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Table of Contents

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

 

FORM 10-K

(MARK ONE)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2020

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 Each 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

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐

No

 

 

 

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐

No

 

 

 

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 checkmark 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

 

 

Yes

 

 

 

 

 

 

 

No ☒

 

The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates (for this purpose, persons and entities other than executive officers and directors) of the registrant, as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2020) was $124.3 million based on the closing sale price as reported on the NASDAQ Global Select Market.

 

Title of Each Class

 

Number of Shares of Common Stock Outstanding as of March 1, 2021

Class A Common Stock

 

2,144,912

Class B Common Stock

 

10,204,602

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

Portions of Bel Fuse Inc.'s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

 

BEL FUSE INC.

 

 

 

 

INDEX

 

 

 

 

 

 

 

Page

 

 

 

 

Cautionary Notice Regarding Forward-Looking Information

1

 

 

 

 

Part I

 

 

 

 

 

 

 

 

Item 1.

Business

2

 

 

 

 

 

Item 1A.

Risk Factors

8

 

 

 

 

 

Item 1B.

Unresolved Staff Comments

14

 

 

 

 

 

Item 2.

Properties

15

 

 

 

 

 

Item 3.

Legal Proceedings

15

 

 

 

 

 

Item 4.

Mine Safety Disclosures

15

 

 

 

 

Part II

 

 

 

 

 

 

 

 

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

16

 

 

 

 

 

Item 6.

Selected Financial Data

17

 

 

 

 

 

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

17

 

 

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

28

 

 

 

 

 

Item 8.

Financial Statements and Supplementary Data

28

 

 

 

 

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

69

 

 

 

 

 

Item 9A.

Controls and Procedures

69

 

 

 

 

 

Item 9B.

Other Information

69

 

 

 

 

Part III

 

 

 

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

70

 

 

 

 

 

Item 11.

Executive Compensation

70

 

 

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

70

 

 

 

 

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

70

 

 

 

 

 

Item 14.

Principal Accounting Fees and Services

70

 

 

 

 

Part IV

 

 

 

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

71

 

 

 

 

 

Item 16.

Form 10-K Summary

71

 

 

 

 

Signatures

 

 

 73

 

 

 

 

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING INFORMATION

 

The terms the "Company," "Bel," "we," "us," and "our" as used in this Annual Report on Form 10-K ("Form 10-K") 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 this Form 10-K. 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 this Form 10-K, 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.

 

 

PART I

 

Item 1.  Business

 

Bel Fuse Inc. 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, military, aerospace, transportation and broadcasting industries.  Bel's portfolio of products also finds application in the automotive, medical and consumer electronics markets.

 

With more than 70 years in operation, Bel has reliably demonstrated the ability to succeed in a variety of product areas across a global platform.  The Company has a strong track record of technical innovation working with the engineering teams of market leaders.  Bel has consistently proven itself a valuable supplier to world-class companies by developing new products with cost effective solutions.

 

The Company is organized under New Jersey law.  Bel's principal executive offices are located at 206 Van Vorst Street, Jersey City, New Jersey 07302, and Bel's telephone number is (201) 432-0463. The Company operates facilities in North America, Europe and Asia and trades on the NASDAQ Global Select Market (ticker symbols BELFA and BELFB).  For information regarding Bel's operating segments, see Note 12, "Segments", of the notes to our consolidated financial statements.  Hereinafter, all references to "Note" will refer to the notes to our consolidated financial statements included in Part II, Item 8. "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

 

Acquisitions have played a critical role in the growth of Bel and the expansion of both our product portfolio and our customer base and continue to be a key element in our growth strategy. The Company may, from time to time, purchase equity positions in companies that are potential merger candidates.  We frequently evaluate possible merger candidates that would provide such potential benefits as an expanded product and technology base that would allow us to expand the breadth of our product offerings to our strategic customers and/or provide an opportunity to reduce overall operating expense as a percentage of revenue.  Other factors such as whether such possible merger candidates are positioned to take advantage of our lower cost offshore manufacturing facilities, and whether a cultural fit would allow the acquired company to be integrated smoothly and efficiently are also considered.

 

On December 3, 2019, we completed the acquisition of the majority of the power supply products business of CUI Inc. (the "CUI power business") through an asset purchase agreement with CUI Global Inc. for $29.2 million (after a working capital adjustment), plus the assumption of certain liabilities.  The CUI power business designs and markets a broad portfolio of AC/DC and DC/DC power supplies and board level components.  The CUI power business is headquartered in Tualatin, Oregon and contributed sales of $43.1 million for 2020 and $2.2 million for 2019.  The acquisition of the CUI power business enhanced Bel's existing offering of power products, allowing us to better address more of our customers' power needs.  It also introduced an alternative business model to Bel's, one which carries a higher gross margin profile and lower manufacturing risk.

 

Products

 

The Company primarily generates revenue through the sale of its products.  Bel offers a broad array of product offerings, which are grouped as follows: Power Solutions & Protection (39% of net sales in 2020), Cinch Connectivity Solutions (32% of net sales in 2020) and Magnetic Solutions (29% of net sales in 2020).  While there are key customers and end markets within each of the three product groups, only one direct customer accounted for more than 10% of our consolidated net sales in 2020 (this customer represented 11.9% of our consolidated net sales in 2020).  Our diverse product mix and customer base minimizes our dependence on any one customer or end market. 

 

Power Solutions and Protection

 

Bel's power conversion products include internal and external AC/DC power supplies, DC/DC converters and DC/AC inverters. These products provide power conversion solutions for a number of Industrial, Networking and Consumer applications.  Bel circuit protection products include board level fuses (miniature, micro and surface mount), and Polymeric PTC (Positive Temperature Coefficient) devices, designed for the global electronic and telecommunication markets.

 

 

Product Line

Function

Applications

Brands Sold Under

Power

Solutions

and

Protection

Front-End Power Supplies

Provides the primary point of isolation between AC main line (input) and the low-voltage DC output that is used to power all electronics downstream

Servers, telecommunication, network and data storage equipment

Bel Power Solutions

Board-Mount Power Products

These are designed to be mounted on a circuit board.  These converters take input voltage and provide localized on-board power to low-voltage electronics.

Telecommunication, networking and a broad range of industrial applications

Bel Power Solutions, MelcherTM, CUI

Industrial Power Products

Converts between AC main line inputs and a wide variety of DC output voltages.

Rail, transportation, automation, test and measurement, medical, military and aerospace applications.

Bel Power Solutions, MelcherTM, CUI

External Power Products Standard and customizable desktop and wall plug adapters that convert AC main input voltages to a variety of DC output voltages. Consumer and industrial devices and equipment CUI

Module Products

Condition, filter, and isolate the electronic signal to ensure accurate data/voice/video transmission within a highly integrated, reduced footprint.

Broadband telecommunications, IoT, Smart Grid and Smart Lighting communication and power solutions for industrial and commercial applications.

Bel

Circuit Protection

Protects devices by preventing current in an electrical circuit from exceeding acceptable levels.

Power supplies, cell phone chargers, consumer electronics, and battery protection.

Bel

 

 

 

Connectivity Solutions

 

Bel offers a comprehensive line of high speed and harsh environment copper and optical fiber connectors and integrated assemblies, which provide connectivity for a wide range of applications across multiple industries including commercial aerospace, military communications, network infrastructure, structured building cabling and several industrial applications.

 

 

Product Line

Function

Applications

Brands Sold Under

Connectivity

Solutions

Expanded Beam Fiber Optic Connectors, Cable Assemblies and Active Optical Devices (transceivers and media converters)

Harsh-environment, high-reliability, flight-grade optical connectivity for high-speed communications.

Military/aerospace, oil and gas well monitoring and exploration, broadcast, communications, RADAR

Stratos®, Fibreco®

Copper-based Connectors / Cable Assemblies-FQIS

Harsh-environment, high-reliability connectivity and fuel quantity monitoring (FQIS).

Avionics, smart munitions, communications, radar and various industrial equipment

Cinch®

RF Connectors, Cable Assemblies, Microwave Devices and Low Loss Cable

Connectors and cable assemblies designed to provide connectivity within radio frequency (RF) applications.

Military/aerospace, test and measurement, high-frequency and wireless communications

Johnson, Trompeter, Midwest MicrowaveTM, Semflex®

RJ and USB Connectors and Cable Assemblies

RJ45, RJ11 and USB connectivity for data/voice/video transmission.

Largely Ethernet applications including network routers, hubs, switches, and patch panels; and emerging internet-of-things (IoT) applications

Stewart Connector

 

Magnetic Solutions

 

Bel's Magnetics offers industry leading products.  The Company's ICM products integrate RJ45 connectors with discrete magnetic components to provide a more robust part that allows customers to substantially reduce board space and inventory requirements.  Power Transformers include standard and custom designs for use in industrial instrumentation, alarm and security systems, motion control, elevators, and medical products.

 

 

Product Line

Function

Applications

Brands Sold Under

Magnetic

Solutions

Integrated Connector Modules (ICMs)

Condition, filter, and isolate the electronic signal to ensure accurate data/voice/video transmission and provide RJ45 and USB connectivity.

Network switches, routers, hubs, and PCs used in multi-speed Gigabit Ethernet, Power over Ethernet (PoE), PoE Plus and home networking applications.

Bel, TRP Connector®, MagJack®

Power Transformers

Safety isolation and distribution.

Power supplies, alarm, fire detection, and security systems, HVAC, lighting and medical equipment. Class 2, three phase, chassis mount, and PC mount designs available.

Signal

SMD Power Inductors & SMPS Transformers

A passive component that stores energy in a magnetic field.  Widely used in analog electronic circuitry.

Switchmode power supplies, DC/DC converters, LED lighting, automotive and consumer electronics.

Signal

Discrete Components-Telecom

Condition, filter, and isolate the electronic signal to ensure accurate data/voice/video transmission.

Network switches, routers, hubs, and PCs used in multi-speed Gigabit Ethernet and Power over Ethernet (PoE).

Bel

 

 

 

Sales and Marketing

 

We sell our products to customers throughout North America, Europe and Asia. Sales are made through one of three channels: direct strategic account managers, regional sales managers working with independent sales representative organizations or authorized distributors. Bel's strategic account managers are assigned to handle major accounts requiring global coordination.

 

Independent sales representatives and authorized distributors are overseen by the Company's sales management personnel located throughout the world. As of December 31, 2020, we had a sales and support staff of 196 persons that supported a network of sales representative organizations and non-exclusive distributors. We have written agreements with all of our sales representative organizations and most of our major distributors. These written agreements, terminable on short notice by either party, are standard in the industry.

 

Sales support functions have also been established and located in our international facilities to provide timely, efficient support for customers. This supplemental level of service, in addition to first-line sales support, enables us to be more responsive to customers' needs on a global level. Our marketing capabilities include product management which drives new product development, application engineering for technical support and marketing communications.

 

Market Factors

 

Competition

 

We operate in a variety of markets, all of which are highly competitive. There are numerous independent companies and divisions of major companies that manufacture products that are competitive with one or more of our products.

 

Our ability to compete is dependent upon several factors including product performance, quality, reliability, depth of product line, customer service, technological innovation, design, delivery time and price. Overall financial stability and global presence also give us a favorable position in relation to many of our competitors.  Management intends to maintain a strong competitive posture in the markets we serve by continued expansion of our product lines and ongoing investment in research, development and manufacturing resources.  The preceding sentence represents a Forward-Looking Statement.  See "Cautionary Notice Regarding Forward-Looking Information."

 

Trends in Market Demand

 

Product orders, or bookings, received during 2020 amounted to $448.8 million, a 3% reduction from 2019.  By product group, orders received for our Power Solutions and Protection products amounted to $183.0 million in 2020, a 30% increase from 2019.  A large portion of this increase was due to incremental bookings from the recently-acquired CUI business of $43.4 million.  The CUI business had historically strong sales in 2020 as demand for adaptors for use in home offices increased significantly due to the COVID-19 pandemic.  We have also seen an increase in demand for our circuit protection products in 2020, and within the e-mobility and industrial markets for our power products.  Bookings for our Connectivity Solutions products declined by 29% from 2019 to $126.9 million in 2020, largely due to a reduction in demand from our direct and aftermarket commercial aerospace customers due to low levels of new aircraft production rates and the continued pause in global travel during the ongoing COVID-19 pandemic.  Orders received for our Magnetic Solutions products were $138.9 million in 2020, 3% lower than in 2019.   

 

Backlog of Orders

 

We typically manufacture products against firm orders and projected usage by customers. Cancellation and return arrangements are either negotiated by us on a transactional basis or contractually determined.  We estimate the value of the backlog of orders as of February 28, 2021 to be approximately $179.6 million as compared with a backlog of $186.3 million as of February 29, 2020.  Management estimates that approximately 85%-90% of the Company's backlog as of February 28, 2021 will be shipped by December 31, 2021. Factors that could cause the Company to fail to ship all such orders by year-end include unanticipated supply difficulties, changes in customer demand and new customer designs.  Due to these factors, backlog may not be a reliable indicator of the timing of future sales. 

 

 

 

 

Research and Development ("R&D")

 

Our engineering groups are strategically located around the world to facilitate communication with and access to customers' engineering personnel. This collaborative approach enables partnerships with customers for technical development efforts. The global capabilities and collaborative approach allows Bel to develop leading edge technological products that support highly complex and evolving markets such as e-mobility, cloud computing, military, aerospace, and others. On occasion, we execute non-disclosure agreements with customers to help develop proprietary, next generation products destined for rapid deployment.  We also sponsor membership in technical organizations that allow our engineers to participate in developing standards for emerging technologies. It is management's opinion that this participation is critical in establishing credibility and a reputable level of expertise in the marketplace, as well as positioning the Company as an industry leader in new product development.

 

R&D costs are expensed as incurred.  Generally, R&D is performed internally for the benefit of the Company.  R&D costs include salaries, building maintenance and utilities, rents, materials, administrative costs and miscellaneous other items.  

 

Resources

 

Raw Materials and Sourcing

 

We have multiple suppliers for most of the raw materials that we purchase.  Where possible, we have contractual agreements with suppliers to assure a continuing supply of critical components.

 

With respect to those items which are purchased from single sources, we believe that comparable items would be available in the event that there were a termination of our existing business relationships with any such supplier.  While such a termination could produce a disruption in production, we believe that the termination of business with any one of our suppliers would not have a material adverse effect on our long-term operations. Actual experience could differ materially from this belief as a result of a number of factors, including the time required to locate an alternative supplier, and the nature of the demand for our products.  In the past, we have experienced shortages in certain raw materials, such as capacitors, ferrites and integrated circuits ("IC's"), when these materials were in great demand.  Even though we may have more than one supplier for certain materials, it is possible that these materials may not be available to us in sufficient quantities or at the times desired by us.  In the event that the current economic conditions have a negative impact on the financial condition of our suppliers, this may impact the availability and cost of our raw materials.

