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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
|X| Annual report pursuant to Section 13 or
15(d) of the Securities Exchange Act of
1934 For the fiscal year ended December 31, 2001
or
|_| Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 For the
transition period from __________ to ___________
Commission File No. 1-12280
BELDEN INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0412617
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
7701 FORSYTH BOULEVARD
SUITE 800
ST. LOUIS, MISSOURI 63105
(Address of Principal Executive Offices and Zip Code)
(314) 854-8000
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- --------------------
Common Stock, $.01 par value The New York Stock Exchange
Preferred Stock Purchase Rights The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports),and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Exhibit Index on Page ___ Page 1 of ___
________________________________________________________________________________
The aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant at March 18, 2002 is $583,747,236.
The number of shares outstanding of the registrant's Common Stock at March 18,
2002 is 24,881,330.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Belden Inc. Proxy Statement for the Annual Meeting of
Stockholders to be held on May 7, 2002 (the "Proxy Statement") (incorporated by
reference into Part III).
PART I
ITEM 1. BUSINESS
GENERAL
Belden designs, manufactures and markets metallic and fiber optic wire and cable
products for the electronics and communications markets. It has been in the
business of manufacturing wire and cable for 100 years. The business was founded
as Belden Manufacturing Company, which began manufacturing silk insulated wire
and insulated magnet wire in Chicago in 1902. In 1980, the business was acquired
by Crouse-Hinds Company and, in 1981, by Cooper Industries, Inc. ("Cooper") as
part of Cooper's acquisition of Crouse-Hinds Company. From 1981 until July 1993,
the business was operated as an unincorporated division of Cooper.
In 1993, the business was transferred to Belden Wire & Cable Company ("BWC"), a
wholly-owned subsidiary of Belden Inc., in connection with the October 6, 1993
initial public offering by Cooper of 23,500,000 shares of common stock of Belden
Inc. In 1995 and 1996, an additional 2,500,000 shares of common stock, which
were originally retained by Cooper, were sold to the public. In June 1999,
Belden Inc. acquired all the outstanding shares of Cable Systems Holding Company
and its subsidiary Cable Systems International Inc., now Belden Communications
Company ("BCC"). With the acquisition of BCC, Belden began operating under two
business segments: Electronics, headquartered in Richmond, Indiana, and
Communications, headquartered in Phoenix, Arizona. For more information
regarding Belden acquisitions, see "Note 4: Acquisitions" of Belden's
consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Belden Inc., the publicly-traded parent company, is a Delaware corporation
incorporated in 1993. Substantially all of its operations are conducted through
BWC, BCC and its other subsidiaries.
As used herein, unless a business segment is identified or the context otherwise
requires, "Belden" and the "Company" refer to Belden Inc. and its subsidiaries
as a whole and their respective predecessors, including the Belden Division of
Cooper. Financial information about Belden's two business segments appears in
"Note 20: Industry Segments and Geographic Information" of Belden's consolidated
financial statements in Item 8 of this Annual Report on Form 10-K.
The Company's major markets are:
o Networking, including products used within the premises for the
transmission of voice, data or video, generally utilized in computer
networks
o Industrial, including products used in factory automation
applications, signal and control systems, security systems, industrial
equipment and instrumentation equipment
o Entertainment & OEM, including products used in broadcast (such as
professional broadcasters, sports stadiums and arenas) and OEM
applications
o Communications, including products used for telecom applications (such
as outside plant wire and cable and central office cable) and
broadband products.
Belden meets the demands of these markets with various product configurations,
which include multiconductor products, coaxial cables, fiber optic cables,
heat-shrinkable tubing and wire management products, and lead, hook-up and other
wire products. A more detailed description of certain of these product
configurations follows.
Multiconductor Product Configurations. A multiconductor cable consists of two or
more insulated conductors that are cabled together, individually twisted into
pairs or run in a parallel configuration as a flat cable. Insulation may be
extruded or laminated over bare conductors, and separately insulated conductors
may be bonded or woven together. A cable may be unshielded, have individually
shielded pairs or have an overall shield. The cable is covered with an overall
jacket.
2
Coaxial Product Configurations. Coaxial cable consists of a central inner
conductor surrounded by a concentric outer conductor or shield. A dielectric
material separates the two conductors and a jacket covers the overall
construction. The inner conductor is usually copper or copper-covered steel,
while the outer conductor is usually a metallic tape or a wire braid. Various
insulating and jacketing materials are used.
Fiber Optic Product Configurations. Fiber optic cables transmit light signals
through glass or plastic fibers. Fiber optic cables may be either multimode or
single mode.
Lead, Hook-up and Other Wire Product Configurations. Lead and hook-up wire
consist of single conductor wire that is used for electrical leads. In Europe,
Belden makes enamel coated wire used exclusively in the manufacture of precision
deflection coils for computer video screens and television monitors.
MARKETS AND PRODUCTS FOR ELECTRONICS SEGMENT
The Company's Electronics business segment designs, manufactures and markets
metallic and fiber optic wire and cable products that serve the Networking,
Industrial, Entertainment & OEM and Communications markets, as described in more
detail below. The Company's Electronics business segment contributed
approximately 65%, 69% and 85% of Belden's consolidated revenues in 2001, 2000
and 1999, respectively.
Networking. In the Networking market, Belden supplies both shielded and
unshielded multiconductor cables, and to a lesser extent coaxial and fiber optic
cables, for use within the premises (hence the use of the term "premise"
products) for the transmission of voice, data, video or a combination of these.
Networking products are generally used as the backbone of computer networks,
linking local area networks ("LANs"), workstations, equipment and other
peripheral devices to each other or to telecommunications service wire. Belden's
multiconductor product line for the Networking market includes plenum cable,
which is jacketed with special flame retardant materials, and its DataTwist(R)
cables for high speed transmission. It also includes MediaTwist(R) cables, which
are multimedia cables supporting diverse applications in video, data, and voice
technologies. Belden also sells fiber optic cables for utilization in LAN
applications. In these systems, fiber optic cables are used to provide data
communications between buildings in close proximity or to provide a "backbone"
to carry information between floors within a building.
Belden's primary channels to the Networking market include distributors,
computer original equipment manufacturers ("OEMs") and systems integrators who
design and install multivendor data/voice systems.
Industrial. The Industrial market uses a broad range of products supporting
applications from advanced industrial networking to the traditional
instrumentation and control systems. These products are used in various discrete
manufacturing and process operations involving the connection of computers,
programmable controllers, robots, operator interfaces, motor drives and other
devices. Other applications include traffic signal cable and cable for fire
alarm, smoke detection, sprinkler control and security systems. Many industrial
environments, such as petrochemical and harsh environment operations, require
cables with exterior armor or jacketing materials that can endure physical abuse
and exposure to chemicals, extreme temperatures and outside elements. Belden
manufactures and markets multiconductor, coaxial and fiber optic products
designed for all these applications. Belden also manufactures electrical wire
used for the industrial power markets. Belden sells these industrial products
primarily through wire specialist distributors, industrial distributors and
re-distributors.
Also within the Industrial market, computer equipment and micro-processor
controllers require various multiconductor, flat, coaxial and fiber optic
products to interconnect peripheral devices such as printers and sensors. Belden
supplies products to support these applications. Belden also supplies
heat-shrinkable tubing and wire management products to protect and harness wire
and cable assemblies. Belden's primary market channels for these products are
direct sales to computer and instrumentation OEMs and sales through assembly
houses and distributors.
3
Entertainment & OEM. Belden manufactures a variety of multiconductor and coaxial
products which distribute audio and video signals for use in broadcast
television (including digital television and HDTV), broadcast radio, pre- and
post-production facilities, recording studios and public facilities such as
arenas and stadiums. Belden's audio/video cables are also used in connection
with microphones, musical instruments, audio mixing consoles, effects equipment,
speakers, paging systems and consumer audio products. Belden's primary market
channels for these broadcast, music and entertainment products are broadcast
specialty distributors and audio systems installers. Belden also sells directly
to music OEMs and the major networks including NBC, CBS, ABC and FOX.
On the OEM side of the Entertainment & OEM market, Belden makes flat cable
products for use in internal computer component wiring, and to interface
internal components such as circuit boards, switching devices and other active
components. Belden primarily sells these products directly to computer and
instrumentation OEMs and through assembly houses and distributors.
Belden's OEM products also include lead and hook-up wire that is used for
electrical leads in motors, internal wiring and test equipment, which Belden
sells primarily to OEMs that manufacture motors, transformers, ballasts and
lighting, electronic equipment and coil winders. Belden also markets these
products through electrical apparatus parts distributors, wire specialist
distributors and electrical wholesalers. In Europe, Belden manufactures enamel
coated wire used exclusively in the manufacture of precision deflection coils
for computer video screens and television monitors. These products are sold
directly to OEMs. Belden also fabricates and sells directly to OEMs wire used in
the production of active and passive electronic components which provide the
circuitry connections for electronic data equipment.
Communications. Within the Communications market, Belden manufactures products
that transmit voice, video, and data signals through the public telephone
network. Because these are principally supplied by the Communications business
segment, they are discussed in connection with that segment below.
Also within the Communications market, Belden manufactures flexible, copper-clad
coaxial cable, sometimes generically referred to as "broadband," which provides
high-speed transmission of voice, data and video. This coaxial cable made by
Belden is used for the "drop" section of a cable television (CATV) system and
Direct Broadcast Satellite (DBS) system. The drop cable section distributes the
signal from the "trunk" portion of the CATV system or the satellite dish in a
DBS system into the home. Belden also has a composite cable capability for a
combination of CATV and telephone pair to meet the changing needs of the
converging CATV and telecommunication markets. Further, Belden manufactures a
copper base trunk distribution cable widely used throughout Europe meeting local
specifications within the region. In addition, Belden makes fiber optic single
mode cable for CATV applications, and other fiber optic products for
communications applications.
The CATV drop cable market includes both new cable installations and the repair
and replacement of existing cable. Belden's CATV cable is sold directly to
multiple systems operators (MSOs) who operate CATV systems throughout the world
and through CATV and electronic distributors.
Also within the Communications market, Belden sells coaxial cables used in
connection with wireless applications, such as cellular, PCS, PCN and GPS,
primarily through distributors.
MARKETS AND PRODUCTS FOR COMMUNICATIONS SEGMENT
The Company's Communications business segment designs, manufactures and markets
metallic cable products that serve the Communications market primarily as
described below, and to a minor extent the Networking market as described above.
The Company's Communications business segment contributed approximately 35%, 31%
and 15% of Belden's consolidated revenues in 2001, 2000 and 1999, respectively.
4
Within the Communications market, Belden supplies products that transmit voice,
video, and data signals through the public telephone network. Sophisticated
digital network and switching equipment used in many of the advanced telephone
systems require specialty cable. Belden supplies exchange cable - a type of
multiconductor cable also known as "PIC" or plastic insulated cable - which is
used for telephone and data circuits from the central office (where switching
equipment is located) or distribution cabinets to neighborhoods or buildings
(where circuits are required), and service distribution wire, also a
multiconductor cable which extends the voice, video, or data circuit from the
exchange cable to a business or home. Belden's PIC cable products and service
distribution wire products are primarily made by its Communications business
segment, and are sold generally to Local Exchange Carriers (LECs) directly and
through distributors, and to other major communications companies.
CUSTOMERS
Belden's Electronics business segment sells through distributors and directly to
OEMs and installers of equipment and systems. Belden's Communications business
segment sells primarily to Local Exchange Carriers (LECs) both directly and
through distributors, and to other major communications companies. Sales to
several business units of SBC Communications Inc., primarily by the
Communications business segment, represented approximately 17% of Belden-wide
sales in 2001. Sales to several business units of Anixter International Inc.,
primarily by the Electronics business segment, represented approximately 11% of
Belden-wide sales in 2001.
In general, Belden's customers are not contractually obligated to buy Belden
products exclusively, in minimum amounts or, except as noted below for the
Communications business segment, for a significant period of time. They could
purchase products that compete with Belden's products in lieu of purchasing
products from Belden, and the loss of one or more large customers could, at
least in the short term, have an adverse effect on the Company's results of
operations. However, the Company believes that its relationships with its
customers are satisfactory and that the customers choose Belden products due to,
among other reasons, the breadth of Belden's product offering and the quality
and performance characteristics of its products.
The Company's Communications business segment sells telecommunications products
primarily to LECs (either directly or through value-added resellers designated
by the LECs) and other telecommunication companies under long-term contracts,
generally three to five years in duration. Due to the size of these contracts,
the award or loss of a contract may have a material impact on the operating
performance of the Company. In addition, the order pattern for these customers
can vary due to their operational priorities, weather, financial condition,
budget constraints, increasing system upgrades, and other factors.
Apart from this, the ongoing relationship that the Company's Electronics
business segment has with its distributors raises other potential risks. For
example, adjustments to inventory levels maintained by distributors (which
adjustments may be accelerated through consolidation among distributors) may
adversely affect sales on a short-term basis. Further, certain distributors have
been and may in the future be allowed to return inventory at the distributor's
original cost, in an amount not to exceed three percent of the prior year's
purchases, in exchange for an order of equal or greater value. The Company has
recorded a liability for the estimated impact of this return policy.
5
INTERNATIONAL OPERATIONS
Belden's international sales consist primarily of products sold by the
Electronics business segment into all four product markets and by the
Communications business segment into the British telecommunications market.
Belden's primary channels to international markets are through distributors, and
direct sales to end users and OEMs.
Changes in the relative value of currencies take place from time to time and
their effects on the Company's results of operations may be favorable or
unfavorable. Belden sometimes engages in foreign currency hedging transactions
to mitigate these effects. For more information about Belden's foreign currency
exposure management, See "Note 2: Summary of Significant Accounting Policies" of
Belden's consolidated financial statements in Item 8 of this Annual Report on
Form 10-K.
As Belden continues to expand internationally, the increased opportunities are
accompanied by increased risks arising from economic and political
considerations in the countries served.
Financial information about Belden's geographic areas is shown in "Note 20:
Industry Segments and Geographic Information" of Belden's consolidated financial
statements in Item 8 of this Annual Report on Form 10-K.
COMPETITION
Belden faces substantial competition in its major markets. The number and size
of Belden's competitors varies depending on the product line and business
segment.
For the Company's Electronics business segment, the market can be generally
categorized as highly competitive with many players. Primary competition is
either global in scope with competitors that have substantial financial,
engineering, manufacturing and marketing resources, or regional in scope with
competitors that have more limited product offerings. In recent years,
competition has been further stimulated by the addition of several large wire
and cable companies to the public marketplace through initial public offerings.
For Belden's Communications business segment, competition is characterized by
several manufacturers competing for business among large customers (LECs) under
long-term contracts. Due to the buying power of the LECs and other factors, the
Communications segment faces highly competitive conditions.
The principal competitive factors in all product markets are availability,
customer support, distribution coverage, price and product features. The
relative importance of each of these factors varies depending on the specific
product category.
Some of the Company's competitors have greater financial, engineering,
manufacturing and other resources than the Company. The Company's competitors
can be expected to continue to improve the design and performance of their
products and to introduce new products with competitive price and performance
characteristics. Although the Company believes that it has certain technological
and other advantages over its competitors, realizing and maintaining such
advantages will require continued investment by the Company in engineering,
research and development, marketing and customer service and support. There can
be no assurance that the Company will continue to make such investments or that
the Company will be successful in maintaining such advantages.
6
RESEARCH AND DEVELOPMENT
The Company engages in a continuing research and development program, including
new and existing product development, testing and analysis, process and
equipment development and testing, and compound materials development and
testing. For information about the amount spent on research and development, see
"Note 2: Summary of Significant Accounting Policies" of Belden's consolidated
financial statements in Item 8 of this Annual Report on Form 10-K.
PATENTS AND TRADEMARKS
The Company has a policy of seeking patents when appropriate on inventions
concerning new products, product improvements and process and equipment
development as part of its ongoing research, development and manufacturing
activities. The Company owns numerous patents and registered trademarks
worldwide, with numerous others for which applications are pending. Although in
the aggregate its patents and trademarks are of considerable importance to the
manufacturing and marketing of many of its products, the Company does not
consider any single patent or trademark or group of patents or trademarks to be
material to its business as a whole, except for the Belden(R) trademark. The
Company has the right to use the Belden(R) trademark in connection with all of
its current products. The Company, however, granted to Cooper, around the time
of the Company's initial public offering, the exclusive royalty-free right to
use the Belden(R) trademark for wire and cable products in the automotive
markets and certain other markets in which the Company does not currently
compete. Other important trademarks used by Belden include DataTwist(R),
MediaTwist(R), Flamarrest(R), UnReel(R), Duobond(R), Beldfoil(R),
Conformable(R), Alpha(R), FIT(R), XTRA-GUARD(R) and New Generation(R). Belden's
patents and trademarks are primarily used by the Electronics business segment.
RAW MATERIALS
The principal raw material used in many of Belden's products is copper. The
Company has a copper hedging policy that attempts to match the period of the
hedge with the estimated time required to reflect the change in copper cost in
the sales price of certain of the Company's products. The Company implements
this policy through the use of publicly-traded instruments or purchase
commitments. For additional information, see "Note 2: Summary of Significant
Accounting Policies" and "Note 15: Commitments" of Belden's consolidated
financial statements in Item 8 of this Annual Report on Form 10-K.
Other raw materials used by Belden include, for the Electronics business
segment, flooding and filling compound, color chips, Teflon(R) FEP and other
insulating materials such as plastic and rubber, shielding tape, plywood reels,
corrugated cartons, aluminum and optical fiber; and for the Communications
business segment, the preceding materials as well as bronze tape, steel, Reemay,
mylar and polyester film. With respect to all major raw materials used by the
Company, Belden generally has either alternative sources of supply or access to
alternative materials. Supplies of these materials are generally adequate and
are expected to remain so for the foreseeable future.
Belden sources a minor percentage of its finished products from a network of
manufacturers under private label agreements.
BACKLOG
The Company's business is characterized generally by short-term order and
shipment schedules rather than volume purchase contracts. Accordingly, the
Company does not consider backlog at any given date to be indicative of future
sales. The Company's backlog consists of product orders for which a customer
purchase order has been received or a customer purchase order number has been
communicated and which are scheduled for shipment within six months. Orders are
subject to cancellation or rescheduling by the customer, generally with a
cancellation charge. At December 31, 2001, the Company's backlog of orders
believed to be firm was $38.9 million, compared to $72.8 million at December 31,
2000, most of which amounts were attributable to the Electronics business
segment. The Company believes that all such backlog will be filled in 2002.
7
ENVIRONMENTAL MATTERS
The Company is subject to numerous federal, state, local and foreign laws and
regulations relating to the storage, handling, emission and discharge of
materials into the environment, including the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA"), the Clean Water Act, the
Clean Air Act (including the 1990 amendments) and the Resource Conservation and
Recovery Act. The Company believes that its existing environmental control
procedures are adequate and it has no current plans for substantial capital
expenditures in this area.
A former Belden facility in Shrewsbury, Massachusetts was sold to a third party
in 1992, but Belden has agreed to indemnify the buyer for certain preexisting
environmental liabilities, principally caused by a former owner. Contaminated
soil has been removed, and groundwater remediation has been temporarily
suspended to monitor the groundwater quality. If at the end of the year the
groundwater contaminant levels meet the state requirements, the Company will
apply for permanent closure of the system.
The facility in Venlo, The Netherlands was acquired in 1995 from Philips
Electronics N.V. Soil and groundwater contamination were identified on the site
as a result of material handling and past storage practices. Various soil and
groundwater assessments are being performed, and some form of remediation will
be necessary. The Company has recorded a liability for the costs.
The Company has been identified as a potentially responsible party ("PRP") with
respect to four sites designated for cleanup under CERCLA or similar state laws,
which impose liability for cleanup of certain waste sites and for related
natural resource damages without regard to fault or the legality of waste
generation or disposal. Persons liable for such costs and damages generally
include the site owner or operator and persons that disposed or arranged for the
disposal of hazardous substances found at those sites. Although CERCLA imposes
joint and several liability on all PRPs, in application, the PRPs typically
allocate the investigation and cleanup costs based upon the volume of waste
contributed by each PRP. Settlements can often be achieved through negotiations
with the appropriate environmental agency or the other PRPs. PRPs that
contributed less than 1% of the waste are often given the opportunity to settle
as "de minimis" parties, resolving their liability for a particular site. The
number of sites with respect to which the Company has been identified as a PRP
has decreased in part as a result of "de minimis" settlements.
