Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
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 | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
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 | 9,868,902 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 58,663 | $ 73,411 |
Accounts receivable, net of allowance for doubtful accounts of $1,692 in 2017 and $1,781 in 2016 | 89,228 | 74,416 |
Inventories | 102,992 | 98,871 |
Other current assets | 10,500 | 8,744 |
Total current assets | 261,383 | 255,442 |
Property, plant and equipment, net | 44,947 | 48,755 |
Intangible assets, net | 72,108 | 74,828 |
Goodwill | 19,358 | 17,951 |
Deferred income taxes | 4,262 | 3,410 |
Other assets | 27,881 | 26,354 |
Total assets | 429,939 | 426,740 |
Current liabilities: | ||
Accounts payable | 48,821 | 47,235 |
Accrued expenses | 29,167 | 31,549 |
Current portion of long-term debt | 14,440 | 11,395 |
Other current liabilities | 5,074 | 2,148 |
Total current liabilities | 97,502 | 92,327 |
Long-term liabilities: | ||
Long-term debt | 116,075 | 129,850 |
Liability for uncertain tax positions | 27,339 | 27,458 |
Minimum pension obligation and unfunded pension liability | 17,498 | 16,900 |
Deferred income taxes | 1,597 | 1,460 |
Other liabilities | 305 | 311 |
Total liabilities | 260,316 | 268,306 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, no par value, 1,000,000 shares authorized; none issued | 0 | 0 |
Additional paid-in capital | 27,089 | 27,242 |
Retained earnings | 165,200 | 161,287 |
Accumulated other comprehensive loss | (23,870) | (31,297) |
Total stockholders' equity | 169,623 | 158,434 |
Total liabilities and stockholders' equity | 429,939 | 426,740 |
Class A Common Stock [Member] | ||
Stockholders' Equity: | ||
Common Stock | 217 | 217 |
Class B Common Stock [Member] | ||
Stockholders' Equity: | ||
Common Stock | $ 987 | $ 985 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Accounts receivable, allowance for doubtful accounts | $ 1,692 | $ 1,781 |
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 Common Stock [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 Common Stock [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) | 9,869,102 | 9,851,652 |
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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net sales | $ 131,617 | $ 131,622 | $ 245,285 | $ 252,805 |
Cost of sales | 102,575 | 105,930 | 192,965 | 204,040 |
Gross profit | 29,042 | 25,692 | 52,320 | 48,765 |
Selling, general and administrative expenses | 21,858 | 17,966 | 43,010 | 35,636 |
Impairment of goodwill and other intangible assets | 0 | (2,611) | 0 | 105,972 |
Impairment of property, plant and equipment | 42 | 0 | 42 | 0 |
Restructuring charges | 138 | 373 | 171 | 601 |
Income (loss) from operations | 7,004 | 9,964 | 9,097 | (93,444) |
Interest expense | (1,586) | (1,505) | (3,010) | (3,706) |
Interest income and other, net | (6) | 184 | 48 | 224 |
Earnings (loss) before provision for (benefit from) income taxes | 5,412 | 8,643 | 6,135 | (96,926) |
Provision for (benefit from) income taxes | 2,292 | (14,133) | 2,269 | (19,005) |
Net earnings (loss) available to common shareholders | 3,120 | 22,776 | 3,866 | (77,921) |
Class A Common Share [Member] | ||||
Net earnings (loss) available to common shareholders | $ 530 | $ 3,987 | $ 646 | $ (13,718) |
Net earnings (loss) per common share: | ||||
Common share - basic and diluted (in dollars per share) | $ 0.24 | $ 1.83 | $ 0.30 | $ (6.31) |
Weighted-average number of shares outstanding: | ||||
Common share - basic and diluted (in shares) | 2,175 | 2,175 | 2,175 | 2,175 |
Dividends paid per common share: | ||||
Common share (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.12 | $ 0.12 |
Class B Common Share [Member] | ||||
Net earnings (loss) available to common shareholders | $ 2,590 | $ 18,789 | $ 3,220 | $ (64,203) |
Net earnings (loss) per common share: | ||||
Common share - basic and diluted (in dollars per share) | $ 0.26 | $ 1.93 | $ 0.33 | $ (6.61) |
Weighted-average number of shares outstanding: | ||||
Common share - basic and diluted (in shares) | 9,859 | 9,729 | 9,852 | 9,715 |
Dividends paid per common share: | ||||
Common share (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.14 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) [Abstract] | ||||
Net earnings (loss) available to common stockholders | $ 3,120 | $ 22,776 | $ 3,866 | $ (77,921) |
Other comprehensive income (loss): | ||||
Currency translation adjustment, net of taxes of $153 in the three months ended June 30, 2017, $0 in the three months ended June 30, 2016, $184 in the six months ended June 30, 2017 and $0 in the six months ended June 30, 2016 | 5,661 | (4,071) | 7,572 | (3,043) |
Unrealized gains (losses) on marketable securities arising during the period, net of taxes of $7 in the three months ended June 30, 2017, $33 in the three months ended June 30, 2016, $(170) in the six months ended June 30, 2017 and $60 in the six months ended June 30, 2016 | 12 | 54 | (267) | 98 |
Change in unfunded SERP liability, net of taxes of $32 in the three months ended June 30, 2017, $32 in the three months ended June 30, 2016, $65 in the six months ended June 30, 2017 and $104 in the six months ended June, 2016 | 61 | 66 | 122 | 500 |
Other comprehensive income (loss) | 5,734 | (3,951) | 7,427 | (2,445) |
Comprehensive income (loss) | $ 8,854 | $ 18,825 | $ 11,293 | $ (80,366) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other comprehensive income (loss): | ||||
Currency translation adjustment, tax | $ 153 | $ 0 | $ 184 | $ 0 |
Unrealized gains (losses) on marketable securities arising during the period, tax | 7 | 33 | (170) | 60 |
Change in unfunded SERP liability, tax | $ 32 | $ 32 | $ 65 | $ 104 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 3,866 | $ (77,921) |
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 10,476 | 10,968 |
