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ACQUISITIONS AND DISPOSITION | 12 Months Ended
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Dec. 31, 2015
ACQUISITIONS AND DISPOSITION [Abstract] |
ACQUISITIONS AND DISPOSITION |
2. | ACQUISITIONS AND DISPOSITION
2014 Acquisitions: On June 19, 2014, the Company completed its acquisition of Power Solutions for $109.9 million, net of cash acquired. Power Solutions is a leading provider of high-efficiency and high-density power conversion products for server, storage and networking equipment, industrial applications and power systems. In connection with its acquisition of Power Solutions from ABB Ltd., the Company acquired a 49% interest in a joint venture in the People's Republic of China ("PRC"). The Company has assigned no value to this investment. See Note 18, "Related Party Transactions," for additional information. During the second quarter of 2015, the Company finalized the valuation of the Power Solutions acquisition as further detailed in the table below. At the conclusion of the measurement period, which was one year after the acquisition date, there were certain working capital and tax related items outstanding with ABB Ltd. The working capital item was settled with ABB Ltd. during the third quarter of 2015, which was after the conclusion of the measurement period and, as a result, the Company recognized $4.2 million of other income on the consolidated statements of operations. See Note 9, "Income Taxes," for further information on the tax related items outstanding with ABB Ltd. On July 25, 2014, the Company completed its acquisition of the U.S. and U.K. entities of Connectivity Solutions. On August 29, 2014, the China portion of the transaction closed. The Company paid a total of $98.8 million for Connectivity Solutions, net of cash acquired and including a working capital adjustment. Connectivity Solutions is a leading provider of high‑performance RF/Microwave and Harsh Environment Optical Connectors and Assemblies for military, aerospace, wireless communications, data communications, broadcast and industrial applications. During the third quarter of 2015, the Company finalized its valuation of the Connectivity Solutions acquisition as further detailed in the table below. During the years ended December 31, 2015 and 2014, the Company incurred $0.6 million and $7.3 million of acquisition-related costs, respectively, associated with the 2014 Acquisitions primarily for audit-related costs, investment banker fees and legal fees. These costs are included in selling, general and administrative expenses on the consolidated statements of operations. Fair Value Estimate of Assets Acquired and Liabilities Assumed The table below depicts the Company's final purchase price allocation for the 2014 Acquisitions as of the respective acquisition dates.
|  | Power Solutions |  |  | Connectivity Solutions |  |  | 2014 Acquisitions |
|  | June 19, 2014 |  |  |  |  |  |  |  |  |  | July 25, 2014/ |  |  |  |  |  |  |  |  |  |  |
|  | (As Reported at |  |  | Measurement |  |  |  | June 19, |  |  | August 29, 2014(a) |  |  | Measurement |  |  |  | July 25, 2014/ |  |  | Acquisition-Date |
|  | December 31, |  |  | Period |  |  |  | 2014 |  |  | (As Reported at |  |  | Period |  |  |  | August 29, 2014 |  |  | Fair Values |
|  |  | 2014) |  |  | Adjustments |  |  |  | (Revised) |  |  | December 31, 2014) |  |  | Adjustments |  |  |  | (Revised) |  |  | (Revised) |
Cash |  | $ | 20,912 |  |  | $ | - |  |  |  | $ | 20,912 |  |  | $ | 6,544 |  |  | $ | - |  |  |  | $ | 6,544 |  |  | $ | 27,456 |
Accounts receivable |  |  | 29,389 |  |  |  | - |  |  |  |  | 29,389 |  |  |  | 9,375 |  |  |  | - |  |  |  |  | 9,375 |  |  |  | 38,764 |
Inventories |  |  | 36,429 |  |  |  | - |  |  |  |  | 36,429 |  |  |  | 17,632 |  |  |  | - |  |  |  |  | 17,632 |  |  |  | 54,061 |
Other current assets |  |  | 7,350 |  |  |  | - |  |  |  |  | 7,350 |  |  |  | 2,615 |  |  |  | (1,761 | ) | (c) |  |  | 854 |  |  |  | 8,204 |
Property, plant and equipment |  |  | 28,175 |  |  |  | (1,060 | ) | (b) |  |  | 27,115 |  |  |  | 9,900 |  |  |  | - |  |  |  |  | 9,900 |  |  |  | 37,015 |
Intangible assets |  |  | 33,220 |  |  |  | - |  |  |  |  | 33,220 |  |  |  | 40,000 |  |  |  | - |  |  |  |  | 40,000 |  |  |  | 73,220 |
Other assets |  |  | 19,171 |  |  |  | - |  |  |  |  | 19,171 |  |  |  | 2,345 |  |  |  | 2,388 |  | (c) |  |  | 4,733 |  |  |  | 23,904 |
Total identifiable assets |  |  | 174,646 |  |  |  | (1,060 | ) |  |  |  | 173,586 |  |  |  | 88,411 |  |  |  | 627 |  |  |  |  | 89,038 |  |  |  | 262,624 |
Accounts payable |  |  | (26,180 | ) |  |  | - |  |  |  |  | (26,180 | ) |  |  | (10,682 | ) |  |  | - |  |  |  |  | (10,682 | ) |  |  | (36,862 | )
Accrued expenses |  |  | (25,545 | ) |  |  | - |  |  |  |  | (25,545 | ) |  |  | (5,307 | ) |  |  | 76 |  |  |  |  | (5,231 | ) |  |  | (30,776 | )
Other current liabilities |  |  | 223 |  |  |  | - |  |  |  |  | 223 |  |  |  | (57 | ) |  |  | 946 |  | (c) |  |  | 889 |  |  |  | 1,112 |
Noncurrent liabilities |  |  | (42,062 | ) |  |  | (4,623 | ) | (c) |  |  | (46,685 | ) |  |  | (17,314 | ) |  |  | (1,352 | ) | (c) |  |  | (18,666 | ) |  |  | (65,351 | )
Total liabilities assumed |  |  | (93,564 | ) |  |  | (4,623 | ) |  |  |  | (98,187 | ) |  |  | (33,360 | ) |  |  | (330 | ) |  |  |  | (33,690 | ) |  |  | (131,877 | )
Net identifiable assets acquired |  |  | 81,082 |  |  |  | (5,683 | ) |  |  |  | 75,399 |  |  |  | 55,051 |  |  |  | 297 |  |  |  |  | 55,348 |  |  |  | 130,747 |
