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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2002
or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
--------- ---------
Commission File No. 1-12280
BELDEN INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0412617
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
7701 FORSYTH BOULEVARD
SUITE 800
ST. LOUIS, MISSOURI 63105
(Address of Principal Executive Offices and Zip Code)
(314) 854-8000
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, $.01 par value The New York Stock Exchange
Preferred Stock Purchase Rights The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports),and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined Rule 12b-2 of the Act). Yes[X] No[ ]
================================================================================
At June 28, 2002, the aggregate market value of Common Stock held by
non-affiliates was $512,912,955 based on the closing price ($20.84) of such
stock on such date.
There were 25,262,091 shares of Common Stock outstanding on March 6, 2003.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Belden Inc. Proxy Statement for the Annual Meeting of
Stockholders to be held on May 6, 2003 (the "Proxy Statement") (incorporated by
reference into Part III).
TABLE OF CONTENTS
FORM 10-K
ITEM NO. NAME OF ITEM PAGE
- --------- --------------------------------------------------------------------- ------
PART I
ITEM 1. BUSINESS 3
ITEM 2. PROPERTIES 14
ITEM 3. LEGAL PROCEEDINGS 16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS 17
ITEM 6. SELECTED FINANCIAL DATA 17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 18
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 38
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 42
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 71
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 72
ITEM 11. EXECUTIVE COMPENSATION 72
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS 72
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 72
ITEM 14. CONTROLS AND PROCEDURES 72
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 73
SIGNATURES 79
CERTIFICATIONS 80
INDEX TO EXHIBITS 82
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PART I
ITEM 1. BUSINESS
GENERAL
Belden designs, manufactures and markets metallic and fiber optic wire and cable
products for the electronics and communications markets. It has been in the
business of manufacturing wire and cable for over 100 years. The business was
founded as Belden Manufacturing Company, which began manufacturing silk
insulated wire and insulated magnet wire in Chicago in 1902. In 1980, the
business was acquired by Crouse-Hinds Company and, in 1981, by Cooper
Industries, Inc. ("Cooper") as part of Cooper's acquisition of Crouse-Hinds
Company. From 1981 until July 1993, the business was operated as an
unincorporated division of Cooper.
In 1993, the business was transferred to Belden Wire & Cable Company ("BWC"), a
wholly-owned subsidiary of Belden Inc., in connection with the October 6, 1993
initial public offering by Cooper of 23,500,000 shares of common stock of Belden
Inc. In 1995 and 1996, an additional 2,500,000 shares of common stock, which
were originally retained by Cooper, were sold to the public. In June 1999,
Belden Inc. acquired all the outstanding shares of Cable Systems Holding Company
and its subsidiary Cable Systems International Inc., now Belden Communications
Company ("BCC"). With the acquisition of BCC, Belden began reporting under two
business segments: Electronics and Communications. For more information
regarding Belden acquisitions, see "Note 6: Acquisitions" of Belden's
consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Belden Inc., the publicly-traded parent company, is a Delaware corporation
incorporated in 1993. Substantially all of its operations are conducted through
BWC, BCC and its other subsidiaries.
As used herein, unless a business segment is identified or the context otherwise
requires, "Belden" and the "Company" refer to Belden Inc. and its subsidiaries
as a whole. Financial information about Belden's two business segments appears
in "Note 21: Industry Segments and Geographic Information" of Belden's
consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
The Company's major markets are:
- Industrial, including products used in factory automation applications,
signal and control systems, security systems, industrial equipment and
instrumentation equipment
- Networking, including products used within the premises for the
transmission of voice, data or video, generally utilized in computer
networks
- Entertainment & OEM, including products used in broadcast (such as
professional broadcasters, sports stadiums and arenas) and original
equipment manufacturer (OEM) applications
- Communications, including products used for telecom applications (such
as outside plant wire and cable and central office cable) and broadband
products.
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Belden meets the demands of these markets with various product configurations,
which include multiconductor products, coaxial cables, fiber optic cables,
heat-shrinkable tubing and wire management products, and lead, hook-up and other
wire products. A more detailed description of certain of these product
configurations follows.
Multiconductor Product Configurations. A multiconductor cable consists of two or
more insulated conductors that are cabled together, individually twisted into
pairs or run in a parallel configuration as a flat cable. Insulation may be
extruded or laminated over bare conductors, and separately insulated conductors
may be bonded or woven together. A cable may be unshielded, have individually
shielded pairs or have an overall shield. The cable is covered with an overall
jacket.
Coaxial Product Configurations. Coaxial cable consists of a central inner
conductor surrounded by a concentric outer conductor or shield. A dielectric
material separates the two conductors and a jacket covers the overall
construction. The inner conductor is usually copper or copper-covered steel,
while the outer conductor is usually a metallic tape or a wire braid. Various
insulating and jacketing materials are used.
Fiber Optic Product Configurations. Fiber optic cables transmit light signals
through glass or plastic fibers. Fiber optic cables may be either multimode or
single mode. Belden manufactures multimode fiber optic cables for use in data
networking and other applications.
Lead, Hook-up and Other Wire Product Configurations. Lead and hook-up wire
consist of single conductor wire that is used for electrical leads.
MARKETS AND PRODUCTS FOR ELECTRONICS SEGMENT
The Company's Electronics business segment designs, manufactures and markets
metallic and fiber optic wire and cable products that serve the Industrial,
Networking, Entertainment & OEM and Communications markets, as described in more
detail below. The Company's Electronics business segment contributed
approximately 70%, 66% and 69% of Belden's consolidated revenues in 2002, 2001
and 2000, respectively.
Industrial. The Industrial market uses a broad range of products supporting
applications from advanced industrial networking to the traditional
instrumentation and control systems. These products are used in various discrete
manufacturing and process operations involving the connection of computers,
programmable controllers, robots, operator interfaces, motor drives and other
devices. Other applications include traffic signal cable and cable for fire
alarm, smoke detection, sprinkler control and security systems. Many industrial
environments, such as petrochemical and harsh-environment operations, require
cables with exterior armor or jacketing materials that can endure physical abuse
and exposure to chemicals, extreme temperatures and outside elements. Belden
manufactures and markets multiconductor, coaxial and fiber optic products
designed for all these applications. Belden also manufactures electrical wire
used for the industrial power markets. Belden sells these industrial products
primarily through wire specialist distributors, industrial distributors and
re-distributors.
Also within the Industrial market, computer equipment and micro-processor
controllers require various multiconductor, flat and coaxial products to
interconnect peripheral devices such as printers and
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sensors. Belden supplies products to support these applications. Belden also
supplies heat-shrinkable tubing and wire management products to protect and
harness wire and cable assemblies. Belden's primary market channels for these
products are direct sales to computer and instrumentation OEMs and sales through
assembly houses and distributors.
Networking. In the Networking market, Belden supplies both shielded and
unshielded multiconductor cables, and to a lesser extent coaxial and fiber optic
cables, for use within the premises (hence the use of the term "premise"
products) for the transmission of voice, data, video or a combination of these.
Networking products are generally used as the backbone of computer networks,
linking local area networks ("LANs"), workstations, equipment and other
peripheral devices to each other or to telecommunications service wire. Belden's
multiconductor product line for the Networking market includes plenum cable,
which is jacketed with special flame retardant materials, and its DataTwist(R)
cables for high speed transmission. It also includes MediaTwist(R) cables, which
are multimedia cables supporting diverse applications in video, data, and voice
technologies.
Belden's primary channels to the Networking market include distributors,
computer OEMs and systems integrators who design and install multivendor
data/voice systems.
Entertainment & OEM. Belden manufactures a variety of multiconductor and coaxial
products which distribute audio and video signals for use in broadcast
television (including digital television and HDTV), broadcast radio, pre- and
post-production facilities, recording studios and public facilities such as
arenas and stadiums. Belden's audio/video cables are also used in connection
with microphones, musical instruments, audio mixing consoles, effects equipment,
speakers, paging systems and consumer audio products. Belden's primary market
channels for these broadcast, music and entertainment products are broadcast
specialty distributors and audio systems installers. Belden also sells directly
to music OEMs and the major networks including NBC, CBS, ABC and FOX.
On the OEM side of the Entertainment & OEM market, Belden makes flat cable
products for use in internal computer component wiring, and to interface
internal components such as circuit boards, switching devices and other active
components. Belden primarily sells these products directly to computer and
instrumentation OEMs and through assembly houses and distributors.
Belden's OEM products also include lead and hook-up wire that is used for
electrical leads in motors, internal wiring and test equipment, which Belden
sells primarily to OEMs that manufacture motors, transformers, ballasts and
lighting and electronic equipment. Belden also markets these products through
electrical apparatus parts distributors, wire specialist distributors and
electrical wholesalers. Belden also fabricates and sells directly to OEMs wire
used in the production of active and passive electronic components which provide
the circuitry connections for electronic data equipment. In early 2003, Belden
announced that it was discontinuing the manufacture of enamel coated wire used
in precision deflection coils for computer video screens and television
monitors.
Communications. Within the Communications market, Belden manufactures products
that transmit voice, video, and data signals through the public telephone
network. Because these are principally supplied by the Communications business
segment, they are discussed in connection with that segment below.
Also within the Communications market, Belden manufactures flexible, copper-clad
coaxial cable, sometimes generically referred to as "broadband," which provides
high-speed transmission of voice, data and video. This coaxial cable made by
Belden is used for the "drop" section of a cable television
5
(CATV) system and Direct Broadcast Satellite (DBS) system. The drop cable
section distributes the signal from the "trunk" portion of the CATV system or
the satellite dish in a DBS system into the home. Belden also has a composite
cable capability for a combination of CATV and telephone pair to meet the
changing needs of the converging CATV and telecommunication markets. Further,
Belden manufactures a copper base trunk distribution cable widely used
throughout Europe meeting local specifications within the region. In early 2003,
Belden announced that it was exiting the manufacturing and marketing of
long-line single-mode fiber optic cable.
The CATV drop cable market includes both new cable installations and the repair
and replacement of existing cable. Belden's CATV cable is sold directly to
multiple systems operators (MSOs) who operate CATV systems throughout the world
and through CATV and electronic distributors.
Also within the Communications market, Belden sells coaxial cables used in
connection with wireless applications, such as cellular, PCS, PCN and GPS,
primarily through distributors.
MARKETS AND PRODUCTS FOR COMMUNICATIONS SEGMENT
The Company's Communications business segment designs, manufactures and markets
metallic cable products that serve the Communications market primarily as
described below, and to a minor extent the Networking market as described above.
The Company's Communications business segment contributed approximately 30%, 34%
and 31% of Belden's consolidated revenues in 2002, 2001 and 2000, respectively.
Within the Communications market, Belden supplies products that transmit voice,
video, and data signals through the public telephone network. Sophisticated
digital network and switching equipment used in many of the advanced telephone
systems require specialty cable. Belden supplies:
- Outside plant cable--also known as exchange cable--which is used for
telephone and data circuits from the central office (where switching
equipment is located) or distribution cabinets to neighborhoods or
buildings (where circuits are required);
- Outside plant wire--also known as service distribution wire--which
extends the voice, video, or data circuit from the exchange cable to a
home or office; and
- Central office and equipment wire and cable designed to support local
and long distance exchanges in overlay and interconnecting cabling for
central office applications such as telecommunication equipment wiring,
cross-connect wiring and apparatus cabling.
Belden's outside plant and central office wire and cable products (all
multiconductor or coax product configurations) are primarily made by its
Communications business segment, and are sold generally to Local Exchange
Carriers (LECs), directly and through distributors, and to other major
communications companies.
6
CUSTOMERS
Belden's Electronics business segment sells to distributors and directly to OEMs
and installers of equipment and systems. Belden's Communications business
segment sells primarily to Local Exchange Carriers (LECs) both directly and
through distributors, and to other major communications companies. Sales to
several business units of Anixter International Inc., primarily by the
Electronics business segment, represented approximately 16% of Belden-wide sales
in 2002. Sales by the Communications business segment to several business units
of SBC Communications Inc. represented approximately 11% of Belden-wide sales in
2002.
In general, Belden's customers are not contractually obligated to buy Belden
products exclusively, in minimum amounts or, except as noted below for the
Communications business segment, for a significant period of time. They could
purchase products that compete with Belden's products in lieu of purchasing
products from Belden, and the loss of one or more large customers could, at
least in the short term, have an adverse effect on the Company's results of
operations. However, the Company believes that its relationships with its
customers are satisfactory and that the customers choose Belden products due to,
among other reasons, the breadth of Belden's product offering and the quality
and performance characteristics of its products.
The Company's Communications business segment sells telecommunications products
primarily to LECs (either directly or through value-added resellers designated
by the LECs) and other telecommunication companies under long-term contracts,
generally three to five years in duration. Due to the size of these contracts,
the award or loss of a contract may have a material impact on the operating
performance of the Company. In addition, the order pattern for these customers
can vary due to their operational priorities, weather, financial condition,
budget constraints, system maintenance and other factors.
Apart from this, the ongoing relationship that the Company's Electronics
business segment has with its distributors raises other potential risks. For
example, adjustments to inventory levels maintained by distributors (which
adjustments may be accelerated through consolidation among distributors) may
adversely affect sales on a short-term basis. Further, certain distributors have
been and may in the future be allowed to return inventory at the distributor's
original cost, in an amount not to exceed three percent of the prior year's
purchases, in exchange for an order of equal or greater value. The Company has
recorded a liability for the estimated impact of this return policy.
INTERNATIONAL OPERATIONS
Belden's international sales consist primarily of products sold by the
Electronics business segment into all four markets and by the Communications
business segment into the British telecommunications market. Belden's primary
channels to international markets are through distributors, and direct sales to
end users and OEMs.
Changes in the relative value of currencies take place from time to time and
their effects on the Company's results of operations may be favorable or
unfavorable. Belden sometimes engages in foreign currency hedging transactions
to mitigate these effects. For more information about Belden's foreign currency
exposure management, see "Note 2: Summary of Significant Accounting Policies" of
Belden's consolidated financial statements in Item 8 of this Annual Report on
Form 10-K.
7
Belden's international opportunities are accompanied by risks arising from
economic and political considerations in the countries served.
Financial information about Belden's geographic areas is shown in "Note 21:
Industry Segments and Geographic Information" of Belden's consolidated financial
statements in Item 8 of this Annual Report on Form 10-K.
COMPETITION
Belden faces substantial competition in its major markets. The number and size
of Belden's competitors varies depending on the product line and business
segment.
For the Company's Electronics business segment, the market can be generally
categorized as highly competitive with many players. Primary competition is
either global in scope with competitors that have substantial financial,
engineering, manufacturing and marketing resources, or regional in scope with
competitors that have more limited product offerings. Since the time of the
Company's initial public offering, competition has been further stimulated by
the addition of several large wire and cable companies to the public marketplace
through initial public offerings.
For Belden's Communications business segment, competition is characterized by
several manufacturers competing for business among large LEC customers under
long-term contracts. Due to the buying power of the LECs and other factors, the
Communications segment faces highly competitive conditions.
The principal competitive factors in all product markets are availability,
customer support, distribution coverage, price and product features. The
relative importance of each of these factors varies depending on the specific
product category.
Some of the Company's competitors have greater financial, engineering,
manufacturing and other resources than the Company. The Company's competitors
can be expected to continue to improve the design and performance of their
products and to introduce new products with competitive price and performance
characteristics. Although the Company believes that it has certain technological
and other advantages over its competitors, realizing and maintaining such
advantages will require continued investment by the Company in engineering,
research and development, marketing and customer service and support. There can
be no assurance that the Company will continue to make such investments or that
the Company will be successful in maintaining such advantages.
RESEARCH AND DEVELOPMENT
The Company engages in a continuing research and development program, including
new and existing product development, testing and analysis, process and
equipment development and testing, and compound materials development and
testing. For information about the amount spent on research and development, see
"Note 2: Summary of Significant Accounting Policies" of Belden's consolidated
financial statements in Item 8 of this Annual Report on Form 10-K.
8
PATENTS AND TRADEMARKS
The Company has a policy of seeking patents when appropriate on inventions
concerning new products, product improvements and process and equipment
development as part of its ongoing research, development and manufacturing
activities. The Company owns numerous patents and registered trademarks
worldwide, with numerous others for which applications are pending. Although in
the aggregate its patents and trademarks are of considerable importance to the
manufacturing and marketing of many of its products, the Company does not
consider any single patent or trademark or group of patents or trademarks to be
material to its business as a whole, except for the Belden(R) trademark. The
Company has the right to use the Belden(R) trademark in connection with all of
its current products. The Company, however, granted to Cooper, around the time
of the Company's initial public offering, the exclusive royalty-free right to
use the Belden(R) trademark for wire and cable products in the automotive
markets and certain other markets in which the Company does not currently
compete. Other important trademarks used by Belden include DataTwist(R),
MediaTwist(R), Flamarrest(R), UnReel(R), Duobond(R), Beldfoil(R),
Conformable(R), Alpha(R), FIT(R), XTRAo GUARD(R), HomeChoice(R) and New
Generation(R). Belden's patents and trademarks are primarily used by the
Electronics business segment.
RAW MATERIALS
The principal raw material used in many of Belden's products is copper. The
Company has a copper price management strategy that involves the use of natural
techniques, where possible, such as purchasing copper for future delivery at
fixed prices. Where natural techniques are not possible, the Company will
sometimes use commodity price derivatives, typically exchange-traded forward
contracts, with durations of generally twelve months or less. For additional
information on this matter and on price risk related to certain petroleum-based
commodities, see "Note 2: Summary of Significant Accounting Policies" and "Note
16: Unconditional Purchase Obligations" of Belden's consolidated financial
statements in Item 8 of this Annual Report on Form 10-K.
Other raw materials used by Belden include, for the Electronics business
segment, flooding and filling compound, color chips, Teflon(R) FEP and other
insulating materials such as plastic and rubber, shielding tape, plywood reels,
corrugated cartons, aluminum, steel and optical fiber; and for the
Communications business segment, the preceding materials as well as bronze tape,
Reemay, mylar and polyester film. With respect to all major raw materials used
by the Company, Belden generally has either alternative sources of supply or
access to alternative materials. Supplies of these materials are generally
adequate and are expected to remain so for the foreseeable future.
Belden sources a minor percentage of its finished products from a network of
manufacturers under private label agreements.
BACKLOG
The Company's business is characterized generally by short-term order and
shipment schedules rather than volume purchase contracts. Accordingly, the
Company does not consider backlog at any given
9
date to be indicative of future sales. The Company's backlog consists of product
orders for which a customer purchase order has been received or a customer
purchase order number has been communicated and which are scheduled for shipment
within six months. Orders are subject to cancellation or rescheduling by the
customer, generally with a cancellation charge. At December 31, 2002, the
Company's backlog of orders believed to be firm was $36.5 million, compared to
$38.9 million at December 31, 2001, most of which amounts were attributable to
the Electronics business segment. The Company believes that all such backlog
will be filled in 2003.
ENVIRONMENTAL MATTERS
The Company is subject to numerous federal, state, local and foreign laws and
regulations relating to the storage, handling, emission and discharge of
materials into the environment, including the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA"), the Clean Water Act, the
Clean Air Act (including the 1990 amendments) and the Resource Conservation and
Recovery Act. The Company believes that its existing environmental control
procedures are adequate and it has no current plans for substantial capital
expenditures in this area.
A former Belden facility in Shrewsbury, Massachusetts was sold to a third party
in 1992, but Belden has agreed to indemnify the buyer for certain preexisting
environmental liabilities, principally caused by a former owner. Contaminated
soil has been removed, and groundwater remediation has been suspended. Site
closure documents have been submitted to the state environmental agency for
review and approval. The Company will close the groundwater system upon approval
of the closure application by the state agency.
The facility in Venlo, The Netherlands was acquired in 1995 from Philips
Electronics N.V. Soil and goundwater contamination were identified on the site
as a result of material handling and past storage practices. Various soil and
groundwater assessments are being performed, and some form of remediation may be
necessary. The Company has recorded a liability for the estimated costs.
The Company has been identified as a potentially responsible party ("PRP") with
respect to three sites designated for cleanup under CERCLA or similar state
laws, which impose liability for cleanup of certain waste sites and for related
natural resource damages without regard to fault or the legality of waste
generation or disposal. Persons liable for such costs and damages generally
include the site owner or operator and persons that disposed or arranged for the
disposal of hazardous substances found at those sites. Although CERCLA imposes
joint and several liability on all PRPs, in application, the PRPs typically
allocate the investigation and cleanup costs based upon the volume of waste
contributed by each PRP. Settlements can often be achieved through negotiations
with the appropriate environmental agency or the other PRPs. PRPs that
contributed less than 1% of the waste are often given the opportunity to settle
as "de minimis" parties, resolving their liability for a particular site. The
number of sites with respect to which the Company has been identified as a PRP
has decreased in part as a result of "de minimis" settlements.
Belden does not own or operate any of the three waste sites with respect to
which it has been identified as a PRP. In each case, Belden is identified as a
party that disposed of waste at the site. With respect to two of the sites,
Belden's share of the waste volume is estimated to be less than 1%. At the third
site, Belden contributed less than 10% of the waste. Although no estimates of
cleanup costs have yet
10
been completed for these sites, the Company believes, based on its preliminary
review and other factors, including its estimated share of the waste volume at
the sites, that the costs to the Company relating to these sites will not have a
material adverse effect on its results of operations or financial condition. The
Company has an accrued liability on its balance sheet to the extent such costs
are known and estimable for such sites.
The Company does not currently anticipate any material adverse effect on its
results of operations, financial condition or competitive position as a result
of compliance with federal, state, local or foreign environmental laws or
regulations, or cleanup costs at the facilities and sites discussed above.
However, some risk of environmental liability and other costs is inherent in the
nature of the Company's business, and there can be no assurance that material
environmental costs will not arise. Moreover, it is possible that future
developments, such as increasingly strict requirements of environmental laws and
enforcement policies thereunder, could lead to material costs of environmental
compliance and cleanup by the Company.
EMPLOYEES
As of December 31, 2002, the Company had approximately 4,700 employees.
Approximately 1,700 employees are covered by collective bargaining agreements at
various locations around the world. The Company's union contract with employees
at its Phoenix, Arizona facility, covering approximately 550 employees, will
expire in 2003. In early 2003, the Company announced its intent to close its
manufacturing operations at its facilities in Kingston, Canada; Villingen,
Germany; and Melbourne, Australia. Approximately 430 employees will be affected.
The Company accrued severance at December 31, 2002 related to these closures;
however, final severance amounts will be subject to negotiations under
collective bargaining or individual employment agreements. The Company believes
that its relationship with its employees is good.
IMPORTANCE OF NEW PRODUCTS AND PRODUCT IMPROVEMENTS;
IMPACT OF TECHNOLOGICAL CHANGE; IMPACT OF ACQUISITIONS
Many of the markets that Belden serves are characterized by advances in
information processing and communications capabilities, including advances
driven by the expansion of digital technology, which require increased
transmission speeds and greater bandwidth. These trends require ongoing
improvements in the capabilities of wire and cable products, and present
recurring opportunities for Belden and others to introduce more sophisticated
products. The Company believes that its future success will depend in part upon
its ability to enhance existing products and to develop and manufacture new
products that meet or anticipate such changes. The failure to introduce
successfully new or enhanced products on a timely and cost-competitive basis
could have an adverse impact on the Company's operations and financial
condition.
The Company holds certain patents that it believes provide a competitive
advantage. The Company's patented technologies include a performance level
achieved by using bonded pairs, in which the individual conductors of a pair are
affixed along their longitudinal axis. This results in consistent
conductor-to-conductor spacing for consistent electrical performance and better
installed performance. The Company also has patented the e-Spline, which
complements bonded-pair technology. The e-
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Spline maintains consistent spacing among the various pairs of wire within a
cable, reducing near-end crosstalk. These patented technologies enable the
Company's products to provide overall performance in excess of industry
standards.
Because of patents owned by others and high capital requirements, the Company
does not currently manufacture its own optical fibers, but purchases its
requirements from others for further manufacturing. The Company has been a fiber
optic cable supplier in niche, specialty markets since 1976; in early 2003, the
Company announced a planned reduction in its fiber optic manufacturing
capabilities, due to market conditions. Fiber optic technology presents a
potential substitute for certain of the copper-based products that comprise the
vast majority of Belden's sales. Fiber optic cables have significantly
penetrated the trunk portion of communications markets, and both fiber optic and
copper cables are used in the distribution portion of communications networks.
