Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Mar. 31, 2014 | 1-May-14 | 1-May-14 | |
Class A Common Stock [Member] | Class B Common Stock [Member] | ||
Entity Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'BEL FUSE INC /NJ | ' | ' |
Entity Central Index Key | '0000729580 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 2,174,912 | 9,333,677 |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $53,906 | $62,123 |
Accounts receivable - less allowance for doubtful accounts of $977 and $941 at March 31, 2014 and December 31, 2013, respectively | 57,363 | 63,849 |
Inventories | 67,976 | 70,019 |
Prepaid expenses and other current assets | 4,072 | 3,519 |
Refundable income taxes | 2,270 | 1,650 |
Deferred income taxes | 2,518 | 2,995 |
Total Current Assets | 188,105 | 204,155 |
Property, plant and equipment - net | 39,344 | 40,896 |
Deferred income taxes | 1,990 | 1,680 |
Intangible assets - net | 28,987 | 29,472 |
Goodwill | 18,641 | 18,490 |
Other assets | 13,837 | 13,448 |
TOTAL ASSETS | 290,904 | 308,141 |
Current Liabilities: | ' | ' |
Accounts payable | 23,192 | 29,518 |
Accrued expenses | 16,521 | 22,442 |
Short-term borrowings under revolving credit line | 4,000 | 12,000 |
Notes payable | 688 | 739 |
Income taxes payable | 1,445 | 1,496 |
Dividends payable | 815 | 786 |
Total Current Liabilities | 46,661 | 66,981 |
Long-term Liabilities: | ' | ' |
Liability for uncertain tax positions | 1,527 | 1,218 |
Minimum pension obligation and unfunded pension liability | 11,103 | 10,830 |
Other long-term liabilities | 417 | 410 |
Total Long-term Liabilities | 13,047 | 12,458 |
Total Liabilities | 59,708 | 79,439 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock, no par value, 1,000,000 shares authorized; none issued | 0 | 0 |
Additional paid-in capital | 19,460 | 18,914 |
Retained earnings | 209,712 | 207,993 |
Accumulated other comprehensive loss | 874 | 645 |
Total Stockholders' Equity | 231,196 | 228,702 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 290,904 | 308,141 |
Class A [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Common Stock | 217 | 217 |
Class B [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Common Stock | $933 | $933 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current Assets | ' | ' |
Accounts receivable, allowance for doubtful accounts | $977 | $941 |
Stockholders' Equity: | ' | ' |
Preferred stock, par value (in dollars per share) | $0 | $0 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Class A [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Common stock, par value (in dollars per share) | $0.10 | $0.10 |
Common stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, outstanding (in shares) | 2,174,912 | 2,174,912 |
Common stock, treasury shares (in shares) | 1,072,769 | 1,072,769 |
Class B [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Common stock, par value (in dollars per share) | $0.10 | $0.10 |
Common stock, authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, outstanding (in shares) | 9,333,677 | 9,335,677 |
Common stock, treasury shares (in shares) | 3,218,307 | 3,218,307 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net Sales | $82,646 | $63,028 |
Costs and expenses: | ' | ' |
Cost of sales | 68,576 | 53,932 |
Selling, general and administrative | 11,189 | 10,399 |
Restructuring charge | 0 | 124 |
Total costs and expenses | 79,765 | 64,455 |
Income (loss) from operations | 2,881 | -1,427 |
Interest expense | -30 | -3 |
Interest income and other, net | 51 | 38 |
Earnings (loss) before provision (benefit) for income taxes | 2,902 | -1,392 |
Provision (benefit) for income taxes | 399 | -834 |
Net earnings (loss) | 2,503 | -558 |
Class A [Member] | ' | ' |
Costs and expenses: | ' | ' |
Net earnings (loss) | 442 | -112 |
Earnings (loss) per share: | ' | ' |
Common share - basic and diluted (in dollars per share) | $0.20 | ($0.05) |
Weighted-average shares outstanding: | ' | ' |
Common share - basic and diluted (in shares) | 2,174,912 | 2,174,912 |
Dividends paid per share: | ' | ' |
Common share (in dollars per share) | $0.06 | $0.06 |
Class B [Member] | ' | ' |
Costs and expenses: | ' | ' |
Net earnings (loss) | $2,061 | ($446) |
Earnings (loss) per share: | ' | ' |
Common share - basic and diluted (in dollars per share) | $0.22 | ($0.05) |
Weighted-average shares outstanding: | ' | ' |
Common share - basic and diluted (in shares) | 9,334,955 | 9,221,104 |
Dividends paid per share: | ' | ' |
Common share (in dollars per share) | $0.07 | $0.07 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Loss) (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Loss) (Unaudited) [Abstract] | ' | ' |
Net earnings (loss) | $2,503 | ($558) |
Other comprehensive income: | ' | ' |
Currency translation adjustment, net of taxes of $34, ($221), respectively | 169 | -1,413 |
Unrealized holding gains on marketable securities arising during the period, net of taxes of $17 and $52, respectively | 28 | 85 |
Change in unfunded SERP liability, net of taxes of $14 and ($27), respectively | 32 | -61 |
Other comprehensive income (loss) | 229 | -1,389 |
Comprehensive income (loss) | $2,732 | ($1,947) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Loss) (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Other comprehensive income: | ' | ' |
Currency translation adjustment, tax | $34 | ($221) |
Unrealized holding losses on marketable securities arising during the period, tax | 17 | 52 |
Change in unfunded SERP liability, tax | $14 | ($27) |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net earnings (loss) | $2,503 | ($558) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 3,406 | 2,220 |
Stock-based compensation | 546 | 470 |
Other, net | 220 | 255 |
Deferred income taxes | 58 | -859 |
Changes in operating assets and liabilities | -4,897 | 222 |
Net Cash Provided by Operating Activities | 1,836 | 1,750 |
Cash flows from investing activities: | ' | ' |
Purchase of property, plant and equipment | -1,242 | -1,151 |
Payment for acquisitions, net of cash acquired | 0 | -14,121 |
Proceeds from disposal of property, plant and equipment | 21 | 6 |
Net Cash Used in Investing Activities | -1,221 | -15,266 |
Cash flows from financing activities: | ' | ' |
Dividends paid to common shareholders | -755 | -762 |
Repayments under revolving credit line | -8,000 | 0 |
Proceeds or Repayments of Notes Payable | -50 | -79 |
Purchase and retirement of Class B common stock | 0 | -3,356 |
Net Cash Used In Financing Activities | -8,805 | -4,197 |
Effect of exchange rate changes on cash | -27 | -237 |
Net Decrease in Cash and Cash Equivalents | -8,217 | -17,950 |
Cash and Cash Equivalents - beginning of period | 62,123 | 71,262 |
Cash and Cash Equivalents - end of period | 53,906 | 53,312 |
Changes in operating assets and liabilities consist of: | ' | ' |
Decrease in accounts receivable | 6,490 | 5,652 |
Decrease in inventories | 2,052 | 237 |
Increase in prepaid expenses and other current assets | -555 | -1,494 |
(Increase) decrease in other assets | -315 | 12 |
Decrease in accounts payable | -6,301 | -2,170 |
Decrease in accrued expenses | -5,912 | -2,104 |
Increase in other liabilities | 8 | 7 |
Decrease in accrued restructuring costs | 0 | -122 |
(Decrease) increase in income taxes payable | -364 | 204 |
Changes in operating assets and liabilities | -4,897 | 222 |
Cash paid (received) during the period for: | ' | ' |
Income taxes, net of refunds received | 676 | -237 |
Interest | 11 | 3 |
Details of acquisitions: | ' | ' |
Fair value of identifiable net assets acquired | 0 | 28,108 |
Goodwill | 0 | 1,240 |
Fair value of net assets acquired | 0 | 29,348 |
Less: Cash acquired in acquisition | 0 | -8,388 |
Deferred consideration | 0 | -6,839 |
Cash paid for acquisitions, net of cash acquired | $0 | $14,121 |
BASIS_OF_PRESENTATION_AND_ACCO
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 3 Months Ended | |
Mar. 31, 2014 | ||
BASIS OF PRESENTATION AND ACCOUNTING POLICIES [Abstract] | ' | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | ' | |
1. | BASIS OF PRESENTATION AND ACCOUNTING POLICIES | |
The condensed consolidated balance sheet as of March 31, 2014, and the condensed consolidated statements of operations, comprehensive income and cash flows for the periods presented herein have been prepared by Bel Fuse Inc. (the "Company" or "Bel") and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made. The results for the three months ended March 31, 2014 should not be viewed as indicative of the Company's annual results or the Company's results for any other period. The information for the condensed consolidated balance sheet as of December 31, 2013 was derived from audited financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Bel Fuse Annual Report on Form 10-K for the year ended December 31, 2013. | ||
On March 9, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of GigaCom Interconnect AB ("GigaCom"). On July 31, 2012, the Company consummated its acquisition of 100% of the issued and outstanding capital stock of Fibreco Ltd. ("Fibreco"). On September 12, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Powerbox Italia S.r.L ("Powerbox"). The acquisitions of GigaCom, Fibreco and Powerbox may hereafter be referred to collectively as either the "2012 Acquisitions" or the "2012 Acquired Companies". Accordingly, as of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminary fair values. The accompanying condensed consolidated statement of operations for the three months ended March 31, 2013 has been restated to reflect immaterial measurement period adjustments related to the applicable 2012 Acquisitions. | ||
