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 June 30, 2021
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.

206 Van Vorst Street
Jersey City, NJ  07302
(201) 432-0463

(Address of principal executive offices and zip code)

(Registrant’s telephone number, including area code)

New Jersey	22-1463699
(State of incorporation)	(I.R.S. Employer Identification No.)

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.

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 Act). Yes ☐  No ☒

Title of Each Class	Number of Shares of Common Stock Outstanding  as of August 1, 2021
Class A Common Stock ($0.10 par value)	2,144,912
Class B Common Stock ($0.10 par value)	10,269,852

BEL FUSE INC. AND SUBSIDIARIES

INDEX

			Page
Part I		Financial Information
	Item 1.	Financial Statements (unaudited)	2
		Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 (unaudited)	2
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	3
		Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	4
		Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	5
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (unaudited)	6
		Notes to Condensed Consolidated Financial Statements (unaudited)	7 - 16
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17 - 23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
	Item 4.	Controls and Procedures	23
Part II		Other Information
	Item 1.	Legal Proceedings	23
	Item 1A.	Risk Factors	23
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 3.	Defaults Upon Senior Securities	24
	Item 4.	Mine Safety Disclosures	24
	Item 5.	Other Information	24
	Item 6.	Exhibits	25
	Signatures		26

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 2020 Annual Report on Form 10-K and the risk factors described in this quarterly report. 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 documents filed by the Company with the Securities and Exchange Commission (“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,” “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 and regarding the anticipated impact of COVID-19 are Forward-Looking Statements.  These Forward-Looking Statements are subject to certain risks and uncertainties, including those detailed in Item 1A of our 2020 Annual Report on Form 10-K and in the risk factors described in this quarterly report, which could cause actual results to differ materially from these Forward-Looking Statements.  The Company undertakes no obligation to publicly release the results of any revisions to these Forward-Looking Statements which may be necessary to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.  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.

1

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)

	June 30,			December 31,
	2021			2020
ASSETS
Current Assets:
Cash and cash equivalents	$	66,425		$	84,939
Accounts receivable, net of allowance for doubtful accounts of $912 and $1,036, respectively		86,917			71,372
Inventories		116,170			100,133
Unbilled receivables		18,277			14,135
Assets held for sale		1,635			-
Other current assets		10,003			9,637
Total current assets		299,427			280,216
Property, plant and equipment, net		36,747			34,501
Right-of-use assets		11,066			14,217
Intangible assets, net		62,655			65,789
Goodwill		28,178			23,966
Deferred income taxes		5,096			5,705
Other assets		30,710			29,472
Total assets	$	473,879		$	453,866
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	53,020		$	39,774
Accrued expenses		33,470			28,476
Current portion of long-term debt		8,273			5,286
Operating lease liabilities, current		5,980			6,591
Other current liabilities		4,350			7,409
Total current liabilities		105,093			87,536
Long-term Liabilities:
Long-term debt		104,656			110,294
Operating lease liabilities, long-term		5,351			8,064
Liability for uncertain tax positions		26,864			26,089
Minimum pension obligation and unfunded pension liability		25,013			24,620
Deferred income taxes		1,061			1,030
Other liabilities		9,243			10,434
Total liabilities		277,281			268,067
Commitments and contingencies (see Note 13)
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; 2,144,912 shares outstanding at each date (net of 1,072,769 treasury shares)		214			214
Class B common stock, par value $.10 per share, 30,000,000 shares authorized; 10,269,852 and 10,208,602 shares outstanding at June 30, 2021 and December 31, 2020, respectively (net of 3,218,307 treasury shares)		1,027			1,021
Additional paid-in capital		37,328			36,136
Retained earnings		175,883			166,491
Accumulated other comprehensive loss		(17,854	)		(18,063	)
Total stockholders' equity		196,598			185,799
Total liabilities and stockholders' equity	$	473,879		$	453,866

See accompanying notes to unaudited condensed consolidated financial statements.

