ACQUISITIONS AND DISPOSITION

3 Months Ended

Mar. 31, 2015

ACQUISITIONS AND DISPOSITION [Abstract]

ACQUISITIONS AND DISPOSITION

2.ACQUISITIONS AND DISPOSITION

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, the Company acquired a 49% interest in a joint venture in the People's Republic of China ("PRC").  The Company provisionally assigned no value to this investment.  See Note 15, Related Party Transactions, for additional information.

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 three months ended March 31, 2015, the Company incurred $0.4 million of acquisition-related costs associated with the independent valuations of and separate independent audits of the 2014 Acquisitions.  These costs are included in selling, general and administrative expense on the condensed consolidated statements of operations.

Fair Value Estimate of Assets Acquired and Liabilities Assumed

With respect to the 2014 Acquisitions, we are continuing our review of our fair value estimate of assets acquired and liabilities assumed during the measurement period, which will conclude as soon as we receive the information we are seeking about facts and circumstances that existed as of the respective acquisition dates, or learn that more information is not available. This measurement period will not exceed one year from the respective acquisition dates.

The table below depicts the Company's fair value estimates of assets acquired and liabilities assumed as of the respective acquisition dates.  There were no measurement period adjustments recorded during the three months ended March 31, 2015.  The amounts noted in the table below are provisional since the valuations of property and equipment, intangible assets acquired, legal reserves, contingent liabilities, income and non-income based taxes and goodwill are still under review. Accordingly, there could be material adjustments to our condensed consolidated financial statements, including changes to our depreciation and amortization expense related to the valuation of property and equipment and intangible assets acquired and their respective useful lives, among other adjustments.  The portion of goodwill, if any, that will be deductible for tax purposes has yet to be determined.

	Power Solutions			Connectivity Solutions			2014 Acquisitions
	June 19,			July 25/August 29,			Acquisition-Date
	2014			2014(1)			Fair Values
	(As adjusted)			(As adjusted)			(As adjusted)
Cash	$	20,912		$	6,544		$	27,456
Accounts receivable		29,389			9,375			38,764
Inventories		36,429			17,632			54,061
Other current assets		7,350			2,615			9,965
Property, plant and equipment		28,175			9,900			38,075
Intangible assets		33,220			40,000			73,220
Other assets		19,171			2,345			21,516
Total identifiable assets		174,646			88,411			263,057
Accounts payable		(26,180	)		(10,682	)		(36,862	)
Accrued expenses		(25,545	)		(5,307	)		(30,852	)
Other current liabilities		223			(57	)		166
Noncurrent liabilities		(42,062	)		(17,314	)		(59,376	)
Total liabilities assumed		(93,564	)		(33,360	)		(126,924	)
Net identifiable assets acquired		81,082			55,051			136,133
Goodwill		49,710			50,306			100,016
Net assets acquired	$	130,792		$	105,357		$	236,149
Cash paid	$	130,792		$	105,357		$	236,149
Assumption of liability		-			-			-
Fair value of consideration
transferred		130,792			105,357			236,149
Deferred consideration		-			-			-
Total consideration paid	$	130,792		$	105,357		$	236,149

⁽¹⁾ 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 dates.

The results of operations of the 2014 Acquired Companies have been included in the Company's condensed consolidated financial statements for the period subsequent to their respective acquisition dates.  During the three months ended March 31, 2015, the 2014 Acquired Companies contributed revenue of $58.8 million, and operating income of approximately $5.9 million, to the Company's condensed consolidated financial results.  There was no operating activity related to the 2014 Acquisitions during the three months ended March 31, 2014.

The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the aggregate results of Power Solutions and Connectivity Solutions for the periods presented as if the 2014 Acquisitions had occurred on January 1, 2013, along with certain pro forma adjustments.  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 January 1, 2013, nor is the pro forma data intended to be a projection of results that may be obtained in the future:

	Three Months Ended
	March 31,
	2014
Revenue	$	160,637
Net earnings		1,658
Earnings per Class A common share - basic and diluted	$	0.13
Earnings per Class B common share - basic and diluted	$	0.15

Disposition – Sale of NPS

On January 23, 2015, the Company completed the sale of the Network Power Systems ("NPS") product line and related transactions of the acquired Power Solutions business to Unipower LLC ("Unipower") for $9.0 million in cash. The sale also included $1.0 million of escrow pending Unipower's realization of certain sales targets. The net proceeds of $9 million from the sale were used to repay outstanding borrowings in accordance with the provisions of the Credit and Security Agreement (see Note 8, Debt).  The transaction provides that Bel will move processes and people to Unipower under an interim transition services agreement and Bel will also continue to manufacture the NPS products for up to 24 months under a manufacturing services agreement.

As a result of the sale and related transactions, the Company recorded deferred revenue of $9.0 million and recognized net sales of $0.9 million in the condensed consolidated statement of operations for the three months ended March 31, 2015.  The Company will recognize the $1 million currently in escrow when and if Unipower realizes certain sales targets and such amount would be included in interest income and other, net on the condensed consolidated statements of operations.