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ACQUISITIONS (Tables) | 6 Months Ended
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Jun. 30, 2014
Acquired assets and liabilities [Line Items] |
Unaudited pro forma consolidated results of operations information | The unaudited pro forma results are presented for illustrative purposes only and are not necessarily indicative of the results that would have actually been obtained if the acquisitions had occurred on the assumed dates, nor is the pro forma data intended to be a projection of results that may be obtained in the future (in thousands):
|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2014 |  |  | 2013 |  |  | 2014 |  |  | 2013 |
Revenue |  |  | 136,984 |  |  |  | 161,481 |  |  |  | 278,451 |  |  |  | 305,250 |
Net earnings |  |  | (3,336 | ) |  |  | 1,382 |  |  |  | 233 |  |  |  | (5,977 | )
Earnings per Class A common share - basic and diluted |  |  | (0.28 | ) |  |  | 0.11 |  |  |  | 0.01 |  |  |  | (0.51 | )
Earnings per Class B common share - basic and diluted |  |  | (0.29 | ) |  |  | 0.12 |  |  |  | 0.02 |  |  |  | (0.53 | )
Power Solutions [Member] |
Acquired assets and liabilities [Line Items] |
Schedule of acquisition date fair values of assets acquired and liabilities assumed | While the initial accounting related to the acquisition of Power Solutions is not complete as of the filing date of this Quarterly Report on Form 10-Q, the following table depicts the Company’s current estimate of the respective acquisition date fair values of the consideration paid and identifiable net assets acquired (in thousands):
|  | Acquisition-Date |  |
|  | Fair Values |  |
Cash and cash equivalents |  | $ | 20,913 |  |
Accounts receivable |  |  | 29,388 |  |
Inventories |  |  | 33,156 |  | (a)
Other current assets |  |  | 5,387 |  |
Property, plant and equipment |  |  | 28,176 |  | (b)
Intangible assets |  |  | 21,188 |  | (c)
Other assets |  |  | 536 |  |
Total identifiable assets |  |  | 138,744 |  |
Accounts payable |  |  | (26,180 | ) |
Accrued expenses |  |  | (20,290 | ) |
Income taxes payable |  |  | 223 |  |
Deferred income tax liability, noncurrent |  |  | 860 |  |
Other long-term liabilities |  |  | (99 | ) |
Total liabilities assumed |  |  | (45,486 | ) |
Net identifiable assets acquired |  |  | 93,258 |  |
Goodwill |  |  | 37,534 |  | (d)
Net assets acquired |  | $ | 130,792 |  |
Cash paid |  | $ | 130,792 |  |
Deferred consideration |  |  | - |  |
Fair value of consideration transferred |  | $ | 130,792 |  |
(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 Power Solutions’ balance sheet as of the acquisition date.
(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 Power Solutions’ balance sheet as of the acquisition date.
(c) | The Company has identified certain intangible assets related to the Power Solutions acquisition, including trademarks and trade names, developed technology and potential in-process research and development, license agreements, non-compete agreements, an investment in a 49%-owned joint venture and customer relationships, 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, various intangible assets and certain liabilities such as lease liabilities 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.
