Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 30, 2014 | Nov. 01, 2014 | Nov. 01, 2014 | |
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 | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 2,174,912 | 9,704,877 |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $83,140 | $62,123 |
Accounts receivable - less allowance for doubtful accounts of $1,836 and $941 at September 30, 2014 and December 31, 2013, respectively | 103,701 | 63,849 |
Inventories | 113,506 | 70,019 |
Prepaid expenses and other current assets | 7,548 | 3,519 |
Refundable income taxes | 6,303 | 1,650 |
Deferred income taxes | 3,679 | 2,995 |
Total Current Assets | 317,877 | 204,155 |
Property, plant and equipment - net | 74,104 | 40,896 |
Deferred income taxes | 4,688 | 1,680 |
Intangible assets - net | 84,151 | 29,472 |
Goodwill | 130,224 | 18,490 |
Other assets | 32,443 | 13,448 |
TOTAL ASSETS | 643,487 | 308,141 |
Current Liabilities: | ' | ' |
Accounts payable | 63,929 | 29,518 |
Accrued expenses | 44,551 | 22,442 |
Short-term borrowings under revolving credit line | 0 | 12,000 |
Current maturities of long-term debt | 12,094 | 0 |
Notes payable | 163 | 739 |
Income taxes payable | 2,861 | 1,496 |
Dividends payable | 894 | 786 |
Total Current Liabilities | 124,492 | 66,981 |
Long-term Liabilities: | ' | ' |
Long-term debt, noncurrent | 223,219 | 0 |
Liability for uncertain tax positions | 38,412 | 1,218 |
Minimum pension obligation and unfunded pension liability | 11,649 | 10,830 |
Deferred income taxes | 15,887 | 0 |
Other long-term liabilities | 535 | 410 |
Total Long-term Liabilities | 289,702 | 12,458 |
Total Liabilities | 414,194 | 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 | 20,833 | 18,914 |
Retained earnings | 212,691 | 207,993 |
Accumulated other comprehensive (loss) income | -5,419 | 645 |
Total Stockholders' Equity | 229,293 | 228,702 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 643,487 | 308,141 |
Class A [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Common Stock | 217 | 217 |
Class B [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Common Stock | $971 | $933 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current Assets | ' | ' |
Accounts receivable, allowance for doubtful accounts | $1,836 | $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) | 9,704,877 | 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 | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net Sales | $156,341 | $101,164 | $338,426 | $258,173 |
Costs and expenses: | ' | ' | ' | ' |
Cost of sales | 128,250 | 81,132 | 278,319 | 213,781 |
Selling, general and administrative | 23,110 | 12,300 | 47,475 | 35,041 |
Restructuring charges | 309 | 0 | 1,365 | 1,387 |
Total costs and expenses | 151,669 | 93,432 | 327,159 | 250,209 |
Income from operations | 4,672 | 7,732 | 11,267 | 7,964 |
Gain on sale of investment | 0 | 98 | 0 | 98 |
Interest expense | -1,869 | -67 | -2,124 | -75 |
Interest income and other, net | 21 | 81 | 121 | 188 |
Earnings before provision (benefit) for income taxes | 2,824 | 7,844 | 9,264 | 8,175 |
Provision (benefit) for income taxes | 1,317 | 464 | 2,189 | -336 |
Net earnings | 1,507 | 7,380 | 7,075 | 8,511 |
Class A [Member] | ' | ' | ' | ' |
Costs and expenses: | ' | ' | ' | ' |
Net earnings | 255 | 1,340 | 1,238 | 1,528 |
Earnings per share: | ' | ' | ' | ' |
Common share - basic and diluted (in dollars per share) | $0.12 | $0.62 | $0.57 | $0.70 |
Weighted-average shares outstanding: | ' | ' | ' | ' |
Common share - basic and diluted (in shares) | 2,174,912 | 2,174,912 | 2,174,912 | 2,174,912 |
Dividends paid per share: | ' | ' | ' | ' |
Common share (in dollars per share) | $0.06 | $0.06 | $0.18 | $0.18 |
Class B [Member] | ' | ' | ' | ' |
Costs and expenses: | ' | ' | ' | ' |
Net earnings | $1,252 | $6,040 | $5,837 | $6,983 |
Earnings per share: | ' | ' | ' | ' |
Common share - basic and diluted (in dollars per share) | $0.13 | $0.65 | $0.62 | $0.76 |
Weighted-average shares outstanding: | ' | ' | ' | ' |
Common share - basic and diluted (in shares) | 9,590,586 | 9,228,731 | 9,420,111 | 9,221,032 |
Dividends paid per share: | ' | ' | ' | ' |
Common share (in dollars per share) | $0.07 | $0.07 | $0.21 | $0.21 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) [Abstract] | ' | ' | ' | ' |
Net earnings | $1,507 | $7,380 | $7,075 | $8,511 |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Currency translation adjustment, net of taxes of ($181), $212, ($57) and ($4), respectively | -6,791 | 1,801 | -6,254 | 619 |
Reclassification adjustment for gain on sale of marketable securities included in net earnings, net of tax of $0, ($37), $0 and ($37) | 0 | -61 | 0 | -61 |
Unrealized holding (losses) gains on marketable securities arising during the period, net of taxes of ($7), $28, $58 and $17, respectively | -12 | 46 | 95 | 27 |
Change in unfunded SERP liability, net of taxes of $14, $24, $42 and $20, respectively | 32 | 53 | 95 | 46 |
Other comprehensive (loss) income | -6,771 | 1,839 | -6,064 | 631 |
Comprehensive (loss) income | ($5,264) | $9,219 | $1,011 | $9,142 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Other comprehensive income: | ' | ' | ' | ' |
Currency translation adjustment, tax | ($181) | $212 | ($57) | ($4) |
Reclassification adjustment for gain (loss) on sale of marketable securities included in net earnings, tax | 0 | -37 | 0 | -37 |
Unrealized holding losses on marketable securities arising during the period, tax | -7 | 28 | 58 | 17 |
Change in unfunded SERP liability, tax | $14 | $24 | $42 | $20 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net earnings | $7,075 | $8,511 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 12,677 | 8,676 |
Stock-based compensation | 1,926 | 1,376 |
Gain on disposal of property, plant and equipment | 19 | 0 |
Realized gain on sale of investment | 0 | -98 |
Amortization of deferred financing costs | 348 | 0 |
Other, net | -1,520 | 356 |
Deferred income taxes | -10 | -519 |
Changes in operating assets and liabilities (see page 6) | -1,580 | -12,241 |
Net Cash Provided by Operating Activities | 18,935 | 6,061 |
Cash flows from investing activities: | ' | ' |
Increase in cash equivalents within Rabbi Trust | -1,536 | 0 |
Purchase of company-owned life insurance (COLI) | -2,820 | -2,820 |
Purchase of SERP investments | -1,400 | 0 |
Purchase of property, plant and equipment | -5,234 | -5,127 |
Purchase of intangible asset | 0 | -1,336 |
Payment for acquisitions, net of cash acquired (see page 6) | -206,536 | -30,931 |
Proceeds from surrender of COLI | 5,756 | 0 |
Proceeds from sale of SERP investments | 0 | 2,820 |
Proceeds from disposal of property, plant and equipment | 21 | 0 |
Net Cash Used in Investing Activities | -211,749 | -37,394 |
Cash flows from financing activities: | ' | ' |
Dividends paid to common shareholders | -2,270 | -2,264 |
Deferred financing costs | -5,774 | 0 |
Borrowings under revolving credit line | 23,000 | 12,000 |
Repayments under revolving credit line | -12,000 | 0 |
(Decrease) increase in notes payable | -553 | 314 |
Proceeds from long-term debt | 215,000 | 0 |
Repayments of long-term debt | -2,688 | 0 |
Purchase and retirement of Class B common stock | 0 | -3,356 |
Net Cash Provided by Financing Activities | 214,715 | 6,694 |
Effect of exchange rate changes on cash | -884 | 297 |
Net Increase (Decrease) in Cash and Cash Equivalents | 21,017 | -24,342 |
Cash and Cash Equivalents - beginning of period | 62,123 | 71,262 |
Cash and Cash Equivalents - end of period | 83,140 | 46,920 |
Changes in operating assets and liabilities consist of: | ' | ' |
Increase in accounts receivable | -2,034 | -13,015 |
Decrease (increase) in inventories | 9,737 | -6,746 |
Decrease (increase) in prepaid expenses and other current assets | 856 | -1,483 |
Increase in other assets | -171 | -95 |
(Decrease) increase in accounts payable | -2,030 | 6,920 |
(Decrease) increase in accrued expenses | -7,291 | 2,640 |
Increase in other liabilities | 63 | 274 |
Decrease in accrued restructuring costs | 0 | -122 |
Decrease in income taxes payable | -710 | -614 |
Changes in operating assets and liabilities | -1,580 | -12,241 |
Cash paid during the period for: | ' | ' |
Income taxes, net of refunds received | 2,536 | 1,152 |
Interest | 1,633 | 75 |
Details of acquisitions: | ' | ' |
Fair value of identifiable net assets acquired | 122,041 | 34,541 |
Goodwill | 111,952 | 4,812 |
Fair value of net assets acquired | 233,993 | 39,353 |
Less: Cash acquired in acquisition | -27,457 | -8,388 |
Deferred consideration | 0 | -34 |
Cash paid for acquisitions, net of cash acquired | $206,536 | $30,931 |
BASIS_OF_PRESENTATION_AND_ACCO
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 9 Months Ended | |
Sep. 30, 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 September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 2013 have 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 Company's condensed consolidated results of operations include the operating results of the 2013 Acquisitions since their respective acquisition dates. The accompanying condensed consolidated financial statements as of December 31, 2013 and for the three and nine months ended September 30, 2013 have been restated to reflect measurement period adjustments, as further described in Note 3, related to the TRP acquisition. | ||
On June 19, 2014, the Company completed its acquisition of 100% of the issued and outstanding capital stock of the Power-One Power Solutions business ("Power Solutions") of ABB Ltd. On July 25, 2014, the Company completed its acquisition of 100% of the issued and outstanding capital stock of the U.S. and U.K. Connectivity Solutions businesses from Emerson Electric Co. ("Emerson"). On August 29, 2014, the Company completed its acquisition of the Connectivity Solutions business in China from Emerson (collectively with the U.S. and U.K. portion of the transaction, "Connectivity Solutions"). The acquisitions of Power Solutions and Connectivity Solutions may hereafter be referred to collectively as either the "2014 Acquisitions" or the "2014 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 Company's condensed consolidated results of operations for the three and nine months ended September 30, 2014 include the operating results of the 2014 Acquisitions from their respective acquisition dates through September 30, 2014. | ||
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 nine months ended September 30, 2014. | ||
Recently Adopted Standards | ||
In July 2013, the FASB issued revised guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The Company adopted this guidance as of January 1, 2014, on a prospective basis. The adoption did not have a material impact on the Company's financial statements. | ||
Standards Issued Not Yet Adopted | ||
In April 2014, the FASB issued guidance for the reporting of discontinued operations, which also contains new disclosure requirements for both discontinued operations and other disposals that do not meet the definition of a discontinued operation. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Management believes that the adoption of this guidance will not have a material impact on the Company's financial statements. | ||
In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Entities can choose to apply the guidance using either the full retrospective approach or a modified retrospective approach. Management is currently evaluating the impact that this guidance will have on the Company's financial statements, if any, including which transition method it will adopt. | ||
In June 2014, the FASB issued guidance on stock compensation. The amendment requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendment is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. Earlier adoption is permitted. Management does not believe that the adoption of this guidance will have any material impact on the Company's financial position or results of operations. | ||
In August 2014, the FASB issued guidance on the presentation of financial statements when there is substantial doubt about an entity's ability to continue as a going concern. The amendment requires that an entity's management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about an entity's ability to continue as a going concern, additional disclosure is required to enable users of the financial statements to understand the conditions or events, management's evaluation of the significance of those conditions and management's plans that are intended to alleviate or management's plans that have alleviated substantial doubt. The amendment is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. Management does not believe that the adoption of this guidance will have any material impact on the Company's financial position or results of operations. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
EARNINGS PER SHARE [Abstract] | ' | ||||||||||||||||
EARNINGS PER SHARE | ' | ||||||||||||||||
2. EARNINGS PER SHARE | |||||||||||||||||
The Company utilizes the two-class method to report its earnings per share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings. 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 per share. In computing earnings 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 have been allocated to Class B shares than to the Class A shares on a per share basis. Basic earnings per common share are computed by dividing net earnings by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share, for each class of common stock, are computed by dividing net earnings 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 or nine months ended September 30, 2014 or September 30, 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 | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net earnings | $ | 1,507 | $ | 7,380 | $ | 7,075 | $ | 8,511 | |||||||||