Stock-based compensation | 1,545 | 1,399 |
Impairment of goodwill and other intangible assets | 0 | 105,972 |
Amortization of deferred financing costs | 670 | 1,052 |
Deferred income taxes | (826) | (6,704) |
Net unrealized losses (gains) on foreign currency revaluation | 2,107 | (582) |
Other, net | 892 | 1,180 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (13,843) | 3,320 |
Inventories | (2,658) | (1,550) |
Account payable | 492 | 944 |
Accrued expenses | (2,409) | (4,134) |
Other operating assets/liabilities, net | (694) | (17,610) |
Net cash (used in) provided by operating activities | (382) | 16,334 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (2,243) | (3,698) |
Proceeds from disposal/sale of property, plant and equipment | 10 | 1 |
Net cash used in investing activities | (2,233) | (3,697) |
Cash flows from financing activities: | ||
Repayments of long-term debt | (15,400) | (27,380) |
Dividends paid to common stockholders | (1,562) | (1,540) |
Payment of deferred financing costs | 0 | (718) |
Borrowings under revolving credit line | 6,000 | 0 |
Repayments of revolving credit line | (2,000) | 0 |
Reduction in notes payable | (213) | (114) |
Net cash used in financing activities | (13,175) | (29,752) |
Effect of exchange rate changes on cash and cash equivalents | 1,042 | (457) |
Net decrease in cash and cash equivalents | (14,748) | (17,572) |
Cash and cash equivalents - beginning of period | 73,411 | 85,040 |
Cash and cash equivalents - end of period | 58,663 | 67,468 |
Cash paid during the period for: | ||
Income tax payments, net of refunds received | 881 | 746 |
Interest payments | $ 2,336 | $ 2,654 |
BASIS OF PRESENTATION AND ACCOU
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES [Abstract] | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES The condensed consolidated balance sheets, statements of operations, comprehensive income (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 and six months ended June 30, 2017 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, 2016. 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, including the interim reporting requirements, 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. 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, 2016. There were no significant changes to these accounting policies during the six months ended June 30, 2017. 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 March 2016, the FASB Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit on the statements of operations. Under current GAAP, excess tax benefits are recognized in additional paid-in capital while tax deficiencies are recognized either as an offset to accumulated excess tax benefits, if any, or on the statements of operations. The Company adopted this guidance effective January 1, 2017. Certain provisions required retrospective/modified retrospective transition while others were applied prospectively. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic - 205-40) Accounting Standards Issued But Not Yet Adopted In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . Current U.S. GAAP prohibits the recognition of current and deferred income taxes for intra-entity asset transfer until the asset has been sold to an is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods, and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. This guidance is not expected to have a material impact on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , to provide a new comprehensive model for lease accounting. Under In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) The Company is still in the process of evaluating the financial statement impacts of the new revenue standards. While we have not yet quantified the related impacts, based on the work performed to date, we anticipate there to be changes with respect to the timing of revenue recognition for certain custom products that have no alternative use for which the Company is entitled to payment as production progresses, as well as the timing of revenue recognition in arrangements for which the customer takes the Company's products from a facility holding consignment inventory, among other areas. The Company is also in the process of reviewing its current systems, internal controls and processes, and evaluating any necessary changes to support the implementation of the new revenue standards, which we expect to implement by the end of 2017. The new revenue standards become effective for the Company in the first quarter of fiscal year 2018. We anticipate using the modified retrospective approach to adopting the new revenue standards where we recognize the cumulative effect of initially applying the new revenue standards as an adjustment to the opening balance of retained earnings. In preparation for adoption of the new guidance, we have reviewed representative samples of contracts and other forms of agreements with customers globally and are evaluating the provisions under the five-step model specified by the new revenue standards. In addition, we continue to monitor additional interpretive guidance related to the new revenue standards as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available. In January 2017, the FASB issued Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09") |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2017 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
