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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
Commission File Number 1-12280
BELDEN INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0412617
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7701 FORSYTH BOULEVARD, SUITE 800
ST. LOUIS, MISSOURI 63105
(Address of Principal Executive Offices and Zip Code)
(314) 854-8000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirement for the past 90 days.
Yes |X| No | |
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes |X| No | |
Number of shares outstanding of the issuer's Common Stock, par value $.01
per share, as of May 13, 2003: 25,333,274 shares
================================================================================
Exhibit Index on Page 27 Page 1 of 30
-1-
PART I FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
MARCH 31, December 31,
2003 2002
--------- -----------
(in thousands) (UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents $ 30,901 $ 19,409
Receivables 111,006 109,180
Inventories 157,540 159,817
Income taxes receivable 1,945 2,428
Deferred income taxes 15,392 15,097
Other current assets 6,143 7,818
--------- ---------
Total current assets 322,927 313,749
Property, plant and equipment, less accumulated depreciation 333,406 337,196
Goodwill and other intangibles, less accumulated amortization 79,553 79,588
Other long-lived assets 8,727 13,006
--------- ---------
$ 744,613 $ 743,539
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 127,512 $ 124,968
Income taxes payable -- --
--------- ---------
Total current liabilities 127,512 124,968
Long-term debt 202,648 203,242
Postretirement benefits other than pensions 10,646 10,732
Deferred income taxes 71,835 71,470
Other long-term liabilities 26,630 25,932
Stockholders' equity
Preferred stock -- --
Common stock 262 262
Additional paid-in capital 40,035 40,917
Retained earnings 299,340 302,900
Accumulated other comprehensive loss (17,521) (17,859)
Unearned deferred compensation (2,908) (2,014)
Treasury stock (13,866) (17,011)
--------- ---------
Total stockholders' equity 305,342 307,195
--------- ---------
$ 744,613 $ 743,539
========= =========
See accompanying notes
-2-
CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
Three Months Ended March 31, 2003 2002
--------- ---------
(in thousands, except per share data)
Revenues $ 196,309 $ 207,075
Cost of sales 169,277 174,602
--------- ---------
Gross profit 27,032 32,473
Selling, general and administrative expenses 27,198 26,892
--------- ---------
Operating earnings/(loss) (166) 5,581
Interest expense 3,214 3,836
--------- ---------
Income/(loss) before taxes (3,380) 1,745
Income tax (benefit)/expense (1,082) 576
--------- ---------
Net income/(loss) $ (2,298) $ 1,169
========= =========
Basic average shares outstanding 25,193 24,707
Basic earnings/(loss) per share $ (.09) $ .05
========= =========
Diluted average shares outstanding 25,193 24,983
Diluted earnings/(loss) per share $ (.09) $ .05
========= =========
Dividends declared per share $ .05 $ .05
See accompanying notes.
-3-
CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)
Three Months Ended March 31, 2003 2002
-------- --------
(in thousands)
Cash flows from operating activities
Net income/(loss) $ (2,298) $ 1,169
Adjustments to reconcile net income/(loss) to net cash provided by operating
activities
Depreciation and amortization 9,142 9,743
Asset impairment charges 23 --
Deferred income tax provision -- --
Retirement savings plan contributions 959 --
Amortization of unearned deferred compensation 350 228
Changes in operating assets and liabilities (1)
Receivables 1,758 (12,104)
Inventories 3,942 (1,124)
Accounts payable and accrued liabilities (146) 24,261
Current and deferred income taxes, net 629 13,100
Other assets and liabilities, net 2,299 (1,520)
-------- --------
Net cash provided by operating activities 16,658 33,753
Cash flows from investing activities
Capital expenditures (4,202) (7,890)
Proceeds from disposal of long-lived assets 55 25
-------- --------
Net cash used for investing activities (4,147) (7,865)
Cash flows from financing activities
Net payments under long-term credit facility and credit agreements -- (15,891)
Proceeds from employee stock purchase plan settlement 60 --
Proceeds from exercise of stock options -- 589
Cash dividends paid (1,262) (1,252)
-------- --------
Net cash used for financing activities (1,202) (16,554)
Effect of exchange rate changes on cash and cash equivalents 183 (57)
-------- --------
Increase in cash and cash equivalents 11,492 9,277
Cash and cash equivalents, beginning of period 19,409 2,799
-------- --------
Cash and cash equivalents, end of period $ 30,901 $ 12,076
======== ========
Supplemental cash flow information
Income tax refunds received $ 2,034 $ 14,578
Income taxes paid (293) (1,314)
Interest paid, net of amount capitalized (7,394) (7,335)
======== ========
See accompanying notes.
(1) Net of the effects of exchange rate changes and acquired businesses.
-4-
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
Accumulated
Unearned Other
Common Paid-In Retained Treasury Deferred Comprehensive
Stock Capital Earnings Stock Compensation Loss Total
----- ------- -------- -------- ------------ ------------- -----
(in thousands)
Balance at December 31, 2001 $262 $43,773 $323,671 ($25,603) ($1,233) ($26,625) $314,245
Net income 1,169 1,169
Foreign currency translation adjustments (601) (601)
Unrealized loss on derivative instruments 245 245
---------
Comprehensive income 813
Issuance of treasury stock
Exercise of stock options (308) 897 589
Stock compensation (485) 2,468 (1,983) -
Employee stock purchase plan 31 (88) (57)
Amortization of unearned deferred compensation 228 228
Cash dividends ($.05 per share) (1,252) (1,252)
---- ------- -------- -------- ------- -------- --------
Balance at March 31, 2002 $262 $43,011 $323,588 ($22,326) ($2,988) ($26,981) $314,566
==== ======= ======== ======== ======= ======== ========
Balance at December 31, 2002 $262 $40,917 $302,900 ($17,011) ($2,014) ($17,859) $307,195
Net loss (2,298) (2,298)
Foreign currency translation adjustments 402 402
Minimum pension liability adjustments (64) (64)
---------
Comprehensive loss (1,960)
Issuance of treasury stock
Stock compensation (490) 1,734 (1,244) -
Employee stock purchase plan (16) 76 60
Retirement savings plan contributions (376) 1,335 959
Amortization of unearned deferred compensation 350 350
Cash dividends ($.05 per share) (1,262) (1,262)
---- ------- -------- -------- ------- -------- --------
Balance at March 31, 2003 $262 $40,035 $299,340 ($13,866) ($2,908) ($17,521) $305,342
==== ======= ======== ======== ======= ======== ========
See accompanying notes.
