Bel Fuse Inc 8-K/A, filed Feb 14, 2020

Bel Fuse Inc (BELFA)

8-K/A 2020-02-14 For: 2019-12-03

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Added on April 11, 2026

About this 8-K/A

Bel Fuse Inc filed this 8-K/A on February 14, 2020, reporting on events of December 3, 2019.

Items reported

Item 2.01: Completed an acquisition or sale of assets
Item 9.01: Financial statements and exhibits

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NEW JERSEY		0-11676		22-1463699
(State of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

206 Van Vorst Street, Jersey City, New Jersey		07302
(Address of principal executive offices)		(Zip Code)

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Class A Common Stock ($0.10 par value)	BELFA	Nasdaq Global Select Market
Class B Common Stock ($0.10 par value)	BELFB	Nasdaq Global Select Market

Exhibit 23.1	Consent of Perkins & Company, P.C.
Exhibit 99.1	Financial Statements of Certain Business Components and Portions of CUI Global, Inc.'s Power Business
Exhibit 99.2	Pro Forma Financial Statements
Exhibit 99.3	Press release of Bel Fuse Inc., dated December 3, 2019, is incorporated herein by reference to Exhibit 99.1 to the Original Form 8-K

Date: February 14, 2020	BEL FUSE INC.
	(Registrant)


By:	/s/Daniel Bernstein
	Daniel Bernstein
	President and Chief Executive Officer

Independent Auditor’s Report	2
Balance Sheet	4
Statement of Income	5
Statement of Changes in Net Parent Investment	6
Statement of Cash Flows	7
Notes to Financial Statements:	9
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION	9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	10
3. FURNITURE AND EQUIPMENT, NET	19
4. GOODWILL AND INTANGIBLE ASSETS	20
5. COMMITMENTS AND CONTINGENCIES	21
6. NET PARENT INVESTMENT AND EXPENSE ALLOCATION	22
7. INCOME TAXES	23
8. CONCENTRATIONS	24
9. SUBSEQUENT EVENT	25

(In thousands)

Assets:
Current Assets:
Trade accounts receivable, net of allowance of $73	$	4,365
Inventories		6,452
Prepaid expenses and other		257
Total current assets		11,074

Furniture and equipment, less accumulated depreciation of $1,318		137
Goodwill		8,003
Intangible assets, less accumulated amortization of $2,437		4,572
Total assets	$	23,786

Liabilities and Net Parent Investment:
Current Liabilities:
Accounts payable	$	2,741
Accrued expenses		1,284
Contract liabilities		100
Refund liabilities		1,426
Total current liabilities		5,551

Deferred tax liabilities		344
Total liabilities		5,895

Commitments and contingencies


Net parent investment		17,891
Total liabilities and net parent investment	$	23,786

(In thousands)

Total revenues	$	40,241

Cost of revenues		23,110

Gross profit		17,131

Operating expenses:
Selling, general and administrative		10,071
Depreciation and amortization		120
Research and development		24
Provision for bad debt		12
Other operating expenses		5

Total operating expenses		10,232

Income from operations		6,899

Other income		5

Income before income taxes		6,904

Income tax expense		1,926

Net income	$	4,978

(In thousands)

Balance, December 31, 2017	$	14,396

Cumulative effect of accounting change		1,075
Balance, January 1, 2018, adjusted		15,471

Net distributions to parent		(2,558	)
Net income		4,978

Balance, December 31, 2018	$	17,891

(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,978
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		134
Amortization of intangibles		356
Provision for bad debt expense and returns allowances		12
Deferred income taxes		(957	)
Inventory reserve		151
Loss on disposal of assets		5
(Increase) decrease in operating assets:
Trade accounts receivable		(884	)
Inventories		(2,201	)
Prepaid expenses and other current assets		(55	)
Increase (decrease) in operating liabilities:
Accounts payable		805
Accrued expenses		51
Refund liabilities		456
Contract liabilities		(100	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		2,751

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of furniture and equipment		(52	)
Investments in intangible assets		(141	)
NET CASH USED IN INVESTING ACTIVITIES		(193	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net distributions to parent		(2,558	)
NET CASH USED IN FINANCING ACTIVITIES		(2,558	)

Net increase (decrease) in cash and cash equivalents		—
Cash and cash equivalents at beginning of year		—

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	—

(In thousands)

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued furniture and equipment purchases at December 31	$	1
Accrued investment in intangible assets at December 31	$	2

(In thousands)	As of December 31, 2018
Finished goods	$	6,912
Inventory reserves		(460	)
Total inventories	$	6,452

	Estimated Useful Life
Finite-lived intangible assets
Trade name – V-Infinity	5 years
Technology rights	20 years
Product certifications - CUI, Inc.	3 years
Other intangible assets	See endnote ⁽¹⁾

Indefinite-lived intangible assets
Trade name	See endnote ⁽²⁾
Customer list	See endnote ⁽²⁾

(In thousands)
Accrued Inventory	$	897
Accrued commissions		230
Accrued payroll and payroll taxes		157
Total	$	1,284

(In thousands)	Balance at December 31, 2017		Adjustments Due to ASC 606			Balance at January 1, 2018

