (in thousands) | Segment | Net Sales 2023 | Net Sales 2022 | Gross Margin % 2023 | Gross Margin % 2022 | | :--- | :--- | :--- | :--- | :--- | | Power Solutions and Protection | $314,105 | $288,366 | 38.1% | 30.5% | | Connectivity Solutions | $210,572 | $187,085 | 34.2% | 25.9% | | Magnetic Solutions | $115,136 | $178,782 | 22.0% | 27.6% | | Total | $639,813 | $654,233 | 33.7% | 28.0% | Cost of Sales as a Percentage of Net Sales | Component | 2023 | 2022 | | :--- | :--- | :--- | | Material costs | 40.8% | 45.4% | | Labor costs | 6.6% | 8.3% | | Other expenses | 18.9% | 18.3% | | Total cost of sales | 66.3% | 72.0% | - R&D expenses increased to $22.5 million in 2023 from $20.2 million in 2022, due to higher salaries and product development costs[166] - SG&A expenses increased to $99.1 million in 2023 from $92.3 million in 2022, driven by higher salaries, legal fees, and travel expenses[167] - The provision for income taxes was $9.5 million in 2023, compared to $6.4 million in 2022, with the effective tax rate rising to 11.4% from 10.8%[170] Liquidity and Capital Resources The company maintains strong liquidity with $89.4 million cash, $37.5 million in securities, and $115 million available credit, supported by $108.3 million in operating cash flow - Cash and cash equivalents increased by $19.1 million during 2023, driven by $108.3 million in net cash from operating activities[173][188] - Inventories decreased by $33.6 million from year-end 2022, and inventory turns improved from 2.7 to 3.1 times[189] - At December 31, 2023, the company had $60 million outstanding under its revolving credit facility and an additional $115 million of unused credit available[190][215] - In February 2024, the Board authorized a new share repurchase program for up to $25 million of common stock[214] - At year-end 2023, 46% of cash and cash equivalents ($40.9 million) was held by foreign subsidiaries, and the company repatriated $47.2 million during the year[210] Critical Accounting Estimates Critical accounting estimates include business combinations, inventory valuation, goodwill impairment, and pension obligations, all requiring significant judgment and showing no goodwill impairment in 2023 - The most critical accounting estimates are identified as business combinations, inventory valuation, goodwill and other indefinite-lived intangible assets, and pension benefit obligations[196][217] - The annual goodwill impairment test as of October 1, 2023, indicated no impairment, with the fair value of reporting units exceeding carrying values by margins ranging from 71% to 169%[203][578] - Reserves for excess or obsolete inventory were $13.7 million at December 31, 2023, down from $14.5 million at the end of 2022[198] - The pension benefit obligation (SERP) is sensitive to the discount rate; a 25 basis point decrease would have increased the obligation by $0.6 million at year-end 2023[242] Quantitative and Qualitative Disclosures About Market Risk The company is not required to provide information for this item as it qualifies as a smaller reporting company - As a "smaller reporting company," the registrant is not required to provide the information called for by this Item[225] Financial Statements and Supplementary Data This section presents consolidated financial statements for 2023 and 2022, along with unqualified audit opinions from Grant Thornton LLP on both financial statements and internal controls Report of Independent Registered Public Accounting Firm Grant Thornton LLP issued unqualified opinions on Bel Fuse Inc.'s 2023 and 2022 consolidated financial statements and internal control over financial reporting, with no critical audit matters identified - The auditor, Grant Thornton LLP, issued an unqualified opinion, stating the financial statements are presented fairly in all material respects[228] - An unqualified opinion was also issued on the company's internal control over financial reporting as of December 31, 2023[260] - The auditor determined that there were no critical audit matters to communicate[231] Consolidated Financial Statements The consolidated financial statements show 2023 net sales of $639.8 million, gross profit of $215.8 million, and net earnings of $73.8 million, with total assets at $571.6 million Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $89,371 | $70,266 | | Inventories | $136,540 | $172,465 | | Total Current Assets | $381,478 | $381,408 | | Total Assets | $571,631 | $560,466 | | Long-term debt | $60,000 | $95,000 | | Total Liabilities | $231,073 | $298,120 | | Total Stockholders' Equity | $340,558 | $262,346 | Consolidated Statement of Operations Highlights (in thousands) | Account | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | Net sales | $639,813 | $654,233 | | Gross profit | $215,849 | $183,453 | | Income from operations | $87,976 | $65,147 | | Net earnings | $73,831 | $52,689 | | Diluted EPS (Class B) | $5.83 | $4.24 | Notes to Consolidated Financial Statements The notes detail accounting policies, including revenue recognition, goodwill impairment, debt obligations, derivative instruments, segment information, retirement plans, leases, and legal contingencies - Revenue is disaggregated by geographic region and sales channel; in 2023, North America accounted for $447.8 million in sales, Europe for $98.5 million, and Asia for $93.5 million, with direct-to-customer sales at $439.3 million and distribution sales at $200.5 million[484] - The annual goodwill impairment test on October 1, 2023, resulted in no impairment, and the company changed its reporting unit structure effective October 1, 2023, to align with management's current view of the business[562] - At December 31, 2023, the company had $60 million in long-term debt outstanding under its revolving credit facility, which matures in 2026[383][386] - The company uses interest rate swaps to hedge variable interest rate risk on its debt and foreign currency forward contracts to hedge operational cash flow exposures, primarily in Chinese renminbi[390][622] - Total lease liabilities amounted to $22.6 million at year-end 2023, with $20.6 million for operating leases and $2.0 million for finance leases[440] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants regarding accounting principles or financial disclosure - None reported[417] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with no material changes reported in Q4 2023 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[448] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO 2013 framework[675] - There were no changes in internal control over financial reporting during Q4 2023 that materially affected, or are reasonably likely to materially affect, the controls[419] Other Information This section incorporates restructuring discussions from Item 7 and confirms no officers or directors adopted or terminated Rule 10b5-1 trading arrangements in Q4 2023 - The discussion on restructuring from Item 7, "Management's Discussion and Analysis," is incorporated by reference[701] - No officers or directors adopted or terminated a Rule 10b5-1 trading arrangement during the fourth quarter of 2023[677] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[702] Part III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 proxy statement, with a code of ethics available online - Information for this item will be incorporated by reference from the definitive proxy statement for the 2024 annual meeting of shareholders[422] - The company has adopted a code of ethics for all associates, which is available on its website[679] Executive Compensation Executive compensation information is incorporated by reference from the company's definitive proxy statement for its 2024 annual meeting of shareholders - Information for this item will be incorporated by reference from the definitive proxy statement for the 2024 annual meeting of shareholders[423] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership information is incorporated from the 2024 proxy statement, with 517,000 shares available for future issuance under the 2020 Equity Compensation Plan as of year-end 2023 - Information regarding security ownership of beneficial owners and management is incorporated by reference from the 2024 Proxy Statement[454] Equity Compensation Plan Information (as of Dec 31, 2023) | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | - | - | 517,000 | | Equity compensation plans not approved by security holders | - | - | - | | Totals | - | - | 517,000 | Certain Relationships and Related Transactions, and Director Independence Information on related party transactions and director independence is incorporated by reference from the 2024 proxy statement - Information for this item will be incorporated by reference from the definitive proxy statement for the 2024 annual meeting of shareholders[455] Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the 2024 proxy statement - Information for this item will be incorporated by reference from the definitive proxy statement for the 2024 annual meeting of shareholders[424] Part IV Exhibit and Financial Statement Schedules This section lists financial statements and exhibits filed with the annual report, including corporate documents, credit agreements, and certifications - This section contains the list of financial statements (referenced in Item 8) and exhibits filed with the annual report[425][682] Form 10-K Summary This item is not applicable, and no summary is provided in the report - None[427]