Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 28, 2015 | Jul. 31, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 28, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | BDC | |
Entity Registrant Name | BELDEN INC. | |
Entity Central Index Key | 913,142 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 42,670,183 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 28, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 208,419 | $ 741,162 |
Receivables, net | 412,251 | 379,777 |
Inventories, net | 233,100 | 228,398 |
Deferred income taxes | 21,188 | 22,157 |
Other current assets | 72,388 | 42,656 |
Total current assets | 947,346 | 1,414,150 |
Property, plant and equipment, less accumulated depreciation | 319,455 | 316,385 |
Goodwill | 1,418,031 | 943,374 |
Intangible assets, less accumulated amortization | 713,484 | 461,292 |
Deferred income taxes | 24,049 | 40,652 |
Other long-lived assets | 80,278 | 86,974 |
Total assets | 3,502,643 | 3,262,827 |
Current liabilities: | ||
Accounts payable | 225,891 | 272,439 |
Accrued liabilities | 267,910 | 250,420 |
Current maturities of long-term debt | 2,500 | 2,500 |
Total current liabilities | 496,301 | 525,359 |
Long-term debt | 1,918,695 | 1,765,422 |
Postretirement benefits | 115,806 | 122,627 |
Deferred income taxes | 115,060 | 10,824 |
Other long-term liabilities | $ 36,275 | $ 31,409 |
Stockholders' equity: | ||
Preferred stock | ||
Common stock | $ 503 | $ 503 |
Additional paid-in capital | 598,264 | 595,389 |
Retained earnings | 619,593 | 621,896 |
Accumulated other comprehensive loss | (34,147) | (46,031) |
Treasury stock | (363,707) | (364,571) |
Total stockholders' equity | 820,506 | 807,186 |
Total liabilities and stockholders' equity | $ 3,502,643 | $ 3,262,827 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 585,755 | $ 600,891 | $ 1,132,712 | $ 1,088,581 |
Cost of sales | (351,479) | (396,506) | (690,787) | (708,479) |
Gross profit | 234,276 | 204,385 | 441,925 | 380,102 |
Selling, general and administrative expenses | (127,927) | (145,902) | (268,743) | (240,750) |
Research and development | (36,632) | (31,618) | (72,831) | (52,189) |
Amortization of intangibles | (25,917) | (15,795) | (52,421) | (27,536) |
Income from equity method investment | 343 | 1,256 | 1,111 | 2,210 |
Operating income | 44,143 | 12,326 | 49,041 | 61,837 |
Interest expense, net | (24,769) | (18,092) | (48,615) | (36,762) |
Income (loss) from continuing operations before taxes | 19,374 | (5,766) | 426 | 25,075 |
Income tax benefit | 2,303 | 5,781 | 1,615 | 96 |
Income from continuing operations | 21,677 | 15 | 2,041 | 25,171 |
Loss from disposal of discontinued operations, net of tax | (86) | (86) | (562) | |
Net income | $ 21,591 | $ 15 | $ 1,955 | $ 24,609 |
Weighted average number of common shares and equivalents: | ||||
Basic | 42,655 | 43,603 | 42,596 | 43,559 |
Diluted | 43,233 | 44,292 | 43,224 | 44,293 |
Basic income (loss) per share: | ||||
Continuing operations | $ 0.51 | $ 0.05 | $ 0.58 | |
Discontinued operations | (0.01) | |||
Net income | 0.51 | 0.05 | 0.57 | |
Diluted income (loss) per share: | ||||
Continuing operations | 0.50 | 0.05 | 0.57 | |
Discontinued operations | (0.01) | |||
Net income | $ 0.50 | $ 0.05 | $ 0.56 | |
Comprehensive income | $ 19,562 | $ 13,894 | $ 13,839 | $ 27,175 |
Dividends declared per share | $ 0.05 | $ 0.05 | $ 0.10 | $ 0.10 |
Condensed Consolidated Cash Flo
Condensed Consolidated Cash Flow Statements (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2015 | Jun. 29, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 1,955 | $ 24,609 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 75,654 | 48,433 |
Share-based compensation | 9,891 | 9,524 |
Income from equity method investment | (1,111) | (2,210) |
Tax benefit related to share-based compensation | (5,288) | (4,894) |
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses: | ||
Receivables | (6,250) | (33,762) |
Inventories | (11,837) | 7,605 |
Accounts payable | (43,689) | (4,584) |
Accrued liabilities | (4,363) | (32,271) |
Accrued taxes | (10,214) | (13,226) |
Other assets | (625) | 7,212 |
Other liabilities | 923 | 4,119 |
Net cash provided by operating activities | 5,046 | 10,555 |
Cash flows from investing activities: | ||
Cash used to acquire businesses, net of cash acquired | (695,345) | (311,467) |
Capital expenditures | (27,224) | (20,963) |
Payments related to the disposal of a business | (956) | |
Proceeds from disposal of tangible assets | 80 | 13 |
Net cash used for investing activities | (722,489) | (333,373) |
Cash flows from financing activities: | ||
Borrowings under credit arrangements | 200,000 | 200,000 |
Tax benefit related to share-based compensation | 5,288 | 4,894 |
Payments under share repurchase program | (31,197) | |
Payments under borrowing arrangements | (625) | (625) |
Debt issuance costs paid | (643) | (5,702) |
Cash dividends paid | (4,235) | (4,358) |
Proceeds (payments) from exercise of stock options, net of withholding tax payments | (11,439) | (7,741) |
Net cash provided by financing activities | 188,346 | 155,271 |
Effect of foreign currency exchange rate changes on cash and cash equivalents | (3,646) | (792) |
Decrease in cash and cash equivalents | (532,743) | (168,339) |
Cash and cash equivalents, beginning of period | 741,162 | 613,304 |
Cash and cash equivalents, end of period | $ 208,419 | $ 444,965 |
Condensed Consolidated Stockhol
Condensed Consolidated Stockholders Equity Statement (Unaudited) - 6 months ended Jun. 28, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2014 | $ 807,186 | $ 503 | $ 595,389 | $ 621,896 | $ (364,571) | $ (46,031) |
Beginning balance, shares at Dec. 31, 2014 | 50,335 | 7,871 | ||||
Net income | 1,955 | 1,955 | ||||
Foreign currency translation | 10,193 | 10,193 | ||||
Adjustment to pension and postretirement liability, net of $1.1 million tax | 1,691 | 1,691 | ||||
Net current period other comprehensive income | 11,884 | |||||
Exercise of stock options, net of tax withholding forfeitures | (6,037) | (5,942) | $ (95) | |||
Exercise of stock options, net of tax withholding forfeitures, shares | 93 | |||||
Conversion of restricted stock units into common stock, net of tax withholding forfeitures | (5,403) | (6,362) | $ 959 | |||
Conversion of restricted stock units into common stock, net of tax withholding forfeitures, shares | 111 | |||||
Share-based compensation | 15,179 | 15,179 | ||||
Dividends ($0.10 per share) | (4,258) | (4,258) | ||||
Ending balance at Jun. 28, 2015 | $ 820,506 | $ 503 | $ 598,264 | $ 619,593 | $ (363,707) | $ (34,147) |
Ending balance, shares at Jun. 28, 2015 | 50,335 | 7,667 |
Condensed Consolidated Stockho6
Condensed Consolidated Stockholders Equity Statement (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||||
Foreign currency translation, tax expense (benefit) | $ (0.4) | $ 1.5 | $ 2.1 | $ 0.2 |
Adjustments to pension and postretirement liability, tax expense | $ 0.5 | $ 0.7 | $ 1.1 | $ 1.4 |
Dividends declared per share | $ 0.05 | $ 0.05 | $ 0.10 | $ 0.10 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 28, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1: Summary of Significant Accounting Policies Basis of Presentation The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation. The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2014: • Are prepared from the books and records without audit, and • Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but • Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2014 Annual Report on Form 10-K. Business Description We are an innovative signal transmission solutions provider 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. 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, which was March 29, 2015, the 88th day of our fiscal year 2015. Our fiscal second and third quarters each have 91 days. The six months ended June 28, 2015 and June 29, 2014 included 179 and 180 days, respectively. Reclassifications We have made certain reclassifications to the 2014 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2015 presentation. 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 and during the three and six months ended June 28, 2015 and June 29, 2014, we utilized Level 1 inputs to determine the fair value of cash equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the six months ended June 28, 2015 and June 29, 2014. 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. The fair value of these cash equivalents as of June 28, 2015 was $2.5 million and is based on quoted market prices in active markets (i.e., Level 1 valuation). 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. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. 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. 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. As of June 28, 2015, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.9 million, $3.5 million, and $3.3 million, respectively. Revenue Recognition We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an 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, subscription-based software, and remote ongoing operational services is 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. Discontinued Operations 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. As of June 28, 2015, we agreed to a final settlement with the buyer of Trapeze regarding the amounts remaining in escrow. Accordingly, in both the three and six months ended June 28, 2015, we recognized a $0.2 million ($0.1 million net of tax) loss from disposal of discontinued operations to reduce the amount of the escrow receivable on our Condensed Consolidated Balance Sheet to $3.5 million. We collected the $3.5 million escrow receivable subsequent to June 28, 2015. 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 the six months ended June 29, 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. Subsequent Events We have evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure. Pending Adoption of Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (the ASU), 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. The ASU 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. The ASU will be effective for us beginning January 1, 2018, and allows for both retrospective and modified retrospective methods of adoption. We are in the process of determining the method of adoption and assessing the impact of this ASU 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. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 28, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Note 2: Acquisitions Tripwire We acquired 100% of the outstanding ownership interest in Tripwire, Inc. (Tripwire) on January 2, 2015 for a 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 8). 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 preliminary 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 2,822 Property, plant and equipment 11,113 Goodwill 477,609 Intangible assets 306,000 Other non-current assets 658 Total assets $ 838,961 Accounts payable $ 3,142 Accrued liabilities 11,548 Deferred revenue 8,000 Deferred income taxes 112,522 Other non-current liabilities 540 Total liabilities $ 135,752 Net assets $ 703,209 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 Tripwire. The preliminary measurement of receivables; inventories; property, plant and equipment; intangible assets; goodwill; deferred revenue; 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 $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. 