EARNINGS (LOSS) PER SHARE | 2. EARNINGS (LOSS) PER SHARE The following table sets forth the calculation of basic and diluted net earnings (loss) per common share under the two-class method for the three and six months ended June 30, 2017 and 2016: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Numerator: Net earnings (loss) $ 3,120 $ 22,776 $ 3,866 $ (77,921 ) Less dividends declared: Class A 131 131 261 261 Class B 689 678 1,388 1,360 Undistributed earnings (loss) $ 2,300 $ 21,967 $ 2,217 $ (79,542 ) Undistributed earnings (loss) allocation - basic and diluted: Class A undistributed earnings (loss) $ 399 $ 3,856 $ 385 $ (13,979 ) Class B undistributed earnings (loss) 1,901 18,111 1,832 (65,563 ) Total undistributed earnings (loss) $ 2,300 $ 21,967 $ 2,217 $ (79,542 ) Net earnings (loss) allocation - basic and diluted: Class A net earnings (loss) $ 530 $ 3,987 $ 646 $ (13,718 ) Class B net earnings (loss) 2,590 18,789 3,220 (64,203 ) Net earnings (loss) $ 3,120 $ 22,776 $ 3,866 $ (77,921 ) Denominator: Weighted-average shares outstanding: Class A - basic and diluted 2,175 2,175 2,175 2,175 Class B - basic and diluted 9,859 9,729 9,852 9,715 Net earnings (loss) per share: Class A - basic and diluted $ 0.24 $ 1.83 $ 0.30 $ (6.31 ) Class B - basic and diluted $ 0.26 $ 1.93 $ 0.33 $ (6.61 ) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2017 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENTS F Level 1 Level 2 Level 3 As of June 30, 2017 and December 31, 2016, 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 June 30, 2017 and December 31, 2016. The gross unrealized gains associated with the investment securities held in the rabbi trust were $0.2 million and $0.7 million at June 30, 2017 and December 31, 2016, respectively. Such unrealized gains are included, net of tax, in accumulated other comprehensive loss. As of June 30, 2017 and December 31, 2016, our available-for-sale securities, which primarily consist of investments held in a rabbi trust of $1.7 million at each date 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 six months ended June 30, 2017 or June 30, 2016. There were no changes to the Company's valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the six months ended June 30, 2017. There were no financial assets accounted for at fair value on a nonrecurring basis as of June 30, 2017 or December 31, 2016. 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. At June 30, 2017 and December 31, 2016, the estimated fair value of total debt was $133.4 million and $144.3 million, respectively, compared to a carrying amount of $130.5 million and $141.2 million, respectively. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of June 30, 2017. 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 upon the occurrence of a triggering event or in the case of goodwill, on at least an annual basis. 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 the reporting units. As a result, the Company recorded provisional non-cash goodwill and other intangible assets impairment charges totaling $108.6 million during the first quarter of 2016. During the second quarter of 2016, the Company finalized its interim impairment test, which resulted in a $2.6 million reduction to the provisional impairment charge recorded during the first quarter of 2016. There were no triggering events that occurred during the first half of 2017 that would warrant interim impairment testing. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2017 | |
INVENTORIES [Abstract] | |
INVENTORIES | 4. INVENTORIES The components of inventories are as follows: June 30, December 31, 2017 2016 Raw materials $ 43,827 $ 43,376 Work in progress 20,278 18,008 Finished goods 38,887 37,487 Inventories $ 102,992 $ 98,871 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2017 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following: June 30, December 31, 2017 2016 Land $ 2,250 $ 2,234 Buildings and improvements 30,444 30,061 Machinery and equipment 114,628 113,780 Construction in progress 2,302 3,029 149,624 149,104 Accumulated depreciation (104,677 ) (100,349 ) Property, plant and equipment, net $ 44,947 $ 48,755 Depreciation expense for the three months ended June 30, 2017 and 2016 was $3.4 million and $3.7 million, respectively. Depreciation expense for the six months ended June 30, 2017 and 2016 was $7.0 million and $7.4 million, respectively. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2017 | |
ACCRUED EXPENSES [Abstract] | |
ACCRUED EXPENSES | 6. ACCRUED EXPENSES Accrued expenses consist of the following: June 30, December 31, 2017 2016 Sales commissions $ 2,213 $ 2,066 Subcontracting labor 1,308 1,370 Salaries, bonuses and related benefits 15,497 17,587 Warranty accrual 2,417 2,718 Other 7,732 7,808 $ 29,167 $ 31,549 A tabular presentation of the activity within the warranty accrual account for the six months ended June 30, 2017 and 2016 is presented below: Six Months Ended June 30, 2017 2016 Balance, January 1 $ 2,718 $ 3,659 Charges and costs accrued 27 91 Adjustments related to pre-existing warranties (including changes in estimates) (282 ) (735 ) Less repair costs incurred (119 ) (278 ) Currency translation 73 (19 ) Balance, June 30 $ 2,417 $ 2,718 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2017 | |
DEBT [Abstract] | |
DEBT | 7. DEBT The Company has a Credit and Security Agreement (as amended, the "CSA") consisting of (i) a term loan, with outstanding borrowings of $128.4 million and $143.8 million at June 30, 2017 and December 31, 2016, respectively and (ii) a $50 million revolving credit facility ("Revolver"), with $4.0 million and $0 outstanding borrowings at June 30, 2017 and December 31, 2016, respectively. At June 30, 2017 and December 31, 2016, the carrying value of the debt on the condensed consolidated balance sheet is reflected net of deferred financing costs of $1.9 million and $2.6 million, respectively. The weighted-average interest rate in effect was 3.50% at June 30, 2017 and 3.06% at December 31, 2016 and consisted of LIBOR plus the Company's credit spread, as determined per the terms of the CSA. The Company incurred $1.6 million and $1.5 million of interest expense during the three months ended June 30, 2017 and 2016, respectively, and $3.0 million and $3.7 million of interest expense during the six months ended June 30, 2017 and 2016, respectively. 