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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2002
Commission File Number 1-12280
BELDEN INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0412617
(State or Other Jurisdiction of (I.R.S. 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)
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 requirement for the past 90 days.
Yes X No
---- -----
Number of shares outstanding of the issuer's Common Stock, par value
$.01 per share, as of August 12, 2002: 24,920,793 shares
================================================================================
Exhibit Index on Page 27 Page 1 of 28
PART I FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------------------------------------------
JUNE 30, December 31,
2002 2001
- -------------------------------------------------------------------------------------------------------------------
(in thousands) (UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents $ 1,421 $ 2,799
Receivables 117,193 105,865
Inventories 157,149 150,791
Income taxes receivable - 14,527
Deferred income taxes 7,075 7,078
Other current assets 3,502 2,470
- -------------------------------------------------------------------------------------------------------------------
Total current assets 286,340 283,530
Property, plant and equipment, less accumulated
depreciation 360,476 355,852
Goodwill, less accumulated amortization 75,700 74,016
Other long-lived assets 10,627 9,292
- -------------------------------------------------------------------------------------------------------------------
$ 733,143 $722,690
===================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 93,551 $ 76,816
Income taxes payable 294 -
- -------------------------------------------------------------------------------------------------------------------
Total current liabilities 93,845 76,816
Long-term debt 207,980 234,703
Postretirement benefits other than pensions 11,128 11,580
Deferred income taxes 69,950 69,614
Other long-term liabilities 16,730 15,732
Stockholders' equity
Preferred stock - -
Common stock 262 262
Additional paid-in capital 42,713 43,773
Retained earnings 327,040 323,671
Accumulated other comprehensive loss (12,405) (26,625)
Unearned deferred compensation (2,653) (1,233)
Treasury stock (21,447) (25,603)
- -------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 333,510 314,245
- -------------------------------------------------------------------------------------------------------------------
$ 733,143 $ 722,690
===================================================================================================================
See accompanying notes.
-2-
CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
- ----------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------------------------------------------
2002 2001 2002 2001
- ----------------------------------------------------------------------------------------------------------------------------
(in thousands, except per share data)
Revenues $ 207,689 $ 254,209 $ 414,764 $ 513,691
Cost of sales 171,144 206,975 345,746 417,148
- ----------------------------------------------------------------------------------------------------------------------------
Gross profit 36,545 47,234 69,018 96,543
Selling, general and administrative expenses 26,162 27,175 53,054 54,890
Amortization of goodwill - 475 - 983
- ----------------------------------------------------------------------------------------------------------------------------
Operating earnings 10,383 19,584 15,964 40,670
Nonoperating earnings - - - (1,200)
Interest expense 3,374 4,888 7,210 9,668
- ----------------------------------------------------------------------------------------------------------------------------
Income before taxes and cumulative effect of change
in accounting principle 7,009 14,696 8,754 32,202
Income taxes 2,313 5,101 2,889 11,141
- ----------------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of change in
accounting principle 4,696 9,595 5,865 21,061
Cumulative effect of change in accounting principle - - - (251)
- ----------------------------------------------------------------------------------------------------------------------------
Net income $ 4,696 $ 9,595 $ 5,865 $ 20,810
============================================================================================================================
Basic average shares outstanding 24,753 24,549 24,730 24,510
Basic earnings per share before cumulative effect of
change in accounting principle $ .19 $ .39 $ .24 $ .86
Basic earnings per share $ .19 $ .39 $ .24 $ .85
============================================================================================================================
Diluted average shares outstanding 25,007 24,831 24,957 24,823
Diluted earnings per share before cumulative effect of
change in accounting principle $ .19 $ .39 $ .24 $ .85
Diluted earnings per share $ .19 $ .39 $ .24 $ .84
============================================================================================================================
Dividends declared per share $ .05 $ .05 $ .10 $ .10
============================================================================================================================
See accompanying notes.
-3-
CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)
- ------------------------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Cash flow from operating activities
Income before cumulative effect of change in accounting principle
$ 5,865 $ 21,061
Adjustments to reconcile income before cumulative effect of change in
accounting principle to net cash provided by operating activities
Depreciation and amortization 19,539 19,613
Gain on business divestiture - (1,166)
Other, net 538 218
Changes in operating assets and liabilities (1)
Receivables (6,502) 23,005
Inventories (2,804) (11,541)
Accounts payable and accrued liabilities 14,908 (38,636)
Current and deferred income taxes, net 15,160 (3,327)
Other assets and liabilities, net (4,812) (2,583)
==============================================================================================================================
Net cash provided by operating activities 41,892 6,644
Cash flows from investing activities
Capital expenditures (15,661) (16,828)
Proceeds from business divestiture - 1,360
Proceeds from disposal of property 97 108
- ------------------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (15,564) (15,360)
Cash flows from financing activities
Net borrowings/(payments) under credit agreements (26,723) 6,470
Proceeds from exercise of stock options 1,271 1,126
Cash dividends paid (2,496) (2,445)
- ------------------------------------------------------------------------------------------------------------------------------
Net cash provided by/(used for) financing activities (27,948) 5,151
Effect of exchange rate changes on cash and cash equivalents 242 119
- ------------------------------------------------------------------------------------------------------------------------------
Increase/(decrease) in cash and cash equivalents (1,378) (3,446)
Cash and cash equivalents, beginning of period 2,799 7,396
- ------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 1,421 $ 3,950
==============================================================================================================================
Supplemental cash flow information
Income tax refunds received $ 15,225 $ 558
Income taxes paid (2,306) (9,759)
Interest paid, net of amount capitalized (7,390) (9,227)
==============================================================================================================================
See accompanying notes.
(1)Net of the effects of exchange rate changes.
-4-
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)
====================================================================================================================================
Accumulated
Unearned Other
Common Paid-In Retained Treasury Deferred Comprehensive
Stock Capital Earnings Stock Compensation Loss Total
- ------------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Balance at December 31, 2000 $ 262 $ 47,379 $297,625 ($35,664) $ - ($21,933) $ 287,669
Net income 20,810 20,810
Foreign currency translation adjustments (3,953) (3,953)
Unrealized loss on derivative instruments (267) (267)
----------
Comprehensive income 16,590
Issuance of treasury stock
Exercise of stock options (935) 2,061 1,126
Stock compensation (262) 2,180 (1,741) 522
Amortization of unearned deferred
compensation 218 218
Cash dividends ($.05 per share) (2,454) (2,454)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2001 $ 262 $ 46,182 $315,981 $31,423) $1,523) ($26,153) $ 303,326
====================================================================================================================================
Balance at December 31, 2001 $ 262 $ 43,773 $323,671 ($25,603) ($1,233) ($26,625) $ 314,245
Net income 5,865 5,865
Foreign currency translation adjustments 13,975 13,975
Unrealized gain on derivative instruments 245 245
----------
Comprehensive income 20,085
Issuance of treasury stock
Exercise of stock options (509) 1,780 1,271
Stock compensation (507) 2,465 (1,958) -
Employee stock purchase plan (44) (89) (133)
Amortization of unearned deferred
compensation 538 538
Cash dividends ($.05 per share) (2,496) (2,496)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2002 $ 262 $ 42,713 $ 327,040 ($21,447) ($2,653) ($12,405) $ 333,510
====================================================================================================================================
See accompanying notes.
