EX-99.4 6 d180957dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

Item 8. Financial Statements and Supplementary Data

Note: The information contained in this Item has been updated to reflect Belden’s segment change, as well as the retrospective application of a certain accounting standard that was effective for us beginning January 1, 2016. The resulting changes are discussed further in the Notes to Financial Statements and primarily affected the following:

 

    Note 5, Operating Segments and Geographic Information: Broadcast and Enterprise Connectivity segment revenues; affiliate revenues; segment EBITDA; depreciation expense; amortization of intangibles; severance, restructuring, and acquisition integration costs; acquisition of property, plant and equipment; and segment assets have been revised to reflect the realignment between the two segments for all periods presented.

 

    Notes 2 and 13, Summary of Significant Accounting Policies / Long-term Debt and Other Borrowing Arrangements: The adoption of accounting guidance pertaining to the presentation of debt issuance costs, which was effective for fiscal years beginning after December 15, 2015. The presentation and disclosure requirements have been applied retrospectively to all periods presented. Adoption of this new guidance had no impact on our results of operations.

For significant developments that have occurred subsequent to the filing of the 2015 Annual Report on Form 10-K (“2015 Form 10-K”), refer to Belden’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.

 

42


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Belden Inc.

We have audited the accompanying consolidated balance sheets of Belden Inc. (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Belden Inc. at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Belden Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2016, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

St. Louis, Missouri

February 25, 2016,

Except for the retrospective adjustments disclosed in Notes 1, 2, 5, 10, 12, and 13, as to which the date is May 31, 2016

 

43


Belden Inc.

Consolidated Balance Sheets

 

     December 31,  
     2015     2014  
     (In thousands, except par value)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 216,751      $ 741,162   

Receivables, net

     387,386        379,777   

Inventories, net

     195,942        228,398   

Other current assets

     37,079        36,836   
  

 

 

   

 

 

 

Total current assets

     837,158        1,386,173   

Property, plant and equipment, less accumulated depreciation

     310,629        316,385   

Goodwill

     1,385,115        943,374   

Intangible assets, less accumulated amortization

     655,871        461,292   

Deferred income taxes

     34,295        60,652   

Other long-lived assets

     67,534        64,326   
  

 

 

   

 

 

 
   $ 3,290,602      $ 3,232,202   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable

   $ 223,514      $ 272,439   

Accrued liabilities

     323,249        248,072   

Current maturities of long-term debt

     2,500        2,500   
  

 

 

   

 

 

 

Total current liabilities

     549,263        523,011   

Long-term debt

     1,725,282        1,736,954   

Postretirement benefits

     105,230        122,627   

Deferred income taxes

     46,034        11,015   

Other long-term liabilities

     39,270        31,409   

Stockholders’ equity:

    

Preferred stock, par value $0.01 per share— 2,000 shares authorized;no shares outstanding

     —          —     

Common stock, par value $0.01 per share— 200,000 shares authorized; 50,335 shares issued; 41,981 and 42,464 shares outstanding at 2015 and 2014, respectively

     503        503   

Additional paid-in capital

     605,660        595,389   

Retained earnings

     679,716        621,896   

Accumulated other comprehensive loss

     (58,987     (46,031

Treasury stock, at cost— 8,354 and 7,871 shares at 2015 and 2014, respectively

     (402,793     (364,571
  

 

 

   

 

 

 

Total Belden stockholders’ equity

     824,099        807,186   
  

 

 

   

 

 

 

Noncontrolling interest

     1,424        —     
  

 

 

   

 

 

 

Total stockholders’ equity

     825,523        807,186   
  

 

 

   

 

 

 
   $ 3,290,602      $ 3,232,202   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements

 

44


Belden Inc.

Consolidated Statements of Operations

 

     Years Ended December 31,  
     2015     2014     2013  
     (In thousands, except per share amounts)  

Revenues

   $ 2,309,222      $ 2,308,265      $ 2,069,193   

Cost of sales

     (1,391,049     (1,488,816     (1,364,764
  

 

 

   

 

 

   

 

 

 

Gross profit

     918,173        819,449        704,429   

Selling, general and administrative expenses

     (527,288     (487,945     (378,009

Research and development

     (148,311     (113,914     (83,277

Amortization of intangibles

     (103,791     (58,426     (50,803

Income from equity method investment

     1,770        3,955        8,922   
  

 

 

   

 

 

   

 

 

 

Operating income

     140,553        163,119        201,262   

Interest expense, net

     (100,613     (81,573     (72,601

Loss on debt extinguishment

     —          —          (1,612
  

 

 

   

 

 

   

 

 

 

Income from continuing operations before taxes

     39,940        81,546        127,049   

Income tax benefit (expense)

     26,568        (7,114     (22,315
  

 

 

   

 

 

   

 

 

 

Income from continuing operations

     66,508        74,432        104,734   

Income (loss) from discontinued operations, net of tax

     (242     579        (1,421

Loss from disposal of discontinued operations, net of tax

     (86     (562     —     
  

 

 

   

 

 

   

 

 

 

Net income

     66,180        74,449        103,313   

Less: Net loss attributable to noncontrolling interest

     (24     —          —     
  

 

 

   

 

 

   

 

 

 

Net income attributable to Belden stockholders

   $ 66,204      $ 74,449      $ 103,313   
  

 

 

   

 

 

   

 

 

 

Weighted average number of common shares and equivalents:

      

Basic

     42,390        43,273        43,871   

Diluted

     42,953        43,997        44,737   
  

 

 

   

 

 

   

 

 

 

Basic income (loss) per share attributable to Belden stockholders:

      

Continuing operations

   $ 1.57      $ 1.72      $ 2.39   

Discontinued operations

     (0.01     0.01        (0.03

Disposal of discontinued operations

     —          (0.01     —     
  

 

 

   

 

 

   

 

 

 

Net income

   $ 1.56      $ 1.72      $ 2.36   
  

 

 

   

 

 

   

 

 

 

Diluted income (loss) per share attributable to Belden stockholders:

      

Continuing operations

   $ 1.55      $ 1.69      $ 2.34   

Discontinued operations

     (0.01     0.01        (0.03

Disposal of discontinued operations

     —          (0.01     —     
  

 

 

   

 

 

   

 

 

 

Net income

   $ 1.54      $ 1.69      $ 2.31   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements

 

45


Belden Inc.

Consolidated Statements of Comprehensive Income

 

     Years Ended December 31,  
     2015     2014     2013  
     (In thousands)  

Net income

   $ 66,180      $ 74,449      $ 103,313   

Foreign currency translation, net of tax of $1.3 million, $1.8 million, and $2.2 million, respectively

     (20,842     (10,387     (20,720

Adjustments to pension and postretirement liability, net of tax of $3.1 million, $3.6 million, and $14.0 million, respectively

     7,864        (6,463     22,104   
  

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

     (12,978     (16,850     1,384   
  

 

 

   

 

 

   

 

 

 

Comprehensive income

     53,202        57,599        104,697   

Less: Comprehensive loss attributable to noncontrolling interest

     (46     —          —     
  

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to Belden stockholders

   $ 53,248      $ 57,599      $ 104,697   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements

 

46


Belden Inc.

Consolidated Cash Flow Statements

 

     Years Ended December 31,  
     2015     2014     2013  
     (In thousands)  

Cash flows from operating activities:

      

Net income

   $ 66,180      $ 74,449      $ 103,313   

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     150,342        102,162        94,451   

Share-based compensation

     17,745        18,858        14,854   

Loss on debt extinguishment

     —          —          1,612   

Income from equity method investment

     (1,770     (3,955     (8,922

Tax benefit related to share-based compensation

     (5,050     (6,859     (10,734

Deferred income tax expense (benefit)

     (45,674     (17,796     5,457   

Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:

      

Receivables

     6,066        (15,810     (18,132

Inventories

     19,204        (2,260     6,872   

Accounts payable

     (38,907     28,120        12,994   

Accrued liabilities

     59,214        (5,598     31,690   

Accrued taxes

     11,981        9,058        (89,427

Other assets

     (3,070     10,223        4,542   

Other liabilities

     149        3,436        16,031   
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     236,410        194,028        164,601   

Cash flows from investing activities:

      

Cash used to acquire businesses, net of cash acquired

     (695,345     (347,817     (9,979

Capital expenditures

     (54,969     (45,459     (40,209

Proceeds from disposal of tangible assets

     533        1,884        3,169   

Proceeds from (payments for) disposal of business

     3,527        (956     3,735   
  

 

 

   

 

 

   

 

 

 

Net cash used for investing activities

     (746,254     (392,348     (43,284

Cash flows from financing activities:

      

Borrowings under credit arrangements

     200,000        456,163        637,595   

Tax benefit related to share-based compensation

     5,050        6,859        10,734   

Contribution from noncontrolling interest

     1,470        —          —     

Debt issuance costs paid

     (898     (10,700     (17,376

Cash dividends paid

     (8,395     (8,699     (6,678

Withholding tax payments for share based payment awards, net of proceeds from the exercise of stock options

     (11,693     (11,708     (3,019

Payments under share repurchase program

     (39,053     (92,197     (93,750

Payments under borrowing arrangements

     (152,500     (2,500     (434,743
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used for) financing activities

     (6,019     337,218        92,763   

Effect of foreign currency exchange rate changes on cash and cash equivalents

     (8,548     (11,040     4,129   
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents

     (524,411     127,858        218,209   

Cash and cash equivalents, beginning of period

     741,162        613,304        395,095   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 216,751      $ 741,162      $ 613,304   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements

 

47


Belden Inc.

Consolidated Stockholders’ Equity Statements

 

    Belden Inc. Stockholders              
                                        Accumulated              
                Additional                       Other              
    Common Stock     Paid-In     Retained     Treasury Stock     Comprehensive     Noncontrolling        
    Shares     Amount     Capital     Earnings     Shares     Amount     Income (Loss)     Interest     Total  
    (In thousands)  

Balance at December 31, 2012

    50,335      $ 503      $ 598,180      $ 461,756        (6,167   $ (218,014   $ (30,565   $ —        $ 811,860   

Net income

    —          —          —          103,313        —          —          —          —          103,313   

Foreign currency translation, net of $2.2 million tax

    —          —          —          —          —          —          (20,720     —          (20,720

Adjustments to pension and postretirement liability, net of $14.0 million tax

    —          —          —          —          —          —          22,104        —          22,104   
                 

 

 

 

Other comprehensive income, net of tax

                    1,384   

Exercise of stock options, net of tax withholding forfeitures

    —          —          (31,003     —          879        30,819        —          —          (184

Conversion of restricted stock units into common stock, net of tax withholding forfeitures

    —          —          (7,012     —          120        4,197        —          —          (2,815

Share repurchase program

    —          —          —          —          (1,712     (93,750     —          —          (93,750

Share-based compensation

    —          —          25,588        —          —          —          —          —          25,588   

Dividends ($0.20 per share)

    —          —          —          (8,855     —          —          —          —          (8,855
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2013

    50,335      $ 503      $ 585,753      $ 556,214        (6,880   $ (276,748   $ (29,181   $ —        $ 836,541   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    —          —          —          74,449        —          —          —          —          74,449   

Foreign currency translation, net of $1.8 million tax

    —          —          —          —          —          —          (10,387     —          (10,387

Adjustments to pension and postretirement liability, net of $3.6 million tax

    —          —          —          —          —          —          (6,463     —          (6,463
                 

 

 

 

Other comprehensive loss, net of tax

                    (16,850

Exercise of stock options, net of tax withholding forfeitures

    —          —          (12,123     —          194        2,395        —          —          (9,728

Conversion of restricted stock units into common stock, net of tax withholding forfeitures

    —          —          (3,958     —          77        1,979        —          —          (1,979

Share repurchase program

    —          —          —          —          (1,262     (92,197     —          —          (92,197

Share-based compensation

    —          —          25,717        —          —          —          —          —          25,717   

Dividends ($0.20 per share)

    —          —          —          (8,767     —          —          —          —          (8,767
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2014

    50,335      $ 503      $ 595,389      $ 621,896        (7,871   $ (364,571   $ (46,031   $ —        $ 807,186   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution from noncontrolling interest

    —          —          —          —          —          —          —          1,470        1,470   

Net income

    —          —          —          66,204        —          —          —          (24     66,180   

Foreign currency translation, net of $1.3 million tax

    —          —          —          —          —          —          (20,820     (22     (20,842

Adjustments to pension and postretirement liability, net of $3.1 million tax

    —          —          —          —          —          —          7,864        —          7,864   
                 

 

 

 

Other comprehensive loss, net of tax

                    (12,978

Exercise of stock options, net of tax withholding forfeitures

    —          —          (6,070     —          100        (96     —          —          (6,166

Conversion of restricted stock units into common stock, net of tax withholding forfeitures

    —          —          (6,454     —          115        927        —          —          (5,527

Share repurchase program

    —          —          —          —          (698     (39,053     —          —          (39,053

Share-based compensation

    —          —          22,795        —          —          —          —          —          22,795   

Dividends ($0.20 per share)

    —          —          —          (8,384     —          —          —          —          (8,384
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

    50,335      $ 503      $ 605,660      $ 679,716        (8,354   $ (402,793   $ (58,987   $ 1,424      $ 825,523   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements

 

48


Notes to Consolidated Financial Statements

Note 1: Basis of Presentation

Business Description

Belden Inc. (the Company, us, we, or our) is an innovative signal transmission solutions company built around five global business platforms – Broadcast Solutions, Enterprise Connectivity Solutions, Industrial Connectivity Solutions, Industrial IT Solutions, and Network Security Solutions. Our comprehensive portfolio of signal transmission solutions provides industry leading secure and reliable transmission of data, sound, and video for mission critical applications. We sell our products to distributors, end-users, installers, and directly to original equipment manufacturers (OEMs).

Consolidation

The accompanying Consolidated Financial Statements include Belden Inc. and all of its subsidiaries, including variable interest entities for which we are the primary beneficiary. We eliminate all significant affiliate accounts and transactions in consolidation.

Recasting of Certain Prior Period Information

To capitalize on the adoption of IP technology and accelerate our penetration of the commercial audio-video market, we transferred responsibility of audio-video cable and connectors from our Broadcast Solutions segment to our Enterprise Connectivity Solutions segment effective January 1, 2016. We have recast certain prior period amounts to conform to the way segment performance is internally managed and reviewed by our chief operating decision maker beginning in fiscal year 2016. This change primarily impacted Note 5 – Operating Segments and Geographic Information, with no impact on consolidated net income or cash flows. In addition, this change also resulted in certain changes to Note 10 – Intangible Assets and Note 12 – Severance, Restructuring, and Acquisition Integration Activities.

In addition to these segment reporting changes, we have also revised our Consolidated Balance Sheet and Note 13 – Long-term Debt and Other Borrowing Arrangements to reflect the retrospective adoption of an accounting standard that was effective for us beginning January 1, 2016. See discussion under “Recent Adoption of Accounting Pronouncements” in Note 2 below.

Foreign Currency

For international operations with functional currencies other than the United States (U.S.) dollar, we translate assets and liabilities at current exchange rates; we translate income and expenses using average exchange rates. We report the resulting translation adjustments, as well as gains and losses from certain affiliate transactions, in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. We include exchange gains and losses on transactions in operating income.

We determine the functional currency of our foreign subsidiaries based upon the currency of the primary economic environment in which each subsidiary operates. Typically, that is determined by the currency in which the subsidiary primarily generates and expends cash. We have concluded that the local currency is the functional currency for all of our material subsidiaries.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31. Our fiscal second and third quarters each have 91 days.

