Belden (BDC) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

VIA HOLDINGS I, INC.

Condensed Consolidated Financial Statements

September 30, 2014 and December 31, 2013

VIA HOLDINGS I, INC.

Table of Contents

	Page(s)
Condensed Consolidated Balance Sheets – September 30, 2014 and December 31, 2013 (unaudited)		1
Condensed Consolidated Statements of Operations –Nine-month periods ended September 30, 2014 and 2013 (unaudited)		2
Condensed Consolidated Statements of Cash Flows –Nine-month periods ended September 30, 2014 and 2013 (unaudited)		3
Notes to Condensed Consolidated Financial Statements (unaudited)		4–12

VIA HOLDINGS I, INC.

Condensed Consolidated Balance Sheets

September 30, 2014 and December 31, 2013

(Dollars and share amounts in thousands)

	2014			2013
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	29,661			19,632
Accounts receivable, net		29,854			32,903
Deferred tax assets, net		13,848			13,876
Other current assets		4,368			3,976
Total current assets		77,731			70,387
Property and equipment, net		6,647			6,190
Other assets		2,888			3,637
Intangible assets, net		64,170			83,031
Goodwill		150,621			150,621
Total assets	$	302,057			313,866
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,273			2,356
Accrued payroll expenses		6,695			5,605
Deferred revenue		49,432			47,373
Holdback liability		—			7,817
Current portion of long term debt		1,650			825
Other current liabilities		2,270			2,497
Total current liabilities		62,320			66,473
Long-term debt, net of current portion		162,738			163,975
Long-term deferred revenue		6,848			6,624
Long-term deferred tax liability		880			2,895
Stock compensation liability		8,274			2,709
Other long-term liabilities		241			150
Total liabilities		241,301			242,826
Stockholders’ equity:
Class A common, $0.001 par value. Aggregate liquidation preference over Class B common of $101,300 and $101,961, at September 30, 2014, and December 31, 2013, respectively; 200 shares authorized; 101 and 102 shares issued and outstanding at September 30, 2014 and December 31, 2013		—			—
Class B common, $0.001 par value. 105,000 shares and 102,000 shares authorized; 95,002 shares and 95,154 shares issued and outstanding at September 30, 2014 and December 31, 2013		95			95
Additional paid-in capital		108,503			108,054
Accumulated deficit		(47,842	)		(37,109	)
Total stockholders’ equity		60,756			71,040
Total liabilities and stockholders’ equity	$	302,057			313,866

See accompanying notes to condensed consolidated financial statements.

VIA HOLDINGS I, INC.

Condensed Consolidated Statements of Operations

Nine-month periods ended September 30, 2014 and 2013

(Dollars in thousands)

(Unaudited)

	2014			2013
Revenues:
Software licenses	$	43,282			34,692
Maintenance and professional services		60,456			48,833
Total revenue		103,738			83,525
Cost of revenue:
Software licenses		6,174			5,931
Maintenance and professional services		12,340			10,606
Total cost of revenues		18,514			16,537
Gross profit		85,224			66,988
Operating expenses:
Research and development		22,006			18,082
Sales and marketing		50,016			42,625
General and administrative		15,365			8,505
Acquisition and restructuring costs		—			9,377
Total operating expenses		87,387			78,589
Loss from operations		(2,163	)		(11,601	)
Interest expense, net		(9,526	)		(8,584	)
Other income (expense), net		(146	)		(234	)
Loss before income taxes		(11,835	)		(20,419	)
Income tax benefit		1,256			7,205
Net loss	$	(10,579	)		(13,214	)

See accompanying notes to condensed consolidated financial statements.

2

VIA HOLDINGS I, INC.

Condensed Consolidated Statements of Cash Flows

Nine-month periods ended September 30, 2014 and 2013

(Dollars in thousands)

(Unaudited)