Belden does not own or operate any of the four waste sites with respect to which
it has been identified as a PRP. In each case, Belden is identified as a party
that disposed of waste at the site. With respect to three of the sites, Belden's
share of the waste volume is estimated to be less than 1%. At the fourth site,
Belden contributed less than 10% of the waste. Although no estimates of cleanup
costs have yet been completed for most of these sites, the Company believes,
based on its preliminary review and other factors, including its estimated share
of the waste volume at the sites, that the costs to the Company relating to
these sites will not have a material adverse effect on its results of operations
or financial condition. The Company has an accrued liability on its balance
sheet to the extent such costs are known and estimable for such sites.
The Company does not currently anticipate any material adverse effect on its
results of operations, financial condition or competitive position as a result
of compliance with federal, state, local or foreign environmental laws or
regulations, or cleanup costs at the facilities and sites discussed above.
However, some risk of environmental liability and other costs is inherent in the
nature of the Company's business, and there can be no assurance that material
environmental costs will not arise. Moreover, it is possible that future
developments, such as increasingly strict requirements of environmental laws and
enforcement policies thereunder, could lead to material costs of environmental
compliance and cleanup by the Company.
EMPLOYEES
As of December 31, 2001, the Company had approximately 5,000 full-time
employees.
8
IMPORTANCE OF NEW PRODUCTS AND PRODUCT IMPROVEMENTS;
IMPACT OF TECHNOLOGICAL CHANGE; IMPACT OF ACQUISITIONS
Many of the markets that Belden serves are characterized by advances in
information processing and communications capabilities, including advances
driven by the expansion of digital technology, which require increased
transmission speeds and greater bandwidth. These trends require ongoing
improvements in the capabilities of wire and cable products, and present
recurring opportunities for Belden and others to introduce more sophisticated
products. The Company believes that its future success will depend in part upon
its ability to enhance existing products and to develop and manufacture new
products that meet or anticipate such changes. The failure to introduce
successfully new or enhanced products on a timely and cost-competitive basis
could have an adverse impact on the Company's operations and financial
condition.
The Company holds certain patents that it believes provide a competitive
advantage. The Company's patented technologies include bonded pairs, in which
the individual conductors of a pair are affixed along their longitudinal axis.
This results in consistent conductor-to-conductor spacing for consistent
electrical performance and better installed performance. The Company also has
patented the e-Spline(TM), which complements bonded-pair technology. The
e-Spline(TM) maintains consistent spacing among the various pairs of wire within
a cable, reducing near-end crosstalk. These patented technologies enable the
Company's products to provide overall performance in excess of industry
standards.
Because of patents owned by others and high capital requirements, the Company
does not currently manufacture its own optical fibers, but purchases its
requirements from others for further manufacturing. The Company has been a fiber
optic cable supplier in niche, specialty markets since 1976, now manufacturing
such cables on three continents, and believes that growth in fiber optic
products presents a significant long-term growth opportunity for the Company. At
the same time, fiber optic technology presents a potential substitute for
certain of the copper-based products that comprise the vast majority of Belden's
sales.
Fiber optic cables have significantly penetrated the trunk portion of
communications markets, and both fiber optic and copper cables are used in the
distribution portion of communications networks. The service wire portion of
these networks, which connects the user to the network, remains almost
exclusively copper-based and the Company expects that it will continue to be
copper for the foreseeable future. Other markets served by the Company have not
been significantly penetrated by optical fiber due to the high relative cost
required to interface electronic and light signals and the high cost of fiber
termination and connection. Further, advances in data transmission equipment and
copper cable technologies have increased the relative performance of copper
solutions. For example, enhanced copper standards such as those based on gigabit
ethernet further improve the data transmission capabilities of new and existing
copper-based solutions. However, a significant and rapid decrease in the cost of
fiber optic systems relative to the cost of copper-based systems could make such
systems superior on a price/performance basis to copper systems and could
adversely affect the Company.
To date, the development of wireless devices has required the development of new
wired platforms and infrastructure. In the future, wireless communications
technology may represent a threat to both copper and fiber optic-based systems.
Belden believes that the reduced signal security and the relatively slow
transmission speeds of current systems restrict the use of wireless systems in
many data communications markets. However, there are no assurances that future
advances in wireless technology may not have an adverse effect on the Company's
business.
The Company does not presently anticipate that the commercialization of video
delivery technology - direct broadcast technology ("DBS") - will have a material
adverse effect on its CATV drop cable business. With DBS, a small satellite dish
antenna is placed on the roof of a subscriber's facility. DBS does not require
wiring from a central location to each subscriber, as does a CATV system. The
Company sells cables that meet the requirements of a DBS system, specifically
the cable that connects the DBS satellite dish antenna with a subscriber's home
or business television set.
Continued strategic acquisitions are an announced part of Belden's future
strategy, and as discussed in "Note
9
4: Acquisitions" of Belden's consolidated financial statements in Item 8 of this
Annual Report on Form 10-K, the Company completed three acquisitions in 2000 and
1999. However, there can be no assurance that future acquisitions will occur or
that those that do occur will be successful. In particular, the addition of
several large wire and cable companies to the public marketplace in recent years
through initial public offerings has increased competition for acquisition
candidates.
FORWARD-LOOKING STATEMENTS
The statements set forth in Item 1 of this Annual Report on Form 10-K other than
historical facts are forward-looking statements made in reliance upon the safe
harbor of the Private Securities Litigation Reform Act of 1995. As such, they
are based on current expectations, estimates, forecasts and projections about
the industries in which the Company operates, general economic conditions, and
management's beliefs and assumptions. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions,
which are difficult to predict. As a result, the Company's actual results may
differ materially from what is expected or forecasted in such forward-looking
statements. The Company undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise,
and disclaims any obligation to do so.
The Company's actual results may differ materially from such forward-looking
statements for the following reasons: the general unsettled economic conditions
in the United States and Europe (and the impact such conditions may have on the
Company's sales); increasing price, product and service competition from United
States and international competitors (including new entrants); the credit
worthiness of the Company's customers (including the collectibility of
receivables resulting from sales by the Communications segment to VARs); the
Company's continued ability to introduce, manufacture and deploy competitive new
products and services on a timely, cost-effective basis; the achievement of
lower costs and expenses; the ability to successfully integrate the operations
and businesses of acquired companies (including the Company's achievement of
cost-saving and profit improvement initiatives within its Communications
segment); the ability to transfer production to new facilities; developments in
technology; the threat of displacement from competing technologies (including
wireless and fiber optic technologies); demand and acceptance of the Company's
products by customers and end users; changes in raw material costs and
availability; changes in foreign currency exchange rates; the pricing of the
Company's products; the success of implementing cost-saving programs and
initiatives; reliance on large customers (particularly, the reliance of the
Communications segment on sales to a limited number of large LECs in the United
States and on sales to one large telecommunications company in the United
Kingdom); general industry and market conditions and growth rates; and other
factors noted elsewhere in this Annual Report on Form 10-K and other Securities
Exchange Act filings.
10
EXECUTIVE OFFICERS
The following sets forth certain information with respect to Belden's executive
officers. All executive officers are elected to terms which expire at the
organizational meeting of the Board of Directors following the Annual Meeting of
Shareholders.
NAME AGE POSITION
---- --- --------
C. Baker Cunningham 60 Chairman of the Board, President, Chief Executive
Officer and Director
Paul Schlessman 45 Vice President, Finance, and Chief Financial Officer
Peter J. Wickman 53 Vice President, Operations and
President, Belden Electronics
Richard K. Reece 46 Vice President, Operations and
President, Belden Communications
Kevin L. Bloomfield 50 Vice President, Secretary and General Counsel
Cathy O. Staples 51 Vice President, Human Resources
Stephen H. Johnson 52 Treasurer
C. Baker Cunningham has been Chairman of the Board, President, Chief Executive
Officer and Director of the Company since 1993. From February 1982 until July
1993, he was an Executive Vice President, Operations of Cooper, a manufacturer
of electrical equipment and tools and hardware. Mr. Cunningham has a B.S. degree
in civil engineering from Washington University, an M.S. degree in civil
engineering from Georgia Tech and an M.B.A. from the Harvard Business School.
Paul M. Schlessman has been Vice President, Finance, and Chief Financial Officer
of the Company since July 1999, and also served as Treasurer of the Company from
July 1999 to July 2000. He was Vice President and General Manager of the
Company's Alpha Wire Division from February 1997 to July 1999. Prior to that, he
was Vice President, Finance for Clarke American, a financial service subsidiary
of Caradon, plc, from August 1996 to February 1997. From 1989 to August 1996 Mr.
Schlessman worked in financial capacities with Cooper's Automotive Division. He
has a B.S. degree in finance and accounting from Bowling Green State University
and an MBA from the University of Toledo and is a Certified Public Accountant.
Richard K. Reece has been Vice President, Operations of the Company and
President, Belden Communications since June 1999. He was Vice President,
Finance, Treasurer and Chief Financial Officer of the Company from August 1,
1993 until June 1999. He was associated with the public accounting firm of Ernst
& Young LLP from 1978 until June 1993 and was a partner with that firm since
1989. He has a B.S. degree in accounting from Auburn University and is a
Certified Public Accountant.
Peter J. Wickman has been Vice President, Operations of the Company since 1993,
and President, Belden Electronics since June 1999. He was Vice President,
Finance and Planning for the Belden Division of Cooper from 1989 to July 1993.
He was Controller of Cooper's Bussmann Division from 1983 to 1989. Mr. Wickman
has a B.S. degree in accounting from Walton School of Commerce and is a
Certified Public Accountant.
Kevin L. Bloomfield has been Vice President, Secretary and General Counsel of
the Company since August 1, 1993. He was Senior Counsel for Cooper from February
1987 to July 1993, and had been in Cooper's Law Department from 1981 to 1993. He
has a B.A. degree in economics and a J.D. degree from the University of
Cincinnati and an M.B.A. from Ohio State University.
11
Cathy Odom Staples has been Vice President, Human Resources of the Company since
May 1997. She was Vice President, Human Resources for the Electronic Products
Division of the Company from May 1992 to May 1997. Ms. Staples has a B.S.B.A.
degree in human resources from Drake University.
Stephen H. Johnson has been Treasurer of the Company since July 2000. He was
Vice President, Finance of Belden Electronics from September 1998 through June
2000 and Director, Tax and Assistant Treasurer of the Company from October 1993
through August 1998. He was associated with the public accounting firm of Ernst
& Young LLP from 1980 through September 1993 and was a partner with that firm
since 1989. Mr. Johnson has a B.A. in History from Austin College and a Ph.D. in
Philosophy from the University of Texas at Austin. He is a Certified Public
Accountant.
ITEM 2. PROPERTIES
Belden has an executive office and various manufacturing plants, distribution
centers and sales offices. The significant facilities are as follows:
1. Used by Belden generally:
LOCATION FACILITY TYPE SQUARE OR
FEET LEASED
-------- ------------- ----- ------
St. Louis, Missouri Executive Office 13,261 Leased
2. Used by the Electronics business segment:
OWNED
LOCATION FACILITY TYPE SQUARE OR
FEET LEASED
-------- ------------- ----- ------
Richmond, Indiana Sales and Administrative Office 53,575 Owned
Richmond, Indiana Engineering Center 70,000 Owned
Richmond, Indiana Manufacturing - electronics wire & cable 693,372 Owned
Richmond, Indiana Distribution Center 145,000 Owned
Monticello, Kentucky Manufacturing - electronics wire & cable 222,800 Owned
Tompkinsville, Kentucky Manufacturing - CATV and flat cable 228,800 Owned
Leominster, Massachusetts Manufacturing - electronics wire & cable 61,200 Leased
Elizabeth, New Jersey Sales and Administration Office 7,064 Owned
Elizabeth, New Jersey Distribution Center 197,250 Owned
Fort Mill, South Carolina Manufacturing - electronics wire & cable 240,000 Owned
and fiber optics cable
Essex Junction, Vermont Manufacturing - high temperature 77,400 Owned
electronics wire & cable
Cobourg, Ontario, Canada Manufacturing - electrical and 215,000 Owned
electronics wire & cable; Sales and
Administrative Office and Distribution
Center
Tottenham, Victoria, Manufacturing - electrical and
Australia electronics wire & cable; Sales and 140,000 Leased
Administrative Office and Distribution
Center
12
OWNED
SQUARE OR
LOCATION FACILITY TYPE FEET LEASED
-------- ------------- ------- ------
Villingen-Schwenningen, Manufacturing - electrical and 125,000 Owned
Germany electronics wire & cable; Sales and
Administrative Office and Distribution
Center
Budapest, Hungary Manufacturing - electrical and 79,000 Owned
electronics wire & cable; Sales and
Administrative Office
Venlo, The Netherlands Manufacturing - electrical and 585,000 Owned
electronics wire & cable and fiber optics
cable; Distribution Center; and Sales and
Administrative Office
3. Used by the Communications business segment:
OWNED
SQUARE OR
LOCATION FACILITY TYPE FEET LEASED
-------- ------------- --------- ------
Phoenix, Arizona Manufacturing - Communications 1,300,000 Owned
and networking wire & cable; Sales
and Administrative Office and
Distribution Center
Manchester, United Kingdom Manufacturing - Communications wire & 282,000 Owned
cable; Sales and Administrative Office
and Distribution Center
The Company believes its physical facilities are suitable for their present and
intended purposes and adequate for the Company's current level of operations.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings and administrative actions
which are incidental to the operations of the Company. In the opinion of the
Company's management, such proceedings and actions should not, individually or
in the aggregate, have a material adverse effect on the Company's results of
operations or financial condition.
See "Item 1. Business - Environmental Matters" regarding certain proceedings
arising under environmental laws.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no matters
were submitted to a vote of security holders of the Company.
13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
At March 18, 2002, there were 876 record holders of Common Stock of Belden Inc.
Belden's common stock is traded on the New York Stock Exchange (NYSE), under the
symbol "BWC". The Company anticipates that comparable cash dividends will
continue to be paid in the forseeable future.
Common Stock Prices and Dividends
2001 (BY QUARTER)
-------------------------------------------------------------------
1 2 3 4
------- ------- ------- -------
DIVIDENDS PER COMMON SHARE $.05 $.05 $.05 $.05
COMMON STOCK PRICES:
HIGH 28.69 26.90 27.00 24.70
LOW 19.30 17.00 15.95 17.10
____________________________________________________________________________________________________
2000 (by quarter)
-------------------------------------------------------------------
1 2 3 4
------- ------- ------- -------
Dividends per common share $.05 $.05 $.05 $.05
Common stock prices:
High 29.00 30.38 28.50 26.75
Low 19.19 23.50 22.00 19.50
____________________________________________________________________________________________________
14
ITEM 6. SELECTED FINANCIAL DATA
(in thousands, except per share amounts and number of employees)
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Income statement data:
Revenues $ 939,988 $ 1,135,336 $ 818,614 $ 664,148 $ 676,898
Operating earnings 60,256 103,985 79,890 65,802 104,309
Income from continuing operations before
cumulative effect of change in accounting
principle 31,209 52,843 40,991 35,927 60,024
Diluted earnings per share from continuing
operations before cumulative effect of
change in accounting principle 1.26 2.14 1.68 1.40 2.28
Diluted earnings per share 1.25 2.14 1.47 1.35 2.30
- --------------------------------------------------------------------------------------------------------------------------
Balance sheet data:
Total assets $ 722,690 $795,768 $ 712,464 $ 500,472 $ 475,129
Long-term debt 234,703 272,630 283,817 162,850 124,047
Other long-term obligations 96,926 88,246 61,334 44,155 39,051
Stockholders' equity 314,245 287,669 247,527 219,667 228,954
- --------------------------------------------------------------------------------------------------------------------------
Other data:
Average number of employees 5,500 5,800 4,500 3,400 3,300
Dividends per common share $ .20 $ .20 $ .20 $ .20 $ .20
- --------------------------------------------------------------------------------------------------------------------------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis, as well as the accompanying Consolidated
Financial Statements and related notes, will aid in the understanding of the
Company's results of operations as well as its financial position, cash flows,
indebtedness and other key financial information. The following discussion may
contain forward-looking statements. In connection therewith, please see the
cautionary statements contained herein, which identify important factors that
could cause actual results to differ materially from those in the
forward-looking statements.
15
CONSOLIDATED OPERATING RESULTS
The following table sets forth information comparing 2001 consolidated operating
results with 2000 and 1999.
Years Ended December 31, 2001 2000 1999
- ------------------------ -------- ---------- --------
(in thousands)
Revenues $939,988 $1,135,336 $818,614
Gross profit 168,906 231,587 179,632
Operating earnings 60,256 103,985 79,890
Interest expense 18,585 20,107 14,042
Income from continuing operations before taxes and cumulative
effect of change in accounting principle 42,871 83,878 65,848
Income from continuing operations before cumulative
effect of change in accounting principle 31,209 52,843 40,991
Income before cumulative effect of change in
accounting principle 31,209 52,843 35,930
Net income 30,958 52,843 35,930
- ------------------------------------------------------------------------------------------------------------------
BUSINESS SEGMENTS
The Company conducts its operations through two business segments - the
Electronics segment and the Communications segment. The Electronics segment
designs, manufactures and markets metallic and fiber optic wire and cable
products with communications, entertainment, industrial and networking
applications. These products are sold primarily through distributors. The
Communications segment designs, manufactures and markets metallic cable products
primarily with communications and networking applications. These products are
sold chiefly to Local Exchange Carriers (LECs) either directly or through
value-added resellers (VARs) designated by the LECs.
The following table sets forth information comparing 2001 Electronics segment
operating results with 2000 and 1999.
Years Ended December 31, 2001 2000 1999
- ------------------------ -------- --------- --------
(in thousands)
Revenues $622,793 $790,396 $695,316
Operating earnings 61,925 97,410 79,651
As a percent of revenues 9.9% 12.3% 11.5%
- -----------------------------------------------------------------------------------------------------------------
16
The Communications segment was created with the acquisition of Cable Systems
Holding Company (CSH) and its subsidiary, Cable Systems International Inc.
(CSI), on June 28, 1999. The following table sets forth information comparing
2001 Communications segment operating results with 2000 and 1999.
Years Ended December 31, 2001 2000 1999
- ------------------------ --------- --------- --------
(In thousands)
Revenues $337,322 $379,936 $132,103
Operating earnings 6,283 16,683 4,673
As a percent of revenues 1.9% 4.4% 3.5%
- ----------------------------------------------------------------------------------------------------------------
ACQUISITIONS
Belden made no acquisitions during 2001. During 2000 and 1999, Belden acquired
the entities described below. Each of these acquisitions was accounted for under
the purchase method of accounting. Operating results of each acquisition are
included in the Company's consolidated results since its respective acquisition
date and may affect comparability of the results of continuing operations
between years.
On April 3, 2000, Belden purchased certain assets and assumed certain
liabilities of the metallic communications cable operations of Corning
Communications Limited in Manchester, United Kingdom (Manchester). Manchester
manufactures and markets metallic cable products primarily for the British
communications market. Operating results for Manchester have been included in
the results of continuing operations for the Communications segment since the
acquisition date.
On October 25, 1999, the Company purchased Dorfler Kabelwerk GmbH (Dorfler) in
Klosterneuberg, Austria, and Duna Kabel Kft. (Duna) in Budapest, Hungary.
Dorfler and Duna manufacture and market copper communication and specialty
electronics cables for the communications and industrial markets. Operating
results for Dorfler and Duna have been included in the results of continuing
operations for the Electronics segment since the acquisition date.
On June 28, 1999, Belden acquired all of the outstanding shares of CSH and its
subsidiary, CSI, in Phoenix, Arizona. CSI manufactures and markets copper cable
products used mainly for communications applications in the United States.
Operating results for CSI have been included in the results of continuing
operations for the Communications segment since the acquisition date.
RESULTS OF OPERATIONS -
2001 COMPARED WITH 2000
Revenues
Revenues decreased 17.2% to $940.0 million in the year ended December 31, 2001
from $1,135.3 million in the year ended December 31, 2000 as reduced sales
volume and unfavorable currency translation on international revenues were only
partially offset by increased pricing and the inclusion for the full year of
revenues generated by Manchester, acquired during 2000.
Decreased unit volume contributed 18.0 percentage points of revenue decline.