Less Dividends declared: | |||||||||||||||||
Class A | 131 | 131 | 391 | 391 | |||||||||||||
Class B | 679 | 650 | 1,986 | 1,925 | |||||||||||||
Undistributed earnings | $ | 697 | $ | 6,599 | $ | 4,698 | $ | 6,195 | |||||||||
Undistributed earnings allocation - basic and diluted: | |||||||||||||||||
Class A undistributed earnings | $ | 124 | $ | 1,209 | $ | 847 | $ | 1,137 | |||||||||
Class B undistributed earnings | 573 | 5,390 | 3,851 | 5,058 | |||||||||||||
Total undistributed earnings | $ | 697 | $ | 6,599 | $ | 4,698 | $ | 6,195 | |||||||||
Net earnings allocation - basic and diluted: | |||||||||||||||||
Class A net earnings | $ | 255 | $ | 1,340 | $ | 1,238 | $ | 1,528 | |||||||||
Class B net earnings | 1,252 | 6,040 | 5,837 | $ | 6,983 | ||||||||||||
Net earnings | $ | 1,507 | $ | 7,380 | $ | 7,075 | $ | 8,511 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average shares outstanding: | |||||||||||||||||
Class A common share - basic and diluted | 2,174,912 | 2,174,912 | 2,174,912 | 2,174,912 | |||||||||||||
Class B common share - basic and diluted | 9,590,586 | 9,228,731 | 9,420,111 | 9,221,032 | |||||||||||||
Earnings per share: | |||||||||||||||||
Class A common share - basic and diluted | $ | 0.12 | $ | 0.62 | $ | 0.57 | $ | 0.7 | |||||||||
Class B common share - basic and diluted | $ | 0.13 | $ | 0.65 | $ | 0.62 | $ | 0.76 |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||
ACQUISITIONS [Abstract] | ' | ||||||||||||||||||||||||||||
ACQUISITIONS | ' | ||||||||||||||||||||||||||||
3. ACQUISITIONS | |||||||||||||||||||||||||||||
2014 Acquisitions: | |||||||||||||||||||||||||||||
On June 19, 2014, the Company completed its acquisition of Power Solutions for $110.0 million, net of cash acquired. Power Solutions is a leading provider of high-efficiency and high-density power conversion products for server, storage and networking equipment, industrial applications and power systems. Power Solutions offers a premier line of standard, modified-standard and custom designed AC/DC, DC/DC and other specific power conversion products for a variety of technologies in data centers, telecommunications and industrial applications. The acquisition of Power Solutions brings a complementary, industry-leading power product portfolio to Bel's existing line of power products, expands our current customer base in the areas of server, storage and networking equipment and adds industrial and additional transportation applications to the Company's product offering. | |||||||||||||||||||||||||||||
On July 25, 2014, the Company completed its acquisition of the U.S. and U.K. entities of the Emerson Network Power Connectivity Solutions business ("CS") from Emerson Electric Co. with a payment, net of cash acquired and including a working capital adjustment, of $90.7 million. On August 29, 2014, an additional payment of $9 million was made in connection with the closing of the China portion of the transaction. CS is a leading provider of high‑performance RF/Microwave and Harsh Environment Optical Connectors and Assemblies for military, aerospace, wireless communications, data communications, broadcast and industrial applications. CS is headquartered in Bannockburn, Illinois, and has manufacturing facilities in North America, the U.K. and China. CS will become part of Bel's Connectivity Solutions product group under the Cinch Connector business. Management believes the acquisition of CS will enable the Company to further expand into the aerospace and military markets where long-term product reliability resulting from highly engineered solutions is critical. The addition of the CS Stratos brand with our Fibreco/Gigacom Interconnect products will also give the Company a solid position in the expanded beam fiber optic market place. The CS group will also significantly expand the Company's existing copper‑based product offerings with the addition of RF/Microwave components and assemblies. | |||||||||||||||||||||||||||||
During the three and nine months ended September 30, 2014, the Company incurred $3.8 million and $5.3 million, respectively, of acquisition-related costs associated with the 2014 Acquisitions. These costs are included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2014. | |||||||||||||||||||||||||||||
While the initial accounting related to the acquisitions of Power Solutions and Connectivity Solutions is not complete as of the filing date of this Quarterly Report on Form 10-Q, the following table depicts the Company's current estimate of the respective acquisition date fair values of the consideration paid and identifiable net assets acquired (in thousands): | |||||||||||||||||||||||||||||
Power Solutions | Connectivity Solutions | 2014 Acquisitions | |||||||||||||||||||||||||||
Measurement | June 19, | Acquisition-Date | |||||||||||||||||||||||||||
June 19, | Period | 2014 | July 25/August 29, | Fair Values | |||||||||||||||||||||||||
2014 | Adjustments | (As adjusted) | 2014* | (As adjusted) | |||||||||||||||||||||||||
Cash | $ | 20,913 | $ | - | $ | 20,913 | $ | 6,544 | $ | 27,457 | |||||||||||||||||||
Accounts receivable | 29,388 | 1 | 29,389 | 9,413 | 38,802 | ||||||||||||||||||||||||
Inventories | 33,156 | 3,273 | 36,429 | (a) | 17,601 | (a) | 54,030 | ||||||||||||||||||||||
Other current assets | 5,387 | 1,688 | 7,075 | 2,634 | 9,709 | ||||||||||||||||||||||||
Property, plant and equipment | 28,176 | - | 28,176 | (b) | 10,440 | (b) | 38,616 | ||||||||||||||||||||||
Intangible assets | 21,188 | (9,153 | ) | 12,035 | (c) | 46,505 | (c) | 58,540 | |||||||||||||||||||||
Other assets | 536 | 18,212 | 18,748 | (d) | 2,684 | 21,432 | |||||||||||||||||||||||
Total identifiable assets | 138,744 | 14,021 | 152,765 | 95,821 | 248,586 | ||||||||||||||||||||||||
Accounts payable | (26,180 | ) | - | (26,180 | ) | (10,682 | ) | (36,862 | ) | ||||||||||||||||||||
Accrued expenses | (20,290 | ) | (4,505 | ) | (24,795 | ) | (d) | (4,934 | ) | (29,729 | ) | ||||||||||||||||||
Other current liabilities | 223 | - | 223 | (57 | ) | 166 | |||||||||||||||||||||||
Noncurrent liabilities | 761 | (39,686 | ) | (38,925 | ) | (d) | (21,195 | ) | (60,120 | ) | |||||||||||||||||||
Total liabilities assumed | (45,486 | ) | (44,191 | ) | (89,677 | ) | (36,868 | ) | (126,545 | ) | |||||||||||||||||||
Net identifiable assets acquired | 93,258 | (30,170 | ) | 63,088 | 58,953 | 122,041 | |||||||||||||||||||||||
Goodwill | 37,534 | 30,170 | 67,704 | (e) | 44,248 | (e) | 111,952 | ||||||||||||||||||||||
Net assets acquired | $ | 130,792 | $ | - | $ | 130,792 | $ | 103,201 | $ | 233,993 | |||||||||||||||||||
Cash paid | $ | 130,792 | $ | - | $ | 130,792 | $ | 103,201 | $ | 233,993 | |||||||||||||||||||
Assumption of liability | - | - | - | - | - | ||||||||||||||||||||||||
Fair value of consideration | |||||||||||||||||||||||||||||
transferred | 130,792 | - | 130,792 | 103,201 | 233,993 | ||||||||||||||||||||||||
Deferred consideration | - | - | - | - | - | ||||||||||||||||||||||||
Total consideration paid | $ | 130,792 | $ | - | $ | 130,792 | $ | 103,201 | $ | 233,993 | |||||||||||||||||||
* The Company acquired the U.S. and U.K. entities of Connectivity Solutions on July 25, 2014 and the China entity of Connectivity Solutions on August 29, 2014. These values represent the estimated fair values as of the respective acquisition date. | |||||||||||||||||||||||||||||
(a) | The inventory amounts noted above for both Power Solutions and Connectivity Solutions include preliminary adjustments to acquisition-date fair value. | ||||||||||||||||||||||||||||
(b) | The appraisals related to machinery and equipment acquired were still in progress as of this filing date; however, the amount noted above for Connectivity Solutions includes preliminary adjustments to acquisition-date fair value. The amounts noted above for Power Solutions property, plant and equipment only include the carrying value of those assets on Power Solutions' balance sheet as of the acquisition date. | ||||||||||||||||||||||||||||
(c) | The Company has identified certain intangible assets related to the Power Solutions acquisition, including trademarks and trade names, developed technology and potential in-process research and development, license agreements, non-compete agreements, an investment in a 49%-owned joint venture and customer relationships, which are being valued by a third-party appraiser. These appraisals were not complete as of the date of this filing. The Company has also identified certain intangible assets related to the Connectivity Solutions acquisition, including trademarks, developed technology and customer relationships, which are being valued by a third-party appraiser. While these appraisals were still in progress as of the date of this filing, preliminary estimated adjustments to fair value have been reflected in the table above. | ||||||||||||||||||||||||||||
(d) | The Company recorded measurement period adjustments related to estimated uncertain tax provisions and other tax liabilities, including an indemnification asset related to certain liabilities. While these estimates were still in progress as of the date of this filing, preliminary estimated adjustments to these liabilities have been reflected in the table above. | ||||||||||||||||||||||||||||
(e) | 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, various intangible assets and certain liabilities such as lease liabilities 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. | ||||||||||||||||||||||||||||
The preliminary fair value of identifiable intangible assets related to the 2014 Acquired Companies is shown in the table below (dollars in thousands). For those intangible assets with finite lives, the acquisition-date fair values will be amortized over their respective estimated future lives utilizing the straight-line method. | |||||||||||||||||||||||||||||
Weighted-Average Life | Acquisition-Date Fair Value | ||||||||||||||||||||||||||||
Trademarks | Indefinite | $ | 7,115 | ||||||||||||||||||||||||||
Technology | 20 years | 20,818 | |||||||||||||||||||||||||||
Customer relationships | 15 years | 30,607 | |||||||||||||||||||||||||||
Total identifiable intangible assets acquired | $ | 58,540 | |||||||||||||||||||||||||||
The results of operations of the 2014 Acquired Companies have been included in the Company's consolidated financial statements for the period subsequent to their respective acquisition dates. During the three and nine months ended September 30, 2014, the 2014 Acquired Companies contributed revenue of $63.1 million and $70.3 million, respectively, and net loss of approximately $0.8 million and $1.6 million, respectively, to the Company's consolidated financial results. | |||||||||||||||||||||||||||||
The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the aggregate results of TRP, Array, Power Solutions and Connectivity Solutions for the periods presented as if the 2013 Acquisitions had occurred on January 1, 2012 and the 2014 Acquisitions had occurred on January 1, 2013, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon estimated fair value of assets acquired, interest expense and amortization of deferred financing costs related to the financing of the business combinations, and related tax effects. The 2014 unaudited pro forma net earnings for the three and nine months ended September 30, 2014 were adjusted to exclude $3.9 million and $5.4 million ($2.4 million and $3.3 million after tax), respectively, of non-recurring expenses which were incurred in connection with the 2013 and 2014 Acquisitions. The 2013 unaudited pro forma net earnings were adjusted to include these charges in addition to an estimated non-recurring expense related to a fair value adjustment to acquisition-date inventory of $4.6 million ($4.4 million after tax) during each of the three and nine months ended September 30, 2013, respectively. The 2013 results reflected below include merger-related charges incurred by Power Solutions in connection with its acquisition by ABB in July 2013. 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 these acquisitions; 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 acquisitions had occurred on the assumed dates, nor is the pro forma data intended to be a projection of results that may be obtained in the future (in thousands): | |||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||
Revenue | $ | 163,040 | $ | 185,091 | $ | 480,482 | $ | 533,605 | |||||||||||||||||||||
Net earnings | 8,417 | (28,213 | ) | 6,388 | (39,714 | ) | |||||||||||||||||||||||
Earnings per Class A common share - basic and diluted | 0.68 | (2.38 | ) | 0.51 | (3.36 | ) | |||||||||||||||||||||||
Earnings per Class B common share - basic and diluted | 0.72 | (2.50 | ) | 0.56 | (3.51 | ) | |||||||||||||||||||||||
2013 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 and nine months ended September 30, 2014, the Company incurred less than $0.1 million and $0.1 million, respectively, of acquisition-related costs associated with the 2012 and 2013 Acquisitions. During the three and nine months ended September 30, 2013, the Company incurred acquisition costs of $0.1 million and $0.8 million, respectively, related to the 2012 and 2013 Acquisitions. These costs are included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 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 and nine months ended September 30, 2014, the 2013 Acquired Companies contributed revenue of $20.7 million and $58.3 million, respectively, and net earnings of $4.0 million and $8.9 million, respectively, to the Company's consolidated financial results. During the three and nine months ended September 30, 2013, the 2013 Acquired Companies contributed revenue of $26.4 million and $48.6 million, respectively, and net earnings of $4.2 million and $7.4 million, respectively, to the Company's consolidated financial results. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | ||||||||||||||||
