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false 0000729580 0000729580 2025-06-30 2025-06-30 0000729580 belfb:ClassACommonStockCustomMember 2025-06-30 2025-06-30 0000729580 belfb:ClassBCommonStockCustomMember 2025-06-30 2025-06-30
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): July 24, 2025
 
BEL FUSE INC.
(Exact Name of Registrant as Specified in its Charter)
 
New Jersey
 
0-11676
 
22-1463699
(State of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
300 Executive Drive, Suite 300, West Orange, New Jersey
 
07052
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code:  (201) 432-0463
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
 
☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
 


 
Item 2.02.  Results of Operations and Financial Condition.
 
On July 24, 2025, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and six month ended June 30, 2025.  A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
 
On July 23, 2025, the Board of Directors of the Company (the "Board") of Bel Fuse Inc. (the "Company") adopted and approved, based on the recommendation of the Audit Committee of the Board, certain amendments to the Company’s Code of Ethics that applies to all directors, officers and employees of the Company (the "Code" or the "Code of Ethics"). The existing Code was updated by further clarifying certain of the Code’s provisions regarding compliance with applicable governmental laws, rules, and regulations as well as Company policies and procedures.
 
The foregoing summary of the amendments to the Code is qualified in its entirety by the full text of the amended and restated Code of Ethics, adopted and effective July 23, 2025, which is attached hereto as Exhibit 14.1, and is incorporated herein by reference. The updated Code of Ethics will also be posted in the “Investors” section of the Company’s website, www.belfuse.com, under Corporate Governance as soon as practicable.
 
Item 9.01.   Financial Statements and Exhibits.
 
(d) Exhibits
 
14.1 Bel Fuse Inc. Code of Ethics
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 


 
SIGNATURE
 
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 hereunto duly authorized.
 
Date: July 24, 2025
 BEL FUSE INC.
 
 (Registrant)
 
 
 
 
By:  
 /s/ Farouq Tuweiq
 
Farouq Tuweiq
 
President and Chief Executive Officer
 


 
EXHIBIT INDEX
 
 
 
Exhibit No.
 
 
Description
 
 
         
14.1   Bel Fuse Inc. Code of Ethics    
 99.1
 
 
 
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)    
 
 
EX-14.1 2 ex_839271.htm EXHIBIT 14.1 HTML Editor

 

Exhibit 14.1

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Bel Fuse Inc.
Code of Ethics

Adopted February 11, 2004

Updated October 24, 2007

Updated February 9, 2011

Updated July 28, 2015

Updated November 1, 2017

Updated November 1, 2018

Updated August 1, 2019

Updated July 28, 2021

Updated August 3, 2024

Updated July 23, 2025

 



 

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Table of Contents

   
     

INTRODUCTION

 

1

RESPONSIBILITIES TO SHAREHOLDERS

 

2

Financial Integrity

 

2

Anti-Money Laundering

 

2

Insider Trading

 

2

Antitrust Activities

 

3

CONFLICTS OF INTEREST

 

4

RESPONSIBILITIES TO BEL

 

5

Business Opportunities

 

5

Company Resources

 

5

Intellectual Property

 

5

Equal Opportunity

 

6

Non-Harassment

 

6

Health & Safety

 

6

Alcohol & Drugs

 

7

Privacy of Information

 

7

RESPONSIBILITIES TO CONSUMERS

 

7

Product Quality

 

7

Authenticity of Component Parts

 

8

Sales, Marketing & Advertisement

 

8

RESPONSIBILITIES TO BUSINESS PARTNERS

 

8

Contractors & Suppliers

 

8

Gifts & Entertainment

 

8

RESPONSIBILITIES TO OUR COMMUNITIES

 

9

Environmental Protection

 

9

Responsible Sourcing of Minerals

 

10

News Media Inquiries

 

10

Public Activities

 

10

Anti-Corruption Compliance

 

11

Trade Controls & Sanctions Compliance

 

12

REPORTING VIOLATIONS

 

12

ETHICS & COMPLIANCE CHECKLIST

 

13

WAIVERS

 

13

 

-i-



 

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INTRODUCTION

 

At Bel Fuse Inc. (“Bel”), our values guide everything we do. Bel is committed to conducting business in accordance with the highest ethical and legal standards and has created an environment where open and honest communication is the expectation, not the exception. Failing to do so puts Bel’s name, reputation for integrity and business at risk. Bel holds its associates to this standard and offers the same in return. While Bel strives to achieve market leadership and business success, achieving results through unethical business practices is not tolerated.

 

Bel’s Code of Ethics & Business Responsibilities (this “Code of Ethics” or this “Code”) reinforces Bel’s commitment to the highest ethical and legal standards as set forth by Bel’s business practices. This Code provides each associate, officer and member of the Board of Directors of Bel, as well as Bel’s affiliated and subsidiary companies, suppliers, contractors, and other business partners, with guidance and perspective in understanding business ethics at Bel. Each associate, officer and member of the Board of Directors of Bel, as well as Bel’s affiliated and subsidiary companies, is subject to this Code. More than just a description of business standards, this Code is the centerpiece of Bel’s corporate-wide compliance program. While some of its language may change to reflect the constantly evolving marketplace, this Code’s basic principle-Bel’s integrity-has not and will not change.  This Code was created to ensure that Bel’s associates, officers, directors, suppliers, contractors, and partners follow Bel’s commitment to customer satisfaction in accordance with ethical and legal standards, guided by this basic, unchanging principle of integrity.

 

This Code is designed to guide and help identify activities and behaviors that are appropriate in conducting business. Overall, the purpose of our Code is to deter wrongdoing and promote:

 

 

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

Full, fair, accurate, timely and understandable disclosure in reports and documents that Bel files with, or submits to, the Securities and Exchange Commission (SEC) and in other public communications;

 

Compliance with applicable governmental laws, rules and regulations;

 

Protection of Bel’s assets, including corporate opportunities and confidential information;

 

Fair dealing practices;

 

Prompt internal reporting of Code violations to an appropriate person or persons identified in this Code of Ethics; and

 

Accountability for adherence to this Code of Ethics.

 

No code of conduct can spell out the appropriate moral conduct and ethical behavior for every situation. In the final analysis, you must rely on your own good business judgment.

 

All directors, officers and associates are required to be familiar with this Code, comply with its provisions and report any suspected violations as described below in the section titled “Reporting Violations.”

 

 

1

 

 

Compliance with all applicable government laws, rules and regulations, as well as this Code and Bel’s business practices, will be strictly enforced. If you fail to comply with such laws, rules and regulations, this Code or Bel’s business practices, you will be subject to disciplinary action, up to and including termination of employment.

 

 

RESPONSIBILITIES TO SHAREHOLDERS

 

Bel is committed to advancing the long-term interests of its shareholders and to protecting and improving the value of their investment by observing the highest standards of ethical and legal conduct in all business dealings. Bel provides accurate, timely and understandable reports and documents to the Securities and Exchange Commission (SEC), the National Association of Securities Dealers Automated Quotations, Inc. (NASDAQ) and other regulators, as well as in other public communications. Bel conducts its operations in accordance with accepted principles of good corporate governance.

 

FINANCIAL INTEGRITY

 

Bel requires honest and accurate recording and reporting of financial information in order to make responsible business decisions. All financial books, records and accounts must accurately reflect transactions and events and conform to generally accepted accounting principles and to Bel’s system of internal controls.

