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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 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 November 14, 2002: 24,947,907 shares
================================================================================
Exhibit Index on Page 33 Page 1 of 36
PART I FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, December 31,
2002 2001
------------- ------------
(in thousands) (UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents $ 9,614 $ 2,799
Receivables 113,413 105,865
Inventories 146,161 150,791
Income taxes receivable 2,005 14,527
Deferred income taxes 7,479 7,078
Other current assets 3,120 2,470
--------- ---------
Total current assets 281,792 283,530
Property, plant and equipment, less accumulated depreciation 359,874 355,852
Goodwill, less accumulated amortization 75,580 74,016
Other long-lived assets 11,656 9,292
--------- ---------
$ 728,902 $ 722,690
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 86,227 $ 76,816
Income taxes payable - -
--------- ---------
Total current liabilities 86,227 76,816
Long-term debt 203,986 234,703
Postretirement benefits other than pensions 10,928 11,580
Deferred income taxes 74,712 69,614
Other long-term liabilities 19,239 15,732
Stockholders' equity
Preferred stock - -
Common stock 262 262
Additional paid-in capital 42,703 43,773
Retained earnings 328,556 323,671
Accumulated other comprehensive loss (13,931) (26,625)
Unearned deferred compensation (2,351) (1,233)
Treasury stock (21,429) (25,603)
--------- ---------
Total stockholders' equity 333,810 314,245
--------- ---------
$ 728,902 $ 722,690
========= =========
See accompanying notes.
-2-
CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- ---------- --------------
2002 2001 2002 2001
--------- --------- --------- ---------
(in thousands, except per share data)
Revenues $ 199,514 $ 243,436 $ 614,278 $ 757,127
Cost of sales 165,545 201,369 511,291 618,517
--------- --------- --------- ---------
Gross profit 33,969 42,067 102,987 138,610
Selling, general and administrative expenses 26,712 35,274 79,766 90,164
Amortization of goodwill - 589 - 1,572
--------- --------- --------- ---------
Operating earnings 7,257 6,204 23,221 46,874
Nonoperating earnings - - - (1,200)
Interest expense 3,324 4,850 10,534 14,518
--------- --------- --------- ---------
Income before taxes and cumulative effect of change
in accounting principle 3,933 1,354 12,687 33,556
Income tax (benefit) / expense 1,171 (2,407) 4,060 8,734
--------- --------- --------- ---------
Income before cumulative effect of change in
accounting principle 2,762 3,761 8,627 24,822
Cumulative effect of change in accounting principle - - - (251)
--------- --------- --------- ---------
Net income $ 2,762 $ 3,761 $ 8,627 $ 24,571
========= ========= ========= =========
Basic average shares outstanding 24,764 24,571 24,742 24,530
Basic earnings per share before cumulative effect of
change in accounting principle $ .11 $ .15 $ .35 $ 1.01
Basic earnings per share $ .11 $ .15 $ .35 $ 1.00
--------- --------- --------- ---------
Diluted average shares outstanding 24,837 24,834 24,942 24,827
Diluted earnings per share before cumulative effect of
change in accounting principle $ .11 $ .15 $ .35 $ 1.00
Diluted earnings per share $ .11 $ .15 $ .35 $ .99
--------- --------- --------- ---------
Dividends declared per share $ .05 $ .05 $ .15 $ .15
========= ========= ========= =========
See accompanying notes.
-3-
CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)
Nine Months Ended September 30, 2002 2001
--------- ---------
(in thousands)
Cash flow from operating activities
Income before cumulative effect of change in accounting principle $ 8,627 $ 24,822
Adjustments to reconcile income before cumulative effect of change in
accounting principle to net cash provided by operating activities
Depreciation and amortization 29,356 29,830
Gain on business divestiture - (1,200)
Amortization of deferred compensation 767 363
Changes in operating assets and liabilities (1)
Receivables (3,175) 46,082
Inventories 7,599 13,505
Accounts payable and accrued liabilities 6,144 (56,094)
Current and deferred income taxes, net 17,797 (5,689)
--------- ---------
Other assets and liabilities, net (661) 827
Net cash provided by operating activities 66,454 52,446
Cash flows from investing activities
Capital expenditures (26,493) (30,682)
Proceeds from business divestiture - 1,400
Proceeds from disposal of property, plant and equipment 167 20
--------- ---------
Net cash used for investing activities (26,326) (29,262)
Cash flows from financing activities
Net payments under credit agreements (30,717) (15,962)
Proceeds from exercise of stock options 1,198 1,309
Cash dividends paid (3,742) (3,683)
--------- ---------
Net cash used for financing activities (33,261) (18,336)
Effect of exchange rate changes on cash and cash equivalents (52) 97
--------- ---------
Increase in cash and cash equivalents 6,815 4,945
Cash and cash equivalents, beginning of period 2,799 7,396
--------- ---------
Cash and cash equivalents, end of period $ 9,614 $ 12,341
--------- ---------
Supplemental cash flow information
Income tax refunds received $ 16,437 $ 682
Income taxes paid (2,750) (14,650)
Interest paid, net of amount capitalized (14,696) (17,631)
========= =========
See accompanying notes.
(1) Net of the effects of exchange rate changes.