On March 29, 2013, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Transpower Technologies (HK) Limited ("Transpower") and certain other tangible and intangible assets related to the Transpower magnetics business of TE Connectivity ("TRP"). On August 20, 2013, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Array Connector Corporation ("Array"). The acquisitions of TRP and Array may hereafter be referred to collectively as either the "2013 Acquisitions" or the "2013 Acquired Companies". Accordingly, as of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminary fair values. The accompanying condensed consolidated financial statements as of December 31, 2013 and for the three months ended March 31, 2013 have been restated to reflect immaterial measurement period adjustments related to the applicable 2013 Acquisitions. There were no operating activities related to either of the 2013 Acquisitions during the three months ended March 31, 2013. The Company's condensed consolidated results of operations for the three months ended March 31, 2014 include the operating results of the 2013 Acquisitions for the entire period. | ||
Recent Accounting Pronouncements | ||
The Company's significant accounting policies are summarized in Note 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013. There were no significant changes to these accounting policies during the three months ended March 31, 2014. Recent accounting pronouncements adopted during the first three months of 2014 are as follows: | ||
Accounting Standards Update No. 2013-11 – Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU No. 2013-11") | ||
ASU No. 2013-11 provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB's objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date. The guidance in ASU No. 2013-11 was effective for interim and annual periods beginning after December 15, 2013. The adoption of this ASU did not have a material impact on the Company's results of operations, financial condition or cash flows. |
EARNINGS_LOSS_PER_SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
EARNINGS (LOSS) PER SHARE [Abstract] | ' | ||||||||
EARNINGS (LOSS) PER SHARE | ' | ||||||||
2. | EARNINGS (LOSS) PER SHARE | ||||||||
The Company utilizes the two-class method to report its earnings (loss) per share. The two-class method is an earnings (loss) allocation formula that determines earnings (loss) per share for each class of common stock according to dividends declared and participation rights in undistributed earnings (loss). The Company's Certificate of Incorporation, as amended, states that Class B common shares are entitled to dividends at least 5% greater than dividends paid to Class A common shares, resulting in the two-class method of computing earnings (loss) per share. In computing earnings (loss) per share, the Company has allocated dividends declared to Class A and Class B based on amounts actually declared for each class of stock and 5% more of the undistributed earnings (loss) have been allocated to Class B shares than to the Class A shares on a per share basis. Basic earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share, for each class of common stock, are computed by dividing net earnings (loss) by the weighted-average number of common shares and potential common shares outstanding during the period. There were no potential common shares outstanding during the three months ended March 31, 2014 or March 31, 2013 which would have had a dilutive effect on earnings per share. | |||||||||
The earnings and weighted-average shares outstanding used in the computation of basic and diluted earnings per share are as follows (dollars in thousands, except share and per share data): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Net earnings (loss) | $ | 2,503 | $ | (558 | ) | ||||
Less Dividends declared: | |||||||||
Class A | 130 | 130 | |||||||
Class B | 654 | 632 | |||||||
Undistributed earnings (loss) | $ | 1,719 | $ | (1,320 | ) | ||||
Undistributed earnings (loss) allocation - basic and diluted: | |||||||||
Class A undistributed earnings (loss) | $ | 312 | $ | (242 | ) | ||||
Class B undistributed earnings (loss) | 1,407 | (1,078 | ) | ||||||
Total undistributed earnings (loss) | $ | 1,719 | $ | (1,320 | ) | ||||
Net earnings (loss) allocation - basic and diluted: | |||||||||
Class A net earnings (loss) | $ | 442 | $ | (112 | ) | ||||
Class B net earnings (loss) | 2,061 | (446 | ) | ||||||
Net earnings (loss) | $ | 2,503 | $ | (558 | ) | ||||
Denominator: | |||||||||
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 | 9,221,104 | |||||||
Earnings (loss) per share: | |||||||||
Class A common share - basic and diluted | $ | 0.2 | $ | (0.05 | ) | ||||
Class B common share - basic and diluted | $ | 0.22 | $ | (0.05 | ) |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
ACQUISITIONS [Abstract] | ' | ||||||||||||||||||||||||||||
ACQUISITIONS | ' | ||||||||||||||||||||||||||||
3. ACQUISITIONS | |||||||||||||||||||||||||||||
On March 29, 2013, the Company completed its acquisition of TRP for $21.0 million, net of cash acquired. The Company's purchase of TRP consisted of the integrated connector module ("ICM") family of products, including RJ45, 10/100 Gigabit, 10G, PoE/PoE+, MRJ21 and RJ.5, a line of modules for smart-grid applications, and discrete magnetics. | |||||||||||||||||||||||||||||
On August 20, 2013, the Company completed its acquisition of Array, a manufacturer of aerospace and mil-spec connector products based in Miami, Florida, for $10.0 million in cash. The acquisition of Array expands the Company's portfolio of connector products that can be offered to the combined customer base, and provides an opportunity to sell other products that Bel manufactures to Array's customers. Array has become part of Bel's Cinch Connector business. | |||||||||||||||||||||||||||||
During the three months ended March 31, 2014 and 2013, the Company incurred less than $0.1 million and $0.3 million, respectively, of acquisition-related costs associated with the 2013 Acquisitions. These costs are included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2014 and 2013. | |||||||||||||||||||||||||||||
The purchase price allocations for TRP and Array were finalized during the first quarter of 2014. The following table depicts the finalized respective acquisition date fair values of the consideration paid and identifiable net assets acquired (in thousands): | |||||||||||||||||||||||||||||
TRP | Array | 2013 Acquisitions | |||||||||||||||||||||||||||
Measurement | March 29, | Measurement | August 20, | Acquisition-Date | |||||||||||||||||||||||||
March 29, | Period | 2013 | August 20, | Period | 2013 | Fair Values | |||||||||||||||||||||||
2013 | Adjustments | (As finalized) | 2013 | Adjustments | (As finalized) | (As finalized) | |||||||||||||||||||||||
Cash | $ | 8,388 | $ | - | $ | 8,388 | $ | - | $ | - | $ | - | $ | 8,388 | |||||||||||||||
Accounts receivable | 11,580 | (39 | ) | 11,541 | 994 | - | 994 | 12,535 | |||||||||||||||||||||
Inventories | 6,258 | 1,097 | 7,355 | 2,588 | (1,595 | ) | 993 | 8,348 | |||||||||||||||||||||
Other current assets | 1,953 | (334 | ) | 1,619 | 83 | 345 | 428 | 2,047 | |||||||||||||||||||||
Property, plant and equipment | 4,693 | 1,097 | 5,790 | 2,285 | 1,225 | 3,510 | 9,300 | ||||||||||||||||||||||
Intangible assets | - | 6,110 | 6,110 | - | 1,470 | 1,470 | 7,580 | ||||||||||||||||||||||
Other assets | 1,151 | 198 | 1,349 | 84 | 1,663 | 1,747 | 3,096 | ||||||||||||||||||||||
Total identifiable assets | 34,023 | 8,129 | 42,152 | 6,034 | 3,108 | 9,142 | 51,294 | ||||||||||||||||||||||
Accounts payable | (8,565 | ) | 331 | (8,234 | ) | (677 | ) | 1 | (676 | ) | (8,910 | ) | |||||||||||||||||
Accrued expenses | (4,003 | ) | (462 | ) | (4,465 | ) | (206 | ) | (79 | ) | (285 | ) | (4,750 | ) | |||||||||||||||
Other current liabilities | (25 | ) | (734 | ) | (759 | ) | (214 | ) | 214 | - | (759 | ) | |||||||||||||||||
Noncurrent liabilities | - | (586 | ) | (586 | ) | (643 | ) | (1,105 | ) | (1,748 | ) | (2,334 | ) | ||||||||||||||||
Total liabilities assumed | (12,593 | ) | (1,451 | ) | (14,044 | ) | (1,740 | ) | (969 | ) | (2,709 | ) | (16,753 | ) | |||||||||||||||
Net identifiable assets acquired | 21,430 | 6,678 | 28,108 | 4,294 | 2,139 | 6,433 | 34,541 | ||||||||||||||||||||||
Goodwill | 8,278 | (7,038 | ) | 1,240 | 5,666 | (2,094 | ) | 3,572 | 4,812 | ||||||||||||||||||||
Net assets acquired | $ | 29,708 | $ | (360 | ) | $ | 29,348 | $ | 9,960 | $ | 45 | $ | 10,005 | $ | 39,353 | ||||||||||||||
Cash paid | $ | 22,400 | $ | 6,948 | $ | 29,348 | $ | 9,960 | $ | 45 | $ | 10,005 | $ | 39,353 | |||||||||||||||
Assumption of severance payment | 109 | (109 | ) | - | - | - | - | - | |||||||||||||||||||||
Fair value of consideration | |||||||||||||||||||||||||||||
transferred | 22,509 | 6,839 | 29,348 | 9,960 | 45 | 10,005 | 39,353 | ||||||||||||||||||||||
Deferred consideration | 7,199 | (7,199 | ) | - | - | - | - | - | |||||||||||||||||||||
Total consideration paid | $ | 29,708 | $ | (360 | ) | $ | 29,348 | $ | 9,960 | $ | 45 | $ | 10,005 | $ | 39,353 | ||||||||||||||
