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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 September 30, 2024
	For the Quarterly Period Ended March 31, 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.
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 ~~October~~April 25, ~~2024~~2025
Class A Common Stock ($0.10 par value)		2,115,263
Class B Common Stock ($0.10 par value)		10,~~430~~552,~~048~~137

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 September 30, 2024 and December 31, 2023	2
		Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2025 and December 31, 2024	2
		Condensed Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023	3
		Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2025 and 2024	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 Comprehensive Income (unaudited) for the Three Months Ended March 31, 2025 and 2024	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 Stockholders' Equity and Redeemable Noncontrolling Interest (unaudited) for the Three Months Ended March 31, 2025 and 2024	5
		Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2024 and 2023	7
		Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 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 - 24
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
	Item 4.	Controls and Procedures	24
Part II		Other Information
	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

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, ~~2023~~2024 (our “~~2023~~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 ~~2023~~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 ~~2023~~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 ~~the~~our ~~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~~including any unanticipated difficulties, ~~that~~or ~~may~~unexpected beor ~~experienced~~higher inthan ~~integrating~~anticipated expenditures, relating to Bel’s November 2024 acquisition of our majority 80% owned subsidiary Enercon Technologies, Ltd. (“Enercon”), ~~following~~and including, without limitation, the ~~closing~~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 ~~proposed~~remaining 20% stake in Enercon ~~acquisition~~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 ~~(such~~including aspotential ~~the~~future ~~governmental~~outbreaks, ~~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~~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 of new or increased tariffs and trade restrictions that may impact ~~Bel~~us, ~~its~~our customers and/or ~~its~~our suppliers, and risks associated with the evolving trade environment, the ongoing implementation and modification of tariffs, 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 ~~the~~our ~~Company's~~ 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 ~~tax laws~~, ~~trade and tariff policies; ● unanticipated difficulties, delays or expenditures relating to the proposed Enercon acquisition, including,~~ without limitation, ~~difficulties~~tax 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 spendinglaws.

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.

Table of Contents

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)

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
ASSETS
Current Assets:
Cash and cash equivalents	$	~~134~~65,~~266~~927		$	8968,~~371~~253
Held to maturity U.S. Treasury securities		~~29,541~~950			~~37,548~~950
Accounts receivable, net of credit losses of $1,164 and $1,388, respectively		75,998			84,129
Accounts receivable, net of credit losses of $1,380 and $1,336, respectively		103,643			111,376
Inventories		~~124~~164,~~885~~815			~~136~~161,~~540~~370
Unbilled receivables		5,~~312~~594			124,~~793~~994
Assets held for sale		21,~~061~~849			-2,062
Other current assets		1525,~~586~~647			2124,~~097~~525
Total current assets		~~387~~368,~~649~~425			~~381~~373,~~478~~530
Property, plant and equipment, net		3647,~~735~~271			3647,~~533~~879
Right-of-use assets		2224,~~901~~962			2025,~~481~~125
Related party note receivable		3,~~070~~270			2,~~152~~937
Equity method investment		109,~~014~~856			109,~~282~~265
Intangible assets, net		45228,~~850~~391			49231,~~391~~948
Goodwill, net		26208,~~922~~047			26208,~~642~~036
Deferred income taxes		1617,~~612~~024			1116,~~553~~430
Other assets		3433,~~664~~210			3334,~~119~~639
Total assets	$	~~584~~940,~~417~~456		$	~~571~~949,~~631~~789
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	3746,~~139~~110		$	4049,~~441~~182
Accrued expenses		4237,~~109~~784			5453,~~657~~031
Operating lease liabilities, current		68,~~451~~540			67,~~350~~954
Other current liabilities		1118,~~188~~801			917,~~161~~902
Total current liabilities		96111,~~887~~235			~~110~~128,~~609~~069
Long-term Liabilities:
Long-term debt		60280,000			60287,~~000~~500
Operating lease liabilities, long-term		1617,~~808~~349			1417,~~212~~763
Liability for uncertain tax positions		18,~~225~~337			1918,~~823~~127
Minimum pension obligation and unfunded pension liability		2018,~~268~~490			1918,~~876~~431
Deferred income taxes		127,~~320~~060			128,~~456~~916
Other long-term liabilities		3,547			5,097
Related-party note payable		4,995			4,995
Total liabilities		217,055			231,073
Other long-term liabilities		5,055			4,826
Total liabilities		482,521			508,627
Commitments and contingencies (see Note 15)
Redeemable noncontrolling interest		81,034			80,586
Stockholders' 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 and 2,141,589 shares outstanding at September 30, 2024 and December 31, 2023, respectively (net of 1,072,769 restricted treasury shares)		212			214
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; 10,432,548 and 10,620,260 shares outstanding at September 30, 2024 and December 31, 2023, respectively (net of 3,218,307 restricted treasury shares)		1,046			1,065
Class B common stock, par value $.10 per share, 30,000,000 shares authorized; 10,552,137 and 10,425,175 shares outstanding at March 31, 2025 and December 31, 2024, respectively (net of 3,218,307 restricted treasury shares)		1,059			1,046
Treasury stock (unrestricted, consisting of 29,649 Class A shares and 253,163 Class B shares)		(16,507	)		(454	)
Additional paid-in capital		32,680			31,514
Additional paid-in capital		47,064			44,260
Retained earnings		362,041			345,031
Retained earnings		347,702			307,510
Accumulated other comprehensive loss		(19,091	)		(17,227	)
Accumulated other comprehensive loss		(12,155	)		(12,037	)
Total stockholders' equity		376,901			360,576
Total stockholders' equity		367,362			340,558
Total liabilities and stockholders' equity	$	940,456		$	949,789
Total liabilities and stockholders' equity	$	584,417		$	571,631

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Net sales	$	~~123~~152,~~638~~238		$	~~158~~128,~~682~~090		$	~~384,933~~		$	~~499,803~~
Cost of sales		7893,~~961~~419			~~103~~80,~~217~~012			~~238,782~~			~~335,137~~
Gross profit		4458,~~677~~819			5548,~~465~~078			~~146,151~~			~~164,666~~
Research and development costs		57,~~443~~222			5,~~292~~215			~~16,652~~			~~16,521~~
Selling, general and administrative expenses		2629,~~700~~507			2324,~~717~~944			~~75,785~~			~~74,149~~
Restructuring charges		1,087			2,091			1,790			6,306
Restructuring (credits) charges		(2,933	)		65
Gain on sale of property		-			(147	)		-			(3,819	)
Income from operations		25,023			17,854
Income from operations		11,447			24,512			51,924			71,509
Interest expense		(4,152	)		(434	)
Gain on sale of Czech Republic business		-			(135	)		-			980
Interest income		275			1,115
Interest expense		(414	)		(512	)		(1,263	)		(2,402	)
Other income, net		2,639			1,817
Interest income		1,480			-			3,741			-
Earnings before provision for income taxes		23,785			20,352
Other (expense) income, net		(1,325	)		(96	)		21			(286	)
Provision for income taxes		5,463			4,478
Earnings before provision for income taxes		11,188			23,769			54,423			69,801
Net earnings available to common stockholders		18,322			15,874
Provision for income taxes		3,108			4,321			11,663			8,006
Less: Net earnings attributable to noncontrolling interest		838			-
Net earnings available to common stockholders	$	8,080		$	19,448		$	42,760		$	61,795
Redemption value adjustment attributable to noncontrolling interest		(390	)		-
Net earnings per common share:
Net earnings attributable to Bel Fuse shareholders	$	17,874		$	15,874
Class A common share - basic and diluted	$	0.61		$	1.46		$	3.23		$	4.63
Net earnings per common share:
Class B common share - basic and diluted	$	0.65		$	1.54		$	3.41		$	4.88
Class A common share - basic and diluted	$	1.36		$	1.19
Weighted-average number of shares outstanding:
Class B common share - basic and diluted	$	1.43		$	1.26
Class A common share - basic and diluted		2,116			2,142			2,126			2,142
Weighted-average number of shares outstanding:
Class B common share - basic and diluted		10,434			10,636			10,512			10,636
Class A common share - basic and diluted		2,115			2,139
Class B common share - basic and diluted		10,457			10,610

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Net earnings available to common stockholders	$	817,~~080~~874		$	1915,~~448~~874		$	~~42,760~~		$	~~61,795~~
Other comprehensive income (loss):
Currency translation adjustment, net of taxes of $3, ($13), $29, and ($109), respectively		6,092			(2,624	)		1,317			(2,857	)
Currency translation adjustment, net of taxes of $0 and $26, respectively		(1,248	)		(3,776	)
Unrealized (losses) gains on interest rate swap cash flow hedge, net of taxes of $0 in all periods presented		(1,531	)		96			(1,482	)		(9	)
Unrealized (losses) gains on interest rate swap cash flow hedge, net of taxes of $0 in both periods		(588	)		340
Unrealized holding (losses) gains on marketable securities, net of taxes of $0 in all periods presented		-			-			1			1
Unrealized holding (losses) gains on marketable securities, net of taxes of $0 in both periods		-			1
Change in unfunded SERP liability, net of taxes of ($4), ($4), ($13), ($12), respectively		16			14			46			41
Change in unfunded SERP liability, net of taxes of $8 and ($4), respectively		(28	)		15
Other comprehensive income (loss)		4,577			(2,514	)		(118	)		(2,824	)
Other comprehensive loss		(1,864	)		(3,420	)
Comprehensive income	$	1216,~~657~~010		$	1612,~~934~~454		$	~~42,642~~		$	~~58,971~~
Comprehensive income attributable to noncontrolling interest		838			-
Comprehensive income attributable to Bel shareholders	$	15,172		$	12,454

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

(in thousands, except per share data)

(unaudited)

				Accumulated			~~Accumulated~~
				Other			~~Other~~Class A			~~Class A~~			Class B			~~Class B~~			Additional			Total			~~Additional~~Redeemable
	Retained			~~Retained~~Comprehensive			~~Comprehensive~~Common			~~Common~~Class A			~~Class A~~Common			~~Common~~Class B			~~Class B~~Paid-In			~~Treasury~~Stockholders'			~~Paid-In~~Noncontrolling
	Total			Earnings			(Loss) Income			Stock			# of Shares			Stock			# of Shares			Stock			Capital
	Earnings			(Loss) Income			Stock			# of Shares			Stock			# of Shares			Capital			Equity			Interest
Balance at December 31, 2023	$	340,558		$	307,510		$	(12,037	)	$	214			2,142		$	1,065			10,620		$	(454	)	$	44,260
Balance at December 31, 2024	$	345,031		$	(17,227	)	$	212			2,115		$	1,046			10,425		$	31,514		$	360,576		$	80,586
Net earnings		15,874			15,874			-			-			-			-			-			-			-
Redemption value adjustment attributable to noncontrolling interest		-			-			-			-			-			-			-			-			(390	)
Net earnings		17,874			-			-			-			-			-			-			17,874			838
Dividends declared:
Class A Common Stock, $0.06/share		(~~129~~127	)		~~(129~~-	)		-			-			-			-			-			-(127	)		-
Class B Common Stock, $0.07/share		(~~747~~737	)		~~(747~~-	)		-			-			-			-			-			-(737	)		-
Issuance of restricted common stock		-			-			-			-			-13			6129			58(13	)		-			(6-	)
Forfeiture of restricted common stock		-			-			-			-			-			-(2	)		(6-	)		-			-
Purchases of common stock		(6,283	)		-			-			(1	)		(11	)		(10	)		(98	)		(6,283	)		11
Foreign currency translation adjustment, net of taxes of $0		-			(1,248	)		-			-			-			-			-			(1,248	)		-
Foreign currency translation adjustment, net of taxes of $26		(3,776	)		-			(3,776	)		-			-			-			-			-			-
Unrealized losses on interest rate swap cash flow hedge, net of taxes of $0		-			(588	)		-			-			-			-			-			(588	)		-
Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0		340			-			340			-			-			-			-			-			-
Stock-based compensation expense		-			-			-			-			-			-			1,179			1,179			-
Unrealized holding gains on marketable securities, net of taxes of $0		1			-			1			-			-			-			-			-			-
Change in unfunded SERP liability, net of taxes of $8		-			(28	)		-			-			-			-			-			(28	)		-
Stock-based compensation expense		804			-			-			-			-			-			-			-			804
Balance at March 31, 2025	$	362,041		$	(19,091	)	$	212			2,115		$	1,059			10,552		$	32,680		$	376,901		$	81,034
Change in unfunded SERP liability, net of taxes of ($4)		15			-			15			-			-			-			-			-			-
Balance at March 31, 2024		346,657			322,508			(15,457	)		213			2,131			1,061			10,574			(6,737	)		45,069
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			-			-			-			-			(1	)		(4	)		-			2
Purchases of common stock		(7,893	)		-			-			(1	)		(10	)		(12	)		(117	)		(7,892	)		12
Foreign currency translation adjustment, net of taxes of $0		(999	)		-			(999	)		-			-			-			-			-			-
Unrealized losses on interest rate swap cash flow hedge		(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		356,415			340,462			(16,732	)		212			2,121			1,048			10,453			(14,629	)		46,054
Net earnings		8,080			8,080			-			-			-			-			-			-			-
Dividends declared:
Class A Common Stock, $0.06/share		(125	)		(125	)		-			-			-			-			-			-			-
Class B Common Stock, $0.07/share		(715	)		(715	)		-			-			-			-			-			-			-
Purchases of common stock		(1,877	)		-			-			-			(6	)		(2	)		(21	)		(1,878	)		3
Foreign currency translation adjustment, net of taxes of $3		6,092			-			6,092			-			-			-			-			-			-
Unrealized losses on interest rate swap cash flow hedge		(1,531	)		-			(1,531	)		-			-			-			-			-			-
Stock-based compensation expense		1,007			-			-			-			-			-			-			-			1,007
Change in unfunded SERP liability, net of taxes of ($4)		16			-			16			-			-			-			-			-			-
Balance at September 30, 2024	$	367,362		$	347,702		$	(12,155	)	$	212			2,115		$	1,046			10,432		$	(16,507	)	$	47,064

							Accumulated
							Other			Class A				Class B									Additional
				Retained			Comprehensive			Common		Class A		Common			Class B			Treasury			Paid-In
	Total			Earnings			(Loss) Income			Stock		# of Shares		Stock			# of Shares			Stock			Capital
Balance at December 31, 2022	$	262,346		$	237,188		$	(16,546	)	$	214		2,142	$	1,067			10,643		$	(349	)	$	40,772
Net earnings		14,572			14,572			-			-		-		-			-			-			-
Dividends declared:
Class A Common Stock, $0.06/share		(128	)		(128	)		-			-		-		-			-			-			-
Class B Common Stock, $0.07/share		(747	)		(747	)		-			-		-		-			-			-			-
Forfeiture of restricted common stock		-			-			-			-		-		(1	)		(10	)		-			1
Foreign currency translation adjustment, net of taxes of $9		1,998			-			1,998			-		-		-			-			-			-
Unrealized losses on interest rate swap cash flow hedge, net of taxes of $0		(894	)		-			(894	)		-		-		-			-			-			-
Unrealized holding gains on marketable securities, net of taxes of $0		1			-			1			-		-		-			-			-			-
Stock-based compensation expense		902			-			-			-		-		-			-			-			902
Change in unfunded SERP liability, net of taxes of ($4)		13			-			13			-		-		-			-			-			-
Balance at March 31, 2023		278,063			250,885			(15,428	)		214		2,142		1,066			10,633			(349	)		41,675
Net earnings		27,775			27,775			-			-		-		-			-			-			-
Dividends declared:
Class A Common Stock, $0.06/share		(128	)		(128	)		-			-		-		-			-			-			-
Class B Common Stock, $0.07/share		(742	)		(742	)		-			-		-		-			-			-			-
Issuance of restricted common stock		-			-			-			-		-		1			10			-			(1	)
Forfeiture of restricted common stock		-			-			-			-		-		(3	)		(5	)		-			3
Foreign currency translation adjustment, net of taxes of ($105)		(2,231	)		-			(2,231	)		-		-		-			-			-			-
Unrealized gains on interest rate swap cash flow hedge		789			-			789			-		-		-			-			-			-
Stock-based compensation expense		950			-			-			-		-		-			-			-			950
Change in unfunded SERP liability, net of taxes of ($4)		14			-			14			-		-		-			-			-			-
Balance at June 30, 2023		304,490			277,790			(16,856	)		214		2,142		1,064			10,638			(349	)		42,627
Net earnings		19,448			19,448			-			-		-		-			-			-			-
Dividends declared:
Class A Common Stock, $0.06/share		(128	)		(128	)		-			-		-		-			-			-			-
Class B Common Stock, $0.07/share		(745	)		(745	)		-			-		-		-			-			-			-
Forfeiture of restricted common stock		-			-			-			-		-		(1	)		-			-			1
Foreign currency translation adjustment, net of taxes of ($13)		(2,624	)		-			(2,624	)		-		-		-			-			-			-
Unrealized gains on interest rate swap cash flow hedge		96			-			96			-		-		-			-			-			-
Stock-based compensation expense		860			-			-			-		-		-			-			-			860
Change in unfunded SERP liability, net of taxes of ($4)		14			-			14			-		-		-			-			-			-
Balance at September 30, 2023	$	321,411		$	296,365		$	(19,370	)	$	214		2,142	$	1,063			10,638		$	(349	)	$	43,488

