[10-Q] Bel Fuse Inc Quarterly Earnings Report

Rhea-AI Filing Summary

Bel Fuse (BELFB) posted another strong quarter following its November 2024 Enercon acquisition. Q2-25 net sales jumped 26% YoY to $168.3 m, with Power Solutions & Protection up 48%, Magnetic Solutions up 33% and Connectivity Solutions up 2%. Gross profit rose 22% to $65.1 m; the gross-margin dipped 140 bp to 38.7% as input costs and Enercon mix weighed on profitability. Operating income climbed 32% to $29.9 m (17.7% margin) aided by a $4.1 m real-estate gain, while net earnings attributable to Bel shareholders surged 43% to $26.9 m; Class B EPS was $2.14 versus $1.50.

Six-month revenue reached $320.5 m (+23%) and EPS $3.58 (+30%). Cash from operations was $28.9 m, down from $38.3 m a year ago, reflecting working-capital swings and FX gains booked in earnings. The company used free cash to repay $42.5 m of debt, trimming revolver borrowings to $250 m; leverage and interest expense (Q2: $4.0 m vs $0.4 m) remain key watch points. Cash ended at $59.3 m (-$9.0 m YTD); equity increased to $404.7 m on retained earnings and $2.9 m of option-related APIC.

The Enercon deal adds $183 m of goodwill and created an $81.0 m redeemable non-controlling interest plus up to $10 m earn-outs (fair value $4.6 m). Integration risk, segment mix, and higher interest rates are highlighted in the 10-Q risk section, but management sees durable demand in defense/aerospace and EV power electronics. No quantitative guidance was issued.

Positive

• Revenue up 26% YoY to $168.3 m, outperforming industry peers.
• EPS growth of 43% (Class B) despite higher financing costs.
• Debt reduced by $37.5 m in six months, improving leverage profile.
• Power Solutions & Protection segment surged 48%, bolstering diversified mix.
• Positive operating cash flow of $28.9 m fully funded capex and debt service.

Negative

• Gross-margin contracted 140 bp to 38.7%, indicating cost pressure.
• Interest expense rose to $4.0 m (vs $0.4 m) from acquisition debt.
• Operating cash flow down 25% YoY; working-capital swings reduced FCF.
• Cash balance fell $9 m YTD, limiting flexibility amid rising rates.
• Earn-out and put/call obligations could trigger additional cash outlays up to $10 m plus 20% Enercon stake.

Insights

Equity Research Analyst

TL;DR – Top-line up 26%, EPS up 43%, debt down $37 m; gross margin compressed and cash flow softer.

Bel Fuse produced solid YoY growth, driven mainly by the newly acquired Enercon and robust defense demand. Revenue and operating income exceeded typical seasonal patterns, and EPS reached record levels despite a near-tenfold jump in interest expense. The 140 bp gross-margin erosion warrants monitoring, but cost discipline kept SG&A growth to 28% versus 26% revenue growth. Operating cash flow covered capex and aided $42.5 m of debt pay-down, lowering net leverage roughly 0.3×. With $59 m cash on hand and $250 m of revolver borrowings, liquidity remains adequate; however, rising SOFR could further pressure interest coverage. The earn-out and put/call on Enercon’s remaining 20% stake introduce contingent cash outflows, yet integration appears on track. Overall impact: positive; valuation could see support on upgraded EPS run-rate, tempered by margin and rate risks.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended June 30, 2025
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ____________

Commission File No. 000-11676

BEL FUSE INC.

(Exact name of registrant as specified in its charter)

New Jersey		22-1463699
(State of incorporation)		(I.R.S. Employer Identification No.)

300 Executive Drive, Suite 300
West Orange, NJ  07052

(Address of principal executive offices and zip code)

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

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

Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
Class A Common Stock ($0.10 par value)		BELFA		Nasdaq Global Select Market
Class B Common Stock ($0.10 par value)		BELFB		Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes ☒	No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).	Yes ☒	No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

Title of Each Class		Number of Shares of Common Stock Outstanding as of July 25, 2025
Class A Common Stock ($0.10 par value)		2,115,263
Class B Common Stock ($0.10 par value)		10,548,254

Table of Contents

BEL FUSE INC. AND SUBSIDIARIES

FORM 10-Q INDEX

			Page
Part I		Financial Information
	Item 1.	Financial Statements (unaudited)	2
		Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2025 and December 31, 2024	2
		Condensed Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	3
		Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	4
		Condensed Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest (unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	5
		Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2025 and 2024	7
		Notes to Condensed Consolidated Financial Statements (unaudited)	8 - 18
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19 - 23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
	Item 4.	Controls and Procedures	23
Part II		Other Information
	Item 1.	Legal Proceedings	23
	Item 1A.	Risk Factors	23
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 3.	Defaults Upon Senior Securities	24
	Item 4.	Mine Safety Disclosures	24
	Item 5.	Other Information	24
	Item 6.	Exhibits	25
	Signatures		26

Table of Contents

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING INFORMATION

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

The Company’s consolidated operating results are affected by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “2024 Annual Report on Form 10-K”), and the risks and other factors described in this and our other Quarterly Reports on Form 10-Q, and in our other reports and documents that we have filed or may file from time to time with the Securities and Exchange Commission ("SEC"). As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, consolidated financial condition, operating results, and common stock prices. Furthermore, this document and other reports and documents filed by the Company with the SEC contain certain forward-looking statements under the Private Securities Litigation Reform Act of 1995 ("Forward-Looking Statements") with respect to the business of the Company.  Forward-Looking Statements are necessarily subject to risks and uncertainties, many of which are outside our control, that could cause actual results to differ materially from these statements. Forward-Looking Statements can be identified by such words as "anticipates," "believes," "plan," "assumes," "could," "should," "estimates," "forecasts," "projects," "expects," "intends," "potential," "seek," "predict," "may," "will" and similar references to future periods.  All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are Forward-Looking Statements.

These Forward-Looking Statements are subject to certain risks and uncertainties, including those detailed in Item 1A of our 2024 Annual Report on Form 10-K, and the risks and other factors described in this and our other Quarterly Reports on Form 10-Q, and in our other reports and documents that we have filed or may file from time to time with the SEC, which could cause actual results to differ materially from these Forward-Looking Statements. Any Forward-Looking Statements are qualified in the entirety by reference to such risk factors discussed throughout our 2024 Annual Report on Form 10-K, in this and our other Quarterly Reports on Form 10-Q and as described in our other reports and documents filed from time to time with the SEC. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the Forward-Looking Statements include but are not limited to:

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

● the continuing viability of sectors that rely on our products;

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

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

● difficulties associated with integrating previously acquired companies, including any unanticipated difficulties, or unexpected or higher than anticipated expenditures, relating to Bel’s November 2024 acquisition of our majority 80% owned subsidiary Enercon Technologies, Ltd. (“Enercon”), and including, without limitation, the risk that we are unable to integrate the Enercon business successfully or difficulties that result in the failure to realize the expected benefits and synergies within the expected time period (if at all);

● the possibility that our intended acquisition of the remaining 20% stake in Enercon is not completed in accordance with the shareholders' agreement as contemplated for any reason, and any resulting disruptions to our business and our currently 80% owned Enercon subsidiary as a result thereof;

● trends in demand which can affect our products and results, and market and economic factors impacting Enercon’s business, including trends in demand in Enercon’s aerospace and defense end markets which can be cyclical, as well as the impact of any reductions in defense spending, any of which factors could materially adversely affect the demand for and corresponding sales of such products;

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

● the impact of public health crises including potential future outbreaks, epidemics or pandemics;

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

● risks associated with our international operations, including our substantial manufacturing operations in the People’s Republic of China (the “PRC”), and following our November 2024 acquisition of Enercon, risks associated with operations in Israel, which may be adversely affected by political or economic instability, major hostilities or acts of terrorism in the region;

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

● product development, commercialization or technological difficulties;

● the regulatory and trade environment including the potential effects of the imposition or modification of new or increased tariffs either by the U.S. government on foreign imports or by a foreign government on U.S. exports related to the countries in which we transact business, and trade restrictions that may impact us, our customers and/or our suppliers, and risks associated with the evolving trade environment, trade restrictions, and changes in trade agreements, and general uncertainty about future changes in trade and tariff policy;

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

● uncertainties associated with legal proceedings;

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

● the impact of changes to U.S. and applicable foreign legal and regulatory requirements, including, without limitation, tax laws.

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

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PART I.  Financial Information

Item 1.  Financial Statements (Unaudited)

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(unaudited)

		June 30,				December 31,
		2025				2024
ASSETS
Current Assets:
Cash and cash equivalents		$	59,284			$	68,253
Held to maturity U.S. Treasury securities			-				950
Accounts receivable, net of allowance of $1,207 and $1,336, respectively			121,241				111,376
Inventories			164,648				161,370
Unbilled receivables			6,394				4,994
Assets held for sale			1,340				2,062
Other current assets			25,708				24,525
Total current assets			378,615				373,530
Property, plant and equipment, net			48,704				47,879
Right-of-use assets			23,930				25,125
Related party note receivable			3,715				2,937
Equity method investment			10,284				9,265
Intangible assets, net			225,006				231,948
Goodwill, net			211,286				208,036
Deferred income taxes			15,868				16,430
Other assets			33,172				34,639
Total assets		$	950,580			$	949,789
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable		$	53,685			$	49,182
Accrued expenses			40,623				53,031
Operating lease liabilities, current			8,688				7,954
Other current liabilities			21,086				17,902
Total current liabilities			124,082				128,069
Long-term Liabilities:
Long-term debt			250,000				287,500
Operating lease liabilities, long-term			16,387				17,763
Liability for uncertain tax positions			17,606				18,127
Minimum pension obligation and unfunded pension liability			18,586				18,431
Deferred income taxes			27,909				28,916
Related-party note payable			3,271				4,995
Other long-term liabilities			7,030				4,826
Total liabilities			464,871				508,627
Commitments and contingencies (see Note 15)
Redeemable noncontrolling interest			80,966				80,586
Shareholders' Equity:
Preferred stock, no par value, 1,000,000 shares authorized; none issued			-				-
Class A common stock, par value $.10 per share, 10,000,000 shares authorized; 2,115,263 shares outstanding at each date (net of 1,072,769 restricted treasury shares)			212				212
Class B common stock, par value $.10 per share, 30,000,000 shares authorized; 10,548,629 and 10,425,175 shares outstanding at June 30, 2025 and December 31, 2024, respectively (net of 3,218,307 restricted treasury shares)			1,058				1,046
Additional paid-in capital			34,402				31,514
Retained earnings			388,035				345,031
Accumulated other comprehensive loss			(18,964	)			(17,227	)
Total shareholders' equity			404,743				360,576
Total liabilities, redeemable noncontrolling interest and shareholders' equity		$	950,580			$	949,789

See accompanying notes to unaudited condensed consolidated financial statements.