-4-
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 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) $287,669
Net income 24,571 24,571
Foreign currency translation adjustments (692) (692)
Unrealized loss on derivative instruments (256) (256)
--------
Comprehensive income 23,623
Issuance of treasury stock
Exercise of stock options (1,064) 2,373 1,309
Stock compensation (262) 2,180 (1,741) 177
Amortization of unearned deferred compensation 363 363
Cash dividends ($.05 per share) (3,683) (3,683)
---- ------- -------- -------- ------- --------- --------
Balance at September 30, 2001 $262 $46,053 $318,513 ($31,111) ($1,378) ($22,881) $309,458
==== ======= ======== ======== ======= ======== ========
Balance at December 31, 2001 $262 $43,773 $323,671 ($25,603) ($1,233) ($26,625) $314,245
Net income 8,627 8,627
Foreign currency translation adjustments 12,449 12,449
Unrealized gain on derivative instruments 245 245
--------
Comprehensive income 21,321
Issuance of treasury stock
Exercise of stock options (593) 1,791 1,198
Stock compensation (426) 2,464 (1,885) 153
Employee stock purchase plan adjustments (51) (81) (132)
Amortization of unearned deferred compensation 767 767
Cash dividends ($.05 per share) (3,742) (3,742)
---- ------- -------- -------- ------- -------- --------
Balance at September 30, 2002 $262 $42,703 $328,556 ($21,429) ($2,351) ($13,931) $333,810
==== ======= ======== ======== ======= ======== ========
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 Inc. 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 Nine Months Ended
September 30, September 30,
---------------------- -----------------------
2002 2001 2002 2001
-------- -------- -------- --------
(in thousands, except per share amounts)
Numerator
Income before cumulative effect of
change in accounting principle $ 2,762 $ 3,761 $ 8,627 $ 24,822
Net income $ 2,762 $ 3,761 $ 8,627 $ 24,571
-------- -------- -------- --------
Denominator
Denominator for basic earnings per share --
weighted average shares 24,764 24,571 24,742 24,530
Effect of dilutive employee stock options 73 263 200 297
-------- -------- -------- --------
Denominator for dilutive earnings per share --
adjusted weighted average shares 24,837 24,834 24,942 24,827
-------- -------- -------- --------
Basic earnings per share before cumulative effect
of change in accounting principle $ .11 $ .15 $ .35 $ 1.01
Basic earnings per share $ .11 $ .15 $ .35 $ 1.00
-------- -------- -------- --------
Diluted earnings per share before cumulative
effect of change in accounting principle $ .11 $ .15 $ .35 $ 1.00
Diluted earnings per share $ .11 $ .15 $ .35 $ .99
-------- -------- -------- --------
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 - 78
Stock compensation - 66
------------ --------------
Balance at September 30, 2001 26,204 (1,630)
------------ --------------
Balance at December 31, 2001 26,204 (1,443)
Issuance/(return) of treasury stock
Exercise of stock options - 69
Stock compensation - 91
Employee stock purchase plan adjustments, net - 1
------------ --------------
Balance at September 30, 2002 26,204 (1,282)
------------ --------------
-7-
NOTE 4: COMPREHENSIVE INCOME
Three Months Ended September 30, 2002 2001
-------- -------
(in thousands)
Net income $ 2,762 $ 3,761
Other comprehensive income/(loss)
Foreign currency translation adjustments (1,526) 3,261
Reclassification adjustment for realized losses on derivative instruments
included in net income - 11
-------- -------
Other comprehensive income/(loss) (1,526) 3,272
-------- -------
Comprehensive income $ 1,236 $ 7,033
======== =======
NOTE 5: INVENTORIES
SEPTEMBER 30, December 31,
2002 2001
------------- ------------
(in thousands)
Raw materials $ 35,124 $ 39,710
Work-in-process 5,802 3,052
Finished goods 116,418 119,973
Perishable tooling and supplies 4,697 4,319
--------- ---------
Gross inventories 162,041 167,054
Excess of current standard costs over last-in, first-out costs (5,248) (5,830)
Obsolescence and other reserves (10,632) (10,433)
--------- ---------
Net inventories $ 146,161 $ 150,791
========= =========
Inventories are stated at the lower of cost (last-in, first-out and first-in,
first-out methods) or market. Costs include direct material, direct labor and
applicable production overhead costs.
NOTE 6: 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 September 30, 2002, and during the nine-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 nine-month periods ended September 30, 2001 would have resulted
in an increase in net income for those periods of $0.4 million ($0.6 million
pretax), or $0.02 per diluted share and $1.1 million ($1.6 million pretax), or
$0.04 per diluted share, respectively. The Electronics segment and the
Communications segment reported goodwill, net of accumulated amortization, at
September 30, 2002 in the amounts of $73.2 million and $2.4 million,
respectively.
-8-
NOTE 7: LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
Credit Agreement
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.
The Company entered into an amendment of the Credit Agreement during the quarter
ended September 30, 2002 that altered the interest coverage covenant applicable
to this quarter. The Company's performance during the quarter ended September
30, 2002 met the amended interest coverage covenant.
The Company does not anticipate that its performance during the quarter ended
December 31, 2002 will meet the interest coverage covenant under the Credit
Agreement applicable to that quarter. As a result, the Company is working with
its bank group to address this issue. The Company anticipates successful
resolution of this issue in a manner that does not materially affect the
Company's operations.
Short-Term Borrowings
At September 30, 2002, short-term borrowings in the amount of $1.2 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 September
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 September 30, 2002 was $2.8 million.
Credit and market risk exposures on these agreements are limited to the net
interest differentials. Net interest differentials earned from the interest rate
swaps of $0.3 million pretax, or $0.01 per diluted share, and $0.7 million
pretax, or $0.02 per diluted share, were recorded as reductions to interest
expense for the three- and nine-month periods ended September 30, 2002,
respectively. Net interest differentials earned from the interest rate swaps
reduced the Company's average interest rate on long-term debt by 0.64 percentage
points for the three months ended September 30, 2002 and by 0.41 percentage
points for the nine months ended September 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.
-9-
NOTE 8: INCOME TAXES
The net tax expense for the three- and nine-month periods ended September 30,
2002 was $1.2 million and $4.1 million, respectively. This reflects a reduction
in the effective annual income tax rate from 32.8% in 2001 to 32.0% in 2002. The
lower effective tax rate was due primarily to the relative benefit of permanent
deductions to a smaller pretax earnings amount--$12.7 million for the nine
months ending September 30, 2002 compared with $33.6 million for the nine months
ending September 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/tax benefit on undistributed foreign earnings/(loss) of $(0.2) million and
$1.0 million for the three- and nine-month periods ended September 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 nine-month
periods ended September 30, 2002 are analyzed below:
Three Months Ended September 30, 2002 Amount Rate
------- ----
(in thousands, except rate data)
Provision at statutory rate $ 1,377 35.0 %
State income taxes 154 3.9 %
Lower foreign tax rates and other (360) (9.1)%
------- ----
Total tax $ 1,171 29.8 %
======= ====
Nine Months Ended September 30, 2002 Amount Rate
------- ----
(in thousands, except rate data)
Provision at statutory rate $ 4,440 35.0 %
State income taxes 317 2.5 %
Lower foreign tax rates and other (697) (5.5)%
------- ----
Total tax $ 4,060 32.0 %
======= ====
NOTE 9: 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. 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.