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 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 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 Amortization (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 477,609 Trademarks 31,000 In-process research and development 6,000 Total intangible assets not subject to amortization 514,609 Total intangible assets $ 783,609 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 three months ended June 28, 2015 included $25.3 million of revenues and a $16.2 million loss from continuing operations before taxes from Tripwire. Our consolidated revenues and consolidated income from continuing operations before taxes for the six months ended June 28, 2015 included $44.0 million of revenues and a $44.8 million loss from continuing operations before taxes from Tripwire. Consolidated revenues in the three and six months ended June 28, 2015 were negatively impacted by approximately $14.4 million and $32.7 million, respectively, due to the reduction of the acquired deferred revenue balance to fair value. Our consolidated income from continuing operations before taxes for the three months ended June 28, 2015 included $10.6 million of amortization of intangible assets. Our consolidated income from continuing operations before taxes for the six months ended June 28, 2015 included $22.0 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. Three Months Ended Six Months Ended June 29, 2015 June 29, 2014 June 28, 2015 June 29, 2014 (In thousands, except per share data) (Unaudited) Revenues $ 598,733 $ 622,174 $ 1,162,104 $ 1,121,665 Income (loss) from continuing operations 29,943 (10,717) 17,640 (8,608) Diluted income (loss) per share from continuing operations $ 0.69 $ (0.24) $ 0.41 $ (0.19) For purposes of the pro forma disclosures, the three months ended June 29, 2014 includes nonrecurring expenses from the effects of purchase accounting, including amortization of the sales backlog intangible asset of $0.5 million. In addition, for purposes of the pro forma disclosures, the six months ended June 29, 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 $1.9 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. 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 5,894 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 purchase price allocation as of June 28, 2015 as compared to the preliminary purchase price allocation as 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. 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 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: Fair Value Amortization (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 from continuing operations before taxes for the three months ended June 28, 2015 included $13.0 million and $1.8 million, respectively, from ProSoft. Our consolidated revenues and consolidated income from continuing operations before taxes for the six months ended June 28, 2015 included $25.2 million and $4.4 million, respectively, from ProSoft. Included in our consolidated income from continuing operations before taxes for the three and six months ended June 28, 2015 are $1.0 million and $2.1 million, respectively, 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 $ 9,451 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. There were no significant changes to the purchase price allocation in 2015 as compared to the preliminary purchase price allocation as of December 31, 2014. 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: Fair Value Amortization (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 from continuing operations before taxes for the three months ended June 28, 2015 included revenues of $43.5 million and a loss from continuing operations before taxes of $13.4 million from Grass Valley. Our consolidated revenues and consolidated income from continuing operations before taxes for the six months ended June 28, 2015 included revenues of $94.4 million and a loss from continuing operations before taxes of $22.2 million, respectively, from Grass Valley. Included in our consolidated income from continuing operations before taxes for the three and six months ended June 28, 2015 are $2.5 million and $5.1 million, respectively, of amortization of intangible assets. We also recognized certain severance, restructuring, and acquisition integration costs in the three and six months ended June 28, 2015 related to Grass Valley. See Note 7. 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. Three Months Ended Six Months Ended (In thousands, except per share data) (Unaudited) Revenues $ 614,635 $ 1,178,259 Income from continuing operations 10,718 12,625 Diluted income per share from continuing operations $ 0.24 $ 0.29 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 acquisition. |
Operating Segments
Operating Segments | 6 Months Ended |
Jun. 28, 2015 | |
Segment Reporting [Abstract] | |
Operating Segments | Note 3: Operating Segments 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 acquisition of Tripwire in January 2015. Each of the global business platforms represents a reportable segment. 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. Broadcast Enterprise Industrial Industrial IT Solutions Network Total (In thousands) As of and for the three months Segment revenues $ 219,415 $ 117,335 $ 160,875 $ 61,270 $ 39,618 $ 598,513 Affiliate revenues 380 1,330 407 10 - 2,127 Segment EBITDA 31,614 21,101 28,680 10,178 8,772 100,345 Depreciation expense 4,373 2,947 2,869 584 919 11,692 Amortization expense 12,889 135 807 1,479 10,607 25,917 Severance, restructuring, and acquisition integration costs 3,283 83 1,163 - 378 4,907 Deferred gross profit adjustments (924) - - - 14,364 13,440 Segment assets 410,194 222,015 267,448 63,599 42,241 1,005,497 As of and for the three months Segment revenues $ 252,278 $ 121,272 $ 178,244 $ 53,260 $ - $ 605,054 Affiliate revenues 84 1,628 485 6 - 2,203 Segment EBITDA 31,318 19,667 29,462 8,806 - 89,253 Depreciation expense 4,609 3,799 2,458 534 - 11,400 Amortization expense 14,424 167 271 933 - 15,795 Severance, restructuring, and acquisition integration costs 27,524 1,821 8,144 719 - 38,208 Purchase accounting effects of acquisitions 7,148 147 250 618 - 8,163 Deferred gross profit adjustments 3,915 - - - - 3,915 Segment assets 419,814 236,860 282,874 70,998 - 1,010,546 As of and for the six months Segment revenues $ 433,001 $ 222,030 $ 313,847 $ 122,343 $ 76,743 $ 1,167,964 Affiliate revenues 721 2,950 731 31 8 4,441 Segment EBITDA 60,846 34,982 52,853 21,265 18,673 188,619 Depreciation expense 8,558 5,949 5,720 1,143 1,863 23,233 Amortization expense 25,609 273 1,630 2,889 22,020 52,421 Severance, restructuring, and acquisition integration costs 14,821 640 2,936 (52 ) 1,045 19,390 Purchase accounting effects of acquisitions - - 267 - 9,155 9,422 Deferred gross profit adjustments 2,370 - - - 32,728 35,098 Segment assets 410,194 222,015 267,448 63,599 42,241 1,005,497 As of and for the six months Segment revenues $ 418,763 $ 229,666 $ 337,562 $ 107,370 $ - $ 1,093,361 Affiliate revenues 283 3,704 1,841 8 - 5,836 Segment EBITDA 57,489 33,842 53,144 18,394 - 162,869 Depreciation expense 7,490 7,499 4,842 1,066 - 20,897 Amortization expense 24,943 335 536 1,722 - 27,536 Severance, restructuring, and acquisition integration costs 28,967 1,821 8,144 719 - 39,651 Purchase accounting effects of acquisitions 7,458 286 533 738 - 9,015 Deferred gross profit adjustments 4,365 - - - - 4,365 Segment assets 419,814 236,860 282,874 70,998 - 1,010,546 The following table is a reconciliation of the total of the reportable segments’ Revenues and EBITDA to consolidated revenues and consolidated income (loss) from continuing operations before taxes, respectively. Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 (In thousands) (In thousands) Total Segment Revenues $ 598,513 $ 605,054 $ 1,167,964 $ 1,093,361 Deferred revenue adjustments (1) (12,758) (4,163) (35,252) (4,780) Consolidated Revenues $ 585,755 $ 600,891 $ 1,132,712 $ 1,088,581 Total Segment EBITDA $ 100,345 $ 89,253 $ 188,619 $ 162,869 Amortization of intangibles (25,917) (15,795) (52,421) (27,536) Deferred gross profit adjustments (1) (13,440) (3,915) (35,098) (4,365) Severance, restructuring, and acquisition integration costs (2) (4,907) (38,208) (19,390) (39,651) Depreciation expense (11,692) (11,400) (23,233) (20,897) Purchase accounting effects related to acquisitions (3) - (8,163) (9,422) (9,015) Income from equity method investment 343 1,256 1,111 2,210 Eliminations (589) (702) (1,125) (1,778) Consolidated operating income 44,143 12,326 49,041 61,837 Interest expense, net (24,769) (18,092) (48,615) (36,762) Consolidated income (loss) from continuing operations before taxes $ 19,374 $ (5,766) $ 426 $ 25,075 (1) For the three and six months ended June 28, 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 2, Acquisitions. (2) See Note 7, Severance, Restructuring, and Acquisition Integration Activities, . (3) For the six months ended June 28, 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. See Note 2, Acquisitions |
Income per Share
Income per Share | 6 Months Ended |
Jun. 28, 2015 | |
Earnings Per Share [Abstract] | |
Income per Share | Note 4: Income per Share The following table presents the basis for the income per share computations: Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 (In thousands) Numerator: Income from continuing operations $ 21,677 $ 15 $ 2,041 $ 25,171 Loss from disposal of discontinued operations, net of tax (86) - (86) (562) Net income $ 21,591 $ 15 $ 1,955 $ 24,609 Denominator: Weighted average shares outstanding, basic 42,655 43,603 42,596 43,559 Effect of dilutive common stock equivalents 578 689 628 734 Weighted average shares outstanding, diluted 43,233 44,292 43,224 44,293 For the three and six months ended June 28, 2015, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million and 0.3 million, respectively, because to do so would have been anti-dilutive. For the three and six months ended June 29, 2014, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million and 0.1 million, 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. |
Inventories
Inventories | 6 Months Ended |
Jun. 28, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5: Inventories The major classes of inventories were as follows: June 28, December 31, 2015 2014 (In thousands) Raw materials $ 104,405 $ 106,955 Work-in-process 31,808 31,611 Finished goods 122,494 121,655 Gross inventories 258,707 260,221 Excess and obsolete reserves (25,607) (31,823) Net inventories $ 233,100 $ 228,398 |
Long-Lived Assets
Long-Lived Assets | 6 Months Ended |
Jun. 28, 2015 | |
Property, Plant and Equipment [Abstract] | |
Long-Lived Assets | Note 6: Long-Lived Assets Depreciation and Amortization Expense We recognized depreciation expense of $11.7 million and $23.2 million in the three and six months ended June 28, 2015, respectively. We recognized depreciation expense of $11.4 million and $20.9 million in the three and six months ended June 29, 2014, respectively. We recognized amortization expense related to our intangible assets of $25.9 million and $52.4 million in the three and six months ended June 28, 2015, respectively. We recognized amortization expense related to our intangible assets of $15.8 million and $27.5 million in the three and six months ended June 29, 2014, respectively. |