	2014			2013
Cash flows from operating activities:
Net loss	$	(10,579	)		(13,214	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		21,906			19,874
Amortization of loan fees		654			541
Recovery of bad debts		(1	)		(95	)
Stock-based compensation and incentive stock compensation		7,930			893
Deferred tax benefit		(1,915	)		(7,712	)
Loss on disposal of property and equipment		6			31
Other noncash items		—			113
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable		3,049			(2,621	)
Other current assets		(295	)		(450	)
Accounts payable		(83	)		119
Deferred revenue		2,283			2,707
Accrued payroll expenses		1,090			648
Other current liabilities		(208	)		(192	)
Net cash provided by operating activities		23,837			642
Cash flows from investing activities:
Acquisition of nCircle Inc., net of cash acquired of $5,087		—			(87,118	)
Holdback payment associated with acquisition of nCircle Inc.		(7,817	)		—
Purchases of property and equipment		(3,509	)		(2,921	)
Net cash used in investing activities		(11,326	)		(90,039	)
Cash flows from financing activities:
Proceeds from issuance of Class A Common stock		—			615
Proceeds from issuance of Class B Common stock		9			7
Proceeds from issuance of liability classified Class B Common stock		—			89
Repurchase of Class A and B Common stock		(1,978	)		(245	)
Repurchase of liability classified Class B Common stock		(100	)		(46	)
Payment of loan origination costs		—			(2,425	)
Payment of loan principal		(413	)		(200	)
Proceeds from long-term debt		—			85,000
Net cash (used in) provided by financing activities		(2,482	)		82,795
Increase (decrease) in cash and cash equivalents		10,029			(6,602	)
Cash and cash equivalents at beginning of period		19,632			18,864
Cash and cash equivalents at end of period	$	29,661			12,262

See accompanying notes to condensed consolidated financial statements.

3

VIA Holdings I, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and December 31, 2013

(Unaudited)

(1) Basis of Presentation and Summary of Significant Accounting Policies

(a) Description of the Company

VIA Holdings I. Inc. (also referred to herein as Holdings) is a Delaware corporation that owns 100% of the issued and outstanding capital stock of VIA Holdings II, Inc., a Delaware corporation. Holdings was incorporated on April 28, 2011 and has no significant assets or operations other than its ownership of VIA Holdings II, Inc. unless the context otherwise requires, Company herein refers to Holdings and its consolidated subsidiaries. The Company provides IT security and compliance automation software solutions through its Tripwire, Inc. subsidiary that help protect physical and virtual IT infrastructure. The Company is headquartered in Portland, Oregon with sales, local support and/or research & development offices located in California, Georgia, Massachusetts, Canada, the United Kingdom and Japan.

(b) Condensed Consolidated Financial Statements

The condensed consolidated financial statements include the accounts of VIA Holdings I, Inc. and its wholly owned subsidiaries, VIA Holdings II, Inc. and Tripwire, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

(c) Use of Estimates

Holdings has adhered to the accounting policies set forth in its issued financial statements for the year ended December 31, 2013 in preparing the accompanying interim condensed consolidated financial statements. The preparation of these statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. Significant items subject to such estimates and assumptions include revenue recognition, stock-based compensation expense and stock-based compensation liabilities, valuation of accounts receivable, the valuation of deferred tax assets and liabilities, and the valuation of certain assets arising out of purchase accounting, as they require a higher degree of judgment in their application. Actual results could differ from those estimates. Additionally, the accompanying financial data as of September 30, 2014 and for the nine months ended September 30, 2014 and 2013 has been prepared by the Company, without audit, pursuant to the rules and regulations of the American Institute of Certified Public Accountants (“AICPA”) and Financial Accounting Standards Board (“FASB”) ASC Topic 270,Interim Financial Reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in the Company’s issued financial statements for the year ended December 31, 2013.

4

VIA Holdings I, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and December 31, 2013

(Unaudited)

(d) Revenue Recognition and Deferred Revenue

The Company recognizes revenue according to the provisions of the FASB’s guidance on software revenue recognition. Revenue is reported net of taxes collected and remitted to government authorities.

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 andvendor-specific objective evidence (VSOE) of the fair value of undelivered elements exists. As substantially all of the software licenses are sold inmultiple-element arrangements that include either maintenance or both maintenance and professional services, the Company uses the residual method to determine the amount of 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 license revenue. The Company has established VSOE of the fair value of maintenance,subscription-based software licenses and remote ongoing operational services based on contractually stated renewal rates, provided such rates are substantive. Maintenance renewal rates demonstrate a consistent relationship of maintenance price as a percentage of the license fee. Subscription and remote ongoing operational services are discounted consistently relative to order size. VSOE of the fair value of professional services is established based on daily rates when sold on astand-alone basis.

Software license revenue is generally recognized upon delivery of the software if all revenue recognition criteria are met. Estimated sales returns and allowances are recorded upon shipment of the product. The Company generally accepts returns within 90 days of original sale. The allowance for sales returns was $0.1 million at September 30, 2014 and December 31, 2013.

In addition to direct sales, the Company sells its products through distributors and resellers. The Company recognizes revenue upon sale from the distributor to the end user in these arrangements.