 

Examples of unethical financial or accounting practices include:

 

 

Making false entries that intentionally hide or disguise the true nature of any transaction

 

Improperly accelerating or deferring the recording of expenses or revenues to achieve financial results or goals

 

Maintaining any undisclosed or unrecorded funds or “off the book” assets

 

Establishing or maintaining improper, misleading, incomplete, or fraudulent account documentation or financial reporting

 

Processing a sale or shipping product prior to receipt of a valid, customer-supplied purchase order

 

Making any payment for purposes other than those described in documents supporting the payment

 

Signing any documents believed to be inaccurate or untruthful

 

ANTI-MONEY LAUNDERING

 

Money laundering refers to actions that attempt to legitimize, channel, or conceal the origins of illegally obtained money. Bel prohibits all forms of money laundering, including knowingly facilitating or assisting in doing so, and complies with all anti-money laundering laws. Bel associates must undertake "know your customer" due diligence procedures with prospective business partners in order to detect any suspicious or unusual payments, circumstances, or entities that may pose a money laundering risk. Bel associates must immediately notify their supervisor of any such concerns.

 

INSIDER TRADING

 

It is illegal to buy or sell securities (either personally or on behalf of others) on the basis of material, nonpublic information. It is also illegal to communicate (i.e., to “tip”) material, nonpublic information to others so that they may buy or sell securities on the basis of that information. If you know material, nonpublic information about Bel or any other company, including contractors, customers, suppliers or business partners, you are prohibited from trading (directly or indirectly) or tipping others to trade in the securities of that company.

 

2

 

Material, nonpublic information is factual information that a reasonable investor would want to know before making an investment decision. Examples of material, nonpublic information include:

 

 

Quarterly or annual financial results

 

Financial forecasts

 

Significant financial developments

 

Possible mergers, acquisitions, joint ventures or divestitures

 

Significant product developments

 

These prohibitions continue for as long as the information you know remains material and nonpublic. Anyone who gives such nonpublic information to others may be subject to disciplinary action, up to and including termination of employment, as well as potential criminal prosecution. Guidance on questions about specific transactions should be obtained from Bel’s senior management in advance of the transaction.

 

ANTITRUST ACTIVITIES

 

The free enterprise system rests on the proposition that free and open competition is the best way to ensure an adequate supply of goods and services at reasonable prices. The antitrust laws of the U.S. are intended to protect and promote vigorous and fair competition.

 

No matter what position you hold, you must adhere strictly to U. S. antitrust laws and to all laws governing competition in any country in which Bel does business. Violation of antitrust laws can result in severe civil and criminal penalties, including imprisonment for individuals, and Bel can be subjected to substantial fines and damage awards.

 

The following agreements, arrangements or understandings with competitors, whether oral or in writing, must not occur:

 

 

Agreements to fix prices or boycott specified suppliers or customers

 

Agreements to allocate products, territories or markets

 

Agreements to exchange competitively sensitive information, especially prices

 

Agreements that limit the production or sale of product

 

Contacts with competitors are sensitive and risky, since courts can infer an agreement or collusion from such contacts when they are followed by common action or behavior. In contacts with competitors, you must not discuss:

 

 

Prices

 

Trade allowances or rebates

 

Costs

 

Competition

 

Marketing plans or studies

 

Production plans and capabilities

 

Any other confidential information

 

3

 

In addition, you must not help competitors exchange this type of information by sharing one supplier’s pricing or cost information with another supplier.

 

You should consult with Bel’s senior management when planning to contact a competitor. If any competitor initiates a discussion involving the subjects above, you must immediately excuse yourself from the conversation and immediately report the matter to Bel’s senior management.

 

Bel’s customers are free to establish their own resale prices for Bel products. While you may suggest or recommend resale prices, you must not take coercive action to require customers to comply with such suggestions or recommendations.

 

You should obtain advice from Bel’s senior management before engaging in any conduct or practice that may involve antitrust laws.

 

 

CONFLICTS OF INTEREST

 

Integrity in a business relationship means that all participants are working together for the common good and are not making decisions based on self-interest. You have a responsibility to avoid situations and relationships that involve actual or potential conflicts of interest. If you act, or appear to be acting, in your own self-interest, you may lose the trust of customers, consumers and business partners, and Bel’s reputation may be damaged.

 

Generally, a conflict of interest arises whenever an associate’s personal or financial interests differ from his or her responsibilities to Bel or from Bel’s best interest. In some cases, the activities of a spouse, domestic partner or an immediate family member can also create a conflict of interest. Put another way, a conflict of interest is created whenever an activity, association or relationship might impair independent exercise of judgment in Bel’s best interest.

 

Examples of situations that could be perceived as a conflict of interest and must be avoided include:

 

 

Conducting Bel business with a firm owned, partially owned or controlled by an associate or an associate’s relatives

 

Owning a financial interest in Bel’s vendors, customers or competitors (ownership of less than 1% of the stock of a publicly traded company that competes or does business with Bel is permissible)

 

Performing work, with or without compensation, for a competitor, governmental or regulatory entity, customer or supplier of Bel, or doing any work for a third party that may adversely affect your performance or judgment on the job or diminish your ability to devote the necessary time and attention to your duties at Bel

 

Loans by Bel to, or guarantees of obligations of, any director or executive officer

 

Using Bel property, materials, supplies, funds or other resources for personal purposes

 

These situations, and others like them, where loyalties to Bel could be compromised, must be avoided. If you believe you are involved in a potential conflict of interest, you must discuss it with your supervisor or Bel’s senior management.

 

4

 

RESPONSIBILITIES TO BEL

 

BUSINESS OPPORTUNITIES

 

You are responsible for advancing Bel’s business interests when the opportunity to do so arises. You must not:

 

 

Use corporate property, information or a position at Bel for personal gain

 

Appropriate or divert to others any business opportunity or idea in which Bel might have an interest

 

Compete with Bel in any way

 

COMPANY RESOURCES

 

Protect Bel’s assets as you would your own. Effective use of corporate resources is critical to Bel’s bottom line. Bel resources made available to help you perform your job include computers, laptops, telephones, cell phones, internet access and reproduction equipment. Bel maintains these resources and technologies for legitimate business activities and to support a positive, professional business climate. You are personally responsible for corporate assets placed in your control and are expected to use such resources and technology responsibly and professionally at all times.

 

 

Using Bel-provided technologies and property for communications of a personal nature should be on an infrequent basis

 

You must not use Bel assets to display, transmit or store inappropriate materials at any time

 

You are responsible for protecting these resources from damage, destruction, viruses, alteration, theft, fraudulent manipulation and unauthorized access, disclosure or use

 

INTELLECTUAL PROPERTY

 

Bel’s success depends upon protecting Bel’s intellectual property, including inventions, research and technical data, formulas, discoveries, designs, improvements, ideas, manufacturing directives, computer programs, trademarks, patents, copyrights, unpublished financial or pricing information, other confidential information and all related documentation. Confidential information is any information that gives Bel a competitive edge in the marketplace or that could harm Bel’s business or personnel if disclosed publicly. Confidential information also includes customer, sales, marketing and other corporate databases, marketing plans, associate personnel records, business proposals and strategies. You should consider all information gained through your work at Bel as confidential Bel information.

 

If you have access to Bel confidential information, you are obligated to protect and maintain Bel’s intellectual property and act responsibly with the sensitive information of competitors, customers, suppliers, contractors, and other business partners, as well as former associates and competitors. You must not use improper means to seek confidential information about a competitor.

 

Bel associates, suppliers and contractors are required to sign agreements regarding the use of Bel confidential information and intellectual property. Upon leaving Bel, you are prohibited from copying or retaining any documents or other materials that contain confidential information. Former associates are still bound to maintain the confidentiality of information learned during their employment at Bel.