 

Intellectual Property

 

We have acquired or been granted a number of patents in the U.S., Europe and Asia and have additional patent applications pending relating to our products. While we believe that the issued patents are defendable and that the pending patent applications relate to patentable inventions, there can be no assurance that a patent will be obtained from the applications or that our existing patents can be successfully defended.  It is management's opinion that the successful continuation and operation of our business does not depend upon the ownership of patents or the granting of pending patent applications, but upon the innovative skills, technical competence and marketing and managerial abilities of our personnel.  Our U.S. design patents have a life of 14 years and our U.S. utility patents have a life of 17 years from the date of issue or 20 years from filing of patent applications.  Our existing patents expire on various dates from March 2021 to January 2039.

 

We utilize registered trademarks in the U.S., Europe and Asia to identify various products that we manufacture.  The trademarks survive as long as they are in use and the registrations of these trademarks are renewed.

 

Government Contracts

 

We must comply with and are affected by laws and regulations relating to the award, administration, and performance of U.S. Government contracts. Government contract laws and regulations affect how we do business with our customers and, in some instances, impose added costs on our business. A violation of specific laws and regulations could result in the imposition of fines and penalties or the termination of our contracts or debarment from bidding on contracts. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks, or filing false claims. We have been, and expect to continue to be, subjected to audits and investigations by government agencies. The failure to comply with the terms of our government contracts could harm our business reputation. It could also result in our progress payments being withheld.

 

 

 

 

5

 

In some instances, these laws and regulations impose terms or rights that are more favorable to the government than those typically available to commercial parties in negotiated transactions. For example, the U.S. Government may terminate any of our government contracts and, in general, subcontracts, at its convenience as well as for default based on performance. Upon termination for convenience of a fixed-price type contract, we normally are entitled to receive the purchase price for delivered items, reimbursement for allowable costs for work-in-process, and an allowance for profit on work actually completed on the contract or adjustment for loss if completion of performance would have resulted in a loss. Upon termination for convenience of a Federal Government cost reimbursement contract, we normally are entitled to reimbursement of allowable costs plus a portion of the fee. Such allowable costs would normally include our cost to terminate agreements with our suppliers and subcontractors. The amount of the fee recovered, if any, is related to the portion of the work accomplished prior to termination and is determined by negotiation.

 

Seasonality

 

In the People's Republic of China ("PRC"), the availability of labor is cyclical and is significantly affected by the migration of workers in relation to the annual Lunar New Year holiday.  Each year following the Lunar New Year holiday, we must assess the worker return rate and whether it is adequate to meet the needs of current demand from our customers.  Accordingly, we must continually recruit and train new workers to replace those lost to attrition each year and to address peaks in demand that may occur from time to time.  This temporary setback in production has historically resulted in our first quarter sales being the lowest sales quarter of the year.  Further, recruiting and training efforts and related inefficiencies, as well as overtime required in order to meet demand, can add volatility to the costs incurred by the Company for labor in the PRC, primarily during the first quarter of the year.

 

Government Regulations

 

The Company is subject to various government regulations in the United States as well as various jurisdictions where it operates. These regulations cover several diverse areas including trade compliance, anti-bribery, anti-corruption, money laundering, and data and privacy protection. Regulatory or government authorities where the Company operates may have enforcement powers that can subject the company to legal penalties or other measures and can impose changes or conditions in the way it conducts business.

 

Human Capital Resources, Strategy and Management

 

At Bel, our values guide everything we do. We are committed to the highest standards of ethical and legal conduct and have 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.  We hold our associates to this standard and offer the same in return. Our Code of Ethics was created to ensure that our associates, officers, directors, partners, contractors, and suppliers follow our commitment to customer satisfaction in accordance with ethical and legal standards, guided by the basic, unchanging principle of integrity.

 

Our Human Capital Strategy is built around four areas:

 

Extraordinary Performance

 

Our associates are a critical driver of Bel’s global business results. On December 31, 2020, Bel employed approximately 6,400 associates across 14 countries, with 23 percent located within North America. Outside of the United States, our largest employee populations were located within Mexico, Slovakia and the PRC. We regularly monitor various key performance indicators around the key human capital priorities of attracting, retaining, and engaging our global talent. In addition, we enable the execution of our strategic priorities by providing all associates with access to training and development opportunities to improve critical skill sets.

 

6

 

Great Associates

 

Bel is committed to fostering an environment that respects and encourages individual differences, diversity of thought, and talent. We strive to create a workplace where associates feel that their contributions are welcomed and valued, allowing them to fully engage their talents and training in their work, while generating personal satisfaction in their role within Bel. Bel has been engaged in a strategy dedicated to evolving our inclusive culture while addressing underrepresentation across our Company.

 

Across the organization, there are a variety of ways we invest in our people to learn - on the job, in the classroom, through self-directed learning, or through leadership programs. We have expanded our learning management system to make new content and training available to our associates. The Company has also expanded leadership development programs and continues to expand internship programs to continue to develop new talent.

 

Health and Safety

 

Bel offers a variety of programs globally to protect the health and safety of our associates. While we maintain targets for year-over-year reduction of the total recordable incident rate and serious injuries, our goal is always zero.

 

In 2020, we focused on the immediate demands within the context of COVID-19 challenges. Where possible, associates were moved to a remote work environment. In addition, we implemented additional safeguards in our plants consistent with the guidelines provided by the Centers for Disease Control and Prevention (CDC) and other health organizations around the world.  In addition, the Company also invested in various programs globally to support associates' mental and physical health during the pandemic. We will continue to evolve these programs to protect the health and safety of our associates through awareness training and wellness programs.

 

Culture

 

In an increasingly competitive global marketplace, Bel succeeds when we attract and retain the best talent and when our associates reflect the diversity of our consumers.

 

We are committed to increasing the diversity of our workforce by participating in networking and community events and to actively recruit and hire veterans, women, minorities, and individuals with disabilities.

 

As a global leader in delivering reliable solutions, Bel has signed a Statement of Support Program declaration to show support for National Guard and Reserve member associates coordinated by the Department of Defense's Employer Support of the Guard and Reserve (ESGR) program. The intent of the program is to increase employer support by encouraging employers to act as advocates for associate participation in the military.

 

The employee lifecycle is the foundation for the mission of the Human Resources function within the Company.  The Mission of Human Resources is to “Recruit, Train and Retain the best people.  Create an environment where associates make a difference.  Provide challenging work, a positive work environment and career opportunities.”  

 

We take pride in recognizing our associates around the world and the job well done over the last year.

 

Available Information

 

We maintain a website at www.belfuse.com where we make available the proxy statements, press releases, registration statements and reports on Forms 3, 4, 8-K, 10-K and 10-Q that we (and in the case of Section 16 reports, our insiders) file with the SEC. These forms are made available as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Press releases are also issued via electronic transmission to provide access to our financial and product news, and we provide notification of and access to voice and internet broadcasts of our quarterly and annual results.  Our website also includes investor presentations and corporate governance materials.

 

 

Item 1A.  Risk Factors

 

The risks described below should be carefully considered before making an investment decision. These are the risk factors that we consider to be material, but they are not the only risk factors that should be considered in making an investment decision. This Form 10-K also contains Forward-Looking Statements that involve risks and uncertainties. See the "Cautionary Notice Regarding Forward-Looking Information," above. Our business, consolidated financial condition and consolidated results of operations could be materially adversely affected by any of the risk factors described below, under "Cautionary Notice Regarding Forward-Looking Information" or with respect to specific Forward-Looking Statements presented herein. The trading price of our securities could decline due to any of these risks, and investors in our securities may lose all or part of their investment. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially adversely affect our business in the future.

 

STRATEGIC RISKS

 

We conduct business in a highly competitive industry.

 

Our business is largely in a highly competitive worldwide industry, with relatively low barriers to competitive entry. We compete principally on the basis of product performance, quality, reliability, depth of product line, customer service, technological innovation, design, delivery time and price. The industry in which we operate has become increasingly concentrated and globalized in recent years and our major competitors, some of which are larger than Bel, have significant financial resources and technological capabilities.

 

Our intellectual property rights may not be adequately protected under the current state of the law.

 

Our efforts to protect our intellectual property rights through patent, copyright, trademark and trade secret laws in the United States and in other countries may not prevent misappropriation, and our failure or inability to protect our proprietary rights could materially adversely affect our business, financial condition, operating results and future prospects. A third party could, without authorization, copy or otherwise appropriate our proprietary information. Our agreements with employees and others who participate in development activities could be breached, we may not have adequate remedies for any breach, and our trade secrets may otherwise become known or independently developed by competitors.

 

Our acquisitions may not produce the anticipated results.

 

A significant portion of our growth has been attributable to acquisitions. We cannot assure that we will identify or successfully complete transactions with suitable acquisition candidates in the future. If an acquired business fails to operate as anticipated or cannot be successfully integrated with our other businesses, our results of operations, enterprise value, market value and prospects could all be materially and adversely affected.  Integration of new acquisitions into our consolidated operations may result in lower average operating results for the group as a whole, and may divert management's focus from the ongoing operations of the Company during the integration period.

 

Our strategy also focuses on the reduction of selling, general and administrative expenses through the integration or elimination of redundant sales facilities and administrative functions at acquired companies.  If we are unable to achieve our expectations with respect to our acquisitions, such inability could have a material and adverse effect on our results of operations.  During the year ended December 31, 2019, we recorded a goodwill impairment charge of $8.9 million due to weakened market conditions in our former North America operating segment.  If the acquisitions fail to perform up to our expectations, or if there is further weakening of economic conditions, we could be required to record additional impairment charges. 

 

We are dependent on our ability to develop new products.

 

Our future operating results are dependent, in part, on our ability to develop, produce and market new and more technologically advanced products. There are numerous risks inherent in this process, including the risks that we will be unable to anticipate the direction of technological change or that we will be unable to timely develop and bring to market new products and applications to meet customers' changing needs.

 

 

 

 

OPERATIONAL RISKS

 

Our global operations and demand for our products face risks related to health epidemics such as the coronavirus.

 

Any outbreaks of contagious diseases and other adverse public health developments in countries where we operate could have a material and adverse effect on our business, consolidated financial condition and consolidated results of operations. In January 2020, the outbreak of COVID-19 was first identified and had an unfavorable impact on our four largest manufacturing facilities, which are located in China, throughout the first quarter of 2020.  Travel restrictions imposed by the local governmental authorities to control the spread of the virus resulted in an extended closure of our facilities in China over the Lunar New Year holiday, with the return of workers delayed after the holiday break.  Our overall worker return rate at our China facilities was approximately 85% by early March 2020 and these factories have been running at near normal productivity levels since that time.  Our suppliers, customers and our customers’ contract manufacturers were similarly impacted earlier in 2020, and the majority have returned to near pre-COVID-19 production levels. 

 

Throughout the remainder of 2020, many of the jurisdictions in which we operate within North America and Europe had mandated shelter-in-place orders, with the exception of essential businesses.  As of the filing date of this Annual Report on Form 10-K, all of the Company's manufacturing sites were open, with certain locations at reduced workforce levels due to local government mandates.  As the status of the COVID-19 outbreak continues to be uncertain particularly in the U.S. and Europe, additional Bel facilities could become negatively impacted.  In addition, COVID-19 has adversely affected the economies and financial markets of many countries, resulting in an economic downturn that has affected demand for certain of our end customers’ products. The extent to which COVID-19 will impact our business and our consolidated financial results will depend on future developments which are highly uncertain and cannot be predicted at the time of the filing of this Annual Report on Form 10-K.  See "The Effects of COVID-19 on Bel’s Business" in Item 7 of this Annual Report on Form 10-K for a discussion of how COVID-19 is currently impacting our business.

 

We may experience labor unrest.

 

As we periodically implement transfers of certain of our operations, we may experience strikes or other types of labor unrest as a result of lay-offs or termination of employees in higher labor cost countries.  Our manufacturing facilities in the United Kingdom and Mexico are represented by labor unions and substantially all of our factory workers in the PRC are represented by government-sponsored unions.

 

We may experience labor shortages.

 

Government, economic, social and labor policies in the PRC may cause shortages of factory labor in areas where we have some of our products manufactured.  Further, availability of labor is cyclical and is significantly affected by the migration of workers in relation to the annual Lunar New Year holiday.  If we are required to manufacture more of these products outside of the PRC as a result of such shortages, our margins will likely be materially adversely affected.

 

A shortage of availability or an increase in the cost of high-quality raw materials, components and other resources may adversely impact our ability to procure these items at cost effective prices and thus may negatively impact profit margins.

 

Our results of operations may be materially adversely impacted by difficulties in obtaining raw materials, supplies, power, labor, natural resources and any other items needed for the production of our products, as well as by the effects of quality deviations in raw materials and the effects of significant fluctuations in the prices of existing inventories and purchase commitments for these materials.  Many of these materials and components are produced by a limited number of suppliers and their availability to us may be constrained by supplier capacity.  See "Key Factors Affecting our Business" in Item 7 of this Annual Report on Form 10-K for a discussion of how pricing and availability of materials is currently impacting our business.

 

The loss of certain substantial customers could materially and adversely affect us.

 

During the year ended December 31, 2020, sales to one direct customer exceeded 10% of our consolidated net sales.  This customer, Hon Hai/Foxconn Technology Group, a contract manufacturer utilized by various end customers, represented 11.9% of our 2020 consolidated net sales.  We believe that the loss of this customer could have a material adverse effect on our consolidated financial position and consolidated results of operations.  We have experienced significant concentrations of customers in prior years. See Note 12, "Segments" for additional disclosures related to our significant customers.  Furthermore, factors that negatively impact the businesses of our major customers, such as the grounding of aircraft at a major commercial aerospace customer, could materially and adversely affect us even if the customer represents less than 10% of our 2020 consolidated net sales.

 

 

 

We may not achieve all of the expected benefits from our restructuring programs.

 

We have implemented a number of restructuring programs in recent years and we may continue to restructure or rationalize our operations in future periods. These programs include various cost savings, the consolidation of certain facilities and the reduction of headcount. We make certain assumptions in estimating the anticipated savings we expect to achieve under such programs, which include the estimated savings from the elimination of certain headcount and the consolidation of facilities. These assumptions may turn out to be incorrect due to a variety of factors. In addition, our ability to realize the expected benefits from these programs is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. If we are unsuccessful in implementing these programs or if we do not achieve our expected results, our results of operations and cash flows could be adversely affected or our business operations could be disrupted.