Excluding the impact of the Manchester acquisition, the Company experienced
sales volume decreases in all of its product offerings due primarily to the
downturn in both the United States and European economies and the lack of
significant purchases during the year by a major private-label customer
obligated under a "take-or-pay" contract to purchase approximately $60 million
of product during the year.
Unfavorable foreign currency translation on international revenues accounted for
1.0 percentage point of revenue decline. The euro, British pound, Australian
dollar and Canadian dollar decreased from average exchange values of $0.92,
$1.52, $0.58 and $0.67, respectively, in 2000 to $0.90, $1.44, $0.52 and $0.65,
respectively, in 2001.
17
A modest net increase in product pricing offset the negative impact that reduced
unit sales volume and currency translation had on revenue comparisons by 0.2
percentage points. This increase in product pricing represented the current-year
net impact of sales price increases implemented in prior periods. These
increases were partially offset by sales price reductions implemented on certain
networking products in 2001.
The inclusion for the full year of revenues generated by Manchester, acquired in
2000, also partially offset the negative impact that sales volume and currency
translation had on revenue comparisons by 1.6 percentage points.
Revenues in the United States, representing approximately 66% of the Company's
total revenues for the year ended December 31, 2001, declined by 20% compared to
revenues for 2000. This decline was attributed primarily to reduced demand for
Electronics segment products. United States revenues generated from the sale of
Electronics segment products during 2001 declined by 26% from revenues generated
during 2000. Revenues generated in the United States from the sale of
Communications segment products during the year ended December 31, 2001
decreased 9% compared to the same period in 2000.
Revenues in Europe represented approximately 21% of the Company's total revenues
for the year ended December 31, 2001. European revenues generated during 2001
decreased by 11% compared to revenues generated during 2000. Absent the
inclusion for the full year of revenues generated by Manchester, acquired in
2000, European revenues for 2001 would have decreased by 19% compared to
revenues in 2000. Unfavorable currency translation accounted for approximately 3
percentage points of the decline. The remainder of the decline, approximately 16
percentage points, represented lower local demand for both Electronics segment
and Communications segment products.
Revenues from the rest of the world, representing approximately 13% of the
Company's total revenues for the year ended December 31, 2001, declined by 11%
from 2000. This decline reflected lower demand in Canada and Latin America and
unfavorable currency translation that was partially offset by increased revenues
in the Asia/Pacific markets.
COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the 2001 components of
earnings with 2000.
% Decrease
2001 Compared
Years Ended December 31, 2001 2000 with 2000
- ----------------------- ---- ---- --------
(in thousands, except % data)
Gross profit $168,906 $231,587 (27.1)%
As a percent of revenues 18.0% 20.4%
Operating earnings $ 60,256 $103,985 (42.1)%
As a percent of revenues 6.4% 9.2%
Income from continuing operations before taxes and
cumulative effect of change in accounting principle $ 42,871 $ 83,878 (48.9)%
As a percent of revenues 4.6% 7.4%
Net income $ 30,958 $ 52,843 (41.4)%
As a percent of revenues 3.3% 4.7%
Gross profit decreased 27.1% to $168.9 million in the year ended December 31,
2001 from $231.6 million in the year ended December 31, 2000 due primarily to
lower sales volumes. This decline was partially offset by both the current-year
impact of sales price increases implemented on certain telecom, specialty
electronics, broadcast and entertainment products in prior periods and the
impact of material, labor and overhead cost
18
reductions. Gross profit as a percent of revenues declined by 2.4 percentage
points from the prior year as the Company's currently lower-margin
Communications segment represented a larger share of total operations in 2001
than it did in 2000 due to the Manchester acquisition in the second quarter of
2000.
Operating earnings decreased 42.1% to $60.3 million in the year ended December
31, 2001 from $104.0 million in the year ended December 31, 2000 due primarily
to lower gross profit and an $8.4 million bad debt related to a financially
troubled VAR. This was partially offset by the Company's recognition of $8.3
million in other operating earnings for compensation due under a "take-or-pay"
contract from a major private-label customer. Selling, general and
administrative expenses increased to 12.4% of revenues in 2001 from 11.2% of
revenues in 2000 due to this doubtful account. Operating earnings as a percent
of revenues declined by 2.8 percentage points from the prior year due to the
impact of the Company's currently lower-margin Communications segment.
Income from continuing operations before taxes and cumulative effect of change
in accounting principle decreased 48.9% to $42.9 million in the year ended
December 31, 2001 from $83.9 million in the year ended December 31, 2000 due
primarily to lower operating earnings that were only partially offset by the
pretax gain of $1.2 million recognized on the Company's sale of its ownership
interest in a medical wire joint venture during the first quarter of 2001 and by
decreased interest expense. Interest expense decreased 7.6% to $18.6 million in
2001 from $20.1 million in 2000 despite marginally higher interest rates due to
lower average borrowings. Average debt outstanding during 2001 and 2000 was $262
million and $302 million, respectively. The Company's average interest rate was
7.3% in 2001 compared to 6.8% in 2000.
The net tax expense of $11.7 million in the year ended December 31, 2001
reflected the favorable resolution of a prior-period tax contingency of $2.3
million and a reduction in the effective annual income tax rate from 37.0% to
32.5%. The lower effective tax rate was due primarily to the relative benefit of
permanent deductions to a smaller pretax earnings amount ($42.9 million in 2001
compared to $83.9 million in 2000). In addition, in the first quarter of 2001,
the Company determined under Accounting Principles Board Opinion (APB) No. 23,
Accounting for Income Taxes - Special Areas, that undistributed earnings from
its European and Australian subsidiaries would not be remitted to the United
States in the foreseeable future and, therefore, no additional provision for
United States taxes was made.
Net income decreased 41.4% to $31.0 million in the year ended December 31, 2001
from $52.8 million in the year ended December 31, 2000 due mainly to lower
income from continuing operations before taxes and cumulative effect of change
in accounting principle and the cumulative effect of the Company's adoption of
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activity, on January 1, 2001. This decline
was partially offset by the lower effective tax rate.
ELECTRONICS SEGMENT
Revenues decreased 21.2% to $622.8 million for the year ended December 31, 2001
from $790.4 million for the year ended December 31, 2000. This decrease was due
primarily to weakening demand for the Company's broadband, networking, specialty
electronics and entertainment/OEM products resulting from the downturn in both
the United States and European economies and the negative effect of currency
translation on international revenues. This decrease was partially offset by the
current-year impact of sales price increases implemented on certain telecom,
specialty electronics, broadcast and entertainment products in prior periods and
strong demand for the segment's broadband products in the Asia/Pacific markets.
Operating earnings decreased 36.4% to $61.9 million for the year ended December
31, 2001 from $97.4 million for the year ended December 31, 2000. As a percent
of net revenues, operating earnings decreased to 9.9% for the year ended
December 31, 2001 from 12.3% for the same period in 2000. These results
reflected the segment's unfavorable leveraging of its fixed costs on a lower
revenue base partially offset by the current-year impact of sales price
increases implemented on certain product lines in prior periods.
19
COMMUNICATIONS SEGMENT
The Communications segment recorded revenues of $337.3 million for the year
ended December 31, 2001, an 11.2% decrease from revenues of $379.9 million for
the year ended December 31, 2001. This decrease represented the lack of sales
during the year to the private-label customer under the "take-or-pay" contract
partially offset by the inclusion for the full year of revenues generated by
Manchester, acquired in 2000.
Operating earnings decreased 62.3% to $6.3 million for the year ended December
31, 2001 from $16.7 million for the year ended December 31, 2000. Operating
earnings as a percent of net revenues decreased to 1.9% in the year ended
December 31, 2001 from 4.4% in 2000. These results reflected an $8.4 million bad
debt related to a financially troubled VAR that was partially offset by the
positive impact of material cost reduction initiatives and the Company's
recognition of $8.3 million in other operating earnings for compensation due
under a "take-or-pay" contract from a major private-label customer.
RESULTS OF OPERATIONS -
2000 COMPARED WITH 1999
Revenues
Revenues increased 38.7% to $1,135.3 million in the year ended December 31, 2000
from $818.6 million in the year ended December 31, 1999. Revenue growth came
from a variety of sources.
Two-thirds of the revenue growth resulted from the impact of acquisitions. The
inclusion for the full year of revenues generated by CSI, Dorfler and Duna, all
acquired in 1999, contributed approximately 16.8% of this increase. The
acquisition of Manchester in 2000 contributed 8.3% of revenue growth.
The Company also experienced volume growth on all of its product offerings.
These volume gains contributed 14.7% of the revenue growth. The volume growth
represented a combination of increased customer demand, market penetration and
special projects such as the 2000 Sydney Olympics and the Republican and
Democratic National Conventions. Offsetting these volume increases was a
decrease in revenues resulting from the Company's exit of the molded cable
assemblies business in early 2000.
The Company experienced some strengthening in price on its specialty
electronics, broadcast and entertainment products. Pricing actions on these
products and the impact of higher average copper prices resulted in 2.6% of the
increase in revenues. These increases were partially offset by lower prices for
plastic insulated cable products.
Offsetting the positive impact that acquisitions, volume and pricing had on
revenue comparisons was unfavorable foreign currency translation on
international revenues. The decline of the euro and Australian dollar from
average exchange values of $1.07 and $0.65, respectively, in 1999 to $0.92 and
$0.58, respectively, in 2000 accounted for a 2.7% decrease in revenues.
Revenues in the United States, representing 69% of the Company's total revenues
for the year ended December 31, 2000, increased by 39% compared to revenues for
the year ended December 31, 1999. This improvement resulted from increased sales
of both Electronics segment and Communications segment products. United States
revenues generated from the sale of Electronics segment products during 2000
increased by 15% from revenues generated in 1999. Revenues generated in the
United States from the sale of Communications segment products during 2000
increased by 123% from revenues generated in 1999. The inclusion for a full year
of revenues generated by CSI, acquired in 1999, contributed 83 percentage points
of this increase.
Revenues in Europe represented 20% of the Company's total revenues for the year
ended December 31, 2000. European revenues increased by 64% from revenues
generated during 1999. The inclusion for a portion of the year of revenues
generated by Manchester, acquired in 2000, contributed 51 percentage points of
this increase. Local currency revenues generated from the sale of Electronics
segment products during 2000 increased by 30% from revenues generated in 1999.
Approximately 13 percentage points of this increase resulted from the inclusion
20
for the full year of revenues generated by Duna and Dorfler, both acquired in
1999. This favorable revenue comparison was partially offset by the unfavorable
impact of currency translation.
Revenues from the rest of the world, representing 11% of the Company's total
revenues for 2000, increased by 9% from revenues generated in 1999. This
improvement represented increased demand in Canada, Latin America and the
Asia/Pacific markets that was partially offset by the unfavorable impact of
currency translation.
COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the 2000 components of
earnings with 1999.
% Increase
2000 Compared
Years Ended December 31, 2000 1999 with 1999
- ------------------------ ---- ---- -------------
(in thousands, except % data)
Gross profit $231,587 $179,632 28.9%
As a percent of revenues 20.4% 21.9%
Operating earnings $103,985 $ 79,890 30.2%
As a percent of revenues 9.2% 9.8%
Income from continuing operations before taxes and
cumulative effect of change in accounting principle $ 83,878 $ 65,848 27.4%
As a percent of revenues 7.4% 8.0%
Net income $ 52,843 $ 35,930 47.1%
As a percent of revenues 4.7% 4.4%
Gross profit increased 28.9% to $231.6 million in the year ended December 31,
2000 from $179.6 million in the year ended December 31, 1999 due primarily to
increased sales volume and secondarily to improved profitability within the
Electronics segment. This improvement represented positive pricing actions taken
on certain specialty electronics, broadcast and entertainment product lines
during the year, the impact of material cost reductions in the Americas, the
impact of lower overhead costs associated with prior-year plant consolidations
and a continuing mix shift toward higher-bandwidth, higher-margin products.
Gross profit as a percent of revenues declined by 1.5 percentage points from the
prior year as the improved profitability in the Electronics segment was offset
by the full-year impact of the Company's currently lower-margin Communications
segment.
Operating earnings increased 30.2% to $104.0 million in the year ended December
31, 2000 from $79.9 million in the year ended December 31, 1999 due primarily to
higher gross profit. Also contributing to this increase was an improvement in
selling, general and administrative expenses to 11.2% of revenues in 2000 from
12.2% of revenues in 1999. This improvement reflects the favorable leveraging of
such costs despite increased employee benefits costs and an increase in bad debt
expense related to a failed North American distributor. Operating earnings as a
percent of revenues declined by 0.6 percentage points from the prior year.
Income from continuing operations before taxes and cumulative effect of change
in accounting principle increased 27.4% to $83.9 million in the year ended
December 31, 2000 from $65.8 million in the year ended December 31, 1999 due
chiefly to higher operating earnings. The higher operating earnings were
partially offset by increased interest expense. Interest expense increased 43.2%
to $20.1 million in 2000 from $14.0 million in 1999 due to greater borrowings at
marginally higher interest rates. Average debt outstanding during 2000 and 1999
was $302 million and $229 million, respectively. The Company's average interest
rate was 6.8% in 2000 compared to 6.4% in 1999.
The Company's effective tax rate was 37.0% and 37.8% in 2000 and 1999,
respectively. The decrease is the result of various tax-saving strategies
implemented during the year.
21
Electronics Segment
Revenues increased 13.7% to $790.4 million for the year ended December 31, 2000
from $695.3 million for the year ended December 31, 1999. Approximately 2.7% of
this increases came from the inclusion for the full year of revenues generated
by Dorfler and Duna, both acquired in 1999. The remaining 11.0% reflects strong
organic growth in all of the segment's product offerings. Broadband, wireless
coaxial, and high-bandwidth fiber optic products drove increases in revenues
from products with communications applications. Broadcast applications to
support the conversion from analog-signal to digital-signal technology led
growth in the entertainment market. Strong demand from the semiconductor
industry and from factory floor automation projects accounted for increased
revenues from the segment's specialty electronics products. The growth in demand
for high-performance data cables fueled increases in revenues from products with
networking applications. The unfavorable impact of foreign currency translation
partially offset the impact of increased demand for the segment's products.
A North American distributor that purchased product from the Company sought
insolvency protection late in the year. The Company reserved in its financial
statements the amount it anticipated would be uncollected for prior sales made
to the distributor.
Operating earnings increased 22.3% to $97.4 million for the year ended December
31, 2000 from $79.7 million for the year ended December 31, 1999. As a percent
of revenues, they increased to 12.3% from 11.5%. These results reflected the
effects of the continuing shift toward higher-margin, high-bandwidth products, a
somewhat more favorable pricing environment and a favorable leveraging of
production period costs.
Communications Segment
The segment recorded revenues of $379.9 million for the year ended December 31,
2000, an increase from 1999 revenues of $132.1 million. The majority of this
increase resulted from the inclusion for the full year of revenues generated by
CSI, acquired in 1999, and for a portion of the year of revenues generated by
Manchester, acquired in 2000. The increase also reflected the impact of the
Company's success in securing additional business during the year in its U.S.
operations.
Operating earnings increased to $16.7 million for the year ended December 31,
2000 from $4.7 million for the year ended December 31, 1999. Operating earnings
as a percent of revenues increased to 4.4% in 2000 from 3.5% in 1999. These
results reflected the positive impact of material cost reduction initiatives as
well as reductions in selling, general and administrative spending partially
offset by new employee training costs incurred to meet the production
requirements of the additional business acquired during the year and lower
prices for plastic insulated cable products related to the LEC contract award.
FINANCIAL CONDITION
Liquidity and Capital Resources
The Company's sources of cash liquidity included cash and cash equivalents, cash
from operations and amounts available under credit facilities. The Company
believes that these sources are sufficient to fund the current requirements of
working capital, capital expenditures, dividends, and other financial
commitments.
The following table summarizes the Company's cash flows from operating,
investing and financing activities as reflected in the Consolidated Cash Flow
Statements.
SUMMARIZED CASH FLOW STATEMENTS
Years Ended December 31, 2001 2000 1999
- ------------------------ --------- -------- ---------
(in thousands)
Net cash provided by (used in)
Operating activities $ 72,744 $ 59,798 $ 67,262
Investing activities (35,425) (47,523) (193,103)
Financing activities (42,015) (8,637) 126,622
22
Years Ended December 31, 2001 2000 1999
- ------------------------ --------- --------- ---------
(in thousands)
Effect of exchange rate changes on cash
and cash equivalents 99 (116) (198)
--------- --------- ---------
Increase (decrease) in cash and cash
equivalents $ (4,597) $ 3,522 $ 583
========= ========= =========
NET CASH PROVIDED BY OPERATING ACTIVITIES
Years Ended December 31, 2001 2000 1999
- ------------------------ -------- -------- --------
(in thousands)
Income from continuing operations before
cumulative effect of change in accounting
principle $ 31,209 $ 52,843 $ 40,991
Depreciation and amortization 40,292 37,535 30,358
Deferred income taxes, net 9,644 6,719 5,577
Gain on business divestiture (1,200) -- --
Other, net 508 -- --
Change in operating assets and liabilities,
net (7,709) (37,299) (3,289)
-------- -------- --------
Net cash provided by continuing operations 72,744 59,798 73,637
Net cash used in discontinued operations -- -- (6,375)
-------- -------- --------
Net cash provided by operating activities $ 72,744 $ 59,798 $ 67,262
======== ======== ========
Net cash provided by continuing operations in 2001 totaled $73 million and
included a net change in operating assets and liabilities resulting from lower
inventories and accounts receivable that were partially offset with increased
taxes receivable as well as decreased accounts payable and accrued liabilities.
During 2000, cash flow from operations totaled $60 million. Operating assets and
liabilities consumed $37 million of funds, principally through net increases in
accounts receivable and inventory that were partially offset with an increase in
accounts payable and accrued expenses. Cash consumed by the discontinued
operations in 1999 reflects the net results of the cord products operations
prior to the disposition of the business.
NET CASH USED IN INVESTING ACTIVITIES
Years Ended December 31, 2001 2000 1999
- ------------------------ --------- --------- ---------
(in thousands)
Capital expenditures $ (37,072) $ (34,130) $ (24,863)
Cash used to acquire businesses -- (15,485) (197,557)
Proceeds from business divestiture 1,400 -- 27,433
Proceeds from disposal of property 247 2,092 1,884
--------- --------- ---------
Net cash used in investing activities $ (35,425) $ (47,523) $(193,103)
========= ========= =========
23
CAPITAL EXPENDITURES
Years Ended December 31, 2001 2000 1999
- ------------------------ ------- ------- -------
(in thousands)
Capacity modernization and enhancement $22,424 $11,861 $11,657
Capacity expansion 8,729 15,054 5,846
Other 5,919 7,215 7,360
------- ------- -------
$37,072 $34,130 $24,863
======= ======= =======
Capital expenditures during 2001, 2000 and 1999 were approximately 3.9%, 3.0%
and 3.0% of total revenues, respectively. The increase in investment during 2001
was utilized principally for maintaining and enhancing existing production
capabilities. In 2000, approximately 44% of capital expenditures were utilized
for capacity expansion.
In 2000, the Company acquired the metallic communications cable operations of
Corning Communications Limited in Manchester, United Kingdom for cash of
approximately $15 million. During 1999, the Company acquired the operations of
Dorfler Kabelwerk GmbH in Klosterneuberg, Austria and Duna Kabel Kft. in
Budapest, Hungary for $17 million in cash. Additionally, the Company acquired
Cable Systems Holding Company and its operating subsidiary, Cable Systems
International Inc. Cash consideration for the purchase was approximately $180
million.
Proceeds from business divestiture in 2001 resulted from the sale of the
Company's interest in MCTEC B.V. in Venlo, Netherlands. In 1999, the Company
sold its cord products business and received approximately $27 million.
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
Years Ended December 31, 2001 2000 1999
- ------------------------ --------- --------- ---------
(in thousands)
Net borrowings (payments) under long-term
credit facility and credit agreements $ (38,635) $ (4,609) $ 5,501
Proceeds from private placement of debt -- -- 125,000
Proceeds from exercise of stock options 1,515 852 1,003
Cash dividends paid (4,895) (4,880) (4,882)
--------- --------- ---------
Net cash provided by (used in) financing
activities $ (42,015) $ (8,637) $ 126,622
========= ========= =========
During 2001, the Company repaid approximately $39 million of debt. The
repayments were funded primarily by cash flow from operations. Dividends of
$0.20 per share were paid to shareholders.
