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Note 3 - Acquisition and Divestiture | 3 Months Ended
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Mar. 31, 2025
Notes to Financial Statements |
Acquisitions and Divestures [Text Block] |
3. | ACQUISITION
Acquisition of Enercon On November 14, 2024 (and deemed effective solely for accounting purposes as of November 1, 2024), the Company closed on its acquisition of its majority 80% stake in Enercon Technologies, Ltd. (“Enercon”) for (i) a cash purchase price of $320 million (subject to customary adjustments), plus (ii) up to $10 million in potential earnout payments for the 2025 - 2026 period (the “Earnout Payments”), as further described below (the “Transaction” or the "acquisition"). Bel may acquire the remaining 20% stake in Enercon and has the current intention to purchase such remaining interest by early 2027 in accordance with the terms and subject to the conditions of a shareholders’ agreement, which was also entered into on November 14, 2024. At the closing, Bel paid an aggregate of approximately $325.6 million in cash in respect to the cash purchase price (after giving effect to estimated adjustments taken at closing including for Enercon’s cash, indebtedness, net working capital and unpaid transaction costs, and subject to further adjustment post-closing). Bel funded the closing of the Transaction through cash on hand of approximately $85.6 million and with approximately $240 million provided through incremental borrowings under the Company’s revolving credit facility, as amended in connection with the Transaction. The potential Earnout Payments may become payable of up to $5 million for each of the fiscal 2025 and fiscal 2026 earnout periods (each, an “Earnout Period”), subject to Enercon’s achievement of certain specified EBITDA targets for each respective Earnout Period, as calculated and determined in accordance with the Purchase Agreement. In the event that (i) the target for the respective Earnout Period has been achieved, the full $5 million Earnout Payment for the Earnout Period shall be payable, or (ii) achievement for the respective Earnout Period is at least 90% of the target level but less than 100% of the target level, then the amount payable in respect of the Earnout Payment for such Earnout Period shall be $2.5 million. In the event that achievement for the respective Earnout Period is less than 90% of the target level, no Earnout Payment shall be due for such period. The Company incurred did not incur any acquisition-related costs associated with the Transaction during the three months ended March 31, 2025 or March 31, 2024. While the initial accounting related to the Enercon acquisition is not complete as of the filing date of this Form 10-Q, primarily related to income tax matters still under review, the following table depicts the Company’s current preliminary estimates of the acquisition date fair values of the consideration paid, identifiable net assets acquired and goodwill. The Company expects to finalize these valuations and complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date:
|  | Preliminary |
|  | Acquisition Date |
|  | Fair Values |
|  | (as adjusted) |
Cash |  | $ | 3,590 |
Accounts receivable |  |  | 21,088 |
Inventories |  |  | 42,271 |
Other current assets |  |  | 4,144 |
Property, plant and equipment |  |  | 9,357 |
Intangible assets |  |  | 189,700 |
Other assets |  |  | 3,496 |
Total identifiable assets |  |  | 273,646 |
Accounts payable |  |  | 9,585 |
Accrued expenses |  |  | 6,670 |
Other current liabilities |  |  | 5,104 |
Noncurrent liabilities |  |  | 30,522 |
Total liabilities assumed |  |  | 51,881 |
Net identifiable assets acquired |  |  | 221,765 |
Goodwill |  |  | 182,905 |
Net assets acquired |  | $ | 404,670 |
Cash paid |  |  | 324,071 |
Fair value of contingent consideration |  |  | 3,300 |
Fair value of noncontrolling interest |  |  | 72,354 |
Fair value of seller note |  |  | 4,945 |
Fair value of consideration transferred |  |  | 404,670 |
Deferred consideration |  |  | (80,599 | )
Total consideration paid |  | $ | 324,071 |
The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the results of Enercon for the periods presented as if the Transaction had occurred on January 1, 2024, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon estimated fair value of assets acquired, interest expense and amortization of deferred financing costs related to the financing of the acquisition, and related tax effects. The 2024 unaudited pro forma net earnings for the three months ended March 31, 2024 were adjusted to include an estimated non-recurring expense related to a fair value adjustment to acquisition-date inventory of $2.4 million ($1.8 million after tax) during the year ended December 31,2023. The pro forma results do not reflect the realization of any potential cost savings, or any related integration costs. Certain cost savings may result from this acquisition; however, there can be no assurance that these cost savings will be achieved. The pro forma results also exclude the impact of any change in the redemption value of the noncontrolling interest. The unaudited pro forma results are presented for illustrative purposes only and are not necessarily indicative of the results that would have actually been obtained if the acquisition had occurred on the assumed date, nor is the pro forma data intended to be a projection of results that may be obtained in the future:
|  | Three Months Ended |
|  | March 31, |
|  | 2025 |  |  | 2024 |
Revenue, net |  | $ | 152,238 |  |  | $ | 158,805 |
Net earnings |  |  | 18,322 |  |  |  | 18,022 |
Less: Net earnings attributable to non-controlling interest |  |  | 448 |  |  |  | 1,085 |
Net earnings attributable to Bel Fuse shareholders |  |  | 17,874 |  |  |  | 16,937 |
Earnings per Class A common share - basic and diluted |  |  | 1.36 |  |  |  | 1.27 |
Earnings per Class B common share - basic and diluted |  |  | 1.43 |  |  |  | 1.34 |
During 2024, the acquisition of Enercon resulted in a noncontrolling interest holder who is entitled to a put option, giving the sellers the ability to put their redeemable interest in the shares of the acquiree to the Company. Specifically, if exercised by the noncontrolling interest holder, the Company would be required to purchase the remaining 20% of the Seller's redeemable interest, at a redemption price during specified time period(s) stipulated in the Enercon acquisition agreement. Upon acquisition, the redeemable noncontrolling interest was initially valued at a fair value of $72.4 million. The redeemable noncontrolling interest reflected on the accompanying condensed consolidated balance sheets at March 31, 2025, and December 31, 2024 will remain in temporary equity until the applicable put-call option is either fully exercised or expires. At March 31, 2025, and December 31, 2024, the redeemable noncontrolling interest was adjusted to reflect its redemption value of $81.0 million and $80.6 million, respectively. The redemption value of the redeemable noncontrolling interest is generally calculated using Level 3 unobservable inputs based on a multiple of earnings. A roll-forward of the redeemable noncontrolling interest for the three months ending March 31, 2025 is included in the accompanying condensed consolidated statements of stockholders' equity and redeemable noncontrolling interest.

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