Table of Contents

				Accumulated
				Other			Class A						Class B									Additional						Redeemable
	Retained			Comprehensive			Common			Class A			Common			Class B			Treasury			Paid-In						Noncontrolling
	Earnings			(Loss) Income			Stock			# of Shares			Stock			# of Shares			Stock			Capital			Total			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		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
Cash flows from operating activities:
Net earnings	$	4218,~~760~~322		$	6115,~~795~~874
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		106,~~759~~684			93,~~962~~684
Stock-based compensation		21,~~782~~179			~~2,712~~804
Amortization of deferred financing costs		27295			3326
Deferred tax benefit		(5,366	)		(4,894	)
Deferred income taxes		(1,412	)		(1,676	)
Net unrealized losses on foreign currency revaluation		1,275			130
Unrealized gains on foreign currency revaluation		(3,663	)		(647	)
Gain on sale of property		-			(3,819	)
Other, net		(518	)		(71	)
Gain on sale of Czech Republic business		-			(980	)
Other, net		628			(495	)
Changes in operating assets and liabilities:
Accounts receivable		8,~~366~~220			~~11,931~~725
Unbilled receivables		~~7,482~~(601	)		13,~~590~~644
Inventories		12(2,~~266~~462	)		295,~~313~~688
Accounts payable		(3,~~302~~374	)		(187,~~674~~575	)
Accrued expenses		(11,~~849~~058	)		4(16,~~536~~440	)
Accrued restructuring costs		(~~590~~4,508	)		(~~148~~1,254	)
Income taxes payable		4,~~809~~107			24,~~008~~971
Other operating assets/liabilities, net		(4,327	)		(13,575	)
Other operating liabilities, net		(3,064	)		(1,603	)
Net cash provided by operating activities		658,~~720~~147			816,~~425~~150
Cash flows from investing activities:
Purchases of property, plant and equipment		(7,906	)		(9,659	)
Purchase of property, plant and equipment		(2,790	)		(2,929	)
Purchases of held to maturity and marketable securities		(131,309	)		-
Purchases of held to maturity U.S. Treasury securities		-			(42,726	)
Proceeds from held to maturity securities		~~139,316~~-			-30,374
Payment for equity method investment		-			(9,975	)
Investment in related party notes receivable		(333	)		(492	)
Investment in related party notes receivable		(918	)		(1,905	)
Proceeds from disposal/sale of property, plant and equipment		58			192
Proceeds from disposal/sale of property, plant and equipment		236			5,403
Net cash used in investing activities		(3,065	)		(15,581	)
Proceeds from sale of business		-			5,063
Net cash used in investing activities		(581	)		(11,073	)
Cash flows from financing activities:
Dividends paid to common stockholders		(~~2,487~~829	)		(~~2,490~~837	)
Deferred financing costs		(330	)		-
Purchases of common stock		-			(6,283	)
Repayments under revolving credit line		-			(40,000	)
Proceeds of long-term debt		5,000			-
Borrowings under revolving credit line		-			5,000
Repayments of long-term debt		(12,500	)		-
Purchases of common stock		(16,053	)		-
Net cash used in financing activities		(8,329	)		(7,120	)
Net cash used in financing activities		(18,870	)		(37,490	)
Effect of exchange rate changes on cash and cash equivalents		921			(1,500	)
Effect of exchange rate changes on cash and cash equivalents		(1,374	)		(2,903	)
Net decrease in cash and cash equivalents		(2,326	)		(18,051	)
Net increase in cash and cash equivalents		44,895			29,959
Cash and cash equivalents - beginning of period		68,253			89,371
Cash and cash equivalents - beginning of period		89,371			70,266
Cash and cash equivalents - end of period	$	65,927		$	71,320
Cash and cash equivalents - end of period	$	134,266		$	100,225
Supplementary information:
Cash paid during the period for:
Income taxes, net of refunds received	$	152,~~556~~277		$	~~18,148~~978
Interest payments	$	34,~~010~~207		$	~~3,738~~981
ROU assets obtained in exchange for lease obligations	$	~~4,711~~637		$	52,~~887~~951

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, stockholders’ equity 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 nine~~ months ended ~~September~~March 3031, ~~2024~~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, ~~2023~~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.

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, ~~2023~~2024. There were no significant changes to these accounting policies during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, except as discussed in “Recently Adopted Accounting Standards” below and as follows:

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

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 has held to maturity securities comprised of U.S. Treasury Bills. These investments are classified as held to maturity as the Company has the intent and ability to hold these investments until they mature. The held to maturity securities mature within the next 12 months. The table below shows the amortized costs, associated gross unrealized gains and associated fair value of the held to maturity securities at ~~September~~March 3031, 2025 and December 31, 2024:

	Amortized Cost		Gross Unrealized Gain		Fair Value
	March 31, 2025		December 31, 2024
Held to maturity U.S. Treasury securities	$	~~29,541~~	$	~~705~~	$	~~30,246~~
Amortized cost	$	950	$	950
Gross unrealized gain		40		26
Fair value	$	990	$	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 ~~comparable~~identical securities as of ~~September~~March 3031, 2025 and 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 stockholders’ 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.

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

Table of Contents

Recently Adopted Accounting Standards

In ~~March~~November ~~2020~~2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") ~~2020~~ 2023-0407, ~~Reference~~Segment ~~Rate~~Reporting ~~Reform~~ (Topic ~~848~~280): ~~Facilitation~~Improvements ofto ~~the~~Reportable ~~Effects~~Segment ofDisclosures, ~~Reference~~which ~~Rate~~requires ~~Reform~~a onpublic ~~Financial~~entity ~~Reporting~~to ~~("ASU~~disclose ~~2020-04").~~significant ~~ASU~~segment ~~2020-04~~expenses ~~provides~~and ~~temporary~~other ~~optional~~segment ~~guidance~~items on ~~contract~~an ~~modifications~~annual and ~~hedging~~interim ~~accounting~~basis toand ~~ease~~provide ~~the~~in ~~financial~~interim ~~reporting~~periods ~~burdens~~all ofdisclosures ~~the~~about ~~market~~a ~~transition~~reportable ~~from~~segment’s ~~the~~profit ~~London~~or ~~Interbank~~loss ~~Offered~~and ~~Rate~~assets ~~(“LIBOR”)~~that prior to ~~alternative reference rates. In January 2021,~~ the ~~FASB~~implementation ~~issued~~of ~~ASU 2021-01, which refined~~ the ~~scope of Topic 848 and clarified some of its~~ guidance aswere ~~part of the FASB’s monitoring of global reference rate activities~~required annually. ~~This~~Additionally, ~~updated~~it ~~guidance~~requires ~~was~~a ~~effective~~public ~~upon~~entity ~~issuance,~~to ~~and~~disclose the ~~Company~~title ~~was~~and ~~initially~~position ~~allowed~~of ~~to elect to apply~~ the ~~amendments~~Chief ~~prospectively~~Operating ~~through December~~Decision ~~31,~~Maker ~~2022~~(CODM). ~~In December~~ ~~2022,~~The ~~the FASB issued~~ ASU ~~2022-06,~~does ~~Reference~~not ~~Rate~~change ~~Reform~~how ~~(Topic~~a ~~848),~~public ~~Deferral~~entity ofidentifies ~~the~~its ~~Sunset~~operating ~~Date~~segments, ofaggregates ~~Topic 848~~them, ~~which~~or ~~extended~~ applies the ~~date~~quantitative bythresholds ~~which~~to ~~companies~~determine ~~could~~its ~~elect~~reportable tosegments. ~~apply~~In the ~~amendments~~fourth ~~to December~~quarter ~~31,~~of 2024~~. During January 2023~~, the Company ~~amended~~adopted ~~its~~this ~~credit~~guidance ~~agreement~~ and ~~related~~applied ~~interest rate swap agreements to transition~~ the ~~reference~~amendments ~~rate~~retrospectively ~~from LIBOR~~ to aall ~~Secured~~prior ~~Overnight~~periods ~~Financing~~presented ~~Rate~~in ~~("SOFR")~~the ~~effective January~~accompanying ~~31,~~financial ~~2023~~statements. InThis ~~connection~~adoption ~~with~~only ~~these~~impacted ~~amendments,~~our ~~the~~disclosures ~~Company~~and ~~adopted~~did ~~ASU~~not ~~2020-04~~have inany ~~the~~impact ~~first quarter of 2023 and elected~~ to ~~apply~~our ~~the~~results ~~relevant~~of ~~practical~~operations, ~~expedients~~cash ~~within~~flows ~~the~~and ~~guidance~~financial condition. ~~The~~See ~~adoption~~Note of16, ~~this~~"Segments", ~~guidance~~for ~~did~~applicable ~~not~~reportable ~~have~~segment adisclosures ~~material~~required ~~impact~~by onthis ~~the Company's consolidated financial statements~~guidance.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as amended. The new guidance broadens the information that an entity must consider in developing its expected credit loss estimates related to its financial instruments and adds to U.S. GAAP an impairment model that is based on expected losses rather than incurred losses. On January 1, 2023, the Company adopted ASU 2016-13. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Accounting Standards Issued But Not Yet Adopted

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~ ~~Reporting~~Income Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires a public business entity ("PBE") to disclose, ~~significant~~on ~~segment~~an ~~expenses~~annual ~~and~~basis, ~~other~~a ~~segment~~tabular ~~items~~rate onreconciliation anusing ~~annual~~both percentages and ~~interim~~currency ~~basis~~amounts, ~~and~~broken ~~provide~~out ininto ~~interim~~specified ~~periods~~categories ~~all~~with ~~disclosures~~certain ~~about~~reconciling aitems ~~reportable~~further ~~segment’s~~broken ~~profit~~out orby ~~loss~~nature and ~~assets~~jurisdiction ~~that~~to ~~are~~the ~~currently~~extent ~~required~~those ~~annually~~items exceed a specified threshold. ~~Additionally~~In addition, itall ~~requires~~entities aare ~~public~~required ~~entity~~ to disclose ~~the~~income ~~title~~taxes ~~and~~paid, ~~position~~net of ~~the~~refunds ~~Chief~~received ~~Operating~~disaggregated ~~Decision~~by ~~Maker~~federal, ~~(CODM).~~state/local, ~~The~~and ~~ASU~~foreign ~~does~~and ~~not~~by ~~change~~jurisdiction ~~how~~if athe ~~public~~amount ~~entity~~is ~~identifies~~at ~~its~~least ~~operating~~5% ~~segments,~~of ~~aggregates~~total ~~them,~~income ortax ~~applies~~payments, ~~the~~net ~~quantitative~~of ~~thresholds~~refunds toreceived. ~~determine~~For ~~its~~PBEs, ~~reportable~~the ~~segments. The~~ new standard is effective for ~~fiscal~~annual ~~years beginning after December 15, 2023, and interim~~ periods ~~within fiscal years~~ beginning after December 15, 2024, with early adoption permitted. AAn ~~public~~ entity may ~~should~~ apply the amendments in this ASU ~~retrospectively~~prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to ~~all~~provide the pre-ASU disclosures for the prior periods, ~~presented~~or may inapply the ~~financial~~amendments ~~statements~~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 ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~ 2024-0903, Income ~~Taxes~~Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses, which ~~focuses~~is onintended ~~the~~to ~~rate~~improve ~~reconciliation~~disclosures ~~and~~about ~~income taxes paid. ASU 2023-09 requires~~ a public business entity's ~~(PBE)~~expenses toand ~~disclose,~~address onrequests anfrom ~~annual~~investors ~~basis,~~for amore ~~tabular~~detailed ~~rate~~information ~~reconciliation~~about ~~using~~the ~~both~~types ~~percentages~~of ~~and~~expenses ~~currency~~in ~~amounts,~~commonly ~~broken~~presented ~~out~~expense ~~into~~captions. ~~specified~~Such ~~categories~~information ~~with~~should ~~certain~~allow ~~reconciling~~investors ~~items~~to ~~further~~better ~~broken~~understand ~~out~~an byentity's ~~nature~~performance, ~~and~~assess ~~jurisdiction~~future tocash ~~the~~flows, ~~extent~~and ~~those~~compare ~~items~~performance ~~exceed~~over atime ~~specified~~and ~~threshold~~with other entities. InThe ~~addition,~~amendments ~~all~~will ~~entities~~require ~~are~~public ~~required~~business entities to disclose ~~income~~in ~~taxes~~the ~~paid,~~notes ~~net~~to ofthe ~~refunds~~financial ~~received~~statements, ~~disaggregated~~at byeach ~~federal,~~interim ~~state/local,~~ and ~~foreign~~annual ~~and~~reporting byperiod, ~~jurisdiction~~specific ifinformation ~~the~~about ~~amount~~certain iscosts atand ~~least~~expenses, 5%including purchases of ~~total~~inventory, ~~income~~employee ~~tax~~compensation, ~~payments~~depreciation, ~~net~~and ofintangible ~~refunds~~asset ~~received.~~amortization ~~For~~included ~~PBEs,~~in ~~the~~each ~~new~~expense ~~standard~~caption ispresented ~~effective~~on ~~for~~the ~~annual~~face ~~periods~~of ~~beginning~~the ~~after December~~income 15statement, ~~2024,~~and ~~with~~the ~~early~~total ~~adoption~~amount ~~permitted.~~of Anan entity ~~may~~'s ~~apply~~selling ~~the~~expenses. The amendments inare ~~this~~effective ~~ASU~~for ~~prospectively~~annual byreporting ~~providing~~periods ~~the~~beginning ~~revised disclosures for the period ending~~after December 3115, ~~2025~~2026, and ~~continuing~~interim toreporting ~~provide~~periods ~~the~~beginning ~~pre-ASU~~after December ~~disclosures~~15, ~~for the prior periods~~2027, orand may ~~apply~~be ~~the~~applied ~~amendments~~either ~~retrospectively~~prospectively byor ~~providing~~retrospectively. ~~the~~Early ~~revised~~adoption ~~disclosures~~is ~~for all periods presented~~permitted. WeThe ~~expect~~Company ~~this~~is ~~ASU~~currently toevaluating ~~only~~the impact ~~our~~of ~~disclosures~~adopting ~~with~~this noguidance ~~impacts~~on tothe ~~our~~consolidated ~~results of operations, cash flows, and~~ financial ~~condition~~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 ~~creates~~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~~income of $0.2 3 million and $0.32 million during the three ~~and nine~~ months ended ~~September~~March 3031, 2025 and 2024, 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 nine~~ months ended ~~September~~March 3031, 2025 and March 31, 2024, the Company provided incremental loans to innolectric in the amount of €0.2 million and €0.9 5 million, respectively. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had loans outstanding to innolectric in the aggregate amount of €23.80 million (approximately $3.03 million at the ~~September~~March 3031, ~~2024~~2025 exchange rate) and €2.08 million (approximately $2.19 million at the December 31, ~~2023~~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 ~~sheet~~sheets at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024.

