Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Entity Information [Line Items] | ||
Entity Registrant Name | BEL FUSE INC /NJ | |
Entity Central Index Key | 729580 | |
Current Fiscal Year End Date | -19 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Class A Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,174,912 | |
Class B Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,656,777 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $78,632 | $77,138 |
Accounts receivable, net of allowance for doubtful accounts of $1,394 in 2015 and $1,989 in 2014 | 93,820 | 99,605 |
Inventories | 111,908 | 113,630 |
Other current assets | 19,411 | 20,283 |
Total current assets | 303,771 | 310,656 |
Property, plant and equipment, net | 67,830 | 70,661 |
Intangible assets, net | 90,686 | 95,502 |
Goodwill | 117,678 | 117,573 |
Deferred income taxes | 9,982 | 7,933 |
Other assets | 32,965 | 33,700 |
Total assets | 622,912 | 636,025 |
Current Liabilities: | ||
Accounts payable | 63,442 | 61,926 |
Accrued expenses | 36,240 | 42,588 |
Current portion of long-term debt | 14,781 | 13,438 |
Other current liabilities | 7,798 | 3,850 |
Total current liabilities | 122,261 | 121,802 |
Long-term Liabilities: | ||
Long-term debt | 206,156 | 219,187 |
Liability for uncertain tax positions | 40,781 | 39,767 |
Minimum pension obligation and unfunded pension liability | 14,469 | 14,205 |
Deferred income taxes | 15,358 | 15,865 |
Other liabilities | 3,901 | 448 |
Total liabilities | 402,926 | 411,274 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, no par value, 1,000,000 shares authorized; none issued | 0 | 0 |
Additional paid-in capital | 22,348 | 21,626 |
Retained earnings | 218,660 | 213,901 |
Accumulated other comprehensive loss | -22,208 | -11,962 |
Total stockholders' equity | 219,986 | 224,751 |
Total liabilities and stockholders' equity | 622,912 | 636,025 |
Class A [Member] | ||
Stockholders' Equity: | ||
Common Stock | 217 | 217 |
Class B [Member] | ||
Stockholders' Equity: | ||
Common Stock | $969 | $969 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Current Assets | ||
Accounts receivable, allowance for doubtful accounts | $1,394 | $1,989 |
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) | 9,663,527 | 9,686,777 |
Common stock, treasury shares (in shares) | 3,218,307 | 3,218,307 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net sales | $142,015 | $82,646 |
Cost of sales | 114,890 | 68,576 |
Gross profit | 27,125 | 14,070 |
Selling, general and administrative expense | 17,608 | 11,189 |
Restructuring charges | 158 | 0 |
Income from operations | 9,359 | 2,881 |
Interest expense | -2,179 | -30 |
Interest income and other, net | 402 | 51 |
Earnings before provision for income taxes | 7,582 | 2,902 |
Provision for income taxes | 2,014 | 399 |
Net earnings available to common stockholders | 5,568 | 2,503 |
Class A [Member] | ||
Net earnings available to common stockholders | 970 | 442 |
Net earnings per common share: | ||
Common share - basic and diluted (in dollars per share) | $0.45 | $0.20 |
Weighted-average number of shares outstanding: | ||
Common share - basic and diluted (in shares) | 2,175 | 2,175 |
Dividends paid per common share: | ||
Common share (in dollars per share) | $0.06 | $0.06 |
Class B [Member] | ||
Net earnings available to common stockholders | $4,598 | $2,061 |
Net earnings per common share: | ||
Common share - basic and diluted (in dollars per share) | $0.48 | $0.22 |
Weighted-average number of shares outstanding: | ||
Common share - basic and diluted (in shares) | 9,670 | 9,335 |
Dividends paid per common share: | ||
Common share (in dollars per share) | $0.07 | $0.07 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) [Abstract] | ||
Net earnings available to common stockholders | $5,568 | $2,503 |
Other comprehensive (loss) income: | ||
Currency translation adjustment, net of taxes of ($160) in 2015 and $34 in 2014 | -10,364 | 169 |
Unrealized holding gains on marketable securities arising during the period, net of taxes of $33 in 2015 and $17 and 2014 | 54 | 28 |
Change in unfunded SERP liability, net of taxes of $28 in 2015 and $14 in 2014 | 64 | 32 |
Other comprehensive (loss) income | -10,246 | 229 |
Comprehensive (loss) income | ($4,678) | $2,732 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Other comprehensive (loss) income: | ||
Currency translation adjustment, tax | ($160) | $34 |
Unrealized holding gain on marketable securities arising during the period, tax | 33 | 17 |
Change in unfunded SERP liability, tax | $28 | $14 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net earnings available to common stockholders | $5,568 | $2,503 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 5,325 | 3,406 |
Stock-based compensation | 722 | 546 |
Amortization of deferred financing costs | 516 | 0 |
Deferred income taxes | -986 | 58 |
Net unrealized gains on foreign currency revaluation | -4,606 | -184 |
Other, net | -268 | 404 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,566 | 6,490 |
Inventories | 251 | 2,052 |
Account payable | 2,408 | -6,301 |
Accrued expenses | -5,781 | -5,912 |
Other operating assets/liabilities, net | 8,478 | -1,226 |
Net cash provided by operating activities | 16,193 | 1,836 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | -2,750 | -1,242 |
Proceeds from disposal/sale of property, plant and equipment | 5 | 21 |
Net cash used in investing activities | -2,745 | -1,221 |
Cash flows from financing activities: | ||
Dividends paid to common stockholders | -764 | -755 |
Payment of deferred financing costs | -10 | 0 |
Borrowings under revolving credit line | 4,500 | 0 |
Repayments of revolving credit line | -4,500 | -8,000 |
Reduction in notes payable | -5 | -50 |
Repayments of long-term debt | -11,688 | 0 |
Net cash used in financing activities | -12,467 | -8,805 |
Effect of exchange rate changes on cash and cash equivalents | 513 | -27 |
Net increase (decrease) in cash and cash equivalents | 1,494 | -8,217 |
Cash and cash equivalents - beginning of period | 77,138 | 62,123 |
Cash and cash equivalents - end of period | 78,632 | 53,906 |
Cash paid during the period for: | ||
Income taxes, net of refunds received | 1,044 | 676 |
Interest payment | $1,667 | $11 |
BASIS_OF_PRESENTATION_AND_ACCO
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 3 Months Ended | |
Mar. 31, 2015 | ||
BASIS OF PRESENTATION AND ACCOUNTING POLICIES [Abstract] | ||
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 1 | BASIS OF PRESENTATION AND ACCOUNTING POLICIES |
The condensed consolidated balance sheet as of March 31, 2015, and the condensed consolidated statements of operations, comprehensive (loss) income and cash flows for the periods presented herein have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for all periods presented have been made. The results for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated 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, 2014. | ||
Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted from the following condensed consolidated financial statements pursuant to the rules and regulations of the SEC. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates. | ||
On June 19, 2014, we completed our acquisition of 100% of the issued and outstanding capital stock of the Power-One Power Solutions business ("Power Solutions") from ABB Ltd. On July 25, 2014, we completed our 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, we completed our 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". As of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminary fair values and the Company's condensed consolidated results of operations for the three months ended March 31, 2015 include the operating results of the acquired companies. | ||
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, 2014. There were no significant changes to these accounting policies during the three months ended March 31, 2015. | ||
All amounts included in the tables to these notes to condensed consolidated financial statements, except per share amounts, are in thousands. | ||
Recently Adopted Accounting Standards | ||
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 was adopted by the Company effective January 1, 2015. The effects of this guidance will depend on future disposals by the Company. | ||
Accounting Standards Issued But Not Yet Adopted | ||
In April 2015, the FASB issued guidance on simplifying the balance sheet presentation of debt issuance costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early application is permitted. Management does not believe that the adoption of this guidance will have any material impact on the Company's condensed consolidated financial position or results of operations. | ||
In January 2015, the FASB issued guidance on simplifying the income statement presentation by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. This amendment is effective for annual periods beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on our condensed consolidated 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 events 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 condensed consolidated financial position or results of operations. | ||
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 condensed consolidated financial position or results of operations. | ||