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BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Net sales		$	168,299			$	133,205			$	320,537			$	261,295
Cost of sales			103,216				79,809				196,635				159,821
Gross profit			65,083				53,396				123,902				101,474
Research and development costs			8,104				5,994				15,326				11,209
Selling, general and administrative expenses			30,914				24,141				60,421				49,085
Restructuring charges (credits)			280				638				(2,653	)			703
Gain on sale of property			(4,075	)			-				(4,075	)			-
Income from operations			29,860				22,623				54,883				40,477
Interest expense			(3,993	)			(415	)			(8,145	)			(849	)
Interest income			264				1,146				539				2,261
Other income (expense), net			7,568				(471	)			10,207				1,346
Earnings before provision for income taxes			33,699				22,883				57,484				43,235
Provision for income taxes			6,906				4,077				12,369				8,555
Net earnings available to common shareholders			26,793				18,806				45,115				34,680
Less: Net earnings attributable to noncontrolling interest			822				-				1,660				-
Redemption value adjustment attributable to noncontrolling interest			(890	)			-				(1,280	)			-
Net earnings attributable to Bel Fuse shareholders		$	26,861			$	18,806			$	44,735			$	34,680
Net earnings per common share:
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
Weighted-average number of shares outstanding:
Class A common share - basic and diluted			2,115				2,124				2,115				2,131
Class B common share - basic and diluted			10,551				10,492				10,504				10,551

See accompanying notes to unaudited condensed consolidated financial statements.

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BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Net earnings available to common shareholders		$	26,861			$	18,806			$	44,735			$	34,680
Other comprehensive income (loss):
Currency translation adjustment, net of taxes of $0, $0, $0, and $26, respectively			540				(999	)			(708	)			(4,775	)
Unrealized (losses) gains on interest rate swap cash flow hedge, net of taxes of $0 in all periods presented			(386	)			(291	)			(974	)			49
Unrealized holding gains on marketable securities, net of taxes of $0 in all periods presented			-				-				-				1
Change in unfunded SERP liability, net of taxes of $8, ($4), $16, ($9), respectively			(27	)			15				(55	)			30
Other comprehensive income (loss)			127				(1,275	)			(1,737	)			(4,695	)
Comprehensive income			26,988				17,531				42,998				29,985
Comprehensive income attributable to noncontrolling interest			822				-				1,660				-
Comprehensive income attributable to Bel Fuse shareholders		$	26,166			$	17,531			$	41,338			$	29,985

See accompanying notes to unaudited condensed consolidated financial statements.

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BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND REDEEMABLE

NONCONTROLLING INTEREST

(in thousands, except per share data)

 (unaudited)

						Accumulated
						Other				Class A								Class B								Additional				Total				Redeemable
		Retained				Comprehensive				Common				Class A				Common				Class B				Paid-In				Shareholders'				Noncontrolling
		Earnings				(Loss) Income				Stock				# of Shares				Stock				# of Shares				Capital				Equity				Interest
Balance at December 31, 2024		$	345,031			$	(17,227	)		$	212				2,115			$	1,046				10,425			$	31,514			$	360,576			$	80,586
Redemption value adjustment attributable to noncontrolling interest			-				-				-				-				-				-				-				-				(390	)
Net earnings			17,874				-				-				-				-				-				-				17,874				838
Dividends declared:
Class A Common Stock, $0.06/share			(127	)			-				-				-				-				-				-				(127	)			-
Class B Common Stock, $0.07/share			(737	)			-				-				-				-				-				-				(737	)			-
Issuance of restricted common stock			-				-				-				-				13				129				(13	)			-				-
Forfeiture of restricted common stock			-				-				-				-				-				(2	)			-				-				-
Foreign currency translation adjustment, net of taxes of $0			-				(1,248	)			-				-				-				-				-				(1,248	)			-
Unrealized losses on interest rate swap cash flow hedge, net of taxes of $0			-				(588	)			-				-				-				-				-				(588	)			-
Stock-based compensation expense			-				-				-				-				-				-				1,179				1,179				-
Change in unfunded SERP liability, net of taxes of $8			-				(28	)			-				-				-				-				-				(28	)			-
Balance at March 31, 2025			362,041				(19,091	)			212				2,115				1,059				10,552				32,680				376,901				81,034
Redemption value adjustment attributable to noncontrolling interest			-				-				-				-				-				-				-				-				(890	)
Net earnings			26,861				-				-				-				-				-				-				26,861				822
Dividends declared:																																			-
Class A Common Stock, $0.06/share			(127	)			-				-				-				-				-				-				(127	)
Class B Common Stock, $0.07/share			(740	)			-				-				-				-				-				-				(740	)			-
Forfeiture of restricted common stock			-				-				-				-				(1	)			(3	)			1				-				-
Foreign currency translation adjustment, net of taxes of $0			-				540				-				-				-				-				-				540				-
Unrealized losses on interest rate swap cash flow hedge, net of taxes of $0			-				(386	)			-				-				-				-				-				(386	)			-
Stock-based compensation expense			-				-				-				-				-				-				1,721				1,721				-
Change in unfunded SERP liability, net of taxes of $8			-				(27	)			-				-				-				-				-				(27	)			-
Balance at June 30, 2025		$	388,035			$	(18,964	)		$	212				2,115			$	1,058			$	10,549			$	34,402			$	404,743			$	80,966

5

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND REDEEMABLE

NONCONTROLLING INTEREST (Continued)

(in thousands, except per share data)

 (unaudited)

						Accumulated
						Other				Class A								Class B																Total				Redeemable
		Retained				Comprehensive				Common				Class A				Common				Class B								Additional				Shareholders'				Noncontrolling
		Earnings				(Loss) Income				Stock				# of Shares				Stock				# of Shares				Treasury Stock				Paid-In Capital				Equity				Interest
Balance at December 31, 2023		$	307,510			$	(12,037	)		$	214				2,142			$	1,065				10,620			$	(454	)		$	44,260			$	340,558			$	-
Net earnings			15,874				-				-				-				-				-				-				-				15,874				-
Dividends declared:
Class A Common Stock, $0.06/share			(129	)			-				-				-				-				-				-				-				(129	)			-
Class B Common Stock, $0.07/share			(747	)			-				-				-				-				-				-				-				(747	)			-
Issuance of restricted common stock			-				-				-				-				6				58				-				(6	)			-				-
Forfeiture of restricted common stock			-				-				-				-				-				(6	)			-				-				-				-
Purchases of common stock			-				-				(1	)			(11	)			(10	)			(98	)			(6,283	)			11				(6,283	)
Foreign currency translation adjustment, net of taxes of $26			-				(3,776	)			-				-				-				-				-				-				(3,776	)			-
Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0			-				340				-				-				-				-				-				-				340				-
Unrealized holding gains on marketable securities, net of taxes of $0			-				1				-				-				-				-				-				-				1				-
Stock-based compensation expense			-				-				-				-				-				-				-				804				804				-
Change in unfunded SERP liability, net of taxes of ($4)			-				15				-				-				-				-				-				-				15				-
Balance at March 31, 2024			322,508				(15,457	)			213				2,131				1,061				10,574				(6,737	)			45,069				346,657				-
Net earnings			18,806				-				-				-				-				-				-				-				18,806				-
Dividends declared:
Class A Common Stock, $0.06/share			(127	)			-				-				-				-				-				-				-				(127	)			-
Class B Common Stock, $0.07/share			(725	)			-				-				-				-				-				-				-				(725	)			-
Forfeiture of restricted common stock			-				-				-				-				(1	)			(4	)			-				2				1				-
Purchases of common stock			-				-				(1	)			(10	)			(12	)			(117	)			(7,892	)			12				(7,893	)			-
Foreign currency translation adjustment, net of taxes of $0			-				(999	)			-				-				-				-				-				-				(999	)			-
Unrealized losses on interest rate swap cash flow hedge, net of taxes of $0			-				(291	)			-				-				-				-				-				-				(291	)			-
Stock-based compensation expense			-				-				-				-				-				-				-				971				971				-
Change in unfunded SERP liability, net of taxes of ($4)			-				15				-				-				-				-				-				-				15				-
Balance at June 30, 2024		$	340,462			$	(16,732	)		$	212				2,121			$	1,048				10,453			$	(14,629	)		$	46,054			$	356,415			$	-

See accompanying notes to unaudited condensed consolidated financial statements.

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BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

		Six Months Ended
		June 30,
		2025				2024
Cash flows from operating activities:
Net earnings		$	45,115			$	34,680
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			13,284				7,123
Stock-based compensation			2,900				1,775
Amortization of deferred financing costs			692				27
Deferred tax benefit			(861	)			(2,930	)
Unrealized gains on foreign currency revaluation			(12,913	)			(355	)
Gain on sale of property			(4,075	)			-
Other, net			1,595				652
Changes in operating assets and liabilities:
Accounts receivable			(8,203	)			2,805
Unbilled receivables			(1,400	)			6,887
Inventories			(122	)			7,972
Accounts payable			3,511				(4,026	)
Accrued expenses			(8,641	)			(14,147	)
Accrued restructuring costs			(5,075	)			(1,553	)
Income taxes payable			2,143				4,517
Other operating assets/liabilities, net			914				(5,083	)
Net cash provided by operating activities			28,864				38,344
Cash flows from investing activities:
Purchase of property, plant and equipment			(6,718	)			(4,278	)
Purchases of held to maturity U.S. securities			-				(122,345	)
Proceeds from held to maturity securities			950				101,071
Investment in related party notes receivable			(778	)			(633	)
Proceeds from disposal/sale of property, plant and equipment			4,867				229
Net cash used in investing activities			(1,679	)			(25,956	)
Cash flows from financing activities:
Dividends paid to common shareholders			(1,660	)			(1,674	)
Deferred financing costs			(681	)			-
Repayment of long-term debt			(42,500	)			-
Proceeds of long-term debt			5,000				-
Purchases of common stock			-				(14,175	)
Net cash used in financing activities			(39,841	)			(15,849	)
Effect of exchange rate changes on cash and cash equivalents			3,687				(934	)
Net decrease in cash and cash equivalents			(8,969	)			(4,395	)
Cash and cash equivalents - beginning of period			68,253				89,371
Cash and cash equivalents - end of period		$	59,284			$	84,976
Supplementary information:
Cash paid during the period for:
Income taxes, net of refunds received		$	11,422			$	8,277
Interest payments		$	8,188			$	1,985
ROU assets obtained in exchange for lease obligations		$	1,502			$	4,239

See accompanying notes to unaudited condensed consolidated financial statements.

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BEL FUSE INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The condensed consolidated balance sheets and statements of operations, comprehensive income, shareholders’ equity and redeemable noncontrolling interest, and cash flows for the periods presented herein have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for all periods presented have been made. The results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Bel Fuse Annual Report on Form 10-K for the fiscal year ended  December 31, 2024.

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

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

The Company’s significant accounting policies are summarized in Note 1 to the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There were no significant changes to these accounting policies during the six months ended June 30, 2025, except as discussed in “Recently Adopted Accounting Standards” below and as follows:

Cash, Cash Equivalents and Investments

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

The Company previously had held to maturity securities comprised of U.S. Treasury Bills. These investments were classified as held to maturity as the Company has the intent and ability to hold these investments until they mature. The table below shows the amortized costs, associated gross unrealized gains and associated fair value of the held to maturity securities at December 31, 2024. There were no held to maturity securities outstanding at June 30, 2025.

		June 30, 2025				December 31, 2024
Held to maturity U.S. Treasury securities
Amortized cost		$	-			$	950
Gross unrealized gain			-				26
Fair value		$	-			$	977

In determining the fair value of the Company's held to maturity U.S. Treasury securities, the Company utilized Level 1 inputs of the market price for identical securities as of  December 31, 2024.