Table of Contents

3. ACQUISITION ~~AND DIVESTITURE~~

~~Agreement~~Acquisition toof ~~Acquire~~ Enercon

On ~~September~~November 1814, 2024, ~~the~~(and ~~Company~~deemed ~~entered~~effective ~~into~~solely afor ~~definitive~~accounting ~~Share~~purposes ~~Purchase Agreement, dated~~ as of ~~September~~November 191, 2024 ~~(the “Enercon Purchase Agreement”~~), ~~with~~the ~~Enercon~~Company ~~Technologies,~~closed ~~Ltd.~~on ~~(“Enercon”),~~its ~~FF3~~acquisition ~~Holdings,~~of ~~L.P.,~~its ~~for~~majority ~~itself~~80% ~~and~~stake asin ~~Sellers’~~Enercon ~~Representative (“FF3”)~~Technologies, ~~and~~Ltd. ~~the other seller parties signatory thereto~~ (~~together with FF3, each a~~ “~~Seller~~Enercon” ~~and collectively, the “Sellers”~~). ~~The Enercon Purchase Agreement provides~~ for ~~Bel’s~~(i) ~~acquisition of~~ a ~~majority~~cash ~~stake~~purchase inprice ~~Enercon from the Sellers based on an enterprise value~~ of $~~400 million. Pursuant to the terms and conditions of the Enercon Purchase Agreement, Bel will acquire an 80% stake upfront for $~~320 million ~~in cash at the closing~~ (subject to customary adjustments), plus (ii) up to $10 million ofin potential earnout payments for the 2025 - 2026 period, ~~with~~ (the ~~intent~~“Earnout toPayments”), ~~purchase~~as ~~the~~further ~~remaining~~described ~~20%~~below by(the ~~early~~“Transaction” ~~2027~~or ~~based~~the on"acquisition"). aBel may ~~put-call~~acquire ~~mechanism~~the toremaining be20% ~~set~~stake ~~forth~~ in ~~shareholders’ agreement to be entered into at closing and subject to the terms and pricing prescribed thereby, which include future EBITDA performance.~~ Enercon ~~is a leading supplier of highly customized power conversion~~ and ~~networking~~has solutions to aerospace and defense markets globally, providing robust and reliable solutions across air, land and sea applications. This acquisition will allow Bel to extend its product portfolio supporting the ~~aerospace~~current ~~and~~intention ~~defense markets~~ to ~~include~~purchase ~~power~~such ~~solutions,~~remaining ~~with~~interest ~~clear~~by ~~potential~~early ~~cross~~2027 ~~selling opportunities~~ in ~~the~~accordance ~~future. Enercon is based in Netanya, Israel~~ with ~~additional~~the ~~facilities in~~terms ~~New Hampshire, U.S.~~ and ~~Haryana,~~subject ~~India. The transaction is expected~~ to ~~close in~~ the ~~fourth quarter of 2024 subject to satisfaction of customary closing~~ conditions. ~~The Company anticipates funding the acquisition~~ of ~~the~~a ~~80%~~shareholders’ ~~stake~~agreement, inwhich ~~Enercon~~was ~~through~~also ~~approximately~~entered ~~$80~~into ~~million of cash~~ on November ~~hand and $240 million of incremental borrowings under its credit facility (see Note 11~~14, ~~"Debt")~~2024. ~~The preceding discussion of the proposed Enercon acquisition contains Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information."~~

~~Divestiture~~At the closing, Bel paid an aggregate of ~~Czech~~approximately ~~Republic~~$325.6 ~~Subsidiary~~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.

OnThe potential Earnout Payments ~~June~~may 1,become ~~2023,~~payable ~~the~~of ~~Company~~up ~~completed~~to ~~its~~$5 ~~divestment~~million offor ~~Bel~~each ~~Stewart~~of ~~s.r.o.,~~the afiscal ~~former~~2025 ~~subsidiary~~and infiscal ~~the~~2026 ~~Czech~~earnout ~~Republic~~periods ~~which~~(each, ~~has~~an ~~historically~~“Earnout ~~been~~Period”), ~~reported~~subject ~~within~~to ~~Bel~~Enercon’s ~~Connectivity~~achievement ~~Solutions~~of ~~segment~~certain specified EBITDA targets for each respective Earnout Period, as calculated and determined in accordance with the Purchase Agreement. ~~The~~In ~~business~~the ~~was~~event ~~sold~~that to(i) ~~PEI~~the ~~Genesis~~target for ~~total~~the ~~consideration~~respective ofEarnout Period has been achieved, the full $5.1 million Earnout Payment for the Earnout Period shall be payable, ~~subject~~or to(ii) ~~working~~achievement ~~capital~~for ~~adjustments.~~the ~~The~~respective ~~divestment~~Earnout Period is at least 90% of ~~this~~the ~~non-core~~target ~~business~~level ~~was~~but aless ~~strategic~~than ~~decision~~100% ~~which~~of ~~allows~~the target level, then the ~~Connectivity~~amount ~~Solutions~~payable ~~segment~~in torespect ~~focus~~of onthe ~~its~~Earnout ~~main~~Payment ~~product~~for ~~categories~~such ~~serving~~Earnout ~~customer~~Period ~~end~~shall ~~markets~~be ~~such~~$2.5 asmillion. ~~commercial~~In ~~air,~~the ~~defense,~~event ~~industrial~~that ~~and~~achievement ~~networking~~for ~~which~~the ~~better~~respective ~~align~~Earnout ~~with~~Period ~~Connectivity's~~is ~~long-term~~less ~~growth~~than ~~objectives~~90% of the target level, no Earnout Payment shall be due for such period.

The ~~carrying~~Company ~~amounts~~incurred ofdid ~~the~~not ~~major~~incur ~~classes~~any acquisition-related ofcosts ~~assets~~associated ~~and~~with ~~liabilities~~the ~~included~~Transaction asduring ~~part~~the ofthree ~~the~~months ~~sale~~ended March ~~were~~31, as2025 ~~follows:~~or March 31, 2024.

	Total
Cash and cash equivalents	$	2,072
Accounts receivable		1,030
Inventories		1,310
Property, plant and equipment		326
Other assets		48
Accounts payable		(441	)
Accrued expenses		(126	)
Income taxes payable		(100	)
Other current liabilities		(13	)
Other long-term liabilities		(23	)
Total net assets transferred		4,083
Consideration received		5,063
Gain on sale recognized	$	980

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		30,522
Total liabilities assumed		51,881
Net identifiable assets acquired		221,765
Goodwill		182,905
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 months ended March 31, 2024 were adjusted to include an estimated non-recurring expense related to a fair value adjustment to acquisition-date inventory of $2.4 million ($1.8 million after tax) during the year ended December 31,2023. 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
	March 31,
	2025		2024
Revenue, net	$	152,238	$	158,805
Net earnings		18,322		18,022
Less: Net earnings attributable to non-controlling interest		448		1,085
Net earnings attributable to Bel Fuse shareholders		17,874		16,937
Earnings per Class A common share - basic and diluted		1.36		1.27
Earnings per Class B common share - basic and diluted		1.43		1.34

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 March 31, 2025, and December 31, 2024 will remain in temporary equity until the applicable put-call option is either fully exercised or expires. At March 31, 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 months ending March 31, 2025 is included in the accompanying condensed consolidated statements of stockholders' 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 September 30, 2024

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Power Solutions and Protection

Connectivity Solutions

Magnetic Solutions

Consolidated

~~Power Solutions and Protection~~

~~Connectivity Solutions~~

~~Magnetic Solutions~~

~~Consolidated~~

By Geographic Region:

North America

3049,~~806~~691

4239,~~414~~155

7,~~335~~425

8096,~~555~~271

~~109,552~~

~~131,678~~

~~20,808~~

~~262,038~~

Europe

1315,~~172~~035

1110,~~422~~613

~~1,315~~674

2526,~~909~~322

~~44,115~~

~~32,100~~

~~3,649~~

~~79,864~~

Asia

418,~~702~~328

~~1,879~~962

10,~~593~~355

1729,~~174~~645

~~13,811~~

~~4,044~~

~~25,176~~

~~43,031~~

4883,~~680~~054

5550,~~715~~730

1918,~~243~~454

~~123~~152,~~638~~238

~~167,478~~

~~167,822~~

~~49,633~~

~~384,933~~

By Sales Channel:

Direct to customer

3264,~~960~~167

3431,~~085~~426

13,~~398~~847

80109,~~443~~440

~~109,357~~

~~104,583~~

~~34,977~~

~~248,917~~

Through distribution

1518,~~720~~887

2119,~~630~~304

54,~~845~~607

4342,~~195~~798

~~58,121~~

~~63,239~~

~~14,656~~

~~136,016~~

4883,~~680~~054

5550,~~715~~730

1918,~~243~~454

~~123~~152,~~638~~238

~~167,478~~

~~167,822~~

~~49,633~~

~~384,933~~

Three Months Ended September 30, 2023

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Power Solutions and Protection

Connectivity Solutions

Magnetic Solutions

Consolidated

~~Power Solutions and Protection~~

~~Connectivity Solutions~~

~~Magnetic Solutions~~

~~Consolidated~~

By Geographic Region:

North America

5539,~~262~~549

4243,~~841~~884

126,~~980~~123

~~111~~89,~~083~~556

~~182,183~~

~~130,086~~

~~34,680~~

~~346,949~~

Europe

1316,~~759~~333

79,~~500~~436

1,~~545~~216

2226,~~804~~985

~~43,266~~

~~25,462~~

~~6,976~~

~~75,704~~

Asia

54,~~841~~365

~~1,430~~965

176,~~524~~219

2411,~~795~~549

~~19,685~~

~~4,462~~

~~53,003~~

~~77,150~~

7460,~~862~~247

5154,~~771~~285

3213,~~049~~558

~~158~~128,~~682~~090

~~245,134~~

~~160,010~~

~~94,659~~

~~499,803~~

By Sales Channel:

Direct to customer

5238,~~507~~825

3134,~~369~~070

259,~~021~~786

~~108~~82,~~897~~681

~~174,143~~

~~101,063~~

~~70,700~~

~~345,906~~

Through distribution

2221,~~355~~422

20,~~402~~215

73,~~028~~772

4945,~~785~~409

~~70,991~~

~~58,947~~

~~23,959~~

~~153,897~~

7460,~~862~~247

5154,~~771~~285

3213,~~049~~558

~~158~~128,~~682~~090

~~245,134~~

~~160,010~~

~~94,659~~

~~499,803~~

Table of Contents

The balances of the Company’s contract assets and contract liabilities at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 are as follows:

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Contract assets - current (unbilled receivables)	$	5,~~312~~594	$	124,~~793~~994
Contract liabilities - current (deferred revenue)	$	25,~~579~~458	$	36,~~046~~120

The change in balance of our unbilled receivables from December 31, ~~2023~~2024 to ~~September~~March 3031, ~~2024~~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, ~~2023~~2024 and ~~September~~March 3031, ~~2024~~2025 primarily ~~relates~~ 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.

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 ~~September~~March 3031, ~~2024~~2025 related to contracts that exceed one year in duration amounted to $1611.63 million, with expected contract expiration dates that range ~~largely~~ from ~~2025~~2026 – ~~2027~~2030. ItBased on the Company's current estimates, it is currently expected that approximately $37.86 million of this aggregate amount will be recognized in ~~2025~~2026, $8.1 .8 million will be recognized in ~~2026~~2027, $0.71 million will be recognized in ~~2027~~each of 2028 and ~~the~~2029, ~~remainder~~and $1.6 million will be recognized in ~~years beyond 2027~~2030. The majority of the Company's orders received (but not yet shipped) at ~~September~~March 3031, ~~2024~~2025 isare 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 nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

Three Months Ended

~~Nine Months Ended~~

September 30,

March 31,

2024

2023

2024

2023

2025

2024

Numerator:

Net earnings

8,080

19,448

42,760

61,795

Net earnings attributable to Bel shareholders

17,874

15,874

Less dividends declared:

Class A

~~125~~127

~~128~~129

~~381~~

~~385~~

Class B

~~715~~737

~~745~~747

~~2,190~~

~~2,235~~

Undistributed earnings

717,~~240~~010

1814,~~575~~998

~~40,189~~

~~59,175~~

Undistributed earnings allocation:

Class A undistributed earnings

12,~~172~~748

2,~~989~~416

~~6,491~~

~~9,522~~

Class B undistributed earnings

614,~~068~~262

1512,~~586~~582

~~33,698~~

~~49,653~~

Total undistributed earnings

717,~~240~~010

1814,~~575~~998

~~40,189~~

~~59,175~~

Net earnings allocation:

Class A net earnings

12,~~297~~875

32,~~117~~545

~~6,872~~

~~9,907~~

Class B net earnings

614,~~783~~999

1613,~~331~~329

~~35,888~~

~~51,888~~

Net earnings

817,~~080~~874

1915,~~448~~874

~~42,760~~

~~61,795~~

Denominator:

Weighted-average shares outstanding:

Class A

2,~~116~~115

2,~~142~~139

~~2,126~~

~~2,142~~

Class B

10,~~434~~457

10,~~636~~610

~~10,512~~

~~10,636~~

Net earnings per share:

Net earnings per share attributable to Bel shareholders:

Class A

01.6136

1.4619

~~3.23~~

~~4.63~~

Class B

01.6543

1.5426

~~3.41~~

~~4.88~~

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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September 30, 2024

March 31, 2025

Carrying value

Fair value

Cash and cash equivalents

Other Current Assets

Cash

7464,~~555~~942

Level 1:

Money market funds

~~58,208~~1

Money market funds (Rabbi Trust)

~~685~~386

Subtotal

~~58,893~~387

~~58,208~~1

~~685~~386

Level 2:

Certificates of deposit and time deposits

32,~~329~~892

3,~~708~~350

~~1,503~~984

1,~~827~~908

Subtotal

32,~~329~~892

3,~~708~~350

~~1,503~~984

1,~~827~~908

Total

~~136~~68,~~777~~221

~~137~~68,~~156~~679

~~134~~65,~~266~~927

2,~~512~~294

December 31, 2023

December 31, 2024

Carrying value

Fair value

Cash and cash equivalents

Other Current Assets

Cash

5766,~~544~~917

Level 1:

Money market funds

~~31,188~~1

Money market funds (Rabbi Trust)

~~303~~566

Subtotal

~~31,491~~567

~~31,188~~1

~~303~~566

Level 2:

Certificates of deposit and time deposits

32,~~629~~938

3,~~926~~348

~~639~~1,335

21,~~990~~602

Subtotal

32,~~629~~938

3,~~926~~348

~~639~~1,335

21,~~990~~602

Total

9270,~~664~~422

9270,~~961~~832

8968,~~371~~253

32,~~293~~168

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~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 $0.74 million at ~~September~~March 3031, ~~2024~~2025 and $0.36 million at December 31, ~~2023~~2024.

Throughout ~~2024~~2025 and ~~2023~~2024, the Company entered into a series of foreign currency forward contracts, the fair values of which were ($0.65) million at ~~September~~March 3031, ~~2024~~2025 and ($01.5 0) million at December 31, ~~2023~~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 $2.51 million at ~~September~~March 3031, ~~2024~~2025 and $42.07 million at December 31, ~~2023~~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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 were as follows:

	Balance Sheet Classification	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
Derivative assets:
Foreign currency forward contracts:
Designated as cash flow hedges	Other current assets	$	93	$	-
Non designated as hedging instruments	Other current assets		-		486
Interest rate swap agreements:
Designated as a cash flow hedge	Other assets		2,478		3,960
Designated as a cash flow hedges	Other assets	$	2,141	$	2,730
Total derivative assets		$	2,~~571~~141	$	42,~~446~~730
Derivative liabilities:
Foreign currency forward contracts:
Designated as cash flow hedges	Other current liabilities	$	-31	$	5116
Not designated as hedging instruments	Other current liabilities		~~728~~425		-919
Total derivative liabilities		$	~~728~~456	$	51,035

~~The~~In ~~Company~~connection ~~does~~with ~~not~~the ~~have~~acquisition ~~any~~of ~~financial~~Enercon ~~assets~~as ~~measured~~further atdescribed ~~fair~~in ~~value~~Note 3, "Acquisition", the sellers are eligible to receive an Earnout Payment based on athe ~~recurring~~achievement ~~basis~~of ~~categorized~~certain asfinancial ~~Level~~metrics 3,for each of the fiscal 2025 and ~~there~~2026 ~~were~~Earnout noPeriods. ~~transfers~~As this contingent consideration will be settled in orcash ~~out~~by ofBel ~~Level~~if 1the related metrics are achieved, ~~Level~~this 2contingent orconsideration ~~Level~~has 3been ~~during~~classified as a liability on the ~~nine~~ ~~months~~accompanying ~~ended~~balance sheets at ~~September~~March 3031, 2025 and December 31, 2024. orThe earnout liabilities were initially recorded at a fair value of $3.3 million at the acquisition date, with subsequent remeasurements to fair value at March 31, 2025 and ~~September~~December 3031, ~~2023~~2024 calculated using Level 3 unobservable inputs. ~~There~~ ~~were~~At March no31, ~~changes~~2025 and December 31, 2024, inputs to the valuation approach for the contingent earnout liabilities include the Company’'s ~~valuation~~forecasted ~~techniques~~Enercon ~~used~~EBITDA to(as defined under the terms of the Purchase Agreement) for each of 2025 and 2026, an estimated EBITDA volatility measure ~~asset~~of 42.6% ~~fair~~and ~~values~~52.1%, onrespectively, an expected term of 2 years and a ~~recurring~~discount orrate ~~nonrecurring~~on ~~basis~~the ~~during~~Earnout Payments of 6.26% and 6.66%, respectively. The fair value of the ~~nine~~ ~~months~~earnout ~~ended~~liabilities as of ~~September~~March 3031, ~~2024 or September~~2025 30and December 31, ~~2023.~~2024 were as follows:

There were no financial assets accounted for at fair value on a nonrecurring basis as of September 30, 2024 or December 31, 2023.

