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Acquisitions | 12 Months Ended
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Dec. 31, 2014
Business Combinations [Abstract] |
Acquisitions | Note 3: Acquisitions 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).
Cash |  | $ | 2,517 |
Receivables |  |  | 5,559 |
Inventories |  |  | 3,624 |
Other current assets |  |  | 240 |
Property, plant and equipment |  |  | 1,076 |
Goodwill |  |  | 56,193 |
Intangible assets |  |  | 40,800 |
Other non-current assets |  |  | 622 |
Total assets |  | $ | 110,631 |
Accounts payable |  | $ | 2,851 |
Accrued liabilities |  |  | 2,545 |
Other non-current liabilities |  |  | 1,132 |
Total liabilities |  | $ | 6,528 |
Net assets |  | $ | 104,103 |
The above purchase price allocation is preliminary and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. We are in the process of ensuring our accounting policies are applied at ProSoft. The preliminary measurement of receivables; inventories; property, plant and equipment; goodwill; deferred income taxes; and other assets and liabilities are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill. The fair value of acquired receivables is $5.6 million, with a gross contractual amount of $6.2 million. We do not expect to collect $0.6 million of the acquired receivables. 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. For purposes of the above allocation, 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 $56.2 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:
|  | 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 |  |  | 56,193 |  |  |  |  |
Total intangible assets not subject to amortization |  |  | 56,193 |  |  |  |  |
Total intangible assets |  | $ | 96,993 |  |  |  |  |
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 revenues and income (loss) from continuing operations before taxes for the twelve months ended December 31, 2014 included $31.7 million and $(2.5) million, respectively, from ProSoft. Included in our income from continuing operations before taxes for the twelve months ended December 31, 2014 are $1.4 million of cost of sales related to the adjustment of inventory to fair value and $2.4 million of amortization of intangible assets. 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).
Cash |  | $ | 9,441 |
Receivables |  |  | 68,766 |
Inventories |  |  | 19,984 |
Deferred taxes |  |  | 1,355 |
Other current assets |  |  | 4,172 |
Property, plant and equipment |  |  | 22,661 |
Goodwill |  |  | 119,589 |
Intangible assets |  |  | 95,500 |
Other non-current assets |  |  | 17,108 |
Total assets |  | $ | 358,576 |
Accounts payable |  | $ | 51,276 |
Accrued liabilities |  |  | 57,374 |
Deferred revenue |  |  | 14,000 |
Postretirement benefits |  |  | 16,538 |
Other non-current liabilities |  |  | 1,199 |
Total liabilities |  | $ | 140,387 |
Net assets |  | $ | 218,189 |
The above purchase price allocation is preliminary, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. We are in the process of ensuring our accounting policies are applied at Grass Valley. The preliminary measurement of receivables; inventories; property, plant and equipment; goodwill; deferred income taxes; and other assets and liabilities are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill. The fair value of acquired receivables is $68.8 million, with a gross contractual amount of $77.9 million. We do not expect to collect $9.1 million of the acquired receivables. 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. For purposes of the above allocation, 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 based our estimate of the fair value for the acquired property, plant and equipment 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 (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 $119.6 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:
|  | 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 |  |  | 119,589 |  |  |  |  |
Trademarks |  |  | 22,000 |  |  |  |  |
In-process research and development |  |  | 8,000 |  |  |  |  |
Total intangible assets not subject to amortization |  |  | 149,589 |  |  |  |  |
Total intangible assets |  | $ | 215,089 |  |  |  |  |
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 revenues and income (loss) from continuing operations before taxes for the twelve months ended December 31, 2014 included $196.2 million and $(58.5) million, respectively, from Grass Valley. Included in our income from continuing operations before taxes for the twelve months ended December 31, 2014 are $6.9 million of cost of sales related to the adjustment of inventory to fair value and $8.6 million of amortization of intangible assets. We also recognized certain severance, restructuring, and acquisition integration costs in the twelve months ended December 31, 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.
|  | Year 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 |  | $ | 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. PPC Broadband, Inc. We acquired 100% of the outstanding shares of PPC Broadband, Inc. (PPC) in exchange for cash of $522.4 million on December 10, 2012. PPC is a leading manufacturer and developer of advanced connectivity technologies for the broadband market and expands our solution offerings in the broadband end-market. PPC is headquartered in Syracuse, New York. PPC’s strong brands and technology enhance our portfolio of broadband products. The results of PPC have been included in our Consolidated Financial Statements from December 10, 2012, 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 December 10, 2012 (in thousands).