 

5

 

RESPONSIBILITIES TO EACH OTHER

 

We are each responsible for reporting any actions or activity that could be viewed as unethical. You can report such activities to your manager, or through Bel’s Ethics Compliance Hotline/Website at http://www.bel.ethicspoint.com/. Even if you are not directly involved, if you witness violations of this Code or Bel’s business practices, it is your responsibility to report such violations.

 

EQUAL OPPORTUNITY

 

Bel is committed to providing equal opportunities to all associates and applicants for employment. All associates and applicants are evaluated by their qualifications, demonstrated skills and achievements, without regard to age, race, color, religion, sex, sexual orientation, gender identity, genetic information, national origin, disability, veteran status or any other classification protected by federal, state and local laws and ordinances. This policy applies to all phases of the employment relationship, including recruiting, hiring, evaluation, promotion, training, transfer, corrective action, discipline, compensation and benefits. You are responsible for complying with Bel’s policy regarding equal opportunity.

 

Bel is committed to reasonably accommodating those individuals with a disability, if possible, after conducting a good faith discussion with the individual and reviewing the essential functions of the job.

 

NON-HARASSMENT

 

Bel prohibits unlawful harassment and discrimination, including behavior, comments, e-mail messages or other conduct that may contribute to an intimidating or offensive environment. This policy applies to all directors and officers, and to associates at all levels, as well as to associates and representatives of Bel’s suppliers, contractors, customers and other visitors at Bel locations. Bel has established policies and procedures to ensure a work environment free from unlawful discrimination and harassment. These policies prohibit harassment or discrimination based on the race, color, religion, national origin, gender, sexual orientation, gender identity, genetic information, age, disability, veteran status, or any other legally protected characteristic of an associate or applicant. Discrimination or harassment based on any of the mentioned factors is prohibited.

 

We must speak out when someone’s conduct makes us or others uncomfortable. You are responsible for promptly reporting harassment when it occurs. Retaliation against individuals who make good faith reports of such violations of Bel’s policy, or against those who provide information in an investigation of such violations, will not be tolerated. Bel will act promptly to take corrective action and appropriate discipline with respect to any harassment or retaliation that violates our policies, up to and including termination of employment.

 

HEALTH & SAFETY

 

Bel is committed to providing a safe and healthy work environment. Each of us must be attentive to hazard prevention and the avoidance of accidents and injuries. You are responsible for observing the safety and health rules and practices that apply to your job. You are also responsible for taking precautions necessary to protect yourself and your co-workers, including wearing appropriate clothing and protective equipment and immediately reporting accidents, injuries and unsafe practices or conditions to the facility’s manager.

 

6

 

ALCOHOL & DRUGS

 

Bel is committed to providing a safe work environment. Bel reinforces its commitment by prohibiting associates from using, possessing, distributing or being under the influence of illegal drugs or alcohol while working for Bel during business hours. In addition, alcohol is not permitted on Bel premises, except as authorized by Bel’s senior management.

 

In addition, Bel may conduct testing of its job applicants and its associates. An associate may be required to submit to testing when job performance or behavior indicates that he or she might be under the influence of drugs or alcohol. The presence of alcohol or a controlled substance in an associate’s system while on the job, or while performing duties, is a violation of policy and subject to disciplinary action, up to and including termination of employment. You must notify your Human Resource representative of any criminal drug conviction for a violation occurring in the workplace no later than five days after that conviction. Bel will comply with all applicable state and federal laws on this subject.

 

PRIVACY OF INFORMATION

 

Bel’s intent is to create an environment of knowledge, confidence and trust. It is Bel’s policy to acquire and retain only accurate, factual, job-related associate information required for the effective operation of Bel’s business or required by law in the jurisdictions in which Bel operates. Bel keeps associate information confidential and releases it only to authorized personnel with a clear need for such information or if compelled by law.

 

Customer and consumer information enables Bel to better understand and meet customer and consumer needs. Bel informs customers and consumers about the use and handling of the information they provide, including informing customers and consumers about the information collected, how such information is used and the choices they have concerning further uses of the information.

 

 

RESPONSIBILITIES TO CONSUMERS

 

PRODUCT QUALITY

 

Bel’s success depends upon consumer trust and satisfaction. Bel’s commitment to quality, affordability and safety is essential to its continued growth and success. Bel is committed to providing products that offer value to consumers and to maintaining consumer trust in its products based on product quality, performance and safety.

 

Bel is committed to the following principles related to product safety:

 

 

Products will be safe when used as intended

 

Safety testing will provide positive assurance of safety

 

Products will comply with all legislative and regulatory requirements with respect to product development and labeling

 

7

 

AUTHENTICITY OF COMPONENT PARTS

 

Counterfeit or non-authentic parts are parts, components, or other assemblies whose authenticity has been misrepresented in some way, including origin or source, materials used, performance, or characteristics. The integrity and quality of the component parts that Bel uses to manufacture its products is of the utmost importance to our business and reputation, and we therefore seek to use only authentic parts in our manufacturing processes. Bel associates must take all reasonable measures to minimize the risk of introducing any counterfeit parts into our manufacturing process, including working with our suppliers to maintain effective screening processes to detect and report such counterfeits.

 

SALES, MARKETING & ADVERTISEMENT

 

Bel’s success in the marketplace is based on the value that its products provide to consumers, as well as the truthfulness and accuracy of product and sales presentations and advertising. Bel will not use false or deceptive advertising to promote its products. Claims that favorably compare Bel products with those of competitors must be factual and based upon prior adequate substantiation. Deliberately misleading messages, omissions of important facts or false claims about competitors’ products are not acceptable.

 

 

RESPONSIBILITIES TO BUSINESS PARTNERS

 

CONTRACTORS & SUPPLIERS

 

Contractor and supplier relationships must be managed consistent with all applicable laws, as well as with good business practices. Bel is committed to seeking strong, mutually rewarding business relationships with companies and individuals who can enhance the quality of its products. Bel encourages fair competition among potential suppliers, contractors and other vendors, and treats each company or individual with fairness, integrity and without discrimination. The selection of subcontractors, suppliers and vendors must be made on the basis of objective criteria, including quality, technical excellence, price, delivery, adherence to schedules, product or service suitability, maintenance of adequate sources of supply and Bel’s purchasing policies and procedures.

 

Individuals who are involved in proposals, bid preparations or contract negotiations must be certain that all statements, communications and representations are accurate and truthful. You must always employ the highest ethical standards in business practices regarding source selection, negotiation, determination of contract awards, the administration of all purchasing activities and performance in compliance with specifications, requirements and clauses of contracts.

 

GIFTS & ENTERTAINMENT

 

To maintain trust in Bel’s business relationships, you must always act with integrity. The giving or acceptance of inappropriate gifts can undermine business relationships, hurt Bel’s reputation and put Bel in legal jeopardy.

 

You are responsible for ensuring that all decisions regarding the purchasing of materials, supplies and services are made on the basis of competitive price, quality and performance, and in a way that preserves Bel’s integrity. Giving or accepting anything of value is inappropriate if it could be reasonably interpreted as an effort to influence a business relationship or decision. The difference between a gift and a bribe may be a question of intent. It is impermissible to accept or request any form of kickback or bribe. A bribe or a kickback includes any item or favor provided for the purpose of improperly obtaining favorable treatment or seeking a competitive advantage. Such efforts must not be used to accomplish indirectly what Bel could not properly or legally do directly. A violation of this policy will result in disciplinary action, up to and including termination of employment, as well as potential criminal prosecution.

 

8

 

In certain situations or on certain occasions, small gifts of nominal value may be presented by Bel associates to suppliers, customers or potential customers, such as specialty advertising items bearing the corporate logo, tickets to local sports, civic or cultural events, restaurant meals or refreshments.