Severance, Restructuring, and A
Severance, Restructuring, and Acquisition Integration Activities | 6 Months Ended |
Jun. 28, 2015 | |
Restructuring and Related Activities [Abstract] | |
Severance, Restructuring, and Acquisition Integration Activities | Note 7: Severance, Restructuring, and Acquisition Integration Activities 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 relate to the Industrial Connectivity, Enterprise, and Industrial IT segments. 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 relate to our Broadcast segment. We substantially completed the productivity improvement program and the integration activities as of June 28, 2015. In the three and six months ended June 28, 2015, we recorded severance, restructuring, and integration costs of $4.9 million and $19.4 million, respectively, related to these two significant programs, as well as other cost reduction actions and the integration of our acquisitions of ProSoft, Coast, and Tripwire. In the three and six months ended June 29, 2014, we recorded severance, restructuring, and integration costs of $38.2 million and $39.7 million, respectively, related to these two significant programs. The following table summarizes the costs by segment: Three Months Ended June 28, 2015 Severance Other Total Costs (In thousands) Broadcast Solutions $ (1,590) $ 4,873 $ 3,283 Enterprise Connectivity Solutions 22 61 83 Industrial Connectivity Solutions 526 637 1,163 Industrial IT Solutions - - - Network Security Solutions - 378 378 Total $ (1,042) $ 5,949 $ 4,907 Three Months Ended June 29, 2014 Broadcast Solutions $ 16,819 $ 10,705 $ 27,524 Enterprise Connectivity Solutions 1,592 229 1,821 Industrial Connectivity Solutions 8,111 33 8,144 Industrial IT Solutions 586 133 719 Network Security Solutions - - - Total $ 27,108 $ 11,100 $ 38,208 Six Months Ended June 28, 2015 Broadcast Solutions $ 713 $ 14,108 $ 14,821 Enterprise Connectivity Solutions 72 568 640 Industrial Connectivity Solutions 967 1,969 2,936 Industrial IT Solutions (740) 688 (52) Network Security Solutions - 1,045 1,045 Total $ 1,012 $ 18,378 $ 19,390 Six Months Ended June 29, 2014 Broadcast Solutions $ 18,102 $ 10,865 $ 28,967 Enterprise Connectivity Solutions 1,592 229 1,821 Industrial Connectivity Solutions 8,111 33 8,144 Industrial IT Solutions 586 133 719 Network Security Solutions - - - Total $ 28,391 $ 11,260 $ 39,651 Of the total severance, restructuring, and acquisition integration costs recognized in the three months ended June 28, 2015, $1.8 million, $2.7 million, and $0.4 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 in the three months ended June 29, 2014, $8.0 million, $28.9 million, and $1.3 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 in the six months ended June 28, 2015, $3.2 million, $14.5 million, and $1.7 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 in the three months ended June 29, 2014, $8.0 million, $28.9 million, and $1.3 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 in the six months ended June 28, 2015, $3.2 million, $14.5 million, and $1.7 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 in the six months ended June 29, 2014, $8.0 million, $30.0 million, and $1.7 million were included in cost of sales; selling, general and administrative expenses; and research and development, respectively. The other restructuring and integration costs 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 majority of the other restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days. The table below sets forth severance activity that occurred for the two significant programs described above. The balances are included in accrued liabilities. Productivity Grass Valley (In thousands) Balance at December 31, 2013 and March 30, 2014 $ - $ - New charges 10,507 16,528 Cash payments (1,774) (4,497) Foreign currency translation (62) 82 Balance at June 29, 2014 $ 8,671 $ 12,113 New charges 2,575 1,536 Cash payments (1,171) (3,746) Foreign currency translation (381) (191) Other adjustments (1,697) (1,900) Balance at September 28, 2014 $ 7,997 $ 7,812 New charges 3,048 1,761 Cash payments (2,244) (4,699) Foreign currency translation (465) (218) Other adjustments (1,195) - Balance at December 31, 2014 $ 7,141 $ 4,656 New charges 887 2,164 Cash payments (1,455) (2,370) Foreign currency translation (367) (302) Balance at March 29, 2015 $ 6,206 $ 4,148 New charges 22 - Cash payments (933) (1,709) Foreign currency translation 71 10 Other adjustments - (1,590) Balance at June 28, 2015 $ 5,366 $ 859 The other adjustments in the three months ended 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 2014 were due to changes in estimates, including an impact of forfeited severance amounts. We expect the majority of the liabilities for these programs to be paid in the second half of fiscal 2015. We do not expect to incur any significant additional severance, restructuring, and acquisition integration costs in 2015 as a result of the activities discussed above. Our Broadcast segment results were negatively impacted by a decline in sales volume in the six months ended June 28, 2015. Outside of the U.S., the Broadcast segment has been impacted by the relative price increase of our products due to the strengthened U.S. dollar as well as lower capital spending as a result of government austerity programs in some regions. Within the U.S., Broadcast results have been impacted by deferred capital spending for broadcast technology infrastructure products. We believe broadcast customers have deferred their capital spending as they navigate through a number of important industry transitions, including a decline in advertising spending and the rise of “over-the-top” distribution models. We expect these trends to continue to impact our results. In response to these current broadcast market conditions, we will execute a restructuring program beginning in the third fiscal quarter to further reduce our cost structure. We expect to incur approximately $30 million of severance and other restructuring costs for this program, of which approximately $27 million will be incurred in the second half of 2015. We expect the restructuring program to generate approximately $30 million of savings on an annualized basis, which we will begin to realize in the fourth fiscal quarter. We continue to review our business strategies and evaluate potential new restructuring actions. This could result in additional restructuring costs in future periods. |
Long-Term Debt and Other Borrow
Long-Term Debt and Other Borrowing Arrangements | 6 Months Ended |
Jun. 28, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Other Borrowing Arrangements | Note 8: Long-Term Debt and Other Borrowing Arrangements The carrying values of our long-term debt and other borrowing arrangements were as follows: June 28, 2015 December 31, 2014 (In thousands) Revolving credit agreement due 2018 $ 200,000 $ - Variable rate term loan due 2020 245,758 246,375 Senior subordinated notes: 5.25% Senior subordinated notes due 2024 200,000 200,000 5.50% Senior subordinated notes due 2023 570,216 616,326 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 1,475,437 1,521,547 Total debt and other borrowing arrangements 1,921,195 1,767,922 Less current maturities of Term Loan (2,500) (2,500) Long-term debt $ 1,918,695 $ 1,765,422 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 2). As of June 28, 2015, our available borrowing capacity was $110.0 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 June 28, 2015 was 2.09%. 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. The second payment in 2015 was due on June 30, 2015, in our third fiscal quarter. Interest under the Term Loan is variable, based upon the three-month LIBOR plus an applicable spread. The interest rate as of June 28, 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, 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 June 28, 2015 is $570.2 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. Fair Value of Long-Term Debt The fair value of our senior subordinated notes as of June 28, 2015 was approximately $1,481.3 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 $1,475.4 million as of June 28, 2015. We believe the fair value of our Revolver and Term Loan approximates book value. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 28, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9: Income Taxes We recognized income tax benefits of $2.3 million and $1.6 million for the three and six months ended June 28, 2015, respectively, representing effective tax rates of (11.9%) and (379.1%), respectively. A significant factor impacting the income tax benefit for the six months ended June 28, 2015 was the recognition of a $1.5 million tax benefit as a result of reducing a deferred tax valuation allowance related to a capital loss carryforward. Based on transactions in the six months ended June 28, 2015, the capital loss carryforward has become fully realizable. In addition, our full year forecasted effective tax rate on full year forecasted pre-tax income is a negative rate (an income tax benefit) as a result of implemented tax planning strategies. The tax benefit stems from being able to recognize a significant balance of foreign tax credits related to one of our foreign jurisdictions. |
Pension and Other Postretiremen
Pension and Other Postretirement Obligations | 6 Months Ended |
Jun. 28, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Obligations | Note 10: Pension and Other Postretirement Obligations The following table provides the components of net periodic benefit costs for our pension and other postretirement benefit plans: Pension Obligations Other Postretirement Obligations Three Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 (In thousands) Service cost $ 1,443 $ 1,816 $ 16 $ 30 Interest cost 2,207 2,722 399 525 Expected return on plan assets (3,159) (3,479) - - Amortization of prior service credit (15) - (25) (27) Actuarial losses 1,288 1,723 123 164 Net periodic benefit cost $ 1,764 $ 2,782 $ 513 $ 692 Six Months Ended Service cost $ 3,227 $ 3,580 $ 32 $ 60 Interest cost 4,747 5,403 802 1,077 Expected return on plan assets (6,313) (6,940) - - Amortization of prior service credit (26) - (50) (53) Actuarial losses 2,574 3,446 252 353 Net periodic benefit cost $ 4,209 $ 5,489 $ 1,036 $ 1,437 |
Comprehensive Income and Accumu
Comprehensive Income and Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 28, 2015 | |
Equity [Abstract] | |
Comprehensive Income and Accumulated Other Comprehensive Income (Loss) | Note 11: Comprehensive Income and Accumulated Other Comprehensive Income (Loss) The following table summarizes total comprehensive income: Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 (In thousands) Net income $ 21,591 $ 15 $ 1,955 $ 24,609 Foreign currency translation income (loss), net of $0.4 million, $1.5 million, $2.1 million, and $0.2 million tax, respectively (2,872) 12,734 10,193 261 Adjustments to pension and postretirement liability, net of $0.5 million, $0.7 million, $1.1 million, and $1.4 million tax, respectively 843 1,145 1,691 2,305 Total comprehensive income $ 19,562 $ 13,894 $ 13,839 $ 27,175 The accumulated balances related to each component of other comprehensive income (loss), net of tax, are as follows: Foreign Currency Pension and Other Accumulated (In thousands) Balance at December 31, 2014 $ (2,591) $ (43,440) $ (46,031) Other comprehensive income before reclassifications 10,193 - 10,193 Amounts reclassified from accumulated other comprehensive income - 1,691 1,691 Net current period other comprehensive income 10,193 1,691 11,884 Balance at June 28, 2015 $ 7,602 $ (41,749) $ (34,147) The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended June 28, 2015: Amount Reclassified from Affected Line Item in the (In thousands) Amortization of pension and other postretirement benefit plan items: Actuarial losses $ 2,826 (1) Prior service credit (76) (1) Total before tax 2,750 Tax benefit (1,059) Net of tax $ 1,691 (1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 10). |
