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8-K/A - FORM 8-K/A AMENDMENT NO. 1 - BEL FUSE INC /NJbel8-ka.htm
EX-99.1 - FINANCIAL STATEMENTS OF POWER SOLUTIONS - BEL FUSE INC /NJex99-1.htm
EX-23.1 - CONSENT OF DELOITTE & TOUCHE LLP - BEL FUSE INC /NJex23-1.htm
Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On June 19, 2014, Bel Fuse Inc., a New Jersey corporation ("Bel", the "Company", "we", or "our") completed its acquisition of the Power-One Power Solutions business of ABB Ltd, ("ABB") pursuant to a Stock Purchase Agreement with Power-One, Inc. ("Power-One") and PWO Holdings B.V. ("PWO Holdings" and, together with Power-One, collectively, the "Sellers").  Bel paid approximately $110 million in cash, net of cash acquired. On June 19, 2014, the Company also entered into a senior Credit and Security Agreement (the "New Secured Credit Agreement") with KeyBank National Association ("KeyBank"), as administrative agent, swing line lender and issuing lender, and the other lenders identified therein.  The Company is the borrower under the New Secured Credit Agreement, which consists of (i) a $50 million revolving credit facility, (ii) a $145 million term loan facility ("Term Loan") and (iii) a $70 million delayed draw term loan ("Delayed Draw Term Loan"). Concurrent with its entry into the New Secured Credit Agreement, the Company borrowed under the New Secured Credit Agreement to complete its acquisition of the Power-One Power Solutions business from ABB and borrowed under the New Secured Credit Agreement on July 25, 2014 to complete its subsequent acquisition of the Emerson Network Power Connectivity Solutions business of Emerson Inc. The Term Loan was applied to the acquisition of the Power-One Solutions business and the Delayed Draw Term Loan was applied to the acquisition of the Emerson Network Power Connectivity Solutions business.

On July 25, 2013, ABB completed its acquisition of Power-One, which was a former U.S. based, publicly-held corporation and which included the Power Solutions business. Due to the change in control of Power-One, its assets and liabilities were remeasured to fair value as of July 25, 2013 to reflect ABB's basis in the assets and liabilities of Power-One. The new basis of accounting recorded by ABB upon acquisition of Power-One was pushed down to the combined carve-out financial statements of Power Solutions as of July 25, 2013. Because we now control Power Solutions, we have applied acquisition accounting as if the acquisition had closed as of January 1, 2013. Our preliminary purchase price has been allocated to the Power Solutions assets and liabilities based on current estimates and currently available information and is subject to revision based on final determinations of fair value and the final allocation of purchase price to the assets and liabilities of Power Solutions.

The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2013 and for the three month period ended March 31, 2014, give effect to our Power Solutions Acquisition and the financing obtained to fund the acquisition.  The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined statements of operations to give effect to or remove the effect of events that are (1) directly attributable to the Power Solutions acquisition, (2) factually supportable, and (3) expected to have a continuing impact on our results.  The unaudited pro forma condensed combined statements of operations do not reflect any of Bel management's expectations for revenue enhancements, cost savings from the combined companies' operating efficiencies, synergies or other restructurings, or the costs and related liabilities that would be incurred to achieve such revenue enhancements, cost savings from operating efficiencies, synergies or restructurings, which could result from the Power Solutions Acquisition.

The following pro forma financial information is based on our historical consolidated financial statements and the historical combined financial statements of Power Solutions and is intended to provide you with information about how the Power Solutions transaction might have affected our historical consolidated statement of operations if it had closed as of January 1, 2013.  We have not presented a pro forma balance sheet herein, as the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2014, filed with the SEC on August 11, 2014, contains the information of Power Solutions, including a preliminary allocation of purchase price to the assets and liabilities acquired, as of June 30, 2014.

The pro forma financial information below is based on available information and assumptions that we believe are reasonable.  The pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our results of operations would have been had the transaction described above occurred on the date indicated.  The pro forma financial information also should not be considered representative of our future financial condition or results of operations.