 

Standards governing the acceptance of gifts from suppliers or their agents mirror those relating to the giving of gifts to Bel customers and potential customers, in that acceptance of a significant gift could be construed as improperly influencing the selection of a vendor or the awarding of a contract. It is not necessary to give gifts in order to do business with Bel. Gifts of nominal value may be accepted on an infrequent basis, such as during the holiday season, as a reasonable business courtesy. Routine entertainment by suppliers that is business related – such as business meals, entertainment, recreation, sports outings or cultural events – is acceptable; however, you must obtain your supervisor’s approval. It is not acceptable to solicit gifts, gratuities or business courtesies for personal benefit or the benefit of a Bel associate, family member or friend. Gifts should not be accepted from a supplier or potential supplier during, or in connection with, contract negotiations. Accepting cash or cash equivalents- including checks, money orders, vouchers, gift certificates, loans, stock or stock options- is not acceptable.

 

If you receive gifts or favors, you must immediately notify your supervisor. In some circumstances, you may be required to return the gift with a letter explaining Bel policy or, if a gift is perishable or impractical to return, you may be required to distribute it to associates or donate it to charity, with a letter of explanation to the donor.

 

Associates who do business in foreign countries often become aware of customs involving the exchange of gifts or the payment of certain fees. It is Bel’s policy to comply with all applicable laws on these matters, particularly the Foreign Corrupt Practices Act. This law restricts payments to officials of foreign governments, political parties and candidates for office.

 

Ultimately, you must exercise moderation and prudent business judgment in deciding which situations are unacceptable. If there is ever any doubt as to the acceptability of any gift or entertainment activity, consult your supervisor or Bel’s senior management.

 

 

RESPONSIBILITIES TO OUR COMMUNITIES

 

ENVIRONMENTAL PROTECTION

 

Bel strives to be an environmentally responsible company and to operate its facilities in compliance with applicable environmental, health and safety regulations and in a manner that has the highest regard for the safety and well-being of its associates and the general public. Necessary permits, approvals and controls are maintained at all Bel facilities, and Bel strives to improve products, packaging and manufacturing operations to minimize their environmental impact.

 

You are responsible for complying with all applicable environmental laws, regulations and Bel policies and to diligently follow the proper procedures with respect to the handling and disposal of hazardous materials. Bel insists that its suppliers and contractors also follow appropriate environmental laws and guidelines. If you have questions or concerns relating to Bel’s environmental compliance requirements or activities, you should contact your local manager.

 

9

 

RESPONSIBLE SOURCING OF MINERALS

 

Conflict minerals are specific metals—tantalum, tin, tungsten, and gold—that are derived from ores extracted in "conflict regions" in the African Great Lakes, as specified by U.S. and EU law. Sourcing minerals from these areas may support and contribute to armed conflict and human rights abuses in the region. Bel supports initiatives to reduce or eliminate the funding of such conflicts and abuses, and complies with all relevant laws and regulations governing conflict minerals. Bel has implemented in good faith reasonably designed policies and procedures to prevent conflict minerals from entering our supply chain, as set forth in our Conflict Free Sourcing Statement. Bel associates must follow the guidelines in the Conflict Free Sourcing Statement to help ensure that conflict minerals do not enter our manufacturing process.

 

NEWS MEDIA INQUIRIES

 

Providing clear and accurate information to the media and the general public maintains Bel’s integrity in its relationship with the public. Requests for financial or business information about Bel from the media, press, the Securities and Exchange Commission (SEC), NASDAQ, the financial community or the public must be referred to the President/CEO or the Chief Financial Officer. It is critical that you not respond to any such inquiry or contact yourself because any inappropriate or inaccurate response, even a denial or disclaimer of information, may result in adverse publicity and could otherwise seriously affect Bel’s legal position.

 

Requests for interviews relating to Bel or its affairs, or the issuance of any press releases, must be reviewed and approved in advance by the President/CEO or the Chief Financial Officer. Similarly, Bel- initiated interviews must be approved before they may be scheduled with the media.

 

PUBLIC ACTIVITIES

 

Bel is committed to understanding the particular needs of the communities in which it operates and is proud of its contribution to the economic and social development of those locations. Bel encourages its associates, officers and directors to become actively involved in the life of the communities in which Bel operates.

 

Bel directors, officers and associates are free to:

 

 

Support community, charitable, religious or political organizations

 

Support causes of their choice

 

Endorse an event, product or service

 

Provide testimonials

 

You must not use your job title or affiliation in connection with such support, endorsement or testimonial without approval from the President/CEO or the Chief Financial Officer. You also must make it clear that your views and actions do not necessarily represent those of Bel. If you author an article or other publication and plan to be identified as a Bel associate, officer or director, you must first get approval from the President/CEO or the Chief Financial Officer. No Bel associate, officer or director may pressure another associate, officer or director to express a view that is contrary to a personal belief or to contribute to or support a political, religious or charitable cause.

 

10

 

ANTI-CORRUPTION COMPLIANCE

 

All Bel associates, officers and directors worldwide must comply with Bel policies and procedures applicable to international business transactions and with the legal requirements and ethical standards of each country in which they conduct Bel business, as well as with all U.S. laws applicable in other countries. The Foreign Corrupt Practices Act (“FCPA”) applies to business transactions both inside the U.S. and in other countries. Its requirements relate to accurate and complete financial books and records, transactions with foreign government officials and prohibitions from directly or indirectly offering to pay or provide anything of value to foreign government officials for the purpose of influencing the acts or decisions of foreign officials. Violation of the FCPA can bring severe penalties, and it is mandatory that all associates living or working in foreign countries become familiar with the FCPA and its requirements.

 

Bel does business throughout the world. Accordingly, it is vital that all Bel associates have a clear and thorough understanding that making payments or political contributions to foreign government officials or government associates, or providing anything of value to such individuals, for an improper purpose, such as securing or retaining business for Bel, is illegal under the laws of the United States and most likely illegal under the laws of the foreign countries in which Bel does business. While in some locations where Bel operates, local customs and traditions may suggest that political contributions or payments for favorable government action or treatment are an unavoidable way of life, Bel associates and authorized representatives throughout the world are strictly prohibited from engaging in such conduct anywhere in the world.

 

All Bel associates should have a working understanding of what the FCPA prohibits. Under the FCPA, it is unlawful to pay, or to offer to pay or authorize the payment of, anything of value to foreign officials or government associates to obtain or retain business for Bel or to secure an improper commercial advantage. “Anything of value” clearly includes bribes or kickbacks, but is also interpreted broadly to include tangible or intangible items such as gifts, entertainment, travel expenses, charitable donations, political contributions, or hiring an individual or relative. In addition, please note that the prohibition on gifts to government officials has been interpreted to mean "for the benefit of government officials" and thus also prohibits gifts to their relatives, friends and organizations with which they are associated. Please be advised that the law also broadly defines the term “foreign government official” to include, among other things, political candidates, officials in public organizations and associates in state- owned organizations and enterprises.

 

The FCPA’s prohibition extends to any payments made through the use of intermediaries, such as brokers or sales agents whom Bel associates know or have reason to know will make payments to foreign government officials or government associates. Therefore, no Bel associate or authorized Bel representative should pay or offer or promise to pay, directly or indirectly (i.e., through intermediaries), money or anything of value to any foreign government officials or associates in order to procure or retain business for Bel or to secure an improper commercial advantage for Bel. Moreover, a sufficient investigation should be undertaken to ensure that any such representative does not intend to engage in any improper practices. In determining whether to engage a particular representative, factors such as the representative’s reputation and qualifications, the manner and reasonableness of compensation, the relationship, if any, between the owners and associates of the representative and a foreign official, the presence or absence of any secret partners, the willingness of the representative to fully disclose its relationship with us and the legality of the relationship under local law must be considered.