In 1999, the proceeds of the private placement debt were utilized to finance the
acquisition of CSI. The debt was issued in tranches of $64 million, $44 million
and $17 million that will mature in 2004, 2006 and 2009, respectively.
24
Borrowings and other contractual obligations have the following scheduled
maturities.
BORROWINGS AND CONTRACTUAL OBLIGATIONS
Payments Due by Period
----------------------------------------------------
Less than 1-2 3-4 After
December 31, 2001 Total 1 year years years 4 years
- ----------------- -------- --------- -------- -------- --------
(in thousands)
Long-term debt (1) $234,703 $34,703 $64,000 $74,000 $62,000
Capital lease obligations -- -- -- -- --
Operating leases 8,278 3,989 3,394 745 150
Unconditional purchase obligations 2,100 2,100 -- -- --
Other long-term obligations -- -- -- -- --
-------- ------- ------- ------- -------
Total contractual cash obligations $245,081 $40,792 $67,394 $74,745 $62,150
======== ======= ======= ======= =======
- ---------------
(1) At December 31, 2001, the borrowings due in less than 1 year were
reclassified to long-term debt, reflecting the Company's intention and
ability to refinance the amounts during the next year on a long-term basis.
Other commercial commitments consist of a new credit agreement with a group of 7
banks executed in June 2001 (New Credit Agreement). The New Credit Agreement
provides for an aggregate $150 million unsecured, variable-rate and revolving
credit facility expiring in June 2004.
OTHER COMMERCIAL COMMITMENTS
Amount of Commitment Expiration Per Period
------------------------------------------------------
Less than 1-2 3-4 After
December 31, 2001 Total 1 year years years 4 years
- ----------------- -------- --------- -------- -------- --------
(in thousands)
Lines of credit $150,000 $ -- $ -- $150,000 $ --
Standby letters of credit 7,258 7,258 -- -- --
Guarantees 109 109 -- -- --
Standby repurchase obligations -- -- -- -- --
Other commercial commitments -- -- -- -- --
-------- ------ -------- -------- --------
Total commercial commitments $157,367 $7,367 $ -- $150,000 $ --
======== ====== ======== ======== ========
Working Capital
December 31, 2001 2000
- --------------- -------- --------
(in thousands, except current ratio)
Current assets
Cash and cash equivalents $ 2,799 $ 7,396
Receivables, net 105,865 156,195
Inventories 154,207 175,331
Income taxes receivable 14,527 --
Deferred income taxes 7,078 12,535
Other current assets 2,470 3,116
-------- --------
Total current assets $286,946 $354,573
Current liabilities
Accounts payable and accrued liabilities $ 76,816 $142,871
Income taxes payable -- 4,352
-------- --------
Total current liabilities $ 76,816 $147,223
-------- --------
Working capital $210,130 $207,350
Current ratio(1) 3.74 2.41
======== ========
- ---------------
(1) Total current assets divided by total current liabilities
25
Current assets decreased $68 million, or 19%, from $355 million at December 31,
2000 to $287 million at December 31, 2001. Receivables decreased $50 million due
to reduced sales volume in 2001 and the addition of an $8 million account
receivable from a financially troubled VAR to the allowance for doubtful
accounts. Inventories decreased $21 million due to inventory reduction efforts
implemented by the Company in response to reduced product demand. The increase
in income taxes receivable was due to the utilization of tax net operating loss
carrybacks to prior periods and estimated interim tax payments made in excess of
actual annual amounts due.
Current liabilities decreased $70 million, or 48%, from $147 million at December
31, 2000 to $77 million at December 31, 2001. Accounts payable and accrued
liabilities decreased $66 million due to reduced production and purchasing
levels within the Company, biennial settlement of the employee stock purchase
plan and payment of escrowed funds owed to the former shareholders of CSI.
The Company's current ratio increased from 2.41 at December 31, 2000 to 3.74 at
December 31, 2001.
Long-lived Assets
December 31, 2001 2000
- ----------------- -------- --------
(in thousands)
Property, plant and equipment, net $355,852 $355,415
Goodwill, net 74,016 80,552
Other long-lived assets 5,876 5,228
-------- --------
$435,744 $441,195
======== ========
Long-lived assets decreased $5 million, or 1%, from $441 million at December 31,
2000 to $436 million at December 31, 2001. Property, plant and equipment, net
includes the undepreciated acquisition cost of the Company's land and land
improvements, buildings and leasehold improvements and machinery and equipment.
Goodwill, net consists of the unamortized difference between the aggregate
purchase price of acquired businesses taken as a whole and the fair market value
of the identifiable net assets of those acquired businesses.
Capital Structure
December 31, 2001 2000
- ----------------- -------------------- --------------------
Amount Percent Amount Percent
-------- ------- -------- -------
(in thousands)
Long-term debt $234,703 42.8% $272,630 48.7%
Stockholders' equity 314,245 57.2 287,669 51.3
-------- ----- -------- -----
$548,948 100.0% $560,299 100.0%
======== ===== ======== =====
The Company's capital structure consists primarily of long-term debt and
stockholders' equity. The capital structure decreased $11 million due
principally to a reduction in long-term debt that was partially offset by an
increase in stockholders' equity.
The Company had privately-placed debt of $200 million outstanding at December
31, 2001. Details regarding maturities and interest rates are shown below.
Effective
Principal Maturity Interest
Note Series Balance Date Rate
- ----------- ----------- ---------- ---------
Senior Notes, Series 1997-A $75,000,000 08/11/2009(1) 6.92%
Senior Notes, Series 1999-A 64,000,000 09/01/2004 7.60%
Senior Notes, Series 1999-B 44,000,000 09/01/2006 7.75%
Senior Notes, Series 1999-C 17,000,000 09/01/2009 8.06%
- ---------------
(1) The Senior Notes, Series 1997-A include an amortizing maturity feature. The
Company is required to repay $15 million in principal per annum beginning
August 11, 2005.
26
The agreements for these private placements contain affirmative and negative
covenants, including maintenance of minimum net worth and maintenance of a
maximum ratio of debt to total capitalization.
The Company entered into the New Credit Agreement in June 2001. The New Credit
Agreement provides for an aggregate $150 million unsecured, variable-rate and
revolving credit facility expiring in June 2004. The New Credit Agreement
contains affirmative and negative covenants, including maintenance of a maximum
debt-to-total-capitalization ratio, maintenance of a minimum interest coverage
ratio and maintenance of minimum consolidated tangible net worth.
The New Credit Agreement replaced the $200 million credit agreement dated
November 1996 between the Company and a group of 7 banks that would have expired
in November 2001 (Old Credit Agreement). The Company cancelled the Old Credit
Agreement in June 2001. At December 31, 2001, the Company had no outstanding
borrowings under the New Credit Agreement. The Company also had unsecured,
uncommitted arrangements with 8 banks under which it may borrow up to $105
million at prevailing interest rates. At December 31, 2001, the Company had $35
million outstanding borrowings under these arrangements with an average interest
rate of 2.98%. At December 31, 2001, short-term borrowings of $35 million under
these arrangements were reclassified to long-term debt, reflecting the Company's
intention and ability to refinance the amounts during the next year on a
long-term basis.
During the year ended December 31, 2001, the Company decreased total outstanding
debt by $38 million, or 14%, with cash provided by operations and certain other
investing and financing activities. The Company's debt-to-total-capitalization
ratio decreased from 48.7% at December 31, 2000 to 42.8% at December 31, 2001.
Stockholders' equity increased by $27 million, or 9%, due primarily to net
earnings less dividends of $26 million and a $10 million reduction of common
stock held in treasury as a result of stock option and stock purchase plan
settlement activity that was only partially offset by a reduction in additional
paid-in capital and increases in both accumulated other comprehensive loss and
unearned deferred compensation.
EFFECTS OF INFLATION
During the years presented, inflation had a relatively minor effect on the
Company's results of operations. In recent years, the United States rate of
inflation has been relatively low. In addition, because the Company's
inventories are valued primarily on the LIFO method, current inventory costs are
matched against current sales so that increases in costs are reflected in
earnings on a current basis.
ENVIRONMENTAL REMEDIATION
The Company has been identified as a potentially responsible party with respect
to 4 sites designated for remediation under the Comprehensive Environmental
Response, Compensation and Liability Act or similar state laws. The Company does
not own or operate any of these waste sites. Although estimates of cleanup costs
have not yet been completed for these sites, the Company believes that, based on
its review and other factors, including its estimated share of the waste volume
at the sites, the existence of other financially viable, potentially responsible
parties and the anticipated nature and scope of the remediation, the costs to
the Company relating to these sites will not have a material adverse effect on
its results of operations or financial condition. Ground water contamination has
been identified on the site of the Venlo, Netherlands manufacturing facility,
which the Company acquired in 1995. The Company has recorded a liability for the
remediation costs, which are currently estimated at approximately $1 million.
27
EURO CONVERSION
In January 1999, certain member countries of the European Union (EU) established
irrevocable, fixed conversion rates between their existing sovereign currencies
(legacy currencies) and a new common currency (euro). These countries introduced
the euro as their common currency over a period ending January 1, 2002 and the
various legacy currencies will become obsolete effective June 30, 2002.
The Company has significant operations in several of the EU countries that
converted to the euro. Therefore, the Company has prepared for the introduction
of the euro for several years. The timing of the Company's retirement of the
legacy currencies has been scheduled so as to comply with various legal
requirements and to facilitate optimal coordination with the plans of vendors,
distributors and customers. Work related to the introduction of the euro and
retirement of the legacy currencies included conversion of information
technology systems; recalculation of currency risk; recalibration of financial
instruments; evaluation and action, if needed, regarding the continuity of
contracts; and modification of processes for preparing tax, accounting, payroll
and customer records.
Based on the work performed to date, the conversion to the euro has not had, nor
is expected to have, a material adverse effect on the results of operations or
financial condition of the Company.
IMPACT OF PENDING ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141, Business Combinations, and SFAS No.
142, Goodwill and Other Intangible Assets effective for fiscal years beginning
after December 15, 2001.
SFAS No. 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. Use of the
pooling-of-interests method is no longer permitted. SFAS No. 141 also includes
guidance on the initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination that is completed after
June 30, 2001.
SFAS No. 142 no longer permits the amortization of goodwill and indefinite-lived
intangible assets. Instead, these assets must be reviewed annually (or more
frequently under certain conditions) for impairment in accordance with this
statement. This impairment test uses a fair value approach rather than the
undiscounted cash flows approach previously required by SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of.
Intangible assets that do not have indefinite lives will continue to be
amortized over their useful lives.
The Company will apply the new rules of accounting under SFAS No. 142 beginning
in the first quarter of 2002. Based on the Company's current levels of goodwill
and indefinite-lived intangible assets, application of the nonamortization
provisions of SFAS No. 142 is expected to result in an approximate $1.4 million
($2.1 million pretax) increase in net income. During 2002, the Company will
perform the required impairment tests on goodwill and indefinite-lived
intangible assets as of January 1, 2002.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment of
Long-Lived Assets, effective for fiscal years beginning after December 15, 2001.
SFAS No. 144 supersedes SFAS No. 121 and certain accounting and reporting
provisions of Accounting Principles Board No. 30, Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
related to the disposal of a segment of a business. Because SFAS No. 121 did not
address the accounting for a segment of a business recognized as a discontinued
operation under APB No. 30, two accounting models existed for long-lived assets
selected for disposition. With the issuance of SFAS No. 144, the Board
established a single accounting model, based on the framework established in
SFAS No. 121, for long-lived assets selected for disposition. The Company will
apply the new rules of accounting under SFAS No. 144 beginning in the first
quarter of 2002.
28
CRITICAL ACCOUNTING POLICIES
Allowance for Doubtful Accounts/Sales Price or Rebate Allowances
The Company evaluates the collectibility of accounts receivable based on
specific identification basis.
The Company grants incentive allowances to selected customers as part of its
sales programs. The incentives are determined based on certain targeted sales
volumes. In certain instances, the Company also grants selected product price
protection allowances. The Company reduces sales revenues where incentives or
allowances are granted.
In circumstances where the Company is aware of a customer's inability or
unwillingness to pay outstanding amounts, the Company records a specific reserve
for bad debts against amounts due to reduce the receivable to its estimated
collectible balance.
The Company recorded bad debt expense of $8.9 million and $5.9 million in 2001
and 2000, respectively. Included in the 2001 expense was $8.4 million for an
individual customer (VAR) of the Communications segment that filed for
bankruptcy. Included in the 2000 expense was $5.1 million for an individual
customer (distributor) of the Electronics segment that filed for bankruptcy.
The allowance for doubtful accounts at December 31, 2001 of $15.3 million
includes reserves to cover the two customer accounts mentioned above. The
Company does not anticipate that any other major customers will be unable to pay
for outstanding receivables.
Slow Moving and Obsolete Inventory Reserves
The Company evaluates the realizability of its inventory on a product-by-product
basis in light of anticipated sales demand. In circumstances where inventory
levels are in excess of anticipated market demand, the Company records a charge
to cost of goods sold and reduces the inventory to its net realizable value.
At December 31, 2001 and 2000, the Company had reserves for slow moving and
obsolete inventory of $10.4 million and $10.8 million, respectively.
Debt Covenants
The Company's debt agreements require the Company to maintain certain financial
ratios and a minimum level of net worth. The Company was in compliance with
these agreements as of December 31, 2001. The Company anticipates the results of
operations will improve for the year ending December 31, 2002 and thereafter and
the likelihood of a material default on its debt agreements is negligible absent
any material negative trend affecting the world economy as a whole. The Company
also believes its lenders would accept modifications or provide waivers to these
agreements if necessary. However, the Company's expectations of future operating
results and continued compliance with its debt agreements cannot be assured and
the lenders' actions are not controllable by the Company.
OUTLOOK
During 2001, the Company experienced the impact of the general slowdown in the
world economy. Accordingly, reduced sales volumes adversely affected the
Company's operating results. As a result, the Company implemented cost-saving
initiatives that included personnel reductions, working capital management and
curtailed capital spending from planned levels. The Company was able to generate
$73 million in cash flow from operations and utilized $39 million of these funds
to reduce outstanding borrowings.
The Company anticipates that market conditions in 2002 for its Communications
segment will include excess production capacity, enhanced sales-price pressures
and continued utilization of thinly capitalized VARs for product distribution.
In addition, the Company's European Communications segment is largely dependent
on one customer in the United Kingdom. The cost-saving initiatives taken during
2001, coupled with continued cost reduction efforts in 2002, reflect the
Company's adjustment of its cost structure to meet market demand.
Market conditions for the Company's Electronics segment are expected to remain
constrained during 2002 and will include excess production capacity. The Company
anticipates continued pricing pressure on products with
29
networking applications and reduced demand for fiber optic products. In early
2002, the Company made further cost and staff reductions commensurate with
anticipated market demand.
The Company anticipates the slowdown will continue into 2002 for most geographic
and market segments. Increases in revenues and operating income will be largely
dependent on the level of investment by the technology and communications
industries and on the timing of any general economic recovery. The Company
currently anticipates a gradual recovery in the latter part of 2002; however,
the Company anticipates that 2002 revenues may be 5 % below those of 2001. The
Company's cost reduction efforts should partly offset the impact of lower
revenues, as they will provide increased operating leverage on lower revenues.
FORWARD-LOOKING STATEMENTS
The statements set forth other than historical facts are forward-looking
statements made in reliance upon the safe harbor of the Private Securities
Litigation Reform Act of 1995. As such, they are based on current expectations,
estimates, forecasts and projections about the industries in which the Company
operates, general economic conditions, and management's beliefs and assumptions.
These statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions, which are difficult to predict. As a
result, the Company's actual results may differ materially from what is expected
or forecasted in such forward-looking statements. The Company undertakes no
obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise, and disclaims any obligation to do so.
The Company's actual results may differ materially from such forward-looking
statements for the following reasons: the general unsettled economic conditions
in the United States and Europe (and the impact such conditions may have on the
Company's sales); increasing price, product and service competition from United
States and international competitors (including new entrants); the credit
worthiness of the Company's customers (including the collectibility of
receivables resulting from sales by the Communications segment to VARs); the
Company's continued ability to introduce, manufacture and deploy competitive new
products and services on a timely, cost-effective basis; the achievement of
lower costs and expenses; the ability to successfully integrate the operations
and businesses of acquired companies (including the Company's achievement of
cost-saving and profit improvement initiatives within its Communications
segment); the ability to transfer production to new facilities; developments in
technology; the threat of displacement from competing technologies (including
wireless and fiber optic technologies); demand and acceptance of the Company's
products by customers and end users; changes in raw material costs and
availability; changes in foreign currency exchange rates; the pricing of the
Company's products; the success of implementing cost-saving programs and
initiatives; reliance on large customers (particularly, the reliance of the
Communications segment on sales to a limited number of large LECs in the United
States and on sales to one large telecommunications company in the United
Kingdom); general industry and market conditions and growth rates; and other
factors noted elsewhere in this Annual Report on Form 10-K and other Securities
Exchange Act filings.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks relating to the Company's operations result primarily from interest
rates, foreign exchange rates and certain commodity prices, as well as
concentrations of credit. Each of these is discussed below.
30
Interest Rate Risk
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates. For the Company's
short-term and long-term debt obligations, the table presents principal cash
flows and average interest rates by expected maturity dates. The table also
presents fair values as of December 31, 2001.
Expected Maturity Dates
------------------------------------------------------------ Fair
2002 2003 2004 2005 2006 Thereafter Value
------- ------- ------- ------- ------- ---------- ------
(in millions, except rates)
Fixed-rate
debt obligations $ 15.0 $ 15.0 $ 45.0 $ 71.2
Average interest rate 6.92% 6.92% 6.92%
Fixed-rate
debt obligations $ 64.0 $ 66.2
Average interest rate 7.60%
Fixed-rate
debt obligations $ 44.0 $ 45.4
Average interest rate 7.75%
Fixed-rate
debt obligations $ 17.0 $ 17.5
Average interest rate 8.06%
Variable-rate debt
obligations $ 34.7 $ 34.7
Average interest rate 2.98%
Foreign Exchange Rate Risk
The following table provides information about the Company's financial
instruments that are sensitive to changes in foreign currency rates. The Company
has certain borrowings under available credit facilities denominated in multiple
foreign currencies in order to align a portion of the Company's borrowings in
the same currencies as those of the anticipated cash flows of its international
operations.
Expected Maturity Dates
------------------------------------------------------------ Fair
2002 2003 2004 2005 2006 Thereafter Value
------- ------- ------- ------- ------- ---------- ------
(in millions, except rates)
Variable-rate euro
debt $ 452 $ 452
Average interest rate 6.64%
Variable-rate Australian
dollar debt $1,162 $1,162
Average interest rate 7.00%
Variable-rate Hungarian
forint debt $ 17 $ 17
Average interest rate 8.25%
Commodity Price Risk
The Company is a purchaser of certain commodities, primarily copper. The Company
uses fixed-price purchase commitments to reduce the effect of changing commodity
prices over the time frame required to
31
reflect cost changes in sales price for the Company's products. The Company does
not speculate on commodity prices. The following table presents the purchase
commitments by the notional amount in pounds, the weighted average contract
price, and total dollar amounts by expected maturity date. In addition, the
table presents the physical inventory of copper at December 31, 2001 by the
amount of pounds held at average cost. The fair value of purchase commitments
and physical inventory as of December 31, 2001 is also presented.
Expected
Maturity Dates
------------------- Fair
2002 2003 Value
------- ------- -------
(in millions, except average price)
Purchase commitments
Commitment volume (pounds) 2.8 --
Weighted average price (per pound) $0.7439 --
Commitment amounts $ 2.1 -- $ 1.8
On-hand copper rod at December 31, 2001
Pounds on hand 2.3 --
Weighted average price (per pound) $0.6783 --
Total value on hand $ 1.6 -- $ 1.5
Credit Risk
The Company sells its products to many customers in several markets across
multiple geographic areas. Certain customers, primarily the larger distributors
and communications companies, constitute in aggregate approximately 56% and 51%
of revenues in 2001 and 2000, respectively. During 2001, the Company recorded
total bad debt expense of $8.9 million. Included in this amount was $8.4 million
related to a single financially troubled VAR that purchased Communications
segment products. During 2000, the Company recorded total bad debt expense of
$5.9 million. Included in this amount was $5.1 million related to a single
failed North American distributor of Electronics segment products. In December
2001, the Company recorded an $8.3 million receivable related to "take-or-pay"
compensation due from a major private-label customer. This receivable was
outstanding at December 31, 2001; however, it was paid in February 2002.