The service wire portion of these networks, which connects the user to the
network, remains almost exclusively copper-based and the Company expects that it
will continue to be copper for the foreseeable future. Other markets served by
the Company have not been significantly penetrated by optical fiber due to the
high relative cost required to interface electronic and light signals and the
high cost of fiber termination and connection. Further, advances in data
transmission equipment and copper cable technologies have increased the relative
performance of copper solutions. For example, enhanced copper standards such as
those based on gigabit ethernet further improve the data transmission
capabilities of new and existing copper-based solutions. However, a significant
and rapid decrease in the cost of fiber optic systems relative to the cost of
copper-based systems, without a significant increase in copper capabilities,
could make such systems superior on a price/performance basis to copper systems
and could adversely affect the Company.
To date, the development of wireless devices has required the development of new
wired platforms and infrastructure. In the future, wireless communications
technology may represent a threat to both copper and fiber optic-based systems.
Belden believes that the reduced signal security and susceptibility to jamming
and the relatively slow transmission speeds of current systems restrict the use
of wireless systems in many data communications markets. However, there are no
assurances that future advances in wireless technology may not have an adverse
effect on the Company's business.
The Company does not presently anticipate that the commercialization of video
delivery technology--direct broadcast technology ("DBS")--will have a material
adverse effect on its CATV drop cable business. With DBS, a small satellite dish
antenna is placed on the roof of a subscriber's facility. DBS does not require
wiring from a central location to each subscriber, as does a CATV system. The
Company sells cables that meet the requirements of a DBS system, specifically
the cable that connects the DBS satellite dish antenna with a subscriber's home
or business television set.
Continued strategic acquisitions are an announced part of Belden's future
strategy, and as discussed in "Note 6: Acquisitions" of Belden's consolidated
financial statements in Item 8 of this Annual Report on Form 10-K, the Company
completed two acquisitions in the three-year period ended December 31, 2002.
However, there can be no assurance that future acquisitions will occur or that
those that do occur will be successful. In particular, the addition of several
large wire and cable companies to the public marketplace in recent years through
initial public offerings has increased competition for acquisition candidates.
12
AVAILABLE INFORMATION
Belden maintains an Internet website at www.belden.com where Belden's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K
and all amendments to those reports are available without charge, as soon as
reasonably practicable following the time they are filed with or furnished to
the SEC.
EXECUTIVE OFFICERS
The following sets forth certain information with respect to Belden's executive
officers. All executive officers are elected to terms which expire at the
organizational meeting of the Board of Directors following the Annual Meeting of
Shareholders.
=====================================================================================================
NAME AGE POSITION
- -----------------------------------------------------------------------------------------------------
C. Baker Cunningham 61 Chairman of the Board, President, Chief Executive
Officer and Director
- -----------------------------------------------------------------------------------------------------
Kevin L. Bloomfield 51 Vice President, Secretary and General Counsel
- -----------------------------------------------------------------------------------------------------
Stephen H. Johnson 53 Treasurer
- -----------------------------------------------------------------------------------------------------
Robert W. Matz 56 Vice President, Operations and
President, Belden Communications
- -----------------------------------------------------------------------------------------------------
Richard K. Reece 47 Vice President, Finance and Chief Financial Officer
- -----------------------------------------------------------------------------------------------------
D. Larrie Rose 55 Vice President, Operations and President, Belden
Holdings, Inc.
- -----------------------------------------------------------------------------------------------------
Cathy O. Staples 52 Vice President, Human Resources
- -----------------------------------------------------------------------------------------------------
Peter J. Wickman 54 Vice President, Operations and President, Belden
Electronics
=====================================================================================================
C. Baker Cunningham has been Chairman of the Board, President, Chief Executive
Officer and Director of the Company since 1993. From February 1982 until July
1993, he was an Executive Vice President, Operations of Cooper, a manufacturer
of electrical equipment and tools and hardware. Mr. Cunningham has a B.S. degree
in civil engineering from Washington University, an M.S. degree in civil
engineering from Georgia Tech and an M.B.A. from the Harvard Business School.
Kevin L. Bloomfield has been Vice President, Secretary and General Counsel of
the Company since August 1, 1993. He was Senior Counsel for Cooper from February
1987 to July 1993, and had been in Cooper's Law Department from 1981 to 1993. He
has a B.A. degree in economics and a J.D. degree from the University of
Cincinnati and an M.B.A. from Ohio State University.
Stephen H. Johnson has been Treasurer of the Company since July 2000. He was
Vice President, Finance of Belden Electronics from September 1998 through June
2000 and Director, Tax and Assistant Treasurer of the Company from October 1993
through August 1998. He was associated with the public accounting firm of Ernst
& Young LLP from 1980 through September 1993 and was
13
a partner with that firm since 1989. Mr. Johnson has a B.A. in History from
Austin College and a Ph.D. in Philosophy from the University of Texas at Austin.
He is a Certified Public Accountant.
Robert W. Matz has been Vice President, Operations, and President, Belden
Communications since May 2002. Before joining Belden, Mr. Matz served as Vice
President of Ignition Products for Federal Mogul, a supplier of automotive
products. Previously, he was Vice President and General Manager of Champion
Ignition Products, a division of Cooper, and held other engineering and general
management positions at Champion. Mr. Matz holds the degrees of Bachelor of
Ceramic Engineering and Master of Science in Cermamic Engineering from The Ohio
State University and an M.B.A. from Wayne State University.
Richard K. Reece has been Vice President, Finance and Chief Financial Officer of
the Company since April 2002. He was Vice President, Operations of the Company
and President, Belden Communications from June 1999 until April 2002, and was
Vice President, Finance, Treasurer and Chief Financial Officer of the Company
from August 1, 1993 until June 1999. He was associated with the public
accounting firm of Ernst & Young LLP from 1978 until June 1993 and was a partner
with that firm since 1989. He has a B.S. degree in accounting from Auburn
University and is a Certified Public Accountant.
D. Larrie Rose has been Vice President, Operations and President, Belden
Holdings, Inc., since April 2002. He served as Vice President, Sales & Marketing
for Belden Electronics from 1998 until 2002. From 1981 until 1998, Mr. Rose held
various European management positions including Vice President, International
Operations from 1995 until 1998. He has been with Belden since 1972. Mr. Rose
has a B.S. degree from Ball State University.
Cathy Odom Staples has been Vice President, Human Resources of the Company since
May 1997. She was Vice President, Human Resources for the Electronic Products
Division of the Company from May 1992 to May 1997. Ms. Staples has a B.S.B.A.
degree in human resources from Drake University.
Peter J. Wickman has been Vice President, Operations of the Company since 1993,
and President, Belden Electronics since June 1999. He was Vice President,
Finance and Planning for the Belden Division of Cooper from 1989 to July 1993.
He was Controller of Cooper's Bussmann Division from 1983 to 1989. Mr. Wickman
has a B.S. degree in accounting from Walton School of Commerce and is a
Certified Public Accountant.
ITEM 2. PROPERTIES
Belden has an executive office and various manufacturing plants, distribution
centers and sales offices. The significant facilities are as follows:
1. Used by Belden generally:
- ----------------------------------------------------------------------------------------------
OWNED
LOCATION FACILITY TYPE SQUARE OR
FEET LEASED
- ----------------------------------------------------------------------------------------------
St. Louis, Missouri Executive Office 13,261 Leased
- ----------------------------------------------------------------------------------------------
14
2. Used by the Electronics business segment:
- --------------------------------------------------------------------------------------------------
OWNED
LOCATION FACILITY TYPE SQUARE OR
FEET LEASED
- --------------------------------------------------------------------------------------------------
Richmond, Indiana Sales and Administrative Office 53,575 Owned
- --------------------------------------------------------------------------------------------------
Richmond, Indiana Engineering Center 70,000 Owned
- --------------------------------------------------------------------------------------------------
Richmond, Indiana Manufacturing - electronics wire & 693,372 Owned
cable
- --------------------------------------------------------------------------------------------------
Richmond, Indiana Distribution Center 145,000 Owned
- --------------------------------------------------------------------------------------------------
Monticello, Kentucky Manufacturing - electronics wire & 222,800 Owned
cable
- --------------------------------------------------------------------------------------------------
Tompkinsville, Kentucky Manufacturing - CATV and flat cable 228,800 Owned
- --------------------------------------------------------------------------------------------------
Leominster, Massachusetts Manufacturing - electronics wire & 61,200 Leased
cable
- --------------------------------------------------------------------------------------------------
Elizabeth, New Jersey Sales and Administrative Office 7,064 Owned
- --------------------------------------------------------------------------------------------------
Elizabeth, New Jersey Distribution Center 197,250 Owned
- --------------------------------------------------------------------------------------------------
Essex Junction, Vermont Manufacturing - high temperature 77,400 Owned
electronics wire & cable
- --------------------------------------------------------------------------------------------------
Cobourg, Ontario, Canada Manufacturing - electrical and 215,000 Owned
electronics wire & cable; Sales and
Administrative Office and Distribution
Center
- --------------------------------------------------------------------------------------------------
Tottenham, Victoria, Manufacturing - electrical and
Australia(1) electronics wire & cable; Sales and 140,000 Leased
Administrative Office and Distribution
Center
- --------------------------------------------------------------------------------------------------
Villingen-Schwenningen, Manufacturing - electrical and 125,000 Owned
Germany(2) electronics wire & cable; Sales and
Administrative Office and Distribution
Center
- --------------------------------------------------------------------------------------------------
Budapest, Hungary Manufacturing - electrical and 79,000 Owned
electronics wire & cable; Sales and
Administrative Office
- --------------------------------------------------------------------------------------------------
Venlo, The Netherlands Manufacturing - electrical and 585,000 Owned
electronics wire & cable and fiber
optics cable; Distribution Center; and
Sales and Administrative Office
- --------------------------------------------------------------------------------------------------
- ------------------
(1) In the process of being closed, which process should be completed by
September 2003.
(2) In the process of being closed, which process should be completed by
December 2003.
15
3. Used by the Communications business segment:
- --------------------------------------------------------------------------------------------------
OWNED
LOCATION FACILITY TYPE SQUARE OR
FEET LEASED
- --------------------------------------------------------------------------------------------------
Phoenix, Arizona Manufacturing - Communications 1,300,000 Owned
and networking wire & cable; Sales
and Administrative Office and
Distribution Center
- --------------------------------------------------------------------------------------------------
Manchester, United Kingdom Manufacturing - Communications wire & 282,000 Owned
cable; Sales and Administrative Office
and Distribution Center
- --------------------------------------------------------------------------------------------------
Fort Mill, South Carolina Manufacturing - Communications wire & 240,000 Owned
cable
- --------------------------------------------------------------------------------------------------
Kingston, Ontario, Manufacturing - Communications wire & 500,000 Leased
Canada(3) cable
- --------------------------------------------------------------------------------------------------
The Company believes its physical facilities are suitable for their present and
intended purposes and adequate for the Company's current level of operations.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings and administrative actions
which are incidental to the operations of the Company. In the opinion of the
Company's management, such proceedings and actions should not, individually or
in the aggregate, have a material adverse effect on the Company's results of
operations or financial condition.
See "Item 1. Business -- Environmental Matters" regarding certain proceedings
arising under environmental laws.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no matters
were submitted to a vote of security holders of the Company.
- ------------------
(3) In the process of being closed, which process should be completed by
September 2003.
16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
At March 3, 2003, there were 810 record holders of Common Stock of Belden Inc.
Belden's common stock is traded on the New York Stock Exchange (NYSE), under the
symbol "BWC." The Company anticipates that comparable cash dividends will
continue to be paid in the foreseeable future.
COMMON STOCK PRICES AND DIVIDENDS
-----------------------------------------------------
2002 (BY QUARTER)
-----------------------------------------------------
1 2 3 4
- -----------------------------------------------------------------------------------------------------------
DIVIDENDS PER COMMON SHARE $ .05 $ .05 $ .05 $ .05
- -----------------------------------------------------------------------------------------------------------
COMMON STOCK PRICES:
- -----------------------------------------------------------------------------------------------------------
HIGH 25.75 24.94 21.14 17.44
- -----------------------------------------------------------------------------------------------------------
LOW 19.54 19.69 12.85 10.86
- -----------------------------------------------------------------------------------------------------------
-----------------------------------------------------
2002 (BY QUARTER)
-----------------------------------------------------
1 2 3 4
- -----------------------------------------------------------------------------------------------------------
DIVIDENDS PER COMMON SHARE $ .05 $ .05 $ .05 $ .05
- -----------------------------------------------------------------------------------------------------------
COMMON STOCK PRICES:
- -----------------------------------------------------------------------------------------------------------
HIGH 28.69 26.90 27.00 24.70
- -----------------------------------------------------------------------------------------------------------
LOW 19.30 17.00 15.95 17.10
- -----------------------------------------------------------------------------------------------------------
ITEM 6. SELECTED FINANCIAL DATA
Years Ended December 31, 2002 2001 2000 1999 1998
- --------------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
Income statement data
Revenues $ 813,348 $ 968,369 $ 1,169,255 $ 818,614 $ 664,148
Operating earnings/(loss) (6,048) 60,256 103,985 79,890 65,802
Income/(loss) from continuing
operations before cumulative
effect of change in accounting
principle (15,893) 31,209 52,843 40,991 35,927
Diluted earnings/(loss) per share
from continuing operations before
cumulative effect of change in
accounting principle (.64) 1.26 2.14 1.68 1.40
- --------------------------------------------------------------------------------------------------------------
Diluted earnings/(loss) per share (.64) 1.25 2.14 1.47 1.35
- --------------------------------------------------------------------------------------------------------------
17
December 31, 2002 2001 2000 1999 1998
- --------------------------------------------------------------------------------------------------------------
(in thousands, except number of
employees and per share amounts)
Balance sheet data
Total assets $ 743,539 $ 722,690 $ 795,768 $ 712,464 $ 500,472
Long-term debt 203,242 234,703 272,630 283,817 162,850
Other long-term obligations 108,134 96,926 88,246 61,334 44,155
Stockholders' equity 307,195 314,245 287,669 247,527 219,667
- --------------------------------------------------------------------------------------------------------------
Other data
Average number of employees 4,700 5,500 5,800 4,500 3,400
- --------------------------------------------------------------------------------------------------------------
Dividends per common share $ .20 $ .20 $ .20 $ .20 $ .20
- --------------------------------------------------------------------------------------------------------------
Events affecting the comparability of financial information for 2000 through
2002 are discussed in Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.
On May 7, 1999, the Company sold its Cord Products Division to Volex, Inc. for
$27.4 million.
On June 28, 1999, the Company acquired all of the outstanding shares of Cable
Systems Holding Company and its subsidiary Cable Systems International Inc.,
Phoenix, Arizona for $183.5 million.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis, as well as the accompanying Consolidated
Financial Statements and related footnotes, will aid in the understanding of the
Company's operating results as well as its financial position, cash flows,
indebtedness and other key financial information. Certain reclassifications have
been made to prior year amounts to make them comparable to current year
presentation. 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 2002 consolidated operating
results with 2001 and 2000.
Years Ended December 31, 2002 2001 2000
- ------------------------------------------------------------------------------------------------------------
(in thousands)
Revenues $ 813,348 $ 968,369 $ 1,169,255
Gross profit 123,012 168,906 231,587
Operating earnings/(loss) (6,048) 60,256 103,985
18
Years Ended December 31, 2002 2001 2000
- ------------------------------------------------------------------------------------------------------------
(in thousands)
Interest expense 13,730 18,585 20,107
Income/(loss) before taxes and cumulative effect of
change in accounting principle (CECAP) (19,778) 42,871 83,878
Income/(loss) before CECAP (15,893) 31,209 52,843
Net income/(loss) (15,893) 30,958 52,843
- ------------------------------------------------------------------------------------------------------------
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 industrial, networking, entertainment/OEM and communications
applications. These products are sold primarily through distributors. The
Communications segment designs, manufactures and markets metallic cable products
primarily with communications and networking applications. These products are
sold chiefly to Local Exchange Carriers (LECs) either directly or through
value-added resellers (VARs) designated by the LECs.
The following table sets forth information comparing 2002 Electronics segment
operating results with 2001 and 2000.
Years Ended December 31, 2002 2001 2000
- ------------------------------------------------------------------------------------------------------------
(in thousands)
External customer revenues $ 567,126 $ 635,630 $ 808,337
Operating earnings 11,315 61,925 97,410
As a percent of external customer revenues 2.0% 9.7% 12.1%
- ------------------------------------------------------------------------------------------------------------
The following table sets forth information comparing 2002 Communications segment
operating results with 2001 and 2000.
Years Ended December 31, 2002 2001 2000
- ------------------------------------------------------------------------------------------------------------
(In thousands)
External customer revenues $ 246,222 $ 332,739 $ 360,918
Operating earnings/(loss) (6,857) 6,283 16,683
As a percent of external customer revenues (2.8)% 1.9% 4.6%
- ------------------------------------------------------------------------------------------------------------
19
ACQUISITIONS
During 2000 through 2002, Belden acquired the entities described below. Each of
these acquisitions was accounted for under the purchase method of accounting.
Operating results of each acquisition are included in the Company's consolidated
operating results since its respective acquisition date and may affect
comparability of the operating results between years.
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 $11.3 million.
The purchase price is subject to adjustments for asset values as of the closing
date, with additional contingency payments for up to three years which could
total as much as $6.7 million depending mainly of the Company's achievement of
future business levels. No goodwill was recorded with respect to this
transaction. On January 9, 2003, the Company announced its decision to close the
Kingston facility and relocate production to other Company facilities. The
Company recorded $13.0 million as preliminary accrued severance and other plant
closing costs incident to the purchase in 2002. The Company anticipates making
all payments against these accruals within one year of the acquisition date.
NORCOM manufactures and markets metallic cable products primarily for the
Canadian and United States communications markets. Operating results for NORCOM
have been included in the operating results for the Communications segment since
the acquisition date.
On April 3, 2000, the Company purchased certain assets and assumed certain
liabilities of the metallic communications cable operations of Corning
Communications Limited in Manchester, United Kingdom (Manchester) for cash of
$15.5 million. The Company recorded goodwill of $2.6 million related to the
acquisition. Manchester manufactures and markets metallic cable products
primarily for the British communications market and is the sole supplier of
metallic communications cables to British Telecom. Operating results for
Manchester have been included in the operating results for the Communications
segment since the acquisition date.
OPERATING RESULTS -- 2002 COMPARED WITH 2001
Revenues
Revenues decreased 16.0% to $813.3 million in the year ended December 31, 2002
from $968.4 million in the year ended December 31, 2001 as reduced sales volume
and decreased selling prices were only partially offset by favorable currency
translation on international revenues and the inclusion of revenues generated by
NORCOM, acquired in the fourth quarter of 2002.
Decreased unit sales contributed 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,
capital spending reductions by the major communications companies and the lack
of purchases during the current year by a major private-label customer that
contributed $13 million in revenues during 2001.
Decreased product pricing contributed 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.
20
The increase of the euro, British pound and Australian dollar from average
exchange values of $0.90, $1.44 and $0.52, respectively, in 2001 to $0.95, $1.50
and $0.54, respectively, partially offset the negative impact of volume and
pricing on revenue comparisons by 1 percentage point.
The inclusion of revenues generated by NORCOM, acquired in the fourth quarter of
2002, also partially offset the negative impact that volume and pricing had on
revenue comparisons by 1 percentage point.
Revenues in the United States, representing 63% of the Company's total revenues
for the year ended December 31, 2002, decreased by 20% compared to revenues for
the year ended December 31, 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
2002 declined by 11% compared to revenues generated during 2001. Revenues
generated in the United States from the sale of Communications segment products
during 2002 were down 34% compared to revenues generated during 2001.
Revenues in Europe represented 21% of the Company's total revenues for the year
ended December 31, 2002. European revenues decreased by 15% from revenues
generated during 2001. Local currency revenues generated in Europe from the sale
of Electronics segment products during 2002 declined by 24% compared to local
currency revenues generated during 2001. Local currency revenues generated in
Europe from the sale of Communications segment products during 2002 were down
10% compared to local currency revenues generated during 2001. Favorable
currency translation offset the revenue decline by approximately 4 percentage
points.
Revenues from the rest of the world, representing 16% of the Company's total
revenues for 2002, increased by 6% from revenues generated in 2001. Absent the
inclusion of revenues generated by NORCOM, acquired in 2002, revenues from the
rest of the world for 2002 would have increased by 1% compared to revenues
generated in 2001. This improvement represented increased demand in Canada and
the Africa/Middle East markets that was partially offset by reduced demand in
Latin America and the Asia/Pacific markets.
Costs, Expenses and Earnings
The following table sets forth information comparing the 2002 components of
earnings with 2001.
Percentage Decrease
2002 Compared
Years Ended December 31, 2002 2001 with 2001
- ---------------------------------------------------------------------------------------------------------
(in thousands, except % data)
Gross profit $ 123,012 $ 168,906 (27.2)%
As a percent of revenues 15.1% 17.4%
Operating earnings/(loss) $ (6,048) $ 60,256 (110.0)%
As a percent of revenues (0.7)% 6.2%
Income/(loss) before taxes and CECAP $ (19,778) $ 42,871 (146.1)%
As a percent of revenues (2.4)% 4.4%
Net income/(loss) $ (15,893) $ 30,958 (151.3)%
As a percent of revenues (2.0)% 3.2%
- ---------------------------------------------------------------------------------------------------------
21
Gross profit decreased 27.2% to $123.0 million in the year ended December 31,
2002 from $168.9 million in the year ended December 31, 2001 due primarily to
lower sales volume, the impact of sales price reductions taken on certain
products, severance costs of $2.1 million recognized in the first quarter of
2002 related to personnel reductions taken in response to the downturn in sales
activity, severance costs of $5.9 million recognized in the fourth quarter of
2002 related to product line curtailment and planned manufacturing facility
consolidation and inventory obsolescence costs of $3.6 million recognized in the
fourth quarter of 2002 related to product line curtailment. This decrease was
partially offset by the impact of material, labor and overhead cost reductions
as well as a $1.8 million settlement awarded to the Company in 2002 from class
action litigation regarding the pricing of copper futures. Gross profit as a
percent of revenues declined by 2.3 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/(loss) decreased 110.0% to $6.0 million of operating loss in
the year ended December 31, 2002 from $60.3 million of operating earnings in the
year ended December 31, 2001 due primarily to the decrease in gross profit and a
decrease in other operating earnings/(expenses) from $8.3 million of other
operating earnings in 2001 to $21.6 million of other operating expenses in 2002.
The decrease in other operating earnings/(expenses) was due primarily to asset
impairment costs of $32.7 million recognized in the fourth quarter of 2002
related to product line curtailment and planned manufacturing facility
consolidation that was only partially offset by a $2.8 million increase from
2001 to 2002 in other operating earnings recognized for "take-or-pay" and "sales
incentive" compensation due under minimum requirements contracts with a major
private-label customer. Partially offsetting the decrease in gross profit and
other operating earnings/(loss) was a reduction in selling, general and
administrative expenses of 6.4% to $107.4 million in 2002 from $114.8 million in
2001 and the cessation of goodwill amortization, which totaled $2.1 million in
2001, in accordance with Statement of Financial Accounting Standards (SFAS) No.
142, Goodwill and Other Intangible Assets. The favorable performance in selling,
general and administrative expenses was primarily the result of a $6.8 million
decrease from 2001 to 2002 in bad debt expense and was also positively affected
by personnel 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
personnel reductions taken in response to the downturn in sales activity,
management reassignment costs of $0.5 million recognized in the first quarter of
2002, severance costs of $2.4 million recognized in the fourth quarter of 2002
related to product line curtailment and planned manufacturing facility
consolidation, and additional selling, general and administrative expenses
related to the NORCOM acquisition. Operating earnings/(loss) as a percent of
revenues declined by 6.9 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.
Income/(loss) before taxes and CECAP decreased 146.1% to $19.8 million of loss
before taxes and CECAP in the year ended December 31, 2002 from $42.9 million of
income before taxes and CECAP in the year ended December 31, 2001 due mainly to
the decrease in operating earnings/(loss) and $1.2 million of nonoperating
earnings recognized in 2001 related to the Company's sale of its ownership
interest in a medical wire joint venture. The decrease in operating
earnings/(loss) and the nonrecurring nonoperating earnings were partially offset
by decreased interest expense. Interest expense decreased 26.1% to $13.7 million
in 2002 from $18.6 million in 2001 due to lower borrowings at marginally lower
interest rates. Average debt outstanding during 2002 and 2001 was $215.3 million
and $261.9 million, respectively. The Company's average interest rate was 6.6%
in 2002 compared to 7.3% in 2001.