Sep. 30, 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 September 30, 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 September 30, 2014 and December 31, 2013. The gross unrealized gains associated with the investment securities held in the Rabbi Trust were $0.6 million and $0.4 million at September 30, 2014 and December 31, 2013, respectively. Such unrealized gains are included, net of tax, in accumulated other comprehensive income. | |||||||||||||||||
As of September 30, 2014 and December 31, 2013, the Company had other 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 nine months ended September 30, 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 nine months ended September 30, 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 September 30, 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 September 30, 2014 | |||||||||||||||||
Available-for-sale securities: | |||||||||||||||||
Investments held in Rabbi Trust | $ | 4,867 | $ | 4,867 | $ | - | $ | - | |||||||||
Marketable securities | 4 | 4 | - | - | |||||||||||||
Total | $ | 4,871 | $ | 4,871 | $ | - | $ | - | |||||||||
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, cash equivalents held within the Rabbi Trust, 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 fair value of the Company's long-term debt is estimated using a discounted cash flow method based on interest rates that are currently available for debt issuances with similar terms and maturities. At September 30, 2014, the estimated fair value of long-term debt was $234.3 million compared to a carrying amount of $235.3 million. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of September 30, 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 nine months ended September 30, 2014 or 2013 that would warrant interim impairment testing. |
INVENTORIES
INVENTORIES | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
INVENTORIES [Abstract] | ' | ||||||||
INVENTORIES | ' | ||||||||
5. INVENTORIES | |||||||||
The components of inventories are as follows (dollars in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 55,302 | $ | 29,428 | |||||
Work in progress | 16,964 | 8,783 | |||||||
Finished goods | 41,240 | 31,808 | |||||||
$ | 113,506 | $ | 70,019 | ||||||
At September 30, 2014, $46.2 million of inventory related to the 2014 Acquired Companies. |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
PROPERTY, PLANT AND EQUIPMENT [Abstract] | ' | ||||||||
PROPERTY, PLANT AND EQUIPMENT | ' | ||||||||
6 | PROPERTY, PLANT AND EQUIPMENT | ||||||||
Property, plant and equipment consist of the following (dollars in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 3,302 | $ | 3,229 | |||||
Buildings and improvements | 31,259 | 25,216 | |||||||
Machinery and equipment | 118,161 | 82,420 | |||||||
Construction in progress | 5,263 | 4,042 | |||||||
157,985 | 114,907 | ||||||||
Accumulated depreciation | (83,881 | ) | (74,011 | ) | |||||
$ | 74,104 | $ | 40,896 | ||||||
At September 30, 2014, $36.5 million of property, plant and equipment related to the 2014 Acquired Companies. |
BUSINESS_SEGMENT_INFORMATION
BUSINESS SEGMENT INFORMATION | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
BUSINESS SEGMENT INFORMATION [Abstract] | ' | ||||||||||||||||
BUSINESS SEGMENT INFORMATION | ' | ||||||||||||||||
7. 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 | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total segment sales: | |||||||||||||||||
North America | $ | 91,556 | $ | 34,273 | $ | 162,415 | $ | 95,796 | |||||||||
Asia | 87,714 | 69,602 | 199,574 | 166,362 | |||||||||||||
Europe | 44,778 | 9,313 | 72,220 | 30,029 | |||||||||||||
Total segment sales | 224,048 | 113,188 | 434,209 | 292,187 | |||||||||||||
Reconciling item: | |||||||||||||||||
Intersegment sales | (67,707 | ) | (12,024 | ) | (95,783 | ) | (34,014 | ) | |||||||||
Net sales | $ | 156,341 | $ | 101,164 | $ | 338,426 | $ | 258,173 | |||||||||
Income from operations: | |||||||||||||||||
North America | $ | (1,964 | ) | $ | (239 | ) | $ | (2,698 | ) | $ | (3,734 | ) | |||||
Asia | 3,306 | 7,915 | 9,694 | 11,026 | |||||||||||||
Europe | 3,330 | 56 | 4,271 | 672 | |||||||||||||
$ | 4,672 | $ | 7,732 | $ | 11,267 | $ | 7,964 | ||||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total Assets: | |||||||||||||||||
North America | $ | 205,463 | $ | 117,261 | |||||||||||||
Asia | 243,753 | 148,780 | |||||||||||||||
Europe | 81,642 | 42,100 | |||||||||||||||
530,858 | 308,141 | ||||||||||||||||
Unallocated Goodwill | 112,629 | - | |||||||||||||||
$ | 643,487 | $ | 308,141 | ||||||||||||||
Recent Acquisitions – At September 30, 2014, Power Solutions' total assets of $206.7 million and Connectivity Solutions' total assets of $136.9 million are included in the table above. | |||||||||||||||||
The acquisitions of TRP in March 2013, Array in August 2013, Power Solutions in June 2014 and Connectivity Solutions in July and August 2014 contributed to Bel's segment sales, income from operations and total assets as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Sales to External Customers: | |||||||||||||||||
North America: | |||||||||||||||||
Array | $ | 1,758 | $ | 811 | $ | 5,302 | $ | 811 | |||||||||
Power Solutions | 36,517 | - | 41,554 | - | |||||||||||||
Connectivity Solutions | 11,941 | - | 11,941 | - | |||||||||||||
50,216 | 811 | 58,797 | 811 | ||||||||||||||
Asia: | |||||||||||||||||
TRP | 18,228 | 25,096 | 51,060 | 46,885 | |||||||||||||
Power Solutions | 1,600 | - | 1,958 | - | |||||||||||||
Connectivity Solutions | 749 | - | 749 | - | |||||||||||||
20,577 | 25,096 | 53,767 | 46,885 | ||||||||||||||
Europe: | |||||||||||||||||
TRP | 727 | 494 | 1,912 | 886 | |||||||||||||
Power Solutions | 10,963 | - | 12,802 | - | |||||||||||||
Connectivity Solutions | 1,295 | - | 1,295 | - | |||||||||||||
12,985 | 494 | 16,009 | 886 | ||||||||||||||
Net sales from 2013-2014 acquisitions | 83,778 | 26,401 | 128,573 | 48,582 | |||||||||||||
Income from operations: | |||||||||||||||||
North America: | |||||||||||||||||
Array | (61 | ) | (135 | ) | (744 | ) | (135 | ) | |||||||||
Power Solutions | 1,072 | - | (53 | ) | - | ||||||||||||
Connectivity Solutions | (1,299 | ) | - | (1,299 | ) | - | |||||||||||
(288 | ) | (135 | ) | (2,096 | ) | (135 | ) | ||||||||||
Asia: | |||||||||||||||||
TRP | 4,200 | 4,527 | 9,311 | 8,115 | |||||||||||||
Power Solutions | (3,201 | ) | - | (3,363 | ) | - | |||||||||||
Connectivity Solutions | 112 | - | 112 | - | |||||||||||||
1,111 | 4,527 | 6,060 | 8,115 | ||||||||||||||
Europe: | |||||||||||||||||
TRP | 115 | 92 | 343 | 196 | |||||||||||||
Power Solutions | 2,726 | - | 3,024 | - | |||||||||||||
Connectivity Solutions | 73 | - | 73 | - | |||||||||||||
2,914 | 92 | 3,440 | 196 | ||||||||||||||
Total income from operations from | |||||||||||||||||
2013-2014 acquisitions | $ | 3,737 | $ | 4,484 | $ | 7,404 | $ | 8,176 | |||||||||
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 and semi-finished components manufactured in any one of the geographic segments and transferred to any of the other geographic segments for sale or further processing. Income from operations represents net sales less operating costs and expenses. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2014 | |
INCOME TAXES [Abstract] | ' |
INCOME TAXES | ' |
8. INCOME TAXES | |
At September 30, 2014 and December 31, 2013, the Company has approximately $38.6 million and $2.2 million, respectively, of liabilities for uncertain tax positions ($0.2 million and $1.0 million, respectively, included in income taxes payable and $38.4 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. In connection with the acquisition of Power Solutions, the Company recorded an estimated liability for uncertain tax positions of $35.9 million, including interest and penalties of $11.9 million. | |
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 2011 and for state examinations before 2008. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2003 in Asia and generally 2007 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 September 30, 2014. A total of $4.8 million of previously recorded liabilities for uncertain tax positions relates principally to the 2011 tax year which expire during the three months ended September 30, 2015. Additionally, a total of $0.8 million of previously recorded liabilities for uncertain tax positions relating to the 2010 tax year were reversed during the quarter ended September 30, 2014. This was offset in part by an increase to the liability for uncertain tax positions in the amount of $1.4 million which is included in the condensed consolidated statement of operations during the nine months ended September 30, 2014. A total of $0.5 million of previously recorded liabilities for uncertain tax positions relating to 2006 and 2009 tax years were reversed during the quarter ended September 30, 2013. | |
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 the nine months ended September 30, 2014 and 2013, the Company recognized $0.7 million and an immaterial amount, respectively, of interest and penalties in the condensed consolidated statements of operations. The Company has $12.6 million and $0.2 million, respectively, accrued for the payment of such interest and penalties at September 30, 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. In connection with the estimated liability for uncertain tax positions, the Company will accrue approximately $2.5 million of interest and penalties annually. | |
Upon completion of the acquisitions of Power Solutions and Connectivity Solutions, there were net deferred tax assets of $7.1 million and deferred tax liabilities of $19.1 million, respectively, arising from various temporary differences and net operating loss carry forward acquired, which are included in the condensed consolidated balance sheet at September 30, 2014. At September 30, 2014, the fair market value reports have not been completed and therefore the Company had no additional deferred tax amounts relating to the Power Solutions or Connectivity Solutions acquisitions. At September 30, 2014, a net deferred tax liability of $11.0 million remains on the condensed consolidated balance sheet for the 2014 Acquisitions. | |
The Company intends to make elections to step up the tax basis of the Power Solutions acquisition to fair value under IRC Section 338(g). The Company does not intend to make an election to step-up the tax basis of the Emerson acquisition to fair value under IRC Section 338(g). | |
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 September 30, 2014, a net deferred tax asset of $1.7 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 nine months ended September 30, 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 $0.3 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 | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
ACCRUED EXPENSES [Abstract] | ' | ||||||||
ACCRUED EXPENSES | ' | ||||||||
9. ACCRUED EXPENSES | |||||||||
Accrued expenses consist of the following (dollars in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Sales commissions | $ | 2,922 | $ | 1,431 | |||||
Subcontracting labor | 2,014 | 2,406 | |||||||
Salaries, bonuses and related benefits | 23,592 | 13,674 | |||||||
Litigation reserve | - | 723 | |||||||
Warranty accrual | 3,623 | - | |||||||
Other | 12,400 | 4,208 | |||||||
$ | 44,551 | $ | 22,442 | ||||||
Warranty Accrual - Power Solutions generally offers its customers a standard two-year warranty on power products sold, although warranty periods may vary by product type and application. The Company reviews its warranty liability quarterly based on an analysis of actual expenses and failure rates by specific product lines and estimated future costs and projected failure rate trends by specific product lines. Factors taken into consideration when evaluating the Company's warranty reserve are (i) historical claims for each product, (ii) the maturity of the product within its life cycle, (iii) volume increases, (iv) life of warranty, (v) historical warranty repair costs and (vi) other factors. To the extent that actual experience differs from our estimate, the provision for product warranties will be adjusted in future periods. Actual warranty repair costs are charged against the reserve balance as incurred. | |||||||||
A tabular presentation of the activity within the warranty accrual account for the period from the acquisition date of Power Solutions through September 30, 2014 is presented below (in thousands): | |||||||||
September 30, | |||||||||
2014 | |||||||||
Beginning balance as of June 19, 2014 | $ | 4,111 | |||||||
Charges and costs accrued | 859 | ||||||||
Adjustments related to pre-existing warranties (including changes in estimates) | (35 | ) | |||||||
Less repair costs incurred | (1,377 | ) | |||||||
Currency translation | (43 | ) | |||||||
Ending balance as of September 30, 2014 | $ | 3,515 |
DEBT
DEBT | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
DEBT [Abstract] | ' | ||||
DEBT | ' | ||||
10 | DEBT | ||||
At December 31, 2013, the Company maintained a $30 million line of credit with Bank of America (the "Credit Agreement"), which was due to expire on October 14, 2016. At December 31, 2013, the borrowings under the line of credit amounted to $12.0 million and the balance available under the Credit Agreement was $18.0 million. The Credit Agreement bore 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 December 31, 2013 was 1.4%. The Company incurred interest expense of less than $0.1 million related to the borrowings under the Credit Agreement during the nine months ended September 30, 2014. There was no interest expense related to the line of credit during the nine months ended September 30, 2013 as there were no borrowings outstanding during that period. Under the terms of the Credit Agreement, the Company was required to maintain certain financial ratios and comply with other financial conditions. During the nine months ended September 30, 2014, the Company repaid the full $12.0 million balance outstanding and terminated the Credit Agreement. | |||||