-5-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying Consolidated Financial Statements include Belden and all of its
subsidiaries (the Company). All significant intercompany accounts and
transactions are eliminated in consolidation. The financial information
presented as of any date other than December 31, 2002 and December 31, 2001 has
been prepared from the books and records without audit. The accompanying
Consolidated Financial Statements have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information or the Notes
to Consolidated Financial Statements required by accounting principles generally
accepted in the United States for complete statements. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of such financial statements have been
included. These Consolidated Financial Statements should be read in conjunction
with the Consolidated Financial Statements and notes thereto contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.
Use of Estimates in the Preparation of the Financial Statements
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to the 2002 Consolidated Financial
Statements in order to conform to the 2003 presentation.
ACQUISITIONS
On October 31, 2002, the Company purchased certain assets and assumed certain
liabilities of the NORCOM wire and cable business in Kingston, Ontario, Canada
(NORCOM) from Cable Design Technologies Corporation for cash of $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 preliminary accrued severance and other plant closing costs
incident to the purchase in 2002. The Company anticipates making substantially
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 and may affect comparability of the operating results
between years.
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.
-6-
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 adopted the disclosure rules under Statement of Financial Accounting
Standards (SFAS) No. 148, Accounting for Stock-Based Compensation--Transition
and Disclosure, effective December 2002. The effect on operating results of
calculating the Company's stock-based employee compensation costs as if the fair
value method had been applied to all stock awards is as follows:
Three Months Ended March 31, 2003 2002
--------- ---------
(in thousands, except per share amounts)
AS REPORTED
Stock-based employee compensation cost, net of tax $ 238 $ 153
Net income/(loss) (2,298) 1,169
Basic earnings/(loss) per share (.09) .05
Diluted earnings/(loss) per share (.09) .05
PRO FORMA
Stock-based employee compensation cost, net of tax $ 724 $ 676
Net income/(loss) (2,784) 646
Basic earning/(loss) per share (.11) .03
Diluted earnings/(loss) per share (.11) .03
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 three-month periods ended March 31, 2003 and 2002, weighted average
assumptions used to determine the fair values of the stock options and stock
purchase rights granted during each period included the following:
Three Months Ended March 31, 2003 2002
----- ----
Dividend yield 10.70% 6.71%
Expected volatility 27.7% 39.2%
Expected life (in years) 7.0 7.0
Risk free interest rate 3.40% 4.59%
For the three-month periods ended March 31, 2003 and 2002, the weighted average
per share fair value of options granted under the Incentive Plan and purchase
rights granted under the Stock Purchase Plan during each period were as follows:
Three Months Ended March 31, 2003 2002
-------- ----------
Incentive Plan $ 5.93 $ 4.42
Stock Purchase Plan $ -- $ --
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.
-7-
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 $1.6 million and $1.7 million
were included in selling, general and administrative expenses for the
three-month periods ended March 31, 2003 and 2002, respectively.
Adoption of New Accounting Standards
In June 2002, the Financial Accounting Standards Board (FASB) 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 FASB 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 has adopted the new rules of
accounting under SFAS No. 146 effective January 1, 2003; however, the Company
has not initiated any exit or disposal activities subsequent to December 31,
2002.
NOTE 2: SHARE INFORMATION
Treasury
Common Stock Stock
------------ --------
(number of shares in thousands)
Balance at December 31, 2001 26,204 (1,443)
Issuance/(return) of treasury stock
Exercise of stock options -- 34
Stock compensation -- 95
Employee stock purchase plan settlement -- (3)
------ ------
Balance at March 31, 2002 26,204 (1,317)
====== ======
BALANCE AT DECEMBER 31, 2002 26,204 (1,091)
ISSUANCE OF TREASURY STOCK
STOCK COMPENSATION -- 93
EMPLOYEE STOCK PURCHASE PLAN SETTLEMENT -- 4
RETIREMENT SAVINGS PLAN CONTRIBUTIONS -- 72
------ ------
BALANCE AT MARCH 31, 2003 26,204 (922)
====== ======
NOTE 3: EARNINGS/(LOSS) PER SHARE
The following table sets forth the computation of basic and diluted
earnings/(loss) per share:
Three Months Ended March 31, 2003 2002
-------- --------
(in thousands, except per share amounts)
Numerator
Net income/(loss) $ (2,298) $ 1,169
======== ========
Denominator
Denominator for basic earnings/(loss) per share - weighted
average shares 25,193 24,707
Effect of dilutive common stock equivalents -- 276
-------- --------
Denominator for diluted earnings/(loss) per share - adjusted
weighted average shares 25,193 24,983
-------- --------
Basic earnings/(loss) per share $ (.09) $ .05
======== ========
Diluted earnings/(loss) per share $ (.09) $ .05
======== ========
-8-
Due to the Company's net loss for the three months ended March 31, 2003, it did
not include any outstanding common stock equivalents in the fully diluted
computation because they were antidilutive. For the three months ended March 31,
2002, the Company did not include 0.6 million outstanding common stock
equivalents in the fully diluted computation because they were antidilutive.
NOTE 4: ACCUMULATED OTHER COMPREHENSIVE LOSS
Foreign Unrealized Accumulated
Currency Gain/(Loss) on Minimum Other
Translation Derivative Pension Comprehensive
Adjustments Instruments Liability Loss
----------- ----------- --------- -------------
(in thousands)
Balance at December 31, 2001 ($ 24,474) ($ 245) ($ 1,906) ($ 26,625)
Current Period Change (601) 245 -- (356)
------------ ------------ ------------ ------------
Balance at March 31, 2002 ($ 25,075) $ -- ($ 1,906) ($ 26,981)
============ ============ ============ ============
BALANCE AT DECEMBER 31, 2002 ($ 3,117) $ -- ($ 14,742) ($ 17,859)
CURRENT PERIOD CHANGE 402 -- (64) 338
------------ ------------ ------------ ------------
BALANCE AT MARCH 31, 2003 ($ 2,715) $ -- ($ 14,806) ($ 17,521)
============ ============ ============ ============
Minimum pension liability at March 31, 2003 is presented net of deferred taxes
in the amount of $9.5 million. Minimum pension liability at March 31, 2002 is
presented net of deferred taxes in the amount of $1.2 million.