Share Repurchases
Share Repurchases | 6 Months Ended |
Jun. 28, 2015 | |
Equity [Abstract] | |
Share Repurchases | Note 12: Share Repurchases In July 2011, our Board of Directors authorized a share repurchase program, which allows 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 allows us to purchase up to an additional $200.0 million of our common stock. This program is funded by cash on hand and cash flows from operating activities. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. For the six months ended June 28, 2015, we did not repurchase any of our common stock under the share repurchase program. From inception of the program to June 28, 2015, we have repurchased 6.7 million shares of our common stock under the program for an aggregate cost of $310.9 million and an average price of $46.54. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 28, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation. The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2014: • Are prepared from the books and records without audit, and • Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but • Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2014 Annual Report on Form 10-K. |
Business Description | Business Description We are an innovative signal transmission solutions provider 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. |
Reporting Periods | 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, which was March 29, 2015, the 88th day of our fiscal year 2015. Our fiscal second and third quarters each have 91 days. The six months ended June 28, 2015 and June 29, 2014 included 179 and 180 days, respectively. |
Reclassifications | Reclassifications We have made certain reclassifications to the 2014 Condensed Consolidated Financial Statements with no impact to reported net income in order to conform to the 2015 presentation. |
Fair Value Measurement | 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 and during the three and six months ended June 28, 2015 and June 29, 2014, we utilized Level 1 inputs to determine the fair value of cash equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the six months ended June 28, 2015 and June 29, 2014. |
Cash and Cash Equivalents | 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. The fair value of these cash equivalents as of June 28, 2015 was $2.5 million and is based on quoted market prices in active markets (i.e., Level 1 valuation). |
Contingent Liabilities | 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. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. 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. 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. As of June 28, 2015, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.9 million, $3.5 million, and $3.3 million, respectively. |
Revenue Recognition | Revenue Recognition We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an 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, subscription-based software, and remote ongoing operational services is 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. |
Discontinued Operations | Discontinued Operations 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. As of June 28, 2015, we agreed to a final settlement with the buyer of Trapeze regarding the amounts remaining in escrow. Accordingly, in both the three and six months ended June 28, 2015, we recognized a $0.2 million ($0.1 million net of tax) loss from disposal of discontinued operations to reduce the amount of the escrow receivable on our Condensed Consolidated Balance Sheet to $3.5 million. We collected the $3.5 million escrow receivable subsequent to June 28, 2015. 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 the six months ended June 29, 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. |
Subsequent Events | Subsequent Events We have evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure. |
Pending Adoption of Recent Accounting Pronouncements | Pending Adoption of Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (the ASU), 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. The ASU 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. The ASU will be effective for us beginning January 1, 2018, and allows for both retrospective and modified retrospective methods of adoption. We are in the process of determining the method of adoption and assessing the impact of this ASU 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Tripwire [Member] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary 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 2,822 Property, plant and equipment 11,113 Goodwill 477,609 Intangible assets 306,000 Other non-current assets 658 Total assets $ 838,961 Accounts payable $ 3,142 Accrued liabilities 11,548 Deferred revenue 8,000 Deferred income taxes 112,522 Other non-current liabilities 540 Total liabilities $ 135,752 Net assets $ 703,209 |
Intangible Assets Related to Acquisition | The intangible assets related to the acquisition consisted of the following: Estimated Fair Amortization (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 477,609 Trademarks 31,000 In-process research and development 6,000 Total intangible assets not subject to amortization 514,609 Total intangible assets $ 783,609 Weighted average amortization period 7.7 |
Pro Forma Effect on Operating Results | 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. Three Months Ended Six Months Ended June 29, 2015 June 29, 2014 June 28, 2015 June 29, 2014 (In thousands, except per share data) (Unaudited) Revenues $ 598,733 $ 622,174 $ 1,162,104 $ 1,121,665 Income (loss) from continuing operations 29,943 (10,717) 17,640 (8,608) Diluted income (loss) per share from continuing operations $ 0.69 $ (0.24) $ 0.41 $ (0.19) |
Prosoft Technology, Inc. [Member] | |
Fair Value of Assets Acquired and Liabilities Assumed | 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 5,894 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 |
Intangible Assets Related to Acquisition | The intangible assets related to the acquisition consisted of the following: Fair Value Amortization (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 |
Grass Valley [Member] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of March 31, 2014 (in thousands). Cash $ 9,451 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 |
Intangible Assets Related to Acquisition | The intangible assets related to the acquisition consisted of the following: Fair Value Amortization (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 |
Grass Valley and Prosoft [Member] | |
Pro Forma Effect on Operating Results | 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. Three Months Ended Six Months Ended (In thousands, except per share data) (Unaudited) Revenues $ 614,635 $ 1,178,259 Income from continuing operations 10,718 12,625 Diluted income per share from continuing operations $ 0.24 $ 0.29 |
Operating Segments (Tables)
Operating Segments (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Segment Reporting [Abstract] | |
Operating Segment Information | 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. Broadcast Enterprise Industrial Industrial IT Solutions Network Total (In thousands) As of and for the three months Segment revenues $ 219,415 $ 117,335 $ 160,875 $ 61,270 $ 39,618 $ 598,513 Affiliate revenues 380 1,330 407 10 - 2,127 Segment EBITDA 31,614 21,101 28,680 10,178 8,772 100,345 Depreciation expense 4,373 2,947 2,869 584 919 11,692 Amortization expense 12,889 135 807 1,479 10,607 25,917 Severance, restructuring, and acquisition integration costs 3,283 83 1,163 - 378 4,907 Deferred gross profit adjustments (924) - - - 14,364 13,440 Segment assets 410,194 222,015 267,448 63,599 42,241 1,005,497 As of and for the three months Segment revenues $ 252,278 $ 121,272 $ 178,244 $ 53,260 $ - $ 605,054 Affiliate revenues 84 1,628 485 6 - 2,203 Segment EBITDA 31,318 19,667 29,462 8,806 - 89,253 Depreciation expense 4,609 3,799 2,458 534 - 11,400 Amortization expense 14,424 167 271 933 - 15,795 Severance, restructuring, and acquisition integration costs 27,524 1,821 8,144 719 - 38,208 Purchase accounting effects of acquisitions 7,148 147 250 618 - 8,163 Deferred gross profit adjustments 3,915 - - - - 3,915 Segment assets 419,814 236,860 282,874 70,998 - 1,010,546 As of and for the six months Segment revenues $ 433,001 $ 222,030 $ 313,847 $ 122,343 $ 76,743 $ 1,167,964 Affiliate revenues 721 2,950 731 31 8 4,441 Segment EBITDA 60,846 34,982 52,853 21,265 18,673 188,619 Depreciation expense 8,558 5,949 5,720 1,143 1,863 23,233 Amortization expense 25,609 273 1,630 2,889 22,020 52,421 Severance, restructuring, and acquisition integration costs 14,821 640 2,936 (52 ) 1,045 19,390 Purchase accounting effects of acquisitions - - 267 - 9,155 9,422 Deferred gross profit adjustments 2,370 - - - 32,728 35,098 Segment assets 410,194 222,015 267,448 63,599 42,241 1,005,497 As of and for the six months Segment revenues $ 418,763 $ 229,666 $ 337,562 $ 107,370 $ - $ 1,093,361 Affiliate revenues 283 3,704 1,841 8 - 5,836 Segment EBITDA 57,489 33,842 53,144 18,394 - 162,869 Depreciation expense 7,490 7,499 4,842 1,066 - 20,897 Amortization expense 24,943 335 536 1,722 - 27,536 Severance, restructuring, and acquisition integration costs 28,967 1,821 8,144 719 - 39,651 Purchase accounting effects of acquisitions 7,458 286 533 738 - 9,015 Deferred gross profit adjustments 4,365 - - - - 4,365 Segment assets 419,814 236,860 282,874 70,998 - 1,010,546 |
Reconciliation of Total Reportable Segments' Revenues and EBITDA to Consolidated Revenues and Consolidated Income (Loss) from Continuing Operations Before Taxes | The following table is a reconciliation of the total of the reportable segments’ Revenues and EBITDA to consolidated revenues and consolidated income (loss) from continuing operations before taxes, respectively. Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 (In thousands) (In thousands) Total Segment Revenues $ 598,513 $ 605,054 $ 1,167,964 $ 1,093,361 Deferred revenue adjustments (1) (12,758) (4,163) (35,252) (4,780) Consolidated Revenues $ 585,755 $ 600,891 $ 1,132,712 $ 1,088,581 Total Segment EBITDA $ 100,345 $ 89,253 $ 188,619 $ 162,869 Amortization of intangibles (25,917) (15,795) (52,421) (27,536) Deferred gross profit adjustments (1) (13,440) (3,915) (35,098) (4,365) Severance, restructuring, and acquisition integration costs (2) (4,907) (38,208) (19,390) (39,651) Depreciation expense (11,692) (11,400) (23,233) (20,897) Purchase accounting effects related to acquisitions (3) - (8,163) (9,422) (9,015) Income from equity method investment 343 1,256 1,111 2,210 Eliminations (589) (702) (1,125) (1,778) Consolidated operating income 44,143 12,326 49,041 61,837 Interest expense, net (24,769) (18,092) (48,615) (36,762) Consolidated income (loss) from continuing operations before taxes $ 19,374 $ (5,766) $ 426 $ 25,075 (1) For the three and six months ended June 28, 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 2, Acquisitions. (2) See Note 7, Severance, Restructuring, and Acquisition Integration Activities, . (3) For the six months ended June 28, 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. See Note 2, Acquisitions |
