Skip to main content

BEL FUSE INC /NJ

For the period ended Jun 30, 2026. Filed Aug 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 4, 2026

BELFB$206.79+5.5%Stored close · as of Nov 6, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Condensed Consolidated Financial Statements (unaudited)

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 (loss), shareholders’ equity and redeemable noncontrolling interest, and cash flows for the periods presented herein have been prepared by the Company and areunaudited. 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 thesix months ended* June 30, 2026* arenot 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 Form10-K for the fiscal year ended* December 31, 2025*.

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 Note1 to the consolidated financial statements of the Company included in the Company’s Annual Report on Form10-K for the fiscal year ended* December 31, 2025*.

  • May 2026Follow-on Public Offering of Class B Common Stock: In May 2026,the Company completed an underwritten public offering of 1,725,000 shares of its Class B common stock at a public offering price of $266.00 per share, including the full exercise of the underwriters’ option to purchase an additional 225,000 shares. Gross proceeds from the offering were $458.9 million. After deducting underwriting discounts and commissions of approximately $17.2 million, net proceeds were approximately $441.6 million. During the quarter ended June 30, 2026,the Company used approximately $197.5 million of the net proceeds to repay all outstanding borrowings under its Credit and Security Agreement, resulting inno* outstanding debt under this facility as of* June 30, 2026.The Company intends to use the remaining net proceeds to fund the remaining 20% acquisition of Enercon or pursue other acquisitions or partnership opportunities that may*arise, and the remainder, if any, for general corporate purposes. Offering costs were recorded as a reduction of additional paid-in capital.

There wereno significant changes to these accounting policies during thesix months ended* June 30, 2026*.

Recently Adopted Accounting Standards

In* December 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU")2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures*, which focuses on the rate reconciliation and income taxes paid. ASU2023-09 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 least5% of total income tax payments, net of refunds received. The Company adopted this ASU in2025.

Accounting Standards Issued ButNot Yet Adopted

In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-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 PBEs 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.

8

2.ACQUISITIONS

Acquisition of dataMate

On* March 5, 2026,we completed the acquisition of dataMate (“dataMate”), a provider of Ethernet and broadband connectivity solutions, from Methode Electronics, Inc. for aggregate consideration of approximately $16.0 million, subject to customary post-closing adjustments. The acquisition was funded using cash on hand and borrowings under our senior secured revolving credit facility (the "Revolver") under the Amended and Restated Credit and Security Agreement with KeyBank National Association as amended, the "Credit Agreement" or the "CSA"). The acquisition was accounted for as a business combination under ASC805,* Business Combinations.

The acquisition is expected to broaden Bel’s customer reach and increase exposure to attractive end markets, including networking, data centers, industrial automation, smart buildings and broadband deployment, while providing R&D capabilities. Bel also believes the acquisition provides opportunities to leverage dataMate’s ongoing technology development, including solutions intended to deliver data and power over a single pair of wires, to support future product expansion.

No separate fair value step-up was recorded for inventory. Any further adjustments to the valuation of identifiable intangible assets will be reflected in goodwill as the purchase price allocation is finalized. Goodwill recognized in connection with the acquisition was $3.5 million, and all of the goodwill is expected to be deductible for income tax purposes, generally over a 15-year period. The purchase price allocation is preliminary and is subject to change as additional information becomes available, including as valuation work related to acquired intangible assets is finalized. The intangible assets will be amortized over 10 years using the straight-line method, and these assets will be periodically reviewed for impairment.

The results of operations of dataMate have been included in our condensed consolidated financial statements from the acquisition date. The results of dataMate are reported within the Company’s ITDS segment. The contribution of dataMate to our net sales was $4.4 million and $5.9 million for thethree andsix months ended* June 30, 2026,respectively. The contribution of dataMate to our operating income wasnot* material during those periods. Acquisition-related costs were immaterial and were expensed as incurred. Bel didnot provide any material indemnifications to the seller other than customary indemnities included in the purchase agreement.