NOTE 5: INVENTORIES
MARCH 31, December 31,
2003 2002
--------- ------------
(in thousands)
Raw materials $ 23,561 $ 22,988
Work-in-process 19,846 21,673
Finished goods 131,388 134,375
Perishable tooling and supplies 4,994 4,887
--------- ---------
Gross inventories 179,789 183,923
Excess of current standard costs over LIFO costs (5,626) (5,596)
Obsolescence and other reserves (16,623) (18,510)
--------- ---------
Net inventories $ 157,540 $ 159,817
========= =========
Inventories are stated at the lower of cost (last-in, first-out and first-in,
first-out methods) or market. Costs include direct material, direct labor and
applicable production overhead costs.
NOTE 6: ACCRUED SEVERANCE AND OTHER RELATED BENEFITS
On December 31, 2002, the Company accrued severance and other related benefits
costs associated with announced manufacturing facility closings in Canada,
Germany and Australia. Total severance and other related benefits accrued at
December 31, 2002 were $19.6 million. Included in the accrual was $11.3 million
in severance and other related benefits incurred in connection with the NORCOM
acquisition that was recognized as a liability assumed in the purchase and
included in the allocation of the cost to acquire NORCOM. The Company recorded
severance and other related benefits 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 468 employees will be eligible for severance payments,
subject to finalization of negotiations under collective bargaining agreements.
The Company anticipates making substantially all severance payments against
these accruals within one year of the accrual date. Certain sales, marketing,
customer service and distribution activities will continue at each location.
-9-
The following table sets forth termination activity that occurred during the
three months ended March 31, 2003:
Total Number
Facility of Employees
Acquisition Consolidation Total Eligible for
Related Severance Severance and Severance and Severance and
and Other Related Other Related Other Related Other Related
Benefits Benefits Benefits Benefits
----------------- --------------- --------------- -------------
(in thousands, except number of
employees)
Balance at December 31, 2002 $ 11,317 $ 8,344 $ 19,661 430
Cash payments (3,341) (453) (3,794) (65)
Foreign currency translation 569 255 824 ---
Other adjustments (125) -- (125) 38
--------------- --------------- --------------- ---
Balance at March 31, 2003 $ 8,420 $ 8,146 $ 16,566 403
=============== =============== =============== ===
NOTE 7: LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
Credit Agreement
The Company entered into a credit agreement with a group of 7 banks in June 2001
(Credit Agreement). The Credit Agreement, 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 March 31, 2003, the Company had $13.5
million in available borrowing capacity, but no outstanding borrowings, under
the Credit Agreement.
In April 2003, the Company exercised its option under the Credit Agreement to
reduce the aggregate commitment of the bank group from $100.0 million to $75.0
million.
The Company does not anticipate that its performance during the quarter ended
June 30, 2003 will meet the leverage covenant under the Credit Agreement
applicable to that quarter. As a result, the Company is working with its bank
group to structure a new credit facility. 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.
Short-Term Borrowings
At March 31, 2003, the Company had unsecured, uncommitted arrangements with 5
banks under which it could borrow up to $38.3 million at prevailing interest
rates. There were no outstanding borrowings under these arrangements at March
31, 2003.
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. At March 31,
2003, 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 March 31, 2003 was $2.6 million.
-10-
Credit and market risk exposures on these agreements are limited to the net
interest differentials. Net interest differentials earned from the interest rate
swaps of $0.5 million pretax, or $0.01 per diluted share, were recorded as
reductions to interest expense for the three-month period ended March 31, 2003.
Net interest differentials earned from the interest rate swaps reduced the
Company's average interest rate on long-term debt by 0.83 percentage points for
the three-month period ended March 31, 2003. 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 8: INCOME TAXES
The net tax benefit of $1.1 million for the three months ended March 31, 2003
resulted from a net loss before taxes of $3.4 million. Earnings from foreign
subsidiaries are considered to be indefinitely reinvested and, accordingly, no
provision for United States federal and state income taxes has been made for
these earnings. Upon distribution of foreign subsidiary earnings, the Company
may be subject to United States income taxes (subject to an adjustment for
foreign tax credits) and withholding taxes payable to the various foreign
countries.
The difference between the effective rate reflected in the provision for income
taxes on income before taxes and the amounts determined by applying the
applicable statutory United States tax rate for the three months ended March 31,
2003 are analyzed below:
Three Months Ended March 31, 2003 Amount Rate
------- ----
(in thousands, except rate data)
Provision at statutory rate $(1,183) 35.0%
State income taxes (283) 8.4%
Lower foreign tax rates and other 384 (11.4)%
------- ----
Total tax $(1,082) 32.0%
======= ====
NOTE 9: CONTINGENT LIABILITIES
General
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.
Intercompany Guarantees
An intercompany guarantee is a contingent commitment issued by either Belden
Inc. or one of its subsidiaries to guarantee the performance of either Belden
Inc. or one of its subsidiaries to a third party in a borrowing arrangement or
similar transaction. The terms of these intercompany guarantees are equal to the
terms of the related borrowing arrangements or similar transactions and range
from 5 years to 12 years. The only intercompany guarantees outstanding at March
31, 2003 are the guarantees executed by Belden Wire & Cable Company and Belden
Communications Company related to the $200.0 million indebtedness of Belden Inc.
under various medium-term note purchase agreements. The maximum potential amount
of future payments Belden Inc. or its subsidiaries could be required to make
under these intercompany guarantees at March 31, 2003 is $200.0 million. In
accordance with the scope exceptions provided by FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, the Company has not measured and
recorded the carrying values of these guarantees in its Consolidated Financial
Statements. The Company also does not hold collateral to support these
guarantees.
-11-
NOTE 10: BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION
The Company conducts its operations through two business segments--the
Electronics segment and the Communications segment. The Electronics segment
designs, manufactures and markets metallic and fiber optic wire and cable
products with 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 primarily to local exchange carriers (LECs) either directly or through
value-added resellers designated by the LECs.
The Company evaluates segment performance and allocates resources based on
operating earnings before interest and income taxes. Operating earnings of the
two principal segments include all the ongoing costs of operations. Allocations
to or from these business segments are not significant. With the exception of
certain unallocated tax assets, substantially all the business assets are
utilized by the business segments.
Amounts reflected in the column entitled "Other" in the tables below represent
corporate headquarters operating, treasury and income tax expenses and the
elimination of intersegment revenues and cost of sales.