PF-1

BEL FUSE INC. AND SUBSIDIARIES
 
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
 
FOR THE YEAR ENDED DECEMBER 31, 2013
 
(dollars in thousands, except per share data)
 
 
 
   
   
   
 
   
 
 
 
Historical
 
   
 
 
 
 
   
Power Solutions
 
   
 
 
 
Bel Fuse Inc.
12 Months Ended
December 31,
2013
   
Successor
July 26 -
December 29,
2013 (2)
   
Predecessor
January 1 -
July 25,
2013 (2)
   
Combined
12 Months Ended
December 29,
2013
 
Pro Forma
Adjustments
   
Note
 
Pro Forma
Combined
 
 
 
 
   
   
   
 
   
 
 
Net sales
 
$
349,189
   
$
110,483
   
$
141,033
   
$
251,516
 
   
 
$
600,705
 
 
                               
   
       
Costs and expenses:
                               
   
       
Cost of sales
   
286,888
     
104,997
     
121,315
     
226,312
     $
(2,930
)
   
3a
   
510,270
 
Selling, general and administrative
   
45,826
     
23,872
     
30,872
     
54,744
     
(195
)
   
3b, 3c
   
100,375
 
Litigation charges
   
41
     
-
     
4,267
     
4,267
                   
4,308
 
Restructuring charges
   
1,387
     
-
     
-
     
-
     
-
           
1,387
 
 
   
334,142
     
128,869
     
156,454
     
285,323
     
(3,125
)
         
616,340
 
 
                                                     
Income (loss) from operations
   
15,047
     
(18,386
)
   
(15,421
)
   
(33,807
)
   
3,125
           
(15,635
)
Interest expense
   
(156
)
   
-
     
-
     
-
     
(5,494
)
   
3d, 4a
   
(5,650
)
Interest income and other, net
   
274
     
(861
)
   
891
     
30
                   
304
 
 
                                                     
Earnings (loss) before (benefit) provision for income taxes
                                                     
and equity in loss of joint venture
   
15,165
     
(19,247
)
   
(14,530
)
   
(33,777
)
   
(2,369
)
         
(20,981
)
(Benefit) provision for income taxes
   
(743
)
   
24,730
     
5,709
     
30,439
     
-
     
3e
   
29,696
 
 
                                                     
Equity in loss from joint venture
   
-
     
-
     
(2,355
)
   
(2,355
)
                 
(2,355
)
 
                                                     
Net earnings (loss)
 
$
15,908
   
$
(43,977
)
 
$
(22,594
)
 
$
(66,571
)
 
$
(2,369
)
       
$
(53,032
)
 
                                                     
 
                                                     
Earnings per share:
                                                     
Class A common share - basic and diluted
 
$
1.32
                                         
$
(4.49
)
Class B common share - basic and diluted
 
$
1.41
                                         
$
(4.68
)
 
                                                     
Weighted-average shares outstanding:
                                                     
Class A common share - basic and diluted
   
2,174,912
                                           
2,174,912
 
Class B common share - basic and diluted
   
9,239,646
                                           
9,239,646
 
 
 
PF-2

 
BEL FUSE INC. AND SUBSIDIARIES
 
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
 
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2014
 
(dollars in thousands, except per share data)
 
 
 
   
   
 
   
  
 
Historical
   
   
  
 
Bel Fuse Inc.
   
Power Solutions
   
 
   
  
 
3 Months Ended
   
3 Months Ended
   
 
   
  
 
March 31,
   
March 30,
   
Pro Forma
 
 
Pro Forma
 
 
 
2014
   
2014 (2)
   
Adjustments
 
Note
 
Combined
 
 
 
   
   
 
   
Net sales
 
$
82,646
   
$
58,859
   
$
-
 
 
$
141,505
 
 
                       
       
Costs and expenses:
                       
       
Cost of sales
   
68,576
     
48,989
     
-
     
4b
   
117,565
 
Selling, general and administrative
   
11,189
     
8,092
     
(253
)
   
3c, 4c
   
19,028
 
 
   