-5-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: 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. The financial information presented as of any date
other than December 31, 2001 and December 31, 2000 has been prepared from the
books and records without audit. The accompanying Consolidated Financial
Statements have been prepared in accordance with the instructions to Form 10-Q
and do not include all of the information or the Notes to Consolidated Financial
Statements required by accounting principles generally accepted in the United
States for complete statements. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of such financial statements have been included. These Consolidated
Financial Statements should be read in conjunction with the Consolidated
Financial Statements and notes thereto contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.
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 presentation.
-6-
NOTE 2: PER SHARE INFORMATION
The following table sets forth the computation of basic and diluted earnings per
share:
==============================================================================================================================
Three Months Ended Six Months Ended
June 30, June 30,
==============================================================================================================================
2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
Numerator
Income before cumulative effect of change in
accounting principle $ 4,696 $ 9,595 $ 5,865 $ 21,061
Net income $ 4,696 $ 9,595 $ 5,865 $ 20,810
==============================================================================================================================
Denominator
Denominator for basic earnings per share - weighted
average shares 24,549 24,549 24,730 24,510
Effect of dilutive employee stock options 254 282 227 313
- ------------------------------------------------------------------------------------------------------------------------------
Denominator for dilutive earnings per share - adjusted weighted average
shares 25,007 24,831 24,957 24,823
==============================================================================================================================
Basic earnings per share before cumulative effect of change in
accounting principle $ .19 $ .39 $ .24 $ .86
Basic earnings per share $ .19 $ .39 $ .24 $ .85
==============================================================================================================================
Diluted earnings per share before cumulative effect of change in
accounting principle $ .19 $ .39 $ .24 $ .85
Diluted earnings per share $ .19 $ .39 $ .24 $ .84
==============================================================================================================================
NOTE 3: SHARE INFORMATION
==============================================================================================================================
Common Stock Treasury Stock
- ------------------------------------------------------------------------------------------------------------------------------
(number of shares in thousands)
Balance at December 31, 2000 26,204 (1,774)
Issuance of treasury stock
Exercise of stock options - 68
Stock compensation - 66
- ------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2001 26,204 (1,640)
==============================================================================================================================
Balance at December 31, 2001 26,204 (1,443)
Issuance/(return) of treasury stock
Exercise of stock options - 69
Stock compensation - 94
Employee stock purchase plan adjustments, net - (3)
- ------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2002 26,204 (1,283)
==============================================================================================================================
-7-
NOTE 4: INVENTORIES
==============================================================================================================================
June 30, December 31,
2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Raw materials $ 37,254 $ 39,710
Work-in-process 4,833 3,052
Finished goods 127,051 119,973
Perishable tooling and supplies 4,485 4,319
- ------------------------------------------------------------------------------------------------------------------------------
Gross inventories 173,623 167,054
Excess of current standard costs over LIFO costs (5,430) (5,830)
Obsolescence and other reserves (11,044) (10,433)
- ------------------------------------------------------------------------------------------------------------------------------
Net inventories $ 157,149 $ 150,791
==============================================================================================================================
NOTE 5: GOODWILL
On January 1, 2002, the Company adopted the new rules of accounting under
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets. As of June 30, 2002, and during the six-month period then
ended, the Company had no indefinite-lived intangible assets other than
goodwill. Application of the nonamortization provision of SFAS No. 142 during
the three- and six-month periods ended June 30, 2001 would have resulted in a
$0.4 million ($0.5 million pretax), or $0.02 per diluted share and a $0.6
million ($1.0 million pretax), or $0.03 per diluted share, respectively,
increase in net income for that period. The Electronics segment and the
Communications segment reported goodwill, net of accumulated amortization, at
June 30, 2002 in the amounts of $73.3 million and $2.4 million, respectively.
NOTE 6: LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
Short-Term Borrowings
At June 30, 2002, short-term borrowings in the amount of $6.5 million 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.
Interest Rate Management
The Company manages its debt portfolio by using interest rate swap agreements to
achieve an overall desired position of fixed and floating rates. As of June 30,
2002, the Company was party to interest rate swap agreements relating to its
7.60% medium-term notes that mature in 2004. The swaps convert a notional amount
of $64 million from fixed rates to floating rates and mature in 2004. These
agreements have been designated and qualify as fair value hedges of the
associated medium-term notes in accordance with SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities.
Based on current interest rates for similar transactions, the fair value of the
Company's interest rate swap agreements at June 30, 2002 was not material.
-8-
Credit and market risk exposures on these agreements are limited to the net
interest differentials. The net interest differentials earned or incurred from
interest rate swaps were recorded as part of interest expense and were not
material for the three- and six-month periods ended June 30, 2002. The effect of
interest rate swaps on the Company's average interest rate on long-term debt was
also not material for the three- and six-month periods ended June 30, 2002. The
Company is exposed to credit loss in the event of nonperformance by
counterparties on the agreements, but does not anticipate nonperformance by any
of the counterparties.
NOTE 7: INCOME TAXES
The net tax expense for the three- and six-month periods ended June 30, 2002 was
$2.3 million and $2.9 million, respectively. This reflects a reduction in the
effective annual income tax rate from 34.5% to 33.0%. The lower effective tax
rate was due primarily to the relative benefit of permanent deductions to a
smaller pretax earnings amount--$7.0 million and $8.8 million for the three- and
six-month periods ending June 30, 2002 compared with $14.7 million and $32.2
million for the three- and six-month periods ending June 30, 2001.
For years beginning after December 31, 2000, the Company no longer records a
provision for residual United States income tax on undistributed earnings
generated by certain foreign subsidiaries since the Company does not anticipate
the repatriation of such earnings to the United States within the foreseeable
future. The Company did not record potential residual United States income taxes
on undistributed foreign earnings of $0.8 million and $1.2 million for the
three- and six-month periods ended June 30, 2002.