BUSINESS SEGMENT INFORMATION
THREE MONTHS ENDED MARCH 31, 2003 ELECTRONICS COMMUNICATIONS OTHER CONSOLIDATED
--------------- ---------------- ---------------- ---------------
(IN THOUSANDS)
REVENUES FROM EXTERNAL CUSTOMERS $ 137,039 $ 59,270 $ -- $ 196,309
INTERSEGMENT REVENUES 2,124 479 (2,603) --
OPERATING EARNINGS/(LOSS) 6,976 (4,329) (2,813) (166)
TOTAL ASSETS 421,154 291,490 31,969 744,613
=============== =============== =============== ===============
Three Months Ended March 31, 2002 Electronics Communications Other Consolidated
--------------- ---------------- ---------------- ---------------
(in thousands)
Revenues from external customers $ 137,018 $ 70,057 $ -- $ 207,075
Intersegment revenues 2,334 671 (3,005) --
Operating earnings/(loss) 6,818 1,671 (2,908) 5,581
Total assets 422,549 291,236 15,493 729,278
=============== =============== =============== ===============
GEOGRAPHIC INFORMATION
Three Months Ended March 31, 2003 2002
---------------------------------- -----------------------------------
PERCENT OF Percent of
REVENUES REVENUES Revenues Revenues
--------------- ---------- ---------------- ----------
(in thousands, except % data)
United States $ 109,865 56% $ 133,047 64%
Canada 21,832 11% 12,383 6%
United Kingdom 19,585 10% 21,287 10%
Continental Europe 27,070 14% 22,655 11%
Rest of World 17,957 9% 17,703 9%
--------------- --- --------------- ---
Total $ 196,309 100% $ 207,075 100%
=============== === =============== ===
-12-
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis, as well as the accompanying Consolidated
Financial Statements and related footnotes, will aid in the understanding of the
Company's results of operations as well as its financial position, cash flows,
indebtedness and other key financial information. Certain reclassifications have
been made to the 2002 financial information in order to conform to the 2003
presentation. The following discussion may contain forward-looking statements.
In connection therewith, please see the cautionary statements contained herein
under the caption "Forward-Looking Statements", which identify important factors
that could cause actual results to differ materially from those in
forward-looking statements.
CONSOLIDATED OPERATING RESULTS
The following table sets forth information comparing consolidated operating
results for the three months ended March 31, 2003 with the three months ended
March 31, 2002.
Three Months Ended March 31, 2003 2002
--------- ---------
(In thousands)
Revenues $ 196,309 $ 207,075
Gross profit 27,032 32,473
Operating earnings/(loss) (166) 5,581
Interest expense 3,214 3,836
Income/(loss) before taxes (3,380) 1,745
Net income/(loss) (2,298) 1,169
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 chiefly through distribution. The
Communications segment designs, manufactures, and markets metallic cable
products primarily with communications and networking applications. These
products are sold to local exchange carriers (LECs) either directly or through
value-added resellers (VARs) designated by the LECs.
The following table sets forth information comparing the Electronics segment
operating results for the three months ended March 31, 2003 with the three
months ended March 31, 2002.
Three Months Ended March 31, 2003 2002
--------- ---------
(In thousands, except % data)
Revenues from external customers $ 137,039 $ 137,018
Operating earnings 6,976 6,818
As a percent of revenues from external customers 5.1% 5.0%
The following table sets forth information comparing the Communications segment
operating results for the three months ended March 31, 2003 with the three
months ended March 31, 2002.
Three Months Ended March 31, 2003 2002
--------- ---------
(In thousands, except % data)
Revenues from external customers $ 59,270 $ 70,057
Operating earnings/(loss) (4,329) 1,671
As a percent of revenues from external customers (7.3)% 2.4%
-13-
ACQUISITIONS
On October 31, 2002, the Company purchased certain assets and assumed certain
liabilities of the NORCOM wire and cable business in Kingston, Ontario, Canada
(NORCOM) from Cable Design Technologies Corporation for cash of $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 preliminary accrued severance and other plant closing costs
incident to the purchase in 2002. The Company anticipates making substantially
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 and may affect comparability of the operating results
between years.
RESULTS OF OPERATIONS--
THREE MONTHS ENDED MARCH 31, 2003 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2002
REVENUES
Revenues decreased 5.2% to $196.3 million in the three months ended March 31,
2002 from $207.1 million in the three months ended March 31, 2002 due to reduced
sales volume and decreased selling prices 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 12.3 percentage points of revenue decline. The
Company experienced volume decreases in its sales of products with
communications, network and entertainment/OEM applications due primarily to poor
economic conditions in the United States, Europe and parts of Asia as well as
capital spending reductions by the major communications companies. These volume
decreases were partially offset by an increase in unit sales of products with
industrial applications.
Decreased product pricing contributed 0.7 percentage points of revenue decline.
This decrease resulted primarily from the current-quarter impact of sales price
reductions implemented on certain products with communications, networking and
entertainment/OEM applications in prior periods.
Favorable foreign currency translation on international revenues partially
offset the negative impact that volume and pricing had on revenue comparisons by
4.5 percentage points. The euro, British pound, Canadian dollar and Australian
dollar appreciated from average exchange values of $0.93, $1.46, $0.63 and
$0.53, respectively, in the first quarter of 2002 to $1.07, $1.60, $0.66 and
$0.59, respectively, in the first quarter of 2003.
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 3.3 percentage points.
Revenues in the United States, representing 56.0% of the Company's total
revenues generated during the three months ended March 31, 2003, declined by
17.4% compared with revenues generated during the same period in 2002. This
decline was attributed to a shortfall in sales of both Electronics segment and
Communications segment products. United States revenues generated from the sale
of Electronics segment products during the first quarter of 2003 declined by
7.6% compared with revenues generated during the first quarter of 2002. Revenues
generated in the United States from the sale of Communications segment products
during the three months ended March 31, 2003 declined by 32.1% compared with the
same period in 2002.
-14-
Revenues in Canada represented 11.1% of the Company's total revenues for the
quarter ended March 31, 2003. Canadian revenues for the first quarter of 2003
increased by 76.3% compared with revenues for the first quarter of 2002 due
primarily to revenues generated by NORCOM, acquired in the fourth quarter of
2002, increased demand for products with industrial applications and the impact
of favorable currency translation. Local currency revenues generated by NORCOM
contributed 55.4 percentage points to the revenue increase. Local currency
revenues generated on the sale of products with industrial applications
contributed 15.5 percentage points of the revenue increase. The impact of
favorable currency translation contributed 5.4 percentage points of the revenue
increase.