-10-
The following tables summarize the Company's restricted stock award activity and
related information for the nine-month periods ended September 30, 2002 and
2001, respectively:
SHARES AND ACCUMULATED DIVIDENDS
- -----------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 2002 2001
--------------------------------------- --------------------------------
ACCUMULATED Accumulated
(in thousands) SHARES DIVIDENDS Shares Dividends
----------------- ------------ ------------ ------------
Outstanding at beginning of period 66 $ 13 - $ -
Granted 102 - 66 -
Issued - 25 - 9
Forfeited (11) (2) - -
------- ----- ------- -----
Outstanding at end of period 157 $ 36 66 $ 9
======= ===== ======= =====
COMPENSATION
- -----------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 2002 2001
--------------------------------------- --------------------------------
UNEARNED DEFERRED Unearned
COMPENSATION COMPENSATION Deferred Compensation
(in thousands) 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 (421) 421 (363) 363
Amortization--2002 awards (419) 419 - -
------- ----- ------- -----
Balance at end of period $ 2,351 $ 767 $ 1,378 $ 363
======= ===== ======= =====
NOTE 10: 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.
-11-
BUSINESS SEGMENT INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2002 ELECTRONICS COMMUNICATIONS OTHER CONSOLIDATED
----------- -------------- --------- ------------
(IN THOUSANDS)
EXTERNAL CUSTOMER REVENUES $ 142,085 $ 57,429 $ - $ 199,514
INTERSEGMENT REVENUES 2,159 397 (2,556) -
DEPRECIATION AND AMORTIZATION 6,472 3,281 64 9,817
OPERATING EARNINGS/(LOSS) 10,549 (606) (2,686) 7,257
INTEREST EXPENSE - - 3,324 3,324
INCOME/(LOSS) BEFORE TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 10,549 (606) (6,010) 3,933
--------- --------- --------- ---------
Three Months Ended September 30, 2001 Electronics Communications Other Consolidated
----------- -------------- --------- ------------
(in thousands)
External customer revenues $ 152,630 $ 90,806 $ - $ 243,436
Intersegment revenues 1,903 3,024 (4,927) -
Depreciation and amortization 6,865 3,299 53 10,217
Operating earnings/(loss) 13,650 (6,136) (1,310) 6,204
Interest expense - - 4,850 4,850
Income/(loss) before taxes and cumulative
effect of change in accounting principle 13,650 (6,136) (6,160) 1,354
--------- --------- --------- ---------
NINE MONTHS ENDED SEPTEMBER 30, 2002 ELECTRONICS COMMUNICATIONS OTHER CONSOLIDATED
----------- -------------- --------- ------------
(IN THOUSANDS)
EXTERNAL CUSTOMER REVENUES $ 424,509 $ 189,769 $ - $ 614,278
INTERSEGMENT REVENUES 7,848 1,347 (9,195) -
DEPRECIATION AND AMORTIZATION 19,256 9,902 198 29,356
OPERATING EARNINGS/(LOSS) 32,285 (708) (8,356) 23,221
INTEREST EXPENSE - - 10,534 10,534
INCOME/(LOSS) BEFORE TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 32,285 (708) (18,890) 12,687
--------- --------- --------- ---------
Nine Months Ended September 30, 2001 Electronics Communications Other Consolidated
----------- -------------- --------- ------------
(in thousands)
External customer revenues $ 490,838 $ 266,289 $ - $ 757,127
Intersegment revenues 5,753 11,727 (17,480) -
Depreciation and amortization 20,268 9,403 159 29,830
Operating earnings/(loss) 51,262 1,562 (5,950) 46,874
Interest expense - - 14,518 14,518
Income/(loss) before taxes and cumulative
effect of change in accounting principle 52,462 1,562 (20,468) 33,556
--------- --------- --------- ---------
GEOGRAPHIC INFORMATION
Three Months Ended September 30, Nine Months Ended September 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 $129,673 65% $164,099 67% $395,361 64% $513,203 68%
Europe 39,780 20% 46,953 19% 129,170 21% 153,992 20%
Rest of World 30,061 15% 32,384 14% 89,747 15% 89,932 12%
-------- --- -------- --- -------- --- -------- ---
Total $199,514 100% $243,436 100% $614,278 100% $757,127 100%
======== === ======== === ======== === ======== ====
-12-
NOTE 11: SUBSEQUENT EVENTS - ACQUISITION
On October 31, 2002, the Company purchased certain assets and assumed certain
liabilities of the NORCOM wire and cable business in Kingston, Ontario, Canada
(NORCOM) from Cable Design Technologies Corporation for cash of approximately
$11.3 million. The purchase price is subject to adjustments for asset values as
of the closing date, with additional contingency payments over three years of as
much as $8.1 million depending mainly on the Company's achievement of future
business levels. The acquisition 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. No goodwill was recorded
with respect to this transaction. On November 1, 2002, the Company announced a
near-term reduction in NORCOM personnel of approximately 100 employees and
disclosed that closure of the Kingston facility is under consideration.
Accordingly, the Company recorded approximately $13.0 million as preliminary
accrued severance and other plant closing costs incident to the purchase as of
the acquisition date. The Company anticipates making severance payments within
one year of the acquisition date. NORCOM, which employees approximately 300
people, is the leading Canadian supplier of copper wire and cable products for
the telecommunications industry.
-13-
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 nine-month periods ended September 30, 2002 with the
three- and nine-month periods ended September 30, 2001.
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -------- ---------------
2002 2001 2002 2001
-------- -------- -------- --------
(In thousands)
Revenues $199,514 $243,436 $614,278 $757,127
Gross profit 33,969 42,067 102,987 138,610
Operating earnings 7,257 6,204 23,221 46,874
Nonoperating earnings - - - (1,200)
Interest expense 3,324 4,850 10,534 14,518
Income before taxes and cumulative effect of change in
accounting principle 3,933 1,354 12,687 33,556
Income before cumulative effect of change in accounting
principle 2,762 3,761 8,627 24,822
Net income 2,762 3,761 8,627 24,571
-------- -------- -------- --------
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.
-14-
The following table sets forth information comparing the Electronics segment
operating results for the three- and nine-month periods ended September 30, 2002
with the three- and nine-month periods ended September 30, 2001.