The difference between the effective rate reflected in the provision for income
taxes on income before taxes and the amounts determined by applying the
applicable statutory United States tax rate for the three- and six-month periods
ended June 30, 2002 are analyzed below:
=============================================================================================================================
Three Months Ended June 30, 2002 Amount Rate
- ----------------------------------------------------------------------------------------------------------------------------
(in thousands, except rate data)
Provision at statutory rate $ 2,453 35.0 %
State income taxes 162 2.3 %
Lower foreign tax rates and other (302) (4.3) %
- ----------------------------------------------------------------------------------------------------------------------------
Total tax $ 2,313 33.0 %
=============================================================================================================================
=============================================================================================================================
Six Months Ended June 30, 2002 Amount Rate
- ----------------------------------------------------------------------------------------------------------------------------
(in thousands, except rate data)
Provision at statutory rate $ 3,064 35.0 %
State income taxes 163 1.8 %
Lower foreign tax rates and other (338) (3.8) %
- ----------------------------------------------------------------------------------------------------------------------------
Total tax $ 2,889 33.0 %
=============================================================================================================================
NOTE 8: STOCK COMPENSATION PLANS
The Company issued 5,000, 97,000, and 66,000 restricted stock awards to a number
of its key employees in May 2002, February 2002 and February 2001, respectively.
Participants receive a stated amount of the Company's common stock provided they
remain employed with the Company for three years from the grant date. This award
was accounted for under Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, as a fixed plan since both the aggregate number
of awards issued and the aggregate amount to be paid by the participants for the
common stock is known.
-9-
Compensation related to the awards was measured as the difference between the
market price of the Company's common stock at the respective grant date and the
amount to be paid by the participants for the common stock.
The following tables summarize the Company's restricted stock award activity and
related information for the six months ended June 30, 2002 and the six months
ended June 30, 2001:
SHARES AND ACCUMULATED DIVIDENDS
==============================================================================================================================
Six Months Ended June 30, 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
ACCUMULATED Accumulated
(in thousands) SHARES DIVIDENDS Shares Dividends
- ------------------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of period 66 $ 13 - $ -
Granted 102 - 66 -
Issued - 16 - 6
Forfeited (11) (2) - -
- ------------------------------------------------------------------------------------------------------------------------------
Outstanding at end of period 157 $ 27 66 $ 6
==============================================================================================================================
COMPENSATION
==============================================================================================================================
Six Months Ended June 30, 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------
UNEARNED Unearned
DEFERRED COMPENSATION Deferred Compensation
(in thousands) COMPENSATION EXPENSE Compensation Expense
- ------------------------------------------------------------------------------------------------------------------------------
Balance at beginning of period $ 1,233 $ - $ - $ -
Restricted stock awarded 2,142 - 1,741 -
Restricted stock forfeited (184) (73) - -
Amortization--2001 awards (287) 287 (218) 218
Amortization--2002 awards (251) 251 - -
- ------------------------------------------------------------------------------------------------------------------------------
Balance at end of period $ 2,653 $ 465 $ 1,523 $ 218
==============================================================================================================================
NOTE 9: BUSINESS SEGMENT 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 primarily to Local Exchange Carriers (LECs) either directly or through
value-added resellers designated by the LECs.
The Company evaluates segment performance and allocates resources based on
operating earnings before interest and income taxes. 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.
Amounts reflected in the column entitled "Other" in the tables below represent
corporate headquarters operating, treasury and income tax expenses and the
elimination of intersegment revenues and cost of sales.
-10-
BUSINESS SEGMENT INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, 2002 ELECTRONICS COMMUNICATIONS OTHER CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
EXTERNAL CUSTOMER REVENUES $ 145,406 $ 62,283 $ - $ 207,689
INTERSEGMENT REVENUES 3,354 280 (3,634) -
DEPRECIATION AND AMORTIZATION 6,454 3,275 67 9,796
OPERATING EARNINGS/(LOSS) 14,918 (1,773) (2,762) 10,383
INTEREST EXPENSE - - 3,374 3,374
INCOME/(LOSS) BEFORE TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 14,918 (1,773) (6,136) 7,009
==============================================================================================================================
==============================================================================================================================
Three Months Ended June 30, 2001 Electronics Communications Other Consolidated
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
External customer revenues $ 168,751 $ 85,458 $ - $ 254,209
Intersegment revenues 1,583 4,095 (5,678) -
Depreciation and amortization 6,753 3,226 52 10,031
Operating earnings/(loss) 18,988 2,589 (1,993) 19,584
Interest expense - - 4,888 4,888
Income/(loss) before taxes and cumulative
effect of change in accounting principle 18,988 2,589 (6,881) 14,696
==============================================================================================================================
==============================================================================================================================
Six Months Ended June 30, 2002 ELECTRONICS COMMUNICATIONS OTHER CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
EXTERNAL CUSTOMER REVENUES $ 282,424 $ 132,340 $ - $ 414,764
INTERSEGMENT REVENUES 5,689 950 (6,639) -
DEPRECIATION AND AMORTIZATION 12,784 6,621 134 19,539
OPERATING EARNINGS/(LOSS) 21,736 (102) (5,670) 15,964
INTEREST EXPENSE - - 7,210 7,210
INCOME/(LOSS) BEFORE TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 21,736 (102) (12,880) 8,754
==============================================================================================================================
==============================================================================================================================
Six Months Ended June 30, 2001 Electronics Communications Other Consolidated
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
External customer revenues $ 338,208 $ 175,483 $ - $ 513,691
Intersegment revenues 3,850 8,703 (12,553) -
Depreciation and amortization 13,403 6,104 106 19,613
Operating earnings/(loss) 37,612 7,698 (4,640) 40,670
Interest expense - - 9,668 9,668
Income/(loss) before taxes and cumulative
effect of change in accounting principle 38,812 7,698 (14,308) 32,202
==============================================================================================================================
GEOGRAPHIC INFORMATION
- --------------------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, Six Months Ended June 30,
-----------------------------------------------------------------------------------------------------------
2002 2001 2002 2001
- --------------------------------------------------------------------------------------------------------------------------------
(in thousands, PERCENT OF Percent of PERCENT OF Percent of
except % data) REVENUES REVENUES Revenues Revenues REVENUES REVENUES Revenues Revenues
- --------------------------------------------------------------------------------------------------------------------------------
United States $ 133,722 64% $ 173,113 68% $ 264,298 64% $ 349,081 68%
Europe 44,686 22% 51,136 20% 90,095 22% 107,058 21%
Rest of World 29,281 14% 29,960 12% 60,371 14% 57,552 11%
- --------------------------------------------------------------------------------------------------------------------------------
Total $ 207,689 100% $ 254,209 100% $ 414,764 100% $ 513,691 100%
==============================================================================================================================
-11-
ITEM 2: 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 footnotes, 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.