Revenues in the United Kingdom, representing 10.0% of the Company's total
revenues generated during the first quarter of 2003, declined by 8.0% compared
with revenues generated during the same period in 2002. Absent the impact of
favorable currency translation, revenues generated for the first quarter of 2003
declined by 16.6% compared with revenues generated for the same period in 2002.
This decline occurred due to a shortfall in demand for both Electronics segment
and Communications segment products.
Revenues in Continental Europe represented 13.8% of the Company's total revenues
for the quarter ended March 31, 2003. Continental European revenues generated
during the first quarter of 2003 increased by 19.5% compared with revenues
generated during the same period in 2002. Absent the impact that favorable
currency translation had on the revenue comparison, Continental European
revenues generated during the first quarter of 2003 decreased by 7.4% compared
with revenues generated during the same period of 2002. This decline occurred
primarily due to a shortfall in demand for Electronics segment products.
Revenues from the rest of the world, representing 9.1% of the Company's total
revenues generated during the three months ended March 31, 2003, increased by
1.4% from the same period in 2002. The increase represented favorable currency
translation and stronger demand in Latin America and the Africa/Middle East
markets partially offset by lower demand in the Asia/Pacific markets.
COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the components of
earnings/(loss) for the three months ended March 31, 2003 with the three months
ended March 31, 2002.
Percent
Decrease
2003 Compared
Three Months Ended March 31, 2003 2002 With 2002
--------- ---------- -------------
(in thousands, except % data)
Gross profit $ 27,032 $ 32,473 (16.8)%
As a percent of revenues 13.8% 15.7%
Operating earnings/(loss) $ (166) $ 5,581 (103.0)%
As a percent of revenues (0.1)% 2.7%
Income/(loss) before taxes $ (3,380) $ 1,745 (293.7)%
As a percent of revenues (1.7)% 0.8%
Net income/(loss) $ (2,298) $ 1,169 (296.6)%
As a percent of revenues (1.2)% 0.6%
-15-
Gross profit decreased 16.8% to $27.0 million in the three months ended March
31, 2003 from $32.5 million in the three months ended March 31, 2002 due
primarily to lower sales volume, higher product costs resulting from rising
copper and petroleum-based commodities prices and the impact of sales price
reductions taken on certain products with communications, networking and
entertainment/OEM applications. The gross profit comparison was also negatively
affected by a $1.4 million favorable litigation settlement regarding the pricing
of copper futures recorded in the first quarter of 2002. The impact of material,
labor and overhead cost reductions partially offset the negative effect that
volume, product costs and pricing had on the gross profit comparison. The gross
profit comparison was also positively affected by severance costs of $2.1
million recorded in the first quarter of 2002 related to personnel reductions in
the Electronics segment. Gross profit as a percent of revenues declined by 1.9
percentage points from the prior year due to the previously mentioned items and
the Company's unfavorable leveraging of fixed costs over a lower revenue base.
Operating earnings/(loss) decreased 103.0% to a $0.2 million operating loss for
the three months ended March 31, 2003 from $5.6 million in operating earnings
for the three months ended March 31, 2002 due primarily to lower gross profit.
Also contributing to the negative operating earnings/(loss) comparison was an
increase in selling, general and administrative expenses to $27.2 million for
the first quarter of 2003 from $26.9 million for the first quarter of 2002 due
primarily to the NORCOM acquisition in the fourth quarter of 2002 and the
unfavorable impact of currency translation. This unfavorable comparison was
partially offset by severance costs of $1.2 million recorded in the first
quarter of 2002 related to personnel reductions in the Electronics segment.
Selling, general and administrative expenses increased to 13.8% of revenues in
the first quarter of 2003 from 13.0% of revenues in the first quarter of 2002.
Operating earnings/(loss) as a percent of revenues declined by 2.8 percentage
points from the prior year due to the previously mentioned items and the
Company's unfavorable leveraging of fixed costs over a lower revenue base.
Income/(loss) before taxes decreased 293.7% to a loss before taxes of $3.4
million in the three months ended March 31, 2003 from income before taxes of
$1.7 million in the three months ended March 31, 2002 due mainly to lower
operating earnings. The lower operating earnings were partially offset by
decreased interest expense. Interest expense decreased 16.2% to $3.2 million in
the first quarter of 2003 from $3.8 million in the first quarter of 2002 due to
lower average borrowings and unchanged interest rates. Average debt outstanding
during the first three months of 2003 and 2002 was $200.0 million and $232.6
million, respectively. The Company's average interest rate was 6.9% in both the
first quarter of 2003 and the first quarter of 2002.
The Company's effective tax rate was 32.0% and 33.0% for the three-month periods
ended March 31, 2003 and 2002, respectively. The tax rate decrease was due
primarily to the relative benefit of permanent deductions to a smaller
three-month pretax income/(loss) amount (a loss of $3.4 million in 2003 compared
to income of $1.7 million in 2002).
Net income/(loss) decreased 296.6% to a net loss of $2.3 million in the three
months ended March 31, 2003 from net income of $1.2 million in the three months
ended March 31, 2002 due mainly to lower income/(loss) before taxes.
ELECTRONICS SEGMENT
Revenues from external customers were $137.0 million for both the quarter ended
March 31, 2003 and the quarter ended March 31, 2002. The segment experienced
lower sales volume on products with networking, entertainment/OEM and
communications applications due to the struggling manufacturing economies in the
United States, Europe and parts of Asia; however, this lower sales volume was
partially offset by increased unit sales of products with industrial
applications. The impact of price reductions taken on certain products with
networking, entertainment/OEM and communications applications also had a
negative impact on the revenue comparison. The impact of these price reductions
was partially offset by price increases taken on certain products with
industrial applications. Favorable currency translation on international
revenues offset the overall negative impact that volume and pricing had on the
revenue comparison.
-16-
Operating earnings increased 2.3% to $7.0 million for the quarter ended March
31, 2003 from $6.8 million for the quarter ended March 31, 2002 due mainly to
the impact of cost reductions related to certain material, labor, manufacturing
overhead and selling, general and administrative expenditures. The operating
earnings comparison was also positively affected by severance costs of $3.3
million recorded in the first quarter of 2002 related to personnel reductions.
