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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 June 30, 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 August 12, 2003: 25,396,350 shares
================================================================================
Exhibit Index on Page 33 Page 1 of 35
-1-
PART I FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------------------------------------
JUNE 30, December 31,
2003 2002
- ----------------------------------------------------------------------------------------------------------
(in thousands) (UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents $ 48,439 $ 19,409
Receivables 115,262 109,180
Inventories 144,937 159,817
Income taxes receivable 3,175 2,428
Deferred income taxes 15,961 15,097
Other current assets 5,168 7,818
- --------------------------------------------------------------------------------------------------------
Total current assets 332,942 313,749
Property, plant and equipment, less accumulated depreciation 333,268 337,196
Goodwill and other intangibles, less accumulated amortization 80,453 79,588
Other long-lived assets 8,852 13,006
- --------------------------------------------------------------------------------------------------------
$ 755,515 $ 743,539
- ---------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 122,121 $ 124,968
Income taxes payable - -
- --------------------------------------------------------------------------------------------------------
Total current liabilities 122,121 124,968
Long-term debt 202,921 203,242
Postretirement benefits other than pensions 10,560 10,732
Deferred income taxes 72,906 71,470
Other long-term liabilities 32,211 25,932
Stockholders' equity
Preferred stock - -
Common stock 262 262
Additional paid-in capital 39,547 40,917
Retained earnings 297,320 302,900
Accumulated other comprehensive loss (7,550) (17,859)
Unearned deferred compensation (2,516) (2,014)
Treasury stock (12,267) (17,011)
- --------------------------------------------------------------------------------------------------------
Total stockholders' equity 314,796 307,195
- --------------------------------------------------------------------------------------------------------
$ 755,515 $ 743,539
========================================================================================================
See accompanying notes.
-2-
CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
- ------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
- ------------------------------------------------------------------------------------------------------------
(in thousands, except per share data) 2003 2002 2003 2002
Revenues $ 214,052 $ 207,689 $ 410,361 $ 414,764
Cost of sales 184,335 171,144 353,612 345,746
- ------------------------------------------------------------------- ----------------------------------------
Gross profit 29,717 36,545 56,749 69,018
Selling, general and administrative expenses 26,826 26,162 54,024 53,054
Other operating expense 352 - 352 -
- ------------------------------------------------------------------------------------------------------------
Operating earnings 2,539 10,383 2,373 15,964
Interest expense 3,174 3,374 6,388 7,210
- ------------------------------------------------------------------------------------------------------------
Income/(loss) before taxes (635) 7,009 (4,015) 8,754
Income tax expense/(benefit) 118 2,313 (964) 2,889
- ------------------------------------------------------------------------------------------------------------
Net income/(loss) $ (753) $ 4,696 $ (3,051) $ 5,865
- ------------------------------------------------------------------------------------------------------------
Basic average shares outstanding 25,078 24,753 25,035 24,730
Basic earnings/(loss) per share $ (.03) $ .19 $ (.12) $ .24
- ------------------------------------------------------------------------------------------------------------
Diluted average shares outstanding 25,078 25,007 25,035 24,957
Diluted earnings/(loss) per share $ (.03) $ .19 $ (.12) $ .24
- ------------------------------------------------------------------------------------------------------------
Dividends declared per share $ .05 $ .05 $ .10 $ .10
- ------------------------------------------------------------------------------------------------------------
See accompanying notes.