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- ------------------------
2002 2001 2002 2001
-------- -------- -------- --------
(In thousands, except % data)
External customer revenues $142,085 $152,630 $424,509 $490,838
Intersegment revenues 2,159 1,903 7,848 5,753
Operating earnings 10,549 13,650 32,285 51,262
As a percent of external customer revenues 7.4% 8.9% 7.6% 10.4%
-------- -------- -------- --------
The following table sets forth information comparing the Communications segment
operating results for the three- and nine-month periods ended September 30, 2002
with the three- and nine-month periods ended September 30, 2001.
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- ------------------------
2002 2001 2002 2001
-------- -------- -------- --------
(In thousands, except % data)
External customer revenues $57,429 $90,806 $189,769 $266,289
Intersegment revenues 397 3,024 1,347 11,727
Operating earnings/(loss) (606) (6,136) (708) 1,562
As a percent of external customer revenues (1.1)% (6.8)% (0.4)% 0.6%
-------- -------- -------- --------
ACQUISITIONS
On October 31, 2002, the Company purchased certain assets and assumed certain
liabilities of the NORCOM wire and cable business in Kingston, Ontario, Canada
(NORCOM) from Cable Design Technologies Corporation for cash of approximately
$11.3 million. The purchase price is subject to adjustments for asset values as
of the closing date, with additional contingency payments over three years of as
much as $8.1 million depending mainly of the Company's achievement of future
business levels. The acquisition 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. No goodwill was recorded
with respect to this transaction. On November 1, 2002, the Company announced a
near-term reduction in NORCOM personnel of approximately 100 employees and
disclosed that closure of the Kingston facility is under consideration.
Accordingly, the Company recorded approximately $13.0 million as preliminary
accrued severance and other plant closing costs incident to the purchase as of
the acquisition date. The Company anticipates making severance payments within
one year of the acquisition date. NORCOM, which employees approximately 300
people, is the leading Canadian supplier of copper wire and cable products for
the telecommunications industry.
-15-
RESULTS OF OPERATIONS--
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 2001
REVENUES
Revenues decreased 18% to $199.5 million in the three months ended September 30,
2002 from $243.4 million in the three months ended September 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 17 percentage points of revenue
decline. The Company experienced volume decreases in sales of products with
communications applications due primarily to capital spending reductions by the
major communications companies. The Company did experience small sales volume
increases in products with networking, industrial and entertainment/OEM
applications.
Decreased product pricing contributed approximately 3 percentage points of
revenue decline. This decrease resulted primarily from the impact of sales price
reductions implemented on certain products with communications, networking,
industrial and entertainment/OEM applications 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 values of $0.89, $1.43 and $0.52,
respectively, in third quarter 2001 to $0.98, $1.55 and $0.55, respectively, in
third quarter 2002 accounted for an approximate 2% increase in revenues.
Revenues in the United States, representing approximately 65% of the Company's
total revenues for the three months ended September 30, 2002, declined by 21%
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 resulting from a general economic slowdown. United States revenues
generated from the sale of Electronics segment products during the third quarter
of 2002 declined by 3% compared to revenues generated during the third quarter
of 2001. Revenues generated in the United States from the sale of Communications
segment products during the three months ended September 30, 2002 were down 43%
compared to the same period in 2001.
Revenues in Europe represented approximately 20% of the Company's total revenues
for the quarter ended September 30, 2002. European revenues decreased by 15%
compared to revenues generated during the third quarter of 2001. Local currency
revenues generated in Europe from the sale of Electronics segment products
during the third quarter of 2002 declined by 27% compared to revenues generated
during the third quarter of 2001. Local currency revenues generated in Europe
from the sale of Communications segment products during the three months ended
September 30, 2002 decreased by 18% compared to the same period in 2001.
Favorable currency translation offset the revenue decline by approximately 9
percentage points.
-16-
Revenues from the rest of the world, representing approximately 15% of the
Company's total revenues for the three months ended September 30, 2002,
decreased by 7% 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.
COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the components of earnings
for the three months ended September 30, 2002 with the three months ended
September 30, 2001.
% Increase
(Decrease)
Three Months Ended September 30, 2002 Compared
2002 2001 With 2001
------- ------- -------------
(in thousands, except % data)
Gross profit $33,969 $42,067 (19.3)%
As a percent of revenues 17.0% 17.3%
Operating earnings $ 7,257 $ 6,204 17.0 %
As a percent of revenues 3.6% 2.5%
Income before taxes and cumulative effect of change in accounting
principle $ 3,933 $ 1,354 190.5 %
As a percent of revenues 2.0% 0.6%
Net income $ 2,762 $ 3,761 (26.6)%
As a percent of revenues 1.4% 1.5%
------- ------- -------------
Gross profit decreased 19% to $34.0 million in the three months ended September
30, 2002 from $42.1 million in the three months ended September 30, 2001 due
primarily to lower sales volume and the impact of sales price reductions taken
on certain products. This decrease was partially offset by the impact of
material, labor and overhead cost reductions. Gross profit as a percent of
revenues declined by 0.3 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 increased 17% to $7.3 million in the three months ended
September 30, 2002 from $6.2 million in the three months ended September 30,
2001 due primarily to a $7.4 million decrease in bad debt expense from the third
quarter of 2001 to the third quarter of 2002. During the third quarter of 2001,
the Company recognized $8.6 million in bad debt expense that included an $8.4
million bad debt charge related to a financially-troubled VAR. During the third
quarter of 2002, the Company recognized $1.3 million in bad debt expense that
included $1.2 million in bad debt charges related to three financially-troubled
distribution customers. Also contributing to the increase in operating earnings
was the cessation of goodwill amortization in accordance with Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets,
and a reduction in selling, general and administrative expenses. Excluding the
bad debt expense recognized in each year, selling, general and administrative
expenses decreased by 5% to $25.4 million, or 12.8% of revenues, in the quarter
ended September 30, 2002 from $26.6 million, or 10.9% of revenues, in the same
period of 2001 due to reductions in personnel and tighter spending control
throughout the organization. This improvement was partially offset by lower
gross profit. Operating earnings as a percent of revenues increased by 1.1
percentage points from the prior year reflecting the previously mentioned items
partially offset by the Company's unfavorable leveraging of fixed costs over the
lower revenue base.