Preliminary
Acquisition Date
(as adjusted)
Accounts receivable$2,548
Inventories2,119
Other current assets647
Total identifiable assets5,314
Net fixed assets609
Intangible assets8,000
Goodwill3,494
Net assets acquired17,417
Working capital liabilities1,213
Total consideration transferred$16,204

The results of operations of dataMate have been included in the Company’s condensed consolidated financial statements for periods subsequent to the acquisition date of* March 5, 2026.The following unaudited pro forma information presents the combined results of operations of the Company and dataMate as if the acquisition had occurred on January 1, 2025,as applicable to the periods presented. The unaudited pro forma information is presented for illustrative purposes only and isnot* necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on the assumed date, nor is it intended to be a projection of future results. The unaudited pro forma information reflects adjustments that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact. The unaudited pro forma information doesnot reflect the realization of any anticipated cost savings, synergies, or operating efficiencies that* mayresult from the acquisition, nor does it reflect any nonrecurring integration-related costs that maybe incurred, while certain cost savings mayresult from the acquisition, there can beno* assurance that such cost savings will be achieved.

Three Months Ended · Six Months Ended
June 30,June 30,
2026202520262025
Revenue, net$210,685$173,082$391,502$329,306
Net earnings33,97527,91949,40146,613
Less: Net earnings attributable to non-controlling interest1,7578222,7291,660
Redemption value adjustment attributable to noncontrolling interest6,738(890)9,371(1,280)
Net earnings attributable to Bel Fuse shareholders$25,480$27,987$37,301$46,233
Earnings per Class A common share - basic$1.80$2.12$2.72$3.51
Earnings per Class A common share - diluted$1.79$2.12$2.72$3.51
Earnings per Class B common share - basic$1.89$2.23$2.86$3.70
Earnings per Class B common share - diluted$1.89$2.23$2.86$3.70

9

Acquisition of Enercon

On* November 14, 2024,the Company closed on its acquisition of its majority 80% stake in Enercon, pursuant to the terms of the Share Purchase Agreement, dated as of September 19, 2024 (the “Purchase Agreement”), by and among the Company, Enercon, andFF3* Holdings, L.P., for itself and as Sellers’ Representative (“FF3”), and each of the other seller parties signatory thereto (collectively withFF3, the “Sellers”). Enercon is a leading supplier of highly customized power conversion and networking solutions to aerospace and defense markets globally, providing robust and reliable solutions across air, land and sea applications. Enercon is based in Netanya, Israel with additional facilities in New Hampshire, U.S. and Haryana, India.

Under the terms of the Purchase Agreement, on the* November 14, 2024closing date (and deemed effective solely for accounting purposes as of November 1, 2024),Bel acquired from the Sellers 80% of the issued and outstanding share capital of Enercon on a fully-diluted basis for (i) a cash purchase price of $320 million (subject to customary adjustments), plus (ii) up to $10 million in potential earnout payments for the2025* -2026 period (the “Earnout Payments”), as further described below (the “Transaction” or the "acquisition"). Bel* mayacquire the remaining 20% stake in Enercon and has the current intention to purchase such remaining interest by early2027* in accordance with the terms and subject to the conditions of a shareholders’ agreement, which was also entered into on* November 14, 2024.*

The potential Earnout Payments* maybecome payable of up to $5.0 million for each of the fiscal2025* and fiscal2026 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 $5.0 million Earnout Payment for the Earnout Period shall be payable, or (ii) achievement for the respective Earnout Period is at least90% of the target level but less than100% 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 than90% of the target level, no Earnout Payment shall be due for such period. The Earnout Payment associated with fiscal year2025 was achieved in full and the Company paid $5 million to the Sellers during thefirst quarter of2026 in connection with the2025 earnout achievement.

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. The Company also has a corresponding call option with respect to the noncontrolling interest. 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, 2026and December 31, 2025will remain in temporary equity until the applicable put-call option is either fully exercised or expires. At June 30, 2026and December 31, 2025,the redeemable noncontrolling interest was adjusted to reflect its redemption value of $102.6 million and $93.2 million, respectively. The redemption value of the redeemable noncontrolling interest is generally calculated using Level3* unobservable inputs based on a multiple of earnings. A roll-forward of the redeemable noncontrolling interest for thethree andsix months ending* June 30, 2026*is included in the accompanying condensed consolidated statements of shareholders' equity and redeemable noncontrolling interest.

