Note 2 - Acquisition of Businesses | 3 Months Ended |
Mar. 29, 2014 |
Disclosure Text Block Supplement [Abstract] | ' |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | ' |
2. Acquisition of Businesses |
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SymCom, Inc. |
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On January 3, 2014, the company acquired 100% of SymCom, Inc. (“SymCom”) for $52.0 million net of cash acquired. Headquartered in Rapid City, South Dakota, SymCom provides overload relays and pump controllers primarily to the industrial market. The acquisition allows the company to strengthen its position in the relay products market by adding new products and new customers within its Electrical business unit segment. SymCom is based in Rapid City, South Dakota. The company funded the acquisition with available cash. |
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The following table sets forth the preliminary purchase price allocation for SymCom acquisition-date net assets, in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair values. The company expects to finalize the purchase price allocation for SymCom in the third quarter of 2014 as certain areas remain to be finalized; however, the adjustments are not anticipated to be significant. |
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SymCom preliminary purchase price allocation (in thousands): | | | | | |
Cash | | $ | 325 | | | | | |
Current assets, net | | | 9,704 | | | | | |
Property, plant and equipment | | | 11,193 | | | | | |
Goodwill | | | 13,375 | | | | | |
Trademarks | | | 17,230 | | | | | |
Patents | | | 1,500 | | | | | |
Other non-current assets | | | 20 | | | | | |
Current liabilities | | | (1,022 | ) | | | | |
| | $ | 52,325 | | | | | |
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All SymCom goodwill and other assets and liabilities were recorded in the Electrical business unit segment and reflected in the Americas geographical area. The trademarks are being amortized over 15 to 20 years. The patents are being amortized over 16 to 17 years. The goodwill resulting from this acquisition consists largely of the company’s expected future product sales and synergies from combining SymCom’s products with the company’s existing electrical product offerings. Goodwill for the above acquisition is expected to be deductible for tax purposes. |
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As required by purchase accounting rules, the company recorded a $2.6 million step-up of inventory to its fair value as of the acquisition date. During the first quarter of 2014, as a portion of this inventory was sold, cost of goods sold included a $1.4 million non-cash charge for this step-up. |
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Pro forma financial information is not presented for the SymCom acquisition due to amounts not being materially different than actual results. |
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Hamlin, Inc. |
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On May 31, 2013, the company acquired 100% of Hamlin, Inc. (“Hamlin”) from Key Safety Systems, for $144.4 million (net of cash acquired). Hamlin is a manufacturer of sensor technology providing standard products and custom solutions for leading global manufacturers in the automotive and electronic industries. The acquisition allows the company to expand its automotive and electronics product offerings in the global sensor market in both the Automotive and Electronics business segments. Hamlin is headquartered in Lake Mills, Wisconsin and has manufacturing, engineering and sales offices in the U.S., Mexico, Europe and Asia. The company funded the acquisition with available cash raised from borrowings on the company’s new credit arrangement (See Note 6). |
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The following table sets forth the preliminary purchase price allocation, as of March 29, 2014, for Hamlin acquisition-date net assets, in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair values. The company expects to finalize the purchase price allocation for Hamlin in the second quarter of 2014 as certain areas remain to be finalized; however, the adjustments are not anticipated to be significant. |
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Hamlin preliminary purchase price allocation (in thousands): | | | | | |
Cash | | $ | 15,984 | | | | | |
Current assets, net | | | 27,811 | | | | | |
Property, plant and equipment | | | 24,728 | | | | | |
Goodwill | | | 50,793 | | | | | |
Distribution network | | | 35,327 | | | | | |
Patents and licenses | | | 16,276 | | | | | |
Trademarks | | | 6,522 | | | | | |
Non-current assets | | | 2,452 | | | | | |
Current liabilities | | | (7,309 | ) | | | | |
Non-current liabilities | | | (12,217 | ) | | | | |
| | $ | 160,367 | | | | | |
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All Hamlin goodwill and other assets and liabilities were recorded in the Automotive and Electronics business unit segments and reflected in the Americas, Europe and Asia-Pacific geographical areas. The distribution network, trademarks and patents and licenses are all being amortized over 10 years. The goodwill resulting from this acquisition consists largely of the company’s expected future product sales and synergies from combining Hamlin’s products with the company’s existing product offerings. A portion of the goodwill for the acquisition is not expected to be deductible for tax purposes. |
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The following unaudited pro forma results are provided below for the company’s acquisition of Hamlin and assume that the acquisition of Hamlin had been completed as of the beginning of fiscal year 2012 |
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| | For the three months ended | |
| | 29-Mar-14 | | | 30-Mar-13 | |
| | (Unaudited) | | | (Unaudited) | |
Revenues | | $ | 206,859 | | | $ | 188,709 | |
Net income | | $ | 25,389 | | | $ | 12,211 | |
Net income per share: | | | | | | | | |
Basic | | $ | 1.13 | | | $ | 0.56 | |
Diluted | | $ | 1.12 | | | $ | 0.55 | |
Weighted-average shares and equivalent shares outstanding: | | | | | | | | |
Basic | | | 22,492 | | | | 22,095 | |
Diluted | | | 22,717 | | | | 22,366 | |
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For the three months ended March 29, 2014, Hamlin added approximately $21.9 million in revenue and $0.3 million in net income to the company’s consolidated results. |