-17-
Income before taxes and cumulative effect of change in accounting principle
increased 191% to $3.9 million in the three months ended September 30, 2002 from
$1.4 million in the three months ended September 30, 2001 due to higher
operating earnings and decreased interest expense. Interest expense decreased
31% to $3.3 million in the third quarter of 2002 from $4.9 million in the third
quarter of 2001 due to both lower average borrowings and marginally lower
interest rates. Average debt outstanding during the third quarter of 2002 and
2001 was $205 million and $265 million, respectively. The Company's average
interest rate was 6.64% in the third quarter of 2002 compared to 7.08% in the
third quarter of 2001.
Net income decreased 27% to $2.8 million in the three months ended September 30,
2002 from $3.8 million in the three months ended September 30, 2001 despite
higher income before taxes and cumulative effect of change in accounting
principle due to income tax expense of $1.2 million recognized in the third
quarter of 2002 compared to an income tax benefit of $2.4 million recognized in
the third quarter of 2001. The income tax benefit recorded in the third quarter
of 2001 reflected the favorable resolution of a prior-period tax contingency.
The effective annual income tax rate decreased from 32.8% in the third quarter
of 2001 to 32.0% in the third quarter of 2002. This comparison excludes the
impact in 2001 of the favorable resolution of the prior-period tax contingency.
ELECTRONICS SEGMENT
External customer revenues decreased 7% to $142.1 million for the quarter ended
September 30, 2002 from $152.6 million for the quarter ended September 30, 2001.
This decrease can be attributed mainly to weak demand for products with
communications applications partially offset by improved unit sales of products
with networking, industrial and entertainment/OEM applications. Also
contributing to the decrease was the impact of price reductions taken on certain
products primarily with communications, networking and industrial applications.
This decrease was partially offset by the positive effect of currency
translation on European and Asia/Pacific revenues.
Operating earnings decreased 23% to $10.5 million for the quarter ended
September 30, 2002 from $13.7 million for the quarter ended September 30, 2001
due primarily to lower revenues and $1.0 million in bad debt expense recorded
during the quarter that included a $0.9 bad debt charge related to two
financially-troubled distribution customers. As a percent of external customer
revenues, operating earnings decreased to 7.4% in the third quarter of 2002 from
8.9% in the third quarter of 2001.
COMMUNICATIONS SEGMENT
The Communications segment recorded external customer revenues of $57.4 million
for the quarter ended September 30, 2002, a 37% decrease from revenues of $90.8
million for the quarter ended September 30, 2001, due principally to capital
spending reductions by the major communications companies and lower pass-through
copper prices.
-18-
Operating loss was reduced to a $0.6 million loss for the quarter ended
September 30, 2002 compared to a $6.1 million loss for the quarter ended
September 30, 2001. Operating loss as a percent of external customer revenues
was reduced to (1.1)% in the quarter ended September 30, 2002 from (6.8)% in the
same period of 2001. These results reflected an $8.3 million decrease in bad
debt expense from the third quarter of 2001 to the third quarter of 2002. During
the third quarter of 2001, the Company recognized $8.4 in bad debt expense that
included an $8.3 million bad debt charge related to a financially-troubled VAR.
During the third quarter of 2002, the Company recognized $0.1 in bad debt
expense that included a $0.2 million bad debt charge related to a
financially-troubled distribution customer. This reduction in operating loss was
partially offset by lower sales volumes and the segment's inability to leverage
its fixed costs over a much lower revenue base.
RESULTS OF OPERATIONS--
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 2001
REVENUES
Revenues decreased 19% to $614.3 million in the nine months ended September 30,
2002 from $757.1 million in the nine months ended September 30, 2001 due to
reduced sales volume and decreased selling prices. Currency translation on
international revenues had a marginally positive effect on revenue comparisons
for the period.
Decreased unit sales contributed approximately 16 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 nine months of 2001.
Decreased product pricing contributed approximately 4 percentage points of
revenue decline. This decrease resulted primarily from the impact of sales price
reductions implemented on certain communications, industrial and networking
products as well as lower pass-through copper prices on certain communications
products.
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 values of $0.90, $1.44 and $0.52,
respectively, in the nine months ended September 30, 2001 to $0.93, $1.48 and
$0.54, respectively, in the nine months ended September 30, 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 nine months ended September 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 first nine months of 2002 declined by 15% compared to
revenues generated during the first nine months of 2001. Revenues generated in
the United States from the sale of Communications segment products during the
nine months ended September 30, 2002 were down 35% compared to the same period
in 2001.
-19-
Revenues in Europe represented approximately 21% of the Company's total revenues
for the nine months ended September 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 nine months of 2002 declined by 24% compared to revenues
generated during the first nine months of 2001. Local currency revenues
generated in Europe from the sale of Communications segment products during the
nine months ended September 30, 2002 were down 8% 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 15% of the
Company's total revenues for the nine months ended September 30, 2002, were flat
compared to the same period in 2001. This result represented stronger demand in
Canada and the Africa/Middle East markets 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 nine months ended September 30, 2002 with the nine months ended
September 30, 2001.
% Decrease
2002 Compared
Nine Months Ended September 30, 2002 2001 With 2001
-------- -------- -------------
(in thousands, except % data)
Gross profit $102,987 $138,610 (25.7)%
As a percent of revenues 16.8% 18.3%
Operating earnings $ 23,221 $ 46,874 (50.5)%
As a percent of revenues 3.8% 6.2%
Income before taxes and cumulative effect of change in accounting
principle $ 12,687 $ 33,556 (62.2)%
As a percent of revenues 2.1% 4.4%
Net income $ 8,627 $ 24,571 (64.9)%
As a percent of revenues 1.4% 3.2%
-------- -------- -----
Gross profit decreased 26% to $103.0 million in the nine months ended September
30, 2002 from $138.6 million in the nine months ended September 30, 2001 due
primarily to lower sales volume, the impact of sales price reductions taken on
certain products and severance costs of $2.1 million related to reductions in
personnel in the Electronics segment. This decrease was partially offset by the
impact of material, labor and overhead cost reductions as well as a $1.8 million
settlement received from class action litigation regarding the pricing of copper
futures. Gross profit as a percent of revenues declined by 1.5 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.