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 June 30, 2017, the Company was in compliance with its debt covenants, including its most restrictive covenant, the Leverage Ratio. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 8. 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 2013 and for state examinations before 2010. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2006 in Asia and generally 2009 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 June 30, 2017. The Company's liabilities for uncertain tax positions totaled $28.4 million and $27.8 million at June 30, 2017 and December 31, 2016, respectively, of which $1.1 million and $0.4 million, respectively, is included in other current liabilities. These amounts, if recognized, would reduce the Company's effective tax rate. As of June 30, 2017, $0.4 million of the Company's liabilities for uncertain tax positions was reversed and approximately $1.1 million are expected to be reversed during the next twelve months by way of expiration of the related statute of limitations. In connection with the acquisition of the Power-One Power Solutions business ("Power Solutions") from ABB Ltd. ("ABB") in 2014, the Company assumed a liability for additional uncertain tax positions related to various tax matters for the years 2007 through 2013. From the date of acquisition through June 30, 2017, the Company has recorded $4.9 million of interest and penalties pertaining to this issue, of which $2.6 million was reversed during 2016 in relation to the settlement of the exposure. The Company will continue to accrue approximately $ million annually until the issues are resolved. The Company's policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes. During the six months ended June 30, 2017 and 2016, the Company recognized $0.4 million and $0.6 million, respectively, in interest and penalties in the condensed consolidated statements of operations. During the three and six months ended June 30, 2016, the Company recognized a benefit of $1.3 million and $2.6 million, respectively, for the reversal of such interest and penalties. There were no reversals of interest or penalties in the three or six months ended June 30, 2017. The Company has approximately $2.6 million and $2.2 million, accrued for the payment of such interest and penalties at June 30, 2017 and December 31, 2016, 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 | 6 Months Ended |
Jun. 30, 2017 | |
RETIREMENT FUND AND PROFIT SHARING PLAN [Abstract] | |
RETIREMENT FUND AND PROFIT SHARING PLAN | 9. 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 June 30, 2017 and 2016 amounted to $0.3 million in both periods. The expense for the six months ended June 30, 2017 and 2016 amounted to $0.6 million in both periods. As of June 30, 2017, the plan owned 42,642 and 145,524 shares of Bel Fuse Inc. Class A and Class B common stock, respectively. Effective January 1, 2017, the Company's matching contribution will be made in the form of Bel Fuse Inc. Class A common stock. During 2016, the employer match was made in cash. 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 June 30, 2017 and 2016 amounted to $0.1 million in both periods. The expense for the six months ended June 30, 2017 and 2016 amounted to $0.2 million and $0.1 million, respectively. As of June 30, 2017, 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 other key employees of the Company supplemental retirement and death benefits. As discussed in Note 3 above, the Company has investments in a rabbi trust which are intended to fund the obligations of the SERP. The SERP expense for the periods and amounts presented below is allocated between cost of sales and selling, general and administrative expense in the condensed consolidated statements of operations based upon the classification of plan participants. The components of SERP expense are as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Service cost $ 175 $ 148 $ 350 $ 296 Interest cost 168 165 337 330 Net amortization 94 98 187 196 Net periodic benefit cost $ 437 $ 411 $ 874 $ 822 The following amounts are recognized net of tax in accumulated other comprehensive loss: June 30, December 31, 2017 2016 Prior service cost $ 1,055 $ 1,172 Net loss 2,900 2,970 $ 3,955 $ 4,142 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | 10. ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss at June 30, 2017 and December 31, 2016 are summarized below: June 30, December 31, 2017 2016 Foreign currency translation adjustment, net of taxes of ($800) at June 30, 2017 and ($984) at December 31, 2016 $ (21,405 ) $ (28,976 ) Unrealized holding gains on available-for-sale securities, net of taxes of $92 at June 30, 2017 and $263 at December 31, 2016 157 424 Unfunded SERP liability, net of taxes of ($1,333) at June 30, 2017 and ($1,398) at December 31, 2016 (2,622 ) (2,745 ) Accumulated other comprehensive loss $ (23,870 ) $ (31,297 ) Changes in accumulated other comprehensive loss by component during the six months ended June 30, 2017 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, 2017 $ (28,976 ) $ 424 $ (2,745 ) $ (31,297 ) Other comprehensive income before reclassifications 7,571 (267 ) - 7,304 Amount reclassified from accumulated other comprehensive loss - - 123 (a) 123 Net current period other comprehensive income 7,571 (267 ) 123 7,427 Balance at June 30, 2017 $ (21,405 ) $ 157 $ (2,622 ) $ (23,870 ) (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 | 6 Months Ended |