79,765
     
57,081
     
(253
)
         
136,593
 
 
                                     
Income from operations
   
2,881
     
1,778
     
253
           
4,912
 
Interest expense
   
(30
)
   
-
     
(1,328
)
   
3d, 4a
   
(1,358
)
Interest income and other, net
   
51
     
(195
)
   
-
           
(144
)
 
                                     
Earnings before provision for income taxes
   
2,902
     
1,583
     
(1,075
)
         
3,410
 
Provision for income taxes
   
399
     
1,264
     
-
     
3e
   
1,663
 
 
                                     
Net earnings
 
$
2,503
   
$
319
   
$
(1,075
)
       
$
1,747
 
 
                                     
 
                                     
Earnings per share:
                                     
Class A common share - basic and diluted
 
$
0.20
                         
$
0.14
 
Class B common share - basic and diluted
 
$
0.22
                         
$
0.15
 
 
                                     
Weighted-average shares outstanding:
                                     
Class A common share - basic and diluted
   
2,174,912
                           
2,174,912
 
Class B common share - basic and diluted
   
9,334,955
                           
9,334,955
 
PF-3

NOTES TO UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS


(1)
Basis of Pro Forma Presentation

The unaudited pro forma condensed combined statements of operations have been prepared using the historical consolidated financial statements of Bel and the historical combined carve-out financial statements of Power Solutions.  Bel's operating results for the year ended December 31, 2013 reflect the operating results of TRP and Array, acquired by Bel in March and August 2013, respectively, only for the periods from their respective acquisition dates.  The pro forma statement of operations for the year ended December 31, 2013 does not contain the pro forma effects of these two acquisitions.

Because we now control Power Solutions, we have applied acquisition accounting as if the acquisition had closed as of January 1, 2013. Our preliminary purchase price has been allocated to the Power Solutions assets and liabilities based on current estimates and currently available information and is subject to revision based on final determinations of fair value and the final allocation of purchase price to the assets and liabilities of Power Solutions. Purchase accounting adjustments are further described in Note 3 below.

In addition to presenting Bel's operations as reported in our historical financial statements, our unaudited condensed combined pro forma statement of operations for the year ended December 31, 2013 includes the combined results of Power Solutions for the 12 months ended December 29, 2013. We believe presenting these combined results is useful in illustrating the presentation of our pro forma condensed combined statement of operations for the year ended December 31, 2013.

(2)
Power Solutions Reclassifications

Certain reclassifications have been made to the historical presentation of Power Solutions to conform to the presentation used in our condensed consolidated statements of operations and the unaudited pro forma financial information as follows:

   
Three Months Ended
   
Year Ended
 
   
March 31, 2014
   
December 31, 2013
 
   
Classification in
Power Solutions
Financial Statements
   
Reclassification to Conform
to Bel Fuse
Financial Statements
   
Classification in
Power Solutions
Financial Statements
   
Reclassification to Conform
to Bel Fuse
Financial Statements
 
                 
                 
                 
Research & Development Expenses:
               
Operating expenses
   $
4,121
         $
16,040
     
Cost of goods sold
           $
4,121
             $
16,040
 
                                 
Gain (loss) due to foreign exchange
                               
Other income (expense)
   $
(143
)
           $
(1,230
)
       
Selling, general and administrative expense
           $
(143
)
           $
(1,230
)


(3)
Transaction-Related Adjustments

(a)
Represents Bel's purchase accounting adjustment for estimated incremental amortization expense of $1.5 million for the year ended December 31, 2013 resulting from $13 million of estimated fair value adjustments related to developed technology acquired by Bel.  Finite-lived intangible assets are amortized on a straight line basis over an estimated useful life ranging from 5 to 10 years.  Also represents the reversal of a non-recurring inventory step-up of $4.4 million.

(b)
Represents Bel's purchase accounting adjustments including estimated incremental depreciation expense of $0.3 million for the year ended December 31, 2013 resulting from estimated fair value adjustments to property, plant and equipment of $8 million with remaining useful lives ranging from 3 to 20 years.  Also represents Bel's purchase accounting adjustment for estimated incremental amortization expense of $0.1 million for the year ended December 31, 2013 resulting from $1.2 million of estimated fair value adjustments to the trade names acquired by Bel.

