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ACQUISITIONS (Tables) | 6 Months Ended
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Jun. 30, 2013
ACQUISITIONS [Abstract] |
Schedule of acquisition date fair values of assets acquired and liabilities assumed | While the initial accounting related to the TRP acquisition is not complete as of the filing date of this Form 10-Q, the following table depicts the Company’s initial estimate of the acquisition date fair values of the consideration paid or payable and identifiable net assets acquired (in thousands):
|  |  |  |  |  | Measurement |  |  |  |
|  |  |  |  |  | Period |  |  | March 29, 2013 |
|  | March 29, 2013 |  |  |  | Adjustments |  |  | (As adjusted) |
Cash |  | $ | 8,388 |  |  |  | $ | - |  |  | $ | 8,388 |
Accounts receivable |  |  | 11,580 |  |  |  |  | (39 | ) |  |  | 11,541 |
Inventories |  |  | 6,258 |  | (a) |  |  | 707 |  |  |  | 6,965 |
Other current assets |  |  | 1,953 |  |  |  |  | - |  |  |  | 1,953 |
Property, plant and equipment |  |  | 4,693 |  | (b) |  |  | (165 | ) |  |  | 4,528 |
Intangible assets |  |  | - |  | (c) |  |  | - |  |  |  | - |
Other assets |  |  | 1,151 |  |  |  |  | - |  |  |  | 1,151 |
Total identifiable assets |  |  | 34,023 |  |  |  |  | 503 |  |  |  | 34,526 |
Accounts payable |  |  | (8,565 | ) |  |  |  | - |  |  |  | (8,565 | )
Accrued expenses |  |  | (4,003 | ) |  |  |  | (21 | ) |  |  | (4,024 | )
Other current liabilities |  |  | (25 | ) |  |  |  | 1 |  |  |  | (24 | )
Total liabilities assumed |  |  | (12,593 | ) |  |  |  | (20 | ) |  |  | (12,613 | )
Net identifiable assets acquired |  |  | 21,430 |  |  |  |  | 483 |  |  |  | 21,913 |
Goodwill |  |  | 8,278 |  | (d) |  |  | (85 | ) |  |  | 8,193 |
Net assets acquired |  | $ | 29,708 |  |  |  | $ | 398 |  |  | $ | 30,106 |
Cash paid |  | $ | 22,400 |  |  |  | $ | 6,920 |  |  | $ | 29,320 |
Assumption of severance payment |  |  | 109 |  |  |  |  | (109 | ) |  |  | - |
Fair value of grant of license |  |  | - |  | (e) |  |  | - |  |  |  | - |
Fair value of consideration transferred |  |  | 22,509 |  |  |  |  | 6,811 |  |  |  | 29,320 |
Deferred consideration |  |  | 7,199 |  | (f) |  |  | (6,413 | ) |  |  | 786 |
Total consideration paid/payable |  | $ | 29,708 |  |  |  | $ | 398 |  |  | $ | 30,106 |
(a) | The determination of fair value related to the inventory acquired was still in progress as of the date of this filing. The amount above represents only the carrying value of the inventory on TRP’s balance sheet as of the acquisition date. The measurement period adjustment noted above for inventory relates to additional inventory received from TE, as well as inventory on customer consignments that was not previously accounted for.
(b) | The appraisals related to machinery and equipment acquired were incomplete as of this filing date and, as such, the amount noted above represents only the carrying value of those assets on TRP’s balance sheet as of the acquisition date. The measurement period adjustment noted above for property, plant and equipment relates to equipment that could not be located upon a physical inventory of the assets acquired.
(c) | The Company has identified certain intangible assets related to the TRP acquisition, including technology, license agreements and customer lists, which are being valued by a third-party appraiser. These appraisals were not complete as of the date of this filing.
(d) | The amount of goodwill is provisional as of the filing date, as the fair value determination of inventory acquired, and appraisals related to property, plant and equipment and various intangible assets are still underway. As the final amount of goodwill has not yet been determined or allocated by segment, the Company is unable to determine at this time the portion of goodwill, if any, that will be deductible for tax purposes.
(e) | As part of the consideration paid or payable, the Company granted Tyco a license related to three of the Company’s patents. The valuation related to this license grant was not complete as of the date of this filing.