Jun. 30, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. 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. An appeal was filed on July 18, 2015 before the Regional Tax Commission of Florence and rejected. On December 5, 2016, the Arezzo Revenue Agency filed an appeal with the Supreme Court and BPS China filed a counter-appeal on January 4, 2017. The Supreme Court has yet to render its judgment. 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 June 30, 2017 and December 31, 2016. 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 filed its defense to Setec's complaint and a nullity lawsuit against Setec's patent on August 31, 2016. The Court hearing on infringement took place on March 23, 2017. Upon hearing argument from both parties, the Court issued a decision on April 6, 2017 staying the infringement case pending resolution of the nullity lawsuit. The nullity lawsuit is currently pending before the Patent Court in Munich, Germany. The Company does not have enough information at this time in order to make any further conclusions or assessments as to infringement or any 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 consolidated financial condition or results of operations. |
SEGMENTS
SEGMENTS | 6 Months Ended |
Jun. 30, 2017 | |
SEGMENTS [Abstract] | |
SEGMENTS | 12. 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Net Sales to External Customers: North America $ 64,905 $ 67,349 $ 125,335 $ 133,650 Asia 46,071 43,724 81,883 79,485 Europe 20,641 20,549 38,067 39,670 $ 131,617 $ 131,622 $ 245,285 $ 252,805 Net Sales: North America $ 67,970 $ 70,475 $ 131,125 $ 139,730 Asia 70,419 66,969 126,830 126,617 Europe 23,416 23,432 43,801 45,805 Less intercompany net sales (30,188 ) (29,254 ) (56,471 ) (59,347 ) $ 131,617 $ 131,622 $ 245,285 $ 252,805 Income (Loss) from Operations: North America $ 948 $ 1,392 $ 1,678 $ (41,796 ) Asia 5,314 5,451 6,350 (33,358 ) Europe 742 3,121 1,069 (18,290 ) $ 7,004 $ 9,964 $ 9,097 $ (93,444 ) 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 | 6 Months Ended |
Jun. 30, 2017 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 13. 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 did not purchase any inventory from the joint venture during the three or six months ended June 30, 2017 or 2016. At June 30, 2017, the Company owed the joint venture approximately $0.5 million, which is included in accounts payable on the accompanying condensed consolidated balance sheet. Subsequent to June 30, 2017, the Company divested its 49% interest in the joint venture in exchange for an extinguishment of the accounts payable balance of $0.5 million. As the interest in the joint venture had a carrying value of zero, a $0.5 million gain will be recorded during the third quarter of 2017 related to this divestiture. |
BASIS OF PRESENTATION AND ACC21
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES [Abstract] | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In March 2016, the FASB Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit on the statements of operations. Under current GAAP, excess tax benefits are recognized in additional paid-in capital while tax deficiencies are recognized either as an offset to accumulated excess tax benefits, if any, or on the statements of operations. The Company adopted this guidance effective January 1, 2017. Certain provisions required retrospective/modified retrospective transition while others were applied prospectively. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic - 205-40) Accounting Standards Issued But Not Yet Adopted In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . Current U.S. GAAP prohibits the recognition of current and deferred income taxes for intra-entity asset transfer until the asset has been sold to an is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods, and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. This guidance is not expected to have a material impact on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , to provide a new comprehensive model for lease accounting. Under In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) The Company is still in the process of evaluating the financial statement impacts of the new revenue standards. While we have not yet quantified the related impacts, based on the work performed to date, we anticipate there to be changes with respect to the timing of revenue recognition for certain custom products that have no alternative use for which the Company is entitled to payment as production progresses, as well as the timing of revenue recognition in arrangements for which the customer takes the Company's products from a facility holding consignment inventory, among other areas. The Company is also in the process of reviewing its current systems, internal controls and processes, and evaluating any necessary changes to support the implementation of the new revenue standards, which we expect to implement by the end of 2017. The new revenue standards become effective for the Company in the first quarter of fiscal year 2018. We anticipate using the modified retrospective approach to adopting the new revenue standards where we recognize the cumulative effect of initially applying the new revenue standards as an adjustment to the opening balance of retained earnings. In preparation for adoption of the new guidance, we have reviewed representative samples of contracts and other forms of agreements with customers globally and are evaluating the provisions under the five-step model specified by the new revenue standards. In addition, we continue to monitor additional interpretive guidance related to the new revenue standards as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available. In January 2017, the FASB issued Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09") |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