Investments

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

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

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

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

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Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that prior to the implementation of the guidance were required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. In the fourth quarter of 2024, the Company adopted this guidance and applied the amendments retrospectively to all prior periods presented in the accompanying financial statements. This adoption only impacted our disclosures and did not have any impact to our results of operations, cash flows and financial condition. See Note 16, "Segments", for applicable reportable segment disclosures required by this guidance.

Accounting Standards Issued But Not Yet Adopted

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

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a PBE's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity's performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

2. INVESTMENT IN INNOLECTRIC

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

This passive investment created a strategic alliance that is focused on Electric Vehicles (“EV”) on-board power electronics, and in particular next generation fast-charging technology. With no product overlap, this relationship expands the Bel eMobility Power portfolio, further enhancing Bel's competitive position in this emerging field. Our investment in innolectric is accounted for using the equity method and we have determined that the innolectric investment is not a variable interest entity (VIE). Results from this investment have been included in Bel's Power Solutions and Protection segment and amounted to losses of $0.3 million and less than $0.1 million during the three and six months ended June 30, 2025, respectively. The Company adopted a policy to record its share of innolectric's results on a one-month lag on a consistent basis to allow time for innolectric to provide its financial statements to Bel.

Related Party Transactions

From time to time, the Company provides cash loans to innolectric to fund working capital needs and further business development. During the three and six months ended June 30, 2025, the Company provided incremental loans to innolectric in the amount of €0.2 million and €0.3 million, respectively. As of June 30, 2025 and December 31, 2024, the Company had loans outstanding to innolectric in the aggregate amount of €3.2 million (approximately $3.7 million at the June 30, 2025 exchange rate) and €2.8 million (approximately $2.9 million at the December 31, 2024 exchange rate), respectively. These loans bear interest at a rate of 5% per annum. This balance is shown as a related-party note receivable on the accompanying condensed consolidated balance sheets at June 30, 2025 and December 31, 2024.  

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3. ACQUISITION  

Acquisition of Enercon

On November 14, 2024 (and deemed effective solely for accounting purposes as of November 1, 2024), the Company closed on its acquisition of its majority 80% stake in Enercon Technologies, Ltd. (“Enercon”) for (i) a cash purchase price of $320 million (subject to customary adjustments), plus (ii) up to $10 million in potential earnout payments for the 2025 - 2026 period (the “Earnout Payments”), as further described below (the “Transaction” or the "acquisition"). Bel may acquire the remaining 20% stake in Enercon and has the current intention to purchase such remaining interest by early 2027 in accordance with the terms and subject to the conditions of a shareholders’ agreement, which was also entered into on November 14, 2024.

At the closing, Bel paid an aggregate of approximately $325.6 million in cash in respect to the cash purchase price (after giving effect to estimated adjustments taken at closing including for Enercon’s cash, indebtedness, net working capital and unpaid transaction costs, and subject to further adjustment post-closing). Bel funded the closing of the Transaction through cash on hand of approximately $85.6 million and with approximately $240 million provided through incremental borrowings under the Company’s revolving credit facility, as amended in connection with the Transaction.

The potential Earnout Payments may become payable of up to $5 million for each of the fiscal 2025 and fiscal 2026 earnout periods (each, an “Earnout Period”), subject to Enercon’s achievement of certain specified EBITDA targets for each respective Earnout Period, as calculated and determined in accordance with the Purchase Agreement. In the event that (i) the target for the respective Earnout Period has been achieved, the full $5 million Earnout Payment for the Earnout Period shall be payable, or (ii) achievement for the respective Earnout Period is at least 90% of the target level but less than 100% of the target level, then the amount payable in respect of the Earnout Payment for such Earnout Period shall be $2.5 million. In the event that achievement for the respective Earnout Period is less than 90% of the target level, no Earnout Payment shall be due for such period.

The Company did not incur any acquisition-related costs associated with the Transaction during the three or six months ended June 30, 2025 or June 30, 2024.

While the initial accounting related to the Enercon acquisition is not complete as of the filing date of this Form 10-Q, primarily related to income tax matters still under review, the following table depicts the Company’s current preliminary estimates of the acquisition date fair values of the consideration paid, identifiable net assets acquired and goodwill. The Company expects to finalize these valuations and complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date:

		Preliminary
		Acquisition Date
		Fair Values
		(as adjusted)
Cash		$	3,590
Accounts receivable			21,088
Inventories			42,271
Other current assets			4,144
Property, plant and equipment			9,357
Intangible assets			189,700
Other assets			3,496
Total identifiable assets			273,646
Accounts payable			9,585
Accrued expenses			6,670
Other current liabilities			5,104
Noncurrent liabilities			30,827
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
Deferred consideration			(80,599	)
Total consideration paid		$	324,071

The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the results of Enercon for the periods presented as if the Transaction had occurred on January 1, 2024, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon estimated fair value of assets acquired, interest expense and amortization of deferred financing costs related to the financing of the acquisition, and related tax effects. The 2024 unaudited pro forma net earnings for the three and six months ended June 30, 2024 were adjusted to include an estimated non-recurring expense related to a fair value adjustment to acquisition-date inventory of $1.0 million ($0.7 million after tax) and $1.9 million ($1.5 million after tax), respectively. The pro forma results do not reflect the realization of any potential cost savings, or any related integration costs. Certain cost savings may result from this acquisition; however, there can be no assurance that these cost savings will be achieved. The pro forma results also exclude the impact of any change in the redemption value of the noncontrolling interest. The unaudited pro forma results are presented for illustrative purposes only and are not necessarily indicative of the results that would have actually been obtained if the acquisition had occurred on the assumed date, nor is the pro forma data intended to be a projection of results that may be obtained in the future:

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2024				2024
Revenue, net		$	162,681			$	321,486
Net earnings			21,314				39,358
Less: Net earnings attributable to non-controlling interest			1,157				2,247
Net earnings attributable to Bel Fuse shareholders			20,157				37,111
Earnings per Class A common share - basic and diluted		$	1.53			$	2.80
Earnings per Class B common share - basic and diluted		$	1.61			$	2.95

During 2024, the acquisition of Enercon resulted in a noncontrolling interest holder who is entitled to a put option, giving the sellers the ability to put their redeemable interest in the shares of the acquiree to the Company. Specifically, if exercised by the noncontrolling interest holder, the Company would be required to purchase the remaining 20% of the Seller's redeemable interest, at a redemption price during specified time period(s) stipulated in the Enercon acquisition agreement. Upon acquisition, the redeemable noncontrolling interest was initially valued at a fair value of $72.4 million. The redeemable noncontrolling interest reflected on the accompanying condensed consolidated balance sheets at June 30, 2025 and December 31, 2024 will remain in temporary equity until the applicable put-call option is either fully exercised or expires. At June 30, 2025 and December 31, 2024, the redeemable noncontrolling interest was adjusted to reflect its redemption value of $81.0 million and $80.6 million, respectively. The redemption value of the redeemable noncontrolling interest is generally calculated using Level 3 unobservable inputs based on a multiple of earnings. A roll-forward of the redeemable noncontrolling interest for the three and six months ended June 30, 2025 is included in the accompanying condensed consolidated statements of shareholders' equity and redeemable noncontrolling interest.

4. REVENUE

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

		Three Months Ended June 30, 2025																Six Months Ended June 30, 2025
		Power Solutions and Protection				Connectivity Solutions				Magnetic Solutions				Consolidated				Power Solutions and Protection				Connectivity Solutions				Magnetic Solutions				Consolidated
By Geographic Region:
North America		$	54,986			$	47,493			$	9,576			$	112,055			$	104,677			$	86,648			$	17,001			$	208,326
Europe			14,308				10,473				765				25,546				29,343				21,086				1,439				51,868
Asia			17,505				1,236				11,957				30,698				35,833				2,198				22,312				60,343
		$	86,799			$	59,202			$	22,298			$	168,299			$	169,853			$	109,932			$	40,752			$	320,537
By Sales Channel:
Direct to customer		$	68,518			$	41,360			$	16,025			$	125,903			$	132,685			$	72,786			$	29,872			$	235,343
Through distribution			18,281				17,842				6,273				42,396				37,168				37,146				10,880				85,194
		$	86,799			$	59,202			$	22,298			$	168,299			$	169,853			$	109,932			$	40,752			$	320,537

		Three Months Ended June 30, 2024																Six Months Ended June 30, 2024
		Power Solutions and Protection				Connectivity Solutions				Magnetic Solutions				Consolidated				Power Solutions and Protection				Connectivity Solutions				Magnetic Solutions				Consolidated
By Geographic Region:
North America		$	39,197			$	45,380			$	7,350			$	91,927			$	78,746			$	89,264			$	13,473			$	181,483
Europe			14,610				11,242				1,118				26,970				30,943				20,678				2,334				53,955
Asia			4,744				1,200				8,364				14,308				9,109				2,165				14,583				25,857
		$	58,551			$	57,822			$	16,832			$	133,205			$	118,798			$	112,107			$	30,390			$	261,295
By Sales Channel:
Direct to customer		$	37,572			$	36,428			$	11,793			$	85,793			$	76,397			$	70,498			$	21,579			$	168,474
Through distribution			20,979				21,394				5,039				47,412				42,401				41,609				8,811				92,821
		$	58,551			$	57,822			$	16,832			$	133,205			$	118,798			$	112,107			$	30,390			$	261,295

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The balances of the Company’s contract assets and contract liabilities at  June 30, 2025 and December 31, 2024 are as follows:

		June 30,				December 31,
		2025				2024
Contract assets - current (unbilled receivables)		$	6,394			$	4,994
Contract liabilities - current (deferred revenue)		$	12,290			$	6,120

The change in balance of our unbilled receivables from December 31, 2024 to June 30, 2025 primarily relates to a timing difference between the Company’s performance (i.e., when our product is shipped to a customer-controlled hub) and the point at which the Company can invoice the customer per the terms of the customer contract (i.e., when the customer pulls our product from the customer-controlled hub). Our deferred revenue balances at  December 31, 2024 and  June 30, 2025 primarily relate to customer prepayments on invoices, which will be recorded as revenue in the period in which the related finished goods are shipped to the customer. The increase in the deferred revenue balance from December 31, 2024 is primarily attributable to a sales agreement at Enercon that includes advance payment terms, resulting in higher unrecognized revenue as of the June 30, 2025 reporting date.

Transaction Price Allocated to Future Obligations

The aggregate amount of transaction price allocated to remaining performance obligations that have not been fully satisfied as of  June 30, 2025 related to contracts that exceed one year in duration amounted to $9.3 million, with expected contract expiration dates that range from 2026 – 2030. Based on the Company's current estimates, it is currently expected that approximately $5.7 million of this aggregate amount will be recognized in 2026, $1.8 million will be recognized in 2027, $0.1 million will be recognized each of 2028 and 2029, and $1.6 million will be recognized in 2030. The majority of the Company's orders received (but not yet shipped) at  June 30, 2025 are related to contracts that have an original expected duration of one year or less, for which the Company is electing to utilize the practical expedient available within the applicable guidance, and are excluded from the transaction price related to these future obligations. The Company will generally satisfy the remaining performance obligations as we transfer control of the products ordered to our customers.