 

49


Use of Estimates in the Preparation of the Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and operating results and the disclosure of contingencies. Actual results could differ from those estimates. We make significant estimates with respect to the collectability and valuation of receivables, the valuation of inventory, the realization of deferred tax assets, the valuation of goodwill and indefinite-lived intangible assets, the valuation of contingent liabilities, the calculation of share-based compensation, the calculation of pension and other postretirement benefits expense, and the valuation of acquired businesses.

Reclassifications

We have made certain reclassifications to the 2014 and 2013 Consolidated Financial Statements with no impact to reported net income in order to conform to the 2015 presentation.

Note 2: Summary of Significant Accounting Policies

Fair Value Measurement

Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

 

    Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

 

    Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and

 

    Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

As of December 31, 2015 and 2014, we utilized Level 1 inputs to determine the fair value of cash equivalents. During 2015, 2014, and 2013, we utilized Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 3) and for our annual impairment testing (see Note 10). We did not have any transfers between Level 1 and Level 2 fair value measurements during 2015.

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes. As of December 31, 2015, we did not have any such cash equivalents on hand. The fair value of these cash equivalents as of December 31, 2014 was $1.2 million, which was based on quoted market prices in active markets (i.e., Level 1 valuation).

Accounts Receivable

 

50


We classify amounts owed to us and due within twelve months, arising from the sale of goods or services in the normal course of business, as current receivables. We classify receivables due after twelve months as other long-lived assets.

At the time of sale, we establish an estimated reserve for trade, promotion, and other special price reductions such as contract pricing, discounts to meet competitor pricing, and on-time payment discounts. We also adjust receivable balances for, among other things, correction of billing errors, incorrect shipments, and settlement of customer disputes. Customers are allowed to return inventory if and when certain conditions regarding the physical state of the inventory and our approval of the return are met. Certain distribution customers are allowed to return inventory at original cost, in an amount not to exceed three percent of the prior year’s purchases, in exchange for an order of equal or greater value. Until we can process these reductions, corrections, and returns (together, the Changes) through individual customer records, we estimate the amount of outstanding Changes and recognize them by reducing revenues and accounts receivable. We also adjust inventory and cost of sales for the estimated level of returns. We base these estimates on historical and anticipated sales demand, trends in product pricing, and historical and anticipated Changes patterns. We make revisions to these estimates in the period in which the facts that give rise to each revision become known. Future market conditions might require us to take actions to further reduce prices and increase customer return authorizations. Unprocessed Changes recognized against our gross accounts receivable balance at December 31, 2015 and 2014 totaled $19.1 million and $17.6 million, respectively.

We evaluate the collectability of accounts receivable based on the specific identification method. A considerable amount of judgment is required in assessing the realizability of accounts receivable, including the current creditworthiness of each customer and related aging of the past due balances. We perform ongoing credit evaluations of our customers’ financial condition. Through these evaluations, we may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings, or bankruptcy. We record a specific reserve for bad debts against amounts due to reduce the receivable to its estimated collectible balance. We recognized bad debt expense, net of recoveries, of ($1.8 million), $0.3 million, and $0.2 million in 2015, 2014, and 2013, respectively. In 2015, we recovered approximately $2.7 million of accounts receivable from one significant customer. The allowance for doubtful accounts at December 31, 2015 and 2014 totaled $8.3 million and $11.5 million, respectively.

Inventories and Related Reserves

Inventories are stated at the lower of cost or market. We determine the cost of all raw materials, work-in-process, and finished goods inventories by the first in, first out method. Cost components of inventories include direct labor, applicable production overhead, and amounts paid to suppliers of materials and products as well as freight costs and, when applicable, duty costs to import the materials and products.

We evaluate the realizability of our inventory on a product-by-product basis in light of historical and anticipated sales demand, technological changes, product life cycle, component cost trends, product pricing, and inventory condition. In circumstances where inventory levels are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not saleable due to condition, or where inventory cost exceeds net realizable value, we record a charge to cost of sales and reduce the inventory to its net realizable value. The allowances for excess and obsolete inventories at December 31, 2015 and 2014 totaled $22.5 million and $31.8 million, respectively. The decrease in the allowance for excess and obsolete inventories was primarily due to physical disposal of inventory for which an allowance had been recorded previously.

Property, Plant and Equipment

We record property, plant and equipment at cost. We calculate depreciation on a straight-line basis over the estimated useful lives of the related assets ranging from 10 to 40 years for buildings, 5 to 12 years for machinery and equipment, and 5 to 10 years for computer equipment and software. Construction in process

 

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reflects amounts incurred for the configuration and build-out of property, plant and equipment and for property, plant and equipment not yet placed into service. We charge maintenance and repairs—both planned major activities and less-costly, ongoing activities—to expense as incurred. We capitalize interest costs associated with the construction of capital assets and amortize the costs over the assets’ useful lives. Depreciation expense is included in costs of sales; selling, general and administrative expenses; and research and development expenses in the Consolidated Statements of Operations based on the specific categorization and use of the underlying assets being depreciated.

We review property, plant and equipment to determine whether an event or change in circumstances indicates the carrying values of the assets may not be recoverable. We base our evaluation on the nature of the assets, the future economic benefit of the assets, and any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis. If impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset.

For purposes of impairment testing of long-lived assets, we have identified asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Generally, our asset groups are based on an individual plant or operating facility level. In some circumstances, however, a combination of plants or operating facilities may be considered the asset group due to interdependence of operational activities and cash flows.

Goodwill and Intangible Assets

Our intangible assets consist of (a) definite-lived assets subject to amortization such as developed technology, customer relationships, certain in-service research and development, certain trademarks, and backlog, and (b) indefinite-lived assets not subject to amortization such as goodwill, certain in-process research and development, and certain trademarks. We record amortization of the definite-lived intangible assets over the estimated useful lives of the related assets, which generally range from one year or less for backlog to more than 25 years for certain of our customer relationships. We determine the amortization method for our definite-lived intangible assets based on the pattern in which the economic benefits of the intangible asset are consumed. In the event we cannot reliably determine that pattern, we utilize a straight-line amortization method.

We test our goodwill and other indefinite-lived intangible assets not subject to amortization for impairment on an annual basis during the fourth quarter or when indicators of impairment exist. We base our estimates on assumptions we believe to be reasonable, but which are not predictable with precision and therefore are inherently uncertain. Actual future results could differ from these estimates.

The accounting guidance related to goodwill impairment testing allows for the performance of an optional qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such an evaluation is made based on the weight of all available evidence and the significance of all identified events and circumstances that may influence the fair value of a reporting unit. If it is more likely than not that the fair value is less than the carrying value, then a quantitative assessment is required for the reporting unit, as described in the paragraph below. In 2015, we performed a qualitative assessment for six of our reporting units, which collectively represented approximately $636 million of our consolidated goodwill balance. For those reporting units for which we performed a qualitative assessment, we determined that it was more likely than not that the fair value was greater than the carrying value, and therefore, we did not perform the calculation of fair value for these reporting units as described in the paragraph below.

For our annual impairment test in 2015, we performed a quantitative assessment for four of our reporting units. Under a quantitative assessment for goodwill impairment, we determine the fair value using the income approach (using Level 3 inputs) as reconciled to our aggregate market capitalization. Under the income

 

52


approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then we determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment of goodwill has occurred and we recognize an impairment loss for the difference between the carrying amount and the implied fair value of goodwill as a component of operating income. In addition to the income approach, we calculate the fair value of our reporting units under a market approach. The market approach measures the fair value of a reporting unit through analysis of financial multiples (revenues or EBITDA) of comparable businesses. Consideration is given to the financial conditions and operating performance of the reporting unit being valued relative to those publicly-traded companies operating in the same or similar lines of business. The fair values of the four reporting units tested under a quantitative approach were substantially in excess of the carrying values as of the impairment testing date.

We did not recognize any goodwill impairment in 2015, 2014, or 2013. See Note 10 for further discussion.

We also evaluate indefinite lived intangible assets for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying values of those assets may no longer be recoverable. We compare the fair value of the asset with its carrying amount. If the carrying amount of the asset exceeds its fair value, we recognize an impairment loss in an amount equal to that excess. We did not recognize impairment charges for our indefinite lived intangible assets in 2015, 2014, or 2013. See Note 10 for further discussion.

We review intangible assets subject to amortization whenever an event or change in circumstances indicates the carrying values of the assets may not be recoverable. We test intangible assets subject to amortization for impairment and estimate their fair values using the same assumptions and techniques we employ on property, plant and equipment. We did not recognize any impairment charges for amortizable intangible assets in 2015, 2014, or 2013.

Equity Method Investment

We have a 50% ownership interest in Xuzhou Hirschmann Electronics Co. Ltd (the Hirschmann JV), which we acquired in connection with our 2007 acquisition of Hirschmann Automation and Control GmbH. The Hirschmann JV is an entity located in China that supplies load-moment indicators to the mobile crane market. We account for this investment using the equity method of accounting. The carrying value included in other long-lived assets on our Consolidated Balance Sheets of our investment in the Hirschmann JV as of December 31, 2015 and 2014 is $29.5 million and $33.4 million, respectively.

Pension and Other Postretirement Benefits

Our pension and other postretirement benefit costs and obligations are dependent on the various actuarial assumptions used in calculating such amounts. These assumptions relate to discount rates, salary growth, long-term return on plan assets, health care cost trend rates, mortality tables, and other factors. We base the discount rate assumptions on current investment yields on high-quality corporate long-term bonds. The salary growth assumptions reflect our long-term actual experience and future or near-term outlook. We determine the long-term return on plan assets based on historical portfolio results and management’s expectation of the future economic environment. Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook, and an assessment of likely long-term trends. Actual results that differ from our assumptions are accumulated and, if in excess of the lesser of 10% of the projected benefit obligation or the fair market value of plan assets, are amortized over the estimated future working life of the plan participants.

Accrued Sales Rebates

 

53


We grant incentive rebates to participating customers as part of our sales programs. The rebates are determined based on certain targeted sales volumes. Rebates are paid quarterly or annually in either cash or receivables credits. Until we can process these rebates through individual customer records, we estimate the amount of outstanding rebates and recognize them as accrued liabilities and reductions in our gross revenues. We base our estimates on both historical and anticipated sales demand and rebate program participation. We charge revisions to these estimates back to accrued liabilities and revenues in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to increase sales rebates offered, possibly resulting in an incremental increase in accrued liabilities and an incremental reduction in revenues at the time the rebate is offered. Accrued sales rebates at December 31, 2015 and 2014 totaled $30.0 million and $31.5 million, respectively.

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable, the amounts of which are currently not material. A significant amount of judgment and use of estimates is required to quantify our ultimate exposure in these matters. We review the valuation of these liabilities on a quarterly basis, and we adjust the balances to account for changes in circumstances for ongoing and emerging issues.

We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel, the amounts of which are not currently material. We expense environmental compliance costs, which include maintenance and operating costs with respect to ongoing monitoring programs, as incurred. We evaluate the range of potential costs to remediate environmental sites. The ultimate cost of site clean-up is difficult to predict given the uncertainties of our involvement in certain sites, uncertainties regarding the extent of the required clean-up, the availability of alternative clean-up methods, variations in the interpretation of applicable laws and regulations, the possibility of insurance recoveries with respect to certain sites, and other factors.

We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Assessments regarding the ultimate cost of lawsuits require judgments concerning matters such as the anticipated outcome of negotiations, the number and cost of pending and future claims, and the impact of evidentiary requirements. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, results of operations or cash flow.

Business Combination Accounting

We allocate the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded to goodwill. We use all available information to estimate fair values. We typically engage third party valuation specialists to assist in the fair value determination of inventories, tangible long-lived assets, and intangible assets other than goodwill. The carrying values of acquired receivables and accounts payable have historically approximated their fair values as of the business combination date. As necessary, we may engage third party specialists to assist in the estimation of fair value for certain liabilities, such as deferred revenue or postretirement benefit liabilities. We adjust the preliminary purchase price allocation, as necessary, typically up to one year after the acquisition closing date as we obtain more information regarding asset valuations and liabilities assumed.

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an

 

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arrangement exists, (2) price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. At times, we enter into arrangements that involve the delivery of multiple elements. For these arrangements, when the elements can be separated, the revenue is allocated to each deliverable based on that element’s relative selling price and recognized based on the period of delivery for each element. Generally, we determine relative selling price using our best estimate of selling price, unless we have established vendor specific objective evidence (VSOE) or third party evidence of fair value exists for such arrangements.

We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We record revisions to these estimates in the period in which the facts that give rise to each revision become known.

We have certain products subject to the accounting guidance on software revenue recognition. For such products, software license revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, the fee is fixed or determinable, collection is probable and VSOE of the fair value of undelivered elements exists. As substantially all of the software licenses are sold in multiple-element arrangements that include either support and maintenance or both support and maintenance and professional services, we use the residual method to determine the amount of software license revenue to be recognized. Under the residual method, consideration is allocated to undelivered elements based upon VSOE of the fair value of those elements, with the residual of the arrangement fee allocated to and recognized as software license revenue. In our Network Security Solutions segment, we have established VSOE of the fair value of support and maintenance, subscription-based software licenses, and professional services. Software license revenue is generally recognized upon delivery of the software if all revenue recognition criteria are met.

Revenue allocated to support services under our Network Security Solutions support and maintenance contracts is paid in advance and recognized ratably over the term of the service. Revenue allocated to subscription-based software and remote ongoing operational services is also paid in advance and recognized ratably over the term of the service. Revenue allocated to professional services, including remote implementation services, is recognized as the services are performed.

Cost of Sales

Cost of sales includes our total cost of inventory sold during the period, including material, labor, production overhead costs, variable manufacturing costs, and fixed manufacturing costs. Production overhead costs include operating supplies, applicable utility expenses, maintenance costs, and scrap. Variable manufacturing costs include inbound, interplant, and outbound freight, inventory shrinkage, and charges for excess and obsolete inventory. Fixed manufacturing costs include the costs associated with our purchasing, receiving, inspection, warehousing, distribution centers, production and inventory control, and manufacturing management. Cost of sales also includes the costs to provide maintenance and support and other professional services.

Shipping and Handling Costs

We recognize fees earned on the shipment of product to customers as revenues and recognize costs incurred on the shipment of product to customers as a cost of sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include expenses not directly related to the production of inventory. They include all expenses related to selling and marketing our products, as well as the salary and benefit costs of associates performing the selling and marketing functions. Selling, general and administrative expenses also include salary and benefit costs, purchased services, and other costs related to our executive and administrative functions.

 

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Research and Development Costs

Research and development costs are expensed as incurred.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs were $27.5 million, $21.8 million, and $17.8 million for 2015, 2014, and 2013, respectively.

Share-Based Compensation

We compensate certain employees and non-employee directors with various forms of share-based payment awards and recognize compensation costs for these awards based on their fair values. We estimate the fair values of certain awards, primarily stock appreciation rights (SARs), on the grant date using the Black-Scholes-Merton option-pricing formula, which incorporates certain assumptions regarding the expected term of an award and expected stock price volatility. We develop the expected term assumption based on the vesting period and contractual term of an award, our historical exercise and cancellation experience, our stock price history, plan provisions that require exercise or cancellation of awards after employees terminate, and the extent to which currently available information indicates that the future is reasonably expected to differ from past experience. We develop the expected volatility assumption based on historical price data for our common stock. We estimate the fair value of certain restricted stock units with service vesting conditions and performance vesting conditions based on the grant date stock price. We estimate the fair value of certain restricted stock units with market conditions using a Monte Carlo simulation valuation model with the assistance of a third party valuation firm.