-3-
CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 2003 2002
- ---------------------------------------------------------------------------------------------------------------------
(in thousands)
Cash flows from operating activities
Net income/(loss) $ (3,051) $ 5,865
Adjustments to reconcile net income/(loss) to net cash provided by operating
activities
Depreciation and amortization 18,115 19,539
Asset impairment charges 375 -
Retirement savings plan contributions 1,909 -
Stock compensation 902 538
Changes in operating assets and liabilities (1)
Receivables 2,697 (6,502)
Inventories 19,861 (2,804)
Accounts payable and accrued liabilities (8,763) 14,908
Current and deferred income taxes, net (216) 15,160
Other assets and liabilities, net 9,235 (4,812)
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 41,064 41,892
Cash flows from investing activities
Capital expenditures (11,147) (15,661)
Proceeds from disposal of long-lived assets 86 97
- ---------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (11,061) (15,564)
Cash flows from financing activities
Net payments under long-term credit facility and credit agreements - (26,723)
Proceeds from employee stock purchase plan settlement 61 -
Proceeds from exercise of stock options - 1,271
Cash dividends paid (2,529) (2,496)
- ---------------------------------------------------------------------------------------------------------------------
Net cash used for financing activities (2,468) (27,948)
Effect of exchange rate changes on cash and cash equivalents 1,495 242
- ---------------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents 29,030 (1,378)
Cash and cash equivalents, beginning of period 19,409 2,799
- ---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 48,439 $ 1,421
- ---------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information
Income tax refunds received $ 10,873 $ 15,225
Income taxes paid (10,126) (2,306)
Interest paid, net of amount capitalized (7,350) (7,390)
- ---------------------------------------------------------------------------------------------------------------------
See accompanying notes.
(1) Net of the effects of exchange rate changes and acquired businesses.
-4-
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 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) $314,245
Net income 5,865 5,865
Foreign currency translation adjustments 13,975 13,975
Unrealized loss on derivative instruments 245 245
--------
Comprehensive income 20,085
Issuance of treasury stock
Exercise of stock options (509) 1,780 1,271
Stock compensation (507) 2,465 (1,958) -
Employee stock purchase plan (44) (89) (133)
Amortization of unearned deferred compensation 538 538
Cash dividends ($.05 per share) (2,496) (2,496)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2002 $ 262 $42,713 $327,040 $(21,447) $ (2,653) $ (12,405) $333,510
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2002 $ 262 $40,917 $302,900 $(17,011) $ (2,014) $ (17,859) $307,195
Net loss (3,051) (3,051)
Foreign currency translation adjustments 10,373 10,373
Minimum pension liability adjustments (64) (64)
--------
Comprehensive income 7,258
Issuance of treasury stock
Stock compensation (560) 1,964 (1,255) 149
Employee stock purchase plan (17) 78 61
Retirement savings plan contributions (793) 2,702 1,909
Amortization of unearned deferred compensation 753 753
Cash dividends ($.05 per share) (2,529) (2,529)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2003 $ 262 $39,547 $297,320 $(12,267) $ (2,516) $ (7,550) $314,796
- -----------------------------------------------------------------------------------------------------------------------------------
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. During 2003, the Company closed the Kingston facility and relocated
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 manufactured and marketed
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 four stock compensation plans--the Belden Inc. 2003 Long-term
Incentive Plan and the Belden Inc. 1994 Incentive Plan (together, the "Incentive
Plans") as well as the Belden Inc. 2003 Employee Stock Purchase Plan and the
Belden Inc. 1994 Employee Stock Purchase Plan (together, the "Stock Purchase
Plans").
-6-
Under the Incentive Plans, 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
Plans. 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 Plans, 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 Plans.
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 Six Months Ended
June 30, June 30,
- -------------------------------------------------------------------------------------------------------------
2003 2002 2003 2002
- -------------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
AS REPORTED
Stock-based employee compensation cost, net of tax $ 343 $ 156 $ 573 $ 311
Net income/(loss) (753) 4,696 (3,051) 5,865
Basic earnings/(loss) per share (.03) .19 (.12) .24
Diluted earnings/(loss) per share (.03) .19 (.12) .24
PRO FORMA
Stock-based employee compensation cost, net of tax $ 616 $ 711 $ 1,425 $ 1,391
Net income/(loss) (1,026) 4,141 (3,903) 4,785
Basic earning/(loss) per share (.04) .17 (.16) .19
Diluted earnings/(loss) per share (.04) .17 (.16) .19
- -------------------------------------------------------------------------------------------------------------
The fair value of common stock options outstanding under the Incentive Plans and
the fair value of stock purchase rights outstanding under the Stock Purchase
Plans were estimated at the date of grant using the Black-Scholes option-pricing
model.