5. EARNINGS PER SHARE

The following table sets forth the calculation of basic and diluted net earnings per common share under the two-class method for the three and six months ended June 30, 2025 and 2024:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Numerator:
Net earnings		$	26,861			$	18,806			$	44,735			$	34,680
Less dividends declared:
Class A			127				127				254				256
Class B			740				725				1,477				1,472
Undistributed earnings		$	25,994			$	17,954			$	43,004			$	32,952
Undistributed earnings allocation:
Class A undistributed earnings		$	4,172			$	2,901			$	6,920			$	5,317
Class B undistributed earnings			21,822				15,053				36,084				27,635
Total undistributed earnings		$	25,994			$	17,954			$	43,004			$	32,952
Net earnings allocation:
Class A net earnings		$	4,299			$	3,028			$	7,174			$	5,573
Class B net earnings			22,562				15,778				37,561				29,107
Net earnings		$	26,861			$	18,806			$	44,735			$	34,680
Denominator:
Weighted-average shares outstanding:
Class A			2,115				2,124				2,115				2,131
Class B			10,551				10,492				10,504				10,551
Net earnings per share:
Class A		$	2.03			$	1.43			$	3.39			$	2.61
Class B		$	2.14			$	1.50			$	3.58			$	2.76

6. FAIR VALUE MEASUREMENTS

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

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

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

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

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		June 30, 2025
		Carrying Value				Fair Value				Cash and Cash Equivalents				Other Current Assets
Cash		$	58,239			$	58,239			$	58,239			$	-
Level 1:
Money market funds			1				1				1				-
Money market funds (Rabbi Trust)			144				144				-				144
Subtotal			145				145				1				144
Level 2:
Certificates of deposit and time deposits			2,895				3,385				1,044				1,851
Subtotal			2,895				3,385				1,044				1,851
Total		$	61,279			$	61,769			$	59,284			$	1,995

		December 31, 2024
		Carrying Value				Fair Value				Cash and Cash Equivalents				Other Current Assets
Cash		$	66,917			$	66,917			$	66,917			$	-
Level 1:
Money market funds			1				1				1				-
Money market funds (Rabbi Trust)			566				566				-				566
Subtotal			567				567				1				566
Level 2:
Certificates of deposit and time deposits			2,938				3,348				1,335				1,602
Subtotal			2,938				3,348				1,335				1,602
Total		$	70,422			$	70,832			$	68,253			$	2,168

As of June 30, 2025 and December 31, 2024, our available-for-sale securities primarily consisted of investments held in a rabbi trust which are intended to fund the Company’s Supplemental Executive Retirement Plan (“SERP”) obligations. These securities are measured at fair value using quoted prices in active markets for identical assets (Level 1) inputs and amounted to $0.1 million at  June 30, 2025 and $0.6 million at December 31, 2024. 

Throughout 2025 and 2024, the Company entered into a series of foreign currency forward contracts, the fair values of which were $0.7 million at  June 30, 2025 and ($1.0) million at  December 31, 2024. The estimated fair value of foreign currency forward contracts is based on quotes received from the applicable counterparty, and represents the estimated amount we would receive or pay to settle the contracts, taking into consideration current exchange rates which can be validated through readily observable data from external sources (Level 2).

The Company is a party to two interest rate swap agreements as further described in Note 10, "Derivative Instruments and Hedging Activities". The fair value of the interest rate swap agreements was $1.7 million at June 30, 2025 and $2.7 million at December 31, 2024, which was based on market data, and represents the estimated amount we would receive or pay to settle the agreements, taking into consideration current and projected future interest rates as well as the creditworthiness of the parties, all of which can be validated through readily observable data from external sources (Level 2).

The fair values of our derivative financial instruments and their classifications in our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 were as follows:

			June 30,				December 31,
	Balance Sheet Classification		2025				2024
Derivative assets:
Foreign currency forward contracts:
Designated as cash flow hedges	Other current assets		$	43			$	-
Not designated as hedging instruments	Other current assets			656				-
Interest rate swap agreements:
Designated as a cash flow hedge	Other assets			1,732				2,730
Total derivative assets			$	2,431			$	2,730
Derivative liabilities:
Foreign currency forward contracts:
Designated as cash flow hedges	Other current liabilities		$	-			$	116
Not designated as hedging instruments	Other current liabilities			-				919
Total derivative liabilities			$	-			$	1,035

In connection with the acquisition of Enercon as further described in Note 3, "Acquisition", the sellers are eligible to receive an Earnout Payment based on the achievement of certain financial metrics for each of the fiscal 2025 and 2026 Earnout Periods. As this contingent consideration will be settled in cash by Bel if the related metrics are achieved, this contingent consideration has been classified as a liability on the accompanying balance sheets at June 30, 2025 and December 31, 2024. The earnout liabilities were initially recorded at a fair value of $3.3 million at the acquisition date, with subsequent remeasurements to fair value at June 30, 2025 and  December 31, 2024 calculated using Level 3 unobservable inputs. At June 30, 2025 and  December 31, 2024, inputs to the valuation approach for the contingent earnout liabilities include the Company's forecasted Enercon EBITDA (as defined under the terms of the Purchase Agreement) for each of 2025 and 2026, an estimated EBITDA volatility measure of 45.5% and 52.1%, respectively, an expected term of 2 years and a discount rate on the Earnout Payments of 6.17% and 6.66%, respectively. The fair value of the earnout liabilities as of June 30, 2025 and December 31, 2024 were as follows:

			Level 3
			June 30,				December 31,
	Balance Sheet Classification		2025				2024
Contingent Liabilities:
Earnout payment liability - 2025	Other current liabilities		$	2,862			$	2,041
Earnout payment liability - 2026	Other long-term liabilities			1,713				1,446
			$	4,575			$	3,487

The change in the fair value of the earnout liabilities noted above from December 31, 2024 to June 30, 2025 of $1.1 million primarily related to the passage of time and a lower discount rate assumed at the June 30, 2025 date. This change in fair value was recorded as other expense within the Other income (expense), net caption on the accompanying condensed consolidated statement of operations during the six months ended June 30, 2025. Aside from the earnout liability described above, the Company does not have any financial assets measured at fair value on a recurring basis categorized as Level 3, and there were no transfers in or out of Level 1, Level 2 or Level 3 during the six months ended June 30, 2025 or  June 30, 2024. There were no changes to the Company’s valuation techniques used to measure fair values on a recurring or nonrecurring basis during the six months ended June 30, 2025 or  June 30, 2024.

During 2024, in connection with the Company's annual impairment test of indefinite-lived intangible assets, the Company adjusted the carrying value associated with the CUI tradename to fair value. Aside from this item, there were no financial assets accounted for at fair value on a nonrecurring basis as of  June 30, 2025 or December 31, 2024.

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The Company has other financial instruments, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, which are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. The fair value of the Company’s long-term debt is estimated using a discounted cash flow method based on interest rates that are currently available for debt issuances with similar terms and maturities. At  June 30, 2025 and December 31, 2024, the estimated fair value of total debt was $248.8 million and $ 286.6 million, respectively, compared to a carrying amount of $250 million and $287.5 million, respectively. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of June 30, 2025.

Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets, long-lived assets and the net liability related to the put/call options pursuant to the innolectric investment agreement, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment upon the occurrence of a triggering event or in the case of goodwill, on at least an annual basis. Based on the Company's assessment, it was concluded that no triggering events occurred during the six months ended June 30, 2025 or June 30, 2024.  

7. INVENTORIES

The components of inventories are as follows:

		June 30,				December 31,
		2025				2024
Raw materials		$	76,629			$	74,750
Work in progress			54,295				53,569
Finished goods			33,724				33,051
Inventories		$	164,648			$	161,370

8.  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

		June 30,				December 31,
		2025				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
			124,779				124,490
Accumulated depreciation			(76,075	)			(76,611	)
Property, plant and equipment, net		$	48,704			$	47,879

Depreciation expense was $2.9 million and $2.3 million, respectively, for the three months ended  June 30, 2025 and 2024 and $5.9 million and $4.6 million, respectively, for the six months ended  June 30, 2025 and 2024. Depreciation expense related to our manufacturing facilities and equipment is included in cost of sales and depreciation expense associated with administrative facilities and office equipment is included in selling, general and administrative expense within the accompanying condensed consolidated statements of operations.

At June 30, 2025, a total of $1.3 million of property was classified as assets held for sale within other current assets on the accompanying condensed consolidated balance sheets related to several buildings in Zhongshan, PRC. At  December 31, 2024, a total of $2.1 million of property was classified as assets held for sale within other current assets on the accompanying condensed consolidated balance sheets related to property in Glen Rock, Pennsylvania and several buildings in Zhongshan, PRC.

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9. ACCRUED EXPENSES

Accrued expenses consist of the following:

		June 30,				December 31,
		2025				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
		$	40,623			$	53,031

The change in warranty accrual during the six months ended June 30, 2025 primarily related to repair costs incurred and adjustments to pre-existing warranties. There were no new material warranty charges incurred during the six months ended June 30, 2025.

Restructuring Activities:

Activity and liability balances related to restructuring costs for the six months ended June 30, 2025 are as follows:

						Six Months Ended
						June 30, 2025
		Liability at								Cash Payments				Liability at
		December 31,				New				and Other				June 30,
		2024				Charges				Settlements				2025
Severance costs		$	1,276			$	466			$	(1,669	)		$	73
Other restructuring costs			4,547				(3,119	)			(753	)			675
Total		$	5,823			$	(2,653	)		$	(2,422	)		$	748

The balance of accrued restructuring costs at June 30, 2025 largely related to remaining liabilities associated with the Company's facility consolidation project in the PRC whereby two of our Magnetic Solutions manufacturing sites were consolidated into a single new site. During the first quarter of 2025, the Company recorded a $3.2 million reversal of other restructuring costs as a result of a non-cash settlement of liabilities related to this same project.

10.     DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

Foreign Currency Forward Contracts

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

We held outstanding foreign currency forward contracts with notional amounts of $27.5 million and $14.2 million as of June 30, 2025 and December 31, 2024, respectively. The Company's foreign currency forward contracts related to the Chinese renminbi are designated as cash flow hedges for accounting purposes and as such, changes in their fair value are recognized in accumulated other comprehensive loss in the consolidated balance sheet and are reclassified into the statement of operations within cost of goods sold in the period in which the hedged transaction affects earnings. 

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Interest Rate Swap Agreements

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

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

Fair Values of Derivative Financial Instruments

See Note 6, "Fair Value Measurements" for the gross fair values of the Company's derivative assets and liabilities as of June 30, 2025 and December 31, 2024.

Derivative Financial Instruments in Cash Flow Hedging Relationships

The effects of derivative financial instruments designated as cash flow hedges on accumulated other comprehensive loss (“AOCL”) and on the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 were as follows: 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Net (losses) gains recognized in AOCL:
Foreign currency forward contracts		$	30			$	(77	)		$	59			$	(188	)
Interest rate swap agreements			80				331				(44	)			1,286
		$	110			$	254			$	15			$	1,098
Net gains (losses) reclassified from AOCL to the consolidated statement of operations:
Foreign currency forward contracts		$	(9	)		$	(83	)		$	(66	)		$	(351	)
Interest rate swap agreements			467				622				932				1,237
		$	458			$	539			$	866			$	886

The gains and losses related to the foreign currency forward contracts are included as a component of currency translation adjustment on the accompanying condensed consolidated statements of comprehensive income for the three and six months ended  June 30, 2025 and 2024.

