BEL FUSE INC. AND SUBSIDIARIES
FORM 10-Q INDEX
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| Part I · Financial Information |
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| Item 1. | Financial Statements (unaudited) | 2 |
| Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2024 and December 31, 2023 | 2 |
| Condensed Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023 | 3 |
| Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023 | 4 |
| Condensed Consolidated Statements of Stockholders' Equity (unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023 | 5 |
| Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2024 and 2023 | 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 - 24 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 24 |
| Item 4. | Controls and Procedures | 24 |
| Part II | | Other Information | |
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| Item 1. | Legal Proceedings | 24 |
| Item 1A. | Risk Factors | 24 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
| Item 3. | Defaults Upon Senior Securities | 25 |
| Item 4. | Mine Safety Disclosures | 25 |
| Item 5. | Other Information | 25 |
| Item 6. | Exhibits | 26 |
| Signatures | | 27 |
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING INFORMATION
The terms the “Company,” “Bel,” “we,” “us,” and “our” as used in this report refer to Bel Fuse Inc. and its consolidated subsidiaries unless otherwise specified.
The Company’s consolidated operating results are affected by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our “2023 Annual Report on Form 10-K”), and the risks and other factors described in this and our other Quarterly Reports on Form 10-Q, and in our other reports and documents that we have filed or may file from time to time with the Securities and Exchange Commission ("SEC"). As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, consolidated financial condition, operating results, and common stock prices. Furthermore, this document and other reports and documents filed by the Company with the SEC contain certain forward-looking statements under the Private Securities Litigation Reform Act of 1995 ("Forward-Looking Statements") with respect to the business of the Company. Forward-Looking Statements are necessarily subject to risks and uncertainties, many of which are outside our control, that could cause actual results to differ materially from these statements. Forward-Looking Statements can be identified by such words as "anticipates," "believes," "plan," "assumes," "could," "should," "estimates," "forecasts," "projects," "expects," "intends," "potential," "seek," "predict," "may," "will" and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are Forward-Looking Statements.
These Forward-Looking Statements are subject to certain risks and uncertainties, including those detailed in Item 1A of our 2023 Annual Report on Form 10-K, and the risks and other factors described in this and our other Quarterly Reports on Form 10-Q, and in our other reports and documents that we have filed or may file from time to time with the SEC, which could cause actual results to differ materially from these Forward-Looking Statements. Any Forward-Looking Statements are qualified in the entirety by reference to such risk factors discussed throughout our 2023 Annual Report on Form 10-K, in this and our other Quarterly Reports on Form 10-Q and as described in our other reports and documents filed from time to time with the SEC. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the Forward-Looking Statements include but are not limited to:
| ● | the market concerns facing our customers, and risks for the Company’s business in the event of the loss of certain substantial customers; |
| ● | the continuing viability of sectors that rely on our products; |
| ● | the effects of business and economic conditions, and challenges impacting the macroeconomic environment generally and/or our industry in particular; |
| ● | the effects of rising input costs, and cost changes generally, including the potential impact and effects of inflationary pressures; |
| ● | difficulties associated with integrating previously acquired companies, and any difficulties that may be experienced in integrating Enercon Technologies, Ltd. (“Enercon”) following the closing of the proposed Enercon acquisition; |
| ● | capacity and supply constraints or difficulties, including supply chain constraints or other challenges; |
| ● | the impact of public health crises (such as the governmental, social and economic effects of COVID or other future epidemics or pandemics); |
| ● | difficulties associated with the availability of labor, and the risks of any labor unrest or labor shortages; |
| ● | risks associated with our international operations, including our substantial manufacturing operations in the People’s Republic of China (the “PRC”), and following the 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 trade restrictions that may impact Bel, its customers and/or its suppliers; |
| ● | risks associated with fluctuations in foreign currency exchange rates and interest rates; |
| ● | uncertainties associated with legal proceedings; |
| ● | the market's acceptance of the Company's new products and competitive responses to those new products; |
| ● | the impact of changes to U.S. and applicable foreign legal and regulatory requirements, including tax laws, trade and tariff policies; |
| ● | unanticipated difficulties, delays or expenditures relating to the proposed Enercon acquisition, including, without limitation, difficulties that result in the failure to realize the expected benefits and synergies within the expected time period (if at all); disruptions of Company’s or Enercon’s current plans, operations and relationships with customers, suppliers, distributors, business partners and regulators caused by the announcement and pendency of the proposed Enercon acquisition; potential difficulties in employee retention due to the announcement and pendency of the proposed Enercon acquisition; and the possibility that the proposed Enercon acquisition does not close, including, but not limited to, failure to satisfy the closing conditions; 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. |
The foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any Forward-Looking Statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of the document incorporated by reference into this report. Except as required by law, we assume no obligation and expressly disclaim any duty to publicly release the results of any revisions to these Forward-Looking Statements or otherwise update any Forward-Looking Statement to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any Forward-Looking Statements contained in this Quarterly Report on Form 10-Q. Any Forward-Looking Statement made by the Company is based only on information currently available to us and speaks only as of the date on which it is made. All Forward-Looking Statements are expressly qualified in their entirety by the cautionary statements contained in this section.
PART I. Financial Information