 

The FCPA does provide for a very limited exception for payments to facilitate or expedite performance of a “routine governmental action.” This limited exception does not apply to any decision by a foreign official or associate to award new business to Bel, continue doing business with Bel, or to offer an improper commercial advantage to Bel, or to any payment to a foreign official or associate in a position to make any such decision. Determining whether a payment may be made for “routine governmental action” is a complicated task. To ensure Bel's full compliance with the FCPA, no payment of anything of value to a foreign government official or associate may be made or authorized by any Bel associate without consulting in advance with Bel's President/CEO or Chief Financial Officer.

 

11

 

TRADE CONTROLS & SANCTIONS COMPLIANCE

 

Trade controls and sanctions are laws, regulations, and restrictions on doing business imposed by governments in order to advance their national security and foreign policy interests. Bel is committed to respecting and complying with any trade controls and economic sanctions that our products or business relationships may be subject to worldwide. We must make certain that we strictly follow any relevant obligations imposed by government import/export laws and regulations. We must also ensure that we do not conduct business with countries, entities, or individuals who are subject to government economic sanctions, such as the United States Treasury Department's Office of Foreign Assets Control sanctions programs. Bel associates must additionally be careful not to engage in any international economic boycotts not authorized by the U.S. government.

 

Failure to ensure the above can result in serious consequences for Bel and Bel associates, including restrictions or prohibitions on Bel's business, and fines and/or imprisonment for individuals. Consequently, all Bel associates must understand and comply with any such laws, regulations, and/or sanctions that may apply to their job responsibilities.

 

 

REPORTING VIOLATIONS

 

Bel associates have many options for seeking compliance advice or reporting misconduct. Associates can contact their supervisor, manager, Human Resources, or use the Ethics Compliance Hotline/Website at http://www.bel.ethicspoint.com/. If you are reporting misconduct regarding senior management, please contact Bel’s Audit Committee or the Ethics Compliance Hotline/Website. Alleged violations of this Code will be investigated by Bel’s senior management or their designees, except that alleged violations by executive officers or directors will be investigated by Bel’s Board of Directors.

 

Anyone who seeks advice, raises a concern or reports misconduct is following the requirements of this Code. You may access Bel’s Ethics Compliance Hotline/Website at http://www.bel.ethicspoint.com/ to report actual or suspected violations of Bel’s Code or business practices.

 

If someone is found to have violated this Code or Bel’s business practices, they will be subject to disciplinary action, up to and including termination of employment. In addition, retaliation against anyone who makes a good faith report of misconduct will not be tolerated. Bel will take appropriate disciplinary action, up to and including termination of employment, against individuals engaging in any retaliatory conduct. If you suspect that you or someone you know has been retaliated against for reporting possible misconduct, you should contact your supervisor, manager, Human Resources, Audit Committee, or Bel’s Ethics Compliance Hotline/Website immediately.

 

Bel’s goal is to provide for prompt and consistent enforcement of this Code, to provide protection for persons reporting questionable behavior, to provide clear and objective standards for compliance and to provide a fair process by which to determine violations.

 

12

 

ETHICS & COMPLIANCE CHECKLIST

 

When in doubt, ask yourself…

 

 

Do my actions comply with Bel’s policies and procedures?

 

Am I being fair and honest?

 

Would I be comfortable describing my decision at an all-associate meeting?

 

How will I feel about myself afterward?

 

How would it look in the headlines?

 

What would I tell my child to do?

 

 

WAIVERS

 

Any waiver of Bel’s Code for executive officers or Directors may be made only by Bel’s Board of Directors. Any waivers will be promptly disclosed (along with the reason or reasons for the waiver) as required by law or by the Securities and Exchange Commission (SEC) or NASDAQ.13

 

13
EX-99.1 3 ex_810867.htm EXHIBIT 99.1 ex_810867.htm
 

Exhibit 99.1

 

image00001.jpg

 

 

FOR IMMEDIATE RELEASE

Bel Fuse Inc.

300 Executive Drive

Suite 300

West Orange, NJ 07052

www.belfuse.com

tel 201.432.0463

 

 

 

 

Bel Reports Second Quarter and First Half 2025 Results

 

 

WEST ORANGE, NJ, Thursday, July 24, 2025-- Bel Fuse Inc. (Nasdaq: BELFA and BELFB) today announced preliminary financial results for the second quarter and first half of 2025.

 

Second Quarter 2025 Highlights

Net sales of $168.3 million compared to $133.2 million in Q2-24. Up 26.3% from Q2-24

Gross profit margin of 38.7%, compared to 40.1% in Q2-24

GAAP net earnings attributable to Bel shareholders of $26.9 million versus GAAP net earnings attributable to Bel shareholders of $18.8 million in Q2-24
Adjusted EBITDA of $35.2 million (20.9% of sales) as compared to $27.7 million (20.8% of sales) in Q2-24
Gain of $4.1 million on Sale of Glen Rock, PA building

 

"We are pleased with our second quarter results, which exceeded expectations due to improved on-time shipments and enhanced intraquarter turns, reinforcing our thesis of growth for the year," said Farouq Tuweiq, President and CEO. "Gross margins aligned with guidance, reflecting operational stability. Strength was evident in defense and commercial aerospace applications, alongside a rebound in networking and distribution sales in certain segments, signaling recovery after nearly two years of inventory destocking.

 

"Tariffs minimally impacted performance, resulting in only $2.2 million of low-margin sales during the second quarter. We believe our ability to achieve solid results in uncertain times validates our strategic approach. For Q3, based on information available today, we anticipate net sales of $165-$180 million and gross margins of 37%-39%, driven by strong Q2 bookings and sequential growth expected in the second half."

 

"We remain optimistic about delivering value to our customers and shareholders as we navigate the evolving market dynamics," concluded Mr. Tuweiq.

 

Non-GAAP financial measures, such as Non-GAAP net earnings attributable to Bel shareholders, Non-GAAP EPS, Non-GAAP Operating Income and Adjusted EBITDA, adjust corresponding GAAP measures for provision for income taxes, other income/expense, net, interest income/expense, and depreciation and amortization, and also exclude, where applicable for the covered period presented in the financial statements, certain unusual or special items identified by management such as restructuring charges, gains/losses on sales of businesses and properties, acquisition related costs, impairment charges, noncontrolling interest ("NCI") adjustments from fair value to redemption value, and certain litigation costs. In addition, in the fourth quarter of 2024, we modified our presentation of Non-GAAP financial measures, including revising our definitions of Adjusted EBITDA and Non-GAAP EPS, to additionally exclude from these Non-GAAP measures (i) stock-based compensation, (ii) amortization of intangibles (which primarily relates to the amortization of finite-lived customer relationships and technology associated with the Company's historical acquisitions, including those associated with the recent acquisition of Enercon), and (iii) unrealized foreign currency exchange (gains) losses. We believe this change enhances investor insight into our operational performance. We have applied this modified definition of Adjusted EBITDA and Non-GAAP EPS to all periods presented. Please refer to the financial information included with this press release for reconciliations of GAAP financial measures to Non-GAAP financial measures and our explanation of why we present Non-GAAP financial measures.