Derivative Financial Instruments Not Designated as Hedging Instruments

(Losses) gains recognized on derivative financial instruments not designated as hedging instruments in our condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 were as follows: 

			Three Months Ended								Six Months Ended
			June 30,								June 30,
	Classification in Consolidated Statements of Operations		2025				2024				2025				2024
Foreign currency forward contracts	Other income (expense), net		$	(194	)		$	103			$	(479	)		$	262
			$	(194	)		$	103			$	(479	)		$	262

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11.  DEBT

The Company has a Credit and Security Agreement with KeyBank National Association (as amended, the "Credit Agreement" or the "CSA") with a maximum revolving amount of $400 million.

On May 2, 2025, Bel entered into a Fourth Amendment Agreement (the “Fourth  Amendment”) to the Credit Agreement, which made certain amendments to the Credit Agreement including: (i) increasing the maximum revolving amount from $325 million to $400 million pursuant to Section 2.10(b)(i)(A) of the Credit Agreement; (ii) extending the commitment period (and the final maturity for revolving loans borrowed under the credit agreement) to September 1, 2028; and (iii) providing an incremental extension of credit to the Company of $75 million concurrently with the effectiveness of the Fourth Amendment, consisting of (x) a $50 million commitment from Wells Fargo Bank, N.A., which joined the Credit Agreement as a new revolving lender pursuant to the Fourth Amendment, and (y) an aggregate $25 million commitment increase, on a pro rata basis, from the existing lenders party to the Credit Agreement.

Pursuant to the Fourth Amendment, the parties additionally agreed to the text of a Conformed Amended and Restated Credit and Security Agreement (the “Conformed Amended and Restated Credit and Security Agreement”), which amended and restated the text of the Credit Agreement including so as to reflect and integrate the changes implemented pursuant to the Fourth Amendment, as well as the changes implemented pursuant to the previously disclosed First Amendment Agreement dated as of January 12, 2023, the Second Amendment Agreement dated as of September 18, 2024 and the Third Amendment Agreement dated as of November 14, 2024.

At  June 30, 2025 and  December 31, 2024, outstanding borrowings under the revolver amounted to $250 million and $287.5 million, respectively. The unused credit available under the credit facility was $150 million at  June 30, 2025 and $37.5 million at December 31, 2024. The Company incurred $4.0 million and $0.4 million of interest expense during the three months ended June 30, 2025 and 2024, respectively, and $8.1 million and $0.8 million during the six months ended June 30, 2025 and June 30, 2024, respectively, in connection with interest due on its outstanding borrowings under the CSA during each period, including the effects of the 2021 Swaps discussed in Note 10, "Derivative Instruments and Hedging Activities", and amortization of deferred financing costs. 

The effective rate of interest for our total outstanding borrowings, including the impact of the 2021 Swaps, was 5.16% and 5.47%, respectively, as of June 30, 2025 and December 31, 2024. The interest rate in effect for the fixed-rate portion of our outstanding borrowings ($60 million at each of June 30, 2025 and December 31, 2024) was 2.84% at each date. The weighted-average interest rate in effect for the variable-rate portion of our outstanding borrowings ($190 million at June 30, 2025 and $227.5 million at December 31, 2024) was 5.90% at June 30, 2025 and 6.16% at December 31, 2024, and consisted of SOFR plus the Company’s credit spread at June 30, 2025 and December 31, 2024, respectively, as determined per the terms of the CSA. 

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

At June 30, 2025, the Company was in compliance with its debt covenants, including its most restrictive covenant, the Fixed Charge Coverage Ratio.

12. INCOME TAXES

The Company does not measure income tax expense for interim periods using the annual effective tax rate (“AETR”) method, as its estimated taxable income for future periods is not determined on a legal entity basis. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations by tax authorities for years prior to 2021 and state examinations for years prior to 2018. For foreign subsidiaries, the Company is generally no longer subject to tax examinations for years prior to 2015 in Asia and 2017 in Europe.

Due to the expiration of the statutes of limitations for certain jurisdictions, it is reasonably possible that unrecognized tax benefits related to previously filed tax returns may materially change from the amounts recorded as liabilities for uncertain tax positions in the Company’s condensed consolidated financial statements as of June 30, 2025.  The Company’s liabilities for uncertain tax positions totaled $17.6 million as of June 30, 2025, compared to $18.1 million as of December 31, 2024.  Approximately $1.3 million of these liabilities are expected to be resolved within the next twelve months due to statute expirations. During the six months ended June 30, 2025, $0.9 million of the uncertain tax positions were resolved. These amounts, if recognized, would reduce the Company’s effective tax rate.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes. For the six months ended June 30, 2025 and 2024, the Company recognized $0.1 million and $0.2 million, respectively, in interest and penalties in the condensed consolidated statements of operations.  As of June 30, 2025, the Company had accrued approximately $1.0 million for the payment of interest and penalties, compared to $1.2 million as of  December 31, 2024.  These amounts are included in liability for uncertain tax positions in the condensed consolidated balance sheets.

13. RETIREMENT, SAVINGS AND DEFERRED COMPENSATION PLANS

The Company maintains the Bel Fuse Inc. Employees’ Savings Plan, a defined contribution plan that is intended to meet the applicable requirements for tax-qualification under sections 401(a) and (k) of the Internal Revenue Code of 1986, as amended. The expense for the three months ended June 30, 2025 and 2024 amounted to $0.3 million in each period. The expense for the six months ended June 30, 2025 and 2024 amounted to $0.8 million and $0.9 million, respectively. The Company’s matching contribution is made in the form of Bel Fuse Inc. Class A common stock. As of June 30, 2025, the plan owned 249,184 and 49,971 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.  

The Company also maintains a Nonqualified Deferred Compensation Plan (the "DCP"). With certain exceptions, the Company's contributions to the DCP are discretionary and become fully vested by the participants upon reaching age 65. The expense for the three months ended June 30, 2025 and 2024 amounted to less than $0.1 million during each period. The expense for the six months ended  June 30, 2025 and 2024 amounted to $0.1 million during each period. As the plan is fully funded, the assets and liabilities related to the DCP were in equal amounts of $1.5 million at  June 30, 2025 and $1.3 million at  December 31, 2024. These amounts are included in other assets and other liabilities, respectively, on the accompanying condensed consolidated balance sheets as of each date. 

The Company's subsidiaries in Asia have a retirement fund covering substantially all of their Hong Kong based full-time employees. The expense for the three months ended June 30, 2025 and 2024 amounted to less than $0.1 million during each period. The expense for the six months ended June 30, 2025 and 2024 amounted to $0.1 million and $0.2 million, respectively.

The Company maintains a SERP, which is designed to provide a limited group of key management and other key employees of the Company with supplemental retirement and death benefits. As discussed in Note 6, "Fair Value Measurements", above, the Company has investments in a rabbi trust which are intended to fund the obligations of the SERP.

The components of SERP expense are as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				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

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

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

		June 30,				December 31,
		2025				2024
Prior service cost		$	93			$	132
Net loss			(3,194	)			(3,303	)
		$	(3,101	)		$	(3,171	)

14. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss at  June 30, 2025 and December 31, 2024 are summarized below:

		June 30,				December 31,
		2025				2024
Foreign currency translation adjustment, net of taxes of ($312) at June 30, 2025 and ($312) at December 31, 2024		$	(22,674	)		$	(21,966	)
Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0 at June 30, 2025 and $0 at December 31, 2024			1,755				2,729
Unrealized holding gains on marketable securities, net of taxes of ($7) at June 30, 2025 and ($7) at December 31, 2024			21				21
Unfunded SERP liability, net of taxes of $1,167 at June 30, 2025 and $1,183 at December 31, 2024			1,934				1,989
Accumulated other comprehensive loss		$	(18,964	)		$	(17,227	)

Changes in accumulated other comprehensive loss by component during the six months ended June 30, 2025 are as set forth below. All amounts are net of tax:

		Foreign Currency				Unrealized Gains on				Unrealized Holding
		Translation				Interest Rate Swap				Gains on				Unfunded
		Adjustment				Cash Flow Hedge				Marketable Securities				SERP Liability					Total
Balance at December 31, 2024		$	(21,966	)		$	2,729			$	21			$	1,989				$	(17,227	)
Other comprehensive (loss) income before reclassifications			(774	)			(42	)			-				(110	)				(926	)
Amount reclassified from accumulated other comprehensive loss			66				(932	)			-				55		(a)			(811	)
Net current period other comprehensive (loss) income			(708	)			(974	)			-				(55	)				(1,737	)
Balance at June 30, 2025		$	(22,674	)		$	1,755			$	21			$	1,934				$	(18,964	)

(a) This reclassification relates to the amortization of prior service costs and gains/losses associated with the Company's SERP. This expense is reflected in other income (expense), net on the accompanying condensed consolidated statements of operations.

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15. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

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

In connection with the Company's 2014 acquisition of the Power-One Power Solutions business ("Power Solutions") of ABB Ltd ("ABB"), there is an ongoing claim by the Arezzo Revenue Agency in Italy concerning certain tax matters related to what was then Power-One Asia Pacific Electronics Shenzhen Co. Ltd. (now Bel Power Solutions Asia Pacific Electronics Shenzhen Co. Ltd, or “BPS China”) for the years 2004 to 2006. In September 2012, the Tax Court of Arezzo ruled in favor of BPS China and cancelled the claim. In February 2013, the Arezzo Revenue Agency filed an appeal of the Tax Court’s ruling. The hearing of the appeal was held on October 2, 2014.  On October 13, 2014, BPS China was informed of the Regional Tax Commission of Florence ruling which was in favor of the Arezzo Revenue Agency and against BPS China. An appeal was filed on July 18, 2015 before the Regional Tax Commission of Florence and rejected. On December 5, 2016, the Arezzo Revenue Agency filed an appeal with the Supreme Court and BPS China filed a counter-appeal on January 4, 2017. The Supreme Court rendered a judgment against BPS China in March 2024. BPS China filed an appeal in July 2024. The estimated liability related to this matter is approximately $12.0 million and has been included as a liability for uncertain tax positions on the accompanying condensed consolidated balance sheets at  June 30, 2025 and  December 31, 2024. As Bel is entitled to be fully indemnified in this matter per the terms of the stock purchase agreement with ABB, a corresponding other asset for indemnification is also included in other assets on the accompanying condensed consolidated balance sheets at  June 30, 2025 and  December 31, 2024.

In connection with the Company's 2021 acquisition of EOS Power ("EOS"), there is an ongoing claim asserted with respect to EOS by the Principal Commissioner of Customs (Preventive), Mumbai related to customs duties and imposed fines and penalties dating back to 1994. The original demand was in the amount of approximately $1.4 million, of which EOS has paid $0.5 million. EOS filed an Appeal in 2016 which is pending with the Customs, Excise and Service Tax Appellate Tribunal in Mumbai related to the $0.9 million balance of the original demand net of EOS' payment. As part of the EOS acquisition agreement entered into in March 2021, the Company is entitled to be indemnified for this matter for a period of 7 years from the acquisition date. The Company is unable to determine at this time what amount, if any, may ultimately be due in connection with this claim. As such, no estimate was accrued as of  June 30, 2025. 

