Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 02, 2016 | |
Entity Information [Line Items] | ||
Entity Registrant Name | BEL FUSE INC /NJ | |
Entity Central Index Key | 729,580 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Class A Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,714,912 | |
Class B Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,690,652 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 69,045 | $ 85,040 |
Accounts receivable, net of allowance for doubtful accounts of $1,865 in 2016 and $1,747 in 2015 | 76,856 | 86,268 |
Inventories | 99,981 | 98,510 |
Other current assets | 13,072 | 10,653 |
Total current assets | 258,954 | 280,471 |
Property, plant and equipment, net | 55,985 | 57,611 |
Intangible assets, net | 81,656 | 87,827 |
Goodwill | 17,479 | 121,634 |
Deferred income taxes | 3,162 | 8,304 |
Other assets | 27,445 | 27,524 |
Total assets | 444,681 | 583,371 |
Current Liabilities: | ||
Accounts payable | 49,134 | 49,798 |
Accrued expenses | 32,816 | 38,323 |
Current portion of long-term debt | 9,896 | 24,772 |
Other current liabilities | 7,759 | 8,959 |
Total current liabilities | 99,605 | 121,852 |
Long-term Liabilities: | ||
Long-term debt | 152,017 | 158,776 |
Liability for uncertain tax positions | 38,721 | 40,295 |
Minimum pension obligation and unfunded pension liability | 15,448 | 15,576 |
Deferred income taxes | 4,718 | 13,176 |
Other liabilities | 349 | 574 |
Total liabilities | $ 310,858 | $ 350,249 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, no par value, 1,000,000 shares authorized; none issued | $ 0 | $ 0 |
Additional paid-in capital | 25,144 | 24,440 |
Retained earnings | 127,862 | 229,371 |
Accumulated other comprehensive loss | (20,369) | (21,876) |
Total stockholders' equity | 133,823 | 233,122 |
Total liabilities and stockholders' equity | 444,681 | 583,371 |
Class A [Member] | ||
Stockholders' Equity: | ||
Common Stock | 217 | 217 |
Class B [Member] | ||
Stockholders' Equity: | ||
Common Stock | $ 969 | $ 970 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Accounts receivable, allowance for doubtful accounts | $ 1,865 | $ 1,747 |
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) | 9,691,402 | 9,701,977 |
Common stock, treasury shares (in shares) | 3,218,307 | 3,218,307 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net sales | $ 121,182 | $ 142,015 |
Cost of sales | 98,108 | 115,202 |
Gross profit | 23,074 | 26,813 |
Selling, general and administrative expense | 17,670 | 17,608 |
Impairment of goodwill and other intangible assets | 108,583 | 0 |
Restructuring charges | 228 | 158 |
(Loss) income from operations | (103,407) | 9,047 |
Interest expense | (2,201) | (2,179) |
Interest income and other, net | 40 | 402 |
(Loss) earnings before (benefit) provision for income taxes | (105,568) | 7,270 |
(Benefit) provision for income taxes | (4,872) | 1,950 |
Net (loss) earnings available to common stockholders | (100,696) | 5,320 |
Class A [Member] | ||
Net (loss) earnings available to common stockholders | $ (17,729) | $ 927 |
Net earnings per common share: | ||
Common share - basic and diluted (in dollars per share) | $ (8.15) | $ 0.43 |
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 (loss) earnings available to common stockholders | $ (82,967) | $ 4,393 |
Net earnings per common share: | ||
Common share - basic and diluted (in dollars per share) | $ (8.55) | $ 0.45 |
Weighted-average number of shares outstanding: | ||
Common share - basic and diluted (in shares) | 9,701 | 9,670 |
Dividends paid per common share: | ||
Common share (in dollars per share) | $ 0.07 | $ 0.07 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | ||
Net (loss) earnings available to common stockholders | $ (100,696) | $ 5,320 |
Other comprehensive income (loss): | ||
Currency translation adjustment, net of taxes of $0 in 2016 and ($160) in 2015 | 1,029 | (10,335) |
Unrealized holding gains on marketable securities arising during the period, net of taxes of $27 in 2016 and $33 and 2015 | 43 | 54 |
Change in unfunded SERP liability, net of taxes of $72 in 2016 and $28 in 2015 | 434 | 64 |
Other comprehensive income (loss) | 1,506 | (10,217) |
Comprehensive loss | $ (99,190) | $ (4,897) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other comprehensive income (loss): | ||
Currency translation adjustment, tax | $ 0 | $ (160) |
Unrealized holding gain on marketable securities arising during the period, tax | 27 | 33 |
Change in unfunded SERP liability, tax | $ 72 | $ 28 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net (loss) earnings | $ (100,696) | $ 5,320 |
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 5,501 | 5,637 |
Stock-based compensation | 708 | 722 |
Impairment of goodwill and other intangible assets | 108,583 | 0 |
Amortization of deferred financing costs | 681 | 516 |
Deferred income taxes | (3,455) | (1,050) |
Net unrealized gains on foreign currency revaluation | (4,606) | |
Net unrealized losses (gains) on foreign currency revaluation | 345 | |
Other, net | 671 | (268) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,640 | 4,566 |
Inventories | (1,199) | 251 |
Account payable | (947) | 2,408 |
Accrued expenses | (5,765) | (5,781) |
Other operating assets/liabilities, net | (5,214) | 8,478 |
Net cash provided by operating activities | 8,853 | 16,193 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (1,640) | (2,750) |
Proceeds from disposal/sale of property, plant and equipment | 1 | 5 |
Net cash used in investing activities | (1,639) | (2,745) |
Cash flows from financing activities: | ||
Dividends paid to common stockholders | (770) | (764) |
Payment of deferred financing costs | (718) | (10) |
Borrowings under revolving credit line | 0 | 4,500 |
Repayments of revolving credit line | 0 | (4,500) |
Reduction in notes payable | (166) | (5) |
Repayments of long-term debt | (21,597) | (11,688) |
Net cash used in financing activities | (23,251) | (12,467) |
Effect of exchange rate changes on cash and cash equivalents | 42 | 513 |
Net (decrease) increase in cash and cash equivalents | (15,995) | 1,494 |
Cash and cash equivalents - beginning of period | 85,040 | 77,138 |
Cash and cash equivalents - end of period | 69,045 | 78,632 |
Cash paid during the period for: | ||
Income taxes, net of refunds received | 359 | 1,044 |
Interest payment | $ 1,518 | $ 1,667 |
BASIS OF PRESENTATION AND ACCOU
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016, and the condensed consolidated statements of operations, comprehensive loss 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, 2016 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, 2015. 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". The accompanying condensed consolidated statement of operations, comprehensive loss and cash flows for the three months ended March 31, 2015 reflect measurement period adjustments related to the 2014 Acquisitions. The measurement period adjustments in the aggregate were not considered material to the condensed consolidated financial statements. 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, 2015. There were no significant changes to these accounting policies during the three months ended March 31, 2016. 