After calculating the aggregate fair value of an award, we use an estimated forfeiture rate to discount the amount of share-based compensation cost expected to be recognized in our operating results over the service period of the award. We develop the forfeiture assumption based on our historical pre-vesting cancellation experience.

Income Taxes

Income taxes are provided based on earnings reported for financial statement purposes. The provision for income taxes differs from the amounts currently payable to taxing authorities because of the recognition of revenues and expenses in different periods for income tax purposes than for financial statement purposes. Income taxes are provided as if operations in all countries, including the U.S., were stand-alone businesses filing separate tax returns. We have determined that all undistributed earnings from our international subsidiaries will not be remitted to the U.S. in the foreseeable future and, therefore, no additional provision for U.S. taxes has been made on foreign earnings.

We recognize deferred tax assets resulting from tax credit carryforwards, net operating loss carryforwards, and deductible temporary differences between taxable income on our income tax returns and pretax income on our financial statements. Deferred tax assets generally represent future tax benefits to be received when these carryforwards can be applied against future taxable income or when expenses previously reported in our Consolidated Financial Statements become deductible for income tax purposes. A deferred tax asset valuation allowance is required when some portion or all of the deferred tax assets may not be realized.

Our effective tax rate is based on expected income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions. We establish accruals for uncertain tax positions when we believe that the full amount of the associated tax benefit may not be realized. To the extent we were to prevail in matters for which accruals have been established or would be required to pay amounts in excess of reserves,

 

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there could be a material effect on our income tax provisions in the period in which such determination is made.

Recent Adoption of Accounting Pronouncements

Effective January 1, 2016 we adopted Accounting Standards Update No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for fiscal years beginning after December 15, 2015. This guidance has been applied retrospectively to all periods presented in this Current Report on Form 8-K. Adoption of this new guidance had no impact on our results of operations. Adoption resulted in a $6.0 million decrease in total current assets, a $19.2 million decrease in other long-lived assets, and a $25.2 million decrease in long-term debt in our Consolidated Balance Sheet as of December 31, 2015 compared to the presentation in our Annual Report on Form 10-K. Adoption resulted in a $5.8 million decrease in total current assets, a $22.6 million decrease in other long-lived assets, and a $28.4 million decrease in long-term debt in our Consolidated Balance Sheet as of December 31, 2014 compared to the presentation in our Annual Report on Form 10-K.

In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which requires that all deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. We early adopted ASU 2015-17 effective December 31, 2015, retrospectively. Adoption resulted in a $22.1 million decrease in total current assets, a $20.0 million increase in non-current deferred tax assets, a $2.3 million decrease in accrued liabilities, and a $0.2 million increase in non-current deferred tax liabilities in our Consolidated Balance Sheet as of December 31, 2014 compared to the prior period presentation. Adoption had no impact on our results of operations.

Pending Adoption of Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09 will be effective for us beginning January 1, 2018, and allows for both retrospective and modified retrospective methods of adoption. Early adoption beginning January 1, 2017 is permitted. We are in the process of determining the method and timing of adoption and assessing the impact of ASU 2014-09 on our Consolidated Financial Statements.

In August 2014, the FASB issued disclosure guidance that requires us to evaluate, at each annual and interim period, whether substantial doubt exists about our ability to continue as a going concern, and if applicable, to provide related disclosures. The new guidance will be effective for us for the year ending December 31, 2016. This guidance is not currently expected to have a material effect on our financial statement disclosures upon adoption, although the ultimate impact will be dependent on our financial condition and expected operating outlook at such time.

Note 3: Acquisitions

Tripwire

We acquired 100% of the outstanding ownership interest in Tripwire, Inc. (Tripwire) on January 2, 2015 for a

 

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purchase price of $703.2 million. The purchase price was funded with cash on hand and $200.0 million of borrowings under our revolving credit agreement (see Note 13). Tripwire is a leading global provider of advanced threat, security and compliance solutions. Tripwire’s solutions enable enterprises, service providers, manufacturers, and government agencies to detect, prevent, and respond to growing security threats. Tripwire is headquartered in Portland, Oregon. The results of Tripwire have been included in our Consolidated Financial Statements from January 2, 2015. We have determined that Tripwire is a reportable segment, Network Security Solutions. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of January 2, 2015 (in thousands).

 

Cash

   $ 2,364   

Receivables

     37,792   

Inventories

     603   

Other current assets

     2,453   

Property, plant and equipment

     10,021   

Goodwill

     462,215   

Intangible assets

     306,000   

Other non-current assets

     659   
  

 

 

 

Total assets

   $ 822,107   
  

 

 

 

Accounts payable

   $ 3,142   

Accrued liabilities

     12,142   

Deferred revenue

     8,000   

Deferred income taxes

     95,074   

Other non-current liabilities

     540   
  

 

 

 

Total liabilities

   $ 118,898   
  

 

 

 

Net assets

   $ 703,209   
  

 

 

 

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations. The most significant change to the final purchase price allocation presented in the table above as compared to the preliminary purchase price allocation as of September 27, 2015 was a reduction of goodwill of approximately $15.8 million, primarily due to a reduction in the estimated fair value of acquired deferred tax liabilities.

The fair value of acquired receivables is $37.8 million, with a gross contractual amount of $38.0 million. We do not expect to collect $0.2 million of the acquired receivables.

For purposes of the above allocation, we based our estimate of the fair value for the acquired intangible assets, property, plant and equipment, and deferred revenue on a valuation study performed by a third party valuation firm. We used various valuation methods including discounted cash flows to estimate the fair value of the identifiable intangible assets and deferred revenue (Level 3 valuation). To determine the value of the acquired property, plant, and equipment, we used various valuation methods, including both the market approach, which considers sales prices of similar assets in similar conditions (Level 2 valuation), and the cost approach, which considers the cost to replace the asset adjusted for depreciation (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the Tripwire acquisition primarily consist of an expanded product portfolio with network security solutions that can be marketed to our existing

 

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broadcast, enterprise, and industrial customers. We do not have tax basis in the goodwill, and therefore, the goodwill is not deductible for tax purposes. The intangible assets related to the acquisition consisted of the following:

 

     Estimated Fair
Value
     Amortization
Period
 
     (In thousands)      (In years)  

Intangible assets subject to amortization:

     

Developed technology

   $ 210,000         5.8   

Customer relationships

     56,000         15.0   

Backlog

     3,000         1.0   
  

 

 

    

Total intangible assets subject to amortization

     269,000      
  

 

 

    

Intangible assets not subject to amortization:

     

Goodwill

     462,215      

Trademarks

     31,000      

In-process research and development

     6,000      
  

 

 

    

Total intangible assets not subject to amortization

     499,215      
  

 

 

    

Total intangible assets

   $ 768,215      
  

 

 

    

 

 

 

Weighted average amortization period

        7.7   
     

 

 

 

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of customer turnover. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship.

Trademarks have been determined by us to have indefinite lives and are not being amortized, based on our expectation that the trademarked products will generate cash flows for us for an indefinite period. We expect to maintain use of trademarks on existing products and introduce new products in the future that will also display the trademarks, thus extending their lives indefinitely. In-process research and development assets are considered indefinite-lived intangible assets until the completion or abandonment of the associated research and development efforts. Upon completion of the development process, we will make a determination of the useful life of the asset and begin amortizing the assets over that period. If the project is abandoned, we will write-off the asset at such time.

Our consolidated revenues and consolidated income from continuing operations before taxes for the year ended December 31, 2015 included $116.6 million of revenues and a $47.8 million loss from continuing operations before taxes from Tripwire. Consolidated revenues in the year ended December 31, 2015 were negatively impacted by approximately $50.4 million due to the reduction of the acquired deferred revenue balance to fair value. Our consolidated income from continuing operations before taxes for the year ended December 31, 2015 included $43.2 million of amortization of intangible assets and $9.2 million of compensation expense related to the accelerated vesting of acquiree stock based compensation awards.

The following table illustrates the unaudited pro forma effect on operating results as if the Tripwire acquisition had been completed as of January 1, 2014.

 

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     Years Ended  
     December 31, 2015      December 31, 2014  
     (In thousands, except per share data)  
     (Unaudited)  

Revenues

   $ 2,354,191       $ 2,405,198   

Income from continuing operations

     92,104         23,302   

Diluted income per share from continuing operations attributable to Belden stockholders

   $ 2.14       $ 0.53   

For purposes of the pro forma disclosures, the year ended December 31, 2014 includes nonrecurring expenses from the effects of purchase accounting, including the compensation expense from the accelerated vesting of acquiree stock compensation awards of $9.2 million and amortization of the sales backlog intangible asset of $3.0 million.

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition.

Coast Wire and Plastic Tech

We acquired 100% of the outstanding ownership interest in Coast Wire and Plastic Tech., LLC (Coast) on November 20, 2014 for cash of $36.0 million. Coast is a developer and manufacturer of customized wire and cable solutions used in high-end medical device, military and defense, and industrial applications. Coast is located in Carson, California. The results of Coast have been included in our Consolidated Financial Statements from November 20, 2014, and are reported within the Industrial Connectivity segment. The Coast acquisition was not material to our financial position or results of operations reported as of and for the year ended December 31, 2014.

ProSoft Technology, Inc.

We acquired 100% of the outstanding shares of ProSoft Technology, Inc. (ProSoft) on June 11, 2014 for cash of $104.1 million. ProSoft is a leading manufacturer of industrial networking products that translate between disparate automation systems, including the various protocols used by different automation vendors. The results of ProSoft have been included in our Consolidated Financial Statements from June 11, 2014, and are reported within the Industrial IT segment. ProSoft is headquartered in Bakersfield, California. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of June 11, 2014 (in thousands).

 

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Cash

   $ 2,517   

Receivables

     5,894   

Inventories

     2,731   

Other current assets

     332   

Property, plant and equipment

     767   

Goodwill

     56,923   

Intangible assets

     40,800   

Other non-current assets

     622   
  

 

 

 

Total assets

   $ 110,586   
  

 

 

 

Accounts payable

   $ 2,544   

Accrued liabilities

     2,807   

Other non-current liabilities

     1,132   
  

 

 

 

Total liabilities

   $ 6,483   
  

 

 

 

Net assets

   $ 104,103   
  

 

 

 

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations. There were no significant changes to the final purchase price allocation presented in the table above as compared to the preliminary purchase price allocation of December 31, 2014.

The fair value of acquired receivables is $5.9 million, with a gross contractual amount of $6.2 million. We do not expect to collect $0.3 million of the acquired receivables.

For purposes of the above allocation, we based our estimate of the fair value of the acquired inventory and intangible assets on a valuation study performed by a third party valuation firm. We have estimated a fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. We used various valuation methods including discounted cash flows to estimate the fair value of the identifiable intangible assets (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the ProSoft acquisition primarily consist of expanded access to the Industrial IT market and channel partners. Our tax basis in the acquired goodwill is $56.9 million. The goodwill balance we recorded is deductible for tax purposes over a period of 15 years up to the amount of the tax basis. The intangible assets related to the acquisition consisted of the following:

 

61


     Fair Value      Amortization
Period
 
     (In thousands)      (In years)  

Intangible assets subject to amortization:

     

Customer relationships

   $ 26,600         20.0   

Developed technologies

     9,000         5.0   

Trademarks

     5,000         5.0   

Backlog

     200         0.3   
  

 

 

    

Total intangible assets subject to amortization

     40,800      
  

 

 

    

Intangible assets not subject to amortization:

     

Goodwill

     56,923      
  

 

 

    

Total intangible assets not subject to amortization

     56,923      
  

 

 

    

Total intangible assets

   $ 97,723      
  

 

 

    

 

 

 

Weighted average amortization period

        14.8   
     

 

 

 

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technologies intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of customer turnover. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship.

Our consolidated revenues and consolidated income (loss) from continuing operations before taxes for the year ended December 31, 2014 included $31.7 million and ($2.5) million, respectively, from ProSoft. Our consolidated income from continuing operations before taxes for the year ended December 31, 2014 included $2.4 million of amortization of intangible assets and $1.4 million of cost of sales related to the adjustment of acquired inventory to fair value.

Grass Valley

We acquired 100% of the outstanding ownership interest in Grass Valley USA, LLC and GVBB Holdings S.a.r.l., (collectively, Grass Valley) on March 31, 2014 for cash of $218.2 million. Grass Valley is a leading provider of innovative technologies for the broadcast industry, including production switchers, cameras, servers, and editing solutions. Grass Valley is headquartered in Hillsboro, Oregon, with significant locations throughout the United States, Europe, and Asia. The results of Grass Valley have been included in our Consolidated Financial Statements from March 31, 2014, and are reported within the Broadcast segment. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of March 31, 2014 (in thousands):

 

62


Cash

   $ 9,451   

Receivables

     67,354   

Inventories

     18,593   

Other current assets

     4,172   

Property, plant and equipment

     22,460   

Goodwill

     131,070   

Intangible assets

     95,500   

Other non-current assets

     17,101   
  

 

 

 

Total assets

   $ 365,701   
  

 

 

 

Accounts payable

   $ 51,276   

Accrued liabilities

     62,672   

Deferred revenue

     14,000   

Postretirement benefits

     16,538   

Deferred income taxes

     1,827   

Other non-current liabilities

     1,199   
  

 

 

 

Total liabilities

   $ 147,512   
  

 

 

 

Net assets

   $ 218,189   
  

 

 

 

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations. The most significant change to the final purchase price allocation presented in the table above as compared to the preliminary purchase price allocation as of December 31, 2014 was an increase of goodwill of $11.5 million, primarily due to an increase in the estimated fair value of acquired accrued liabilities and deferred tax liabilities.

The fair value of acquired receivables is $67.4 million, with a gross contractual amount of $77.2 million. We do not expect to collect $9.8 million of the acquired receivables.

For purposes of the above allocation, we based our estimate of the fair value of the acquired inventory, property, plant, and equipment, intangible assets, and deferred revenue on a valuation study performed by a third party valuation firm. We have estimated a fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. To determine the value of the acquired property, plant, and equipment, we used various valuation methods, including both the market approach, which considers sales prices of similar assets in similar conditions (Level 2 valuation), and the cost approach, which considers the cost to replace the asset adjusted for depreciation (Level 3 valuation). We used various valuation methods including discounted cash flows to estimate the fair value of the identifiable intangible assets and deferred revenue (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the Grass Valley acquisition primarily consist of cost savings from the ability to consolidate existing and acquired operating facilities and other support functions, as well as expanded access to the Broadcast market. Our estimated tax basis in the acquired goodwill is not significant. The intangible assets related to the acquisition consisted of the following:

 

63


     Fair Value      Amortization
Period
 
     (In thousands)      (In years)  

Intangible assets subject to amortization:

     

Developed technologies

   $ 37,000         5.0   

Customer relationships

     27,000         15.0   

Backlog

     1,500         0.3   
  

 

 

    

Total intangible assets subject to amortization

     65,500      
  

 

 

    

Intangible assets not subject to amortization:

     

Goodwill

     131,070      

Trademarks

     22,000      

In-process research and development

     8,000      
  

 

 

    

Total intangible assets not subject to amortization

     161,070      
  

 

 

    

Total intangible assets

   $ 226,570      
  

 

 

    

 

 

 

Weighted average amortization period

        9.0   
     

 

 

 

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technologies intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of customer turnover. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship.