32
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Auditors
Board of Directors and Shareholders
Belden Inc.
We have audited the accompanying consolidated balance sheets of Belden Inc. as
of December 31, 2001 and 2000, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the three years in the
period ended December 31, 2001. Our audits also included the financial statement
schedule listed in the Index at Item 14(a). These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Belden Inc. at
December 31, 2001 and 2000, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December 31,
2001, in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
St. Louis, Missouri
January 31, 2002
33
CONSOLIDATED BALANCE SHEETS
December 31, 2001 2000
- ------------ -------- --------
(in thousands, except par value and number of shares)
ASSETS
Current assets
Cash and cash equivalents $ 2,799 $ 7,396
Receivables, less allowance for doubtful accounts
of $15,349 at 2001 and $6,672 at 2000 105,865 156,195
Inventories 154,207 175,331
Income taxes receivable 14,527 --
Deferred income taxes 7,078 12,535
Other current assets 2,470 3,116
-------- --------
Total current assets 286,946 354,573
Property, plant and equipment, less accumulated
depreciation 355,852 355,415
Goodwill, less accumulated amortization
of $13,409 at 2001 and $11,232 at 2000 74,016 80,552
Other long-lived assets 5,876 5,228
-------- --------
$722,690 $795,768
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 76,816 $ 142,871
Income taxes payable -- 4,352
-------- --------
Total current liabilities 76,816 147,223
Long-term debt 234,703 272,630
Postretirement benefits other than pensions 11,580 12,242
Deferred income taxes 69,614 61,049
Other long-term liabilities 15,732 14,955
Stockholders' equity
Preferred stock, par value $.01 per share,
25,000,000 shares authorized, no shares
outstanding -- --
Common stock, par value $.01 per share,
100,000,000 shares authorized, 26,203,603
issued, and 24,760,351 and 24,429,542 shares
outstanding at 2001 and 2000, respectively 262 262
Additional paid-in capital 43,773 47,379
Retained earnings 323,671 297,625
Accumulated other comprehensive loss (26,625) (21,933)
Unearned deferred compensation (1,233) --
Treasury stock, at cost, 1,443,252 and 1,774,061
shares at 2001 and 2000, respectively (25,603) (35,664)
-------- --------
Total stockholders' equity 314,245 287,669
-------- --------
$722,690 $795,768
======== ========
- ---------------
See accompanying notes.
34
CONSOLIDATED INCOME STATEMENTS
Years Ended December 31, 2001 2000 1999
- ------------------------ ---------- ---------- ----------
(in thousands, except per share amounts)
Revenues $ 939,988 $1,135,336 $ 818,614
Cost of sales 771,082 903,749 638,982
---------- ---------- ----------
Gross profit 168,906 231,587 179,632
Selling, general and administrative expenses 114,832 125,388 97,701
Amortization of goodwill 2,136 2,214 2,041
Other operating earnings (8,318) -- --
---------- ---------- ----------
Operating earnings 60,256 103,985 79,890
Nonoperating earnings (1,200) -- --
Interest expense 18,585 20,107 14,042
---------- ---------- ----------
Income from continuing operations before taxes and
cumulative effect of change in accounting principle 42,871 83,878 65,848
Income taxes 11,662 31,035 24,857
---------- ---------- ----------
Income from continuing operations before cumulative
effect of change in accounting principle 31,209 52,843 40,991
Income from discontinued business, net of
tax expense of $54 -- -- 89
Loss on disposal of discontinued business,
net of tax benefit of $3,123 -- -- (5,150)
---------- ---------- ----------
Income before cumulative effect of change in
accounting principle 31,209 52,843 35,930
Cumulative effect of change in accounting principle (251) -- --
---------- ---------- ----------
Net income $ 30,958 $ 52,843 $ 35,930
---------- ---------- ----------
Basic average shares outstanding 24,499 24,405 24,355
Basic earnings per share from continuing operations
before cumulative effect of change in accounting
principle $ 1.27 $ 2.17 $ 1.68
Basic earnings per share before cumulative effect of
change in accounting principle $ 1.27 $ 2.17 $ 1.48
Basic earnings per share $ 1.26 $ 2.17 $ 1.48
---------- ---------- ----------
Diluted average shares outstanding 24,766 24,675 24,468
Diluted earnings per share from continuing operations
before cumulative effect of change in accounting
principle $ 1.26 $ 2.14 $ 1.68
Diluted earnings per share before cumulative effect of
change in accounting principle $ 1.26 $ 2.14 $ 1.47
Diluted earnings per share $ 1.25 $ 2.14 $ 1.47
- ---------------
See accompanying notes.
35
CONSOLIDATED CASH FLOW STATEMENTS
Years Ended December 31, 2001 2000 1999
- ------------------------ --------- --------- ---------
(in thousands)
Cash flow from operating activities
Income from continuing operations before cumulative effect of
change in accounting principle $ 31,209 $ 52,843 $ 40,991
Adjustments to reconcile income from continuing operations before
cumulative effect of change in accounting principle to
net cash provided by operating activities
Depreciation 38,151 35,319 28,309
Amortization 2,141 2,216 2,049
Deferred income tax provision 9,644 6,719 5,577
Gain on business divestiture (1,200) -- --
Other, net 508 -- --
Changes in operating assets and liabilities(1)
Receivables 46,147 (25,061) (13,793)
Inventories 18,294 (41,854) (2,274)
Accounts payable and accrued liabilities (58,481) 9,771 7,847
Current and deferred income taxes, net (14,501) 19,714 1,524
Other assets and liabilities, net 832 131 3,407
--------- --------- ---------
Net cash provided by operating activities 72,744 59,798 73,637
Cash flows from investing activities
Capital expenditures (37,072) (34,130) (24,863)
Cash used to acquire businesses -- (15,485) (197,557)
Proceeds from business divestiture 1,400 -- 27,433
Proceeds from disposal of property 247 2,092 1,884
--------- --------- ---------
Net cash used for investing activities (35,425) (47,523) (193,103)
Cash flows from financing activities
Net borrowings/ (payments) under long-term
credit facility and credit agreements (38,635) (4,609) 5,501
Proceeds from private placement of debt -- -- 125,000
Exercise of stock options 1,515 852 1,003
Cash dividends paid (4,895) (4,880) (4,882)
--------- --------- ---------
Net cash provided by/ (used for) financing activities (42,015) (8,637) 126,622
Cash flows from discontinued operations
Loss from discontinued operations -- -- (5,061)
Adjustments to reconcile loss from discontinued
operations to net cash provided by/ (used for) discontinued
operations
Depreciation and amortization -- -- 986
Loss on disposal and other noncash charges -- -- 8,273
Changes in operating assets and liabilities of discontinued
operations -- -- (10,157)
Capital expenditures -- -- (416)
--------- --------- ---------
Net cash used for discontinued operations -- -- (6,375)
Effect of exchange rate changes on cash and cash equivalents 99 (116) (198)
--------- --------- ---------
Increase/(decrease) in cash and cash equivalents (4,597) 3,522 583
Cash and cash equivalents, beginning of year 7,396 3,874 3,291
--------- --------- ---------
Cash and cash equivalents, end of year $ 2,799 $ 7,396 $ 3,874
========= ========= =========
- ---------------
(1) Net of the effects of exchange rate changes and acquired businesses.
See accompanying notes
36
CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENTS
Accumulated
Common Stock Additional Treasury Stock Unearned Other
------------------ Paid-In Retained ------------------ Deferred Comprehensive
Shares Amount Capital Earnings Shares Amount Compensation Loss Total
------- --------- ---------- -------- ------- --------- ------------ ------------- --------
(in thousands)
Balance at December 31, 1998 26,204 $262 $48,482 $218,605 (1,875) $(38,823) $ -- $ (8,859) $219,667
Net income 35,930 35,930
Foreign currency translation
adjustments (4,191) (4,191)
--------
Comprehensive income 31,739
Issuance of common stock
Stock options (331) 31 959 628
Employee stock purchase plan (193) 18 568 375
Cash dividends ($.05 per share) (4,882) (4,882)
-------- -------- -------- -------- ------- -------- -------- -------- --------
Balance at December 31, 1999 26,204 262 47,958 249,653 (1,826) (37,296) -- (13,050) 247,527
Net income 52,843 52,843
Foreign currency translation
adjustments (8,883) (8,883)
--------
Comprehensive income 43,960
Issuance of common stock
Stock options (654) 48 1,506 852
Stock compensation 75 4 126 201
Cash dividends ($.05 per share) (4,871) (4,871)
-------- -------- -------- -------- ------- -------- -------- -------- --------
Balance at December 31, 2000 26,204 262 47,379 297,625 (1,774) (35,664) -- (21,933) 287,669
NET INCOME 30,958 30,958
FOREIGN CURRENCY TRANSLATION
ADJUSTMENTS (2,541) (2,541)
UNREALIZED LOSS ON DERIVATIVE
INSTRUMENTS (245) (245)
MINIMUM PENSION LIABILITY (1,906) (1,906)
--------
COMPREHENSIVE INCOME 26,266
ISSUANCE OF COMMON STOCK
STOCK OPTIONS (1,013) 80 2,528 1,515
STOCK COMPENSATION (345) 66 2,086 (1,741) --
EMPLOYEE STOCK PURCHASE PLAN (2,248) 185 5,447 3,199
AMORTIZATION OF UNEARNED
DEFERRED COMPENSATION 508 508
CASH DIVIDENDS ($.05 PER SHARE) (4,912) (4,912)
-------- -------- -------- -------- ------- -------- -------- -------- --------
Balance at December 31, 2001 26,204 $262 $43,773 $323,671 (1,443) $(25,603) $(1,233) $(26,625) $314,245
======== ======== ======== ======== ======= ======== ======== ======== ========
- ---------------
See accompanying notes.
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF BUSINESS
Belden Inc. (the Company) designs, manufactures and markets metallic and fiber
optic wire and cable products for the electronics and communications markets.
The Company has manufacturing facilities in North America, Europe and Australia.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements include Belden and all of its
subsidiaries. All significant intercompany accounts and transactions are
eliminated in consolidation.
Cash and Cash Equivalents
Cash equivalents consist of short-term, highly liquid investments with
maturities of 3 months or less.
Inventories
Inventories, including raw materials, work-in-process and finished goods, are
carried at cost or, if lower, market value. On the basis of current costs, 71%
and 69% of inventories in 2001 and 2000, respectively, were carried on the
last-in, first-out (LIFO) method. The remaining inventories were carried on the
first-in, first-out (FIFO) method.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and depreciation is provided
over the estimated useful lives of the related assets, generally 5 years for
business information systems, 10 to 40 years for buildings and 5 to 12 years for
machinery and equipment, using primarily the straight-line method.
Intangibles
Goodwill is related to businesses acquired and, prior to the Company's adoption
of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets, on January 1, 2002, was amortized over 40 years using
the straight-line method.
Revenue Recognition
Revenue is recognized in the period title to product passes to customers.
Provisions are recorded for anticipated returns and bad debts.
Minimum Requirements Contract
Amounts recognized under minimum requirements ("take-or-pay") contracts are
classified in other operating earnings.
Income Taxes
Income taxes are provided based on earnings reported for financial statement
purposes. The provision for income taxes differs from the amounts currently
payable due to the recognition of revenues and expenses in different periods for
income tax and financial statement purposes. Income taxes are provided as if
operations in all countries, including the United States, were stand-alone
businesses filing separate tax returns. In the first quarter of 2001, the
Company determined under Accounting Principles Board Opinion (APB) No. 23,
Accounting for Income Taxes - Special Areas, that undistributed earnings from
its European and Australian subsidiaries would not be remitted to the United
States in the foreseeable future and, therefore, no additional provision for
United States taxes was made.
38
Research and Development
Research and development expenditures are charged to expense as incurred.
Expenditures for research and development sponsored by the Company were $8.2
million, $7.7 million and $8.7 million for 2001, 2000 and 1999, respectively.
Environmental Remediation and Compliance
Environmental remediation costs are accrued, except to the extent costs can be
capitalized, based on estimates of known environmental remediation exposures.
Environmental compliance costs include maintenance and operating costs with
respect to ongoing monitoring programs. Such costs are expensed as incurred.
Capitalized environmental costs are depreciated generally utilizing a 15-year
life.
Financial Risk Management
On January 1, 2001, the Company adopted SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by SFAS No. 137 and SFAS No. 138.
In accordance with the provisions of SFAS No. 133, the Company recorded a
negative transition adjustment upon adoption of the standard to recognize its
outstanding derivative instruments at fair value. This transition adjustment
represented an approximate $251 thousand ($387 thousand pretax) loss or $(0.01)
per share - diluted that was reflected on the Consolidated Income Statement as
the cumulative effect of change in accounting principle. The Company also
recorded a negative transition adjustment of approximately $317 thousand ($484
thousand pretax) in Accumulated Other Comprehensive Loss to recognize a
previously deferred loss on an interest rate forward derivative. The portion of
the transition adjustment recorded in Accumulated Other Comprehensive Loss as of
January 1, 2001 that the Company recognized into earnings during the twelve
months ended December 31, 2001 was not material to the financial statements.
The Company is exposed to various market risks such as changes in interest
rates, currency exchange rates and commodity pricing. To manage the volatility
relating to exposures, the Company nets the exposures on a consolidated basis to
take advantage of natural offsets. For residual exposures, the Company sometimes
enters into various derivative transactions pursuant to the Company's policies
in areas such as counterparty exposure and hedging practices. The Company does
not hold or issue derivative instruments for trading purposes. The terms of such
instruments and the transactions to which they relate generally do not exceed 12
months.
Commodity Price Management
Raw materials used by the Company, primarily copper, are subject to price
volatility caused by supply conditions, political and economic variables and
other unpredictable factors. As part of its financial risk management strategy,
the Company purchased exchange-traded forward contracts to manage its exposure
to changes in copper costs during 2001. The copper forward contracts obligated
the Company to make or receive a payment equal to the net change in the value of
each contract at its maturity. Due to the Company's limited derivative activity,
the relatively short tenors of such activity and the expected immaterial impact
of derivative valuation gains and losses on financial results, the Company
elected to treat these copper forward contracts as derivatives not designated as
hedges in accordance with SFAS No. 133. The Company recognized a fair value
adjustment loss of $686 thousand ($1.0 million pretax) on these contracts during
2001. At December 31, 2001, the Company was not a party to any outstanding
copper forward contracts.
39
Currency Rate Management
The Company manufactures and sells its products in a number of countries
throughout the world, and, as a result, is exposed to movements in foreign
currency exchange rates. The primary purpose of the Company's currency rate
management activities is to manage the volatility associated with foreign
currency purchases of materials or sales of finished product and other assets
and liabilities created in the normal course of business. The Company's currency
rate management strategy involves the use of natural techniques, where possible,
such as the offsetting or netting of like-currency cash flows. Where natural
techniques are not possible, the Company will sometimes use foreign currency
derivatives, typically foreign currency forward contracts, with durations of
generally 12 months or less.
The Company did not have any foreign currency derivatives outstanding at
December 31, 2001 and did not employ foreign currency derivatives during the
year then ended.
Management of Investment in International Subsidiaries
The Company generally views as long-term its investments in international
subsidiaries with functional currencies other than the United States dollar. As
a result, the Company does not generally use derivatives to manage these net
investments. In terms of foreign currency translation risk, the Company is
exposed primarily to the euro, the British pound, the Hungarian forint, the
Canadian dollar and the Australian dollar.
The Company's net foreign currency investment in foreign subsidiaries and
affiliates translated into United States dollars using year-end exchange rates
was $112 million and $102 million at December 31, 2001 and 2000, respectively.
Impact of Pending Pronouncements
In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141, Business Combinations, and SFAS No. 142 effective for fiscal years
beginning after December 15, 2001.
SFAS No. 141 requires the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Use of the pooling-of-interests
method is no longer permitted. SFAS No. 141 also includes guidance on the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination that is completed after June 30, 2001.
SFAS No. 142 no longer permits the amortization of goodwill and indefinite-lived
intangible assets. Instead, these assets must be reviewed annually (or more
frequently under certain conditions) for impairment in accordance with this
statement. This impairment test uses a fair value approach rather than the
undiscounted cash flows approach previously required by SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of.
Intangible assets that do not have indefinite lives will continue to be
amortized over their useful lives.
The Company will apply the new rules of accounting under SFAS No. 142 beginning
in the first quarter of 2002. Based on the Company's current levels of goodwill
and indefinite-lived intangible assets, application of the nonamortization
provisions of SFAS No. 142 is expected to result in an approximate $1.4 million
($2.1 million pretax) increase in net income. During 2002, the Company will
perform the required impairment tests on goodwill and indefinite-lived
intangible assets as of January 1, 2002.
40
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment of
Long-Lived Assets, effective for fiscal years beginning after December 15, 2001.
SFAS No. 144 supersedes SFAS No. 121 and certain accounting and reporting
provisions of APB No. 30, Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, related to the disposal of a
segment of a business. Because SFAS No. 121 did not address the accounting for a
segment of a business recognized as a discontinued operation under APB No. 30,
two accounting models existed for long-lived assets selected for disposition.
With the issuance of SFAS No. 144, the FASB established a single accounting
model, based on the framework established in SFAS No. 121, for long-lived assets
selected for disposition. The Company will apply the new rules of accounting
under SFAS 144 beginning in the first quarter of 2002.
Use of Estimates in the Preparation of the Financial Statements
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to prior year amounts to make them
comparable to current year classifications.
NOTE 3: EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
Years Ended December 31, 2001 2000 1999
- ------------------------ ------- ------- -------
(in thousands, except per share amounts)
Numerator
Income from continuing operations before
cumulative effect of change in
accounting principle $31,209 $52,843 $40,991
Income before cumulative effect of change
in accounting principle $31,209 $52,843 $35,930
Net income $30,958 $52,843 $35,930
------- ------- -------
Denominator
Denominator for basic earnings per
share - weighted-average shares 24,499 24,405 24,355
Effect of dilutive employee stock options 267 270 113
------- ------- -------
Denominator for diluted earnings per
share - adjusted weighted-average
shares 24,766 24,675 24,468
------- ------- -------
Basic earnings per share from continuing
operations before cumulative effect of
change in accounting principle $ 1.27 $ 2.17 $ 1.68
Basic earnings per share before cumulative
effect of change in accounting principle $ 1.27 $ 2.17 $ 1.48
Basic earnings per share $ 1.26 $ 2.17 $ 1.48
------- ------- -------
Diluted earnings per share from continuing
operations before cumulative effect of
change in accounting principle $ 1.26 $ 2.14 $ 1.68
Diluted earnings per share before cumulative
effect of change in accounting principle $ 1.26 $ 2.14 $ 1.47
Diluted earnings per share $ 1.25 $ 2.14 $ 1.47
------- ------- -------
41
NOTE 4: ACQUISITIONS
During 2000 and 1999, the Company acquired the entities described below. Each of
these acquisitions was accounted for under the purchase method of accounting.
Accordingly, the purchase price was allocated to the net assets acquired based
on their estimated fair market value. Operating results of each acquisition are
included in the Company's consolidated results since its respective acquisition
date.
o On April 3, 2000, the Company purchased certain assets and assumed certain
liabilities of the metallic communications cable operations of Corning
Communications Limited in Manchester, United Kingdom (Manchester) for cash
of approximately $15 million. The Company recorded goodwill of $2.4 million
related to the acquisition. Manchester manufactures and markets metallic
cable products primarily for the British communications market and is the
sole supplier of metallic communications cables to British Telecom.
o On October 25, 1999, the Company purchased for cash of approximately $17
million, Dorfler Kabelwerk GmbH (Dorfler), Klosterneuburg, Austria and Duna
Kabel Kft. (Duna), Budapest, Hungary from Siemens Aktiengesellschaft. The
Company recorded $7.7 million of goodwill with respect to the transaction.