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 condensed consolidated financial statements, if any, including which transition method it will adopt. |
ACQUISITIONS_AND_DISPOSITION
ACQUISITIONS AND DISPOSITION | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
ACQUISITIONS AND DISPOSITION [Abstract] | |||||||||||||
ACQUISITIONS AND DISPOSITION | 2. ACQUISITIONS AND DISPOSITION | ||||||||||||
Acquisitions | |||||||||||||
On June 19, 2014, the Company completed its acquisition of Power Solutions for $109.9 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. In connection with its acquisition of Power Solutions, the Company acquired a 49% interest in a joint venture in the People's Republic of China ("PRC"). The Company provisionally assigned no value to this investment. See Note 15, Related Party Transactions, for additional information. | |||||||||||||
On July 25, 2014, the Company completed its acquisition of the U.S. and U.K. entities of Connectivity Solutions. On August 29, 2014, the China portion of the transaction closed. The Company paid a total of $98.8 million for Connectivity Solutions, net of cash acquired and including a working capital adjustment. Connectivity Solutions 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. | |||||||||||||
During the three months ended March 31, 2015, the Company incurred $0.4 million of acquisition-related costs associated with the independent valuations of and separate independent audits of the 2014 Acquisitions. These costs are included in selling, general and administrative expense on the condensed consolidated statements of operations. | |||||||||||||
Fair Value Estimate of Assets Acquired and Liabilities Assumed | |||||||||||||
With respect to the 2014 Acquisitions, we are continuing our review of our fair value estimate of assets acquired and liabilities assumed during the measurement period, which will conclude as soon as we receive the information we are seeking about facts and circumstances that existed as of the respective acquisition dates, or learn that more information is not available. This measurement period will not exceed one year from the respective acquisition dates. | |||||||||||||
The table below depicts the Company's fair value estimates of assets acquired and liabilities assumed as of the respective acquisition dates. There were no measurement period adjustments recorded during the three months ended March 31, 2015. The amounts noted in the table below are provisional since the valuations of property and equipment, intangible assets acquired, legal reserves, contingent liabilities, income and non-income based taxes and goodwill are still under review. Accordingly, there could be material adjustments to our condensed consolidated financial statements, including changes to our depreciation and amortization expense related to the valuation of property and equipment and intangible assets acquired and their respective useful lives, among other adjustments. The portion of goodwill, if any, that will be deductible for tax purposes has yet to be determined. | |||||||||||||
Power Solutions | Connectivity Solutions | 2014 Acquisitions | |||||||||||
June 19, | July 25/August 29, | Acquisition-Date | |||||||||||
2014 | 2014(1) | Fair Values | |||||||||||
(As adjusted) | (As adjusted) | (As adjusted) | |||||||||||
Cash | $ | 20,912 | $ | 6,544 | $ | 27,456 | |||||||
Accounts receivable | 29,389 | 9,375 | 38,764 | ||||||||||
Inventories | 36,429 | 17,632 | 54,061 | ||||||||||
Other current assets | 7,350 | 2,615 | 9,965 | ||||||||||
Property, plant and equipment | 28,175 | 9,900 | 38,075 | ||||||||||
Intangible assets | 33,220 | 40,000 | 73,220 | ||||||||||
Other assets | 19,171 | 2,345 | 21,516 | ||||||||||
Total identifiable assets | 174,646 | 88,411 | 263,057 | ||||||||||
Accounts payable | (26,180 | ) | (10,682 | ) | (36,862 | ) | |||||||
Accrued expenses | (25,545 | ) | (5,307 | ) | (30,852 | ) | |||||||
Other current liabilities | 223 | (57 | ) | 166 | |||||||||
Noncurrent liabilities | (42,062 | ) | (17,314 | ) | (59,376 | ) | |||||||
Total liabilities assumed | (93,564 | ) | (33,360 | ) | (126,924 | ) | |||||||
Net identifiable assets acquired | 81,082 | 55,051 | 136,133 | ||||||||||
Goodwill | 49,710 | 50,306 | 100,016 | ||||||||||
Net assets acquired | $ | 130,792 | $ | 105,357 | $ | 236,149 | |||||||
Cash paid | $ | 130,792 | $ | 105,357 | $ | 236,149 | |||||||
Assumption of liability | - | - | - | ||||||||||
Fair value of consideration | |||||||||||||
transferred | 130,792 | 105,357 | 236,149 | ||||||||||
Deferred consideration | - | - | - | ||||||||||
Total consideration paid | $ | 130,792 | $ | 105,357 | $ | 236,149 | |||||||
(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 dates. | |||||||||||||
The results of operations of the 2014 Acquired Companies have been included in the Company's condensed consolidated financial statements for the period subsequent to their respective acquisition dates. During the three months ended March 31, 2015, the 2014 Acquired Companies contributed revenue of $58.8 million, and operating income of approximately $5.9 million, to the Company's condensed consolidated financial results. There was no operating activity related to the 2014 Acquisitions during the three months ended March 31, 2014. | |||||||||||||
The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the aggregate results of Power Solutions and Connectivity Solutions for the periods presented as if the 2014 Acquisitions had occurred on January 1, 2013, along with certain pro forma adjustments. 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 January 1, 2013, nor is the pro forma data intended to be a projection of results that may be obtained in the future: | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2014 | |||||||||||||
Revenue | $ | 160,637 | |||||||||||
Net earnings | 1,658 | ||||||||||||
Earnings per Class A common share - basic and diluted | $ | 0.13 | |||||||||||
Earnings per Class B common share - basic and diluted | $ | 0.15 | |||||||||||
Disposition – Sale of NPS | |||||||||||||
On January 23, 2015, the Company completed the sale of the Network Power Systems ("NPS") product line and related transactions of the acquired Power Solutions business to Unipower LLC ("Unipower") for $9.0 million in cash. The sale also included $1.0 million of escrow pending Unipower's realization of certain sales targets. The net proceeds of $9 million from the sale were used to repay outstanding borrowings in accordance with the provisions of the Credit and Security Agreement (see Note 8, Debt). The transaction provides that Bel will move processes and people to Unipower under an interim transition services agreement and Bel will also continue to manufacture the NPS products for up to 24 months under a manufacturing services agreement. | |||||||||||||
As a result of the sale and related transactions, the Company recorded deferred revenue of $9.0 million and recognized net sales of $0.9 million in the condensed consolidated statement of operations for the three months ended March 31, 2015. The Company will recognize the $1 million currently in escrow when and if Unipower realizes certain sales targets and such amount would be included in interest income and other, net on the condensed consolidated statements of operations. |
RESTRUCTURING_ACTIVITIES
RESTRUCTURING ACTIVITIES | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
RESTRUCTURING ACTIVITIES [Abstract] | |||||||||||||||||
RESTRUCTURING ACTIVITIES | 3 | RESTRUCTURING ACTIVITIES | |||||||||||||||
Activity and liability balances related to restructuring costs for the three months ended March 31, 2015 are as follows: | |||||||||||||||||
Liability at | Cash Payments | Liability at | |||||||||||||||
December 31, | New | and Other | March 31, | ||||||||||||||
2014 | Charges | Settlements | 2015 | ||||||||||||||
Severance costs | $ | - | $ | 158 | $ | (85 | ) | $ | 73 | ||||||||
Other restructuring costs | - | - | - | - | |||||||||||||
Total | $ | - | $ | 158 | $ | (85 | ) | $ | 73 | ||||||||
During the three months ended March 31, 2015, the Company incurred the restructuring costs noted above in connection with the U.K. facility consolidations and additional restructuring at Cinch US. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2015 | |
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; and | |
Level 3 – Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions. | |
As of March 31, 2015 and December 31, 2014, the Company held certain financial assets that are measured at fair value on a recurring basis. These consisted of securities that are among the Company's investments in a rabbi trust which are intended to fund the Company's Supplemental Executive Retirement Plan ("SERP") obligations, and other marketable securities described below. The securities that are held in the rabbi trust are categorized as available-for-sale securities and are included as other assets in the accompanying condensed consolidated balance sheets at March 31, 2015 and December 31, 2014. The gross unrealized gains associated with the investment securities held in the rabbi trust were $0.8 million and $0.7 million at March 31, 2015 and December 31, 2014, respectively. Such unrealized gains are included, net of tax, in accumulated other comprehensive loss. | |