Trademarks have been determined by us to have indefinite lives and are not being amortized, based on our expectation that the trademarked products will generate cash flows for us for an indefinite period. We expect to maintain use of trademarks on existing products and introduce new products in the future that will also display the trademarks, thus extending their lives indefinitely. In-process research and development assets are considered indefinite-lived intangible assets until the completion or abandonment of the associated research and development efforts. Upon completion of the development process, we will make a determination of the useful life of the asset and begin amortizing the assets over that period. If the project is abandoned, we will write-off the asset at such time.

Our consolidated revenues and consolidated income (loss) from continuing operations before taxes for the year ended December 31, 2014 included $196.2 million and ($58.5) million, respectively, from Grass Valley. Our consolidated income from continuing operations before taxes for the year ended December 31, 2014 included $8.6 million of amortization of intangible assets and $6.9 million of cost of sales related to the adjustment of acquired inventory to fair value. We also recognized certain severance, restructuring, and acquisition integration costs in the 2014 related to Grass Valley. See Note 12.

The following table illustrates the unaudited pro forma effect on operating results as if the Grass Valley and ProSoft acquisitions had been completed as of January 1, 2013.

 

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     Years ended December 31,  
     2014      2013  
     (In thousands, except per share data)  
     (Unaudited)  

Revenues

   $ 2,401,200       $ 2,420,099   

Income from continuing operations

     67,956         66,874   

Diluted income per share from continuing operations attributable to Belden stockholders

   $ 1.54       $ 1.49   

For purposes of the pro forma disclosures, the year ended December 31, 2013 includes nonrecurring expenses from the effects of purchase accounting, including the cost of sales arising from the adjustments of inventory to fair value of $8.3 million, amortization of the sales backlog intangible assets of $1.7 million, and Belden’s transaction costs of $1.6 million.

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition.

Softel Limited

We acquired Softel Limited (Softel) for $9.1 million, net of cash acquired, on January 25, 2013. Softel is a key technology supplier to the media sector with a portfolio of technologies well aligned with industry trends and growing demand. Softel is located in the United Kingdom. The results of Softel have been included in our Consolidated Financial Statements from January 25, 2013, and are reported within the Broadcast segment. The Softel acquisition was not material to our financial position or results of operations reported as of and for the year ended December 31, 2013.

Note 4: Discontinued Operations

In 2012, we sold our Thermax and Raydex cable business for $265.6 million in cash and recognized a pre-tax gain of $211.6 million ($124.7 million net of tax). At the time the transaction closed, we received $265.6 million in cash, subject to a working capital adjustment. In 2014, we recognized a $0.9 million ($0.6 million net of tax) loss from disposal of discontinued operations related to this business as a result of settling the working capital adjustment and other matters. In 2013, we recognized a $1.4 million loss from discontinued operations for income tax expense related to this disposed business.

In 2010, we completed the sale of Trapeze Networks, Inc. (Trapeze) for $152.1 million and recognized a pre-tax gain of $88.3 million ($44.8 million after-tax). At the time the transaction closed, we received $136.9 million in cash, and the remaining $15.2 million was placed in escrow as partial security for our indemnity obligations under the sale agreement. During 2013, we collected a partial settlement of $4.2 million from the escrow. During 2015, we agreed to a final settlement with the buyer of Trapeze regarding the escrow, and collected $3.5 million of the escrow receivable and recognized a $0.2 million ($0.1 million net of tax) loss from disposal of discontinued operations. Additionally, we recognized a $0.2 million net loss from discontinued operations for income tax expense related to this disposed business in 2015. In 2014, we recognized $0.6 million of income from discontinued operations due to the reversal of an uncertain tax position liability related to this disposed business.

Note 5: Operating Segments and Geographic Information

We are organized around five global business platforms: Broadcast, Enterprise Connectivity, Industrial Connectivity, Industrial IT, and Network Security. The Network Security platform was formed with our

 

65


acquisition of Tripwire in January 2015. We have determined that each of the global business platforms represents a reportable segment.

To capitalize on the adoption of IP technology and accelerate our penetration of the commercial audio-video market, we transferred responsibility of audio-video cable and connectors from our Broadcast Solutions segment to our Enterprise Connectivity Solutions segment effective January 1, 2016. We have revised the prior period segment information to conform to the change in the composition of these reportable segments. This transfer had no impact to our reporting units for purposes of goodwill impairment testing.

The segments design, manufacture, and market a portfolio of signal transmission solutions for mission critical applications used in a variety of end markets, including broadcast, enterprise, and industrial. We sell the products manufactured by our segments principally through distributors or directly to systems integrators, original equipment manufacturers (OEMs), end-users, and installers.

Effective January 1, 2015, the key measures of segment profit or loss reviewed by our chief operating decision maker are Segment Revenues and Segment EBITDA. Segment Revenues represent non-affiliate revenues and include revenues that would have otherwise been recorded by acquired businesses as independent entities but were not recognized in our Consolidated Statements of Operations due to the effects of purchase accounting and the associated write-down of acquired deferred revenue to fair value. Segment EBITDA excludes certain items, including depreciation expense; amortization of intangibles; asset impairment; severance, restructuring, and acquisition integration costs; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory and deferred revenue to fair value; and other costs. We allocate corporate expenses to the segments for purposes of measuring Segment EBITDA. Corporate expenses are allocated on the basis of each segment’s relative EBITDA prior to the allocation. The prior period presentation has been updated accordingly.

Our measure of segment assets does not include cash, goodwill, intangible assets, deferred tax assets, or corporate assets. All goodwill is allocated to reporting units of our segments for purposes of impairment testing.

The results of our equity method investment in the Hirschmann JV are analyzed separately from the results of our operating segments, and they are not included in the corporate expense allocation.

Operating Segment Information

 

Broadcast Solutions    Years ended December 31,  
     2015      2014      2013  
     (In thousands)  

Segment revenues

   $ 739,970       $ 757,767       $ 501,560   

Affiliate revenues

     916         821         502   

Segment EBITDA

     113,638         116,966         86,649   

Depreciation expense

     16,295         15,854         17,786   

Amortization of intangibles

     49,812         49,562         44,828   

Severance, restructuring, and acquisition integration costs

     39,078         48,440         12,128   

Purchase accounting effects of acquisitions

     132         8,574         6,550   

Deferred gross profit adjustments

     2,446         10,777         11,337   

Acquisition of property, plant and equipment

     27,365         17,091         9,685   

Segment assets

     346,095         378,024         238,221   

 

66


Enterprise Connectivity Solutions    Years ended December 31,  
     2015      2014      2013  
     (In thousands)  

Segment revenues

   $ 605,910       $ 626,614       $ 670,766   

Affiliate revenues

     5,322         8,467         9,823   

Segment EBITDA

     100,214         89,352         84,971   

Depreciation expense

     12,591         14,443         13,105   

Amortization of intangibles

     1,720         1,827         1,720   

Severance, restructuring, and acquisition integration costs

     723         3,435         400   

Purchase accounting effects of acquisitions

     52         608         —     

Acquisition of property, plant and equipment

     10,323         13,395         12,590   

Segment assets

     238,400         259,344         279,306   

 

Industrial Connectivity Solutions    Years ended December 31,  
     2015      2014      2013  
     (In thousands)  

Segment revenues

   $ 603,350       $ 682,374       $ 680,643   

Affiliate revenues

     1,613         2,927         1,901   

Segment EBITDA

     99,941         106,097         104,655   

Depreciation expense

     11,235         11,145         10,308   

Amortization of intangibles

     3,154         1,236         1,085   

Severance, restructuring, and acquisition integration costs

     6,228         11,953         700   

Purchase accounting effects of acquisitions

     334         1,328         —     

Acquisition of property, plant and equipment

     8,836         10,053         14,496   

Segment assets

     231,265         255,997         259,400   

 

Industrial IT Solutions    Years ended December 31,  
     2015      2014      2013  
     (In thousands)  

Segment revenues

   $ 244,303       $ 253,464       $ 231,521   

Affiliate revenues

     70         54         208   

Segment EBITDA

     43,253         47,927         45,719   

Depreciation expense

     2,293         2,294         2,449   

Amortization of intangibles

     5,859         5,801         3,170   

Severance, restructuring, and acquisition integration costs

     169         6,999         1,660   

Purchase accounting effects of acquisitions

     32         2,030         —     

Acquisition of property, plant and equipment

     2,039         1,903         2,020   

Segment assets

     55,285         67,417         56,658   

 

67


Network Security Solutions    Years ended December 31,  
     2015      2014      2013  
     (In thousands)  

Segment revenues

   $ 167,050       $ —         $ —     

Affiliate revenues

     8         —           —     

Segment EBITDA

     44,620         —           —     

Depreciation expense

     4,137         —           —     

Amortization of intangibles

     43,246         —           —     

Severance, restructuring, and acquisition integration costs

     972         —           —     

Purchase accounting effects of acquisitions

     9,197         —           —     

Deferred gross profit adjustments

     50,430         —           —     

Acquisition of property, plant and equipment

     5,009         —           —     

Segment assets

     63,235         —           —     
Total Segments    Years ended December 31,  
     2015      2014      2013  
     (In thousands)  

Segment revenues

   $ 2,360,583       $ 2,320,219       $ 2,084,490   

Affiliate revenues

     7,929         12,269         12,434   

Segment EBITDA

     401,666         360,342         321,994   

Depreciation expense

     46,551         43,736         43,648   

Amortization of intangibles

     103,791         58,426         50,803   

Severance, restructuring, and acquisition integration costs

     47,170         70,827         14,888   

Purchase accounting effects of acquisitions

     9,747         12,540         6,550   

Deferred gross profit adjustments

     52,876         10,777         11,337   

Acquisition of property, plant and equipment

     53,572         42,442         38,791   

Segment assets

     934,280         960,782         833,585   

The following table is a reconciliation of the total of the reportable segments’ Revenues and EBITDA to consolidated revenues and consolidated income from continuing operations before taxes, respectively.

 

68


     Years Ended December 31,  
     2015     2014     2013  
     (In thousands)  

Total Segment Revenues

   $ 2,360,583      $ 2,320,219      $ 2,084,490   

Deferred revenue adjustments (1)

     (51,361     (11,954     (15,297
  

 

 

   

 

 

   

 

 

 

Consolidated Revenues

   $ 2,309,222      $ 2,308,265      $ 2,069,193   
  

 

 

   

 

 

   

 

 

 

Total Segment EBITDA

   $ 401,666      $ 360,342      $ 321,994   

Amortization of intangibles

     (103,791     (58,426     (50,803

Deferred gross profit adjustments (1)

     (52,876     (10,777     (11,337

Severance, restructuring, and acquisition integration costs (2)

     (47,170     (70,827     (14,888

Depreciation expense

     (46,551     (43,736     (43,648

Purchase accounting effects related to acquisitions (3)

     (9,747     (12,540     (6,550

Income from equity method investment

     1,770        3,955        8,922   

Gain on sale of assets

     —          —          1,278   

Eliminations

     (2,748     (4,872     (3,706
  

 

 

   

 

 

   

 

 

 

Consolidated operating income

     140,553        163,119        201,262   

Interest expense, net

     (100,613     (81,573     (72,601

Loss on debt extinguishment

     —          —          (1,612
  

 

 

   

 

 

   

 

 

 

Consolidated income from continuing operations before taxes

   $ 39,940      $ 81,546      $ 127,049   
  

 

 

   

 

 

   

 

 

 

 

(1) For the year ended December 31, 2015, both our consolidated revenues and gross profit were negatively impacted by the reduction of the acquired deferred revenue balance to fair value associated with our acquisition of Tripwire. See Note 3, Acquisitions.
(2) See Note 12, Severance, Restructuring, and Acquisition Integration Activities, for details.
(3) For the year ended December 31, 2015, we recognized $9.2 million of compensation expense related to the accelerated vesting of acquiree stock based compensation awards associated with our acquisition of Tripwire. In addition, we recognized $0.3 million of cost of sales related to the adjustment of acquired inventory to fair value related to our acquisition of Coast. For the year ended December 31, 2014, we recognized $8.3 million of cost of sales related to the adjustment of acquired inventory to fair value for our acquisitions of Grass Valley and ProSoft.

Below are reconciliations of other segment measures to the consolidated totals.

 

     Years Ended December 31,  
     2015      2014      2013  
     (In thousands)  

Total segment assets

   $ 934,280       $ 960,782       $ 833,585   

Cash and cash equivalents

     216,751         741,162         613,304   

Goodwill

     1,385,115         943,374         773,048   

Intangible assets, less accumulated amortization

     655,871         461,292         376,976   

Deferred income taxes

     34,295         60,652         54,801   

Income tax receivable

     3,787         4,953         12,169   

Corporate assets

     60,503         59,987         64,804   
  

 

 

    

 

 

    

 

 

 

Total assets

   $ 3,290,602       $ 3,232,202       $ 2,728,687   
  

 

 

    

 

 

    

 

 

 

Total segment acquisition of property, plant and equipment

   $ 53,572       $ 42,442       $ 38,791   

Corporate acquisition of property, plant and equipment

     1,397         3,017         1,418   
  

 

 

    

 

 

    

 

 

 

Total acquisition of property, plant and equipment

   $ 54,969       $ 45,459       $ 40,209   
  

 

 

    

 

 

    

 

 

 

Geographic Information

The Company attributes foreign sales based on the location of the customer purchasing the product. The table below summarizes net sales and long-lived assets for the years ended December 31, 2015, 2014 and 2013 for

 

69


the following countries: the U.S., Canada, China, and Germany. No other individual foreign country’s net sales or long-lived assets are material to the Company.

 

     United States     Canada     China     Germany     All Other     Total  
     (In thousands, except percentages)  

Year ended December 31, 2015

            

Revenues

   $ 1,270,467      $ 170,522      $ 114,863      $ 103,106      $ 650,264      $ 2,309,222   

Percent of total revenues

     55     7     5     4     29     100

Long-lived assets

   $ 188,032      $ 27,315      $ 62,794      $ 35,588      $ 64,434      $ 378,163   

Year ended December 31, 2014

            

Revenues

   $ 1,134,721      $ 194,149      $ 132,330      $ 120,297      $ 726,768      $ 2,308,265   

Percent of total revenues

     49     8     6     5     32     100

Long-lived assets

   $ 169,080      $ 29,773      $ 70,574      $ 40,557      $ 70,727      $ 380,711   

Year ended December 31, 2013

            

Revenues

   $ 1,032,190      $ 195,387      $ 126,461      $ 108,745      $ 606,410      $ 2,069,193   

Percent of total revenues

     50     9     6     5     30     100

Long-lived assets

   $ 152,199      $ 27,458      $ 76,949      $ 45,702      $ 59,275      $ 361,583   

Major Customer

Revenues generated from sales to the distributor Anixter International Inc., primarily in the Industrial Connectivity and Enterprise Connectivity segments, were $281.9 million (12% of revenues), $290.5 million (13% of revenues), and $289.9 million (14% of revenues) for 2015, 2014, and 2013, respectively. At December 31, 2015, we had $31.1 million in accounts receivable outstanding from Anixter International Inc. This represented approximately 8% of our total accounts receivable outstanding at December 31, 2015.