On June 19, 2014, the Company entered into a senior Credit and Security Agreement with KeyBank National Association ("KeyBank"), as administrative agent and lender, which was amended on June 30, 2014 principally to add a syndicate of additional lenders (as so amended, the "New Secured Credit Agreement"). The maturity date of the New Secured Credit Agreement is June 18, 2019. | |||||
The New Secured Credit Agreement consists of (i) a $50 million revolving credit facility ("Revolver"), (ii) a $145 million term loan facility ("Term Loan") and (iii) a $70 million delayed draw term loan ("DDTL"). Under the terms of the New Secured Credit Agreement, the Company is entitled, subject to the satisfaction of certain conditions, to request additional commitments under the revolving credit facility or term loans in the aggregate principal amount of up to $100 million to the extent that existing or new lenders agree to provide such additional commitments and/or term loans. | |||||
The obligations of the Company under the New Secured Credit Agreement are guaranteed by certain of the Company's material U.S. subsidiaries (together with the Company, the "Loan Parties") and are secured by a first priority security interest in substantially all of the existing and future personal property of the Loan Parties, certain material real property of the Loan Parties and certain of the Loan Parties' material U.S. subsidiaries, including 65% of the voting capital stock of certain of the Loan Parties' direct foreign subsidiaries. | |||||
The borrowings under the New Secured Credit Agreement will bear interest at a rate equal to, at the Company's option, either (1) LIBOR, plus a margin ranging from 1.75% per annum to 3.00% per annum depending on the Company's leverage ratio, or (2)(a) an "Alternate Base Rate," which is the highest of (i) the federal funds rate plus 0.50%, (ii) KeyBank's prime rate and (iii) the LIBOR rate with a maturity of one month plus 1.00%, plus (b) a margin ranging from 0.75% per annum to 2.00% per annum, depending on the Company's leverage ratio. The interest rate in effect at September 30, 2014 was 2.25%, which consists of LIBOR of 0.25% plus the Company's margin of 2.00%. | |||||
The New Secured Credit Agreement contains customary representations and warranties, covenants and events of default and financial covenants that measure (i) the ratio of the Company's total funded indebtedness, on a consolidated basis, to the amount of the Company's consolidated EBITDA, as defined, ("Leverage Ratio") and (ii) the ratio of the amount of the Company's consolidated EBITDA to the Company's consolidated fixed charges ("Fixed Charge Coverage Ratio"). If an event of default occurs, the lenders under the New Secured Credit Agreement would be entitled to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a secured creditor. At September 30, 2014, the Company was in compliance with its most restrictive covenant, the Leverage Ratio. The unused credit available under the credit facility at September 30, 2014 was $27.0 million, of which we had the ability to borrow the full available balance without violating our Leverage Ratio covenant based on the Company's existing consolidated EBITDA. | |||||
Concurrent with its entry into the New Secured Credit Agreement on June 19, 2014, the Company borrowed $145.0 million under the Term Loan to complete its acquisition of Power Solutions. In July 2014, in connection with the acquisition of Connectivity Solutions, the Company borrowed an additional $90.0 million under the New Secured Credit Agreement ($70.0 million through the DDTL and $20.0 million under the Revolver). During the three and nine months ended September 30, 2014, the Company recorded $0.4 million and $5.8 million in deferred financing costs, respectively, which will be amortized over the five-year term, and incurred $1.9 million and $2.1 million of interest expense, respectively. At September 30, 2014, borrowings outstanding related solely to the $145.0 million Term Loan, the $70.0 million DDTL and $23.0 million under the revolver. | |||||
Scheduled principal payments of the long-term debt outstanding at September 30, 2014 are as follows (in thousands): | |||||
2014 | $ | 2,687 | |||
2015 | 13,438 | ||||
2016 | 16,125 | ||||
2017 | 18,812 | ||||
2018 | 24,188 | ||||
Thereafter | 160,063 | ||||
Total long-term debt | 235,313 | ||||
Less: Current maturities of long-term debt | (12,094 | ) | |||
Noncurrent portion of long-term debt | $ | 223,219 |
RETIREMENT_FUND_AND_PROFIT_SHA
RETIREMENT FUND AND PROFIT SHARING PLAN | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
RETIREMENT FUND AND PROFIT SHARING PLAN [Abstract] | ' | ||||||||||||||||
RETIREMENT FUND AND PROFIT SHARING PLAN | ' | ||||||||||||||||
11. RETIREMENT FUND AND PROFIT SHARING PLAN | |||||||||||||||||
The Company maintains the Bel Fuse Inc. Employees' Savings Plan (the "U.S. 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 U.S. 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 September 30, 2014 and 2013 amounted to approximately $0.3 million and $0.1 million, respectively. The expense for the nine months ended September 30, 2014 and 2013 amounted to approximately $0.6 million and $0.4 million, respectively. Prior to January 1, 2012, the U.S. 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 September 30, 2014, the U.S. Plan owned 14,886 and 181,831 shares of Bel Fuse Inc. Class A and Class B common stock, respectively. | |||||||||||||||||
The Company also has a retirement fund in Asia (the "Asia Plan") 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 September 30, 2014 and 2013 amounted to approximately $0.1 million in each period. The expense for the nine months ended September 30, 2014 and 2013 amounted to approximately $0.2 million in each period. As of September 30, 2014, the Asia 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, 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 | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Service cost | $ | 138 | $ | 139 | $ | 414 | $ | 417 | |||||||||
Interest cost | 135 | 112 | 405 | 337 | |||||||||||||
Amortization of adjustments | 46 | 77 | 138 | 231 | |||||||||||||
Total SERP expense | $ | 319 | $ | 328 | $ | 957 | $ | 985 | |||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance sheet amounts: | |||||||||||||||||
Minimum pension obligation | |||||||||||||||||
and unfunded pension liability | $ | 11,649 | $ | 10,830 | |||||||||||||
Amounts recognized in accumulated | |||||||||||||||||
other comprehensive loss, pretax: | |||||||||||||||||
Prior service cost | $ | 1,094 | $ | 1,230 | |||||||||||||
Net loss | 1,004 | 1,004 | |||||||||||||||
$ | 2,098 | $ | 2,234 |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME [Abstract] | ' | |||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | ' | |||||||||||||||||
12. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | ||||||||||||||||||
The components of accumulated other comprehensive (loss) income at September 30, 2014 and December 31, 2013 are summarized below (dollars in thousands): | ||||||||||||||||||
September 30, | December 31, | |||||||||||||||||
2014 | 2013 | |||||||||||||||||
Foreign currency translation adjustment, net of taxes of ($20) and $77 | ||||||||||||||||||
at September 30, 2014 and December 31, 2013 | $ | (4,350 | ) | $ | 1,904 | |||||||||||||
Unrealized holding gains on available-for-sale | ||||||||||||||||||
securities, net of taxes of $227 and $169 as of | ||||||||||||||||||
September 30, 2014 and December 31, 2013 | 377 | 282 | ||||||||||||||||
Unfunded SERP liability, net of taxes of ($652) and ($693) as | ||||||||||||||||||
of September 30, 2014 and December 31, 2013 | (1,446 | ) | (1,541 | ) | ||||||||||||||
Accumulated other comprehensive (loss) income | $ | (5,419 | ) | $ | 645 | |||||||||||||
Changes in accumulated other comprehensive loss by component during the nine months ended September 30, 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 | (6,254 | ) | 95 | - | (6,159 | ) | ||||||||||||
Amounts reclassified from accumulated other | ||||||||||||||||||
comprehensive income (loss) | - | - | 95 | (a) | 95 | |||||||||||||
Net current period other comprehensive income (loss) | (6,254 | ) | 95 | 95 | (6,064 | ) | ||||||||||||
Balance at September 30, 2014 | $ | (4,350 | ) | $ | 377 | $ | (1,446 | ) | $ | (5,419 | ) | |||||||
(a) This reclassification relates to the amortization of prior service costs associated with the Company's SERP. | ||||||||||||||||||
This expense is allocated between cost of sales and selling, general and administrative expense based upon the employment | ||||||||||||||||||
classification of the plan participants. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
13. COMMITMENTS AND CONTINGENCIES | |
Leases | |
The Company leases various facilities under operating leases expiring through March 2023. At December 31, 2013, the Company's total future minimum lease payments for operating leases amounted to $15.3 million. The Company incurred additional lease commitments of approximately $7.3 million upon the acquisitions of Power Solutions and Connectivity Solutions. | |
Other Commitments | |
The Company submits purchase orders for raw materials to various vendors throughout the year for current production requirements, as well as forecasted requirements. Certain of these purchase orders relate to special purpose material and, as such, the Company may incur penalties if the order is cancelled. At December 31, 2013, the Company had outstanding purchase orders related to purchases of raw materials in the aggregate amount of $23.4 million and purchase orders related to capital expenditures of $3.0 million. The Company incurred additional commitments upon the acquisitions of Power Solutions and Connectivity Solutions totaling approximately $19.3 million in raw material purchase orders and $0.5 million in capital expenditure commitments. | |
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 paid by the Company in July 2014 and was subsequently reimbursed by one of its customers under the terms of the indemnification agreement referenced above. SynQor filed an appeal of the final judgment in May 2014, which is currently pending with the CAFC. | |
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. The Court denied Molex's revised Motion to Dismiss on June 16, 2014. In June 2014, Molex initiated an Inter Partes Review (IPR) at the U.S. Patent and Trademark Office for one of the three patents associated with this case. The Company and Molex executed an agreement in September 2014 to terminate the IPR and to withdraw one of the patents from the district court litigation. The case continues to proceed in the district court and now involves two of the Company's patents related to integrated magnetic connector products. | |
In connection with the acquisition of Power Solutions, there is an ongoing claim by the Arezzo Revenue Agency in Italy concerning certain tax matters related to what was then Power-One Asia Pacific Electronics Shenzhen Co. Ltd. (now Bel Power Solutions Asia Pacific Electronics Shenzhen Co. Ltd, or "BPS China") for the years 2004 to 2006. In September 2012, the Tax Court of Arezzo ruled in favor of BPS China and cancelled the claim. In February 2013, the Arezzo Revenue Agency filed an appeal of the Tax Court's ruling. The hearing of the appeal was held on October 2, 2014. On October 13, 2014, BPS China was informed of the Regional Tax Commission of Florence ruling which was in favor of the Arezzo Revenue Agency and against BPS China. The estimated liability related to this matter is approximately $12.0 million and has been included in the accompanying condensed consolidated balance sheet. As Bel is fully indemnified in this matter per the terms of the stock purchase agreement with ABB, an offsetting indemnification asset is also reflected in the accompanying condensed consolidated balance sheet at September 30, 2014. |
BASIS_OF_PRESENTATION_AND_ACCO1
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recently Adopted Standards | |
In July 2013, the FASB issued revised guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The Company adopted this guidance as of January 1, 2014, on a prospective basis. The adoption did not have a material impact on the Company's financial statements. | |
Standards Issued Not Yet Adopted | |
In April 2014, the FASB issued guidance for the reporting of discontinued operations, which also contains new disclosure requirements for both discontinued operations and other disposals that do not meet the definition of a discontinued operation. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Management believes that the adoption of this guidance will not have a material impact on the Company's financial statements. | |
In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Entities can choose to apply the guidance using either the full retrospective approach or a modified retrospective approach. Management is currently evaluating the impact that this guidance will have on the Company's financial statements, if any, including which transition method it will adopt. | |
In June 2014, the FASB issued guidance on stock compensation. The amendment requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendment is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. Earlier adoption is permitted. Management does not believe that the adoption of this guidance will have any material impact on the Company's financial position or results of operations. | |
