Bel Fuse Inc 8-K/A, filed Jan 29, 2025

Bel Fuse Inc (BELFA)

8-K/A 2025-01-29 For: 2024-11-14

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Added on April 11, 2026

About this 8-K/A

Bel Fuse Inc filed this 8-K/A on January 29, 2025, reporting on events of November 14, 2024.

Items reported

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.)

300 Executive Drive, Suite 300, West Orange, New Jersey		07052
(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

23.1		Consent of Ziv Haft, Certified Public Accountants (Isr.), a BDO Member Firm
99.1		Audited Financial Statements of Enercon Technologies, Ltd. for the Fiscal Years Ended December 31, 2023 and 2022, the related notes, and the independent auditor’s report thereon.
99.2		Unaudited Interim Financial Statements of Enercon Technologies, Ltd. for the Nine-Month Periods ending September 30, 2024 and 2023.
99.3		Unaudited Pro Forma Combined Financial Information of Bel Fuse Inc. and Enercon Technologies, Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Date: January 29, 2025	BEL FUSE INC.
	(Registrant)


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

Exhibit No.		Description
23.1		Consent of Ziv Haft, Certified Public Accountants (Isr.), a BDO Member Firm
99.1		Audited Financial Statements of Enercon Technologies, Ltd. for the Fiscal Years Ended December 31, 2023 and 2022, the related notes, and the independent auditor’s report thereon.
99.2		Unaudited Interim Financial Statements of Enercon Technologies, Ltd. for the Nine-Month Periods ending September 30, 2024 and 2023.
99.3		Unaudited Pro Forma Combined Financial Information of Bel Fuse Inc. and Enercon Technologies, Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Page
INDEPENDENT AUDITORS' REPORT	2-3
CONSOLIDATED FINANCIAL STATEMENTS OF:
Financial Position	4-5
Comprehensive Income	6
Changes in Equity	7
Cash Flows	8-9
Notes forming part of the Consolidated Financial Statements	10-41

			As of December 31,
			2023		2022
	Note		U.S. dollars in thousands
ASSETS
Current assets
Cash and cash equivalents		3		3,713		2,860
Short-term deposit				129		55
Short-term restricted cash				532		294
Trade receivables		5		20,421		16,622
Other accounts receivable		6		1,662		1,352
Income taxes receivable		17		575		2,278
Inventories		7		37,062		34,823
				64,094		58,284

Non-Current Assets
Restricted Cash				48		368
Long-term prepaid expenses				45		37
Deferred tax assets				36		9
Property, plant and equipment		8		5,420		5,692
Right-of-use assets		9		3,650		4,870
Intangible assets		10		-		278
Goodwill		10		60,466		60,466
				69,665		71,720

TOTAL ASSETS				133,759		130,004

			Year ended December 31,
			2023			2022
	Note		U.S. dollars in thousands
Revenues		5		95,709			81,281
Cost of sales		20		54,971			53,341
Gross profit				40,738			27,940
Research and development expenses		21		5,296			6,541
Selling and marketing expenses		22		9,446			6,710
General and administrative expenses		23		4,113			4,212
Profit from operations				21,883			10,477
Other expenses (income)				(25	)		-
Finance expenses		24		4,123			4,210
Finance income changes		24		(304	)		(2,648	)
Profit before income tax				18,089			8,915
Taxes on income		17		3,819			854
Total comprehensive income				14,270			8,061

Total comprehensive income attributable to:
Equity holders of the company				14,262			8,040
Non-controlling interest				8			21
				14,270			8,061

	Share capital		Reserve from share-based payment transactions			Capital reserve from transactions with non-controlling interest			Retained earnings		Total attributable to owners of the parent			Non-controlling interest		Total equity
Balance as of December 31, 2021		7,236		855			-			35,988		44,079			59		44,138

Changes during 2022:
Exercise of ESOP		300		(111	)		-			-		189			-		189
Share based payment		-		452			-			-		452			-		452
Transactions with minority		-		-			(180	)		-		(180	)		8		(172	)
Total comprehensive income for the year		-		-			-			8,040		8,040			21		8,061
Balance as of December 31, 2022		7,536		1,196			(180	)		44,028		52,580			88		52,668

Changes during 2023:
Forfeit of ESOP		26		(26	)		-			-		-			-		-
Share based payment		-		719			-			-		719			-		719
Transactions with minority		-		-			-			-		-			-		-
Total comprehensive income for the year		-		-			-			14,262		14,262			8		14,270
Balance as of December 31, 2023		7,562		1,889			(180	)		58,290		67,561			96		67,657

Level 1	-	Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2	-	Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly.