10

3.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. See Note15, “Segments,” for additional information regarding the Company’s current reportable segments and the recast of prior period segment information to conform to the current presentation:

Three Months Ended June 30, 2026Six Months Ended June 30, 2026
Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsConsolidatedAerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsConsolidated
By Geographic Region:
North America$69,082$68,781$137,863$133,260$118,955$252,215
EMEA39,58015,60655,18672,66031,099103,759
Asia1,79515,84117,6364,35828,84433,202
$110,457$100,228$210,685$210,278$178,898$389,176
By Sales Channel:
Direct to customer$85,802$68,512$154,314$161,889$123,499$285,388
Through distribution24,65531,71656,37148,38955,399103,788
$110,457$100,228$210,685$210,278$178,898$389,176
Three Months Ended June 30, 2025Six Months Ended June 30, 2025
Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsConsolidatedAerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsConsolidated
By Geographic Region:
North America$63,669$48,386$112,055$118,729$89,597$208,326
EMEA25,87815,07340,95150,98630,78281,768
Asia2,28513,00815,2935,23925,20430,443
$91,832$76,467$168,299$174,954$145,583$320,537
By Sales Channel:
Direct to customer$73,990$51,913$125,903$137,808$97,535$235,343
Through distribution17,84224,55442,39637,14648,04885,194
$91,832$76,467$168,299$174,954$145,583$320,537

The balances of the Company’s contract assets and contract liabilities at* June 30, 2026* and* December 31, 2025* are as follows:

June 30,December 31,
20262025
Contract assets - current (unbilled receivables)$10,337$9,747
Contract liabilities - current (deferred revenue)$10,579$9,767
Accounts receivable, net$155,884$121,490

The change in the balance of the Company’s unbilled receivables from* December 31, 2025to June 30, 2026primarily reflects a timing difference between (i) when the Company satisfies its performance obligation (i.e., when product is shipped to a customer-controlled hub and control transfers in accordance with the applicable contract terms) and (ii) when the Company has an unconditional right to invoice the customer under the contractual invoicing provisions (i.e., when the customer withdraws (“pulls”) product from the customer-controlled hub). Accordingly, unbilled receivables represent amounts for which revenue has been recognized but which arenot* yet billable, and are expected to be billed as customers withdraw product from the hub.

The Company’s contract liabilities (deferred revenue) at* December 31, 2025and June 30, 2026primarily relate to customer prepayments and advance billings for which revenue hasnot* yet been recognized. Revenue is recognized upon shipment (or otherwise upon transfer of control) of the related goods in accordance with the Company’s revenue recognition policy. Contract liabilities are classified as current and are included in other current liabilities. For thesix months ended* June 30, 2026,contract liabilities increased by approximately $0.8 million to $10.6 million, from $9.8 million at December 31, 2025,*reflecting $52.8 million of customer prepayments and advance billings recorded during the period, partially offset by $52.0 million of revenue recognized that was included in contract liabilities at the beginning of the period and/or recorded during the period.

Transaction Price Allocated to Future Obligations

The aggregate amount of transaction price allocated to remaining performance obligations that havenot been fully satisfied as of* June 30, 2026* related to contracts that exceedone year in duration amounted to $14.3 million, with expected contract expiration dates that range from2027 –2031**.Based on the Company's current estimates, it is expected that approximately $2.8 million of this aggregate amount will be recognized in 2027, $0.3 million will be recognized in 2028, and $11.2 million will be recognized in the years beyond 2028. The majority of the Company's orders received (butnot yet shipped) at June 30, 2026 are related to contracts that have an original expected duration ofone 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.

11

4.EARNINGS PER SHARE

The following table sets forth the calculation of basic and diluted net earnings per common share under thetwo-class method for thesix months ended* June 30, 2026and2025*:

Three Months Ended · Six Months Ended
June 30,June 30,
2026202520262025
Numerator:
Net earnings attributable to Bel Fuse shareholders$25,480$26,861$36,859$44,735
Less dividends declared:
Class A127127254254
Class B7437401,4791,477
Undistributed earnings attributable to Bel Fuse shareholders$24,610$25,994$35,126$43,004
Undistributed earnings allocation:
Basic - Class A undistributed earnings$3,673$4,172$5,429$6,920
Basic - Class B undistributed earnings20,93721,82229,69736,084
Total undistributed earnings$24,610$25,994$35,126$43,004
Net earnings allocation:
Basic - Class A net earnings$3,800$4,299$5,683$7,174
Basic - Class B net earnings21,68022,56231,17637,561
Basic - Net earnings$25,480$26,861$36,859$44,735
Undistributed earnings allocation:
Diluted - Class A undistributed earnings$3,669$4,172$5,425$6,920
Diluted - Class B undistributed earnings20,94121,82229,70136,084
Total undistributed earnings$24,610$25,994$35,126$43,004
Net earnings allocation:
Diluted - Class A net earnings$3,796$4,299$5,679$7,174
Diluted - Class B net earnings21,68422,56231,18037,561
Diluted - Net earnings$25,480$26,861$36,859$44,735
Denominator:
Weighted-average shares outstanding:
Class A - Basic2,1152,1152,1152,115
Class A - Diluted2,1152,1152,1152,115
Class B - Basic11,48310,55111,02010,504
Class B - Diluted11,49710,55111,02810,504
Net earnings per share:
Class A - Basic$1.80$2.03$2.69$3.39
Class A - Diluted$1.79$2.03$2.68$3.39
Class B - Basic$1.89$2.14$2.83$3.58
Class B - Diluted$1.89$2.14$2.83$3.58