2

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Revenue, net	$	138,741		$	121,172		$	249,385		$	225,149
Cost of sales		104,537			89,882			190,241			168,104
Gross profit		34,204			31,290			59,144			57,045
Research and development costs		5,464			6,116			10,384			12,175
Selling, general and administrative expenses		21,828			19,079			43,569			39,772
Restructuring charges		277			44			277			172
Gain on sale of property		-			-			(6,175	)		-
Income from operations		6,635			6,051			11,089			4,926
Interest expense		(721	)		(1,250	)		(1,523	)		(2,601	)
Other income (expense), net		113			1,195			660			(905	)
Earnings before (benefit from) provision for income taxes		6,027			5,996			10,226			1,420
(Benefit from) provision for income taxes		(1,853	)		423			(854	)		(349	)
Net earnings available to common stockholders	$	7,880		$	5,573		$	11,080		$	1,769
Net earnings per common share:
Class A common share - basic and diluted	$	0.61		$	0.43		$	0.85		$	0.13
Class B common share - basic and diluted	$	0.64		$	0.46		$	0.91		$	0.15
Weighted-average number of shares outstanding:
Class A common share - basic and diluted		2,145			2,145			2,145			2,145
Class B common share - basic and diluted		10,237			10,178			10,220			10,151

See accompanying notes to unaudited condensed consolidated financial statements.

3

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021			2020
Net earnings available to common stockholders	$	7,880	$	5,573	$	11,080		$	1,769
Other comprehensive income (loss):
Currency translation adjustment, net of taxes of ($333), ($3), ($324) and ($30), respectively		2,540		676		11			(1,569	)
Unrealized losses on marketable securities arising during the period, net of taxes of $0 in all periods presented		-		-		(1	)		-
Change in unfunded SERP liability, net of taxes of ($28), ($20), ($56) and ($40), respectively		100		66		199			132
Other comprehensive income (loss)		2,640		742		209			(1,437	)
Comprehensive income	$	10,520	$	6,315	$	11,289		$	332

See accompanying notes to unaudited condensed consolidated financial statements.

4

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except per share data)

 (unaudited)

							Accumulated
							Other			Class A		Class B			Additional
				Retained			Comprehensive			Common		Common			Paid-In
	Total			Earnings			(Loss) Income			Stock		Stock			Capital
Balance at December 31, 2020	$	185,799		$	166,491		$	(18,063	)	$	214	$	1,021		$	36,136
Net earnings		3,199			3,199			-			-		-			-
Dividends declared:
Class A Common Stock, $0.06/share		(128	)		(128	)		-			-		-			-
Class B Common Stock, $0.07/share		(716	)		(716	)		-			-		-			-
Forfeiture of restricted common stock		-			-			-			-		(1	)		1
Foreign currency translation adjustment, net of taxes of $9		(2,529	)		-			(2,529	)		-		-			-
Unrealized holding losses on marketable securities		(1	)					(1	)
Stock-based compensation expense		600			-			-			-		-			600
Change in unfunded SERP liability, net of taxes of ($28)		99			-			99			-		-			-
Balance at March 31, 2021		186,323			168,846			(20,494	)		214		1,020			36,737
Net earnings		7,880			7,880			-			-		-			-
Dividends declared:
Class A Common Stock, $0.06/share		(129	)		(129	)		-			-		-			-
Class B Common Stock, $0.07/share		(714	)		(714	)		-			-		-			-
Issuance of restricted common stock		-			-			-			-		8			(8	)
Forfeiture of restricted common stock		-			-			-			-		(1	)		1
Foreign currency translation adjustment, net of taxes of ($333)		2,540			-			2,540			-		-			-
Stock-based compensation expense		598			-			-			-		-			598
Change in unfunded SERP liability, net of taxes of ($28)		100			-			100			-		-			-
Balance at June 30, 2021	$	196,598		$	175,883		$	(17,854	)	$	214	$	1,027		$	37,328

							Accumulated
							Other			Class A		Class B			Additional
				Retained			Comprehensive			Common		Common			Paid-In
	Total			Earnings			(Loss) Income			Stock		Stock			Capital
Balance at December 31, 2019	$	168,051		$	157,063		$	(24,065	)	$	214	$	1,013		$	33,826
Net loss		(3,804	)		(3,804	)		-			-		-			-
Dividends declared:
Class A Common Stock, $0.06/share		(130	)		(130	)		-			-		-			-
Class B Common Stock, $0.07/share		(709	)		(709	)		-			-		-			-
Forfeiture of restricted common stock		-			-			-			-		(1	)		1
Foreign currency translation adjustment, net of taxes of ($27)		(2,245	)		-			(2,245	)		-		-			-
Stock-based compensation expense		603			-			-			-		-			603
Change in unfunded SERP liability, net of taxes of ($20)		66			-			66			-		-			-
Balance at March 31, 2020		161,832			152,420			(26,244	)		214		1,012			34,430
Net earnings		5,573			5,573			-			-		-			-
Dividends declared:
Class A Common Stock, $0.06/share		(129	)		(129	)		-			-		-			-
Class B Common Stock, $0.07/share		(707	)		(707	)		-			-		-			-
Forfeiture of restricted common stock		-			-			-			-		11			(11	)
Foreign currency translation adjustment, net of taxes of ($3)		676			-			676			-		-			-
Stock-based compensation expense		617			-			-			-		-			617
Change in unfunded SERP liability, net of taxes of ($20)		66			-			66			-		-			-
Balance at June 30, 2020	$	167,928		$	157,157		$	(25,502	)	$	214	$	1,023		$	35,036

