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ACQUISITIONS (Tables) | 9 Months Ended
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Sep. 30, 2014
Acquired assets and liabilities [Line Items] |
Fair value of identifiable intangible assets | The preliminary fair value of identifiable intangible assets related to the 2014 Acquired Companies is shown in the table below (dollars in thousands). For those intangible assets with finite lives, the acquisition-date fair values will be amortized over their respective estimated future lives utilizing the straight-line method.
| Weighted-Average Life |  | Acquisition-Date Fair Value |
Trademarks | Indefinite |  | $ | 7,115 |
Technology | 20 years |  |  | 20,818 |
Customer relationships | 15 years |  |  | 30,607 |
Total identifiable intangible assets acquired |  |  | $ | 58,540 |
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 |  |  | Nine Months Ended |
|  | September 30, |  |  | September 30, |
|  | 2014 |  |  | 2013 |  |  | 2014 |  |  | 2013 |
Revenue |  | $ | 163,040 |  |  | $ | 185,091 |  |  | $ | 480,482 |  |  | $ | 533,605 |
Net earnings |  |  | 8,417 |  |  |  | (28,213 | ) |  |  | 6,388 |  |  |  | (39,714 | )
Earnings per Class A common share - basic and diluted |  |  | 0.68 |  |  |  | (2.38 | ) |  |  | 0.51 |  |  |  | (3.36 | )
Earnings per Class B common share - basic and diluted |  |  | 0.72 |  |  |  | (2.50 | ) |  |  | 0.56 |  |  |  | (3.51 | )
Power Solutions and Connectivity 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 acquisitions of Power Solutions and Connectivity 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):
|  | Power Solutions |  |  |  | Connectivity Solutions |  |  |  | 2014 Acquisitions |
|  |  |  |  | Measurement |  |  | June 19, |  |  |  |  |  |  |  | Acquisition-Date |
|  | June 19, |  |  | Period |  |  | 2014 |  |  |  | July 25/August 29, |  |  |  | Fair Values |
|  | 2014 |  |  | Adjustments |  |  | (As adjusted) |  |  |  | 2014* |  |  |  | (As adjusted) |
Cash |  | $ | 20,913 |  |  | $ | - |  |  | $ | 20,913 |  |  |  | $ | 6,544 |  |  |  | $ | 27,457 |
Accounts receivable |  |  | 29,388 |  |  |  | 1 |  |  |  | 29,389 |  |  |  |  | 9,413 |  |  |  |  | 38,802 |
Inventories |  |  | 33,156 |  |  |  | 3,273 |  |  |  | 36,429 |  | (a) |  |  | 17,601 |  | (a) |  |  | 54,030 |
Other current assets |  |  | 5,387 |  |  |  | 1,688 |  |  |  | 7,075 |  |  |  |  | 2,634 |  |  |  |  | 9,709 |
Property, plant and equipment |  |  | 28,176 |  |  |  | - |  |  |  | 28,176 |  | (b) |  |  | 10,440 |  | (b) |  |  | 38,616 |
Intangible assets |  |  | 21,188 |  |  |  | (9,153 | ) |  |  | 12,035 |  | (c) |  |  | 46,505 |  | (c) |  |  | 58,540 |
Other assets |  |  | 536 |  |  |  | 18,212 |  |  |  | 18,748 |  | (d) |  |  | 2,684 |  |  |  |  | 21,432 |
Total identifiable assets |  |  | 138,744 |  |  |  | 14,021 |  |  |  | 152,765 |  |  |  |  | 95,821 |  |  |  |  | 248,586 |
Accounts payable |  |  | (26,180 | ) |  |  | - |  |  |  | (26,180 | ) |  |  |  | (10,682 | ) |  |  |  | (36,862 | )
Accrued expenses |  |  | (20,290 | ) |  |  | (4,505 | ) |  |  | (24,795 | ) | (d) |  |  | (4,934 | ) |  |  |  | (29,729 | )
Other current liabilities |  |  | 223 |  |  |  | - |  |  |  | 223 |  |  |  |  | (57 | ) |  |  |  | 166 |
Noncurrent liabilities |  |  | 761 |  |  |  | (39,686 | ) |  |  | (38,925 | ) | (d) |  |  | (21,195 | ) |  |  |  | (60,120 | )
Total liabilities assumed |  |  | (45,486 | ) |  |  | (44,191 | ) |  |  | (89,677 | ) |  |  |  | (36,868 | ) |  |  |  | (126,545 | )
Net identifiable assets acquired |  |  | 93,258 |  |  |  | (30,170 | ) |  |  | 63,088 |  |  |  |  | 58,953 |  |  |  |  | 122,041 |
Goodwill |  |  | 37,534 |  |  |  | 30,170 |  |  |  | 67,704 |  | (e) |  |  | 44,248 |  | (e) |  |  | 111,952 |
Net assets acquired |  | $ | 130,792 |  |  | $ | - |  |  | $ | 130,792 |  |  |  | $ | 103,201 |  |  |  | $ | 233,993 |
Cash paid |  | $ | 130,792 |  |  | $ | - |  |  | $ | 130,792 |  |  |  | $ | 103,201 |  |  |  | $ | 233,993 |
Assumption of liability |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  |  | - |
Fair value of consideration |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
transferred |  |  | 130,792 |  |  |  | - |  |  |  | 130,792 |  |  |  |  | 103,201 |  |  |  |  | 233,993 |
Deferred consideration |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  |  | - |
Total consideration paid |  | $ | 130,792 |  |  | $ | - |  |  | $ | 130,792 |  |  |  | $ | 103,201 |  |  |  | $ | 233,993 |
* The Company acquired the U.S. and U.K. entities of Connectivity Solutions on July 25, 2014 and the China entity of Connectivity Solutions on August 29, 2014. These values represent the estimated fair values as of the respective acquisition date.
(a) | The inventory amounts noted above for both Power Solutions and Connectivity Solutions include preliminary adjustments to acquisition-date fair value.
(b) | The appraisals related to machinery and equipment acquired were still in progress as of this filing date; however, the amount noted above for Connectivity Solutions includes preliminary adjustments to acquisition-date fair value. The amounts noted above for Power Solutions property, plant and equipment only include 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. The Company has also identified certain intangible assets related to the Connectivity Solutions acquisition, including trademarks, developed technology and customer relationships, which are being valued by a third-party appraiser. While these appraisals were still in progress as of the date of this filing, preliminary estimated adjustments to fair value have been reflected in the table above.
(d) | The Company recorded measurement period adjustments related to estimated uncertain tax provisions and other tax liabilities, including an indemnification asset related to certain liabilities. While these estimates were still in progress as of the date of this filing, preliminary estimated adjustments to these liabilities have been reflected in the table above.
(e) | 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 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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