-20-
Operating earnings decreased 51% to $23.2 million in the nine months ended
September 30, 2002 from $46.9 million in the nine months ended September 30,
2001 due to lower gross profit. Partially offsetting the decrease in gross
profit was a reduction in selling, general and administrative expenses of 12% to
$79.8 million in the nine months ended September 30, 2002 from $90.2 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 primarily the result of a $6.8 million decrease in
bad debt expense recognized in the first nine months of 2002 compared to the
same period in 2001 and was also positively effected by 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 and increased
litigation services costs of $0.2 million recognized in the second quarter of
2002. Excluding the bad debt expense recognized in each period, selling, general
and administrative expenses as a percent of revenues increased to 12.7% in the
first nine months of 2002 from 10.8% in the first nine months of 2001. Operating
earnings as a percent of revenues declined by 2.4 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 62% to $12.7 million in the nine months ended September 30, 2002 from
$33.6 million in the nine months ended September 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 27% to $10.5
million in the first nine months of 2002 from $14.5 million in the first nine
months of 2001 due to both lower average borrowings and marginally lower
interest rates. Average debt outstanding during the nine-month periods ended
September 30, 2002 and 2001 was $216 million and $272 million, respectively. The
Company's average interest rate was 6.75% in the first nine months of 2002
compared to 7.03% in the first nine months of 2001.
The Company's effective tax rate was 32.0% and 32.8% for the nine-month periods
ended September 30, 2002 and 2001, respectively. This comparison excludes the
impact in 2001 of the favorable resolution of a prior-period tax contingency.
The tax rate decrease was due primarily to the relative benefit of permanent
deductions to a smaller nine-month pretax earnings amount ($12.7 million in 2002
compared to $33.6 million in 2001).
Net income decreased 65% to $8.6 million in the nine months ended September 30,
2002 from $24.6 million in the nine 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 and the
favorable resolution of a $2.3 million prior-period tax contingency in the third
quarter of 2001.
-21-
ELECTRONICS SEGMENT
External customer revenues decreased 14% to $424.5 million for the nine months
ended September 30, 2002 from $490.8 million for the nine months ended September
30, 2001. This decrease can be attributed mainly to weak demand for products
with communications, industrial and entertainment/OEM applications due to the
continued downturns in both the United States and European economies. Also
contributing to the decrease was the impact of price reductions taken on
selected products with networking and industrial applications. Partially
offsetting this unfavorable comparison were improved unit sales of products with
networking applications and favorable currency translation on international
revenues.
Operating earnings decreased 42% to $32.3 million for the nine months ended
September 30, 2002 from $51.3 million for the nine months ended September 30,
2001 due primarily to lower revenues and severance costs of $3.3 million related
to reductions in personnel recognized in the first quarter of 2002 and $0.9
million in bad debt expense related to two financially-troubled distribution
customers recognized in the third quarter of 2002. This decrease was partially
offset by a $0.5 million settlement received from class action litigation
regarding the pricing of copper futures in 2002. As a percent of external
customer revenues, operating earnings decreased to 7.6% in the first nine months
of 2002 from 10.4% in the first nine months of 2001.
COMMUNICATIONS SEGMENT
The Communications segment recorded external customer revenues of $189.8 million
for the nine months ended September 30, 2002, a 29% decrease from revenues of
$266.3 million for the nine months ended September 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.
Operating earnings/(loss) decreased to a $0.7 million loss for the nine months
ended September 30, 2002 from earnings of $1.6 million for the nine months ended
September 30, 2001. Operating earnings/(loss) as a percent of external customer
revenues decreased to (0.4)% in the first nine months of 2002 from 0.6% in the
same period of 2001. These results reflected lower sales volumes and the
segment's inability to leverage its fixed costs over a much lower revenue base.
This decrease was partially offset by a $1.3 million settlement received from
class action litigation regarding the pricing of copper futures in 2002 and an
$8.4 million bad debt charge related to a financially-troubled VAR recognized in
the third quarter of 2001.
-22-
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
Nine Months Ended September 30, 2002 2001
--------- --------
(in thousands)
Net cash provided by (used in)
Operating activities $ 66,454 $ 52,446
Investing activities (26,326) (29,262)
Financing activities (33,261) (18,336)
Effect of exchange rate changes on cash and cash equivalents (52) 97
--------- --------
Increase (decrease) in cash and cash equivalents $ 6,815 $ (4,945)
--------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES
Nine Months Ended September 30, 2002 2001
--------- --------
(in thousands)
Income from continuing operations before cumulative effect of
change in accounting principle $ 8,627 $24,822
Depreciation and amortization 29,356 29,830
Gain on business divestiture - (1,200)
Other, net 767 363
Current and deferred income taxes, net 17,797 (5,689)
Change in other operating assets and liabilities, net 9,908 4,320
--------- --------
Net cash provided by operating activities $ 66,455 $52,446
--------- --------
Net cash provided by operating activities in 2002 totaled $66 million and
included a positive $28 million net change in operating assets and liabilities
resulting from increased accounts payable and accrued liabilities, reduced
inventories and receipt of income tax refunds that were partially offset by
increased receivables. During 2001, net cash provided by operating activities
totaled $52 million. Operating assets and liabilities consumed $1 million of
funds, principally through decreases in accounts payable and accrued liabilities
that were partially offset with decreases in receivables and inventories.
-23-
NET CASH USED IN INVESTING ACTIVITIES
Nine Months Ended September 30, 2002 2001
-------- ---------
(in thousands)
Capital expenditures $(26,493) $ (30,682)
Proceeds from business divestiture - 1,400
Proceeds from disposal of property 167 20
-------- ---------
Net cash used in investing activities $(26,326) $ (29,262)
-------- ---------
CAPITAL EXPENDITURES
Nine Months Ended September 30, 2002 2001
-------- ---------
(in thousands)
Capacity modernization and enhancement $ 20,057 $ 17,299
Capacity expansion 2,064 8,610
Other 4,372 4,773
-------- ---------
$ 26,493 $ 30,682
-------- ---------
Capital expenditures during the nine-month periods ended September 30, 2002 and
2001 were approximately 4.3% and 4.1% of revenues, respectively. Investment
during both the first nine months 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 USED IN FINANCING ACTIVITIES
Nine Months Ended September 30, 2002 2001
-------- ---------
(in thousands)
Net payments under credit agreements $(30,717) $ (15,962)
Proceeds from exercise of stock options 1,198 1,309
Cash dividends paid (3,742) (3,683)
-------- ---------
Net cash used in financing activities $(33,261) $ (18,336)
-------- ---------
During the nine months ended September 30, 2002, the Company repaid
approximately $31 million of debt. The repayments were funded primarily by cash
flow from operations, which included $13 million from federal income tax
refunds. Dividends of $0.15 per share were paid to shareholders for the same
period.