-7-
For the three- and six-month periods ended June 30, 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 Six Months Ended
June 30, June 30,
- -------------------------------------------------------------------------------------------------------------
2003 2002 2003 2002
- -------------------------------------------------------------------------------------------------------------
Dividend yield 12.29% 5.87% 10.71% 6.61%
Expected volatility 41.71% 39.19% 41.86% 39.14%
Expected life (in years) 7.00 7.00 7.00 7.00
Risk free interest rate 3.55% 4.85% 3.40% 4.60%
- -------------------------------------------------------------------------------------------------------------
For the three- and six-month periods ended June 30, 2003 and 2002, the weighted
average per share fair value of options granted under the Incentive Plans and
purchase rights granted under the Stock Purchase Plans during each period were
as follows:
- -------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
- -------------------------------------------------------------------------------------------------------------
2003 2002 2003 2002
- -------------------------------------------------------------------------------------------------------------
Incentive Plan $ 4.55 $ 5.66 $ 5.92 $ 4.46
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.
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 $1.6 million
were included in selling, general and administrative expenses for the
three-month periods ended June 30, 2003 and 2002, respectively. Certain handling
costs totaling $3.2 million and $3.3 million were included in selling, general
and administrative expenses for the six-month periods ended June 30, 2003 and
2002, respectively.
-8-
NOTE 2: SHARE INFORMATION
- --------------------------------------------------------------------------------------------
Common Stock Treasury Stock
- --------------------------------------------------------------------------------------------
(number of shares in thousands)
Balance at December 31, 2001 26,204 (1,443)
Issuance/(return) of treasury stock
Exercise of stock options - 69
Stock compensation - 94
Employee stock purchase plan settlement - (3)
- ----------------------------------------------------------------------------------------
Balance at June 30, 2002 26,204 (1,283)
- ----------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2002 26,204 (1,091)
ISSUANCE OF TREASURY STOCK
STOCK COMPENSATION - 106
EMPLOYEE STOCK PURCHASE PLAN SETTLEMENT - 4
RETIREMENT SAVINGS PLAN CONTRIBUTIONS - 148
- ----------------------------------------------------------------------------------------
BALANCE AT JUNE 30, 2003 26,204 (833)
- ----------------------------------------------------------------------------------------
NOTE 3: EARNINGS/(LOSS) PER SHARE
- ----------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
- ----------------------------------------------------------------------------------------------------------------------
2003 2002 2003 2002
- ----------------------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
Numerator
Net income/(loss) $ (753) $ 4,696 $ (3,051) $ 5,865
- ----------------------------------------------------------------------------------------------------------------------
Denominator
Denominator for basic earnings/(loss) per share -
adjusted weighted average shares 25,078 24,753 25,035 24,730
Effect of dilutive employee stock options - 254 - 227
- ----------------------------------------------------------------------------------------------------------------------
Denominator for dilutive earnings/(loss) per share -
adjusted weighted average shares 25,078 25,007 25,035 24,957
- ----------------------------------------------------------------------------------------------------------------------
Basic earnings/(loss) per share $ (.03) $ .19 $ (.12) $ .24
- ----------------------------------------------------------------------------------------------------------------------
Diluted earnings/(loss) per share $ (.03) $ .19 $ (.12) $ .24
- ----------------------------------------------------------------------------------------------------------------------
Due to the Company's net loss for the three months ended June 30, 2003, it did
not include the outstanding common stock equivalents in the fully diluted
computation because they were antidilutive. For the three months ended June 30,
2002, the Company did not include 0.6 million outstanding common stock
equivalents in the fully diluted computation because they were antidilutive.
Due to the Company's net loss for the six months ended June 30, 2003, it did not
include the average outstanding common stock equivalents in the fully diluted
computation because they were antidilutive. For the six months ended June 30,
2002, the Company did not include 0.6 million average outstanding common stock
equivalents in the fully diluted computation because they were antidilutive.