Balance Sheet
Assets:
Inventories	$	6,080	$	(1,679	)	$	4,401
Total current assets		9,776		(1,679	)		8,097
Total assets	$	22,787	$	(1,679	)	$	21,108

Liabilities:
Contract liabilities	$	3,940	$	(3,739	)	$	201
Refund liabilities		431		539			970
Total current liabilities		7,535		(3,200	)		4,335
Deferred tax liabilities		856		446			1,302
Total liabilities		8,391		(2,754	)		5,637

Net Parent Investment:
Net parent investment		14,396		1,075			15,471
Total liabilities and net parent investment	$	22,787	$	(1,679	)	$	21,108

(In thousands)

Distributor sales	$	26,031
Direct sales		14,210
Total revenues	$	40,241

(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Amount
Finite-lived intangible assets
Trademark and tradename - V-Infinity	$	1,095	$	(1,095	)	$	—
Trademark and tradename - Other		27		(27	)		—
Technology rights		170		(123	)		47
Product certifications		1,418		(1,078	)		340
Other intangible assets		114		(114	)		—
Total finite-lived intangible assets		2,824		(2,437	)		387

Indefinite-lived intangible assets
Trademark and tradename		3,034		—			3,034
Customer list		1,151		—			1,151
Total indefinite-lived intangible assets		4,185		—			4,185
Total identifiable intangible assets	$	7,009	$	(2,437	)	$	4,572

	For the Years Ending December 31,
(In thousands)	2019		2020		2021		2022		2023		2024 and Thereafter		Totals
Technology rights	$	6	$	6	$	6	$	6	$	6	$	17	$	47
Product Certifications		203		109		28		—		—		—		340

Total amortization	$	209	$	115	$	34	$	6	$	6	$	17	$	387

(In thousands)

Current:
Federal	$	2,046
State and local		837
Foreign		—
Total current provision		2,883
Deferred:
Federal		(738	)
State and local		(219	)
Foreign		—
Total deferred benefit		(957	)
Total income tax provision	$	1,926

	For the Year Ended December 31, 2018
(In thousands)	As Reported		Balances Without Adoption of ASC 606		Effect of Change Higher / (Lower)
Statement of Income
Total revenues	$	40,241	$	38,595	$	1,646
Cost of revenues		23,110		22,107		1,003
Gross profit		17,131		16,488		643
Income from operations		6,899		6,256		643
Income before taxes		6,904		6,261		643
Income tax expense		1,926		1,750		176
Net Income	$	4,978	$	4,511	$	467

	As of December 31, 2018
(In thousands)	As Reported		Balances Without Adoption of ASC 606		Effect of Change Higher / (Lower)

Balance Sheet
Assets:
Inventories	$	6,452	$	9,160	$	(2,708	)
Total current assets		11,074		13,782		(2,708	)
Total assets	$	23,786	$	26,494	$	(2,708	)

Liabilities:
Contract liabilities	$	100	$	5,721	$	(5,621	)
Refund liabilities		1,426		678		748
Total current liabilities		5,551		10,424		(4,873	)
Deferred tax liabilities		344		562		(218	)
Total liabilities		5,895		10,986		(5,091	)

Net Parent Investment:
Net parent investment		17,891		15,508		2,383
Total liabilities, and net parent investment	$	23,786	$	26,494	$	(2,708	)

(In thousands)

Current contract liabilities - January 1, 2018	$	201
Contract additions, net		59
Revenue recognized		(160	)
Total contract liabilities - December 31, 2018	$	100

(In thousands)

Furniture and equipment	$	1,455
Less accumulated depreciation		(1,318	)
Furniture and equipment, net	$	137

(In thousands)	For the Year Ended December 31, 2018

Trademarks and trade name	$	4
Technology rights		6
Product Certifications		345
Other Intangibles		1
Total amortization	$	356

(In thousands)

U.S. operations	$	6,904
Income before income taxes	$	6,904

(In thousands)

Computed federal income taxes at the statutory rate	$	1,450
State income taxes		459
Permanent tax differences		17
Total income tax provision	$	1,926

(In thousands)

Deferred tax assets:
Intangible assets	$	15
Furniture and equipment		139
Inventory and accounts receivable reserves		250
Refund liabilities		389
Other		3
Deferred tax assets		796

Deferred tax liabilities:
Intangible assets		(1,140	)
Total deferred tax liabilities		(1,140	)
Net deferred tax liabilities	$	(344	)

Condensed Balance Sheet	3
Condensed Statement of Income	4
Condensed Statement of Changes in Net Parent Investment	5
Condensed Statement of Cash Flows	6
Notes to Condensed Financial Statements:	8
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION	8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9
3. COMMITMENTS AND CONTINGENCIES	12
4. NET PARENT INVESTMENT AND EXPENSE ALLOCATION	12
5. INCOME TAXES	12
9. SUBSEQUENT EVENT	13

(in thousands)

Total revenues	$	25,307

Cost of revenues		14,976

Gross profit		10,331

Operating expenses:
Selling, general and administrative		7,987
Depreciation and amortization		60
Research and development		1
Other		(10	)