CONSOLIDATED OPERATING RESULTS
The following table sets forth information comparing consolidated operating
results for the three- and six-month periods ended June 30, 2002 with the three-
and six-month periods ended June 30, 2001.
==============================================================================================================================
Three Months Ended Six Months Ended
June 30, June 30,
- ------------------------------------------------------------------------------------------------------------------------------
2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(In thousands)
Revenues $ 207,689 $ 254,209 $ 414,764 $ 513,691
Gross profit 36,545 47,234 69,018 96,543
Operating earnings 10,383 19,584 15,964 40,670
Nonoperating earnings - - - (1,200)
Interest expense 3,374 4,888 7,210 9,668
Income before taxes and cumulative effect of change in
accounting principle 7,009 14,696 8,754 32,202
Income before cumulative effect of change in accounting
principle 4,696 9,595 5,865 21,061
Net income 4,696 9,595 5,865 20,810
===============================================================================================================================
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 chiefly through distribution. The
Communications segment designs, manufactures, and markets metallic cable
products primarily with communications and networking applications. These
products are sold to Local Exchange Carriers (LECs) either directly or through
value-added resellers (VARs) designated by the LECs.
-12-
The following table sets forth information comparing the Electronics segment
operating results for the three- and six-month periods ended June 30, 2002 with
the three- and six-month periods ended June 30, 2001.
==============================================================================================================================
Three Months Ended Six Months Ended
June 30, June 30,
- ------------------------------------------------------------------------------------------------------------------------------
2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(In thousands, except % data)
External customer revenues $145,406 $168,751 $282,424 $338,208
Intersegment revenues 3,354 1,583 5,689 3,850
Operating earnings 14,918 18,988 21,736 37,612
As a percent of external customer revenues 10.3% 11.3% 7.7% 11.1%
==============================================================================================================================
The following table sets forth information comparing the Communications segment
operating results for the three- and six-month periods ended June 30, 2002 with
the three- and six-month periods ended June 30, 2001.
==============================================================================================================================
Three Months Ended Six Months Ended
June 30, June 30,
- ------------------------------------------------------------------------------------------------------------------------------
2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(In thousands, except % data)
External customer revenues $62,283 $85,458 $132,340 $175,483
Intersegment revenues 280 4,095 950 8,703
Operating earnings (1,773) 2,589 (102) 7,698
As a percent of external customer revenues (2.8)% 3.0% (0.1)% 4.4%
==============================================================================================================================
RESULTS OF OPERATIONS--
THREE MONTHS ENDED JUNE 30, 2002 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2001
REVENUES
Revenues decreased 18% to $207.7 million in the three months ended June 30, 2002
from $254.2 million in the three months ended June 30, 2001 due to reduced sales
volume and decreased selling prices. Partially offsetting this decrease was
favorable currency translation on international revenues.
Decreased unit sales contributed approximately 16 percentage points of revenue
decline. The Company experienced volume decreases in sales of products with
communications, industrial and entertainment/OEM applications due primarily to
the downturns in both the United States and European economies and capital
spending reductions by the major communications companies. The Company did
experience a small sales volume increase in products with networking
applications.
Decreased product pricing contributed approximately 3 percentage points of
revenue decline. This decrease resulted primarily from the current-quarter
impact of sales price reductions implemented on certain products with
communications, industrial and networking applications in prior periods as well
as lower pass-through copper prices on certain products with communications
applications.
Favorable foreign currency translation on European and Asia/Pacific revenues
partially offset the revenue decline. The increase of the euro, British pound
and Australian dollar from average exchange
-13-
values of $0.88, $1.42 and $0.51, respectively, in second quarter 2001 to $0.92,
$1.46 and $0.55, respectively, in second quarter 2002 accounted for an
approximate 1% increase in revenues.
Revenues in the United States, representing approximately 64% of the Company's
total revenues for the three months ended June 30, 2002, declined by 23%
compared to revenues for the same period in 2001. This decline was attributed to
a shortfall in sales of both Electronics segment and Communications segment
products. United States revenues generated from the sale of Electronics segment
products during the second quarter of 2002 declined by 15% compared to revenues
generated during the second quarter of 2001. Revenues generated in the United
States from the sale of Communications segment products during the three months
ended June 30, 2002 were down 34% compared to the same period in 2001.
Revenues in Europe represented approximately 22% of the Company's total revenues
for the quarter ended June 30, 2002. European revenues decreased by 13% compared
to revenues generated during the second quarter of 2001. Local currency revenues
generated in Europe from the sale of Electronics segment products during the
second quarter of 2002 declined by 24% compared to revenues generated during the
second quarter of 2001. Local currency revenues generated in Europe from the
sale of Communications segment products during the three months ended June 30,
2002 increased by 2% compared to the same period in 2001. Favorable currency
translation offset the revenue decline by approximately 3 percentage points.
Revenues from the rest of the world, representing approximately 14% of the
Company's total revenues for the three months ended June 30, 2002, decreased by
2% from the same period in 2001. This decrease represented lower demand in Latin
America and the Asia/Pacific markets partially offset by stronger demand in
Canada and the Africa/Middle East markets as well as favorable currency
translation.
COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the components of earnings
for the three months ended June 30, 2002 with the three months ended June 30,
2001.
==============================================================================================================================
% Decrease
2002 Compared
Three Months Ended June 30, 2002 2001 With 2001
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands, except % data)
Gross profit $ 36,545 $ 47,234 (22.6)%
As a percent of revenues 17.6% 18.5%
Operating earnings $ 10,383 $ 19,584 (47.0)%
As a percent of revenues 5.0% 7.7%
Income before taxes and cumulative effect of change in
accounting principle $ 7,009 $ 14,696 (52.3)%
As a percent of revenues 3.4% 5.8%
Net income $ 4,696 $ 9,595 (51.1)%
As a percent of revenues 2.3% 3.8%
==============================================================================================================================
-14-
Gross profit decreased 23% to $36.5 million in the three months ended June 30,
2002 from $47.2 million in the three months ended June 30, 2001 due primarily to
lower sales volume and the current-period impact of sales price reductions taken
on certain products in prior periods. This decrease was partially offset by the
impact of material, labor and overhead cost reductions. Gross profit as a
percent of revenues declined by 0.9 percentage points from the prior year
reflecting the previously mentioned items as well as the Company's unfavorable
leveraging of fixed costs over a lower revenue base.