Revenue allocated to support services under our maintenance contracts, which gives the subscriber the rights to obtain unspecified updates and enhancements on awhen-and-if-available basis, as well assubscription-based software and remote ongoing operational services, is paid in advance and is recognized ratably over the term of the service. Professional services generally consist of installation and training services and are not essential to the functionality of the software. Revenue allocated to professional services, including remote implementation services, is recognized as the services are performed.

Deferred revenue consists of amounts received or receivable from customers for maintenance,subscription-based software and professional services for which the earnings process is incomplete.

The Company experiences seasonal variability in revenue and the results for the nine-month period ending September 30, 2014 and 2013 should not be considered indicative of the results for the full fiscal year.

5

VIA Holdings I, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and December 31, 2013

(Unaudited)

(2) Concentrations of Credit Risk and Business Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivable. The Company holds its cash and cash equivalents with high credit quality financial institutions. The Company’s cash balances with these financial institutions often exceed deposit insurance limits. Accounts receivables are with customers in many industries dispersed across a wide geographic base. Credit losses, when realized, have been within the range of management’s expectations.

Two distributors each accounted for 10% of consolidated revenue for the period ending September 30, 2014. One distributor accounted for 10% of consolidated revenue for the period ending September 30, 2013. One customer accounted for 23% of total accounts receivable at September 30, 2014 and no customers accounted for more than 10% of total accounts receivable at December 31, 2013.

The majority of the Company’s revenue is derived from sales of the Tripwire Enterprise product and related services, and the Company expects this to continue for the foreseeable future. As a result, the Company expects that its revenue and operating results will continue to depend significantly on demand for the Tripwire Enterprise product. Demand for the Tripwire Enterprise product is affected by a number of factors, some of which are beyond the Company’s control, including the timing of development and release of new products by the Company and its competitors, technological change, growth in the worldwide IT Market, Company performance and other risks and opportunities. If the Company is unable to generate and respond to demand for its products or create products that meet changing customer needs, its consolidated financial condition, results of operations and liquidity could be adversely affected.

(3) Acquisition

On April 2, 2013, pursuant to an agreement and plan of merger (the Merger), the Company acquired nCircle Network Securities, Inc. (nCircle) (through its wholly owned merger subsidiary, Tripwire Merger Sub, Inc.) in exchange for an aggregate purchase price of $100 million, less the amount of certain of nCircle’s transaction expenses and retention bonuses, plus the amount of estimated cash on hand. The Company acquired nCircle for their agentlessvulnerability-assessment and configuration management technology and customer relationships. In connection with the Merger, the nCircle’s existing common stockholders received a portion of the merger consideration equal to $0.82 per common share, less a pro rata portion of the holdback amounts to be distributed 15 months after the merger date, subject to the terms of the Merger agreement. nCircle’s preferred stockholders received a portion of the merger consideration varying from $2.09 to $161.62 per share, depending on the class of preferred stock held, less a pro rata portion of the holdback amounts. To the extent that any existing holder of options or warrants to acquire shares of nCircle’s common stock did not exercise such options or warrants prior to the effective time of the Merger, such holder was paid an amount in cash equal to the applicableper-share consideration less the exercise price of such option or warrant in complete satisfaction of the option or warrant. nCircle continues as a wholly owned subsidiary of the Company.

6

VIA Holdings I, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and December 31, 2013

(Unaudited)

In connection with the Merger, the following transactions occurred:

• VIA Holdings II, Inc. and the Company executed a credit agreement with Ares Capital Corporation, which provides for senior secured credit facilities of up to $175.0 million, subject to borrowing base availability (the Credit Facility), and under which there was $164.8 million of outstanding borrowing on the closing date. This includes $85.0 million of additional borrowings that were used in the purchase of nCircle. The Credit Facility matures on May 23, 2018;

• Fees of $2.4 million were paid in connection with the Credit Facility. These fees are recorded as assets in the condensed consolidated balance sheets and are being amortized over the life of the Credit Facility; and

• Seller transaction fees of $2.3 million and retention bonuses of $2.6 million were paid and deducted from the merger consideration.

The net proceeds from the cash on hand and the additional borrowings under the Credit Facility were used to effect the Merger and to pay related fees and expenses and other amounts payable under the merger agreement.

The fair value of consideration transferred was as follows (in thousands):

Aggregate purchase price	$	100,000
Transaction fees and retention bonus		(4,882	)
Holdback amount – gross		(8,000	)
Cash on hand		5,087
Total value of consideration paid at closing		92,205
Adjusted value of holdback liability		7,817
Total fair value of consideration	$	100,022

The Acquisition was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and noncontrolling interest. The Company has recorded a liability on the opening balance sheet for the adjusted value of the holdback payment of $7.8 million as a component of other liabilities. The adjusted value of the holdback amount was determined by discounting the liability using a risk free rate of interest and further reduced by certain escrow adjustments. The holdback amount was paid in full in July 2014. Additionally, the Company has reflected the debt of its subsidiary, VIA Holdings II, Inc. in these condensed consolidated financial statements as the Company expects to fund the principle and interest payments from its operations.