 

There are risks related to the implementation of our new global enterprise resource planning system.

 

We are currently engaged in a multi-year process of conforming the majority of our operations onto one global enterprise resource planning system ("ERP").  The ERP is designed to improve the efficiency of our supply chain and financial transaction processes, accurately maintain our books and records, and provide information important to the operation of the business to our management team. The implementation of the ERP will continue to require significant investment of human and financial resources, and we may experience significant delays, increased costs and other difficulties as a result. Any significant disruption or deficiency in the design and implementation of the ERP could have a material adverse effect on our ability to fulfill and invoice customer orders, apply cash receipts, place purchase orders with suppliers, and make cash disbursements, and could negatively impact data processing and electronic communications among business locations, which may have a material adverse effect on our business, consolidated financial condition or consolidated results of operations. We also face the challenge of supporting our older systems and implementing necessary upgrades to those systems while we implement the new ERP system. While we have invested significant resources in planning and project management, significant implementation issues may arise.

 

FINANCIAL RISKS

 

There are several factors which can cause our margins to suffer.

 

Our margins could be substantially impacted by the following factors. 

 

 

Declines in Selling Prices: The average selling prices for our products tend to decrease over their life cycles, and customers put pressure on suppliers to lower prices even when production costs are increasing. Further, increased competition from low cost suppliers around the world has put additional pressures on pricing. Any drop in demand for our products or increase in supply of competitive products could also cause a dramatic drop in our average sales prices. 

 

 

Increases in Material Costs: While we continually strive to negotiate better pricing for components and raw materials, an increase in industry demand for or supplier shortages of certain components can result in higher material costs, or premiums incurred for expedited orders.  Further, commodity prices, especially those pertaining to gold, copper and silver, can be volatile.  Fluctuations in these prices and other commodity prices associated with Bel's raw materials will have a corresponding impact on our profit margins.

 

 

Increases in Labor Costs: Wage rates, particularly in the PRC, Mexico and Slovakia where the majority of our manufacturing associates are located, have been gradually increasing in recent years as government-mandated increases in the minimum wage rate in these jurisdictions cause an increase in our overall pay scale.  Labor costs can also be impacted by fluctuations in the exchange rates in which local wages are paid as compared to the U.S. dollar. 

 

Profit margins will be materially and adversely impacted if we are not able to reduce our costs of production, introduce technological innovations as sales prices decline, or pass through cost increases to customers.

 

Our backlog figures may not be reliable indicators. 

 

Many of the orders that comprise our backlog may be delayed, accelerated or canceled by customers without penalty. Customers may on occasion double order from multiple sources to ensure timely delivery when lead times are particularly long. Customers often cancel orders when business is weak and inventories are excessive.  Therefore, we cannot be certain that the amount of our backlog equals or exceeds the level of orders that will ultimately be delivered. Our results of operations could be adversely impacted if customers cancel a material portion of orders in our backlog.

 

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

 

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

 

 

 

 

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay acquisitions, investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. Our credit agreement restricts our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

 

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our consolidated financial position and consolidated results of operations. If we cannot make scheduled payments on our debt, we will be in default, the lenders under the credit agreement could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. 

 

Our level of indebtedness could negatively impact our access to the capital markets and our ability to satisfy financial covenants under our existing credit agreement.

 

Our U.S. debt service requirements are significant in relation to our U.S. revenue and cash flow.  This leverage exposes us to risk in the event of downturns in our business, in our industry or in the economy generally, and may impair our operating flexibility and our ability to compete effectively.  Our current credit agreement requires us to maintain certain covenant ratios, and the ratios become more restrictive at specific dates during the term.  If we do not continue to satisfy these required ratios or receive waivers from our lenders, we will be in default under the credit agreement, which could result in an accelerated maturity of our debt obligations.  We cannot assure investors that we will be able to access private or public debt or equity on satisfactory terms, or at all.  Any equity financing that could be arranged may dilute existing shareholders and any debt financing that could be arranged may result in the imposition of more stringent financial and operating covenants.

 

 

LEGAL, TAX AND REGULATORY RISKS

 

We may be sued by third parties for alleged infringement of their proprietary rights and we may incur defense costs and possibly royalty obligations or lose the right to use technology important to our business.

 

From time to time, we receive claims by third parties asserting that our products violate their intellectual property rights.  Any intellectual property claims, with or without merit, could be time consuming and expensive to litigate or settle and could divert management attention from administering our business.  A third party asserting infringement claims against us or our customers with respect to our current or future products may materially and adversely affect us by, for example, causing us to enter into costly royalty arrangements or forcing us to incur settlement or litigation costs.

 

We are subject to taxation in multiple jurisdictions. As a result, any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material adverse effect on our business, consolidated financial condition or consolidated results of operations.

 

We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the international scope of our operations and our corporate and financing structure. We are also subject to transfer pricing laws with respect to our intercompany transactions, including those relating to the flow of funds among our companies. Adverse developments in fiscal or tax laws, regulations or policies, or any change in position regarding the application, administration or interpretation thereof, in any applicable jurisdiction, could have a material adverse effect on our business, consolidated financial condition or consolidated results of our operations. In addition, the tax authorities in any applicable jurisdiction, including the United States, may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions. If any applicable tax authorities, including U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of our transactions, it could have a material adverse effect on our business, consolidated financial condition or consolidated results of our operations.

 

Expanding and evolving data privacy laws and regulations could impact our business and expose us to increased liability.

 

Our global business is subject to complex and changing laws and regulations including but not limited to privacy, data security and data localization. Evolving foreign events, including the effect of the United Kingdom's withdrawal from the European Union, may adversely affect our revenues and could subject us to new regulatory costs and challenges (such as the transfer of personal data between the EU and the United Kingdom), in addition to other adverse effects that we are unable to effectively anticipate. This may impose significant requirements on how we collect, process and transfer personal data, as well as significant financial penalties for non-compliance.  Any inability to adequately address privacy concerns, even if unfounded, or to comply with the more complex privacy or data protection laws, regulations and privacy standards, could lead to significant financial penalties, which may result in a material and adverse effect on our consolidated results of operations.

 

 

11

 

RISKS RELATED TO OUR COMMON STOCK

 

As a result of protective provisions in the Company's certificate of incorporation, the voting power of holders of Class A common shares whose voting rights are not suspended (including officers, directors and principal shareholders) may be increased at future meetings of the Company's shareholders.

 

The Company's certificate of incorporation provides that if a shareholder, other than shareholders subject to specific exceptions, acquires (after the date of the Company's 1998 recapitalization) 10% or more of the outstanding Class A common stock and does not own an equal or greater percentage of all then outstanding shares of both Class A and Class B common stock (all of which common stock must have been acquired after the date of the 1998 recapitalization), such shareholder must, within 90 days of the trigger date, purchase Class B common shares, in an amount and at a price determined in accordance with a formula described in the Company's certificate of incorporation, or forfeit its right to vote its Class A common shares. As of February 28, 2021, to the Company's knowledge, there was one shareholder of the Company's common stock with ownership in excess of 10% of Class A outstanding shares with no ownership of the Company's Class B common stock and with no basis for exception from the operation of the above-mentioned provisions. In order to vote its shares at Bel's next shareholders' meeting, this shareholder must either purchase the required number of Class B common shares or sell or otherwise transfer Class A common shares until its Class A holdings are under 10%. As of February 28, 2021, to the Company's knowledge, this shareholder owned 21.6% of the Company's Class A common stock and had not taken steps to either purchase the required number of Class B common shares or sell or otherwise transfer Class A common shares until its Class A holdings fall below 10%.  Unless and until this situation is satisfied in a manner permitted by the Company's Restated Certificate of Incorporation, the subject shareholder will not be permitted to vote its shares of common stock.

 

To the extent that the voting rights of particular holders of Class A common stock are suspended as of times when the Company's shareholders vote due to the above-mentioned provisions, such suspension will have the effect of increasing the voting power of those holders of Class A common shares whose voting rights are not suspended.  As of February 28, 2021, Daniel Bernstein, the Company's chief executive officer, beneficially owned 380,686 Class A common shares (or 22.6%) of the outstanding Class A common shares whose voting rights were not suspended, and all directors and current executive officers as a group (which includes Daniel Bernstein) beneficially owned 391,534 Class A common shares (or 23.1%) of the outstanding Class A common shares whose voting rights were not suspended.

 

Our stock price, like that of many technology companies, has been and may continue to be volatile.

 

The market price of our common stock may fluctuate as a result of variations in our quarterly operating results and other factors beyond our control.  These fluctuations may be exaggerated if the trading volume of our common stock is low.  The market price of our common stock may rise and fall in response to a variety of other factors, including:

 

announcements of technological or competitive developments;

general market or economic conditions;

the impact of the ongoing COVID-19 pandemic on our operations and supply chain;

market or economic conditions specific to particular geographical areas in which we operate;

acquisitions or strategic alliances by us or our competitors;

the gain or loss of a significant customer or order; or

changes in estimates of our financial performance or changes in recommendations by securities analysts regarding us or our industry

 

In addition, equity securities of many technology companies have experienced significant price and volume fluctuations even in periods when the capital markets generally are not distressed.  These price and volume fluctuations often have been unrelated to the operating performance of the affected companies.

 

 

 

Our results of operations may be materially and adversely impacted by environmental and other regulations.

 

Our manufacturing operations, products and/or product packaging are subject to environmental laws and regulations governing air emissions; wastewater discharges; the handling, disposal and remediation of hazardous substances, wastes and certain chemicals used or generated in our manufacturing processes; employee health and safety labeling or other notifications with respect to the content or other aspects of our processes, products or packaging; restrictions on the use of certain materials in or on design aspects of our products or product packaging; and, responsibility for disposal of products or product packaging. Discussions and proposals related to gas emissions and climate change have increasingly become the subject of substantial attention; additional regulation in this area could have the effect of restricting our business operations or increasing our operating costs.  More stringent environmental regulations may be enacted in the future, and we cannot presently determine the modifications, if any, in our operations that any such future regulations might require, or the cost of compliance with these regulations.

 

 

GENERAL RISKS

 

The global nature of our operations exposes us to numerous risks that could materially adversely affect our consolidated financial condition and consolidated results of operations.

 

We operate in 15 countries, and our products are distributed in those countries as well as in other parts of the world. A large portion of our manufacturing operations are located outside of the United States and a large portion of our sales are generated outside of the United States. Operations outside of the United States, particularly operations in developing regions, are subject to various risks that may not be present or as significant for our U.S. operations. Economic uncertainty in some of the geographic regions in which we operate, including developing regions, could result in the disruption of commerce and negatively impact cash flows from our operations in those areas.

 

Risks inherent in our international operations include:

 

 

COVID-19-related closures and other pandemic-related uncertainties in the countries in which we operate;

 

Import and export regulations that could erode profit margins or restrict exports;

 

Foreign exchange controls and tax rates;

 

Foreign currency exchange rate fluctuations, including devaluations;

 

Changes in regional and local economic conditions, including local inflationary pressures;

 

Difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;

 

Variations in protection of intellectual property and other legal rights;

 

More expansive legal rights of foreign unions or works councils;

 

Changes in labor conditions and difficulties in staffing and managing international operations;

 

Inability or regulatory limitations on our ability to move goods across borders;

 

Changes in laws and regulations, including the laws and policies of the United States affecting trade, tariffs and foreign investment;

 

Restrictive governmental actions such as those on transfer or repatriation of funds and trade protection matters, including antidumping duties, tariffs, trade wars, embargoes and prohibitions or restrictions on acquisitions or joint ventures;

 

Social plans that prohibit or increase the cost of certain restructuring actions;

 

The uncertainty surrounding the implementation and effects of Brexit;

 

The potential for nationalization of enterprises or facilities; and

 

Unsettled political conditions and possible terrorist attacks against U.S. or other interests.

 

As a multi-national company, we are faced with increased complexities due to recent changes to the U.S. corporate tax code relating to our unremitted foreign earnings, potential revisions to international tax law treaties, and renegotiated trade deals.  In addition, other events, such as the United Kingdom's exit from the European Union and the ongoing discussion and negotiations concerning varying levels of tariffs on product imported from the PRC, also create a level of uncertainty.  If we are unable to anticipate and effectively manage these and other risks, it could have a material and adverse effect on our business, our consolidated results of operations and consolidated financial condition.

 

 

 

Cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, consolidated financial condition and consolidated results of operations.

 

Cyber threats are rapidly evolving and are becoming increasingly sophisticated. Our Company expects to continue to experience cyber threats from time to time, which pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. Disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyber-attacks or security breaches of our networks or systems, could result in the loss of customers and business opportunities, legal liability, regulatory fines, penalties or intervention, other litigation, regulatory and legal risks and the costs associated therewith, reputational damage, reimbursement or other compensatory costs, remediation costs, increased cybersecurity protection costs, additional compliance costs, increased insurance premiums, and lost revenues, damage to the Company's competitiveness, stock price, and long-term shareholder value, any of which could materially adversely affect our business, financial condition and results of operations. While we attempt to mitigate these risks, our systems, networks, products, solutions and services remain potentially vulnerable to advanced and persistent threats. We also maintain and have access to sensitive, confidential or personal data or information in certain of our businesses that is subject to privacy and security laws and regulations. Despite our efforts to protect such sensitive, confidential or personal data or information, our facilities and systems and those of our customers and third-party service providers may be vulnerable to security breaches, theft, fraud, misplaced or lost data, “Acts of God”, programming and/or human errors that could lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions, which in turn could adversely affect our consolidated financial condition and consolidated results of operations.

 

A loss of the services of the Company's executive officers or other skilled associates could negatively impact our operations and results.

 

The success of the Company's operations is largely dependent upon the performance of its executive officers, managers, engineers and salespeople.  Many of these individuals have a significant number of years of experience within the Company and/or the industry in which we compete and would be extremely difficult to replace.  The loss of the services of any of these associates may materially and adversely impact our results of operations if we are unable to replace them in a timely manner.

 

 

 

Item 1B.   Unresolved Staff Comments

 

None.

 

 

Item 2.   Properties

 

The Company is headquartered in Jersey City, New Jersey, where it currently owns 19,000 square feet of office and warehouse space. In addition to its facilities in Jersey City, New Jersey, the Company occupies 324,000 square feet at 22 non-manufacturing facilities, which are used primarily for management, financial accounting, engineering, sales and administrative support.  Of this space, the Company leases 216,000 square feet in 17 facilities and owns properties of 125,000 square feet.