See accompanying notes to unaudited condensed consolidated financial statements.

5

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)

	Six Months Ended
	June 30,
	2021			2020
Cash flows from operating activities:
Net earnings	$	11,080		$	1,769
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
Depreciation and amortization		8,478			8,234
Stock-based compensation		1,198			1,220
Amortization of deferred financing costs		331			316
Deferred income taxes		576			(1,030	)
Net unrealized (gains) losses on foreign currency revaluation		(131	)		58
Gain on sale of property		(6,175	)		-
Other, net		496			105
Changes in operating assets and liabilities:
Accounts receivable, net		(12,593	)		(2,463	)
Unbilled receivables		(4,142	)		984
Inventories		(10,362	)		1,906
Accounts payable		11,066			994
Accrued expenses		4,148			1,307
Other operating assets/liabilities, net		(5,893	)		3,443
Net cash (used in) provided by operating activities		(1,923	)		16,843
Cash flows from investing activities:
Purchases of property, plant and equipment		(2,465	)		(2,980	)
Payments for acquisitions, net of cash acquired		(16,811	)		-
Proceeds from disposal/sale of property, plant and equipment		6,756			20
Net cash used in investing activities		(12,520	)		(2,960	)
Cash flows from financing activities:
Dividends paid to common stockholders		(1,630	)		(1,613	)
Deferred financing costs		-			(600	)
Repayments of long-term debt		(2,974	)		(8,179	)
Net cash used in financing activities		(4,604	)		(10,392	)
Effect of exchange rate changes on cash and cash equivalents		533			(492	)
Net (decrease) increase in cash and cash equivalents		(18,514	)		2,999
Cash and cash equivalents - beginning of period		84,939			72,289
Cash and cash equivalents - end of period	$	66,425		$	75,288
Supplementary information:
Cash paid during the period for:
Income taxes, net of refunds received	$	2,036		$	1,473
Interest payments	$	1,174		$	2,339
Details of acquisitions:
Fair value of identifiable net assets acquired	$	16,055		$	-
Goodwill		4,659			-
Fair value of net assets acquired	$	20,714		$	-
Fair value of consideration transferred		20,714			-
Less: Cash acquired in acquisitions		(3,903	)		-
Cash paid for acquisitions, net of cash acquired	$	16,811		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

6

BEL FUSE INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 six months ended June 30, 2021 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 year ended December 31, 2020.

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 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.  There were no significant changes to these accounting policies during the six months ended June 30, 2021, except as discussed in “Recently Adopted Accounting Standards” below.

Reclassifications - During the fourth quarter of 2020, the Company changed its financial statement presentation related to gain/loss on its SERP investments.  These gains/losses were previously included within cost of sales and selling, general and administrative expense.  A gain on SERP investment in the amount of $1.5 million has been reclassified from cost of sales ($0.5 million) and selling, general and administrative expenses ($1.0 million), to other income (expense), net on the accompanying condensed consolidated statement of operations for the three months ended June 30, 2020.  A loss on SERP investment in the amount of $0.5 million has been reclassified from cost of sales ($0.2 million) and selling, general and administrative expense ($0.3 million), to other income (expense), net on the accompany condensed consolidated statement of operations for the six months ended June 30, 2020.

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

Recently Adopted Accounting Standards

In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans ("ASU 2018-14").  This guidance removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and adds additional disclosures.  The Company adopted amendments in ASU 2018-14 on a retrospective basis effective January 1, 2021.  The adoption of this guidance will modify the Company's annual disclosures for its defined benefit plan, but did not have any impact on the Company's consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. This guidance was adopted by the Company effective January 1, 2021 and did not have a material impact on the Company’s consolidated financial statements.