22
The net tax benefit of $3.9 million in the year ended December 31, 2002 resulted
from a net loss before taxes and CECAP of $19.8 million. The Company had a
potential net tax benefit of $10.7 million. However, due to the uncertainty of
realizing the benefit of certain asset impairment, severance and inventory
obsolescence charges in locations other than the United States, the Company
recorded a valuation allowance of $6.8 million against income taxes receivable
and deferred income tax assets. As a result, the Company's effective tax benefit
rate was reduced to 19.6%.
Net income/(loss) decreased 151.3% to $15.9 million of net loss in the year
ended December 31, 2002 from $31.0 million of net income in the year ended
December 31, 2001 due mainly to lower income/(loss) before taxes and CECAP that
was partially mitigated by the decrease in tax expense/(benefit) from 2001 to
2002 and the cumulative effect of the Company's adoption of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activity, in 2001.
Electronics Segment
External customer revenues decreased 10.8% to $567.1 million for the year ended
December 31, 2002 from $635.6 million for the year ended December 31, 2001. This
decrease can be attributed mainly to weaker demand for all of the segment's
product offerings due to the downturns in both the United States and European
economies. Also contributing to the decrease was the impact of price reductions
taken on certain products with communications, networking, industrial and
entertainment/OEM applications. This decrease was partially offset by the
positive effect of currency translation on international revenues.
Operating earnings decreased 81.7% to $11.3 million for the year ended December
31, 2002 from $61.9 million for the year ended December 31, 2001 due primarily
to lower revenues, severance costs of $3.3 million recognized in the first
quarter of 2002 related to personnel reductions taken in response to the
downturn in sales activity, $0.9 million in bad debt expense related to two
financially troubled distribution customers recognized in the third quarter of
2002, asset impairment costs of $17.5 million and severance costs of $8.3
million recognized in the fourth quarter of 2002 related to product line
curtailment and planned manufacturing facility consolidation and inventory
obsolescence costs of $3.6 million recognized in the fourth quarter of 2002
related to product line curtailment. This decrease was partially offset by a
$0.5 million settlement awarded to the Company in 2002 from class action
litigation regarding the pricing of copper futures as well as the impact of
material, labor and overhead cost reductions, personnel reductions and tighter
control of selling, general and administrative spending throughout the segment.
Communications Segment
The Communications segment recorded external customer revenues of $246.2 million
for the year ended December 31, 2002, a 26% decrease from revenues of $332.7
million for the year ended December 31, 2001, due principally to capital
spending reductions by the major communications companies, the impact of lower
pass-through copper prices on certain products with communications applications
and the lack of sales during the current year to a major private-label customer
that contributed $13 million in revenues during 2001. These decreases were
partially offset by both the positive effect of currency translation on
international revenues and incremental revenues of $5.7 million contributed by
NORCOM, acquired in the fourth quarter of 2002.
Operating earnings/(loss) decreased to $6.9 million of operating loss for the
year ended December 31, 2002 from $6.3 million of operating earnings for the
year ended December 31, 2001 due primarily to lower revenues, selling, general
and administrative expenses for NORCOM that exceeded the
23
operation's gross profit, and asset impairment cost totaling $15.2 million
recognized in the fourth quarter of 2002 related to updated manufacturing
technology and planned manufacturing facility consolidation. This decrease was
partially offset by a $1.3 million settlement awarded to the Company in 2002
from class action litigation regarding the pricing of copper futures, an $8.0
million decrease in bad debt expense from 2001 to 2002 and a $2.8 million
increase from 2001 to 2002 in other operating earnings recognized related to
compensation due under minimum requirements contracts with a major private-label
customer as well as the impact of material, labor and overhead cost reductions,
personnel reductions and tighter control of selling, general and administrative
spending throughout the segment.
OPERATING RESULTS -- 2001 COMPARED WITH 2000
Revenues
Revenues decreased 17.2% to $968.4 million in the year ended December 31, 2001
from $1,169.3 million in the year ended December 31, 2000 as reduced sales
volume and unfavorable currency translation on international revenues were only
partially offset by increased pricing and the inclusion for the full year of
revenues generated by Manchester, acquired during 2000.
Decreased unit volume contributed 18.0 percentage points of revenue decline.
Excluding the impact of the Manchester acquisition, the Company experienced
sales volume decreases in all of its product offerings due primarily to the
downturn in both the United States and European economies and the reduced level
of purchases during the year by a major private-label customer obligated under a
minimum requirements contract to purchase approximately $60.0 million of product
during the year.
Unfavorable foreign currency translation on international revenues accounted for
1.0 percentage points of revenue decline. The euro, British pound, Australian
dollar and Canadian dollar decreased from average exchange values of $0.92,
$1.52, $0.58 and $0.67, respectively, in 2000 to $0.90, $1.44, $0.52 and $0.65,
respectively, in 2001.
A modest net increase in product pricing offset the negative impact that reduced
unit sales volume and currency translation had on revenue comparisons by 0.2
percentage points. This increase in product pricing represented the impact of
sales price increases implemented on certain products with communications,
industrial and entertainment/OEM applications. These increases were partially
offset by sales price reductions implemented on certain products with networking
applications.
The inclusion for the full year of revenues generated by Manchester, acquired in
2000, also partially offset the negative impact that sales volume and currency
translation had on revenue comparisons by 1.6 percentage points.
Revenues in the United States, representing 66% of the Company's total revenues
for the year ended December 31, 2001, declined by 20% compared to revenues for
2000. This decline was attributed primarily to a reduced demand for Electronics
segment products. United States revenues generated from the sale of Electronics
segment products during 2001 declined by 26% from revenues generated during
2000. Revenues generated in the United States from the sale of Communications
segment products during the year ended December 31, 2001 decreased 9% compared
to the same period in 2000.
24
Revenues in Europe represented 21% of the Company's total revenues for the year
ended December 31, 2001. European revenues generated during 2001 decreased by
11% compared to revenues generated during 2000. Absent the inclusion for the
full year of revenues generated by Manchester, acquired in 2000, European
revenues for 2001 would have decreased by 19% compared to revenues in 2000.
Unfavorable currency translation accounted for 3 percentage points of the
decline. The remainder of the decline, 16 percentage points, represented lower
local demand for both Electronics segment and Communications segment products.
Revenues from the rest of the world, representing 13% of the Company's total
revenues for the year ended December 31, 2001, declined by 11% from 2000. This
decline reflected lower demand in Canada and Latin America and unfavorable
currency translation that was partially offset by increased revenues in the
Asia/Pacific markets.
Costs, Expenses and Earnings
The following table sets forth information comparing the 2001 components of
earnings with 2000.
Percentage Decrease
2001 Compared
Years Ended December 31, 2001 2000 with 2000
- ---------------------------------------------------------------------------------------------------------
(in thousands, except % data)
Gross profit $ 168,906 $ 231,587 (27.1)%
As a percent of revenues 17.4% 19.8%
Operating earnings $ 60,256 $ 103,985 (42.1)%
As a percent of revenues 6.2% 8.9%
Income before taxes and CECAP $ 42,871 $ 83,878 (48.9)%
As a percent of revenues 4.4% 7.2%
Net income $ 30,958 $ 52,843 (41.4)%
As a percent of revenues 3.2% 4.5%
- ---------------------------------------------------------------------------------------------------------
Gross profit decreased 27.1% to $168.9 million in the year ended December 31,
2001 from $231.6 million in the year ended December 31, 2000 due primarily to
lower sales volumes. This decline was partially offset by both the impact of
sales price increases implemented on certain products with communications,
industrial, and entertainment/OEM applications and the impact of material, labor
and overhead cost reductions. Gross profit as a percent of revenues declined by
2.4 percentage points from the prior year as the Company's currently
lower-margin Communications segment represented a larger share of total
operations in 2001 than it did in 2000 due to the Manchester acquisition in the
second quarter of 2000.
Operating earnings decreased 42.1% to $60.3 million in the year ended December
31, 2001 from $104.0 million in the year ended December 31, 2000 due primarily
to lower gross profit and an $8.4 million bad debt related to a financially
troubled VAR. This was partially offset by the Company's recognition of $8.3
million in other operating earnings for "take-or-pay" compensation due under a
minimum requirements contract from a major private-label customer. Operating
earnings as a
25
percent of revenues declined by 2.7 percentage points from the prior year due to
the impact of the Company's currently lower-margin Communications segment.
Income before taxes and CECAP decreased 48.9% to $42.9 million in the year ended
December 31, 2001 from $83.9 million in the year ended December 31, 2000 due
primarily to lower operating earnings that were only partially offset by the
pre-tax gain of $1.2 million recognized on the Company's sale of its ownership
interest in a medical wire joint venture during the first quarter of 2001 and by
decreased interest expense. Interest expense decreased 7.6% to $18.6 million in
2001 from $20.1 million in 2000 despite marginally higher interest rates due to
lower average borrowings. Average debt outstanding during 2001 and 2000 was
$261.9 million and $302.5 million, respectively. The Company's average interest
rate was 7.3% in 2001 compared to 6.8% in 2000.
The net tax expense of $11.7 million in the year ended December 31, 2001
reflected the favorable resolution of a prior-period tax contingency of $2.3
million and a reduction in the effective annual income tax rate from 37.0% to
32.5%. The lower effective tax rate was due primarily to the relative benefit of
permanent deductions to a smaller pre-tax earnings amount ($42.9 million in 2001
compared to $83.9 million in 2000). In addition, in the first quarter of 2001,
the Company determined under Accounting Principles Board Opinion (APB) No. 23,
Accounting for Income Taxes--Special Areas, that undistributed earnings from its
European and Australian subsidiaries would not be remitted to the United States
in the foreseeable future and, therefore, no additional provision for United
States taxes was made.
Net income decreased 41.4% to $31.0 million in the year ended December 31, 2001
from $52.8 million in the year ended December 31, 2000 due mainly to lower
income before taxes and CECAP and the cumulative effect of the Company's
adoption of SFAS No. 133 in 2001. This decline was partially offset by the lower
effective tax rate.
Electronics Segment
External customer revenues decreased 21.4% to $635.6 million for the year ended
December 31, 2001 from $808.3 million for the year ended December 31, 2000. This
decrease was due primarily to weakening demand for most of the segment's product
offerings due to the downturn in the both the United States and European
economies and the negative effect of currency translation on international
revenues. This decrease was partially offset by the impact of sales price
increases implemented on certain products with communications, industrial and
entertainment/OEM applications and strong demand for the segment's broadband
products in the Asia/Pacific markets.
Operating earnings decreased 36.4% to $61.9 million for the year ended December
31, 2001 from $97.4 million for the year ended December 31, 2000. This decrease
was attributed mainly to reduced revenues that were partially offset by a $2.2
million decrease from 2000 to 2001 in bad debt expense as well as improvement in
production period costs and other selling, general and administrative expenses.
Communications Segment
The Communications segment recorded external customer revenues of $332.7 million
for the year ended December 31, 2001, a 7.8% decrease from external customer
revenues of $360.9 million for the year ended December 31, 2000. This decrease
represented the lack of sales during the year to the private-label customer
under the minimum requirements contract partially offset by the inclusion for
the full year of revenues generated by Manchester, acquired in 2000.
26
Operating earnings decreased 62.3% to $6.3 million for the year ended December
31, 2001 from $16.7 million for the year ended December 31, 2000. These results
reflected the decrease in revenues and an $8.4 million bad debt related to a
financially troubled VAR that were partially offset by the positive impact of
material cost reduction initiatives and the Company's recognition of $8.3
million in other operating earnings for "take-or-pay" compensation due under a
minimum requirements contract from a major private-label customer.
FINANCIAL CONDITION
Liquidity and Capital Resources
The Company's sources of cash liquidity included cash and cash equivalents, cash
from operations and amounts available under credit facilities. The Company
believes that these sources are sufficient to fund the current requirements of
working capital, capital expenditures, dividends, and other financial
commitments.
The following table summarizes the Company's cash flows from operating,
investing and financing activities as reflected in the Consolidated Statements
of Cash Flow.
SUMMARIZED STATEMENTS OF CASH FLOW
- ---------------------------------------------------------------------------------------------------------
Years Ended December 31, 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------
(in thousands)
Net cash provided by/(used in):
Operating activities $ 95,448 $ 72,744 $ 59,798
Investing activities (43,928) (35,425) (47,523)
Financing activities (35,141) (42,015) (8,637)
Effect of exchange rate changes on cash and cash 231 99 (116)
equivalents
- ---------------------------------------------------------------------------------------------------------
Increase/(decrease) in cash and cash equivalents $ 16,610 $ (4,597) $ 3,522
- ---------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES
- ---------------------------------------------------------------------------------------------------------
Years Ended December 31, 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------
(in thousands)
Income/(loss) before CECAP $ (15,893) $ 31,209 $ 52,843
Depreciation and amortization 39,651 40,292 37,535
Asset impairment charges 32,719 - -
Deferred income tax provision (1,930) 9,644 6,719
Gain on business divestiture - (1,200) -
Amortization of unearned deferred compensation 1,140 508 -
Changes in operating assets and liabilities, net 39,761 (7,709) (37,299)
- ---------------------------------------------------------------------------------------------------------
Net cash provided by operating activities $ 95,448 $ 72,744 $ 59,798
- ---------------------------------------------------------------------------------------------------------
Net cash provided by operating activities in 2002 totaled $95.4 million. Changes
in operating assets and liabilities provided $39.8 million, primarily due to
both an increase in accounts payable and accrued liabilities and a decrease in
income taxes receivable that were partially offset by increased receivables and
inventories.
During the fourth quarter of 2002, the Company formulated a plan to exit the
production of certain products such as special wires for deflection coils used
in televisions and CRTs; electrical cords for
27
consumer products; galvanized wire for electronics assemblies; and long-line,
single-mode fiber optic cable for the communications and CATV markets. In
addition, the Company elected to dispose of certain excess and inefficient
equipment used in the manufacturing of certain products with communications
applications. The Company also decided to dispose of certain real estate and
buildings in order to rationalize production capabilities. In accordance with
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
the Company estimated the fair value of the assets based upon anticipated net
proceeds from the sale of the equipment, buildings, and real estate and
recognized an impairment loss of $32.7 million ($26.3 million net of tax benefit
and the tax valuation allowance, or $1.05 per share) based on the difference
between the carrying value of the assets and their fair value. This loss is
included as an other operating expense on the income statement. The Electronics
and Communications segments recognized impairment losses in the amounts of $17.5
million and $15.2 million, respectively.
During 2001, cash flow from operations totaled $72.7 million. Operating assets
and liabilities consumed $7.7 million of funds, principally due to both a
decrease in accounts payable and accrued liabilities and an increase in income
taxes receivable that were partially offset by lower receivables and
inventories.
Net cash provided by operating activities in 2000 totaled $59.8 million.
Operating assets and liabilities consumed $37.3 million of funds, principally
through net increases in accounts receivable and inventory that were partially
offset with an increase in accounts payable and accrued expenses.
NET CASH USED IN INVESTING ACTIVITIES
- ---------------------------------------------------------------------------------------------------------
Years Ended December 31, 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------
(in thousands)
Capital expenditures $ (32,830) $ (37,072) $ (34,130)
Cash used to acquire businesses (11,300) - (15,485)
Proceeds from business divestiture - 1,400 -
Proceeds from disposal of property 202 247 2,092
- ---------------------------------------------------------------------------------------------------------
Net cash used in investing activities $ (43,928) $ (35,425) $ (47,523)
- ---------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
- ---------------------------------------------------------------------------------------------------------
Years Ended December 31, 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------
(in thousands)
Capacity modernization and enhancement $ 24,811 $ 22,424 $ 11,861
Capacity expansion 2,296 8,729 15,054
Other 5,723 5,919 7,215
- ---------------------------------------------------------------------------------------------------------
$ 32,830 $ 37,072 $ 34,130
- ---------------------------------------------------------------------------------------------------------
Capital expenditures during 2002, 2001 and 2000 were approximately 4.0%, 3.8%
and 2.9% of total revenues, respectively. Approximately 76% and 60% of capital
expenditures were utilized for maintaining and enhancing existing production
capabilities in 2002 and 2001, respectively. In 2000, approximately 44% of
capital expenditures were utilized for capacity expansion and 35% of capital
expenditures were utilized for maintaining and enhancing existing production
capabilities.
In 2002, the Company acquired the metallic communications cable operations of
NORCOM in Kingston, Ontario from Cable Design Technologies Corporation for cash
of approximately $11.3 million. In 2000, the Company acquired the metallic
communications cable operations of Corning Communications Limited in Manchester,
United Kingdom for cash of approximately $15.5 million.
28
Proceeds from business divestiture in 2001 resulted from the sale of the
Company's interest in a medical wire joint venture in The Netherlands.
NET CASH USED IN FINANCING ACTIVITIES
- ---------------------------------------------------------------------------------------------------------
Years Ended December 31, 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------
(in thousands)
Net payments under long-term
credit facility and credit agreements $ (31,461) $ (38,635) $ (4,609)
Proceeds from exercise of stock options 1,198 1,515 852
Cash dividends paid (4,878) (4,895) (4,880)
- ---------------------------------------------------------------------------------------------------------
Net cash used in financing activities $ (35,141) $ (42,015) $ (8,637)
- ---------------------------------------------------------------------------------------------------------
The Company repaid approximately $31.5 million, $38.6 million and $4.6 million
of debt during 2002, 2001 and 2000, respectively. These repayments were funded
primarily by cash flow from operations. Dividends of $0.20 per share per annum
were paid to shareholders during 2002, 2001 and 2000.
Borrowings and other contractual obligations have the following scheduled
maturities.
BORROWINGS AND CONTRACTUAL OBLIGATIONS
- -----------------------------------------------------------------------------------------------------------
Payments Due by Period
-----------------------------------------------------------------
Less than 1-2 3-4 After
December 31, 2002 Total 1 year years years 4 years
- -----------------------------------------------------------------------------------------------------------
(in thousands)
Long-term debt(1) $ 200,000 $ - $ 79,000 $ 74,000 $ 47,000
Capital lease obligations - - - - -
Operating leases 10,463 4,227 4,675 1,302 259
Unconditional purchase obligations 7,913 7,913 - - -
Other long-term obligations - - - - -
- -----------------------------------------------------------------------------------------------------------
Total contractual cash obligations $ 218,376 $ 12,140 $ 83,675 $ 75,302 $ 47,259
- -----------------------------------------------------------------------------------------------------------
(1) The Senior Notes, Series 1999-A, serve as the notional principal on certain
outstanding interest rate swap agreements. Therefore, they were recorded in
the financial records in accordance with SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activity, at a fair market value as of
December 31, 2002 of $67.2 million. Accordingly, total long-term debt,
inclusive of the fair value adjustment for the notional principal on the
outstanding interest rates swap agreements, recorded in the financial
records as of the same date was $203.2 million.
Other commercial commitments consist of the Company's credit agreement with a
group of 7 banks executed in June 2001 (as amended from time to time, the Credit
Agreement). The Credit Agreement provides for an aggregate $100.0 million
unsecured, variable-rate and revolving credit facility expiring in June 2004.
29
OTHER COMMERCIAL COMMITMENTS
- -----------------------------------------------------------------------------------------------------------
Amount of Commitment Expiration Per Period
-----------------------------------------------------------------
Less than 1-3 4-5 After
December 31, 2002 Total 1 year years years 5 years
- -----------------------------------------------------------------------------------------------------------
(in thousands)
Lines of credit $ 100,000 $ - $ 100,000 $ - $ -
Standby letters of credit 12,576 12,576 - - -
Guarantees 4,561 4,561 - - -
Standby repurchase obligations - - - - -
Other commercial commitments - - - - -
- -----------------------------------------------------------------------------------------------------------
Total commercial commitments $ 117,137 $ 17,137 $ 100,000 $ - $ -
- -----------------------------------------------------------------------------------------------------------
WORKING CAPITAL
- -------------------------------------------------------------------------------------------------------
December 31, 2002 2001
- -------------------------------------------------------------------------------------------------------
(in thousands, except current ratio)
Current assets
Cash and cash equivalents $ 19,409 $ 2,799
Receivables 109,180 105,865
Inventories 159,817 150,791
Income taxes receivable 2,428 14,527
Deferred income taxes 15,097 7,078
Other current assets 7,818 2,470
- -------------------------------------------------------------------------------------------------------
Total current assets $ 313,749 $ 283,530
Current liabilities
Accounts payable and accrued liabilities $ 124,968 $ 76,816
Income taxes payable - -
- -------------------------------------------------------------------------------------------------------
Total current liabilities $ 124,968 $ 76,816
- -------------------------------------------------------------------------------------------------------
Working capital $ 188,781 $ 206,714
Current ratio(1) 2.51 3.69
- -------------------------------------------------------------------------------------------------------
(1) Total current assets divided by total current liabilities
Current assets increased $26.8 million, or 9%, from $286.9 million at December
31, 2001 to $313.7 million at December 31, 2002. Receivables and inventories
increased $3.3 million and $9.0 million due primarily to the NORCOM acquisition.
Cash and cash equivalents increased $16.6 million and income taxes receivable
decreased $12.1 million primarily as the result of federal income tax refunds
received in the first quarter of 2002. Deferred income taxes increased $8.0
million due mainly to asset impairment charges recorded in the fourth quarter of
2002. Other current assets increased $5.3 million as the result of higher
insurance and catalog publication prepayments and employee relocation costs.
Current liabilities increased $48.2 million, or 63%, from $76.8 million at
December 31, 2001 to $125.0 million at December 31, 2002. The increase was due
to a variety of reasons:
- - Pension liabilities totaling $15.2 million reclassified from long-term to
current in anticipation of funding requirements for 2003,
- - Accrued severance totaling approximately $19.7 million related to curtailed
product lines and planned manufacturing facility consolidation,
- - Contingent acquisition price payable totaling approximately $6.7 million
related to the NORCOM acquisition, and
- - Accounts payable and other accrued liabilities assumed in the NORCOM
acquisition.
30
At December 31, 2002, the Company accrued severance costs associated with
announced manufacturing facility closings in Canada, Germany and Australia. The
total severance accrued at December 31, 2002 was $19.6 million. Included in the
accrual was $11.3 million related to the acquisition of NORCOM that was recorded
incident to the purchase. The Company recorded severance costs in the amount of
$8.3 million related to the closings in Germany and Australia as operating
expense ($5.9 million in cost of sales and $2.4 million in selling, general and
administrative expenses) in 2002. Approximately 430 employees will be eligible
for severance payments, subject to finalization of negotiations under collective
bargaining agreements. The Company anticipates making all severance payments
against these accruals within one year. Certain sales, marketing, customer
service and distribution activities will continue at each location.
LONG-LIVED ASSETS
- -------------------------------------------------------------------------------------------------------
December 31, 2002 2001
- -------------------------------------------------------------------------------------------------------
(in thousands)
Property, plant and equipment $ 337,196 $ 355,852
Goodwill and other intangibles 79,588 74,016
Other long-lived assets 13,006 5,876
- -------------------------------------------------------------------------------------------------------
$ 429,790 $ 435,744
- -------------------------------------------------------------------------------------------------------
Long-lived assets decreased $5.9 million, or 1%, from $435.7 million at December
31, 2001 to $429.8 million at December 31, 2002. Property, plant and equipment
includes the acquisition cost less accumulated depreciation of the Company's
land and land improvements, buildings and leasehold improvements and machinery
and equipment. Property, plant and equipment decreased by $18.7 million due
mainly to current-year depreciation and asset impairment charges recorded in
2002 related to product line curtailment and planned manufacturing facility
consolidation partially offset by equipment acquired in the NORCOM acquisition.
Goodwill and other intangibles consists of goodwill, defined as 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, and the preliminary fair value of a major customer
relationship acquired in the NORCOM acquisition. Goodwill and other intangibles
increased $5.6 million due primarily to the positive effect that currency
exchange rates had on goodwill denominated in currencies other than the United
States dollar and the preliminary fair value of a major customer relationship
acquired in the NORCOM acquisition.
CAPITAL STRUCTURE
- ---------------------------------------------------------------------------------------------------------
December 31, 2002 2001
- ---------------------------------------------------------------------------------------------------------
(in thousands) AMOUNT PERCENT Amount Percent
-----------------------------------------------------------------
Long-term debt $ 203,242 39.8% $ 234,703 42.8%
Stockholders' equity 307,195 60.2 314,245 57.2
- ---------------------------------------------------------------------------------------------------------
$ 510,437 100.0% $ 548,948 100.0%
- ---------------------------------------------------------------------------------------------------------
The Company's capital structure consists primarily of long-term debt and
stockholders' equity. The capital structure decreased $38.5 million due to
reductions in both long-term debt and stockholders' equity.