As of March 31, 2015 and December 31, 2014, the Company had marketable securities with a combined fair value of less than $0.1 million at each date, and gross unrealized gains of less than $0.1 million at each date. Such unrealized gains are included, net of tax, in accumulated other comprehensive income. The fair value of the equity securities is determined based on quoted market prices in public markets and is categorized as Level 1. As of March 31, 2015 and December 31, 2014, our available-for-sale securities, which primarily consist of investments held in a rabbi trust of $6.6 million and $6.5 million, respectively, are measured at fair value using quoted prices in active markets for identical assets (Level 1) inputs. 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 three months ended March 31, 2015 or March 31, 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 three months ended March 31, 2015. | |
There were no financial assets accounted for at fair value on a nonrecurring basis as of March 31, 2015 or December 31, 2014. | |
The Company has other financial instruments, such as cash and cash equivalents, accounts receivable, restricted cash, accounts payable, accrued expenses and notes payable, 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 (Level 2 inputs). At March 31, 2015, the estimated fair value of long-term debt was $223.8 million compared to a carrying amount of $220.9 million. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of March 31, 2015. | |
Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets and long-lived assets, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment on the occurrence of a triggering event or, in the case of goodwill and indefinite-lived intangible assets, on at least an annual basis. There were no triggering events that occurred during the three months ended March 31, 2015 or 2014 that would warrant interim impairment testing. |
INVENTORIES
INVENTORIES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
INVENTORIES [Abstract] | |||||||||
INVENTORIES | 5. INVENTORIES | ||||||||
The components of inventories are as follows: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Raw materials | $ | 52,113 | $ | 51,638 | |||||
Work in progress | 16,809 | 16,128 | |||||||
Finished goods | 42,986 | 45,864 | |||||||
Inventories | $ | 111,908 | $ | 113,630 |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |||||||||
PROPERTY, PLANT AND EQUIPMENT | 6 | PROPERTY, PLANT AND EQUIPMENT | |||||||
Property, plant and equipment consist of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 3,278 | $ | 3,293 | |||||
Buildings and improvements | 30,651 | 31,067 | |||||||
Machinery and equipment | 118,942 | 117,973 | |||||||
Construction in progress | 4,467 | 4,764 | |||||||
157,338 | 157,097 | ||||||||
Accumulated depreciation | (89,508 | ) | (86,436 | ) | |||||
Property, plant and equipment, net | $ | 67,830 | $ | 70,661 | |||||
Depreciation expense for the three months ended March 31, 2015 and 2014 was $3.8 million and $2.8 million, respectively. |
ACCRUED_EXPENSES
ACCRUED EXPENSES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
ACCRUED EXPENSES [Abstract] | |||||||||
ACCRUED EXPENSES | 7. ACCRUED EXPENSES | ||||||||
Accrued expenses consist of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Sales commissions | $ | 2,776 | $ | 3,017 | |||||
Subcontracting labor | 2,449 | 2,217 | |||||||
Salaries, bonuses and related benefits | 14,944 | 17,964 | |||||||
Warranty accrual | 4,333 | 6,032 | |||||||
Other | 11,738 | 13,358 | |||||||
$ | 36,240 | $ | 42,588 | ||||||
Warranties vary by product line and are competitive for the markets in which the Company operates. Warranties generally extend for one to three years from the date of sale. The Company reviews its warranty liability quarterly based on an analysis of actual expenses and failure rates accompanied with estimated future costs and projected failure rate trends. Factors taken into consideration when evaluating our warranty reserve are (i) historical claims for each product, (ii) volume increases, (iii) life of warranty, (iv) historical warranty repair costs and (v) 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 three months ended March 31, 2015 is presented below: | |||||||||
March 31, | |||||||||
2015 | |||||||||
Beginning balance as of January 1, 2015 | $ | 6,032 | |||||||
Charges and costs accrued | 1,288 | ||||||||
Adjustments related to pre-existing warranties (including changes in estimates) | (947 | ) | |||||||
Less repair costs incurred | (523 | ) | |||||||
Less cash settlements | (1,522 | ) | |||||||
Currency translation | 5 | ||||||||
Ending balance as of March 31, 2015 | $ | 4,333 |
DEBT
DEBT | 3 Months Ended | |
Mar. 31, 2015 | ||
DEBT [Abstract] | ||
DEBT | 8 | DEBT |
On June 19, 2014, the Company entered into a senior Credit and Security Agreement with KeyBank National Association ("KeyBank") (as amended, the "Credit and Security Agreement" or "CSA"). The CSA 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") and matures on June 18, 2019. During 2014, the Company borrowed an aggregate amount of $238.0 million under the CSA to fund the 2014 Acquisitions. The Company had outstanding borrowings of $220.9 million and $232.6 million under the CSA at March 31, 2015 and December 31, 2014, respectively. | ||
The weighted-average interest rate in effect was 2.96% at March 31, 2015 and 2.94% at December 31, 2014 and consisted of LIBOR plus the Company's credit spread, as determined per the terms of the CSA. The Company incurred $2.2 million of interest expense during the three months ended March 31, 2015. | ||
The CSA 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 CSA 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 March 31, 2015, the Company was in compliance with its debt covenants, including its most restrictive covenant, the Leverage Ratio. The unused credit available under the credit facility at March 31, 2015 was $27.0 million. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
INCOME TAXES [Abstract] | |||||||||
INCOME TAXES | 9. INCOME TAXES | ||||||||
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 March 31, 2015. An immaterial amount of previously recorded liabilities for uncertain tax positions relates principally to the 2011 tax year. The statute of limitations related to these liabilities is scheduled to expire on September 15, 2015. | |||||||||
The Company's liabilities for uncertain tax positions are included in the following balance sheet captions: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Income taxes payable | $ | 37 | $ | 203 | |||||
Liability for uncertain tax positions | 40,781 | 39,767 | |||||||
$ | 40,818 | $ | 39,970 | ||||||
Of the amounts noted in the table above, $2.9 million at March 31, 2015 and $2.8 million at December 31, 2014, if recognized, would reduce the Company's effective tax rate. | |||||||||
As part of the acquisition of Power Solutions the Company acquired a $35.8 million liability for uncertain tax positions. Of this amount, $12.0 million relates to 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.) for the years 2004 through 2006. The Company also acquired a liability for additional uncertain tax positions related to various tax matters for the years 2007 through 2013. Resolution of these tax matters are being actively pursued with the applicable taxing authority. From the date of acquisition through March 31, 2015, the Company has recorded $2.1 million of interest and penalties pertaining to this issue and will continue to accrue approximately $2.5 million annually until the issue is resolved. | |||||||||
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 three months ended March 31, 2015 and 2014, the Company recognized $0.9 million and an immaterial amount, respectively, in interest and penalties in the condensed consolidated statements of operations. During the three months ended March 31, 2015, the Company recognized a benefit of an immaterial amount for the reversal of such interest and penalties. The Company has approximately $2.5 million and $1.6 million, accrued for the payment of such interest and penalties at March 31, 2015 and December 31, 2014, respectively, which is included in both income taxes payable and liability for uncertain tax positions in the condensed consolidated balance sheets. | |||||||||
Upon completion of the acquisitions of Power Solutions and Connectivity Solutions, there were net deferred tax assets of $7.1 million and $1.2 million, respectively, arising from various temporary differences and net operating loss carry forward acquired, which are included in the condensed consolidated balance sheet at March 31, 2015. In connection with the 2014 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 $3.1 million and $16.4 million, respectively, for the Power Solutions and Connectivity Solutions acquisitions. At March 31, 2015, a net deferred tax liability of $7.5 million remains on the condensed consolidated balance sheet for the 2014 Acquisitions. These amounts are preliminary since the measurement period for the 2014 Acquisitions is still open. The amounts will be finalized prior to the conclusion of the measurement period, which will not exceed one year from the respective acquisition dates. See Note 2 for further information about the 2014 Acquisitions. | |||||||||