Dorfler and Duna manufacture and market copper communications and specialty
electronics cables for the communications and industrial markets.
o On June 28, 1999, the Company acquired all of the outstanding shares of
Cable Systems Holding Company (Holdings) and its subsidiary Cable Systems
International Inc. (CSI), Phoenix, Arizona. CSI manufactures and markets
copper cable products used mainly for communications applications in the
United States. The consideration paid in connection with the transaction
totaled $183.5 million. This amount includes payment of the outstanding
amounts owed by Holdings and CSI under a credit agreement and amounts owed
to holders of preferred stock of Holdings. No goodwill was recorded with
respect to this transaction.
The CSI acquisition was funded with a $125 million short-term bridge loan
as well as funds available under existing credit arrangements. On September
9, 1999, the Company completed a private placement of $125 million in
unsecured debt. The private placement was issued in tranches of $64
million, $44 million and $17 million which will mature in 5, 7 and 10 years
from closing with stated interest rates of 7.60%, 7.74% and 7.95%,
respectively. The proceeds of the private placement were used to pay off
the borrowings under the short-term bridge loan. The note purchase
agreement affecting the private placement contains affirmative and negative
covenants including minimum net worth and a maximum ratio of debt to total
capitalization.
42
The Company's pro forma unaudited information assuming the acquisition had
been made at the beginning of 1999 is as follows:
Year Ended December 31, 1999
- ----------------------- --------
(in thousands, except per share amounts)
Revenues $948,919
Cost of sales 760,573
--------
Gross profit 188,346
Selling, general and administrative expenses 114,376
--------
Operating earnings 73,970
Interest expense 21,750
--------
Income from continuing operations before taxes and cumulative
effect of change in accounting principle 52,220
Income taxes 19,756
--------
Income from continuing operations before cumulative effect of
change in accounting principle $ 32,464
========
Basic earnings per share $ 1.33
========
Diluted earnings per share $ 1.33
========
Pro forma adjustments include primarily the impact of increased debt,
adjusted values of assets, differing depreciation lives, redundant costs
and certain reclassifications. In addition, certain portions of the CSI
business were not acquired, including investments in affiliates accounted
for under the equity method and two consolidated subsidiaries. Consolidated
revenue attributable to the excluded consolidated entities was
approximately $58.3 million for the year ended December 31, 1999.
The unaudited pro forma results are provided for informational purposes
only, should not be construed to be indicative of the Company's results of
operations had the events described above been consummated on the date
assumed and are not intended to project the Company's results of operations
for any future periods.
NOTE 5: DISCONTINUED OPERATIONS AND BUSINESS DIVESTITURES
On May 7, 1999, the Company completed the sale of its Cord Products Division,
which had comprised the Cord Products segment, to Volex, Inc. The operating
results of the Cord Products segment, including a first quarter 1999 provision
for losses on the sale of $5.2 million ($8.3 million pretax), have been
segregated from continuing operations and reported separately in the
consolidated income statement.
Summarized financial information for the discontinued operation is as follows:
Year Ended December 31, 1999
- ----------------------- ---------
(in thousands)
Revenues $ 22,525
Income before tax 143
Income, net of income taxes 89
Loss on disposal of discontinued operations, net of
tax benefit $ (5,150)
Included in income before tax is an allocation of interest expense based on the
level of identifiable assets of the segment to total identifiable assets. These
allocated costs were $181 thousand in the year ended December 31, 1999.
In February 2001, the Company completed the sale of its 70% ownership interest
in MCTEC B.V. (MCTEC), Venlo, Netherlands to STS Biopolymers Inc. The Company
received cash proceeds of approximately $1.4 million and recorded a gain in
nonoperating earnings as a result of the transaction of $1.2 million before tax
or $810 thousand ($0.03 per share - diluted) after tax. Operating earnings for
MCTEC were $295 thousand and $195 thousand for 2000 and 1999, respectively.
43
NOTE 6: INVENTORIES
December 31, 2001 2000
- ------------ --------- ---------
(in thousands)
Raw materials $ 39,710 $ 46,671
Work-in-process 3,052 7,883
Finished goods 119,973 137,409
Perishable tooling and supplies 7,735 7,312
--------- ---------
170,470 199,275
Excess of current standard
costs over LIFO costs (5,830) (13,129)
Obsolescence and other reserves (10,433) (10,815)
--------- ---------
$ 154,207 $ 175,331
========= =========
NOTE 7: PROPERTY, PLANT AND EQUIPMENT
December 31, 2001 2000
- ------------ --------- ---------
(in thousands)
Land and land improvements $ 28,385 $ 26,745
Buildings and leasehold improvements 121,374 117,119
Machinery and equipment 420,892 435,539
Construction in process 24,838 17,028
--------- ---------
595,489 596,431
Accumulated depreciation (239,637) (241,016)
--------- ---------
$ 355,852 $ 355,415
========= =========
NOTE 8: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
December 31, 2001 2000
- ------------ --------- ---------
(in thousands)
Trade accounts $ 43,034 $ 91,306
Wages and related taxes 7,265 14,136
Employee benefits 7,291 9,702
Interest 5,381 5,507
Other (individual items less than
5% of total current liabilities) 13,845 22,220
--------- ---------
$ 76,816 $142,871
========= ========
44
NOTE 9: LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
December 31, 2001 2000
- ------------ -------- --------
(in thousands)
Variable-rate bank revolving
credit agreement, due 2004 $ -- $ --
Short-term borrowings,
effective interest rate 2.98%
at December 31, 2001 34,703 72,630
Medium-term notes, face amount
of $75,000, due from 2005
through 2009, effective interest
rate 6.92% 75,000 75,000
Medium-term notes, face amount
of $64,000, due 2004,
effective interest rate 7.60% 64,000 64,000
Medium-term notes, face amount
of $44,000, due 2006,
effective interest rate 7.75% 44,000 44,000
Medium-term notes, face amount
of $17,000, due 2009,
effective interest rate 8.06% 17,000 17,000
-------- --------
$234,703 $272,630
======== ========
The Company entered into a new credit agreement with a group of 7 banks in June
2001 (New Credit Agreement). The New Credit Agreement provides for an aggregate
$150 million unsecured, variable-rate and revolving credit facility expiring in
June 2004. The banks party to the New Credit Agreement can advance loans to the
Company based on their respective commitments (syndicated loans). Syndicated
loans accrue interest at the option of the Company at LIBOR plus 0.60% to 1.25%,
or the higher of the prime rate or the federal funds rate plus 0.50%. The lead
bank party to the New Credit Agreement can also advance loans to the Company up
to an aggregate outstanding principal amount not exceeding $15 million (swing
loans). Swing loans accrue interest at the higher of the prime rate or the
federal funds rate plus 0.50%. A facility fee of 0.15% to 0.50% per annum is
charged on the aggregate $150 million credit. The facility includes certain
covenants, including maintenance of a maximum debt-to-total-capitalization
ratio, maintenance of a minimum interest coverage ratio and maintenance of a
minimum amount of consolidated tangible net worth. The New Credit Agreement
replaces the $200 million credit agreement dated November 1996 between the
Company and a group of 7 banks that would have expired in November 2001 (Old
Credit Agreement). The Company cancelled the Old Credit Agreement in June 2001.
The short-term borrowings relate to unsecured, uncommitted arrangements with 8
banks under which the Company may borrow up to $105 million at prevailing
interest rates. At December 31, 2001, these borrowings were reclassified to
long-term debt, reflecting the Company's intention and ability to refinance the
amounts during the next year on a long-term basis.
45
In 1999, the Company completed a private placement of $64 million, $44 million
and $17 million of unsecured medium-term notes. The agreement for the notes
contains various customary affirmative and negative covenants and other
provisions, including restrictions on the incurrence of debt, maintenance of a
maximum debt-to-total-capitalization ratio and maintenance of a minimum amount
of consolidated net worth.
In 1997, the Company completed a private placement of $75 million of unsecured
medium-term notes. The notes bear interest at 6.92% and mature 12 years from
closing with an average life of 10 years. The agreement for the notes contains
various customary affirmative and negative covenants and other provisions,
including restrictions on the incurrence of debt, maintenance of maximum
debt-to-total-capitalization ratio and maintenance of a minimum amount of
consolidated net worth.
Total interest paid, net of capitalized interest, during 2001, 2000 and 1999 was
$18.0 million, $20.5 million and $11.5 million, respectively.
Payments due on medium-term notes during each of the five years subsequent to
December 31, 2001 are as follows:
(in thousands)
2002 $ --
2003 --
2004 64,000
2005 15,000
2006 59,000
Thereafter 62,000
--------
$200,000
========
NOTE 10: INCOME TAXES
Effective October 6, 1993, the Company and its former owner, Cooper Industries,
Inc. (Cooper), entered into a Tax Sharing and Separation Agreement (Tax
Agreement). Pursuant to the Tax Agreement, the Company and Cooper made an
election in connection with the initial public offering of the Company's stock
under Section 338(h)(10) of the Internal Revenue Code. The effect of this
election is to increase the tax basis of the Company's assets. This additional
basis increases income tax deductions and accordingly reduces income taxes
otherwise payable by the Company. Pursuant to the Tax Agreement, the Company
pays to Cooper the amount of the tax benefit associated with this additional
basis (retaining 10% of the tax benefit associated with the amortization of the
allocated cost of certain intangibles, such as goodwill) as realized on a
quarterly basis and calculated by comparing the Company's actual taxes to the
taxes that would have been owed had the increase in basis not occurred. The
amount required to be paid to Cooper is subject to certain adjustments if
certain business combinations or other acquisitions involving the Company occur.
Except for the retained 10% benefit, the effect of the Tax Agreement is to put
the Company in the same financial position it would have been in had there been
no increase in the tax basis of the Company's assets.
The effect of the retained 10% benefit upon the income tax provisions reflected
in the accompanying income statements is to reduce these provisions for the
years ended December 31, 2001, 2000 and 1999 by $1.2 million, $1.2 million and
$1.1 million, respectively.
46
The net tax expense of $11.7 million for the year ended December 31, 2001
reflects the favorable resolution of a prior-period tax contingency of $2.3
million and a reduction in the effective annual income tax rate from 37.0% to
32.5%. The lower effective tax rate was due primarily to the Company no longer
recording, effective January 1, 2001, a provision for residual United States
income tax on certain undistributed foreign earnings. The Company does not
anticipate the repatriation of such earnings to the United States within the
foreseeable future. Residual United States income taxes were not recorded on
$7.0 million of undistributed foreign earnings for the year ended December 31,
2001.
Years Ended December 31, 2001 2000 1999
- ------------------------ ------- ------- -------
(in thousands)
Income from continuing operations before
taxes and cumulative effect of change
in accounting principle
United States operations $31,546 $70,001 $57,564
Foreign operations 11,325 13,877 8,284
------- ------- -------
$42,871 $83,878 $65,848
======= ======= =======
Income tax expense
Currently payable
United States federal $ 253 $17,600 $14,826
United States state and local (33) 3,596 3,643
Foreign 1,798 3,120 2,899
------- ------- -------
2,018 24,316 21,368
Deferred
United States federal 7,333 4,688 2,809
United States state and local 1,132 294 421
Foreign 1,179 1,737 259
------- ------- -------
9,644 6,719 3,489
------- ------- -------
Total income tax expense $11,662 $31,035 $24,857
------- ------- -------
Total income taxes paid, net of refunds (1) $14,732 $15,337 $16,806
======= ======= =======
- ---------------
(1) Included in 2001, 2000 and 1999 taxes paid are $10,200, $8,700 and $12,400,
respectively, paid to Cooper in accordance with the Tax Agreement.
Years Ended December 31, 2001 2000 1999
- ------------------------ ---- ---- ----
Effective tax rate reconciliation
United States federal statutory rate 35.0% 35.0% 35.0%
State and local income taxes 2.6 2.8 3.8
Lower foreign tax rates and other (5.1) (0.8) (1.0)
Favorable resolution of prior-period
tax contingency (5.3) -- --
---- ---- ----
Effective tax rate 27.2% 37.0% 37.8%
==== ==== ====
December 31, 2001 2000
-------- --------
(in thousands)
Components of deferred tax balances
Deferred tax liabilities, net
Plant, equipment and intangibles $(80,070) $(70,889)
Postretirement benefits 10,456 9,840
-------- --------
(69,614) (61,049)
-------- --------
Deferred tax assets
Reserves and accruals 7,078 12,535
-------- --------
Net deferred tax liability $(62,536) $(48,514)
======== ========
Deferred income taxes have been established for differences in the basis of
assets and liabilities for financial statement and tax reporting purposes as
adjusted for the Tax Agreement with Cooper.
47
NOTE 11: RETIREMENT PLANS
Substantially all employees are covered by defined benefit or defined
contribution pension plans maintained by the Company. Annual contributions to
retirement plans equal or exceed the minimum funding requirements of applicable
local regulations. The assets of the pension plans are maintained in various
trusts and invested primarily in equity and fixed income securities and money
market funds.
Benefits provided to employees under defined contribution plans include cash
contributions by the Company based on either hours worked by the employee or a
percentage of the employee's compensation and in certain plans a partial
matching of employees' salary deferrals with Company common stock. Defined
contribution expense for the years ended December 31, 2001, 2000 and 1999 was
$5.7 million, $6.2 million and $5.0 million, respectively.
The Company sponsors an unfunded postretirement benefit plan (medical and life
insurance benefits) for employees who retired prior to 1989 (as well as certain
other employees who were near retirement and elected to receive certain
benefits). The net actuarial gain/(loss) in excess of a 10% corridor, the prior
service cost and the transition asset or obligation are being amortized over the
average remaining service period of active participants on a straight-line
basis.
48
The following table provides a reconciliation of the changes in the plans'
benefit obligations and fair value of plan assets for the years ended December
31, 2001 and 2000, and a statement of the funded status as of December 31, 2001
and 2000:
PENSION BENEFITS OTHER BENEFITS
------------------------ ------------------------
Years Ended December 31, 2001 2000 2001 2000
--------- --------- --------- ---------
(in thousands)
Change in benefit obligation
Benefit obligation, beginning of year $(133,418) $(129,128) $ (18,133) $ (14,028)
Service cost (5,942) (5,076) (31) (29)
Interest cost (8,815) (8,726) (1,300) (1,125)
Plan participants' contributions (481) (400) (64) (97)
Amendments -- -- 874 --
Transfers in -- (153) -- --
Actuarial gain/(loss) and other 5,658 15,632 (815) (1,977)
Assumption change (3,511) -- (583) (2,908)
Plan change 7 -- -- --
Acquisition -- (14,043) -- --
Benefits paid 5,983 8,476 1,837 2,031
--------- --------- --------- ---------
Benefit obligation, end of year $(140,519) $(133,418) $ (18,215) $ (18,133)
========= ========= ========= =========
Change in plan assets
Fair value of plan assets, beginning $ 136,450 $ 137,204 $ -- $ --
of year
Actual return on plan assets (10,627) (10,318) -- --
Acquisition -- 16,582 -- --
Employer contributions 2,476 736 1,773 1,934
Plan participant contributions 481 400 64 97
Transfers in -- 153 -- --
Expenses paid -- 169 -- --
Benefits paid (5,983) (8,476) (1,837) (2,031)
--------- --------- --------- ---------
Fair value of plan assets, end of year $ 122,797 $ 136,450 $ -- $ --
========= ========= ========= =========
Funded status
Funded status $ (17,722) $ 3,032 $ (18,215) $ (18,133)
Unrecognized net actuarial (gain)/loss 6,463 (15,941) 8,173 7,261
Unrecognized prior service cost (249) (273) (1,538) (1,370)
--------- --------- --------- ---------
Accrued benefit cost $ (11,508) $ (13,182) $ (11,580) $ (12,242)
========= ========= ========= =========
Amounts recognized in the balance sheets
Prepaid benefit cost $ 2,916 $ 3,249 $ -- $ --
Accrued benefit liability (17,548) (16,431) (11,580) (12,242)
Noncurrent deferred taxes 1,218 -- -- --
Additional minimum pension liability 1,906 -- -- --
--------- --------- --------- ---------
Net amount recognized $ (11,508) $ (13,182) $ (11,580) $ (12,242)
========= ========= ========= =========
Certain of the pension plans had projected benefit obligations in excess of plan
assets. The net unfunded status of these plans was $17.7 million and $10.3
million at December 31, 2001 and 2000, respectively. The table below shows the
components of the net unfunded status of these plans:
PENSION BENEFITS OTHER BENEFITS
------------------------ ------------------------
December 31, 2001 2000 2001 2000
--------- --------- --------- ---------
(in thousands)
Funded status of plans with projected
benefit obligations in excess of plan
assets
Benefit obligation, end of year $(140,519) $ (43,233) N/A N/A
Fair value of plan assets, end of year 122,797 32,974 N/A N/A
--------- --------- --------- ---------
Net unfunded status $(17,722) $ (10,259) N/A N/A
========= ========= ========= =========
Certain plans also had accumulated benefit obligations in excess of plan assets
of $6.3 million and $2.7 million at December 31, 2001 and 2000, respectively. A
minimum pension liability adjustment is required when the actuarial present
value of accumulated benefits exceeds the fair value of plan assets and accrued
pension
49
liabilities. As of December 31, 2001, the Company recorded a minimum pension
liability of $3.3 million with offsets to noncurrent deferred taxes, other
comprehensive income, and long-lived assets in the amounts of $1.2 million, $1.9
million, and $0.2 million, respectively.
PENSION BENEFITS OTHER BENEFITS
------------------- -------------------
December 31, 2001 2000 2001 2000
---- ---- ---- ----
Weighted-average assumptions
Discount rate 6.9% 6.9% 7.0% 7.5%
Expected return of plan assets 8.8% 8.7% N/A N/A
Rate of compensation increase 4.4% 4.4% N/A N/A
---- ---- ---- ----
For measurement purposes, a 9.5% gross health care trend rate was used for
benefits to be claimed in 2002. Trend rates were to decrease gradually to 5.5%
in 2010 and remain at this level beyond.
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plan. A one percentage-point change in the assumed
health care cost trend rates would have the following effects on 2001 expense
and year-end liabilities:
(in thousands) 1% Increase 1% Decrease
----------- -----------
Effect on total of service and interest cost components $ 76 $ (69)
Effect on postretirement benefit obligation $1,155 $(1,040)
------ --------
The following table provides the components of net periodic benefit costs for
the plans for the years ended December 31, 2001, 2000 and 1999:
PENSION BENEFITS OTHER BENEFITS
------------------------------------ ------------------------------------
Years Ended December 31, 2001 2000 1999 2001 2000 1999
-------- -------- -------- -------- -------- --------
(in thousands)
Components of net periodic benefit cost
Service cost $ 5,942 $ 5,076 $ 6,135 $ 31 $ 29 $ 42
Interest cost 8,815 8,726 7,496 1,300 1,125 933
Expected return on plan assets (12,437) (12,273) (9,445) -- -- --
Amortization of prior service cost (30) (30) (30) (706) (619) (619)
Net (gain)/loss recognition (937) (1,062) 16 482 209 77
Transition (asset)/obligation recognition -- -- (223) -- -- --
-------- -------- -------- -------- -------- --------
Net periodic benefit cost $ 1,353 $ 437 $ 3,949 $ 1,107 $ 744 $ 433
======== ======== ======== ======== ======== ========
NOTE 12: STOCK COMPENSATION PLANS
The Company has two forms of stock compensation plans, the Long-term Incentive
Plan (Incentive Plan) and the Employee Stock Purchase Plan (Stock Purchase
Plan). Under the Incentive Plan, certain employees of the Company are eligible
to receive awards in the form of stock options, stock appreciation rights,
restricted stock grants and performance shares. Under the terms of the Incentive
Plan, options to purchase up to 3.8 million shares of Company common stock were
reserved for issuance, were granted at not less than fair market value, become
exercisable in equal amounts on each of the first 3 anniversaries of the grant
date and expire 10 years from the grant date. As of December 31, 2001, options
to purchase approximately 1.6 million shares of Company common stock were
outstanding and vested. At December 31, 2001, options to purchase 569 thousand
shares of Company common stock were available for future grant under the
Incentive Plan. Under the Stock Purchase Plan, all full-time employees in
Canada, Germany, Netherlands and the United States receive an option to purchase
Company common stock at the lesser of 85% of the fair market value on the
offering date or 85% of the fair market value on the exercise date.
On February 14, 2001, the Company issued 66,000 shares of restricted stock to a
number of its key employees. Participants will receive a stated amount of the
Company's common stock provided they remain employed with the Company for 3
years from the grant date. This grant has been accounted for under APB No. 25,
Accounting for Stock Issued to Employees, as a fixed plan since both the
aggregate number of grants issued and the aggregate amount to be paid by the
participants for the common stock is known. Compensation related to the awards
is measured as the difference between the market price of the Company's common
stock at the
50
grant date and the amount to be paid by the participants for the common stock.