Level 3	-	Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data).

	Rate of depreciation	Mainly %
Buildings	3 - 4 %	3.13
Machinery and equipment	6 - 20 %	10
Furniture and office equipment	6 - 15 %	6
Computers and related equipment	10 - 33 %	33
Motor vehicles	15 %	15


	a.	Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements); These amendments have no effect on the measurement or presentation of any items in the Consolidated financial statements of the Company but affect the disclosure of accounting policies of the Company.


	b.	Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors); These amendments had no material effect on the consolidated financial statements of the Company.


	c.	IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction. These amendments had no material effect on the consolidated financial statements of the Company.

			As of December 31,
			2023			2022
	Note		U.S. dollars in thousands
LIABILITIES AND EQUITY
Current Liabilities
Credit, short-term loans and current maturities		12		26,775			28,487
Current maturities of lease liabilities		9		1,292			1,262
Trade payables				7,201			6,273
Income taxes payable		17		85			-
Other accounts payable		13		10,291			9,644
				45,644			45,666

Non-Current Liabilities
Long-term loans net of current maturities		14		11,450			22,092
Lease liabilities		9		2,788			4,179
Deferred income tax liabilities		11		6,220			5,399
				20,458			31,670

Equity attributable to owners of the parent
Share capital		18		7,562			7,536
Reserve from share-based payment transactions		16		1,889			1,196
Capital reserve from transactions with minority				(180	)		(180	)
Retained earnings				58,290			44,028
				67,561			52,580

Non-controlling interests		15		96			88
				67,657			52,668

TOTAL LIABILITIES AND EQUITY				133,759			130,004

	Year ended December 31,
	2023			2022
	U.S. dollars in thousands
Cash flows from operating activities:
Profit for the year		14,270			8,061
Adjustments for:
Depreciation and amortization		3,044			2,996
Changes in contingent consideration		-			-
Equity settled share-based payment expense		719			452
Loss (profit) from sale of property, plant and equipment		(4	)		1
Loss (profit) from other current financial assets		(315	)		389
Taxes on income		3,819			854
Other financial expenses		3,555			1,510
		25,088			14,263
Changes in assets and liabilities:
Increase in trade receivables		(3,799	)		(7,106	)
Decrease (increase) in other accounts receivable and prepaid expenses		(255	)		152
Increase in inventories		(2,239	)		(4,270	)
Increase in trade payables		928			2,204
Increase (decrease) in other accounts payable		899			(4,004	)
		(4,466	)		(13,024	)
Cash from operating activities		20,622			1,239
Interest paid		(3,680	)		(2,052	)
Taxes paid		(1,237	)		(2,904	)
Net cash from operating activities		15,705			(3,717	)

	Year ended December 31,
	2023			2022
	U.S. dollars in thousands
Cash flows from investing activities:
Purchases of property, plant and equipment		(1,226	)		(1,492	)
Proceeds from sale of property, plant and equipment		6			1
Short-term deposit		(74	)		(55	)
Restricted deposit		82			(9	)
Net Cash used in investing activities		(1,212	)		(1,555	)

Cash flows from financing activities:
Short-term credit from banks		(6,727	)		7,461
Repayment of lease liabilities		(1,286	)		(1,323	)
Long-term Loans received from banks		-			5,000
Long-term Loans repayment		(5,627	)		(5,963	)
Acquisition of non-controlling interests		-			(172	)
Exercise of ESOP		-			189
Net Cash (used in)/from financing activities		(13,640	)		5,192

Decrease (increase) in cash and cash equivalents		853			(80	)
Balance of cash and cash equivalents as at the beginning of the year		2,860			2,940
Balance of cash and cash equivalents as at the end of the year		3,713			2,860


B.	Impact of the “Swords of Iron” War on the Company:

	December 31,
	2023		2022
	U.S. dollars in thousands
In U.S. dollars		2,611		1,884
In other currencies		1,102		976
Total		3,713		2,860

	Buildings & Leasehold improvements		Machinery & equipment		Office furniture & equipment		Computer equipment		Vehicles		Total
	U.S. dollars in thousands
*Cost:*
Balance as of December 31, 2022		6,385		3,881		615		2,246		78		13,205
Acquisitions		33		771		36		234		152		1,226
Disposals		-		-		1		4		19		24
Balance as of December 31, 2023		6,418		4,652		650		2,476		211		14,407
*Accumulated Depreciation:*
Balance as of December 31, 2022		2,941		2,454		271		1,774		73		7,513
Depreciation for the year		621		481		49		325		20		1,496
Disposals		-		-		1		3		18		22
Balance as of December 31, 2023		3,562		2,935		319		2,096		75		8,987
*Net book value:*
As of December 31, 2023		2,856		1,717		331		380		136		5,420