7

 

Accounting Standards Issued But Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as amended.  The new guidance will broaden 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.  The amendment is currently effective for the Company for annual reporting periods beginning after December 15, 2022, with early adoption permitted.  Management is currently assessing the impact of ASU 2016-13, but it is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides temporary optional guidance on contract modifications and hedging accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, which refines the scope of Topic 848 and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate activities. The new guidance was effective upon issuance, and the Company is allowed to elect to apply the amendments prospectively through December 31, 2022.  Management is currently evaluating the impact of this accounting standard update on the Company's consolidated financial statements and related disclosures.

2. ACQUISITIONS

rms Connectors

On January 8, 2021, the Company acquired rms Connectors, Inc. (“rms Connectors”), from rms Company Inc., a division of Cretex Companies, Inc., for $9.0 million in cash, including a working capital adjustment.  rms Connectors is a highly-regarded connector manufacturer with over 30 years of experience producing harsh environment circular connectors used in a variety of military and aerospace applications. This acquisition complements Bel's existing military and aerospace product portfolio and we anticipate will allow us to expand key customer relationships within these end markets and leverage the combined manufacturing resources to improve our operational efficiency.  Originally based in Coon Rapids, MN, the rms Connectors business was relocated into Bel's existing facilities during the second quarter of 2021, and is a component of Bel's Connectivity Solutions group.  The transaction was funded with cash on hand.  

EOS Power

On March 31, 2021, the Company completed the acquisition of EOS Power ("EOS") through a stock purchase agreement for $7.8 million, net of cash acquired, including a working capital adjustment.  EOS, located in Mumbai, India, had sales of $12.0 million for the year ended December 31, 2020.  EOS is expected to play a key role in Bel’s penetration of certain industrial and medical markets currently being served by EOS, with a strong line of high-power density and low-profile products with high convection ratings. In addition to new products and customers acquired, this acquisition has diversified Bel's manufacturing footprint in Asia.  The EOS business is a component of Bel’s Power Solutions & Protection group.  The transaction was funded with cash on hand.  

The acquisitions of rms Connectors and EOS may hereafter be referred to collectively as either the "2021 Acquisitions" or the "2021 Acquired Companies".  As of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminary fair values and the Company's condensed consolidated results of operations for the six months ended June 30, 2021 include the operating results of the 2021 Acquired Companies from their respective acquisition dates through June 30, 2021. During the three and six months ended June 30, 2021, the Company incurred $0.3 million and $0.5 million, respectively, of acquisition-related costs related to the 2021 Acquisitions.  These costs are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

While the initial accounting related to the 2021 Acquisitions is not complete as of the filing date of this Form 10-Q, the following table depicts the Company's estimated acquisition date fair values of the consideration transferred and identifiable net assets acquired in these transactions:

	Acquisition Date Fair Values
	rms			EOS			Total
Cash and cash equivalents	$	-		$	3,903		$	3,903
Accounts receivable		1,283			1,805			3,088
Inventories		3,946			1,878			5,824
Other current assets		9			1,340			1,349
Property, plant and equipment		4,035			721			4,756
Other assets		-			60			60
Total identifiable assets		9,273			9,707			18,980
Accounts payable		(62	)		(2,148	)		(2,210	)
Accrued expenses		(209	)		(506	)		(715	)
Total liabilities assumed		(271	)		(2,654	)		(2,925	)
Net identifiable assets acquired		9,002			7,053			16,055
Goodwill		-			4,659			4,659
Net assets acquired	$	9,002		$	11,712		$	20,714
Cash paid		9,002			11,712			20,714
Fair value of consideration transferred	$	9,002		$	11,712		$	20,714

8

 

Measurement period adjustments recorded during the second quarter of 2021 on the EOS acquisition related to finalization of their opening balance sheet, and subsequent audit of EOS' fiscal year-end March 31, 2021 financial statements.  The Company has identified intangible assets, including but not limited to trademarks and customer lists, as well as tangible property including inventory and property, plant and equipment, which are still in the process of being valued.  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 respective acquisition dates.

Based upon the preliminary purchase price allocation above, there is currently no goodwill associated with the rms acquisition.  Any goodwill recognized in connection with the EOS acquisition would be allocated to the Company's Power Solutions and Protection segment and would not be deductible for tax purposes.