Note 6: Noncontrolling Interest

In 2015, we entered into a joint venture agreement with Shanghai Hi-Tech Control System Co, Ltd (Hite). The purpose of the joint venture is to develop and provide certain Industrial IT products and integrated solutions to customers in China. Belden and Hite contributed $1.53 million and $1.47 million, respectively, to the joint venture in 2015, reflecting ownership percentages of 51% and 49%, respectively. Belden and Hite are committed to fund an additional $1.53 million and $1.47 million to the joint venture in the future. The joint venture is determined to not have sufficient equity at risk; therefore, it is considered a variable interest entity. We have determined that Belden is the primary beneficiary of the joint venture, due to both our ownership percentage and our control over the activities of the joint venture that most significantly impact its economic performance based on the terms of the joint venture agreement with Hite. Because Belden is the primary beneficiary of the joint venture, we have consolidated the joint venture in our financial statements. The results of the joint venture attributable to Hite’s ownership are presented as net loss attributable to noncontrolling interest in the consolidated statements of operations. The joint venture is not material to our consolidated financial statements as of or for the year ended December 31, 2015.

Note 7: Income Per Share

The following table presents the basis of the income per share computation:

 

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     Years Ended December 31,  
     2015     2014     2013  
     (In thousands)  

Numerator for basic and diluted income per share:

      

Income from continuing operations

   $ 66,508      $ 74,432      $ 104,734   

Less: Net loss attributable to noncontrolling interest

     (24     —          —     
  

 

 

   

 

 

   

 

 

 

Income from continuing operations attribuable to Belden stockholders

     66,532        74,432        104,734   

Income (loss) from discontinued operations, net of tax, attributable to Belden stockholders

     (242     579        (1,421

Loss from disposal of discontinued operations, net of tax, attributable to Belden stockholders

     (86     (562     —     
  

 

 

   

 

 

   

 

 

 

Net income attributable to Belden stockholders

   $ 66,204      $ 74,449      $ 103,313   
  

 

 

   

 

 

   

 

 

 

Denominator:

      

Weighted average shares outstanding, basic

     42,390        43,273        43,871   

Effect of dilutive common stock equivalents

     563        724        866   
  

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding, diluted

     42,953        43,997        44,737   
  

 

 

   

 

 

   

 

 

 

For the years ended December 31, 2015, 2014, and 2013, diluted weighted average shares outstanding do not include outstanding equity awards of 0.4 million, 0.2 million, and 0.2 million, respectively, because to do so would have been anti-dilutive.

For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent. Necessary conditions are not satisfied until the vesting date, at which time holders of our restricted stock units receive shares of our common stock.

For purposes of calculating diluted earnings per share, unvested restricted stock units are included to the extent that they are dilutive. In determining whether unvested restricted stock units are dilutive, each issuance of restricted stock units is considered separately.

Once a restricted stock unit has vested, it is included in the calculation of both basic and diluted weighted average shares outstanding.

Note 8: Inventories

The major classes of inventories were as follows:

 

     December 31,  
     2015      2014  
     (In thousands)  

Raw materials

   $ 92,929       $ 106,955   

Work-in-process

     27,730         31,611   

Finished goods

     97,814         121,655   
  

 

 

    

 

 

 

Gross inventories

     218,473         260,221   

Excess and obsolete reserves

     (22,531      (31,823
  

 

 

    

 

 

 

Net inventories

   $ 195,942       $ 228,398   
  

 

 

    

 

 

 

Note 9: Property, Plant and Equipment

The carrying values of property, plant and equipment were as follows:

 

71


     December 31,  
     2015      2014  
     (In thousands)  

Land and land improvements

   $ 29,235       $ 31,879   

Buildings and leasehold improvements

     135,154         131,534   

Machinery and equipment

     483,773         472,543   

Computer equipment and software

     112,888         96,546   

Construction in process

     28,274         33,726   
  

 

 

    

 

 

 

Gross property, plant and equipment

     789,324         766,228   

Accumulated depreciation

     (478,695      (449,843
  

 

 

    

 

 

 

Net property, plant and equipment

   $ 310,629       $ 316,385   
  

 

 

    

 

 

 

Disposals

During 2015, we sold certain property, plant and equipment of the Industrial Connectivity segment for $0.4 million and recognized a $0.3 million loss on the sale.

During 2014, we sold certain property, plant and equipment of the Broadcast segment for $1.9 million. There was no gain or loss on the sale.

During 2013, we sold certain real estate of the Broadcast segment for $1.0 million and recognized a $0.3 million loss on the sale. We also sold certain real estate of the Enterprise Connectivity segment for $2.1 million. There was no gain or loss on the sale.

Impairment

We did not recognize any impairment losses in 2015, 2014, or 2013.

Depreciation Expense

We recognized depreciation expense in income from continuing operations of $46.6 million, $43.7 million, and $43.6 million in 2015, 2014, and 2013, respectively.

Note 10: Intangible Assets

The carrying values of intangible assets were as follows:

 

     December 31, 2015      December 31, 2014  
     Gross            Net      Gross            Net  
     Carrying      Accumulated     Carrying      Carrying      Accumulated     Carrying  
     Amount      Amortization     Amount      Amount      Amortization     Amount  
                                (In thousands)        

Goodwill

   $ 1,385,115       $ —        $ 1,385,115       $ 943,374       $ —        $ 943,374   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Definite-lived intangible assets subject to amortization:

               

Customer relationships

   $ 309,573       $ (61,641   $ 247,932       $ 261,914       $ (46,457   $ 215,457   

Developed technology

     416,817         (170,576     246,241         213,017         (102,996     110,021   

Trademarks

     19,417         (7,255     12,162         19,438         (3,687     15,751   

Backlog

     12,559         (12,559     —           10,406         (9,627     779   

In-service research and development

     14,238         (4,723     9,515         10,340         (2,777     7,563   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total intangible assets subject to amortization

     772,604         (256,754     515,850         515,115         (165,544     349,571   

Indefinite-lived intangible assets not subject to amortization:

               

Trademarks

     129,671         —          129,671         103,040         —          103,040   

In-process research and development

     10,350         —          10,350         8,681         —          8,681   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total intangible assets not subject to amortization

     140,021         —          140,021         111,721         —          111,721   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Intangible assets

   $ 912,625       $ (256,754   $ 655,871       $ 626,836       $ (165,544   $ 461,292   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

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Segment Allocation of Goodwill and Trademarks

The changes in the carrying amount of goodwill assigned to reporting units in our reportable segments are as follows:

 

                  Industrial     Industrial     Network         
     Broadcast     Enterprise      Connectivity     IT     Security      Consolidated  
     (In thousands)  

Balance at December 31, 2013

   $ 443,233      $ 73,278       $ 187,975      $ 68,562      $ —         $ 773,048   

Acquisitions and purchase accounting adjustments

     119,918        —           16,442        56,194        —           192,554   

Translation impact

     (12,789     —           (4,364     (5,075     —           (22,228
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Balance at December 31, 2014

   $ 550,362      $ 73,278       $ 200,053      $ 119,681      $ —         $ 943,374   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Acquisitions and purchase accounting adjustments

     11,481        —           1,614        730        462,215         476,040   

Translation impact

     (25,455     —           (4,948     (3,896     —           (34,299
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Balance at December 31, 2015

   $ 536,388      $ 73,278       $ 196,719      $ 116,515      $ 462,215       $ 1,385,115   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

The changes in the carrying amount of indefinite-lived trademarks are as follows:

 

                  Industrial     Industrial     Network         
     Broadcast     Enterprise      Connectivity     IT     Security      Consolidated  
     (In thousands)  

Balance at December 31, 2013

   $ 66,064      $ 4,063       $ 12,193      $ 9,690      $ —         $ 92,010   

Reclassify to definite-lived

     (2,700     —           —          (3,900     —           (6,600

Acquisitions and purchase accounting adjustments

     22,000        —           —          —          —           22,000   

Translation impact

     (2,244     —           (1,449     (677     —           (4,370
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Balance at December 31, 2014

   $ 83,120      $ 4,063       $ 10,744      $ 5,113      $ —         $ 103,040   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Acquisitions and purchase accounting adjustments

     —          —           —          —          31,000         31,000   

Translation impact

     (2,198     —           (1,654     (517     —           (4,369
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Balance at December 31, 2015

   $ 80,922      $ 4,063       $ 9,090      $ 4,596      $ 31,000       $ 129,671   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Impairment

The annual measurement date for our goodwill and indefinite-lived intangible assets impairment test is our fiscal November month-end. For our 2015 goodwill impairment test, we performed a quantitative assessment for four of our reporting units and determined the estimated fair values of our reporting units by calculating the present values of their estimated future cash flows. We determined that the fair values of the reporting units were substantially in excess of the carrying values; therefore, we did not record any goodwill impairment for the four reporting units. We performed a qualitative assessment for the remaining six of our reporting units, and we determined that it was more likely than not that the fair value was greater than the carrying value. Therefore, we did not record any goodwill impairment for the six reporting units. We also did not recognize any goodwill impairment in 2014 or 2013 based on the results of our annual goodwill impairment testing.

Similar to the quantitative goodwill impairment test, we determined the estimated fair values of our indefinite-lived trademarks by calculating the present values of the estimated cash flows (using Level 3 inputs)

 

73


attributable to the respective trademarks. We did not recognize any trademark impairment charges in 2015, 2014, or 2013.

Amortization Expense

We recognized amortization expense in income from continuing operations of $103.8 million, $58.4 million, and $50.8 million in 2015, 2014, and 2013, respectively. We expect to recognize annual amortization expense of $95.1 million in 2016, $86.2 million in 2017, $71.0 million in 2018, $62.5 million in 2019, and $47.1 million in 2020 related to our intangible assets balance as of December 31, 2015.

The weighted-average amortization period for our customer relationships, developed technology, trademarks, and in-service research and development is 18.8 years, 5.3 years, 5.0 years, and 4.6 years, respectively.

Note 11: Accounts Payable and Accrued Liabilities

The carrying values of accounts payable and accrued liabilities were as follows:

 

     December 31,  
     2015      2014  
     (In thousands)  

Accounts payable

   $ 223,514       $ 272,439   

Current deferred revenue

     101,460         45,139   

Wages, severance and related taxes

     86,389         70,256   

Accrued rebates

     29,997         31,506   

Employee benefits

     27,482         25,158   

Accrued interest

     25,188         26,741   

Other (individual items less than 5% of total current liabilities)

     52,733         49,272   
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

   $ 546,763       $ 520,511   
  

 

 

    

 

 

 

The majority of our accounts payable balance is due to trade creditors. Our accounts payable balance as of December 31, 2015 and 2014 included $11.8 million and $14.7 million, respectively, of amounts due to banks under a commercial acceptance draft program. All accounts payable outstanding under the commercial acceptance draft program are expected to be settled within one year.

See further discussion of the accrued severance balance in Note 12 below.

Note 12: Severance, Restructuring, and Acquisition Integration Activities

Industrial Restructuring Program: 2015

Both our Industrial Connectivity and Industrial IT segments have been negatively impacted by a decline in sales volume. Global demand for industrial products has been negatively impacted by the strengthened U.S. dollar and lower energy prices. Our customers have reduced capital spending in response to these conditions, and we expect these conditions to continue to impact our industrial segments. In response to these current industrial market conditions, we began to execute a restructuring program in the fourth fiscal quarter of 2015 to further reduce our cost structure. We recognized approximately $3.3 million of severance and other restructuring costs for this program during 2015. We expect to incur approximately $9 million of additional severance and other restructuring costs for this program, the majority of which will be incurred in the first fiscal quarter of 2016. We expect the restructuring program to generate approximately $18 million of savings on an annualized basis, which we expect to begin to realize in the first fiscal quarter of 2016.

Grass Valley Restructuring Program: 2015

Our Broadcast segment has been negatively impacted by a decline in sales volume for our broadcast technology

 

74


infrastructure products sold by our Grass Valley brand. Outside of the U.S., demand for these products has been impacted by the relative price increase of our products due to the strengthened U.S. dollar as well as the impact of weaker economic conditions which have resulted in lower capital spending. Within the U.S., demand for these products has been impacted by deferred capital spending. We believe broadcast customers have deferred their capital spending as they navigate through a number of important industry transitions and a changing media landscape. In response to these current broadcast market conditions, we began to execute a restructuring program beginning in the third fiscal quarter of 2015 to further reduce our cost structure. We recognized approximately $25.4 million of severance and other restructuring costs for this program during 2015. We expect to incur approximately $4 million of additional severance and other restructuring costs for this program, the majority of which will be incurred in the first fiscal quarter of 2016. We expect the restructuring program to generate approximately $30 million of savings on an annualized basis, which we began to realize in the fourth fiscal quarter of 2015.

Productivity Improvement Program and Acquisition Integration: 2014-2015

In 2014, we began a productivity improvement program and the integration of our acquisition of Grass Valley. The productivity improvement program focused on improving the productivity of our sales, marketing, finance, and human resources functions relative to our peers. The majority of the costs for the productivity improvement program related to the Industrial Connectivity, Enterprise, and Industrial IT segments. We expected the productivity improvement program to reduce our operating expenses by approximately $18 million on an annualized basis, and we are substantially realizing such benefits. The restructuring and integration activities related to our acquisition of Grass Valley focused on achieving desired cost savings by consolidating existing and acquired operating facilities and other support functions. The Grass Valley costs related to our Broadcast segment. We substantially completed the productivity improvement program and the integration activities in the second fiscal quarter of 2015.

In 2015, we recorded severance, restructuring, and integration costs of $18.5 million related to these two significant programs, as well as other cost reduction actions and the integration of our acquisitions of ProSoft, Coast, and Tripwire. We recorded $70.8 million of such costs in 2014.

Other Programs: 2013

During 2013, we recorded severance, restructuring, and acquisition integration costs of $14.9 million. The majority of these costs were recorded in our Broadcast segment. These costs were incurred primarily as a result of facility consolidation in New York for recently acquired locations and other acquisition integration activities. These activities were in connection with our integration activities for the 2012 acquisition of PPC Broadband, Inc.

The following tables summarize the costs by segment of the various programs described above:

 

75


Year Ended December 31, 2015

   Severance      Other
Restructuring
and Integration
Costs
     Total Costs  
     (In thousands)  

Broadcast Solutions

   $ 16,694       $ 22,384       $ 39,078   

Enterprise Connectivity Solutions

     (186      909         723   

Industrial Connectivity Solutions

     3,309         2,919         6,228   

Industrial IT Solutions

     (728      897         169   

Network Security Solutions

     12         960         972   
  

 

 

    

 

 

    

 

 

 

Total

   $ 19,101       $ 28,069       $ 47,170   
  

 

 

    

 

 

    

 

 

 

Year Ended December 31, 2014

                    

Broadcast Solutions

   $ 19,908       $ 28,532       $ 48,440   

Enterprise Connectivity Solutions

     2,300         1,135         3,435   

Industrial Connectivity Solutions

     9,732         2,221         11,953   

Industrial IT Solutions

     5,314         1,685         6,999   
  

 

 

    

 

 

    

 

 

 

Total

   $ 37,254       $ 33,573       $ 70,827   
  

 

 

    

 

 

    

 

 

 

Year Ended December 31, 2013

                    

Broadcast Solutions

   $ 4,112       $ 8,016       $ 12,128   

Enterprise Connectivity Solutions

     —           400         400   

Industrial Connectivity Solutions

     —           700         700   

Industrial IT Solutions

     1,318         342         1,660   
  

 

 

    

 

 

    

 

 

 

Total

   $ 5,430       $ 9,458       $ 14,888   
  

 

 

    

 

 

    

 

 

 

The other restructuring and integration costs in 2015 and 2014 primarily consisted of costs of integrating manufacturing operations, such as relocating inventory on a global basis, retention bonuses, relocation, travel, reserves for inventory obsolescence as a result of product line integration, costs to consolidate operating and support facilities, and other costs. The other restructuring and integration costs in 2013 included relocation, equipment transfer, and other costs. The majority of the other restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days.