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 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. This guidance was adopted by the Company effective January 1, 2016 and it did not 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 guidance was adopted by the Company effective January 1, 2016 and it did not In April 2015, the FASB issued guidance on simplifying the balance sheet presentation of debt issuance costs. The update requires that 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. In August 2015, the FASB amended this guidance for debt issuance costs associated with line-of-credit arrangements to reflect that the SEC would not object to the deferral and presentation of debt issuance costs as an asset and subsequent amortization of debt issuance costs over the term of the line-of-credit arrangement, whether or not there are any outstanding borrowings on the line-of-credit arrangement. The update requires retrospective application and represents a change in accounting principle. This guidance was adopted by the Company effective January 1, 2016 and it was applied retrospectively for all prior periods. At March 31, 2016 and December 31, 2015, deferred financing costs totaling $3.7 million and $3.6 million, respectively, which were previously included in other assets, are reflected as a reduction in the carrying value of the Company's long-term debt on the condensed consolidated balance sheet. In September 2015, the FASB issued guidance which simplifies the accounting for measurement period adjustments related to business combinations, which eliminates the requirement for an acquirer in a business combination to account for measurement period adjustments retrospectively. Under this guidance, acquirers must recognize measurement period adjustments in the period in which they determine the amounts, including the effect on earnings of any amount they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance was adopted by the Company effective January 1, 2016. Measurement period adjustments of any future acquisitions will be accounted for under this new guidance. In November 2015, the FASB issued guidance which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent on the consolidated balance sheet. The guidance simplifies the current guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as current and noncurrent on the consolidated balance sheet. This guidance may be applied either prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company adopted this guidance effective January 1, 2016 and it was applied retrospectively for all prior periods. The following table summarizes the adjustments made to conform prior period classifications to the new guidance: December 31, 2015 As Reported Reclass Revised Other current assets $ 15,636 $ (4,983 ) $ 10,653 Long-term deferred income tax assets 3,321 4,983 8,304 Other current liabilities (9,133 ) 174 (8,959 ) Long-term deferred income tax liabilities (13,002 ) (174 ) (13,176 ) Accounting Standards Issued But Not Yet Adopted In March 2016, the FASB issued guidance to simplify the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. Under the new guidance, all Management is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements. In February 2016, the FASB issued guidance to provide a new comprehensive model for lease accounting. Under In July 2015, the FASB issued guidance which requires entities to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The update is effective for fiscal years beginning after December 15, 2016, and interim periods therein. Early application is permitted. Management is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements, if any. In August 2014, 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. In April 2016, the FASB amended the previously issued guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2017 (early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods). The guidance permits the use of either a retrospective or cumulative effect transition method. Management is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements, if any, including which transition method it will adopt. |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
(LOSS) EARNINGS PER SHARE [Abstract] | |
(LOSS) EARNINGS PER SHARE | 2. (LOSS) EARNINGS PER SHARE The following table sets forth the calculation of basic and diluted net (loss) earnings per common share under the two-class method for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Numerator: Net (loss) earnings $ (100,696 ) $ 5,320 Less dividends declared: Class A 131 131 Class B 682 678 Undistributed (loss) earnings $ (101,509 ) $ 4,511 Undistributed (loss) earnings allocation - basic and diluted: Class A undistributed (loss) earnings $ (17,860 ) $ 796 Class B undistributed (loss) earnings (83,649 ) 3,715 Total undistributed (loss) earnings $ (101,509 ) $ 4,511 Net (loss) earnings allocation - basic and diluted: Class A net (loss) earnings $ (17,729 ) $ 927 Class B net (loss) earnings (82,967 ) 4,393 Net (loss) earnings $ (100,696 ) $ 5,320 Denominator: Weighted-average shares outstanding: Class A - basic and diluted 2,175 2,175 Class B - basic and diluted 9,701 9,670 Net (loss) earnings per share: Class A - basic and diluted $ (8.15 ) $ 0.43 Class B - basic and diluted $ (8.55 ) $ 0.45 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENTS F 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, 2016 and December 31, 2015, 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. 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, 2016 and December 31, 2015. The gross unrealized gains associated with the investment securities held in the rabbi trust were $0.7 million at both March 31, 2016 and December 31, 2015. Such unrealized gains are included, net of tax, in accumulated other comprehensive loss. As of March 31, 2016 and December 31, 2015, our available-for-sale securities, which primarily consist of investments held in a rabbi trust of $3.7 million and $3.6 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, 2016 or March 31, 2015. 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, 2016. There were no financial assets accounted for at fair value on a nonrecurring basis as of March 31, 2016 or December 31, 2015. 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, 2016 and December 31, 2015, the estimated fair value of long-term debt was $166.2 million and $188.1 million, respectively, compared to a carrying amount of $161.9 million and $183.5 million, respectively. At March 31, 2016 and December 31, 2015, the carrying value of the debt on the condensed consolidated balance sheet is reflected net of $3.7 million and $3.6 million, respectively, of deferred financing costs as a result of the adoption of new accounting guidance effective January 1, 2016 (see Note 1). The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of March 31, 2016. Nonfinancial assets and liabilities, such as goodwill and long-lived assets, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment upon the occurrence of a triggering event or in the case of goodwill, on at least an annual The Company's Level 3 fair value analysis related to the interim test for goodwill impairment was supported by a weighting of two generally accepted valuation approaches, the income approach and the market approach, as further described in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. These approaches include numerous assumptions with respect to future circumstances, such as industry and/or local market conditions, which might directly impact each of the reporting units' operations in the future, and are therefore uncertain. These approaches are utilized to develop a range of fair values and a weighted average of these approaches is utilized to determine the best fair value estimate within that range. Detailed below is a table of key underlying assumptions utilized in the fair value estimate calculation for the interim test performed as of March 31, 2016 as compared to those assumptions utilized during the annual valuation performed as of October 1, 2015. Assumptions may vary by reporting unit. The table below shows the range of assumptions utilized across the various reporting units. Goodwill Impairment Analysis Key Assumptions 2016 - Interim 2015 - Annual Income Approach - Discounted Cash Flows (a): Revenue 5-year compound annual growth rate (CAGR) (9.0%) - (0.6%) 2.6% - 2.7% 2016 EBITDA margins (b) 5.1% - 6.6% 7.2% - 8.4% Cost of equity capital 11.6% - 14.7% 12.3% - 16.5% Cost of debt capital 3.6% - 8.5% 2.4% - 5.9% Weighted average cost of capital 10.0% - 14.0% 11.0% - 15.0% Market Approach - Multiples of Guideline Companies (a): Net operating revenue multiples used 0.4 - 0.6 0.4 - 0.5 Operating EBITDA multiples used (b) 5.9 - 6.3 5.0 - 5.3 Invested capital control premium 25% 25% Weighting of Valuation Methods: Income Approach - Discounted Cash Flows 75% 75% Market Approach - Multiples of Guideline