		Level 3
	Balance Sheet Classification	March 31, 2025		December 31, 2024
Contingent Liabilities:
Earnout Payment liability - 2025	Other current liabilities	$	2,425	$	2,041
Earnout Payment liability - 2026	Other long-term liabilities		1,638		1,446
		$	4,063	$	3,487

The change in the fair value of the earnout liabilities noted above from December 31, 2024 to March 31, 2025 of $0.6 million primarily related to the passage of time and a lower discount rate assumed at the March 31, 2025 date. This change in fair value was recorded as other expense within the Other Income, Net caption on the accompanying condensed consolidated statement of operations during the three months ended March 31, 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 three months ended March 31, 2025 or March 31, 2024. There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the three months ended March 31, 2025 or March 31, 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 March 31, 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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the estimated fair value of total debt was $59279.9 6 million atand ~~each~~$ ~~date~~286.6 million, respectively, compared to a carrying amount of $~~60.0~~ 280 million atand ~~each~~$287.5 ~~date~~million, respectively. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of ~~September~~ March 3031, ~~2024~~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 ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 or ~~September~~ March 3031, ~~2023~~2024.

7.	INVENTORIES

The components of inventories are as follows:

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Raw materials	$	5276,~~183~~521	$	6374,~~647~~750
Work in progress		4356,~~986~~594		4253,~~038~~569
Finished goods		2831,~~716~~700		3033,~~855~~051
Inventories	$	~~124~~164,~~885~~815	$	~~136~~161,~~540~~370

8.	PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
Land	$	~~122~~119		$	~~348~~115
Buildings and improvements		1317,~~656~~818			1519,~~286~~385
Machinery and equipment		~~100~~99,~~933~~563			9899,~~527~~747
Construction in progress		3,~~003~~722			15,~~567~~243
		117,714			115,728
		121,222			124,490
Accumulated depreciation		(8073,~~979~~951	)		(7976,~~195~~611	)
Property, plant and equipment, net	$	3647,~~735~~271		$	3647,~~533~~879

Depreciation expense was $23.50 million and $2.23 million, respectively, for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023 and $7.1 million and $6.5 million, respectively, for the nine months ended September 30,~~ 2024 ~~and 2023~~. 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 ~~September~~March 3031, 2025 and December 31, 2024, a total of $1.8 million and $2.1 million, respectively, 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. ~~At December 31, 2023, 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 solely to the buildings in Zhongshan, PRC.~~

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9.	ACCRUED EXPENSES

Accrued expenses consist of the following:

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Salaries, bonuses and related benefits	$	2523,~~238~~114	$	3332,~~566~~478
Deferred revenue		2,579		3,046
Accrued restructuring costs		1,315		5,823
Accrued restructuring costs		4,950		5,498
Sales commissions		2,546		2,616
Sales commissions		2,166		2,347
Warranty accrual		1,374		1,554
Warranty accrual		1,424		1,542
Other		9,435		10,560
Other		5,752		8,658
	$	37,784	$	53,031
	$	42,109	$	54,657

The change in warranty accrual during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 primarily related to repair costs incurred and adjustments to pre-existing warranties. There were no new material warranty charges incurred during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.

Restructuring Activities:

Activity and liability balances related to restructuring costs for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 are as follows:

Nine Months Ended

Three Months Ended

September 30, 2024

March 31, 2025

Liability at

Cash Payments

Liability at

December 31,

New

and Other

~~September~~March 3031,

2023

Charges

Settlements

2024

Charges

Settlements

2025

Severance costs

1,~~551~~276

~~1,219~~228

(~~2,367~~822

)

~~403~~682

Other restructuring costs

34,~~947~~547

~~571~~(3,161

)

29(753

)

~~4,547~~633

Total

5,~~498~~823

1(2,~~790~~933

)

(21,~~338~~575

)

41,~~950~~315

The ~~new charges and ending liability~~ balance ~~noted~~of ~~above~~accrued ~~for~~restructuring ~~severance~~ costs ~~largely~~at March ~~relate~~31, to2025 largely ~~an initiative within our Power segment~~ related to ~~the~~remaining ~~transition~~liabilities ofassociated ~~our~~with ~~fuse~~the ~~operations~~Company's tofacility ~~other~~consolidation ~~existing~~project ~~sites~~in ~~and~~the ~~also~~PRC ~~within~~whereby ~~our~~two ~~Connectivity segment related to the transition~~ of ~~certain manufacturing from~~ our ~~Glen~~Magnetic ~~Rock,~~Solutions ~~Pennsylvania~~manufacturing ~~facility~~sites towere ~~other~~consolidated ~~existing~~into ~~Bel~~a ~~sites.~~single ~~The~~ new ~~charges~~site. During ~~noted~~the ~~above~~first ~~for~~quarter ~~other~~of ~~restructuring~~2025, ~~costs~~the ~~relate~~Company torecorded ~~housing~~a ~~and social insurance costs associated with our fuse restructuring initiative within our Power segment~~$3. ~~The~~2 ~~balances~~million inreversal of other restructuring costs inas ~~the~~a ~~table~~result ~~above as~~ of ~~December~~ ~~31,~~a ~~2023~~non-cash ~~and September~~settlement ~~30,~~of ~~2024~~liabilities ~~largely~~ related to ~~remaining~~this ~~liabilities~~same ~~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~~.

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 and the Mexican peso. 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 $1415.94 million and $2514.82 million as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~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 ~~the~~our ~~Company's~~Credit ~~credit~~Agreement ~~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 ~~effective date of the~~ 2021 Swaps ~~was December 31, 2021, and settlements with the counterparties began on January 31, 2022 and occur on a monthly basis. The 2021 Swaps~~ will terminate on August 31, 2026. In January 2023, and in connection with related changes to ~~its~~our ~~credit~~Credit ~~agreement~~Agreement, ~~the~~we ~~Company~~ 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, ~~the~~we ~~Company~~are is 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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~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 nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 were as follows:

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Net (losses) gains recognized in AOCL:
Net gains (losses) recognized in AOCL:
Foreign currency forward contracts	$	~~223~~29		$	(~~385~~111	)	$	35		$	~~(1,837~~	)
Interest rate swap agreements		(~~892~~124	)		~~698~~955			~~394~~			~~1,641~~
	$	(~~669~~95	)	$	~~313~~844		$	~~429~~		$	~~(196~~	)
Net gains (losses) reclassified from AOCL to the consolidated statement of operations:
Foreign currency forward contracts	$	(5057	)	$	(~~311~~268	)	$	~~(401~~	)	$	~~(197~~	)
Interest rate swap agreements		~~638~~465			~~602~~615			~~1,875~~			~~1,650~~
	$	~~588~~408		$	~~291~~347		$	~~1,474~~		$	~~1,453~~

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 nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~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 nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 were as follows:

		Three Months Ended					~~Nine Months Ended~~
		September 30,					September 30,
		March 31,
	Classification in Consolidated Statements of Operations	~~2024~~2025			~~2023~~2024		~~2024~~		~~2023~~
Foreign currency forward contracts	Other ~~(expense)~~ income, net	$	(13285	)	$	54159	$	~~249~~	$	88
		$	(13285	)	$	54159	$	~~249~~	$	88

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11.

DEBT

The Company has a Credit and Security Agreement with KeyBank National Association (as amended, the "~~Existing~~ Credit Agreement ").or ~~The~~the ~~Existing Credit Agreement provides a $175 million 5-year senior secured revolving credit facility (~~"~~Revolver~~CSA"), with a maximum ~~sublimit~~revolving ofamount ~~up to $10 million available for letters~~ of ~~credit and a sublimit of up to~~ $5325 million ~~available for swing line loans~~. ~~Revolving loans borrowed under the CSA mature on September 1, 2026.~~

At ~~September 30~~ March 31, ~~2024~~2025 and December 31, ~~2023~~2024, outstanding borrowings under the revolver amounted to $60280.0 million atand ~~each~~$287.5 ~~date~~million, respectively. The unused credit available under the credit facility was $~~115~~45 million at ~~each of~~ ~~September 30~~March 31, ~~2024~~2025 and $37.5 million at December 31, ~~2023~~2024. The Company incurred $0.4.2 million and $0.54 million of interest expense during the three months ended ~~September 30,~~March ~~2024 and 2023~~31, ~~respectively,~~ ~~and~~2025 ~~$1.3 million~~ and ~~$2.4 million during the nine months ended September 30,~~ 2024 ~~and September 30~~, ~~2023,~~ respectively, in connection with interest due on its outstanding borrowings under the ~~Existing~~CSA ~~Credit Agreement~~ during each period, including the effects of the 2021 Swaps ~~and~~discussed ~~amortization~~in ofNote ~~deferred financing costs. During January 2023~~10, ~~the~~ ~~Company~~"Derivative ~~amended~~Instruments ~~its~~and ~~Existing~~Hedging ~~Credit Agreement~~ Activities", and ~~related~~amortization ~~2021~~of ~~Swaps~~deferred tofinancing ~~transition the reference rate from LIBOR to SOFR effective January 31, 2023~~costs.

The effective rate of interest for our total outstanding borrowings, including the impact of the 2021 Swaps was 5.26% and 5.47%, respectively, as of March 31, 2025 and December 31, 2024. The interest rate in effect for the fixed-rate portion of our outstanding borrowings ($60 million at ~~September~~ 30each of March 31, ~~2024~~2025 and December 31, ~~2023~~2024) was 2.4784% at each date. ~~Our~~ ~~full~~The ~~debt~~weighted-average ~~balance~~interest atrate ~~each~~in effect for the variable-rate portion of ~~September~~ ~~30,~~our ~~2024~~outstanding ~~and~~borrowings ($220 million at ~~December~~March 31, ~~2023~~2025 ~~was~~and ~~covered~~$227.5 bymillion ~~the~~at December ~~2021 Swaps~~31, as2024) ~~further~~was ~~described~~5.93% inat March ~~Note 10~~31, ~~"Derivative~~2025 ~~Instruments~~ and ~~Hedging Activities"~~6.16% Noat December ~~outstanding~~31, ~~borrowings~~2024, ~~were~~and ~~subject~~consisted toof aSOFR ~~variable~~plus ~~interest~~the ~~rate~~Company’s credit spread at ~~September~~March 3031, ~~2024~~2025 orand December 31, ~~2023~~2024, respectively, as determined per the terms of the CSA.

The ~~Existing~~CSA ~~Credit Agreement~~ contains customary representations and warranties, covenants and events of default. In addition, the ~~Existing~~CSA ~~Credit Agreement~~ 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 ~~Existing~~CSA ~~Credit Agreement~~ 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.

~~Concurrently~~Revolving ~~with~~loans ~~the~~borrowed ~~entry~~under ~~into~~ the ~~Enercon~~Credit ~~Purchase~~ Agreement, ~~Bel~~mature ~~entered into a Commitment Letter, dated~~on September ~~18, 2024~~ ~~(the “Commitment Letter”)~~1, ~~with KeyBank~~2026, ~~Bank of America, N.A. (“BofA”), BMO Bank, N.A. (“BMO”), PNC Bank, National Association (“PNC”) (each of BofA, BMO,~~ and ~~PNC, together with KeyBank,~~ the ~~“Incremental~~commitments ~~Lenders”), KeyBanc Capital Markets Inc. (“KBCM”), PNC Capital Markets LLC (“PNC Capital”), and BofA Securities, Inc. (“BofA Securities”; together~~ with ~~KBCM,~~respect ~~PNC Capital and the Incremental Lenders, the “Commitment Parties”), that provides a commitment, subject~~ to ~~satisfaction of certain conditions and~~ the ~~terms~~revolver aswill ~~agreed~~automatically ~~between~~terminate ~~the~~on ~~Company~~such and the Commitment Parties, to increase the Maximum Revolving Amount available under the Existing Credit Agreement’s revolving credit facility by an aggregate of $150 million (the “Revolving Facility Increase”) to an aggregate amount of $325 milliondate.

~~Among~~At March ~~the~~31, ~~satisfaction of other conditions and deliverables~~2025, the ~~completion~~Company ofwas ~~the~~in ~~Revolving~~compliance ~~Facility~~with ~~Increase~~its ~~will~~debt ~~be subject to the execution and delivery of an amendment to~~covenants, orincluding anits ~~amendment~~most ~~and~~restrictive ~~restatement of~~covenant, the ~~Existing~~Fixed ~~Credit~~Charge ~~Agreement.~~Coverage Ratio.

In connection with Bel’s entry into the Commitment Letter, Bel entered into a Second Amendment Agreement dated September 18, 2024 (the “Second Amendment”) to the Existing Credit Agreement (as amended by the Second Amendment, the “Credit Agreement”). The Second Amendment makes certain amendments to the Existing Credit Agreement, including (i) increasing the cap set forth in Section 2.10(b) (governing “Increase in Commitment”) of the Existing Credit Agreement by $50 million to $150 million, (ii) adding certain customary provisions permitting the use of revolving loans on a limited conditions basis to finance the Enercon acquisition, and (iii) permitting the Enercon acquisition under the Credit Agreement. Except as otherwise specifically provided in the Second Amendment (including with respect to certain amendments which are effective upon and subject to the closing of the Enercon acquisition), the provisions of the Existing Credit Agreement revised by the Second Amendment were amended effective as of the date of the Second Amendment.

At September 30, 2024, the Company was in compliance with its debt covenants, including its most restrictive covenant, the Fixed Charge Coverage Ratio.

12.

INCOME TAXES

The Company's estimated taxable income in future periods is not on a legal entity basis and therefore income tax expense for the interim period is not measured using the annual effective tax rate ("AETR") method. 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 before ~~2020~~2021 and for state examinations before ~~2017~~2018. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before ~~2013~~2014 in Asia and generally ~~2015~~2016 in Europe.

As a result of the expiration of the statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized benefits for tax positions taken regarding previously filed tax returns may change materially from those recorded as liabilities for uncertain tax positions in the Company’s condensed consolidated financial statements at March ~~September 30~~31, ~~2024~~2025. The Company’s liabilities for uncertain tax positions totaled $18.23 million at ~~September~~March 3031, ~~2024~~2025 and $1918.81 million at December 31, ~~2023~~2024, respectively. As of March ~~which~~31, 2025, approximately $21.73 million ~~was~~of the Company’s liabilities for uncertain tax positions are expected to be resolved during the ~~nine~~next twelve months ~~ended September 30, 2024~~ by way of expiration of the related statute of limitations. These ~~remaining~~ 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. During ~~the~~each of ~~nine~~the ~~months~~three-month ~~ended~~periods ~~September~~March 3031, ~~2024~~ 2025 and ~~2023~~2024, the Company recognized $0.~~2 million and~~1 ~~$0.3~~ million, ~~respectively,~~ of interest and penalties in the condensed consolidated statements of operations for each period. The Company has approximately $1.23 million and $21.02 million accrued for the payment of interest and penalties at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively, which is 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 ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 amounted to $0.34 million ~~in each period. The expense for the nine months ended September 30, 2024~~ and ~~2023 amounted to~~ $10.26 million in, ~~each period~~respectively. The Company’s matching contribution is made in the form of Bel Fuse Inc. Class A common stock. As of ~~September~~March 3031, ~~2024~~2025, the plan owned ~~263~~255,~~234and~~197 54and 51,~~592~~942 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 ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 amounted to less than $0.1 million during each period. ~~The expense for the nine months ended September 30, 2024 and 2023 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 $1.3 million at ~~September~~March 3031, ~~2024~~2025 and $1.03 million at December 31, ~~2023~~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 ~~September 30~~March 31, ~~2024~~2025 and ~~2023~~2024 amounted to less than $0.1 million ~~and $0.3 million~~, ~~respectively.~~in ~~The~~each ~~expense for the nine months ended September 30, 2024 and 2023 amounted to $0~~period.2 ~~million and $1.2 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					~~Nine Months Ended~~
	September 30,					September 30,
	March 31,
	2024			2023		2024		2023
	2025			2024
Service cost	$	9871		$	9299	$	~~296~~	$	~~277~~
Interest cost		~~225~~240			~~221~~226		~~677~~		~~664~~
Net amortization		19(35	)		1820		59		53
Net periodic benefit cost	$	~~342~~276		$	~~331~~345	$	~~1,032~~	$	~~994~~

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

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

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
Prior service cost	$	~~153~~113		$	~~212~~132
Net loss		(13,~~336~~248	)		(13,~~336~~303	)
	$	(13,~~183~~135	)	$	(13,~~124~~171	)

14.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 are summarized below:

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
Foreign currency translation adjustment, net of taxes of ($305) at September 30, 2024 and ($276) at December 31, 2023	$	(15,106	)	$	(16,423	)
Foreign currency translation adjustment, net of taxes of ($312) at March 31, 2025 and ($312) at December 31, 2024	$	(23,214	)	$	(21,966	)
Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0 at September 30, 2024 and $0 at December 31, 2023		2,478			3,960
Unrealized gains on interest rate swap cash flow hedge, net of taxes of $0 at March 31, 2025 and $0 at December 31, 2024		2,141			2,729
Unrealized holding gains on marketable securities, net of taxes of ($7) at September 30, 2024 and ($7) at December 31, 2023		20			19
Unrealized holding gains on marketable securities, net of taxes of $0 at March 31, 2025 and ($7) at December 31, 2024		21			21
Unfunded SERP liability, net of taxes of $732 at September 30, 2024 and $718 at December 31, 2023		453			407
Unfunded SERP liability, net of taxes of $1,175 at March 31, 2025 and $1,183 at December 31, 2024		1,961			1,989
Accumulated other comprehensive loss	$	(1219,~~155~~091	)	$	(1217,~~037~~227	)

Changes in accumulated other comprehensive loss by component during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~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, 2023	$	(16,423	)	$	3,960		$	19	$	407			$	(12,037	)
Balance at December 31, 2024	$	(21,966	)	$	2,729		$	21	$	1,989			$	(17,227	)
Other comprehensive (loss) income before reclassifications		~~916~~(1,649	)		~~393~~1,287			1-		92(16	)			~~1,402~~(378	)
Amount reclassified from accumulated other comprehensive loss		401			(1,875	)		-		(4612	)	(a)		(1,~~520~~486	)
Net current period other comprehensive (loss) income		1,317			(1,482	)		1		46				(118	)
Net current period other comprehensive loss		(1,248	)		(588	)		-		(28	)			(1,864	)
Balance at September 30, 2024	$	(15,106	)	$	2,478		$	20	$	453			$	(12,155	)
Balance at March 31, 2025	$	(23,214	)	$	2,141		$	21	$	1,961			$	(19,091	)

(a) This reclassification relates to the amortization of prior service costs and gains/losses associated with the Company's SERP ~~Plan~~. This expense is reflected in other ~~(expense)~~ income, 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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~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 ~~September~~March 3031, ~~2024~~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.