The positive impact of these cost reductions was partially offset by rising
copper and petroleum-based commodities prices and the impact of sales price
reductions taken on certain products. The operating earnings comparison was also
negatively affected by a $0.3 million favorable litigation settlement regarding
the pricing of copper futures recorded in the first quarter of 2002. As a
percent of revenues from external customers, operating earnings increased to
5.1% in the first quarter of 2003 from 5.0% in the first quarter of 2002 due to
the previously mentioned items.
Communications Segment
The Communications segment recorded revenues from external customers of $59.3
million for the quarter ended March 31, 2003, a 15.4% decrease from revenues of
$70.1 million for the quarter ended March 31, 2002. The revenue decrease was due
principally to capital spending reductions by the major communications companies
partially offset by favorable currency translation on international revenues and
the inclusion of revenues in the amount of $6.9 million generated by NORCOM
during the first quarter of 2003. The Company acquired NORCOM in the fourth
quarter of 2002.
Operating earnings/(loss) decreased 359.2% to an operating loss of $4.3 million
for the quarter ended March 31, 2003 from operating earnings of $1.7 million for
the quarter ended March 31, 2002 due primarily to lower sales volume, higher
product costs resulting from rising copper and petroleum-based commodities
prices and increase production, selling, general and administrative costs and
expenses due to the acquisition of NORCOM in the fourth quarter of 2002. The
operating earnings comparison was also negatively affected by a $1.1 million
favorable litigation settlement regarding the pricing of copper futures recorded
in the first quarter of 2002. The impact of cost reductions related to certain
material, labor, manufacturing overhead and selling, general and administrative
expenditures partially offset the negative effect that volume, rising commodity
prices, the NORCOM acquisition and the litigation settlement had on the
operating earnings comparison. Operating earnings/(loss) as a percent of
revenues from external customers decreased to (7.3)% in the quarter ended March
31, 2003 from 2.4% in the same period of 2002 due to the previously mentioned
items and the segment's inability to leverage its fixed costs over a much lower
revenue base.
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 and other
borrowing arrangements. The Company believes that these sources are sufficient
to fund the current requirements for working capital, capital expenditures,
dividends, and other financial commitments.
The Company does not anticipate that its performance during the quarter ended
June 30, 2003 will meet the leverage covenant applicable to that quarter under
its credit agreement executed in June 2001. As a result, the Company is working
with its bank group to structure a new credit facility. 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.
-17-
The following table summarizes the Company's cash flows from operating,
investing and financing activities as reflected in the Consolidated Cash Flow
Statements.
SUMMARIZED CASH FLOW STATEMENTS
Three Months Ended March 31, 2003 2002
-------- --------
(in thousands)
Net cash provided by (used in)
Operating activities $ 16,658 $ 33,753
Investing activities (4,147) (7,865)
Financing activities (1,202) (16,554)
Effect of exchange rate changes on cash and cash equivalents 183 (57)
-------- --------
Increase (decrease) in cash and cash equivalents $ 11,492 $ 9,277
======== ========
NET CASH PROVIDED BY OPERATING ACTIVITIES
Three Months Ended March 31, 2003 2002
-------- --------
(in thousands)
Net income/(loss) $ (2,298) $ 1,169
Depreciation and amortization 9,142 9,743
Asset impairment charges 23 --
Deferred income tax provision -- --
Retirement plan savings contributions 959 --
Amortization of unearned deferred compensation 350 228
Decrease/(increase) in operating assets and liabilities, net 8,482 22,613
-------- --------
Net cash provided by operating activities $ 16,658 $ 33,753
======== ========
Net cash provided by operating activities in the first quarter of 2003 totaled
$16.7 million and included an $8.4 million net decrease in operating assets and
liabilities. This net decrease in operating assets and liabilities resulted
primarily from decreased inventories, receivables and income taxes receivable
that were partially offset by decreased accounts payable and accrued
liabilities.
In 2003, the Company elected to fund certain contributions to its retirement
savings plans with common stock held in treasury rather than with cash.
Net cash provided by operating activities in the first quarter of 2002 totaled
$33.8 million and included a $22.6 million net decrease in operating assets and
liabilities. This net decrease in operating assets resulted from decreased
income taxes receivable and increased accounts payable and accrued liabilities
partially offset by increased receivables and inventories.
NET CASH USED IN INVESTING ACTIVITIES
Three Months Ended March 31, 2003 2002
-------- --------
(in thousands)
Capital expenditures $ (4,202) $ (7,890)
Proceeds from disposal of long-lived assets 55 25
-------- --------
Net cash used in investing activities $ (4,147) $ (7,865)
======== ========
CAPITAL EXPENDITURES
Three Months Ended March 31, 2003 2002
-------- --------
(in thousands)
Capacity modernization and enhancement $ 3,489 $ 6,070
Capacity expansion 76 527
Other 637 1,293
-------- --------
$ 4,202 $ 7,890
======== ========
Capital expenditures during the three months ended March 31, 2003 and 2002
represented 2.1% and 3.8%,
-18-
respectively, of revenues for the same periods. Investment during both the first
three months of 2003 and 2002 was utilized principally for maintaining and
enhancing existing production capabilities.
NET CASH USED IN FINANCING ACTIVITIES
Three Months Ended March 31, 2003 2002
-------- --------
(in thousands)
Net payments under long-term credit facility and credit agreements $ -- $(15,891)
Proceeds from the exercise of stock options -- 589
Proceeds from employee stock purchase plan settlement 60 --
Cash dividends paid (1,262) (1,252)
-------- --------
Net cash used in financing activities $ (1,202) $(16,554)
======== ========
During the three months ended March 31, 2003, dividends of $0.05 per share were
paid to shareholders.
During the three months ended March 31, 2002, the Company repaid $15.9 million
of debt. The repayments were funded primarily by cash flow from operations,
which included $13.0 million from federal income tax refunds. Dividends of $0.05
per share were paid to shareholders for the same period.
Working Capital
The following table summarizes the Company's working capital position at March
31, 2003 and December 31, 2002.