PF-4

(c)
Represents an adjustment related to amortization on trade names included in the carve-out financials as compared to the trade names actually acquired by Bel.  The value of the trade names are included in the Power Solutions carve-out financials, along with the associated amortization on these trade names since ABB's acquisition in July 2013.  Bel's acquisition of the Power Solutions business of Power-One did not include the Power-One trade name.  As such, this pro forma adjustment removes amortization expense related to the Power-One trade name of $0.6 million for the year ended December 31, 2013 and $0.3 million for the three months ended March 31, 2014.

(d)
Represents net increases in interest expense of $5.5 million during the year ended December 31, 2013 and $1.3 million during the three months ended March 31, 2014 related to the Term Loan and Bel's revolving credit facility, consisting of:

   
Three Month Ended
March 31,
2014
   
Year Ended
December 31,
2013
 
         
         
         
$145 million Term Loan, matures on June 19, 2019, at a weighted
       
   average interest rate of 3.04% and 3.01%, respectively
 
$
1,019
   
$
4,307
 
Commitment fees on the revolving credit facility of the five-year
               
   credit agreement at 0.35% of the undrawn balance of $50 million
   
44
     
175
 
Amortization of deferred financing costs
   
284
     
1,134
 
Subtotal
 
$
1,347
   
$
5,616
 
Less:  Amounts included in Bel's historical statement of operations
               
   related to prior revolving credit facility
   
(19
)
   
(122
)
Total
 
$
1,328
   
$
5,494
 


The interest rates noted in the table above related to the Term Loan represent the weighted-average 3-month LIBOR rate for the period presented, plus the current margin in effect per the terms of the credit agreement.  An increase in the interest rate by 1/8 percent would result in an increase in interest expense of less than $0.1 million and $0.2 million during the three months ended March 31, 2014 and the year ended December 31, 2013, as compared to the interest expense amounts depicted above.

(e)
A zero tax effect has been provided on the pro forma adjustments since the entities affected by the adjustments are in a full valuation allowance position and any tax effect of the pro forma adjustments would be offset by an adjustment to the valuation allowance.

(4)
Items Not Adjusted in Unaudited Pro Forma Financial Information

(a)
We have not reflected any additional interest expense for potential borrowings of up to $50 million available under the revolving credit facility and up to $70 million available under the delayed draw term loan, as these facilities were not drawn upon at the closing of the Power Solutions transaction and were not intended to be used to fund said transaction.

(b)
We have not adjusted amortization expense related to developed technology during the three months ended March 31, 2014, as we believe the fair value adjustments recorded if Bel had acquired Power Solutions on January 1, 2013 would reflect similar fair values to those recorded by ABB in connection with its July 2013 acquisition of Power-One.  The historical statement of operations for Power Solutions for the three months ended March 31, 2014 already includes additional amortization based on ABB's fair value adjustments and we believe that any difference in Bel's calculation would be immaterial.

(c)
We have not adjusted depreciation expense related to property, plant and equipment or amortization expense related to the acquired trade names during the three months ended March 31, 2014, as we believe the fair value adjustments recorded if Bel had acquired Power Solutions on January 1, 2013 would reflect similar fair values to those recorded by ABB in connection with its July 2013 acquisition of Power-One.  The historical statement of operations for Power Solutions for the three months ended March 31, 2014 already includes additional depreciation and amortization based on ABB's fair value adjustments and we believe that any difference in Bel's calculation would be immaterial.

PF-5

(d)
In connection with the acquisition, we have incurred and will continue to incur acquisition-related costs, including fees paid to professional advisors for legal and accounting services and other fees, which have not been adjusted in the pro forma results above since only immaterial amounts were incurred through March 31, 2014. During the nine months ended September 30, 2014, the Company incurred $3.6 million of acquisition-related costs associated with the acquisition.



PF-6