Companies 25% 25% (a) Ranges noted reflect assumptions and multiples used throughout the North America, Asia and Europe reporting units (b) EBITDA represents earnings before interest, taxes, depreciation and amortization The interim impairment test related to the Company's goodwill was performed by reporting unit. The valuation test, which heavily weights future cash flow projections, indicated impairment of the goodwill associated with all three of the Company's reporting units. As a result, the Company recorded non-cash goodwill impairment charges totaling $104.3 million during the first quarter of 2016. The Company's goodwill associated with its reporting units originated from several of Bel's prior acquisitions, primarily Power Solutions and Connectivity Solutions (which represented $55.5 million and $55.0 million, respectively, of the carrying value of goodwill at the testing date). The carrying value of the Company's goodwill was $121.6 million at December 31, 2015. The remaining goodwill as of March 31, 2016 has a carrying value of $17.5 million. See Note 4, Goodwill and Other Intangible Assets. As further discussed in Note 4, Goodwill and Other Intangible Assets, the Company also performed an interim impairment analysis of its indefinite-lived intangible assets as of March 31, 2016. Detailed below is a table of key underlying assumptions utilized in the Level 3 fair value estimate calculation of the Company's trademarks for the interim test performed as of March 31, 2016 as compared to those assumptions utilized during the annual valuation performed as of October 1, 2015. Assumptions may vary by individual trademark. The table below shows the range of assumptions utilized across the Company's various trademarks. Trademark Impairment Analysis Key Assumptions 2016 - Interim 2015 - Annual Revenue 5-year compound annual growth rate (CAGR) (0.4%) - 2.7% 0.2% - 4.0% Estimated fair royalty rate 0.25% - 1.5% 0.5% - 2.0% Discount rate 11.0% - 15.0% 12.0% - 14.0% |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 4. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in the carrying value of goodwill classified by reportable operating segment for the three months ended March 31, 2016 are as follows: Total North America Asia Europe Balance at January 1, 2016 Goodwill, gross 148,575 63,364 54,532 30,679 Accumulated impairment charges (26,941 ) (14,066 ) (12,875 ) - Goodwill, net $ 121,634 $ 49,298 $ 41,657 $ 30,679 Impairment charge (104,263 ) (41,495 ) (41,633 ) (21,135 ) Foreign currency translation 108 - (24 ) 132 Balance at March 31, 2016: Goodwill, gross 148,683 63,364 54,508 30,811 Accumulated impairment charges (131,204 ) (55,561 ) (54,508 ) (21,135 ) Goodwill, net $ 17,479 $ 7,803 $ - $ 9,676 Goodwill represents the excess of the purchase price and related acquisition costs over the fair value assigned to the net tangible and other intangible assets acquired in a business acquisition. As discussed in Note 3, Fair Value Measurements, goodwill is reviewed for impairment on a reporting unit basis annually during the fourth quarter of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The goodwill impairment test involved a two-step process. In the first step, the fair value of each reporting unit is compared to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the second step of the impairment test must be performed to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. During the first quarter of 2016, management determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for all of the Company's reporting units. These indicators included the recent business performance of those reporting units, combined with the long-term market conditions and business trends within those regions. The methods and assumptions utilized in determining the preliminary fair value of the three reporting units at the interim testing date are detailed in Note 3, Fair Value Measurements. Due to the complexity and the effort required to estimate the fair value of the reporting units in step one of the impairment test and to estimate the fair value of all assets and liabilities of the reporting units in the second step of the test, the fair value estimates were derived based on preliminary assumptions and analyses that are subject to change. Based on our preliminary analyses, the implied fair value of goodwill was substantially lower than the carrying value of goodwill for the three reporting units. As a result, the Company recorded its best estimate of $104.3 million for the goodwill impairment charge in the three months ended March 31, 2016, which is included in impairment of goodwill and other intangible assets on the condensed consolidated statement of operations. Any adjustments to the estimated impairment loss following the completion of the measurement of the impairment will be recorded in the second quarter of 2016. Other Intangible Assets Other intangible assets include patents, technology, license agreements, non-compete agreements and trademarks. Trademarks have indefinite lives and are reviewed for impairment on an annual basis. Other intangible assets, excluding trademarks, are being amortized over 2 to 24 years. The Company tests indefinite-lived intangible assets for impairment using a fair value approach, the relief-from-royalty method (a form of the income approach). At December 31, 2015, the Company's indefinite-lived intangible assets related to the trademarks acquired in the Power Solutions, Connectivity Solutions, Cinch and Fibreco acquisitions. The components of intangible assets other than goodwill are as follows: March 31, 2016 December 31, 2015 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Patents, licenses and technology $ 39,381 $ 8,812 $ 30,569 $ 39,388 $ 7,932 $ 31,456 Customer relationships 44,878 6,444 38,434 44,894 5,735 39,159 Non-compete agreements 2,740 2,016 724 2,753 1,838 915 Trademarks 11,970 41 11,929 16,338 41 16,297 $ 98,969 $ 17,313 $ 81,656 $ 103,373 $ 15,546 $ 87,827 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2016 | |
INVENTORIES [Abstract] | |
INVENTORIES | 5. INVENTORIES The components of inventories are as follows: March 31, December 31, 2016 2015 Raw materials $ 43,299 $ 42,036 Work in progress 17,529 16,908 Finished goods 39,153 39,566 Inventories $ 99,981 $ 98,510 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 2015 Land $ 2,246 $ 2,240 Buildings and improvements 30,747 29,346 Machinery and equipment 118,486 116,921 Construction in progress 3,912 4,949 155,391 153,456 Accumulated depreciation (99,406 ) (95,845 ) Property, plant and equipment, net $ 55,985 $ 57,611 Depreciation expense for the three months ended March 31, 2016 and 2015 was $3.7 million and $3.8 million, respectively. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2016 | |
ACCRUED EXPENSES [Abstract] | |
ACCRUED EXPENSES | 7. ACCRUED EXPENSES Accrued expenses consist of the following: March 31, December 31, 2016 2015 Sales commissions $ 2,485 $ 2,824 Subcontracting labor 1,458 1,942 Salaries, bonuses and related benefits 15,768 15,672 Warranty accrual 3,305 3,659 Other 9,800 14,226 $ 32,816 $ 38,323 A tabular presentation of the activity within the warranty accrual account for the three months ended March 31, 2016 and 2015 is presented below: Three Months Ended March 31, 2016 2015 Balance, January 1 $ 3,659 $ 6,032 Charges and costs accrued 16 1,288 Adjustments related to pre-existing warranties (including changes in estimates) (268 ) (947 ) Less repair costs incurred (130 ) (523 ) Less cash settlements - (1,522 ) Currency translation 28 5 Balance, March 31 $ 3,305 $ 4,333 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2016 | |
DEBT [Abstract] | |