12

5.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 arethree levels of inputs that* may*be used to measure fair value:

Level1 – Observable inputs such as quoted market prices in active markets;

Level2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level3 – Unobservable inputs about which little orno market data exists, therefore requiring an entity to develop its own assumptions.

Carrying Value · Fair Value · Cash and Cash Equivalents · Other Current Assets
Cash$305,349$305,349$305,349$-
Level 1:
Money market funds (Rabbi Trust)200200-200
Subtotal200200-200
Level 2:
Certificates of deposit and time deposits1,3551,555757598
Subtotal1,3551,555757598
Total$306,904$307,104$306,106$798
Carrying Value · Fair Value · Cash and Cash Equivalents · Other Current Assets
Cash$57,531$57,531$57,531$-
Level 1:
Money market funds111-
Money market funds (Rabbi Trust)586586-586
Subtotal5875871586
Level 2:
Certificates of deposit and time deposits1,8592,1212681,591
Subtotal1,8592,1212681,591
Total$59,977$60,239$57,800$2,177

As of* June 30, 2026* and* December 31, 2025*, 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 (Level1) inputs and amounted to $0.2 million at* June 30, 2026* and$0.6 millionat* December 31, 2025*.

Throughout2026 and2025, the Company entered into a series of foreign currency forward contracts, the fair values of which were$1.9 million at* June 30, 2026* and$1.8 million at* December 31, 2025*. 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 (Level2).

The Company is a party totwo interest rate swap agreements as further described in Note9, "Derivative Instruments and Hedging Activities". The fair value of the interest rate swap agreements was $0.3 million at* June 30, 2026and $0.9 million at December 31, 2025,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 (Level2*).

13

The fair values of our derivative financial instruments and their classifications in our condensed consolidated balance sheets as of* June 30, 2026* and* December 31, 2025* were as follows:

June 30, · December 31,
Balance Sheet Classification · 2026 · 2025
Derivative assets:
Foreign currency forward contracts:
Designated as cash flow hedgesOther current assets$346$294
Not designated as hedging instrumentsOther current assets1,5421,504
Interest rate swap agreements:
Designated as a cash flow hedgeOther assets250905
Total derivative assets$2,138$2,703

In connection with the acquisition of Enercon as further described in Note2, "Acquisition", the sellers are eligible to receive an Earnout Payment based on the achievement of certain financial metrics for each of the fiscal2025 and2026 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, 2026and December 31, 2025.The earnout liabilities were initially recorded at a fair value of $3.3 million at the acquisition date, with subsequent remeasurements to fair value as of the balance sheet dates calculated using Level3* unobservable inputs. At* June 30, 2026,inputs to the valuation approach for the contingent earnout liabilities included the Company’s forecasted Enercon EBITDA (as defined in the Purchase Agreement) for each of fiscal2025* and2026, an estimated EBITDA volatility of 72.5%, an expected term of 2 years, and a discount rate applied to the Earnout Payments of 6.18%. At* December 31, 2025,inputs included forecasted Enercon EBITDA for each of fiscal2025* and2026, an estimated EBITDA volatility of 52.1%, an expected term of 2 years, and a discount rate applied to the Earnout Payments of 6.66%. The fair value of the earnout liabilities as of* June 30, 2026and December 31, 2025*were as follows:

June 30, · December 31,
Balance Sheet Classification · 2026 · 2025
Contingent Liabilities:
Earnout payment liability - 2025Other current liabilities$-$4,916
Earnout payment liability - 2026Other long-term liabilities2,5611,709
$2,561$6,625

The change in the fair value of the2025 Earnout Payment noted above from* December 31, 2025to June 30, 2026relates to the full achievement of the earnout targets in2025* and resulting payment thereof to the Sellers during thefirst quarter of2026. Changes in the fair value of the2026 Earnout Payment have been recognized through earnings during thesix months ended* June 30, 2026.*

Aside from the earnout liability described above, the Company doesnot have any financial assets measured at fair value on a recurring basis categorized as Level3, and there wereno transfers in or out of Level1, Level2 or Level3 during thethree months ended* June 30, 2026or June**30,* 2025. There wereno changes to the Company’s valuation techniques used to measure fair values on a recurring or nonrecurring basis during thethree months ended* June 30, 2026or June 30, 2025.*

During2025, the Company performed its annual impairment test of indefinite-lived intangible assets and determined thatno impairment charges were required. There wereno financial assets or indefinite-lived intangible assets measured at fair value on a nonrecurring basis as of* June 30, 2026* or* December 31, 2025*.