The Company intends to make elections to step up the tax basis to fair value under IRC Section 338(g) for the Power Solutions acquisitions and for certain jurisdictions with respect to the Connectivity Solutions acquisition. The elections made under Section 338(g) only affect U.S. income taxes (not those of the foreign country where the acquired entities were incorporated). | |||||||||
On December 31, 2013, under the "American Taxpayer Relief Act" ("ATRA"), the Research and Experimentation credit ("R&E") expired. On December 16, 2014, the R&E credit was extended back to January 1, 2014. The R&E credits for the year ending 2015 have not been extended. | |||||||||
The Company continues to monitor proposed legislation affecting the taxation of transfers of U.S. intangible property and other potential tax law changes. |
RETIREMENT_FUND_AND_PROFIT_SHA
RETIREMENT FUND AND PROFIT SHARING PLAN | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
RETIREMENT FUND AND PROFIT SHARING PLAN [Abstract] | |||||||||
RETIREMENT FUND AND PROFIT SHARING PLAN | 10. RETIREMENT FUND AND PROFIT SHARING PLAN | ||||||||
The Company maintains the Bel Fuse Inc. Employees' Savings Plan, a defined contribution plan that is intended to meet the applicable requirements for tax-qualification under sections 401(a) and (k) of the Internal Revenue Code of 1986, as amended (the "Code"). The Employees' Savings Plan allows eligible employees to voluntarily contribute a percentage of their eligible compensation, subject to Code limitations, which contributions are matched by the Company. For plan years beginning on and after January 1, 2012, the Company's matching contributions are made in cash and are equal to 100% of the first 1% of compensation contributed by participants, and 50% of the next 5% of compensation contributed by participants. Prior to January 1, 2012, the Company's matching and profit sharing contributions were made in the form of shares of Bel Fuse Inc. Class A and Class B common stock. The expense for the three months ended March 31, 2015 and 2014 amounted to $0.3 million and $0.2 million, respectively. As of March 31, 2015, the plan owned 13,940 and 173,683 shares of Bel Fuse Inc. Class A and Class B common stock, respectively. | |||||||||
The Company's subsidiaries in Asia have a retirement fund covering substantially all of their Hong Kong based full-time employees. Eligible employees contribute up to 5% of salary to the fund. In addition, the Company must contribute a minimum of 5% of eligible salary, as determined by Hong Kong government regulations. The Company currently contributes 7% of eligible salary in cash or Company stock. The expense for the three months ended March 31, 2015 and 2014 amounted to approximately $0.1 million in both periods. As of March 31, 2015, the plan owned 3,323 and 17,342 shares of Bel Fuse Inc. Class A and Class B common stock, respectively. | |||||||||
The Company maintains a SERP, which is designed to provide a limited group of key management and highly compensated employees of the Company with supplemental retirement and death benefits. As discussed in Note 4 above, the Company has investments in a rabbi trust which are intended to fund the obligations of the SERP. | |||||||||
The components of SERP expense are as follows: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Service cost | $ | 138 | $ | 138 | |||||
Interest cost | 142 | 135 | |||||||
Net amortization | 92 | 46 | |||||||
Net periodic benefit cost | $ | 372 | $ | 319 | |||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Balance sheet amounts: | |||||||||
Minimum pension obligation | |||||||||
and unfunded pension liability | $ | 14,469 | $ | 14,205 | |||||
Amounts recognized in accumulated | |||||||||
other comprehensive loss, pretax: | |||||||||
Prior service cost | $ | 1,002 | $ | 1,048 | |||||
Net loss | 3,256 | 3,302 | |||||||
$ | 4,258 | $ | 4,350 |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 11. ACCUMULATED OTHER COMPREHENSIVE LOSS | |||||||||||||||||
The components of accumulated other comprehensive loss at March 31, 2015 and December 31, 2014 are summarized below: | ||||||||||||||||||
March 31, | December 31, | |||||||||||||||||
2015 | 2014 | |||||||||||||||||
Foreign currency translation adjustment, net of taxes of ($302) at | ||||||||||||||||||
March 31, 2015 and ($142) at December 31, 2014 | $ | (19,729 | ) | $ | (9,365 | ) | ||||||||||||
Unrealized holding gains on available-for-sale securities, net of taxes of | ||||||||||||||||||
$293 at March 31, 2015 and $259 at December 31, 2014 | 483 | 429 | ||||||||||||||||
Unfunded SERP liability, net of taxes of ($1,297) at March 31, 2015 | ||||||||||||||||||
and ($1,325) at December 31, 2014 | (2,962 | ) | (3,026 | ) | ||||||||||||||
Accumulated other comprehensive loss | $ | (22,208 | ) | $ | (11,962 | ) | ||||||||||||
Changes in accumulated other comprehensive loss by component during the three months ended March 31, 2015 are as follows. All amounts are net of tax. | ||||||||||||||||||
Unrealized Holding | ||||||||||||||||||
Foreign Currency | Gains on | |||||||||||||||||
Translation | Available-for- | Unfunded | ||||||||||||||||
Adjustment | Sale Securities | SERP Liability | Total | |||||||||||||||
Balance at January 1, 2015 | $ | (9,365 | ) | $ | 429 | $ | (3,026 | ) | $ | (11,962 | ) | |||||||
Other comprehensive (loss) income before reclassifications | (10,364 | ) | 54 | - | (10,310 | ) | ||||||||||||
Amount reclassified from accumulated other | ||||||||||||||||||
comprehensive loss | - | - | 64 | (a) | 64 | |||||||||||||
Net current period other comprehensive (loss) income | (10,364 | ) | 54 | 64 | (10,246 | ) | ||||||||||||
Balance at March 31, 2015 | $ | (19,729 | ) | $ | 483 | $ | (2,962 | ) | $ | (22,208 | ) | |||||||
(a) 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 | ||||||||||||||||||
classification of the plan participants. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES |
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, 2014 for the details of all of Bel's material pending lawsuits. | |
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 CAFC heard oral arguments from the parties on this matter on March 2, 2015. The Court is expected to render its decision in the June-July 2015 timeframe. | |
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 as a liability for uncertain tax positions on 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 other assets on the accompanying condensed consolidated balance sheet at March 31, 2015. | |
The Company, through its subsidiary Cinch Connectors Inc., is a defendant in an asbestos lawsuit captioned Richard Skrzypek vs. Adience Inc., et al. The lawsuit was filed in the Circuit Court for the County of Wayne in the State of Michigan. The complaint was amended to include Cinch Connectors Inc. and other defendants on November 13, 2014. The Company filed its answer to the complaint on January 23, 2015. | |
The Company is not a party to any other legal proceeding, the adverse outcome of which is likely to have a material adverse effect on the Company's condensed consolidated financial condition or results of operations. |
SEGMENTS
SEGMENTS | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
SEGMENTS [Abstract] | |||||||||||||
SEGMENTS | 13. SEGMENTS | ||||||||||||
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 net sales and income from operations. The following is a summary of key financial data: | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Net Sales to External Customers: | |||||||||||||
North America | $ | 76,760 | $ | 28,732 | |||||||||
Asia | 45,521 | 43,048 | |||||||||||
Europe | 19,734 | 10,866 | |||||||||||
$ | 142,015 | $ | 82,646 | ||||||||||
Net Sales: | |||||||||||||
North America | $ | 87,017 | $ | 31,454 | |||||||||
Asia | 73,149 | 49,891 | |||||||||||
Europe | 41,537 | 10,892 | |||||||||||
Less intercompany net sales | (59,688 | ) | (9,591 | ) | |||||||||
$ | 142,015 | $ | 82,646 | ||||||||||
Income from Operations: | |||||||||||||
North America | $ | 3,506 | $ | 882 | |||||||||
Asia | 666 | 1,673 | |||||||||||
Europe | 5,187 | 326 | |||||||||||
$ | 9,359 | $ | 2,881 | ||||||||||
Net Sales – Segment net sales are attributed to individual segments based on the geographic source of the billing for such customer sales. Intercompany sales include finished products manufactured in foreign countries which are then transferred to the United States and Europe for sale; finished goods manufactured in the United States which are transferred to Europe and Asia for sale; and semi-finished components manufactured in the United States which are sold to Asia for further processing. Income from operations represents net sales less operating costs and expenses and does not include any amounts related to intercompany transactions. | |||||||||||||
The following items are included in the segment data presented above: | |||||||||||||
Recent Acquisitions – The 2014 Acquisitions contributed to Bel's segment sales and income from operations during the three months ended March 31, 2015 as follows: | |||||||||||||
Power | Connectivity | 2014 | |||||||||||
Solutions | Solutions | Acquisitions | |||||||||||
Sales to External Customers: | |||||||||||||
North America | $ | 33,400 | $ | 14,489 | $ | 47,889 | |||||||
Asia | 350 | 1,078 | 1,428 | ||||||||||