The measurement period adjustments noted above primarily relate to adjustments to fair value based on the appraisals on inventory, property, plant and equipment, and intangible assets. In addition, various other asset and liability accounts had measurement period adjustments related to deferred taxes. | |||||||||||||||||||||||||||||
The results of operations of the 2013 Acquired Companies have been included in the Company's consolidated financial statements for the period subsequent to their respective acquisition dates. During the three months ended March 31, 2014, the 2013 Acquired Companies contributed $17.9 million of revenue and $1.3 million of net earnings to the Company's consolidated financial results. There was no operating activity related to either of the 2013 Acquisitions during the three months ended March 31, 2013. | |||||||||||||||||||||||||||||
The unaudited pro forma information below presents the combined operating results of the Company and the 2013 Acquired Companies. The unaudited pro forma results are presented for illustrative purposes only. They do not reflect the realization of any potential cost savings, or any related integration costs. Certain cost savings may result from the 2013 Acquisitions; however, there can be no assurance that these cost savings will be achieved. These pro forma results do not purport to be indicative of the results that would have actually been obtained if the 2013 Acquisitions had occurred as of January 1, 2012, nor is the pro forma data intended to be a projection of results that may be obtained in the future. The following unaudited pro forma consolidated results of operations assume that the acquisitions of the 2013 Acquired Companies were completed as of January 1, 2012. The 2013 unaudited pro forma net earnings were adjusted to exclude $0.3 million of acquisition-related costs ($0.3 million after tax) incurred during the first quarter of 2013 (dollars in thousands except per share data): | |||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||
31-Mar-13 | |||||||||||||||||||||||||||||
Revenue | $ | 85,291 | |||||||||||||||||||||||||||
Net earnings | 2,368 | ||||||||||||||||||||||||||||
Earnings per Class A common share - basic and diluted | 0.2 | ||||||||||||||||||||||||||||
Earnings per Class B common share - basic and diluted | 0.21 |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ' | ||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||
4. FAIR VALUE MEASUREMENTS | |||||||||||||||||
Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. Entities are required to use a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: | |||||||||||||||||
Level 1 – Observable inputs such as quoted market prices in active markets | |||||||||||||||||
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable | |||||||||||||||||
Level 3 – Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions | |||||||||||||||||
As of March 31, 2014 and December 31, 2013, the Company held certain financial assets that are measured at fair value on a recurring basis. These consisted of securities that are among the Company's investments in a rabbi trust which are intended to fund the Company's Supplemental Executive Retirement Plan ("SERP") obligations, and other marketable securities described below. The securities that are held in the rabbi trust are categorized as available-for-sale securities and are included as other assets in the accompanying condensed consolidated balance sheets at March 31, 2014 and December 31, 2013. The gross unrealized gains associated with the investments held in the rabbi trust were $0.5 million and $0.4 million at March 31, 2014 and December 31, 2013, respectively. Such unrealized gains are included, net of tax, in accumulated other comprehensive income. | |||||||||||||||||
As of March 31, 2014 and December 31, 2013, the Company had marketable securities with a combined fair value of less than $0.1 million at each date, and gross unrealized gains of less than $0.1 million at each date. Such unrealized gains are included, net of tax, in accumulated other comprehensive income. The fair value of the equity securities is determined based on quoted market prices in public markets and is categorized as Level 1. The Company does not have any financial assets measured at fair value on a recurring basis categorized as Level 3, and there were no transfers in or out of Level 1, Level 2 or Level 3 during the first quarter of 2014. There were no changes to the Company's valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the first quarter of 2014. | |||||||||||||||||
The following table sets forth by level, within the fair value hierarchy, the Company's financial assets accounted for at fair value on a recurring basis as of March 31, 2014 and December 31, 2013 (dollars in thousands). | |||||||||||||||||
Assets at Fair Value Using | |||||||||||||||||
Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Available-for-sale securities: | |||||||||||||||||
Investments held in rabbi trust | $ | 3,359 | $ | 3,359 | $ | - | $ | - | |||||||||
Marketable securities | 4 | 4 | - | - | |||||||||||||
Total | $ | 3,363 | $ | 3,363 | $ | - | $ | - | |||||||||
As of December 31, 2013 | |||||||||||||||||
Available-for-sale securities: | |||||||||||||||||
Investments held in rabbi trust | $ | 3,313 | $ | 3,313 | $ | - | $ | - | |||||||||
Marketable securities | 3 | 3 | - | - | |||||||||||||
Total | $ | 3,316 | $ | 3,316 | $ | - | $ | - | |||||||||
The Company has other financial instruments, such as cash equivalents, accounts receivable, notes receivable, accounts payable, notes payable and accrued expenses, which are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of March 31, 2014 or December 31, 2013. | |||||||||||||||||
Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets and long-lived assets, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment on the occurrence of a triggering event or, in the case of goodwill and indefinite-lived intangible assets, on at least an annual basis. There were no triggering events that occurred during the three months ended March 31, 2014 that would warrant interim impairment testing. | |||||||||||||||||
INVENTORIES
INVENTORIES | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
INVENTORIES [Abstract] | ' | ||||||||
INVENTORIES | ' | ||||||||
5. INVENTORIES | |||||||||
The components of inventories are as follows (dollars in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 29,942 | $ | 29,428 | |||||
Work in progress | 8,636 | 8,783 | |||||||
Finished goods | 29,398 | 31,808 | |||||||
$ | 67,976 | $ | 70,019 |
BUSINESS_SEGMENT_INFORMATION
BUSINESS SEGMENT INFORMATION | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
BUSINESS SEGMENT INFORMATION [Abstract] | ' | ||||||||
BUSINESS SEGMENT INFORMATION | ' | ||||||||
6. BUSINESS SEGMENT INFORMATION | |||||||||
The Company operates in one industry with three reportable operating segments, which are geographic in nature. The segments consist of North America, Asia and Europe. The primary criteria by which financial performance is evaluated and resources are allocated are sales and income from operations. The following is a summary of key financial data (dollars in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Total segment sales: | |||||||||
North America | $ | 31,454 | $ | 29,222 | |||||
Asia | 49,891 | 32,725 | |||||||
Europe | 10,892 | 10,125 | |||||||
Total segment sales | 92,237 | 72,072 | |||||||
Reconciling item: | |||||||||
Intersegment sales | (9,591 | ) | (9,044 | ) | |||||
Net sales | $ | 82,646 | $ | 63,028 | |||||
Income (loss) from operations: | |||||||||
North America | $ | 882 | $ | (1,482 | ) | ||||
Asia | 1,673 | (666 | ) | ||||||
Europe | 326 | 721 | |||||||
$ | 2,881 | $ | (1,427 | ) | |||||
The following items are included in the income (loss) from operations presented above: | |||||||||
Recent Acquisitions – During the three months ended March 31, 2014, the acquisition of TRP contributed revenues of $15.6 million and income from operations of $1.4 million to the Company's Asia operating segment and revenues of $0.6 million and income from operations of $0.1 million to the Company's Europe operating segment. During the three months ended March 31, 2014, the acquisition of Array contributed revenues of $1.6 million and a loss from operations of $0.5 million to the Company's North America operating segment. There was no operating activity related to either of the 2013 Acquisitions during the three months ended March 31, 2013. | |||||||||
Segment Sales – Segment sales are attributed to individual segments based on the geographic source of the billing for such customer sales. Transfers between geographic areas include finished products manufactured in foreign countries which are then transferred to the United States and Europe for sale; finished goods manufactured in the United States which are transferred to Europe and Asia for sale; and semi-finished components manufactured in the United States which are sold to Asia for further processing. Income (loss) from operations represents net sales less operating costs and expenses. | |||||||||
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2014 | |
INCOME TAXES [Abstract] | ' |
INCOME TAXES | ' |
7. INCOME TAXES | |