The Company has other financial instruments, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, which arenot 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 currently available for debt issuances with similar terms and maturities. At* June 30, 2026,the Company hadno outstanding long-term debt, accordingly, the estimated fair value and carrying amount of total debt were $0 million and $0 million, respectively. At December 31, 2025,the estimated fair value of total debt was $196.5 million, compared to a carrying amount of $197.5 million. The Company didnot* have any other financial liabilities within the scope of the fair value disclosure requirements as of* June 30, 2026.*

Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets and long-lived assets, 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 thatno triggering events occurred during thesix months ended* June 30, 2026* or* June 30, 2025*.

14

6.INVENTORIES

The components of inventories are as follows:

June 30,December 31,
20262025
Raw materials$95,727$73,629
Work in progress63,64458,076
Finished goods40,85535,565
Inventories$200,226$167,270
7.PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

June 30,December 31,
20262025
Land$126$130
Buildings and improvements13,60616,408
Machinery and equipment109,254103,445
Construction in progress6,9827,114
129,968127,097
Accumulated depreciation(82,917)(78,669)
Property, plant and equipment, net$47,051$48,428

Depreciation expense was $3.0 million and$2.9 million, respectively, for thethree months ended* June 30, 2026and2025* and $5.9 million for each of thesix months ended* June 30, 2026and2025*. 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, 2026*, a total of $0.8 million of properties were classified as assets held for sale on the accompanying condensed consolidated balance sheets related to a properties owned by the Company in Hong Kong.

8.ACCRUED EXPENSES

Accrued expenses consist of the following:

June 30,December 31,
20262025
Salaries, bonuses and related benefits$30,016$37,426
Accrued restructuring costs280759
Sales commissions3,0902,375
Warranty accrual1,2641,245
Other10,3597,905
$45,009$49,710

The change in warranty accrual during thesix months ended* June 30, 2026* primarily related to repair costs incurred and adjustments to pre-existing warranties. The new warranty charges incurred during thesix months ended* June 30, 2026* were $0.1 million.

Restructuring Activities:

Activity and liability balances related to restructuring costs for thesix months ended* June 30, 2026* are as follows:

Six Months Ended
Liability at · Cash Payments · Liability at
December 31,Newand OtherJune 30,
2025ChargesSettlements2026
Severance and other restructuring costs$759$100$(579)$280

The balance of accrued restructuring costs at* June 30, 2026* is primarily related to remaining liabilities associated with the Company's facility consolidation project in China where multiple Industrial Technology & Data Solutions manufacturing sites were consolidated.

15

9.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 generallynot 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 ofno longer thantwelve months, although occasionally we will execute a contract that extends beyondtwelve months, depending upon the nature of the underlying risk.

We held outstanding foreign currency forward contracts with notional amounts of$49.3 million and$49.6 million as of* June 30, 2026* and* December 31, 2025*, 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.

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 Note10, "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 (i) pay interest at a fixed rate of 1.334% and receives variable interest of the daily SOFR rate plus 10 basis points on a notional amountof $30.0 million and (ii) paid interest at a fixed rate of 1.348% and receives variable interest of the daily SOFR rate plus 10 basis points on a notional amount of$30.0 million (the“2021* Swaps”). The effective date of the2021 Swaps was* December 31, 2021,and settlements with the counterparties began on January 31, 2022and occur on a monthly basis. The2021* Swaps will terminate on* August 31, 2026.*

The2021 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 Note5, "Fair Value Measurements" for the gross fair values of the Company's derivative assets and liabilities as of* June 30, 2026* and* December 31, 2025*.

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 thethree andsix months ended* June 30, 2026and2025* were as follows:

Three Months Ended · Six Months Ended
June 30,June 30,
2026202520262025
Net gains (losses) recognized in AOCL:
Foreign currency forward contracts$177$30$520$59
Interest rate swap agreements(5)8063(44)
$172$110$583$15
Net gains (losses) reclassified from AOCL to the consolidated statement of operations:
Foreign currency forward contracts$240$(9)$379$(66)
Interest rate swap agreements234467598932
$474$458$977$866

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 thethree andsix months ended* June 30, 2026* and2025.