Operating earnings decreased 47% to $10.4 million in the three months ended June
30, 2002 from $19.6 million in the three months ended June 30, 2001 due to lower
gross profit. Partially offsetting the decrease in gross profit was a reduction
in selling, general and administrative expenses of 4% to $26.2 million in the
quarter ended June 30, 2002 from $27.2 million in the same period of 2001 and
the cessation of goodwill amortization in accordance with Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets. The
favorable selling, general and administrative expense performance was the result
of headcount reductions and tighter spending control throughout the
organization. This favorable performance was somewhat mitigated by management
reassignment costs of $0.5 million, bad debt expense of $0.3 million and
increased litigation services costs of $0.2 million recognized in the second
quarter of 2002. Selling, general and administrative expenses as a percent of
revenues increased to 12.6% in second quarter 2002 from 10.7% in second quarter
2001. Operating earnings as a percent of revenues declined by 2.7 percentage
points from the prior year reflecting the previously mentioned items as well as
the Company's unfavorable leveraging of fixed costs over a lower revenue base.
Income before taxes and cumulative effect of change in accounting principle
decreased 52% to $7.0 million in the three months ended June 30, 2002 from $14.7
million in the three months ended June 30, 2001 due to lower operating earnings.
The lower operating earnings were partially offset by decreased interest
expense. Interest expense decreased 31% to $3.4 million in second quarter 2002
from $4.9 million in second quarter 2001 due to both lower average borrowings
and marginally lower interest rates. Average debt outstanding during the second
quarter of 2002 and 2001 was $210 million and $275 million, respectively. The
Company's average interest rate was 6.8% in the second quarter of 2002 compared
to 6.9% in the second quarter of 2001.
The Company's effective tax rate was 33.0% and 34.7% for the three months ended
June 30, 2002 and 2001, respectively. The tax rate decrease was due primarily to
the relative benefit of permanent deductions to a smaller three-month pretax
earnings amount ($7.0 million in 2002 compared to $14.7 million in 2001).
Net income decreased 51% to $4.7 million in the three months ended June 30, 2002
from $9.6 million in the three months ended June 30, 2001 due to lower income
before taxes.
ELECTRONICS SEGMENT
External customer revenues decreased 14% to $145.4 million for the quarter ended
June 30, 2002 from $168.8 million for the quarter ended June 30, 2001. This
decrease can be attributed mainly to weak demand across all product lines due to
the continued downturns in both the United States and European economies. Also
contributing to the decrease was the current-quarter impact of price reductions
taken in prior periods on certain products with networking and industrial
applications. This decrease was partially offset by the positive effect of
currency translation on European and Asia/Pacific revenues.
-15-
Operating earnings decreased 21% to $14.9 million for the quarter ended June 30,
2002 from $19.0 million for the quarter ended June 30, 2001 due primarily to
lower revenues. As a percent of external customer revenues, operating earnings
decreased to 10.3% in the second quarter of 2002 from 11.3% in the second
quarter of 2001.
COMMUNICATIONS SEGMENT
The Communications segment recorded external customer revenues of $62.3 million
for the quarter ended June 30, 2002, a 27% decrease from revenues of $85.5
million for the quarter ended June 30, 2001, due principally to capital spending
reductions by the major communications companies and lower pass-through copper
prices.
Operating earnings/(loss) decreased to a $1.8 million loss for the quarter ended
June 30, 2002 compared to $2.6 million in earnings for the quarter ended June
30, 2001. Operating earnings/(loss) as a percent of external customer revenues
decreased to (2.8)% in the quarter ended June 30, 2002 from 3.0% in the same
period of 2001. These results reflected lower sales volumes, higher product cost
due to rising copper prices and the segment's inability to leverage its fixed
costs over a much lower revenue base.
RESULTS OF OPERATIONS--
SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2001
REVENUES
Revenues decreased 19% to $414.8 million in the six months ended June 30, 2002
from $513.7 million in the six months ended June 30, 2001 due to reduced sales
volume and decreased selling prices. Currency translation on international
revenues had virtually no effect on revenue comparisons for the period.
Decreased unit sales contributed approximately 15 percentage points of revenue
decline. The Company experienced volume decreases in all of its product
offerings due primarily to the downturns in both the United States and European
economies and capital spending reductions by the major communications companies
and the lack of purchases during the year by a major private-label customer that
contributed $13 million in revenues during the first six months of 2001.
Decreased product pricing contributed approximately 4 percentage points of
revenue decline. This decrease resulted primarily from the current-year impact
of sales price reductions implemented on certain communications, industrial and
networking products in prior periods as well as lower pass-through copper prices
on certain communications products.
Revenues in the United States, representing approximately 64% of the Company's
total revenues for the six months ended June 30, 2002, declined by 24% compared
to revenues for the same period in 2001. This decline was attributed to a
shortfall in sales of both Electronics segment and Communications segment
products. United States revenues generated from the sale of Electronics segment
products during the first half of 2002 declined by 20% compared to revenues
generated during the first half of 2001. Revenues generated in the United States
from the sale of Communications segment products during the six months ended
June 30, 2002 were down 31% compared to the same period in 2001.
Revenues in Europe represented approximately 22% of the Company's total revenues
for the six months ended June 30, 2002. European revenues decreased by 16%
compared to revenues generated during the same period in 2001. Local currency
revenues generated in Europe from the sale of Electronics segment products
during the first half of 2002 declined by 23% compared to revenues generated
during the first
-16-
half of 2001. Local currency revenues generated in Europe from the sale of
Communications segment products during the six months ended June 30, 2002 were
down 1% compared to the same period in 2001.
Revenues from the rest of the world, representing approximately 14% of the
Company's total revenues for the six months ended June 30, 2002, increased by 5%
from the same period in 2001. This increase represented stronger demand in
Canada and the Africa/Middle East markets partially offset by lower demand in
Latin America and the Asia/Pacific markets.
COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the components of earnings
for the six months ended June 30, 2002 with the six months ended June 30, 2001.