The Company had privately-placed debt of $200.0 million outstanding at December
31, 2002. Details regarding maturities and interest rates are shown below.
31
Principal Maturity Effective
Note Series Balance Date Interest Rate
- -----------------------------------------------------------------------------------------------------------
Senior Notes, Series 1997-A $ 75,000,000 08/11/2009(1) 6.92%
Senior Notes, Series 1999-A 64,000,000(2) 09/01/2004 7.60%
Senior Notes, Series 1999-B 44,000,000 09/01/2006 7.75%
Senior Notes, Series 1999-C 17,000,000 09/01/2009 8.06%
- -----------------------------------------------------------------------------------------------------------
(1) The Senior Notes, Series 1997-A include an amortizing maturity feature. The
Company is required to repay $15 million in principal per annum beginning
August 11, 2005.
(2) The Senior Notes, Series 1999-A, serve as the notional principal on certain
outstanding interest rate swap agreements. Therefore, they were recorded in
the financial records in accordance with SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activity, at a fair market value as of
December 31, 2002 of $67.2 million. Accordingly, total long-term debt,
inclusive of the fair value adjustment for the notional principal on the
outstanding interest rates swap agreements, recorded in the financial
records as of the same date was $203.2 million.
The agreements for these private placements (Note Agreements) contain
affirmative and negative covenants including maintenance of minimum net worth
and maintenance of a maximum ratio of debt to total capitalization.
The Company entered into the Credit Agreement in June 2001. The Credit
Agreement, as amended in the fourth quarter of 2002, provides for an aggregate
$100.0 million unsecured, variable-rate and revolving credit facility expiring
in June 2004. The Credit Agreement contains affirmative and negative
covenants--certain covenants having been amended in the fourth quarter of
2002--including maintenance of a maximum leverage ratio, maintenance of a
minimum interest coverage ratio and maintenance of minimum consolidated tangible
net worth. At December 31, 2002, the Company had no outstanding borrowings under
the Credit Agreement.
The Company entered into an amendment of the Credit Agreement during the fourth
quarter of 2002 that changed the leverage covenant from a debt-to-total
capitalization test to a debt-to-earnings before interest, taxes, depreciation
and amortization (EBITDA) test, changed the interest coverage covenant from an
earnings before interest and taxes (EBIT)-to-interest test to an
EBITDA-to-interest test and reduced the maximum amount available under the
Credit Agreement from $150.0 million to $100.0 million. At December 31, 2002,
the Company had $39.1 million in borrowing capacity available under the Credit
Agreement.
The Company also had unsecured, uncommitted arrangements with 6 banks under
which it may borrow up to $38.2 million at prevailing interest rates. At
December 31, 2002, the Company had no outstanding borrowings under these
arrangements.
During the year ended December 31, 2002, the Company decreased total outstanding
debt by $31.5 million, or 13%, with cash provided by operations and certain
other investing and financing activities.
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 December
31, 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 $64.0 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 December 31, 2002 was
32
$3.2 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 $1.1 million pretax, or $0.03 per diluted share, were
recorded as a reduction to interest expense for the year ended December 31,
2002. Net interest differentials earned from the interest rate swaps reduced the
Company's average interest rate on long-term debt by 0.47 percentage points for
the year ended December 31, 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 decreased by $7.1 million, or 2%, from 2001 to 2002 due
primarily to the 2002 net loss of $16.0 million, dividends of $4.9 million, a
decrease of $2.9 million in additional paid in capital resulting from the use of
common stock held in treasury for stock compensation plans settlement activity
and retirement savings plan employer contributions and an increase of $0.8
million in unearned deferred compensation due to restricted shares awarded
during the year. These decreases were partially offset by an $8.6 million
reduction of common stock held in treasury as a result of stock compensation
plans settlement activity and employer contributions to the retirement savings
plan. They were also partially offset by an $8.8 million reduction of
accumulated other comprehensive loss resulting from the positive effect of
currency exchange rates on financial statement translation partially offset by
increased minimum pension liability.
OFF-BALANCE SHEET ARRANGEMENTS
The Company was not a party to any of the following types of off-balance sheet
arrangements at December 31, 2002:
- - Guarantee contracts or indemnification agreements that contingently require
the Company to make payments to the guaranteed or indemnified party based
on changes in an underlying asset, liability or equity security of the
guaranteed or indemnified party;
- - Guarantee contracts that contingently require the Company to make payments
to the guaranteed party based on another entity's failure to perform under
an obligating agreement;
- - Indirect guarantees under agreements that contingently require the Company
to transfer funds to the guaranteed party upon the occurrence of specified
events under conditions whereby the funds become legally available to
creditors of the guaranteed party and those creditors may enforce the
guaranteed party's claims against the Company under the agreement;
- - Retained or contingent interests in assets transferred to an unconsolidated
entity or similar arrangements that serve as credit, liquidity or market
risk support to that entity for such assets;
- - Derivative instruments that are indexed to the Company's common or
preferred stock and classified as stockholders' equity under accounting
principles generally accepted in the United States; and
- - Material variable interests held by the Company in unconsolidated entities
that provide financing, liquidity, market risk or credit risk support to
the Company, or engage in leasing, hedging or research and development
services with the Company.
EFFECTS OF INFLATION
During the years presented, inflation had a relatively minor effect on the
Company's results of operations. In recent years, the U.S. rate of inflation has
been relatively low. In addition, because the
33
Company's inventories are valued primarily on the LIFO method, current inventory
costs are matched against current sales so that increases in costs are reflected
in earnings on a current basis.
ENVIRONMENTAL REMEDIATION
The Company has been identified as a potentially responsible party with respect
to three sites designated for remediation under the Comprehensive Environmental
Response, Compensation and Liability Act or similar state laws. The Company does
not own or operate any of these waste sites. Although estimates of cleanup costs
have not yet been completed for these sites, the Company believes that, based on
its review and other factors, including its estimated share of the waste volume
at the sites, the existence of other financially viable, potentially responsible
parties and the anticipated nature and scope of the remediation, the costs to
the Company relating to these sites will not have a material adverse effect on
its results of operations or financial condition. Ground water contamination has
been identified on the site of the Venlo, The Netherlands, manufacturing
facility, which the Company acquired in 1995. The Company has recorded a
liability for the remediation costs, which are currently estimated at
approximately $1.0 million.
EURO CONVERSION
In January 1999, certain member countries of the European Union (EU) established
irrevocable, fixed conversion rates between their existing sovereign currencies
(legacy currencies) and a new common currency (euro). These countries introduced
the euro as their common currency over a period ending January 1, 2002 and the
various legacy currencies became obsolete effective June 30, 2002.
The Company has significant operations in several of the EU countries that
converted to the euro. Therefore, the Company prepared for the introduction of
the euro for several years. The timing of the Company's retirement of the legacy
currencies was scheduled so as to comply with various legal requirements and to
facilitate optimal coordination with the plans of vendors, distributors and
customers. Work related to the introduction of the euro and retirement of the
legacy currencies included conversion of information technology systems;
recalculation of currency risk; recalibration of financial instruments;
evaluation and action, where needed, regarding the continuity of contracts; and
modification of processes for preparing tax, accounting, payroll and customer
records.
IMPACT OF PENDING ACCOUNTING PRONOUNCEMENTS
In June 2002, the Financial Accounting Standards Board (Board) issued SFAS No.
146, Accounting for Costs Associated with Exit or Disposal Activities, effective
for exit or disposal activities initiated after December 31, 2002. SFAS No. 146
nullifies Emerging Issues Task Force Abstract (EITF) No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in Restructuring). Under EITF No.
94-3, liabilities for costs associated with exit or disposal activities could be
recognized at the date of an entity's commitment to an exit plan. The Board
concluded that an entity's commitment to a plan, by itself, does not create a
present obligation to others that meets the definition of a liability.
Therefore, under SFAS No. 146, liabilities for costs associated with exit or
disposal activities cannot be recognized until incurred. SFAS No. 146 also
establishes that fair value is the objective for initial measurement of the
34
liability. The Company will apply the new rules of accounting under SFAS No. 146
beginning in the first quarter of 2003.
In October 2002, the Board issued SFAS No. 148, Accounting for Stock-Based
Compensation--Transition and Disclosure, with disclosure requirements effective
immediately. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based
Compensation, to provide three alternative methods of transition to the fair
value method of accounting for stock-based employee compensation. The statement
requires disclosure in the summary of significant accounting policies of the
effects of an entity's accounting policy with respect to stock-based
compensation on reported net income and earnings per share in annual and interim
financial statements. SFAS No. 148 does not require entities to record their
employee stock-based awards using the fair value method. However, the statement
does require disclosures for all entities with stock-based compensation
regardless of whether they utilize the fair value method of accounting described
in SFAS No. 123. The Company does not plan to utilize the fair value method of
accounting, but has applied the new disclosure rules under SFAS No. 148.
CRITICAL ACCOUNTING POLICIES
Sales Incentive and Product Price Protection Allowances/Revenue Recognition
The Company grants incentive allowances to selected customers as part of its
sales programs. The incentives are determined based on certain targeted sales
volumes. In certain instances, the Company also grants selected product price
protection allowances. Sales revenues are reduced when incentives or allowances
are anticipated or projected. Revenues are reduced by recording a separate
deduction in gross revenues. The Company follows guidance provided by Securities
Exchange Commission Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements, and EITF No. 00-14, Accounting for Certain Sales
Incentives.
Allowance for Doubtful Accounts
The Company evaluates the collectibility of accounts receivable based on
specific identification basis. In circumstances where the Company is aware of a
customer's inability or unwillingness to pay outstanding amounts, the Company
records a specific reserve for bad debts against amounts due to reduce the
receivable to its estimated collectible balance.
The Company recorded bad debt expense of $2.1 million, $8.9 million and $5.9
million in 2002, 2001 and 2000, respectively. Included in the 2001 expense was
$8.4 million for an individual customer (value-added reseller) of the
Communications segment that filed for bankruptcy. Included in the 2000 expense
was $5.1 million for an individual customer (distributor) of the Electronics
segment that filed for bankruptcy.
The allowance for doubtful accounts at December 31, 2002 was $3.5 million. The
Company does not anticipate that any other major customers will be unable to pay
outstanding receivables.
Inventory Reserves
The Company evaluates the realizability of its inventory on a product-by-product
basis in light of anticipated sales demand, technological changes and inventory
condition. In circumstances where inventory levels are in excess of anticipated
market demand, where inventory is deemed technologically obsolete or not
saleable due to condition or where inventory cost exceeds net realizable
35
value, the Company records a charge to cost of goods sold and reduces the
inventory to its net realizable value. At December 31, 2002 and 2001, the
Company had inventory reserves of $21.9 million and $10.4 million, respectively.
OUTLOOK
During 2002, the Company experienced the impact of continued softness in the
world manufacturing economy. Accordingly, reduced sales volumes adversely
affected the Company's operating results. As a result, the Company implemented
cost-saving initiatives that included personnel reductions, working capital
management and curtailed capital spending from planned levels. The Company was
able to generate $95.4 million in cash flow from operations and utilized $31.5
million of these funds to reduce outstanding borrowings.
The Company anticipates that market conditions in 2003 for its Communications
segment will include excess production capacity and continued utilization of
thinly capitalized value-added resellers for product distribution. In addition,
the Communications segment operations in Europe are largely dependent on one
customer in the United Kingdom. Market conditions for the Company's Electronics
segment are expected to remain constrained during 2003 and will also include
excess production capacity. The Company anticipates continued pricing pressure
on products with networking applications. For both segments, the cost-saving
initiatives taken during 2002, coupled with continued cost reduction efforts
such as personnel reductions, product line curtailment and manufacturing
facility consolidation in 2003, reflect the Company's expectation of adjusting
its cost structure to market demand.
The Company will no longer receive "take-or-pay" compensation from the major
private-label customer as the applicable minimum requirements contract
terminated in 2002. The Company will continue to receive "sales incentive"
compensation through 2005 from this same customer under the second minimum
requirements contract should the customer fail to meet purchasing targets.
However, purchase requirements after 2002 are approximately 20% of targets in
the first contract. Under the second contract, the customer is required to pay
up to $3.0 million per annum to the Company through 2005. This amount could be
reduced to the extent of gross margin generated from the customer's purchases of
certain products from the Company during each year through 2005.
The Company anticipates funding $19.7 million in accruals related to product
line curtailment and planned manufacturing facility consolidation during 2003.
It also anticipates funding $14.5 million in pension contributions in the
upcoming year compared with $7.4 million in 2002. These transactions will have a
significant impact on the Company's cash flow in 2003. The Company anticipates
approximately $2.0 million of additional costs related to product line
curtailment and planned manufacturing facility consolidation that, in accordance
with accounting principles generally accepted in the United States, will be
expensed when incurred. Accordingly, they will have a negative effect on
operating results and cash flow for 2003. Annual savings of at least $10.0
million are anticipated in 2003 as a result of the product line curtailment and
planned manufacturing facility consolidation. Most of the savings for 2003 will
be achieved late in the year.
The Company's supply agreements with two major communications customers--one in
the United Kingdom, the other in Canada--are up for renewal in 2003. The Company
anticipates maintaining its relationship with both customers; however, there can
be no assurance this will occur. Should the
36
Company lose the supply agreement with the Canadian customer, it would likely
not be required to pay certain contingent acquisition price liabilities
currently recorded in the financial statements.
The Company anticipates economic softness will continue into 2003 for some,
perhaps most, geographic and market segments. Increases in revenues and
operating income will be largely dependent on the level of investment by the
technology and communications industries and on the timing of any general
economic recovery. The Company currently anticipates that, aside from the impact
of including a full year of revenues generated by NORCOM, revenues should be
relatively unchanged from 2002. The Company's cost reduction efforts should
enhance the impact of increased revenues by providing increased operating
leverage.
FORWARD-LOOKING STATEMENTS
The statements set forth in this Annual Report on Form 10-K 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 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 ability to
successfully integrate the operations and businesses of acquired companies
(including NORCOM and, in particular, the Company's ability to retain NORCOM's
primary customers); the ability to transfer production to new or existing
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; changes in regulation affecting the
business of communications companies and other customers; 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 sales to two major international
communications companies--one in the United Kingdom, the other in Canada); the
Company's ability to successfully renew supply agreements with major
communications customers in the United Kingdom and Canada; the Company's ability
to complete current product curtailment and manufacturing facility consolidation
programs at anticipated costs; the Company's ability to successfully negotiate a
collective bargaining agreement renewal with organized personnel at one of the
Company's major facilities in the upcoming
37
year; the threat of war and terrorist activities; general industry and market
conditions and growth rates; and other factors noted in this Annual Report on
Form 10-K and other Securities Act filings.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks relating to the Company's operations result primarily from interest
rates, foreign exchange rates and certain commodity prices, as well as
concentrations of credit risk and debt covenant compliance risk. To manage the
volatility relating to exposures, the Company nets the exposures on a
consolidated basis to take advantage of natural offsets. For residual exposures,
the Company sometimes enters into various derivative transactions pursuant to
the Company's policies in areas such as counterparty exposure and hedging
practices. The Company does not hold or issue derivative instruments for trading
purposes. The terms of such instruments and the transactions to which they
relate generally do not exceed twelve months. Each of these risks is discussed
below.
Interest Rate Risk
The Company manages its debt portfolio by using interest rate swap agreements to
achieve an overall desired position of fixed and floating rates. The following
table provides information about the Company's financial instruments that are
sensitive to changes in interest rates. For the Company's short-term and
long-term debt obligations, the table presents principal cash flows and average
interest rates by expected maturity dates. The table also presents fair values
as of December 31, 2002.
Principal (Notional) Amount by Expected Maturity
Average Interest (Swap) Rate
--------------------------------------------------------------
Fair
2003 2004 2005 2006 2007 Thereafter Total Value
- ---------------------------------------------------------------------------------------------------------
(in millions, except rates)
LIABILITIES
Fixed-rate debt $ 15 $ 15 $ 15 $ 30 $ 75 $ 77
Average interest rate 6.92% 6.92% 6.92% 6.92%
Fixed-rate debt $ 64 $ 64 $ 70
Average interest rate 7.60%
Fixed-rate debt $ 44 $ 44 $ 48
Average interest rate 7.75%
Fixed-rate debt $ 17 $ 17 $ 19
Average interest rate 8.06%
- ---------------------------------------------------------------------------------------------------------
INTEREST RATE DERIVATIVE
FINANCIAL INSTRUMENTS RELATED
TO DEBT
Interest rate swap
Pay variable/receive
fixed $ 21 $ 21 $ 1
Average rate paid--6 month
U.S. LIBOR plus 3.22%
Fixed rate received 7.60% 7.60%
38
Principal (Notional) Amount by Expected Maturity
Average Interest (Swap) Rate
--------------------------------------------------------------
Fair
2003 2004 2005 2006 2007 Thereafter Total Value
- -----------------------------------------------------------------------------------------------------------
(in millions, except rates)
Interest rate swap
Pay variable/receive fixed $ 22 $ 22 $ 1
Average rate paid--6 month
U.S. LIBOR plus 3.25%
Fixed rate received 7.60% 7.60%
Interest rate swap
Pay variable/receive fixed $ 21 $ 21 $ 1
Average rate paid--6 month
U.S. LIBOR plus 3.30%
Fixed rate received 7.60% 7.60%
- -----------------------------------------------------------------------------------------------------------
Commodity Price Risk
Certain raw materials used by the Company are subject to price volatility caused
by supply conditions, political and economic variables and other unpredictable
factors. The primary purpose of the Company's commodity price management
activities is to manage the volatility associated with purchases of commodities
in the normal course of business. The Company does not speculate on commodity
prices.
The Company is exposed to price risk related to its purchase of copper used in
the manufacture of its products. The Company's copper price management strategy
involves the use of natural techniques, where possible, such as purchasing
copper for future delivery at fixed prices. Where natural techniques are not
possible, the Company will sometimes use commodity price derivatives, typically
exchange-traded forward contracts, with durations of generally twelve months or
less. The following table presents the purchase commitments by the notional
amount in pounds, the weighted average contract price, and total dollar amounts
by expected maturity date. In addition, the table presents the physical
inventory of copper at December 31, 2002 by the amount of pounds held at average
cost. The fair value of purchase commitments and physical inventory as of
December 31, 2002 is also presented.
Expected Maturity Dates
-----------------------
2003 2004 Fair Value
- ---------------------------------------------------------------------------------------------------
(in millions, except average price)
Purchase commitments
Commitment volume (pounds) 11.0 -
Weighted average price (per pound) $ 0.7189 -
Commitment amounts $ 7.9 - $ 7.7
On-hand copper rod at December 31, 2002
Pounds on hand 6.3 -
Weighted average price (per pound) $ 0.7237 -
Total value on hand $ 4.6 - $ 4.4
- ---------------------------------------------------------------------------------------------------
39
The Company is also exposed to price risk related to its purchase of selected
petroleum-based commodities used in the manufacture of its products. The Company
generally purchases these commodities based upon market prices established with
the vendors as part of the purchase process. Recent trends indicate that pricing
of these commodities may become more volatile due to the increased price of
petroleum and the current threat of war or terrorist activities. Historically,
the Company has not used commodity financial instruments to hedge
petroleum-based commodity prices. There is a modest correlation, primarily in
the Communications segment, between petroleum-based commodity costs and the
ultimate selling price of the product. Exposures to most changes in
petroleum-based commodity costs remain unprotected.
Foreign Exchange Rate Risk
The Company manufactures and sells its products in a number of countries
throughout the world, and, as a result, is exposed to movements in foreign
currency exchange rates. The primary purpose of the Company's currency rate
management activities is to manage the volatility associated with foreign
currency purchases of materials or sales of finished product and other assets
and liabilities created in the normal course of business. The Company's currency
rate management strategy involves the use of natural techniques, where possible,
such as the offsetting or netting of like-currency cash flows. Where natural
techniques are not possible, the Company will sometimes use foreign currency
derivatives, typically foreign currency forward contracts, with durations of
generally 12 months or less.
At December 31, 2002, the Company had no financial instruments outstanding that
were sensitive to changes in foreign currency rates.
The Company generally views as long-term its investments in international
subsidiaries with functional currencies other than the United States dollar. As
a result, the Company does not generally use derivatives to manage these net
investments. In terms of foreign currency translation risk, the Company is
exposed primarily to the euro, the British pound, the Hungarian forint, the
Canadian dollar and the Australian dollar.
The Company's net foreign currency investment in foreign subsidiaries and
affiliates translated into United States dollars using year-end exchange rates
was $107.0 million and $111.9 million at December 31, 2002 and 2001,
respectively.
Credit Risk
The Company sells its products to many customers in several markets across
multiple geographic areas. The ten largest customers, primarily the larger
distributors and communications companies, constitute in aggregate approximately
55% of revenues in both 2002 and 2001.
During 2002, the Company recorded total bad debt expense of $2.1 million. During
2001, the Company recorded total bad debt expense of $8.9 million. Included in
this amount was $8.4 million related to a single financially troubled VAR that
purchased Communications segment products.
In December 2002, the Company recorded a $12.5 million receivable related to
"take-or-pay" and "sales incentive" compensation due from a major private-label
customer. This receivable was outstanding at December 31, 2002; however, it was
paid in January 2003. In December 2001, the Company recorded an $8.3 million
receivable related to "take-or-pay" compensation due from a major private-label
customer. This receivable was outstanding at December 31, 2001; however, it was
paid in February 2002.
40
The following table reflects those receivables that represented the only
significant concentrations of credit to which the Company was exposed at
December 31, 2002 and 2001. Historically, these customers generally pay all
outstanding receivables within thirty to sixty days of invoice receipt.
December 31, 2002 2001
- ---------------------------------------------------------------------------------------------------
(in thousands, except % data) PERCENT OF NET Percent of Net
AMOUNT RECEIVABLES Amount Receivables
- ---------------------------------------------------------------------------------------------------
Customer 1 $ 12,412 11% $ 11,314 11%
Customer 2 6,147 6% 13,032 12%
- ---------------------------------------------------------------------------------------------------
Total $ 18,559 17% $ 24,346 23%
- ---------------------------------------------------------------------------------------------------
At December 31, 2002, the Company had receivables in the amount of $4.2 million
outstanding from a value-added reseller that purchases Communications segment
products on an ongoing basis. Historically, this customer generally pays all
outstanding receivables within thirty to sixty days of invoice receipt.
Debt Covenant Compliance Risk
The Company's Note Agreements and Credit Agreement require the Company to
maintain certain financial ratios and a minimum level of net worth. The Company
entered into an amendment of the Credit Agreement during the fourth quarter of
2002 that changed the leverage covenant from a debt-to-total capitalization test
to a debt-to-EBITDA test and changed the interest coverage covenant from an
EBIT-to-interest test to an EBITDA-to-interest test. The Company was in
compliance with the Note Agreements and the amended Credit Agreement as of
December 31, 2002.
The Company anticipates full compliance with the Note Agreements during the year
ending December 31, 2003. While the Company anticipates improved operating
results during the year ending December 31, 2003 as it realizes the benefits of
the cost improvement programs implemented during 2002 and is not burdened with
the charges recorded in the prior year, the extent and timing of this
improvement is not certain and will affect the Company's ability to fully comply
with the terms of the Credit Agreement at all times during the year. Should the
Company fail to fully comply with the terms of the Credit Agreement at any time
during the year, it would likely seek modifications or waivers from the lenders.
If such modifications or waivers were not available under terms acceptable to
the Company, it would consider canceling the Credit Agreement. The Company does
not anticipate a need during the year ending December 31, 2003 for funds
available under the Credit Agreement to meet its capital expenditure, dividend
and working capital requirements. However, the Company's expectations of future
operating results and continued compliance with the Note Agreements and Credit
Agreement cannot be assured and the lenders' actions are not controllable by the
Company.
41
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Auditors
The Board of Directors and Shareholders
Belden Inc.
We have audited the accompanying consolidated balance sheets of Belden Inc. as
of December 31, 2002 and 2001, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the three years in the
period ended December 31, 2002. Our audits also included the financial statement
schedule listed in the Index at Item 15(a). These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Belden Inc. at
December 31, 2002 and 2001, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31,
2002, in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
As discussed in Note 2 in the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets," in 2002.
