ACQUISITIONS (Tables)

6 Months Ended

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