==============================================================================================================================
% Decrease
2002 Compared
Six Months Ended June 30, 2002 2001 With 2001
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands, except % data)
Gross profit $ 69,018 $ 96,543 (28.5)%
As a percent of revenues 16.6% 18.8%
Operating earnings $ 15,964 $ 40,670 (60.7)%
As a percent of revenues 3.8% 7.9%
Income before taxes and cumulative effect of
change in accounting principle $ 8,754 $ 32,202 (72.8)%
As a percent of revenues 2.1% 6.3%
Net income $ 5,865 $ 20,810 (71.8)%
As a percent of revenues 1.4% 4.0%
==============================================================================================================================
Gross profit decreased 28% to $69.0 million in the six months ended June 30,
2002 from $96.5 million in the six months ended June 30, 2001 due primarily to
lower sales volume and the current-period impact of sales price reductions taken
on certain products in prior periods and severance costs of $2.1 million related
to headcount reductions in the Electronics segment. This decrease was partially
offset by the impact of material, labor and overhead cost reductions as well as
a $1.4 million settlement receivable from class action litigation regarding the
pricing of copper futures. Gross profit as a percent of revenues declined by 2.2
percentage points from the prior year reflecting the previously mentioned items
as well as the Company's unfavorable leveraging of fixed costs over a lower
revenue base.
Operating earnings decreased 61% to $16.0 million in the six months ended June
30, 2002 from $40.7 million in the six months ended June 30, 2001 due to lower
gross profit. Partially offsetting the decrease in gross profit was a reduction
in selling, general and administrative expenses of 5% to $53.1 million in the
six months ended June 30, 2002 from $55.9 million in the same period of 2001 and
the cessation of goodwill amortization in accordance with SFAS No. 142. The
favorable performance in selling, general and administrative expenses was the
result of headcount reductions and tighter spending control throughout the
organization. This favorable performance was somewhat mitigated by severance
costs of $1.2 million recognized in the first quarter of 2002 related to
headcount reductions in the Electronics segment as well as management
reassignment costs of $0.5 million, bad debt expense of $0.3 million and
increased litigation services costs of $0.2 million recognized in the second
quarter of 2002. Selling, general and administrative expenses as a percent of
revenues increased to 12.8% in the first half of
-17-
10.7% in the first half of 2001. Operating earnings as a percent of revenues
declined by 4.1 percentage points from the prior year reflecting the previously
mentioned items as well as the Company's unfavorable leveraging of fixed costs
over a lower revenue base.
Income before taxes and cumulative effect of change in accounting principle
decreased 73% to $8.8 million in the six months ended June 30, 2002 from $32.2
million in the six months ended June 30, 2001 due to lower operating earnings.
Also affecting this comparison was a one-time gain of $1.2 million on the
Company's sale of its ownership interest in a medical wire joint venture during
the first quarter of 2001. The lower operating earnings were partially offset by
decreased interest expense. Interest expense decreased 25% to $7.2 million in
the first half of 2002 from $9.7 million in the first half of 2001 due to both
lower average borrowings and marginally lower interest rates. Average debt
outstanding during the six-month periods ended June 30, 2002 and 2001 was $224
million and $276 million, respectively. The Company's average interest rate was
6.8% in the first half of 2002 compared to 7.0% in the first half of 2001.
The Company's effective tax rate was 33.0% and 34.6% for the six-month periods
ended June 30, 2002 and 2001, respectively. The tax rate decrease was due
primarily to the relative benefit of permanent deductions to a smaller six-month
pretax earnings amount ($8.8 million in 2002 compared to $32.2 million in 2001).
Net income decreased 72% to $5.9 million in the six months ended June 30, 2002
from $20.8 million in the six months ended June 30, 2001 due to lower income
before taxes. Also affecting this comparison was a loss of $251 thousand
recognized on the Company's adoption of SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activity, recorded in the first quarter of 2001.
ELECTRONICS SEGMENT
External customer revenues decreased 16% to $282.4 million for the six months
ended June 30, 2002 from $338.2 million for the six months ended June 30, 2001.
This decrease can be attributed mainly to weak demand across all product lines
due to the continued downturns in both the United States and European economies.
Also contributing to the decrease was the current-year impact of price
reductions taken in prior periods on certain products with networking and
industrial applications.
Operating earnings decreased 42% to $21.7 million for the six months ended June
30, 2002 from $37.6 million for the six months ended June 30, 2001 due primarily
to lower revenues and severance costs of $3.3 million related to headcount
reductions. This decrease was partially offset by a $0.3 million settlement
receivable from class action litigation regarding the pricing of copper futures.
As a percent of external customer revenues, operating earnings decreased to 7.7%
in the first half of 2002 from 11.1% in the first half of 2001.
COMMUNICATIONS SEGMENT
The Communications segment recorded external customer revenues of $132.3 million
for the six months ended June 30, 2002, a 25% decrease from revenues of $175.5
million for the six months ended June 30, 2001, due principally to capital
spending reductions by the major communications companies, lower pass-through
copper prices and the lack of sales during the period to a major private-label
customer.
-18-
Operating earnings/(loss) decreased to a $0.1 million loss for the six months
ended June 30, 2002 from earnings of $7.7 million for the six months ended June
30, 2001. Operating earnings/(loss) as a percent of external customer revenues
decreased to (0.1)% in the first half of 2002 from 4.4% in the same period of
2001. These results reflected lower sales volumes, higher product cost due to
rising copper prices and the segment's inability to leverage its fixed costs
over a much lower revenue base. This decrease was partially offset by a $1.1
million settlement receivable from class action litigation regarding the pricing
of copper futures.
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 for
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
==============================================================================================================================
Six Months Ended June 30, 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Net cash provided by (used in)
Operating activities $ 41,892 $ 6,644
Investing activities (15,564) (15,360)
Financing activities (27,948) 5,151
Effect of exchange rate changes on cash and cash equivalents 242 119
- ------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents $ (1,378) $ (3,446)
==============================================================================================================================
NET CASH PROVIDED BY OPERATING ACTIVITIES
==============================================================================================================================
Six Months Ended June 30, 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Income from continuing operations before cumulative effect of
change in accounting principle $ 5,865 $ 21,061
Depreciation and amortization 19,539 19,613
Gain on business divestiture - (1,166)
Other, net 538 218
Current and deferred income taxes, net 15,160 (3,782)
Change in other operating assets and liabilities, net 790 (29,300)
- ------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities $ 41,892 $ 6,644
==============================================================================================================================
-19-
Net cash provided by operating activities in 2002 totaled $42 million and
included a $16 million net change in operating assets and liabilities resulting
from increased accounts payable and accrued liabilities as well as receipt of
income tax refunds that were partially offset by increased receivables and
inventories. During 2001, net cash provided by operating activities totaled $7
million. Operating assets and liabilities consumed $33 million of funds,
principally through increases in inventories and decreases in accounts payable
and accrued liabilities that were partially offset with a decrease in
receivables.