In August 2014, the FASB issued guidance on the presentation of financial statements when there is substantial doubt about an entity's ability to continue as a going concern. The amendment requires that an entity's management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about an entity's ability to continue as a going concern, additional disclosure is required to enable users of the financial statements to understand the conditions or events, management's evaluation of the significance of those conditions and management's plans that are intended to alleviate or management's plans that have alleviated substantial doubt. The amendment is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. Management does not believe that the adoption of this guidance will have any material impact on the Company's financial position or results of operations. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
EARNINGS 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 | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net earnings | $ | 1,507 | $ | 7,380 | $ | 7,075 | $ | 8,511 | |||||||||
Less Dividends declared: | |||||||||||||||||
Class A | 131 | 131 | 391 | 391 | |||||||||||||
Class B | 679 | 650 | 1,986 | 1,925 | |||||||||||||
Undistributed earnings | $ | 697 | $ | 6,599 | $ | 4,698 | $ | 6,195 | |||||||||
Undistributed earnings allocation - basic and diluted: | |||||||||||||||||
Class A undistributed earnings | $ | 124 | $ | 1,209 | $ | 847 | $ | 1,137 | |||||||||
Class B undistributed earnings | 573 | 5,390 | 3,851 | 5,058 | |||||||||||||
Total undistributed earnings | $ | 697 | $ | 6,599 | $ | 4,698 | $ | 6,195 | |||||||||
Net earnings allocation - basic and diluted: | |||||||||||||||||
Class A net earnings | $ | 255 | $ | 1,340 | $ | 1,238 | $ | 1,528 | |||||||||
Class B net earnings | 1,252 | 6,040 | 5,837 | $ | 6,983 | ||||||||||||
Net earnings | $ | 1,507 | $ | 7,380 | $ | 7,075 | $ | 8,511 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average shares outstanding: | |||||||||||||||||
Class A common share - basic and diluted | 2,174,912 | 2,174,912 | 2,174,912 | 2,174,912 | |||||||||||||
Class B common share - basic and diluted | 9,590,586 | 9,228,731 | 9,420,111 | 9,221,032 | |||||||||||||
Earnings per share: | |||||||||||||||||
Class A common share - basic and diluted | $ | 0.12 | $ | 0.62 | $ | 0.57 | $ | 0.7 | |||||||||
Class B common share - basic and diluted | $ | 0.13 | $ | 0.65 | $ | 0.62 | $ | 0.76 |
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||
Acquired assets and liabilities [Line Items] | ' | ||||||||||||||||||||||||||||
Fair value of identifiable intangible assets | ' | ||||||||||||||||||||||||||||
The preliminary fair value of identifiable intangible assets related to the 2014 Acquired Companies is shown in the table below (dollars in thousands). For those intangible assets with finite lives, the acquisition-date fair values will be amortized over their respective estimated future lives utilizing the straight-line method. | |||||||||||||||||||||||||||||
Weighted-Average Life | Acquisition-Date Fair Value | ||||||||||||||||||||||||||||
Trademarks | Indefinite | $ | 7,115 | ||||||||||||||||||||||||||
Technology | 20 years | 20,818 | |||||||||||||||||||||||||||
Customer relationships | 15 years | 30,607 | |||||||||||||||||||||||||||
Total identifiable intangible assets acquired | $ | 58,540 | |||||||||||||||||||||||||||
Unaudited pro forma consolidated results of operations information | ' | ||||||||||||||||||||||||||||
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 acquisitions had occurred on the assumed dates, nor is the pro forma data intended to be a projection of results that may be obtained in the future (in thousands): | |||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||
Revenue | $ | 163,040 | $ | 185,091 | $ | 480,482 | $ | 533,605 | |||||||||||||||||||||
Net earnings | 8,417 | (28,213 | ) | 6,388 | (39,714 | ) | |||||||||||||||||||||||
Earnings per Class A common share - basic and diluted | 0.68 | (2.38 | ) | 0.51 | (3.36 | ) | |||||||||||||||||||||||
Earnings per Class B common share - basic and diluted | 0.72 | (2.50 | ) | 0.56 | (3.51 | ) | |||||||||||||||||||||||
Power Solutions and Connectivity Solutions [Member] | ' | ||||||||||||||||||||||||||||
Acquired assets and liabilities [Line Items] | ' | ||||||||||||||||||||||||||||
Schedule of acquisition date fair values of assets acquired and liabilities assumed | ' | ||||||||||||||||||||||||||||
While the initial accounting related to the acquisitions of Power Solutions and Connectivity Solutions is not complete as of the filing date of this Quarterly Report on Form 10-Q, the following table depicts the Company's current estimate of the respective acquisition date fair values of the consideration paid and identifiable net assets acquired (in thousands): | |||||||||||||||||||||||||||||
Power Solutions | Connectivity Solutions | 2014 Acquisitions | |||||||||||||||||||||||||||
Measurement | June 19, | Acquisition-Date | |||||||||||||||||||||||||||
June 19, | Period | 2014 | July 25/August 29, | Fair Values | |||||||||||||||||||||||||
2014 | Adjustments | (As adjusted) | 2014* | (As adjusted) | |||||||||||||||||||||||||
Cash | $ | 20,913 | $ | - | $ | 20,913 | $ | 6,544 | $ | 27,457 | |||||||||||||||||||
Accounts receivable | 29,388 | 1 | 29,389 | 9,413 | 38,802 | ||||||||||||||||||||||||
Inventories | 33,156 | 3,273 | 36,429 | (a) | 17,601 | (a) | 54,030 | ||||||||||||||||||||||
Other current assets | 5,387 | 1,688 | 7,075 | 2,634 | 9,709 | ||||||||||||||||||||||||
Property, plant and equipment | 28,176 | - | 28,176 | (b) | 10,440 | (b) | 38,616 | ||||||||||||||||||||||
Intangible assets | 21,188 | (9,153 | ) | 12,035 | (c) | 46,505 | (c) | 58,540 | |||||||||||||||||||||
Other assets | 536 | 18,212 | 18,748 | (d) | 2,684 | 21,432 | |||||||||||||||||||||||
Total identifiable assets | 138,744 | 14,021 | 152,765 | 95,821 | 248,586 | ||||||||||||||||||||||||
Accounts payable | (26,180 | ) | - | (26,180 | ) | (10,682 | ) | (36,862 | ) | ||||||||||||||||||||
Accrued expenses | (20,290 | ) | (4,505 | ) | (24,795 | ) | (d) | (4,934 | ) | (29,729 | ) | ||||||||||||||||||
Other current liabilities | 223 | - | 223 | (57 | ) | 166 | |||||||||||||||||||||||
Noncurrent liabilities | 761 | (39,686 | ) | (38,925 | ) | (d) | (21,195 | ) | (60,120 | ) | |||||||||||||||||||
Total liabilities assumed | (45,486 | ) | (44,191 | ) | (89,677 | ) | (36,868 | ) | (126,545 | ) | |||||||||||||||||||
Net identifiable assets acquired | 93,258 | (30,170 | ) | 63,088 | 58,953 | 122,041 | |||||||||||||||||||||||
Goodwill | 37,534 | 30,170 | 67,704 | (e) | 44,248 | (e) | 111,952 | ||||||||||||||||||||||
Net assets acquired | $ | 130,792 | $ | - | $ | 130,792 | $ | 103,201 | $ | 233,993 | |||||||||||||||||||
Cash paid | $ | 130,792 | $ | - | $ | 130,792 | $ | 103,201 | $ | 233,993 | |||||||||||||||||||
Assumption of liability | - | - | - | - | - | ||||||||||||||||||||||||
Fair value of consideration | |||||||||||||||||||||||||||||
transferred | 130,792 | - | 130,792 | 103,201 | 233,993 | ||||||||||||||||||||||||
Deferred consideration | - | - | - | - | - | ||||||||||||||||||||||||
Total consideration paid | $ | 130,792 | $ | - | $ | 130,792 | $ | 103,201 | $ | 233,993 | |||||||||||||||||||
* The Company acquired the U.S. and U.K. entities of Connectivity Solutions on July 25, 2014 and the China entity of Connectivity Solutions on August 29, 2014. These values represent the estimated fair values as of the respective acquisition date. | |||||||||||||||||||||||||||||
(a) | The inventory amounts noted above for both Power Solutions and Connectivity Solutions include preliminary adjustments to acquisition-date fair value. | ||||||||||||||||||||||||||||
(b) | The appraisals related to machinery and equipment acquired were still in progress as of this filing date; however, the amount noted above for Connectivity Solutions includes preliminary adjustments to acquisition-date fair value. The amounts noted above for Power Solutions property, plant and equipment only include the carrying value of those assets on Power Solutions' balance sheet as of the acquisition date. | ||||||||||||||||||||||||||||
(c) | The Company has identified certain intangible assets related to the Power Solutions acquisition, including trademarks and trade names, developed technology and potential in-process research and development, license agreements, non-compete agreements, an investment in a 49%-owned joint venture and customer relationships, which are being valued by a third-party appraiser. These appraisals were not complete as of the date of this filing. The Company has also identified certain intangible assets related to the Connectivity Solutions acquisition, including trademarks, developed technology and customer relationships, which are being valued by a third-party appraiser. While these appraisals were still in progress as of the date of this filing, preliminary estimated adjustments to fair value have been reflected in the table above. | ||||||||||||||||||||||||||||
(d) | The Company recorded measurement period adjustments related to estimated uncertain tax provisions and other tax liabilities, including an indemnification asset related to certain liabilities. While these estimates were still in progress as of the date of this filing, preliminary estimated adjustments to these liabilities have been reflected in the table above. | ||||||||||||||||||||||||||||
(e) | 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, various intangible assets and certain liabilities such as lease liabilities 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. | ||||||||||||||||||||||||||||
TRP and Array [Member] | ' | ||||||||||||||||||||||||||||
Acquired assets and liabilities [Line Items] | ' | ||||||||||||||||||||||||||||
Schedule of acquisition date fair values of assets acquired and liabilities assumed | ' | ||||||||||||||||||||||||||||
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 |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 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 September 30, 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 September 30, 2014 | |||||||||||||||||
Available-for-sale securities: | |||||||||||||||||
Investments held in Rabbi Trust | $ | 4,867 | $ | 4,867 | $ | - | $ | - | |||||||||
Marketable securities | 4 | 4 | - | - | |||||||||||||
Total | $ | 4,871 | $ | 4,871 | $ | - | $ | - | |||||||||
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) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
INVENTORIES [Abstract] | ' | ||||||||
Components of inventories | ' | ||||||||
The components of inventories are as follows (dollars in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 55,302 | $ | 29,428 | |||||
Work in progress | 16,964 | 8,783 | |||||||
Finished goods | 41,240 | 31,808 | |||||||
$ | 113,506 | $ | 70,019 |
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
PROPERTY, PLANT AND EQUIPMENT [Abstract] | ' | ||||||||
Property, plant and equipment | ' | ||||||||
Property, plant and equipment consist of the following (dollars in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 3,302 | $ | 3,229 | |||||
Buildings and improvements | 31,259 | 25,216 | |||||||
Machinery and equipment | 118,161 | 82,420 | |||||||
Construction in progress | 5,263 | 4,042 | |||||||
157,985 | 114,907 | ||||||||
Accumulated depreciation | (83,881 | ) | (74,011 | ) | |||||
$ | 74,104 | $ | 40,896 |
BUSINESS_SEGMENT_INFORMATION_T
BUSINESS SEGMENT INFORMATION (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
BUSINESS SEGMENT INFORMATION [Abstract] | ' | ||||||||||||||||
Key financial data | ' | ||||||||||||||||
The following is a summary of key financial data (dollars in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total segment sales: | |||||||||||||||||
North America | $ | 91,556 | $ | 34,273 | $ | 162,415 | $ | 95,796 | |||||||||
Asia | 87,714 | 69,602 | 199,574 | 166,362 | |||||||||||||
Europe | 44,778 | 9,313 | 72,220 | 30,029 | |||||||||||||
Total segment sales | 224,048 | 113,188 | 434,209 | 292,187 | |||||||||||||
Reconciling item: | |||||||||||||||||
Intersegment sales | (67,707 | ) | (12,024 | ) | (95,783 | ) | (34,014 | ) | |||||||||
Net sales | $ | 156,341 | $ | 101,164 | $ | 338,426 | $ | 258,173 | |||||||||
Income from operations: | |||||||||||||||||
North America | $ | (1,964 | ) | $ | (239 | ) | $ | (2,698 | ) | $ | (3,734 | ) | |||||
Asia | 3,306 | 7,915 | 9,694 | 11,026 | |||||||||||||
Europe | 3,330 | 56 | 4,271 | 672 | |||||||||||||
$ | 4,672 | $ | 7,732 | $ | 11,267 | $ | 7,964 | ||||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total Assets: | |||||||||||||||||
North America | $ | 205,463 | $ | 117,261 | |||||||||||||
Asia | 243,753 | 148,780 | |||||||||||||||
Europe | 81,642 | 42,100 | |||||||||||||||
530,858 | 308,141 | ||||||||||||||||
Unallocated Goodwill | 112,629 | - | |||||||||||||||
$ | 643,487 | $ | 308,141 | ||||||||||||||
Components of segment sales, income from operations and total assets | ' | ||||||||||||||||
The acquisitions of TRP in March 2013, Array in August 2013, Power Solutions in June 2014 and Connectivity Solutions in July and August 2014 contributed to Bel's segment sales, income from operations and total assets as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Sales to External Customers: | |||||||||||||||||
North America: | |||||||||||||||||
Array | $ | 1,758 | $ | 811 | $ | 5,302 | $ | 811 | |||||||||
Power Solutions | 36,517 | - | 41,554 | - | |||||||||||||
Connectivity Solutions | 11,941 | - | 11,941 | - | |||||||||||||
50,216 | 811 | 58,797 | 811 | ||||||||||||||
Asia: | |||||||||||||||||
TRP | 18,228 | 25,096 | 51,060 | 46,885 | |||||||||||||
Power Solutions | 1,600 | - | 1,958 | - | |||||||||||||
Connectivity Solutions | 749 | - | 749 | - | |||||||||||||