Of the total severance, restructuring, and acquisition integration costs recognized during 2015, $9.4 million, $31.7 million, and $6.1 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance, restructuring, and acquisition integration costs recognized during 2014, $20.7 million, $46.5 million, and $3.6 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. Of the total severance and other restructuring costs recognized during 2013, $7.1 million, $6.5 million, and $1.3 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively.

We continue to review our business strategies and evaluate potential new restructuring actions. This could result in additional restructuring costs in future periods.

Accrued Severance

The table below sets forth severance activity that occurred for the four significant programs described above. The balances are included in accrued liabilities.

 

76


     Productivity     Grass     Grass        
     Improvement     Valley     Valley     Industrial  
     Program     Integration     Restructuring     Restructuring  
     (In thousands)  

Balance at December 31, 2014

   $ 7,141      $ 5,579      $ —        $ —     

New charges

     887        2,165        —          —     

Cash payments

     (1,455     (2,370     —          —     

Foreign currency translation

     (408     (302     —          —     

Other adjustments

     (170     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 29, 2015

   $ 5,995      $ 5,072      $ —        $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

New charges

     22        —          —          —     

Cash payments

     (1,268     (1,709     —          —     

Foreign currency translation

     97        10        —          —     

Other adjustments

     —          (1,590     —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 28, 2015

   $ 4,846      $ 1,783      $ —        $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

New charges

     99        —          11,978        —     

Cash payments

     (987     (946     (755     —     

Foreign currency translation

     (29     —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 27, 2015

   $ 3,929      $ 837      $ 11,223      $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

New charges

     —          —          3,960        2,728   

Cash payments

     (831     (397     (2,979     (282

Foreign currency translation

     (64     (27     (119     15   

Other adjustments

     (818     —          —          182   
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

   $ 2,216      $ 413      $ 12,085      $ 2,643   
  

 

 

   

 

 

   

 

 

   

 

 

 

The other adjustments in the three months ended March 29, 2015 and June 28, 2015 were the result of changes in estimates. We experienced higher than expected voluntary turnover, and as a result, certain approved severance actions were not taken. The other adjustments in the three months ended December 31, 2015 were changes in estimates, as actual amounts paid were less than estimated.

We expect the remaining amounts of these liabilities to be paid during 2016.

Note 13: Long-Term Debt and Other Borrowing Arrangements

The carrying values of our long-term debt and other borrowing arrangements were as follows:

 

77


     December 31,  
     2015      2014  
     (In thousands)  

Revolving credit agreement due 2018

   $ 50,000       $ —     

Variable rate term loan due 2020

     243,965         246,375   

Senior subordinated notes:

     

5.25% Senior subordinated notes due 2024

     200,000         200,000   

5.50% Senior subordinated notes due 2023

     553,835         616,326   

5.50% Senior subordinated notes due 2022

     700,000         700,000   

9.25% Senior subordinated notes due 2019

     5,221         5,221   
  

 

 

    

 

 

 

Total senior subordinated notes

     1,459,056         1,521,547   
  

 

 

    

 

 

 

Total gross debt and other borrowing arrangements

     1,753,021         1,767,922   

Less unamortized debt issuance costs

     (25,239      (28,468
  

 

 

    

 

 

 

Total net debt and other borrowing arrangements

     1,727,782         1,739,454   

Less current maturities of Term Loan

     (2,500      (2,500
  

 

 

    

 

 

 

Long-term debt

   $ 1,725,282       $ 1,736,954   
  

 

 

    

 

 

 

Revolving Credit Agreement due 2018

Our revolving credit agreement provides a $400 million multi-currency asset-based revolving credit facility (the Revolver). The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the U.S., Canada, Germany, the Netherlands, and the UK. In January 2015, we borrowed $200.0 million under the Revolver in order to fund a portion of the purchase price for the acquisition of Tripwire (see Note 3). In the fourth fiscal quarter, we repaid $150.0 million of the Revolver borrowings, and as of December 31, 2015, we had $50.0 million remaining borrowings outstanding under the Revolver. As of December 31, 2015, our available borrowing capacity was $242.5 million. The Revolver matures in 2018. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25% - 1.75%, depending upon our leverage position. The interest rate as of December 31, 2015 was 2.13%. We pay a commitment fee on our available borrowing capacity of 0.375%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant.

Variable Rate Term Loan due 2020

In 2013, we borrowed $250.0 million under a Term Loan Credit Agreement (the Term Loan). The Term Loan is secured on a second lien basis by the assets securing the Revolving Credit Agreement due 2018 discussed above and on a first lien basis by the stock of certain of our subsidiaries. The borrowings under the Term Loan are scheduled to mature in 2020 and require quarterly amortization payments of approximately $0.6 million. Interest under the Term Loan is variable, based upon the three-month LIBOR plus an applicable spread. The interest rate as of December 31, 2015 was 3.25%. We paid approximately $3.9 million of fees associated with the Term Loan, which are being amortized over the life of the Term Loan using the effective interest method.

Senior Subordinated Notes

In June 2014, we issued $200.0 million aggregate principal amount of 5.25% senior subordinated notes due 2024 (the 2024 Notes). The 2024 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The 2024 Notes rank equal in right of payment with our senior subordinated notes due 2023,

 

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2022, and 2019 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan and Revolver. Interest is payable semiannually on January 15 and July 15 of each year. We paid approximately $4.2 million of fees associated with the issuance of the 2024 Notes, which are being amortized over the life of the 2024 Notes using the effective interest method. We used the net proceeds from the transaction for general corporate purposes.

In March 2013, we issued €300.0 million ($388.2 million at issuance) aggregate principal amount of 5.5% senior subordinated notes due 2023 (the 2023 Notes). In November 2014, we issued an additional €200.0 million ($247.5 million at issuance) aggregate principal amount of 2023 Notes. The carrying value of the 2023 Notes as of December 31, 2015 is $553.8 million. The 2023 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2024, 2022, and 2019 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan and Revolver. Interest is payable semiannually on April 15 and October 15 of each year. We paid $12.7 million of fees associated with the issuance of the 2023 Notes, which are being amortized over the life of the notes using the effective interest method. We used the net proceeds from the transactions to repay amounts outstanding under the revolving credit component of our previously outstanding Senior Secured Facility and for general corporate purposes.

We have outstanding $700.0 million aggregate principal amount of 5.5% senior subordinated notes due 2022 (the 2022 Notes). The 2022 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The 2022 Notes rank equal in right of payment with our senior subordinated notes due 2024, 2023, and 2019, and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan and Revolver. Interest is payable semiannually on March 1 and September 1 of each year.

We have outstanding $5.2 million aggregate principal amount of our senior subordinated notes due 2019 (the 2019 Notes). The 2019 Notes have a coupon interest rate of 9.25% and an effective interest rate of 9.75%. The interest on the 2019 Notes is payable semiannually on June 15 and December 15. The 2019 notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2024, 2023, and 2022, and with any future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan and Revolver.

The senior subordinated notes due 2019, 2022, 2023, and 2024 are redeemable currently and after September 1, 2017, April 15, 2018, and July 15, 2019, respectively, at the following redemption prices as a percentage of the face amount of the notes:

 

Senior Subordinated Notes due  

2019

    2022     2023     2024  

Year

   Percentage     Year    Percentage     Year    Percentage     Year    Percentage  

2016

     101.542   2017      102.750   2018      102.750   2019      102.625

2017 and thereafter

     100.000   2018      101.833   2019      101.833   2020      101.750
     2019      100.917   2020      100.917   2021      100.875
     2020 and thereafter      100.000   2021 and thereafter      100.000   2022 and thereafter      100.000

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of December 31, 2015 was approximately $1,416.6 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $1,459.1 million as of December 31, 2015. We believe the fair value of our Term Loan and the balance outstanding under our Revolver approximate book value.

 

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Maturities

Maturities on outstanding long-term debt and other borrowings during each of the five years subsequent to December 31, 2015 are as follows (in thousands):

 

2016

   $ 2,500   

2017

     2,500   

2018

     52,500   

2019

     7,721   

2020

     233,965   

Thereafter

     1,453,835   
  

 

 

 
   $ 1,753,021   
  

 

 

 

Note 14: Income Taxes

 

     Years ended December 31,  
     2015      2014      2013  
     (In thousands)  

Income (loss) from continuing operations before taxes:

        

United States operations

   $ (6,924    $ 14,042       $ 31,678   

Foreign operations

     46,864         67,504         95,371   
  

 

 

    

 

 

    

 

 

 

Income from continuing operations before taxes

   $ 39,940       $ 81,546       $ 127,049   
  

 

 

    

 

 

    

 

 

 

Income tax expense (benefit):

        

Currently payable

        

United States federal

   $ —         $ 6,701       $ (4,493

United States state and local

     1,789         1,617         (26

Foreign

     17,317         16,592         21,377   
  

 

 

    

 

 

    

 

 

 
     19,106         24,910         16,858   

Deferred

        

United States federal

     (23,709      (9,662      3,575   

United States state and local

     (2,257      (746      1,593   

Foreign

     (19,708      (7,388      289   
  

 

 

    

 

 

    

 

 

 
     (45,674      (17,796      5,457   
  

 

 

    

 

 

    

 

 

 

Income tax expense (benefit)

   $ (26,568    $ 7,114       $ 22,315   
  

 

 

    

 

 

    

 

 

 

In addition to the above income tax expense (benefit) associated with continuing operations, we also recorded income tax expense (benefit) associated with discontinued operations of $0.2 million, ($0.9 million), and $1.4 million in 2015, 2014, and 2013, respectively.

 

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     Years Ended December 31,  
     2015     2014     2013  

Effective income tax rate reconciliation from continuing operations:

      

United States federal statutory rate

     35.0     35.0     35.0

State and local income taxes

     (2.6 %)      0.8     1.5

Impact of change in tax contingencies

     (4.2 %)      (7.1 %)      3.8

Foreign income tax rate differences

     (8.4 %)      (17.6 %)      (12.1 %) 

Impact of change in deferred tax asset valuation allowance

     (28.6 %)      4.7     (0.6 %) 

Domestic permanent differences & tax credits

     (57.7 %)      (7.1 %)      (10.0 %) 
  

 

 

   

 

 

   

 

 

 
     (66.5 %)      8.7     17.6
  

 

 

   

 

 

   

 

 

 

In 2015, the most significant difference between the U.S. federal statutory tax rate and our effective tax rate was the impact of domestic permanent differences and tax credits. We recognized a total income tax benefit from domestic permanent differences and tax credits of $23.0 million in 2015. Approximately $18.0 million of that benefit stems from being able to recognize a significant balance of foreign tax credits related to one of our foreign jurisdictions as a result of implementing a tax planning strategy, net of the U.S. income tax consequences. We were also able to recognize other foreign tax credits and research and development tax credits in 2015, which represented the remaining $5.0 million of tax benefit from domestic permanent differences and tax credits.

An additional significant factor impacting the income tax benefit for 2015 was the reduction of a deferred tax valuation allowance related to certain net operating loss carryforwards in one of our foreign jurisdictions. Based on implemented tax planning strategies, the net operating loss carryforwards have become fully realizable, and we realized a net tax benefit of $11.4 million related to changes in the valuation allowance.

In 2015, 2014, and 2013, a significant difference between the U.S. federal statutory tax rate and our effective tax rate was the impact of foreign tax rate differences. The statutory tax rates associated with our foreign earnings are generally lower than the statutory U.S. tax rate of 35%. The foreign tax rate differences are most significant in Germany, Canada, and the Netherlands, which have statutory tax rates of approximately 28%, 26%, and 25%, respectively. Foreign tax rate differences resulted in an income tax benefit of $3.4 million, $14.4 million, and $15.4 million in 2015, 2014, and 2013, respectively. Additionally, in 2015 and 2014, our income tax expense was reduced by $2.5 million and $2.0 million, respectively, due to a tax holiday for our operations in St. Kitts. The tax holiday in St. Kitts is scheduled to expire in 2022.

 

     December 31,  
     2015      2014  
     (In thousands)  

Components of deferred income tax balances:

     

Deferred income tax liabilities:

     

Plant, equipment, and intangibles

   $ (203,736    $ (90,413

Deferred income tax assets:

     

Postretirement, pensions, and stock compensation

     32,831         34,656   

Reserves and accruals

     44,345         44,809   

Net operating loss and tax credit carryforwards

     231,892         217,902   

Valuation allowances

     (117,071      (157,317
  

 

 

    

 

 

 
     191,997         140,050   
  

 

 

    

 

 

 

Net deferred income tax asset (liability)

   $ (11,739    $ 49,637   
  

 

 

    

 

 

 

The increase in deferred income tax liabilities during 2015 is primarily due to the acquisition of Tripwire; see further discussion in Note 3. The decrease in our deferred tax valuation allowance is primarily due to certain net operating loss carryforwards becoming fully realizable, as discussed above, as well as the impact of foreign currency translation. The deferred tax valuation allowance also decreased due to a reduction in both the

 

81


estimated amount of acquired deferred tax assets and the related valuation allowance for our 2014 acquisition of Grass Valley.

As of December 31, 2015, we had $606.6 million of net operating loss carryforwards and $85.9 million of tax credit carryforwards. Unless otherwise utilized, net operating loss carryforwards will expire upon the filing of the tax returns for the following respective years: $24.4 million in 2015, $27.1 million in 2016, $17.0 million in 2017, $27.6 million between 2018 and 2020, and $169.9 million between 2021 and 2035. Net operating losses with an indefinite carryforward period total $340.6 million. Of the $606.6 million in net operating loss carryforwards, we have determined, based on the weight of all available evidence, both positive and negative, that we will utilize $206.8 million of these net operating loss carryforwards within their respective expiration periods.

Unless otherwise utilized, tax credit carryforwards of $85.9 million will expire as follows: $27.7 million between 2018 and 2020, and $51.8 million between 2021 and 2035. Tax credit carryforwards with an indefinite carryforward period total $6.4 million. We have determined, based on the weight of all available evidence, both positive and negative, that we will utilize $83.6 million of these tax credit carryforwards within their respective expiration periods.

The following tables summarize our net operating loss carryforwards and tax credit carryforwards as of December 31, 2015 by jurisdiction:

 

     Net Operating Loss Carryforwards  
     (In thousands)  

France

   $ 244,105   

United States - various states

     202,985   

Germany

     63,576   

Netherlands

     24,583   

Japan

     24,412   

Australia

     13,027   

Other

     33,913   
  

 

 

 

Total

   $ 606,601   
  

 

 

 
     Tax Credit Carryforwards  
     (In thousands)  

United States

   $ 68,189   

Canada

     17,679   
  

 

 

 

Total

   $ 85,868   
  

 

 

 

It is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. As a result, as of December 31, 2015, we have not made a provision for U.S. or additional foreign withholding taxes on approximately $611.1 million of the undistributed earnings of foreign subsidiaries that are considered permanent in duration. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practical to estimate the amount of the deferred tax liability related to investments in these foreign subsidiaries that would be payable if we were not indefinitely reinvested.