At March 31, 2014 and December 31, 2013, the Company has approximately $2.3 million and $2.2 million, respectively, of liabilities for uncertain tax positions ($0.8 million and $1.0 million, respectively, included in income taxes payable and $1.5 million and $1.2 million, respectively, included in liability for uncertain tax positions) all of which, if recognized, would reduce the Company's effective tax rate. | |
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2010 and for state examinations before 2007. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2008 in Asia and generally 2006 in Europe. | |
As a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized benefits for tax positions taken regarding previously filed tax returns may change materially from those recorded as liabilities for uncertain tax positions in the Company's condensed consolidated financial statements at March 31, 2014. A total of $0.8 million of previously recorded liabilities for uncertain tax positions relates principally to the 2010 tax year. The statute of limitations related to these liabilities is scheduled to expire on September 15, 2014. | |
The Company's policy is to recognize interest and penalties related to unrecognized tax benefits arising from uncertain tax positions as a component of the current provision for income taxes. During each of the three months ended March 31, 2014 and 2013, the Company recognized an immaterial amount of interest and penalties in the condensed consolidated statements of operations. The Company has approximately $0.2 million accrued for the payment of such interest and penalties at March 31, 2014 and December 31, 2013, a portion of which is included in each of income taxes payable and liability for uncertain tax positions in the accompanying condensed consolidated balance sheets at each date. | |
Upon the acquisition of TRP, TRP had a deferred tax asset in the amount of $2.2 million arising from various timing differences related to depreciation and accrued expenses. Upon the acquisition of Array, Array had a deferred tax liability of $0.7 million arising from timing differences related to depreciation and a deferred tax asset of $2.1 million arising from the NOL acquired. In connection with the 2013 Acquisitions, the Company was required to complete a fair market value report of property, plant and equipment and intangibles. As a result of that report, the Company established deferred tax liabilities at the date of acquisition in the amount of $0.6 million and $1.0 million respectively for the TRP and Array acquisitions. At March 31, 2014, a net deferred tax asset of $1.9 million remains on the condensed consolidated balance sheet. | |
The Company does not intend to make any election to step up the tax basis of the 2013 Acquisitions to fair value under IRC Section 338(g). | |
On December 31, 2013, under the "American Taxpayer Relief Act" ("ATRA"), the Research and Experimentation credit ("R&E") expired. The Company did not recognize any R&E credits during the three months ended March 31, 2014. If the R&E credit is extended back to January 1, 2014, the Company will recognize the R&E credit at that time. The annual R&E credit is approximately $0.4 million. During the first quarter of 2013, the Company recognized a $0.4 million R&E credit from 2012 as an increase in the March 31, 2013 quarterly benefit for income taxes. | |
The Company continues to monitor proposed legislation affecting the taxation of transfers of U.S. intangible property and other potential tax law changes. |
ACCRUED_EXPENSES
ACCRUED EXPENSES | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
ACCRUED EXPENSES [Abstract] | ' | ||||||||
ACCRUED EXPENSES | ' | ||||||||
8. ACCRUED EXPENSES | |||||||||
Accrued expenses consist of the following (dollars in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Sales commissions | $ | 1,378 | $ | 1,431 | |||||
Subcontracting labor | 2,201 | 2,406 | |||||||
Salaries, bonuses and related benefits | 8,706 | 13,674 | |||||||
Litigation reserve | 724 | 723 | |||||||
Other | 3,512 | 4,208 | |||||||
$ | 16,521 | $ | 22,442 |
DEBT
DEBT | 3 Months Ended | |
Mar. 31, 2014 | ||
DEBT [Abstract] | ' | |
DEBT | ' | |
9. | DEBT | |
At March 31, 2014 and December 31, 2013, the Company maintained a $30 million line of credit, which expires on October 14, 2016. The borrowings under the line of credit amounted to $4.0 million and $12.0 million at March 31, 2014 and December 31, 2013, respectively. At March 31, 2014 and December 31, 2013, the balance available under the credit agreement was $26.0 million and $18.0 million, respectively. Amounts outstanding under this line of credit are collateralized with a first priority security interest in 100% of the issued and outstanding shares of the capital stock of the Company's material domestic subsidiaries and 65% of all the issued and outstanding shares of the capital stock of certain of the foreign subsidiaries of the Company. The credit agreement bears interest at LIBOR plus 1.00% to 1.50% based on certain financial statement ratios maintained by the Company. The interest rate in effect on the borrowings outstanding at March 31, 2014 and December 31, 2013 was 1.4% at each date. The Company incurred interest expense of less than $0.1 million related to the borrowings under the credit agreement during the three months ended March 31, 2014. There was no interest expense related to the line of credit during the three months ended March 31, 2013 as there were no borrowings outstanding during that period. Under the terms of the credit agreement, the Company is required to maintain certain financial ratios and comply with other financial conditions. The Company was in compliance with its debt covenants as of March 31, 2014. |
RETIREMENT_FUND_AND_PROFIT_SHA
RETIREMENT FUND AND PROFIT SHARING PLAN | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
RETIREMENT FUND AND PROFIT SHARING PLAN [Abstract] | ' | ||||||||
RETIREMENT FUND AND PROFIT SHARING PLAN | ' | ||||||||
10. RETIREMENT FUND AND PROFIT SHARING PLAN | |||||||||
The Company maintains the Bel Fuse Inc. Employees' Savings Plan, a defined contribution plan that is intended to meet the applicable requirements for tax-qualification under sections 401(a) and (k) of the IRC. The Employees' Savings Plan allows eligible employees to voluntarily contribute a percentage of their eligible compensation, subject to Code limitations, which contributions are matched by the Company. The Company's matching contributions are equal to 100% of the first 1% of compensation contributed by participants, and 50% of the next 5% of compensation contributed by participants. The expense for the three months ended March 31, 2014 and 2013 amounted to approximately $0.2 million and $0.1 million, respectively. Prior to January 1, 2012, the plan's structure provided for a Company match and discretionary profit sharing contributions that were made in the form of the Company's common stock. As of March 31, 2014, the plan owned 14,899 and 186,030 shares of Bel Fuse Inc. Class A and Class B common stock, respectively. | |||||||||
The Company also has a retirement fund in Asia which covers substantially all of its Hong Kong-based full-time employees. Eligible employees contribute up to 5% of salary to the fund. In addition, the Company must contribute a minimum of 5% of eligible salary, as determined by Hong Kong government regulations. The Company currently contributes 7% of eligible salary in cash or Company stock. The expense for the three months ended March 31, 2014 and 2013 amounted to approximately $0.1 million in each period. As of March 31, 2014, the plan owned 3,323 and 17,342 shares of Bel Fuse Inc. Class A and Class B common stock, respectively. | |||||||||
The Company maintains a SERP plan, which is designed to provide a limited group of key management and highly compensated employees of the Company with supplemental retirement and death benefits. | |||||||||
The components of SERP expense are as follows (dollars in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Service cost | $ | 138 | $ | 139 | |||||
Interest cost | 135 | 112 | |||||||
Amortization of adjustments | 46 | 77 | |||||||
Total SERP expense | $ | 319 | $ | 328 | |||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Balance sheet amounts: | |||||||||
Minimum pension obligation | |||||||||
and unfunded pension liability | $ | 11,103 | $ | 10,830 | |||||
Amounts recognized in accumulated | |||||||||
other comprehensive loss, pretax: | |||||||||
Prior service cost | $ | 1,184 | $ | 1,230 | |||||
Net loss | 1,004 | 1,004 | |||||||
$ | 2,188 | $ | 2,234 |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME [Abstract] | ' | ||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME | ' | ||||||||||||||||
11. ACCUMULATED OTHER COMPREHENSIVE INCOME | |||||||||||||||||
The components of accumulated other comprehensive income at March 31, 2014 and December 31, 2013 are summarized below (dollars in thousands): | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Foreign currency translation adjustment, net of taxes of $111 and $77 | |||||||||||||||||
at March 31, 2014 and December 31, 2013 | $ | 2,073 | $ | 1,904 | |||||||||||||
Unrealized holding gains on available-for-sale | |||||||||||||||||
securities, net of taxes of $186 and $169 as of | |||||||||||||||||
March 31, 2014 and December 31, 2013 | 310 | 282 | |||||||||||||||