Europe | 7,915 | 1,578 | 9,493 | ||||||||||
Total | $ | 41,665 | $ | 17,145 | $ | 58,810 | |||||||
Income from Operations: | |||||||||||||
North America | $ | 1,135 | $ | 936 | $ | 2,071 | |||||||
Asia | (832 | ) | (166 | ) | (998 | ) | |||||||
Europe | 4,621 | 181 | 4,802 | ||||||||||
Total | $ | 4,924 | $ | 951 | $ | 5,875 |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
EARNINGS PER SHARE [Abstract] | |||||||||
EARNINGS PER SHARE | 14 | EARNINGS PER SHARE | |||||||
The following table sets forth the calculation of basic and diluted net earnings per common share under the two-class method for the three months ended March 31, 2015 and 2014: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net earnings | $ | 5,568 | $ | 2,503 | |||||
Less dividends declared: | |||||||||
Class A | 131 | 130 | |||||||
Class B | 678 | 654 | |||||||
Undistributed earnings | $ | 4,759 | $ | 1,719 | |||||
Undistributed earnings allocation - basic and diluted: | |||||||||
Class A undistributed earnings | $ | 839 | $ | 312 | |||||
Class B undistributed earnings | 3,920 | 1,407 | |||||||
Total undistributed earnings | $ | 4,759 | $ | 1,719 | |||||
Net earnings allocation - basic and diluted: | |||||||||
Class A net earnings | $ | 970 | $ | 442 | |||||
Class B net earnings | 4,598 | 2,061 | |||||||
Net earnings | $ | 5,568 | $ | 2,503 | |||||
Denominator: | |||||||||
Weighted-average shares outstanding: | |||||||||
Class A - basic and diluted | 2,175 | 2,175 | |||||||
Class B - basic and diluted | 9,670 | 9,335 | |||||||
Net earnings per share: | |||||||||
Class A - basic and diluted | $ | 0.45 | $ | 0.2 | |||||
Class B - basic and diluted | $ | 0.48 | $ | 0.22 |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 15. RELATED PARTY TRANSACTIONS |
In connection with the acquisition of Power Solutions in 2014, the Company maintains minority ownership in a joint venture in the PRC. See Note 2, Acquisitions and Disposition. The joint venture may purchase raw components and other goods from the Company and may sell finished goods to the Company as well as to other third parties. The Company paid $1.2 million for inventory purchases from the joint venture during the three months ended March 31, 2015. At March 31, 2015, the Company owed the joint venture approximately $0.8 million, which is included in accounts payable on the condensed consolidated balance sheet. |
BASIS_OF_PRESENTATION_AND_ACCO1
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES [Abstract] | |
Recent Accounting Pronouncements | Recently Adopted Accounting Standards |
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 was adopted by the Company effective January 1, 2015. The effects of this guidance will depend on future disposals by the Company. |
ACQUISITIONS_AND_DISPOSITION_T
ACQUISITIONS AND DISPOSITION (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Acquired assets and liabilities [Line Items] | |||||||||||||
Unaudited pro forma consolidated results of operations information | The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the aggregate results of Power Solutions and Connectivity Solutions for the periods presented as if the 2014 Acquisitions had occurred on January 1, 2013, along with certain pro forma adjustments. 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 January 1, 2013, nor is the pro forma data intended to be a projection of results that may be obtained in the future: | ||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2014 | |||||||||||||
Revenue | $ | 160,637 | |||||||||||
Net earnings | 1,658 | ||||||||||||
Earnings per Class A common share - basic and diluted | $ | 0.13 | |||||||||||
Earnings per Class B common share - basic and diluted | $ | 0.15 | |||||||||||
Power Solutions and Connectivity Solutions [Member] | |||||||||||||
Acquired assets and liabilities [Line Items] | |||||||||||||
Schedule of acquisition date fair values of assets acquired and liabilities assumed | The table below depicts the Company's fair value estimates of assets acquired and liabilities assumed as of the respective acquisition dates. There were no measurement period adjustments recorded during the three months ended March 31, 2015. The amounts noted in the table below are provisional since the valuations of property and equipment, intangible assets acquired, legal reserves, contingent liabilities, income and non-income based taxes and goodwill are still under review. Accordingly, there could be material adjustments to our condensed consolidated financial statements, including changes to our depreciation and amortization expense related to the valuation of property and equipment and intangible assets acquired and their respective useful lives, among other adjustments. The portion of goodwill, if any, that will be deductible for tax purposes has yet to be determined. | ||||||||||||
Power Solutions | Connectivity Solutions | 2014 Acquisitions | |||||||||||
June 19, | July 25/August 29, | Acquisition-Date | |||||||||||
2014 | 2014(1) | Fair Values | |||||||||||
(As adjusted) | (As adjusted) | (As adjusted) | |||||||||||
Cash | $ | 20,912 | $ | 6,544 | $ | 27,456 | |||||||
Accounts receivable | 29,389 | 9,375 | 38,764 | ||||||||||
Inventories | 36,429 | 17,632 | 54,061 | ||||||||||
Other current assets | 7,350 | 2,615 | 9,965 | ||||||||||
Property, plant and equipment | 28,175 | 9,900 | 38,075 | ||||||||||
Intangible assets | 33,220 | 40,000 | 73,220 | ||||||||||
Other assets | 19,171 | 2,345 | 21,516 | ||||||||||
Total identifiable assets | 174,646 | 88,411 | 263,057 | ||||||||||
Accounts payable | (26,180 | ) | (10,682 | ) | (36,862 | ) | |||||||
Accrued expenses | (25,545 | ) | (5,307 | ) | (30,852 | ) | |||||||
Other current liabilities | 223 | (57 | ) | 166 | |||||||||
Noncurrent liabilities | (42,062 | ) | (17,314 | ) | (59,376 | ) | |||||||
Total liabilities assumed | (93,564 | ) | (33,360 | ) | (126,924 | ) | |||||||
Net identifiable assets acquired | 81,082 | 55,051 | 136,133 | ||||||||||
Goodwill | 49,710 | 50,306 | 100,016 | ||||||||||
Net assets acquired | $ | 130,792 | $ | 105,357 | $ | 236,149 | |||||||
Cash paid | $ | 130,792 | $ | 105,357 | $ | 236,149 | |||||||
Assumption of liability | - | - | - | ||||||||||
Fair value of consideration | |||||||||||||
transferred | 130,792 | 105,357 | 236,149 | ||||||||||
Deferred consideration | - | - | - | ||||||||||
Total consideration paid | $ | 130,792 | $ | 105,357 | $ | 236,149 | |||||||
(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 dates. |
RESTRUCTURING_ACTIVITIES_Table
RESTRUCTURING ACTIVITIES (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
RESTRUCTURING ACTIVITIES [Abstract] | |||||||||||||||||
Activity and liability balances related to restructuring cost | Activity and liability balances related to restructuring costs for the three months ended March 31, 2015 are as follows: | ||||||||||||||||
Liability at | Cash Payments | Liability at | |||||||||||||||
December 31, | New | and Other | March 31, | ||||||||||||||
2014 | Charges | Settlements | 2015 | ||||||||||||||
Severance costs | $ | - | $ | 158 | $ | (85 | ) | $ | 73 | ||||||||
Other restructuring costs | - | - | - | - | |||||||||||||
Total | $ | - | $ | 158 | $ | (85 | ) | $ | 73 |
INVENTORIES_Tables
INVENTORIES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
INVENTORIES [Abstract] | |||||||||
Components of inventories | The components of inventories are as follows: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Raw materials | $ | 52,113 | $ | 51,638 | |||||
Work in progress | 16,809 | 16,128 | |||||||
Finished goods | 42,986 | 45,864 | |||||||
Inventories | $ | 111,908 | $ | 113,630 |
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |||||||||
Property, plant and equipment | Property, plant and equipment consist of the following: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 3,278 | $ | 3,293 | |||||
Buildings and improvements | 30,651 | 31,067 | |||||||
Machinery and equipment | 118,942 | 117,973 | |||||||
Construction in progress | 4,467 | 4,764 | |||||||
157,338 | 157,097 | ||||||||
Accumulated depreciation | (89,508 | ) | (86,436 | ) | |||||
Property, plant and equipment, net | $ | 67,830 | $ | 70,661 |
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
ACCRUED EXPENSES [Abstract] | |||||||||
Accrued expenses | Accrued expenses consist of the following: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Sales commissions | $ | 2,776 | $ | 3,017 | |||||
Subcontracting labor | 2,449 | 2,217 | |||||||
Salaries, bonuses and related benefits | 14,944 | 17,964 | |||||||
Warranty accrual | 4,333 | 6,032 | |||||||
Other | 11,738 | 13,358 | |||||||
$ | 36,240 | $ | 42,588 | ||||||
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 three months ended March 31, 2015 is presented below: | ||||||||
March 31, | |||||||||
2015 | |||||||||
Beginning balance as of January 1, 2015 | $ | 6,032 | |||||||
Charges and costs accrued | 1,288 | ||||||||
Adjustments related to pre-existing warranties (including changes in estimates) | (947 | ) | |||||||
Less repair costs incurred | (523 | ) | |||||||
Less cash settlements | (1,522 | ) | |||||||
Currency translation | 5 | ||||||||
Ending balance as of March 31, 2015 | $ | 4,333 |
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
INCOME TAXES [Abstract] | |||||||||