 

1

 

 

Conference Call

Bel has scheduled a conference call for 8:30 a.m. ET on Friday, July 25, 2025 to discuss these results. To participate in the conference call, investors should dial 877-407-0784, or 201-689-8560 if dialing internationally. The presentation will additionally be broadcast live over the Internet and will be available at https://ir.belfuse.com/events-and-presentations. The webcast will be available via replay for a period of at least 30 days at this same Internet address. For those unable to access the live call, a telephone replay will be available at 844-512-2921, or 412-317-6671 if dialing internationally, using access code 13754675 after 12:30 pm ET, also for 30 days.

 

About Bel

Bel (www.belfuse.com) designs, manufactures and markets a broad array of products that power, protect and connect electronic circuits. These products are primarily used in the networking, telecommunications, computing, general industrial, high-speed data transmission, defense, commercial aerospace, transportation and eMobility industries. Bel's portfolio of products also finds application in the automotive, medical, broadcasting and consumer electronics markets. Bel's product groups include Power Solutions and Protection (front-end, board-mount and industrial power products, module products and circuit protection), Connectivity Solutions (expanded beam fiber optic, copper-based, RF and RJ connectors and cable assemblies), and Magnetic Solutions (integrated connector modules, power transformers, power inductors and discrete components). The Company operates facilities around the world.

 

Company Contact:

Lynn Hutkin  

Chief Financial Officer  

ir@belf.com

 

Investor Contact:

Three Part Advisors

Jean Marie Young, Managing Director or Steven Hooser, Partner
631-418-4339

jyoung@threepa.com; shooser@threepa.com

 

Cautionary Language Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, our guidance for the third quarter of 2025; our statements regarding our expectations for future periods generally including anticipated financial performance, projections and trends for the remainder of the 2025 year ahead and other future periods; our statements regarding future events, performance, plans, intentions, beliefs, expectations and estimates, including statements regarding matters such as trends and expectations as to our sales, volumes, gross margin, products, product groups, customers, geographies and end markets; statements about uncertainty of the evolving tariff landscape, associated difficulties in forecasting, the Company’s estimates concerning Bel’s global sales and recently imposed tariffs, and the Company’s intention to continue to monitor the tariff landscape and assess potential alternatives; statements about anticipated continued strength in certain end markets, and views on the effects on the Company’s overall future performance; and statements regarding our expectations and beliefs regarding trends in the Company's business and industry and the markets in which Bel operates, and about broader market trends and the macroeconomic environment generally, and other statements regarding the Company's positioning, its strategies, future progress, investments, plans, targets, goals, and other focuses and initiatives, and the expected timing and potential benefits thereof. These forward-looking statements are made as of the date of this release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “forecast,” “outlook,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Bel’s control. Bel’s actual results could differ materially from those stated or implied in our forward-looking statements (including without limitation any of Bel’s projections) due to a number of factors, including but not limited to, difficulties associated with integrating previously acquired companies, including any unanticipated difficulties, or unexpected or higher than anticipated expenditures, relating to Bel's November 2024 acquisition of Enercon, and including, without limitation, the risk that Bel is 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 the Bel’s intended acquisition of the remaining 20% stake in Enercon is not completed in accordance with the shareholders agreement as contemplated for any reason, and any resulting disruptions to Bel’s business and its currently 80% owned Enercon subsidiary as a result thereof; trends in demand which can affect Bel's products and results, including that demand in Enercon’s end markets can be cyclical, impacting the demand for Enercon’s products, which could be materially adversely affected by reductions in defense spending; the market concerns facing Bel's customers, and risks for the Company’s business in the event of the loss of certain substantial customers; the continuing viability of sectors that rely on Bel's products; the effects of business and economic conditions, and challenges impacting the macroeconomic environment generally and/or Bel's industry in particular; the effects of rising input costs, and cost changes generally, including the potential impact of inflationary pressures; capacity and supply constraints or difficulties, including supply chain constraints or other challenges; the impact of public health crises; difficulties associated with the availability of labor, and the risks of any labor unrest or labor shortages; risks associated with Bel's international operations, including Bel's substantial manufacturing operations in China, and following Bel’s November 2024 acquisition of Enercon , risks associated with operations in Israel, which may be adversely affected by political or economic instability, major hostilities or acts of terrorism in the region; risks associated with restructuring programs or other strategic initiatives, including any difficulties in implementation or realization of the expected benefits or cost savings; product development, commercialization or technological difficulties; the regulatory and trade environment including the potential effects of the imposition or modification of new or increased tariffs either by the U.S. government on foreign foreign imports or by a foreign government on U.S. exports related to the countries in which Bel transacts business and trade restrictions that may impact Bel, its customers and/or its suppliers, and risks associated with the evolving trade environment, trade restrictions, and changes in trade agreements, and general uncertainty about future changes in trade and tariff policy and the associated impacts of those changes; risks associated with fluctuations in foreign currency exchange rates and interest rates; uncertainties associated with legal proceedings; the market's acceptance of the Company's new products and competitive responses to those new products; the impact of changes to U.S. and applicable foreign legal and regulatory requirements, including tax laws; and the risks detailed in Bel’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in subsequent reports filed by Bel with the Securities and Exchange Commission, as well as other documents that may be filed by Bel from time to time with the Securities and Exchange Commission. In light of the risks and uncertainties impacting Bel's business, there can be no assurance that any forward-looking statement will in fact prove to be correct. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent Bel’s views as of the date of this press release. Bel anticipates that subsequent events and developments will cause its views to change. Bel undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Bel’s views as of any date subsequent to the date of this press release.

 

2

 

Non-GAAP Financial Measures

The Non-GAAP financial measures identified in this press release as well as in the supplementary information to this press release (Non-GAAP net earnings attributable to Bel shareholders, Non-GAAP EPS, Non-GAAP Operating Income and Adjusted EBITDA) are not measures of performance under accounting principles generally accepted in the United States of America ("GAAP"). These measures should not be considered a substitute for, and the reader should also consider, income from operations, net earnings, earnings per share and other measures of performance as defined by GAAP as indicators of our performance or profitability. Our non-GAAP measures may not be comparable to other similarly-titled captions of other companies due to differences in the method of calculation. We present results adjusted to exclude the effects of certain unusual or special items and their related tax impact that would otherwise be included under U.S. GAAP, to aid in comparisons with other periods. We believe that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. We use these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis and for budgeting and planning purposes. We also believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other similarly situated companies in our industry, many of which present similar non-GAAP financial measures to investors. We also use non-GAAP measures in determining incentive compensation. For additional information about our use of non-GAAP financial measures in connection with our Incentive Compensation Program, please see the Executive Compensation Discussion and Analysis (CD&A) section appearing in our Definitive Proxy Statement filed with the Securities and Exchange Commission on April 11, 2025.

 

Website Information

We routinely post important information for investors on our website, www.belfuse.com, in the "Investor Relations" section. We use our website as a means of disclosing material, otherwise non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, Securities and Exchange Commission (SEC) filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

 

 

[Financial tables follow]

 

3

  

Bel Fuse Inc.

