v3.26.1
Note 5 - Fair Value Measurements
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

5.

FAIR VALUE MEASUREMENTS

 

Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. Entities are required to use a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

 

Level 1 – Observable inputs such as quoted market prices in active markets;

 

Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 

Level 3 – Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

   

  

June 30, 2026

 
  

Carrying Value

  

Fair Value

  

Cash and Cash Equivalents

  

Other Current Assets

 
                 

Cash

 $305,349  $305,349  $305,349  $- 

Level 1:

                

Money market funds (Rabbi Trust)

  200   200   -   200 

Subtotal

  200   200   -   200 

Level 2:

                

Certificates of deposit and time deposits

  1,355   1,555   757   598 

Subtotal

  1,355   1,555   757   598 

Total

 $306,904  $307,104  $306,106  $798 

 

  

December 31, 2025

 
  

Carrying Value

  

Fair Value

  

Cash and Cash Equivalents

  

Other Current Assets

 
                 

Cash

 $57,531  $57,531  $57,531  $- 

Level 1:

                

Money market funds

  1   1   1   - 

Money market funds (Rabbi Trust)

  586   586   -   586 

Subtotal

  587   587   1   586 

Level 2:

                

Certificates of deposit and time deposits

  1,859   2,121   268   1,591 

Subtotal

  1,859   2,121   268   1,591 

Total

 $59,977  $60,239  $57,800  $2,177 

 

As of June 30, 2026 and December 31, 2025, our available-for-sale securities primarily consisted of investments held in a rabbi trust which are intended to fund the Company’s Supplemental Executive Retirement Plan (“SERP”) obligations. These securities are measured at fair value using quoted prices in active markets for identical assets (Level 1) inputs and amounted to $0.2 million at  June 30, 2026 and $0.6 million at December 31, 2025

 

Throughout 2026 and 2025, the Company entered into a series of foreign currency forward contracts, the fair values of which were $1.9 million at  June 30, 2026 and $1.8 million at  December 31, 2025. The estimated fair value of foreign currency forward contracts is based on quotes received from the applicable counterparty, and represents the estimated amount we would receive or pay to settle the contracts, taking into consideration current exchange rates which can be validated through readily observable data from external sources (Level 2).

 

The Company is a party to two interest rate swap agreements as further described in Note 9, "Derivative Instruments and Hedging Activities". The fair value of the interest rate swap agreements was $0.3 million at June 30, 2026 and $0.9 million at December 31, 2025, which was based on market data, and represents the estimated amount we would receive or pay to settle the agreements, taking into consideration current and projected future interest rates as well as the creditworthiness of the parties, all of which can be validated through readily observable data from external sources (Level 2).

 

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

   

   June 30,  December 31, 
 

Balance Sheet Classification

 

2026

  

2025

 

Derivative assets:

         

Foreign currency forward contracts:

         

Designated as cash flow hedges

Other current assets

 $346  $294 

Not designated as hedging instruments

Other current assets

  1,542   1,504 

Interest rate swap agreements:

         

Designated as a cash flow hedge

Other assets

  250   905 

Total derivative assets

 $2,138  $2,703 

 

In connection with the acquisition of Enercon as further described in Note 2, "Acquisition", the sellers are eligible to receive an Earnout Payment based on the achievement of certain financial metrics for each of the fiscal 2025 and 2026 Earnout Periods. As this contingent consideration will be settled in cash by Bel if the related metrics are achieved, this contingent consideration has been classified as a liability on the accompanying balance sheets at June 30, 2026 and December 31, 2025. The earnout liabilities were initially recorded at a fair value of $3.3 million at the acquisition date, with subsequent remeasurements to fair value as of the balance sheet dates calculated using Level 3 unobservable inputs. At  June 30, 2026, inputs to the valuation approach for the contingent earnout liabilities included the Company’s forecasted Enercon EBITDA (as defined in the Purchase Agreement) for each of fiscal 2025 and 2026, an estimated EBITDA volatility of 72.5%, an expected term of 2 years, and a discount rate applied to the Earnout Payments of 6.18%. At  December 31, 2025, inputs included forecasted Enercon EBITDA for each of fiscal 2025 and 2026, an estimated EBITDA volatility of 52.1%, an expected term of 2 years, and a discount rate applied to the Earnout Payments of 6.66%. The fair value of the earnout liabilities as of June 30, 2026 and December 31, 2025 were as follows:

 

   

Level 3

 
 

 

 

June 30,

  

December 31,

 
 

Balance Sheet Classification

 

2026

  

2025

 

Contingent Liabilities:

         

Earnout payment liability - 2025

Other current liabilities

 $-  $4,916 

Earnout payment liability - 2026

Other long-term liabilities

  2,561   1,709 
   $2,561  $6,625 

 

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

 

Aside from the earnout liability described above, the Company does not have any financial assets measured at fair value on a recurring basis categorized as Level 3, and there were no transfers in or out of Level 1, Level 2 or Level 3 during the three months ended June 30, 2026 or  June 30, 2025. There were no changes to the Company’s valuation techniques used to measure fair values on a recurring or nonrecurring basis during the three months ended June 30, 2026 or  June 30, 2025.

 

During 2025, the Company performed its annual impairment test of indefinite-lived intangible assets and determined that no impairment charges were required. There were no financial assets or indefinite-lived intangible assets measured at fair value on a nonrecurring basis as of  June 30, 2026 or December 31, 2025.

 

The Company has other financial instruments, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, which are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. The fair value of the Company’s long-term debt is estimated using a discounted cash flow method based on interest rates currently available for debt issuances with similar terms and maturities. At June 30, 2026, the Company had no outstanding long-term debt, accordingly, the estimated fair value and carrying amount of total debt were $0 million and $0 million, respectively. At December 31, 2025, the estimated fair value of total debt was $196.5 million, compared to a carrying amount of $197.5 million. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of June 30, 2026.

 

Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets and long-lived assets, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment upon the occurrence of a triggering event or in the case of goodwill, on at least an annual basis. Based on the Company's assessment, it was concluded that no triggering events occurred during the six months ended June 30, 2026 or June 30, 2025.