Schedule of earnings and weighted average shares outstanding used in the computation of basic and diluted earnings (loss) per share | The following table sets forth the calculation of basic and diluted net earnings (loss) per common share under the two-class method for the three and six months ended June 30, 2017 and 2016: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Numerator: Net earnings (loss) $ 3,120 $ 22,776 $ 3,866 $ (77,921 ) Less dividends declared: Class A 131 131 261 261 Class B 689 678 1,388 1,360 Undistributed earnings (loss) $ 2,300 $ 21,967 $ 2,217 $ (79,542 ) Undistributed earnings (loss) allocation - basic and diluted: Class A undistributed earnings (loss) $ 399 $ 3,856 $ 385 $ (13,979 ) Class B undistributed earnings (loss) 1,901 18,111 1,832 (65,563 ) Total undistributed earnings (loss) $ 2,300 $ 21,967 $ 2,217 $ (79,542 ) Net earnings (loss) allocation - basic and diluted: Class A net earnings (loss) $ 530 $ 3,987 $ 646 $ (13,718 ) Class B net earnings (loss) 2,590 18,789 3,220 (64,203 ) Net earnings (loss) $ 3,120 $ 22,776 $ 3,866 $ (77,921 ) Denominator: Weighted-average shares outstanding: Class A - basic and diluted 2,175 2,175 2,175 2,175 Class B - basic and diluted 9,859 9,729 9,852 9,715 Net earnings (loss) per share: Class A - basic and diluted $ 0.24 $ 1.83 $ 0.30 $ (6.31 ) Class B - basic and diluted $ 0.26 $ 1.93 $ 0.33 $ (6.61 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
INVENTORIES [Abstract] | |
Components of inventories | The components of inventories are as follows: June 30, December 31, 2017 2016 Raw materials $ 43,827 $ 43,376 Work in progress 20,278 18,008 Finished goods 38,887 37,487 Inventories $ 102,992 $ 98,871 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
Property, plant and equipment | Property, plant and equipment consist of the following: June 30, December 31, 2017 2016 Land $ 2,250 $ 2,234 Buildings and improvements 30,444 30,061 Machinery and equipment 114,628 113,780 Construction in progress 2,302 3,029 149,624 149,104 Accumulated depreciation (104,677 ) (100,349 ) Property, plant and equipment, net $ 44,947 $ 48,755 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
ACCRUED EXPENSES [Abstract] | |
Accrued expenses | Accrued expenses consist of the following: June 30, December 31, 2017 2016 Sales commissions $ 2,213 $ 2,066 Subcontracting labor 1,308 1,370 Salaries, bonuses and related benefits 15,497 17,587 Warranty accrual 2,417 2,718 Other 7,732 7,808 $ 29,167 $ 31,549 |
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 six months ended June 30, 2017 and 2016 is presented below: Six Months Ended June 30, 2017 2016 Balance, January 1 $ 2,718 $ 3,659 Charges and costs accrued 27 91 Adjustments related to pre-existing warranties (including changes in estimates) (282 ) (735 ) Less repair costs incurred (119 ) (278 ) Currency translation 73 (19 ) Balance, June 30 $ 2,417 $ 2,718 |
RETIREMENT FUND AND PROFIT SH26
RETIREMENT FUND AND PROFIT SHARING PLAN (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
RETIREMENT FUND AND PROFIT SHARING PLAN [Abstract] | |
Components of SERP expense | The components of SERP expense are as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Service cost $ 175 $ 148 $ 350 $ 296 Interest cost 168 165 337 330 Net amortization 94 98 187 196 Net periodic benefit cost $ 437 $ 411 $ 874 $ 822 |
Gross amounts recognized in accumulated other comprehensive loss, net of tax | The following amounts are recognized net of tax in accumulated other comprehensive loss: June 30, December 31, 2017 2016 Prior service cost $ 1,055 $ 1,172 Net loss 2,900 2,970 $ 3,955 $ 4,142 |
ACCUMULATED OTHER COMPREHENSI27
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS [Abstract] | |
Components of accumulated other comprehensive loss | The components of accumulated other comprehensive loss at June 30, 2017 and December 31, 2016 are summarized below: June 30, December 31, 2017 2016 Foreign currency translation adjustment, net of taxes of ($800) at June 30, 2017 and ($984) at December 31, 2016 $ (21,405 ) $ (28,976 ) Unrealized holding gains on available-for-sale securities, net of taxes of $92 at June 30, 2017 and $263 at December 31, 2016 157 424 Unfunded SERP liability, net of taxes of ($1,333) at June 30, 2017 and ($1,398) at December 31, 2016 (2,622 ) (2,745 ) Accumulated other comprehensive loss $ (23,870 ) $ (31,297 ) |
Changes in accumulated other comprehensive loss by component | Changes in accumulated other comprehensive loss by component during the six months ended June 30, 2017 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, 2017 $ (28,976 ) $ 424 $ (2,745 ) $ (31,297 ) Other comprehensive income before reclassifications 7,571 (267 ) - 7,304 Amount reclassified from accumulated other comprehensive loss - - 123 (a) 123 Net current period other comprehensive income 7,571 (267 ) 123 7,427 Balance at June 30, 2017 $ (21,405 ) $ 157 $ (2,622 ) $ (23,870 ) (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) | 6 Months Ended |
Jun. 30, 2017 | |
SEGMENTS [Abstract] | |
Key financial data | The following is a summary of key financial data: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Net Sales to External Customers: North America $ 64,905 $ 67,349 $ 125,335 $ 133,650 Asia 46,071 43,724 81,883 79,485 Europe 20,641 20,549 38,067 39,670 $ 131,617 $ 131,622 $ 245,285 $ 252,805 Net Sales: North America $ 67,970 $ 70,475 $ 131,125 $ 139,730 Asia 70,419 66,969 126,830 126,617 Europe 23,416 23,432 43,801 45,805 Less intercompany net sales (30,188 ) (29,254 ) (56,471 ) (59,347 ) $ 131,617 $ 131,622 $ 245,285 $ 252,805 Income (Loss) from Operations: North America $ 948 $ 1,392 $ 1,678 $ (41,796 ) Asia 5,314 5,451 6,350 (33,358 ) Europe 742 3,121 1,069 (18,290 ) $ 7,004 $ 9,964 $ 9,097 $ (93,444 ) |
BASIS OF PRESENTATION AND ACC29
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Jan. 01, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Income tax benefits | $ 2,292 | $ (14,133) | $ 2,269 | $ (19,005) | |
ASU 2016-09 [Member] | Additional Paid-in Capital [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Income tax benefits | $ 1,700 | ||||
ASU 2016-09 [Member] | Retained Earnings [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Income tax benefits | $ (1,700) |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator [Abstract] | ||||