20,577 | 25,096 | 53,767 | 46,885 | ||||||||||||||
Europe: | |||||||||||||||||
TRP | 727 | 494 | 1,912 | 886 | |||||||||||||
Power Solutions | 10,963 | - | 12,802 | - | |||||||||||||
Connectivity Solutions | 1,295 | - | 1,295 | - | |||||||||||||
12,985 | 494 | 16,009 | 886 | ||||||||||||||
Net sales from 2013-2014 acquisitions | 83,778 | 26,401 | 128,573 | 48,582 | |||||||||||||
Income from operations: | |||||||||||||||||
North America: | |||||||||||||||||
Array | (61 | ) | (135 | ) | (744 | ) | (135 | ) | |||||||||
Power Solutions | 1,072 | - | (53 | ) | - | ||||||||||||
Connectivity Solutions | (1,299 | ) | - | (1,299 | ) | - | |||||||||||
(288 | ) | (135 | ) | (2,096 | ) | (135 | ) | ||||||||||
Asia: | |||||||||||||||||
TRP | 4,200 | 4,527 | 9,311 | 8,115 | |||||||||||||
Power Solutions | (3,201 | ) | - | (3,363 | ) | - | |||||||||||
Connectivity Solutions | 112 | - | 112 | - | |||||||||||||
1,111 | 4,527 | 6,060 | 8,115 | ||||||||||||||
Europe: | |||||||||||||||||
TRP | 115 | 92 | 343 | 196 | |||||||||||||
Power Solutions | 2,726 | - | 3,024 | - | |||||||||||||
Connectivity Solutions | 73 | - | 73 | - | |||||||||||||
2,914 | 92 | 3,440 | 196 | ||||||||||||||
Total income from operations from | |||||||||||||||||
2013-2014 acquisitions | $ | 3,737 | $ | 4,484 | $ | 7,404 | $ | 8,176 |
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
ACCRUED EXPENSES [Abstract] | ' | ||||||||
Accrued expenses | ' | ||||||||
Accrued expenses consist of the following (dollars in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Sales commissions | $ | 2,922 | $ | 1,431 | |||||
Subcontracting labor | 2,014 | 2,406 | |||||||
Salaries, bonuses and related benefits | 23,592 | 13,674 | |||||||
Litigation reserve | - | 723 | |||||||
Warranty accrual | 3,623 | - | |||||||
Other | 12,400 | 4,208 | |||||||
$ | 44,551 | $ | 22,442 | ||||||
Schedule of warranty accrual account for the period from the acquisition date | ' | ||||||||
A tabular presentation of the activity within the warranty accrual account for the period from the acquisition date of Power Solutions through September 30, 2014 is presented below (in thousands): | |||||||||
September 30, | |||||||||
2014 | |||||||||
Beginning balance as of June 19, 2014 | $ | 4,111 | |||||||
Charges and costs accrued | 859 | ||||||||
Adjustments related to pre-existing warranties (including changes in estimates) | (35 | ) | |||||||
Less repair costs incurred | (1,377 | ) | |||||||
Currency translation | (43 | ) | |||||||
Ending balance as of September 30, 2014 | $ | 3,515 |
DEBT_Tables
DEBT (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
DEBT [Abstract] | ' | ||||
Scheduled principal payments of the long-term debt outstanding | ' | ||||
Scheduled principal payments of the long-term debt outstanding at September 30, 2014 are as follows (in thousands): | |||||
2014 | $ | 2,687 | |||
2015 | 13,438 | ||||
2016 | 16,125 | ||||
2017 | 18,812 | ||||
2018 | 24,188 | ||||
Thereafter | 160,063 | ||||
Total long-term debt | 235,313 | ||||
Less: Current maturities of long-term debt | (12,094 | ) | |||
Noncurrent portion of long-term debt | $ | 223,219 |
RETIREMENT_FUND_AND_PROFIT_SHA1
RETIREMENT FUND AND PROFIT SHARING PLAN (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 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 | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Service cost | $ | 138 | $ | 139 | $ | 414 | $ | 417 | |||||||||
Interest cost | 135 | 112 | 405 | 337 | |||||||||||||
Amortization of adjustments | 46 | 77 | 138 | 231 | |||||||||||||
Total SERP expense | $ | 319 | $ | 328 | $ | 957 | $ | 985 | |||||||||
September 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance sheet amounts: | |||||||||||||||||
Minimum pension obligation | |||||||||||||||||
and unfunded pension liability | $ | 11,649 | $ | 10,830 | |||||||||||||
Amounts recognized in accumulated | |||||||||||||||||
other comprehensive loss, pretax: | |||||||||||||||||
Prior service cost | $ | 1,094 | $ | 1,230 | |||||||||||||
Net loss | 1,004 | 1,004 | |||||||||||||||
$ | 2,098 | $ | 2,234 |
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME [Abstract] | ' | |||||||||||||||||
Components of accumulated other comprehensive (loss) income | ' | |||||||||||||||||
The components of accumulated other comprehensive (loss) income at September 30, 2014 and December 31, 2013 are summarized below (dollars in thousands): | ||||||||||||||||||
September 30, | December 31, | |||||||||||||||||
2014 | 2013 | |||||||||||||||||
Foreign currency translation adjustment, net of taxes of ($20) and $77 | ||||||||||||||||||
at September 30, 2014 and December 31, 2013 | $ | (4,350 | ) | $ | 1,904 | |||||||||||||
Unrealized holding gains on available-for-sale | ||||||||||||||||||
securities, net of taxes of $227 and $169 as of | ||||||||||||||||||
September 30, 2014 and December 31, 2013 | 377 | 282 | ||||||||||||||||
Unfunded SERP liability, net of taxes of ($652) and ($693) as | ||||||||||||||||||
of September 30, 2014 and December 31, 2013 | (1,446 | ) | (1,541 | ) | ||||||||||||||
Accumulated other comprehensive (loss) income | $ | (5,419 | ) | $ | 645 | |||||||||||||
Changes in accumulated other comprehensive loss by component | ' | |||||||||||||||||
Changes in accumulated other comprehensive loss by component during the nine months ended September 30, 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 | (6,254 | ) | 95 | - | (6,159 | ) | ||||||||||||
Amounts reclassified from accumulated other | ||||||||||||||||||
comprehensive income (loss) | - | - | 95 | (a) | 95 | |||||||||||||
Net current period other comprehensive income (loss) | (6,254 | ) | 95 | 95 | (6,064 | ) | ||||||||||||
Balance at September 30, 2014 | $ | (4,350 | ) | $ | 377 | $ | (1,446 | ) | $ | (5,419 | ) | |||||||
(a) This reclassification relates to the amortization of prior service costs associated with the Company's SERP. | ||||||||||||||||||
This expense is allocated between cost of sales and selling, general and administrative expense based upon the employment | ||||||||||||||||||
classification of the plan participants. |
BASIS_OF_PRESENTATION_AND_ACCO2
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details) | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||
Mar. 09, 2012 | Mar. 09, 2012 | Sep. 12, 2012 | Sep. 12, 2012 | Jul. 31, 2012 | Jul. 31, 2012 | Mar. 29, 2013 | Mar. 29, 2013 | Aug. 20, 2013 | Aug. 20, 2013 | Jun. 19, 2014 | Jun. 19, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | |
GigaCom Interconnect [Member] | GigaCom Interconnect [Member] | Powerbox [Member] | Powerbox [Member] | Fibreco [Member] | Fibreco [Member] | TRP [Member] | TRP [Member] | Array [Member] | Array [Member] | Power Solutions [Member] | Power Solutions [Member] | Emerson [Member] | Emerson [Member] | |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | 9-Mar-12 | ' | 12-Sep-12 | ' | 31-Jul-12 | ' | 29-Mar-13 | ' | 20-Aug-13 | ' | 19-Jun-14 | ' | 25-Jul-14 | ' |
Acquisition of issued and outstanding capital stock (in hundredths) | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 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% | ' |
Numerator [Abstract] | ' | ' | ' | ' |
Net earnings | $1,507 | $7,380 | $7,075 | $8,511 |
Undistributed earnings | 697 | 6,599 | 4,698 | 6,195 |
Undistributed earnings allocation - basic and diluted [Abstract] | ' | ' | ' | ' |
Total undistributed earnings | 697 | 6,599 | 4,698 | 6,195 |
Net earnings allocation basic and diluted [Abstract] | ' | ' | ' | ' |
Net earnings | 1,507 | 7,380 | 7,075 | 8,511 |
Class A [Member] | ' | ' | ' | ' |
Numerator [Abstract] | ' | ' | ' | ' |
Net earnings | 255 | 1,340 | 1,238 | 1,528 |
Less Dividends declared: | 131 | 131 | 391 | 391 |
Undistributed earnings allocation - basic and diluted [Abstract] | ' | ' | ' | ' |
Total undistributed earnings | 124 | 1,209 | 847 | 1,137 |
Net earnings allocation basic and diluted [Abstract] | ' | ' | ' | ' |
Net earnings | 255 | 1,340 | 1,238 | 1,528 |
Weighted-average shares outstanding [Abstract] | ' | ' | ' | ' |
Common share - basic and diluted (in shares) | 2,174,912 | 2,174,912 | 2,174,912 | 2,174,912 |
Earnings per share [Abstract] | ' | ' | ' | ' |
Common share - basic and diluted (in dollars per share) | $0.12 | $0.62 | $0.57 | $0.70 |
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% | ' |
Numerator [Abstract] | ' | ' | ' | ' |
Net earnings | 1,252 | 6,040 | 5,837 | 6,983 |
Less Dividends declared: | 679 | 650 | 1,986 | 1,925 |
Undistributed earnings allocation - basic and diluted [Abstract] | ' | ' | ' | ' |
Total undistributed earnings | 573 | 5,390 | 3,851 | 5,058 |
Net earnings allocation basic and diluted [Abstract] | ' | ' | ' | ' |
Net earnings | $1,252 | $6,040 | $5,837 | $6,983 |
Weighted-average shares outstanding [Abstract] | ' | ' | ' | ' |
Common share - basic and diluted (in shares) | 9,590,586 | 9,228,731 | 9,420,111 | 9,221,032 |
Earnings per share [Abstract] | ' | ' | ' | ' |
Common share - basic and diluted (in dollars per share) | $0.13 | $0.65 | $0.62 | $0.76 |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 19, 2014 | Jun. 19, 2014 | Jun. 19, 2014 | Jun. 19, 2014 | Jun. 19, 2014 | Jun. 19, 2014 | Mar. 29, 2013 | Mar. 29, 2013 | Mar. 29, 2013 | Aug. 20, 2013 | Aug. 20, 2013 | Aug. 20, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Aug. 29, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | ||||
Trademarks [Member] | Technology [Member] | Customer Relationships [Member] | Acquisition Date Fair Values (As adjusted) [Member] | Class A [Member] | Class A [Member] | Class A [Member] | Class A [Member] | Class B [Member] | Class B [Member] | Class B [Member] | Class B [Member] | Power Solutions [Member] | Power Solutions [Member] | Power Solutions [Member] | Power Solutions [Member] | Power Solutions [Member] | Power Solutions [Member] | TRP [Member] | TRP [Member] | TRP [Member] | Array [Member] | Array [Member] | Array [Member] | Acquired Companies [Member] | 2013 Acquired Companies [Member] | 2013 Acquired Companies [Member] | 2013 Acquired Companies [Member] | 2013 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | 2014 Acquired Companies [Member] | Connectivity Solutions [Member] | Connectivity Solutions [Member] | Connectivity Solutions [Member] | |||||||||
Measurement Period Adjustments [Member] | Measurement Period Adjustments [Member] | Acquisition Date Fair Values (As adjusted) [Member] | Acquisition Date Fair Values (As adjusted) [Member] | Acquisition Date Fair Values [Member] | Measurement Period Adjustments [Member] | Acquisition Date Fair Values [Member] | Measurement Period Adjustments [Member] | Acquisition Date Fair Values (As adjusted) [Member] | Class A [Member] | Class A [Member] | Class A [Member] | Class A [Member] | Class B [Member] | Class B [Member] | Class B [Member] | Class B [Member] | ||||||||||||||||||||||||||||||||||||
Acquired assets and liabilities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Payment for acquisitions, net of cash acquired | ' | ' | $206,536,000 | $30,931,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $110,000,000 | ' | ' | ' | ' | $21,000,000 | ' | ' | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,000,000 | $90,700,000 | ' | |||
Acquisition-related costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | 100,000 | 800,000 | 3,800,000 | ' | 5,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Percentages of owned joint venture investment (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% | ' | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues | 156,341,000 | 101,164,000 | 338,426,000 | 258,173,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,700,000 | 26,400,000 | 58,300,000 | 48,600,000 | 63,100,000 | ' | 70,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net earnings (loss) | 1,507,000 | 7,380,000 | 7,075,000 | 8,511,000 | ' | ' | ' | ' | ' | 255,000 | 1,340,000 | 1,238,000 | 1,528,000 | 1,252,000 | 6,040,000 | 5,837,000 | 6,983,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 4,200,000 | 8,900,000 | 7,400,000 | -800,000 | ' | -1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Acquisition-related costs excluded from pro forma net earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000 | ' | 5,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Acquisition-related costs incurred but excluded from pro forma earnings during the period after tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Nonrecurring expense related to fair value adjustments excluded from pro forma net earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,600,000 | ' | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Fair value adjustments excluded from pro form net earnings after tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | ' | 4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Assets acquired [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Cash | ' | ' | ' | ' | ' | ' | ' | ' | 8,388,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,913,000 | ' | 0 | ' | 20,913,000 | 8,388,000 | 8,388,000 | 0 | 0 | 0 | 0 | 27,457,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,544,000 | [1] | ||
Accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | 12,535,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,388,000 | ' | 1,000 | ' | 29,389,000 | 11,580,000 | 11,541,000 | -39,000 | 994,000 | 994,000 | 0 | 38,802,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,413,000 | [1] | ||
Inventories | ' | ' | ' | ' | ' | ' | ' | ' | 8,348,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,156,000 | ' | 3,273,000 | ' | 36,429,000 | [2] | 6,258,000 | 7,355,000 | 1,097,000 | 2,588,000 | 993,000 | -1,595,000 | 54,030,000 | ' | ' | ' | ' | 46,200,000 | ' | 46,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,601,000 | [1],[2] | |