	Buildings		Vehicles		Total
	U.S. dollars in thousands
As of December 31, 2022		4,510		360		4,870
Additions		-		406		406
Depreciation for the year		1,002		268		1,270
Disposals		305		51		356
As of December 31, 2023		3,203		447		3,650

			December 31,
	Interest rate		2023		2022
	%		U.S. dollars in thousands
Bank Credit	S+2.30%			1,433		1,860
Short term bank loans	S+1.60% - S+2.49%			14,700		21,000
Current maturities In US $	S+2.81%			960		960
Current maturities In US $	S+2.10%			5,000		-
Current maturities In US $	2.40% - S+2.75%			3,440		3,440
Current maturities In US $		2.81%-2.90%		1,242		1,227
Total				26,775		28,487

*Long term loans ():**	Currency	Nominal interest rate		Years of maturity		Total amount		Current maturities		Total long term loans
Bank loan	USD	S+2.10%			2022-2024		5,000		5,000		-
Bank loan	USD	S+2.81%			2020-2025		1,920		960		960
Bank loan	USD		2.81% - 2.90%		2020-2025		1,962		1,242		720
Bank loan	USD	2.40% - S+2.75%			2021-2027		13,210		3,440		9,770
							22,092		10,642		11,450

Name	Country of incorporation	Proportion of ownership interest			Held by

Enercon Technologies Europe AG (former - P.T.E. Production & Trading Enterprises AG)	Switzerland		100	%	Enercon Technologies Ltd.

Milpower source, Inc.	United States		100	%	Enercon Technologies Ltd.

Multisphere power solutions Pvt. Ltd*	India		55	%	Enercon Technologies Ltd.

Mil Power Converter Technologies India Private Limited**	India		100	%	Enercon Technologies Ltd.

Mil Power Magnetics India Private Limited***	India		100	%	Enercon Technologies Ltd.

Elcatech Development Ltd ****	Israel		100	%	Enercon Technologies Ltd.

	2023			2022			2021			2020			2019			2018			2017			2016
Share price (dollar)		12.13			12.13			12.13			7.56			0.76			0.76			0.69			0.67
Expected volatility		74	%		74	%		74	%		74	%		74	%		74	%		74	%		74	%
Expected average life (years)		4.50			4.34			4.62			4.31			4.27			4.32			4.21			3.88
Risk free rate		3.89	%		0.62	%		0.62	%		0.62	%		0.62	%		0.62	%		0.62	%		0.62	%
Exercise price (dollar)		12.13			10.69			12.13			7.56			0.76			0.76			0.69			0.67
Fair value of the options		8.73			7.29			7.03			4.38			0.44			0.44			0.39			0.37

	Issued and fully paid
	2023				2022
	Number		NIS		Number		NIS
Ordinary shares of NIS 0.01 each		10,217,497		102,175		10,102,497		101,025
Changes during the year
Exercise of options to share capital		-		-		115,000		1,150
At end of the year		10,217,497		102,175		10,217,497		102,175

	Page

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF:
Financial Position	3-4
Comprehensive Income	5
Changes in Equity	6-7
Cash Flows	8-9
Notes forming part of the Consolidated Financial Statements	10-15

			As of September 30,		As of December 31,
			2024		2023
	Note		U.S. dollars in thousands
ASSETS
Current assets
Cash and cash equivalents				3,489		3,713
Short-term deposit				234		129
Short-term restricted cash				358		532
Trade receivables				25,130		20,421
Other accounts receivable				2,225		1,662
Income taxes receivable				-		575
Inventories				39,473		37,062
				70,909		64,094
Non-Current Assets
Restricted Cash				104		48
Long-term prepaid expenses				72		45
Deferred tax assets				7		36
Property, plant and equipment				5,755		5,420
Right-of-use assets		4		3,228		3,650
Goodwill				60,469		60,466
				69,635		69,665