 

The Company also operated 20 manufacturing facilities in 7 countries as of December 31, 2020.  Approximately 14% of the 2.2 million square feet the Company occupies is owned while the remainder is leased.    See Note 17, "Commitments and Contingencies", for additional information pertaining to leases.

 

The following is a list of the locations of the Company's principal manufacturing facilities at December 31, 2020: 

 

Location

  Approximate Square Feet   Owned/ Leased   Percentage Used for Manufacturing  
                   
Dongguan, People's Republic of China   650,000   Leased   28 %
Pingguo, People's Republic of China   251,000   Leased   71 %
Shenzhen, People's Republic of China   227,000   Leased   100 %
Zhongshan, People's Republic of China   314,000   Leased   86 %
Zhongshan, People's Republic of China   118,000   Owned   100 %
Zhongshan, People's Republic of China   78,000   Owned   100 %
Louny, Czech Republic   11,000   Owned   75 %
Dubnica nad Vahom, Slovakia   35,000   Owned   100 %
Dubnica nad Vahom, Slovakia   70,000   Leased   100 %
Worksop, United Kingdom   51,000   Leased   28 %
Chelmsford, United Kingdom   17,000   Leased   80 %
Sudbury, United Kingdom   12,000   Leased   90 %
Dominican Republic   33,000   Leased   85 %
Cananea, Mexico   29,000   Leased   60 %
Reynosa, Mexico   77,000   Leased   56 %
Glen Rock, Pennsylvania   74,000   Owned   60 %
Waseca, Minnesota   124,000   Leased   83 %
McAllen, Texas   40,000   Leased   56 %
Melbourne, Florida   18,000   Leased   64 %
Tempe, Arizona   8,000   Leased   100 %
                   
    2,237,000          

 

Of the space described above, 289,000 square feet is used for engineering, warehousing, sales and administrative support functions at various locations and 463,000 square feet is designated for dormitories, canteen and other employee related facilities in the PRC.

 

The Territory of Hong Kong became a Special Administrative Region ("SAR") of the PRC during 1997.  The territory of Macao became a SAR of the PRC at the end of 1999. Management cannot presently predict what future impact, if any, this will have on the Company or how the political climate in the PRC will affect its contractual arrangements in the PRC.  A significant portion of the Company's manufacturing operations and approximately 32.6% of its identifiable assets are located in Asia.

 

Item 3.   Legal Proceedings

 

The information called for by this Item is incorporated herein by reference to the caption "Legal Proceedings" in Note 17, "Commitments and Contingencies."

 

Item 4.   Mine Safety Disclosures

 

Not applicable.

 

 

PART II

 

Item 5.   Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

(a)

 Market Information

 

The Company's voting Class A Common Stock, par value $0.10 per share, and non-voting Class B Common Stock, par value $0.10 per share ("Class A" and "Class B," respectively), are traded on the NASDAQ Global Select Market under the symbols BELFA and BELFB, respectively.

 

(b)

Holders

 

As of February 28, 2021, there were 41 registered shareholders of the Company's Class A Common Stock and 329 registered shareholders of the Company's Class B Common Stock.  As of February 28, 2021, the Company estimates that there were 652 beneficial shareholders of the Company's Class A Common Stock and 2,872 beneficial shareholders of the Company's Class B Common Stock. At February 28, 2021, to the Company's knowledge, there was one shareholder of the Company's Class A common stock whose voting rights were suspended.  This shareholder owned 21.6% of the Company's outstanding shares of Class A common stock.  For additional discussion, see Item 1A – "Risk Factors – As a result of protective provisions in the Company's certificate of incorporation, the voting power of holders of Class A common shares whose voting rights are not suspended (including officers, directors and principal shareholders) may be increased at future meetings of the Company's shareholders". 

 

(c)

Dividends

 

During the years ended December 31, 2020 and 2019, the Company declared dividends on a quarterly basis at a rate of $0.06 per Class A share of common stock and $0.07 per Class B share of common stock totaling $3.4 million in 2020 and $3.4 million in 2019.  There are no contractual restrictions on the Company's ability to pay dividends provided the Company is not in default under its credit agreement immediately before such payment and after giving effect to such payment.   On February 1, 2021, the Company paid a dividend to all shareholders of record at January 15, 2021 of Class A and Class B Common Stock in the total amount of $0.1 million ($0.06 per share) and $0.7 million ($0.07 per share), respectively.  On February 17, 2021, Bel's Board of Directors declared a dividend in the amount of $0.06 per Class A common share and $0.07 per Class B common share which is scheduled to be paid on April 30, 2021 to all shareholders of record at April 15, 2021.  Determinations regarding future dividend payments will depend, in part, upon the immediate and long-term effects of the coronavirus on the Company, its customers and its suppliers.

 

(d)

Common Stock Performance Comparisons

 

Not applicable.

 

 

 

Item 6.   Selected Financial Data

 

Not applicable.

 

Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations

 

The information in this MD&A should be read in conjunction with the Company's consolidated financial statements and the notes related thereto.  The discussion of results, causes and trends should not be construed to imply any conclusion that such results, causes or trends will necessarily continue in the future. See "Cautionary Notice Regarding Forward-Looking Information" above for further information.  Also, when we cross reference to a "Note," we are referring to our "Notes to Consolidated Financial Statements," unless the context indicates otherwise.  All amounts and percentages are approximate due to rounding.

 

Under the SEC's amended definition of a "smaller reporting company," the Company is deemed to be a smaller reporting company.  Accordingly, among other things, the Company is not required to present selected financial data in Item 6 and has reduced the number of years covered by its financial statements in Item 8.

 

Overview

 

Our Company

 

We design, manufacture and market a broad array of products that power, protect and connect electronic circuits.  These products are primarily used in the networking, telecommunications, computing, military, aerospace, transportation and broadcasting industries.  Bel's portfolio of products also finds application in the automotive, medical and consumer electronics markets.

 

We operate through three product group segments, in addition to a Corporate segment.  In 2020, 39% of the Company's revenues were derived from Power Solutions and Protection, 32% from Cinch Connectivity Solutions and 29% from its Magnetic Solutions operating segment.  

 

Our operating expenses are driven principally by the cost of labor where the factories that Bel uses are located, the cost of the materials that we use and our ability to effectively and efficiently manage overhead costs.  As labor and material costs vary by product line and region, any significant shift in product mix can have an associated impact on our costs of sales.  Costs are recorded as incurred for all products manufactured.  Such amounts are determined based upon the estimated stage of production and include labor cost and fringes and related allocations of factory overhead. Our products are manufactured at various facilities in the U.S., Mexico, Dominican Republic, England, Czech Republic, Slovakia and the PRC.

 

We have little visibility into the ordering habits of our customers and we can be subjected to large and unpredictable variations in demand for our products.  Accordingly, we must continually recruit and train new workers to replace those lost to attrition and be able to address peaks in demand that may occur from time to time.  These recruiting and training efforts and related inefficiencies, and overtime required in order to meet any increase in demand, can add volatility to the labor costs incurred by us.

 

The Effects of COVID-19 on Bel’s Business

 

Throughout 2020, the Company has focused heavily on the continued safety and well-being of its associates around the world in light of COVID-19.  The majority of the products manufactured by Bel are utilized in military, medical and networking applications, and are therefore deemed essential by the various jurisdictions in which we operate. Our management team has been able to respond quickly in implementing our business continuity plans around the world.  Significant protective measures were put in place throughout our facilities, including employee screenings, physical partitions, social distancing, use of face coverings, travel and visitor restrictions and work from home policies as we continue to service our customers.  The majority of our office staff continues to work remotely to avoid a large number of associates being present in an office setting at any one time.  With the significant increase in the number of staff working remotely, Bel's IT department took a variety of precautionary measures to protect the computer equipment that associates are utilizing in the remote environment.  The combination of protective measures at our factories coupled with remote work arrangements have enabled us to maintain operations, including financial reporting systems, internal controls over financial reporting and disclosure controls and procedures. 

 

Our financial results for the first half of 2020 reflected the temporary facility closures at certain of our manufacturing locations, particularly in China, Mexico and the Dominican Republic, due to the outbreak of COVID-19 and the related disruption to our supply chain.  This led to an estimated $14-$17 million of shipments scheduled for the first quarter which were ultimately shipped in the second quarter.  The Company also incurred additional indirect COVID-19 related costs, including operational inefficiencies and employee retention programs at its manufacturing facilities in China throughout 2020, which were offset by $4.9 million of COVID-19 relief funding received from the Chinese government also during the year ended December 31, 2020.

 

All of our manufacturing sites are operating as of the filing date of this Annual Report on Form 10-K.  Although the majority of our factories in North America, Europe and Asia are currently at 90+% of their normal workforce levels, we are experiencing lower productivity and efficiency rates at certain sites in North America (estimated at 80%-90%, depending on the impacted site) due to a reduced workforce at those sites.  In addition, in order to comply with social distancing requirements, certain of our factory floors have been reconfigured to provide additional spacing in production lines, which has resulted in some inefficiencies related to product flow.  Bel has also experienced higher freight costs for products typically shipped by air due to lower cargo capacity with the reduction in commercial air travel.  While there are some delays within the supply chain in the movement of products related to border closures, to date such delays have not materially impacted our ability to operate our business or achieve our business goals.  To date, we have not seen a significant reduction in demand for our products due to COVID-19, as many of our products support military, medical and networking applications, which generally have not been negatively impacted by COVID-19.  However, approximately 5% of our revenue relates to products utilized in end markets that have been impacted by COVID-19, such as commercial aerospace.  

 

17

 

Given the general uncertainty regarding the impact of COVID-19 on our manufacturing capability and on our customers, we are unable to quantify the ultimate impact of COVID-19 on our future results at this time. 

 

Based on our analysis of ASC 350 and ASC 360 during the year ended December 31, 2020, we are currently not aware of any material impairments of our goodwill, indefinite-lived intangible assets or finite-lived assets.  The Company will continue to assess the relevant criteria on a quarterly basis based on updated cash flow and market assumptions.  Unfavorable changes in cash flow or market assumptions could result in impairment of these assets in future periods.

 

As our operations have continued, albeit at slightly reduced production and efficiency rates, we have not experienced a negative impact on our liquidity to date.  Our balance of cash on hand continues to be strong at $84.9 million at December 31, 2020 as compared to $72.3 million at December 31, 2019, despite voluntary debt payments of $28.2 million made during 2020.  The Company also has availability under its current revolving credit facility; as of December 31, 2020, the Company could borrow an additional $56.6 million while still being in compliance with its debt covenants.  However, any further negative impact to our financial results related to COVID-19 would have a related negative impact on our financial covenants outlined in our credit agreement, which would impact the amount available to borrow under our revolving credit facility.  In order to assist with maintaining our liquidity position, the Company implemented several measures during the first quarter of 2020, including the deferral of employer social security taxes under the federal CARES Act, restrictions on new hires, suspension of salary reviews, the elimination of all business travel and restrictions on spending related to capital expenditures.  During the year ended December 31, 2020, travel expenses incurred by the Company were $2.0 million lower than 2019.  Management has developed Phase 2 and Phase 3 of the Company’s cash conservation/cost savings plan which would be implemented in the event our liquidity position or financial results become materially impacted by COVID-19.

 

Our statements regarding the future impact of COVID-19 represent Forward-Looking Statements.  See “Cautionary Notice Regarding Forward-Looking Information.”

 

Key Factors Affecting our Business

 

The Company believes the key factors affecting Bel's 2020 and/or future results include the following: 

 

 

Revenues – The Company's revenues declined by $26.6 million, or 5.4%, in 2020 as compared to 2019.  By product segment, Power Solutions and Protection sales increased by 11.0%, Cinch Connectivity Solutions sales declined by 12.5% and Magnetic Solutions sales were lower by 14.7%.   

 

 

Backlog – Our backlog of orders totaled $155.0 million at December 31, 2020, representing a decrease of $5.2 million, or 3%, from December 31, 2019.  Since the 2019 year-end, we saw a 37% increase in backlog for our Magnetic Solutions products, driven by restored demand from a large networking customer.  The backlog for our Power Solutions and Protection products increased by 7%, due to an increase in demand across the majority of our power product lines. Our Cinch Connectivity Solutions backlog declined by 31%, primarily due to lower demand from our direct and after-market commercial aerospace customers.

 

 

Product Mix – Material and labor costs vary by product line and any significant shift in product mix between higher- and lower-margin product lines will have a corresponding impact on the Company’s gross margin percentage.  In general, our connectivity products have the highest contribution margins of our three product groups due to the harsh-environment, high-reliability nature of these products.  Our power products have a higher cost bill of materials and are impacted to a greater extent by changes in material costs.  As our magnetic solutions products are more labor intensive, margins on these products are impacted to a greater extent by minimum wage increases in the PRC and fluctuations in foreign exchange rates between the U.S. Dollar and the Chinese Renminbi.   Fluctuations in sales volume among our product groups will have a corresponding impact on Bel's profit margins.  See Note 12, "Segments" for profit margin information by product group.

 

 

Pricing and Availability of Materials – There have been recent supply constraints related to components that constitute raw materials in our manufacturing processes, particularly with resistors, capacitors, discrete semiconductors, plastic resin and copper.  Lead times have been extended and the reduction in supply also caused an increase in prices for certain of these components.  While we currently anticipate this impact on pricing and availability to be temporary during the first half of 2021, any increase in material pricing that we are not able to pass along to our customers will have an unfavorable impact on Bel's profit margins.  The preceding sentence represents a Forward-Looking Statement.  See "Cautionary Notice Regarding Forward-Looking Information."  

 

 

Labor Costs – Labor costs decreased from 10.3% of sales during 2019 to 9.9% of sales during 2020, primarily due to lower demand for our labor-intensive ICM products.  There was also a favorable impact from the depreciation of the Mexican Peso versus the U.S. Dollar in 2020 as compared to exchange rates in place during 2019.  These items were partially offset by increased costs associated with minimum wage increases in the PRC and Mexico.  

 

 

Restructuring – During 2020, the Company announced facility closures in Switzerland, Germany and Hong Kong and implemented other general function consolidations and headcount reductions at various sites.  In connection with the actions implemented in 2020, the Company incurred $0.6 million in restructuring costs during 2020.  These actions resulted in total annualized cost savings of $6.0 million ($1.2 million in cost of sales, $3.2 million in R&D and $1.6 million in SG&A).  Of the annualized cost savings, $1.5 million was realized in 2020 with the incremental $4.4 million to be realized in 2021 ($1.1 million in cost of sales, $2.0 million in R&D and $1.3 million in SG&A).  The Company will continue to explore opportunities to streamline the organization in 2021 to further improve profitability.  The preceding sentence represents a Forward-Looking Statement.  See "Cautionary Notice Regarding Forward-Looking Information."