During the nine months ended September 30, 2001, the Company repaid
approximately $16 million of debt. The repayments were funded primarily by cash
flow from operations. Dividends of $0.15 per share were paid to shareholders for
the same period.
-24-
Working Capital
The following table summarizes the Company's working capital position at
September 30, 2002 and December 31, 2001.
SEPTEMBER 30, December 31,
2002 2001
------------- ------------
(in thousands, except current ratio)
Current assets
Cash and cash equivalents $ 9,614 $ 2,799
Receivables, net 113,413 105,865
Inventories 146,161 150,791
Income taxes receivable 2,005 14,527
Deferred income taxes 7,479 7,078
Other current assets 3,120 2,470
--------- ---------
Total current assets $ 281,792 $ 283,530
Current liabilities
Accounts payable and accrued liabilities $ 86,227 $ 76,816
Income taxes payable - -
--------- ---------
Total current liabilities $ 86,227 $ 76,816
--------- ---------
Working capital $ 195,565 $ 206,714
Current ratio(1) 3.27 3.69
========= =========
(1) Total current assets divided by total current liabilities
Current assets decreased $2 million, or 1%, from $284 million at December 31,
2001 to $282 million at September 30, 2002. Receivables increased $8 million due
primarily to an improvement in the Electronics segment daily sales rate in third
quarter 2002 over the fourth quarter of 2001. Inventories decreased $5 million
due primarily to reduced production resulting from summer vacation 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 $9 million, or 12%, from $77 million at December
31, 2001 to $86 million at September 30, 2002. Accounts payable and accrued
liabilities increased due to increased production and purchasing levels within
the Company compared to seasonally low levels during the fourth quarter of 2001.
Long-lived Assets
The following table summarizes the Company long-lived assets at September 30,
2002 and December 31, 2001.
SEPTEMBER 30, December 31,
2002 2001
------------- ------------
(in thousands)
Property, plant and equipment, net $ 359,874 $ 355,852
Goodwill, net 75,580 74,016
Other long-lived assets 11,656 9,292
--------- ---------
$ 447,110 $ 439,160
========= =========
-25-
Long-lived assets increased $8 million, or 2%, from $439 million at December 31,
2001 to $447 million at September 30, 2002.
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 September 30, 2002, and during the nine-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
SEPTEMBER 30, 2002 December 31, 2001
-------- -------------- -------- ---------------
(in thousands, except % data) AMOUNT PERCENT Amount Percent
-------- ------- -------- -------
Long-term debt $203,986 37.9% $234,703 42.8%
Stockholders' equity 333,810 62.1% 314,245 57.2%
------- ----- -------- -----
$537,796 100.0% $548,948 100.0%
======== ===== ======== =====
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.
-26-
The Company had privately-placed debt of $200 million outstanding at September
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 September 30,
2002 of $66.8 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 September 30, 2002, the Company had no outstanding borrowings
under the Credit Agreement.
The Company entered into an amendment of the Credit Agreement during the quarter
ended September 30, 2002 that altered the interest coverage covenant applicable
to this quarter. The Company's performance during the quarter ended September
30, 2002 met the amended interest coverage covenant.
The Company does not anticipate that its performance during the quarter ended
December 31, 2002 will meet the interest coverage covenant under the Credit
Agreement applicable to that quarter. As a result, the Company has entered into
discussions with its bank group to address this issue. The Company anticipates
successful resolution of this issue in a manner that does not materially affect
the Company's operations. As of November 14, 2002, the Company had outstanding
borrowings under the Credit Agreement in the amount of $10 million. The Company
believes it has access to sources of capital such that, in combination with the
cash flow generated from its operations, regardless of the outcome of such
discussions, the Company would have sufficient liquidity to meet its working
capital and capital expenditure needs.
The Company also had unsecured, uncommitted arrangements with 8 banks under
which it may borrow up to $53 million at prevailing interest rates. At September
30, 2002, the Company had $1.2 million outstanding borrowings under these
arrangements. At September 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.
-27-
During the nine months ended September 30, 2002, the Company decreased total
outstanding debt by $31 million, or 13%, 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
37.9% at September 30, 2002.
Borrowings have the following scheduled maturities.
Payments Due by Period
-----------------------------------------------------------------
Less than 1 1-2 3-4 After
September 30, 2002 Total year years years 4 years
-------- ----------- ------- ------- -------
(in thousands)
Long-term debt (1)(2) $201,170 $ 1,170 $64,000 $74,000 $62,000
-------- --------- ------- ------- -------
(1) At September 30, 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 September 30,
2002 of $66.8 million. Total long-term debt recorded in financial records
was $204.0 million.
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 1-2 3-4 After
September 30, 2002 Total 1 year years years 4 years
-------- --------- -------- ------ -------
(in thousands)
Lines of credit $150,000 $ - $150,000 $ - $ -
Standby letters of credit 12,251 12,251 - - -
Guarantees 4,561 4,561 - - -
Standby repurchase obligations - - - - -
Other commercial commitments - - - - -
-------- ------- -------- ----- -----
Total commercial commitments $166,812 $16,812 $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 September
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 September 30, 2002 was $2.8 million. Credit and market risk
exposures on these agreements are limited to the net interest differentials. Net
interest differentials earned from the interest rate swaps of $0.3 million
pretax, or $0.01 per diluted share, and $0.7 million pretax, or $0.02 per
diluted share, were recorded as reductions to interest expense for the three-
and nine-month periods ended September 30, 2002, respectively. Net interest
differentials earned from the interest rate swaps reduced the Company's average
interest rate on long-term debt by 0.64 percentage points for the three months
ended September 30, 2002 and by 0.41 percentage points for the nine months ended
-28-
September 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 $20 million, or 6.2%, due to approximately $5
million net income net of dividends, a $4 million reduction of common stock held
in treasury as a result of restricted stock awards and stock option settlement
activity and a $13 million reduction in accumulated other comprehensive loss
resulting primarily from favorable translation of foreign currency financial
statements into United States dollars during 2002. These increases were
partially offset by a reduction in additional paid-in capital and an increase in
unearned deferred compensation.