Unfunded SERP liability, net of taxes of ($679) and ($693) as | |||||||||||||||||
of March 31, 2014 and December 31, 2013 | (1,509 | ) | (1,541 | ) | |||||||||||||
Accumulated other comprehensive income | $ | 874 | $ | 645 | |||||||||||||
Changes in accumulated other comprehensive loss by component during the three months ended March 31, 2014 are as follows. All amounts are net of tax (dollars in thousands). | |||||||||||||||||
Unrealized Holding | |||||||||||||||||
Foreign Currency | Gains on | ||||||||||||||||
Translation | Available-for- | Unfunded | |||||||||||||||
Adjustment | Sale Securities | SERP Liability | Total | ||||||||||||||
Balance at January 1, 2014 | $ | 1,904 | $ | 282 | $ | -1,541 | $ | 645 | |||||||||
Other comprehensive income (loss) before reclassifications | 169 | 28 | - | 197 | |||||||||||||
Amounts reclassified from accumulated other | |||||||||||||||||
comprehensive income (loss) | - | - | 32 | (a) | 32 | ||||||||||||
Net current period other comprehensive income (loss) | 169 | 28 | 32 | 229 | |||||||||||||
Balance at March 31, 2014 | $ | 2,073 | $ | 310 | $ | -1,509 | $ | 874 | |||||||||
(a) This reclassification relates to the amortization of prior service costs associated with the Company's SERP plan. | |||||||||||||||||
This expense is allocated between cost of sales and selling, general and administrative expense based upon the employment |
LEGAL_PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2014 | |
LEGAL PROCEEDINGS [Abstract] | ' |
LEGAL PROCEEDINGS | ' |
12. LEGAL PROCEEDINGS | |
The Company is party to a number of legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material adverse effect on the Company's results of operations or financial position. See the Company's Annual Report on Form 10-K for the year ended December 31, 2013 for the details of all of Bel's material pending lawsuits. Certain developments that have arisen in legal proceedings subsequent to the filing of the Company's Annual Report on Form 10-K are described below. | |
The Company was a defendant in a lawsuit captioned SynQor, Inc. v. Artesyn Technologies, Inc., et al. brought in the United States District Court, Eastern District of Texas in November 2007 ("SynQor I case"). The plaintiff alleged that eleven defendants, including Bel, infringed its patents covering certain power products. With respect to the Company, the plaintiff claimed that the Company infringed its patents related to unregulated bus converters and/or point-of-load (POL) converters used in intermediate bus architecture power supply systems. The case initially went to trial in December 2010. A decision was ultimately rendered in November 2013 in favor of the plaintiff, and the Company released a payment to SynQor of $10.9 million. The Company subsequently received a $2.1 million payment from one of its customers related to an indemnification agreement and reimbursement of certain legal fees. | |
In a related matter, on September 29, 2011, the United States District Court for the Eastern District of Texas ordered SynQor, Inc.'s continuing causes of action for post-verdict damages to be severed from the original action and assigned to a new case number. The new action captioned SynQor, Inc. v. Artesyn Technologies, Inc., et al. (Case Number 2:11cv444) is a patent infringement action for damages in the form of lost profits and reasonable royalties for the period beginning January 24, 2011 ("SynQor II case"). SynQor, Inc. also seeks enhanced damages. The Company has an indemnification agreement in place with one of its customers specifically covering post-verdict damages related to this case. This case went to trial on July 30, 2013. In April 2014, a final judgment was rendered in this case, whereby the Company was assessed an additional $0.7 million in post-verdict damages. This amount was accrued at March 31, 2014, and is subject to reimbursement under the previously-mentioned indemnification agreement. | |
The Company is a plaintiff in a lawsuit captioned Bel Fuse Inc. et al. v. Molex Inc. brought in the United District Court of New Jersey in April 2013. The Company claims that Molex infringed three of the Company's patents related to integrated magnetic connector products. Molex filed a motion to dismiss the complaint on August 6, 2013. The Company filed an amended complaint and response on August 20, 2013. Molex withdrew its original Motion to Dismiss and filed a second, revised Motion to Dismiss on September 6, 2013. The Company filed its response on October 7, 2013. There is no further update on this case as of the filing date of this Quarterly Report on Form 10-Q. |
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2014 | |
SUBSEQUENT EVENT [Abstract] | ' |
SUBSEQUENT EVENT | ' |
13. SUBSEQUENT EVENT | |
On April 25, 2014, the Company entered into a Stock and Asset Purchase Agreement with ABB Ltd. ("ABB") pursuant to which the Company has agreed to acquire the Power-One Power Solutions business from ABB for approximately $117.0 million in cash. This acquisition is expected to close at the end of the second quarter of 2014 and will be funded through bank borrowings and cash on hand. |
BASIS_OF_PRESENTATION_AND_ACCO1
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company's significant accounting policies are summarized in Note 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013. There were no significant changes to these accounting policies during the three months ended March 31, 2014. Recent accounting pronouncements adopted during the first three months of 2014 are as follows: | |
Accounting Standards Update No. 2013-11 – Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU No. 2013-11") | |
ASU No. 2013-11 provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB's objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date. The guidance in ASU No. 2013-11 was effective for interim and annual periods beginning after December 15, 2013. The adoption of this ASU did not have a material impact on the Company's results of operations, financial condition or cash flows. |
EARNINGS_LOSS_PER_SHARE_Tables
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
EARNINGS (LOSS) PER SHARE [Abstract] | ' | ||||||||
Earnings and weighted-average shares outstanding used in the computation of basic and diluted earnings per share | ' | ||||||||
The earnings and weighted-average shares outstanding used in the computation of basic and diluted earnings per share are as follows (dollars in thousands, except share and per share data): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Net earnings (loss) | $ | 2,503 | $ | (558 | ) | ||||
Less Dividends declared: | |||||||||
Class A | 130 | 130 | |||||||
Class B | 654 | 632 | |||||||
Undistributed earnings (loss) | $ | 1,719 | $ | (1,320 | ) | ||||
Undistributed earnings (loss) allocation - basic and diluted: | |||||||||
Class A undistributed earnings (loss) | $ | 312 | $ | (242 | ) | ||||
Class B undistributed earnings (loss) | 1,407 | (1,078 | ) | ||||||
Total undistributed earnings (loss) | $ | 1,719 | $ | (1,320 | ) | ||||
Net earnings (loss) allocation - basic and diluted: | |||||||||
Class A net earnings (loss) | $ | 442 | $ | (112 | ) | ||||
Class B net earnings (loss) | 2,061 | (446 | ) | ||||||
Net earnings (loss) | $ | 2,503 | $ | (558 | ) | ||||
Denominator: | |||||||||
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 | 9,221,104 | |||||||
Earnings (loss) per share: | |||||||||
Class A common share - basic and diluted | $ | 0.2 | $ | (0.05 | ) | ||||
Class B common share - basic and diluted | $ | 0.22 | $ | (0.05 | ) |
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
ACQUISITIONS [Abstract] | ' | ||||||||||||||||||||||||||||
Schedule of acquisition date fair values of assets acquired and liabilities assumed | ' | ||||||||||||||||||||||||||||
The purchase price allocations for TRP and Array were finalized during the first quarter of 2014. The following table depicts the finalized respective acquisition date fair values of the consideration paid and identifiable net assets acquired (in thousands): | |||||||||||||||||||||||||||||
TRP | Array | 2013 Acquisitions | |||||||||||||||||||||||||||
Measurement | March 29, | Measurement | August 20, | Acquisition-Date | |||||||||||||||||||||||||
March 29, | Period | 2013 | August 20, | Period | 2013 | Fair Values | |||||||||||||||||||||||
2013 | Adjustments | (As finalized) | 2013 | Adjustments | (As finalized) | (As finalized) | |||||||||||||||||||||||
Cash | $ | 8,388 | $ | - | $ | 8,388 | $ | - | $ | - | $ | - | $ | 8,388 | |||||||||||||||
Accounts receivable | 11,580 | (39 | ) | 11,541 | 994 | - | 994 | 12,535 | |||||||||||||||||||||
Inventories | 6,258 | 1,097 | 7,355 | 2,588 | (1,595 | ) | 993 | 8,348 | |||||||||||||||||||||
Other current assets | 1,953 | (334 | ) | 1,619 | 83 | 345 | 428 | 2,047 | |||||||||||||||||||||
Property, plant and equipment | 4,693 | 1,097 | 5,790 | 2,285 | 1,225 | 3,510 | 9,300 | ||||||||||||||||||||||
Intangible assets | - | 6,110 | 6,110 | - | 1,470 | 1,470 | 7,580 | ||||||||||||||||||||||
Other assets | 1,151 | 198 | 1,349 | 84 | 1,663 | 1,747 | 3,096 | ||||||||||||||||||||||
Total identifiable assets | 34,023 | 8,129 | 42,152 | 6,034 | 3,108 | 9,142 | 51,294 | ||||||||||||||||||||||
Accounts payable | (8,565 | ) | 331 | (8,234 | ) | (677 | ) | 1 | (676 | ) | (8,910 | ) | |||||||||||||||||