16

Derivative Financial Instruments Not Designated as Hedging Instruments

Gains (losses) recognized on derivative financial instrumentsnot designated as hedging instruments in our condensed consolidated statements of operations for thethree andsix months ended* June 30, 2026and2025* were as follows:

Three Months Ended · Six Months Ended
June 30, · June 30,
Classification in Consolidated Statements of Operations2026202520262025
Foreign currency forward contractsOther (expense) income, net$1,292$(194)$2,185$(479)
Interest rate swap agreementsOther (expense) income, net121-121-
$1,413$(194)$2,306$(479)
10.DEBT

The Company's Credit Agreement provides for the Revolver with aggregate commitments of up to $400.0 million. The Revolver matures on* September 1, 2028.Borrowings under the Revolver bear interest at variable rates based on SOFR (daily simple or term) or a base rate, plus an applicable margin, as provided in the Credit Agreement, and the Company may*also be required to pay customary fees in accordance with the Credit Agreement.

On* June 4, 2026,the Company entered into a Limited Consent and Fifth Amendment Agreement to the CSA, which, among other things, (i) provided aone*-time limited consent related to certain hedge agreements and (ii) eliminated the requirement to maintain control agreements over the deposit accounts and securities accounts of any Company.

At* June 30, 2026,the Company hadno outstanding borrowings under the Revolver and $400.0 million of unused availability. At December 31, 2025,outstanding borrowings under the Revolver amounted to $197.5 million, and unused availability under the Revolver was $202.5 million. The Company incurred $1.8 million and $4.0 million of interest expense during thethree* months ended* June 30, 2026* and2025, respectively, and $4.3 million and $8.1 million during thesix months ended* June 30, 2026* and2025 respectively, in connection with interest due on its outstanding borrowings under the CSA during each period, including the effects of the2021 Swaps discussed in Note9, "Derivative Instruments and Hedging Activities", and amortization of deferred financing costs.

As of* December 31, 2025,the Company’s borrowings consisted of (i) a $60.0 million SOFR-based borrowing that, after giving effect to the2021* interest rate swaps, effectively bore interest at an average rate of 2.59% and (ii) a $137.5 million variable-rate tranche that bore interest at SOFR plus the applicable credit spread in accordance with the Credit Agreement. For comparability, the Company also presents the weighted-average effective interest rates on its borrowings after giving effect to the2021 interest rate swaps: the weighted-average effective rate on the variable-rate tranche was 3.63% as of* December 31, 2025,and the weighted-average effective rate on total borrowings (fixed and variable) was 4.42% as of December 31, 2025.The stated variable rate in effect at December 31, 2025 (*before the impact of the swap) was 5.21%.

Deferred financing costs incurred in connection with obtaining or modifying recognized debt obligations are capitalized and presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability. These deferred costs are amortized to interest expense over the contractual term of the related debt using the effective interest method or a method that approximates the effective interest method.

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, 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, 2026,*the Company was in compliance with its debt covenants, including its most restrictive covenant, the Fixed Charge Coverage Ratio.

17

11.INCOME TAXES

The Company doesnot measure income tax expense for interim periods using the annual effective tax rate (“AETR”) method, as its estimated taxable income for future periods isnot 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 isno longer subject to U.S. federal income tax examinations for years before 2022 and state examinations for years before 2019. For foreign subsidiaries, the Company isno longer subject to examination for years before 2016 in Asia and generally 2018 in Europe.

The Company is currently under examination by the Internal Revenue Service (“IRS”) for the tax year2024. The Company is unable to reasonably estimate the amount or range of potential changes at this time because the examination is in its early stages and the outcome depends on future developments, including the IRS’s final positions and timing of any resolution.

In* June 2026,the Company received communication from local tax authorities regarding our Guangxi, China factory disputing the deduction of certain service fee expenses relating to intercompany services provided by our Dongguan, China factory. We are in the process of responding to the relevant tax authorities and assessing potential exposure, which we donot* expect to be material.

Due to the expiration of the statutes of limitations for certain jurisdictions, it is reasonably possible that the amount of unrecognized tax benefits* maychange materially from those recorded at June 30, 2026.Liabilities for uncertain tax positions totaled $16.6 million at June 30, 2026and $17.5 million at December 31, 2025.As of June 30, 2026,approximately $1.2 million of uncertain tax positions expired and $0.8 million are expected to be resolved within the nexttwelve* months due to expiration of the related statute of limitations. If recognized, these amounts would reduce the effective tax rate.