The results of operations of the 2021 Acquired Companies have been included in the Company’s condensed consolidated financial statements for the periods subsequent to their respective acquisition dates.  During the three and six months ended June 30, 2021, the 2021 Acquired Companies contributed revenues of $6.0 million and $8.1 million, respectively, and estimated net earnings of $1.0 million and $1.4 million, respectively, to the Company since their respective acquisition dates.  As EOS was acquired on March 31, 2021, this acquisition did not have any contribution to revenue or net earnings during the first quarter of 2021.  The unaudited pro forma information below presents the combined operating results of the Company and the 2021 Acquired Companies.  The unaudited pro forma results are presented for illustrative purposes only.  They do not reflect the realization of any potential cost savings, or any related integration costs. These pro forma results do not purport to be indicative of the results that would have actually been obtained if the 2021 Acquisitions had occurred as of January 1, 2020, nor is the pro forma data intended to be a projection of results that may be achieved in the future.

The following unaudited pro forma consolidated results of operations assume that the acquisition of the 2021 Acquired Companies was completed as of January 1, 2020:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenue	$	138,741	$	125,082	$	252,406	$	233,136
Net earnings		7,880		5,644		11,309		1,724
Earnings per Class A common share - basic and diluted		0.61		0.43		0.87		0.12
Earnings per Class B common share - basic and diluted		0.64		0.46		0.92		0.14

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3. REVENUE

The following table provides information about disaggregated revenue by geographic region and sales channel, and includes a reconciliation of the disaggregated revenue to our reportable segments:

	Three Months Ended June 30, 2021								Six Months Ended June 30, 2021
	Cinch Connectivity Solutions		Power Solutions and Protection		Magnetic Solutions		Consolidated		Cinch Connectivity Solutions		Power Solutions and Protection		Magnetic Solutions		Consolidated
By Geographic Region:
North America	$	33,182	$	37,867	$	9,594	$	80,643	$	62,724	$	67,644	$	16,671	$	147,039
Europe		7,557		9,668		2,242		19,467		14,304		19,627		3,491		37,422
Asia		2,307		7,855		28,469		38,631		4,074		11,760		49,090		64,924
	$	43,046	$	55,390	$	40,305	$	138,741	$	81,102	$	99,031	$	69,252	$	249,385
By Sales Channel:
Direct to customer	$	25,785	$	34,116	$	32,746	$	92,647	$	49,422	$	60,605	$	57,082	$	167,109
Through distribution		17,261		21,274		7,559		46,094		31,680		38,426		12,170		82,276
	$	43,046	$	55,390	$	40,305	$	138,741	$	81,102	$	99,031	$	69,252	$	249,385

	Three Months Ended June 30, 2020								Six Months Ended June 30, 2020
	Cinch Connectivity Solutions		Power Solutions and Protection		Magnetic Solutions		Consolidated		Cinch Connectivity Solutions		Power Solutions and Protection		Magnetic Solutions		Consolidated
By Geographic Region:
North America	$	27,608	$	29,029	$	7,097	$	63,734	$	57,310	$	51,752	$	14,204	$	123,266
Europe		8,356		8,965		1,717		19,038		16,118		18,279		2,918		37,315
Asia		2,944		7,118		28,338		38,400		4,579		11,258		48,731		64,568
	$	38,908	$	45,112	$	37,152	$	121,172	$	78,007	$	81,289	$	65,853	$	225,149
By Sales Channel:
Direct to customer	$	23,600	$	26,894	$	31,021	$	81,515	$	48,652	$	48,471	$	55,363	$	152,486
Through distribution		15,308		18,218		6,131		39,657		29,355		32,818		10,490		72,663
	$	38,908	$	45,112	$	37,152	$	121,172	$	78,007	$	81,289	$	65,853	$	225,149

The balances of the Company’s contract assets and contract liabilities at  June 30, 2021 and December 31, 2020 are as follows:

	June 30,		December 31,
	2021		2020
Contract assets - current (unbilled receivables)	$	18,277	$	14,135
Contract liabilities - current (deferred revenue)	$	1,176	$	2,077

The change in balance of our unbilled receivables from December 31, 2020 to June 30, 2021 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).