MARCH 31, December 31,
2003 2002
------------ ------------
(in thousands, except current ratio)
Current assets
Cash and cash equivalents $ 30,901 $ 19,409
Receivables 111,006 109,180
Inventories 157,540 159,817
Income taxes receivable 1,945 2,428
Deferred income taxes 15,392 15,097
Other current assets 6,143 7,818
------------ ------------
Total current assets $ 322,927 $ 313,749
------------ ------------
Total current assets less cash and cash equivalents $ 292,026 $ 294,340
Current liabilities
Accounts payable and accrued liabilities $ 127,512 $ 124,968
Income taxes payable -- --
------------ ------------
Total current liabilities $ 127,512 $ 124,968
------------ ------------
Working capital(1) $ 164,514 $ 169,372
Current ratio(2) 2.29 2.36
============ ============
(1) Total current assets less cash and cash equivalents and total current
liabilities
(2) Total current assets less cash and cash equivalents divided by total
current liabilities
-19-
Current assets less cash and cash equivalents decreased $2.3 million, or 0.8%,
from $294.3 million at December 31, 2002 to $292.0 million at March 31, 2003.
Receivables increased $1.8 million during the quarter ended March 31, 2003,
despite the receipt of $12.5 million in minimum requirements contract
compensation in January 2003, due to the increased amount of customer billings
in March 2003 compared to December 2002 and the payment of annual sales
incentive rebates to customers during the first quarter of 2003 that were
originally reported as an allowance against receivables. Inventories decreased
$2.3 million due to the impact of focused inventory reduction programs in both
segments. Other current assets decreased $1.7 million due to the amortization of
prepaid insurance and other prepaid costs and the sale of employee houses
previously purchased by the Company as part of its employee relocation program.
Current liabilities increased $2.5 million, or 2.0%, from $125.0 million at
December 31, 2002 to $127.5 million at March 31, 2003. Accounts payable and
accrued liabilities increased due primarily to the impact of currency
translation partially offset by severance payments totaling $3.8 million during
the quarter. In regard to the severance payments, please refer to Note 6 of the
Financial Statements.
Long-lived Assets
The following table summarizes the Company long-lived assets at March 31, 2003
and December 31, 2002.
MARCH 31, December 31,
2003 2002
--------- -----------
(in thousands)
Property, plant and equipment $ 333,406 $337,196
Goodwill and other intangibles 79,553 79,588
Other long-lived assets 8,727 13,006
--------- --------
$ 421,686 $429,790
========= ========
Long-lived assets decreased $8.1 million, or 1.9%, from $429.8 million at
December 31, 2002 to $421.7 million at March 31, 2003. 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 $3.8 million
during the first quarter of 2003 due mainly to current-quarter depreciation.
Goodwill and other intangibles includes 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
was relatively unchanged during the first quarter of 2003 due primarily to
current-quarter amortization of the customer relationship intangible that was
offset by the positive effect that currency exchange rates had on goodwill
denominated in currencies other than the United States dollar. Included in other
long-lived assets are the fair value of outstanding interest rate swap
contracts, unamortized prepaid service fees associated with the Company's
borrowing arrangements, long-lived pension fund prepayments and the carrying
value of steel reels used to store and transport communications cable.
Capital Structure
MARCH 31, 2003 December 31, 2002
------------------------ -------------------------
AMOUNT PERCENT Amount Percent
--------- ------- --------- -------
(in thousands, except % data)
Long-term debt $ 202,648 39.9% $ 203,242 39.8%
Stockholders' equity 305,342 60.1% 307,195 60.2%
--------- ----- --------- -----
$ 507,990 100.0% $ 510,437 100.0%
========= ===== ========= =====
The Company's capital structure consists primarily of long-term debt and
stockholders' equity. The capital structure decreased $2.4 million due to
marginal reductions in both long-term debt and stockholders' equity.
-20-
The Company had privately-placed debt of $200.0 million outstanding at March 31,
2003. Details regarding maturities and interest rates are shown below.
Principal Maturity Effective
Balance Date Interest Rate
--------- -------- -------------
(in thousands, except % data)
Senior Notes, Series 1997-A $75,000 08/11/2009(1) 6.92%
Senior Notes, Series 1999-A 64,000(2) 09/01/2004 7.60%
Senior Notes, Series 1999-B 44,000 09/01/2006 7.75%
Senior Notes, Series 1999-C 17,000 09/01/2009 8.06%
(1) The Senior Notes, Series 1997-A include an amortizing maturity feature.
The Company is required to repay $15 million in principal per annum
beginning August 11, 2005.
(2) The Senior Notes, Series 1999-A, 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 March 31, 2003 of $66.6 million. Accordingly, total
long-term debt, inclusive of the fair value adjustment for the notional
principal on the outstanding interest rate swap agreements, recorded in
the financial records as of the same date was $202.6 million.
The agreements for these private placements contain affirmative and negative
covenants including maintenance of minimum net worth and maintenance of a
maximum ratio of debt to total capitalization.
The Company entered into a credit agreement with a group of 7 banks in June 2001
(Credit Agreement). The Credit Agreement, 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 March 31, 2003, the Company had $13.5
million in available borrowing capacity, but no outstanding borrowings, under
the Credit Agreement.
In April 2003, the Company exercised its option under the Credit Agreement to
reduce the aggregate commitment of the bank group from $100.0 million to $75.0
million.
At March 31, 2003, the Company had unsecured, uncommitted arrangements with 5
banks under which it could borrow up to $38.3 million at prevailing interest
rates. There were no outstanding borrowings under these arrangements at March
31, 2003.
The Company manages its debt portfolio by using interest rate swap agreements to
achieve an overall desired position of fixed and floating rates. At March 31,
2003, 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 March 31, 2003 was $2.6 million. Credit and market risk exposures
on these agreements are limited to the net interest differentials. Net interest
differentials earned from the interest rate swaps of $0.5 million pretax, or
$0.01 per diluted share, were recorded as reductions to interest expense for the
three-month period ended March 31, 2003. Net interest differentials earned from
the interest rate swaps reduced the Company's average interest rate on long-term
debt by 0.83 percentage points for the three-month period ended March 31, 2003.
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.
-21-
Borrowings have the following scheduled maturities.
Payments Due by Period
----------------------
Less than 1 1-2 3-4 After
March 31, 2003 Total year years years 4 years
- -------------- ----- ---- ----- ----- -------
(in thousands)
Long-term debt (1) $200,000 $ -- $64,000 $74,000 $52,000
(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 March 31, 2003 of $66.6 million. Accordingly, total
long-term debt, inclusive of the fair value adjustment for the notional
principal on the outstanding interest rate swap agreements, recorded in
the financial records as of the same date was $202.6 million.
Other Commercial Commitments
Other commercial commitments consist primarily of the Credit Agreement, which,
as of March 31, 2003, provided for an aggregate $100.0 million unsecured,
variable-rate and revolving credit facility expiring in June 2004.