-9-
NOTE 4: ACCUMULATED OTHER COMPREHENSIVE LOSS
- --------------------------------------------------------------------------------------------------------------------
Foreign Unrealized Accumulated
Currency Gain/(Loss) on Minimum Pension Other
Translation Derivative Liability Comprehensive
Adjustments Instruments Loss
- --------------------------------------------------------------------------------------------------------------------
(in thousands)
Balance at December 31, 2001 $ (24,474) $ (245) $ (1,906) $ (26,625)
Current Period Change 13,975 245 - (14,220)
- ----------- ------------------------------------------------------------------------------------------------------
Balance at June 30, 2002 $ (10,499) $ - $ (1,906) $ (12,405)
- ----------- ------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2002 $ (3,117) $ - $ (14,742) $ (17,859)
CURRENT PERIOD CHANGE 10,373 - (64) 10,309
- ----------- ------------------------------------------------------------------------------------------------------
BALANCE AT JUNE 30, 2003 $ 7,256 $ - $ (14,806) $ (7,550)
==================================================================================================================
Minimum pension liability at June 30, 2003 is presented net of deferred taxes in
the amount of $9.5 million. Minimum pension liability at June 30, 2002 is
presented net of deferred taxes in the amount of $1.2 million.
NOTE 5: INVENTORIES
- --------------------------------------------------------------------------------
JUNE 30, December 31,
2003 2002
- --------------------------------------------------------------------------------
(in thousands)
Raw materials $ 21,359 $ 22,988
Work-in-process 18,262 21,673
Finished goods 118,994 134,375
Perishable tooling and supplies 4,487 4,887
- -------------------------------------------------------------------------------
Gross inventories 163,102 183,923
Excess of current standard costs over LIFO costs (5,626) (5,596)
Obsolescence and other reserves (12,539) (18,510)
- -------------------------------------------------------------------------------
Net inventories $ 144,937 $ 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.
During the second quarter of 2003, the Company recorded additional severance and
other related benefits costs in the amount of $2.5 million related to the
manufacturing facility closings in Germany and Australia as operating expense
($1.9 million in cost of sales and $0.6 million in selling, general and
administrative expenses).
The Company anticipates making substantially all severance payments against
these accruals within one year of each accrual date. Certain sales, marketing,
customer service and distribution activities will continue in each country.
-10-
The following table sets forth termination activity that occurred during the
three months ended June 30, 2003:
- ---------------------------------------------------------------------------------------------------------------------------
Acquisition Facility Total Number of
Related Consolidation Employees Eligible
Severance and Severance and Total Severance for Serverance and
Other Related Other Related and Other Other Related
Benefits Benefits Related Benefits Benefits
- ---------------------------------------------------------------------------------------------------------------------------
(in thousands, except number of
employees)
Balance at March 31, 2003 $ 8,420 $ 8,146 $ 16,566 403
Cash payments/terminations (2,645) (2,769) (5,414) (181)
Foreign currency translation 625 307 932 -
Charges/other adjustments (2,727) 2,452 (275) 7
- ---------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2003 $ 3,673 $ 8,136 $ 11,809 229
===========================================================================================================================
The following table sets forth termination activity that occurred during the six
months ended June 30, 2003:
- ---------------------------------------------------------------------------------------------------------------------------
Acquisition Facility Total Number of
Related Consolidation Employees Eligible
Severance and Severance and Total Severance for Serverance and
Other Related Other Related and Other Other Related
Benefits Benefits Related Benefits Benefits
- ---------------------------------------------------------------------------------------------------------------------------
(in thousands, except number of
employees)
Balance at December 31, 2002 $ 11,317 $ 8,344 $ 19,661 430
Cash payments/terminations (5,986) (3,222) (9,208) (246)
Foreign currency translation 1,194 562 1,756 -
Charges/other adjustments (2,852) 2,452 (400) 45
- ---------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2003 $ 3,673 $ 8,136 $ 11,809 229
===========================================================================================================================
Charges/other adjustments for acquisition related severance and other related
benefits reflects the reduction of charges originally accrued as of the
acquisition date due to unanticipated early retirements of identified employees.
In accordance with SFAS No. 141, Business Combinations, the original purchase
price allocation for the NORCOM acquisition was revised, resulting in a like
reduction in property, plant and equipment. Charges/other adjustments for
facility consolidation severance and other related benefits reflects additional
charges recognized during the second quarter of 2003 related to the completed
and planned manufacturing facility closures in Australia and Germany,
respectively.
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, provided for an aggregate
$75.0 million unsecured, variable-rate and revolving credit facility expiring in
June 2004. On June 27, 2003, the Company cancelled the Credit Agreement and is
working with its bank group to finalize 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 or any successor credit facility
to meet its capital expenditure, dividend and working capital requirements.