DEBT | 8. DEBT The Company has a Credit and Security Agreement with KeyBank National Association (as amended, the "CSA"). The CSA consists of (i) a term loan, with outstanding borrowings of $165.6 million and $187.2 million at March 31, 2016 and December 31, 2015, respectively and (ii) a $50 million revolving credit facility ("Revolver"), with no outstanding borrowings at March 31, 2016 or December 31, 2015. At March 31, 2016 and December 31, 2015, the carrying value of the debt on the condensed consolidated balance sheet is reflected net of $3.7 million and $3.6 million, respectively, of deferred financing costs as a result of the adoption of new accounting guidance effective January 1, 2016. See Note 1, Basis of Presentation and Accounting Policies. The weighted-average interest rate in effect was 2.75% at March 31, 2016 and 3.19% at December 31, 2015 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 each of the three months ended March 31, 2016 and 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. 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, 2016, the Company was in compliance with its debt covenants, including its most restrictive covenant, the Leverage Ratio. In March 2016, the Company amended the terms of the CSA to modify (i) the date by which the Company was obligated to make excess cash flow prepayments in 2016 on account of excess cash flow achieved for fiscal year 2015, (ii) the method of application of mandatory and voluntary prepayments related to the Company's loans, and (iii) the maximum Leverage Ratio of the Company allowed under the CSA for the period from the effective date of the amendment through September 2017. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
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 2012 and for state examinations before 2009. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2005 in Asia and generally 2008 in Europe. At March 31, 2016, the Company was under examination by the taxing authorities in Germany for the tax years 2011-2013. This audit concluded in April 2016 and resulted in an immaterial amount of incremental tax expense. 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, 2016. The Company's liabilities for uncertain tax positions totaled $40.4 million and $42.2 million at March 31, 2016 and December 31, 2015, respectively, of which $1.7 million and $1.9 million, respectively, is included in other current liabilities. These amounts, if recognized, would reduce the Company's effective tax rate. As of March 31, 2016, approximately $5.1 million of the Company's liabilities for uncertain tax positions are expected to be resolved during 2016 by way of settlement or expiration of the related statute of limitations. In connection with the acquisition of the Power Solutions business in 2014, the Company acquired a liability for additional uncertain tax positions related to various tax matters for the years 2007 through 2013. During the three months ended March 31, 2016, a portion of these tax matters was resolved with the taxing authorities which resulted in a reduction of $2.6 million in the liability for uncertain tax positions, of which $1.3 million related to interest and penalties. Resolution of the remaining tax matters are being actively pursued with the applicable taxing authority. From the date of acquisition through March 31, 2016, the Company has recorded $3.8 million of interest and penalties pertaining to this issue, of which $0.4 million was reversed during the three months ended March 31, 2016 in relation to the settlement of the exposure. The Company will continue to accrue approximately $1.9 million annually until the issues are 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, 2016 and 2015, the Company recognized $0.5 million and $0.9 million, respectively, in interest and penalties in the condensed consolidated statements of operations. During the three months ended March 31, 2016 and 2015, the Company recognized a benefit of $1.3 million and an immaterial amount, respectively, for the reversal of such interest and penalties. The Company has approximately $3.2 million and $4.0 million, accrued for the payment of such interest and penalties at March 31, 2016 and December 31, 2015, respectively, which is included in both other current liabilities and liability for uncertain tax positions in the condensed consolidated balance sheets. 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 SHAR
RETIREMENT FUND AND PROFIT SHARING PLAN | 3 Months Ended |
Mar. 31, 2016 | |
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 expense for the three months ended March 31, 2016 and 2015 amounted to $0.3 million in both periods. As of March 31, 2016, the plan owned 13,928 and 168,647 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. The expense for the three months ended March 31, 2016 and 2015 amounted to approximately $0.1 million in both periods. As of March 31, 2016, 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 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, 2016 2015 Service cost $ 148 $ 138 Interest cost 165 142 Net amortization 98 92 Net periodic benefit cost $ 411 $ 372 The following amounts are recognized net of tax in accumulated other comprehensive loss: March 31, December 31, 2016 2015 Prior service cost $ 820 $ 866 Net loss 3,005 3,465 $ 3,825 $ 4,331 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2016 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | 11. ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss at March 31, 2016 and December 31, 2015 are summarized below: March 31, December 31, 2016 2015 Foreign currency translation adjustment, net of taxes of ($336) at March 31, 2016 and ($336) at December 31, 2015 $ (18,277 ) $ (19,305 ) Unrealized holding gains on available-for-sale securities, net of taxes of $292 at March 31, 2016 and $265 at December 31, 2015 478 434 Unfunded SERP liability, net of taxes of ($1,255) at March 31, 2016 and ($1,327) at December 31, 2015 (2,570 ) (3,005 ) Accumulated other comprehensive loss $ (20,369 ) $ (21,876 ) Changes in accumulated other comprehensive loss by component during the three months ended March 31, 2016 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, 2016 $ (19,305 ) $ 434 $ (3,005 ) $ (21,876 ) Other comprehensive income before reclassifications 1,028 44 369 1,441 Amount reclassified from accumulated other comprehensive loss - - 66 (a) 66 Net current period other comprehensive income 1,028 44 435 1,507 Balance at March 31, 2016 $ (18,277 ) $ 478 $ (2,570 ) $ (20,369 ) (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, 2016 | |
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 consolidated results of operations or financial position. 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 consolidated balance sheets. As Bel is fully indemnified in this matter per the terms of the stock purchase agreement with ABB, a corresponding other asset for indemnification is also included in other assets on the accompanying condensed consolidated balance sheets at March 31, 2016 and December 31, 2015. In 2015, the Company was provided notice of a potential patent infringement claim by Setec Netzwerke AG ("Setec"), a German company for the alleged infringement of their patent EP 306 934 B1. Setec subsequently filed a lawsuit against the Company and three of its subsidiaries in Dusseldorf, Germany on January 29, 2016 for patent infringement. The Company is in the process of preparing an Answer and defense to Setec's Complaint and does not have enough information at this time in order to make any further conclusions or assessments as to infringement or potential damages. 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, 2016 | |
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, 2016 2015 Net Sales to External Customers: North America $ 66,300 $ 76,760 Asia 35,762 45,521 Europe 19,120 19,734 $ 121,182 $ 142,015 Net Sales: North America $ 69,254 $ 87,017 Asia 59,648 73,149 Europe 22,373 41,537 Less intercompany net sales (30,093 ) (59,688 ) $ 121,182 $ 142,015 Income from Operations: North America $ (43,187 ) $ 3,470 Asia (38,808 ) 552 Europe (21,412 ) 5,025 $ (103,407 ) $ 9,047 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 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: Impairment Charges |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS 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 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 purchased $1.2 million of inventory from the joint venture during the three months ended March 31, 2015. The Company did not purchase any inventory from the joint venture during the three months ended March 31, 2016. At March 31, 2016, the Company owed the joint venture approximately $0.5 million, which is included in accounts payable on the accompanying condensed consolidated balance sheet. |
