ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2013

Schedule of acquisition date fair values of assets acquired and liabilities assumed

While the initial accounting related to the acquisitions of TRP and Array is not complete as of the filing date of this Form 10-Q, the following table depicts the Company’s initial estimate of the respective acquisition date fair values of the consideration paid or payable and identifiable net assets acquired (in thousands):

	TRP										Array			2013 Acquisitions
					Measurement			March 29,						Acquisition-Date
	March 29,				Period			2013			August 20,			Fair Values
	2013				Adjustments			(As adjusted)			2013			(As adjusted)
Cash	$	8,388			$	-		$	8,388		$	-		$	8,388
Accounts receivable		11,580				(39	)		11,541			994			12,535
Inventories		6,258		(a)		707			6,965			2,588			9,553
Other current assets		1,953				-			1,953			83			2,036
Property, plant and equipment		4,693		(b)		(165	)		4,528			2,285			6,813
Intangible assets		-		(c)		-			-			-			-
Other assets		1,151				-			1,151			84			1,235
Total identifiable assets		34,023				503			34,526			6,034			40,560

Accounts payable		(8,565	)			-			(8,565	)		(677	)		(9,242	)
Accrued expenses		(4,003	)			132			(3,871	)		(206	)		(4,077	)
Other current liabilities		(25	)			(671	)		(696	)		(214	)		(910	)
Noncurrent liabilities		-				-			-			(643	)		(643	)
Total liabilities assumed		(12,593	)			(539	)		(13,132	)		(1,740	)		(14,229	)
Net identifiable assets acquired		21,430				(36	)		21,394			4,294			25,688
Goodwill		8,278		(d)		(313	)		7,965			5,666			13,631
Net assets acquired	$	29,708			$	(349	)	$	29,359		$	9,960		$	39,319


Cash paid	$	22,400			$	6,959		$	29,359		$	9,960		$	39,319
Assumption of severance payment		109				(109	)		-			-			-
Fair value of grant of license		-		(e)		-			-			-			-
Fair value of consideration transferred		22,509				6,850			29,359			9,960			39,319
Deferred consideration		7,199		(f)		(7,199	)		-			-			-
Total consideration paid/payable	$	29,708			$	(349	)	$	29,359		$	9,960		$	39,319

(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 nine months ended September 30, 2012 also include the effects of the 2012 Acquisitions discussed below (dollars in thousands except per share data):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012

Revenue	$	102,056	$	97,982	$	283,137	$	283,986
Net earnings		7,882		5,295		12,606		12,578
Earnings per Class A common share - basic and diluted		0.66		0.42		1.05		1.00
Earnings per Class B common share - basic and diluted		0.70		0.45		1.12		1.08

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. During the third quarter of 2013, the Company completed the purchase accounting related to its acquisition of Bel Power Europe. The following table reflects the finalized acquisition date fair values of the consideration transferred and identifiable net assets acquired related to the 2012 acquisitions (in thousands):

				Measurement			Acquisition-Date
	Acquisition-Date			Period			Fair Values
	Fair Values			Adjustments			(As finalized)
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			263			765
Intangible assets		30			11,626			11,656
Total identifiable assets		8,424			11,876			20,300

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		-			(2,700	)		(2,700	)
Other long-term liabilities		(216	)		-			(216	)
Total liabilities assumed		(4,204	)		(2,760	)		(6,964	)
Net identifiable assets acquired		4,220			9,116			13,336
Goodwill		17,965			(8,900	)		9,065
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

Fair value of identifiable intangible assets

The fair value of identifiable intangible assets noted above (as adjusted) consists of the following:

	Weighted-Average Life	Acquisition-Date Fair Value
Trademarks	Indefinite	$	1,264
Technology	20 years		6,542
Customer relationships	16 years		3,292
Non-compete agreements	2 years		558
Total identifiable intangible assets acquired		$	11,656

- 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.

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