(f) | Deferred consideration represents the Company’s estimate of a working capital adjustment which is payable to the seller. Such adjustment must be agreed upon between the Company and the seller, and has not yet been finalized as of the date of this filing.
Unaudited pro forma consolidated results of operations information | The pro forma results noted below for the three and six months ended June 30, 2012 also include the effects of the 2012 Acquisitions discussed below (dollars in thousands except per share data):
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |
Revenue |  | $ | 93,981 |  |  | $ | 95,066 |  |  | $ | 177,510 |  |  | $ | 181,461 |
Net earnings |  |  | 2,427 |  |  |  | 4,474 |  |  |  | 4,575 |  |  |  | 7,254 |
Earnings per Class A common share - basic and diluted |  |  | 0.20 |  |  |  | 0.36 |  |  |  | 0.38 |  |  |  | 0.58 |
Earnings per Class B common share - basic and diluted |  |  | 0.22 |  |  |  | 0.38 |  |  |  | 0.41 |  |  |  | 0.62 |
Estimated acquisition date fair values of the consideration transferred and identifiable net assets acquired | During the year ended December 31, 2012, the Company completed the purchase accounting related to the GigaCom and Fibreco acquisitions. The initial accounting related to the Bel Power Europe acquisition is not complete as of the filing date of this Form 10-Q; accordingly, the following table reflects the Company’s initial estimate of the acquisition date fair values of the consideration transferred and identifiable net assets acquired related to Bel Power Europe, together with the finalized acquisition date fair values of the consideration transferred and identifiable net assets acquired related to the GigaCom and Fibreco acquisitions (in thousands):
|  |  |  |  | Measurement |  |  | Acquisition-Date |
|  | Acquisition-Date |  |  | Period |  |  | Fair Values |
|  | Fair Values |  |  | Adjustments |  |  | (As adjusted) |
Cash and cash equivalents |  | $ | 2,991 |  |  | $ | - |  |  | $ | 2,991 |
Accounts receivable |  |  | 3,750 |  |  |  | 3 |  |  |  | 3,753 |
Inventories |  |  | 1,061 |  |  |  | (16 | ) |  |  | 1,045 |
Other current assets |  |  | 90 |  |  |  | - |  |  |  | 90 |
Property, plant and equipment |  |  | 502 |  |  |  | 248 |  |  |  | 750 |
Intangible assets |  |  | 30 |  |  |  | 10,358 |  |  |  | 10,388 |
Total identifiable assets |  |  | 8,424 |  |  |  | 10,593 |  |  |  | 19,017 |
Accounts payable |  |  | (1,702 | ) |  |  | - |  |  |  | (1,702 | )
Accrued expenses |  |  | (1,736 | ) |  |  | - |  |  |  | (1,736 | )
Notes payable |  |  | (216 | ) |  |  | - |  |  |  | (216 | )
Income taxes payable |  |  | (264 | ) |  |  | (60 | ) |  |  | (324 | )
Deferred income tax liability, current |  |  | (70 | ) |  |  | - |  |  |  | (70 | )
Deferred income tax liability, noncurrent |  |  | - |  |  |  | (2,297 | ) |  |  | (2,297 | )
Other long-term liabilities |  |  | (216 | ) |  |  | - |  |  |  | (216 | )
Total liabilities assumed |  |  | (4,204 | ) |  |  | (2,357 | ) |  |  | (6,561 | )
Net identifiable assets acquired |  |  | 4,220 |  |  |  | 8,236 |  |  |  | 12,456 |
Goodwill |  |  | 17,965 |  |  |  | (8,020 | ) |  |  | 9,945 |
Net assets acquired |  | $ | 22,185 |  |  | $ | 216 |  |  | $ | 22,401 |
Cash paid |  | $ | 22,138 |  |  |  | 263 |  |  | $ | 22,401 |
Deferred consideration |  |  | 47 |  |  |  | (47 | ) |  |  | - |
Fair value of consideration transferred |  | $ | 22,185 |  |  | $ | 216 |  |  | $ | 22,401 |

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141 -Paragraph 54 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141 -Paragraph 55 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141R -Paragraph 68 -Subparagraph r(2, 3) -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of all of the fair values of the purchase price and assets and liabilities acquired in a business combination. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472 + Details
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