Other current assets | ' | ' | ' | ' | ' | ' | ' | ' | 2,047,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,387,000 | ' | 13,697,000 | ' | 19,084,000 | 1,953,000 | 1,619,000 | -334,000 | 83,000 | 428,000 | 345,000 | 21,718,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,634,000 | [1] | ||
Property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | 9,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,176,000 | ' | 0 | ' | 28,176,000 | [3] | 4,693,000 | 5,790,000 | 1,097,000 | 2,285,000 | 3,510,000 | 1,225,000 | 38,616,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,440,000 | [1],[3] | |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 7,580,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,188,000 | ' | -9,153,000 | ' | 12,035,000 | [4] | 0 | 6,110,000 | 6,110,000 | 0 | 1,470,000 | 1,470,000 | 58,540,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46,505,000 | [1],[4] | |
Other assets | ' | ' | ' | ' | ' | ' | ' | ' | 3,096,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 536,000 | ' | 6,203,000 | ' | 6,739,000 | [5] | 1,151,000 | 1,349,000 | 198,000 | 84,000 | 1,747,000 | 1,663,000 | 9,423,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,684,000 | [1] | |
Total identifiable assets | ' | ' | ' | ' | ' | ' | ' | ' | 51,294,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 138,744,000 | ' | 14,021,000 | ' | 152,765,000 | 34,023,000 | 42,152,000 | 8,129,000 | 6,034,000 | 9,142,000 | 3,108,000 | 248,586,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95,821,000 | [1] | ||
Liabilities assumed [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Accounts payable | ' | ' | ' | ' | ' | ' | ' | ' | -8,910,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -26,180,000 | ' | 0 | ' | -26,180,000 | -8,565,000 | -8,234,000 | 331,000 | -677,000 | -676,000 | 1,000 | -36,862,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -10,682,000 | [1] | ||
Accrued expenses | ' | ' | ' | ' | ' | ' | ' | ' | -4,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -20,290,000 | ' | -4,505,000 | ' | -24,795,000 | [5] | -4,003,000 | -4,465,000 | -462,000 | -206,000 | -285,000 | -79,000 | -29,729,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,934,000 | [1] | |
Other current liabilities | ' | ' | ' | ' | ' | ' | ' | ' | -759,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 223,000 | ' | 0 | ' | 223,000 | -25,000 | -759,000 | -734,000 | -214,000 | 0 | 214,000 | 166,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -57,000 | [1] | ||
Noncurrent liabilities | ' | ' | ' | ' | ' | ' | ' | ' | -2,334,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 761,000 | ' | -39,686,000 | ' | -38,925,000 | [5] | 0 | -586,000 | -586,000 | -643,000 | -1,748,000 | -1,105,000 | -60,120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -21,195,000 | [1] | |
Total liabilities assumed | ' | ' | ' | ' | ' | ' | ' | ' | -16,753,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -45,486,000 | ' | -44,191,000 | ' | -89,677,000 | -12,593,000 | -14,044,000 | -1,451,000 | -1,740,000 | -2,709,000 | -969,000 | -126,545,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -36,868,000 | [1] | ||
Net identifiable assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | 34,541,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93,258,000 | ' | -30,170,000 | ' | 63,088,000 | 21,430,000 | 28,108,000 | 6,678,000 | 4,294,000 | 6,433,000 | 2,139,000 | 122,041,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,953,000 | [1] | ||
Goodwill | 130,224,000 | ' | 130,224,000 | ' | 18,490,000 | ' | ' | ' | 4,812,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,534,000 | ' | 30,170,000 | ' | 67,704,000 | [6] | 8,278,000 | 1,240,000 | -7,038,000 | 5,666,000 | 3,572,000 | -2,094,000 | 111,952,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,248,000 | [1],[6] | |
Net assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | 39,353,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,792,000 | ' | 0 | ' | 130,792,000 | 29,708,000 | 29,348,000 | -360,000 | 9,960,000 | 10,005,000 | 45,000 | 233,993,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103,201,000 | [1] | ||
Consideration transferred [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Cash Paid | ' | ' | ' | ' | ' | ' | ' | ' | 39,353,000 | ' | ' | ' | ' | ' | ' | ' | ' | 130,792,000 | ' | 0 | ' | 130,792,000 | ' | 22,400,000 | 29,348,000 | 6,948,000 | 9,960,000 | 10,005,000 | 45,000 | 233,993,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103,201,000 | [1] | ' | ||
Assumption of severance payment | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 0 | ' | 109,000 | 0 | -109,000 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | [1] | ' | ||
Fair value of consideration transferred | ' | ' | ' | ' | ' | ' | ' | ' | 39,353,000 | ' | ' | ' | ' | ' | ' | ' | ' | 130,792,000 | ' | 0 | ' | 130,792,000 | ' | 22,509,000 | 29,348,000 | 6,839,000 | 9,960,000 | 10,005,000 | 45,000 | 233,993,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103,201,000 | [1] | ' | ||
Deferred consideration | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 0 | ' | 7,199,000 | 0 | -7,199,000 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | [1] | ' | ||
Total consideration paid | ' | ' | ' | ' | ' | ' | ' | ' | 39,353,000 | ' | ' | ' | ' | ' | ' | ' | ' | 130,792,000 | ' | 0 | ' | 130,792,000 | ' | 29,708,000 | 29,348,000 | -360,000 | 9,960,000 | 10,005,000 | 45,000 | 233,993,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103,201,000 | [1] | ' | ||
Intangible assets with finite lives [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Weighted Average Life | ' | ' | ' | ' | ' | ' | '20 years | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Acquisition-Date Fair Value | ' | ' | 58,540,000 | ' | ' | 7,115,000 | 20,818,000 | 30,607,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Unaudited Pro forma Consolidated Results of Operations [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163,040,000 | 185,091,000 | 480,482,000 | 533,605,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,417,000 | ($28,213,000) | $6,388,000 | ($39,714,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Earnings per common share - basic and diluted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.68 | ($2.38) | $0.51 | ($3.36) | $0.72 | ($2.50) | $0.56 | ($3.51) | ' | ' | ' | |||
[1] | The Company acquired the U.S. and U.K. entities of Connectivity Solutions on July 25, 2014 and the China entity of Connectivity Solutions on August 29, 2014. These values represent the estimated fair values as of the respective acquisition date. | |||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | The inventory amounts noted above for both Power Solutions and Connectivity Solutions include preliminary adjustments to acquisition-date fair value. | |||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | The appraisals related to machinery and equipment acquired were still in progress as of this filing date; however, the amount noted above for Connectivity Solutions includes preliminary adjustments to acquisition-date fair value. The amounts noted above for Power Solutions property, plant and equipment only include the carrying value of those assets on Power Solutions' balance sheet as of the acquisition date. | |||||||||||||||||||||||||||||||||||||||||||||||||||
[4] | The Company has identified certain intangible assets related to the Power Solutions acquisition, including trademarks and trade names, developed technology and potential in-process research and development, license agreements, non-compete agreements, an investment in a 49%-owned joint venture and customer relationships, which are being valued by a third-party appraiser. These appraisals were not complete as of the date of this filing. The Company has also identified certain intangible assets related to the Connectivity Solutions acquisition, including trademarks, developed technology and customer relationships, which are being valued by a third-party appraiser. While these appraisals were still in progress as of the date of this filing, preliminary estimated adjustments to fair value have been reflected in the table above. | |||||||||||||||||||||||||||||||||||||||||||||||||||
[5] | The Company recorded measurement period adjustments related to estimated uncertain tax provisions and other tax liabilities, including an indemnification asset related to certain liabilities. While these estimates were still in progress as of the date of this filing, preliminary estimated adjustments to these liabilities have been reflected in the table above. | |||||||||||||||||||||||||||||||||||||||||||||||||||
[6] | 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, various intangible assets and certain liabilities such as lease liabilities 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 | 9 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 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] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross unrealized gains associated with the investment held in the rabbi trust | ($12,000) | $46,000 | $95,000 | $27,000 | ' | $600,000 | $400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Combined fair value of available-for-sale securities | 100,000 | ' | 100,000 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross unrealized gains | 100,000 | ' | 100,000 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial Assets Fair Value [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investments held in Rabbi Trust | ' | ' | ' | ' | ' | ' | ' | 4,867,000 | 3,313,000 | 4,867,000 | 3,313,000 | 0 | 0 | 0 | 0 |
Marketable securities | ' | ' | ' | ' | ' | ' | ' | 4,000 | 3,000 | 4,000 | 3,000 | 0 | 0 | 0 | 0 |
Total | ' | ' | ' | ' | ' | ' | ' | 4,871,000 | 3,316,000 | 4,871,000 | 3,316,000 | 0 | 0 | 0 | 0 |
Fair value of long-term debt | 234,300,000 | ' | 234,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying amount of long-term debt | $235,313,000 | ' | $235,313,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components of inventories [Abstract] | ' | ' |
Raw materials | $55,302 | $29,428 |
Work in progress | 16,964 | 8,783 |
Finished goods | 41,240 | 31,808 |
Inventories | 113,506 | 70,019 |
2014 Acquired Companies [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Book value of inventory acquired from power solutions | $46,200 | ' |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, plant and equipment [Abstract] | ' | ' |
Property, plant and equipment, gross | $157,985 | $114,907 |
Accumulated depreciation | -83,881 | -74,011 |
Property, plant and equipment, net | 74,104 | 40,896 |
2014 Acquired Companies [Member] | ' | ' |
Property, plant and equipment [Abstract] | ' | ' |
Property, plant and equipment, net | 36,500 | ' |
Land [Member] | ' | ' |
Property, plant and equipment [Abstract] | ' | ' |
Property, plant and equipment, gross | 3,302 | 3,229 |
Buildings and Improvements [Member] | ' | ' |
Property, plant and equipment [Abstract] | ' | ' |
Property, plant and equipment, gross | 31,259 | 25,216 |
Machinery and Equipment [Member] | ' | ' |
Property, plant and equipment [Abstract] | ' | ' |
Property, plant and equipment, gross | 118,161 | 82,420 |
Construction in Progress [Member] | ' | ' |
Property, plant and equipment [Abstract] | ' | ' |
Property, plant and equipment, gross | $5,263 | $4,042 |
BUSINESS_SEGMENT_INFORMATION_D
BUSINESS SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Industry | |||||
Segment | |||||
BUSINESS SEGMENT INFORMATION [Abstract] | ' | ' | ' | ' | ' |
Number of industry in which entity operates | ' | ' | 1 | ' | ' |
Number of reportable operating segments | ' | ' | 3 | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | $156,341 | $101,164 | $338,426 | $258,173 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 4,672 | 7,732 | 11,267 | 7,964 | ' |
Total Assets [Abstract] | ' | ' | ' | ' | ' |
Assets excluding unallocated goodwill | 530,858 | ' | 530,858 | ' | 308,141 |
Unallocated Goodwill | 112,629 | ' | 112,629 | ' | 0 |
Assets | 643,487 | ' | 643,487 | ' | 308,141 |
Power Solutions [Member] | ' | ' | ' | ' | ' |
Total Assets [Abstract] | ' | ' | ' | ' | ' |
Assets | 206,700 | ' | 206,700 | ' | ' |
Connectivity Solutions [Member] | ' | ' | ' | ' | ' |
Total Assets [Abstract] | ' | ' | ' | ' | ' |
Assets | 136,900 | ' | 136,900 | ' | ' |
Reportable operating segments [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 224,048 | 113,188 | 434,209 | 292,187 | ' |
Reportable operating segments [Member] | Acquired Companies [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 83,778 | 26,401 | 128,573 | 48,582 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 3,737 | 4,484 | 7,404 | 8,176 | ' |
North America [Member] | Reportable operating segments [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 91,556 | 34,273 | 162,415 | 95,796 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | -1,964 | -239 | -2,698 | -3,734 | ' |
Total Assets [Abstract] | ' | ' | ' | ' | ' |
Assets excluding unallocated goodwill | 205,463 | ' | 205,463 | ' | 117,261 |
North America [Member] | Reportable operating segments [Member] | Array [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 1,758 | 811 | 5,302 | 811 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | -61 | -135 | -744 | -135 | ' |
North America [Member] | Reportable operating segments [Member] | Power Solutions [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 36,517 | 0 | 41,554 | 0 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 1,072 | 0 | -53 | 0 | ' |
North America [Member] | Reportable operating segments [Member] | Connectivity Solutions [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 11,941 | 0 | 11,941 | 0 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | -1,299 | 0 | -1,299 | 0 | ' |
