1.

Basis of Pro Forma Presentation

2.

Conformity Adjustments

3.

Transaction-Related Adjustments

a.

Represents receipt of the working capital adjustment of $2.8 million from CUI Global Inc., cash savings on lower salaries and benefits of $1.6 million and lower cash paid for income taxes of $0.8 million; offset by additional interest payments of $2.3 million and payment of acquisition-related costs of $0.2 million.

b.

Represents Bel’s adoption of ASU 2016-02, Leases (Topic 842) effective January 1, 2019.  The adoption of ASU 2016-02 was not applicable in the CUI Power historical financials, as that business was not the obligor on any lease agreement.  Upon Bel’s acquisition of CUI Power, Bel entered into a lease agreement for the building in Tualatin, Oregon and as such, recorded the related right-of-use asset and current and long-term operating lease liability in the accompanying pro forma balance sheet related to this lease.

c.

Represents the reversal of CUI Power’s historical book value of intangibles and goodwill, and the addition of Bel’s fair value estimate of the acquired CUI tradename of $6.5 million and acquired customer relationships at an estimated fair value of $10.5 million (as reduced by accumulated amortization for the year ended December 31, 2018 and 9 months ended September 30, 2019 in the aggregate amount of $1.4 million).  This adjustment amount also includes the preliminary estimate of goodwill related to the CUI Power acquisition of $10.1 million as of the September 30, 2019 balance sheet date.

d.

Represents the incremental amount borrowed from the Company’s existing resolving credit facility to fund the acquisition of CUI Power.

e.

Represents reversal of historical CUI Power net parent investment balance, and inclusion of impact to net earnings on pro forma adjustments during the year ended December 31, 2018 and the nine months ended September 30, 2019.

f.

Represents Bel’s purchase accounting adjustment for estimated incremental amortization expense of $0.5 million for each the year ended December 31, 2018 and the nine-month period ended September 30, 2019 resulting from the reversal of CUI Power’s historical amortization and the inclusion of Bel’s amortization related to $10.5 million of estimated fair value of CUI Power customer relationships acquired by Bel.  This finite-lived intangible asset is amortized on a straight-line basis over an estimated useful life of 13 years.  Also represents $0.2 million of acquisition-related costs during the year ended December 31, 2018.

g.

Represents an adjustment related to salaries and benefit expenses included in the carve-out financials as compared to the census of employees actually acquired by Bel.  These expenses in the historical CUI Power financials were based upon a percentage of sales allocation among various divisions at CUI Global Inc. versus actual expenses related to the census of employees acquired by Bel.  This adjustment amounted to a reduction in expense of $0.9 million for the year ended December 31, 2018 and $0.7 million for the nine-month period ended September 30, 2019.

h.

Represents net increases in interest expense of $1.3 million during the year ended December 31, 2018 and $1.0 million during the nine months ended September 30, 2019 related to incremental borrowings of $32.0 million to fund the acquisition of CUI Power.  The interest rates utilized in this calculation represent the weighted-average interest rate in effect during the applicable periods on the Company’s existing credit agreement of 3.95% during the year ended December 31, 2018 and 4.14% during the nine months ended September 30, 2019.  An increase in the interest rate by 1/8 percent would result in an increase in interest expense of less than $0.1 million during each period, as compared to the interest expense amounts depicted above. 

i.

As the CUI Power income before taxes would be included in Bel’s consolidated federal income tax returns, a 23% tax rate has been utilized for the CUI Power historical income before taxes as well as on the pro forma adjustments.

4.

Items Not Adjusted in Unaudited Pro Forma Financial Information

a.

We have not adjusted the carrying value of property, plant and equipment on the September 30, 2019 balance sheet or depreciation expense related to property, plant and equipment during the year ended December 31, 2018 or during the nine-month period ended September 30, 2019, as such amounts are immaterial.  The historical statement of operations for CUI Power for the periods presented already include depreciation expense and we believe that any difference in Bel’s calculation would be immaterial.