7

VIA Holdings I, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and December 31, 2013

(Unaudited)

The purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. The allocation of the purchase price is as follows (in thousands):

	April 2, 2013
Cash	$	5,087
Accounts receivable		4,800
Other current assets		1,160
Property and equipment		828
Intangible assets		41,320
Deferred tax assets		10,596
Other assets		137
Total assets acquired		63,928
Accounts payable		1,268
Accrued and other liabilities		2,201
Deferred revenue		5,080
Deferred tax liabilities		1,374
Total liabilities assumed		9,923
Net assets acquired		54,005
Goodwill		46,017
Purchase price allocation	$	100,022

In conjunction with the acquisition, the Company recorded $46.0 million of goodwill. Goodwill is calculated as the purchase price in excess of the fair value of the Company’s identifiable assets and liabilities and represents the Company’s assembled workforce and its opportunity to grow its business through synergies arising out of the acquisition. None of the goodwill recognized is deductible for income tax purposes.

The Company recorded intangible assets based on their estimated fair value which consist of the following (in thousands):

	Estimated useful life	Estimated fair value
Customer relationships	5 years	$	33,700
Existing technology	4 years		5,400
Noncompete agreements	2 years		1,200
In-process research and development	Indeterminate		800
Backlog	2 years		220
		$	41,320

8

VIA Holdings I, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and December 31, 2013

(Unaudited)

Restructuring and Transaction Expenses

Subsequent to the acquisition of nCircle, a restructuring plan was implemented to reduce the Company’s operating expenses. The condensed consolidated statements of operations for the period ending September 30, 2013 include the following restructuring and transaction expenses (in thousands):

	Nine-month period ended September 30, 2013
	Restructuring		Transaction
Transaction fees	$	—		2,894
Transaction retention bonuses		—		2,632
Severance costs related to reduction in force		3,124		—
Contract cancellations and other		421		—
Lease abandonment		306		—
	$	3,851		5,526

(4) Intangible Assets

Intangible assets and the related accumulated amortization at September 30, 2014 and December 31, 2013 were as follows (in thousands):

	Estimated useful life	September 30, 2014			December 31, 2013
Customer relationships	5 years	$	92,200			92,200
Existing technology	4 years		20,700			20,700
In-process research and development	1.5 years		4,600			4,600
Noncompete agreements	2 years		1,200			1,200
Backlog	2 years		220			220
Trade name	Indefinite		14,800			14,800
Total intangible assets			133,720			133,720
Less accumulated amortization			(69,550	)		(50,689	)
Intangible assets, net		$	64,170			83,031

(5) Long Term Debt and Revolving Credit Facility

On April 2, 2013, the Company amended and restated the existing credit agreement with Ares Capital Corporation. The credit facility, which is secured by substantially all of the assets of the Company, includes an $80.0 million term loan under which proceeds were distributed on May 23, 2011, an $85.0 million term loan under which proceeds were distributed on April 2, 2013, and a revolving credit facility of $10.0 million. The revolving credit facility is available through May 23, 2018. The term loans have a maturity date of May 23, 2018. Amounts outstanding under the facility accrue interest at a per annum rate equal to a “base rate” plus an applicable margin. The base rate is defined in the credit agreement as the greater of the lender’s prime rate, the overnight federal funds rate plus 0.5%, or the

9

VIA Holdings I, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and December 31, 2013

(Unaudited)

one-month Eurodollar rate plus 1.0%. The base rate for Eurodollar Loans is the higher of the interest rate identified by Bloomberg Professional Services times a bank statutory reserve rate publication or 1.25%. The applicable margin is dependent upon a leverage ratio calculated based onquarter-end borrowings and adjusted EBITDA (as defined in the agreement). At September 30, 2014 and December 31, 2013, the applicable interest rate was 7% and 8%, respectively. As of September 30, 2014 and December 31, 2013, there were no borrowings outstanding under the revolving credit facility.

As of September 30, 2014 and December 31, 2013, the Company was in compliance with all financial covenants.

