Note 2 - Acquisitions

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Business Combination Disclosure [Text Block]

2.  ACQUISITIONS 

Agreement to Acquire EOS Power:

On November 25, 2020, the Company entered into a stock purchase agreement (the “Agreement”) with EOS Power Panama Inc. to acquire substantially all of the issued and outstanding shares of EOS Power India Private Ltd. ("EOS").  The Agreement provides for the assumption of certain liabilities and the purchase price is subject to closing working capital adjustments. Based in Mumbai, India, the EOS business had 2020 sales of approximately $12 million, and manufactures power products that are well known in the market and the distribution channels in which EOS operates.  The acquisition of EOS is expected to increase Bel's Power Solution presence in the industrial and medical markets. EOS has developed a strong line of high-power density and low-profile products with high convection ratings that support these same markets. Importantly, this acquisition will allow Bel to extend its manufacturing footprint outside of China through a turnkey operation that has an established local supply chain and onsite technical expertise for design and manufacturing.  The transaction is expected to close by the end of the first quarter of 2021.  The purchase price, estimated to be approximately $7.0 million (after working capital adjustments), is expected to be funded with cash on hand.

CUI Acquisition:

On December 3, 2019, the Company completed the acquisition of the majority of the power supply products business of CUI Inc. (the "CUI power business") through an asset purchase agreement with CUI Global Inc. for $29.2 million (after a working capital adjustment), plus the assumption of certain liabilities.  The CUI power business, headquartered in Tualatin, Oregon, designs and markets a broad portfolio of AC/DC and DC/DC power supplies and board level components.  The acquisition of the CUI power business enhanced Bel's existing offering of power products, allowing us to better address more of our customers' power needs.  It also introduced an alternative business model to Bel's, one which carries a higher gross margin profile and lower manufacturing risk.

The results of operations of the CUI power business have been included in the Company's consolidated financial statements for the period subsequent to its acquisition date.  During the years ended December 31, 2020 and December 31, 2019, the CUI power business contributed revenue of $43.1 million and $2.2 million, respectively, and operating income (loss) of $6.8 million and ($0.4) million, respectively, to the Company's consolidated financial results.  During each of the years ended  December 31, 2020 and December 31, 2019, the Company incurred $0.2 million in acquisition-related costs relating the CUI acquisition.  These costs are included in selling, general and administrative expense in the accompanying consolidated statement of operations.

The accounting related to the acquisition of the CUI power business has been finalized. The following table depicts the Company’s acquisition date fair values of the combined consideration transferred and identifiable net assets acquired in this transaction: 

				Measurement			Acquisition-Date
	Acquisition-Date			Period			Fair Values
	Fair Values			Adjustments			(As adjusted)
Total identifiable assets	$	9,764		$	15,412		$	25,176
Total liabilities assumed		(6,855	)		-			(6,855	)
Net identifiable assets acquired		2,909			15,412			18,321
Goodwill		29,091			(18,216	)		10,875
Net assets acquired	$	32,000		$	(2,804	)	$	29,196
Cash paid		32,000			(2,804	)		29,196
Fair value of consideration transferred	$	32,000		$	(2,804	)	$	29,196

The identifiable assets acquired included $11.0 million assigned to customer relationships, which is being amortized over its estimated future life of 13 years utilizing the straight-line method, and $5.0 million assigned to the CUI tradename, which is concluded to have an indefinite life.  The goodwill noted above related to the CUI acquisition was allocated to the Company's Power Solutions and Protection operating segment at the time of acquisition.  The Company has determined that all of the goodwill and intangible assets associated with the CUI acquisition will be deductible for tax purposes.

The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the results of CUI for the periods presented as if the acquisition had occurred on January 1, 2019, along with certain pro forma adjustments.  These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, interest expense related to the financing of the business combination, and related tax effects.  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 the acquisition; however, there can be no assurance that these cost savings will be achieved. 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: 

	Year Ended
	December 31,
	2019
Revenue	$	522,128
Net loss		(7,715	)
Loss per Class A common share - basic and diluted		(0.63	)
Loss per Class B common share - basic and diluted		(0.63	)