Income per Share (Tables)
Income per Share (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Earnings Per Share [Abstract] | |
Basis for Income per Share Computations | The following table presents the basis for the income per share computations: Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 (In thousands) Numerator: Income from continuing operations $ 21,677 $ 15 $ 2,041 $ 25,171 Loss from disposal of discontinued operations, net of tax (86) - (86) (562) Net income $ 21,591 $ 15 $ 1,955 $ 24,609 Denominator: Weighted average shares outstanding, basic 42,655 43,603 42,596 43,559 Effect of dilutive common stock equivalents 578 689 628 734 Weighted average shares outstanding, diluted 43,233 44,292 43,224 44,293 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Inventory Disclosure [Abstract] | |
Major Classes of Inventories | The major classes of inventories were as follows: June 28, December 31, 2015 2014 (In thousands) Raw materials $ 104,405 $ 106,955 Work-in-process 31,808 31,611 Finished goods 122,494 121,655 Gross inventories 258,707 260,221 Excess and obsolete reserves (25,607) (31,823) Net inventories $ 233,100 $ 228,398 |
Severance, Restructuring, and24
Severance, Restructuring, and Acquisition Integration Activities (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Restructuring and Related Activities [Abstract] | |
Severance, Restructuring and Integration Costs by Segment | In the three and six months ended June 28, 2015, we recorded severance, restructuring, and integration costs of $4.9 million and $19.4 million, respectively, related to these two significant programs, as well as other cost reduction actions and the integration of our acquisitions of ProSoft, Coast, and Tripwire. In the three and six months ended June 29, 2014, we recorded severance, restructuring, and integration costs of $38.2 million and $39.7 million, respectively, related to these two significant programs. The following table summarizes the costs by segment: Three Months Ended June 28, 2015 Severance Other Total Costs (In thousands) Broadcast Solutions $ (1,590) $ 4,873 $ 3,283 Enterprise Connectivity Solutions 22 61 83 Industrial Connectivity Solutions 526 637 1,163 Industrial IT Solutions - - - Network Security Solutions - 378 378 Total $ (1,042) $ 5,949 $ 4,907 Three Months Ended June 29, 2014 Broadcast Solutions $ 16,819 $ 10,705 $ 27,524 Enterprise Connectivity Solutions 1,592 229 1,821 Industrial Connectivity Solutions 8,111 33 8,144 Industrial IT Solutions 586 133 719 Network Security Solutions - - - Total $ 27,108 $ 11,100 $ 38,208 Six Months Ended June 28, 2015 Broadcast Solutions $ 713 $ 14,108 $ 14,821 Enterprise Connectivity Solutions 72 568 640 Industrial Connectivity Solutions 967 1,969 2,936 Industrial IT Solutions (740) 688 (52) Network Security Solutions - 1,045 1,045 Total $ 1,012 $ 18,378 $ 19,390 Six Months Ended June 29, 2014 Broadcast Solutions $ 18,102 $ 10,865 $ 28,967 Enterprise Connectivity Solutions 1,592 229 1,821 Industrial Connectivity Solutions 8,111 33 8,144 Industrial IT Solutions 586 133 719 Network Security Solutions - - - Total $ 28,391 $ 11,260 $ 39,651 |
Summary of Severance Activity | The table below sets forth severance activity that occurred for the two significant programs described above. The balances are included in accrued liabilities. Productivity Grass Valley (In thousands) Balance at December 31, 2013 and March 30, 2014 $ - $ - New charges 10,507 16,528 Cash payments (1,774) (4,497) Foreign currency translation (62) 82 Balance at June 29, 2014 $ 8,671 $ 12,113 New charges 2,575 1,536 Cash payments (1,171) (3,746) Foreign currency translation (381) (191) Other adjustments (1,697) (1,900) Balance at September 28, 2014 $ 7,997 $ 7,812 New charges 3,048 1,761 Cash payments (2,244) (4,699) Foreign currency translation (465) (218) Other adjustments (1,195) - Balance at December 31, 2014 $ 7,141 $ 4,656 New charges 887 2,164 Cash payments (1,455) (2,370) Foreign currency translation (367) (302) Balance at March 29, 2015 $ 6,206 $ 4,148 New charges 22 - Cash payments (933) (1,709) Foreign currency translation 71 10 Other adjustments - (1,590) Balance at June 28, 2015 $ 5,366 $ 859 |
Long-Term Debt and Other Borr25
Long-Term Debt and Other Borrowing Arrangements (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Debt Disclosure [Abstract] | |
Carrying Values of Long-Term Debt and Other Borrowing Arrangements | The carrying values of our long-term debt and other borrowing arrangements were as follows: June 28, 2015 December 31, 2014 (In thousands) Revolving credit agreement due 2018 $ 200,000 $ - Variable rate term loan due 2020 245,758 246,375 Senior subordinated notes: 5.25% Senior subordinated notes due 2024 200,000 200,000 5.50% Senior subordinated notes due 2023 570,216 616,326 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 1,475,437 1,521,547 Total debt and other borrowing arrangements 1,921,195 1,767,922 Less current maturities of Term Loan (2,500) (2,500) Long-term debt $ 1,918,695 $ 1,765,422 |
Pension and Other Postretirem26
Pension and Other Postretirement Obligations (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Periodic Benefit Costs | The following table provides the components of net periodic benefit costs for our pension and other postretirement benefit plans: Pension Obligations Other Postretirement Obligations Three Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 (In thousands) Service cost $ 1,443 $ 1,816 $ 16 $ 30 Interest cost 2,207 2,722 399 525 Expected return on plan assets (3,159) (3,479) - - Amortization of prior service credit (15) - (25) (27) Actuarial losses 1,288 1,723 123 164 Net periodic benefit cost $ 1,764 $ 2,782 $ 513 $ 692 Six Months Ended Service cost $ 3,227 $ 3,580 $ 32 $ 60 Interest cost 4,747 5,403 802 1,077 Expected return on plan assets (6,313) (6,940) - - Amortization of prior service credit (26) - (50) (53) Actuarial losses 2,574 3,446 252 353 Net periodic benefit cost $ 4,209 $ 5,489 $ 1,036 $ 1,437 |
Comprehensive Income and Accu27
Comprehensive Income and Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 28, 2015 | |
Equity [Abstract] | |
Total Comprehensive Income | The following table summarizes total comprehensive income: Three Months Ended Six Months Ended June 28, 2015 June 29, 2014 June 28, 2015 June 29, 2014 (In thousands) Net income $ 21,591 $ 15 $ 1,955 $ 24,609 Foreign currency translation income (loss), net of $0.4 million, $1.5 million, $2.1 million, and $0.2 million tax, respectively (2,872) 12,734 10,193 261 Adjustments to pension and postretirement liability, net of $0.5 million, $0.7 million, $1.1 million, and $1.4 million tax, respectively 843 1,145 1,691 2,305 Total comprehensive income $ 19,562 $ 13,894 $ 13,839 $ 27,175 |
Components of Other Comprehensive Income (Loss), Net of Tax | The accumulated balances related to each component of other comprehensive income (loss), net of tax, are as follows: Foreign Currency Pension and Other Accumulated (In thousands) Balance at December 31, 2014 $ (2,591) $ (43,440) $ (46,031) Other comprehensive income before reclassifications 10,193 - 10,193 Amounts reclassified from accumulated other comprehensive income - 1,691 1,691 Net current period other comprehensive income 10,193 1,691 11,884 Balance at June 28, 2015 $ 7,602 $ (41,749) $ (34,147) |
Summary of Effects of Reclassifications from Accumulated Other Comprehensive Income (Loss) | The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended June 28, 2015: Amount Reclassified from Affected Line Item in the (In thousands) Amortization of pension and other postretirement benefit plan items: Actuarial losses $ 2,826 (1) Prior service credit (76) (1) Total before tax 2,750 Tax benefit (1,059) Net of tax $ 1,691 (1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 10). |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 28, 2015 | Jun. 28, 2015 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||||||
Reporting period | 179 days | 180 days | |||||
Fair value measurements, transfers between Level 1 and Level 2 | $ 0 | $ 0 | $ 0 | ||||
Original maturity period of cash and cash equivalents | |||||||
Fair value of cash and cash equivalents based on quoted market prices in active markets Level 1 valuation | 2,500,000 | $ 2,500,000 | |||||
Gain/(Loss) on disposal of discontinued operations, net of tax | (86,000) | (86,000) | (562,000) | ||||
Receivables, net | 412,251,000 | 412,251,000 | $ 379,777,000 | ||||
Thermax and Raydex [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Gain/(Loss) on disposal of discontinued operations, before tax | (900,000) | $ 211,600,000 | |||||
Gain/(Loss) on disposal of discontinued operations, net of tax | $ (600,000) | 124,700,000 | |||||
Cash proceeds from the sales of discontinued operations | $ 265,600,000 | ||||||
Trapeze [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Sale price for business | $ 152,100,000 | ||||||
Gain/(Loss) on disposal of discontinued operations, before tax | (200,000) | (200,000) | 88,300,000 | ||||
Gain/(Loss) on disposal of discontinued operations, net of tax | (100,000) | (100,000) | 44,800,000 | ||||
Cash proceeds from the sales of discontinued operations | 136,900,000 | ||||||
Amount in escrow as partial security for Company's indemnity obligations under transaction's purchase and sale agreement | $ 15,200,000 | ||||||
Receivables, net | 3,500,000 | 3,500,000 | |||||
Partial settlement received from escrow | $ 4,200,000 | ||||||
Standby Letters of Credit [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Standby letters of credit, bank guaranties, and surety bonds | 7,900,000 | 7,900,000 | |||||
Bank Guaranties [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Standby letters of credit, bank guaranties, and surety bonds | 3,500,000 | 3,500,000 | |||||
Surety Bonds [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Standby letters of credit, bank guaranties, and surety bonds | $ 3,300,000 | $ 3,300,000 | |||||
First Quarter Fiscal Year 2015 [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Reporting period | 88 days | ||||||
Guideline used to determine the end date of first quarter | 91 days | ||||||
Fiscal Second Quarter 2015 [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Reporting period | 91 days | ||||||
Fiscal Third Quarter 2015 [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Reporting period | 91 days |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 02, 2015 | Nov. 20, 2014 | Jun. 11, 2014 | Mar. 31, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||||
Amortization of intangible assets | $ 25,917 | $ 15,795 | $ 52,421 | $ 27,536 | |||||
Tripwire [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares acquired | 100.00% | ||||||||
Acquisition price | $ 703,200 | ||||||||
Revolving credit agreement | 200,000 | ||||||||
Fair value of acquired receivables | 37,800 | ||||||||