Total operating expenses		8,038

Income from operations		2,293

Other expense		(4	)

Income before income taxes		2,289

Income tax expense		624

Net income	$	1,665

	As of
	September 30,
(In thousands)	2019
Finished goods	$	6,307
Inventory reserves		(550	)
Total inventories	$	5,757

(In thousands)
Distributor sales	$	15,213
Direct sales		10,094
Total revenues	$	25,307

BEL FUSE INC. AND SUBSIDIARIES
UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 2019
(dollars in thousands)

	Historical				Pro Forma Adjustments
	Bel Fuse Inc.		CUI Power
	As of		As of		CUI Power
	September 30,		September 30,		Acquisition				Pro Forma
	2019		2019		Related & Other			Note	Combined
Assets
Current assets:
Cash and cash equivalents	$	64,816	$	-	$	2,768		3a	$	67,584
Accounts receivable, net		79,110		4,222		-				83,332
Inventories		110,209		5,757		-				115,966
Other current assets		23,926		298		-				24,224
Total current assets		278,061		10,277		2,768				291,106
Property, plant and equipment, net		42,470		121		-		4a		42,591
Right-of-use assets		16,296		-		1,299		3b		17,595
Goodwill and other intangible assets, net		68,287		12,529		13,165		3c		93,981
Other assets		29,231		7		-				29,238
Total assets	$	434,345	$	22,934	$	17,232			$	474,511

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		38,890		4,247		-				43,137
Current portion of long-term debt		4,743		-		-				4,743
Operating lease liability, current		6,039		-		228		3b		6,267
Other current liabilities		36,853		3,492		-				40,345
Total current liabilities		86,525		7,739		228				94,492
Long-term debt		107,588		-		32,000		3d		139,588
Operating lease liability, long-term		10,713		-		1,071		3b		11,784
Other liabilities		58,878		76		-				58,954
Total liabilities	$	263,704	$	7,815	$	33,299			$	304,818
Stockholders' equity (net parent investment for CUI Power)		170,641		15,119		(16,067	)	3e		169,693
Total liabilities and stockholders' equity	$	434,345	$	22,934	$	17,232			$	474,511

BEL FUSE INC. AND SUBSIDIARIES
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018
(dollars and shares in thousands, except per share data)

	Historical					Pro Forma Adjustments
	Bel Fuse Inc.			CUI Power
	Year Ended			Year Ended		CUI Power
	December 31,			December 31,		Acquisition				Pro Forma
	2018			2018		Related & Other			Note	Combined

Net sales	$	548,184		$	40,241	$	-			$	588,425

Costs and expenses:
Cost of sales		438,414			23,134		-		2		461,548
Selling, general and administrative		79,937			10,208		(234	)	3f, 3g		89,911
Restructuring charges		222			-		-				222
		518,573			33,342		(234	)			551,681

Income from operations		29,611			6,899		234				36,744
Interest expense		(5,317	)		-		(1,264	)	3h		(6,581	)
Interest income and other, net		(678	)		5						(673	)

Earnings before provision for income taxes		23,616			6,904		(1,030	)			29,490
Provision for income taxes		2,907			1,926		(575	)	3i		4,258

Net earnings	$	20,709		$	4,978	$	(455	)		$	25,232


Earnings per share:
Class A common share - basic and diluted	$	1.62								$	1.98
Class B common share - basic and diluted	$	1.73								$	2.11

Weighted-average shares outstanding:
Class A common share - basic and diluted		2,175									2,175
Class B common share - basic and diluted		9,939									9,939

BEL FUSE INC. AND SUBSIDIARIES
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2019
(dollars and shares in thousands, except per share data)

	Historical						Pro Forma Adjustments
	Bel Fuse Inc.			CUI Power
	9 Months Ended			9 Months Ended			CUI Power
	September 30,			September 30,			Acquisition				Pro Forma
	2019			2019			Related & Other			Note	Combined

Net sales	$	377,284		$	25,307		$	-			$	402,591

Costs and expenses:
Cost of sales		311,382			14,977			-		2		326,359
Selling, general and administrative		56,472			8,037			(228	)	3f, 3g		64,281
Impairment of goodwill		8,891			-			-				8,891
Restructuring charges		1,651			-			-				1,651
Gain on sale of property		(4,257	)		-			-				(4,257	)
		374,139			23,014			(228	)			396,925

Income from operations		3,145			2,293			228				5,666
Interest expense		(4,126	)		-			(994	)	3h		(5,120	)
Interest income and other, net		(361	)		(4	)		-				(365	)

Earnings before provision for income taxes		(1,342	)		2,289			(766	)			181
Provision for income taxes		1,049			624			(274	)	3i		1,399

Net (loss) earnings	$	(2,391	)	$	1,665		$	(492	)		$	(1,218	)


(Loss) Earnings per share:
Class A common share - basic and diluted	$	(0.20	)								$	(0.11	)
Class B common share - basic and diluted	$	(0.19	)								$	(0.10	)

Weighted-average shares outstanding:
Class A common share - basic and diluted		2,175										2,175
Class B common share - basic and diluted		10,113										10,113