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

16. SEGMENTS

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

		Three Months Ended June 30, 2025
		Power Solutions				Connectivity				Magnetic
		and Protection				Solutions				Solutions				Corporate/Other				Total
Net sales		$	86,799			$	59,202			$	22,298			$	-			$	168,299
Cost of sales			50,410				36,007				15,896				903				103,216
Gross profit			36,389				23,195				6,402				(903	)			65,083
Gross profit %		41.9		%		39.2		%		28.7		%			nm			38.7		%
Research and development costs																			8,104
Selling, general and administrative expenses																			30,914
Restructuring charges																			280
Gain on sale of property																			(4,075	)
Interest expense																			3,993
Interest income																			(264	)
Other income/expense, net																			(7,568	)
Earnings before provision for income taxes																		$	33,699
Other Segment Disclosures:
Total Assets		$	653,923			$	184,631			$	54,423			$	57,603			$	950,580
Capital Expenditures			2,391				1,481				52				4				3,928
Depreciation and Amortization Expense			4,468				1,754				236				142				6,600
Interest Expense			84				3				-				3,906				3,993

		Three Months Ended June 30, 2024
		Power Solutions				Connectivity				Magnetic
		and Protection				Solutions				Solutions				Corporate				Total
Net sales		$	58,551			$	57,822			$	16,832			$	-			$	133,205
Cost of sales			31,815				35,310				12,390				294				79,809
Gross profit			26,736				22,512				4,442				(294	)			53,396
Gross profit %			45.7	%			38.9	%			26.4	%			nm				40.1	%
Research and development costs																			5,994
Selling, general and administrative expenses																			24,141
Restructuring charges																			638
Interest expense																			415
Interest income																			(1,146	)
Other income/expense, net																			471
Earnings before provision for income taxes																		$	22,883
Other Segment Disclosures:
Total Assets		$	188,045			$	227,442			$	57,511			$	94,606			$	567,604
Capital Expenditures			527				612				57				153				1,349
Depreciation and Amortization Expense			1,417				1,709				200				113				3,439
Interest Expense			136				26				-				253				415

		Six Months Ended June 30, 2025
Net sales		$	169,853			$	109,932			$	40,752			$	-			$	320,537
Cost of sales			98,122				67,528				29,793				1,192				196,635
Gross profit			71,731				42,404				10,959				(1,192	)			123,902
Gross profit %		42.2		%		38.6		%		26.9		%			nm			38.7		%
Research and development costs																			15,326
Selling, general and administrative expenses																			60,421
Restructuring charges																			(2,653	)
Gain on sale of property																			(4,075	)
Interest expense																			8,145
Interest income																			(539	)
Other income/expense, net																			(10,207	)
Earnings before provision for income taxes																		$	57,484
Other Segment Disclosures:
Total Assets		$	653,923			$	184,631			$	54,423			$	57,603			$	950,580
Capital Expenditures			3,771				2,764				174				9				6,718
Depreciation and Amortization Expense			8,993				3,519				491				281				13,284
Interest Expense			200				3				-				7,942				8,145

		Six Months Ended June 30, 2024
Net sales		$	118,798			$	112,107			$	30,390			$	-			$	261,295
Cost of sales			65,546				69,978				23,774				523				159,821
Gross profit			53,252				42,129				6,616				(523	)			101,474
Gross profit %			44.8	%			37.6	%			21.8	%			nm				38.8	%
Research and development costs																			11,209
Selling, general and administrative expenses																			49,085
Restructuring charges																			703
Interest expense																			849
Interest income																			(2,261	)
Other income/expense, net																			(1,346	)
Earnings before provision for income taxes																		$	43,235
Other Segment Disclosures:
Total Assets		$	188,045			$	227,442			$	57,511			$	94,606			$	567,604
Capital Expenditures			1,281				2,650				193				154				4,278
Depreciation and Amortization Expense			3,103				3,377				408				235				7,123
Interest Expense			283				58				-				508				849

17. SUBSEQUENT EVENT  

The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025. The OBBBA includes several significant corporate provisions including the restoration of 100% bonus depreciation; the immediate expensing of domestic research and experimentation expenditures; modifications to the Section 163(j) interest limitations; and updates to the rules for global intangible low-taxes income and foreign-derived intangible income. The Company is currently evaluating the impact on its condensed consolidated financial statements, and the Company will continue to monitor future administrative guidance and regulations that clarify the legislative text of the OBBBA and the statute’s potential effect on the Company’s income taxes.

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

The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s condensed consolidated financial statements and the related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our 2024 Annual Report on Form 10-K and our consolidated financial statements and related notes set forth in Item 8 of Part II of our 2024 Annual Report on Form 10-K. See Part II, Item 1A, “Risk Factors,” below and “Cautionary Notice Regarding Forward-Looking Information,” above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our Forward-Looking Statements. All amounts and percentages are approximate due to rounding and all dollars in the text are in millions, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” we are referring to our “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1, of this Quarterly Report on Form 10-Q, unless the context indicates otherwise.  All amounts noted within the tables are in thousands and amounts and percentages are approximate due to rounding.

Overview

Our Company

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

We operate through three product group segments. In the six months ended June 30, 2025, 53% of our revenues were derived from Power Solutions and Protection, 34% from our Connectivity Solutions and 13% from our Magnetic Solutions operating segment.

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

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

Key Factors Affecting our Business 

We believe that in addition to recent global tariffs and inflationary pressures on the costs of goods and services in general, and ongoing conflicts/political unrest including in or near the countries in which Bel operates, the key factors affecting and/or potentially affecting our results for the six months ended June 30, 2025 and/or future results include the following:

• Acquisition of Enercon - In November 2024, Bel acquired an 80% stake in Enercon. As a result, we will benefit from a full year of Enercon's sales in 2025 within our Power Solutions and Protection segment. Enercon is a global supplier of power supplies primarily into defense markets, and its sales and results of operations may vary depending on government spending on defense.

• Backlog – Our backlog of orders amounted to $414 million at June 30, 2025, an increase of $32.6 million, or 9%, from December 31, 2024. From year-end 2024 to June 30, 2025, we experienced a 5% rise in backlog within our Power Solutions and Protection segment, a 14% increase in our Magnetic Solutions segment and a 14% increase within our Connectivity Solutions segment. Factors that could cause the Company to fail to ship all such orders include unanticipated supply difficulties, changes in customer demand and new customer designs. Due to these factors, backlog may not be a reliable indicator of the timing of future sales. The preceding two sentences regarding the Company’s backlog contain Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information."

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

• Pricing and Availability of Materials – Raw material pricing has somewhat stabilized since 2024, though costs remain elevated. Supply constraints for key components like capacitors, resistors, and integrated circuits ("ICs") have eased, with suppliers meeting delivery deadlines more consistently despite extended lead times. Metal commodity prices, particularly copper and gold, continue to impact cost structures and supplier pricing. Trade restrictions have limited access to certain parts and suppliers, notably affecting Power sales due to restrictions on a former supplier in mid-2024 that historically supported $3–$4 million per quarter in consumer end market sales. We are actively identifying alternative manufacturing options for these components. Regulatory changes affecting suppliers in the PRC could disrupt our supply chain, leading to increased costs, shortages, or other adverse impacts on our business and operating results. Additionally, tariffs imposed by the U.S. or foreign governments on imports and exports could reduce margins or increase prices, potentially decreasing customer demand. See "Global Tariffs" below. The preceding discussion in this paragraph contains Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information." 

•   Global Tariffs – On April 5, 2025, the Trump Administration enacted reciprocal tariffs on U.S. imports from a number of countries in which Bel’s manufacturing sites and/or suppliers are located. We currently estimate, based on information available today and our sales patterns at the present time, that approximately 75% of our global sales are not currently subject to these newly-enacted U.S. tariffs as the goods are either manufactured outside the U.S. and shipped to a customer who is located outside the U.S. or the goods are manufactured within the U.S. for local consumption. Of the approximately 25% of our consolidated global sales that we estimate are currently subject to the new tariffs, the countries of origin are the PRC (approximately 10% of Bel’s global sales), Israel (8%), Slovakia (3%), Dominican Republic (1.5%), and other countries that each represent less than 1% of our U.S. imports. Imports into the U.S. from Mexico are currently exempt from tariffs as our products fall within the scope of the USMCA agreement as presently in force and are therefore not included in the aforementioned 25%. While global tariffs did not have a material financial impact on our second quarter 2025 financial results, we continue to closely monitor the evolving tariff landscape and are assessing possible alternatives aimed at potentially mitigating the impact of tariffs on Bel and our customers. The imposition of tariffs on our U.S. imports could result in reduced demand for our products and/or higher material costs. Our future sales and/or gross margins could be impacted as a result. The preceding discussion of “Global Tariffs” contains Forward-Looking Statements, including our estimates regarding our approximation of our global sales subject to the new tariffs, statements about the possible effects and impacts of tariffs, and statements about our present plans and intentions in connection therewith or in response thereto. See "Cautionary Notice Regarding Forward-Looking Information."

• Labor Costs – Labor costs represented 8.1% of revenue during the first six months of 2025, as compared to 7.9% for the same period in 2024. The increase reflects wage adjustments across multiple regions:   - Slovakia: A 5% wage increase took effect in 2025 with an approximate $0.2 million expected annual impact. Additionally, a 12% minimum wage increase is expected in 2026 due to recent legislation, with potential future increases tied to EU27 wage equalization efforts. - China: Throughout the first half of 2025, minimum wage increases went into effect at two of our factories in the PRC, which are expected to result in approximately $0.8 million of incremental annual labor costs.  - Dominican Republic: Minimum wage increases of 25% phased in over two years (13% effective June 1, 2025, and 12% effective June 1, 2026) with an approximate $0.1 million expected annual impact related to the 2025 increase.  - Mexico: A 10.7% wage increase effective January 1, 2025, adding an expected $0.7 million of labor costs annually.    These increases, along with any future upward wage adjustments, are expected to have an unfavorable impact on profit margins. The foregoing statements regarding labor costs, including without limitation statements about anticipated future wage increase enactments and statements about estimated costs including projected impact of the wage increases, constitute Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information" for details.

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

• Impact of Foreign Currency – During the six months ended June 30, 2025, labor and overhead costs were approximately $0.7 million lower than the corresponding 2024 period, primarily due to favorable foreign exchange rates involving the Mexican peso and Chinese renminbi, partially offset by unfavorable fluctuations in the Israeli shekel. We realized a foreign exchange transactional gain of $11.8 million during this period, driven by currency spot rate fluctuations when translating balance sheet accounts as of June 30, 2025, versus December 31, 2024. As a U.S.-domiciled company, foreign currency-denominated financial results are translated into U.S. dollars, and fluctuations in exchange rates can impact our consolidated statements of operations and cash flows. In the first half of 2025, the depreciation of the Mexican peso and Chinese renminbi against the U.S. dollar resulted in labor and overhead cost savings of approximately $0.9 million in Mexico and $0.2 million in the PRC compared to the prior year period. We monitor foreign currency changes and may continue to use forward contracts or implement pricing actions to mitigate currency-related impacts on operating results. The preceding discussion contains Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information."