Accrued expenses | (4,003 | ) | (462 | ) | (4,465 | ) | (206 | ) | (79 | ) | (285 | ) | (4,750 | ) | |||||||||||||||
Other current liabilities | (25 | ) | (734 | ) | (759 | ) | (214 | ) | 214 | - | (759 | ) | |||||||||||||||||
Noncurrent liabilities | - | (586 | ) | (586 | ) | (643 | ) | (1,105 | ) | (1,748 | ) | (2,334 | ) | ||||||||||||||||
Total liabilities assumed | (12,593 | ) | (1,451 | ) | (14,044 | ) | (1,740 | ) | (969 | ) | (2,709 | ) | (16,753 | ) | |||||||||||||||
Net identifiable assets acquired | 21,430 | 6,678 | 28,108 | 4,294 | 2,139 | 6,433 | 34,541 | ||||||||||||||||||||||
Goodwill | 8,278 | (7,038 | ) | 1,240 | 5,666 | (2,094 | ) | 3,572 | 4,812 | ||||||||||||||||||||
Net assets acquired | $ | 29,708 | $ | (360 | ) | $ | 29,348 | $ | 9,960 | $ | 45 | $ | 10,005 | $ | 39,353 | ||||||||||||||
Cash paid | $ | 22,400 | $ | 6,948 | $ | 29,348 | $ | 9,960 | $ | 45 | $ | 10,005 | $ | 39,353 | |||||||||||||||
Assumption of severance payment | 109 | (109 | ) | - | - | - | - | - | |||||||||||||||||||||
Fair value of consideration | |||||||||||||||||||||||||||||
transferred | 22,509 | 6,839 | 29,348 | 9,960 | 45 | 10,005 | 39,353 | ||||||||||||||||||||||
Deferred consideration | 7,199 | (7,199 | ) | - | - | - | - | - | |||||||||||||||||||||
Total consideration paid | $ | 29,708 | $ | (360 | ) | $ | 29,348 | $ | 9,960 | $ | 45 | $ | 10,005 | $ | 39,353 | ||||||||||||||
Unaudited pro forma consolidated results of operations information | ' | ||||||||||||||||||||||||||||
The 2013 unaudited pro forma net earnings were adjusted to exclude $0.3 million of acquisition-related costs ($0.3 million after tax) incurred during the first quarter of 2013 (dollars in thousands except per share data): | |||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||
31-Mar-13 | |||||||||||||||||||||||||||||
Revenue | $ | 85,291 | |||||||||||||||||||||||||||
Net earnings | 2,368 | ||||||||||||||||||||||||||||
Earnings per Class A common share - basic and diluted | 0.2 | ||||||||||||||||||||||||||||
Earnings per Class B common share - basic and diluted | 0.21 |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ' | ||||||||||||||||
Financial assets accounted for at fair value on a recurring basis | ' | ||||||||||||||||
The following table sets forth by level, within the fair value hierarchy, the Company's financial assets accounted for at fair value on a recurring basis as of March 31, 2014 and December 31, 2013 (dollars in thousands). | |||||||||||||||||
Assets at Fair Value Using | |||||||||||||||||
Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Available-for-sale securities: | |||||||||||||||||
Investments held in rabbi trust | $ | 3,359 | $ | 3,359 | $ | - | $ | - | |||||||||
Marketable securities | 4 | 4 | - | - | |||||||||||||
Total | $ | 3,363 | $ | 3,363 | $ | - | $ | - | |||||||||
As of December 31, 2013 | |||||||||||||||||
Available-for-sale securities: | |||||||||||||||||
Investments held in rabbi trust | $ | 3,313 | $ | 3,313 | $ | - | $ | - | |||||||||
Marketable securities | 3 | 3 | - | - | |||||||||||||
Total | $ | 3,316 | $ | 3,316 | $ | - | $ | - |
INVENTORIES_Tables
INVENTORIES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
INVENTORIES [Abstract] | ' | ||||||||
Components of inventories | ' | ||||||||
The components of inventories are as follows (dollars in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 29,942 | $ | 29,428 | |||||
Work in progress | 8,636 | 8,783 | |||||||
Finished goods | 29,398 | 31,808 | |||||||
$ | 67,976 | $ | 70,019 |
BUSINESS_SEGMENT_INFORMATION_T
BUSINESS SEGMENT INFORMATION (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
BUSINESS SEGMENT INFORMATION [Abstract] | ' | ||||||||
Key financial data | ' | ||||||||
The following is a summary of key financial data (dollars in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Total segment sales: | |||||||||
North America | $ | 31,454 | $ | 29,222 | |||||
Asia | 49,891 | 32,725 | |||||||
Europe | 10,892 | 10,125 | |||||||
Total segment sales | 92,237 | 72,072 | |||||||
Reconciling item: | |||||||||
Intersegment sales | (9,591 | ) | (9,044 | ) | |||||
Net sales | $ | 82,646 | $ | 63,028 | |||||
Income (loss) from operations: | |||||||||
North America | $ | 882 | $ | (1,482 | ) | ||||
Asia | 1,673 | (666 | ) | ||||||
Europe | 326 | 721 | |||||||
$ | 2,881 | $ | (1,427 | ) |
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
ACCRUED EXPENSES [Abstract] | ' | ||||||||
Accrued expenses | ' | ||||||||
Accrued expenses consist of the following (dollars in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Sales commissions | $ | 1,378 | $ | 1,431 | |||||
Subcontracting labor | 2,201 | 2,406 | |||||||
Salaries, bonuses and related benefits | 8,706 | 13,674 | |||||||
Litigation reserve | 724 | 723 | |||||||
Other | 3,512 | 4,208 | |||||||
$ | 16,521 | $ | 22,442 |
RETIREMENT_FUND_AND_PROFIT_SHA1
RETIREMENT FUND AND PROFIT SHARING PLAN (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
RETIREMENT FUND AND PROFIT SHARING PLAN [Abstract] | ' | ||||||||
Components of SERP expense | ' | ||||||||
The components of SERP expense are as follows (dollars in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Service cost | $ | 138 | $ | 139 | |||||
Interest cost | 135 | 112 | |||||||
Amortization of adjustments | 46 | 77 | |||||||
Total SERP expense | $ | 319 | $ | 328 | |||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Balance sheet amounts: | |||||||||
Minimum pension obligation | |||||||||
and unfunded pension liability | $ | 11,103 | $ | 10,830 | |||||
Amounts recognized in accumulated | |||||||||
other comprehensive loss, pretax: | |||||||||
Prior service cost | $ | 1,184 | $ | 1,230 | |||||
Net loss | 1,004 | 1,004 | |||||||
$ | 2,188 | $ | 2,234 |
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME [Abstract] | ' | ||||||||||||||||
Components of accumulated other comprehensive loss | ' | ||||||||||||||||
The components of accumulated other comprehensive income at March 31, 2014 and December 31, 2013 are summarized below (dollars in thousands): | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Foreign currency translation adjustment, net of taxes of $111 and $77 | |||||||||||||||||
at March 31, 2014 and December 31, 2013 | $ | 2,073 | $ | 1,904 | |||||||||||||
Unrealized holding gains on available-for-sale | |||||||||||||||||
securities, net of taxes of $186 and $169 as of | |||||||||||||||||
March 31, 2014 and December 31, 2013 | 310 | 282 | |||||||||||||||
Unfunded SERP liability, net of taxes of ($679) and ($693) as | |||||||||||||||||
of March 31, 2014 and December 31, 2013 | (1,509 | ) | (1,541 | ) | |||||||||||||
Accumulated other comprehensive income | $ | 874 | $ | 645 | |||||||||||||
Changes in accumulated other comprehensive loss by component | ' | ||||||||||||||||
Changes in accumulated other comprehensive loss by component during the three months ended March 31, 2014 are as follows. All amounts are net of tax (dollars in thousands). | |||||||||||||||||
Unrealized Holding | |||||||||||||||||
Foreign Currency | Gains on | ||||||||||||||||
Translation | Available-for- | Unfunded | |||||||||||||||
Adjustment | Sale Securities | SERP Liability | Total | ||||||||||||||
Balance at January 1, 2014 | $ | 1,904 | $ | 282 | $ | -1,541 | $ | 645 | |||||||||
Other comprehensive income (loss) before reclassifications | 169 | 28 | - | 197 | |||||||||||||
Amounts reclassified from accumulated other | |||||||||||||||||
comprehensive income (loss) | - | - | 32 | (a) | 32 | ||||||||||||
Net current period other comprehensive income (loss) | 169 | 28 | 32 | 229 | |||||||||||||
Balance at March 31, 2014 | $ | 2,073 | $ | 310 | $ | -1,509 | $ | 874 | |||||||||
(a) This reclassification relates to the amortization of prior service costs associated with the Company's SERP plan. | |||||||||||||||||
This expense is allocated between cost of sales and selling, general and administrative expense based upon the employment |
BASIS_OF_PRESENTATION_AND_ACCO2
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details) | 0 Months Ended | ||||
Mar. 09, 2012 | Sep. 12, 2012 | Jul. 31, 2012 | Mar. 29, 2013 | Aug. 20, 2013 | |
GigaCom Interconnect [Member] | Powerbox [Member] | Fibreco [Member] | TRP [Member] | Array [Member] | |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Acquisition date | 9-Mar-12 | 12-Sep-12 | 31-Jul-12 | 29-Mar-13 | 20-Aug-13 |
Acquisition of issued and outstanding capital stock (in hundredths) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
EARNINGS_LOSS_PER_SHARE_Detail
EARNINGS (LOSS) PER SHARE (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share by Two Class Method [Line Items] | ' | ' |
Undistributed earning allocation rate of Class B common stock in excess of Class A common stock (in hundredths) | 5.00% | 5.00% |
Numerator [Abstract] | ' | ' |
Net earnings (loss) | $2,503 | ($558) |
Undistributed earnings (loss) | 1,719 | -1,320 |
Undistributed earnings allocation - basic and diluted [Abstract] | ' | ' |
Total undistributed earnings | 1,719 | -1,320 |
Net earnings (loss) allocation - basic and diluted [Abstract] | ' | ' |
Net earnings (loss) | 2,503 | -558 |
Class A [Member] | ' | ' |
Numerator [Abstract] | ' | ' |
Net earnings (loss) | 442 | -112 |
Less Dividends declared: | 130 | 130 |
Undistributed earnings allocation - basic and diluted [Abstract] | ' | ' |
Total undistributed earnings | 312 | -242 |
Net earnings (loss) allocation - basic and diluted [Abstract] | ' | ' |