At the grant date, the Company recognized unearned deferred compensation of $1.7
million. Unearned deferred compensation is amortized to earnings over the
three-year vesting period. For the year ended December 31, 2001, the Company
recognized compensation expense in the amount of $508 thousand related to the
restricted stock grants.
With respect to the 1999 offering of the Stock Purchase Plan, on December 7,
2001, the Company sold 181,333 shares to 754 employees at $17.32 per share using
existing treasury shares. With respect to the 2001 offering, at December 31,
2001, 1,204 participating employees had options to acquire up to 174,214 shares
of common stock at the lesser of $15.26 per share or 85% of the market price on
the exercise date of December 6, 2002. An aggregate of 1.3 million shares of
common stock is currently reserved for issuance under the Stock Purchase Plan.
The Company accounts for stock options under APB No. 25, Accounting for Stock
Issued to Employees, and has adopted the disclosure-only provisions of SFAS No.
123, Accounting for Stock-Based Compensation. Accordingly, no compensation cost
has been recognized for either the Incentive Plan or the Stock Purchase Plan.
The effect of applying SFAS No. 123's fair value method to the Company's stock
compensation is as follows:
2001 2000 1999
--------------------- --------------------- ---------------------
AS PRO As Pro As Pro
Years Ended December 31, REPORTED FORMA Reported forma Reported forma
-------- -------- -------- -------- -------- --------
(in thousands, except per share amounts)
Income from continuing operations before
cumulative effect of change in
accounting principle $ 31,209 $ 28,484 $ 52,843 $ 48,896 $ 40,991 $ 38,241
Basic earnings per share from continuing
operations before cumulative effect of
change in accounting principle $ 1.27 $ 1.16 $ 2.17 $ 2.00 $ 1.68 $ 1.57
Diluted earnings per share from
continuing operations before
cumulative effect of change in
accounting principle $ 1.26 $ 1.15 $ 2.14 $ 1.98 $ 1.68 $ 1.56
-------- -------- -------- -------- -------- --------
The fair value of common stock options was estimated at the date of grant using
the Black-Scholes option-pricing model. For the years ended December 31, 2001,
2000 and 1999, assumptions used in the determination of the option fair value
include the following:
Years Ended December 31, 2001 2000 1999
----- ----- -----
Dividend yield 4.09% 4.85% 6.76%
Expected volatility 39.11% 43.03% 51.48%
Expected option life (in years) 5.26 5.23 7.00
Risk-free interest rate 4.61% 4.54% 4.75%
----- ----- -----
For the years ended December 31, 2001, 2000, and 1999, the weighted average per
share fair value of options granted under the Incentive Plan was $6.80, $4.83
and $4.59, respectively. For the years ended December 31, 2001 and 2000, the
weighted average per share value of purchase rights granted under the Stock
Purchase Plan was $4.19 and $5.78, respectively. The Black-Scholes
option-pricing model was developed to estimate the fair value of market-traded
options. Incentive stock options have certain characteristics, including vesting
periods and non-transferability, which market-traded options do not possess. Due
to the significant effect that changes in assumptions and differences in option
characteristics might have on option fair values, the models may not accurately
reflect the fair value of the options.
51
The following table summarizes the Company's stock option and restricted stock
award activity and related information for the years ended December 31, 2001,
2000 and 1999:
Years Ended December 31, 2001 2000 1999
- ------------------------ ---------------------- --------------------- -----------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
------- -------- ------- -------- ------- --------
Outstanding at beginning of year 2,243,200 $26.33 1,756,021 $27.60 1,743,694 $28.08
Granted 507,500 22.87 622,000 21.89 309,500 20.83
Exercised (79,537) 17.66 (48,723) 18.03 (30,917) 18.29
Canceled (23,333) 26.47 (86,098) 24.52 (266,256) 24.23
--------- ------ --------- ------ --------- ------
Outstanding at end of year 2,647,830 $25.93 2,243,200 $26.34 1,756,021 $27.59
========= ====== ========= ====== ========= ======
Exercisable at end of year 1,651,032 $28.18 1,088,522 $29.18 694,553 $29.65
========= ====== ========= ====== ========= ======
The following table summarizes information about fixed stock options outstanding
at December 31, 2001:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------------------------------------- -----------------------------
Range of Weighted Average
Exercise Remaining Weighted Average Weighted Average
Prices Options Contractual Life Exercise Price Options Exercise Price
--------------------------------------------------------------------- -----------------------------
$16 to 21 642,243 6.9 years $18.11 563,242 $17.83
21 to 27 1,074,380 8.5 years 23.68 222,583 21.98
27 to 32 266,875 4.0 years 30.68 266,875 30.68
32 to 37 65,500 4.7 years 35.19 65,500 35.19
37 to 42 532,832 6.0 years 39.58 532,832 39.58
--------- --------- --------- ------ --------- ------
$16 to 42 2,581,830 7.0 years $26.59 1,651,032 $28.18
========= ========= ========= ====== ========= ======
The following table summarizes the Company's restricted stock award activity and
related information for the year ended December 31, 2001:
RESTRICTED STOCK ACCUMULATED
AWARD SHARES DIVIDENDS
-----------------------------------
Outstanding at beginning of year - $ -
Granted 66,000 13,200
Issued - -
Forfeited - -
------ -------
Outstanding at end of year 66,000 $13,200
====== =======
NOTE 13: CONTINGENT LIABILITIES
Various claims are asserted against the Company in the ordinary course of
business including those pertaining to income tax examinations and product
liability, customer, vendor and patent matters. Based on facts currently
available, management believes that the disposition of the claims that are
pending or asserted will not have a materially adverse effect on the financial
position of the Company.
NOTE 14: STOCKHOLDER RIGHTS PLAN
Under the Company's Stockholder Rights Plan, each share of common stock
generally has "attached" to it one preferred share purchase right. Each right,
when exercisable, entitles the holder to purchase 1/100th of a share of the
Company's Series A Junior Participating Preferred Stock at a purchase price of
$100. Each 1/100th of a share of Series A Junior Participating Preferred Stock
will be substantially equivalent to one share of common stock and will be
entitled to one vote, voting together with the shares of common stock. The
rights will become exercisable only if, without the prior approval of the Board
of Directors, a person or group of persons acquires or announces the intention
to acquire 15% or more of the common stock. If the Company is acquired through a
merger or other business combination transaction, each right will entitle the
holder to purchase $200 worth of the surviving company's common stock for $100
(subject to adjustment). In addition, if a person or group of persons acquires
15% or more of the common stock, each right not owned by the 15% or greater
shareholder would permit the holder to purchase $200 worth of common stock for
$100 (subject to adjustment). The rights are redeemable, at the option of the
Company, at $.01 per right at any time until ten business days after a person or
group of persons acquires 15% or more of the common stock. The rights expire
52
on July 18, 2005.
NOTE 15: COMMITMENTS
At December 31, 2001, the Company was not a party to any derivative contracts.
At December 31, 2001, the Company was committed to purchase approximately 2.8
million pounds of copper, a one-month supply of the anticipated requirements for
the Company's Communications segment, at an aggregate cost of $2.1 million. At
December 31, 2001, there were unrealized losses of $0.3 million on these
commitments. The commitments mature as follows:
(in millions)
-------------
Quarter 1, 2002 $2.1
Quarter 2, 2002 -
Quarter 3, 2002 -
Quarter 4, 2002 -
Thereafter -
NOTE 16: LEASES
Operating lease expense incurred primarily for office space and machinery and
equipment was $4.5 million, $4.4 million and $4.1 million in 2001, 2000 and
1999, respectively.
Minimum annual lease payments for noncancelable operating leases in effect at
December 31, 2001 are as follows:
(in thousands)
--------------
2002 $3,989
2003 2,236
2004 1,158
2005 430
2006 315
Thereafter 150
------
$8,278
======
NOTE 17: MAJOR CUSTOMERS, CONCENTRATIONS OF CREDIT AND FAIR VALUE OF FINANCIAL
INSTRUMENTS
MAJOR CUSTOMERS
Sales to two major customers were $157.8 million or 17% and $104.2 million or
11% of total revenues in 2001, $138.3 million or 12% and $158.8 million or 14%
of total revenues in 2000, and $45.3 million or 6% and $134.4 million or 16% of
total revenues in 1999.
CONCENTRATIONS OF CREDIT
The Company sells its products to many customers in several markets across
multiple geographic areas. Certain customers, primarily the larger distributors
and communications companies, constitute in aggregate approximately 56% and 51%
of revenues in 2001 and 2000, respectively. During 2001, the Company recorded
total bad debt expense of $8.9 million. Included in this amount was $8.4 million
related to a single financially troubled value added reseller that purchased
Communications segment products. During 2000, the Company recorded total bad
debt expense of $5.9 million. Included in this amount was $5.1 million related
to a single failed North American distributor of Electronics segment products.
In December 2001, the Company recorded an $8.3 million receivable related to
"take-or-pay" compensation due from a major private-label customer. This
receivable was outstanding at December 31, 2001; however, it was paid in
February 2002. At December 31, 2001 and 2000, the Company did not consider
itself to have any significant concentrations of credit except for receivables
from several operating units of its two major customers of $13.0 million and
$23.2 million, respectively.
53
Fair Value of Financial Instruments
The Company's financial instruments consist primarily of cash and cash
equivalents, trade receivables, trade payables and debt instruments. At December
31, 2001 and 2000, the book values of cash and cash equivalents, trade
receivables, trade payables and debt instruments, excluding the medium-term
notes, are considered representative of their respective fair values. The book
value of the medium-term notes at December 31, 2001 was $200 million. The fair
value of the medium-term notes at December 31, 2001 was approximately $235
million estimated on a discounted cash flow basis using current obtainable rates
for similar financing.
NOTE 18: MINIMUM REQUIREMENTS CONTRACT
The Company has a contractual "take-or-pay" agreement with a Communications
segment customer that requires the customer to purchase minimum quantities of
product from the Company or pay the Company compensation according to
contractual terms. During 2001, the customer did not make the minimum required
purchases and the Company is entitled to receive compensation according to the
terms of the agreement. As a result, the Company recorded $8.3 million in other
operating earnings as "take-or-pay" compensation. This $8.3 million receivable
was outstanding at December 31, 2001; however, it was paid in February 2002. The
agreement further requires the customer to purchase minimum quantities of
product from the Company in 2002 and provides additional compensation amounts
under a sales incentive agreement. If the customer does not purchase product
from the Company in 2002, "take-or-pay" compensation in the range of $8 million
to $10 million will be due to the Company.
NOTE 19: ACCUMULATED OTHER COMPREHENSIVE LOSS
Foreign Unrealized Accumulated Other
Currency Loss on Minimum Pension Comprehensive Loss
Translation Derivative Liability
Adjustment Instruments
---------- ----------- --------------- ------------------
(in thousands)
Balance at December 31, 1998 $(8,859) $ - $ - $(8,859)
Current Period Change (4,191) - - (4,191)
Balance at December 31, 1999 (13,050) - - (13,050)
Current Period Change (8,883) - - (8,883)
Balance at December 31, 2000 (21,933) - - (21,933)
CURRENT PERIOD CHANGE (2,541) (245) (1,906) (4,692)
BALANCE AT DECEMBER 31, 2001 $(24,474) $(245) $(1,906) $(26,625)
NOTE 20: INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION
The Company conducts its operations through two business segments - the
Electronics segment and the Communications segment. The Electronics segment
designs, manufactures and markets metallic and fiber optic wire and cable
products with communications, entertainment, industrial and networking
applications. These products are sold primarily through distributors. The
Communications segment designs, manufactures and markets metallic cable products
primarily with communications and networking applications. These products are
sold chiefly to Local Exchange Carriers (LECs) either directly or through VARs
designated by the LECs.
The Company evaluates segment performance and allocates resources based on
operating earnings before interest and income taxes.
54
Operating earnings of the two principal segments include all the ongoing costs
of operations. Allocations to or from these business segments are not
significant. With the exception of certain unallocated tax assets, substantially
all the business assets are utilized by the business segments.
Business Segment Information
2001 ELECTRONICS COMMUNICATIONS OTHER CONSOLIDATED
- ---- ----------- -------------- ----- ------------
(IN THOUSANDS)
REVENUES TO THIRD PARTIES $614,946 $325,042 $ - $939,988
INTERSEGMENT REVENUES 7,847 12,280 (20,127) -
DEPRECIATION & AMORTIZATION 27,142 12,884 266 40,292
OPERATING EARNINGS/(LOSS) 61,925 6,283 (7,952) 60,256
INTEREST EXPENSE - - 18,585 18,585
INCOME/(LOSS) FROM CONTINUING OPERATIONS
BEFORE TAXES AND CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE
61,925 6,283 (25,337) 42,871
IDENTIFIABLE ASSETS 422,355 285,718 14,617 722,690
ACQUISITION OF PROPERTY, PLANT & EQUIPMENT
19,902 17,168 2 37,072
2000 Electronics Communications Other Consolidated
- ---- ----------- -------------- ----- ------------
(in thousands)
Revenues to third parties $783,888 $351,448 $ - $1,135,336
Intersegment revenues 6,508 28,488 (34,996) -
Depreciation & amortization 26,099 11,190 246 37,535
Operating earnings/(loss) 97,410 16,683 (10,108) 103,985
Interest expense - - 20,107 20,107
Income/(loss) from continuing operations
before taxes and cumulative effect of
change in accounting principle 97,410 16,683 (30,215) 83,878
Identifiable assets 481,012 304,805 9,951 795,768
Acquisition of property, plant & equipment
27,706 24,024(1) 319 52,049
(1) Includes $17,919 for acquired property, plant & equipment related to the
Manchester acquisition.
1999 Electronics Communications Other Consolidated
- ---- ----------- -------------- ----- ------------
(in thousands)
Revenues to third parties $692,272 $126,342 $ - $818,614
Intersegment revenues 3,044 5,761 (8,805) -
Depreciation & amortization 25,425 4,835 98 30,358
Operating earnings/(loss) 79,651 4,673 (4,434) 79,890
Interest expense - - 14,042 14,042
Income/(loss) from continuing operations 79,651 4,673 (18,476) 65,848
before taxes and cumulative effect of
change in accounting principle
Identifiable assets 471,224 235,469 5,771 712,464
Acquisition of property, plant & equipment
160,203(2) 93
27,426(1) 187,722
(1) Includes $7,081 for acquired property, plant & equipment related to the
Dorfler and Duna acquisitions. (2) Includes $155,778 for acquired property,
plant & equipment related to the CSI acquisition.
55
Geographic Information
The following table identifies revenues by country based on the location of the
customer and property, plant and equipment by country based on physical
location.
2001 2000 1999
---- ---- ----
PERCENT PROPERTY, Percent Property, Percent Property,
OF PLANT & of Plant & of Plant &
COUNTRY & REGION REVENUES REVENUE EQUIPMENT Revenues Revenue Equipment Revenues Revenue Equipment
- ---------------- -------- ------- --------- -------- ------- --------- -------- ------- ---------
(in thousands)
UNITED STATES $622,216 66% $264,331 $777,489 69% $267,490 $ 559,247 68% $ 268,768
NETHERLANDS 12,208 1% 29,444 12,708 1% 33,418 13,574 2% 36,144
UNITED KINGDOM 88,044 9% 19,980 96,566 9% 17,676 23,067 3% -
REST OF EUROPE 99,040 11% 19,447 115,340 10% 12,328 100,152 12% 16,823
-------- --- -------- ---------- --- -------- -------- --- ---------
TOTAL EUROPE 199,292 21% 68,871 224,614 20% 63,422 136,793 17% 52,967
REST OF WORLD 118,480 13% 22,650 133,233 11% 24,503 122,574 15% 27,351
-------- --- -------- ---------- --- -------- -------- --- ---------
TOTAL $939,988 100% $355,852 $1,135,336 100% $355,415 $818,614 100% $ 349,086
======== === ======== ========== === ======== ======== === =========
NOTE 21: QUARTERLY OPERATING RESULTS (UNAUDITED)
2001 (BY QUARTER) 1 2 3 4
- -------------------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
REVENUES $251,828 $246,915 $236,475 $204,770
GROSS PROFIT 49,309 47,234 42,067 30,296
OPERATING EARNINGS 21,086 19,584 6,204 13,382
NET INCOME 11,215 9,595 3,761 6,387
BASIC EARNINGS PER SHARE $ .46 $ .39 $ .15 $ .26
DILUTED EARNINGS PER SHARE $ .45 $ .39 $ .15 $ .26
2000 (by quarter) 1 2 3 4
- -------------------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
Revenues $228,009 $291,199 $306,257 $309,871
Gross profit 46,870 57,681 59,095 67,941
Operating earnings 19,374 25,109 28,824 30,678
Net income 9,359 12,474 14,802 16,208
Basic earnings per share $ 0.38 $ 0.51 $ 0.61 $ 0.66
Diluted earnings per share $ 0.38 $ 0.50 $ 0.60 $ 0.66
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
56
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors is incorporated herein by reference to
"Proposal, Election of Director,"as described in the Proxy Statement.
Information regarding executive officers is set forth in Part I herein under the
heading "Executive Officers."
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to "Board Structure and Compensation,"
"Director Compensation," "Executive Compensation," and "Stock Performance
Graph," as described in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
Incorporated herein by reference to "Stock Ownership of Certain Beneficial
Owners and Management," "Beneficial Ownership Table of Directors, Nominees and
Executive Officers" and "Beneficial Ownership Table of Shareholders Owning more
than Five Percent," as described in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
1. FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 2001
and December 31, 2000
Consolidated Income Statements for Each of the Three Years
in the Period Ended December 31, 2001
Consolidated Cash Flow Statements for Each of the Three Years
in the Period Ended December 31, 2001
Consolidated Stockholders' Equity Statements for Each of the
Three Years in the Period Ended December 31, 2001
Notes to Consolidated Financial Statements
2. II - Valuation and Qualifying Accounts
All other financial statement schedules not included in this Annual
Report on Form 10-K have been omitted because they are not applicable.
3. EXHIBITS The following exhibits are filed herewith or incorporated
herein by reference. DOCUMENTS INDICATED BY AN ASTERISK (*) ARE FILED HEREWITH;
DOCUMENTS INDICATED BY A DOUBLE ASTERISK IDENTIFY EACH MANAGEMENT CONTRACT OR
COMPENSATORY PLAN. Documents not indicated by an asterisk are incorporated
herein by reference to the document indicated. References to (i) the
"Registration Statement" are to the Belden Inc. Registration Statement on Form
S-1, File Number 33-66830, (ii) the "Form 10-Q" are to the Belden Inc.
57
Quarterly Report on Form 10-Q for the Quarter ended September 30, 1993, File
Number 1-12280, (iii) the "Form 8-A" are to the Belden Inc. Registration
Statement on Form 8-A filed with the Commission and effective on July 25, 1995,
(iv) the "Form 10-K 1995" are to the Belden Inc. Report on Form 10-K for 1995,
File Number 1-12280, (v) the "Form S-8" are to the Belden Inc. Registration
Statement on Form S-8, filed in connection with the Belden Inc. Non-Employee
Director Stock Plan, File Number 333-11071, (vi) the "Form 10-K 1997" are to the
Belden Inc. Report on Form 10-K for 1997, File Number 1-12280, (vii) the "Form
10-Q, First Quarter, 1998" are to the Belden Inc. Quarterly Report on Form 10-Q
for the Quarter ended March 31, 1998, File Number 1-12280, (viii) the "Form 10-K
1999" are to the Belden Inc. Report on Form 10-K for 1999, File Number 1-12280,
(ix) the "Form 10-Q, First Quarter, 2000" are to the Belden Inc. Quarterly
Report on Form 10-Q for the Quarter ended March 31, 2000, File Number 1-12280,
(x) the "Form 10-Q, Second Quarter, 2000" are to the Belden Inc. Quarterly
Report on Form 10-Q for the Quarter ended June 30, 2000, File Number 1-12280,
(xi) the "Form 10-Q, Third Quarter, 2000" are to the Belden Inc. Quarterly
Report on Form 10-Q for the Quarter ended September 30, 2000, File Number
1-12280, (xii) the "1999 Form S-8" are to the Belden Inc. Registration Statement
on Form S-8, filed in connection with the Belden Inc. Long-Term Incentive Plan,
File Number 333-74923, (xiii) the "Form 8-K, July 1999" are to the Belden Inc.