BASIS OF PRESENTATION AND ACC22
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES [Abstract] | |
Recent Accounting Pronouncements | Recently Adopted Accounting Standards 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. This guidance was adopted by the Company effective January 1, 2016 and it did not 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 guidance was adopted by the Company effective January 1, 2016 and it did not In April 2015, the FASB issued guidance on simplifying the balance sheet presentation of debt issuance costs. The update requires that 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. In August 2015, the FASB amended this guidance for debt issuance costs associated with line-of-credit arrangements to reflect that the SEC would not object to the deferral and presentation of debt issuance costs as an asset and subsequent amortization of debt issuance costs over the term of the line-of-credit arrangement, whether or not there are any outstanding borrowings on the line-of-credit arrangement. The update requires retrospective application and represents a change in accounting principle. This guidance was adopted by the Company effective January 1, 2016 and it was applied retrospectively for all prior periods. At March 31, 2016 and December 31, 2015, deferred financing costs totaling $3.7 million and $3.6 million, respectively, which were previously included in other assets, are reflected as a reduction in the carrying value of the Company's long-term debt on the condensed consolidated balance sheet. In September 2015, the FASB issued guidance which simplifies the accounting for measurement period adjustments related to business combinations, which eliminates the requirement for an acquirer in a business combination to account for measurement period adjustments retrospectively. Under this guidance, acquirers must recognize measurement period adjustments in the period in which they determine the amounts, including the effect on earnings of any amount they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance was adopted by the Company effective January 1, 2016. Measurement period adjustments of any future acquisitions will be accounted for under this new guidance. In November 2015, the FASB issued guidance which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent on the consolidated balance sheet. The guidance simplifies the current guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as current and noncurrent on the consolidated balance sheet. This guidance may be applied either prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company adopted this guidance effective January 1, 2016 and it was applied retrospectively for all prior periods. The following table summarizes the adjustments made to conform prior period classifications to the new guidance: December 31, 2015 As Reported Reclass Revised Other current assets $ 15,636 $ (4,983 ) $ 10,653 Long-term deferred income tax assets 3,321 4,983 8,304 Other current liabilities (9,133 ) 174 (8,959 ) Long-term deferred income tax liabilities (13,002 ) (174 ) (13,176 ) Accounting Standards Issued But Not Yet Adopted In March 2016, the FASB issued guidance to simplify the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. Under the new guidance, all Management is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements. In February 2016, the FASB issued guidance to provide a new comprehensive model for lease accounting. Under In July 2015, the FASB issued guidance which requires entities to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The update is effective for fiscal years beginning after December 15, 2016, and interim periods therein. Early application is permitted. Management is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements, if any. In August 2014, 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. In April 2016, the FASB amended the previously issued guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2017 (early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods). The guidance permits the use of either a retrospective or cumulative effect transition method. Management is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements, if any, including which transition method it will adopt. |
BASIS OF PRESENTATION AND ACC23
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES [Abstract] | |
Schedule of deferred tax assets and liabilities | The following table summarizes the adjustments made to conform prior period classifications to the new guidance: December 31, 2015 As Reported Reclass Revised Other current assets $ 15,636 $ (4,983 ) $ 10,653 Long-term deferred income tax assets 3,321 4,983 8,304 Other current liabilities (9,133 ) 174 (8,959 ) Long-term deferred income tax liabilities (13,002 ) (174 ) (13,176 ) |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
(LOSS) EARNINGS PER SHARE [Abstract] | |
Schedule of 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 (loss) earnings per common share under the two-class method for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Numerator: Net (loss) earnings $ (100,696 ) $ 5,320 Less dividends declared: Class A 131 131 Class B 682 678 Undistributed (loss) earnings $ (101,509 ) $ 4,511 Undistributed (loss) earnings allocation - basic and diluted: Class A undistributed (loss) earnings $ (17,860 ) $ 796 Class B undistributed (loss) earnings (83,649 ) 3,715 Total undistributed (loss) earnings $ (101,509 ) $ 4,511 Net (loss) earnings allocation - basic and diluted: Class A net (loss) earnings $ (17,729 ) $ 927 Class B net (loss) earnings (82,967 ) 4,393 Net (loss) earnings $ (100,696 ) $ 5,320 Denominator: Weighted-average shares outstanding: Class A - basic and diluted 2,175 2,175 Class B - basic and diluted 9,701 9,670 Net (loss) earnings per share: Class A - basic and diluted $ (8.15 ) $ 0.43 Class B - basic and diluted $ (8.55 ) $ 0.45 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Schedule of underlying assumptions utilized in fair value | Assumptions may vary by reporting unit. The table below shows the range of assumptions utilized across the various reporting units. Goodwill Impairment Analysis Key Assumptions 2016 - Interim 2015 - Annual Income Approach - Discounted Cash Flows (a): Revenue 5-year compound annual growth rate (CAGR) (9.0%) - (0.6%) 2.6% - 2.7% 2016 EBITDA margins (b) 5.1% - 6.6% 7.2% - 8.4% Cost of equity capital 11.6% - 14.7% 12.3% - 16.5% Cost of debt capital 3.6% - 8.5% 2.4% - 5.9% Weighted average cost of capital 10.0% - 14.0% 11.0% - 15.0% Market Approach - Multiples of Guideline Companies (a): Net operating revenue multiples used 0.4 - 0.6 0.4 - 0.5 Operating EBITDA multiples used (b) 5.9 - 6.3 5.0 - 5.3 Invested capital control premium 25% 25% Weighting of Valuation Methods: Income Approach - Discounted Cash Flows 75% 75% Market Approach - Multiples of Guideline Companies 25% 25% (a) Ranges noted reflect assumptions and multiples used throughout the North America, Asia and Europe reporting units (b) EBITDA represents earnings before interest, taxes, depreciation and amortization |
Trademarks [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Schedule of underlying assumptions utilized in fair value | The table below shows the range of assumptions utilized across the Company's various trademarks. Trademark Impairment Analysis Key Assumptions 2016 - Interim 2015 - Annual Revenue 5-year compound annual growth rate (CAGR) (0.4%) - 2.7% 0.2% - 4.0% Estimated fair royalty rate 0.25% - 1.5% 0.5% - 2.0% Discount rate 11.0% - 15.0% 12.0% - 14.0% |
GOODWILL AND OTHER INTANGIBLE26
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | |
Changes in carrying value of goodwill classified by reportable operating segment | The changes in the carrying value of goodwill classified by reportable operating segment for the three months ended March 31, 2016 are as follows: Total North America Asia Europe Balance at January 1, 2016 Goodwill, gross 148,575 63,364 54,532 30,679 Accumulated impairment charges (26,941 ) (14,066 ) (12,875 ) - Goodwill, net $ 121,634 $ 49,298 $ 41,657 $ 30,679 Impairment charge (104,263 ) (41,495 ) (41,633 ) (21,135 ) Foreign currency translation 108 - (24 ) 132 Balance at March 31, 2016: Goodwill, gross 148,683 63,364 54,508 30,811 Accumulated impairment charges (131,204 ) (55,561 ) (54,508 ) (21,135 ) Goodwill, net $ 17,479 $ 7,803 $ - $ 9,676 |
Components of intangible assets other than goodwill | The components of intangible assets other than goodwill are as follows: March 31, 2016 December 31, 2015 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Patents, licenses and technology $ 39,381 $ 8,812 $ 30,569 $ 39,388 $ 7,932 $ 31,456 Customer relationships 44,878 6,444 38,434 44,894 5,735 39,159 Non-compete agreements 2,740 2,016 724 2,753 1,838 915 Trademarks 11,970 41 11,929 16,338 41 16,297 $ 98,969 $ 17,313 $ 81,656 $ 103,373 $ 15,546 $ 87,827 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
INVENTORIES [Abstract] | |
Components of inventories | The components of inventories are as follows: March 31, December 31, 2016 2015 Raw materials $ 43,299 $ 42,036 Work in progress 17,529 16,908 Finished goods 39,153 39,566 Inventories $ 99,981 $ 98,510 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
Property, plant and equipment | Property, plant and equipment consist of the following: March 31, December 31, 2016 2015 Land $ 2,246 $ 2,240 Buildings and improvements 30,747 29,346 Machinery and equipment 118,486 116,921 Construction in progress 3,912 4,949 155,391 153,456 Accumulated depreciation (99,406 ) (95,845 ) Property, plant and equipment, net $ 55,985 $ 57,611 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
ACCRUED EXPENSES [Abstract] | |
Accrued expenses | Accrued expenses consist of the following: March 31, December 31, 2016 2015 Sales commissions $ 2,485 $ 2,824 Subcontracting labor 1,458 1,942 Salaries, bonuses and related benefits 15,768 15,672 Warranty accrual 3,305 3,659 Other 9,800 14,226 $ 32,816 $ 38,323 |
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, 2016 and 2015 is presented below: Three Months Ended March 31, 2016 2015 Balance, January 1 $ 3,659 $ 6,032 Charges and costs accrued 16 1,288 Adjustments related to pre-existing warranties (including changes in estimates) (268 ) (947 ) Less repair costs incurred (130 ) (523 ) Less cash settlements - (1,522 ) Currency translation 28 5 Balance, March 31 $ 3,305 $ 4,333 |
RETIREMENT FUND AND PROFIT SH30
RETIREMENT FUND AND PROFIT SHARING PLAN (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
RETIREMENT FUND AND PROFIT SHARING PLAN [Abstract] | |
Components of SERP expense | The components of SERP expense are as follows: Three Months Ended March 31, 2016 2015 Service cost $ 148 $ 138 Interest cost 165 142 Net amortization 98 92 Net periodic benefit cost $ 411 $ 372 |
Gross amounts recognized in accumulated other comprehensive loss, net of tax | The following amounts are recognized net of tax in accumulated other comprehensive loss: March 31, December 31, 2016 2015 Prior service cost $ 820 $ 866 Net loss 3,005 3,465 $ 3,825 $ 4,331 |
ACCUMULATED OTHER COMPREHENSI31
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS [Abstract] | |
Components of accumulated other comprehensive loss | The components of accumulated other comprehensive loss at March 31, 2016 and December 31, 2015 are summarized below: March 31, December 31, 2016 2015 Foreign currency translation adjustment, net of taxes of ($336) at March 31, 2016 and ($336) at December 31, 2015 $ (18,277 ) $ (19,305 ) Unrealized holding gains on available-for-sale securities, net of taxes of $292 at March 31, 2016 and $265 at December 31, 2015 478 434 Unfunded SERP liability, net of taxes of ($1,255) at March 31, 2016 and ($1,327) at December 31, 2015 (2,570 ) (3,005 ) Accumulated other comprehensive loss $ (20,369 ) $ (21,876 ) |
Changes in accumulated other comprehensive loss by component | Changes in accumulated other comprehensive loss by component during the three months ended March 31, 2016 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, 2016 $ (19,305 ) $ 434 $ (3,005 ) $ (21,876 ) Other comprehensive income before reclassifications 1,028 44 369 1,441 Amount reclassified from accumulated other comprehensive loss - - 66 (a) 66 Net current period other comprehensive income 1,028 44 435 1,507 Balance at March 31, 2016 $ (18,277 ) $ 478 $ (2,570 ) $ (20,369 ) (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, 2016 | |
SEGMENTS [Abstract] | |
Key financial data | 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, 2016 2015 Net Sales to External Customers: North America $ 66,300 $ 76,760 Asia 35,762 45,521 Europe 19,120 19,734 $ 121,182 $ 142,015 Net Sales: North America $ 69,254 $ 87,017 Asia 59,648 73,149 Europe 22,373 41,537 Less intercompany net sales (30,093 ) (59,688 ) $ 121,182 $ 142,015 Income from Operations: North America $ (43,187 ) $ 3,470 Asia (38,808 ) 552 Europe (21,412 ) 5,025 $ (103,407 ) $ 9,047 |
BASIS OF PRESENTATION AND ACC33
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Jul. 25, 2014 | Jun. 19, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Deferred financing costs | $ 3,700 | $ 3,600 | ||
Deferred tax assets (liabilities) [Abstract] | ||||
Current deferred income tax assets | 10,653 | |||
Long-term deferred income tax assets | 3,162 | 8,304 | ||
Current deferred income tax liabilities | (8,959) | |||
Long-term deferred income tax liabilities | $ (4,718) | (13,176) | ||
As Reported [Member] | ||||
Deferred tax assets (liabilities) [Abstract] | ||||
Current deferred income tax assets | 15,636 | |||
Long-term deferred income tax assets | 3,321 | |||
Current deferred income tax liabilities | (9,133) | |||
Long-term deferred income tax liabilities | (13,002) | |||
Reclass [Member] | ||||
Deferred tax assets (liabilities) [Abstract] | ||||
Current deferred income tax assets | (4,983) | |||
Long-term deferred income tax assets | 4,983 | |||
Current deferred income tax liabilities | 174 | |||
Long-term deferred income tax liabilities | $ (174) | |||
Power Solutions [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition date | Jun. 19, 2014 | |||
Acquisition of issued and outstanding capital stock | 100.00% | |||
Emerson [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition date | Jul. 25, 2014 | |||
Acquisition of issued and outstanding capital stock | 100.00% |
(LOSS) EARNINGS PER SHARE (Deta
(LOSS) EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator [Abstract] | ||
Net (loss) earnings | $ (100,696) | $ 5,320 |
Undistributed (loss) earnings | (101,509) | 4,511 |
Undistributed (loss) earnings allocation - basic and diluted [Abstract] | ||
Undistributed (loss) earnings | (101,509) | 4,511 |
Net (loss) earnings allocation - basic and diluted [Abstract] | ||
Net (loss) earnings | (100,696) | 5,320 |
Class A [Member] | ||
Numerator [Abstract] | ||
Net (loss) earnings | (17,729) | 927 |
Less Dividends declared: | 131 | 131 |
Undistributed (loss) earnings allocation - basic and diluted [Abstract] | ||
Undistributed (loss) earnings | (17,860) | 796 |
Net (loss) earnings allocation - basic and diluted [Abstract] | ||
Net (loss) earnings | $ (17,729) | $ 927 |
Weighted-average shares outstanding [Abstract] | ||
Common share - basic and diluted (in shares) | 2,175 | 2,175 |
Net (loss) earnings per share [Abstract] | ||
Common share - basic and diluted (in dollars per share) | $ (8.15) | $ 0.43 |
Class B [Member] | ||
Numerator [Abstract] | ||
Net (loss) earnings | $ (82,967) | $ 4,393 |
Less Dividends declared: | 682 | 678 |
Undistributed (loss) earnings allocation - basic and diluted [Abstract] | ||
Undistributed (loss) earnings | (83,649) | 3,715 |
Net (loss) earnings allocation - basic and diluted [Abstract] | ||
