Note 2 - Acquisition of Businesses | 9 Months Ended |
Sep. 27, 2014 |
Disclosure Text Block Supplement [Abstract] | ' |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | ' |
2. Acquisition of Businesses |
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The company accounts for acquisitions using the purchase method in accordance with ASC 805, “Business Combinations.” The results of operations of each acquisition have been included in the accompanying consolidated financial statements as of the dates of the acquisition. |
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SymCom, Inc. |
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On January 3, 2014, the company acquired 100% of SymCom, Inc. (“SymCom”) for $52.8 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 and proceeds from credit facilities. |
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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. |
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SymCom preliminary purchase price allocation (in thousands): | | | | | | | | | | | | | |
Cash | | $ | 325 | | | | | | | | | | | | | |
Current assets, net | | | 9,154 | | | | | | | | | | | | | |
Property, plant and equipment | | | 11,193 | | | | | | | | | | | | | |
Goodwill | | | 15,063 | | | | | | | | | | | | | |
Trademarks | | | 17,020 | | | | | | | | | | | | | |
Patents | | | 1,500 | | | | | | | | | | | | | |
Other non-current assets | | | 20 | | | | | | | | | | | | | |
Current liabilities | | | (1,182 | ) | | | | | | | | | | | | |
| | $ | 53,093 | | | | | | | | | | | | | |
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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 initially recorded a $2.6 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. 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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During the second quarter of 2014, the inventory step-up valuation was finalized at $2.8 million which resulted in an additional $1.4 million non-cash charge to cost of goods sold for the second quarter of 2014. |
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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 has manufacturing, engineering and sales offices in the U.S., Mexico, Europe and Asia. Hamlin operations are being integrated into the Electronics and Automotive segments of Littelfuse. 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 final purchase price allocation, as of May 31, 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. |
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Hamlin final purchase price allocation (in thousands): | | | | | | | | | | | | | |
Cash | | $ | 15,984 | | | | | | | | | | | | | |
Current assets, net | | | 27,811 | | | | | | | | | | | | | |
Property, plant and equipment | | | 24,728 | | | | | | | | | | | | | |
Goodwill | | | 51,218 | | | | | | | | | | | | | |
Distribution network | | | 35,327 | | | | | | | | | | | | | |
Patents and licenses | | | 16,276 | | | | | | | | | | | | | |
Trademarks | | | 6,522 | | | | | | | | | | | | | |
Non-current assets | | | 2,452 | | | | | | | | | | | | | |
Current liabilities | | | (7,734 | ) | | | | | | | | | | | | |
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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As required by purchase accounting rules, the company recorded a $2.1 million step-up of inventory to its fair value as of the acquisition date. During the second quarter of 2013, as a portion of this inventory was sold, cost of goods sold included $1.7 million of non-cash charges for this step-up. |
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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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| | (In thousands except for per share amounts) | |
| | For the Three Months Ended | | | For the Nine Months Ended | |
| | Sept. 27, 2014 | | | Sept. 28, 2013 | | | Sept. 27, 2014 | | | Sept. 28, 2013 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (As restated) | |
| | | | | | | | | | | | | | (Unaudited) | |
Revenues | | $ | 217,608 | | | $ | 201,040 | | | $ | 645,375 | | | $ | 591,095 | |
Net income | | $ | 29,940 | | | $ | 26,990 | | | $ | 79,907 | | | $ | 65,425 | |
Net income per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 1.33 | | | $ | 1.2 | | | $ | 3.55 | | | $ | 2.94 | |
Diluted | | $ | 1.32 | | | $ | 1.19 | | | $ | 3.52 | | | $ | 2.91 | |
Weighted-average shares and equivalent shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 22,536 | | | | 22,428 | | | | 22,536 | | | | 22,274 | |
Diluted | | | 22,689 | | | | 22,625 | | | | 22,722 | | | | 22,497 | |
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