The aggregate amount of transaction price allocated to remaining performance obligations that have not been satisfied as of June 30, 2021 related to contracts that exceed one year in duration amounted to $18.3 million, with expected contract expiration dates that range from 2022 - 2025. It is expected that 64% of this aggregate amount will be recognized in 2022, 23% will be recognized in 2023 and the remainder will be recognized in years beyond 2023.

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4. 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 six months ended June 30, 2021 and 2020:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Numerator:
Net earnings	$	7,880	$	5,573	$	11,080	$	1,769
Less dividends declared:
Class A		129		129		257		259
Class B		714		707		1,430		1,416
Undistributed earnings	$	7,037	$	4,737	$	9,393	$	94
Undistributed earnings allocation - basic and diluted:
Class A undistributed earnings	$	1,170	$	794	$	1,565	$	15
Class B undistributed earnings		5,867		3,943		7,828		79
Total undistributed earnings	$	7,037	$	4,737	$	9,393	$	94
Net earnings allocation - basic and diluted:
Class A net earnings	$	1,299	$	923	$	1,822	$	274
Class B net earnings		6,581		4,650		9,258		1,495
Net earnings	$	7,880	$	5,573	$	11,080	$	1,769
Denominator:
Weighted-average shares outstanding:
Class A - basic and diluted		2,145		2,145		2,145		2,145
Class B - basic and diluted		10,237		10,178		10,220		10,151
Net earnings per share:
Class A - basic and diluted	$	0.61	$	0.43	$	0.85	$	0.13
Class B - basic and diluted	$	0.64	$	0.46	$	0.91	$	0.15

5. FAIR VALUE MEASUREMENTS

Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date.  Entities are required to use a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.  There 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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As of June 30, 2021 and December 31, 2020, 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 $0.5 million at June 30, 2021 and $0.7 million at December 31, 2020.  During the first quarter of 2021, the Company entered into foreign exchange forward contracts, the fair value of which was less than $0.1 million at June 30, 2021.  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 3 during the six months ended June 30, 2021 or June 30, 2020.  There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the six months ended June 30, 2021 or June 30, 2020.

There were no financial assets accounted for at fair value on a nonrecurring basis as of June 30, 2021 or December 31, 2020.

The Company has other financial instruments, such as cash and cash equivalents, accounts receivable, restricted cash, 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 June 30, 2021 and December 31, 2020, the estimated fair value of total debt was $114.5 million and $118.4 million, respectively, compared to a carrying amount of $112.9 million and $115.6 million, respectively.  The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of June 30, 2021.

Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets and long-lived assets, are accounted for at fair value on a nonrecurring basis.  These items are tested for impairment upon the occurrence of a triggering event or in the case of goodwill, on at least an annual basis.  The Company considered the impacts of COVID-19 on Bel's business and on general economic conditions when making its assessment on whether a triggering event had occurred during the six months ended June 30, 2021.  Based on the Company's assessment, it was concluded that no triggering events occurred during the six months ended June 30, 2021 or 2020 that would warrant interim impairment testing. 

6. INVENTORIES

The components of inventories are as follows:

	June 30,		December 31,
	2021		2020
Raw materials	$	53,211	$	40,846
Work in progress		29,580		25,916
Finished goods		33,379		33,371
Inventories	$	116,170	$	100,133

7.  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	June 30,			December 31,
	2021			2020
Land	$	1,112		$	1,115
Buildings and improvements		20,814			19,917
Machinery and equipment		127,600			124,114
Construction in progress		2,277			1,603
		151,803			146,749
Accumulated depreciation		(115,056	)		(112,248	)
Property, plant and equipment, net	$	36,747		$	34,501

Depreciation expense was $2.5 million and $2.3 million, respectively, for the three months ended June 30, 2021 and 2020 and $5.0 million and $4.7 million, respectively, for the six months ended June 30, 2021 and 2020.  Depreciation expense related to our manufacturing facilities and equipment is included in cost of sales and depreciation expense associated with administrative facilities and office equipment is included in selling, general and administrative expense within the accompanying condensed consolidated statements of operations.

At June 30, 2021, a total of $1.6 million of property was classified as assets held for sale on the accompanying condensed consolidated balance sheet related to our corporate headquarters building in Jersey City, New Jersey.  

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8. ACCRUED EXPENSES

Accrued expenses consist of the following:

	June 30,		December 31,
	2021		2020
Sales commissions	$	2,494	$	2,574
Subcontracting labor		2,279