OUTLOOK
Demand in the Company's North American electronics markets remains relatively
unchanged from recent quarters. However, the increase in product demand that the
Company anticipated for the fourth quarter of 2002 is not materializing.
Additionally, market pricing pressures on products with networking applications
continue to adversely affect gross margins. Consequently, management estimates
that revenues and earnings generated by the Electronics segment for the fourth
quarter of 2002 will be slightly down compared with the third quarter of 2002.
Nevertheless, efforts to manage costs should enable this segment to remain
profitable even at these depressed sales levels.
Management anticipates that the Communications segment will experience a
seasonally weak fourth quarter of 2002 with revenues down as much as 15 percent
compared with the third quarter of 2002. This estimate excludes any impact from
the NORCOM acquisition. The segment is currently generating revenues at levels
less than half of what was experienced in late 2000. In response to the economic
downturn in the communications industry, the segment has reduced its headcount
by more than 40%, cut other costs, and adjusted production to better match
current demand. These actions should enable the segment to maintain positive
earnings before interest, taxes, depreciation and amortization in the fourth
quarter of 2002, even aside from the expected other operating income earned from
a take-or-pay agreement. Management estimates that income to be recognized in
the fourth quarter of 2002 under the take-or-pay agreement with a private-label
customer is approximately $10.6 million pretax or $.29 per diluted share.
In summary, management expects consolidated revenues generated in the fourth
quarter of 2002 to be approximately 5% lower than consolidated revenues
generated during the third quarter of 2002. Estimated consolidated earnings per
diluted share for the fourth quarter of 2002 should be approximately $.30 prior
to any contribution from NORCOM. The Company has announced a near-term reduction
in NORCOM personnel of approximately 100 employees and disclosed that closure of
the Kingston facility is under consideration. Accordingly, the Company recorded
approximately $13.0 million as preliminary accrued severance and other plant
closing costs incident to the purchase as of the acquisition date. The Company
anticipates making severance payments within one year of the acquisition date.
The acquired business should add approximately $5 million to $6 million in
revenue and could lose $.01 to $.02 per diluted share in the fourth quarter of
2002.
-29-
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 depressed economic conditions in
Australia and the poor economic conditions in the United States, Europe and
parts of the Pacific Rim (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 NORCOM and, in particular, the
Company's ability to maintain NORCOM's primary customers, including Bell
Canada); 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, sales to British Telecommunications (BT) in the United Kingdom and sales
to Bell Canada in Canada); in connection with entering into a new contract with
BT, the potential for retroactive price decreases on products sold to BT after
September 30, 2002; 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.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Market risks relating to the Company's operations result primarily from interest
rates, foreign exchange rates, certain commodity prices and concentrations of
credit. The Company manages its exposure to these and other market risks through
regular operating and financing activities, and on a limited basis, through the
use of derivative financial instruments. The Company intends to use such
derivative financial instruments as risk management tools and not for
speculative investment purposes. Quantitative and Qualitative Disclosures About
Market Risks in the Company's 2001 Annual Report on Form 10-K provides more
information as to the types of practices and instruments used to manage risk.
The following provides a discussion of material changes to the Company's
exposure to market risk since December 31, 2001.
-30-
Interest Rate Risk
During 2002, the Company entered into 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. Based on current
interest rates for similar transactions, the fair value of the Company's
interest rate swap agreements at September 30, 2002 was $2.8 million. Credit and
market risk exposures on these agreements are limited to the net interest
differentials. Net interest differentials earned from the interest rate swaps of
$0.3 million pretax, or $.01 per diluted share, and $0.7 million pretax, or $.02
per diluted share, were recorded as reductions to interest expense for the
three- and nine-month periods ended September 30, 2002, respectively.
There have been no other material changes to the Company's exposure to interest
rate risk since December 31, 2001.
Foreign Exchange Rate Risk
There have been no material changes to the Company's exposure to foreign
exchange rate risk since December 31, 2001. However, as a result of the October
2002 acquisition of NORCOM, the Company's exposure to exchange rate risk between
the United States dollar and the Canadian dollar will increase.
Commodity Price Risk
There have been no material changes to the Company's exposure to commodity price
risk since December 31, 2001.
Credit Risk
During the nine months ended September 30, 2002, the Company recognized bad debt
expense in the amount of $2.2 million. Included in this amount was $1.0 million
related to a single, financially-troubled distribution customer that purchased
broadband and CATV products through both segments of the Company. The Company
continues to monitor credit risks in the broadband and CATV markets it serves.
Customers include smaller OEMs and distributors that may increase the Company's
credit risks if depressed conditions continue in the broadband and CATV markets.
There have been no other material changes to the Company's exposure to credit
risk since December 31, 2001.
ITEM 4: CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information required to be included in the
Company's periodic SEC filings relating to the Company (including its
consolidated subsidiaries).
-31-
There were no significant changes in the Company's disclosure controls and
procedures or in other factors that could significantly affect these disclosure
controls and procedures subsequent to the date of our most recent evaluation.
-32-
PART II OTHER INFORMATION
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. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certificate of the Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 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
September 30, 2002.
-33-
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: November 14, 2002 By: /s/ C. Baker Cunningham
--------------------------------
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer
Date: November 14, 2002 By: /s/ Richard K. Reece
--------------------------------
Richard K. Reece
Vice President, Finance,
and Chief Financial Officer
-34-
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, C. Baker Cunningham, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of circumstances under which the
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors:
a) all significant deficiencies in the design or operation of disclosure
controls and procedures which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weakness
in disclosure controls and procedures; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's disclosure
controls and procedures; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
disclosure controls and procedures or in other factors that could
significantly affect disclosure controls and procedures subsequent to the
date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
November 14, 2002
/s/ C. Baker Cunningham
------------------------------------------------------------
C. Baker Cunningham
Chairman of the Board, President and Chief Executive Officer
-35-
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Richard K. Reece, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of circumstances under which the
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors:
b) all significant deficiencies in the design or operation of disclosure
controls and procedures which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weakness in
disclosure controls and procedures; and
c) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's disclosure
controls and procedures; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
disclosure controls and procedures or in other factors that could
significantly affect disclosure controls and procedures subsequent to the
date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
November 14, 2002
/s/ Richard K. Reece
---------------------------------------------------
Richard K. Reece
Vice President, Finance and Chief Financial Officer
-36-