Reconciliation amount of liability for uncertain tax positions | The Company's liabilities for uncertain tax positions are included in the following balance sheet captions: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Income taxes payable | $ | 37 | $ | 203 | |||||
Liability for uncertain tax positions | 40,781 | 39,767 | |||||||
$ | 40,818 | $ | 39,970 |
RETIREMENT_FUND_AND_PROFIT_SHA1
RETIREMENT FUND AND PROFIT SHARING PLAN (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
RETIREMENT FUND AND PROFIT SHARING PLAN [Abstract] | |||||||||
Components of SERP expense | The components of SERP expense are as follows: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Service cost | $ | 138 | $ | 138 | |||||
Interest cost | 142 | 135 | |||||||
Net amortization | 92 | 46 | |||||||
Net periodic benefit cost | $ | 372 | $ | 319 | |||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Balance sheet amounts: | |||||||||
Minimum pension obligation | |||||||||
and unfunded pension liability | $ | 14,469 | $ | 14,205 | |||||
Amounts recognized in accumulated | |||||||||
other comprehensive loss, pretax: | |||||||||
Prior service cost | $ | 1,002 | $ | 1,048 | |||||
Net loss | 3,256 | 3,302 | |||||||
$ | 4,258 | $ | 4,350 |
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||||||||||||||||
Components of accumulated other comprehensive (loss) income | The components of accumulated other comprehensive loss at March 31, 2015 and December 31, 2014 are summarized below: | |||||||||||||||||
March 31, | December 31, | |||||||||||||||||
2015 | 2014 | |||||||||||||||||
Foreign currency translation adjustment, net of taxes of ($302) at | ||||||||||||||||||
March 31, 2015 and ($142) at December 31, 2014 | $ | (19,729 | ) | $ | (9,365 | ) | ||||||||||||
Unrealized holding gains on available-for-sale securities, net of taxes of | ||||||||||||||||||
$293 at March 31, 2015 and $259 at December 31, 2014 | 483 | 429 | ||||||||||||||||
Unfunded SERP liability, net of taxes of ($1,297) at March 31, 2015 | ||||||||||||||||||
and ($1,325) at December 31, 2014 | (2,962 | ) | (3,026 | ) | ||||||||||||||
Accumulated other comprehensive loss | $ | (22,208 | ) | $ | (11,962 | ) | ||||||||||||
Changes in accumulated other comprehensive loss by component | Changes in accumulated other comprehensive loss by component during the three months ended March 31, 2015 are as follows. All amounts are net of tax. | |||||||||||||||||
Unrealized Holding | ||||||||||||||||||
Foreign Currency | Gains on | |||||||||||||||||
Translation | Available-for- | Unfunded | ||||||||||||||||
Adjustment | Sale Securities | SERP Liability | Total | |||||||||||||||
Balance at January 1, 2015 | $ | (9,365 | ) | $ | 429 | $ | (3,026 | ) | $ | (11,962 | ) | |||||||
Other comprehensive (loss) income before reclassifications | (10,364 | ) | 54 | - | (10,310 | ) | ||||||||||||
Amount reclassified from accumulated other | ||||||||||||||||||
comprehensive loss | - | - | 64 | (a) | 64 | |||||||||||||
Net current period other comprehensive (loss) income | (10,364 | ) | 54 | 64 | (10,246 | ) | ||||||||||||
Balance at March 31, 2015 | $ | (19,729 | ) | $ | 483 | $ | (2,962 | ) | $ | (22,208 | ) | |||||||
(a) 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 | ||||||||||||||||||
classification of the plan participants. |
SEGMENTS_Tables
SEGMENTS (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
SEGMENTS [Abstract] | |||||||||||||
Key financial data | The following is a summary of key financial data: | ||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Net Sales to External Customers: | |||||||||||||
North America | $ | 76,760 | $ | 28,732 | |||||||||
Asia | 45,521 | 43,048 | |||||||||||
Europe | 19,734 | 10,866 | |||||||||||
$ | 142,015 | $ | 82,646 | ||||||||||
Net Sales: | |||||||||||||
North America | $ | 87,017 | $ | 31,454 | |||||||||
Asia | 73,149 | 49,891 | |||||||||||
Europe | 41,537 | 10,892 | |||||||||||
Less intercompany net sales | (59,688 | ) | (9,591 | ) | |||||||||
$ | 142,015 | $ | 82,646 | ||||||||||
Income from Operations: | |||||||||||||
North America | $ | 3,506 | $ | 882 | |||||||||
Asia | 666 | 1,673 | |||||||||||
Europe | 5,187 | 326 | |||||||||||
$ | 9,359 | $ | 2,881 | ||||||||||
Components of segment sales, income from operations and total assets | The 2014 Acquisitions contributed to Bel's segment sales and income from operations during the three months ended March 31, 2015 as follows: | ||||||||||||
Power | Connectivity | 2014 | |||||||||||
Solutions | Solutions | Acquisitions | |||||||||||
Sales to External Customers: | |||||||||||||
North America | $ | 33,400 | $ | 14,489 | $ | 47,889 | |||||||
Asia | 350 | 1,078 | 1,428 | ||||||||||
Europe | 7,915 | 1,578 | 9,493 | ||||||||||
Total | $ | 41,665 | $ | 17,145 | $ | 58,810 | |||||||
Income from Operations: | |||||||||||||
North America | $ | 1,135 | $ | 936 | $ | 2,071 | |||||||
Asia | (832 | ) | (166 | ) | (998 | ) | |||||||
Europe | 4,621 | 181 | 4,802 | ||||||||||
Total | $ | 4,924 | $ | 951 | $ | 5,875 |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
EARNINGS PER SHARE [Abstract] | |||||||||
Earnings and weighted-average shares outstanding used in the computation of basic and diluted earnings per share | The following table sets forth the calculation of basic and diluted net earnings per common share under the two-class method for the three months ended March 31, 2015 and 2014: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net earnings | $ | 5,568 | $ | 2,503 | |||||
Less dividends declared: | |||||||||
Class A | 131 | 130 | |||||||
Class B | 678 | 654 | |||||||
Undistributed earnings | $ | 4,759 | $ | 1,719 | |||||
Undistributed earnings allocation - basic and diluted: | |||||||||
Class A undistributed earnings | $ | 839 | $ | 312 | |||||
Class B undistributed earnings | 3,920 | 1,407 | |||||||
Total undistributed earnings | $ | 4,759 | $ | 1,719 | |||||
Net earnings allocation - basic and diluted: | |||||||||
Class A net earnings | $ | 970 | $ | 442 | |||||
Class B net earnings | 4,598 | 2,061 | |||||||
Net earnings | $ | 5,568 | $ | 2,503 | |||||
Denominator: | |||||||||
Weighted-average shares outstanding: | |||||||||
Class A - basic and diluted | 2,175 | 2,175 | |||||||
Class B - basic and diluted | 9,670 | 9,335 | |||||||
Net earnings per share: | |||||||||
Class A - basic and diluted | $ | 0.45 | $ | 0.2 | |||||
Class B - basic and diluted | $ | 0.48 | $ | 0.22 |
BASIS_OF_PRESENTATION_AND_ACCO2
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details) | 0 Months Ended | |
Jun. 19, 2014 | Jul. 25, 2014 | |
Power Solutions [Member] | ||
Business Acquisition and Disposition [Line Items] | ||
Acquisition date | 19-Jun-14 | |
Acquisition of issued and outstanding capital stock (in hundredths) | 100.00% | |
Emerson [Member] | ||
Business Acquisition and Disposition [Line Items] | ||
Acquisition date | 25-Jul-14 | |
Acquisition of issued and outstanding capital stock (in hundredths) | 100.00% |
ACQUISITIONS_AND_DISPOSITION_D
ACQUISITIONS AND DISPOSITION (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 23, 2015 | Jun. 19, 2014 | Jun. 19, 2014 | Jul. 25, 2014 | Dec. 31, 2014 | ||
Business Acquisition and Disposition [Line Items] | ||||||||
Revenues | $142,015,000 | $82,646,000 | ||||||
Operating income | 9,359,000 | 2,881,000 | ||||||
Liabilities assumed [Abstract] | ||||||||
Goodwill | 117,678,000 | 117,573,000 | ||||||
Network Power Systems [Member] | ||||||||
Business Acquisition and Disposition [Line Items] | ||||||||
Revenues | 900,000 | |||||||
Disposition Sale of NPS [Abstract] | ||||||||
Proceeds from sale of business | 9,000,000 | |||||||
Proceeds from sale of business in escrow | 1,000,000 | |||||||
Number of months of manufacturing service agreement | 24 months | |||||||
Deferred revenue | 9,000,000 | |||||||
Power Solutions [Member] | ||||||||
Business Acquisition and Disposition [Line Items] | ||||||||
Payment for acquisitions, net of cash acquired | 109,900,000 | |||||||
Percentages of owned joint venture investment (in hundredths) | 49.00% | 49.00% | ||||||
Assets acquired [Abstract] | ||||||||
Cash | 20,912,000 | 20,912,000 | ||||||
Accounts receivable | 29,389,000 | 29,389,000 | ||||||
Inventories | 36,429,000 | 36,429,000 | ||||||
Other current assets | 7,350,000 | 7,350,000 | ||||||
Property, plant and equipment | 28,175,000 | 28,175,000 | ||||||
Intangible assets | 33,220,000 | 33,220,000 | ||||||
Other assets | 19,171,000 | 19,171,000 | ||||||
Total identifiable assets | 174,646,000 | 174,646,000 | ||||||
Liabilities assumed [Abstract] | ||||||||
Accounts payable | -26,180,000 | -26,180,000 | ||||||
Accrued expenses | -25,545,000 | -25,545,000 | ||||||
Other current liabilities | 223,000 | 223,000 | ||||||
Noncurrent liabilities | -42,062,000 | -42,062,000 | ||||||
Total liabilities assumed | -93,564,000 | -93,564,000 | ||||||
Net identifiable assets acquired | 81,082,000 | 81,082,000 | ||||||
Goodwill | 49,710,000 | 49,710,000 | ||||||
Net assets acquired | 130,792,000 | 130,792,000 | ||||||
Consideration transferred [Abstract] | ||||||||
Cash Paid | 130,792,000 | |||||||
Assumption of liability | 0 | |||||||
Fair value of consideration transferred | 130,792,000 | |||||||
Deferred consideration | 0 | |||||||
Total consideration paid | 130,792,000 | |||||||
2014 Acquired Companies [Member] | ||||||||
Business Acquisition and Disposition [Line Items] | ||||||||
Acquisition-related costs | 400,000 | |||||||