NET CASH USED IN INVESTING ACTIVITIES
==============================================================================================================================
Six Months Ended June 30, 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Capital expenditures $ (15,661) $ (16,828)
Proceeds from business divestiture - 1,360
Proceeds from disposal of property 97 108
- ------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities $ (15,564) $ (15,360)
==============================================================================================================================
CAPITAL EXPENDITURES
- ------------------------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Capacity modernization and enhancement $ 11,545 $ 8,941
Capacity expansion 1,520 5,611
Other 2,596 2,276
- ------------------------------------------------------------------------------------------------------------------------------
$ 15,661 $ 16,828
==============================================================================================================================
Capital expenditures during the six-month periods ended June 30, 2002 and 2001
were approximately 3.8% and 3.3% of revenues, respectively. Investment during
both the first halves of 2002 and 2001 was utilized principally for maintaining
and enhancing existing production capabilities.
Proceeds from business divestiture in 2001 resulted from the sale of the
Company's interest in MCTEC B.V., a medical wire joint venture located in Venlo,
Netherlands.
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
==============================================================================================================================
Six Months Ended June 30, 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Net borrowings/(payments) under credit agreements $ (26,723) $ 6,470
Proceeds from exercise of stock options 1,271 1,126
Cash dividends paid (2,496) (2,445)
- ------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities $ (27,948) $ 5,151
==============================================================================================================================
During the six months ended June 30, 2002, the Company repaid approximately $27
million of debt. The repayments were funded primarily by cash flow from
operations, which included $13 million from federal income tax refunds.
Dividends of $0.10 per share were paid to shareholders for the same period.
During the six months ended June 30, 2001, the Company increased borrowings by
approximately $6 million. The borrowings were used primarily to fund operations,
capital expenditures and dividend payments. Dividends of $0.10 per share were
paid to shareholders for the same period.
-20-
Working Capital
The following table summarizes the Company's working capital position at June
30, 2002 and December 31, 2001.
========================================================================================================
JUNE 30, December 31,
2002 2001
- ---------------------------------------------------------------------------------------------------------
(in thousands, except current ratio)
Current assets
Cash and cash equivalents $ 1,421 $ 2,799
Receivables, net 117,193 105,865
Inventories 157,149 150,791
Income taxes receivable - 14,527
Deferred income taxes 7,075 7,078
Other current assets 3,502 2,470
- ---------------------------------------------------------------------------------------------------------
Total current assets $ 286,340 $283,530
Current liabilities
Accounts payable and accrued liabilities $ 93,551 $ 76,816
Income taxes payable 294 -
- ---------------------------------------------------------------------------------------------------------
Total current liabilities $ 93,845 $ 76,816
- ---------------------------------------------------------------------------------------------------------
Working capital $ 192,495 $206,714
Current ratio(1) 3.05 3.69
=========================================================================================================
(1) Total current assets divided by total current liabilities
Current assets increased $3 million, or 1%, from $283 million at December 31,
2001 to $286 million at June 30, 2002. Receivables increased $11 million due
primarily to an improvement in the Electronics segment daily sales rate in
second quarter 2002 over the fourth quarter of 2001. Inventories increased $6
million primarily in anticipation of summer plant shutdowns. The decrease in
income taxes receivable was due to the receipt of federal income tax refunds
during the first quarter of 2002.
Current liabilities increased $17 million, or 22%, from $77 million at December
31, 2001 to $94 million at June 30, 2002. Accounts payable and accrued
liabilities increased due to increased production and purchasing levels within
the Company.
Long-lived Assets
The following table summarizes the Company long-lived assets at June 30, 2002
and December 31, 2001.
========================================================================================================
JUNE 30, December 31,
2002 2001
- --------------------------------------------------------------------------------------------------------
(in thousands)
Property, plant and equipment, net $360,476 $355,852
Goodwill, net 75,700 74,016
Other long-lived assets 10,627 9,292
- --------------------------------------------------------------------------------------------------------
$446,803 $439,160
========================================================================================================
Long-lived assets increased $8 million, or 2%, from $439 million at December 31,
2001 to $447 million at June 30, 2002.
-21-
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. The Company adopted, effective January
1, 2002, the new rules of accounting under SFAS No. 144, Accounting for the
Impairment of Long-Lived Assets. With the issuance of SFAS No. 144, the
Financial Accounting Standards Board established a single accounting model,
based on the framework in SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to Be Disposed Of, for long-lived assets
selected for disposition. As of June 30, 2002, and during the six-month period
then ended, the Company had no long-lived assets selected for disposition. The
Company performed impairment tests during the first quarter of 2002 on the
carrying balances as of January 1, 2002 of property, plant and equipment. The
projected undiscounted future operating cash flows generated by these assets
exceeded the carrying value of the assets. Therefore, these assets are not
considered impaired.
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. The Company
adopted, effective January 1, 2002, the new rules of accounting under SFAS No.
142, Goodwill and Other Intangible Assets. 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. The Company performed the required impairment test
during the first quarter of 2002 on its goodwill balance as of January 1, 2002.
The projected discounted future operating cash flows generated by each pool of
acquired assets exceeded the carrying value of the goodwill associated with the
acquired assets. Therefore, the Company's goodwill is not considered impaired.
Capital Structure
============================================================================================================
JUNE 30, 2002 December 31, 2001
- ------------------------------------------------------------------------------------------------------------
(in thousands, except % data) AMOUNT PERCENT Amount Percent
-------------------------------------------------------------
Long-term debt $207,980 38.4% $234,703 42.8%
Stockholders' equity 333,510 61.6% 314,245 57.2%
- ------------------------------------------------------------------------------------------------------------
$541,490 100.0% $548,948 100.0%
============================================================================================================
The Company's capital structure consists primarily of long-term debt and
stockholders' equity. The capital structure decreased $8 million due principally
to a reduction in long-term debt that was partially offset by an increase in
stockholders' equity.
-22-
The Company had privately-placed debt of $200 million outstanding at June 30,
2002. Details regarding maturities and interest rates are shown below.
=========================================================================================================
Principal Maturity Effective
Balance Date Interest Rate
- ---------------------------------------------------------------------------------------------------------
(in thousands, except % data)
Senior Notes, Series 1997-A $75,000 08/11/2009(1) 6.92%
Senior Notes, Series 1999-A 64,000(2) 09/01/2004 7.60%
Senior Notes, Series 1999-B 44,000 09/01/2006 7.75%
Senior Notes, Series 1999-C 17,000 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.
(2) The Senior Notes, Series 1999-A, which serve as the notional principal on
certain outstanding interest rate swap agreements, are recorded in the
financial records in accordance with SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activity, at a fair market value on June 30, 2002 of
$65.5 million.
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 a credit agreement with a group of 7 banks in June 2001
(Credit Agreement). The Credit Agreement provides for an aggregate $150 million
unsecured, variable-rate and revolving credit facility expiring in June 2004.