TOTAL ASSETS				140,544		133,759

			For the nine months ended September 30,						For the three months ended September 30,
			2024			2023			2024			2023
	Note		U.S. dollars in thousands
Revenues		8		89,783			69,836			30,067			25,095
Cost of sales				46,861			40,664			15,385			13,956
Gross profit				42,922			29,172			14,682			11,139
Research and development expenses				4,390			4,004			1,515			1,291
Selling and marketing expenses				5,953			7,188			2,088			2,505
General and administrative expenses				3,863			2,965			1,612			995
Profit from operations				28,716			15,015			9,467			6,348
Other expenses (income)				(3	)		(29	)		-			-
Finance expenses				1,870			3,252			515			1,050
Finance income				(1,068	)		(1,425	)		(12	)		(669	)
Profit before income tax				27,917			13,217			8,964			5,967
Taxes on income				4,667			1,896			1,453			818
Net profit for the period				23,250			11,321			7,511			5,149

Other comprehensive income				-			-			-			-
Total comprehensive income for the period				23,250			11,321			7,511			5,149

Total comprehensive income attributable to:
Equity holders of the company				23,126			11,349			7,530			5,164
Non-controlling interest				124			(28	)		(19	)		(15	)
				23,250			11,321			7,511			5,149

	September 30,		September 30,		December 31,		December 31,
	2023		2023		2023		2023
	weighted average exercise price		Number		weighted average exercise price		Number
	$				$
Outstanding at beginning of period		3.15		1,055,000		2.51		985,000
Changes during the period:
Granted during the period		-		-		12.13		80,000
Exercised during the period		1.96		55,000		-		-
Forfeited during the period		-		-		12.13		10,000
Outstanding at the end of the period		3.21		1,000,000		3.15		1,055,000
Exercisable at the end of the period		2.49		920,940		2.12		940,000

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2024
(dollars in thousands, except per share data)

	Historical								Pro Forma
	Bel Fuse Inc.		Enercon						Transaction
	(as reported)		IFRS (as reported)		U.S. GAAP Adjustments		U.S. GAAP		Accounting Adjustments			Note	Pro Forma Combined
ASSETS					(Note 1)
Current Assets:
Cash and cash equivalents	$	134,266	$	3,489	$	-	$	3,489	$	(85,971	)	3b	$	51,784
Held to maturity U.S. Treasury securities		29,541		-		-		-		-				29,541
Accounts receivable, net		75,998		25,130		-		25,130		-				101,128
Inventories		124,885		39,473		-		39,473		2,395		3a		166,753
Unbilled receivables		5,312		-		-		-		-				5,312
Assets held for sale		2,061		-		-		-		-				2,061
Other current assets		15,586		2,817		-		2,817		950		3c		19,353
Total current assets		387,649		70,909		-		70,909		(82,626	)			375,932

Property, plant and equipment, net		36,735		5,755		-		5,755		3,697		3a		46,187
Right-of-use assets		22,901		3,228		303		3,531		-				26,432
Related party note receivable		3,070		-		-		-		-				3,070
Equity method investment		10,014		-		-		-		-				10,014
Intangible assets, net		45,850		-		-		-		189,700		3a		235,550
Goodwill, net		26,922		60,469		-		60,469		100,452		3a		187,843
Deferred income taxes		16,612		7		-		7		1,516		3j		18,135
Other assets		34,664		176		-		176		950		3c		35,790
Total assets	$	584,417	$	140,544	$	303	$	140,847	$	213,689			$	938,953

BEL FUSE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
(dollars in thousands, except per share data)

	Historical												Pro Forma
	Bel Fuse Inc.			Enercon
	Nine Months Ended			Nine Months Ended
	September 30, 2024			September 30, 2024
	As Reported			IFRS			U.S. GAAP Adjustments (Note 1)			U.S. GAAP			Transaction Accounting Adjustments			Note	Pro Forma Combined
Net sales	$	384,933		$	89,783		$	-		$	89,783		$	-			$	474,716
Cost of sales		238,782			46,861			-			46,861			2,221		3h,3i		287,864
Gross profit		146,151			42,922			-			42,922			(2,221	)			186,852

Research and development costs		16,652			4,390			-			4,390			(25	)	3h		21,017
Selling, general and administrative		75,785			9,816			8			9,824			5,694		3h,3i,3j		91,303
Restructuring charges		1,790			-			-			-			-				1,790
Income from operations		51,924			28,716			(8	)		28,708			(7,890	)			72,742

Interest expense		(1,263	)		(1,870	)		-			(1,870	)		(11,642	)	3c,3n		(14,775	)
Interest income		3,741			-			-			-			-				3,741
Other income/expense, net		21			1,071			(187	)		884			-				905
Earnings before provision for income taxes		54,423			27,917			(195	)		27,722			(19,532	)			62,613

