BEL FUSE INC NJ
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
During the fourth quarter of 2024, the Company's management, including the principal executive officer and principal financial officer, supervised and participated in the evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) related to the recording, processing, summarization, and reporting of information in the Company's periodic reports that the Company files with the SEC. These disclosure controls and procedures have been designed to ensure that material information relating to the Company, including its subsidiaries, is made known to the Company's management, including the principal executive officer and principal financial officer, by the Company’s other employees, and that this information is recorded, processed, summarized, evaluated, and reported, as applicable, within the time periods specified in the SEC's rules and forms.
In designing and evaluating the disclosure controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, provide only reasonable, not absolute, assurance that the above objectives have been met. Notwithstanding these limitations, the Company believes that its disclosure controls and procedures are designed and are operating to provide reasonable assurances of achieving their objectives.
Based on their evaluation as of December 31, 2024, the Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Management's Annual Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Company's management, including the Company's principal executive officer andprincipal financial officer, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the framework inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The audited financial statements of the Company included in this annual report on Form 10-K include the results of the acquisition of Enercon from its date of acquisition for accounting purposes. Management's assessment of internal control over financial reporting for the year ended December 31, 2024 does not include an assessment of Enercon, a majority owned subsidiary of the Company that was acquired during the year ended December 31, 2024. The financial statements of Enercon reflect total assets and net sales constituting 15.9% and 3.9%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024. Refer to Note 3, "Acquisition and Divestiture" for further discussion on the acquisition of Enercon.
Based on the Company's evaluation under the framework inInternal Control –Integrated Framework (2013), the Company's management concluded that the Company's internal control over financial reporting was effective as of December 31, 2024.
Grant Thornton LLP has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2024 and has expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2024 in their report which is included in Item 8 herein.
Changes in Internal Controls Over Financial Reporting
Other than the exclusion of Enercon from management’s assessment of internal control over financial reporting for the fiscal year ended December 31, 2024 as described above, there has not been any change in our internal control over financial reporting during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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