Revenues | 58,800,000 | |||||||
Operating income | 5,900,000 | |||||||
Unaudited Pro forma Consolidated Results of Operations [Abstract] | ||||||||
Revenue | 160,637,000 | |||||||
Net earnings | 1,658,000 | |||||||
2014 Acquired Companies [Member] | Acquisition Date Fair Values (As adjusted) [Member] | ||||||||
Assets acquired [Abstract] | ||||||||
Cash | 27,456,000 | |||||||
Accounts receivable | 38,764,000 | |||||||
Inventories | 54,061,000 | |||||||
Other current assets | 9,965,000 | |||||||
Property, plant and equipment | 38,075,000 | |||||||
Intangible assets | 73,220,000 | |||||||
Other assets | 21,516,000 | |||||||
Total identifiable assets | 263,057,000 | |||||||
Liabilities assumed [Abstract] | ||||||||
Accounts payable | -36,862,000 | |||||||
Accrued expenses | -30,852,000 | |||||||
Other current liabilities | 166,000 | |||||||
Noncurrent liabilities | -59,376,000 | |||||||
Total liabilities assumed | -126,924,000 | |||||||
Net identifiable assets acquired | 136,133,000 | |||||||
Goodwill | 100,016,000 | |||||||
Net assets acquired | 236,149,000 | |||||||
Consideration transferred [Abstract] | ||||||||
Cash Paid | 236,149,000 | |||||||
Assumption of liability | 0 | |||||||
Fair value of consideration transferred | 236,149,000 | |||||||
Deferred consideration | 0 | |||||||
Total consideration paid | 236,149,000 | |||||||
2014 Acquired Companies [Member] | Class A [Member] | ||||||||
Unaudited Pro forma Consolidated Results of Operations [Abstract] | ||||||||
Earnings per common share - basic and diluted (in dollars per share) | $0.13 | |||||||
2014 Acquired Companies [Member] | Class B [Member] | ||||||||
Unaudited Pro forma Consolidated Results of Operations [Abstract] | ||||||||
Earnings per common share - basic and diluted (in dollars per share) | $0.15 | |||||||
Connectivity Solutions [Member] | ||||||||
Business Acquisition and Disposition [Line Items] | ||||||||
Payment for acquisitions, net of cash acquired | 98,800,000 | |||||||
Assets acquired [Abstract] | ||||||||
Cash | 6,544,000 | [1] | ||||||
Accounts receivable | 9,375,000 | [1] | ||||||
Inventories | 17,632,000 | [1] | ||||||
Other current assets | 2,615,000 | [1] | ||||||
Property, plant and equipment | 9,900,000 | [1] | ||||||
Intangible assets | 40,000,000 | [1] | ||||||
Other assets | 2,345,000 | [1] | ||||||
Total identifiable assets | 88,411,000 | [1] | ||||||
Liabilities assumed [Abstract] | ||||||||
Accounts payable | -10,682,000 | [1] | ||||||
Accrued expenses | -5,307,000 | [1] | ||||||
Other current liabilities | -57,000 | [1] | ||||||
Noncurrent liabilities | -17,314,000 | [1] | ||||||
Total liabilities assumed | -33,360,000 | [1] | ||||||
Net identifiable assets acquired | 55,051,000 | [1] | ||||||
Goodwill | 50,306,000 | [1] | ||||||
Net assets acquired | 105,357,000 | [1] | ||||||
Consideration transferred [Abstract] | ||||||||
Cash Paid | 105,357,000 | [1] | ||||||
Assumption of liability | 0 | [1] | ||||||
Fair value of consideration transferred | 105,357,000 | [1] | ||||||
Deferred consideration | 0 | [1] | ||||||
Total consideration paid | $105,357,000 | [1] | ||||||
[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 dates. |
RESTRUCTURING_ACTIVITIES_Detai
RESTRUCTURING ACTIVITIES (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Activity and liability balances related to restructuring costs [Roll Forward] | |||
Liability, Beginning balance | $0 | ||
New Charges | 158 | 0 | |
Cash Payment and Other Settlements | -85 | ||
Liability, Ending balance | 73 | ||
Severance Costs [Member] | |||
Activity and liability balances related to restructuring costs [Roll Forward] | |||
Liability, Beginning balance | 0 | ||
New Charges | 158 | ||
Cash Payment and Other Settlements | -85 | ||
Liability, Ending balance | 73 | ||
Other Restructuring Costs [Member] | |||
Activity and liability balances related to restructuring costs [Roll Forward] | |||
Liability, Beginning balance | 0 | ||
Liability, Ending balance | $0 | $0 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
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 | $54,000 | $28,000 | |
Combined fair value of available-for-sale securities | 100,000 | 100,000 | |
Gross unrealized gains | 100,000 | 100,000 | |
Transfers in out between levels | 0 | 0 | |
Fair value of long-term debt | 223,800,000 | ||
Carrying amount of long-term debt | 220,900,000 | ||
Investments held in Rabbi Trust [Member] | SERP [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 | 800,000 | 700,000 | |
Available-for-sale securities measured at fair value | $6,600,000 | $6,500,000 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Components of inventories [Abstract] | ||
Raw materials | $52,113 | $51,638 |
Work in progress | 16,809 | 16,128 |
Finished goods | 42,986 | 45,864 |
Inventories | $111,908 | $113,630 |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | $157,338,000 | $157,097,000 | |
Accumulated depreciation | -89,508,000 | -86,436,000 | |
Property, plant and equipment, net | 67,830,000 | 70,661,000 | |
Depreciation expense | 3,800,000 | 2,800,000 | |
Land [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 3,278,000 | 3,293,000 | |
Buildings and Improvements [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 30,651,000 | 31,067,000 | |
Machinery and Equipment [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 118,942,000 | 117,973,000 | |
Construction in Progress [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | $4,467,000 | $4,764,000 |
ACCRUED_EXPENSES_Details
ACCRUED EXPENSES (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Accrued expenses [Abstract] | ||
Sales commissions | $2,776 | $3,017 |
Subcontracting labor | 2,449 | 2,217 |
Salaries, bonuses and related benefits | 14,944 | 17,964 |
Warranty accrual | 4,333 | 6,032 |
Other | 11,738 | 13,358 |
Accrued expenses | 36,240 | 42,588 |
Schedule of warranty accrual account for the period from the acquisition date [Roll Forward] | ||
Beginning balance as of beginning of period | 6,032 | |
Charges and costs accrued | 1,288 | |
Adjustments related to pre-existing warranties (including changes in estimates) | -947 | |
Less repair costs incurred | -523 | |
Less cash settlements | -1,522 | |
Currency translation | 5 | |
Ending balance as of end of period | $4,333 | |
Minimum [Member] | ||
Business Acquisition and Disposition [Line Items] | ||
Warranty period of product | 1 year | |
Maximum [Member] | ||
Business Acquisition and Disposition [Line Items] | ||
Warranty period of product | 3 years |
DEBT_Details
DEBT (Details) (New Secured Credit Agreement [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Outstanding borrowings | $220.90 | $232.60 |
Maturity date | 18-Jun-19 | |
Aggregate amount of line of credit | 238 | |
Interest rate on borrowings outstanding (in hundredths) | 2.96% | 2.94% |
Interest expense incurred | 2.2 | |
Line of credit, current borrowing capacity | 27 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Available line of credit | 50 | |
Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Available line of credit | 145 | |
Delayed Draw Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Available line of credit | $70 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||
Income taxes payable | $37,000 | $203,000 | |
Liability for uncertain tax positions | 40,781,000 | 39,767,000 | |
Unrecognized tax benefit | 40,818,000 | 39,970,000 | |
Liability for uncertain tax position that would impact effective tax rate | 2,900,000 | 2,800,000 | |
Interest and penalties uncertain tax positions recognized | 900,000 | 0 | |
Accrued interest and penalties uncertain tax positions | 2,500,000 | 1,600,000 | |
Deferred tax liability, net | 7,500,000 | ||
Power Solutions [Member] | |||
Income Taxes [Line Items] | |||
Interest and penalties uncertain tax positions recognized | 2,100,000 | ||
Interest and penalties uncertain tax positions recognized until various tax matters are resolved | 2,500,000 | ||
Deferred tax assets | 7,100,000 | ||
Deferred tax liability | 3,100,000 | ||
Connectivity Solutions [Member] | |||
Income Taxes [Line Items] | |||
Deferred tax assets | 1,200,000 | ||
Deferred tax liability | 16,400,000 | ||
Asia [Member] | Power Solutions [Member] | |||
Income Taxes [Line Items] | |||
Additions relating to acquisitions | 35,800,000 | ||
Foreign jurisdictions [Member] | Asia [Member] | Power Solutions [Member] | |||
Income Taxes [Line Items] | |||
Additions relating to acquisitions | $12,000,000 |
RETIREMENT_FUND_AND_PROFIT_SHA2
RETIREMENT FUND AND PROFIT SHARING PLAN (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Balance sheet amounts [Abstract] | |||
Minimum pension obligation and unfunded pension liability | $14,469,000 | $14,205,000 | |
SERP [Member] | |||
Components of SERP expense [Abstract] | |||
Service cost | 138,000 | 138,000 | |
Interest cost | 142,000 | 135,000 | |
Net amortization | 92,000 | 46,000 | |
Net periodic benefit cost | 372,000 | 319,000 | |
Balance sheet amounts [Abstract] | |||
Minimum pension obligation and unfunded pension liability | 14,469,000 | 14,205,000 | |
Amounts recognized in accumulated other comprehensive loss, pretax [Abstract] | |||
Prior service cost | 1,002,000 | 1,048,000 | |
Net loss | 3,256,000 | 3,302,000 | |
Total amounts recognized in accumulated other comprehensive loss | 4,258,000 | 4,350,000 | |