Agreement to Acquire Enercon

On September 18, 2024, the Company entered into a definitive Share Purchase Agreement, dated as of September 19, 2024 (the “Enercon Purchase Agreement”), with Enercon Technologies, Ltd. (“Enercon”), FF3 Holdings, L.P., for itself and as Sellers’ Representative, and the other seller parties signatory thereto. See Note 3, “Acquisition and Divestiture”.

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 September 30, 2024
	Three Months Ended March 31, 2025
	Power Solutions			Connectivity			Magnetic
	and Protection			Solutions			Solutions			Corporate/Other			Total
Revenue	$	48,680		$	55,715		$	19,243		$	-		$	123,638
Net sales	$	83,054		$	50,730		$	18,454		$	-		$	152,238
Gross Profit		19,167			20,405			5,245			(140	)		44,677
Cost of sales		47,712			31,521			13,897			289			93,419
Gross Profit %		39.4	%		36.6	%		27.3	%		nm			36.1	%
Gross profit		35,342			19,209			4,557			(289	)		58,819
Gross profit %		42.6	%		37.9	%		24.7	%		nm			38.6	%
Research and development costs														7,222
Selling, general and administrative expenses														29,507
Restructuring charges														(2,933	)
Interest expense														4,152
Interest income														(275	)
Other income, net														(2,639	)
Earnings before provision for income taxes													$	23,785
Other Segment Disclosures:
Total Assets	$	643,116		$	178,115		$	56,351		$	62,874		$	940,456
Capital Expenditures		1,380			1,283			122			5			2,790
Depreciation and Amortization Expense		4,525			1,765			255			139			6,684
Interest Expense		116			-			-			4,036			4,152

	Three Months Ended September 30, 2023
	Three Months Ended March 31, 2024
	Power Solutions			Connectivity			Magnetic
	and Protection			Solutions			Solutions			Corporate/Other			Total
Revenue	$	74,862		$	51,771		$	32,049		$	-		$	158,682
Net sales	$	60,247		$	54,285		$	13,558		$	-		$	128,090
Gross Profit		31,206			18,510			7,051			(1,302	)		55,465
Cost of sales		33,731			34,668			11,384			229			80,012
Gross Profit %		41.7	%		35.8	%		22.0	%		nm			35.0	%
Gross profit		26,516			19,617			2,174			(229	)		48,078
Gross profit %		44.0	%		36.1	%		16.0	%		nm			37.5	%
Research and development costs														5,215
Selling, general and administrative expenses														24,944
Restructuring charges														65
Interest expense														434
Interest income														(1,115	)
Other income, net														(1,817	)
Earnings before provision for income taxes													$	20,352
Other Segment Disclosures:
Total Assets	$	196,960		$	205,927		$	57,148		$	95,302		$	555,337
Capital Expenditures		754			2,038			136			1			2,929
Depreciation and Amortization Expense		1,686			1,668			208			122			3,684
Interest Expense		147			32			-			255			434

	Nine Months Ended September 30, 2024
	Power Solutions		Connectivity		Magnetic
	and Protection		Solutions		Solutions		Corporate		Total
Revenue		$ 167,478		$ 167,822		$ 49,633		$ -		$ 384,933
Gross Profit		72,419		62,535		11,861		(664)		146,151
Gross Profit %		43.2%		37.3%		23.9%		nm		38.0%

	Nine Months Ended September 30, 2023
	Power Solutions			Connectivity			Magnetic
	and Protection			Solutions			Solutions			Corporate			Total
Revenue	$	245,134		$	160,010		$	94,659		$	-		$	499,803
Gross Profit		92,010			57,218			21,814			(6,376	)		164,666
Gross Profit %		37.5	%		35.8	%		23.0	%		nm			32.9	%

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

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 ~~2023~~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 ~~2023~~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, ~~military, commercial aerospace,~~ transportation and eMobility industries. ~~Our~~Bel's portfolio of products also finds application in the automotive, medical and consumer electronics markets.

We operate through three product group segments. In the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, 4354.6% of our revenues were derived from Power Solutions and Protection, 4433.3% from our Connectivity Solutions and 1312.1% 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, 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.

Recent Developments – Agreement to Acquire Enercon

On September 18, 2024, we entered into a definitive Share Purchase Agreement, dated as of September 19, 2024 (the “Enercon Purchase Agreement”), with Enercon Technologies, Ltd. (“Enercon”), FF3 Holdings, L.P., for itself and as Sellers’ Representative (“FF3”), and the other seller parties signatory thereto (together with FF3, each a “Seller” and collectively, the “Sellers”). The Enercon Purchase Agreement provides for our acquisition of a majority stake in Enercon from the Sellers based on an enterprise value of $400 million. Pursuant to the terms and conditions of the Enercon Purchase Agreement, we will acquire an 80% stake upfront for $320 million in cash at the closing (subject to customary adjustments), plus up to $10 million of potential earnout payments for the 2025-2026 period, with the intent to purchase the remaining 20% by early 2027 based on a put-call mechanism to be set forth in shareholders’ agreement to be entered into at closing and subject to the terms and pricing prescribed thereby, which include future EBITDA performance. 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. This acquisition will allow us to extend our product portfolio supporting the aerospace and defense markets to include power solutions, with clear potential cross selling opportunities in the future. Enercon is based in Netanya, Israel with additional facilities in New Hampshire, U.S. and Haryana, India. The transaction is expected to close in the fourth quarter of 2024 subject to satisfaction of customary closing conditions. The preceding discussion of the proposed Enercon acquisition contains Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information."

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 ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and/or future results include the following:

• ~~Revenues~~Acquisition –of ~~Our~~Enercon ~~revenues~~- inIn ~~the~~November ~~first~~2024, ~~nine~~Bel ~~months~~acquired ofan ~~2024~~80% ~~were~~stake ~~down~~in ~~$114~~Enercon.9 ~~million,~~As ora ~~23.0%~~result, aswe ~~compared~~will tobenefit ~~the~~from ~~same~~a ~~period~~full year of ~~2023.~~Enercon's ~~The~~sales ~~decrease~~in ~~was~~2025 ~~driven~~within byits ~~our~~ Power Solutions and Protection ~~and~~segment. ~~Magnetics~~Enercon ~~Solutions~~is ~~segments~~a ~~and~~global ~~largely~~supplier ~~related~~of topower ~~lower~~supplies ~~demand~~primarily ~~from~~into ~~our~~defense ~~networking~~markets, ~~customers~~ and ~~distribution~~its ~~partners~~sales asand weresults ~~believe~~of ~~they~~operations ~~continue~~may tovary ~~work~~depending ~~through inventory~~ on ~~hand.~~government ~~These~~spending ~~decreases~~on ~~were offset in part by a modest increase in sales at our Connectivity Solutions group, driven by increased sales through our distribution channels and aerospace and~~ defense ~~end markets~~.

• Backlog – Our backlog of orders amounted to $~~287~~395.47 million at ~~September~~March 3031, ~~2024~~2025, aan ~~decrease~~increase of $8514.71 million, or 234%, from December 31, ~~2023~~2024. From year-end ~~2023~~2024 to ~~September~~March 3031, ~~2024~~2025, we ~~saw~~experienced a 337% ~~decrease~~rise in ~~the~~ backlog ~~for~~within our Power Solutions and Protection ~~business,~~segment and a ~~decline in backlog of 17~~9% increase in our Magnetic Solutions ~~business~~segment. ~~and~~This growth was partially offset by a 5% ~~decrease~~decline in backlog ~~level~~within at our Connectivity Solutions ~~business~~segment. ~~While~~Factors ~~order~~that ~~volumes~~could incause ~~general~~the ~~have~~Company ~~been~~to ~~lower~~fail to ship all such orders include unanticipated supply difficulties, changes in ~~recent~~customer ~~quarters~~demand and new customer designs. Due to these factors, webacklog ~~saw~~may ~~the~~not ~~highest~~be ~~booking~~a ~~level~~reliable inindicator of the ~~third~~timing ~~quarter~~ of ~~2024~~future ~~since~~sales. The preceding statements regarding the ~~third~~Company’s ~~quarter~~backlog, including but not limited to estimates and anticipated timing of ~~2023~~shipping, represent 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 Power and Connectivity products ~~have~~are ~~historically~~expected ~~had~~to have 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~~dollar and the Chinese ~~Renminbi~~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 – There has been some stabilization of raw materials pricing since ~~late 2023~~2024; however, overall our cost of materials remains elevated. Supply constraints have eased related to components that constitute raw materials in our manufacturing processes, particularly with capacitors, resistors and ~~copper~~integrated circuits ("IC's"). ~~Lead~~Sharp ~~times~~increases ~~are~~in ~~still~~metal ~~above~~commodity ~~normal~~prices, ~~though~~particularly ~~suppliers~~copper ~~are~~and ~~now~~gold ~~meeting~~over the ~~agreed~~years ~~delivery~~continue ~~deadlines~~to ~~with~~impact ~~more~~cost ~~regularity.~~structures Inand ~~addition,~~supplier ~~COVID~~pricing. ~~remains~~Lead atimes ~~potential~~are ~~supply~~still ~~continuity~~extended ~~risk~~though ~~due~~suppliers toare ~~the~~now ~~unknown~~meeting ~~nature~~the ofagreed ~~future~~delivery ~~outbreaks~~deadlines ~~including~~with ~~potential~~more ~~further variants~~regularity. Additionally, our access to parts or materials, and our ability to contract with suppliers utilized previously, may be limited or prohibited from time to time by trade restrictions or other legal or regulatory enactments. WeOver ~~anticipate~~the ~~continued~~past year, we have experienced downward pressure on our Power sales given trade restrictions on one of our former suppliers previously utilized for this segment, which had historically supported approximately $3 to $4 million per quarter of our sales into the consumer end market. We are ~~currently~~in ~~evaluating~~the process of identifying alternative manufacturing options for the components previously supplied by this manufacturer. To the extent our suppliers in the PRC are negatively impacted by new or amended regulations, any such negative implications could adversely impact our supply chain, including in the form of increased costs, disruptions, shortages or unavailability of product or component parts, and/or other deleterious consequences, which could materially adversely affect our business and operating results. Further, governments may impose tariffs to raise domestic revenue, protect domestic industries or exert political leverage over another country. We are a global organization with a material volume of shipments of raw materials, work in progress and finished goods into and out of the U.S. to and from a number of other countries, including but not limited to the PRC, Israel, Dominican Republic, Mexico, India and throughout Europe. Any new or increase in tariffs imposed 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 could lead to reduced margins or increased prices that could cause decreased customer demand. See "Global Tariffs" below. The preceding discussion of "Pricing and Availability of Materials" contains Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information."

• ~~Labor~~Global ~~Costs~~Tariffs – ~~Labor~~On ~~costs~~April ~~represented~~5, ~~7.8%~~2025, ofthe ~~revenue~~Trump ~~during~~Administration ~~the~~enacted ~~first~~reciprocal ~~nine~~tariffs ~~months~~on ofU.S. ~~2024~~imports asfrom ~~compared~~a tonumber ~~6.5%~~ of ~~revenue~~countries ~~during~~in ~~the~~which ~~same~~Bel’s ~~period~~manufacturing ofsites ~~2023~~and/or suppliers are located. ~~The~~We ~~period-over-period~~currently ~~increase~~estimate, inbased ~~labor~~on ~~costs~~information asavailable atoday ~~percentage~~and ofour sales ~~for~~patterns at the ~~first~~present ~~nine~~time, ~~months~~that approximately 75% of ~~2024~~our ~~was~~global ~~largely~~sales ~~impacted~~are bynot ~~the~~currently ~~retention~~subject ofto athese ~~certain~~newly-enacted ~~level~~U.S. oftariffs ~~direct~~as ~~labor~~the ~~associates~~goods ~~within~~are ~~our~~either ~~Magnetic~~manufactured ~~Solutions~~outside ~~business~~the U.S. and shipped to ~~accommodate~~a customer who is located outside the ~~anticipated~~U.S. ~~rebound~~or the goods are manufactured within ~~this~~the ~~segment~~U.S. Infor ~~addition,~~local ~~effective~~consumption. ~~January~~Of 1,the ~~2024,~~approximately 25% of sales that we estimate are currently subject to the ~~statutory~~new ~~minimum~~tariffs, ~~wage~~the ~~rate~~countries inof ~~Mexico~~origin ~~was~~are ~~increased~~the byPRC 20(approximately10%, ~~impacting~~of ~~labor~~Bel’s ~~costs~~global atsales), ~~our~~Israel ~~Reynosa~~(8%), ~~and~~Slovakia ~~Cananea~~(3%), ~~Mexico~~Dominican ~~factories~~Republic (1.5%), Weand ~~estimate~~other ~~the~~countries ~~additional~~that ~~cost~~each ~~associated~~represent ~~with~~less ~~this~~than ~~increase~~1% ~~will~~of beour ~~approximately~~U.S. $1imports.4 ~~million~~Imports ~~annually~~into the U.S. ~~Also~~from ~~effective~~Mexico ~~January~~are 1,currently ~~2024,~~exempt ~~minimum~~from ~~wage~~tariffs ~~increases~~as ~~which~~our ~~went~~products ~~into~~fall ~~effect~~within atthe ~~our~~scope ~~factory~~of the USMCA agreement as presently in ~~Slovakia~~force and are ~~expected~~therefore tonot ~~result~~included in ~~approximately~~the $0aforementioned 25%.3 ~~million~~We ofare ~~higher~~closely ~~labor~~monitoring ~~costs~~the evolving tariff landscape and are assessing possible alternatives aimed at ~~that~~potentially ~~facility~~mitigating inthe ~~2024~~impact asof ~~compared~~tariffs toon ~~2023~~Bel and our customers. ~~This~~The ~~and~~imposition ~~any~~of ~~future~~tariffs ~~increases~~on our U.S. imports could result in ~~minimum~~reduced ~~wage~~demand ~~rates~~for ~~will~~our ~~have~~products anand/or ~~unfavorable~~higher ~~impact~~material oncosts. ~~Bel's~~Our ~~profit~~future sales and/or gross margins could be impacted as a result. The preceding ~~five~~discussion ~~sentences~~of ~~represent~~“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 8.4% of revenue during the first three months of 2025 as compared to 8.0% of revenue during the first quarter of 2024. The period-over-period increase in labor costs as a percentage of sales for the first three months of 2025 was largely impacted by the retention of a certain level of direct labor associates within our Magnetic Solutions business to accommodate the anticipated rebound within this segment. In addition, beginning January 1, 2025, minimum wage increases went into effect at one of our factories in the PRC and are expected to result in approximately $0.4 million of higher labor costs at that facility in 2025 as compared to 2024. Also commencing January 1, 2025, a 10.7% wage increase went into effect at our factory in Reynosa, Mexico. We estimate the additional cost associated with this increase will be approximately $0.7 million annually. These and any future increases in minimum wage rates will have an unfavorable impact on Bel's profit margins. The preceding five sentences represent contain Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information."

•

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."