Supplementary Information(1)

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

  

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2025

   

2024

   

2025

   

2024

 
                                 

Net sales

  $ 168,299     $ 133,205     $ 320,537     $ 261,295  

Cost of sales

    103,216       79,809       196,635       159,821  

Gross profit

    65,083       53,396       123,902       101,474  

As a % of net sales

    38.7 %     40.1 %     38.7 %     38.8 %
                                 

Research and development costs

    8,104       5,994       15,326       11,209  

Selling, general and administrative expenses

    30,914       24,141       60,421       49,085  

As a % of net sales

    18.4 %     18.1 %     18.8 %     18.8 %

Restructuring charges

    280       638       (2,653 )     703  

Gain on sale of property

    (4,075 )     -       (4,075 )     -  

Income from operations

    29,860       22,623       54,883       40,477  

As a % of net sales

    17.7 %     17.0 %     17.1 %     15.5 %
                                 

Interest expense

    (3,993 )     (415 )     (8,145 )     (849 )

Interest income

    264       1,146       539       2,261  

Other income (expense), net

    7,568       (471 )     10,207       1,346  

Earnings before income taxes

    33,699       22,883       57,484       43,235  
                                 

Provision for income taxes

    6,906       4,077       12,369       8,555  

Effective tax rate

    20.5 %     17.8 %     21.5 %     19.8 %

Net earnings

  $ 26,793     $ 18,806     $ 45,115     $ 34,680  

As a % of net sales

    15.9 %     14.1 %     14.1 %     13.3 %
                                 

Less: Net earnings attributable to noncontrolling interest

    822       -       1,660       -  

Redemption value adjustment attributable to noncontrolling interest

    (890 )     -       (1,280 )     -  

Net earnings attributable to Bel Fuse Shareholders

  $ 26,861     $ 18,806     $ 44,735     $ 34,680  
                                 

Weighted average number of shares outstanding:

                               

Class A common shares - basic and diluted

    2,115       2,124       2,115       2,131  

Class B common shares - basic and diluted

    10,551       10,492       10,504       10,551  
                                 

Net earnings per common share:

                               

Class A common shares - basic and diluted

  $ 2.03     $ 1.43     $ 3.39     $ 2.61  

Class B common shares - basic and diluted

  $ 2.14     $ 1.50     $ 3.58     $ 2.76  

 

(1) The supplementary information included in this press release for 2025 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

 

4

   

Bel Fuse Inc.

Supplementary Information(1)

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

 

   

June 30, 2025

   

December 31, 2024

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 59,284     $ 68,253  

Held to maturity U.S. Treasury securities

    -       950  

Accounts receivable, net

    121,241       111,376  

Inventories

    164,648       161,370  

Other current assets

    33,442       31,581  

Total current assets

    378,615       373,530  

Property, plant and equipment, net

    48,704       47,879  

Right-of-use assets

    23,930       25,125  

Related-party note receivable

    3,715       2,937  

Equity method investment

    10,284       9,265  

Goodwill and other intangible assets, net

    436,292       439,984  

Other assets

    49,040       51,069  

Total assets

  $ 950,580     $ 949,789  
                 

Total liabilities, redeemable noncontrolling interests and stockholders' equity

               

Current liabilities:

               

Accounts payable

  $ 53,685     $ 49,182  

Operating lease liability, current

    8,688       7,954  

Other current liabilities

    61,709       70,933  

Total current liabilities

    124,082       128,069  

Long-term debt

    250,000       287,500  

Operating lease liability, long-term

    16,387       17,763  

Other liabilities

    74,402       75,295  

Total liabilities

    464,871       508,627  

Redeemable noncontrolling interests

    80,966       80,586  

Stockholders' equity

    404,743       360,576  

Total liabilities, redeemable noncontrolling interests and stockholders' equity

  $ 950,580     $ 949,789  

 

(1) The supplementary information included in this press release for 2025 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

 

5

  

Bel Fuse Inc.

Supplementary Information(1)

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)

 

   

Six Months Ended

   
   

June 30,

   
   

2025

   

2024

   
                   

Cash flows from operating activities:

                 

Net earnings

  $ 45,115     $ 34,680    

Adjustments to reconcile net earnings to net cash provided by operating activities:

                 

Depreciation and amortization

    13,284       7,123    

Stock-based compensation

    2,900       1,775    

Amortization of deferred financing costs

    692       27    

Deferred income taxes

    (861 )     (2,930 )  

Net unrealized gains on foreign currency revaluation

    (12,913 )     (355 )  

Gain on sale of property

    (4,075 )     -    

Other, net

    1,595       652    

Changes in operating assets and liabilities:

                 

Accounts receivable, net

    (8,203 )     2,805    

Unbilled receivables

    (1,400 )     6,887    

Inventories

    (122 )     7,972    

Accounts payable

    3,511       (4,026 )  

Accrued expenses

    (8,641 )     (14,147 )  

Accrued restructuring costs

    (5,075 )     (1,553 )  

Income taxes payable

    2,143       4,517    

Other operating assets/liabilities, net

    914       (5,083 )  

Net cash provided by operating activities

    28,864       38,344    
                   

Cash flows from investing activities:

                 

Purchases of property, plant and equipment

    (6,718 )     (4,278 )  

Purchases of held to maturity U.S. Treasury securities

    -       (122,345 )  

Proceeds from held to maturity securities

    950       101,071    

Investment in related party notes receivable

    (778 )     (633 )  

Proceeds from sale of property, plant and equipment

    4,867       229    

Net cash used in investing activities

    (1,679 )     (25,956 )  
                   

Cash flows from financing activities:

                 

Dividends paid to common stockholders

    (1,660 )     (1,674 )  

Deferred financing costs

    (681 )     -    

Repayments of long-term debt

    (42,500 )     -    

Proceeds of long-term debt

    5,000       -    

Purchases of common stock

    -       (14,175 )  

Net cash used in financing activities

    (39,841 )     (15,849 )  
                   

Effect of exchange rate changes on cash and cash equivalents

    3,687       (934 )  
                   

Net decrease in cash and cash equivalents

    (8,969 )     (4,395 )  

Cash and cash equivalents - beginning of period

    68,253       89,371    

Cash and cash equivalents - end of period

  $ 59,284     $ 84,976    
                   
                   

Supplementary information:

                 

Cash paid during the period for:

                 

Income taxes, net of refunds received

  $ 11,422     $ 8,277    

Interest payments

  $ 8,188     $ 1,985    

ROU assets obtained in exchange for lease obligations

  $ 1,502     $ 4,239    

 

(1) The supplementary information included in this press release for 2025 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

 

6

 

Bel Fuse Inc.

Supplementary Information(1)

Product Group Highlights

(dollars in thousands, unaudited)

   

Sales

   

Gross Margin

 
   

Q2-25

   

Q2-24

   

% Change

   

Q2-25

   

Q2-24

   

Basis Point Change

 

Power Solutions and Protection

  $ 86,799     $ 58,551       48.2 %     41.9 %     45.7 %     (380 )

Connectivity Solutions

    59,202       57,822       2.4 %     39.2 %     38.9 %     30  

Magnetic Solutions

    22,298       16,832       32.5 %     28.7 %     26.4 %     230  

Total

  $ 168,299     $ 133,205       26.3 %     38.7 %     40.1 %     (140 )

 

   

Sales

   

Gross Margin

 
   

YTD June 2025

   

YTD June 2024

   

% Change

   

YTD June 2025

   

YTD June 2024

   

Basis Point Change

 

Power Solutions and Protection

  $ 169,853       118,798       43.0 %     42.2 %     44.8 %     (260 )

Connectivity Solutions

    109,932       112,107       -1.9 %     38.6 %     37.6 %     100  

Magnetic Solutions

    40,752       30,390       34.1 %     26.9 %     21.8 %     510  

Total

  $ 320,537     $ 261,295       22.7 %     38.7 %     38.8 %     (10 )

 

(1) The supplementary information included in this press release for 2025 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

 

7

  

Bel Fuse Inc.