TRP and Array [Member] |
Acquired assets and liabilities [Line Items] |
Schedule of acquisition date fair values of assets acquired and liabilities assumed | The purchase price allocations for TRP and Array were finalized during the first quarter of 2014. The following table depicts the finalized respective acquisition date fair values of the consideration paid and identifiable net assets acquired (in thousands):
|  | TRP |  |  | Array |  |  | 2013 Acquisitions |
|  |  |  |  | Measurement |  |  | March 29, |  |  |  |  |  | Measurement |  |  | August 20, |  |  | Acquisition-Date |
|  | March 29, |  |  | Period |  |  | 2013 |  |  | August 20, |  |  | Period |  |  | 2013 |  |  | Fair Values |
|  | 2013 |  |  | Adjustments |  |  | (As finalized) |  |  | 2013 |  |  | Adjustments |  |  | (As finalized) |  |  | (As finalized) |
Cash |  | $ | 8,388 |  |  | $ | - |  |  | $ | 8,388 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 8,388 |
Accounts receivable |  |  | 11,580 |  |  |  | (39 | ) |  |  | 11,541 |  |  |  | 994 |  |  |  | - |  |  |  | 994 |  |  |  | 12,535 |
Inventories |  |  | 6,258 |  |  |  | 1,097 |  |  |  | 7,355 |  |  |  | 2,588 |  |  |  | (1,595 | ) |  |  | 993 |  |  |  | 8,348 |
Other current assets |  |  | 1,953 |  |  |  | (334 | ) |  |  | 1,619 |  |  |  | 83 |  |  |  | 345 |  |  |  | 428 |  |  |  | 2,047 |
Property, plant and equipment |  |  | 4,693 |  |  |  | 1,097 |  |  |  | 5,790 |  |  |  | 2,285 |  |  |  | 1,225 |  |  |  | 3,510 |  |  |  | 9,300 |
Intangible assets |  |  | - |  |  |  | 6,110 |  |  |  | 6,110 |  |  |  | - |  |  |  | 1,470 |  |  |  | 1,470 |  |  |  | 7,580 |
Other assets |  |  | 1,151 |  |  |  | 198 |  |  |  | 1,349 |  |  |  | 84 |  |  |  | 1,663 |  |  |  | 1,747 |  |  |  | 3,096 |
Total identifiable assets |  |  | 34,023 |  |  |  | 8,129 |  |  |  | 42,152 |  |  |  | 6,034 |  |  |  | 3,108 |  |  |  | 9,142 |  |  |  | 51,294 |
Accounts payable |  |  | (8,565 | ) |  |  | 331 |  |  |  | (8,234 | ) |  |  | (677 | ) |  |  | 1 |  |  |  | (676 | ) |  |  | (8,910 | )
Accrued expenses |  |  | (4,003 | ) |  |  | (462 | ) |  |  | (4,465 | ) |  |  | (206 | ) |  |  | (79 | ) |  |  | (285 | ) |  |  | (4,750 | )
Other current liabilities |  |  | (25 | ) |  |  | (734 | ) |  |  | (759 | ) |  |  | (214 | ) |  |  | 214 |  |  |  | - |  |  |  | (759 | )
Noncurrent liabilities |  |  | - |  |  |  | (586 | ) |  |  | (586 | ) |  |  | (643 | ) |  |  | (1,105 | ) |  |  | (1,748 | ) |  |  | (2,334 | )
Total liabilities assumed |  |  | (12,593 | ) |  |  | (1,451 | ) |  |  | (14,044 | ) |  |  | (1,740 | ) |  |  | (969 | ) |  |  | (2,709 | ) |  |  | (16,753 | )
Net identifiable assets acquired |  |  | 21,430 |  |  |  | 6,678 |  |  |  | 28,108 |  |  |  | 4,294 |  |  |  | 2,139 |  |  |  | 6,433 |  |  |  | 34,541 |
Goodwill |  |  | 8,278 |  |  |  | (7,038 | ) |  |  | 1,240 |  |  |  | 5,666 |  |  |  | (2,094 | ) |  |  | 3,572 |  |  |  | 4,812 |
Net assets acquired |  | $ | 29,708 |  |  | $ | (360 | ) |  | $ | 29,348 |  |  | $ | 9,960 |  |  | $ | 45 |  |  | $ | 10,005 |  |  | $ | 39,353 |
Cash paid |  | $ | 22,400 |  |  | $ | 6,948 |  |  | $ | 29,348 |  |  | $ | 9,960 |  |  | $ | 45 |  |  | $ | 10,005 |  |  | $ | 39,353 |
Assumption of severance payment |  |  | 109 |  |  |  | (109 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Fair value of consideration |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
transferred |  |  | 22,509 |  |  |  | 6,839 |  |  |  | 29,348 |  |  |  | 9,960 |  |  |  | 45 |  |  |  | 10,005 |  |  |  | 39,353 |
Deferred consideration |  |  | 7,199 |  |  |  | (7,199 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Total consideration paid |  | $ | 29,708 |  |  | $ | (360 | ) |  | $ | 29,348 |  |  | $ | 9,960 |  |  | $ | 45 |  |  | $ | 10,005 |  |  | $ | 39,353 |

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