Cash |  | $ | 6,874 |
Receivables |  |  | 26,612 |
Inventories |  |  | 45,465 |
Other current assets |  |  | 868 |
Property, plant and equipment |  |  | 26,856 |
Goodwill |  |  | 277,091 |
Intangible assets |  |  | 164,500 |
Other non-current assets |  |  | 1,308 |
Total assets |  | $ | 549,574 |
Accounts payable |  | $ | 22,499 |
Accrued liabilities |  |  | 4,104 |
Other long-term liabilities |  |  | 579 |
Total liabilities |  | $ | 27,182 |
Net assets |  | $ | 522,392 |
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 fair value of acquired receivables is $26.6 million, with a gross contractual amount of $27.7 million. We do not expect to collect $1.1 million of the acquired receivables. For purposes of the above allocation, 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 based our estimate of the fair value for the acquired property, plant and equipment 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. 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 PPC acquisition primarily consist of cost savings from the ability to consolidate existing and acquired operating facilities and other support functions. Our tax basis in the acquired goodwill is $277.1 million. The goodwill balance we recorded is deductible for tax purposes up to the amount of the tax basis. Intangible assets related to the PPC acquisition consisted of the following:
|  | Fair Value |  |  | Amortization Period |
|  | (In thousands) |  |  | (In years) |
Intangible assets subject to amortization: |  |  |  |  |  |  |  |
Developed technologies |  | $ | 76,000 |  |  |  | 5.0 |
Customer relationships |  |  | 55,000 |  |  |  | 20.0 |
Backlog |  |  | 1,500 |  |  |  | 0.5 |
Total intangible assets subject to amortization |  |  | 132,500 |  |  |  |  |
Intangible assets not subject to amortization: |  |  |  |  |  |  |  |
Goodwill |  |  | 277,091 |  |  |  |  |
In-process research and development |  |  | 5,000 |  |  |  |  |
Trademarks |  |  | 27,000 |  |  |  |  |
Total intangible assets not subject to amortization |  |  | 309,091 |  |  |  |  |
Total intangible assets |  | $ | 441,591 |  |  |  |  |
Weighted average amortization period |  |  |  |  |  |  | 11.2 |
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. 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. Miranda Technologies Inc. We acquired 97.37% of the shares of Miranda Technologies Inc. (Miranda) for cash of $364.8 million on July 27, 2012, and we acquired the remaining 2.63% of shares of Miranda for cash of $9.9 million on July 30, 2012. Miranda is a leading provider of hardware and software solutions for the broadcast infrastructure industry and expands our solution offerings in the broadcast end-market. Miranda is headquartered in Montreal, Quebec, Canada. Miranda’s strong brands and technology enhance our portfolio of broadcast products. The results of Miranda have been included in our Consolidated Financial Statements from July 27, 2012, and are reported within the Broadcast segment. The impact of the noncontrolling interest from July 27, 2012 to July 30, 2012 was not material to our financial position or results of operations. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of July 27, 2012 (in thousands).
Cash |  | $ | 33,324 |
Receivables |  |  | 27,592 |
Inventories |  |  | 31,109 |
Other current assets |  |  | 1,924 |
Property, plant and equipment |  |  | 23,930 |
Goodwill |  |  | 161,206 |
Intangible assets |  |  | 159,991 |
Total assets |  | $ | 439,076 |
Accounts payable |  | $ | 23,917 |
Accrued liabilities |  |  | 5,730 |
Current deferred tax liabilities |  |  | 844 |
Other long-term liabilities |  |  | 8,699 |
Non-current deferred tax liabilities |  |  | 25,207 |
Total liabilities |  | $ | 64,397 |
Net assets |  | $ | 374,679 |
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 fair value of acquired receivables is $27.6 million, with a gross contractual amount of $28.3 million. We do not expect to collect $0.7 million of the acquired receivables. For purposes of the above allocation, 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 based our estimate of the fair value for the acquired property, plant and equipment 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. 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 primary expected synergy for the Miranda acquisition is due to expanded access to the broadcast market, which we expect will generate significant opportunities to sell our existing product lines to Miranda’s existing customers. None of the goodwill related to the Miranda acquisition is deductible for tax purposes. Intangible assets related to the acquisition consisted of the following:
|  |  |  |  | Amortization |
|  | Fair Value |  |  | Period |
|  | (In thousands) |  |  | (In years) |
Intangible assets subject to amortization: |  |  |  |  |  |  |  |
Developed technologies |  | $ | 69,132 |  |  |  | 4.0 |
Customer relationships |  |  | 44,442 |  |  |  | 20.0 |
Backlog |  |  | 3,950 |  |  |  | 1.0 |
Total intangible assets subject to amortization |  |  | 117,524 |  |  |  |  |
Intangible assets not subject to amortization: |  |  |  |  |  |  |  |
Goodwill |  |  | 161,206 |  |  |  |  |
Trademarks |  |  | 35,554 |  |  |  |  |
In-process research and development |  |  | 6,913 |  |  |  |  |
Total intangible assets not subject to amortization |  |  | 203,673 |  |  |  |  |
Total intangible assets |  | $ | 321,197 |  |  |  |  |
Weighted average amortization period |  |  |  |  |  |  | 9.9 |
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. 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. Pro forma – Miranda and PPC The following table illustrates the unaudited pro forma effect on operating results as if the Miranda and PPC acquisitions had been completed as of January 1, 2011.
|  | Year Ended |
|  | December 31, 2012 |
|  | (In thousands, except per share data) |
|  | (Unaudited) |
Revenues |  | $ | 2,163,302 |
Income from continuing operations |  |  | 78,827 |
Diluted income per share from continuing operations |  | $ | 1.72 |
For purposes of the unaudited pro forma disclosures, the year ended December 31, 2012 reflects interest expense from the term loan borrowed to finance the acquisition of Miranda and from the borrowings under our senior secured credit facility to finance the acquisition of PPC. 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 acquisitions 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 acquisitions.

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