• ~~Restructuring~~Impact of Foreign Currency – InAs ~~late~~further ~~2023~~described below, weduring ~~initiated~~the athree ~~restructuring~~months ~~initiative~~ended ~~within~~March ~~our~~31, ~~Connectivity~~2025, ~~segment~~labor ~~related~~and tooverhead ~~the~~costs ~~transition~~were of$0.6 ~~certain~~million ~~manufacturing~~lower ~~from~~than ~~our~~the ~~Glen~~corresponding ~~Rock,~~2024 ~~Pennsylvania~~period ~~facility~~primarily due to ~~other~~a ~~existing~~favorable ~~Bel~~foreign ~~sites~~exchange ~~(the~~environment ~~“Glen~~involving ~~Rock~~the ~~initiative”).~~Chinese ~~During~~renminbi, the ~~third~~euro ~~quarter~~and ofthe ~~2024~~Mexican peso, wepartially ~~initiated~~offset aby ~~restructuring~~unfavorable ~~initiative~~foreign ~~within~~exchange ~~our~~fluctuations ~~Power~~attributable ~~segment~~to ~~related~~the Israeli shekel as compared to the ~~transition~~prior ofyear ~~our~~period. ~~fuse~~We ~~manufacturing~~realized toforeign ~~other~~exchange ~~existing~~transactional ~~sites~~gain (of $4.3 million during the ~~"Fuse~~three ~~initiative").~~months Inended ~~addition~~March 31, 2025, due to the ~~Fuse~~fluctuation ~~initiative~~of ~~and~~ the ~~Glen~~spot ~~Rock~~rates ~~initiative,~~of ~~the~~certain ~~Company~~currencies ~~also~~in ~~implemented~~effect ~~headcount~~when ~~reductions~~translating ~~within~~ our ~~Magnetics~~balance ~~segment~~sheet inaccounts ~~response~~at toMarch ~~the~~31, ~~lower~~2025 ~~sales~~versus ~~volume~~those in ~~recent~~effect ~~quarters~~at ~~within~~December ~~that~~31, ~~segment~~2024. InSince ~~connection~~we ~~with~~are ~~these~~a ~~initiatives~~U.S. domiciled company, ~~the~~we ~~Company~~translate ~~incurred~~our ~~$1.1~~foreign ~~million~~currency-denominated ~~and~~financial $1results into U.8S. ~~million~~dollars. ~~during~~Due to the ~~three~~changes ~~and~~in ~~nine~~the ~~months~~value ~~ended~~of ~~September~~foreign ~~30,~~currencies ~~2024,~~relative ~~respectively~~to the U.S. dollar, ~~which~~translating ~~primarily~~our ~~consisted~~financial ofresults ~~severance~~and ~~costs.~~the ~~The~~revaluation ~~Glen~~of ~~Rock~~certain ~~initiative~~intercompany isas ~~expected~~well as third-party transactions to beand ~~complete~~from byforeign ~~the~~currencies ~~end~~to ofU.S. ~~2024~~dollars atmay result in a ~~total~~favorable ~~cost~~or unfavorable impact to ~~implement~~our consolidated statements of ~~$0.6~~operations ~~million~~and ~~(almost~~cash ~~all~~flows. ofWe ~~which~~were ~~was~~favorably ~~incurred~~impacted ~~during~~by ~~the~~transactional ~~nine~~foreign ~~months~~exchange ~~ended~~gains ~~September~~in ~~30,~~the ~~2024).~~first ~~Annual~~three ~~cost~~months ~~savings~~of ~~related~~2025 due to the ~~Glen~~depreciation ~~Rock~~of ~~initiative~~the ~~are~~Chinese ~~estimated~~renminbi, ateuro, ~~$2.5~~and ~~million~~Mexican ~~(of~~peso ~~this~~against ~~initial~~the ~~annualized~~U.S. ~~amount~~dollar, ~~$1.5~~as ~~million~~compared isto ~~expected~~exchange torates bein ~~realized~~effect ~~throughout~~during 2024,. ~~with~~We ~~the~~have ~~incremental~~significant ~~$1.0~~manufacturing ~~million~~operations tolocated bein ~~realized~~ in ~~2025).~~the ~~The~~PRC, ~~Fuse~~Mexico ~~initiative~~and isIsrael ~~expected~~where tolabor beand ~~complete~~overhead bycosts ~~the~~are ~~end~~paid ofin ~~the~~local ~~first~~currency. ~~quarter~~As ofa ~~2025~~result, atthe aU.S. ~~total~~dollar ~~cost~~equivalent tocosts ~~implement~~ of ~~$4.2~~these ~~million~~operations ~~(of~~were ~~which~~approximately $0.2 million ~~was~~lower ~~incurred~~ in the ~~third~~PRC, ~~quarter~~$0.5 ofmillion ~~2024~~lower in Mexico, and $20.1 million islower ~~expected~~in toEurope, belargely ~~incurred~~offset inby ~~the~~higher ~~fourth~~costs ~~quarter~~in Israel of ~~2024~~approximately $0.2 million, ~~with~~in the ~~balance~~three tomonths beended ~~incurred~~March in31, ~~early~~ 2025). ~~Annual~~as ~~cost~~compared ~~savings related~~ to the ~~Fuse~~comparable ~~initiative~~period ~~are~~in ~~estimated at $1~~2024.5 ~~million~~We ~~and~~monitor ~~are~~changes ~~expected~~in toforeign becurrencies ~~realized~~and ~~beginning~~have inhistorically ~~the~~implemented ~~second~~foreign ~~quarter~~currency offorward ~~2025.~~contracts, ~~The~~and ~~Company~~may ~~will~~ continue to ~~review~~implement ~~its~~pricing ~~operations~~actions to ~~optimize~~help mitigate the ~~business,~~impact ~~which~~that ~~may~~changes ~~result~~ in ~~restructuring~~foreign ~~costs~~currencies ~~being~~may ~~recognized~~have inon ~~future~~our ~~periods~~consolidated operating results. The preceding ~~statements~~sentence ~~about~~represents ~~restructuring~~a ~~initiatives, including our projections and estimates, represent~~ Forward-Looking ~~Statements~~Statement. See "Cautionary Notice Regarding Forward-Looking Information."

• Impact of Foreign Currency – As further described below, during the nine months ended September 30, 2024, labor and overhead costs were $0.7 million lower than the corresponding 2023 period primarily due to a favorable foreign exchange environment involving the Chinese Renminbi, as compared to the prior year period. We realized foreign exchange transactional loss of $1.3 million during the nine months ended September 30, 2024, due to the fluctuation of the spot rates of certain currencies in effect when translating our balance sheet accounts at September 30, 2024 versus those in effect at December 31, 2023. Since we are a U.S. domiciled company, we translate our foreign currency-denominated financial results into U.S. dollars. Due to the changes in the value of foreign currencies relative to the U.S. dollar, translating our financial results and the revaluation of certain intercompany as well as third-party transactions to and from foreign currencies to U.S. dollars may result in a favorable or unfavorable impact to our consolidated statements of operations and cash flows. We were favorably impacted by transactional foreign exchange gains in the first nine months of 2024 due to the depreciation of the Chinese Renminbi against the U.S. dollar, as compared to exchange rates in effect during 2023. We have significant manufacturing operations located in in the PRC where labor and overhead costs are paid in local currency. As a result, the U.S. Dollar equivalent costs of these operations were approximately $0.7 million lower in the PRC, in the nine months ended September 30, 2024 as compared to the comparable period in 2023. We monitor changes in foreign currencies and have historically implemented foreign currency forward contracts, and may continue to implement pricing actions to help mitigate the impact that changes in foreign currencies may have on our consolidated operating results. The preceding sentence represents a Forward-Looking Statement. 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 nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 were as follows:

	Three Months Ended										~~Nine Months Ended~~
	September 30,										September 30,
	March 31,
	Revenue				Gross Margin						~~Revenue~~				~~Gross Margin~~
	2024		2023		2024			2023			2024		2023		2024			2023
	2025		2024		2025			2024
Power solutions and protection	$	4883,~~680~~054	$	7460,~~862~~247		3942.46	%		4144.70	%	$	~~167,478~~	$	~~245,134~~		~~43.2~~	%		~~37.5~~	%
Connectivity solutions		5550,~~715~~730		5154,~~771~~285		3637.69	%		3536.81	%		~~167,822~~		~~160,010~~		~~37.3~~	%		~~35.8~~	%
Magnetic solutions		1918,~~243~~454		3213,~~049~~558		2724.37	%		2216.0	%		~~49,633~~		~~94,659~~		~~23.9~~	%		~~23.0~~	%
	$	~~123~~152,~~638~~238	$	~~158~~128,~~682~~090		3638.16	%		3537.05	%	$	~~384,933~~	$	~~499,803~~		~~38.0~~	%		~~32.9~~	%

Power Solutions and Protection:

Sales of our Power Solutions and Protection products were ~~lower~~ higher by $2622.~~2 million~~8 ~~(35.0%) and $77.7~~ million (3137.79%) ~~during the three and nine months ended September 30, 2024, respectively, as compared to the same periods of 2023~~. ~~The~~Power ~~decrease resulted primarily from a decline in~~ sales ofinto ~~our~~aerospace ~~power~~and ~~products~~defense ~~into networking~~ applications ofcontributed $1532.94 million ~~(52.0%)~~ during ~~the~~in ~~third quarter of 2024 and $49.1 million (49.1%) during~~ the ~~nine~~three months ended ~~September~~March 3031, 2025, ~~2024~~a asnew ~~compared~~end tomarket ~~the~~within ~~same~~Bel’s ~~periods~~power ofsegment ~~2023.~~which ~~Sales~~did ofnot ~~our~~exist ~~CUI products were down by $6.1 million (50.5%) and $17.2 million (41.7%)~~ during the ~~three~~first ~~and~~quarter ~~nine months~~of ~~ended September 30,~~ 2024,. ~~respectively~~Further, assales ~~compared to the same periods of 2023. Sales of products~~ into ~~the~~AI ~~eMobility~~applications ~~end~~increased ~~market decreased~~ by $3.38 million , and ~~$9.0~~sales ~~million,~~of ~~and~~ our circuit protection products ~~declined~~increased by $0.27 million ~~and $2.3 million~~ during the ~~third quarter and nine~~ three months ended ~~September~~March 3031, ~~2024~~ 2025, ~~respectively,~~ compared to the ~~corresponding~~same ~~periods~~ period of ~~2023~~2024. These ~~areas~~favorable ofcontributions ~~decline~~ were partially offset by alower ~~$2.6~~sales ~~million~~in networking ~~and~~applications of $94.18 million, ~~increase~~other inindustrial ~~sales~~applications of ~~our~~$3.7 ~~rail~~million, ~~products~~consumer ~~during~~applications ~~the~~of ~~third~~$2.8 ~~quarter~~million, railway applications of $1.5 million, and ~~nine~~eMobility ~~months~~applications ~~ended~~of ~~September~~$1.6 ~~30, 2024,~~million ~~respectively,~~as compared to the ~~same~~first ~~periods~~quarter of ~~2023~~2024.

Our gross margin for the Power segment declined in the ~~third~~first quarter of ~~2024~~2025, compared to the same period of ~~2023~~2024 ~~due~~as ~~to lower~~the ~~sales~~first ~~and~~quarter an2024 ~~unfavorable~~included ~~shift~~non-recurring initems ~~product~~which ~~mix.~~were ~~This~~at ~~decline~~100% ~~was~~gross ~~result~~margin of(i.e. ~~lower~~cancellation ~~sales~~fees). ~~volume,~~This decline was partially offset ~~with~~by ~~the~~a favorable exchange ~~rates~~rate fluctuation with the Chinese ~~Renminbi~~renminbi versus the U.S. dollar.

Connectivity Solutions:

Sales of our Connectivity Solutions products ~~increased~~decreased by $3.96 million (7.6~~%) and $7~~.~~8 million (4.9~~5%) during the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2024~~2025, ~~respectively,~~ as compared to the ~~same~~first ~~period of~~quarter ~~2023~~of 2024. This ~~increase~~decrease was primarily due to ~~increased~~declines ~~volume~~ of ~~Connectivity~~$1.7 ~~Solutions~~million ~~products~~(11.8%) ~~sold~~in ~~through~~the ~~our~~commercial ~~distribution~~aerospace ~~channels~~end market, ~~providing incremental growth of~~ $10.28 million (620.15%) ~~during~~ in the ~~third~~industrial market ~~quarter~~ and $40.3 9 million (74.35%) ~~during~~of lower sales through the distribution ~~nine-month~~channel ~~period~~during the quarter ended ~~September 30~~March 31, ~~2024~~2025, as compared to the same ~~periods~~ period of ~~2023~~2024. ~~Sales~~These declines were partially offset by higher sales of Connectivity products into the military end market ~~grew~~of $01.54 million (113.52%) during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, as compared to the ~~same~~first ~~period~~ quarter of ~~2023~~2024. Gross margins for the ~~2024~~2025 ~~periods~~period ~~presented~~as ~~above~~compared ~~were~~to ~~favorably impacted by pricing actions on certain contract renewals and operational efficiencies from~~ the ~~facility~~2024 ~~consolidations~~period ~~completed~~were infavorably ~~2023,~~impacted ~~partially offset~~ by ~~higher~~favorable ~~wage rates in Mexico and an unfavorable~~ fluctuation in exchange rates between the U.S. dollar and Mexican peso, and inoperational efficiencies from the ~~2024~~facility ~~periods~~consolidations ascompleted ~~compared~~in ~~to the 2023 periods presented~~2024.

Magnetic Solutions:

Sales of our Magnetic Solutions products ~~declined~~increased by $124.89 million (4036.01%) ~~and $45.0 million (47.6%)~~ during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, ~~respectively,~~ as compared to the same ~~periods~~ period of ~~2023~~2024. ~~Reduced~~Demand ~~demand~~ for our Magnetic Solutions products from our networking customers and through our distribution channels has been the primary driver of the ~~lower~~sales ~~demand as we believe by these customers~~increase. ~~continue~~Recent tofacility ~~work~~consolidations ~~through~~in ~~inventory~~the onPRC, ~~hand.~~diligent ~~The~~cost ~~lower~~management, ~~sales~~product ~~volume~~mix, ~~partially offset by~~ and a favorable exchange ~~rates~~ rate with the Chinese ~~Renminbi~~renminbi versus the U.S. dollar, were the primary drivers of gross margin ~~reduction~~improvement for this product group during the first ~~nine~~three months of ~~2024~~2025 as compared to the ~~same~~first ~~period~~quarter of ~~2023~~2024.

Cost of Sales

Cost of sales as a percentage of revenue for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 consisted of the following:

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Material costs		3129.74	%		4028.51	%		~~29.2~~	%		~~41.8~~	%
Labor costs		7.8.4	%		68.20	%		~~7.8~~	%		~~6.5~~	%
Other expenses		2423.46	%		1826.3	%		~~25.0~~	%		~~18.8~~	%
Total cost of sales		6361.94	%		6562.05	%		~~62.0~~	%		~~67.1~~	%

Material costs as a percentage of sales during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 were ~~lower~~higher compared to the ~~same~~first ~~periods~~quarter of ~~2023~~2024, due to a shift in ~~production~~product mix, accompanying the ~~stabilization~~increase in sales of ~~raw~~our ~~material~~Power ~~pricing~~products, ~~shorter~~which ~~lead~~generally ~~times,~~have ~~and~~a ~~better~~higher ~~procurement~~material ~~efforts~~content. Labor costs in the ~~2024~~2025 ~~periods~~ period as a percentage of sales have increased compared to the ~~each of the~~ ~~third quarter and~~ first ~~nine months~~ quarter of ~~2023~~2024 due to ~~lower~~the ~~sales~~increase ~~volume, a shift~~ in ~~product~~sales ~~mix, an unfavorable fluctuation~~ of ~~the~~our ~~Mexican~~labor-intensive ~~Peso~~Magnetic ~~exchange~~products ~~rate~~during ~~versus~~ the ~~U.S.~~2025 ~~Dollar~~quarter incoupled ~~2024~~with ~~compared to~~ the ~~previous year, and the~~ increase in ~~statutory~~ minimum wage ~~rate~~rates indescribed ~~Mexico.~~above, ~~This increase in labor cost was~~ partially offset by favorable ~~lower~~fluctuations ~~labor costs~~ in ~~China due to~~ the ~~favorable~~Chinese ~~fluctuation~~renminbi inand ~~the~~Mexican ~~Chinese~~peso ~~Renminbi~~ exchange ~~rate~~rates versus the U.S. ~~Dollar~~dollar.

The other expenses noted in the table above include fixed cost items such as support labor and fringe, depreciation and amortization, and facility costs (rent, utilities, insurance). ~~The~~While our legacy expenses remained relatively steady, the period-over-period percentage of other expenses as a cost of sales has ~~increased~~decreased during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 relative to the corresponding ~~2023~~2024 ~~periods~~period, due to the ~~lower~~ higher sales volume in the ~~2024~~2025 ~~periods~~ period presented as compared to the same ~~periods~~ period of ~~2023~~2024.