Net earnings (loss) | $ 3,120 | $ 22,776 | $ 3,866 | $ (77,921) |
Undistributed earnings (loss) | 2,300 | 21,967 | 2,217 | (79,542) |
Class A [Member] | ||||
Numerator [Abstract] | ||||
Net earnings (loss) | 530 | 3,987 | 646 | (13,718) |
Less dividends declared | 131 | 131 | 261 | 261 |
Undistributed earnings (loss) | $ 399 | $ 3,856 | $ 385 | $ (13,979) |
Weighted-average shares outstanding [Abstract] | ||||
Basic and diluted (in shares) | 2,175 | 2,175 | 2,175 | 2,175 |
Net earnings (loss) per share [Abstract] | ||||
Basic and diluted (in dollars per share) | $ 0.24 | $ 1.83 | $ 0.30 | $ (6.31) |
Class B [Member] | ||||
Numerator [Abstract] | ||||
Net earnings (loss) | $ 2,590 | $ 18,789 | $ 3,220 | $ (64,203) |
Less dividends declared | 689 | 678 | 1,388 | 1,360 |
Undistributed earnings (loss) | $ 1,901 | $ 18,111 | $ 1,832 | $ (65,563) |
Weighted-average shares outstanding [Abstract] | ||||
Basic and diluted (in shares) | 9,859 | 9,729 | 9,852 | 9,715 |
Net earnings (loss) per share [Abstract] | ||||
Basic and diluted (in dollars per share) | $ 0.26 | $ 1.93 | $ 0.33 | $ (6.61) |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Transfers in (out) between levels | $ 0 | $ 0 | $ 0 | ||
Fair value of total debt | 133.4 | $ 144.3 | |||
Carrying amount of long-term debt | 130.5 | 141.2 | |||
Impairment charges | $ 108.6 | $ 106 | |||
Decrease in impairment charge | $ (2.6) | ||||
Investments held in Rabbi Trust [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities carrying amount | 1.7 | 1.7 | |||
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 | 0.2 | 0.7 | |||
Nonrecurring [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Financial assets accounted at fair value | $ 0 | $ 0 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Components of inventories [Abstract] | ||
Raw materials | $ 43,827 | $ 43,376 |
Work in progress | 20,278 | 18,008 |
Finished goods | 38,887 | 37,487 |
Inventories | $ 102,992 | $ 98,871 |
PROPERTY, PLANT AND EQUIPMENT33
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Property, plant and equipment [Abstract] | |||||
Property, plant and equipment, gross | $ 149,624 | $ 149,624 | $ 149,104 | ||
Accumulated depreciation | (104,677) | (104,677) | (100,349) | ||
Property, plant and equipment, net | 44,947 | 44,947 | 48,755 | ||
Depreciation expense | 3,400 | $ 3,700 | 7,000 | $ 7,400 | |
Land [Member] | |||||
Property, plant and equipment [Abstract] | |||||
Property, plant and equipment, gross | 2,250 | 2,250 | 2,234 | ||
Buildings and Improvements [Member] | |||||
Property, plant and equipment [Abstract] | |||||
Property, plant and equipment, gross | 30,444 | 30,444 | 30,061 | ||
Machinery and Equipment [Member] | |||||
Property, plant and equipment [Abstract] | |||||
Property, plant and equipment, gross | 114,628 | 114,628 | 113,780 | ||
Construction in Progress [Member] | |||||
Property, plant and equipment [Abstract] | |||||
Property, plant and equipment, gross | $ 2,302 | $ 2,302 | $ 3,029 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
ACCRUED EXPENSES [Abstract] | |||
Sales commissions | $ 2,213 | $ 2,066 | |
Subcontracting labor | 1,308 | 1,370 | |
Salaries, bonuses and related benefits | 15,497 | 17,587 | |
Warranty accrual | 2,417 | 2,718 | |
Other | 7,732 | 7,808 | |
Accrued expenses | 29,167 | $ 31,549 | |
Schedule of warranty accrual account for the period from the acquisition date [Roll Forward] | |||
Beginning balance as of beginning of period | 2,718 | $ 3,659 | |
Charges and costs accrued | 27 | 91 | |
Adjustments related to pre-existing warranties (including changes in estimates) | (282) | (735) | |
Less repair costs incurred | (119) | (278) | |
Currency translation | 73 | (19) | |
Ending balance as of end of period | $ 2,417 | $ 2,718 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | |||||
Deferred finance cost net | $ 1.9 | $ 1.9 | $ 2.6 | ||
Interest rate on borrowings outstanding | 3.50% | 3.50% | 3.06% | ||
Interest expense incurred | $ 1.6 | $ 1.5 | $ 3 | $ 3.7 | |
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding borrowings | 4 | 4 | $ 0 | ||
Available line of credit | 50 | 50 | 50 | ||
Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding borrowings | $ 128.4 | $ 128.4 | $ 143.8 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||||
Liability for uncertain tax positions | $ 28.4 | $ 28.4 | $ 27.8 | ||
Liability for uncertain tax positions - current | 1.1 | 1.1 | 0.4 | ||
Liability for uncertain positions reversed due to lapse in statute of limitations | (0.4) | ||||
Liability for uncertain positions expected to be reversed in next fiscal year | 1.1 | ||||
Interest and penalties uncertain tax positions recognized | 0.4 | $ 0.6 | |||
Benefit on reversal of interest and penalties | 0 | $ (1.3) | 0 | $ (2.6) | |
Accrued interest and penalties uncertain tax positions | 2.6 | 2.6 | $ 2.2 | ||
Power Solutions [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Interest and penalties uncertain tax positions recognized | 4.9 | ||||
Interest and penalties uncertain tax positions recognized reversal | (2.6) | ||||
Annual accrual for liability for uncertain tax positions | $ 0.7 | $ 0.7 |
RETIREMENT FUND AND PROFIT SH37
RETIREMENT FUND AND PROFIT SHARING PLAN (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Class A Common Stock [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Shares owned by plan (in shares) | 42,642 | 42,642 | |||
Class B Common Stock [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Shares owned by plan (in shares) | 145,524 | 145,524 | |||
Retirement Fund [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Compensation expense | $ 300 | $ 300 | $ 600 | $ 600 | |
Retirement Fund [Member] | Class A Common Stock [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Shares owned by plan (in shares) | 3,323 | 3,323 | |||
Retirement Fund [Member] | Class B Common Stock [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Shares owned by plan (in shares) | 17,342 | 17,342 | |||