The Company recognizes interest and penalties related to uncertain tax positions as a component of the current provision for income taxes. During each of thesix months ended* June 30, 2026and2025,* the Company recognized $0.1 million in interest and penalties in the condensed consolidated statements of operations. Accrued interest and penalties included in the liabilities for uncertain tax positions were $0.8 million at* June 30, 2026and $1.0 million at December 31, 2025.*

18

12.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 sections401(a) and (k) of the Internal Revenue Code. The expense for thethree months ended* June 30, 2026and2025* amounted to $0.4 million and $0.3 million, respectively. The expense for thesix months ended* June 30, 2026and2025* amounted to $1.1 million and $0.8 million, respectively. The Company’s matching contribution is made in the form of Bel Class A common stock. As of* June 30, 2026*, the plan owned 203,172 and 40,830 shares of Bel 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 thethree months ended* June 30, 2026and2025* amounted to less than $0.1 million during each period. The expense for thesix months ended* June 30, 2026and2025* 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 $1.9 million at* June 30, 2026* and $1.7 million at* December 31, 2025*. 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 maintain a retirement fund that covers substantially all Hong Kong-based full-time employees. Retirement fund expense for thethree months ended* June 30, 2026and2025* amounted to less than $0.1 million, in each period. The expense for thesix months ended* June 30, 2026and2025* amounted to $0.1 million, in each period.

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 Note5, "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,
2026202520262025
Service cost$80$71$160$142
Interest cost241240482480
Net amortization(11)(35)(22)(70)
Net periodic benefit cost$310$276$620$552

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,
20262025
Prior service cost$37$55
Net loss(3,045)(3,085)
$(3,008)$(3,030)

19

13.ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss at* June 30, 2026* and* December 31, 2025* are summarized below:

June 30,December 31,
20262025
Foreign currency translation adjustment, net of taxes of ($312) at June 30, 2026 and ($312) at December 31, 2025$(16,393)$(19,490)
Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0 at June 30, 2026 and $0 at December 31, 2025371906
Unrealized holding gains on marketable securities, net of taxes of ($7) at June 30, 2026 and ($7) at December 31, 20255421
Unfunded SERP liability, net of taxes of $998 at June 30, 2026 and $1,003 at December 31, 20251,3711,389
Accumulated other comprehensive loss$(14,597)$(17,174)

Changes in accumulated other comprehensive loss by component during thesix months ended* June 30, 2026* are as set forth below. All amounts are net of tax:

Unrealized
Foreign · Unrealized Gains · Holding
Currency · on Interest Rate · Gains on
Translation · Swap Cash · Marketable · Unfunded
AdjustmentFlow HedgeSecuritiesSERP LiabilityTotal
Balance at December 31, 2025$(19,490)$906$21$1,389$(17,174)
Other comprehensive (loss) income before reclassifications3,337(301)33(14)3,055
Amount reclassified from accumulated other comprehensive loss(240)(234)-(4)(a)(478)
Net current period other comprehensive (loss) income3,097(535)33(18)2,577
Balance at June 30, 2026$(16,393)$371$54$1,371$(14,597)

(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 (expense) income, net on the accompanying condensed consolidated statements of operations.

20

14.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 Number6:21cv00655,* 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. In thefirst* quarter of2026, the Company entered into a settlement agreement related to the matter described above and made an immaterial cash payment in thesecond quarter of2026.

In connection with the Company's2014 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 years2004 to2006. 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, 2015before 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, 2026* and* December 31, 2025*. 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, 2026* and* December 31, 2025*.

In connection with the Company's2021 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 to1994. The original demand was in the amount of approximately $1.4 million, of which EOS has paid $0.5 million. EOS filed an Appeal in2016 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 estimate at this time what amount, if any, mayultimately be due in connection with this claim. As such,no estimate was accrued as of June 30, 2026*.

21

15.SEGMENTS

During thefirst quarter of2026, the Company implemented a change in its internal organizational and reporting structure to better align management reporting with customer end markets. As a result, effective* March 31, 2026,the Company updated the reportable segment view used by the Company’s Chief Operating Decision Maker (“CODM”) to assess performance and allocate resources. The CODM hasnot* changed.