 

18

 

 

Impact of Foreign Currency – During 2020, favorable fluctuations in exchange rates, particularly between the U.S. dollar and the Mexican Peso, resulted in lower labor and overhead costs of $0.6 million versus the exchange rates in effect during 2019.  Separately, a foreign exchange transactional loss of $2.2 million was realized during 2020.  Since we are a U.S. domiciled company, we translate our foreign currency-denominated financial results into U.S. dollars.  Due to the changes in the value of foreign currencies relative to the U.S. dollar, translating our financial results and the revaluation of certain intercompany as well as third-party transactions to and from foreign currencies to U.S. dollars may result in a favorable or unfavorable impact to our consolidated statements of operations and cash flows.  The Company has significant manufacturing operations located in the PRC where labor and overhead costs are paid in local currency.  As a result, the U.S. Dollar equivalent costs of these operations were $0.6 million lower in 2020.  The Company monitors changes in foreign currencies and may implement pricing actions to help mitigate the impact that changes in foreign currencies may have on its consolidated operating results.

 

 

ERP System Implementation – In January 2019, the Company completed the first phase of its ERP system implementation with the successful transition of its Power Solutions business onto the new system without any notable issues.  In January 2020, the second phase of the implementation related to its TRP business was completed successfully.  The Company incurred expenses of $1.8 million during 2019 related to this project with no additional costs incurred during 2020.  The remaining phases of this project, expected to be completed by mid-2021, will largely leverage Bel's trained internal resources which should result in minimal implementation costs going forward.  The Company realized annual cost savings of $2.0 million related to the elimination of redundant license fees associated with its ERP systems, with those savings beginning in 2019.  

 

 

Effective Tax Rate – The Company's effective tax rate will fluctuate based on the geographic region in which the pretax profits are earned.  Of the jurisdictions in which the Company operates, the U.S. and Europe's tax rates are generally equivalent; and Asia has the lowest tax rates of the Company's three geographic regions.  See Note 9 to the Company's Consolidated Financial Statements - "Income Taxes".

 

In January 2021, we announced the acquisition of rms Connectors and the anticipated acquisition of EOS Power expected to close later in the first quarter of 2021.  These two acquisitions fit squarely into Bel's growth strategy by increasing market share while diversifying our product portfolios and geographic footprint.  Visibility on our base business continues to be limited as a result of COVID-19 and long lead times for semiconductors and certain components and these factors may affect our organic growth for 2021.  We believe, however, that the incremental contribution from the two new acquisitions coupled with continued actions under our global cost savings initiative will bode well for further profitability in the coming year.  The preceding two sentences represent Forward-Looking Statements.  See "Cautionary Notice Regarding Forward-Looking Information."

 

Summary by Operating Segment  

 

Net Sales and Gross Margin

 

The Company's net sales and gross margin by major product line for the years ended December 31, 2020 and 2019 were as follows (dollars in thousands):

 

   

Years Ended

 
   

December 31,

 
   

Net Sales

   

Gross Margin

 
      2020       2019       2020       2019  

Connectivity solutions

  $ 150,731     $ 172,348       28.0 %     25.8 %

Magnetic solutions

    133,552       156,536       24.8 %     21.9 %

Power solutions and protection

    181,488       163,528       25.1 %     20.1 %
    $ 465,771     $ 492,412       25.7 %     22.3 %

 

Cinch Connectivity Solutions:

 

Sales of our Connectivity Solutions products declined $21.6 million during 2020 as compared to 2019.  This decline was primarily due to lower demand from direct and after-market commercial aerospace customers, partially offset by higher demand for our military products during 2020 as compared to 2019.  This shift in product mix along with the operational cost reductions detailed in the "Restructuring" section above have resulted in improved gross margins during 2020 as compared to 2019.

 

Magnetic Solutions:

 

Sales of our magnetic products declined by $23.0 million from 2019 due to lower demand from a large OEM networking customer.  While orders received for our magnetic products in 2020 were down by $4.8 million from 2019 levels, we saw our first indication of recovery in the fourth quarter of 2020, with an increase in bookings of $8.0 million compared to the fourth quarter of 2019.  The gross margin improvement in 2020 versus 2019 was largely the result of restructuring measures implemented in late 2019 and a shift in product mix within the Magnetic Solutions segment.  These benefits were partially offset by higher labor costs within this product group driven by the appreciation of the Renminbi versus the U.S. dollar in 2020 as compared to the exchange rates in place throughout 2019.

 

 

 

Power Solutions and Protection:

 

Sales of our Power Solutions products increased by $18.0 million during 2020 as compared to 2019.  The CUI business, which was acquired in December 2019, contributed incremental sales of $41.0 million in 2020 at a gross margin of 34.1%.  Our circuit protection sales increased by $2.7 million, or 21.0%, from 2019 primarily resulting from a rebound in demand from our catalog distributors.  Sales of our Bel Power Solutions products decreased by $19.8 million during 2020 as compared to 2019 and sales of our modules products were $3.5 million lower than 2019.  These declines were largely due to the elimination of certain low-margin power products.  The gross margin expansion in 2020 versus 2019 is primarily due to the inclusion of higher-margin CUI sales, elimination of low-margin products and cost savings that resulted from restructuring efforts implemented in the latter half of 2019.

 

Cost of Sales

 

Cost of sales as a percentage of net sales for the two years ended December 31, 2020 consisted of the following:

 

   

Years Ended

 
   

December 31,

 
   

2020

   

2019

 

Material costs

    43.3 %     44.7 %

Labor costs

    9.9 %     10.3 %

Other expenses

    20.7 %     22.5 %

Total cost of sales

    73.9 %     77.5 %

 

Material costs as a percentage of sales decreased during 2020 compared to 2019 as the 2019 financials included the remaining sales of high-cost inventory on hand from 2018 when premiums were paid due to material shortages and long lead times.  The elimination of low-margin power products, which carried a high material content, also contributed to this reduction.

 

Labor costs as a percentage of sales declined in 2020 compared to 2019 as a more favorable exchange rate environment related to the Mexican Peso coupled with a reduction in labor-intensive production of Magnetic products offset the impacts from minimum wage rate increases in the PRC, Mexico and Slovakia that went into effect during 2020.  

 

The other expenses noted in the table above include fixed cost items such as support labor and fringe, depreciation and amortization, and facility costs (rent, utilities and insurance).  In total, these other expenses decreased during 2020 by $13.0 million as compared to 2019, primarily due to a $6.1 million reduction in other overhead expenses as a result of our restructuring efforts over the past year.  Other factors contributing to the decline included lower support labor and fringe expense of $4.5 million, a reduction in utilities expense of $0.8 million and lower depreciation and amortization expense of $0.6 million.

 

Research and Development ("R&D")

 

R&D expenses were $23.6 million and $26.9 million for the years ended December 31, 2020 and 2019, respectively.  The reduction in R&D expenses during 2020 largely resulted from restructuring efforts during the year, including the closure of the Company's Power R&D facility in Switzerland in August 2020. 

 

Selling, General and Administrative Expenses ("SG&A")

 

SG&A expenses were $78.7 million in 2020 as compared with $77.4 million in 2019.  The acquisition of CUI in December 2019 accounted for $7.0 million in incremental SG&A expense during 2020.  Excluding CUI, SG&A expense was $5.7 million lower compared to 2019.  Notable drivers included a reduction in travel expense of $2.1 million, lower selling-related costs (commissions, advertising and other costs) of $1.5 million, a reduction in legal and professional fees of $1.1 million (largely due to elimination of redundant ERP license and support fees), and $1.1 million of lower salaries and fringe benefits compared to 2019.  

 

 

Restructuring Charges

 

The Company recorded $0.6 million of restructuring charges in 2020 related to cost savings measures implemented during the year, including the closure of its Switzerland and Germany facilities, and a portion of its warehouse space in Hong Kong, among other actions. The Company recorded restructuring charges of $2.6 million in 2019 in connection with the transition of its manufacturing operations from Inwood, New York to other existing Bel facilities, the closure of its office in Shanghai and indirect headcount reductions in Europe and Asia, largely related to its Power segment.    

 

Interest Expense

 

The Company incurred interest expense of $4.7 million in 2020 and $5.4 million in 2019 primarily due to our outstanding borrowings under the Company's credit and security agreement.  The reduction in interest expense during 2020 related to lower interest rates on our outstanding balance during 2020, in addition to a lower debt balance throughout most of 2020 as compared to 2019.  See "Liquidity and Capital Resources" and Note 10 of the Notes to our Consolidated Financial Statements - "Debt," for further information on the Company's outstanding debt.

 

Other (Expense) Income, Net

 

Other (expense) income, net was expense of $1.8 million in 2020 compared to expense of $0.3 million in 2019.  This line item included a foreign exchange loss of $2.2 million in 2020 as compared to a foreign exchange gain of $0.1 million in 2019.  Another contributing factor was gains on the Company's SERP investments which amounted to $1.1 million in 2020 as compared to $2.1 million in 2019.  These gains in 2019 were offset by a $2.1 million loss on liquidation of foreign subsidiaries.    

 

Income Taxes

 

The Company’s effective tax rate will fluctuate based on the geographic segment in which the pretax profits are earned.  Of the jurisdictions in which the Company operates, the U.S. and Europe’s tax rates are generally equivalent; and Asia has the lowest tax rates of the Company’s three geographic regions.  See Note 9 to the Company's Consolidated Financial Statements, “Income Taxes” and the “Tax Reform” discussion below.

 

Tax Reform

 

The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017.  The Act reduced the U.S. federal corporate tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and created new taxes on certain foreign sourced earnings.   

 

Effective January 1, 2018, the Act subjects a U.S. shareholder to current tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries.  The Company has elected an accounting policy to provide for the tax expense related to the GILTI in the period the tax is incurred.  On July 20, 2020, the Department of the Treasury and the Internal Revenue Service issued a final regulation under Section 954A as enacted by the 2017 tax reform legislation.  These regulations relate to the treatment of income that is subject to a high rate of foreign tax under the GILTI income regimes.  The final regulations allow taxpayers to exclude certain high-taxed income of a controlled foreign corporation from their GILTI computation on an elective basis and contain modifications on the level at which the estimated tax rate test is applied.  The election can be made annually for tax years that begin after December 31, 2017. 

 

The Company’s inclusion of approximately $6.8 million of GILTI income for the year ended December 31, 2019 was impacted by the final regulations enacted on July 20, 2020.  The Company reduced the GILTI inclusion for the year ended December 31, 2019 to $3.4 million.  As a result of the NOL carryforward created by the exclusion, the Company recognized a benefit associated with the final regulations of approximately $1.0 million in the year ended December 31, 2020. The Company included $12.5 million of GILTI income for the year ended December 31, 2020. The GILTI income was offset by the Company’s U.S. losses and credits which resulted in no additional U.S. tax expense.

 

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law. Certain provisions of the CARES Act impact the 2019 income tax provision computations of the Company and were reflected in the year ended December 31, 2020, or the period of enactment. The CARES Act contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020. The modifications to Section 163(j) increase the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income. This modification would increase the allowable interest expense deduction of the Company and resulted in a net operating loss (“NOL”) for the year ended December 31, 2019.  The Company carried back the NOL to the tax year ended December 31, 2015 and has reflected this impact in the tax provision for the year ended December 31, 2020.  Due to the foregoing, and as a result of the difference in corporate tax rates in the NOL carryback period, the Company recognized a benefit associated with the enactment of the CARES Act of approximately $0.1 million for the year ended December 31, 2020.

 

2020 as Compared to 2019

 

The (benefit) provision for income taxes for the years ended December 31, 2020 and 2019 was $(0.7) million and $1.4 million, respectively.  The Company’s earnings before income taxes for the year ended December 31, 2020 were approximately $19.4 million higher than the same period in 2019, primarily attributable to a increase in income in the Asia and North America regions, offset by a decrease in the Europe region.  The Company’s effective tax rate was (5.4%) and (19.7%) for the years ended December 31, 2020 and 2019, respectively. The change in the effective tax rate during the year ended December 31, 2020 as compared to the same period in 2019 is primarily attributable to tax benefits relating to the federal tax law changes regarding the final regulations on GILTI high-tax exception and the reversal of uncertain tax positions resulting from the expiration of certain statutes of limitations. Additionally, the effective tax rate of 2019 was unfavorably impacted by the impairment of goodwill in North America. 

 

 

Other Tax Matters

 

The Company has a portion of its products manufactured on the mainland of the PRC where Bel is not subject to corporate income tax on manufacturing services provided by third parties.  Hong Kong has a territorial tax system which imposes corporate income tax at a rate of 16.5% on income from activities solely conducted in Hong Kong. 

 

The Company holds an offshore business license from the government of Macao.  With this license, a Macao offshore company named Bel Fuse (Macao Commercial Offshore) Limited has been established to handle the Company’s sales to third-party customers in Asia.  Sales by this company primarily consist of products manufactured in the PRC.  This company is not subject to Macao corporate profit taxes which are imposed at a tax rate of 12%.  As part of Macau’s commitment to comply with OECD standards, it abolished the existing offshore company (MOC) regime as of January 1, 2021. The existing law and the relevant regulations related to the offshore business will be abolished and the operating permit to carry on offshore business will be terminated on January 1, 2021. The Company has decided to continue this company’s operations and beginning January 1, 2021 will pay 12% tax on any profits from this operation.  

 

Management has no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiaries as of December 31, 2020. Applicable income and dividend withholding taxes have been reflected in the accompanying consolidated statements of operations for the year ended December 31, 2020.  Due to the practicality of determining the deferred taxes on outside basis differences in our investments in our foreign subsidiaries, we have not provided for deferred taxes on outside basis differences and deemed that these basis differences will be indefinitely reinvested.