Goodwill |  |  | 49,710 |  |  |  | 5,683 |  |  |  |  | 55,393 |  |  |  | 50,306 |  |  |  | (297 | ) |  |  |  | 50,009 |  |  |  | 105,402 |
Net assets acquired |  | $ | 130,792 |  |  | $ | - |  |  |  | $ | 130,792 |  |  | $ | 105,357 |  |  | $ | - |  |  |  | $ | 105,357 |  |  | $ | 236,149 |
Cash paid |  | $ | 130,792 |  |  | $ | - |  |  |  | $ | 130,792 |  |  | $ | 105,357 |  |  | $ | - |  |  |  | $ | 105,357 |  |  | $ | 236,149 |
Assumption of liability |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  | - |
Fair value of consideration |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
transferred |  |  | 130,792 |  |  |  | - |  |  |  |  | 130,792 |  |  |  | 105,357 |  |  |  | - |  |  |  |  | 105,357 |  |  |  | 236,149 |
Deferred consideration |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  | - |
Total consideration paid |  | $ | 130,792 |  |  | $ | - |  |  |  | $ | 130,792 |  |  | $ | 105,357 |  |  | $ | - |  |  |  | $ | 105,357 |  |  | $ | 236,149 |
(a) | 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 fair values as of the respective acquisition dates.
(b) | Represents the purchase accounting adjustments reflecting the finalization of the acquisition-date fair values of property, plant and equipment associated with completion of third-party valuations.
(c) | Primarily represents the impact to deferred taxes reflecting the finalization of the allocation of identifiable intangible assets acquired.
Of the goodwill noted above, $17.7 million of goodwill associated with Power Solutions and $3.2 million of goodwill associated with Connectivity Solutions will be deductible for U.S. income tax purposes. The results of operations of the 2014 Acquired Companies have been included in the Company's consolidated financial statements for the period subsequent to their respective acquisition dates. During the years ended December 31, 2015 and 2014, the 2014 Acquired Companies contributed revenue of $230.3 million and $134.3 million, respectively, and operating income (loss) of approximately $10.3 million and ($2.5) million, respectively, to the Company's consolidated financial results. The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the aggregate results of TRP, Array, Power Solutions and Connectivity Solutions for the periods presented as if the 2013 Acquisitions had occurred on January 1, 2012 and the 2014 Acquisitions had occurred on January 1, 2013, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon estimated fair value of assets acquired, interest expense and amortization of deferred financing costs related to the financing of the business combinations, and related tax effects. The 2014 unaudited pro forma net earnings for the year ended December 31, 2014 were adjusted to exclude $14.9 million ($9.8 million after tax) of non-recurring expenses, including audit, legal and other transaction fees, IT migration costs and employee-related expenses, which were incurred in connection with the 2013 and 2014 Acquisitions. The 2013 unaudited pro forma net earnings were adjusted to include these charges in addition to an estimated non-recurring expense related to a fair value adjustment to acquisition-date inventory of $5.9 million ($4.1 million after tax) during the year ended December 31, 2013, respectively. The 2013 results reflected below include merger-related charges incurred by Power Solutions in connection with its acquisition by ABB in July 2013. The pro forma results do not reflect the realization of any potential cost savings, or any related integration costs. Certain cost savings may result from these acquisitions; however, there can be no assurance that these cost savings will be achieved. 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.
|  | Year Ended |
|  | December 31, |
|  | 2014 |  |  | 2013 |
Revenue |  | $ | 629,132 |  |  | $ | 710,937 |
Net earnings |  |  | 11,705 |  |  |  | (65,299 | )
Earnings per Class A common share - basic and diluted |  |  | 0.94 |  |  |  | (5.52 | )
Earnings per Class B common share - basic and diluted |  |  | 1.02 |  |  |  | (5.77 | )
2013 Acquisitions: On March 29, 2013, the Company completed its acquisition of TRP for $21.0 million, net of cash acquired. The Company's purchase of TRP consisted of the integrated connector module ("ICM") family of products, including RJ45, 10/100 Gigabit, 10G, PoE/PoE+, MRJ21 and RJ.5, a line of modules for smart-grid applications, and discrete magnetics. On August 20, 2013, the Company completed its acquisition of Array, a manufacturer of aerospace and mil-spec connector products based in Miami, Florida, for $10.0 million in cash. The acquisition of Array expands the Company's portfolio of connector products that can be offered to the combined customer base, and provides an opportunity to sell other products that Bel manufactures to Array's customers. Array has become part of Bel's Cinch Connector business. During the years ended December 31, 2014 and 2013, the Company incurred $0.1 million and $0.7 million, respectively, of combined acquisition-related costs associated with the 2013 Acquisitions. These costs are included in selling, general and administrative expense in the accompanying consolidated statements of operations for the years ended December 31, 2014 and 2013. The purchase accounting related to the 2013 Acquisitions was finalized within one year of the respective acquisition dates. The contributions to revenue and operating income from the 2013 Acquisitions is detailed in Note 12, "Segments."

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