In 2015, we recognized a net $2.8 million decrease to reserves for uncertain tax positions. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

 

82


     2015      2014  
     (In thousands)  

Balance at beginning of year

   $ 10,057       $ 18,639   

Additions based on tax positions related to the current year

     544         663   

Additions for tax positions of prior years

     638         73   

Reductions for tax positions of prior years - Settlement

     (3,765      (7,907

Reduction for tax positions of prior years - Statute of limitations

     (181      (1,411
  

 

 

    

 

 

 

Balance at end of year

   $ 7,293       $ 10,057   
  

 

 

    

 

 

 

The majority of the reductions for tax positions of prior years relates to the settlement of income tax audits in both domestic and foreign jurisdictions. The balance of $7.3 million at December 31, 2015, reflects tax positions that, if recognized, would impact our effective tax rate.

As of December 31, 2015, we believe it is reasonably possible that $2.7 million of unrecognized tax benefits will change within the next twelve months primarily attributable to the expected completion of tax audits in foreign jurisdictions.

Our practice is to recognize interest and penalties related to uncertain tax positions in interest expense and operating expenses, respectively. During 2015, we did not recognize any interest expense related to uncertain tax positions. During 2014 and 2013, we recognized approximately ($1.1) million and $1.7 million, respectively, in interest expense (reduction of interest expense). We have approximately $1.4 million and $1.7 million accrued for the payment of interest and penalties as of December 31, 2015 and 2014, respectively.

Our federal, state, and foreign income tax returns for the tax years 2010 and later remain subject to examination by the Internal Revenue Service and by various state and foreign tax authorities.

Note 15: Pension and Other Postretirement Benefits

We sponsor defined benefit pension plans and defined contribution plans that cover substantially all employees in Canada, the Netherlands, the United Kingdom, the U.S., and certain employees in Germany. Grass Valley, which was acquired in 2014, also sponsors defined benefit plans and defined contribution plans that cover substantially all employees in the U.S., as well as certain employees in France and Japan. We closed the U.S. defined benefit pension plan to new entrants effective January 1, 2010. Employees who were not active participants in the U.S. defined benefit pension plan on December 31, 2009, are not eligible to participate in the plan. Annual contributions to retirement plans equal or exceed the minimum funding requirements of applicable local regulations. The assets of the funded pension plans we sponsor are maintained in various trusts and are invested primarily in equity and fixed income securities.

Benefits provided to employees under defined contribution plans include cash contributions by the Company based on either hours worked by the employee or a percentage of the employee’s compensation. Defined contribution expense for 2015, 2014, and 2013 was $12.6 million, $11.8 million, and $11.1 million, respectively.

We sponsor unfunded postretirement medical and life insurance benefit plans for certain of our employees in Canada and the U.S. The medical benefit portion of the U.S. plan is only for employees who retired prior to 1989 as well as certain other employees who were near retirement and elected to receive certain benefits.

The following tables provide a reconciliation of the changes in the plans’ benefit obligations and fair value of assets as well as a statement of the funded status and balance sheet reporting for these plans.

 

83


     Pension Benefits     Other Benefits  
Years Ended December 31,    2015     2014     2015     2014  
     (In thousands)  

Change in benefit obligation:

        

Benefit obligation, beginning of year

   $ (300,339   $ (258,423   $ (39,169   $ (46,614

Service cost

     (5,505     (5,453     (52     (49

Interest cost

     (9,116     (10,757     (1,301     (1,647

Participant contributions

     (109     (109     (5     (7

Actuarial gain (loss)

     12,108        (28,971     1,720        4,392   

Acquisitions

     —          (25,283     —          —     

Settlements

     1,579        —          —          —     

Curtailments

     128        359        —          —     

Foreign currency exchange rate changes

     12,132        13,708        4,691        2,704   

Benefits paid

     13,917        14,590        1,803        2,052   
  

 

 

   

 

 

   

 

 

   

 

 

 

Benefit obligation, end of year

   $ (275,205   $ (300,339   $ (32,313   $ (39,169
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     Pension Benefits     Other Benefits  
Years Ended December 31,    2015     2014     2015     2014  
     (In thousands)  

Change in plan assets:

        

Fair value of plan assets, beginning of year

   $ 216,754      $ 198,367      $ —        $ —     

Actual return on plan assets

     2,569        20,223        —          —     

Employer contributions

     5,706        7,992        1,798        2,045   

Plan participant contributions

     109        109        5        7   

Acquisitions

     —          9,360        —          —     

Settlements

     (1,579     —          —          —     

Foreign currency exchange rate changes

     (5,270     (4,707     —          —     

Benefits paid

     (13,917     (14,590     (1,803     (2,052
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value of plan assets, end of year

   $ 204,372      $ 216,754      $ —        $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Funded status, end of year

   $ (70,833   $ (83,585   $ (32,313   $ (39,169

Amounts recongized in the balance sheets:

        

Prepaid benefit cost

   $ 7,219      $ 5,689      $ —        $ —     

Accrued benefit liability (current)

     (3,173     (3,628     (1,962     (2,188

Accrued benefit liability (noncurrent)

     (74,879     (85,646     (30,351     (36,981
  

 

 

   

 

 

   

 

 

   

 

 

 

Net funded status

   $ (70,833   $ (83,585   $ (32,313   $ (39,169
  

 

 

   

 

 

   

 

 

   

 

 

 

The accumulated benefit obligation for all defined benefit pension plans was $272.5 million and $296.4 million at December 31, 2015 and 2014, respectively.

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with an accumulated benefit obligation in excess of plan assets were $228.3 million, $225.4 million, and $150.2 million, respectively, as of December 31, 2015, and were $247.5 million, $243.9 million, and $158.2 million, respectively, as of December 31, 2014. The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with an accumulated benefit obligation less than plan assets were $46.9 million, $47.1 million, and $54.1 million, respectively, as of December 31, 2015, and were $52.8 million, $52.5 million, and $58.5 million, respectively, as of December 31, 2014.

The following table provides the components of net periodic benefit costs for the plans.

 

84


     Pension Benefits     Other Benefits  
Years Ended December 31,    2015     2014     2013     2015     2014     2013  
     (In thousands)  

Components of net periodic benefit cost:

            

Service cost

   $ 5,505      $ 5,453      $ 5,554      $ 52      $ 49      $ 125   

Interest cost

     9,116        10,757        9,310        1,301        1,647        1,910   

Expected return on plan assets

     (12,518     (12,468     (11,066     —          —          —     

Amortization of prior service credit

     (44     (48     (54     (87     (100     (108

Curtailment gain

     (128     (359     —          —          —          —     

Settlement loss

     128        —          —          —          —          —     

Net loss recognition

     5,082        4,154        6,388        328        315        932   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic benefit cost

   $ 7,141      $ 7,489      $ 10,132      $ 1,594      $ 1,911      $ 2,859   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table presents the assumptions used in determining the benefit obligations and the net periodic benefit cost amounts.

 

     Pension Benefits     Other Benefits  
Years Ended December 31,    2015     2014     2015     2014  

Weighted average assumptions for benefit obligations at year end:

        

Discount rate

     3.6     3.2     4.0     3.7

Salary increase

     3.5     3.3     N/A        N/A   

Weighted average assumptions for net periodic cost for the year:

        

Discount rate

     3.2     4.1     3.7     4.4

Salary increase

     3.5     3.9     N/A        N/A   

Expected return on assets

     6.7     6.7     N/A        N/A   

Assumed health care cost trend rates:

        

Health care cost trend rate assumed for next year

     N/A        N/A        5.5     5.5

Rate that the cost trend rate gradually declines to

     N/A        N/A        5.0     5.0

Year that the rate reaches the rate it is assumed to remain at

     N/A        N/A        2022        2016   

A one percentage-point change in the assumed health care cost trend rates would have the following effects on 2015 expense and year-end liabilities.

 

     1% Increase      1% Decrease  
     (In thousands)  

Effect on total of service and interest cost components

   $ 134       $ (110

Effect on postretirement benefit obligation

   $ 2,996       $ (2,484

Plan assets are invested using a total return investment approach whereby a mix of equity securities and fixed income securities are used to preserve asset values, diversify risk, and achieve our target investment return benchmark. Investment strategies and asset allocations are based on consideration of the plan liabilities, the plan’s funded status, and our financial condition. Investment performance and asset allocation are measured and monitored on an ongoing basis.

Plan assets are managed in a balanced portfolio comprised of two major components: an equity portion and a fixed income portion. The expected role of equity investments is to maximize the long-term real growth of

 

85


assets, while the role of fixed income investments is to generate current income, provide for more stable periodic returns, and provide some protection against a prolonged decline in the market value of equity investments.

Absent regulatory or statutory limitations, the target asset allocation for the investment of the assets for our ongoing pension plans is 30-40% in fixed income securities and 60-70% in equity securities and for our pension plans where the majority of the participants are in payment or terminated vested status is 75-80% in fixed income securities and 20-25% in equity securities. Equity securities include U.S. and international equity, primarily invested through investment funds. Fixed income securities include government securities and investment grade corporate bonds, primarily invested through investment funds and group insurance contracts. We develop our expected long-term rate of return assumptions based on the historical rates of returns for equity and fixed income securities of the type in which our plans invest.

The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the invested assets and future assets to be invested to provide for the benefits included in the projected benefit obligation. We use historic plan asset returns combined with current market conditions to estimate the rate of return. The expected rate of return on plan assets is a long-term assumption based on an analysis of historical and forward looking returns considering the plan’s actual and target asset mix.

The following table presents the fair values of the pension plan assets by asset category.

 

    December 31, 2015     December 31, 2014  
    Fair Market
Value at
December 31,
2015
    Quoted Prices
in Active
Markets for
Identical
Assets

(Level 1)
    Significant
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs

(Level 3)
    Fair Market
Value at
December 31,
2014
    Quoted Prices
in Active
Markets for
Identical
Assets

(Level 1)
    Significant
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs

(Level 3)
 
    (In thousands)     (In thousands)  

Asset Category:

               

Equity securities(a)

               

Large-cap fund

  $ 77,618      $ 3,266      $ 74,352      $ —        $ 82,816      $ 3,414      $ 79,402      $ —     

Mid-cap fund

    14,427        957        13,470        —          15,276        1,448        13,828        —     

Small-cap fund

    19,260        461        18,799        —          19,952        312        19,640        —     

Debt securities(b)

               

Government bond fund

    26,827        1,387        25,440        —          29,121        1,244        27,877        —     

Corporate bond fund

    24,975        3,194        21,781        —          27,485        3,815        23,670        —     

Fixed income fund(c)

    40,989        —          40,989        —          41,975        —          41,975        —     

Cash & equivalents

    276        276        —          —          129        129        —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 204,372      $ 9,541      $ 194,831      $ —        $ 216,754      $ 10,362      $ 206,392      $ —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) This category includes investments in actively managed and indexed investment funds that invest in a diversified pool of equity securities of companies located in the U.S., Canada, Western Europe and other developed countries throughout the world. The Level 1 funds are valued at fair market value obtained from quoted market prices in active markets. The Level 2 funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.
(b) This category includes investments in investment funds that invest in U.S. treasuries; other national, state and local government bonds; and corporate bonds of highly rated companies from diversified industries. The Level 1 funds are valued at fair market value obtained from quoted market prices in active markets. The Level 2 funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund.
(c) This category includes guaranteed insurance contracts.

The plans do not invest in individual securities. All investments are through well diversified investment funds. As a result, there are no significant concentrations of risk within the plan assets.

 

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The following table reflects the benefits as of December 31, 2015 expected to be paid in each of the next five years and in the aggregate for the five years thereafter from our pension and other postretirement plans as well as Medicare subsidy receipts. Because our other postretirement plans are unfunded, the anticipated benefits with respect to these plans will come from our own assets. Because our pension plans are primarily funded plans, the anticipated benefits with respect to these plans will come primarily from the trusts established for these plans.

 

                   Medicare  
     Pension      Other      Subsidy  
     Plans      Plans      Receipts  
     (In thousands)  

2016

   $ 16,173       $ 2,097       $ 87   

2017

     17,795         2,044         80   

2018

     17,886         1,970         72   

2019

     18,816         1,890         65   

2020

     17,170         1,827         57   

2021-2025

     94,434         8,569         188   
  

 

 

    

 

 

    

 

 

 

Total

   $ 182,274       $ 18,397       $ 549   
  

 

 

    

 

 

    

 

 

 

We anticipate contributing $5.2 million and $2.0 million to our pension and other postretirement plans, respectively, during 2016.

The pre-tax amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2015, the changes in these amounts during the year ended December 31, 2015, and the expected amortization of these amounts as components of net periodic benefit cost for the year ended December 31, 2016 are as follows.

 

     Pension      Other  
     Benefits      Benefits  
     (In thousands)  

Components of accumulated other comprehensive loss:

     

Net actuarial loss

   $ 51,720       $ 2,515   

Net prior service credit

     (81      (40
  

 

 

    

 

 

 
   $ 51,639       $ 2,475   
  

 

 

    

 

 

 

 

87


     Pension      Other  
     Benefits      Benefits  
     (In thousands)  

Changes in accumulated other comprehensive loss:

     

Net actuarial loss, beginning of year

   $ 61,333       $ 4,679   

Amortization cost

     (5,082      (328

Curtailment gain recognized

     128         —     

Settlement loss recognized

     (128      —     

Actuarial gain

     (12,236      (1,720

Asset loss

     9,949         —     

Currency impact

     (2,244      (116
  

 

 

    

 

 

 

Net actuarial loss, end of year

   $ 51,720       $ 2,515   
  

 

 

    

 

 

 

Prior service credit, beginning of year

   $ (94    $ (143

Amortization credit

     44         87   

Currency impact

     (31      16   
  

 

 

    

 

 

 

Prior service credit, end of year

   $ (81    $ (40
  

 

 

    

 

 

 

 

     Pension      Other  
     Benefits      Benefits  
     (In thousands)  

Expected 2016 amortization:

     

Amortization of prior service credit

   $ (43    $ (40

Amortization of net loss

     2,709         220   
  

 

 

    

 

 

 
   $ 2,666       $ 180   
  

 

 

    

 

 

 

Note 16: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

 

     Years ended December 31,  
     2015     2014     2013  
     (In thousands)  

Net income

   $ 66,180      $ 74,449      $ 103,313   

Foreign currency translation loss, net of $1.3 million, $1.8 million, and $2.2 million tax, respectively

     (20,842     (10,387     (20,720

Adjustments to pension and postretirement liability, net of $3.1 million, $3.6 million, and $14.0 million tax, respectively

     7,864        (6,463     22,104   
  

 

 

   

 

 

   

 

 

 

Total comprehensive income

     53,202        57,599        104,697   
  

 

 

   

 

 

   

 

 

 

Less: Comprehensive loss attributable to noncontrolling interest

     (46     —          —     
  

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to Belden stockholders

   $ 53,248      $ 57,599      $ 104,697   
  

 

 

   

 

 

   

 

 

 

The accumulated balances related to each component of other comprehensive income (loss), net of tax, are as follows:

 

88


     Foreign Currency
Translation
Component
    Pension and Other
Postretirement
Benefit Plans
    Accumulated
Other Comprehensive
Income (Loss)
 
     (In thousands)  

Balance at December 31, 2013

   $ 7,796      $ (36,977   $ (29,181

Other comprehensive loss before reclassifications

     (10,387     (9,120     (19,507

Amounts reclassified from accumulated other comprehensive income (loss)

     —          2,657        2,657   
  

 

 

   

 

 

   

 

 

 

Net current period other comprehensive loss

     (10,387     (6,463     (16,850
  

 

 

   

 

 

   

 

 

 

Balance at December 31, 2014

     (2,591     (43,440     (46,031
  

 

 

   

 

 

   

 

 

 

Other comprehensive loss attributable to Belden stockholders before reclassifications

     (20,820     4,434        (16,386

Amounts reclassified from accumulated other comprehensive income (loss)

     —          3,430        3,430   
  

 

 

   

 

 

   

 

 

 

Net current period other comprehensive loss attributable to Belden stockholders

     (20,820     7,864        (12,956
  

 

 

   

 

 

   

 

 

 

Balance at December 31, 2015

   $ (23,411   $ (35,576   $ (58,987
  

 

 

   

 

 

   

 

 

 

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss):

 

     Amount Reclassified from
Accumulated Other
Comprehensive Income
(Loss)
    Affected Line Item in the
Consolidated Statements
of Operations and
Comprehensive Income
 
     (In thousands)        

Amortization of pension and other postretirement benefit plan items:

    

Actuarial losses

   $ 5,410        (1

Prior service credit

     (131     (1
  

 

 

   

Total before tax

     5,279     

Tax benefit

     (1,849  
  

 

 

   

Total net of tax

   $ 3,430     
  

 

 

   

 

(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 15).