Provision for income taxes		11,663			4,667			-			4,667			(3,701	)	3m		12,629

Net earnings (all shareholders)	$	42,760		$	23,250		$	(195	)	$	23,055		$	(15,831	)		$	49,984
Less: Net earnings attributable to non-controlling interest	$	-		$	124		$	-		$	124		$	3,350			$	3,474		3o
Net earnings (Bel shareholders)	$	42,760		$	23,126		$	(195	)	$	22,931		$	(19,181	)		$	46,510


Earnings per share:
Class A common share - basic and diluted	$	3.23															$	3.52		3l
Class B common share - basic and diluted	$	3.41															$	3.71		3l

Weighted-average shares outstanding:
Class A common share - basic and diluted		2,126																2,126
Class B common share - basic and diluted		10,512																10,512

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

BEL FUSE INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(dollars in thousands, except per share data)

	Historical												Pro Forma
	Bel Fuse Inc.			Enercon
	Year Ended			Year Ended
	December 31, 2023			December 31, 2023
	As Reported			IFRS (as reported)			U.S. GAAP Adjustments (Note 1)			U.S. GAAP			Transaction Accounting Adjustments			Note	Pro Forma Combined

Net sales	$	639,813		$	95,709		$	-		$	95,709		$	-			$	735,522
Cost of sales		423,964			54,971			-			54,971			5,079		3g,3h,3i		484,014
Gross profit		215,849			40,738			-			40,738			(5,079	)			251,508

Research and development costs		22,487			5,296			-			5,296			33		3h		27,816
Selling, general and administrative		99,091			13,559			6			13,565			14,329		3h,3i,3j		126,985
Restructuring charges		10,114			-			-			-			-				10,114
Gain on sale of properties		(3,819	)		-			-			-			-				(3,819	)
Income from operations		87,976			21,883			(6	)		21,877			(19,441	)			90,412

Gain on sale of Czech Republic business		980			-			-			-			-				980
Interest expense		(2,850	)		(3,819	)		-			(3,819	)		(13,299	)	3c,3n		(19,968	)
Other income/expense, net		(2,806	)		25			(123	)		(98	)		-				(2,904	)
Earnings before provision for income taxes		83,300			18,089			(129	)		17,960			(32,740	)			68,520

Provision for income taxes		9,469			3,819			-			3,819			(6,249	)	3m		7,039

Net earnings (all shareholders)	$	73,831		$	14,270		$	(129	)	$	14,141		$	(26,491	)		$	61,481
Less: Net earnings attributable to non-controlling interest	$	-		$	8		$	-		$	8		$	(1,184	)		$	(1,176	)	3o
Net earnings (Bel shareholders)	$	73,831		$	14,262		$	(129	)	$	14,133		$	(25,307	)		$	62,657


Earnings per share:
Class A common share - basic and diluted	$	5.52															$	4.68		3l
Class B common share - basic and diluted	$	5.83															$	4.95		3l

Weighted-average shares outstanding:
Class A common share - basic and diluted		2,142																2,142
Class B common share - basic and diluted		10,634																10,634

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

	Preliminary
	Acquisition Date
	Fair Values
	(as adjusted)
Cash	$	3,994
Accounts receivable		21,088
Inventories		42,271		(a)
Other current assets		3,490
Property, plant and equipment		9,786		(b)
Intangible assets		189,700		(c)
Other assets		3,316
Total identifiable assets		273,645

Accounts payable		9,046
Accrued expenses		3,644
Other current liabilities		7,211
Noncurrent liabilities		3,477
Total liabilities assumed		23,378
Net identifiable assets acquired		250,086
Goodwill		154,403
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

	Acquisition Date		Estimated
	Fair Value		Life

Trademarks	$	21,900	Indefinite
Customer relationships		130,300	17 years
Technology		37,500	15 years
Total intangible assets acquired	$	189,700

	b.	The utilization of $85.6 million of cash to partially fund the acquisition of Enercon and $0.4 million of cash paid in connection with deferred financing costs associated with funding the Transaction.

	h.	The estimated incremental depreciation expense of $0.4 million for the nine months ended September 30, 2024 and $0.6 million for the year ended December 31, 2023 related to estimated fair value adjustments related to property, plant and equipment acquired by Bel. The value of the PP&E step-up is depreciated on a straight-line basis over an estimated weighted-average useful life of 6.5 years. Enercon’s depreciation expense is primarily classified as cost of sales, with less than $0.1 million in each period classified as each research and development costs and selling, general and administrative expenses.

	m.	The income tax effects of the transaction accounting adjustments, by using Bel’s statutory tax rate of 20%. The income tax effects on the Enercon specific adjustments utilized Enercon’s historical tax rate of 17%.