401K Plan [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Compensation expense | $ 100 | 100 | $ 200 | 100 | |
SERP [Member] | |||||
Components of SERP expense [Abstract] | |||||
Service cost | 175 | 148 | 350 | 296 | |
Interest cost | 168 | 165 | 337 | 330 | |
Net amortization | 94 | 98 | 187 | 196 | |
Net periodic benefit cost | 437 | $ 411 | 874 | $ 822 | |
Amounts recognized in accumulated other comprehensive loss, pretax [Abstract] | |||||
Prior service cost | 1,055 | 1,055 | $ 1,172 | ||
Net loss | 2,900 | 2,900 | 2,970 | ||
Total amounts recognized in accumulated other comprehensive loss | $ 3,955 | $ 3,955 | $ 4,142 |
ACCUMULATED OTHER COMPREHENSI38
ACCUMULATED OTHER COMPREHENSIVE LOSS, Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accumulated other comprehensive loss [Abstract] | ||
Foreign currency translation adjustment, net of taxes of ($800) at June 30, 2017 and ($984) at December 31, 2016 | $ (21,405) | $ (28,976) |
Unrealized holding gains on available-for-sale securities, net of taxes of $92 at June 30, 2017 and $263 at December 31, 2016 | 157 | 424 |
Unfunded SERP liability, net of taxes of ($1,333) at June 30, 2017 and ($1,398) at December 31, 2016 | (2,622) | (2,745) |
Accumulated other comprehensive loss | (23,870) | (31,297) |
Accumulated other comprehensive loss, tax [Abstract] | ||
Foreign currency translation adjustment, tax | (800) | (984) |
Unrealized holding gains on available-for-sale securities, tax | 92 | 263 |
Change in unfunded SERP liability, tax | $ (1,333) | $ (1,398) |
ACCUMULATED OTHER COMPREHENSI39
ACCUMULATED OTHER COMPREHENSIVE LOSS, Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | |||||
Balance | $ 158,434 | ||||
Other comprehensive income before reclassifications | 7,304 | ||||
Amount reclassified from accumulated other comprehensive loss | 123 | ||||
Net current period other comprehensive income | $ 5,734 | $ (3,951) | 7,427 | $ (2,445) | |
Balance | 169,623 | 169,623 | |||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | |||||
Balance | (31,297) | ||||
Balance | (23,870) | (23,870) | |||
Foreign Currency Translation Adjustment [Member] | |||||
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | |||||
Balance | (28,976) | ||||
Other comprehensive income before reclassifications | 7,571 | ||||
Amount reclassified from accumulated other comprehensive loss | 0 | ||||
Net current period other comprehensive income | 7,571 | ||||
Balance | (21,405) | (21,405) | |||
Unrealized Holding Gains on Available-for-Sale Securities [Member] | |||||
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | |||||
Balance | 424 | ||||
Other comprehensive income before reclassifications | (267) | ||||
Amount reclassified from accumulated other comprehensive loss | 0 | ||||
Net current period other comprehensive income | (267) | ||||
Balance | 157 | 157 | |||
Unfunded SERP Liability [Member] | |||||
Changes in Accumulated Other Comprehensive Loss by Component [Roll Forward] | |||||
Balance | (2,745) | ||||
Other comprehensive income before reclassifications | 0 | ||||
Amount reclassified from accumulated other comprehensive loss | [1] | 123 | |||
Net current period other comprehensive income | 123 | ||||
Balance | $ (2,622) | $ (2,622) | |||
[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, 2015DefendantPatent | Jun. 30, 2017USD ($) | |
Loss Contingencies [Line Items] | ||
Number of subsidiary entity against lawsuit | DefendantPatent | 3 | |
Arezzo Revenue Agency [Member] | ||
Loss Contingencies [Line Items] | ||
Noncurrent liability and offsetting indemnification asset | $ | $ 12 |
SEGMENTS (Details)
SEGMENTS (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Jun. 30, 2017USD ($)IndustrySegment | Jun. 30, 2016USD ($) | |
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 | $ 131,617 | $ 131,622 | $ 245,285 | $ 252,805 | |
Net sales | 131,617 | 131,622 | 245,285 | 252,805 | |
Income (Loss) from operations | 7,004 | 9,964 | 9,097 | (93,444) | |
Impairment charges | $ 108,600 | 106,000 | |||
Reduction of impairment charge | 2,600 | ||||
Reportable Operating Segments [Member] | North America [Member] | |||||
Summary of key financial data [Abstract] | |||||
Net sales to external customers | 64,905 | 67,349 | 125,335 | 133,650 | |
Net sales | 67,970 | 70,475 | 131,125 | 139,730 | |
Income (Loss) from operations | 948 | 1,392 | 1,678 | (41,796) | |
Impairment charges | 44,000 | ||||
Reportable Operating Segments [Member] | Asia [Member] | |||||
Summary of key financial data [Abstract] | |||||
Net sales to external customers | 46,071 | 43,724 | 81,883 | 79,485 | |
Net sales | 70,419 | 66,969 | 126,830 | 126,617 | |
Income (Loss) from operations | 5,314 | 5,451 | 6,350 | (33,358) | |
Impairment charges | 41,700 | ||||
Reportable Operating Segments [Member] | Europe [Member] | |||||
Summary of key financial data [Abstract] | |||||
Net sales to external customers | 20,641 | 20,549 | 38,067 | 39,670 | |
Net sales | 23,416 | 23,432 | 43,801 | 45,805 | |
Income (Loss) from operations | 742 | 3,121 | 1,069 | (18,290) | |
Impairment charges | 20,300 | ||||
Intersegment Elimination [Member] | |||||
Summary of key financial data [Abstract] | |||||
Net sales | $ (30,188) | $ (29,254) | $ (56,471) | $ (59,347) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 04, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Subsequent Event [Member] | |||||
Related Party Transactions [Line Items] | |||||
Gain from divestiture of business | $ 0.5 | ||||
Power Solutions [Member] | |||||
Related Party Transactions [Line Items] | |||||
Minority interest ownership percentage | 49.00% | 49.00% | |||
People's Republic of China Joint Venture [Member] | |||||
Related Party Transactions [Line Items] | |||||
Inventory purchase payment from joint venture | $ 0 | $ 0 | $ 0 | $ 0 | |
Joint venture liability | $ 0.5 | $ 0.5 |