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Research and Development ("R&D") Expense

R&D expense ~~remained relatively steady and~~ amounted to $57.42 million and $5.32 million during the three months ended ~~September 30~~March 31, ~~2024~~2025 and ~~2023~~2024, respectively ~~and $16~~.7 ~~million~~The ~~and~~increase ~~$16.5~~was ~~million~~largely ~~for~~due to the ~~nine-month~~inclusion ~~periods~~of ~~ended September~~Enercon’s 30R&D expenses, ~~2024~~which ~~and~~amounted ~~2023,~~to ~~respectively~~$1. 7 million in the first quarter of 2025.

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

SG&A expenses were $2629.75 million for the ~~third~~first quarter of ~~2024~~2025, an increase from $2324.79 million in the ~~third~~first quarter of ~~2023~~2024. ~~This~~ The increase ~~in SG&A~~ was ~~largely~~primarily ~~the~~driven ~~result of~~by aEnercon ~~$4.3~~SG&A ~~million~~expenses ~~increase~~which inamounted ~~professional fees related~~ to ~~the acquisition of Enercon expected to close in the fourth quarter of 2024. Salaries and fringe benefits also increased by~~ $06.70 million. ~~and~~This ~~there~~overall ~~was an~~ increase ~~of $0.4 million~~ in aSG&A ~~variety of other~~ expenses, ~~including~~was ~~amortization,~~partially ~~advertising and travel. These increases were largely~~ offset by ~~lower variable~~a ~~organizational compensation by~~ $01.74 million ~~and~~reduction ~~lower~~in ~~business~~Legacy-Bel ~~promotion~~related ~~expenses~~to ofan adjustment in ~~$0.3~~variable ~~million~~compensation in the ~~third~~first quarter of ~~2024~~2025 as compared to the ~~third~~first quarter of ~~2023 due to the lower sales base in the~~ 2024 ~~period~~.

~~SG&A~~Interest expenses were $75.8 million for the first nine months of 2024, up from $74.1 million in the same period of 2023. This increase in SG&A was largely the result of a $4.3 million increase in professional fees related to the acquisition of Enercon, offset by a $3.7 million decline in legal fees largely due to costs associated with the aforementioned MPS patent infringement lawsuit further described in Note 15, "Commitments and Contingencies", which did not recur in the first nine months of 2024. Salaries and fringe benefits increased by of $2.8 million and there was also an increase of $0.4 million in a variety of other expenses, including amortization, advertising and travel in the first nine months of 2024 as compared to same period of 2023. These increases were offset by a decline of $1.3 million in commissions and a $0.5 million decline in business promotion expenses during the nine months ended September 30 2024, as compared to the same period of 2023 due to the lower sales base in the 2024 period. Expense

~~Other~~The Company incurred interest expense of $4.2 million and $0.4 million in the three months ended March 31, 2025 and 2024, respectively. The increase of $3.8 million from the first quarter ended March 31, 2024 was primarily due to the higher level of outstanding borrowings under the Company's Credit Agreement due to the Enercon acquisition (~~Expense~~see Note 3, “Acquisition” for additional details). ~~Income~~See "Liquidity and Capital Resources", ~~Net~~below, and Note 11, "Debt" for further information on the Company's outstanding debt.

~~Other~~Interest (expense) income, net was ($1.3) million and ($0.1) million for the three months ended September 30, 2024 and 2023, respectively. The year-over-year change within this line item was largely driven by the market fluctuations in our SERP investments which resulted in a gain of $0.5 million and loss of $0.5 million during the three months ended September 30, 2024 and 2023, respectively. The Company also recorded losses of $0.2 million and $0.3 million associated with its investment in innolectric during the third quarters of 2024 and 2023, respectively. We also realized foreign exchange transactional losses of $1.6 million during the three-month period ended September 30, 2024 versus a gain of $0.2 million for the same period in 2023 due to the fluctuation of the spot rates of certain currencies in effect when translating our balance sheet accounts at September 30, versus those in effect at June 30, of each year. Income

~~Other~~The ~~(expense)~~Company ~~income,~~earned ~~net~~interest ~~was~~income ~~less~~of ~~than~~ $0.~~1 million and ($0.~~3) million ~~for the nine months ended September 30, 2024 and 2023, respectively. The year-over-year change within this line item was largely driven by the market fluctuations~~ in ~~our SERP investments which resulted in a gain of $1.3 million during~~ the ~~nine~~first three months ended ~~September~~March 3031, ~~2024~~2025, ~~and~~ a ~~gain of~~ $0.38 million ~~during the same period~~ ~~in 2023.~~decline ~~The Company~~compared ~~also~~to ~~recorded $0.3 million of loss associated with its investment in innolectric during~~ the ~~nine~~first ~~months~~quarter ~~ended September 30, 2024. We also realized foreign exchange transactional losses~~ of ~~$1.3~~ ~~million during the nine months ended September 30,~~ 2024, primarily related due to ~~the~~lower ~~fluctuation of~~investments ~~the spot rates of certain currencies~~ in ~~effect when translating our balance sheet accounts at September 30, 2024 versus those in effect at December 31, 2023~~U. ~~This compares to foreign exchange transactional losses of $0~~S.1 ~~million~~Treasury ~~recorded~~Bills during the ~~nine~~2025 ~~months~~period ~~ended~~compared ~~September~~to ~~30, 2023~~the 2024 period.

Other Income, Net

Other income, net was $2.6 million and $1.8 million for the three months ended March 31, 2025 and 2024, respectively. The year-over-year change within this line item was largely driven by the market fluctuations in our SERP investments which resulted in a gain of $0.3 million and loss of $0.6 million during the three months ended March 31, 2025 and 2024, respectively. The Company also recorded income of $0.3 million and $0.2 million associated with its investment in innolectric during the first quarters of 2025 and 2024, respectively. We also realized foreign exchange transactional gains of $4.3 million and $0.6 million during the three-month periods ended March 31, 2025 and 2024, respectively, due to the fluctuation of the spot rates of certain currencies in effect when translating our balance sheet accounts at March 31 each year versus those in effect at December 31.

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 ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was $35.15 million and $4.35 million, respectively. The Company’s earnings before income taxes for the three months ended ~~September~~March 3031, ~~2024,~~ 2025 were $123.64 million ~~lower~~higher when compared with the ~~same~~first ~~period~~quarter ~~in 2023~~of 2024, primarily attributable to aan ~~decrease~~increase in income from ~~all~~the ofEurope ~~the~~and Asia regions, offset by a decrease in the North America region. The Company’s effective tax rate was 2723.80% and 1822.20% for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. ~~The~~Our ~~change in the effective~~ tax rate ~~during~~for the ~~three~~first ~~months~~quarter ~~ended~~of ~~September~~2025 ~~30,~~remained ~~2024~~relatively asconsistent compared to the ~~same~~first ~~period~~quarter inof ~~2023~~2024, isaffected ~~primarily~~by ~~attributable~~rates ~~to an increase~~ in ~~tax~~foreign ~~expense~~jurisdictions ~~relating~~and ~~to prior period accruals, as well as a decrease in~~ the ~~tax~~relative ~~benefit~~amounts ~~relating to the reversal~~ of ~~uncertain~~income ~~tax~~earned ~~positions~~in ~~resulting~~those ~~from the expiration of certain statute of limitations~~jurisdictions. See Note 12, “Income Taxes”.

The provision for income taxes for the nine months ended September 30, 2024 and 2023 was $11.7 million and $8.0 million, respectively. The Company’s earnings before income taxes for the nine months ended September 30, 2024, were approximately $15.4 million lower when compared with the same period in 2023, primarily attributable to decrease in income from the North America and Asia regions, partially offset by an increase in the Europe region. The Company’s effective tax rate was 21.4% and 11.5% for the nine months ended September 30, 2024 and 2023, respectively. The change in the effective tax rate during the nine months ended September 30, 2024 as compared to the same period in 2023, is primarily attributable to an increase in tax expense relating to valuation allowances and prior period accruals as well as a decrease in the tax benefit relating to the reversal of uncertain tax positions resulting from the expiration of certain statute of limitations. See Note 12, “Income Taxes”.

Liquidity and Capital Resources

Our principal sources of liquidity include $~~134~~65.39 million of cash and cash equivalents at ~~September~~March 3031, ~~2024~~2025, $291.5 0 million of held to maturity investments in U.S. Treasury securities, 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 ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, our cash and cash equivalents ~~increased~~decreased by $442.9 3 million. This ~~increase~~decrease was primarily due to the following:

• net ~~cash~~repayments ~~provided~~of bylong-term ~~operating~~debt ~~activities~~ of $~~65.~~7.5 million; ~~and~~ • ~~proceeds~~dividend ~~from~~payments ~~held to maturity securities~~ of $~~139~~0.38 million; ~~partially~~and ~~offset by:~~ • purchases of ~~held~~property, toplant ~~maturity~~ and ~~marketable~~equipment ~~securities~~ of $~~131~~2.38 million; •partially ~~purchases~~offset ofby ~~common stock under our Repurchase Program of $16.1 million;~~ • ~~purchases~~net ofcash ~~property,~~provided ~~plant~~by ~~and~~operating ~~equipment~~activities of $78.91 million~~; and • dividend payments of $2~~.~~5 million.~~

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, our accounts receivable decreased by $8.4 2 million due to the lower sales volume of the legacy-Bel business in the ~~third~~first quarter of 2025 as compared to the fourth quarter of 2024. Days sales outstanding (DSO) was 57 61 days at ~~September~~March 3031, ~~2024~~2025 and 5568 days at December 31, ~~2023~~2024. Inventory ~~decreased~~increased by $122.35 million at ~~September~~March 3031, ~~2024~~2025 compared to December 31, ~~2023~~2024, asprimarily ~~component~~driven ~~availability~~by ~~has~~an ~~started~~increase toin ~~ease~~raw materials and wework ~~have~~in ~~worked~~progress, topartially offset ~~consume~~by ~~our~~a ~~inventory~~decline onin ~~hand~~finished goods. Inventory turns were 2.61 at each ~~September~~March 3031, ~~2024~~2025 asand ~~compared to 3.1 at~~ December 31, ~~2023~~2024.

Cash and cash equivalents, held to maturity U.S. Treasury securities and accounts receivable comprised approximately 4118.01% and 3619.90% of our total assets at ~~September~~March 3031, ~~2024~~2025 and at December 31, ~~2023~~2024, respectively. Our current ratio (i.e., the ratio of current assets to current liabilities) ~~was4~~was 3.03 to 1 at ~~September~~March 3031, ~~2024~~2025 and 32.49 to 1 at December 31, ~~2023~~2024. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, $5044.56 million and $4048.9 4 million, respectively (or 3868% and 4671%, respectively), of our cash and cash equivalents was held by our foreign subsidiaries. We repatriated $11 5.5 million from outside of the U.S. during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~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, held to maturity investments in U.S. Treasury securities 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, ~~2023~~2024. ~~Other~~There than cash requirements arising from the Enercon acquisition pursuant to the Enercon Purchase Agreement expected to close in the fourth quarter of 2024 as described in the immediately following paragraph, there were no material changes to our future cash requirements during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.

In September 2024, the Company entered into the Enercon Purchase Agreement, as further described above in "Recent Developments - Agreement to Acquire Enercon". The transaction is expected to close during the fourth quarter of 2024 subject to satisfaction of customary closing conditions. The Company anticipates funding the acquisition of the 80% stake in Enercon through approximately $80 million of cash on hand and $240 million of incremental borrowings under its credit facility. Pursuant to the terms and conditions of the Enercon Purchase Agreement, there is $10 million of potential earnout payments for the 2025-2026 period, with the intent to purchase the remaining 20% by early 2027 based on a put-call mechanism to be set forth in shareholders’ agreement to be entered into at closing and subject to the terms and pricing prescribed thereby, which include future EBITDA performance.

Credit Facility

In ~~September~~The ~~2021,~~Company wehad ~~entered~~$45 ~~into~~million ~~the~~of ~~Existing~~available ~~Credit~~borrowings ~~Agreement~~under its revolving credit facility at March 31, 2025, as further described below and in Note 11, "Debt". ~~During~~ ~~January~~There ~~2023,~~are weno ~~amended~~mandatory ~~the~~principal ~~Existing~~payments ~~Credit~~due ~~Agreement~~on ~~and~~the ~~related~~credit ~~interest~~facility ~~rate~~borrowings ~~swap~~during ~~agreements~~2025. toThe ~~transition~~current ~~the~~balance ~~reference~~of ~~rate~~$280 ~~from~~million ~~LIBOR~~is todue aupon ~~Secured~~expiration ~~Overnight~~of ~~Financing~~the ~~Rate~~credit ~~("SOFR")~~facility ~~effective~~on ~~January~~September 311, ~~2023~~2026. ~~The~~Anticipated ~~Existing~~interest ~~Credit~~payments ~~Agreement~~due ~~contains~~amount ~~customary~~to ~~representations~~$23.9 ~~and warranties~~million, ~~covenants and events~~ of ~~default~~which $12.6 Inmillion ~~addition,~~is ~~the~~expected ~~Existing~~to ~~Credit~~be ~~Agreement~~paid ~~contains~~in ~~financial~~2025 ~~covenants~~based ~~that~~on ~~measure~~our ~~(i) the~~debt ~~ratio~~balance ofand ~~our total~~interest ~~funded~~rate ~~indebtedness,~~in onplace aat ~~consolidated~~March ~~basis~~31, ~~less~~2024. At ~~the~~March ~~aggregate~~31, ~~amount~~2025, ofwe ~~all~~were ~~unencumbered~~in ~~cash~~compliance ~~and~~with ~~cash~~our ~~equivalents~~debt covenants, toincluding the ~~amount~~most ofrestrictive ~~our~~covenant, ~~consolidated EBITDA (“Leverage Ratio”) and (ii)~~ the ~~ratio of the amount of our consolidated EBITDA to our consolidated fixed charges (“~~Fixed Charge Coverage Ratio”). IfThe anunused ~~event~~credit ofavailable ~~default occurs, the lenders~~ under the ~~Existing~~credit ~~Credit~~facility ~~Agreement~~at March ~~would~~31, be2025 ~~entitled~~was to$45.0 ~~take~~million, ~~various~~all ~~actions,~~of ~~including~~which we had the ~~acceleration~~ability ofto ~~amounts~~borrow ~~due~~without ~~thereunder~~violating ~~and~~our ~~all~~Leverage ~~actions~~Ratio ~~permitted~~covenant tobased beon ~~taken~~our byexisting aconsolidated ~~secured creditor~~EBITDA.

Concurrently with the entry into the Enercon Purchase Agreement, Bel entered into a Commitment Letter, dated September 18, 2024, as further described in Note 11, to increase the Maximum Revolving Amount available under the Existing Credit Agreement’s revolving credit facility by an aggregate of $150 million to an aggregate amount of $325 million.

Among the satisfaction of other conditions and deliverables, the completion of the Revolving Facility Increase will be subject to the execution and delivery of an amendment to, or an amendment and restatement of, the Existing Credit Agreement.

In connection with Bel’s entry into the Commitment Letter, on September 18, 2024, Bel entered into a Second Amendment which makes certain amendments to the Existing Credit Agreement, including (i) increasing the cap set forth in Section 2.10(b) (governing “Increase in Commitment”) of the Existing Credit Agreement by $50 million to $150 million, (ii) adding certain customary provisions permitting the use of revolving loans on a limited conditions basis to finance the Enercon acquisition, and (iii) permitting the Enercon acquisition under the Credit Agreement.

At September 30, 2024, 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 September 30, 2024 was $115.0 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, ~~2023~~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 ~~2023~~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, ~~and~~ 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~~Credit ~~agreement~~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, ~~2023~~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, ~~2023~~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 ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. Refer to Item 7A7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024 for further discussion of market risks.

Item 4. ~~Controls and Procedures~~

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~~information ~~factors~~presented ~~described~~ below, ~~supplement~~supplements 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, ~~2023~~2024. The risk ~~factors~~ factor 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, ~~2023~~2024, should be carefully considered before making an investment decision. ~~These~~The risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as supplemented by the information presented below, 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, 2023, 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.

~~The~~Changes ~~Enercon~~in ~~Purchase~~global ~~Agreement~~tariff ~~includes~~policies ~~a number of closing conditions~~ and, ifinternational ~~these~~trade ~~conditions~~relations ~~are~~could ~~not~~materially ~~satisfied, the Enercon Purchase Agreement may be terminated in accordance with its terms~~ and ~~the~~adversely ~~acquisition~~affect ~~may~~our ~~not~~global ~~be completed. We may fail to consummate the proposed Enercon acquisition~~business, ~~may~~financial ~~not~~condition ~~consummate~~and ~~the~~result ~~proposed~~of ~~acquisition on expected terms, or may not achieve the expected benefits~~operations.