Net (loss) earnings | $ (82,967) | $ 4,393 |
Weighted-average shares outstanding [Abstract] | ||
Common share - basic and diluted (in shares) | 9,701 | 9,670 |
Net (loss) earnings per share [Abstract] | ||
Common share - basic and diluted (in dollars per share) | $ (8.55) | $ 0.45 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Transfers in out between levels | $ 0 | $ 0 | |
Fair value of long-term debt | 166,200 | 188,100 | |
Carrying amount of long-term debt | 161,900 | 183,500 | |
Deferred financing costs | 3,700 | 3,600 | |
Impairment charges | 104,263 | ||
Goodwill | 17,479 | 121,634 | |
Power Solutions [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill | 55,500 | ||
Connectivity Solution [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill | 55,000 | ||
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 | 700 | 700 | |
Available-for-sale securities carrying amount | $ 3,700 | $ 3,600 | |
Trademarks [Member] | Minimum [Member] | |||
Fair Value Inputs [Abstract] | |||
Revenue compound annual growth rate (CAGR) | (0.40%) | 0.20% | |
Discount rate of fair value inputs | 11.00% | 12.00% | |
Estimated fair royalty rate | 0.25% | 0.50% | |
Trademarks [Member] | Maximum [Member] | |||
Fair Value Inputs [Abstract] | |||
Revenue compound annual growth rate (CAGR) | 2.70% | 4.00% | |
Discount rate of fair value inputs | 15.00% | 14.00% | |
Estimated fair royalty rate | 1.50% | 2.00% | |
Income Approach - Discounted Cash Flows [Member] | Goodwill [Member] | |||
Fair Value Inputs [Abstract] | |||
Weighting of valuation method | 75.00% | 75.00% | |
Income Approach - Discounted Cash Flows [Member] | Goodwill [Member] | Minimum [Member] | |||
Fair Value Inputs [Abstract] | |||
Revenue compound annual growth rate (CAGR) | (9.00%) | 2.60% | |
2016 EBITDA (b) | [1],[2] | 5.10% | 7.20% |
Cost of equity capital | [2] | 11.60% | 12.30% |
Cost of debt capital | [2] | 3.60% | 2.40% |
Weighted average cost of capital | [2] | 10.00% | 11.00% |
Income Approach - Discounted Cash Flows [Member] | Goodwill [Member] | Maximum [Member] | |||
Fair Value Inputs [Abstract] | |||
Revenue compound annual growth rate (CAGR) | (0.60%) | 2.70% | |
2016 EBITDA (b) | [1],[2] | 6.60% | 8.40% |
Cost of equity capital | [2] | 14.70% | 16.50% |
Cost of debt capital | [2] | 8.50% | 5.90% |
Weighted average cost of capital | [2] | 14.00% | 15.00% |
Market Approach - Multiples of Guideline Companies [Member] | Goodwill [Member] | |||
Fair Value Inputs [Abstract] | |||
Invested capital control premium | [2] | 25.00% | 25.00% |
Weighting of valuation method | 25.00% | 25.00% | |
Market Approach - Multiples of Guideline Companies [Member] | Goodwill [Member] | Minimum [Member] | |||
Fair Value Inputs [Abstract] | |||
Net operating revenue multiples used | [2] | 0.4 | 0.4 |
Operating EBITDA multiples used | [1],[2] | 5.9 | 5 |
Market Approach - Multiples of Guideline Companies [Member] | Goodwill [Member] | Maximum [Member] | |||
Fair Value Inputs [Abstract] | |||
Net operating revenue multiples used | [2] | 0.6 | 0.5 |
Operating EBITDA multiples used | [1],[2] | 6.3 | 5.3 |
Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial assets accounted at fair value | $ 0 | $ 0 | |
[1] | EBITDA represents earnings before interest, taxes, depreciation and amortization. | ||
[2] | Ranges noted reflect assumptions and multiples used throughout the North America, Asia and Europe reporting units. |
GOODWILL AND OTHER INTANGIBLE36
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, gross beginning of period | $ 148,575 | |
Accumulated impairment charges, beginning of period | (26,941) | |
Goodwill, net beginning of period | 121,634 | |
Impairment charge | (104,263) | |
Foreign currency translation | 108 | |
Goodwill, gross end of period | 148,683 | |
Accumulated impairment charges, end of period | (131,204) | |
Goodwill, net end of period | 17,479 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, impairment charges | 4,300 | |
Components of intangible assets other than goodwill [Abstract] | ||
Gross Carrying Amount | 98,969 | $ 103,373 |
Accumulated Amortization | 17,313 | 15,546 |
Net Carrying Amount | $ 81,656 | 87,827 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets amortization period | 2 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets amortization period | 24 years | |
Patents, Licenses and Technology [Member] | ||
Components of intangible assets other than goodwill [Abstract] | ||
Gross Carrying Amount | $ 39,381 | 39,388 |
Accumulated Amortization | 8,812 | 7,932 |
Net Carrying Amount | 30,569 | 31,456 |
Customer Relationships [Member] | ||
Components of intangible assets other than goodwill [Abstract] | ||
Gross Carrying Amount | 44,878 | 44,894 |
Accumulated Amortization | 6,444 | 5,735 |
Net Carrying Amount | 38,434 | 39,159 |
Non-compete Agreements [Member] | ||
Components of intangible assets other than goodwill [Abstract] | ||
Gross Carrying Amount | 2,740 | 2,753 |
Accumulated Amortization | 2,016 | 1,838 |
Net Carrying Amount | 724 | 915 |
Trademarks [Member] | ||
Components of intangible assets other than goodwill [Abstract] | ||
Gross Carrying Amount | 11,970 | 16,338 |
Accumulated Amortization | 41 | 41 |
Net Carrying Amount | 11,929 | $ 16,297 |
North America [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross beginning of period | 63,364 | |
Accumulated impairment charges, beginning of period | (14,066) | |
Goodwill, net beginning of period | 49,298 | |
Impairment charge | (41,495) | |
Foreign currency translation | 0 | |
Goodwill, gross end of period | 63,364 | |
Accumulated impairment charges, end of period | (55,561) | |
Goodwill, net end of period | 7,803 | |
Asia [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross beginning of period | 54,532 | |
Accumulated impairment charges, beginning of period | (12,875) | |
Goodwill, net beginning of period | 41,657 | |
Impairment charge | (41,633) | |
Foreign currency translation | (24) | |
Goodwill, gross end of period | 54,508 | |
Accumulated impairment charges, end of period | (54,508) | |
Goodwill, net end of period | 0 | |
Europe [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, gross beginning of period | 30,679 | |
Accumulated impairment charges, beginning of period | 0 | |
Goodwill, net beginning of period | 30,679 | |
Impairment charge | (21,135) | |
Foreign currency translation | 132 | |
Goodwill, gross end of period | 30,811 | |
Accumulated impairment charges, end of period | (21,135) | |
Goodwill, net end of period | $ 9,676 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Components of inventories [Abstract] | ||
Raw materials | $ 43,299 | $ 42,036 |
Work in progress | 17,529 | 16,908 |
Finished goods | 39,153 | 39,566 |
Inventories | $ 99,981 | $ 98,510 |
PROPERTY, PLANT AND EQUIPMENT38
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | $ 155,391 | $ 153,456 | |
Accumulated depreciation | (99,406) | (95,845) | |
Property, plant and equipment, net | 55,985 | 57,611 | |
Depreciation expense | 3,700 | $ 3,800 | |
Land [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 2,246 | 2,240 | |
Buildings and Improvements [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 30,747 | 29,346 | |
Machinery and Equipment [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | 118,486 | 116,921 | |
Construction in Progress [Member] | |||
Property, plant and equipment [Abstract] | |||
Property, plant and equipment, gross | $ 3,912 | $ 4,949 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Accrued expenses [Abstract] | |||
Sales commissions | $ 2,485 | $ 2,824 | |
Subcontracting labor | 1,458 | 1,942 | |
Salaries, bonuses and related benefits | 15,768 | 15,672 | |
Warranty accrual | 3,305 | 3,659 | |
Other | 9,800 | 14,226 | |
Accrued expenses | 32,816 | $ 38,323 | |
Schedule of warranty accrual account for the period from the acquisition date [Roll Forward] | |||
Beginning balance as of beginning of period | 3,659 | $ 6,032 | |
Charges and costs accrued | 16 | 1,288 | |
Adjustments related to pre-existing warranties (including changes in estimates) | (268) | (947) | |