Acquired receivable, gross contractual amount | 38,000 | ||||||||
Amount of acquired receivables not expected to be collected | $ 200 | ||||||||
Post acquisition revenues | 25,300 | 44,000 | |||||||
Post acquisition income (loss) from continuing operations | (16,200) | (44,800) | |||||||
Amortization of intangible assets | 10,600 | 22,000 | |||||||
Impact on reported revenue due to reduction of acquired deferred revenue balance to fair value | 14,400 | 32,700 | |||||||
Compensation expense | 9,200 | ||||||||
Tripwire [Member] | Pro Forma [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Compensation expense | 9,200 | ||||||||
Amortization of intangible assets, pro forma disclosure | $ 500 | $ 1,900 | |||||||
Coast Wire and Plastic Tech, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares acquired | 100.00% | ||||||||
Acquisition price | $ 36,000 | ||||||||
Prosoft Technology, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares acquired | 100.00% | ||||||||
Acquisition price | $ 104,100 | ||||||||
Fair value of acquired receivables | 5,900 | ||||||||
Acquired receivable, gross contractual amount | 6,200 | ||||||||
Amount of acquired receivables not expected to be collected | 300 | ||||||||
Post acquisition revenues | 13,000 | 25,200 | |||||||
Post acquisition income (loss) from continuing operations | 1,800 | 4,400 | |||||||
Amortization of intangible assets | 1,000 | 2,100 | |||||||
Goodwill acquired | $ 56,900 | ||||||||
Period for deducting goodwill for tax purposes | 15 years | ||||||||
Grass Valley [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares acquired | 100.00% | ||||||||
Acquisition price | $ 218,200 | ||||||||
Fair value of acquired receivables | 67,400 | ||||||||
Acquired receivable, gross contractual amount | 77,200 | ||||||||
Amount of acquired receivables not expected to be collected | $ 9,800 | ||||||||
Post acquisition revenues | 43,500 | 94,400 | |||||||
Post acquisition income (loss) from continuing operations | (13,400) | (22,200) | |||||||
Amortization of intangible assets | $ 2,500 | $ 5,100 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jun. 28, 2015 | Jan. 02, 2015 | Dec. 31, 2014 | Jun. 11, 2014 | Mar. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,418,031 | $ 943,374 | |||
Tripwire [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 2,364 | ||||
Receivables | 37,792 | ||||
Inventories | 603 | ||||
Other current assets | 2,822 | ||||
Property, plant and equipment | 11,113 | ||||
Goodwill | 477,609 | ||||
Intangible assets | 306,000 | ||||
Other non-current assets | 658 | ||||
Total assets | 838,961 | ||||
Accounts payable | 3,142 | ||||
Accrued liabilities | 11,548 | ||||
Deferred revenue | 8,000 | ||||
Deferred income taxes | 112,522 | ||||
Other non-current liabilities | 540 | ||||
Total liabilities | 135,752 | ||||
Net assets | $ 703,209 | ||||
Grass Valley [Member] | |||||
Business Acquisition [Line Items] | |||||
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 | ||||
Prosoft Technology, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
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 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets Related to Acquisition (Detail) - USD ($) $ in Thousands | Jan. 02, 2015 | Jun. 11, 2014 | Mar. 31, 2014 | Jun. 28, 2015 | Dec. 31, 2014 |
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 1,418,031 | $ 943,374 | |||
Tripwire [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 269,000 | ||||
Goodwill | 477,609 | ||||
Intangible assets not subject to amortization | 514,609 | ||||
Total intangible assets | $ 783,609 | ||||
Weighted average amortization period | 7 years 8 months 12 days | ||||
Tripwire [Member] | Trademarks [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets not subject to amortization | $ 31,000 | ||||
Tripwire [Member] | Developed Technologies [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 210,000 | ||||
Weighted average amortization period | 5 years 9 months 18 days | ||||
Tripwire [Member] | Customer Relationships [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 56,000 | ||||
Weighted average amortization period | 15 years | ||||
Tripwire [Member] | Backlog [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 3,000 | ||||
Weighted average amortization period | 1 year | ||||
Tripwire [Member] | In-Process/Service Research and Development [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets not subject to amortization | $ 6,000 | ||||
Grass Valley [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 65,500 | ||||
Goodwill | 131,070 | ||||
Intangible assets not subject to amortization | 161,070 | ||||
Total intangible assets | $ 226,570 | ||||
Weighted average amortization period | 9 years | ||||
Grass Valley [Member] | Trademarks [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets not subject to amortization | $ 22,000 | ||||
Grass Valley [Member] | Developed Technologies [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 37,000 | ||||
Weighted average amortization period | 5 years | ||||
Grass Valley [Member] | Customer Relationships [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 27,000 | ||||
Weighted average amortization period | 15 years | ||||
Grass Valley [Member] | Backlog [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 1,500 | ||||
Weighted average amortization period | 3 months 18 days | ||||
Grass Valley [Member] | In-Process/Service Research and Development [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets not subject to amortization | $ 8,000 | ||||
Prosoft Technology, Inc. [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 40,800 | ||||
Goodwill | 56,923 | ||||
Intangible assets not subject to amortization | 56,923 | ||||
Total intangible assets | $ 97,723 | ||||
Weighted average amortization period | 14 years 9 months 18 days | ||||
Prosoft Technology, Inc. [Member] | Trademarks [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 5,000 | ||||
Weighted average amortization period | 5 years | ||||
Prosoft Technology, Inc. [Member] | Developed Technologies [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 9,000 | ||||
Weighted average amortization period | 5 years | ||||
Prosoft Technology, Inc. [Member] | Customer Relationships [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 26,600 | ||||
Weighted average amortization period | 20 years | ||||
Prosoft Technology, Inc. [Member] | Backlog [Member] | |||||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization | $ 200 | ||||
Weighted average amortization period | 3 months 18 days |
Acquisitions - Pro Forma Effect
Acquisitions - Pro Forma Effect on Operating Results (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Tripwire [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | $ 598,733 | $ 622,174 | $ 1,162,104 | $ 1,121,665 |
Income (loss) from continuing operations | $ 29,943 | $ (10,717) | $ 17,640 | $ (8,608) |
Diluted income (loss) per share from continuing operations | $ 0.69 | $ (0.24) | $ 0.41 | $ (0.19) |
Grass Valley and Prosoft [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | $ 614,635 | $ 1,178,259 | ||
Income (loss) from continuing operations | $ 10,718 | $ 12,625 | ||
Diluted income (loss) per share from continuing operations | $ 0.24 | $ 0.29 |
Operating Segments - Additional
Operating Segments - Additional Information (Detail) | 6 Months Ended |
Jun. 28, 2015Segment | |
Segment Reporting [Abstract] | |
Number of global business platforms | 5 |
Operating Segments - Operating
Operating Segments - Operating Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Segment revenues | $ 585,755 | $ 600,891 | $ 1,132,712 | $ 1,088,581 | |
Depreciation expense | 11,700 | 11,400 | 23,200 | 20,900 | |
Amortization expense | 25,917 | 15,795 | 52,421 | 27,536 | |
Severance, restructuring, and acquisition integration costs | 4,907 | 38,208 | 19,390 | 39,651 | |
Segment assets | 3,502,643 | 3,502,643 | $ 3,262,827 | ||
Broadcast Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Severance, restructuring, and acquisition integration costs | 3,283 | 27,524 | 14,821 | 28,967 | |
Enterprise Connectivity Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Severance, restructuring, and acquisition integration costs | 83 | 1,821 | 640 | 1,821 | |
Industrial Connectivity Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Severance, restructuring, and acquisition integration costs | 1,163 | 8,144 | 2,936 | 8,144 | |
Network Security Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Severance, restructuring, and acquisition integration costs | 378 | 1,045 | |||
Reportable Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment revenues | 598,513 | 605,054 | 1,167,964 | 1,093,361 | |
Affiliate revenues | 2,127 | 2,203 | 4,441 | 5,836 | |
Segment EBITDA | 100,345 | 89,253 | 188,619 | 162,869 | |
Depreciation expense | 11,692 | 11,400 | 23,233 | 20,897 | |
Amortization expense | 25,917 | 15,795 | 52,421 | 27,536 | |
Severance, restructuring, and acquisition integration costs | 4,907 | 38,208 | 19,390 | 39,651 | |
Purchase accounting effects of acquisitions | 8,163 | 9,422 | 9,015 | ||
Deferred gross profit adjustments | 13,440 | 3,915 | 35,098 | 4,365 | |
Segment assets | 1,005,497 | 1,010,546 | 1,005,497 | 1,010,546 | |
Reportable Segment [Member] | Broadcast Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment revenues | 219,415 | 252,278 | 433,001 | 418,763 | |
Affiliate revenues | 380 | 84 | 721 | 283 | |
Segment EBITDA | 31,614 | 31,318 | 60,846 | 57,489 | |
Depreciation expense | 4,373 | 4,609 | 8,558 | 7,490 | |
Amortization expense | 12,889 | 14,424 | 25,609 | 24,943 | |
Severance, restructuring, and acquisition integration costs | 3,283 | 27,524 | 14,821 | 28,967 | |
Purchase accounting effects of acquisitions | 7,148 | 7,458 | |||
Deferred gross profit adjustments | (924) | 3,915 | 2,370 | 4,365 | |
Segment assets | 410,194 | 419,814 | 410,194 | 419,814 | |
Reportable Segment [Member] | Enterprise Connectivity Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment revenues | 117,335 | 121,272 | 222,030 | 229,666 | |
Affiliate revenues | 1,330 | 1,628 | 2,950 | 3,704 | |
Segment EBITDA | 21,101 | 19,667 | 34,982 | 33,842 | |
Depreciation expense | 2,947 | 3,799 | 5,949 | 7,499 | |
Amortization expense | 135 | 167 | 273 | 335 | |
Severance, restructuring, and acquisition integration costs | 83 | 1,821 | 640 | 1,821 | |
Purchase accounting effects of acquisitions | 147 | 286 | |||
Segment assets | 222,015 | 236,860 | 222,015 | 236,860 | |
Reportable Segment [Member] | Industrial Connectivity Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment revenues | 160,875 | 178,244 | 313,847 | 337,562 | |
Affiliate revenues | 407 | 485 | 731 | 1,841 | |
Segment EBITDA | 28,680 | 29,462 | 52,853 | 53,144 | |
Depreciation expense | 2,869 | 2,458 | 5,720 | 4,842 | |
Amortization expense | 807 | 271 | 1,630 | 536 | |
Severance, restructuring, and acquisition integration costs | 1,163 | 8,144 | 2,936 | 8,144 | |
Purchase accounting effects of acquisitions | 250 | 267 | 533 | ||
Segment assets | 267,448 | 282,874 | 267,448 | 282,874 | |
Reportable Segment [Member] | Industrial IT Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment revenues | 61,270 | 53,260 | 122,343 | 107,370 | |
Affiliate revenues | 10 | 6 | 31 | 8 | |
Segment EBITDA | 10,178 | 8,806 | 21,265 | 18,394 | |
Depreciation expense | 584 | 534 | 1,143 | 1,066 | |
Amortization expense | 1,479 | 933 | 2,889 | 1,722 | |