InThe ~~September~~current ~~2024,~~global wetariff ~~entered~~environment ~~into~~remains ~~the~~highly ~~definitive~~volatile, ~~Enercon~~particularly ~~Purchase Agreement~~ with ~~the~~respect ~~Sellers~~ to ~~acquire~~tariffs animposed ~~80% stake in Enercon upfront at the closing, with the intent to purchase the remaining 20% interest in Enercon by early 2027 based~~ on agoods ~~put-call~~imported ~~mechanism to be set forth in shareholders’ agreement to be entered~~ into ~~at closing. It is currently anticipated that~~ the ~~acquisition of the 80% interest pursuant to the Enercon Purchase Agreement will be completed in the fourth quarter of 2024~~U. ~~However, completion of the proposed Enercon acquisition is subject to satisfaction of customary closing conditions, including applicable regulatory approvals~~S. ~~Until~~Ongoing ~~all~~trade ~~such~~tensions ~~closing conditions are satisfied or waived, the possible timing~~ and ~~likelihood~~retaliatory oftariffs ~~completion~~have ofcreated ~~the~~uncertainty ~~proposed~~related Enercon acquisition are uncertain, and, accordingly, there can be no assurance that the Enercon acquisition will be completed on the expected terms, on the anticipated timing or at all. The Enercon Purchase Agreement may also be terminated prior to the ~~consummation~~cost of ~~the~~materials, ~~transaction~~components ~~by the mutual written consent of Bel~~ and ~~the~~finished ~~Sellers~~goods ~~and~~critical ~~in certain other circumstances, including a termination right by either Bel or the Sellers, subject~~ to ~~certain~~our ~~terms~~operations. ~~and~~Increased ~~conditions,~~tariffs ~~if the Closing has not occurred~~ on orimports ~~prior~~could tosignificantly ~~the~~raise ~~date~~our ~~six~~cost ~~months following execution~~ of ~~the~~goods ~~Enercon~~sold, ~~Purchase~~disrupt ~~Agreement. We~~supply ~~may experience unanticipated difficulties~~chains, ~~delays, and expenditures relating to the proposed Enercon acquisition. Any~~ delay inproduct ~~consummation~~availability ~~of the Enercon acquisition may result in greater transaction costs~~ and ~~professional~~negatively ~~fees~~impact ~~incurred~~customer bydemand ~~us.~~due ~~In addition, even if the proposed acquisition of the majority 80% stake in Enercon is completed pursuant~~ to ~~the~~higher ~~Enercon Purchase Agreement, there can be no assurances that we will complete the acquisition of the remaining 20% interest in Enercon by early 2027 as intended~~prices.

~~Our~~As ~~efforts~~of ~~to complete~~ the ~~Enercon~~time ~~acquisition~~of ~~could~~this ~~cause~~filing, ~~substantial~~the ~~disruptions in our business~~U.S. Agovernment ~~substantial~~has ~~amount~~imposed tariffs of ~~our~~approximately ~~management’s~~150% ~~attention~~on isimports ~~being~~from ~~directed~~China ~~towards~~and ~~the~~tariffs ~~completion~~ of ~~the~~10% ~~Enercon~~on ~~acquisition~~imports ~~and~~from ~~such~~most ~~distraction~~other ~~could~~countries. ~~affect~~We ~~our~~currently ~~management’s~~estimate ~~ability~~based toon ~~service~~information ~~our~~available ~~existing~~as ~~business,~~of ~~pursue~~the ~~other~~time ~~business~~of ~~opportunities~~this orfiling ~~could~~and ~~otherwise adversely affect~~ our ~~business.~~sales ~~The~~patterns ~~announcement,~~at ~~pendency,~~the ~~and~~present ~~efforts~~time tothat ~~implement~~approximately ~~the~~25% ~~acquisition~~of ~~may disrupt~~ our ~~and~~consolidated ~~Enercon’s~~global ~~plans,~~sales ~~operations~~are ~~and~~subject ~~relationships~~to ~~with~~these ~~customers~~newly-enacted tariffs, ~~suppliers,~~with ~~distributors,~~approximately ~~business~~10% ~~partners~~of ~~and~~our ~~regulators,~~products ~~and~~being ~~can~~sourced ~~cause~~from ~~potential~~or ~~difficulties~~manufactured in ~~employee retention~~China.

IfAs ~~consummated,~~a ~~the~~result ~~success~~ of the ~~Enercon~~current ~~acquisition~~tariffs ~~will depend,~~ in ~~significant~~place ~~part,~~ on ~~our~~imports ~~ability~~from toChina, ~~successfully~~certain ~~integrate~~of ~~the~~our ~~acquired~~customers ~~business,~~have ~~establish~~requested ~~and~~a ~~maintain~~pause ~~good~~on ~~relationships~~any ~~with~~shipments ~~new~~from ~~and~~China ~~existing~~into ~~customers,~~the ~~suppliers,~~U.S. ~~and~~while ~~other~~the ~~business~~supply ~~partners,~~chain ~~grow~~awaits ~~the~~additional ~~revenue~~clarity ofon the ~~consolidated~~longer-term ~~company~~tariff ~~and~~policy ~~realize~~with China. If the ~~anticipated~~current ~~strategic~~environment ~~benefits~~is prolonged and ~~synergies.~~if ~~The~~customers ~~combination~~continue ofto ~~businesses~~pause isor areduce ~~complex,~~shipments ~~costly~~from ~~and~~China ~~time-consuming~~due ~~process.~~to Asconcerns aover ~~result~~the tariffs, weit ~~expect~~could lead to ~~devote~~disruptions ~~significant~~in ~~management~~our ~~attention~~supply ~~and~~chain, ~~resources~~decreased ~~prior~~customer todemand, ~~closing~~or todelays ~~prepare~~in ~~for~~the ~~integration,~~delivery ~~and~~of weour ~~expect~~products. toThis ~~devote~~may ~~significant~~result ~~management~~in ~~attention~~a reduction in revenue and ~~resources~~potential ~~post-closing~~difficulty toin ~~integrate~~maintaining ~~the~~market ~~business~~share ~~practices~~in ~~and~~the ~~operations~~impacted segments. ~~The~~Furthermore, ~~integration~~prolonged ~~process~~tariff-related ~~may~~uncertainty ~~disrupt~~could ~~the~~impact ~~businesses~~our ~~and,~~customers’ ifbuying ~~implemented ineffectively~~behavior, ~~would~~as ~~impair~~they ~~the~~may ~~realization~~seek ofalternative ~~the~~suppliers ~~full~~or ~~expected~~adjust ~~benefits~~their purchasing patterns. ~~The~~There ~~anticipated~~is ~~opportunities~~no incertainty ~~terms~~and ofthere ~~potential~~can ~~growth~~be ~~and~~no ~~expansion~~assurances ~~offered~~that ~~by,~~trade ~~and~~relations between the ~~anticipated~~U.S. ~~benefits~~and ~~of,~~China (or between the ~~Enercon~~U.S. ~~acquisition~~and ~~may~~any ~~not~~other becountries) ~~realized~~will ~~fully~~improve, orthat atthe ~~all,~~current ortariff ~~may~~policy ~~take~~will ~~longer~~change toin ~~realize~~a ~~than~~manner wemore ~~expect.~~favorable ~~Actual~~to ~~operating~~us, ~~strategic~~that ~~and~~additional ~~revenue~~clarity ~~opportunities,~~on ifthe ~~achieved~~tariff atsituation ~~all~~will be obtained, ~~may~~or bethat ~~less~~the ~~significant~~present ~~than~~uncertainty wein ~~expect~~the ormarkets ~~may~~surrounding ~~take~~tariffs ~~longer~~will tobe ~~achieve~~resolved, ~~than~~in ~~anticipated.~~each Ifcase weon ~~are~~any ~~not~~particular ~~able~~timeframe toor ~~achieve~~at all, and the continuation of these ~~objectives~~tariffs, ~~and~~as ~~realize~~well ~~the~~as ~~anticipated~~any ~~benefits~~new ~~and~~or ~~synergies~~increased ~~expected~~tariffs, ~~from~~together ~~the~~with ~~Enercon~~continuing ~~acquisition~~uncertainty ~~within~~in atariff ~~reasonable~~policies ~~time,~~and ~~our~~international ~~business~~trade relations, ~~financial~~may ~~condition~~materially and ~~operating~~adversely affect our financial results, ~~may~~operations beand ~~materially~~ability ~~adversely~~to ~~affected~~meet customer demand.

WeOur ~~may~~efforts ~~face~~to ~~risks~~mitigate ~~related~~the toimpact ~~conducting~~of ~~business~~tariffs, insuch ~~Israel~~as ~~following~~negotiating ~~the~~with ~~Enercon acquisition~~suppliers, asadjusting ~~conditions~~pricing inor ~~Israel~~sourcing components and products from alternate markets may ~~materially~~not ~~and~~be ~~adversely~~successful ~~affect~~or ~~Enercon’s~~may ~~business~~require significant time and asresources. As a result, the ~~business~~prolonged continuation of ~~consolidated~~the ~~Bel~~current global tariff environment could materially and adversely affect our business, financial condition and operating results.

If we successfully complete the acquisition of a majority stake in Enercon, we may be subject to, and possibly adversely affected by, risks related to conducting business in Israel. Enercon, the target of our proposed Enercon acquisition in which we will acquire an upfront 80% stake at the closing expected to occur in fourth quarter of 2024 and intend to acquire the remaining 20% interest by early 2027, is based in Netanya, Israel with additional facilities in New Hampshire, U.S. and Haryana, India. Enercon has approximately 300 employees located in Israel.

Companies based in or operating in, or having a significant number of employees located in Israel, may be more susceptible to political and economic instability. Political, economic and military conditions in Israel may directly affect their business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighbors. In October 2023, Hamas conducted several terrorist attacks in Israel resulting in ongoing war across the country, forcing the closure of many businesses in Israel for several days. In addition, there continue to be hostilities between Israel and Hezbollah in Lebanon and Hamas in the Gaza Strip, both of which resulted in rockets being fired into Israel, causing casualties and disruption of economic activities. In early 2023, there were a number of changes proposed to the political system in Israel by the current government which, if implemented as planned, could lead to large-scale protests and additional uncertainty, negatively impacting the operating environment in Israel. Uprisings in various countries in the Middle East over the last few years have also affected the political stability of those countries and have led to a decline in the regional security situation. Such instability may also lead to deterioration in the political and trade relationships that exist between Israel and these countries. Any armed conflicts, terrorist activities or political instability involving Israel or other countries in the region, as well as any interruption or curtailment of trade between Israel and its present trading partners, could adversely affect the business, results of operations, financial condition, cash flows and prospects of Enercon, and of consolidated Bel following the closing of the Enercon acquisition. In addition, any of these events or circumstances involving Israel or the region prior to the closing of the Enercon acquisition may delay or prevent the closing of the proposed Enercon acquisition.

A number of countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continue or intensify. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods based on policies promulgated by the Israeli Government. Such boycotts, particularly if they become more widespread, may adversely impact Enercon’s business or our business.

The operations of the Enercon business could also be disrupted by the absence for significant periods of one or more key employees or a significant number of other employees because of military service. Enercon’s employees in Israel may be obligated to perform military reserve duty, and in certain emergency circumstances, employees may be called to immediate and unlimited active duty in the Israeli armed forces.

Demand in Enercon’s end markets can be cyclical, impacting the demand for its products, and Enercon’s business could be materially adversely affected by reductions in defense spending.

Enercon, in which we intend to acquire a majority stake pursuant to the Enercon Purchase Agreement, is a leading supplier of highly customized power conversion and networking solutions to aerospace and defense markets globally. For full fiscal year 2024, an estimated 93% and 7% of Enercon’s projected revenue is attributable to the defense and aerospace end markets, respectively. Demand in Enercon’s end-use markets can be sensitive to general economic conditions, competitive influences, and fluctuations in inventory levels throughout the supply chain. Enercon’s sales are sensitive to the market conditions present in the industries in which the ultimate consumers of its products operate, which in some cases have been highly cyclical and subject to substantial downturns.

As a result of the high correlation to government spending on defense and budgeting, Enercon has experienced, and in the future, it may experience, significant fluctuations in sales and results of operations with respect to a substantial portion of our total product offering, and such fluctuations could be material and adverse to our overall financial condition, results of operations and liquidity.

Because certain of Enercon’s products are used in a variety of land, air and sea defense applications, Enercon derives a substantial portion of its revenue from the defense industry. For full fiscal year 2024, an estimated 93% of Enercon’s projected revenue is derived from customers in the defense industry. Although many of the programs under which Enercon sells products to prime U.S. and Israeli government contractors extend several years, they are subject to annual funding through governmental appropriations. While spending authorizations for defense-related programs by the U.S. and Israeli governments have increased in recent years, these spending levels may not be sustainable and could significantly decline. Future levels of expenditures, authorizations, and appropriations for programs Enercon supports may decrease or shift to programs in areas where Enercon does not currently provide services. Changes in spending authorizations, appropriations, and budgetary priorities could also occur due to a shift in the number, and intensity, of potential and ongoing conflicts, shifts in spending priorities from national defense as a result of competing demands for government funds, or other factors. Enercon’s business prospects, financial condition or operating results could be materially harmed among other causes by the following: 1) budgetary constraints affecting U.S. and/or Israeli government spending generally, or specific departments or agencies in particular, and changes in available funding; 2) changes in government programs or requirements; and 3) a prolonged government shutdown and other potential delays in the appropriations process.

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

~~Issuer~~On ~~Purchases~~February 21, 2024, the Company’s Board of ~~Equity~~Directors ~~Securities~~authorized and the Company publicly announced a $25.0 million share repurchase program (1the “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 available 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. 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 March 31, 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 months ended March 31, 2025. Approximately $2.1 million of Class A shares and $6.9 million of Class B shares are yet to be purchased under this program.

The following table summarizes the activity related to repurchases of our equity securities during the quarter ended September 30, 2024 pursuant to the Repurchase Program (as defined below):

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (dollars in thousands)
July 1, 2024 – July 31, 2024		5,726 (Class A) 20,921 (Class B)		$83.41 (Class A) $66.92 (Class B)		5,726 (Class A) 20,921 (Class B)		$2,093 (Class A) $6,854 (Class B)
August 1, 2024 – August 31, 2024		- (Class A) - (Class B)		$- (Class A) $- (Class B)		- (Class A) - (Class B)		$2,093 (Class A) $6,854 (Class B)
September 1, 2024 – September 30, 2024		- (Class A) - (Class B)		$- (Class A) $- (Class B)		- (Class A) - (Class B)		$2,093 (Class A) $6,854 (Class B)
Total		5,726 (Class A) 20,921 (Class B)		$83.41 (Class A) $66.92 (Class B)		5,726 (Class A) 20,921 (Class B)		$2,093 (Class A) $6,854 (Class B)

(1) 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 available 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. 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.

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 ~~September~~March 3031, ~~2024~~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.

Other Information

The discussion captioned “Overview – Key Factors Affecting our Business – Restructuring,” as set forth in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” above, is hereby incorporated by reference into this Part II, Item 5, of this Quarterly Report on Form 10-Q.

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Item 6. Exhibits
Exhibits:
2.1	Share Purchase Agreement, dated as of September 19, 2024, by and among Bel Fuse Inc., Enercon Technologies Ltd., and the Shareholders of Enercon Technologies Ltd.† (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2024).
10.1	Amended and Restated Employment Agreement, dated as of February 3, 2025, by and between Bel Fuse Inc. and Farouq Tuweiq, is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 7, 2025.
10.1	Form of Shareholders’ Agreement, by and among Bel Fuse Inc., FF3 Holdings, L.P., and Enercon Technologies Ltd.† (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2024).
10.2	Letter Agreement Regarding Transition Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein, is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 7, 2025.
10.2	Second Amendment Agreement, dated September 18, 2024, 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 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2024).
10.3	Letter Agreement Regarding Non-Executive Chairman Services, dated as of February 3, 2025, by and between Bel Fuse Inc. and Daniel Bernstein, is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 7, 2025.
10.3	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 and Second Amendment Agreement dated as of September 18, 2024), 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 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2024).
10.4	Israeli Appendix to the Bel Fuse Inc. 2020 Equity Compensation Plan, is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 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.

† 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: October 29, 2024	By:	/s/ Daniel Bernstein
Date: May 1, 2025	By:	/s/ Daniel Bernstein
		Daniel Bernstein
		President and Chief Executive Officer (Principal Executive Officer)
Date: October 29, 2024	By:	/s/ Farouq Tuweiq
Date: May 1, 2025	By:	/s/ Farouq Tuweiq
		Farouq Tuweiq
		Chief Financial Officer (Principal Financial Officer)

Filing Compare · BEL FUSE INC /NJ