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

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Results of Operations - Summary by Operating Segment

Revenue and Gross Margin 

Our revenue and gross margin by operating segment for the three and six months ended June 30, 2025 and 2024 were as follows:

		Three Months Ended																Six Months Ended
		June 30,																June 30,
		Revenue								Gross Margin								Revenue								Gross Margin
		2025				2024				2025				2024				2025				2024				2025				2024
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	%
		$	168,299			$	133,205				38.7	%			40.1	%		$	320,537			$	261,295				38.7	%			38.8	%

Power Solutions and Protection: 

Sales of our Power Solutions and Protection products increased by $28.2 million (48.2%) during the three months ended June 30, 2025, compared to the same period in 2024. For the six months ended June 30, 2025, sales rose by $51.1 million (43.0%) compared to the first half of 2024. This growth was primarily driven by sales in aerospace and defense applications, which contributed $32.6 million during the second quarter of 2025 and $65 million during the first half of 2025. These applications represent a new end market within Bel's Power segment, introduced through the acquisition of Enercon in November 2024. Sales of networking applications increased by $3.7 million during the second quarter of 2025 and by $3.0 million during the first half of 2025, relative to the same periods in 2024. Additional contributors to the revenue increase included higher sales of Fuse products, which rose by $1.7 million during the three months and $2.3 million during the six months ended June 30, 2025, compared to the same periods in 2024.

However, these gains were partially offset by declines in several categories. Railway applications saw a decline of $3.2 million during the second quarter and $4.7 million during the first half of 2025. eMobility applications fell by $2.3 million and $4.0 million during the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024. Additionally, sales in Other Industrial applications dropped by $1.7 million and $5.4 million during the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024, while consumer applications declined by $1.7 million in the second quarter of 2025 and by $4.3 million in the first six months of 2025, in each case relative to the comparable 2024 periods.

The declines in gross margin for the Power segment for the 2025 periods compared to the 2024 periods as presented above are primarily due to non-recurring items. In the first full half of 2024, there were non-recurring items, such as cancellation fees, which were recorded at a 100% gross margin. However, during 2025, there was a shift in the product mix toward lower-margin offerings within the legacy Bel power segment, which further contributed to the decline in gross margin. This decline was partially offset by favorable foreign exchange conditions in the first half of 2025.

Connectivity Solutions:

Sales of Connectivity Solutions products increased by $1.4 million (2.4%) in the second quarter of 2025 compared to second quarter of 2024, driven by higher volumes sold into commercial aerospace applications, which grew by $5.1 million (33.5%), and defense applications, which increased by $1.5 million (12.2%). These gains were partially offset by a decline in distribution sales of $3.6 million (16.6%) during the second quarter of 2025 compared to the second quarter of 2024.

For the six months ended June 30, 2025, total Connectivity Solutions sales decreased by $2.2 million (1.9%), compared to the same period in 2024. However, the commercial aerospace sector experienced growth, increasing by $3.4 million (11.4%), and defense applications rose by $2.9 million (12.6%), during the first half of 2025 compared to the same period in 2024. These gains were offset by declines in sales within distribution channels of $4.5 million (10.7%) and the balance of the decline is in industrial applications during the first half of 2025 when compared to the first six months of 2024.

Gross margins for the 2025 periods presented above were favorably impacted by favorable product mix, favorable fluctuation in exchange rates between the U.S. dollar and Mexican peso in the 2025 periods as compared to the 2024 periods presented, and operational efficiencies from the facility consolidations completed in 2024, partially offset by higher wage rates in Mexico.  

Magnetic Solutions:

Sales of Magnetic Solutions products increased by $5.5 million (32.5%) in the second quarter of 2025 and $10.4 million (34.1%) in the first half of 2025 compared to the same periods in 2024. This growth was primarily driven by higher demand from networking customers and increased sales through distribution channels. Gross margin improvements for this product group during the first half of 2025 were supported by recent facility consolidations in the PRC, effective cost management, and beneficial exchange rates between the Chinese renminbi and the U.S. dollar.

Cost of Sales

Cost of sales as a percentage of revenue for the three and six months ended June 30, 2025 and 2024 consisted of the following:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				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 during the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to a shift in production mix driven by higher sales of Power products, which typically have greater material content. Labor costs as a percentage of sales also rose in the 2025 relative to the comparable 2024 periods, reflecting increased sales of labor-intensive Magnetic products and higher minimum wage rates, partially offset by favorable exchange rate fluctuations in the Chinese renminbi and Mexican peso versus the U.S. dollar.

Other expenses, including fixed costs such as support labor and fringe, depreciation and amortization, and facility costs (rent, utilities, insurance), remained relatively stable aside from the inclusion of Enercon's overhead expenses in the 2025 periods. However, as a percentage of sales, these expenses decreased during the three and six months ended June 30, 2025, compared to the same periods in 2024, benefiting from higher sales volumes in the 2025 periods.

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Research and Development ("R&D") Expense

R&D expenses totaled $8.1 million in the second quarter of 2025, up from $6.0 million in the second quarter of 2024, and totaled $15.3 million for the six months ended June 30, 2025, compared to $11.2 million for the same period in 2024. These increases were primarily driven by the inclusion of Enercon’s R&D costs, which contributed $1.7 million in the second quarter of 2025 and $3.4 million for the six-month period ended June 30, 2025.

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

SG&A expenses totaled $30.9 million in the second quarter of 2025, an increase of $6.8 million compared to $24.1 million in the second quarter of 2024. For the six months ended June 30, 2025, SG&A expenses rose to $60.4 million, up from $49.1 million in the same period of 2024. The increase was primarily driven by Enercon's SG&A expenses, which contributed $6.0 million in the second quarter of 2025 and $11.9 million for the first half of 2025. This was partially offset by a $0.6 million reduction in expenses of the legacy Bel business, stemming from an adjustment in variable compensation during the six-month period ended June 30, 2025, compared to the same period in 2024.

Interest Expense

Interest expenses were $4.0 million for the three months ended June 30, 2025, compared to $0.4 million for the same period in 2024. For the six months ended June 30, 2025, interest expenses totaled $8.1 million, up from $0.8 million in the same period of 2024, reflecting increases of $3.6 million and $7.3 million for the three- and six-month periods, respectively. These increases were primarily driven by higher outstanding borrowings under the Company's Credit Agreement, including those incurred to finance the Enercon acquisition and related costs (refer to Note 3, "Acquisition" for additional details). For further information on the Company's outstanding debt, see "Liquidity and Capital Resources" below and Note 11, "Debt."

Interest Income

Interest income for the three months ended June 30, 2025 was $0.3 million, compared to $1.1 million for the same period in 2024. For the six months ended June 30, 2025, interest income was $0.5 million, down from $2.3 million in the comparable period of 2024. These declines were primarily attributable to reduced investments in U.S. Treasury Bills during the 2025 periods compared to those in 2024.

Other Income (Expense), Net

Other income (expense), net was $7.6 million for the three months ended June 30, 2025, compared to ($0.5) million for the same period in 2024. This year-over-year change was primarily driven by foreign exchange transactional gains of $7.6 million during the three months ended June 30, 2025 compared to a loss of $0.3 million for the same period in 2024, due to fluctuations in spot rates of certain currencies when translating balance sheet accounts as of June 30 of each year. SERP investments resulted in a gain of $0.7 million in the second quarter of 2025 versus a gain of $0.1 million in the second quarter of 2024. Earnout adjustment losses related to the Enercon acquisition were $0.5 million for the three months ended June 30, 2025 and additionally, the Company recorded losses of $0.3 million related to its investment in innolectric during each of the second quarters of 2025 and 2024.

For the six months ended June 30, 2025, other income (expense), net totaled $10.2 million, compared to $1.3 million for the same period in 2024. This change was largely driven by foreign exchange transactional gains of $11.8 million during the first half of 2025, driven by currency spot rate fluctuations when translating balance sheet accounts as of June 30, 2025, compared to December 31, 2024.  This compares to a foreign exchange transactional gain of $0.4 million recorded during the six months ended June 30, 2024. SERP investment market fluctuations resulted in a gain of $0.4 million in the 2025 period versus a gain of $0.8 million in the 2024 period. Earnout adjustment losses related to the Enercon acquisition were $1.1 million for the six months ended June 30, 2025. The Company recorded losses of $0.1 million from its investment in innolectric during both the first half of 2025 and 2024.

Provision for Income Taxes

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

The provision for income taxes for the three months ended June 30, 2025 and 2024 was $6.9 million and $4.1 million, respectively. Earnings before income taxes for the three months ended June 30, 2025 increased by $10.8 million compared to the same period in 2024, primarily due to higher income from the Europe and Asia regions, partially offset by a decrease in income from the North America region. The Company’s effective tax rate for the three months ended June 30, 2025 was 20.5%, compared to 17.8% for the same period in 2024. The increase in the effective tax rate was primarily driven by a reduction in the tax benefit from the reversal of uncertain tax positions due to statute expirations, as well as changes in foreign taxes and the relative amounts of income earned in those jurisdictions. See Note 12, “Income Taxes.”

The provision for income taxes for the six months ended June 30, 2025 and 2024 was $12.4 million and $8.6 million, respectively. Earnings before income taxes for the six months ended June 30, 2025 increased by $14.3 million compared to the same period in 2024, primarily due to higher income from the Europe and Asia regions, partially offset by a decrease in income from the North America region. The Company’s effective tax rate for the six months ended June 30 2025, was 21.5% compared to 19.8% for the same period in 2024. The increase in the effective tax rate was attributable to the same factors noted above.  See Note 12, “Income Taxes”.

Liquidity and Capital Resources

Our principal sources of liquidity include $59.3 million of cash and cash equivalents at June 30, 2025, cash provided by operating activities and borrowings available under our credit facility. We expect to use this liquidity for operating expenses, investments in working capital, capital expenditures, interest, taxes, lease and purchase obligations, pension benefit obligations, dividends, purchases of common stock under our Repurchase Program, and debt obligations and other long-term liabilities. Our liquidity may also be utilized to fund potential acquisitions in future periods, as well as potential future cash requirements related to the Enercon acquisition, including potential Earnout Payments that may become due and the put-call options under the Enercon shareholders’ agreement, pursuant to which Bel has the current intention to purchase the remaining 20% interest by early 2027. See the “Liquidity and Capital Resources” discussion appearing in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. We believe that our current liquidity position and future cash flows from operations will enable us to fund our operations, both in the next twelve months and in the longer term.

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Cash Flow Summary

During the six months ended June 30, 2025, our cash and cash equivalents decreased by $9.0 million.  This decrease was primarily due to the following:

	•	net repayments of long-term debt of $37.5 million;
	•	dividend payments of $1.7 million.
	•	purchases of property, plant and equipment of $6.7 million;
	•	deferred financing costs of $0.7 million; partially offset by
	•	net cash provided by operating activities of $28.9 million;
	•	proceeds from sale of property of $4.9 million; and
	•	proceeds from held to maturity securities of $1.0 million

During the six months ended June 30, 2025, our accounts receivable increased by $8.2 million due to higher sales volume in the second quarter. Days sales outstanding (DSO) was 66 days at June 30, 2025 and 68 days at December 31, 2024. Inventory increased by $0.1 million at June 30, 2025 compared to December 31, 2024, primarily driven by an increase in raw materials and work in progress, partially offset by a decline in finished goods. Inventory turns were 2.2 at June 30, 2025 as compared to 2.1 at December 31, 2024.