Amount of Commitment Expiration Per Period
------------------------------------------
Less than 1 1-3 4-5 After
March 31, 2003 Total year years years 5 years
- -------------- ----- ---- ----- ----- -------
(in thousands)
Lines of credit $100,000 $ -- $100,000 $ -- $ --
Standby letters of credit 12,305 12,305 -- -- --
Guarantees 4,905 4,905 -- -- --
Standby repurchase obligations -- -- -- -- --
Other commercial commitments -- -- -- -- --
-------- -------- -------- --------- ----------
Total commercial commitments $117,210 $ 17,210 $100,000 $ -- $ --
======== ======== ======== ========= ==========
As mentioned above, the Company reduced the aggregate commitment of the bank
group under the Credit Agreement from $100.0 million to $75.0 million in April
2003. Accordingly, total commercial commitments were reduced to $92.2 million.
Stockholders' equity decreased by $1.9 million, or 0.1%, during the first
quarter of 2003 due primarily to the net loss for the quarter of $2.3 million,
dividends of $1.3 million, a decrease of $0.9 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 $0.9 million in unearned deferred compensation
due to restricted shares awarded during the first quarter of 2003. These
decreases were partially offset by a $3.2 million reduction of common stock held
in treasury as a result of stock compensation plans settlement activity and
employer contributions to the Company's retirement savings plan. They were also
partially offset by an $0.3 million reduction of accumulated other comprehensive
loss resulting from the positive effect of currency exchange rates on financial
statement translation during the first quarter of 2003.
-22-
OFF-BALANCE SHEET ARRANGEMENTS
The Company was not a party to any of the following types of off-balance sheet
arrangements at March 31, 2003:
- - 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.
CRITICAL ACCOUNTING POLICIES
During the three months ended March 31, 2003:
- - The Company did not change any of its existing critical accounting
policies and did not adopt any new critical accounting policies;
- - No existing accounting policies became critical accounting policies due to
an increase in the materiality of associated transactions or changes in
the circumstances to which associated judgments and estimates relate; and
- - There were no significant changes in the manner in which critical
accounting policies were applied or in which related judgments and
estimates were developed.
OUTLOOK
The Company anticipates that market conditions in 2003 for its Communications
segment will include excess production capacity, pricing pressure on products
with communications applications 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
and 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 efforts to adjust 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.
-23-
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 $8.0 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
$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 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.
FORWARD-LOOKING STATEMENTS
The statements set forth in this Quarterly Report on Form 10-Q 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.
-24-
The Company's actual results may differ materially from such forward-looking
statements for the following reasons: the depressed economic conditions in
Australia and the poor economic conditions in the United States, Europe and
parts of the Pacific Rim (and the impact such conditions may have on the
Company's sales); increasing price, product and service competition from United
States and international competitors (including new entrants); the credit
worthiness of the Company's customers (including the collectibility of
receivables resulting from sales by the Communications segment to VARs); the
Company's continued ability to introduce, manufacture and deploy competitive new
products and services on a timely, cost-effective basis; the 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 year; the threat of war and terrorist
activities; general industry and market conditions and growth rates; and other
factors noted in the Company's Annual Report on Form 10-K for 2002 and other
Securities Act filings.
-25-
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Market risks relating to the Company's operations result primarily from interest
rates, foreign exchange rates, certain commodity prices and concentrations of
credit. The Company manages its exposure to these and other market risks through
regular operating and financing activities, and on a limited basis, through the
use of derivative financial instruments. The Company intends to use such
derivative financial instruments as risk management tools and not for
speculative investment purposes. Quantitative and Qualitative Disclosures About
Market Risks in the Company's Annual Report on Form 10-K for 2002 provides more
information as to the types of practices and instruments used to manage risk.
The following provides a discussion of material changes to the Company's
exposure to market risk since December 31, 2002.
Interest Rate Risk
There have been no material changes to the Company's exposure to interest rate
risk since December 31, 2002.
Foreign Exchange Rate Risk
There have been no material changes to the Company's exposure to foreign
exchange rate risk since December 31, 2002.
Commodity Price Risk
There have been no material changes to the Company's exposure to commodity price
risk since December 31, 2002.
Credit Risk
There have been no material changes to the Company's exposure to credit risk
since December 31, 2002.
Debt Covenant Compliance Risk
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. The
Company does not anticipate that its performance during the quarter ended June
30, 2003 will meet the leverage covenant under the Credit Agreement applicable
to that quarter. As a result, the Company is working with its bank group to
structure a new credit facility. 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.
ITEM 4: CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information required to be included in the
Company's periodic SEC filings relating to the Company (including its
consolidated subsidiaries).
There were no significant changes in the Company's disclosure controls and
procedures or in other factors that could significantly affect these disclosure
controls and procedures subsequent to the date of our most recent evaluation.
-26-
PART II OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
Exhibit 99.1 Certificate of the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certificate of the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
Reports on Form 8-K
On January 30, 2003, the Company filed a Current Report on Form 8-K relating
to the announcement of the Company's financial results for the three and
twelve-month periods ended December 31, 2002.
-27-
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BELDEN INC.
Date: May 13, 2003 By: /s/ C. Baker Cunningham
-----------------------------------
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer
Date: May 13, 2003 By: /s/ Richard K. Reece
-----------------------------------
Richard K. Reece
Vice President, Finance
and Chief Financial Officer
-28-
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, C. Baker Cunningham, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of circumstances under which the
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors:
a) all significant deficiencies in the design or operation of
disclosure controls and procedures which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors any
material weakness in disclosure controls and procedures; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
disclosure controls and procedures; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
disclosure controls and procedures or in other factors that could
significantly affect disclosure controls and procedures subsequent to the
date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
May 13, 2003
/s/ C. Baker Cunningham
------------------------------------------------------------
C. Baker Cunningham
Chairman of the Board, President and Chief Executive Officer
-29-
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Richard K. Reece, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of circumstances under which the
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors:
a) all significant deficiencies in the design or operation of
disclosure controls and procedures which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors any
material weakness in disclosure controls and procedures; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
disclosure controls and procedures; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
disclosure controls and procedures or in other factors that could
significantly affect disclosure controls and procedures subsequent to the
date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
May 13, 2003
/s/ Richard K. Reece
---------------------------------------------------
Richard K. Reece
Vice President, Finance and Chief Financial Officer
-30-