The Company incurred and capitalized $2.4 million in loan origination fees in addition to the $2.8 million capitalized in prior periods. The fees are being amortized over the remaining term of the credit agreement with an annual amortization totaling approximately $0.9 million. At September 30, 2014, and December 31, 2013, the unamortized loan origination fees totaled $3.2 million and $3.9 million, of which $0.9 million and $0.9 million is included in other current assets and $2.3 million and $3.0 million is included in other assets, respectively.

(6) Equity and Stock Compensation

(a) Stock Option Plan Activity

During thenine-month periods ended September 30, 2014 and 2013, stock compensation expense recorded under the stock option plan was $0.2 million and $0.1 million, respectively.

	Number of shares
Balance at December 31, 2013		2,071,638
Granted		1,555,000
Exercised		(17,188	)
Forfeited		(68,750	)
Expired		—
Balance at September 30, 2014		3,540,700

10

VIA Holdings I, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and December 31, 2013

(Unaudited)

(b) Incentive Stock Activity

During thenine-month periods ended September 30, 2014 and 2013, the Company recordedstock-based compensation expense related to incentive share agreements of approximately $7.7 million and $0.8 million, respectively.

	Incentive stock units
Liability classified as of December 31, 2013		4,243,675
Issued		—
Vested and reclassified to equity		(949,271	)
Repurchased		(527,292	)
Liability classified as of September 30, 2014		2,767,112

(7) Income Taxes

Information regarding the Company’s income tax expense (benefit) was as follows (dollars in thousands):

	Nine-months ended September 30
	2014			2013
Income (loss) before taxes	$	(11,835	)		(20,419	)
Income tax expense (benefit)		(1,256	)		(7,205	)
Effective tax rate		10.6	%		35.3	%
	Nine-months ended September 30
	2014			2013
Federal statutory rate		34.0	%		34.0	%
Increases (decreases) resulting from:
Difference in foreign tax rate		2.7			(0.5	)
State income taxes, net of federal benefit		4.5			4.5
Stock-based compensation		(27.4	)		(3.5	)
Transaction costs		(2.6	)		(3.0
Other		(0.6	)		3.8
Effective tax rate		10.6	%		35.3	%

The Company’s effective tax rate may differ from the U.S. federal statutory rate primarily as a result of the effects of state and foreign income taxes and may be affected by changes in statutory tax rates and laws in the U.S. and foreign jurisdictions. The reduction in our effective tax rate for thenine-month period ended September 30, 2014 compared to the same periods of the prior year were primarily related to the US GAAP treatment of stock based compensation which is not deductible for tax purposes.

11

VIA Holdings I, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2014 and December 31, 2013

(Unaudited)

Deferred tax assets arise from the tax benefit of amounts expensed for financial reporting purposes but not yet recognized for tax purposes and from unutilized tax credits and net operating loss carryforwards. We evaluate our deferred tax assets on a regular basis to determine if a valuation allowance is required. To the extent it is determined that it is more likely than not that we will not realize the benefit of our deferred tax assets, we record a valuation allowance against deferred tax assets.

As of September 30, 2014, the net deferred tax assets on the Company’s Condensed Consolidated Balance Sheets totaled $13.0 million, net of a valuation allowance of $1.6 million, primarily related to net operating loss and tax credit carryforwards and other temporary differences.

(8) Geographic Revenue

Geographic revenue information is as follows (in thousands):

	Period Ended September 30
	2014		2013
The Americas	$	84,678		65,794
Europe		10,953		10,364
Asia		8,107		7,367
	$	103,738		83,525

(9) Supplemental Cash Flow Disclosures

Interest payments for thenine-month periods ended September 30, 2014 and 2013 were $8.8 million and $8.3 million, respectively. Income taxes paid for this period were $0.6 million and $0.6 million, respectively.

During thenine-month periods ended September 30, 2014 and 2013 in connection with the Incentive Stock as described in Note 6, the Company reclassified 949,271 and 1,057,188 shares from stock compensation liability into equity with an intrinsic value of $2.0 million and $0.6 million, respectively.

(10) Subsequent Events

On December 9, 2014, the Company entered into an agreement to sell the stock of the Company to Belden, Inc. a Delaware corporation. As a result of the agreement which closed on January 2, 2015, the Company will continue as a wholly-owned subsidiary of Belden Inc. All Class A and Class B Common Shares of the Company were canceled and converted into the right to receive an amount in cash. The purchase price under the agreement included base consideration of $710 million plus cash at closing less costs incurred by the Company to complete the sale.

The Company has evaluated subsequent events from the balance sheet date through February 13, 2015, the date at which the condensed consolidated financial statements were available to be issued, and determined that there were no additional items to disclose.

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