/s/ Ernst & Young LLP
St. Louis, Missouri
January 30, 2003
CONSOLIDATED BALANCE SHEETS
December 31, 2002 2001
- ------------------------------------------------------------------------------------------------------
(in thousands, except par value and number of shares)
ASSETS
Current assets:
Cash and cash equivalents $ 19,409 $ 2,799
Receivables, less allowance for doubtful accounts
of $3,477 at 2002 and $15,349 at 2001 109,180 105,865
Inventories 159,817 150,791
Income taxes receivable 2,428 14,527
Deferred income taxes 15,097 7,078
Other current assets 7,818 2,470
- ------------------------------------------------------------------------------------------------------
Total current assets 313,749 283,530
Property, plant and equipment, less accumulated depreciation 337,196 355,852
Goodwill and other intangibles, less accumulated amortization
of $13,546 at 2002 and $13,409 at 2001 79,588 74,016
Other long-lived assets 13,006 9,292
- ------------------------------------------------------------------------------------------------------
$ 743,539 $ 722,690
- ------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 124,968 $ 76,816
Income taxes payable - -
- ------------------------------------------------------------------------------------------------------
Total current liabilities 124,968 76,816
Long-term debt 203,242 234,703
Postretirement benefits other than pensions 10,732 11,580
Deferred income taxes 71,470 69,614
Other long-term liabilities 25,932 15,732
Stockholders' equity:
Preferred stock, par value $.01 per share, 25,000,000 shares
authorized, no shares outstanding - -
Common stock, par value $.01 per share, 100,000,000 shares
authorized, 26,203,603 issued, and 25,112,153 and
24,760,351 shares outstanding at 2002 and 2001,
respectively 262 262
Additional paid-in capital 40,917 43,773
Retained earnings 302,900 323,671
Accumulated other comprehensive loss (17,859) (26,625)
Unearned deferred compensation (2,014) (1,233)
Treasury stock, at cost, 1,091,450 and 1,443,252 shares
at 2002 and 2001, respectively (17,011) (25,603)
- ------------------------------------------------------------------------------------------------------
Total stockholders' equity 307,195 314,245
- ------------------------------------------------------------------------------------------------------
$ 743,539 $ 722,690
- ------------------------------------------------------------------------------------------------------
See accompanying notes.
43
CONSOLIDATED INCOME STATEMENTS
Years Ended December 31, 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
Revenues $ 813,348 $ 968,369 $ 1,169,255
Cost of sales 690,336 799,463 937,668
- --------------------------------------------------------------------------------------------------------
Gross profit 123,012 168,906 231,587
Selling, general and administrative expenses 107,439 114,832 125,388
Amortization of goodwill - 2,136 2,214
Other operating expenses/(earnings) 21,621 (8,318) -
- --------------------------------------------------------------------------------------------------------
Operating earnings/(loss) (6,048) 60,256 103,985
Nonoperating earnings - (1,200) -
Interest expense 13,730 18,585 20,107
- --------------------------------------------------------------------------------------------------------
Income/(loss) before taxes and cumulative effect of
change in accounting principle (19,778) 42,871 83,878
Income tax expense/(benefit) (3,885) 11,662 31,035
- --------------------------------------------------------------------------------------------------------
Income/(loss) before cumulative effect of change in
accounting principle (15,893) 31,209 52,843
Cumulative effect of change in accounting principle - (251) -
- --------------------------------------------------------------------------------------------------------
Net income/(loss) $ (15,893) $ 30,958 $ 52,843
- --------------------------------------------------------------------------------------------------------
Basic average shares outstanding 24,763 24,499 24,405
Basic earnings/(loss) per share before cumulative
effect of change in accounting principle $ (.64) $ 1.27 $ 2.17
Basic earnings/(loss) per share $ (.64) $ 1.26 $ 2.17
- --------------------------------------------------------------------------------------------------------
Diluted average shares outstanding 24,763 24,766 24,675
Diluted earnings/(loss) per share before cumulative
effect of change in accounting principle $ (.64) $ 1.26 $ 2.14
Diluted earnings/(loss) per share $ (.64) $ 1.25 $ 2.14
- --------------------------------------------------------------------------------------------------------
See accompanying notes.
44
CONSOLIDATED CASH FLOW STATEMENTS
Years Ended December 31, 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------------------
(in thousands)
Cash flow from operating activities:
Income/(loss) before cumulative effect of change in accounting
principle $ (15,893) $ 31,209 $ 52,843
Adjustments to reconcile income/(loss) before cumulative effect
of change in accounting principle to net cash provided by
operating activities:
Depreciation and amortization 39,651 40,292 37,535
Asset impairment charges 32,719 - -
Gain on business divestiture - (1,200) -
Deferred income tax provision (1,930) 9,644 6,719
Amortization of unearned deferred compensation 1,140 508 -
Changes in operating assets and liabilities(*):
Receivables 9,089 46,147 (25,061)
Inventories 12,276 18,294 (41,854)
Accounts payable and accrued liabilities 6,152 (58,481) 9,771
Current and deferred income taxes, net 16,113 (14,501) 19,714
Other assets and liabilities, net (3,869) 832 131
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 95,448 72,744 59,798
Cash flows from investing activities:
Capital expenditures (32,830) (37,072) (34,130)
Cash used to acquire business (11,300) - (15,485)
Proceeds from business divestiture - 1,400 -
Proceeds from disposal of property, plant and equipment 202 247 2,092
- ---------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (43,928) (35,425) (47,523)
Cash flows from financing activities:
Net payments under credit agreements (31,461) (38,635) (4,609)
Proceeds from exercise of stock options 1,198 1,515 852
Cash dividends paid (4,878) (4,895) (4,880)
- ---------------------------------------------------------------------------------------------------------------------
Net cash used for financing activities (35,141) (42,015) (8,637)
Effect of exchange rate changes on cash and cash equivalents 231 99 (116)
- ---------------------------------------------------------------------------------------------------------------------
Increase/(decrease) in cash and cash equivalents 16,610 (4,597) 3,522
Cash and cash equivalents, beginning of period 2,799 7,396 3,874
- ---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 19,409 $ 2,799 $ 7,396
- ---------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information
Income tax refunds received $ 21,377 $ 718 $ 2,911
Income taxes paid (2,852) (15,450) (18,248)
Interest paid, net of amount capitalized (14,752) (18,040) (20,483)
- ---------------------------------------------------------------------------------------------------------------------
See accompanying notes.
(*) Net of the effects of exchange rate changes and acquired businesses.
45
CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENTS
Accumulated
Common Paid-In Retained Treasury Unearned Other
Stock Capital Earnings Stock Deferred Comprehensive
Compensation Loss Total
- ----------------------------------------------------------------------------------------------------------------------
(in thousands)
Balance at December 31, 1999 $ 262 $47,958 $249,653 $(37,296) $ - $ (13,050) $ 247,527
Net income 52,843 52,843
Foreign currency translation (8,883) (8,883)
adjustments
----------
Comprehensive income 43,960
Issuance of treasury stock
Exercise of stock options (654) 1,506 852
Stock compensation 75 126 201
Cash dividends ($.20 per (4,871) (4,871)
share)
- -----------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000 262 47,379 297,625 (35,664) - (21,933) 287,669
Net income 30,958 30,958
Foreign currency translation (2,541) (2,541)
adjustments
Unrealized loss on (245) (245)
derivative instruments
Minimum pension liability, (1,906) (1,906)
net of tax
----------
Comprehensive income 26,266
Issuance of treasury stock
Exercise of stock options (1,013) 2,528 1,515
Stock compensation (345) 2,086 (1,741) -
Employee stock purchase
plan (2,248) 5,447 3,199
Amortization of unearned
deferred compensation 508 508
Cash dividends ($.20 per (4,912) (4,912)
share)
- -----------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001 262 43,773 323,671 (25,603) (1,233) (26,625) 314,245
NET LOSS (15,893) (15,893)
FOREIGN CURRENCY TRANSLATION
ADJUSTMENTS 21,357 21,357
UNREALIZED GAIN ON
DERIVATIVE INSTRUMENTS 245 245
MINIMUM PENSION LIABILITY,
NET OF TAX (12,836) (12,836)
-----------
COMPREHENSIVE LOSS (7,127)
ISSUANCE OF TREASURY STOCK
EXERCISE OF STOCK OPTIONS (593) 1,791 1,198
STOCK COMPENSATION (426) 2,412 (1,921) 65
401(K) EMPLOYER
CONTRIBUTIONS (576) 1,481 905
EMPLOYEE STOCK PURCHASE
PLAN (1,261) 2,908 1,647
AMORTIZATION OF UNEARNED
DEFERRED COMPENSATION 1,140 1,140
CASH DIVIDENDS ($.20 PER
SHARE) (4,878) (4,878)
- -----------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2002 $ 262 $40,917 $302,900 $(17,011) $(2,014) $ (17,859) $ 307,195
- -----------------------------------------------------------------------------------------------------------------------
See accompanying notes.
46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF BUSINESS
Belden Inc. (the Company) designs, manufactures and markets metallic and fiber
optic wire and cable products for the electronics and communications markets.
The Company has manufacturing facilities in North America, Europe and Australia.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying Consolidated Financial Statements include the Company and all
of its subsidiaries. All significant intercompany accounts and transactions are
eliminated in consolidation. In addition, the Consolidated Financial Statements
include the operating results of each acquired operation from its respective
acquisition date (Note 6).
Foreign Currency Translation
For international operations with functional currencies other than the United
States dollar, asset and liability accounts are translated at current exchange
rates; income and expenses are translated using average exchange rates.
Resulting translation adjustments, as well as gains and losses from certain
intercompany transactions, are reported in accumulated other comprehensive loss,
a separate component of stockholders' equity. Exchange gains and losses on
transactions are included in operating earnings/(loss).
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 the 2000 and 2001 Consolidated
Financial Statements in order to conform to the 2002 presentation.
Cash and Cash Equivalents
The Company classifies cash on hand and deposits in banks, including commercial
paper, money market accounts and other investments with an original maturity of
three months or less, that the Company may hold from time to time, as cash and
cash equivalents.
Trade Receivables and Related Allowances
The Company classifies amounts owed to the Company and due within twelve months,
arising from the sale of goods or services in the normal course of business to
an unrelated party, as trade receivables. Trade receivables due after twelve
months are reclassified as other long-lived assets.
Interest charged on delinquent trade receivables is accrued but the income is
deferred as a receivables allowance until the interest is collected.
The Company evaluates the collectibility of trade receivables based on the
specific identification method. In circumstances where the Company is aware of a
customer's inability or unwillingness
47
to pay outstanding amounts, the Company records a specific reserve for bad debts
against amounts due to reduce the receivable to its estimated collectible
balance. The Company recorded bad debt expense of $2.1 million, $8.9 million and
$5.9 million in 2002, 2001 and 2000, respectively. Included in the 2001 expense
was $8.4 million for an individual customer (value-added reseller) of the
Communications segment that filed for bankruptcy. Included in the 2000 expense
was $5.1 million for an individual customer (distributor) of the Electronics
segment that filed for bankruptcy. The allowance for doubtful accounts at
December 31, 2002 was $3.5 million. The Company does not anticipate that any
other major customers will be unable to pay for outstanding receivables.
Inventories and Related Reserves
Inventories, including raw materials, work-in-process and finished goods, are
carried at cost or, if lower, market value. Inventory values include direct
material, direct labor and production overhead costs. On the basis of current
costs, 65% and 71% of inventories in 2002 and 2001, respectively, were carried
on the last-in, first-out (LIFO) method. The remaining inventories were carried
on the first-in, first-out (FIFO) method.
The Company evaluates the realizability of its inventory on a product-by-product
basis in light of anticipated sales demand, technological changes and inventory
condition. In circumstances where inventory levels are in excess of anticipated
market demand, where inventory is deemed technologically obsolete or not
saleable due to condition or where inventory cost exceeds net realizable value,
the Company records a charge to cost of goods sold and reduces the inventory to
its net realizable value. At December 31, 2002 and 2001, the Company had
inventory reserves of $21.9 million and $10.4 million, respectively.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is calculated
on a straight-line basis over the estimated useful lives of the related assets
ranging from ten to forty years for buildings, five to twelve years for
machinery and equipment and five years for business information systems.
Construction in process reflects amounts incurred for the configuration and
build-out of property, plant and equipment and for property, plant and equipment
not yet placed into service. Maintenance and repairs are charged to expense as
incurred. In accordance with Statement of Financial Accounting Standards (SFAS)
No. 34, Capitalization of Interest Costs, the Company capitalizes interest costs
associated with the construction of capital assets for business operations and
amortizes the costs over the assets' useful lives.
Amortizable Intangibles
The Company's one amortizable intangible, the preliminary fair value of a
customer business relationship, is amortized on a straight-line basis over the
ten-year estimated useful life of the asset. At December 31, 2002 the Company
reported amortizable intangibles of $2.9 million. The Company had no amortizable
intangibles at December 31, 2001.
Impairment of Long-Lived Assets
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, the Company reviews long-lived assets to determine whether an
event or change in circumstances indicates the carrying value of the asset may
not be recoverable. The Company bases its evaluation on such impairment
indicators as the nature of the assets, the future economic benefit of the
assets and any historical or future profitability measurements, as well as other
external market conditions or factors that may be present. If such impairment
indicators are present or other factors exist that
48
indicate that the carrying amount of the asset may not be recoverable, the
Company determines whether an impairment has occurred through the use of an
undiscounted cash flows analysis at the lowest level for which identifiable cash
flows exist. If impairment has occurred, the Company recognizes a loss for the
difference between the carrying amount and the fair value of the asset. Fair
value is the amount at which the asset could be bought or sold in a current
transaction between a willing buyer and seller other than in a forced or
liquidation sale and can be measured as the asset's quoted market price in an
active market or, where an active market for the asset does not exist, the
Company's best estimate of fair value based on either discounted cash flow
analysis or present value analysis.
Goodwill and Other Indefinite-Lived Intangibles
Goodwill represents the excess of acquisition costs over the fair market value
of the net assets of acquired businesses and, prior to the Company's adoption of
SFAS No. 142, Goodwill and Other Intangible Assets, on January 1, 2002, was
amortized on a straight-line basis over an estimated useful life of 40 years. On
January 1, 2002, the Company adopted the new rules of accounting under SFAS No.
142. As of December 31, 2002, and during the year then ended, the Company had no
indefinite-lived intangible assets other than goodwill. Application of the
nonamortization provision of SFAS No. 142 during the years ended December 31,
2001 and 2000 would have resulted in an increase in net income for those periods
of $1.4 million ($2.1 million pretax), or $0.06 per diluted share and $1.4
million ($2.2 million pretax), or $0.06 per diluted share, respectively. The
Electronics segment and the Communications segment reported goodwill, net of
accumulated amortization, at December 31, 2002 in the amounts of $74.2 million
and $2.5 million, respectively. There was no significant change in the
allocation of goodwill by reportable segment between December 31, 2001 and
December 31, 2002.
In accordance with SFAS 142, the Company continues to evaluate whether an event
or change in circumstances indicates the carrying value of goodwill may not be
recoverable. The Company bases its evaluation on such impairment indicators as
the future economic benefit of goodwill and any historical or future
profitability measurements, as well as other external market conditions or
factors that may be present. If such impairment indicators are present or other
factors exist that indicate that the carrying amount of goodwill may not be
recoverable, the Company determines whether an impairment has occurred through
the use of an undiscounted cash flows analysis at the lowest level for which
identifiable cash flows exist. If impairment has occurred, the Company
recognizes a loss for the difference between the carrying amount and the
estimated value of goodwill. At December 31, 2002, carrying value of goodwill in
the amount of $0.2 million related to the Company's Australia operation was
deemed impaired and the associated loss was included as an other operating
expense in the consolidated income statements. The remaining carrying value of
goodwill at December 31, 2002 was deemed recoverable.
Revenue Recognition
Revenue is recognized in the period title to product passes to customers. The
Company grants incentive allowances to selected customers as part of its sales
programs. The incentives are determined based on certain targeted sales volumes.
In certain instances, the Company also grants selected product price protection
allowances. Sales revenues are reduced when incentives or allowances are
anticipated or projected. Revenues are reduced by recording a separate deduction
in gross revenues. The Company follows guidance provided by Securities Exchange
Commission Staff Accounting Bulletin No. 101, Revenue Recognition in Financial
Statements, and Emerging Issues Task Force Abstract (EITF) No. 00-14, Accounting
for Certain Sales Incentives.
49
Shipping and Handling Costs
In accordance with EITF 00-10, Accounting for Shipping and Handling Fees and
Costs, the Company includes fees earned on the shipment of product to customers
in revenues and includes costs incurred on the shipment of product to customers
as cost of sales. Certain handling costs totaling $5.8 million, $5.8 million and
$5.9 million, respectively, were included in selling, general and administrative
expenses.
Research and Development
Research and development expenditures are charged to expense as incurred.
Expenditures for research and development sponsored by the Company were $7.6
million, $8.2 million and $7.7 million for 2002, 2001 and 2000, respectively.
Environmental Remediation and Compliance
Environmental remediation costs are accrued, except to the extent costs can be
capitalized, based on estimates of known environmental remediation exposures.
Environmental compliance costs include maintenance and operating costs with
respect to ongoing monitoring programs. Such costs are expensed as incurred.
Capitalized environmental costs are depreciated generally utilizing a 15-year
life.
Minimum Requirements Contracts
Amounts recognized under minimum requirements ("take-or-pay" or "sales
incentive") contracts are classified in other operating earnings.
Stock-Based Compensation
The Company has two stock compensation plans--the Long-term Incentive Plan
(Incentive Plan) and the Employee Stock Purchase Plan (Stock Purchase Plan).
Under the Incentive Plan, certain employees of the Company are eligible to
receive awards in the form of stock options, stock appreciation rights,
restricted stock grants and performance shares. The Company accounts for stock
options using the intrinsic value method provided in Accounting Principles Board
Opinion (APB) No. 25, Accounting for Stock Issued to Employees. Accordingly, no
compensation cost has been recognized for options granted under the Incentive
Plan. The Company accounts for restricted stock grants under APB No. 25 as
fixed-plan awards 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 grants is measured as the difference between the
market price of the Company's common stock at the grant date and the amount to
be paid by the participants for the common stock.
Under the Stock Purchase Plan, all full-time employees and part-time employees
who work 20 or more hours per week in Canada, Germany, the Netherlands and the
United States receive the right to purchase a specified amount of common stock
at the lesser of 85% of the fair market value on the offering date or 85% of the
fair market value on the exercise date. The Company accounts for these purchase
rights using the intrinsic value method provided by APB No. 25. Accordingly, no
compensation cost has been recognized for purchase rights granted under the
Stock Purchase Plan.
The Company has adopted the disclosure-only provisions of SFAS No. 123,
Accounting for Stock-Based Compensation. The effect on operating results of
calculating the Company's stock compensation using the fair value method
presented in SFAS No. 123 is as follows:
50
2002 2001 2000
---------------------------------------------------------------------------------
AS As As
Years Ended December 31, REPORTED PRO FORMA Reported Pro forma Reported Pro forma
- ------------------------------------------------------------------------------------------------------------------
(in thousands, except per
share amounts)
Net income / (loss) $ (15,893) $ (18,395) $ 30,958 $ 28,233 $ 52,843 $ 48,896
Basic earnings / (loss) per $ (.64) $ (.74) $ 1.26 $ 1.15 $ 2.17 $ 2.00
share
Diluted earnings / (loss) per
share $ (.64) $ (.74) $ 1.25 $ 1.14 $ 2.14 $ 1.98
- ------------------------------------------------------------------------------------------------------------------
The fair value of common stock options outstanding under the Incentive Plan and
the fair value of stock purchase rights outstanding under the Stock Purchase
Plan were estimated at the date of grant using the Black-Scholes option-pricing
model.
For the years ended December 31, 2002, 2001, and 2000, assumptions used in the
determination of the fair value of the stock options and stock purchase rights
include the following:
Years Ended December 31, 2002 2001 2000
- --------------------------------------------------------------------------
Dividend yield 4.63% 4.09% 4.85%
Expected volatility 28.37% 39.11% 43.03%
Expected option life (in years) 4.14 5.26 5.23
Risk free interest rate 3.41% 4.61% 4.54%
- --------------------------------------------------------------------------
For the years ended December 31, 2002, 2001, and 2000, the weighted average per
share fair value of options granted under the Incentive Plan was $4.45, $6.80,
and $4.83, respectively. For the years ended December 31, 2002, 2001 and 2000,
the weighted average per share value of purchase rights granted under the Stock
Purchase Plan was $3.09, $4.19 and $5.78, respectively. The Black-Scholes
option-pricing model was developed to estimate the fair value of market-traded
options. Incentive stock options and stock purchase rights have certain
characteristics, including vesting periods and non-transferability, which
market-traded options do not possess. Due to the significant effect that changes
in assumptions and differences in option and purchase right characteristics
might have on the fair values of stock options and stock purchase rights, the
models may not accurately reflect the fair values of the stock options and stock
purchase rights.
Interest Expense
The Company presents interest expense net of capitalized interest costs and
interest income earned on cash equivalents. Neither capitalized interest costs
nor interest income earned on cash equivalents are material.
Income Taxes
Income taxes are provided based on earnings reported for financial statement
purposes. The provision for income taxes differs from the amounts currently
payable due to the recognition of revenues and expenses in different periods for
income tax and financial statement purposes. Income taxes are provided as if
operations in all countries, including the United States, were stand-alone
businesses filing separate tax returns. In the first quarter of 2001, the
Company determined under APB No. 23, Accounting for Income Taxes - Special
Areas, that undistributed earnings from its European and Australian subsidiaries
would not be remitted to the United States in the foreseeable future and,
therefore, no additional provision for United States taxes was made.
51
Financial Risk Management
The Company is exposed to various market risks such as changes in interest rates
(Note 11), currency exchange rates and commodity pricing. To manage the
volatility relating to exposures, the Company nets the exposures on a
consolidated basis to take advantage of natural offsets. For residual exposures,
the Company sometimes enters into various derivative transactions pursuant to
the Company's policies in areas such as counterparty exposure and hedging
practices. The Company does not hold or issue derivative instruments for trading
purposes. The terms of such instruments and the transactions to which they
relate generally do not exceed twelve months.
Commodity Price Management
Certain raw materials used by the Company are subject to price volatility caused
by supply conditions, political and economic variables and other unpredictable
factors. The primary purpose of the Company's commodity price management
activities is to manage the volatility associated with purchases of commodities
in the normal course of business.
The Company is exposed to price risk related to its purchase of copper used in
the manufacture of its products. The Company's copper price management strategy
involves the use of natural techniques, where possible, such as purchasing
copper for future delivery at fixed prices (Note 16). Where natural techniques
are not possible, the Company will sometimes use commodity price derivatives,
typically exchange-traded forward contracts, with durations of generally twelve
months or less.
The Company did not have any commodity price derivatives outstanding at December
31, 2002 and did not employ commodity price derivatives during the year then
ended.
The Company is also exposed to price risk related to its purchase of selected
petroleum-based commodities used in the manufacture of its products. The Company
generally purchases these commodities based upon market prices established with
the vendors as part of the purchase process. Recent trends indicate that pricing
of these commodities may become more volatile due to the increased price of
petroleum and the current threat of war or terrorist activities. Historically,
the Company has not used commodity financial instruments to hedge
petroleum-based commodity prices. There is a modest correlation, primarily in
the Communications segment, between petroleum-based commodity costs and the
ultimate selling price of the product. Exposures to most changes in
petroleum-based commodity costs remain unprotected.
Currency Rate Management
The Company manufactures and sells its products in a number of countries
throughout the world, and, as a result, is exposed to movements in foreign
currency exchange rates. The primary purpose of the Company's currency rate
management activities is to manage the volatility associated with foreign
currency purchases of materials or sales of finished product and other assets
and liabilities created in the normal course of business. The Company's currency
rate management strategy involves the use of natural techniques, where possible,
such as the offsetting or netting of like-currency cash flows. Where natural
techniques are not possible, the Company will sometimes use foreign currency
derivatives, typically foreign currency forward contracts, with durations of
generally 12 months or less.
The Company did not have any foreign currency derivatives outstanding at
December 31, 2002 and did not employ foreign currency derivatives during the
year then ended.
52
Management of Investment in International Subsidiaries
The Company generally views as long-term its investments in international
subsidiaries with functional currencies other than the United States dollar. As
a result, the Company does not generally use derivatives to manage these net
investments. In terms of foreign currency translation risk, the Company is
exposed primarily to the euro, the British pound, the Hungarian forint, the
Canadian dollar and the Australian dollar.
The Company's net foreign currency investment in foreign subsidiaries and
affiliates translated into United States dollars using year-end exchange rates
was $107.0 million and $111.9 million at December 31, 2002 and 2001,
respectively.
Impact of Pending Pronouncements
In June 2002, the Financial Accounting Standards Board (Board) issued SFAS No.