 

Inflation and Foreign Currency Exchange

 

During the past two years, we do not believe the effect of inflation was material to our consolidated financial position or our consolidated results of operations.  We are exposed to market risk from changes in foreign currency exchange rates.  Fluctuations of the U.S. dollar against other major currencies have not significantly affected our foreign operations as most sales continue to be denominated in U.S. dollars or currencies directly or indirectly linked to the U.S. dollar.  Most significant expenses, including raw materials, labor and manufacturing expenses, are incurred primarily in U.S. dollars or the Chinese Renminbi, and to a lesser extent in British pounds and Mexican pesos.  The Mexican Peso depreciated by approximately 11% in 2020 as compared to 2019.  There were no significant fluctuations in the average exchange rate of the Chinese Renminbi or the British Pound during 2020 as compared to 2019.   To the extent the Renminbi or Peso appreciate in future periods, it could result in the Company's incurring higher costs for most expenses incurred in the PRC and Mexico.  The Company's European entities, whose functional currencies are Euros, British pounds and Czech Korunas, enter into transactions which include sales that are denominated principally in euros, British pounds and various other European currencies, and purchases that are denominated principally in U.S. dollars and British pounds.  Such transactions, as well as those related to our multi-currency intercompany payable and receivable transactions, resulted in net realized and unrealized currency exchange (losses) gains of ($2.2) million and $0.1 million for the years ended December 31, 2020 and 2019, respectively, which were included in other income/expense, net on the consolidated statements of operations.  The currency exchange losses recorded in 2020 were primarily due to the unfavorable impact of the appreciation of the Chinese Renminbi and Euro against the U.S. dollar. Translation of subsidiaries' foreign currency financial statements into U.S. dollars resulted in translation adjustments, net of taxes, of $6.9 million and $2.6 million for the years ended December 31, 2020 and 2019, respectively, which are included in accumulated other comprehensive loss on the consolidated balance sheets.

 

Liquidity and Capital Resources

 

Our primary sources of cash are the collection of trade receivables generated from the sales of our products and services to our customers and amounts available under our existing lines of credit, including our credit facility. Our primary uses of cash are payments for operating expenses, investments in working capital, capital expenditures, interest, taxes, dividends, debt obligations and other long-term liabilities. We believe that our current liquidity position and future cash flows from operations will enable us to fund our operations, including all of the items mentioned above in the next twelve months.

 

At December 31, 2020 and 2019, $57.5 million and $29.1 million, respectively (or 68% and 40%, respectively), of cash and cash equivalents was held by foreign subsidiaries of the Company.  During 2020, the Company repatriated $5.0 million of funds from outside of the U.S., with minimal incremental tax liability.  We continue to analyze our global working capital and cash requirements and the potential tax liabilities attributable to further repatriation, and we have yet to make any further determination regarding repatriation of funds from outside the U.S. to fund the Company's U.S. operations in the future.  In the event these funds were needed for Bel's U.S. operations, the Company would be required to accrue and pay U.S. state taxes and any applicable foreign withholding taxes to repatriate these funds.

 

 

In June 2014, the Company entered into a senior Credit and Security Agreement, which was subsequently amended in December 2014, March 2016, and further amended and refinanced in December 2017 (see Note 10, "Debt," for additional details).  The Credit and Security Agreement contains customary representations and warranties, covenants and events of default and financial covenants that measure (i) the ratio of the Company's total funded indebtedness, on a consolidated basis, to the amount of the Company's consolidated EBITDA, as defined ("Leverage Ratio"), and (ii) the ratio of the amount of the Company's consolidated EBITDA to the Company's consolidated fixed charges ("Fixed Charge Coverage Ratio"). If an event of default occurs, the lenders under the Credit and Security Agreement would be entitled to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a secured creditor.  On February 18, 2020, the Company further amended its credit agreement whereby the Company voluntarily prepaid a portion of its term loan under the credit agreement in the amount of $8.2 million. The Amendment also served to modify the interest rate and fees applicable to the loans under the credit agreement and changes certain covenants related to matters including acquisitions, share repurchases and financial ratios.

 

The Company was in compliance with its debt covenants as of December 31, 2020, including its most restrictive covenant, the Leverage Ratio.  The unused credit available under the credit facility at December 31, 2020 was $63.0 million, of which we had the ability to borrow $56.6 million without violating our Leverage Ratio covenant based on the Company's existing consolidated EBITDA.

 

At December 31, 2020, the Company had $116.8 million outstanding under its credit agreement.  Scheduled principal payments of the long-term debt outstanding are included in "Contractual Obligations" below and in Note 10, "Debt."

 

For information regarding further commitments under the Company's operating leases, see Note 17, "Commitments and Contingencies." 

 

We are currently engaged in a multi-year process of conforming the majority of our operations onto one global Enterprise Resource Planning system (“ERP”).  The ERP is designed to improve the efficiency of our supply chain and financial transaction processes, accurately maintain our books and records, and provide information important to the operation of the business to our management team. The implementation of the ERP is being conducted by business units on a three-phase approach through mid-2021.  Since inception of the project, we have incurred costs in a cumulative amount of $7.0 million in connection with this implementation, of which $1.8 million in implementation costs was incurred during 2019.  These costs are included in SG&A on the consolidated financial statements.  No implementation costs were incurred during the year ended December 31, 2020.  The first phase of the ERP implementation project was completed in the first quarter of 2019 with the Power Solutions business going live on the new system effective January 1, 2019.  The second phase of the project was completed in the first quarter of 2020 with the TRP business going live on the new system effective January 1, 2020.  We've achieved annual cost savings on ERP licensing fees of approximately $2.0 million within SG&A expense which were largely realized in 2019.  We anticipate completing the final phase of this project primarily with in-house resources by mid-2021. The preceding sentence represents a Forward-Looking Statement.  See "Cautionary Notice Regarding Forward-Looking Information."

 

Cash Flows

 

During the year ended December 31, 2020, the Company's cash and cash equivalents increased by $12.7 million.  This increase was primarily due to cash provided by operations of $46.1 million and proceeds from the sale of properties of $4.0 million, partially offset by repayments of long-term debt of $28.2 million, the purchase of property, plant and equipment of $5.5 million, and payments of $3.4 million for dividends. Cash provided by operations increased by $21.7 million in 2020 as compared to 2019, primarily due to improved net earnings coupled with lower year-end inventory levels and accounts receivable balances in 2020.

 

During the year ended December 31, 2019, the Company's cash and cash equivalents increased by $18.4 million.  This increase was primarily due to cash provided by operations of $24.5 million and $32.0 million of net proceeds from borrowing under our revolving credit facility, partially offset by a $29.0 million payment, net of cash acquired, for the acquisition of the CUI power assets, the purchase of property, plant and equipment of $9.9 million, repayments of long-term debt of $3.0 million, and payments of $3.4 million for dividends. Cash provided by operations increased by $14.4 million in 2019 as compared to 2018, primarily due to lower year-end inventory levels and accounts receivable balances in 2019.

 

Cash and cash equivalents, marketable securities and accounts receivable comprised approximately 34.4% and 31.6% of the Company's total assets at December 31, 2020 and December 31, 2019, respectively. The Company's current ratio (i.e., the ratio of current assets to current liabilities) was 3.2 to 1 and 3.1 to 1 at December 31, 2020 and December 31, 2019, respectively.

 

During the year ended December 31, 2020, accounts receivable decreased $5.4 million primarily due to more timely collection of receivables which reduced our DSO by the end of 2020.  Days sales outstanding (DSO) decreased to 57 days at December 31, 2020 from 60 days at December 31, 2019.  Inventories decreased by $9.7 million from the December 31, 2019 level as raw material levels were lower in response to a decrease in customer demand for our products.  Inventory turns, excluding R&D, were 3.4 times per year at each of December 31, 2020 and December 31, 2019.

 

 

 

 

Contractual Obligations

 

The following table sets forth at December 31, 2020 the amounts of payments due under specific types of contractual obligations, aggregated by category of contractual obligation, for the time periods described below.

 

   

Payments due by period (dollars in thousands)

 

Contractual Obligations

 

Total

   

Less than 1 year

    1-3 years     3-5 years     More than 5 years  
                                         
Long-term debt obligations(1)   $ 116,836     $ 5,948     $ 110,888     $ -     $ -  
Interest payments due on long-term debt(2)     4,708       2,510       2,198       -       -  
Capital expenditure obligations     2,055       2,055       -       -       -  
Operating leases(3)     16,109       7,575       7,076       1,143       315  
Raw material purchase obligations     42,541       40,903       1,638       -       -  
First quarter 2021 quarterly cash dividend declared     845       845       -       -       -  
                                         

Total

  $ 183,094     $ 59,836     $ 121,800     $ 1,143     $ 315  

 

  (1)

Represents the principal amount of the debt required to be repaid in each period.

  (2)

Includes interest payments required under our CSA related to our term loans and revolver balance.  The interest rate in place under our Credit and Security Agreement on December 31, 2020 was utilized and this calculation assumes obligations are repaid when due.

  (3)

Represents estimated future minimum annual rental commitments primarily under non-cancelable real and personal property leases as of December 31, 2020.

 

At December 31, 2020, we had liabilities for unrecognized tax benefits and related interest and penalties of $28.5 million, most of which is included in other liabilities and the remaining balance of which is included in other current liabilities on our Consolidated Balance Sheet. At December 31, 2020, we cannot reasonably estimate the future period or periods of cash settlement of these liabilities. See Note 9, "Income Taxes," of the Notes to Consolidated Financial Statements for further discussion.

 

The Company is required to pay SERP obligations at the occurrence of certain events. As of December 31, 2020, $24.3 million is included in long-term liabilities as an unfunded pension obligation on the Company's consolidated balance sheet.  Included in other assets at December 31, 2020 is the cash surrender value of company-owned life insurance and marketable securities held in a rabbi trust with an aggregate value of $15.4 million, which has been designated by the Company to be utilized to fund the Company's SERP obligations.

 

Critical Accounting Policies and Other Matters

 

The Company's consolidated financial statements include certain amounts that are based on management's best estimates and judgments.  Estimates are used when accounting for amounts recorded in connection with mergers and acquisitions, including determination of the fair value of assets and liabilities.  Additionally, estimates are used in determining such items as current fair values of goodwill and other intangible assets, as well as provisions related to product returns, bad debts, inventories, intangible assets, investments, SERP expense, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions, including in some cases future projections, that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.  The following accounting policies require accounting estimates that have the potential for significantly impacting Bel's financial statements.

 

Inventory

 

The Company makes purchasing and manufacturing decisions principally based upon firm sales orders from customers, projected customer requirements and the availability and pricing of raw materials. Future events that could adversely affect these decisions and result in significant charges to the Company's operations include miscalculating customer requirements, technology changes which render certain raw materials and finished goods obsolete, loss of customers and/or cancellation of sales orders, stock rotation with distributors and termination of distribution agreements. The Company reduces the carrying value of its inventory for estimated obsolescence or unmarketable inventory by an amount equal to the difference between the cost of inventory and the estimated market value based on the aforementioned assumptions. When such inventory is subsequently used in the manufacturing process, the lower adjusted cost of the material is charged to cost of sales and the improved gross profit is recognized at the time the completed product is shipped and the sale is recorded.  As of December 31, 2020 and 2019, the Company had reserves for excess or obsolete inventory of $9.9 million and $9.1 million, respectively. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

 

 

Goodwill and Indefinite-Lived Intangible Assets

 

Goodwill is reviewed for possible impairment at least annually on a reporting unit level during the fourth quarter of each year. A review of goodwill may be initiated before or after conducting the annual analysis if events or changes in circumstances indicate the carrying value of goodwill may no longer be recoverable.

 

A reporting unit is the operating segment unless discrete financial information is prepared and regularly reviewed by management at businesses one level below that operating segment, the "component" level, and the component has economic characteristics that are different from the economic characteristics of the other components of the operating segment, in which case the component is the reporting unit.

 

While we are permitted to conduct a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test, for our annual goodwill impairment tests in the fourth quarter of 2020 and 2019, we performed quantitative tests for all of our reporting units that have goodwill allocated.

 

The goodwill impairment test involves a comparison of the fair value of each of our reporting units with goodwill to its carrying value, including the goodwill allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, there is no indication of impairment and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss.

 

We use a fair value approach to test goodwill for impairment. We must recognize a non-cash impairment charge for the amount, if any, by which the carrying amount of goodwill exceeds its implied fair value. We derive an estimate of fair values for each of our reporting units using a combination of an income approach and an appropriate market approach, each based on an applicable weighting. We assess the applicable weighting based on such factors as current market conditions and the quality and reliability of the data. Absent an indication of fair value from a potential buyer or similar specific transactions, we believe that the use of these methods provides a reasonable estimate of a reporting unit's fair value.

 

Fair value computed by these methods is arrived at using a number of factors, including projected future operating results, anticipated future cash flows, effective income tax rates, comparable marketplace data within a consistent industry grouping, and the cost of capital. There are inherent uncertainties, however, related to these factors and to our judgment in applying them to this analysis. Nonetheless, we believe that the combination of these methods provides a reasonable approach to estimate the fair value of our reporting units. Assumptions for sales, net earnings and cash flows for each reporting unit were consistent among these methods.

 

Income Approach Used to Determine Fair Values

 

The income approach is based upon the present value of expected cash flows. Expected cash flows are converted to present value using factors that consider the timing and risk of the future cash flows. The estimate of cash flows used is prepared on an unleveraged debt-free basis. We use a discount rate that reflects a market-derived weighted average cost of capital. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting unit's expected long-term operating and cash flow performance. The projections are based upon our best estimates of projected economic and market conditions over the related period including growth rates, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value long-term growth rates, provisions for income taxes, future capital expenditures and changes in future cashless, debt-free working capital.

 

 

Market Approach Used to Determine Fair Values

 

Each year we consider various relevant market approaches that could be used to determine fair value.

 

The market approach estimates the fair value of the reporting unit by applying multiples of operating performance measures to the reporting unit's operating performance (the "Public Company Method"). These multiples are derived from comparable publicly-traded companies with similar investment characteristics to the reporting unit, and such comparables are reviewed and updated as needed annually. We believe that this approach is appropriate because it provides a fair value estimate using multiples from entities with operations and economic characteristics comparable to our reporting units and the Company. The second market approach is based on the publicly traded common stock of the Company, and the estimate of fair value of the reporting unit is based on the applicable multiples of the Company (the "Quoted Price Method"). The third market approach is based on recent mergers and acquisitions of comparable publicly-traded and privately-held companies in our industries (the "Mergers and Acquisition Method").

 

The key estimates and assumptions that are used to determine fair value under these market approaches include current and forward 12-month operating performance results and the selection of the relevant multiples to be applied. Under the Public Company and Quoted Price Methods, a control premium, or an amount that a buyer is usually willing to pay over the current market price of a publicly traded company, is applied to the calculated equity values to adjust the public trading value upward for a 100% ownership interest, where applicable.

 

In order to assess the reasonableness of the calculated fair values of our reporting units, we also compare the sum of the reporting units' fair values to our market capitalization and calculate an implied control premium (the excess of the sum of the reporting units' fair values over the market capitalization). We evaluate the control premium by comparing it to control premiums of recent comparable market transactions. If the implied control premium is not reasonable in light of these recent transactions, we will reevaluate our fair value estimates of the reporting units by adjusting the discount rates and/or other assumptions.