Report on Form 8-K, filed with the Commission on July 12, 1999, (xiv) the "Form
10-Q, Second Quarter, 2001" are to the Belden Inc. Quarterly Report on Form 10-Q
for the Quarter ended June 30, 2001, File Number 1-12280, (xv) the "Form 10-Q,
Third Quarter, 2001" are to the Belden Inc. Quarterly Report on Form 10-Q for
the Quarter ended September 30, 2001, File number 1-12280, and (xvi) the
"Amendment to Form S-8" are to the Belden Inc. Post-Effective Amendment No. 2 of
Registration Statement on Form S-8, filed in connection with the Belden Inc.
Employee Stock Purchase Plan, as amended and restated as of August 15, 2001,
File Number 033-66830.
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger, dated May 21, 1999, among Belden Inc.,
Ashes Merger Corp., Cable Systems Holding Company, Cable Systems
Holding, LLC, Citicorp Venture Capital, Ltd. and the other Ultimate
Owners (Exhibit 2 to Form 8-K, July 1999)
3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to
Registration Statement)
3.2 Bylaws of the Company (Exhibit 3.2 to Registration Statement)
4.1 Specimen Common Stock Certificate (Exhibit 4.1 to Form 10-K 1995)
4.2 Amendment to Specimen Common Stock Certificate (Exhibit 4.2 to Form
10-K 1997)
4.3 Rights Agreement, dated as of July 6, 1995, between Belden Inc. and
First Chicago Trust Company of New York, as Rights Agent; Mellon
Investor Services LLC has superseded First Chicago Trust Company of
New York as Rights Agent (Exhibit 1 to Form 8-A)
4.4 Note Purchase Agreement, dated as of August 1, 1997, providing for up
to $200,000,000 aggregate principal amount of Senior Notes issuable in
series, with an initial series of Senior Notes in the aggregate
principal amount of $75,000,000, between Belden Inc. as issuer and, as
purchasers, Aid Association for Lutherans; Mutual of Omaha Insurance
Company; United of Omaha Life Insurance Company; Nationwide Mutual
Insurance Company; State Farm Life Insurance Company; Principal Mutual
Life Insurance Company; Nippon Life Insurance Company of America; and
Cudd and Company (Exhibit 4.4 to Form 10-K 1997)
4.5 First Amendment to Note Purchase Agreement listed above as Exhibit
4.4, dated as of September 1, 1999 (Exhibit 4.5 of Form 10-K 1999)
4.6 Amended and Restated Series 1997-A Guaranty of Belden Wire & Cable
Company, Cable Systems Holding Company and Cable Systems International
Inc. (now Belden Communications Company), the form of which is
included as Annex II to the First Amendment to Note Purchase Agreement
listed above as Exhibit 4.5 (Exhibit 4.6 of Form 10-K 1999)
4.7 Note Purchase Agreement, dated as of September 1, 1999, providing for
$125,000,000 aggregate principal amount of Senior Notes issuable in
series, with three series of Senior Notes in the principal amounts of
$64,000,000, $44,000,000, and $17,000,000, respectively, between
Belden Inc. as issuer and, as purchasers, Principal Life Insurance
Company, Commercial Union Life Insurance Company of America, State
Farm Life Insurance Company, State Farm Life and
58
EXHIBIT NO. DESCRIPTION
----------- -----------
Accident Assurance Company, Connecticut General Life Insurance
Company, Allstate Life Insurance Company, The Travelers Insurance
Company, Primerica Life Insurance Company, First Trenton Indemnity
Company, United of Omaha Life Insurance Company, American United Life
Insurance Company, The State Life Insurance Company, Salkeld and
Company, CIG and Company, Ameritas Variable Life Insurance Company,
Ameritas Life Insurance Corporation, The Canada Life Assurance
Company, Canada Life Insurance Company of America, Canada Life
Insurance Company of New York, Lutheran Brotherhood, Modern Woodmen of
America, Woodmen Accident and Life Company, Cudd and Company and
Clarica Life Insurance Company (Exhibit 4.7 to Form 10-K 1999)
4.8 Guaranty of Belden Wire & Cable Company, Cable Systems Holding
Company, and Cable Systems International Inc (now Belden
Communications Company), the form of which is included as Exhibit 1.2
to the Note Purchase Agreement listed above as Exhibit 4.7 (Exhibit
4.8 to Form 10-K 1999)
10.1 Asset Transfer Agreement by and between Cooper Industries, Inc. and
Belden Wire & Cable Company, with schedules and exhibits thereto
(Exhibit 10.1 to Form 10-Q)
10.2 Canadian Asset Transfer Agreement by and between Cooper Industries
(Canada) Inc. and Belden (Canada) Inc. (Exhibit 10.11 to Form 10-Q)
10.3 Trademark License Agreement by and between Belden Wire & Cable Company
and Cooper Industries, Inc. (Exhibit 10.2 to Form 10-Q)
10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden Inc.
(Exhibit 10.4 to Form 10-Q)
10.5 Tax Sharing and Separation Agreement by and among Belden Inc., Cooper
Industries, Inc., and Belden Wire & Cable Company (Exhibit 10.6 to
Form 10-Q)
**10.6 Non-Employee Director Stock Plan (Exhibit 4.5 to Form S-8)
**10.7 Amendment to Non-Employee Director Stock Plan (Exhibit 10.7 to Form
10-K 1999)
**10.8 Change of Control Employment Agreements, dated as of July 31, 2001,
between Belden Inc. and each of C. Baker Cunningham, Richard K. Reece,
Peter J. Wickman, Paul Schlessman, Cathy O. Staples and Kevin L.
Bloomfield (Exhibit 10.1 to Form 10-Q, Third Quarter, 2001)
**10.9 Trust Agreement ("Rabbi Trust"), dated January 1, 1998, between
Belden Wire & Cable Company and Bankers Trust Company (Exhibit 10.8 to
Form 10-K 1997)
**10.10 Belden Inc. Long-Term Incentive Plan (Exhibit 4.6 to 1999 Form S-8)
**10.11 Amendment to Belden Inc. Long-Term Incentive Plan (Exhibit 10.11
to Form 10-K 1999)
**10.12 Amendment to Belden Inc. Long-Term Incentive Plan (Exhibit 10.2
to Form 10-Q, Third Quarter, 2000)
**10.13 Belden Inc. Employee Stock Purchase Plan, as amended and restated
as of August 15, 2001 (Exhibit 99.1 to Amendment to Form S-8)
***10.14 Belden Wire & Cable Company Supplemental Excess Defined Benefit
Plan, as amended and restated as of January 1, 1998
***10.15 First Amendment to Belden Wire & Cable Company Supplemental Excess
Defined Benefit Plan
***10.16 Belden Wire & Cable Company Supplemental Excess Defined
Contribution Plan, as amended and restated as of January 1, 1998
***10.17 First Amendment to Belden Wire & Cable Company Supplemental Excess
Defined Contribution Plan
**10.18 Indemnification Agreements entered into between Belden Inc. and
each of its directors and executive officers as of October 6, 1993
(Exhibit 10.10 to Form 10-Q)
**10.19 Indemnification Agreements entered into between Belden Inc. and
each of Christopher I. Byrnes and Bernard G. Rethore dated November
14, 1995 and February 27, 1997, respectively (Exhibit 10.15 to Form
10-K 1997)
**10.20 Indemnification Agreement dated as of August 16, 1997, entered into
between Belden Inc. and Cathy O. Staples (Exhibit 10.2 to Form 10-Q,
First Quarter, 1998)
**10.21 Indemnification Agreement dated as of July 23, 1999, entered into
between Belden Inc. and Paul Schlessman (Exhibit 10.22 to Form 10-K
1999)
**10.22 Indemnification Agreements entered into between Belden Inc. and
each of John M. Monter and Whitson Sadler, respectively, dated May 4,
2000 (Exhibit 10.1 to Form 10-Q, First Quarter, 2000)
59
EXHIBIT NO. DESCRIPTION
----------- -----------
**10.23 Indemnification Agreement dated as of July 3, 2000, entered into
between Belden Inc. and Stephen H. Johnson (Exhibit 10.1 to Form 10-Q,
Second Quarter, 2000)
**10.24 Indemnification Agreement dated as of August 17, 2000, entered into
between Belden Inc. and Arnold W. Donald (Exhibit 10.1 to Form 10-Q,
Third Quarter, 2000)
10.25 Credit Agreement, dated as of June 21, 2001, among Belden Inc.;
Wachovia Bank, N.A.; SunTrust Bank; U.S. Bank National Association;
ING Bank N.V., Venlo Branch; Comerica Bank; The Northern Trust Company
and the Industrial Bank of Japan, Limited (Exhibit 10.1 to Form 10-Q,
Second Quarter, 2001)
*10.26 First Amendment to Credit Agreement dated as of October 31, 2001
*10.27 Guaranty of Belden Inc., the form of which is included as Exhibit J
to the Credit Agreement listed above as Exhibit 10.25
*21.1 List of Subsidiaries of Belden Inc.
*23.1 Consent of Ernst & Young LLP
*24.1 Powers of Attorney from Members of the Board of Directors of Belden
Inc.
Copies of the above Exhibits are available to shareholders at a charge of $.25
per page, minimum order of $10.00. Direct requests to:
Belden Inc., Attention: Secretary
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the last
quarter of 2001.
60
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS DEDUCTIONS
--------------------------- -------------------------
CHARGED TO
BEGINNING COSTS AND ENDING
(in thousands) BALANCE EXPENSES ACQUISITIONS WRITE OFFS BALANCE
- -------------- --------- ---------- ------------ ---------- -------
Year Ended December 31, 1999
Allowance for doubtful accounts $ 663 $ 882 $ 848 $1,126 $ 1,267
======= ====== ====== ====== =======
Inventory obsolescence and other reserves $ 3,322 $ 791 $1,170 $ 834 $ 4,449
======= ====== ====== ====== =======
Year Ended December 31, 2000
Allowance for doubtful accounts $ 1,267 $5,715 $ 18 $ 328 $ 6,672
======= ====== ====== ====== =======
Inventory obsolescence and other reserves $ 4,449 $5,936 $2,839 $2,409 $10,815
======= ====== ====== ====== =======
YEAR ENDED DECEMBER 31, 2001
ALLOWANCE FOR DOUBTFUL ACCOUNTS $ 6,672 $9,287 $ -- $ 610 $15,349
======= ====== ====== ====== =======
INVENTORY OBSOLESCENCE AND OTHER RESERVES $10,815 $5,928 $ -- $6,310 $10,433
======= ====== ====== ====== =======
61
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BELDEN INC.
By /s/ C. BAKER CUNNINGHAM
---------------------------------
C. Baker Cunningham
Chairman of the Board, President,
Date: March 21, 2002 Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
/s/ C. BAKER CUNNINGHAM President, Chairman of the Board March 21, 2002
- ------------------------- Chief Executive Officer and Director
C. Baker Cunningham
/s/ PAUL SCHLESSMAN Vice President, Finance, March 21, 2002
- ------------------------- and Chief Financial Officer
Paul Schlessman (Mr. Schlessman also is the Company's
Chief Accounting Officer)
/s/ LORNE D. BAIN* Director March 21, 2002
- -------------------------
Lorne D. Bain
/s/ JOHN M. MONTER* Director March 21, 2002
- -------------------------
John M. Monter
/s/ WHITSON SADLER* Director March 21, 2002
- -----------------------------
Whitson Sadler
/s/ BERNARD G. RETHORE* Director March 21, 2002
- --------------------------
Bernard G. Rethore
/s/ ARNOLD W. DONALD* Director March 21, 2002
- ----------------------
Arnold W. Donald
/s/ CHRISTOPHER I. BYRNES* Director March 21, 2002
- ---------------------------
Christopher I. Byrnes
/s/ C. BAKER CUNNINGHAM
- ------------------------------------------
*By C. Baker Cunningham, Attorney-in-fact
62
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered
------ --------
2.1 Agreement and Plan of Merger, dated May 21, 1999, among Belden Inc.,
Ashes Merger Corp., Cable Systems Holding Company, Cable Systems
Holding, LLC, Citicorp Venture Capital, Ltd. and the other Ultimate
Owners (Exhibit 2 to Form 8-K, July 1999)
3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to
Registration Statement)
3.2 Bylaws of the Company (Exhibit 3.2 to Registration Statement)
4.1 Specimen Common Stock Certificate (Exhibit 4.1 to Form 10-K 1995)
4.2 Amendment to Specimen Common Stock Certificate (Exhibit 4.2 to Form
10-K 1997)
4.3 Rights Agreement, dated as of July 6, 1995, between Belden Inc. and
First Chicago Trust Company of New York, as Rights Agent; Mellon
Investor Services LLC has superseded First Chicago Trust Company of
New York as Rights Agent (Exhibit 1 to Form 8-A)
4.4 Note Purchase Agreement, dated as of August 1, 1997, providing for up
to $200,000,000 aggregate principal amount of Senior Notes issuable in
series, with an initial series of Senior Notes in the aggregate
principal amount of $75,000,000, between Belden Inc. as issuer and, as
purchasers, Aid Association for Lutherans; Mutual of Omaha Insurance
Company; United of Omaha Life Insurance Company; Nationwide Mutual
Insurance Company; State Farm Life Insurance Company; Principal Mutual
Life Insurance Company; Nippon Life Insurance Company of America; and
Cudd and Company (Exhibit 4.4 to Form 10-K 1997)
4.5 First Amendment to Note Purchase Agreement listed above as Exhibit
4.4, dated as of September 1, 1999 (Exhibit 4.5 of Form 10-K 1999)
4.6 Amended and Restated Series 1997-A Guaranty of Belden Wire & Cable
Company, Cable Systems Holding Company and Cable Systems International
Inc. (now Belden Communications Company), the form of which is
included as Annex II to the First Amendment to Note Purchase Agreement
listed above as Exhibit 4.5 (Exhibit 4.6 of Form 10-K 1999)
4.7 Note Purchase Agreement, dated as of September 1, 1999, providing for
$125,000,000 aggregate principal amount of Senior Notes issuable in
series, with three series of Senior Notes in the principal amounts of
$64,000,000, $44,000,000, and $17,000,000, respectively, between
Belden Inc. as issuer and, as purchasers, Principal Life Insurance
Company, Commercial Union Life Insurance Company of America, State
Farm Life Insurance Company, State Farm Life and Accident Assurance
Company, Connecticut General Life Insurance Company, Allstate Life
Insurance Company, The Travelers Insurance Company, Primerica Life
Insurance Company, First Trenton Indemnity Company, United of Omaha
Life Insurance Company, American United Life Insurance Company, The
State Life Insurance Company, Salkeld and Company, CIG and Company,
Ameritas Variable Life Insurance Company, Ameritas Life Insurance
Corporation, The Canada Life Assurance Company, Canada Life Insurance
Company of America, Canada Life Insurance Company of New York,
Lutheran Brotherhood, Modern Woodmen of America, Woodmen Accident and
Life Company, Cudd and Company and Clarica Life Insurance Company
(Exhibit 4.7 to Form 10-K 1999)
4.8 Guaranty of Belden Wire & Cable Company, Cable Systems Holding
Company, and Cable Systems International Inc (now Belden
Communications Company), the form of which is included as Exhibit 1.2
to the Note Purchase Agreement listed above as Exhibit 4.7 (Exhibit
4.8 to Form 10-K 1999)
10.1 Asset Transfer Agreement by and between Cooper Industries, Inc. and
Belden Wire & Cable Company, with schedules and exhibits thereto
(Exhibit 10.1 to Form 10-Q)
10.2 Canadian Asset Transfer Agreement by and between Cooper Industries
(Canada) Inc. and Belden (Canada) Inc. (Exhibit 10.11 to Form 10-Q)
10.3 Trademark License Agreement by and between Belden Wire & Cable Company
and Cooper Industries, Inc. (Exhibit 10.2 to Form 10-Q)
10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden Inc.
(Exhibit 10.4 to Form 10-Q)
63
Exhibit
Sequentially
Number Numbered
------ --------
10.5 Tax Sharing and Separation Agreement by and among Belden Inc., Cooper
Industries, Inc., and Belden Wire & Cable Company (Exhibit 10.6 to
Form 10-Q)
**10.6 Non-Employee Director Stock Plan (Exhibit 4.5 to Form S-8)
**10.7 Amendment to Non-Employee Director Stock Plan (Exhibit 10.7 to Form
10-K 1999)
**10.8 Change of Control Employment Agreements, dated as of July 31, 2001,
between Belden Inc. and each of C. Baker Cunningham, Richard K. Reece,
Peter J. Wickman, Paul Schlessman, Cathy O. Staples and Kevin L.
Bloomfield (Exhibit 10.1 to Form 10-Q, Third Quarter, 2001)
**10.9 Trust Agreement ("Rabbi Trust"), dated January 1, 1998, between
Belden Wire & Cable Company and Bankers Trust Company (Exhibit 10.8 to
Form 10-K 1997)
**10.10 Belden Inc. Long-Term Incentive Plan (Exhibit 4.6 to 1999 Form S-8)
**10.11 Amendment to Belden Inc. Long-Term Incentive Plan (Exhibit 10.11 to
Form 10-K 1999)
**10.12 Amendment to Belden Inc. Long-Term Incentive Plan (Exhibit 10.2 to
Form 10-Q, Third Quarter, 2000)
**10.13 Belden Inc. Employee Stock Purchase Plan, as amended and restated
as of August 15, 2001 (Exhibit 99.1 to Amendment to Form S-8)
***10.14 Belden Wire & Cable Company Supplemental Excess Defined Benefit
Plan, as amended and restated as of January 1, 1998
***10.15 First Amendment to Belden Wire & Cable Company Supplemental Excess
Defined Benefit Plan
***10.16 Belden Wire & Cable Company Supplemental Excess Defined
Contribution Plan, as amended and restated as of January 1, 1998
***10.17 First Amendment to Belden Wire & Cable Company Supplemental Excess
Defined Contribution Plan
**10.18 Indemnification Agreements entered into between Belden Inc. and
each of its directors and executive officers as of October 6, 1993
(Exhibit 10.10 to Form 10-Q)
**10.19 Indemnification Agreements entered into between Belden Inc. and
each of Christopher I. Byrnes and Bernard G. Rethore dated November
14, 1995 and February 27, 1997, respectively (Exhibit 10.15 to Form
10-K 1997)
**10.20 Indemnification Agreement dated as of August 16, 1997, entered into
between Belden Inc. and Cathy O. Staples (Exhibit 10.2 to Form 10-Q,
First Quarter, 1998)
**10.21 Indemnification Agreement dated as of July 23, 1999, entered
into between Belden Inc. and Paul Schlessman (Exhibit 10.22 to Form
10-K 1999)
**10.22 Indemnification Agreements entered into between Belden Inc. and
each of John M. Monter and Whitson Sadler, respectively, dated May 4,
2000 (Exhibit 10.1 to Form 10-Q, First Quarter, 2000)
**10.23 Indemnification Agreement dated as of July 3, 2000, entered into
between Belden Inc. and Stephen H. Johnson (Exhibit 10.1 to Form 10-Q,
Second Quarter, 2000)
**10.24 Indemnification Agreement dated as of August 17, 2000, entered into
between Belden Inc. and Arnold W. Donald (Exhibit 10.1 to Form 10-Q,
Third Quarter, 2000)
10.25 Credit Agreement, dated as of June 21, 2001, among Belden Inc.;
Wachovia Bank, N.A.; SunTrust Bank; U.S. Bank National Association;
ING Bank N.V., Venlo Branch; Comerica Bank; The Northern Trust Company
and the Industrial Bank of Japan, Limited (Exhibit 10.1 to Form 10-Q,
Second Quarter, 2001)
*10.26 First Amendment to Credit Agreement dated as of October 31, 2001
*10.27 Guaranty of Belden Inc., the form of which is included as Exhibit J
to the Credit Agreement listed above as Exhibit 10.25
*21.1 List of Subsidiaries of Belden Inc.
*23.1 Consent of Ernst & Young LLP
*24.1 Powers of Attorney from Members of the Board of Directors of Belden
Inc.
*Filed herewith. Documents not indicated by an asterisk (*) are incorporated
herein by reference.
64