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Note 3 - Acquisition and Divestiture | 9 Months Ended
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Sep. 30, 2024
Notes to Financial Statements |
Acquisitions and Divestures [Text Block] |
3. | ACQUISITION AND DIVESTITURE
Agreement to Acquire Enercon On September 18, 2024, the Company entered into a definitive Share Purchase Agreement, dated as of September 19, 2024 (the “Enercon Purchase Agreement”), with Enercon Technologies, Ltd. (“Enercon”), FF3 Holdings, L.P., for itself and as Sellers’ Representative (“FF3”), and the other seller parties signatory thereto (together with FF3, each a “Seller” and collectively, the “Sellers”). The Enercon Purchase Agreement provides for Bel’s acquisition of a majority stake in Enercon from the Sellers based on an enterprise value of $400 million. Pursuant to the terms and conditions of the Enercon Purchase Agreement, Bel will acquire an 80% stake upfront for $320 million in cash at the closing (subject to customary adjustments), plus up to $10 million of potential earnout payments for the 2025-2026 period, with the intent to purchase the remaining 20% by early 2027 based on a put-call mechanism to be set forth in shareholders’ agreement to be entered into at closing and subject to the terms and pricing prescribed thereby, which include future EBITDA performance. Enercon is a leading supplier of highly customized power conversion and networking solutions to aerospace and defense markets globally, providing robust and reliable solutions across air, land and sea applications. This acquisition will allow Bel to extend its product portfolio supporting the aerospace and defense markets to include power solutions, with clear potential cross selling opportunities in the future. Enercon is based in Netanya, Israel with additional facilities in New Hampshire, U.S. and Haryana, India. The transaction is expected to close in the fourth quarter of 2024 subject to satisfaction of customary closing conditions. The Company anticipates funding the acquisition of the 80% stake in Enercon through approximately $80 million of cash on hand and $240 million of incremental borrowings under its credit facility (see Note 11, "Debt"). The preceding discussion of the proposed Enercon acquisition contains Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Information." Divestiture of Czech Republic Subsidiary On June 1, 2023, the Company completed its divestment of Bel Stewart s.r.o., a former subsidiary in the Czech Republic which has historically been reported within Bel’s Connectivity Solutions segment. The business was sold to PEI Genesis for total consideration of $5.1 million, subject to working capital adjustments. The divestment of this non-core business was a strategic decision which allows the Connectivity Solutions segment to focus on its main product categories serving customer end markets such as commercial air, defense, industrial and networking which better align with Connectivity's long-term growth objectives. The carrying amounts of the major classes of assets and liabilities included as part of the sale were as follows:
|  | Total |
Cash and cash equivalents |  | $ | 2,072 |
Accounts receivable |  |  | 1,030 |
Inventories |  |  | 1,310 |
Property, plant and equipment |  |  | 326 |
Other assets |  |  | 48 |
Accounts payable |  |  | (441 | )
Accrued expenses |  |  | (126 | )
Income taxes payable |  |  | (100 | )
Other current liabilities |  |  | (13 | )
Other long-term liabilities |  |  | (23 | )
Total net assets transferred |  |  | 4,083 |
Consideration received |  |  | 5,063 |
Gain on sale recognized |  | $ | 980 |

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