Severance, restructuring, and acquisition integration costs | 719 | (52) | 719 | ||
Purchase accounting effects of acquisitions | 618 | 738 | |||
Segment assets | 63,599 | $ 70,998 | 63,599 | $ 70,998 | |
Reportable Segment [Member] | Network Security Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment revenues | 39,618 | 76,743 | |||
Affiliate revenues | 8 | ||||
Segment EBITDA | 8,772 | 18,673 | |||
Depreciation expense | 919 | 1,863 | |||
Amortization expense | 10,607 | 22,020 | |||
Severance, restructuring, and acquisition integration costs | 378 | 1,045 | |||
Purchase accounting effects of acquisitions | 9,155 | ||||
Deferred gross profit adjustments | 14,364 | 32,728 | |||
Segment assets | $ 42,241 | $ 42,241 |
Operating Segments - Reconcilia
Operating Segments - Reconciliation of Total Reportable Segments' Revenues and EBITDA to Consolidated Revenues and Consolidated Income (Loss) from Continuing Operations Before Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Consolidated Revenues | $ 585,755 | $ 600,891 | $ 1,132,712 | $ 1,088,581 |
Amortization of intangibles | (25,917) | (15,795) | (52,421) | (27,536) |
Severance, restructuring, and acquisition integration costs | (4,907) | (38,208) | (19,390) | (39,651) |
Depreciation expense | (11,700) | (11,400) | (23,200) | (20,900) |
Income from equity method investment | 343 | 1,256 | 1,111 | 2,210 |
Consolidated operating income | 44,143 | 12,326 | 49,041 | 61,837 |
Interest expense, net | (24,769) | (18,092) | (48,615) | (36,762) |
Consolidated income (loss) from continuing operations before taxes | 19,374 | (5,766) | 426 | 25,075 |
Reportable Segment [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Consolidated Revenues | 598,513 | 605,054 | 1,167,964 | 1,093,361 |
Deferred revenue adjustments | (12,758) | (4,163) | (35,252) | (4,780) |
Total Segment EBITDA | 100,345 | 89,253 | 188,619 | 162,869 |
Amortization of intangibles | (25,917) | (15,795) | (52,421) | (27,536) |
Deferred gross profit adjustments | (13,440) | (3,915) | (35,098) | (4,365) |
Severance, restructuring, and acquisition integration costs | (4,907) | (38,208) | (19,390) | (39,651) |
Depreciation expense | (11,692) | (11,400) | (23,233) | (20,897) |
Purchase accounting effects related to acquisitions | (8,163) | (9,422) | (9,015) | |
Income from equity method investment | 343 | 1,256 | 1,111 | 2,210 |
Eliminations [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Consolidated operating income | $ (589) | $ (702) | $ (1,125) | $ (1,778) |
Operating Segments - Reconcil36
Operating Segments - Reconciliation of Total Reportable Segments' Revenues and EBITDA to Consolidated Revenues and Consolidated Income (Loss) from Continuing Operations Before Taxes (Parenthetical) (Detail) - Tripwire [Member] $ in Millions | 6 Months Ended |
Jun. 28, 2015USD ($) | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |
Compensation expense | $ 9.2 |
Cost of sales related to adjustment of acquired inventory | $ 0.3 |
Income per Share - Basis for In
Income per Share - Basis for Income per Share Computations (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Earnings Per Share [Abstract] | ||||
Income from continuing operations | $ 21,677 | $ 15 | $ 2,041 | $ 25,171 |
Loss from disposal of discontinued operations, net of tax | (86) | (86) | (562) | |
Net income | $ 21,591 | $ 15 | $ 1,955 | $ 24,609 |
Weighted average shares outstanding, basic | 42,655 | 43,603 | 42,596 | 43,559 |
Effect of dilutive common stock equivalents | 578 | 689 | 628 | 734 |
Weighted average shares outstanding, diluted | 43,233 | 44,292 | 43,224 | 44,293 |
Income per Share - Additional I
Income per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive shares excluded from diluted weighted average shares outstanding | 0.3 | 0.2 | 0.3 | 0.1 |
Inventories - Major Classes of
Inventories - Major Classes of Inventories (Detail) - USD ($) $ in Thousands | Jun. 28, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 104,405 | $ 106,955 |
Work-in-process | 31,808 | 31,611 |
Finished goods | 122,494 | 121,655 |
Gross inventories | 258,707 | 260,221 |
Excess and obsolete reserves | (25,607) | (31,823) |
Net inventories | $ 233,100 | $ 228,398 |
Long-Lived Assets - Additional
Long-Lived Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Property Plant And Equipment Capitalized Interest Costs [Abstract] | ||||
Depreciation expense | $ 11,700 | $ 11,400 | $ 23,200 | $ 20,900 |
Amortization of intangible assets | $ 25,917 | $ 15,795 | $ 52,421 | $ 27,536 |
Severance, Restructuring and Ac
Severance, Restructuring and Acquisition Integration Activities - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2015USD ($) | Jun. 28, 2015USD ($) | Jun. 29, 2014USD ($) | Dec. 31, 2015USD ($) | Jun. 28, 2015USD ($)Program | Jun. 29, 2014USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Severance, restructuring, and acquisition integration costs | $ 4,907 | $ 38,208 | $ 19,390 | $ 39,651 | ||
Number of significant programs | Program | 2 | |||||
Additional severance and other restructuring costs and accelerated depreciation expense | 0 | $ 0 | ||||
Scenario Forecast [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance, restructuring, and acquisition integration costs | $ 30,000 | $ 27,000 | ||||
Expected savings from the restructuring program | $ 30,000 | |||||
Maximum [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and integration cost payable period | 60 days | |||||
Cost of Sales [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance, restructuring, and acquisition integration costs | 1,800 | 8,000 | $ 3,200 | 8,000 | ||
Selling, General and Administrative Expenses [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance, restructuring, and acquisition integration costs | 2,700 | 28,900 | 14,500 | 30,000 | ||
Research and Development [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance, restructuring, and acquisition integration costs | $ 400 | $ 1,300 | $ 1,700 | $ 1,700 |
Severance, Restructuring and 42
Severance, Restructuring and Acquisition Integration Activities - Severance, Restructuring and Integration Costs by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total Costs | $ 4,907 | $ 38,208 | $ 19,390 | $ 39,651 |
Broadcast Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Costs | 3,283 | 27,524 | 14,821 | 28,967 |
Enterprise Connectivity Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Costs | 83 | 1,821 | 640 | 1,821 |
Industrial Connectivity Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Costs | 1,163 | 8,144 | 2,936 | 8,144 |
Industrial IT Segment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Costs | 719 | (52) | 719 | |
Network Security Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Costs | 378 | 1,045 | ||
Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance | (1,042) | 27,108 | 1,012 | 28,391 |
Employee Severance [Member] | Broadcast Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance | (1,590) | 16,819 | 713 | 18,102 |
Employee Severance [Member] | Enterprise Connectivity Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance | 22 | 1,592 | 72 | 1,592 |
Employee Severance [Member] | Industrial Connectivity Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance | 526 | 8,111 | 967 | 8,111 |
Employee Severance [Member] | Industrial IT Segment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance | 586 | (740) | 586 | |
Other Than Severance Costs Restructuring and Integration Costs Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Restructuring Costs | 5,949 | 11,100 | 18,378 | 11,260 |
Other Than Severance Costs Restructuring and Integration Costs Member] | Broadcast Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Restructuring Costs | 4,873 | 10,705 | 14,108 | 10,865 |
Other Than Severance Costs Restructuring and Integration Costs Member] | Enterprise Connectivity Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Restructuring Costs | 61 | 229 | 568 | 229 |
Other Than Severance Costs Restructuring and Integration Costs Member] | Industrial Connectivity Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Restructuring Costs | 637 | 33 | 1,969 | 33 |
Other Than Severance Costs Restructuring and Integration Costs Member] | Industrial IT Segment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Restructuring Costs | $ 133 | 688 | $ 133 | |
Other Than Severance Costs Restructuring and Integration Costs Member] | Network Security Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Restructuring Costs | $ 378 | $ 1,045 |
Severance, Restructuring and 43
Severance, Restructuring and Acquisition Integration Activities - Summary of Severance Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 28, 2015 | Mar. 29, 2015 | Dec. 31, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Severance, restructuring, and acquisition integration costs | $ 4,907 | $ 38,208 | $ 19,390 | $ 39,651 | |||
Employee Severance [Member] | Productivity Improvement Program [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Beginning balance | 6,206 | $ 7,141 | $ 7,997 | $ 8,671 | 7,141 | ||
Severance, restructuring, and acquisition integration costs | 22 | 887 | 3,048 | 2,575 | 10,507 | ||
Cash payments | (933) | (1,455) | (2,244) | (1,171) | (1,774) | ||
Foreign currency translation | 71 | (367) | (465) | (381) | (62) | ||
Other adjustments | (1,195) | (1,697) | |||||
Ending balance | 5,366 | 6,206 | 7,141 | 7,997 | 8,671 | 5,366 | 8,671 |
Employee Severance [Member] | Grass Valley Integration [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Beginning balance | 4,148 | 4,656 | 7,812 | 12,113 | 4,656 | ||
Severance, restructuring, and acquisition integration costs | 2,164 | 1,761 | 1,536 | 16,528 | |||
Cash payments | (1,709) | (2,370) | (4,699) | (3,746) | (4,497) | ||
Foreign currency translation | 10 | (302) | (218) | (191) | 82 | ||
Other adjustments | (1,590) | (1,900) | |||||
Ending balance | $ 859 | $ 4,148 | $ 4,656 | $ 7,812 | $ 12,113 | $ 859 | $ 12,113 |
Long-Term Debt and Other Borr44
Long-Term Debt and Other Borrowing Arrangements - Carrying Values of Long-Term Debt and Other Borrowing Arrangements (Detail) - USD ($) $ in Thousands | Jun. 28, 2015 | Jan. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Senior subordinated notes | $ 1,475,437 | $ 1,521,547 | |
Total debt and other borrowing arrangements | 1,921,195 | 1,767,922 | |
Less current maturities of Term Loan | (2,500) | (2,500) | |
Long-term debt | 1,918,695 | 1,765,422 | |
Revolving Credit Agreement Mature 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit agreement | 200,000 | $ 200,000 | |
Variable Term loan Due 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Long term debt | 245,758 | 246,375 | |
5.25% Senior Subordinated Notes Due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Senior subordinated notes | 200,000 | 200,000 | |
5.50% Senior subordinated notes due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Senior subordinated notes | 570,216 | 616,326 | |
5.50% Senior subordinated notes due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Senior subordinated notes | 700,000 | 700,000 | |
9.25% Senior Subordinated Notes Due 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Senior subordinated notes | $ 5,221 | $ 5,221 |
Long-Term Debt and Other Borr45
Long-Term Debt and Other Borrowing Arrangements - Carrying Values of Long-Term Debt and Other Borrowing Arrangements (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 28, 2015 | Dec. 31, 2014 | |