146, Accounting for Costs Associated with Exit or Disposal Activities, effective
for exit or disposal activities initiated after December 31, 2002. SFAS No. 146
nullifies EITF No. 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in Restructuring). Under EITF No. 94-3, liabilities for costs associated with
exit or disposal activities could be recognized at the date of an entity's
commitment to an exit plan. The Board concluded that an entity's commitment to a
plan, by itself, does not create a present obligation to others that meets the
definition of a liability. Therefore, under SFAS No. 146, liabilities for costs
associated with exit or disposal activities cannot be recognized until incurred.
SFAS No. 146 also establishes that fair value is the objective for initial
measurement of the liability. The Company will apply the new rules of accounting
under SFAS No. 146 beginning in the first quarter of 2003.
In October 2002, the Board issued SFAS No. 148, Accounting for Stock-Based
Compensation--Transition and Disclosure, with disclosure requirements effective
immediately. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based
Compensation, to provide three alternative methods of transition to the fair
value method of accounting for stock-based employee compensation. The statement
requires disclosure in the summary of significant accounting policies of the
effects of an entity's accounting policy with respect to stock-based
compensation on reported net income and earnings per share in annual and interim
financial statements. SFAS No. 148 does not require entities to record their
employee stock-based awards using the fair value method. However, the statement
does require disclosures for all entities with stock-based compensation
regardless of whether they utilize the fair value method of accounting described
in SFAS No. 123. The Company does not plan to utilize the fair value method of
accounting, but has applied the new disclosure rules under SFAS No. 148.
53
NOTE 3: SHARE INFORMATION
- ---------------------------------------------------------------------------------------------------------------
Common Stock Treasury Stock
- ---------------------------------------------------------------------------------------------------------------
(number of shares in thousands)
Balance at December 31, 1999 26,204 (1,826)
Issuance of treasury stock
Exercise of stock options - 48
Stock compensation - 4
- ---------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000 26,204 (1,774)
Issuance of treasury stock
Exercise of stock options - 80
Stock compensation - 66
Employee stock purchase plan - 185
- ---------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001 26,204 (1,443)
ISSUANCE OF TREASURY STOCK
EXERCISE OF STOCK OPTIONS - 69
STOCK COMPENSATION - 89
401(K) EMPLOYER CONTRIBUTIONS - 62
EMPLOYEE STOCK PURCHASE PLAN - 132
- -----------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2002 26,204 (1,091)
- -----------------------------------------------------------------------------------------------------------------
NOTE 4: EARNINGS/(LOSS) PER SHARE
The following table sets forth the computation of basic and diluted
earnings/(loss) per share:
Years Ended December 31, 2002 2001 2000
- ----------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
Numerator:
Income/(loss) before cumulative effect
of change in accounting principle $ (15,893) $ 31,209 $ 52,843
Net income/(loss) $ (15,893) $ 30,958 $ 52,843
- ----------------------------------------------------------------------------------------------------
Denominator:
Basic average shares outstanding 24,763 24,499 24,405
Effect of dilutive common
stock equivalents - 267 270
- ----------------------------------------------------------------------------------------------------
Diluted average shares outstanding 24,763 24,766 24,675
- ----------------------------------------------------------------------------------------------------
Basic earnings/(loss) per share
before cumulative effect of change in
accounting principle $ (.64) $ 1.27 $ 2.17
Basic earnings/(loss) per share $ (.64) $ 1.26 $ 2.17
- ----------------------------------------------------------------------------------------------------
Diluted earnings/(loss) per share before
cumulative effect of change in accounting
principle $ (.64) $ 1.26 $ 2.14
Diluted earnings/(loss) per share $ (.64) $ 1.25 $ 2.14
- ----------------------------------------------------------------------------------------------------
54
Due to the Company's net loss in 2002, it did not include any common stock
equivalents in the fully diluted computation because they would have been
antidilutive. In 2001 and 2000, the Company did not include 1.3 million and 0.9
million respective common stock equivalents in the fully diluted computations
because they would have been antidilutive for the periods presented.
NOTE 5: ACCUMULATED OTHER COMPREHENSIVE LOSS
Unrealized
Foreign Gain/(Loss) Accumulated
Currency on Minimum Other
Translation Derivative Pension Comprehensive
(in thousands) Adjustments Instruments Liability Loss
- ----------------------------------------------------------------------------------------------------------
Balance at December 31, 1999 $ (13,050) $ - $ - $ (13,050)
Current Period Change (8,883) - - (8,883)
- ----------------------------------------------------------------------------------------------------------
Balance at December 31, 2000 (21,933) - - (21,933)
Current Period Change (2,541) (245) (1,906) (4,692)
- ----------------------------------------------------------------------------------------------------------
Balance at December 31, 2001 (24,474) (245) (1,906) (26,625)
CURRENT PERIOD CHANGE 21,357 245 (12,836) 8,766
- ----------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2002 $ (3,117) $ - $(14,742) $ (17,859)
- ----------------------------------------------------------------------------------------------------------
NOTE 6: ACQUISITIONS
During 2000 through 2002, the Company acquired the entities described below.
Each of these acquisitions was accounted for under the purchase method of
accounting. Accordingly, the purchase price was allocated to the net assets
acquired based on their fair market value. Operating results of each acquisition
are included in the Company's consolidated operating results since its
respective acquisition date.
- - 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 $11.3 million. The purchase price is subject to adjustments for
asset values as of the closing date, with additional contingency payments
up to three years of as much as $6.7 million depending mainly on the
Company's achievement of future business levels. No goodwill was recorded
with respect to this transaction. On January 9, 2003, the Company announced
its decision to close the Kingston facility and relocate production to its
other facilities. The Company recorded $13.0 million as preliminary accrued
severance and other plant closing costs incident to the purchase in 2002.
The Company anticipates making these payments within one year of the
acquisition date. NORCOM manufactures and markets metallic cable products
primarily for the Canadian and United States communications markets.
- - On April 3, 2000, the Company purchased certain assets and assumed certain
liabilities of the metallic communications cable operations of Corning
Communications Limited in Manchester, United Kingdom (Manchester) for cash
of $15.5 million. The Company recorded goodwill of $2.6 million related to
the acquisition. Manchester manufactures and markets metallic cable
products primarily for the British communications market and is the sole
supplier of metallic communications cables to British Telecom.
55
NOTE 7: INVENTORIES
December 31, 2002 2001
- ---------------------------------------------------------------------------
(in thousands)
Raw materials $ 22,988 $ 25,246
Work-in-process 21,673 17,516
Finished goods 134,375 119,973
Perishable tooling and supplies 4,887 4,319
- ---------------------------------------------------------------------------
Gross inventories 183,923 167,054
Excess of current standard
costs over LIFO costs (5,596) (5,830)
Obsolescence and other reserves (18,510) (10,433)
- ---------------------------------------------------------------------------
Net inventories $ 159,817 $ 150,791
- ---------------------------------------------------------------------------
NOTE 8: PROPERTY, PLANT AND EQUIPMENT
December 31, 2002 2001
- ---------------------------------------------------------------------------
(in thousands)
Land and land improvements $ 30,208 $ 28,385
Buildings and leasehold improvements 110,175 121,374
Machinery and equipment 456,113 420,892
Construction in process 17,241 24,838
- ---------------------------------------------------------------------------
613,737 595,489
Accumulated depreciation (276,541) (239,637)
- ---------------------------------------------------------------------------
$ 337,196 $ 355,852
- ---------------------------------------------------------------------------
NOTE 9: IMPAIRMENT OF LONG-LIVED ASSETS
During the fourth quarter of 2002, the Company formulated a plan to exit the
production of certain products such as special wires for deflection coils used
in televisions and CRTs; electrical cords for consumer products; galvanized wire
for electronics assemblies; and long-line, single-mode fiber optic cable for the
communications and CATV markets. In addition, the Company elected to dispose of
certain excess and inefficient equipment used in the manufacturing of certain
products with communications applications. The Company also decided to dispose
of certain real estate and buildings in order to rationalize production
capabilities. The Company anticipates disposal of these assets within one year.
In accordance with SFAS No. 144, the Company estimated the fair value of the
assets based upon anticipated net proceeds from the sale of the equipment,
buildings, and real estate and recognized an impairment loss of $32.7 million
($26.3 million net of tax benefit and the tax valuation allowance, or $1.05 per
share) based on the difference between the carrying value of the assets and
their fair value. This loss is included as an other operating expense on the
consolidated income statements. The Electronics and Communications segments
recognized impairment losses in the amounts of $17.5 million and $15.2 million,
respectively.
56
NOTE 10: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
December 31, 2002 2001
- -----------------------------------------------------------------------
(in thousands)
Trade accounts $ 53,505 $ 43,034
Wages, severance and related taxes 28,329 7,265
Employee benefits 19,655 7,291
Interest 4,895 5,381
Contingent acquisition price 6,700 -
Other (individual items less than
5% of total current liabilities) 11,884 13,845
- ----------------------------------------------------------------------
$ 124,968 $ 76,816
- ----------------------------------------------------------------------
At December 31, 2002, the Company accrued severance costs associated with
announced manufacturing facility closings in Canada, Germany and Australia. The
total severance accrued at December 31, 2002 was $19.6 million. Included in the
accrual was $11.3 million related to the acquisition of NORCOM that was recorded
incident to the purchase. The Company recorded severance costs in the amount of
$8.3 million related to the closings in Germany and Australia as operating
expense ($5.9 million in cost of sales and $2.4 million in selling, general and
administrative expenses) in 2002. Approximately 430 employees will be eligible
for severance payments, subject to finalization of negotiations under collective
bargaining agreements. The Company anticipates making all severance payments
against these accruals within one year. Certain sales, marketing, customer
service and distribution activities will continue at each location.
NOTE 11: LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
December 31, 2002 2001
- ------------------------------------------------------------------------
(in thousands)
Variable-rate bank revolving
credit agreement, due 2004 $ - $ -
Short-term borrowings
effective interest rate 2.98%
at December 31, 2001 - 34,703
Medium-term notes, face amount
of $75,000 due from 2005
through 2009, effective interest
rate 6.92% 75,000 75,000
Medium-term notes, face amount
of $64,000 due 2004,
effective interest rate 7.60% 64,000 64,000
Medium-term notes, face amount
of $44,000 due 2006,
effective interest rate 7.75% 44,000 44,000
Medium-term notes, face amount
of $17,000 due 2009,
effective interest rate 8.06% 17,000 17,000
Interest rate swaps fair value 3,242 -
- ------------------------------------------------------------------------
$ 203,242 $ 234,703
- ------------------------------------------------------------------------
57
Medium-Term Notes
In 1999, the Company completed a private placement of $64.0, $44.0 and $17.0
million of unsecured medium-term notes. The agreement for the notes contains
various customary affirmative and negative covenants and other provisions,
including restrictions on the incurrence of debt, maintenance of maximum
leverage ratio and minimum net worth.
In 1997, the Company completed a private placement of $75.0 million of unsecured
medium-term notes. The notes bear interest at 6.92% and mature 12 years from
closing with an average life of 10 years. The agreement for the notes contains
various customary affirmative and negative covenants and other provisions,
including restrictions on the incurrence of debt, maintenance of maximum
leverage ratio and minimum net worth.
Payments due on medium-term notes during each of the five years subsequent to
December 31, 2002 are as follows:
(in thousands)
- ------------------------------------------
2003 $ -
2004 64,000
2005 15,000
2006 59,000
2007 15,000
Thereafter 47,000
- -----------------------------------------
$ 200,000
- -----------------------------------------
Credit Agreement
The Company entered into a new credit agreement with a group of 7 banks in June
2001 (as amended from time to time, the New Credit Agreement). The New Credit
Agreement originally provided for an aggregate $150.0 million unsecured,
variable-rate and revolving credit facility expiring in June 2004. The banks
party to the New Credit Agreement can advance loans to the Company based on
their respective commitments (syndicated loans). Syndicated loans accrue
interest at the option of the Company at LIBOR plus 0.60% to 1.25%, or the
higher of the prime rate or the federal funds rate plus 0.50%. The lead bank
party to the New Credit Agreement can also advance loans to the Company up to an
aggregate outstanding principal amount not exceeding $15 million (swing loans).
Swing loans accrue interest at the higher of the prime rate or the federal funds
rate plus 0.50%. A facility fee of 0.15% to 0.50% per annum is charged on the
aggregate credit. The facility includes certain covenants, including maintenance
of a maximum leverage ratio, maintenance of a minimum interest coverage ratio
and maintenance of a minimum amount of consolidated tangible net worth. The New
Credit Agreement replaced the $200.0 million credit agreement dated November
1996 between the Company and a group of 7 banks that would have expired in
November 2001 (Old Credit Agreement). The Company cancelled the Old Credit
Agreement in June 2001.
The Company entered into an amendment of the New Credit Agreement during the
fourth quarter of 2002 that changed the leverage covenant from a debt-to-total
capitalization test to a debt-to-earnings before interest, taxes, depreciation,
and amortization (EBITDA) test, changed the interest coverage covenant from an
earnings before interest and taxes-to-interest test to an EBITDA-to-interest
test, and reduced the maximum amount available under the New Credit Agreement
from $150.0 million to $100.0 million. The Company's performance for the year
ended December 31, 2002 met the amended
58
leverage and interest coverage covenants. At December 31, 2002, the Company had
$39.1 million in borrowing capacity available under the Credit Agreement.
Short-Term Borrowings
The short-term borrowings at December 31, 2001, relate to unsecured, uncommitted
arrangements with 8 banks under which the Company may borrow up to $104.5
million at prevailing interest rates. At December 31, 2001, these borrowings
were reclassified to long-term debt, reflecting the Company's intention and
ability to refinance the amounts during the next year on a long-term basis. At
December 31, 2002, the Company had unsecured, uncommitted arrangements with 6
banks under which it may borrow up to $38.2 million at prevailing interest
rates. At December 31, 2002, there were no outstanding borrowings under these
arrangements.
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 December
31, 2002, the Company was party to interest rate swap agreements relating to
7.60% medium-term notes that mature in 2004. The swaps convert a notional amount
of $64.0 million from fixed rates to floating rates and mature in 2004. These
arrangements 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 December 31, 2002 was $3.2 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 $1.1 million pretax, or $0.03 per diluted share, were recorded as
reductions to interest expense for the year ended December 31, 2002. Net
interest differentials earned from the interest rate swaps reduced the Company's
average interest rate on long-term debt by 0.47 percentage points for the year
ended December 31, 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 12: INCOME TAXES
The net tax benefit of $3.9 million for the year ended December 31, 2002
resulted from a net loss before taxes and cumulative effect of change in
accounting principle (CECAP) of $19.8 million. The Company's effective tax rate
before asset impairment, severance and inventory obsolescence charges (Charges)
was 32.0%. This rate was adjusted to 19.6% because of valuation allowances
recorded against the foreign net operating loss carryforwards and deferred tax
assets resulting from the Charges. Earnings from foreign subsidiaries are
considered to be indefinitely reinvested and, accordingly, no provision for U.S.
federal and state income taxes has been made for these earnings. Upon
distribution of foreign subsidiary earnings the Company may be subject to U.S.
income taxes (subject to an adjustment for foreign tax credits) and withholding
taxes payable to the various foreign countries.
The Company is party to a Tax Sharing and Separation Agreement (Tax Agreement)
with its former owner, Cooper Industries, Inc. (Cooper). The Tax Agreement
requires the Company to pay Cooper most of the tax benefits resulting from basis
adjustments arising from the Company's initial public offering on October 6,
1993. The effect of the Tax Agreement is to put the Company in the same
financial position it would have been in had there been no increase in the tax
basis of the Company's
59
assets (except for a retained 10% benefit). The retained 10% benefit reduced
income tax expense for the years ended December 31, 2002, 2001 and 2000 by $1.2
million each year. Included in 2001 and 2000 taxes paid are $10.2 million and
$8.7 million, respectively, paid to Cooper in accordance with the Tax Agreement.
There were no payments to Cooper in 2002.
Years Ended December 31, 2002 2001 2000
- --------------------------------------------------------------------------------------------------
(in thousands)
Income/(loss) before taxes and CECAP:
United States operations $ 3,911 $ 31,546 $ 70,001
Foreign operations (23,689) 11,325 13,877
- --------------------------------------------------------------------------------------------------
$ (19,778) $ 42,871 $ 83,878
- --------------------------------------------------------------------------------------------------
Income tax expense/(benefit):
Currently payable/(receivable):
United States federal $ (729) $ 253 $ 17,600
United States state and local 489 (33) 3,596
Foreign (1,715) 1,798 3,120
- --------------------------------------------------------------------------------------------------
(1,955) 2,018 24,316
Deferred:
United States federal (491) 7,333 4,688
United States state and local (667) 1,132 294
Foreign (772) 1,179 1,737
- --------------------------------------------------------------------------------------------------
(1,930) 9,644 6,719
- --------------------------------------------------------------------------------------------------
Total income tax expense/(benefit) $ (3,885) $ 11,662 $ 31,035
- --------------------------------------------------------------------------------------------------
Years Ended December 31, 2002 2001 2000
- --------------------------------------------------------------------------------------------------
Effective income tax rate reconciliation:
United States federal statutory rate 35.0% 35.0% 35.0%
State and local income taxes .9 2.6 2.8
Foreign income tax rate differences and other (16.3) (5.1) (0.8)
Favorable resolution of prior-period
income tax contingency - (5.3) -
- --------------------------------------------------------------------------------------------------
Effective income tax rate 19.6% 27.2% 37.0%
- --------------------------------------------------------------------------------------------------
December 31, 2002 2001
- --------------------------------------------------------------------------------------
(in thousands)
Components of deferred income tax balances:
Deferred income tax liabilities, net:
Plant, equipment and intangibles $(86,687) $ (80,070)
- --------------------------------------------------------------------------------------
(86,687) (80,070)
- --------------------------------------------------------------------------------------
Deferred income tax assets:
Postretirement benefits 14,246 10,456
Reserves and accruals 17,416 7,078
Plant and equipment impairment 3,756 -
Net operating loss carryforwards 1,701 -
Valuation allowances (6,805) -
- --------------------------------------------------------------------------------------
30,314 17,534
- --------------------------------------------------------------------------------------
Net deferred income tax liability $(56,373) $ (62,536)
- --------------------------------------------------------------------------------------
60
December 31, 2002 2001
- ----------------------------------------------------------------------------------------------------------
(in thousands) CURRENT NONCURRENT TOTAL Current Noncurrent Total
- ----------------------------------------------------------------------------------------------------------
Deferred income tax
assets $15,097 $ 15,217 $ 30,314 $ 7,078 $ 10,456 $ 17,534
Deferred income tax
liabilities - (86,687) (86,687) - (80,070) (80,070)
- ----------------------------------------------------------------------------------------------------------
$15,097 $(71,470) $ (56,373) $ 7,078 $ (69,614) $ (62,536)
- ----------------------------------------------------------------------------------------------------------
Deferred income taxes have been established for differences in the basis of
assets and liabilities for financial statement and tax reporting purposes as
adjusted for the Tax Agreement with Cooper.
NOTE 13: RETIREMENT PLANS
Substantially all employees are covered by defined benefit or defined
contribution pension plans maintained by the Company. Annual contributions to
retirement plans equal or exceed the minimum funding requirements of applicable
local regulations. The assets of the pension plans are maintained in various
trusts and invested primarily in equity and fixed income securities and money
market funds.
Benefits provided to employees under defined contribution plans include cash
contributions by the Company based on either hours worked by the employee or a
percentage of the employee's compensation and in certain plans a partial
matching of employees' salary deferrals with Company common stock. Defined
contribution expense for the years ended December 31, 2002, 2001 and 2000 was
$4.9 million, $5.7 million and $6.2 million, respectively.
The Company sponsors an unfunded postretirement benefit plan (medical and life
insurance benefits) for employees who retired prior to 1989 (as well as certain
other employees who were near retirement and elected to receive certain
benefits). The net actuarial gain/(loss) in excess of a 10% corridor, the prior
service cost and the transition asset or obligation are being amortized over the
average remaining service period of active participants on a straight-line
basis.
61
The following table provides a reconciliation of the changes in the plans'
benefit obligations and fair value of assets over years ended December 31, 2002
and 2001, and a statement of the funded status as of December 31, 2002 and 2001:
PENSION BENEFITS OTHER BENEFITS
-------------------------------------------------
Years Ended December 31, 2002 2001 2002 2001
- -------------------------------------------------------------------------------------------------------------
(in thousands)
Change in benefit obligation:
Benefit obligation, beginning of year $(140,519) $(133,418) $ (18,215) $ (18,133)
Service cost (6,670) (5,942) (32) (31)
Interest cost (9,998) (8,815) (1,215) (1,300)
Plan participants' contributions (788) (481) (74) (64)
Amendments 12 - - 874
Actuarial gain/(loss) and other (4,138) 3,216 (65) (815)
Assumption changes (1,153) (3,511) (50) (583)
Plan change - 7 - -
Foreign currency exchange rate changes (9,307) 2,442 - -
Benefits paid 5,461 5,983 1,843 1,837
- -------------------------------------------------------------------------------------------------------------
Benefit obligation, end of year $(167,100) $(140,519) $ (17,808) $ (18,215)
- -------------------------------------------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets, beginning of $ 122,797 $ 136,450 $ - $ -
year
Actual return on plan assets (18,975) (8,555) - -
Employer contributions 8,046 2,476 1,769 1,773
Plan participant contributions 788 481 74 64
Foreign currency exchange rate changes 7,504 (2,072) - -
Benefits paid (5,293) (5,983) (1,843) (1,837)
- -------------------------------------------------------------------------------------------------------------
Fair value of plan assets, end of year $ 114,867 $ 122,797 $ - $ -
- -------------------------------------------------------------------------------------------------------------
Funded status:
Funded status $ (52,233) $ (17,722) $ (17,808) $ (18,215)
Unrecognized net actuarial (gain)/loss 43,189 6,463 7,908 8,173
Unrecognized prior service cost (222) (249) (832) (1,538)
- -------------------------------------------------------------------------------------------------------------
Accrued benefit cost $ (9,266) $ (11,508) $ (10,732) $ (11,580)
- -------------------------------------------------------------------------------------------------------------
Amounts recognized in the balance sheets
Prepaid benefit cost $ 5,828 $ 2,916 $ - $ -
Accrued benefit liability (39,302) (17,548) (10,732) (11,580)
Noncurrent deferred taxes 9,466 1,218 - -
Additional minimum pension liability 14,742 1,906 - -
- -------------------------------------------------------------------------------------------------------------
Net amount recognized $ (9,266) $ (11,508) $ (10,732) $ (11,580)
- -------------------------------------------------------------------------------------------------------------
The pension plans had projected benefit obligations in excess of plan assets.
The net unfunded status of these plans was $52.2 million and $17.7 million at
December 31, 2002 and 2001, respectively. The table below shows the components
of the net unfunded status of these plans:
PENSION BENEFITS OTHER BENEFITS
--------------------------------------------------------
December 31, 2002 2001 2002 2001
- --------------------------------------------------------------------------------------------------------
(in thousands)
Funded status of plans with projected benefit
Benefit obligation, end of year $ (167,100) $ (140,519) N/A N/A
Fair value of plan assets, end of year 114,867 122,797 N/A N/A
- --------------------------------------------------------------------------------------------------------
Net unfunded status $ (52,233) $ (17,722) N/A N/A
- --------------------------------------------------------------------------------------------------------
62
Certain plans also had accumulated benefit obligations in excess of plan assets
of $29.1 million and $6.3 million at December 31, 2002 and 2001, respectively. A
minimum pension liability adjustment is required when the actuarial present
value of accumulated benefits exceeds the fair value of plan assets and accrued
pension liabilities. As of December 31, 2002, the Company recorded a minimum
pension liability of $24.4 million with offsets to noncurrent deferred taxes,
other comprehensive income, and long-lived assets in the amounts of $9.5
million, $14.8 million, and $0.1 million, respectively.
PENSION BENEFITS OTHER BENEFITS
-------------------------------------------------------
December 31, 2002 2001 2002 2001
- ----------------------------------------------------------------------------------------------------------
(in thousands)
Weighted-average assumptions:
Discount rate 6.5% 6.9% 7.0% 7.0%
Expected return of plan assets 8.6% 8.8% N/A N/A
Rate of compensation increase 4.4% 4.4% N/A N/A
- ----------------------------------------------------------------------------------------------------------
For measurement purposes, a 9.5% gross health care trend rate was used for
benefits to be claimed in 2003. Trend rates were to decrease gradually to 5.5%
in 2010 and remain at this level beyond.