Cash and cash equivalents, held to maturity U.S. Treasury securities and accounts receivable comprised approximately 19.0% of our total assets at each June 30, 2025 and at December 31, 2024. Our current ratio (i.e., the ratio of current assets to current liabilities) was 3.1 to 1 at June 30, 2025 and 2.9 to 1 at December 31, 2024. At June 30, 2025 and December 31, 2024, $45.1 million and $48.4 million, respectively (or 76% and 71%, respectively), of our cash and cash equivalents was held by our foreign subsidiaries. We repatriated $15.0 million of funds from outside of the U.S. during the six months ended June 30, 2025. We continue to analyze our global working capital and cash requirements and the potential tax liabilities attributable to further repatriation, and we have yet to make any further determination regarding repatriation of funds from outside the U.S. to fund our U.S. operations in the future. In the event these funds were needed for our U.S. operations, we would be required to accrue and pay U.S. state taxes and any applicable foreign withholding taxes to repatriate these funds.

Future Cash Requirements

We expect foreseeable liquidity and capital resource requirements in the ordinary course to be met through existing cash and cash equivalents and anticipated cash flows from operations, as well as borrowings available under our revolving credit facility, if needed. Our material cash requirements arising in the normal course of business are outlined in Item 7A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There were no material changes to our future cash requirements during the six months ended June 30, 2025.

Credit Facility

The Company had $150 million of available borrowings under its revolving credit facility at June 30, 2025, as further described below and in Note 11, "Debt". There are no mandatory principal payments due on the credit facility borrowings during 2025. The current balance of $250 million is due upon expiration of the credit facility on September 1, 2028. Anticipated interest payments due amount to $47.4 million, of which $7.5 million is expected to be paid in 2025 based on our debt balance and interest rate in place at June 30, 2025. At June 30, 2025, we were in compliance with our debt covenants, including the most restrictive covenant, the Fixed Charge Coverage Ratio. The unused credit available under the credit facility at June 30, 2025 was $150 million, all of which we had the ability to borrow without violating our Leverage Ratio covenant based on our existing consolidated EBITDA.

Critical Accounting Policies and Estimates

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

Based on the above, we have determined that our most critical accounting estimates are those related to business combinations, inventory valuation, goodwill and other indefinite-lived intangible assets, and those related to our pension benefit obligations. For a detailed discussion of our critical accounting estimates, refer to “Critical Accounting Estimates” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes in our critical accounting policies, judgments and estimates, including assumptions or estimation techniques utilized, as compared to those disclosed in our 2024 Annual Report on Form 10-K.

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Recent Accounting Pronouncements

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk primarily from changes in foreign currency exchange rates, changes in interest rates associated with its long-term debt and fluctuations in commodity prices. Under the Company’s risk management strategy, the Company periodically uses foreign currency forward contracts to manage its short-term exposures to fluctuations in operational cash flows resulting from changes in foreign currency exchange rates. To partially mitigate risks associated with the variable interest rates on revolver borrowings under the Company's credit agreement (see Note 11, “Debt”, to the condensed consolidated financial statements herein, and Note 11, “Debt”, to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024), the Company maintains two pay-fixed, receive-variable interest rate swap agreements with two multinational financial institutions (see Note 10, “Derivative Instruments and Hedging Activities”, to the condensed consolidated financial statements herein, and Note 13, “Derivative Instruments and Hedging Activities”, to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024). The Company’s primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk, when deemed appropriate. The Company enters into these contracts in the normal course of business to mitigate risks and not for speculative purposes. The Company utilizes various metals in the production of its products, including copper, zinc, tin, gold, and silver. Fluctuations in the prices of these and other commodities can lead to significantly higher production costs. The Company believes it has adequate primary and secondary sources for each of its key materials. While facing potential volatility in metal prices and anticipating increased material costs, the Company actively monitors these risks. To mitigate any possible negative impacts from these changes, it has implemented and may continue to implement various strategies, including price adjustments and productivity improvements. There have not been any material changes with regard to market risk during the six months ended June 30, 2025. Refer to Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” herein, and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion of market risks.

Item 4.   Controls and Procedures

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

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

PART II.     Other Information

Item 1.   Legal Proceedings

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

Item 1A. Risk Factors

The risk factors described below, supplement the risk factors previously disclosed in Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The risk factors set forth below, together with the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, should be carefully considered before making an investment decision. These are the risk factors that we consider to be the most significant risk factors, but they are not the only risk factors that should be considered in making an investment decision. There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, except as supplemented by the risk factors described below. This Quarterly Report on Form 10-Q also contains Forward-Looking Statements that involve risks and uncertainties. See the "Cautionary Notice Regarding Forward-Looking Information," above. Our business, consolidated financial condition and consolidated results of operations could be materially adversely affected by any of the risk factors, assumptions and uncertainties described, under "Cautionary Notice Regarding Forward-Looking Information" or with respect to specific Forward-Looking Statements presented herein. The trading price of our securities could decline due to any of these risks, and investors in our securities may lose all or part of their investment. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially adversely affect our business in the future. Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor, whether as a result of new information, future events or otherwise.

Changes in global tariff policies and international trade relations could materially and adversely affect our global business, financial condition and result of operations.

The current global tariff environment remains highly volatile, particularly with respect to tariffs imposed on goods imported into the U.S. Ongoing trade tensions and retaliatory tariffs have created uncertainty related to the cost of materials, components and finished goods critical to our operations. Increased tariffs on imports could significantly raise our cost of goods sold, disrupt supply chains, delay product availability and negatively impact customer demand due to higher prices.

As of the time of this filing, the U.S. government has imposed tariffs on imports from foreign countries ranging from 10% to 55%, with the high end of the tariff range being applicable to imports from the PRC. We currently estimate based on information available as of the time of this filing and our sales patterns at the present time that approximately 25% of our consolidated global sales are subject to these newly-enacted tariffs, with approximately 10% of our products being sourced from or manufactured in the PRC.

If the current environment is prolonged or if tariff rates increase in the future, customers may pause or reduce shipments from the PRC or other countries due to concerns over the tariffs, which could lead to disruptions in our supply chain, decreased customer demand, or delays in the delivery of our products. This may result in a reduction in revenue and potential difficulty in maintaining market share in the impacted segments. Furthermore, prolonged tariff-related uncertainty could impact our customers’ buying behavior, as they may seek alternative suppliers or adjust their purchasing patterns. There is no certainty and there can be no assurances that trade relations between the U.S. and foreign countries will improve, that the current tariff policy will change in a manner more favorable to us, that additional clarity on the tariff situation will be obtained, or that the present uncertainty in the markets surrounding tariffs will be resolved, in each case on any particular timeframe or at all, and the continuation of these tariffs, as well as any new or increased tariffs, together with continuing uncertainty in tariff policies and international trade relations, may materially and adversely affect our financial results, operations and ability to meet customer demand.

Our efforts to mitigate the impact of tariffs, such as negotiating with suppliers, adjusting pricing or sourcing components and products from alternate markets may not be successful or may require significant time and resources. As a result, the prolonged continuation of the current global tariff environment could materially and adversely affect our business, financial condition and operating results.

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

On February 21, 2024, the Company’s Board of Directors authorized and the Company publicly announced a $25.0 million share repurchase program (the “Repurchase Program”). The Repurchase Program authorizes the repurchase of up to $25.0 million of shares of outstanding Class A Common Stock and Class B Common Stock. The aggregate $25.0 million authorized for repurchases under the Repurchase Program has been suballocated for purchases of Class A shares and Class B shares in portions of $4.0 million and $21.0 million, respectively, prorated to take into account the number of outstanding shares of each respective class at the time of such authorization. Shares of Common Stock may be repurchased pursuant to the Repurchase Program in open market, privately negotiated or block transactions or otherwise from time to time, depending upon market conditions and other factors, and in accordance with applicable law and regulations. The Repurchase Program has no expiration date. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and the Repurchase Program may be suspended or terminated at any time. As of June 30, 2025 the program-to-date repurchases amounted to 26,326 Class A shares at an aggregate purchase price of $1.9 million and 235,821 Class B shares at an aggregate purchase price of $14.1 million. There were no repurchases of our equity securities during the three or six months ended June 30, 2025 under the Repurchase Program or otherwise. Under the existing authorization for the Repurchase Program described above, of the aggregate amount initially authorized for repurchases, approximately $2.1 million of Class A shares and $6.9 million of Class B shares remain that may yet be purchased under this program.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

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

During the fiscal quarter ended  June 30, 2025, none of our officers or directors, as those terms are defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

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Item 6.  Exhibits
Exhibits:
10.1†	Amended and Restated Employment Agreement, dated as of February 3, 2025, by and between Bel Fuse Inc., and Farouq Tuweiq (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2025).
10.2†	Letter Agreement Regarding Transition Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2025)
10.3†	Letter Agreement Regarding Non-Executive Chairman Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2025)
10.4†	Employment Agreement, dated as of May 20, 2025, by and between Bel Fuse Inc., and Lynn Hutkin (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2025).
10.5	Fourth Amendment Agreement, dated as of May 2, 2025, to Amended and Restated Credit and Security Agreement, dated as of September 2, 2021, by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2025).
10.6#	Conformed Amended and Restated Credit and Security Agreement, dated as of September 2, 2021 (reflecting changes thereto pursuant to First Amendment Agreement dated as of January 12, 2023, Second Amendment Agreement dated as of September 18, 2024, Third Amendment Agreement dated as of November 14, 2024, and Fourth Amendment Agreement dated as of May 2, 2025), by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2025).
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

*   Filed herewith.

** Submitted herewith.

†   Management contract or compensatory plan or arrangement.

#   Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

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SIGNATURES

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

		BEL FUSE INC.
		(Registrant)
Date: July 31, 2025	By:	/s/ Farouq Tuweiq
		Farouq Tuweiq
		President and Chief Executive Officer (Principal Executive Officer)
Date: July 31, 2025	By:	/s/ Lynn Hutkin
		Lynn Hutkin
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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FAQ

How much did Bel Fuse (BELFB) grow revenue in Q2 2025?

Net sales increased 26% year-over-year, reaching $168.3 million for the quarter ended June 30 2025.

What were Q2 2025 earnings per share for BELFB?

Class B EPS were $2.14 versus $1.50 last year; Class A EPS were $2.03 versus $1.43.

How did the Enercon acquisition affect the balance sheet?

It added $183 m of goodwill, an $81 m redeemable non-controlling interest and raised debt, but Bel has repaid $42.5 m since year-end.

What is Bel Fuse’s current debt level?

Long-term debt was $250 million at June 30 2025, down from $287.5 million at December 31 2024.

Did Bel Fuse generate positive cash flow in the first half of 2025?

Yes, $28.9 million of operating cash flow, though lower than $38.3 million in the prior-year period.

Which segment drove the most growth?

The Power Solutions & Protection unit grew 48% YoY, contributing $86.8 million of Q2 revenue.