Revolving Credit Agreement Mature 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit agreement, maturity | 2,018 | 2,018 |
Variable Term loan Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt, maturity | 2,020 | 2,020 |
5.25% Senior Subordinated Notes Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Senior subordinated notes due date | 2,024 | 2,024 |
Senior subordinated notes interest rate | 5.25% | 5.25% |
5.50% Senior subordinated notes due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Senior subordinated notes due date | 2,023 | 2,023 |
Senior subordinated notes interest rate | 5.50% | 5.50% |
5.50% Senior subordinated notes due 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Senior subordinated notes due date | 2,022 | 2,022 |
Senior subordinated notes interest rate | 5.50% | 5.50% |
9.25% Senior Subordinated Notes Due 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Senior subordinated notes due date | 2,019 | 2,019 |
Senior subordinated notes interest rate | 9.25% | 9.25% |
Long-Term Debt and Other Borr46
Long-Term Debt and Other Borrowing Arrangements - Additional Information (Detail) € in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2014USD ($) | Jun. 29, 2014USD ($) | Mar. 31, 2013USD ($) | Jun. 28, 2015USD ($) | Jun. 29, 2014USD ($) | Dec. 31, 2014USD ($) | Jan. 31, 2015USD ($) | Nov. 30, 2014EUR (€) | Mar. 31, 2013EUR (€) | |
Debt Instrument [Line Items] | |||||||||
Payments of debt issuance costs | $ 643,000 | $ 5,702,000 | |||||||
Senior subordinated notes | $ 1,475,437,000 | $ 1,521,547,000 | |||||||
Variable Term loan Due 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Description of variable rate basis | Three-month LIBOR plus an applicable spread. | ||||||||
Effective interest rate of senior subordinated notes | 3.25% | ||||||||
Term Loan | $ 250,000,000 | ||||||||
Long term debt, maturity | 2,020 | 2,020 | |||||||
Frequency of interest payments | Quarterly amortization payments | ||||||||
Quarterly amortization payments | $ 600,000 | ||||||||
Payments of debt issuance costs | $ 3,900,000 | ||||||||
5.25% Senior Subordinated Notes Due 2024 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior subordinated notes interest rate | 5.25% | 5.25% | |||||||
Senior subordinated notes due date | 2,024 | 2,024 | |||||||
Senior subordinated notes | $ 200,000,000 | $ 200,000,000 | |||||||
5.25% Senior Subordinated Notes Due 2024 [Member] | Senior Subordinate Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Frequency of interest payments | Semiannually | ||||||||
Payments of debt issuance costs | $ 4,200,000 | ||||||||
Aggregate principal amount outstanding of senior subordinated notes | $ 200,000,000 | $ 200,000,000 | |||||||
Senior subordinated notes interest rate | 5.25% | 5.25% | |||||||
Senior subordinated notes due date | 2,024 | ||||||||
Senior Subordinated Notes maturing 2019; description of priority | The 2024 Notes rank equal in right of payment with our senior subordinated notes due 2023, 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. | ||||||||
Senior Subordinated Notes maturing 2019; guarantees by subsidiaries | The 2024 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. | ||||||||
5.5% Senior Subordinated Notes Due 2022 [Member] | Senior Subordinate Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Frequency of interest payments | Semiannually | ||||||||
Aggregate principal amount outstanding of senior subordinated notes | $ 700,000,000 | ||||||||
Senior subordinated notes interest rate | 5.50% | ||||||||
Senior subordinated notes due date | 2,022 | ||||||||
Senior Subordinated Notes maturing 2019; description of priority | 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. | ||||||||
Senior Subordinated Notes maturing 2019; guarantees by subsidiaries | The 2022 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. | ||||||||
9.25% Senior Subordinated Notes Due 2019 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate of senior subordinated notes | 9.75% | ||||||||
Frequency of interest payments | Semiannually | ||||||||
Aggregate principal amount outstanding of senior subordinated notes | $ 5,200,000 | ||||||||
Senior subordinated notes interest rate | 9.25% | 9.25% | |||||||
Senior subordinated notes due date | 2,019 | 2,019 | |||||||
Senior Subordinated Notes maturing 2019; description of priority | 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. | ||||||||
Senior Subordinated Notes maturing 2019; guarantees by subsidiaries | The 2019 notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. | ||||||||
Senior subordinated notes | $ 5,221,000 | $ 5,221,000 | |||||||
5.5% Senior Subordinated Notes Due 2023 [Member] | Senior Subordinate Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Frequency of interest payments | Semiannually | ||||||||
Payments of debt issuance costs | $ 12,700,000 | ||||||||
Aggregate principal amount outstanding of senior subordinated notes | $ 247,500,000 | $ 388,200,000 | € 200 | € 300 | |||||
Senior subordinated notes interest rate | 5.50% | 5.50% | |||||||
Senior subordinated notes due date | 2,023 | 2,023 | |||||||
Senior Subordinated Notes maturing 2019; description of priority | 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. | ||||||||
Senior Subordinated Notes maturing 2019; guarantees by subsidiaries | The 2023 Notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. | ||||||||
Senior subordinated notes | $ 570,200,000 | ||||||||
Senior Subordinated Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair value of debt instrument | 1,481,300,000 | ||||||||
Revolving Credit Agreement Mature 2018 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing under line of credit facility | 400,000,000 | ||||||||
Revolving credit agreement | $ 200,000,000 | $ 200,000,000 | |||||||
Revolving credit agreement, maturity | 2,018 | 2,018 | |||||||
Line of credit borrowing base | $ 110,000,000 | ||||||||
Description of variable rate basis | LIBOR or other similar indices in foreign jurisdictions | ||||||||
Line of credit commitment fees | 0.375% | ||||||||
Effective interest rate of senior subordinated notes | 2.09% | ||||||||
Line of credit facility description | In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant. | ||||||||
Revolving credit facility restrictive covenants fixed charge coverage ratio minimum threshold | 90.00% | ||||||||
Revolving Credit Agreement Mature 2018 [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit spread on variable rate | 1.25% | ||||||||
Revolving Credit Agreement Mature 2018 [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit spread on variable rate | 1.75% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 2,303 | $ 5,781 | $ 1,615 | $ 96 |
Effective tax rate | 11.90% | 379.10% | ||
Income tax benefit due to reduction in valuation allowances | $ 1,500 |
Pension and Other Postretirem48
Pension and Other Postretirement - Components of Net Periodic Benefit Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Pension Benefits [Member] | ||||
Components of net periodic benefit cost: | ||||
Service cost | $ 1,443 | $ 1,816 | $ 3,227 | $ 3,580 |
Interest cost | 2,207 | 2,722 | 4,747 | 5,403 |
Expected return on plan assets | (3,159) | (3,479) | (6,313) | (6,940) |
Amortization of prior service credit | (15) | (26) | ||
Actuarial losses | 1,288 | 1,723 | 2,574 | 3,446 |
Net periodic benefit cost | 1,764 | 2,782 | 4,209 | 5,489 |
Other Benefits [Member] | ||||
Components of net periodic benefit cost: | ||||
Service cost | 16 | 30 | 32 | 60 |
Interest cost | 399 | 525 | 802 | 1,077 |
Amortization of prior service credit | (25) | (27) | (50) | (53) |
Actuarial losses | 123 | 164 | 252 | 353 |
Net periodic benefit cost | $ 513 | $ 692 | $ 1,036 | $ 1,437 |
Comprehensive Income and Accu49
Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Total Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Equity [Abstract] | ||||
Net income | $ 21,591 | $ 15 | $ 1,955 | $ 24,609 |
Foreign currency translation income (loss), net of $0.4 million, $1.5 million, $2.1 million, and $0.2 million tax, respectively | (2,872) | 12,734 | 10,193 | 261 |
Adjustments to pension and postretirement liability, net of $0.5 million, $0.7 million, $1.1 million, and $1.4 million tax, respectively | 843 | 1,145 | 1,691 | 2,305 |
Total comprehensive income | $ 19,562 | $ 13,894 | $ 13,839 | $ 27,175 |
Comprehensive Income and Accu50
Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Total Comprehensive Income (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Equity [Abstract] | ||||
Foreign currency translation, tax expense (benefit) | $ (0.4) | $ 1.5 | $ 2.1 | $ 0.2 |
Adjustments to pension and postretirement liability, tax | $ 0.5 | $ 0.7 | $ 1.1 | $ 1.4 |
Comprehensive Income and Accu51
Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss), Net of Tax (Detail) $ in Thousands | 6 Months Ended |
Jun. 28, 2015USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Accumulated other comprehensive income (loss), Beginning balance | $ (46,031) |
Other comprehensive income before reclassifications | 10,193 |
Amounts reclassified from accumulated other comprehensive income | 1,691 |
Net current period other comprehensive income | 11,884 |
Accumulated other comprehensive income (loss), Ending balance | (34,147) |
Foreign Currency Translation Component [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Accumulated other comprehensive income (loss), Beginning balance | (2,591) |
Other comprehensive income before reclassifications | 10,193 |
Net current period other comprehensive income | 10,193 |
Accumulated other comprehensive income (loss), Ending balance | 7,602 |
Pension and Other Postretirement Benefit Plans [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Accumulated other comprehensive income (loss), Beginning balance | (43,440) |
Amounts reclassified from accumulated other comprehensive income | 1,691 |
Net current period other comprehensive income | 1,691 |
Accumulated other comprehensive income (loss), Ending balance | $ (41,749) |
Comprehensive Income and Accu52
Comprehensive Income and Accumulated Other Comprehensive Income (Loss) - Summary of Effects of Reclassifications from Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Jun. 29, 2014 | |
Amortization of pension and other postretirement benefit plan items: | ||||
Net of tax | $ 843 | $ 1,145 | $ 1,691 | $ 2,305 |
Pension and Other Postretirement Benefit Plans [Member] | Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Amortization of pension and other postretirement benefit plan items: | ||||
Actuarial losses | 2,826 | |||
Prior service credit | (76) | |||
Total before tax | 2,750 | |||
Tax benefit | (1,059) | |||
Net of tax | $ 1,691 |
Share Repurchases - Additional
Share Repurchases - Additional Information (Detail) - USD ($) | 6 Months Ended | 48 Months Ended | |||
Jun. 28, 2015 | Jun. 29, 2014 | Jun. 28, 2015 | Nov. 30, 2012 | Jul. 31, 2011 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Purchase of common stock | $ 200,000,000 | $ 150,000,000 | |||
Payments under share repurchase program | $ 31,197,000 | ||||
Share Repurchase Plan 2011 [Member] | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Payments under share repurchase program | $ 310,900,000 | ||||
Repurchase of shares | 0 | 6,700,000 | |||
Repurchase of shares average price per share | $ 46.54 |