The change in benefit obligation for pension and other benefits attributable to
assumption changes for 2002 stems primarily from a decrease in the discount
rates used in the computation of such benefits, partially offset by a decrease
in the interest credit rate for the United States pension plan.
The change in benefit obligation for pension and other benefits attributable to
assumptions changes for 2001 stems from a decrease in the discount rate used in
the computation of such benefits for the United States pension plan.
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plan. A one percentage-point change in the assumed
health care cost trend rates would have the following effects on 2002 expense
and year-end liabilities:
(in thousands) 1% Increase 1% Decrease
- ----------------------------------------------------------------------------------------
Effect on total of service and interest cost components $ 70 $ (63)
Effect on postretirement benefit obligation $ 1,102 $ (995)
- ----------------------------------------------------------------------------------------
The following table provides the components of net periodic benefit costs for
the plans for the years ended December 31, 2002, 2001 and 2000:
PENSION BENEFITS OTHER BENEFITS
--------------------------------------------------------------------------------
Years Ended December 31, 2002 2001 2000 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------------------------
(in thousands)
Components of net periodic benefit cost:
Service cost $ 6,670 $ 5,942 $ 5,076 $ 32 $ 31 $ 29
Interest cost 9,998 8,815 8,726 1,215 1,300 1,125
Expected return on plan assets (12,681) (12,437) (12,273) - - -
Amortization of prior service cost (40) (30) (30) (706) (706) (619)
Net (gain)/loss recognition 61 (937) (1,062) 516 482 209
- ---------------------------------------------------------------------------------------------------------------------------
Net periodic benefit cost $ 4,008 $ 1,353 $ 437 $ 1,057 $ 1,107 $ 744
- ---------------------------------------------------------------------------------------------------------------------------
63
NOTE 14: STOCK COMPENSATION PLANS
The Company has two stock compensation plans--the Long-term Incentive Plan
(Incentive Plan) and the Employee Stock Purchase Plan (Stock Purchase Plan).
Incentive Plan
Under the Incentive Plan, certain employees of the Company are eligible to
receive awards in the form of stock options, stock appreciation rights,
restricted stock grants and performance shares. Under the Incentive Plan, 3.8
million shares of Company common stock were originally reserved for issuance.
Options to purchase stock are granted at not less than fair market value, become
exercisable in equal amounts on each of the first 3 anniversaries of the grant
date and expire 10 years from the grant date. As of December 31, 2002, options
to purchase approximately 2.0 million shares of Company common stock were
outstanding and vested.
The following table summarizes the Company's stock option activity and related
information for the years ended December 31, 2002, 2001, and 2000:
Years Ended December 31, 2002 2001 2000
- ------------------------------------------------------------------------------------------------------
(in thousands, except weighted WEIGHTED Weighted Weighted
average exercise price) AVERAGE Average Average
EXERCISE Exercise Exercise
OPTIONS PRICE Options Price Options Price
- ------------------------------------------------------------------------------------------------------
Outstanding at beginning of year 2,556 $ 26.33 2,243 $ 26.56 1,756 $ 27.60
Granted 341 21.06 442 28.10 622 21.89
Exercised (73) 17.51 (80) 17.66 (49) 18.03
Canceled (83) 27.69 (49) 26.29 (86) 24.52
- ------------------------------------------------------------------------------------------------------
Outstanding at end of year 2,741 $ 26.08 2,556 $ 26.33 2,243 $ 26.34
- ------------------------------------------------------------------------------------------------------
Exercisable at end of year 1,967 $ 27.27 1,636 $ 28.14 1,089 $ 29.18
- ------------------------------------------------------------------------------------------------------
The following table summarizes information about fixed stock options outstanding
at December 31, 2002:
(in thousands, except weighted
average amounts) Options Outstanding Options Exercisable
- ---------------------------------------------------------------------------------------------------------
Range of Weighted Average
Exercise Remaining Weighted Average Weighted Average
Prices Options Contractual Life Exercise Price Options Exercise Price
- ---------------------------------------------------------------------------------------------------------
$16 to 21 873 7.0 years $ 19.12 578 $ 18.24
21 to 27 1,042 7.4 years 23.64 563 22.99
27 to 32 251 3.1 years 30.67 251 30.67
32 to 37 64 4.2 years 35.19 64 35.19
37 to 42 511 5.0 years 39.55 511 39.55
- ---------------------------------------------------------------------------------------------------------
$16 to 42 2,741 6.4 years $ 26.08 1,967 $ 27.27
- ---------------------------------------------------------------------------------------------------------
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.
64
The following tables summarize the Company's restricted stock award activity and
related information for the years ended December 31, 2002 and 2001:
SHARES AND ACCUMULATED DIVIDENDS
- --------------------------------------------------------------------------------------------------
Years Ended December 31, 2002 2001
- --------------------------------------------------------------------------------------------------
ACCUMULATED Accumulated
(in thousands) SHARES DIVIDENDS Shares Dividends
- --------------------------------------------------------------------------------------------------
Outstanding at beginning of period 66 $ 13 - $ -
Granted 102 5 66 3
Issued - 27 - 10
Forfeited (13) (2) - -
- --------------------------------------------------------------------------------------------------
Outstanding at end of period 155 $ 43 66 $ 13
- --------------------------------------------------------------------------------------------------
COMPENSATION
- -----------------------------------------------------------------------------------------------------------
Years Ended December 31, 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 (221) (89) - -
Amortization--2001 awards (555) 555 (508) 508
Amortization--2002 awards (585) 585 - -
- -----------------------------------------------------------------------------------------------------------
Balance at end of period $ 2,014 $ 1,051 $ 1,233 $ 508
- -----------------------------------------------------------------------------------------------------------
At December 31, 2002, 317,810 shares of Company common stock were available for
future awards under the Incentive Plan.
Stock Purchase Plan
Under the Stock Purchase Plan, all full-time employees and part-time employees
who work 20 or more hours per week in Canada, Germany, the Netherlands and the
United States receive the right to purchase a specified amount of common stock
at the lesser of 85% of the fair market value on the offering date or 85% of the
fair market value on the exercise date. Under the Stock Purchase Plan, 1.3
million shares of common stock were originally reserved for issuance.
With respect to the 1999 offering of the Stock Purchase Plan, on December 7,
2001 the Company sold 182,199 shares to 754 employees at $17.32 per share using
existing treasury shares. With respect to the 2001 offering, on December 6, 2002
the Company sold 131,169 shares to 752 employees at $13.46 using existing
treasury shares. With respect to the 2002 offering, at December 31, 2002, 1,115
participating employees had rights to acquire up to 193,671 shares of common
stock at the lesser of $11.74 per share or 85% of the market price on the
exercise date of December 5, 2003. At December 31, 2002, 395 thousand shares of
Company common stock were available for future awards under the Stock Purchase
Plan.
NOTE 15: STOCKHOLDER RIGHTS PLAN
Under the Company's Stockholder Rights Plan, each share of common stock
generally has "attached" to it one preferred share purchase right. Each right,
when exercisable, entitles the holder to purchase 1/100th of a share of the
Company's Series A Junior Participating Preferred Stock at a purchase price of
$100. Each 1/100th of a share of Series A Junior Participating Preferred Stock
will be substantially
65
equivalent to one share of common stock and will be entitled to one vote, voting
together with the shares of common stock. The rights will become exercisable
only if, without the prior approval of the Board of Directors, a person or group
of persons acquires or announces the intention to acquire 15% or more of the
common stock. If the Company is acquired through a merger or other business
combination transaction, each right will entitle the holder to purchase $200
worth of the surviving company's common stock for $100 (subject to adjustment).
In addition, if a person or group of persons acquires 15% or more of the common
stock, each right not owned by the 15% or greater shareholder would permit the
holder to purchase $200 worth of common stock for $100 (subject to adjustment).
The rights are redeemable, at the option of the Company, at $.01 per right at
any time until ten business days after a person or group of persons acquires 15%
or more of the common stock. The rights expire on July 18, 2005.
NOTE 16: UNCONDITIONAL PURCHASE OBLIGATIONS
At December 31, 2002, the Company was not a party to any foreign currency
exchange contracts. At December 31, 2002, the Company was committed to purchase
approximately 11.0 million pounds of copper at an aggregate cost of $7.9
million. At December 31, 2002, there were unrealized losses of $0.2 million on
these commitments. The commitments mature as follows:
(in millions)
- ------------------------------
Quarter 1, 2003 $ 5.8
Quarter 2, 2003 2.1
Quarter 3, 2003 -
Quarter 4, 2003 -
Thereafter -
- ------------------------------
NOTE 17: OPERATING LEASES
Operating lease expense incurred primarily for office space and machinery and
equipment was $5.3 million, $4.5 million and $4.4 million in 2002, 2001 and
2000, respectively.
Minimum annual lease payments for noncancelable operating leases in effect at
December 31, 2002 are as follows:
(in thousands)
- ------------------------------
2003 $ 4,227
2004 2,921
2005 1,754
2006 833
2007 469
Thereafter 259
- ------------------------------
$ 10,463
- ------------------------------
66
NOTE 18: MINIMUM REQUIREMENTS CONTRACTS
The Company has a contractual ("take-or-pay") agreement with a Communications
segment customer that requires the customer to purchase minimum quantities of
product from the Company or pay the Company compensation according to
contractual terms through 2002.
- - During 2002, the customer did not make the minimum required purchases and
the Company was entitled to receive compensation according to the terms of
the agreement. As a result, the Company recorded $8.1 million in other
operating earnings that represented $9.5 million in "take-or-pay"
compensation net of a $1.4 million charge to write off inventory reserved
for the customer. This $9.5 million receivable as of December 31, 2002 was
paid in January 2003.
- - During 2001, the customer did not make the minimum required purchases and
the Company was entitled to receive compensation according to the terms of
the agreement. As a result, the Company recorded $8.3 million in other
operating earnings as "take-or-pay" compensation. This $8.3 million
receivable as of December 31, 2001 was paid in February 2002.
- - This contract terminated on December 31, 2002.
The Company has a second contractual ("sales incentive") agreement with the same
Communications segment customer that requires the customer to purchase
quantities of product from the Company generating at a minimum $3.0 million in
gross profit per annum or pay the Company compensation according to contractual
terms through 2005.
- - During 2002, the customer did not make the minimum required purchases and
the Company was entitled to receive compensation according to the terms of
the agreement. As a result, the Company recorded $3.0 million in other
operating earnings as "sales incentive" compensation. This $3.0 million
receivable as of December 31, 2002 was paid in January 2003.
- - In February 2002, the customer prepaid $1.5 million of "sales incentive"
compensation as required by the agreement. The Company recorded the $1.5
million received as deferred revenue in the financial statements.
NOTE 19: MAJOR CUSTOMERS, CONCENTRATIONS OF CREDIT AND FAIR VALUE OF FINANCIAL
INSTRUMENTS
Major Customers
The following table presents revenues generated from sales to the Company's two
major customers for the years ended December 31, 2002, 2001 and 2000.
YEARS ENDED DECEMBER 31, 2002 2001 2000
- -----------------------------------------------------------------------------------------------------------
PERCENT OF Percent of Percent of
TOTAL Total Total
(in thousands, except %data) AMOUNT(1) REVENUES Amount Revenues Amount Revenues
- -----------------------------------------------------------------------------------------------------------
Customer 1 $ 133,110 16% $ 107,312 11% $ 163,564 14%
Customer 2 93,505 11% 162,588 17% 142,401 12%
- -----------------------------------------------------------------------------------------------------------
(1) The Electronics segment earned 93% of the 2002 revenues generated from the
sale of products to Customer 1. The Communications segment earned the
remaining 7% of 2002 revenues generated from the sale of products to this
customer. The Communications segment earned 100% of the 2002 revenues
generated from the sale of products to Customer 2.
Concentrations of Credit
The Company sells its products to many customers in several markets across
multiple geographic areas. The ten largest customers, primarily the larger
distributors and communications companies, constitute in aggregate approximately
55% of revenues in both 2002 and 2001.
67
During 2002, the Company recorded total bad debt expense of $2.1 million. During
2001, the Company recorded total bad debt expense of $8.9 million. Included in
this amount was $8.4 million related to a single financially troubled VAR that
purchased Communications segment products. During 2000, the Company recorded
total bad debt expense of $5.9 million. Included in this amount was $5.1 million
related to a single failed North American distributor of Electronics segment
products.
In December 2002, the Company recorded a $12.5 million receivable related to
"take-or-pay" and "sales incentive" compensation due from a major private-label
customer. This receivable was outstanding at December 31, 2002; however, it was
paid in January 2003. In December 2001, the Company recorded an $8.3 million
receivable related to "take-or-pay" compensation due from a major private-label
customer. This receivable was outstanding at December 31, 2001; however, it was
paid in February 2002.
The following table reflects those receivables that represented the only
significant concentrations of credit to which the Company was exposed at
December 31, 2002 and 2001. Historically, these customers generally pay all
outstanding receivables within thirty to sixty days of invoice receipt.
December 31, 2002 2001
- -------------------------------------------------------------------------------------------------------------
PERCENT OF NET Percent of Net
(in thousands, except %data) AMOUNT RECEIVABLES Amount Receivables
- -------------------------------------------------------------------------------------------------------------
Customer 1 $ 12,412 11% $ 11,314 11%
Customer 2 6,147 6% 13,032 12%
- -------------------------------------------------------------------------------------------------------------
Total $ 18,559 17% $ 24,346 23%
- -------------------------------------------------------------------------------------------------------------
At December 31, 2002, the Company had receivables in the amount of $4.2 million
outstanding from a value-added reseller that purchases Communications segment
products on an ongoing basis. Historically, this customer generally pays all
outstanding receivables within thirty to sixty days of invoice receipt.
Fair Value of Financial Instruments
The Company's financial instruments consist primarily of cash and cash
equivalents, trade receivables, trade payables, debt instruments and interest
rate swap agreements. At December 31, 2002 and 2001, the book values of cash and
cash equivalents, trade receivables, trade payables and interest rate swap
agreements are considered representative of their respective fair values. The
book value of the Company's debt instruments at December 31, 2002 was $203.2
million. The fair value of the debt instruments at December 31, 2002 was
approximately $214.6 million estimated on a discounted cash flow basis using
current obtainable rates for similar financing.
NOTE 20: CONTINGENT LIABILITIES
Various claims are asserted against the Company in the ordinary course of
business including those pertaining to income tax examinations and product
liability, customer, vendor and patent matters. Based on facts currently
available, management believes that the disposition of the claims that are
pending or asserted will not have a materially adverse effect on the financial
position of the Company.
68
NOTE 21: INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION
The Company conducts its operations through two business segments--the
Electronics segment and the Communications segment. The Electronics segment
designs, manufactures and markets metallic and fiber optic wire and cable
products with industrial, networking, entertainment/OEM and communications
applications. These products are sold primarily through distributors. The
Communications segment designs, manufactures and markets metallic cable products
primarily with communications and networking applications. These products are
sold chiefly to Local Exchange Carriers (LECs) either directly or through
value-added resellers 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.
Business Segment Information
Year Ended December 31, 2002 ELECTRONICS COMMUNICATIONS OTHER CONSOLIDATED
- ---------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
REVENUES TO THIRD PARTIES $ 567,126 $ 246,222 $ - $ 813,348
INTERSEGMENT REVENUES 9,937 1,849 (11,786) -
DEPRECIATION & AMORTIZATION 25,847 13,538 266 39,651
OPERATING EARNINGS/(LOSS) 11,315 (6,857) (10,506) (6,048)
INTEREST EXPENSE - - 13,730 13,730
INCOME/(LOSS) BEFORE TAXES AND
CECAP 11,315 (6,857) (24,236) (19,778)
IDENTIFIABLE ASSETS 410,997 309,353 23,189 743,539
ACQUISITION OF PROPERTY, PLANT &
EQUIPMENT 18,584 22,595(1) 7 41,186
=========================================================================================================
(1) Includes $8,356 for acquired property, plant & equipment related to the
NORCOM acquisition.
Year Ended December 31, 2001 Electronics Communications Other Consolidated
- ---------------------------------------------------------------------------------------------------------
(in thousands)
Revenues to third parties $ 635,630 $ 332,739 $ - $ 968,369
Intersegment revenues 7,848 12,279 (20,127) -
Depreciation & amortization 27,142 12,884 266 40,292
Operating earnings/(loss) 61,925 6,283 (7,952) 60,256
Interest expense - - 18,585 18,585
Income/(loss) before taxes and
CECAP 63,125 6,283 (26,537) 42,871
Identifiable assets 422,355 285,718 14,617 722,690
Acquisition of property, plant &
equipment 19,902 17,168 2 37,072
=========================================================================================================
69
Year Ended December 31, 2000 Electronics Communications Other Consolidated
- ---------------------------------------------------------------------------------------------------------
(in thousands)
Revenues to third parties $ 808,337 $ 360,918 $ - $1,169,255
Intersegment revenues 6,508 28,488 (34,996) -
Depreciation & amortization 26,099 11,190 246 37,535
Operating earnings/(loss) 97,410 16,683 (10,108) 103,985
Interest expense - - 20,107 20,107
Income/(loss) before taxes and
CECAP 97,410 16,683 (30,215) 83,878
Identifiable assets 481,012 304,805 9,951 795,768
Acquisition of property, plant &
equipment 27,706 24,024(1) 319 52,049
=========================================================================================================
(1) Includes $17,919 for acquired property, plant & equipment related to the
Manchester acquisition.
Geographic Information
The following table identifies revenues by country based on the location of the
customer and long-lived assets by country based on physical location.
Years Ended December 31, 2002 2001 2000
- ------------------------------------------------------------------------------------------------------------------
PERCENT LONG- Percent Long- Percent Long-
COUNTRY & OF LIVED of Lived of Lived
REGION REVENUES REVENUE ASSETS Revenues Revenue Assets Revenues Revenue Assets
- ------------------------------------------------------------------------------------------------------------------
(in thousands)
UNITED STATES $512,420 63% $314,573 $642,464 66% $329,004 $ 800,717 68% $330,922
EUROPE 174,048 21% 91,599 204,342 21% 87,314 231,325 20% 85,769
REST OF WORLD 126,880 16% 23,618 121,563 13% 22,842 137,213 12% 24,504
- ------------------------------------------------------------------------------------------------------------------
TOTAL $813,348 100% $429,790 $968,369 100% $439,160 $1,169,255 100% $441,195
==================================================================================================================
NOTE 22: QUARTERLY OPERATING RESULTS (UNAUDITED)
2002 (BY QUARTER) 1 2 3 4
- ----------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
REVENUES $ 207,075 $ 207,689 $ 199,514 $ 199,070
GROSS PROFIT 32,473 36,545 33,969 20,025
OPERATING EARNINGS/(LOSS) 5,581 10,383 7,257 (29,269)
NET INCOME/(LOSS) 1,169 4,696 2,762 (24,520)
BASIC EARNINGS PER SHARE $ .05 $ .19 $ .11 $ (.99)
DILUTED EARNINGS PER SHARE $ .05 $ .19 $ .11 $ (.99)
==========================================================================================================
2001 (by quarter) 1 2 3 4
- -----------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
Revenues $ 259,482 $ 254,209 $ 243,436 $ 211,242
Gross profit 49,309 47,234 42,067 30,296
Operating earnings 21,086 19,584 6,204 3,382
Net income 11,215 9,595 3,761 6,387
Basic earnings per share $ 0.46 $ 0.39 $ 0.15 $ 0.26
Diluted earnings per share $ 0.45 $ 0.39 $ 0.15 $ 0.26
===========================================================================================================
70
NOTE 23: BUSINESS DIVESTITURES
In February 2001, the Company completed the sale of its 70% ownership interest
in MCTEC B.V. of Venlo, Netherlands (MCTEC) to STS Biopolymers Inc. The Company
received cash proceeds of approximately $1.4 million and recorded a gain as a
result of the transaction of approximately $1.2 million before tax or $0.8
million ($.03 per share--diluted) after tax. Operating earnings for MCTEC were
$0.3 million for 2000.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
71
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors is incorporated herein by reference to "Proposal
No. 1, Election of Directors," as described in the Proxy Statement. Information
regarding executive officers is set forth in Part I herein under the heading
"Executive Officers."
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to "Director Compensation," "Executive
Compensation" and "Stock Performance Graph," as described in the Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
Incorporated herein by reference to "Equity Compensation Plan Information,"
"Stock Ownership of Certain Beneficial Owners and Management," "Beneficial
Ownership Table of Directors, Nominees and Executive Officers" and "Beneficial
Ownership Table of Shareholders Owning more than Five Percent," as described in
the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. 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).
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 the most recent evaluation.
72
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
1. FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 2002
and December 31, 2001
Consolidated Income Statements for Each of the Three Years
in the Period Ended December 31, 2002
Consolidated Cash Flow Statements for Each of the Three Years
in the Period Ended December 31, 2002
Consolidated Stockholders' Equity Statements for Each of the
Three Years in the Period Ended December 31, 2002
Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
II - Valuation and Qualifying Accounts
All other financial statement schedules not included in this Annual
Report on Form 10-K have been omitted because they are not applicable.