Supplementary Information(1)

Reconciliation of GAAP Net Earnings to Non-GAAP Operating Income and Adjusted EBITDA(2)(3)

(in thousands, unaudited)

  

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2025

   

2024

   

2025

   

2024

 
                                 

GAAP Net earnings

  $ 26,793     $ 18,806     $ 45,115     $ 34,680  

Provision for income taxes

    6,906       4,077       12,369       8,555  

Other income/expense, net

    (7,568 )     471       (10,207 )     (1,346 )

Interest income

    (264 )     (1,146 )     (539 )     (2,261 )

Interest expense

    3,993       415       8,145       849  

GAAP Operating Income

  $ 29,860     $ 22,623     $ 54,883     $ 40,477  

Restructuring charges

    280       638       (2,653 )     703  

Amortization of inventory step-up

    799       -       1,757       -  

Gain on sale of property

    (4,075 )     -       (4,075 )     -  

Stock-based compensation

    1,721       971       2,900       1,775  

Non-GAAP Operating Income

  $ 28,585     $ 24,232     $ 52,812     $ 42,955  

Depreciation and amortization

    6,600       3,439       13,284       7,123  

Adjusted EBITDA

  $ 35,185     $ 27,671     $ 66,096     $ 50,078  

% of net sales

    20.9 %     20.8 %     20.6 %     19.2 %
                                 

  

(1) The supplementary information included in this press release for 2025 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

(2) In this press release and supplemental information, we have included Non-GAAP financial measures, including Non-GAAP net earnings attributable to Bel shareholders, Non-GAAP EPS, Non-GAAP Operating Income and Adjusted EBITDA. We present results adjusted to exclude the effects of certain specified items and their related tax impact that would otherwise be included under GAAP, to aid in comparisons with other periods. We believe that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. We use these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis and for budgeting and planning purposes. We also believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other similarly situated companies in our industry, many of which present similar non-GAAP financial measures to investors. We also use non-GAAP measures in determining incentive compensation. See the section above captioned “Non-GAAP Financial Measures” for additional information.

(3) In the fourth quarter of 2024, we modified our presentation of Non-GAAP financial measures, including revising our definitions of Adjusted EBITDA and Non-GAAP EPS, to additionally exclude from these Non-GAAP measures (i) stock-based compensation, (ii) amortization of intangibles (which primarily relates to the amortization of finite-lived customer relationships and technology associated with the Company's historical acquisitions, including those associated with the recent acquisition of Enercon), and (iii) unrealized foreign currency exchange (gains) losses. We believe this change enhances investor insight into our operational performance. We have applied this modified definition of Adjusted EBITDA and Non-GAAP EPS to all periods presented.

 

8

 

Bel Fuse Inc.

Supplementary Information(1)

Reconciliation of GAAP Measures to Non-GAAP Measures(2)(4)

(in thousands, except per share data) (unaudited)

 

The following tables detail the impact that certain unusual or special items had on the Company's net earnings per common Class A and Class B basic and diluted shares ("EPS") and the line items in which these items were included on the consolidated statements of operations.

 

   

Three Months Ended June 30, 2025

   

Three Months Ended June 30, 2024

 

Reconciling Items

 

Earnings before taxes

   

Provision for income taxes

   

Net Earnings Attributable to Bel Fuse Shareholders

   

Class A EPS(3)

   

Class B EPS(3)

   

Earnings before taxes

   

Provision for income taxes

   

Net Earnings Attributable to Bel Fuse Shareholders

   

Class A EPS(3)

   

Class B EPS(3)

 
                                                                                 

GAAP measures

  $ 33,699     $ 6,906     $ 26,861     $ 2.03     $ 2.14     $ 22,883     $ 4,077     $ 18,806     $ 1.43     $ 1.50  

Restructuring charges

    280       48       232       0.02       0.02       638       153       485       0.04       0.04  

Redemption value adjustment on redeemable NCI

    -       -       (890 )     (0.07 )     (0.07 )     -       -       -       -       -  

Amortization of inventory step-up

    799       184       615       0.05       0.05       -       -       -       -       -  

Gain on sale of property

    (4,075 )     (937 )     (3,138 )     (0.24 )     (0.25 )     -       -       -       -       -  

Stock-based compensation

    1,721       354       1,367       0.10       0.11       972       200       772       0.06       0.06  

Amortization of intangibles

    3,697       647       3,050       0.23       0.24       1,148       239       909       0.07       0.07  

Unrealized foreign currency exchange (gains) losses

    (9,250 )     (2,127 )     (7,123 )     (0.54 )     (0.57 )     370       80       290       0.02       0.02  

Non-GAAP measures

  $ 26,871     $ 5,075     $ 20,974     $ 1.58     $ 1.67     $ 26,011     $ 4,749     $ 21,262     $ 1.61     $ 1.70  

 

   

Six Months Ended June 30, 2025

   

Six Months Ended June 30, 2024

 

Reconciling Items

 

Earnings before taxes

   

Provision for income taxes

   

Net Earnings Attributable to Bel Fuse Shareholders

   

Class A EPS(3)

   

Class B EPS(3)

   

Earnings before taxes

   

Provision for income taxes

   

Net Earnings Attributable to Bel Fuse Shareholders

   

Class A EPS(3)

   

Class B EPS(3)

 
                                                                                 

GAAP measures

  $ 57,484     $ 12,369     $ 44,735     $ 3.39     $ 3.58     $ 43,235     $ 8,555     $ 34,680     $ 2.61     $ 2.76  

Restructuring charges

    (2,653 )     (323 )     (2,330 )     (0.18 )     (0.19 )     703       163       540       0.04       0.04  

Redemption value adjustment on redeemable NCI

    -       -       (1,280 )     (0.10 )     (0.10 )     -       -       -       -       -  

Amortization of inventory step-up

    1,757       404       1,353       0.10       0.11       -       -       -       -       -  

Gain on sale of property

    (4,075 )     (937 )     (3,138 )     (0.24 )     (0.25 )     -       -       -       -       -  

Stock-based compensation

    2,900       597       2,303       0.18       0.18       1,776       366       1,410       0.11       0.11  

Amortization of intangibles

    7,383       1,295       6,088       0.46       0.49       2,542       503       2,039       0.15       0.16  

Unrealized foreign currency exchange (gains) losses

    (12,913 )     (2,995 )     (9,918 )     (0.75 )     (0.79 )     (529 )     (127 )     (402 )     (0.03 )     (0.03 )

Non-GAAP measures

  $ 49,883     $ 10,410     $ 37,813     $ 2.86     $ 3.02     $ 47,727     $ 9,460     $ 38,267     $ 2.89     $ 3.04  

 

(1) The supplementary information included in this press release for 2025 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

(2) In this press release and supplemental information, we have included Non-GAAP financial measures, including Non-GAAP net earnings attributable to Bel shareholders, Non-GAAP EPS, Non-GAAP Operating Income and Adjusted EBITDA. We present results adjusted to exclude the effects of certain specified items and their related tax impact that would otherwise be included under GAAP, to aid in comparisons with other periods. We believe that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and results of operations. We use these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis and for budgeting and planning purposes. We also believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other similarly situated companies in our industry, many of which present similar non-GAAP financial measures to investors. We also use non-GAAP measures in determining incentive compensation. See the section above captioned “Non-GAAP Financial Measures” for additional information.

(3) Individual amounts of earnings per share may not agree to the total due to rounding.

(4) In the fourth quarter of 2024, we modified our presentation of Non-GAAP financial measures, including revising our definitions of Adjusted EBITDA and Non-GAAP EPS, to additionally exclude from these Non-GAAP measures (i) stock-based compensation, (ii) amortization of intangibles (which primarily relates to the amortization of finite-lived customer relationships and technology associated with the Company's historical acquisitions, including those associated with the recent acquisition of Enercon), and (iii) unrealized foreign currency exchange (gains) losses. We believe this change enhances investor insight into our operational performance. We have applied this modified definition of Adjusted EBITDA and Non-GAAP EPS to all periods presented.

   

9