Following this change, the Company hastwo reportable segments: (i) Aerospace, Defense & Rugged Solutions and (ii) Industrial Technology & Data Solutions. Prior‑period segment information has been recast to conform to the current period presentation. Accordingly, prior-year segment amounts have been recast for comparability to conform to the current period presentation. The Aerospace, Defense & Rugged Solutions segment primarily includes the Company’s legacy Connectivity Solutions business and Enercon operations. The Industrial Technology & Data Solutions segment primarily includes the Company’s legacy Power Solutions and Protection and Magnetic Solutions operations. These segment descriptions reflect how results are reviewed by the CODM.

There areno intercompany sales between segments.

On a quarterly basis, the Company’s CODM evaluates segment performance using gross profit (a U.S. GAAP measure), which the Company has determined to be its measure of segment profit or loss under ASC280, as amended by ASU2023-07. The CODM uses segment gross profit to make commercial and operational decisions and to evaluate capital deployment opportunities. The CODM’s quarterly reporting package also includes segment revenues and cost of sales to arrive at gross profit; cost of sales is a significant segment expense and is therefore included in the segment financial data tables below.

Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsTotal Consolidated
Net sales$110,457$100,228$210,685
Cost of sales65,09061,305126,395
Segment gross profit45,36738,92384,290
Segment gross profit %41.1%38.8%40.0%
Corporate and other(323)
Total consolidated gross profit83,967
Gross profit %39.9%
Research and development costs9,006
Selling, general and administrative expenses36,285
Restructuring charges24
Earnout liability adjustment233
Interest expense1,802
Interest income(1,280)
Other income, net137
Earnings before provision for income taxes$37,760
Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsReportable Segment TotalCorporate and OtherTotal Consolidated
Total Assets$682,388$263,848$946,236$317,946$1,264,182
Capital Expenditures1,5017102,211362,247
Depreciation and Amortization Expense4,8711,9126,7831286,911
Interest Expense-36361,7661,802

22

Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsTotal Consolidated
Net sales$91,832$76,467$168,299
Cost of sales53,84248,471102,313
Segment gross profit37,99027,99665,986
Segment gross profit %41.4%36.6%39.2%
Corporate and other(903)
Total consolidated gross profit65,083
Gross profit %38.7%
Research and development costs8,104
Selling, general and administrative expenses30,914
Restructuring charges280
Gain on sale of properties(4,075)
Interest expense3,993
Interest income(264)
Other income, net(7,568)
Earnings before provision for income taxes$33,699
Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsReportable Segment TotalCorporate and OtherTotal Consolidated
Total Assets$657,501$235,476$892,977$57,603$950,580
Capital Expenditures1,9741,9503,92443,928
Depreciation and Amortization Expense4,8701,5886,4581426,600
Interest Expense166(78)883,9053,993
Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsTotal Consolidated
Net sales$210,278$178,898$389,176
Cost of sales123,533111,208234,741
Segment gross profit86,74567,690154,435
Segment gross profit %41.3%37.8%39.7%
Corporate and other(870)
Total consolidated gross profit153,565
Gross profit %39.5%
Research and development costs17,513
Selling, general and administrative expenses73,015
Restructuring charges100
Earnout liability adjustment852
Interest expense4,332
Interest income(1,430)
Other income, net3,631
Earnings before provision for income taxes$55,552

23

Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsReportable Segment TotalCorporate and OtherTotal Consolidated
Total Assets$682,388$263,848$946,236$317,946$1,264,182
Capital Expenditures3,5131,2864,799914,890
Depreciation and Amortization Expense9,7013,55413,25528013,535
Interest Expense-51514,2814,332
Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsTotal Consolidated
Net sales$174,954$145,583$320,537
Cost of sales103,63691,807195,443
Segment gross profit71,31853,776125,094
Segment gross profit %40.8%36.9%39.0%
Corporate and other(1,192)
Total consolidated gross profit123,902
Gross profit %38.7%
Research and development costs15,326
Selling, general and administrative expenses60,421
Restructuring charges(2,653)
Gain on sale of properties(4,075)
Interest expense8,145
Interest income(539)
Other income, net(10,207)
Earnings before provision for income taxes$57,484
Aerospace, Defense & Rugged SolutionsIndustrial Technology & Data SolutionsReportable Segment TotalCorporate and OtherTotal Consolidated
Total Assets$657,501$235,476$892,977$57,603$950,580
Capital Expenditures3,1473,5626,70996,718
Depreciation and Amortization Expense9,8803,12313,00328113,284
Interest Expense180232037,9428,145

24

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.