Less repair costs incurred | (130) | (523) | |
Less cash settlements | 0 | (1,522) | |
Currency translation | 28 | 5 | |
Ending balance as of end of period | $ 3,305 | $ 4,333 |
DEBT (Details)
DEBT (Details) - Credit and Security Agreement "CSA" [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | |||
Deferred finance cost net | $ 3.7 | $ 3.6 | |
Interest rate on borrowings outstanding | 2.75% | 3.19% | |
Interest expense incurred | $ 2.2 | $ 2.2 | |
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding borrowings | 0 | $ 0 | |
Available line of credit | 50 | ||
Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding borrowings | $ 165.6 | $ 187.2 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Taxes [Line Items] | |||
Liability for uncertain tax positions | $ 40.4 | $ 42.2 | |
Liability for uncertain tax positions - current | 1.7 | 1.9 | |
Expected Unrecognized Tax Benefits Reductions Resulting From Lapse Of Applicable Statute Of Limitations and Settlement | 5.1 | ||
Reduction relating to interest and penalties uncertain tax positions | (1.3) | ||
Interest and penalties uncertain tax positions recognized | 0.5 | $ 0.9 | |
Accrued interest and penalties uncertain tax positions | 3.2 | $ 4 | |
Power Solutions [Member] | |||
Income Taxes [Line Items] | |||
Reduction relating to settlement with taxing authorities | (2.6) | ||
Reduction relating to interest and penalties uncertain tax positions | (0.4) | ||
Interest and penalties uncertain tax positions recognized | 3.8 | ||
Annual accrual for liability for uncertain tax positions | $ 1.9 |
RETIREMENT FUND AND PROFIT SH42
RETIREMENT FUND AND PROFIT SHARING PLAN (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Bel Fuse Inc Employees Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Compensation expense | $ 300 | $ 300 | |
Bel Fuse Inc Employees Savings Plan [Member] | Common Class A [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Shares owned by plan (in shares) | 13,928 | ||
Bel Fuse Inc Employees Savings Plan [Member] | Common Class B [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Shares owned by plan (in shares) | 168,647 | ||
Non Defined Retirement Fund [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Compensation expense | $ 100 | 100 | |
Non Defined Retirement Fund [Member] | Common Class A [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Shares owned by plan (in shares) | 3,323 | ||
Non Defined Retirement Fund [Member] | Common Class B [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Shares owned by plan (in shares) | 17,342 | ||
SERP [Member] | |||
Components of SERP expense [Abstract] | |||
Service cost | $ 148 | 138 | |
Interest cost | 165 | 142 | |
Net amortization | 98 | 92 | |
Net periodic benefit cost | 411 | $ 372 | |
Amounts recognized in accumulated other comprehensive loss, pretax [Abstract] | |||
Prior service cost | 820 | $ 866 | |
Net loss | 3,005 | 3,465 | |
Total amounts recognized in accumulated other comprehensive loss | $ 3,825 | $ 4,331 |
ACCUMULATED OTHER COMPREHENSI43
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | ||
Accumulated other comprehensive loss [Abstract] | ||||
Foreign currency translation adjustment, net of taxes of ($336) at March 31, 2016 and ($336) at December 31, 2015 | $ (18,277) | $ (19,305) | ||
Unrealized holding gains on available-for-sale securities, net of taxes of $292 at March 31, 2016 and $265 at December 31, 2015 | 478 | 434 | ||
Unfunded SERP liability, net of taxes of ($1,295) at March 31, 2016 and ($1,327) at December 31, 2015 | (2,570) | (3,005) | ||
Accumulated other comprehensive loss | $ (21,876) | (20,369) | (21,876) | |
Accumulated other comprehensive loss, tax [Abstract] | ||||
Foreign currency translation adjustment, tax | (336) | (336) | ||
Unrealized holding gains on available-for-sale securities, tax | 292 | 265 | ||
Unfunded SERP liability, tax | (1,255) | (1,327) | ||
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | ||||
Balance at beginning of period | (21,876) | |||
Other comprehensive income before reclassifications | 1,441 | |||
Amount reclassified from accumulated other comprehensive loss | 66 | |||
Net current period other comprehensive income | 1,507 | |||
Balance at end of period | (20,369) | |||
Foreign Currency Translation Adjustment [Member] | ||||
Accumulated other comprehensive loss [Abstract] | ||||
Accumulated other comprehensive loss | (19,305) | (18,277) | (19,305) | |
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | ||||
Balance at beginning of period | (19,305) | |||
Other comprehensive income before reclassifications | 1,028 | |||
Amount reclassified from accumulated other comprehensive loss | 0 | |||
Net current period other comprehensive income | 1,028 | |||
Balance at end of period | (18,277) | |||
Unrealized Holding Gains on Available-for-Sale Securities [Member] | ||||
Accumulated other comprehensive loss [Abstract] | ||||
Accumulated other comprehensive loss | 434 | 478 | 434 | |
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | ||||
Balance at beginning of period | 434 | |||
Other comprehensive income before reclassifications | 44 | |||
Amount reclassified from accumulated other comprehensive loss | 0 | |||
Net current period other comprehensive income | 44 | |||
Balance at end of period | 478 | |||
Unfunded SERP Liability [Member] | ||||
Accumulated other comprehensive loss [Abstract] | ||||
Accumulated other comprehensive loss | (3,005) | $ (2,570) | $ (3,005) | |
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | ||||
Balance at beginning of period | (3,005) | |||
Other comprehensive income before reclassifications | 369 | |||
Amount reclassified from accumulated other comprehensive loss | [1] | 66 | ||
Net current period other comprehensive income | 435 | |||
Balance at end of period | $ (2,570) | |||
[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) $ in Millions | 12 Months Ended | |
Dec. 31, 2015Subsidiary | Mar. 31, 2016USD ($) | |
Loss Contingencies [Line Items] | ||
Number of subsidiary entity against lawsuit | Subsidiary | 3 | |
Arezzo Revenue Agency [Member] | ||
Loss Contingencies [Line Items] | ||
Estimated liability | $ | $ 12 |
SEGMENTS (Details)
SEGMENTS (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)IndustrySegment | Mar. 31, 2015USD ($) | |
SEGMENTS [Abstract] | ||
Number of industry in which entity operates | Industry | 1 | |
Number of reportable operating segments | Segment | 3 | |
Summary of key financial data [Abstract] | ||
Net sales to external customers | $ 121,182 | $ 142,015 |
Net sales | 121,182 | 142,015 |
Income (loss) from operations | (103,407) | 9,047 |
Impairment charges | 108,600 | |
North America [Member] | ||
Summary of key financial data [Abstract] | ||
Impairment charges | 45,100 | |
Asia [Member] | ||
Summary of key financial data [Abstract] | ||
Impairment charges | 41,600 | |
Europe [Member] | ||
Summary of key financial data [Abstract] | ||
Impairment charges | 21,900 | |
Reportable Operating Segments [Member] | North America [Member] | ||
Summary of key financial data [Abstract] | ||
Net sales to external customers | 66,300 | 76,760 |
Net sales | 69,254 | 87,017 |
Income (loss) from operations | (43,187) | 3,470 |
Reportable Operating Segments [Member] | Asia [Member] | ||
Summary of key financial data [Abstract] | ||
Net sales to external customers | 35,762 | 45,521 |
Net sales | 59,648 | 73,149 |
Income (loss) from operations | (38,808) | 552 |
Reportable Operating Segments [Member] | Europe [Member] | ||
Summary of key financial data [Abstract] | ||
Net sales to external customers | 19,120 | 19,734 |
Net sales | 22,373 | 41,537 |
Income (loss) from operations | (21,402) | 5,025 |
Intersegment Elimination [Member] | ||
Summary of key financial data [Abstract] | ||
Net sales | $ (30,093) | $ (59,688) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Related Party Transactions [Line Items] | ||
Inventory purchase payment from joint venture | $ 0 | $ 1.2 |
Joint venture liability | $ 0.5 | |
Power Solutions [Member] | ||
Related Party Transactions [Line Items] | ||
Minority interest ownership percentage | 49.00% |