3. EXHIBITS The following exhibits are filed herewith or incorporated
herein by reference. DOCUMENTS INDICATED BY AN ASTERISK (*) ARE FILED HEREWITH;
DOCUMENTS INDICATED BY A DOUBLE ASTERISK IDENTIFY EACH MANAGEMENT CONTRACT OR
COMPENSATORY PLAN. Documents not indicated by an asterisk are incorporated
herein by reference to the document indicated. References to (i) the
"Registration Statement" are to the Belden Inc. Registration Statement on Form
S-1, File Number 33-66830, (ii) the "Form 10-Q" are to the Belden Inc. Quarterly
Report on Form 10-Q for the Quarter ended September 30, 1993, File Number
1-12280, (iii) the "Form 8-A" are to the Belden Inc. Registration Statement on
Form 8-A filed with the Commission and effective on July 25, 1995, (iv) the
"Form 10-K 1995" are to the Belden Inc. Report on Form 10-K for 1995, File
Number 1-12280, (v) the "Form S-8" are to the Belden Inc. Registration Statement
on Form S-8, filed in connection with the Belden Inc. Non-Employee Director
Stock Plan, File Number 333-11071, (vi) the "Form 10-K 1997" are to the Belden
Inc. Report on Form 10-K for 1997, File Number 1-12280, (vii) the "Form 10-Q,
First Quarter, 1998" are to the Belden Inc. Quarterly Report on Form 10-Q for
the Quarter ended March 31, 1998, File Number 1-12280, (viii) the "Form 10-K
1999" are to the Belden Inc. Report on Form 10-K for 1999, File Number 1-12280,
(ix) the "Form 10-Q, First Quarter, 2000" are to the Belden Inc. Quarterly
Report on Form 10-Q for the Quarter ended March 31, 2000, File Number 1-12280,
(x) the "Form 10-Q, Second Quarter, 2000" are to the Belden Inc. Quarterly
Report on Form 10-Q for the Quarter ended June 30, 2000, File Number 1-12280,
(xi) the "Form 10-Q, Third Quarter, 2000" are to the Belden Inc. Quarterly
Report on Form 10-Q for the Quarter ended September 30, 2000, File Number
1-12280, (xii) the "Form 8-K, July 1999" are to the Belden Inc. Report on Form
8-K, filed with the Commission on July 12, 1999, (xiii) the "2000 Form S-8" are
to the Belden Inc. Registration Statement on Form S-8, filed in connection with
the Belden Inc. Long-
73
Term Incentive Plan, File Number 333-51088, (xiv) the "Form 10-Q, Second
Quarter, 2001" are to the Belden Inc. Quarterly Report on Form 10-Q for the
Quarter ended June 30, 2001, File Number 1-12280, (xv) the "Form 10-Q, Third
Quarter, 2001" are to the Belden Inc. Quarterly Report on Form 10-Q for the
Quarter ended September 30, 2001, File Number 1-12280, (xvi) the "Amendment to
Form S-8" are to the Belden Inc. Post-Effective Amendment No. 2 of Registration
Statement on Form S-8, filed in connection with the Belden Inc. Employee Stock
Purchase Plan, as amended and restated as of August 15, 2001, File Number
033-66830, (xvii) the "2001 Form S-8" are to the Belden Inc. Registration
Statement on Form S-8, filed in connection with the Belden U.K. Employee Share
Ownership Plan, File Number 333-75350, (xviii) the "Form 10-K 2001" are to the
Belden Inc. Report on Form 10-K for 2001, File Number 1-12280, (xix) the "Form
10-Q, First Quarter, 2002" are to the Belden Inc. Quarterly Report on Form 10-Q
for the Quarter ended March 31, 2002, File Number 1-12280, and (xx) the "Form
8-K, December 2002" are to the Belden Inc. Report on Form 8-K, filed with the
Commission on December 23, 2002.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated May 21, 1999, among Belden
Inc., Ashes Merger Corp., Cable Systems Holding Company, Cable
Systems Holding, LLC, Citicorp Venture Capital, Ltd. and the
other Ultimate Owners (Exhibit 2 to Form 8-K, July 1999)
3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to
Registration Statement)
3.2 Bylaws of the Company (Exhibit 3.2 to Registration Statement)
4.1 Specimen Common Stock Certificate (Exhibit 4.1 to Form 10-K 1995)
4.2 Amendment to Specimen Common Stock Certificate (Exhibit 4.2 to
Form 10-K 1997)
4.3 Rights Agreement, dated as of July 6, 1995, between Belden Inc.
and First Chicago Trust Company of New York, as Rights Agent;
Mellon Investor Services LLC has superseded First Chicago Trust
Company of New York as Rights Agent (Exhibit 1 to Form 8-A)
4.4 Note Purchase Agreement, dated as of August 1, 1997, providing
for up to $200,000,000 aggregate principal amount of Senior Notes
issuable in series, with an initial series of Senior Notes in the
aggregate principal amount of $75,000,000, between Belden Inc. as
issuer and, as purchasers, Aid Association for Lutherans; Mutual
of Omaha Insurance Company; United of Omaha Life Insurance
Company; Nationwide Mutual Insurance Company; State Farm Life
Insurance Company; Principal Mutual Life Insurance Company;
Nippon Life Insurance Company of America; and Cudd and Company
(Exhibit 4.4 to Form 10-K 1997)
4.5 First Amendment to Note Purchase Agreement listed above as
Exhibit 4.4, dated as of September 1, 1999 (Exhibit 4.5 to Form
10-K 1999)
4.6 Amended and Restated Series 1997-A Guaranty of Belden Wire &
Cable Company and Cable Systems International Inc. (now Belden
Communications Company) dated as of September 1, 1999, pertaining
to the First Amendment to Note Purchase Agreement listed above as
Exhibit 4.5 (Exhibit 4.6 to Form 10-K 1999)
4.7 Note Purchase Agreement, dated as of September 1, 1999, providing
for $125,000,000 aggregate principal amount of Senior Notes
issuable in series, with three series of Senior Notes in the
principal amounts of $64,000,000, $44,000,000, and $17,000,000,
respectively, between Belden Inc. as issuer and, as purchasers,
Principal Life Insurance Company, Commercial Union Life Insurance
Company of America, State Farm Life Insurance Company, State Farm
Life and Accident Assurance Company, Allstate Life
74
Insurance Company, The Travelers Insurance Company, Primerica
Life Insurance Company, First Trenton Indemnity Company, United
of Omaha Life Insurance Company, American United Life Insurance
Company, The State Life Insurance Company, Salkeld and Company,
CIG and Company, Ameritas Variable Life Insurance Company,
Ameritas Life Insurance Corporation, The Canada Life Assurance
Company, Canada Life Insurance Company of America, Canada Life
Insurance Company of New York, Modern Woodmen of America, Woodmen
Accident and Life Company, Swanbird and Company and Clarica Life
Insurance Company (Exhibit 4.7 to Form 10-K 1999)
4.8 Guaranty of Belden Wire & Cable Company and Cable Systems
International Inc. (now Belden Communications Company) dated as
of September 1, 1999, pertaining to the Note Purchase Agreement
listed above as Exhibit 4.7 (Exhibit 4.8 to Form 10-K 1999)
10.1 Asset Transfer Agreement by and between Cooper Industries, Inc.
and Belden Wire & Cable Company, with schedules and exhibits
thereto (Exhibit 10.1 to Form 10-Q)
10.2 Canadian Asset Transfer Agreement by and between Cooper
Industries (Canada) Inc. and Belden (Canada) Inc. (Exhibit 10.11
to Form 10-Q)
10.3 Trademark License Agreement by and between Belden Wire & Cable
Company and Cooper Industries, Inc. (Exhibit 10.2 to Form 10-Q)
10.4 Stock Agreement by and between Cooper Industries, Inc. and Belden
Inc. (Exhibit 10.4 to Form 10-Q)
10.5 Tax Sharing and Separation Agreement by and among Belden Inc.,
Cooper Industries, Inc., and Belden Wire & Cable Company (Exhibit
10.6 to Form 10-Q)
**10.6 Non-Employee Director Stock Plan (Exhibit 4.5 to Form S-8)
**10.7 Amendment to Non-Employee Director Stock Plan (Exhibit 10.7
to Form 10-K 1999)
**10.8 Change of Control Employment Agreements, dated as of July 31,
2001, between Belden Inc. and each of C. Baker Cunningham,
Richard K. Reece, Peter J. Wickman, Cathy O. Staples and Kevin L.
Bloomfield (Exhibit 10.1 to Form 10-Q, Third Quarter, 2001)
**10.9 Change of Control Employment Agreement, dated as of April
15, 2002, between Belden Inc. and D. Larrie Rose, and Change of
Control Employment Agreement, dated as of May 13, 2002, between
Belden Inc. and Robert W. Matz (Exhibit 10.5 to Form 8-K,
December 2002)
* ** 10.10 Change of Control Employment Agreement, dated as of
February 17, 2003, between Belden Inc. and Stephen H. Johnson
** 10.11 Letter Agreement dated April 15, 2002 between Belden Inc.
and Richard K. Reece (Exhibit 10.4 to Form 8-K, December 2002)
** 10.12 Trust Agreement ("Rabbi Trust"), dated January 1, 1998,
between Belden Wire & Cable Company and Bankers Trust Company
(Exhibit 10.8 to Form 10-K 1997)
** 10.13 Belden Inc. Long-Term Incentive Plan (Exhibit 4.6 to 2000
Form S-8)
* ** 10.14 Belden Inc. Long-Term Cash Performance Plan
* ** 10.15 Belden Inc. Annual Cash Incentive Plan
* 10.16 Belden Wire & Cable Company Retirement Savings Plan
** 10.17 Belden Inc. Employee Stock Purchase Plan, as amended and
restated as of August 15, 2001 (Exhibit 99.1 to
Amendment to Form S-8)
10.18 Belden U.K. Employee Share Ownership Plan (Exhibit 4.6 to 2001
Form S-8)
** 10.19 Belden Wire & Cable Company Supplemental Excess Defined
Benefit Plan, as amended and restated as of January 1, 1998
(Exhibit 10.14 to Form 10-K 2001)
** 10.20 First Amendment to Belden Wire & Cable Company Supplemental
Excess Defined Benefit Plan (Exhibit 10.15 to Form 10-K 2001)
75
* ** 10.21 Second Amendment to Belden Wire & Cable Company Supplemental
Excess Defined Benefit Plan
** 10.22 Belden Wire & Cable Company Supplemental Excess Defined
Contribution Plan, as amended and restated as of January 1, 1998
(Exhibit 10.16 to Form 10-K 2001)
** 10.23 First Amendment to Belden Wire & Cable Company Supplemental
Excess Defined Contribution Plan (Exhibit 10.17 to Form 10-K
2001)
* ** 10.24 Second Amendment to Belden Wire & Cable Company Supplemental
Excess Defined Contribution Plan
** 10.25 Indemnification Agreements entered into between Belden Inc. and
each of its directors and executive officers as of October 6,
1993 (Exhibit 10.10 to Form 10-Q)
** 10.26 Indemnification Agreements between Belden Inc. and each of
Christopher I. Byrnes and Bernard G. Rethore dated as of November
14, 1995 and February 27, 1997, respectively (Exhibit 10.15 to
Form 10-K 1997)
** 10.27 Indemnification Agreement, dated as of August 16, 1997,
between Belden Inc. and Cathy O. Staples (Exhibit 10.2 to Form
10-Q, First Quarter, 1998)
** 10.28 Indemnification Agreements, dated as of May 4, 2000, between
Belden Inc. and each of John M. Monter and Whitson Sadler
(Exhibit 10.1 to Form 10-Q, First Quarter, 2000)
** 10.29 Indemnification Agreement, dated as of July 3, 2000, between
Belden Inc. and Stephen H. Johnson (Exhibit 10.1 to Form 10-Q,
Second Quarter, 2000)
** 10.30 Indemnification Agreement, dated as of August 17, 2000, between
Belden Inc. and Arnold W. Donald (Exhibit 10.1 to Form 10-Q,
Third Quarter, 2000)
** 10.31 Indemnification Agreement, dated as of July 23, 1999, between
Belden Inc. and Robert W. Matz (Exhibit 10.6 to Form 8-K,
December 2002)
10.32 Credit Agreement, dated as of June 21, 2001, among Belden Inc.;
Wachovia Bank, N.A.; SunTrust Bank; U.S. Bank National
Association; ING Bank N.V., Venlo Branch; Comerica Bank; The
Northern Trust Company and Mizuho Corporate Bank, Ltd. (Exhibit
10.1 to Form 10-Q, Second Quarter, 2001)
10.33 First Amendment to Credit Agreement dated as of October 31, 2001
(Exhibit 10.26 to Form 10-K 2001)
10.34 Second Amendment to Credit Agreement dated as of February 28,
2002 (Exhibit 10.1 to Form 10-Q, First Quarter, 2002)
10.35 Third Amendment to Credit Agreement dated as of September 9, 2002
(Exhibit 10.1 to Form 8-K, December 2002)
10.36 Fourth Amendment to Credit Agreement dated as of September 27,
2002 (Exhibit 10.2 to Form 8-K, December 2002)
10.37 Fifth Amendment to Credit Agreement dated as of December 20, 2002
(Exhibit 10.3 to Form 8-K, December 2002)
10.38 Guaranty Agreement of Belden Communications Company and Belden
Wire & Cable Company dated as of June 21, 2001, pertaining to the
Credit Agreement listed above as Exhibit 10.32 (Exhibit 10.27 to
Form 10-K 2001)
10.39 First Amendment to Guaranty Agreement dated as of February 28,
2002 (Exhibit 10.2 to Form 10-Q, First Quarter, 2002)
* 21.1 List of Subsidiaries of Belden Inc.
* 23.1 Consent of Ernst & Young LLP
* 24.1 Powers of Attorney from Members of the Board of Directors of
Belden Inc.
* 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
* 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
76
Copies of the above Exhibits are available to shareholders at a charge of $.25
per page, minimum order of $10.00. Direct requests to:
Belden Inc., Attention: Secretary
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(b) REPORTS ON FORM 8-K. One report on Form 8-K was filed during the last
quarter of 2002. Such report on Form 8-K was dated and filed December 23,
2002, and the only item reported was Item 7 (Financial Statements and
Exhibits), which set forth certain exhibits.
77
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS DEDUCTIONS
----------------------------------------
CHARGED TO
BEGINNING COSTS AND ENDING
(in thousands) BALANCE EXPENSES ACQUISITIONS WRITE OFFS BALANCE
- -------------------------------------------------------------------------------------------------------------
Year Ended December 31, 2000
Allowance for doubtful accounts $ 1,267 $ 5,715 $ 18 $ 328 $ 6,672
-----------------------------------------------------------------
Inventory obsolescence and other reserves $ 4,449 $ 5,936 $ 2,839 $ 2,409 $ 10,815
-----------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Year Ended December 31, 2001
Allowance for doubtful accounts $ 6,672 $ 9,287 $ - $ 610 $ 15,349
-----------------------------------------------------------------
Inventory obsolescence and other reserves $ 10,815 $ 5,928 $ - $ 6,310 $ 10,433
-----------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Year Ended December 31, 2002
ALLOWANCE FOR DOUBTFUL ACCOUNTS $ 15,349 $ 2,268 $ - $ 14,140 $ 3,477
-----------------------------------------------------------------
INVENTORY OBSOLESCENCE AND OTHER
RESERVES $ 10,433 $ 9,545 $ 3,527 $ 4,995 $ 18,510
-----------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
78
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BELDEN INC.
By /s/ C. BAKER CUNNINGHAM
----------------------------------
C. Baker Cunningham
Chairman of the Board, President,
Date: March 11, 2003 Chief Executive Officer & Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
/s/ C. BAKER CUNNINGHAM President, Chairman of the Board March 11, 2003
- ----------------------------- Chief Executive Officer and Director
C. Baker Cunningham
/s/ RICHARD K. REECE Vice President, Finance, March 11, 2003
- ----------------------------- and Chief Financial Officer
Richard K. Reece (Mr. Reece also is the Company's
Chief Accounting Officer)
/s/ LORNE D. BAIN* Director March 11, 2003
- -----------------------------
Lorne D. Bain
/s/ JOHN M. MONTER* Director March 11, 2003
- -----------------------------
John M. Monter
/s/ WHITSON SADLER* Director March 11, 2003
- -----------------------------
Whitson Sadler
/s/ BERNARD G. RETHORE* Director March 11, 2003
- -----------------------------
Bernard G. Rethore
/s/ ARNOLD W. DONALD* Director March 11, 2003
- -----------------------------
Arnold W. Donald
/s/ CHRISTOPHER I. BYRNES* Director March 11, 2003
- -----------------------------
Christopher I. Byrnes
/s/ C. BAKER CUNNINGHAM
- -----------------------------------------
*By C. Baker Cunningham, Attorney-in-fact
79
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, C. Baker Cunningham, certify that:
1. I have reviewed this annual report on Form 10-K of Belden Inc.;
2. Based on my knowledge, this annual 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 the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operation and cash flows of
the registrant as of, and for, the periods presented in this annual 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 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 annual 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
annual report (the "Evaluation Date"); and
c) Presented in this annual 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 registrant's board of directors:
a) All significant deficiencies in the design or operation of internal
controls 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 weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
March 11, 2003
/s/ C. BAKER CUNNINGHAM
------------------------------------------
C. Baker Cunningham
Chairman of the Board, President and Chief
Executive Officer
80
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Richard K. Reece, certify that:
1. I have reviewed this annual report on Form 10-K of Belden Inc.;
2. Based on my knowledge, this annual 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 the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operation and cash flows of
the registrant as of, and for, the periods presented in this annual 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 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 annual 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
annual report (the "Evaluation Date"); and
c) Presented in this annual 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 registrant's board of directors:
a) All significant deficiencies in the design or operation of internal
controls 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 weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
March 11, 2003
/s/ RICHARD K. REECE
---------------------------------------------------
Richard K. Reece
Vice President, Finance and Chief Financial Officer
81
INDEX TO EXHIBITS
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated May 21, 1999, among
Belden Inc., Ashes Merger Corp., Cable Systems Holding Company,
Cable Systems Holding, LLC, Citicorp Venture Capital, Ltd. and
the other Ultimate Owners (Exhibit 2 to Form 8-K, July 1999)
3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to
Registration Statement)
3.2 Bylaws of the Company (Exhibit 3.2 to Registration Statement)
4.1 Specimen Common Stock Certificate (Exhibit 4.1 to Form 10-K
1995)
4.2 Amendment to Specimen Common Stock Certificate (Exhibit 4.2
to Form 10-K 1997)
4.3 Rights Agreement, dated as of July 6, 1995, between Belden
Inc. and First Chicago Trust Company of New York, as Rights
Agent; Mellon Investor Services LLC has superseded First Chicago
Trust Company of New York as Rights Agent (Exhibit 1 to Form 8-A)
4.4 Note Purchase Agreement, dated as of August 1, 1997,
providing for up to $200,000,000 aggregate principal amount of
Senior Notes issuable in series, with an initial series of Senior
Notes in the aggregate principal amount of $75,000,000, between
Belden Inc. as issuer and, as purchasers, Aid Association for
Lutherans; Mutual of Omaha Insurance Company; United of Omaha
Life Insurance Company; Nationwide Mutual Insurance Company;
State Farm Life Insurance Company; Principal Mutual Life
Insurance Company; Nippon Life Insurance Company of America; and
Cudd and Company (Exhibit 4.4 to Form 10-K 1997)
4.5 First Amendment to Note Purchase Agreement listed above as
Exhibit 4.4, dated as of September 1, 1999 (Exhibit 4.5 to Form
10-K 1999)
4.6 Amended and Restated Series 1997-A Guaranty of Belden Wire &
Cable Company and Cable Systems International Inc. (now Belden
Communications Company) dated as of September 1, 1999, pertaining
to the First Amendment to Note Purchase Agreement listed above as
Exhibit 4.5 (Exhibit 4.6 to Form 10-K 1999)
4.7 Note Purchase Agreement, dated as of September 1, 1999,
providing for $125,000,000 aggregate principal amount of Senior
Notes issuable in series, with three series of Senior Notes in
the principal amounts of $64,000,000, $44,000,000, and
$17,000,000, respectively, between Belden Inc. as issuer and, as
purchasers, Principal Life Insurance Company, Commercial Union
Life Insurance Company of America, State Farm Life Insurance
Company, State Farm Life and Accident Assurance Company, Allstate
Life Insurance Company, The Travelers Insurance Company,
Primerica Life Insurance Company, First Trenton Indemnity
Company, United of Omaha Life Insurance Company, American United
Life Insurance Company, The State Life Insurance Company, Salkeld
and Company, CIG and Company, Ameritas Variable Life Insurance
Company, Ameritas Life Insurance Corporation, The Canada Life
Assurance Company, Canada Life Insurance Company of America,
Canada Life Insurance Company of New York, Modern Woodmen of
America, Woodmen Accident and Life Company, Swanbird and Company
and Clarica Life Insurance Company (Exhibit 4.7 to Form 10-K
1999)
4.8 Guaranty of Belden Wire & Cable Company and Cable Systems
International Inc. (now Belden Communications Company) dated as
of September 1, 1999, pertaining to the Note Purchase Agreement
listed above as Exhibit 4.7 (Exhibit 4.8 to Form 10-K 1999)
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10.1 Asset Transfer Agreement by and between Cooper Industries, Inc.
and Belden Wire & Cable Company, with schedules and exhibits
thereto (Exhibit 10.1 to Form 10-Q)
10.2 Canadian Asset Transfer Agreement by and between Cooper
Industries (Canada) Inc. and Belden (Canada) Inc. (Exhibit 10.11
to Form 10-Q)
10.3 Trademark License Agreement by and between Belden Wire & Cable
Company and Cooper Industries, Inc. (Exhibit 10.2 to Form 10-Q)
10.4 Stock Agreement by and between Cooper Industries, Inc. and
Belden Inc. (Exhibit 10.4 to Form 10-Q)
10.5 Tax Sharing and Separation Agreement by and among Belden Inc.,
Cooper Industries, Inc., and Belden Wire & Cable Company
(Exhibit 10.6 to Form 10-Q)
** 10.6 Non-Employee Director Stock Plan (Exhibit 4.5 to Form S-8)
** 10.7 Amendment to Non-Employee Director Stock Plan (Exhibit 10.7 to
Form 10-K 1999)
** 10.8 Change of Control Employment Agreements, dated as of July
31, 2001, between Belden Inc. and each of C. Baker Cunningham,
Richard K. Reece, Peter J. Wickman, Cathy O. Staples and Kevin L.
Bloomfield (Exhibit 10.1 to Form 10-Q, Third Quarter, 2001)
** 10.9 Change of Control Employment Agreement, dated as of April
15, 2002, between Belden Inc. and D. Larrie Rose, and Change of
Control Employment Agreement, dated as of May 13, 2002, between
Belden Inc. and Robert W. Matz (Exhibit 10.5 to Form 8-K,
December 2002)
* ** 10.10 Change of Control Employment Agreement, dated as of February 17,
2003, between Belden Inc. and Stephen H. Johnson
** 10.11 Letter Agreement dated April 15, 2002 between Belden Inc. and
Richard K. Reece (Exhibit 10.4 to Form 8-K, December 2002)
** 10.12 Trust Agreement ("Rabbi Trust"), dated January 1, 1998, between
Belden Wire & Cable Company and Bankers Trust Company (Exhibit
10.8 to Form 10-K 1997)
** 10.13 Belden Inc. Long-Term Incentive Plan (Exhibit 4.6 to 2000
Form S-8)
* ** 10.14 Belden Inc. Long-Term Cash Performance Plan
* ** 10.15 Belden Inc. Annual Cash Incentive Plan
* 10.16 Belden Wire & Cable Company Retirement Savings Plan
** 10.17 Belden Inc. Employee Stock Purchase Plan, as amended and restated
as of August 15, 2001 (Exhibit 99.1 to Amendment to Form S-8)
10.18 Belden U.K. Employee Share Ownership Plan (Exhibit 4.6 to 2001
Form S-8)
** 10.19 Belden Wire & Cable Company Supplemental Excess Defined Benefit
Plan, as amended and restated as of January 1, 1998 (Exhibit
10.14 to Form 10-K 2001)
** 10.20 First Amendment to Belden Wire & Cable Company Supplemental
Excess Defined Benefit Plan (Exhibit 10.15 to Form 10-K 2001)
* ** 10.21 Second Amendment to Belden Wire & Cable Company Supplemental
Excess Defined Benefit Plan
** 10.22 Belden Wire & Cable Company Supplemental Excess Defined
Contribution Plan, as amended and restated as of January 1, 1998
(Exhibit 10.16 to Form 10-K 2001)
** 10.23 First Amendment to Belden Wire & Cable Company Supplemental
Excess Defined Contribution Plan (Exhibit 10.17 to Form 10-K
2001)
* ** 10.24 Second Amendment to Belden Wire & Cable Company Supplemental
Excess Defined Contribution Plan
** 10.25 Indemnification Agreements entered into between Belden Inc. and
each of its directors and executive officers as of October 6,
1993 (Exhibit 10.10 to Form 10-Q)
** 10.26 Indemnification Agreements between Belden Inc. and each of
Christopher I. Byrnes and Bernard G. Rethore dated as of
November 14, 1995 and February 27, 1997, respectively (Exhibit
10.15 to Form 10-K 1997)
83
** 10.27 Indemnification Agreement, dated as of August 16, 1997, between
Belden Inc. and Cathy O. Staples (Exhibit 10.2 to Form 10-Q,
First Quarter, 1998)
** 10.28 Indemnification Agreements, dated as of May 4, 2000, between
Belden Inc. and each of John M. Monter and Whitson Sadler
(Exhibit 10.1 to Form 10-Q, First Quarter, 2000)
** 10.29 Indemnification Agreement, dated as of July 3, 2000, between
Belden Inc. and Stephen H. Johnson (Exhibit 10.1 to Form 10-Q,
Second Quarter, 2000)
** 10.30 Indemnification Agreement, dated as of August 17, 2000, between
Belden Inc. and Arnold W. Donald (Exhibit 10.1 to Form 10-Q,
Third Quarter, 2000)
** 10.31 Indemnification Agreement, dated as of July 23, 1999, between
Belden Inc. and Robert W. Matz (Exhibit 10.6 to Form 8-K,
December 2002)
10.32 Credit Agreement, dated as of June 21, 2001, among Belden
Inc.; Wachovia Bank, N.A.; SunTrust Bank; U.S. Bank National
Association; ING Bank N.V., Venlo Branch; Comerica Bank; The
Northern Trust Company and Mizuho Corporate Bank, Ltd. (Exhibit
10.1 to Form 10-Q, Second Quarter, 2001)
10.33 First Amendment to Credit Agreement dated as of October 31,
2001 (Exhibit 10.26 to Form 10-K 2001)
10.34 Second Amendment to Credit Agreement dated as of February 28,
2002 (Exhibit 10.1 to Form 10-Q, First Quarter, 2002)
10.35 Third Amendment to Credit Agreement dated as of September
9, 2002 (Exhibit 10.1 to Form 8-K, December 2002)
10.36 Fourth Amendment to Credit Agreement dated as of September 27,
2002 (Exhibit 10.2 to Form 8-K, December 2002)
10.37 Fifth Amendment to Credit Agreement dated as of December 20, 2002
(Exhibit 10.3 to Form 8-K, December 2002)
10.38 Guaranty Agreement of Belden Communications Company and Belden
Wire & Cable Company dated as of June 21, 2001, pertaining to the
Credit Agreement listed above as Exhibit 10.32 (Exhibit 10.27 to
Form 10-K 2001)
10.39 First Amendment to Guaranty Agreement dated as of February 28,
2002 (Exhibit 10.2 to Form 10-Q, First Quarter, 2002)
* 21.1 List of Subsidiaries of Belden Inc.
* 23.1 Consent of Ernst & Young LLP
* 24.1 Powers of Attorney from Members of the Board of Directors of
Belden Inc.
* 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
* 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
* Filed herewith. Documents not indicated by an asterisk (*) are incorporated
herein by reference.
84