Net earnings (loss) | 442 | -112 |
Weighted-average shares outstanding [Abstract] | ' | ' |
Common share - basic and diluted (in shares) | 2,174,912 | 2,174,912 |
Earnings per share: | ' | ' |
Common share - basic and diluted (in dollars per share) | $0.20 | ($0.05) |
Class B [Member] | ' | ' |
Earnings Per Share by Two Class Method [Line Items] | ' | ' |
Dividend rate Class B common stock in excess of dividend rate of Class A common stock (in hundredths) | 5.00% | 5.00% |
Numerator [Abstract] | ' | ' |
Net earnings (loss) | 2,061 | -446 |
Less Dividends declared: | 654 | 632 |
Undistributed earnings allocation - basic and diluted [Abstract] | ' | ' |
Total undistributed earnings | 1,407 | -1,078 |
Net earnings (loss) allocation - basic and diluted [Abstract] | ' | ' |
Net earnings (loss) | $2,061 | ($446) |
Weighted-average shares outstanding [Abstract] | ' | ' |
Common share - basic and diluted (in shares) | 9,334,955 | 9,221,104 |
Earnings per share: | ' | ' |
Common share - basic and diluted (in dollars per share) | $0.22 | ($0.05) |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Aug. 20, 2013 | Aug. 20, 2013 | Aug. 20, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | ||
Acquisition Date Fair Values (As finalized) [Member] | Class A [Member] | Class A [Member] | Class B [Member] | Class B [Member] | North America [Member] | North America [Member] | Europe [Member] | Europe [Member] | TRP [Member] | TRP [Member] | TRP [Member] | Array [Member] | Array [Member] | Array [Member] | Acquired Companies [Member] | Acquired Companies [Member] | ||||
Acquisition Date Fair Values [Member] | Measurement Period Adjustments [Member] | Acquisition Date Fair Values [Member] | Measurement Period Adjustments [Member] | |||||||||||||||||
Acquired assets and liabilities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Payment for acquisitions, net of cash acquired | $0 | $14,121,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $21,000,000 | ' | ' | $10,000,000 | ' | ' | ' | ' | |
Acquisition-related costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 300,000 | |
Revenues | 82,646,000 | 63,028,000 | ' | ' | ' | ' | ' | 31,454,000 | 29,222,000 | 10,892,000 | 10,125,000 | ' | ' | ' | ' | ' | ' | 17,900,000 | ' | |
Net (loss) earnings | 2,503,000 | -558,000 | ' | 442,000 | -112,000 | 2,061,000 | -446,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | |
Business combination acquisition related costs, after tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | |
Assets acquired [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash | ' | ' | 8,388,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | 8,388,000 | 8,388,000 | 0 | 0 | 0 | 0 | ' | ' |
Accounts receivable | ' | ' | 12,535,000 | ' | ' | ' | ' | ' | ' | ' | ' | 11,580,000 | 11,541,000 | -39,000 | 994,000 | 994,000 | 0 | ' | ' | |
Inventories | ' | ' | 8,348,000 | [2] | ' | ' | ' | ' | ' | ' | ' | ' | 6,258,000 | 7,355,000 | 1,097,000 | 2,588,000 | 993,000 | -1,595,000 | ' | ' |
Other current assets | ' | ' | 2,047,000 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | 1,953,000 | 1,619,000 | -334,000 | 83,000 | 428,000 | 345,000 | ' | ' |
Property, plant and equipment | ' | ' | 9,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | 4,693,000 | 5,790,000 | 1,097,000 | 2,285,000 | 3,510,000 | 1,225,000 | ' | ' | |
Intangible assets | ' | ' | 7,580,000 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 6,110,000 | 6,110,000 | 0 | 1,470,000 | 1,470,000 | ' | ' | |
Other assets | ' | ' | 3,096,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,151,000 | 1,349,000 | 198,000 | 84,000 | 1,747,000 | 1,663,000 | ' | ' | |
Total identifiable assets | ' | ' | 51,294,000 | ' | ' | ' | ' | ' | ' | ' | ' | 34,023,000 | 42,152,000 | 8,129,000 | 6,034,000 | 9,142,000 | 3,108,000 | ' | ' | |
Liabilities assumed [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Accounts payable | ' | ' | -8,910,000 | ' | ' | ' | ' | ' | ' | ' | ' | -8,565,000 | -8,234,000 | 331,000 | -677,000 | -676,000 | 1,000 | ' | ' | |
Accrued expenses | ' | ' | -4,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | -4,003,000 | -4,465,000 | -462,000 | -206,000 | -285,000 | -79,000 | ' | ' | |
Other current liabilities | ' | ' | -759,000 | ' | ' | ' | ' | ' | ' | ' | ' | -25,000 | -759,000 | -734,000 | -214,000 | 0 | 214,000 | ' | ' | |
Noncurrent liabilities | ' | ' | -2,334,000 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -586,000 | -586,000 | -643,000 | -1,748,000 | -1,105,000 | ' | ' | |
Total liabilities assumed | ' | ' | -16,753,000 | [4] | ' | ' | ' | ' | ' | ' | ' | ' | -12,593,000 | -14,044,000 | -1,451,000 | -1,740,000 | -2,709,000 | -969,000 | ' | ' |
Net identifiable assets acquired | ' | ' | 34,541,000 | ' | ' | ' | ' | ' | ' | ' | ' | 21,430,000 | 28,108,000 | 6,678,000 | 4,294,000 | 6,433,000 | 2,139,000 | ' | ' | |
Goodwill | ' | ' | 4,812,000 | ' | ' | ' | ' | ' | ' | ' | ' | 8,278,000 | 1,240,000 | -7,038,000 | 5,666,000 | 3,572,000 | -2,094,000 | ' | ' | |
Net assets acquired | ' | ' | 39,353,000 | ' | ' | ' | ' | ' | ' | ' | ' | 29,708,000 | 29,348,000 | -360,000 | 9,960,000 | 10,005,000 | 45,000 | ' | ' | |
Consideration transferred [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash Paid | ' | ' | 39,353,000 | ' | ' | ' | ' | ' | ' | ' | ' | 22,400,000 | 29,348,000 | 6,948,000 | 9,960,000 | 10,005,000 | 45,000 | ' | ' | |
Assumption of severance payment | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 109,000 | 0 | -109,000 | 0 | 0 | 0 | ' | ' | |
Fair value of consideration transferred | ' | ' | 39,353,000 | ' | ' | ' | ' | ' | ' | ' | ' | 22,509,000 | 29,348,000 | 6,839,000 | 9,960,000 | 10,005,000 | 45,000 | ' | ' | |
Deferred consideration | 0 | -6,839,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 7,199,000 | 0 | -7,199,000 | 0 | 0 | 0 | ' | ' | |
Total consideration paid | ' | ' | 39,353,000 | ' | ' | ' | ' | ' | ' | ' | ' | 29,708,000 | 29,348,000 | -360,000 | 9,960,000 | 10,005,000 | 45,000 | ' | ' | |
Unaudited Pro forma Consolidated Results of Operations [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Revenue | 85,291,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net earnings | $2,368,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Earnings per common share - basic and diluted (in dollars per share) | ' | ' | ' | $0.20 | ' | $0.21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | The determination of fair value related to the inventory acquired was still in progress as of the date of this filing. The amount above represents only the carrying value of the inventory on TRPbs balance sheet as of the acquisition date. The measurement period adjustment noted above for inventory relates to additional inventory received from TE, as well as inventory on customer consignments that was not previously accounted for. | |||||||||||||||||||
[2] | The appraisals related to machinery and equipment acquired were incomplete as of this filing date and, as such, the amount noted above represents only the carrying value of those assets on TRPbs balance sheet as of the acquisition date. The measurement period adjustment noted above for property, plant and equipment relates to equipment that could not be located upon a physical inventory of the assets acquired. | |||||||||||||||||||
[3] | The Company has identified certain intangible assets related to the TRP acquisition, including technology, license agreements and customer lists, which are being valued by a third-party appraiser. These appraisals were not complete as of the date of this filing. | |||||||||||||||||||
[4] | The amount of goodwill is provisional as of the filing date, as the fair value determination of inventory acquired, and appraisals related to property, plant and equipment and various intangible assets are still underway. As the final amount of goodwill has not yet been determined or allocated by segment, the Company is unable to determine at this time the portion of goodwill, if any, that will be deductible for tax purposes. |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
SERP [Member] | SERP [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | ||||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Other Observable Inputs (Level 2) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Combined fair value of available-for-sale securities | $100,000 | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross unrealized gains | 100,000 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross unrealized gains associated with the investment held in the rabbi trust | 28,000 | 85,000 | ' | 500,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Financial Assets Fair Value [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investments held in rabbi trust | ' | ' | ' | ' | ' | 3,359,000 | 3,313,000 | 3,359,000 | 3,313,000 | 0 | 0 | 0 | 0 |
Marketable Securities | ' | ' | ' | ' | ' | 4,000 | 3,000 | 4,000 | 3,000 | 0 | 0 | 0 | 0 |
Total | ' | ' | ' | ' | ' | $3,363,000 | $3,316,000 | $3,363,000 | $3,316,000 | $0 | $0 | $0 | $0 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components of inventories [Abstract] | ' | ' |
Raw materials | $29,942 | $29,428 |
Work in progress | 8,636 | 8,783 |
Finished goods | 29,398 | 31,808 |
Inventories | $67,976 | $70,019 |
BUSINESS_SEGMENT_INFORMATION_D