The 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. At June 30, 2002, the Company had no outstanding borrowings under the
Credit Agreement.
The Company also had unsecured, uncommitted arrangements with 9 banks under
which it may borrow up to $64 million at prevailing interest rates. At June 30,
2002, the Company had $6 million outstanding borrowings under these
arrangements. At June 30, 2002, 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.
During the six months ended June 30, 2002, the Company decreased total
outstanding debt by $27 million, or 11%, with cash provided by operations and
certain other investing and financing activities. The Company's
debt-to-total-capitalization ratio decreased from 42.8% at December 31, 2001 to
38.4% at June 30, 2002.
Borrowings have the following scheduled maturities.
=========================================================================================================
Payments Due by Period
------------------------------------------------------------------
Less than 1-2 3-4 After
June 30, 2002 Total 1 year years years 4 years
- ---------------------------------------------------------------------------------------------------------
(in thousands)
Long-term debt (1)(2) $206,476 $ 6,474 $64,000 $74,000 $62,000
=========================================================================================================
(1) At March 31, 2002, 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.
(2) The Senior Notes, Series 1999-A, which serve as the notional principal on
certain outstanding interest rate swap agreements, are recorded in the
financial records in accordance with SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activity, at a fair market value on June 30, 2002 of
$65.5 million.
-23-
Other commercial commitments consist primarily of the Credit Agreement, which
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 1-2 3-4 After
June 30, 2002 Total year years years 4 years
- ------------------------------------------------------------------------------------------------------------------------------
(in thousands)
Lines of credit $150,000 $ - $150,000 $ - $ -
Standby letters of credit 8,118 8,118 - - -
Guarantees 107 107 - - -
Standby repurchase obligations - - - - -
Other commercial commitments - - - - -
- ------------------------------------------------------------------------------------------------------------------------------
Total commercial commitments $158,225 $ 8,225 $ 150,000 $ - $ -
==============================================================================================================================
The Company manages its debt portfolio by using interest rate swap agreements to
achieve an overall desired position of fixed and floating rates. As of June 30,
2002, the Company was party to interest rate swap agreements relating to its
7.60% medium-term notes that mature in 2004. The swaps convert a notional amount
of $64 million from fixed rates to floating rates and mature in 2004. These
agreements have been designated and qualify as fair value hedges of the
associated medium-term notes in accordance with SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. Based on current interest rates
for similar transactions, the fair value of the Company's interest rate swap
agreements at June 30, 2002 was not material. Credit and market risk exposures
on these agreements are limited to the net interest differentials. The net
interest differentials earned or incurred from interest rate swaps were recorded
as part of interest expense and were not material for the three- and six-month
periods ended June 30, 2002. The effect of interest rate swaps on the Company's
average interest rate on long-term debt was also not material for the three- and
six-month periods ended June 30, 2002. The Company is exposed to credit loss in
the event of nonperformance by counterparties on the agreements, but does not
anticipate nonperformance by any of the counterparties.
Stockholders' equity increased by $19 million, or 6.1%, due primarily to a $4
million reduction of common stock held in treasury as a result of restricted
stock awards and stock option settlement activity and a $14 million reduction in
accumulated other comprehensive loss resulting primarily from favorable
translation of foreign currency financial statements into United States dollars
during 2002 that was only partially offset by a reduction in additional paid-in
capital and an increase in unearned deferred compensation.
-24-
OUTLOOK
The Company anticipates that market conditions for the remainder of 2002 for its
Communications segment will include excess production capacity, enhanced
sales-price pressures and continued utilization of thinly capitalized VARs for
product distribution. The Company's United States Communications segment is
largely dependent on sales to a small number of customers. 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. If capital spending by the LECs is
further constrained from anticipated levels or the Company is unable to fully
develop anticipated secondary channels to market, revenues and operating
earnings may be less than originally estimated.
Market conditions for the Company's Electronics segment are expected to remain
constrained during the remainder of 2002 and will include excess production
capacity. The Company anticipates continued pricing pressure on products with
networking applications and reduced demand for fiber optic products. During the
first quarter of 2002, the Company made further cost and staff reductions
commensurate with anticipated market demand.
The Company anticipates the slowdown will continue for the remainder of 2002 for
most geographic and served 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 for the
Electronics segment, principally from its United States operations, in the
latter part of 2002. The Company does not anticipate a recovery for the
Communications segment during the year. Therefore, the Company estimates that
2002 revenues may be 12% to 15% below those of 2001. The Company's cost
reduction efforts should partly offset the impact of anticipated lower revenues.
The Company's Electronics segment is expected to deliver operating earnings as a
percent of external customer revenues for the year in line with the recent past.
The Company anticipates the Communications segment will continue to have an
operating loss for the year prior to the benefit of approximately $9 million to
$10 million of pretax other operating earnings under a private-label take-or-pay
agreement.
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Forward-Looking Statements
The statements set forth other than historical facts, including those noted in
the "Outlook" section, 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 in the Company's Form 10-K annual report for 2001 and other
Securities Exchange Act filings.
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PART II OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 7, 2002, the Company held its regular Annual Meeting of Stockholders
("Meeting"). The stockholders considered one proposal. The necessary majority
approved the proposal.
PROPOSAL 1:
Election for a three-year term, one class III director: C. Baker
Cunningham. Mr. Cunningham has served on the Company's Board of
Directors since 1993. Mr. Cunningham received 17,527,209 votes for his
reelection and 5,210,053 votes were withheld.
The Company also has other directors whose terms of office continue
after the meeting. John M. Monter, Dr. Christopher I. Byrnes and
Whitson Sadler serve as class I directors until their terms expire in
2003. Lorne D. Bain, Arnold W. Donald and Bernard G. Rethore serve as
class II directors until their terms expire in 2004.
ITEM 6: EXHIBITS AND REPORTS ON FORM 10-Q
Exhibits
Exhibit 99.1 Certificate of the Chief Executive Officer pursuant
to 18 U.S.C.ss.1350, as adopted pursuant to ss.906 of
the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certificate of the Chief Financial Officer pursuant
to 18 U.S.C.ss.1350, as adopted pursuant to ss.906 of
the Sarbanes-Oxley Act of 2002.
Reports on Form 8-K
No Reports on Form 8-K were filed during the three months ended June
30, 2002.
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Pursuant to the requirements 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.
Date: August 12, 2002 By: /s/ C. Baker Cunningham
---------------------------------
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer
Date: August 12, 2002 By: /s/ Richard K. Reece
---------------------------------
Richard K. Reece
Vice President, Finance,
and Chief Financial Officer
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