401(k) Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer match of the first 1% of compensation contributed by participants (in hundredths) | 100.00% | ||
Percentage of participant contribution under condition one (in hundredths) | 1.00% | ||
Employer match of the next 5% compensation contributed by participants (in hundredths) | 50.00% | ||
Percentage of employee deferrals under condition two (in hundredths) | 5.00% | ||
Compensation expense | 300,000 | 200,000 | |
401(k) Plan [Member] | Class A [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares owned by plan (in shares) | 13,940 | ||
401(k) Plan [Member] | Class B [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares owned by plan (in shares) | 173,683 | ||
Non-defined Retirement Fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Compensation expense | $100,000 | $100,000 | |
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% | ||
Non-defined Retirement Fund [Member] | Class A [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares owned by plan (in shares) | 3,323 | ||
Non-defined Retirement Fund [Member] | Class B [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares owned by plan (in shares) | 17,342 |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | |
Accumulated other comprehensive loss [Abstract] | |||
Foreign currency translation adjustment, net of taxes of ($302) and ($142) at March 31, 2015 and December 31, 2014, respectively | ($19,729) | ($9,365) | |
Unrealized holding gains on available-for-sale securities, net of taxes of $293 and $259 as of March 31, 2015 and December 31, 2014, respectively | 483 | 429 | |
Unfunded SERP liability, net of taxes of ($1,297) and ($1,325) as of March 31, 2015 and December 31, 2014, respectively | -2,962 | -3,026 | |
Accumulated other comprehensive loss, tax [Abstract] | |||
Foreign currency translation adjustment, tax | -302 | -142 | |
Unrealized holding gains on available-for-sale securities, tax | 293 | 259 | |
Unfunded SERP liability, tax | -1,297 | -1,325 | |
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | |||
Balance at beginning of period | -11,962 | ||
Other comprehensive (loss) income before reclassifications | -10,310 | ||
Amount reclassified from accumulated other comprehensive loss | 64 | ||
Net current period other comprehensive (loss) income | -10,246 | ||
Balance at end of period | -22,208 | ||
Foreign Currency Translation Adjustment [Member] | |||
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | |||
Balance at beginning of period | -9,365 | ||
Other comprehensive (loss) income before reclassifications | -10,364 | ||
Amount reclassified from accumulated other comprehensive loss | 0 | ||
Net current period other comprehensive (loss) income | -10,364 | ||
Balance at end of period | -19,729 | ||
Unrealized Holding Gains on Available-for-Sale Securities [Member] | |||
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | |||
Balance at beginning of period | 429 | ||
Other comprehensive (loss) income before reclassifications | 54 | ||
Amount reclassified from accumulated other comprehensive loss | 0 | ||
Net current period other comprehensive (loss) income | 54 | ||
Balance at end of period | 483 | ||
Unfunded SERP Liability [Member] | |||
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | |||
Balance at beginning of period | -3,026 | ||
Other comprehensive (loss) income before reclassifications | 0 | ||
Amount reclassified from accumulated other comprehensive loss | 64 | [1] | |
Net current period other comprehensive (loss) income | 64 | ||
Balance at end of period | ($2,962) | ||
[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 classification of the plan participants. |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Defendant | Patent | ||
Loss Contingencies [Line Items] | |||
Estimated liability | $12 | ||
SynQor, Inc [Member] | |||
Loss Contingencies [Line Items] | |||
Number of defendants | 11 | ||
Damages awarded | 10.9 | 0.7 | |
Damages covered through indemnification agreement | $2.10 | ||
Molex Inc [Member] | |||
Loss Contingencies [Line Items] | |||
Number of patents | 2 | 3 |
SEGMENTS_Details
SEGMENTS (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment | ||
Industry | ||
SEGMENTS [Abstract] | ||
Number of industry in which entity operates | 1 | |
Number of reportable operating segments | 3 | |
Summary of key financial data [Abstract] | ||
Net Sales | $142,015 | $82,646 |
Income from operations | 9,359 | 2,881 |
Reportable Operating Segments [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 142,015 | 82,646 |
Income from operations | 9,359 | 2,881 |
Reportable Operating Segments [Member] | Power Solutions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 41,665 | |
Income from operations | 4,924 | |
Reportable Operating Segments [Member] | Connectivity Solutions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 17,145 | |
Income from operations | 951 | |
Reportable Operating Segments [Member] | 2014 Acquisitions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 58,810 | |
Income from operations | 5,875 | |
North America [Member] | Reportable Operating Segments [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 76,760 | 28,732 |
Net Sales | 87,017 | 31,454 |
Income from operations | 3,506 | 882 |
North America [Member] | Reportable Operating Segments [Member] | Power Solutions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 33,400 | |
Income from operations | 1,135 | |
North America [Member] | Reportable Operating Segments [Member] | Connectivity Solutions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 14,489 | |
Income from operations | 936 | |
North America [Member] | Reportable Operating Segments [Member] | 2014 Acquisitions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 47,889 | |
Income from operations | 2,071 | |
Asia [Member] | Reportable Operating Segments [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 45,521 | 43,048 |
Net Sales | 73,149 | 49,891 |
Income from operations | 666 | 1,673 |
Asia [Member] | Reportable Operating Segments [Member] | Power Solutions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 350 | |
Income from operations | -832 | |
Asia [Member] | Reportable Operating Segments [Member] | Connectivity Solutions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 1,078 | |
Income from operations | -166 | |
Asia [Member] | Reportable Operating Segments [Member] | 2014 Acquisitions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 1,428 | |
Income from operations | -998 | |
Europe [Member] | Reportable Operating Segments [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 19,734 | 10,866 |
Net Sales | 41,537 | 10,892 |
Income from operations | 5,187 | 326 |
Europe [Member] | Reportable Operating Segments [Member] | Power Solutions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 7,915 | |
Income from operations | 4,621 | |
Europe [Member] | Reportable Operating Segments [Member] | Connectivity Solutions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 1,578 | |
Income from operations | 181 | |
Europe [Member] | Reportable Operating Segments [Member] | 2014 Acquisitions [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales to External Customers | 9,493 | |
Income from operations | 4,802 | |
Intersegment Elimination [Member] | ||
Summary of key financial data [Abstract] | ||
Net Sales | ($59,688) | ($9,591) |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share by Two Class Method [Line Items] | ||
Potential common shares outstanding which would have had a dilutive effect on earnings per share (in shares) | 0 | 0 |
Numerator [Abstract] | ||
Net earnings available to common stockholders | $5,568 | $2,503 |
Undistributed earnings | 4,759 | 1,719 |
Undistributed earnings allocation - basic and diluted [Abstract] | ||
Total undistributed earnings | 4,759 | 1,719 |
Net earnings allocation basic and diluted [Abstract] | ||
Net earnings available to common stockholders | 5,568 | 2,503 |
Class A [Member] | ||
Numerator [Abstract] | ||
Net earnings available to common stockholders | 970 | 442 |
Less Dividends declared: | 131 | 130 |
Undistributed earnings allocation - basic and diluted [Abstract] | ||
Total undistributed earnings | 839 | 312 |
Net earnings allocation basic and diluted [Abstract] | ||
Net earnings available to common stockholders | 970 | 442 |
Weighted-average number of shares outstanding: | ||
Common share - basic and diluted (in shares) | 2,175 | 2,175 |
Earnings per share [Abstract] | ||
Common share - basic and diluted (in dollars per share) | $0.45 | $0.20 |
Class B [Member] | ||
Numerator [Abstract] | ||
Net earnings available to common stockholders | 4,598 | 2,061 |
Less Dividends declared: | 678 | 654 |
Undistributed earnings allocation - basic and diluted [Abstract] | ||
Total undistributed earnings | 3,920 | 1,407 |
Net earnings allocation basic and diluted [Abstract] | ||
Net earnings available to common stockholders | $4,598 | $2,061 |
Weighted-average number of shares outstanding: | ||
Common share - basic and diluted (in shares) | 9,670 | 9,335 |
Earnings per share [Abstract] | ||
Common share - basic and diluted (in dollars per share) | $0.48 | $0.22 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
RELATED PARTY TRANSACTIONS [Abstract] | |
Inventory purchase payment from joint venture | $1.20 |
Joint venture liability | $0.80 |