BUSINESS SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Segment | Industry | |
Industry | Segment | |
BUSINESS SEGMENT INFORMATION [Abstract] | ' | ' |
Number of industry in which entity operates | 1 | 1 |
Number of reportable operating segments | 3 | 3 |
Summary of key financial data [Abstract] | ' | ' |
Net Sales | $82,646,000 | $63,028,000 |
Income from operations [Abstract] | ' | ' |
Income (loss) from operations | 2,881,000 | -1,427,000 |
North America [Member] | ' | ' |
Summary of key financial data [Abstract] | ' | ' |
Net Sales | 31,454,000 | 29,222,000 |
Income from operations [Abstract] | ' | ' |
Income (loss) from operations | 882,000 | -1,482,000 |
Combined revenue from acquired companies | 1,600,000 | ' |
Combined income from operations from acquired companies | -500,000 | ' |
Asia [Member] | ' | ' |
Summary of key financial data [Abstract] | ' | ' |
Net Sales | 49,891,000 | 32,725,000 |
Income from operations [Abstract] | ' | ' |
Income (loss) from operations | 1,673,000 | -666,000 |
Combined revenue from acquired companies | 15,600,000 | ' |
Combined income from operations from acquired companies | 1,400,000 | ' |
Europe [Member] | ' | ' |
Summary of key financial data [Abstract] | ' | ' |
Net Sales | 10,892,000 | 10,125,000 |
Income from operations [Abstract] | ' | ' |
Income (loss) from operations | 326,000 | 721,000 |
Combined revenue from acquired companies | 600,000 | ' |
Combined income from operations from acquired companies | 100,000 | ' |
Total Segment Sales [Member] | ' | ' |
Summary of key financial data [Abstract] | ' | ' |
Net Sales | 92,237,000 | 72,072,000 |
Intersegment Elimination [Member] | ' | ' |
Summary of key financial data [Abstract] | ' | ' |
Net Sales | ($9,591,000) | ($9,044,000) |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Income Taxes [Line Items] | ' | ' | ' |
Liability for uncertain tax position that would impact effective tax rate | $2.30 | ' | $2.20 |
Uncertain tax positions included in income taxes payable | 0.8 | ' | 1 |
Liability for uncertain tax positions | 1.5 | ' | 1.2 |
Prior year liability uncertain tax positions relating to 2010 | 0.8 | ' | ' |
Accrued interest and penalties uncertain tax positions | 0.2 | ' | 0.2 |
Deferred tax assets | 1.9 | ' | ' |
Expected increase in income tax benefit | 0.4 | ' | ' |
Increase in income tax benefit | ' | 0.4 | ' |
TRP [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Deferred tax liabilities at the date of acquisition | 0.6 | ' | ' |
Deferred tax assets | 2.2 | ' | ' |
Array [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Deferred tax liability | 0.7 | ' | ' |
Deferred tax liabilities at the date of acquisition | 1 | ' | ' |
Deferred tax assets | $2.10 | ' | ' |
ACCRUED_EXPENSES_Details
ACCRUED EXPENSES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued expenses [Abstract] | ' | ' |
Sales commissions | $1,378 | $1,431 |
Subcontracting labor | 2,201 | 2,406 |
Salaries, bonuses and related benefits | 8,706 | 13,674 |
Litigation reserve | 724 | 723 |
Other | 3,512 | 4,208 |
Accrued expenses | $16,521 | $22,442 |
DEBT_Details
DEBT (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Line of Credit [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Available line of credit | $30 | $30 |
Line of credit facility, expiration date | 14-Oct-16 | ' |
Percentage of capital stock of domestic subsidiaries given as collateralized security to line of credit (in hundredths) | 100.00% | ' |
Percentage of capital stock of foreign subsidiaries given as collateralized security to line of credit (in hundredths) | 65.00% | ' |
Line of credit, amount outstanding | 4 | 12 |
Line of credit, current borrowing capacity | 26 | 18 |
Interest rate on borrowings outstanding (in hundredths) | 1.40% | 1.40% |
Interest expense incurred | $0.10 | ' |
Minimum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Basis spread on variable rate (in hundredths) | ' | 1.00% |
Maximum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Basis spread on variable rate (in hundredths) | ' | 1.50% |
RETIREMENT_FUND_AND_PROFIT_SHA2
RETIREMENT FUND AND PROFIT SHARING PLAN (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Balance sheet amounts [Abstract] | ' | ' | ' |
Minimum pension obligation and unfunded pension liability | $11,103,000 | ' | $10,830,000 |
SERP [Member] | ' | ' | ' |
Components of SERP expense [Abstract] | ' | ' | ' |
Service cost | 138,000 | 139,000 | ' |
Interest cost | 135,000 | 112,000 | ' |
Amortization of adjustments | 46,000 | 77,000 | ' |
Total SERP expense | 319,000 | 328,000 | ' |
Balance sheet amounts [Abstract] | ' | ' | ' |
Minimum pension obligation and unfunded pension liability | 11,103,000 | ' | 10,830,000 |
Amounts recognized in accumulated other comprehensive loss, pretax [Abstract] | ' | ' | ' |
Prior service cost | 1,184,000 | ' | 1,230,000 |
Net gains | 1,004,000 | ' | 1,004,000 |
Total amounts recognized in accumulated other comprehensive loss | 2,188,000 | ' | 2,234,000 |
401(k) Plan [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Employer match of the first 1% of compensation contributed by participants (in hundredths) | 100.00% | ' | ' |
Percentage of participant contribution under condition one (in hundredths) | 1.00% | ' | ' |
Employer match of the next 5% compensation contributed by participants (in hundredths) | 50.00% | ' | ' |
Percentage of employee deferrals under condition two (in hundredths) | 5.00% | ' | ' |
Compensation expense | 200,000 | 100,000 | ' |
401(k) Plan [Member] | Class A [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Shares owned by plan (in shares) | 14,899 | ' | ' |
401(k) Plan [Member] | Class B [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Shares owned by plan (in shares) | 186,030 | ' | ' |
Non-defined Retirement Fund [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Maximum annual contribution by eligible employee (in hundredths) | 5.00% | ' | ' |
Minimum employer contribution to plan (in hundredths) | 5.00% | ' | ' |
Employer contribution of eligible salary (in hundredths) | 7.00% | ' | ' |
Compensation expense | $100,000 | $100,000 | ' |
Non-defined Retirement Fund [Member] | Class A [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Shares owned by plan (in shares) | 3,323 | ' | ' |
Non-defined Retirement Fund [Member] | Class B [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Shares owned by plan (in shares) | 17,342 | ' | ' |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | |
Accumulated other comprehensive loss [Abstract] | ' | ' | |
Foreign currency translation adjustment, net of taxes of ($111) and ($77) at March 31,2014 and December 31,2013 | $2,073 | $1,904 | |
Unrealized holding gains on available-for-sale securities, net of taxes of $186 and $169 as of March 31, 2014 and December 31, 2013 | 310 | 282 | |
Unfunded SERP liability, net of taxes of ($679) and ($693) as of March 31, 2014 and December 31, 2013 | -1,509 | -1,541 | |
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | ' | ' | |
Balance at beginning of period | 645 | ' | |
Other comprehensive income (loss) before reclassifications | 197 | ' | |
Amounts reclassified from accumulated other comprehensive income (loss) | 32 | ' | |
Net current period other comprehensive income (loss) | 229 | ' | |
Balance at end of period | 874 | ' | |
Foreign Currency Translation Adjustment [Member] | ' | ' | |
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | ' | ' | |
Balance at beginning of period | 1,904 | ' | |
Other comprehensive income (loss) before reclassifications | 169 | ' | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | ' | |
Net current period other comprehensive income (loss) | 169 | ' | |
Balance at end of period | 2,073 | ' | |
Unrealized Holding Gains on Available-for-Sale Securities [Member] | ' | ' | |
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | ' | ' | |
Balance at beginning of period | 282 | ' | |
Other comprehensive income (loss) before reclassifications | 28 | ' | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | ' | |
Net current period other comprehensive income (loss) | 28 | ' | |
Balance at end of period | 310 | ' | |
Unfunded SERP Liability [Member] | ' | ' | |
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | ' | ' | |
Balance at beginning of period | -1,541 | ' | |
Other comprehensive income (loss) before reclassifications | 0 | ' | |
Amounts reclassified from accumulated other comprehensive income (loss) | 32 | [1] | ' |
Net current period other comprehensive income (loss) | 32 | ' | |
Balance at end of period | ($1,509) | ' | |
[1] | This reclassification relates to the amortization of prior service costs and gains/losses associated with the Company's SERP plan. This expense is allocated between cost of sales and selling, general and administrative expense based upon the employment. |
LEGAL_PROCEEDINGS_Details
LEGAL PROCEEDINGS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2010 | Mar. 31, 2014 | Dec. 31, 2013 |
Patent | SynQor, Inc. [Member] | SynQor, Inc. [Member] | |
Defendant | |||
Loss Contingencies [Line Items] | ' | ' | ' |
Number of defendants | ' | 11 | ' |
Damages awarded | ' | $0.70 | $10.90 |
Damages covered through indemnification agreement | ' | $0.70 | $2.10 |
Number of patents | 3 | ' | ' |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Apr. 25, 2014 |
SUBSEQUENT EVENT [Abstract] | ' |
Expected payment for pending acquisition | $117 |