North America [Member] | Reportable operating segments [Member] | Acquired Companies [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 50,216 | 811 | 58,797 | 811 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | -288 | -135 | -2,096 | -135 | ' |
Asia [Member] | Reportable operating segments [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 87,714 | 69,602 | 199,574 | 166,362 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 3,306 | 7,915 | 9,694 | 11,026 | ' |
Total Assets [Abstract] | ' | ' | ' | ' | ' |
Assets excluding unallocated goodwill | 243,753 | ' | 243,753 | ' | 148,780 |
Asia [Member] | Reportable operating segments [Member] | TRP [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 18,228 | 25,096 | 51,060 | 46,885 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 4,200 | 4,527 | 9,311 | 8,115 | ' |
Asia [Member] | Reportable operating segments [Member] | Power Solutions [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 1,600 | 0 | 1,958 | 0 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | -3,201 | 0 | -3,363 | 0 | ' |
Asia [Member] | Reportable operating segments [Member] | Connectivity Solutions [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 749 | 0 | 749 | 0 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 112 | 0 | 112 | 0 | ' |
Asia [Member] | Reportable operating segments [Member] | Acquired Companies [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 20,577 | 25,096 | 53,767 | 46,885 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 1,111 | 4,527 | 6,060 | 8,115 | ' |
Europe [Member] | Reportable operating segments [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 44,778 | 9,313 | 72,220 | 30,029 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 3,330 | 56 | 4,271 | 672 | ' |
Total Assets [Abstract] | ' | ' | ' | ' | ' |
Assets excluding unallocated goodwill | 81,642 | ' | 81,642 | ' | 42,100 |
Europe [Member] | Reportable operating segments [Member] | TRP [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 727 | 494 | 1,912 | 886 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 115 | 92 | 343 | 196 | ' |
Europe [Member] | Reportable operating segments [Member] | Power Solutions [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 10,963 | 0 | 12,802 | 0 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 2,726 | 0 | 3,024 | 0 | ' |
Europe [Member] | Reportable operating segments [Member] | Connectivity Solutions [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 1,295 | 0 | 1,295 | 0 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 73 | 0 | 73 | 0 | ' |
Europe [Member] | Reportable operating segments [Member] | Acquired Companies [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | 12,985 | 494 | 16,009 | 886 | ' |
Income from operations [Abstract] | ' | ' | ' | ' | ' |
Income from operations | 2,914 | 92 | 3,440 | 196 | ' |
Intersegment Elimination [Member] | ' | ' | ' | ' | ' |
Total segment sales [Abstract] | ' | ' | ' | ' | ' |
Net Sales | ($67,707) | ($12,024) | ($95,783) | ($34,014) | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Income Taxes [Line Items] | ' | ' | ' | ' |
Liability for uncertain tax position that would impact effective tax rate | ' | $38.60 | ' | $2.20 |
Uncertain tax positions included in income taxes payable | ' | 0.2 | ' | 1 |
Liability for uncertain tax positions | ' | 38.4 | ' | 1.2 |
Prior year liability uncertain tax positions relating to 2011 | ' | 4.8 | ' | ' |
Decreases resulting from prior period tax positions | ' | -0.8 | -0.5 | ' |
Increase in the liability for uncertain tax positions | ' | 1.4 | ' | ' |
Interest and penalties uncertain tax positions recognized | ' | 0.7 | ' | ' |
Accrued interest and penalties uncertain tax positions | ' | 12.6 | ' | 0.2 |
Deferred tax liability | ' | 11 | ' | ' |
Deferred tax assets | ' | 1.7 | ' | ' |
Expected increase in income tax benefit | ' | 0.3 | ' | ' |
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 | ' | ' |
Power Solutions [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Accrued interest and penalties uncertain tax positions | ' | 2.5 | ' | ' |
Deferred tax assets | ' | 7.1 | ' | ' |
Array [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Deferred tax liability | ' | 0.7 | ' | ' |
Deferred tax liabilities at the date of acquisition | ' | 1 | ' | ' |
Deferred tax assets | ' | 2.1 | ' | ' |
Connectivity Solutions [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Deferred tax assets | ' | 19.1 | ' | ' |
Asia [Member] | Power Solutions [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Liability for uncertain tax position that would impact effective tax rate | ' | 35.9 | ' | ' |
Accrued interest and penalties uncertain tax positions | ' | $11.90 | ' | ' |
ACCRUED_EXPENSES_Details
ACCRUED EXPENSES (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | Power Solutions [Member] | Power Solutions [Member] | ||
Accrued expenses [Abstract] | ' | ' | ' | ' |
Sales commissions | $2,922 | $1,431 | ' | ' |
Subcontracting labor | 2,014 | 2,406 | ' | ' |
Salaries, bonuses and related benefits | 23,592 | 13,674 | ' | ' |
Litigation reserve | 0 | 723 | ' | ' |
Warranty accrual | 3,623 | 0 | ' | ' |
Other | 12,400 | 4,208 | ' | ' |
Accrued expenses | 44,551 | 22,442 | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Standard warranty period of product | ' | ' | ' | '2 years |
Schedule of warranty accrual account for the period from the acquisition date [Roll Forward] | ' | ' | ' | ' |
Beginning balance as of June 19, 2014 | ' | ' | 4,111 | ' |
Charges and costs accrued | ' | ' | 859 | ' |
Adjustments related to pre-existing warranties (including changes in estimates) | ' | ' | -35 | ' |
Less repair costs incurred | ' | ' | -1,377 | ' |
Currency transalation | ' | ' | -43 | ' |
Ending balance as of June 30, 2014 | ' | ' | $3,515 | $3,515 |
DEBT_Details
DEBT (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 |
Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | |||
LIBOR [Member] | Federal Funds Rate [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loan [Member] | Term Loan [Member] | Delayed Draw Term Loan [Member] | Delayed Draw Term Loan [Member] | Line of Credit [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | Line of Credit [Member] | New Secured Credit Agreement [Member] | New Secured Credit Agreement [Member] | ||||||||
LIBOR [Member] | Alternate Base Rate [Member] | LIBOR [Member] | Alternate Base Rate [Member] | ||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available line of credit | ' | ' | ' | ' | $30,000,000 | ' | ' | ' | ' | ' | $50,000,000 | ' | $145,000,000 | ' | $70,000,000 | ' | ' | ' | ' | ' | ' |
Line of credit, additional borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | 90,000,000 | ' | 70,000,000 | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, expiration date | ' | ' | ' | ' | 14-Oct-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, amount outstanding | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | 145,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, current borrowing capacity | ' | ' | ' | ' | 18,000,000 | 27,000,000 | 27,000,000 | ' | ' | ' | 23,000,000 | ' | ' | ' | 70,000,000 | ' | ' | ' | ' | ' | ' |
Percentage of capital stock of foreign subsidiaries given as collateralized security to line of credit (in hundredths) | ' | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on borrowings outstanding (in hundredths) | ' | ' | ' | ' | 1.40% | 2.25% | 2.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense incurred | ' | ' | 100,000 | 0 | ' | 1,900,000 | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate (in hundredths) | ' | ' | ' | ' | ' | ' | 2.00% | 1.00% | 0.50% | ' | ' | ' | ' | ' | ' | 1.00% | 1.75% | 0.75% | 1.50% | 3.00% | 2.00% |
Repayments of Lines of Credit | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowing capacity | ' | ' | ' | ' | ' | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective LIBOR rate (in hundredths) | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs | ' | ' | ' | ' | ' | 400,000 | 5,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs amortization period | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Scheduled principal payments [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 2,687,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 13,438,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 16,125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 18,812,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | 24,188,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Thereafter | 160,063,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term debt | 235,313,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: Current maturities of long-term debt | -12,094,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncurrent portion of long-term debt | $223,219,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RETIREMENT_FUND_AND_PROFIT_SHA2
RETIREMENT FUND AND PROFIT SHARING PLAN (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Balance sheet amounts [Abstract] | ' | ' | ' | ' | ' |
Minimum pension obligation and unfunded pension liability | $11,649,000 | ' | $11,649,000 | ' | $10,830,000 |
SERP [Member] | ' | ' | ' | ' | ' |
Components of SERP expense [Abstract] | ' | ' | ' | ' | ' |
Service cost | 138,000 | 139,000 | 414,000 | 417,000 | ' |
Interest cost | 135,000 | 112,000 | 405,000 | 337,000 | ' |
Amortization of adjustments | 46,000 | 77,000 | 138,000 | 231,000 | ' |
Total SERP expense | 319,000 | 328,000 | 957,000 | 985,000 | ' |
Balance sheet amounts [Abstract] | ' | ' | ' | ' | ' |
Minimum pension obligation and unfunded pension liability | 11,649,000 | ' | 11,649,000 | ' | 10,830,000 |
Amounts recognized in accumulated other comprehensive loss, pretax [Abstract] | ' | ' | ' | ' | ' |
Prior service cost | 1,094,000 | ' | 1,094,000 | ' | 1,230,000 |
Net loss | 1,004,000 | ' | 1,004,000 | ' | 1,004,000 |
Total amounts recognized in accumulated other comprehensive loss | 2,098,000 | ' | 2,098,000 | ' | 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% | ' | 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% | ' | 5.00% | ' | ' |
Compensation expense | 300,000 | 100,000 | 600,000 | 400,000 | ' |
401(k) Plan [Member] | Class A [Member] | ' | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Shares owned by plan (in shares) | 14,886 | ' | 14,886 | ' | ' |
401(k) Plan [Member] | Class B [Member] | ' | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Shares owned by plan (in shares) | 181,831 | ' | 181,831 | ' | ' |
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 | $200,000 | $200,000 | ' |
Non-defined Retirement Fund [Member] | Class A [Member] | ' | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Shares owned by plan (in shares) | 3,323 | ' | 3,323 | ' | ' |
Non-defined Retirement Fund [Member] | Class B [Member] | ' | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' |
Shares owned by plan (in shares) | 17,342 | ' | 17,342 | ' | ' |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Details) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | |
Accumulated other comprehensive loss [Abstract] | ' | ' | |
Foreign currency translation adjustment, net of taxes of ($20) and $77 at September 30, 2014 and December 31, 2013 | ($4,350) | $1,904 | |
Unrealized holding gains on available-for-sale securities, net of taxes of $227 and $169 as of September 30, 2014 and December 31, 2013 | 377 | 282 | |
Unfunded SERP liability, net of taxes of ($652) and ($693) as of September 30, 2014 and December 31, 2013 | -1,446 | -1,541 | |
Accumulated other comprehensive loss, tax [Abstract] | ' | ' | |
Foreign currency translation adjustment, tax | -20 | 77 | |
Unrealized holding gains on available-for-sale securities, tax | 227 | 169 | |
Unfunded SERP liability, tax | -652 | -693 | |
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | ' | ' | |
Balance at beginning of period | 645 | ' | |
Other comprehensive income (loss) before reclassifications | -6,159 | ' | |
Amounts reclassified from accumulated other comprehensive income (loss) | 95 | ' | |
Net current period other comprehensive income (loss) | -6,064 | ' | |
Balance at end of period | -5,419 | ' | |
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 | -6,254 | ' | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | ' | |
Net current period other comprehensive income (loss) | -6,254 | ' | |
Balance at end of period | -4,350 | ' | |
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 | 95 | ' | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | ' | |
Net current period other comprehensive income (loss) | 95 | ' | |
Balance at end of period | 377 | ' | |
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) | 95 | [1] | ' |
Net current period other comprehensive income (loss) | 95 | ' | |
Balance at end of period | ($1,446) | ' | |
[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. |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Oct. 02, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | Subsequent Event [Member] | SynQor, Inc [Member] | SynQor, Inc [Member] | Molex Inc [Member] | Power Solutions [Member] | Power Solutions [Member] |
Defendant | Patent | |||||
Leases [Abstract] | ' | ' | ' | ' | ' | ' |
Future minimum lease payments for operating leases | ' | ' | ' | ' | $7.30 | $15.30 |
Other commitments [Abstract] | ' | ' | ' | ' | ' | ' |
Outstanding purchase orders related to raw materials | ' | ' | ' | ' | 19.3 | 23.4 |
Outstanding purchase orders related to capital expenditures | ' | ' | ' | ' | 0.5 | 3 |
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Number of defendants | ' | 11 | ' | ' | ' | ' |
Damages Awarded | ' | 0.7 | 10.9 | ' | ' | ' |
Damages covered through indemnification agreement | ' | 0.7 | 2.1 | ' | ' | ' |
Number of patents | ' | ' | ' | 3 | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Estimated liability | $12 | ' | ' | ' | ' | ' |