 

We applied a combined weighting of 25% to the market approach when determining the fair value of these reporting units.

 

If our assumptions and related estimates change in the future, or if we change our reporting unit structure or other events and circumstances change (such as a sustained decrease in the price of our common stock, a decline in current market multiples, a significant adverse change in legal factors or business climates, an adverse action or assessment by a regulator, heightened competition, strategic decisions made in response to economic or competitive conditions or a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of), we may be required to record impairment charges in future periods. Any impairment charges that we may take in the future could be material to our consolidated results of operations and consolidated financial condition.

 

The Company conducted its annual goodwill impairment test as of October 1, 2020, and no impairment was identified at that time.  Management has also concluded that the fair value of its goodwill exceeded the associated carrying value at December 31, 2020 and that no impairment exists as of that date. See Note 4, "Goodwill and Other Intangible Assets," for details of our goodwill balance and the goodwill review performed in 2020.

 

We will continue to monitor goodwill on an annual basis and whenever events or changes in circumstances, such as significant adverse changes in business climate or operating results, changes in management's business strategy or significant declines in our stock price, indicate that there may be a potential indicator of impairment.

 

 

Indefinite-Lived Intangible Assets

 

The Company annually tests indefinite-lived intangible assets for impairment on October 1, using a fair value approach, the relief-from-royalty method (a form of the income approach).  The Company conducted its annual impairment tests as of October 1, 2020 and 2019, and no impairment was identified at either testing date.  Management has also concluded that the fair value of its trademarks exceeds the associated carrying values at December 31, 2020 and that no impairment existed as of that date. At December 31, 2020, the Company's indefinite-lived intangible assets related solely to trademarks.

 

Long-Lived Assets and Other Intangible Assets

 

The Company depreciates its property, plant and equipment on a straight-line basis over the estimated useful lives of the assets.  Intangible assets with a finite useful life are amortized on a straight-line basis over the estimated useful lives of the assets.  Management reviews long-lived assets and other intangible assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An impairment exists when the estimated undiscounted cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount.  If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value.  No material impairments related to long-lived assets or amortized intangible assets were recorded during the years ended December 31, 2020 or 2019.

 

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as measured by enacted tax rates that are expected to be in effect in the periods when the deferred tax assets and liabilities are expected to be settled or realized.  Significant judgment is required in determining the worldwide provisions for income taxes.  Valuation allowances are provided for deferred tax assets where it is considered more likely than not that the Company will not realize the benefit of such asset.  In the ordinary course of a global business, the ultimate tax outcome is uncertain for many transactions.  It is the Company's policy not to recognize tax benefits arising from uncertain tax positions that may not be realized in future years as a result of an examination by tax authorities.  The Company establishes the provisions based upon management's assessment of exposure associated with permanent tax differences and tax credits applied to temporary difference adjustments.  The tax provisions are analyzed periodically (at least quarterly) and adjustments are made as events occur that warrant adjustments to those provisions.  The accounting literature requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position.  Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate of the effective tax rate and, consequently, affect our operating results.

 

Revenue Recognition

 

Revenue is recognized when a customer obtains control of promised goods or services.  The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services.  Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.  Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales.

 

During the year ended December 31, 2020, the Company had one direct customer with sales in excess of 10% of Bel's consolidated revenue.  Management believes that the loss of this individual customer could have a material adverse effect on our consolidated financial position and results of operations.  During the year ended December 31, 2020, the Company had sales of $55.2 million to this customer, Hon Hai/Foxconn Technology Group, representing 11.9% of Bel's consolidated revenue.  Sales to this customer are primarily in the Company's Magnetic Solutions operating segment.   

 

 

Commitments and Contingencies — Litigation

 

On an ongoing basis, we assess the potential liabilities and costs related to any lawsuits or claims brought against us. We accrue a liability when we believe a loss is probable and when the amount of loss can be reasonably estimated. Litigation proceedings are evaluated on a case-by-case basis considering the available information, including that received from internal and outside legal counsel, to assess potential outcomes. While it is typically very difficult to determine the timing and ultimate outcome of these actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of these matters and whether a reasonable estimation of the probable loss, if any, can be made. In assessing probable losses, we consider insurance recoveries, if any. We expense legal costs, including those legal costs expected to be incurred in connection with a loss contingency, as incurred. We have in the past adjusted existing accruals as proceedings have continued, been settled or otherwise provided further information on which we could review the likelihood of outflows of resources and their measurability, and we expect to do so in future periods. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that disputed matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.

 

Other Matters

 

The Company believes that it has sufficient cash reserves to fund its foreseeable working capital needs.  It may, however, seek to expand such resources through bank borrowings, at favorable lending rates, from time to time. If the Company were to undertake another substantial acquisition for cash, the acquisition would either be funded with cash on hand or would be financed in part through cash on hand and in part through bank borrowings or the issuance of public or private debt or equity. If the Company borrows additional money to finance acquisitions, this would further decrease the Company's ratio of earnings to fixed charges, and could further impact the Company's material restrictive covenants, depending on the size of the borrowing and the nature of the target company. Under its existing credit facility, the Company is required to obtain its lender's consent for certain additional debt financing and to comply with other covenants, including the application of specific financial ratios, and may be restricted from paying cash dividends on its common stock. Depending on the nature of the transaction, the Company cannot assure investors that the necessary acquisition financing would be available to it on acceptable terms, or at all, when required. If the Company issues a substantial amount of stock either as consideration in an acquisition or to finance an acquisition, such issuance may dilute existing stockholders and may take the form of capital stock having preferences over its existing common stock.

 

New Financial Accounting Standards

 

The discussion of new financial accounting standards applicable to the Company is incorporated herein by reference to Note 1, "Description of Business and Summary of Significant Accounting Policies."

 

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 8.     Financial Statements and Supplementary Data

 

See the consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements for the information required by this item.

 

 

BEL FUSE INC.

INDEX

 

 

 

 

Financial Statements

 

Page

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

30

 

 

 

 

 

Consolidated Balance Sheets - December 31, 2020 and 2019

 

34

 

 

 

 

 

Consolidated Statements of Operations for the Two Years Ended December 31, 2020

 

35

 

 

 

 

 

Consolidated Statements of Comprehensive Income (Loss) for the Two Years Ended December 31, 2020

 

36

 

 

 

 

 

Consolidated Statements of Stockholders' Equity for the Two Years Ended December 31, 2020

 

37

 

 

 

 

 

Consolidated Statements of Cash Flows for the Two Years Ended December 31, 2020

 

38

 

 

 

 

 

Notes to Consolidated Financial Statements

 

39

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and Board of Directors of Bel Fuse Inc.
Jersey City, New Jersey

 

Opinions on the Financial Statements and Internal Control over Financial Reporting

 

We have audited the accompanying consolidated balance sheets of Bel Fuse Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by COSO.

 

Basis for Opinions

 

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

30

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Goodwill - Cinch Connectivity Solutions Europe (CCS), Power Solutions & Protection Europe (PSP), and CUI Power (CUI) Reporting Units Refer to Notes 1 and 4 to the Financial Statements

 

Critical Audit Matter Description

 

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company estimates the fair value of its reporting units using a weighting of fair values derived from income and market approaches, which requires management to make significant estimates and assumptions related to the weighted-average cost of capital (“WACC”), long-term growth rates, forecasts of future revenues and profitability measures, and valuation multiples. Changes in these assumptions could have a significant impact on the fair value. The Company performed their annual impairment assessment of its CCS, PSP and CUI reporting units as of October 1, 2020.  CCS and PSP’s operations are sensitive to changes in the European economy, while CUI’s operations are sensitive to changes in the North America economy.

 

31

 

The goodwill balance was $24.0 million as of December 31, 2020, of which $7.9 million was related to CCS, $5.2 million was related to PSP, and $10.9 million relating to CUI. The Company determined that the fair value of these reporting units exceeded their carrying value. 

 

Given the significant judgments made by management to estimate the fair value of its reporting units, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to WACCs, long-term growth rates, forecasts of future revenues and profitability measures, and valuation multiples, specifically due to the sensitivity of the Company’s operations to changes in the global economy, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

 

How the Critical Audit Matter Was Addressed in the Audit

 

Our audit procedures related to WACCs, long-term growth rates, forecasts of future revenue and profitability measures, and valuation multiples to determine the fair value of the Company’s CCS, PSP and CUI reporting units included the following, among others:

 

•     We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of CCS, PSP and CUI, such as controls related to management’s selection of the WACCs, long-term growth rates, forecasts of future revenues and profitability measures, selection of guideline public companies, valuation multiples, and application of company specific risk premiums.

 

•     We evaluated management’s ability to accurately forecast future revenues and profitability measures by comparing actual results to management’s historical forecasts.

 

•     We evaluated the reasonableness of management’s revenue and profitability forecasts by comparing the forecasts to (1) internal communications to management and the Board of Directors and (2) forecasted information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies.

 

•     With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) selected WACCs, (3) long-term growth rates and (4) market related assumptions including guideline public companies and valuation multiples by testing the source information underlying the determination of the WACCs, long-term growth rates and market related assumptions and the mathematical accuracy of the calculation.

 

Indefinite-Lived Intangible Assets Cinch, Connectivity Solutions and CUI Trademarks Refer to Notes 1 and 4 to the financial statements

 

Critical Audit Matter Description

 

The Company’s evaluation of indefinite-lived intangible assets for impairment involves the comparison of the fair value of each indefinite-lived intangible asset to its carrying value. The Company estimates the fair value of its trademark intangible assets using the relief-from-royalty approach, which requires management to make significant estimates and assumptions related to the WACCs, royalty rates, and long-term growth rates.  Changes in these assumptions could have a significant impact on the fair value.  The Company performed their annual impairment assessment of its trademarks as of October 1, 2020.

 

32

 

The trademark intangible asset balance as of December 31, 2020 was $17.0 million, of which the Cinch Connectivity Solutions trademark was $10.4 million, and the CUI trademark intangible asset was $5 million. The Company determined that the fair value of these trademarks exceeded their carrying value.

 

Given the fair value determination of trademark intangibles requires management to make significant estimates and assumptions related to WACCs, royalty rates, and long-term growth rates, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

 

How the Critical Audit Matter Was Addressed in the Audit

 

Our audit procedures related to the WACCs, royalty rates, and long-term growth rates for the trademark intangibles included the following, among others:

 

• We tested the effectiveness of controls over the valuation of trademark intangible assets, including management’s controls over forecasts of projected revenue, and selection of WACCs, royalty rates, long-term growth rates and other valuation assumptions.

 

• We assessed the reasonableness of management’s forecasts of future revenues by comparing the projections to historical results and certain peer companies.

 

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) selected WACCs, (3) royalty rates, and (4) long-term growth rates by testing the source information underlying the determination of the WACCs, royalty rates and long-term growth rates and testing the mathematical accuracy of the calculation.

 

• We evaluated whether the estimated projected revenues and long-term growth rates were consistent with evidence obtained in other areas of the audit.

 

/s/ Deloitte & Touche LLP

 

New York, New York
March 12, 2021

 

We have served as the Company's auditor since 1983. 

 

 

 

BEL FUSE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share and per share data)

 

  

December 31,

  

December 31,

 
  

2020

  

2019

 
         

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $84,939  $72,289 

Accounts receivable, net of allowance for doubtful accounts of $1,036 and $1,171, at December 31, 2020 and 2019, respectively

  71,372   76,092 

Inventories

  100,133   107,276 

Unbilled receivables

  14,135   16,318 

Other current assets

  9,637   11,206 

Total current assets

  280,216   283,181 
         

Property, plant and equipment, net

  34,501   41,943 

Right-of-use assets

  14,217   18,504 

Intangible assets, net

  65,789   72,364 

Goodwill

  23,966   21,993 

Deferred income taxes

  5,705   3,731 

Other assets

  29,472   27,201 

Total assets

 $453,866  $468,917 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current liabilities:

        

Accounts payable

 $39,774  $44,169 

Accrued expenses

  28,476   26,918 

Current maturities of long-term debt

  5,286   5,489 

Operating lease liability, current

  6,591   7,377 

Other current liabilities

  7,409   6,265 

Total current liabilities

  87,536   90,218 
         

Long-term liabilities:

        

Long-term debt

  110,294   138,215 

Operating lease liability, long-term

  8,064   11,751 

Liability for uncertain tax positions

  26,089   26,901 

Minimum pension obligation and unfunded pension liability

  24,620   21,545 

Deferred income taxes

  1,030   1,726 

Other long-term liabilities

  10,434   10,510 

Total liabilities

  268,067   300,866 
         

Commitments and contingencies

          
         

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; 10,208,602 and 10,127,602 shares outstanding at December 31, 2020 and December 31, 2019, respectively (net of 3,218,307 treasury shares)

  1,021   1,013 

Additional paid-in capital

  36,136   33,826 

Retained earnings

  166,491   157,063 

Accumulated other comprehensive loss

  (18,063)  (24,065)

Total stockholders' equity

  185,799   168,051 

Total liabilities and stockholders' equity

 $453,866  $468,917 

 

See accompanying notes to consolidated financial statements.

 

 

 

BEL FUSE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

  

Year Ended December 31,

 
  

2020

  

2019

 
         
         

Net sales

 $465,771  $492,412 

Cost of sales

  346,041   382,439 

Gross profit

  119,730   109,973 
         

Research and development costs

  23,611   26,925 

Selling, general and administrative expenses

  78,704   77,416 

Impairment of Goodwill

  -   8,891 

Restructuring charges

  601   2,593 

Gain on sale of property

  (1,853)  (4,257)

Income (loss) from operations

  18,667   (1,595)
         

Interest expense

  (4,746)  (5,448)

Other expense, net

  (1,785)  (259)

Earnings (loss) before (benefit) provision for income taxes

  12,136   (7,302)
         
(Benefit) provision for income taxes  (659)  1,441 

Net earnings (loss) available to common shareholders

 $12,795  $(8,743)
         
         

Net earnings (loss) per common share:

        

Class A common shares - basic and diluted

 $0.97  $(0.71)

Class B common shares - basic and diluted

 $1.05  $(0.71)
         

Weighted-average shares outstanding:

        

Class A common shares - basic and diluted

  2,145   2,167 

Class B common shares - basic and diluted

  10,185   10,117 
         

 

See accompanying notes to consolidated financial statements.