Note 17: Share-Based Compensation

Compensation cost charged against income, primarily selling, general and administrative expense, and the income tax benefit recognized for our share-based compensation arrangements is included below:

 

     Years Ended December 31,  
     2015      2014      2013  
     (In thousands)  

Total share-based compensation cost

   $ 17,745       $ 18,858       $ 14,854   

Income tax benefit

     6,867         7,334         5,777   

 

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We currently have outstanding stock appreciation rights (SARs), stock options, restricted stock units with service vesting conditions, restricted stock units with performance vesting conditions, and restricted stock units with market conditions. We grant SARs and stock options with an exercise price equal to the closing market price of our common stock on the grant date. Generally, SARs and stock options may be converted into shares of our common stock in equal amounts on each of the first three anniversaries of the grant date and expire 10 years from the grant date. Certain awards provide for accelerated vesting in certain circumstances, including following a change in control of the Company. Restricted stock units with service conditions generally vest 3-5 years from the grant date. Restricted stock units issued based on the attainment of the performance conditions generally vest as follows: 1) 50% on the second anniversary of their grant date and 50% on the third anniversary, or 2) 100% on the third anniversary of their grant date. Restricted stock units issued based on the attainment of market conditions generally vest on the third anniversary of their grant date.

We recognize compensation cost for all awards based on their fair values. The fair values for SARs and stock options are estimated on the grant date using the Black-Scholes-Merton option-pricing formula which incorporates the assumptions noted in the following table. Expected volatility is based on historical volatility, and expected term is based on historical exercise patterns of option holders. The fair value of restricted stock units with service vesting conditions or performance vesting conditions is the closing market price of our common stock on the date of grant. We estimate the fair value of certain restricted stock units with market conditions using a Monte Carlo simulation valuation model with the assistance of a third party valuation firm. Compensation costs for awards with service conditions are amortized to expense using the straight-line method. Compensation costs for awards with performance conditions and graded vesting are amortized to expense using the graded attribution method.

 

     Years Ended December 31,  
     2015     2014     2013  
     (In thousands, except weighted average fair
value and assumptions)
 

Weighted-average fair value of SARs and options granted

   $ 31.22      $ 35.46      $ 24.63   

Total intrinsic value of SARs converted and options exercised

     14,697        24,023        47,058   

Cash received for options exercised

     30        48        14,030   

Tax benefit related to share-based compensation

     5,050        6,859        10,734   

Weighted-average fair value of restricted stock shares and units granted

     96.52        72.46        50.38   

Total fair value of restricted stock shares and units vested

     7,696        7,888        9,032   

Expected volatility

     35.66     52.63     53.94

Expected term (in years)

     5.7        5.8        6.1   

Risk-free rate

     1.59     1.79     1.04

Dividend yield

     0.22     0.28     0.40

 

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     SARs and Stock Options     Restricted Shares and Units  
     Number     Weighted-
Average
Exercise
Price
     Weighted-
Average
Remaining
Contractual
Term
     Aggregate
Intrinsic
Value
    Number     Weighted-
Average
Grant-Date
Fair Value
 
     (In thousands, except exercise prices, fair values, and contractual terms)  

Outstanding at January 1, 2015

     1,305      $ 44.60              493      $ 54.76   

Granted

     236        88.79              183        96.52   

Exercised or converted

     (320     40.03              (178     43.11   

Forfeited or expired

     (32     73.60              (34     70.99   
  

 

 

   

 

 

         

 

 

   

 

 

 

Outstanding at December 31, 2015

     1,189      $ 53.80         7.0       $ (7,280     464      $ 74.50   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Vested or expected to vest at December 31, 2015

     1,169      $ 53.51         7.0       $ (6,811    

Exercisable or convertible at December 31, 2015

     730        41.06         6.0         4,831       

At December 31, 2015, the total unrecognized compensation cost related to all nonvested awards was $22.6 million. That cost is expected to be recognized over a weighted-average period of 1.8 years.

Historically, we have issued treasury shares, if available, to satisfy award conversions and exercises.

Note 18: Stockholder Rights Plan

Under our Stockholder Rights Plan, each share of our common stock generally has “attached” to it one preferred share purchase right. Each right, when exercisable, entitles the holder to purchase 1/1000th of a share of our Junior Participating Preferred Stock Series A at a purchase price of $150.00 (subject to adjustment). Each 1/1000th of a share of Series A Junior Participating Preferred Stock will be substantially equivalent to one share of our common stock and will be entitled to one vote, voting together with the shares of common stock.

The rights will become exercisable only if, without the prior approval of the Board of Directors, a person or group of persons acquires or announces the intention to acquire 20% or more of our common stock. If we are acquired through a merger or other business combination transaction, each right will entitle the holder to purchase $300.00 worth of the surviving company’s common stock for $150.00 (subject to adjustment). In addition, if a person or group of persons acquires 20% or more of our common stock, each right not owned by the 20% or greater shareholder would permit the holder to purchase $300.00 worth of our common stock for $150.00 (subject to adjustment). The rights are redeemable, at our option, at $0.01 per right at any time prior to an announcement of a beneficial owner of 20% or more of our common stock then outstanding. The rights expire on December 9, 2016.

Note 19: Share Repurchases

In July 2011, our Board of Directors authorized a share repurchase program, which allowed us to purchase up to $150.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. In November 2012, our Board of Directors authorized an extension of the share repurchase program, which allowed us to purchase up to an additional $200.0 million of our common stock. This program was funded by cash on hand and cash flows from operating activities. The program did not have an expiration date and could have been suspended at any time at the discretion of the Company.

From inception of the program to December 31, 2015, we repurchased 7.4 million shares of our common stock under the program for an aggregate cost of $350.0 million and an average price of $47.43. In 2015, we repurchased 0.7 million shares of our common stock under the share repurchase program for an aggregate cost of $39.1 million and an average price per share of $55.95. The repurchase activities in 2015 utilized all remaining authorized amounts under the share repurchase program. In 2014, we repurchased 1.3 million

 

91


shares of our common stock under the program for an aggregate cost of $92.2 million and an average price of $73.06 per share. In 2013, we repurchased 1.7 million shares of our common stock under the program for an aggregate cost of $93.8 million and an average price of $54.76 per share.

Note 20: Operating Leases

Operating lease expense incurred primarily for manufacturing and office space, machinery, and equipment was $40.6 million, $32.8 million, and $26.5 million in 2015, 2014, and 2013, respectively.

Minimum annual lease payments for noncancelable operating leases in effect at December 31, 2015 are as follows (in thousands):

 

2016

   $ 24,331   

2017

     17,270   

2018

     13,580   

2019

     10,845   

2020

     8,490   

Thereafter

     18,958   
  

 

 

 
   $ 93,474   
  

 

 

 

Certain of our operating leases include step rent provisions and rent escalations. We include these step rent provisions and rent escalations in our minimum lease payments obligations and recognize them as a component of rental expense on a straight-line basis over the minimum lease term.

Note 21: Market Concentrations and Risks

Concentrations of Credit

We sell our products to many customers in several markets across multiple geographic areas. The ten largest customers, of which five are distributors, constitute in aggregate approximately 33%, 33%, and 36% of revenues in 2015, 2014, and 2013, respectively.

Unconditional Commodity Purchase Obligations

At December 31, 2015, we were committed to purchase approximately 2.4 million pounds of copper at an aggregate fixed cost of $5.6 million. At December 31, 2015, this fixed cost was $0.4 million more than the market cost that would be incurred on a spot purchase of the same amount of copper. The aggregate market cost was based on the current market price of copper obtained from the New York Mercantile Exchange. In addition, at December 31, 2015, we were committed to purchase 0.5 million pounds of aluminum at an aggregate fixed cost of $0.4 million. At December 31, 2015, this fixed cost approximated the market cost that would be incurred on a spot purchase of the same amount of aluminum. These commitments will mature in 2016 and early 2017.

Labor

Approximately 22% of our labor force is covered by collective bargaining agreements at various locations around the world. Approximately 19% of our labor force is covered by collective bargaining agreements that we expect to renegotiate during 2016.

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, and

 

92


debt instruments. The carrying amounts of cash and cash equivalents, trade receivables, and trade payables at December 31, 2015 are considered representative of their respective fair values. The carrying amount of our debt instruments at December 31, 2015 and 2014 was $1,753.0 million and $1,767.9 million, respectively. The fair value of our senior subordinated notes at December 31, 2015 and 2014 was approximately $1,416.6 million and $1,529.4 million, respectively, based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $1,459.1 million and $1,521.5 million as of December 31, 2015 and 2014, respectively. We believe the fair value of our Term Loan and the balance outstanding under our Revolver approximate book value.

Note 22: Contingent Liabilities

General

Various claims are asserted against us in the ordinary course of business including those pertaining to income tax examinations, product liability, customer, employment, vendor, and patent matters. Based on facts currently available, management believes that the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, operating results, or cash flow.

Letters of Credit, Guarantees and Bonds

At December 31, 2015, we were party to unused standby letters of credit, bank guarantees, and surety bonds totaling $8.2 million, $3.0 million, and $2.4 million, respectively. These commitments are generally issued to secure obligations we have for a variety of commercial reasons, such as workers compensation self-insurance programs in several states and the importation and exportation of product.

Note 23: Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

 

     Years Ended December 31,  
     2015      2014      2013  
     (In thousands)  

Income tax refunds received

   $ 4,068       $ 12,681       $ 11,165   

Income taxes paid

     (24,960      (25,308      (79,778

Interest paid, net of amount capitalized

     (91,496      (70,915      (60,340

 

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Note 24: Quarterly Operating Results (Unaudited)

 

2015    1st     2nd     3rd     4th     Year  
     (In thousands, except days and per share amounts)  

Number of days in quarter

     88        91        91        95        365   

Revenues

   $ 546,957      $ 585,755      $ 579,266      $ 597,244      $ 2,309,222   

Gross profit

     207,649        234,276        226,131        250,117        918,173   

Operating income

     4,898        44,143        34,502        57,010        140,553   

Income (loss) from continuing operations

     (19,636     21,677        14,811        49,656        66,508   

Loss from discontinued operations, net of tax

     —          —          (242     —          (242

Loss from disposal of discontinued operations, net of tax

     —          (86     —          —          (86

Less: Net loss attributable to noncontrolling interest

     —          —          —          (24     (24

Net income (loss) attributable to Belden stockholders

     (19,636     21,591        14,569        49,680        66,204   

Basic income (loss) per share attributable to Belden stockholders:

          

Continuing operations

   $ (0.46   $ 0.51      $ 0.35      $ 1.18      $ 1.57   

Discontinued operations

     —          —          (0.01     —          (0.01

Disposal of discontinued operations

     —          —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ (0.46   $ 0.51      $ 0.34      $ 1.18      $ 1.56   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted income (loss) per share attributable to Belden stockholders:

          

Continuing operations

   $ (0.46   $ 0.50      $ 0.35      $ 1.17      $ 1.55   

Discontinued operations

     —          —          (0.01     —          (0.01

Disposal of discontinued operations

     —          —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ (0.46   $ 0.50      $ 0.34      $ 1.17      $ 1.54   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
2014    1st     2nd     3rd     4th     Year  
     (In thousands, except days and per share amounts)  

Number of days in quarter

     89        91        91        94        365   

Revenues

   $ 487,690      $ 600,891      $ 610,774      $ 608,910      $ 2,308,265   

Gross profit

     175,717        204,385        221,732        217,615        819,449   

Operating income

     49,511        12,326        58,011        43,271        163,119   

Income from continuing operations

     25,156        15        33,847        15,414        74,432   

Income from discontinued operations, net of tax

     —          —          —          579        579   

Loss from disposal of discontinued operations, net of tax

     (562     —          —          —          (562

Net income attributable to Belden stockholders

     24,594        15        33,847        15,993        74,449   

Basic income (loss) per share attributable to Belden stockholders:

          

Continuing operations

   $ 0.58      $ —        $ 0.78      $ 0.36      $ 1.72   

Discontinued operations

     —          —          —          0.01        0.01   

Disposal of discontinued operations

     (0.01     —          —          —          (0.01
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 0.57      $ —        $ 0.78      $ 0.37      $ 1.72   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted income (loss) per share attributable to Belden stockholders:

          

Continuing operations

   $ 0.57      $ —        $ 0.77      $ 0.35      $ 1.69   

Discontinued operations

     —          —          —          0.01        0.01   

Disposal of discontinued operations

     (0.01     —          —          —          (0.01
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 0.56      $ —        $ 0.77      $ 0.36      $ 1.69   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Included in the first, second, third, and fourth quarters of 2015 are severance, restructuring, and integration costs of $14.6 million, $4.9 million, $14.1 million, and $13.6 million, respectively. In addition, the first quarter of 2015 includes $9.2 million of compensation expense related to the accelerated vesting of acquiree stock based compensation awards related to our acquisition of Tripwire.

Included in the first, second, third, and fourth quarters of 2014 are severance, restructuring, and integration costs of $1.4 million, $38.2 million, $9.2 million, and $22.0 million, respectively. The second quarter of 2014 also includes $7.4 million of purchase accounting effects related to acquisitions, primarily the adjustment of acquired inventory to fair value.

 

94


Note 25: Subsequent Events

On January 7, 2016, we acquired 100% of the outstanding shares of M2FX Limited (M2FX), a leading manufacturer of fiber optic cable and fiber protection solutions. M2FX’s fiber based solutions will enhance the product portfolio of our broadband connectivity business. The initial cash paid for M2FX was approximately $16 million. The purchase price remains preliminary in nature and subject to additional consideration of up to $9 million.

We are in the preliminary phase of the purchase accounting process, including obtaining third party valuations of certain tangible and intangible assets acquired. As such, the purchase accounting process is incomplete and we cannot provide the required disclosures of the estimated fair value of the assets and liabilities acquired for this business combination. We do not expect the M2FX acquisition to be material to our financial position or results of operations.

 

95