 

 

 

BEL FUSE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)

 

  

Year Ended December 31,

 
  

2020

  

2019

 
         
         

Net earnings (loss)

 $12,795  $(8,743)
         

Other comprehensive income (loss):

        

Currency translation adjustment, net of taxes of $8 and $9

  6,890   2,603 
Unrealized holding losses on marketable securities arising during the period, net of taxes of $7 and $0  7   - 

Change in unfunded SERP liability, net of taxes of $738 and ($422)

  (895)  (1,367)

Other comprehensive income:

  6,002   1,236 
         

Comprehensive income (loss)

 $18,797  $(7,507)

 

See accompanying notes to consolidated financial statements.

 

 

 

 

BEL FUSE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(dollars in thousands)

 

 

          

Accumulated

             
          

Other

  

Class A

  

Class B

  

Additional

 
      

Retained

  

Comprehensive

  

Common

  

Common

  

Paid-In

 
  

Total

  

Earnings

  

(Loss) Income

  

Stock

  

Stock

  

Capital

 
                         

Balance at December 31, 2018

 $176,470  $168,695  $(24,838) $217  $1,009  $31,387 

Net loss

  (8,743)  (8,743)  -   -   -   - 

Dividends declared:

                        

Class A Common Stock, $0.24/share

  (518)  (518)  -   -   -   - 

Class B Common Stock, $0.28/share

  (2,834)  (2,834)  -   -   -   - 

Issuance of restricted common stock

  -   -   -   -   7   (7)

Repurchase of Class A common stock

  (448)  -   -   (3)  -   (445)

Forfeiture of restricted common stock

  -   -   -   -   (3)  3 

Foreign currency translation adjustment, net of taxes of $9

  2,603   -   2,603   -   -   - 

Stock-based compensation expense

  2,888   -   -   -   -   2,888 

Change in unfunded SERP liability, net of taxes of ($422)

  (1,367)  -   (1,367)  -   -   - 

Effect of adoption of ASU 2018-02 (Topic 220)

  -   463   (463)  -   -   - 

Balance at December 31, 2019

 $168,051  $157,063  $(24,065) $214  $1,013  $33,826 
                         
Net earnings  12,795   12,795   -   -   -   - 
Dividends declared:                        
Class A Common Stock, $0.24/share  (515)  (515)  -   -   -   - 
Class B Common Stock, $0.28/share  (2,852)  (2,852)  -   -   -   - 
Issuance of restricted common stock  -   -   -   -   11   (11)
Forfeiture of restricted common stock  -   -   -   -   (3)  3 
Foreign currency translation adjustment, net of taxes of $8  6,890   -   6,890   -   -   - 
Unrealized holding losses on marketable securities arising during the year, net of taxes of $7  7   -   7   -   -   - 
Stock-based compensation expense  2,318   -   -   -   -   2,318 
Change in unfunded SERP liability, net of taxes of $738  (895)  -   (895)  -   -   - 
Balance at December 31, 2020 $185,799  $166,491  $(18,063) $214  $1,021  $36,136 

 

See accompanying notes to consolidated financial statements.

 

 

 

BEL FUSE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

 

  

Years Ended December 31,

 
  

2020

  

2019

 
         

Cash flows from operating activities:

        

Net earnings (loss)

 $12,795  $(8,743)

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

        
Impairment of goodwill  -   8,891 

Depreciation and amortization

  16,423   16,471 

Stock-based compensation

  2,318   2,888 

Amortization of deferred financing costs

  654   466 

Deferred income taxes

  (1,743)  (2,172)

Unrealized losses (gains) on foreign currency revaluation

  2,168   (110)

Gain on sale of property, plant and equipment

  (1,694)  (4,194)

Other, net

  1,259   1,522 

Changes in operating assets and liabilities, net of effects of business combination:

        

Accounts receivable

  5,397   19,298 

Unbilled receivables

  2,183   (519)

Inventories

  9,690   17,087 

Other current assets

  4,468   (2,292)

Other assets

  (1,587)  (1,392)

Accounts payable

  (6,044)  (15,105)

Accrued expenses

  1,021   (5,875)

Other liabilities

  (1,460)  8,178 

Income taxes payable

  260   (9,949)

Net cash provided by operating activities

  46,108   24,450 
         

Cash flows from investing activities:

        

Purchase of property, plant and equipment

  (5,476)  (9,891)

Payment for acquisition, net of cash acquired

  -   (29,003)

Proceeds from disposal/sale of property, plant and equipment

  3,961   5,807 

Net cash used in investing activities

  (1,515)  (33,087)

 

(continued)

 

 

BEL FUSE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(dollars in thousands)

 

   

Year Ended December 31,

 
   

2020

   

2019

 
                 

Cash flows from financing activities:

               

Dividends paid to common shareholders

    (3,363 )     (3,352 )
Deferred financing costs     (600 )     -  

Borrowings under revolving credit line

    -       44,000  

Repayments under revolving credit line

    (20,000 )     (12,000 )

Repayments of long-term debt

    (8,179 )     (2,974 )

Purchase and retirement of Class A common stock

    -       (448 )

Net cash (used in) provided by financing activities

    (32,142 )     25,226  

Effect of exchange rate changes on cash

    199       1,789  
                 

Net increase in cash and cash equivalents

    12,650       18,378  
                 

Cash and cash equivalents - beginning of year

    72,289       53,911  
                 

Cash and cash equivalents - end of year

  $ 84,939     $ 72,289  
                 
                 

Supplemental cash flow information:

               
                 

Cash paid during the year for:

               

Income taxes, net of refunds received

  $ 2,649     $ 4,686  

Interest payments

  $ 4,131     $ 4,850  
                 

Details of acquisition:

               

Fair value of identifiable net assets acquired

  $ -     $ 18,909  

Goodwill

    -       10,287  

Fair value of net assets acquired

  $ -     $ 29,196  
                 

Fair value of consideration transferred

  $ -     $ 29,196  

Less: Cash acquired in acquisition

          (193 )

Cash paid for acquisition, net of cash acquired

  $ -     $ 29,003  

 

See accompanying notes to consolidated financial statements.

 

 

BEL FUSE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF AND FOR THE YEARS ENDED December 31, 2020 and 2019

 

 
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Bel Fuse Inc. and subsidiaries ("Bel," the "Company," "we," "us," and "our") design, manufacture and sell a broad array of products that power, protect and connect electronic circuits.  These products are used in the networking, telecommunication, high-speed data transmission, commercial aerospace, military, broadcasting, transportation and consumer electronic industries around the world.  We manage our operations by product group through our reportable operating segments, Cinch Connectivity Solutions, Power Solutions and Protection and Magnetic Solutions, in addition to a Corporate segment. 

 

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

 

Principles of Consolidation - The consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries.  All intercompany transactions and balances have been eliminated in consolidation.

 

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.  Gains on SERP investments in the amount of $1.1 million and $2.1 million have been reclassified from cost of sales and selling, general and administrative expense to other (expense) income, net on the accompanying statements of operations for the years ended December 31, 2020 and 2019, respectively. 

 

Use of Estimates - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including but not limited to those related to product returns, provisions for bad debt, inventories, goodwill, intangible assets, investments, Supplemental Executive Retirement Plan ("SERP") expense, income taxes, contingencies, litigation and the impact related to tax reform. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Cash Equivalents - Cash equivalents include short-term investments in money market funds and certificates of deposit with an original maturity of three months or less when purchased. Accounts at each U.S. institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000.  Some of our balances are in excess of the FDIC insured limit.

 

Allowance for Doubtful Accounts - We maintain an allowance for doubtful accounts for estimated losses from the inability of our customers to make required payments.  We determine our allowance by both specific identification of customer accounts where appropriate and the application of historical loss experience to non-specific accounts.

 

Effects of Foreign Currency – In non-U.S. locations that are not considered highly inflationary, we translate the non-equity components of our foreign balance sheets at the end of period exchange rates with translation adjustments accumulated within stockholders' equity on our consolidated balance sheets. We translate the statements of operations at the average exchange rates during the applicable period.  In connection with foreign currency denominated transactions, including multi-currency intercompany payable and receivable transactions and loans, the Company incurred net realized and unrealized currency exchange (losses) gains of ($2.2) million and $0.1 million for the years ended December 31, 2020 and 2019, respectively, which were included in other (expense) income, net on the consolidated statements of operations.

 

Concentration of Credit Risk - Financial instruments which potentially subject us to concentrations of credit risk consist principally of accounts receivable and temporary cash investments.  We grant credit to customers that are primarily original equipment manufacturers and to subcontractors of original equipment manufacturers based on an evaluation of the customer's financial condition, without requiring collateral.  Exposure to losses on receivables is principally dependent on each customer's financial condition.  We control our exposure to credit risk through credit approvals, credit limits and monitoring procedures and establish allowances for anticipated losses.  See Note 12, "Segments," for disclosures regarding significant customers.

 

We place temporary cash investments with quality financial institutions and commercial issuers of short-term paper and, by policy, limit the amount of credit exposure in any one financial instrument.

 

40

 

Inventories - Inventories are stated at the lower of weighted-average cost or market.  Costs related to inventories include raw materials, direct labor and manufacturing overhead which are included in cost of sales on the consolidated statements of operations.  The Company utilizes the average cost method in determining amounts to be removed from inventory.

 

Revenue Recognition – Revenue is recognized when a customer obtains control of promised goods or services.  The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services.  Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.  Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales.

 

Product Warranties – Warranties vary by product line and are competitive for the markets in which the Company operates.  Warranties generally extend for one to three years from the date of sale, providing customers with assurance that the related product will function as intended. The Company reviews its warranty liability quarterly based on an analysis of actual expenses and failure rates accompanied with estimated future costs and projected failure rate trends. Factors taken into consideration when evaluating our warranty reserve are (i) historical claims for each product, (ii) volume increases, (iii) life of warranty, (iv) historical warranty repair costs and (v) other factors. To the extent that actual experience differs from our estimate, the provision for product warranties will be adjusted in future periods. Actual warranty repair costs are charged against the reserve balance as incurred.  See Note 11, "Accrued Expenses."

 

Product Returns – We estimate product returns, including product exchanges under warranty, based on historical experience.  In general, the Company is not contractually obligated to accept returns except for defective product or in instances where the product does not meet the Company's product specifications.  However, the Company may permit its customers to return product for other reasons.  In certain instances, the Company would generally require a significant cancellation penalty payment by the customer.  The Company estimates such returns, where applicable, based upon management's evaluation of historical experience, market acceptance of products produced and known negotiations with customers.  Such estimates are deducted from sales and provided for at the time revenue is recognized. Distribution customers often receive what is referred to as "ship and debit" arrangements, whereby Bel will invoice them at an agreed upon unit price upon shipment of product and a price reduction may be granted if the market price of the product declines after shipment.  Distributors may also be entitled to special pricing discount credits, and certain customers are entitled to return allowances based on previous sales volumes.  Bel deducts estimates for anticipated credits, refunds and returns from sales each quarter based on historical experience.

 

Goodwill and Identifiable Intangible Assets – Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any noncontrolling interest in the acquiree and, (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

 

Identifiable intangible assets consist primarily of patents, licenses, trademarks, trade names, customer lists and relationships, non-compete agreements and technology-based intangibles and other contractual agreements. We amortize finite lived identifiable intangible assets over the shorter of their stated or statutory duration or their estimated useful lives, ranging from 1 to 16 years, on a straight-line basis to their estimated residual values and periodically review them for impairment. Total identifiable intangible assets comprise 14.5% and 15.4% at December 31, 2020 and 2019, respectively, of our consolidated total assets.

 

We use the acquisition method of accounting for all business combinations and do not amortize goodwill or intangible assets with indefinite useful lives. Goodwill and intangible assets with indefinite useful lives are tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired.

 

41

 

Impairment and Disposal of Long-Lived Assets – For definite-lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property, plant and equipment, whenever impairment indicators are present, we perform a review for impairment. We calculate the undiscounted value of the projected cash flows associated with the asset, or asset group, and compare this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over the fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate.

 

For indefinite-lived intangible assets, such as trademarks and trade names, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over the fair value, if any. In addition, in all cases of an impairment review we re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate. See Note 4, "Goodwill and Other Intangible Assets," for additional details.

 

Depreciation - Property, plant and equipment are stated at cost less accumulated depreciation and amortization.  Depreciation and amortization are calculated primarily using the straight-line method over the estimated useful life of the asset.  The estimated useful lives primarily range from 1 to 33 years for buildings and leasehold improvements, and from 2 to 15 years for machinery and equipment.

 

Income Taxes - We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements.  Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. See Note 9, “Income Taxes”.

 

We record net deferred tax assets to the extent we believe these assets will more-likely-than-not be realized.  In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.  We have established valuation allowances for deferred tax assets that are not likely to be realized.  In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of our net recorded amount, we would adjust the valuation allowance, which would reduce the provision for income taxes.

 

We establish liabilities for tax contingencies when, despite the belief that our tax return positions are fully supported, it is more likely than not that certain positions may be challenged and may not be fully sustained. The tax contingency liabilities are analyzed on a quarterly basis and adjusted based upon changes in facts and circumstances, such as the conclusion of federal and state audits, expiration of the statute of limitations for the assessment of tax, case law and emerging legislation. Our effective tax rate includes the effect of tax contingency liabilities and changes to the liabilities as considered appropriate by management.

 

Earnings (Loss) per Share – We utilize the two-class method to report our earnings (loss) per share.  The two-class method is an earnings (loss) allocation formula that determines earnings (loss) per share for each class of common stock according to dividends declared and participation rights in undistributed earnings (losses).  The Company's Certificate of Incorporation, as amended, states that Class B common shares are entitled to dividends at least 5% greater than dividends paid to Class A common shares, resulting in the two-class method of computing earnings (loss) per share.  In computing earnings (loss) per share, the Company has allocated dividends declared to Class A and Class B based on amounts actually declared for each class of stock and 5% more of the undistributed earnings (losses) have been allocated to Class B shares than to the Class A shares on a per share basis.  Basic earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding during the period.  Diluted earnings (loss) per common share, for each class of common stock, are computed by dividing net earnings (loss) by the weighted-average number of common shares and potential common shares outstanding during the period. There were no potential common shares outstanding during the years ended  December 31, 2020 and 2019 which would have had a dilutive effect on earnings (loss) per share.

 

42

 

The earnings (loss) and weighted average shares outstanding used in the computation of basic and diluted earnings (loss) per share are as follows:

 

  

Years Ended December 31,

 
  

2020

  

2019

 

Numerator:

        

Net earnings (loss)

 $12,795  $(8,743)

Less dividends declared:

        

Class A