Short-Term Borrowings
At June 30, 2003, the Company had unsecured, uncommitted arrangements with 5
banks under which it could borrow up to $26.2 million at prevailing interest
rates. There were no outstanding borrowings under these arrangements at June 30,
2003.
-11-
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 June 30,
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 June 30, 2003 was $2.9 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, and $0.9 million
pretax, or $0.03 per diluted share, were recorded as reductions to interest
expense for the three- and six-month periods ended June 30, 2003. Net interest
differentials earned from the interest rate swaps reduced the Company's average
interest rate on long-term debt by 0.95 and 0.89 percentage points for the
three- and six-month periods ended June 30, 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 $1.0 million for the six-months ended June 30, 2003
resulted from a net loss before taxes of $4.0 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 six months ended June 30,
2003 are analyzed below:
- -----------------------------------------------------------------------------
Six Months Ended June 30, 2003 Amount Rate
- -----------------------------------------------------------------------------
(in thousands, except rate data)
Provision at statutory rate $(1,405) 35.0 %
State income taxes (275) 6.8 %
Lower foreign tax rates and other 716 (17.8)%
- ----------------------------------------------------------------------------
Total tax $ (964) 24.0 %
- ----------------------------------------------------------------------------
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.
Severance and Other Related Benefits
The Company is currently negotiating the sale of part of its business in Germany
to a management-led buyout group. If the buyout does not occur, the Company
would recognize and pay severance and other related benefits costs of
approximately $2.8 million for an additional group of German employees. Even if
the buyout does occur, the Company will retain severance and other related
benefits liabilities in the event the buyout group terminates transferred
employees within three years of the buyout date. The severance and other related
benefits amounts are reduced based upon the duration of employment with the
buyout group.
-12-
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 1 year to 12 years. The only intercompany guarantees outstanding at June
30, 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 and the guaranty executed by
Belden Inc. related to $6.9 million of potential indebtedness under an overdraft
line of credit between Belden Wire & Cable B.V. and its local cash management
bank. The maximum potential amount of future payments Belden Inc. or its
subsidiaries could be required to make under these intercompany guarantees at
June 30, 2003 is $206.9 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.
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 JUNE 30, 2003 ELECTRONICS COMMUNICATIONS OTHER CONSOLIDATED
- ----------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
EXTERNAL CUSTOMER REVENUES $ 137,721 $ 76,331 $ - $214,052
AFFILIATE REVENUES 4,736 502 (5,238) -
OPERATING EARNINGS/(LOSS) 7,121 (1,520) (3,062) 2,539
TOTAL ASSETS 424,895 290,467 40,153 755,515
=============================================================================================================
- ---------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, 2002 Electronics Communications Other Consolidated
- ---------------------------------------------------------------------------------------------------------------
(in thousands)
External customer revenues $ 145,406 $ 62,283 $ - $207,689
Affiliate revenues 3,354 280 (3,634) -
Operating earnings/(loss) 14,918 (1,773) (2,762) 10,383
Total assets 441,181 288,555 3,407 733,143
=============================================================================================================
-13-
- ---------------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED JUNE 30, 2002 ELECTRONICS COMMUNICATIONS OTHER CONSOLIDATED
- ---------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
EXTERNAL CUSTOMER REVENUES $ 274,760 $ 135,601 $ - $410,361
AFFILIATE REVENUES 6,860 981 (7,841) -
OPERATING EARNINGS/(LOSS) 14,097 (5,849) (5,875) 2,373
- -------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 2002 Electronics Communications Other Consolidated
- ---------------------------------------------------------------------------------------------------------------
(in thousands)
External customer revenues $ 282,424 $ 132,340 $ - $414,764
Affiliate revenues 5,689 950 (6,639) -
Operating earnings/(loss) 21,736 (102) (5,670) 15,964
- -------------------------------------------------------------------------------------------------------------
GEOGRAPHIC INFORMATION
- --------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, 2003 2002
- --------------------------------------------------------------------------------------------------------------
PERCENT OF Percent of
REVENUES REVENUES Revenues Revenues
- --------------------------------------------------------------------------------------------------------------
(in thousands, except % data)
United States $128,237 60% $133,722 64%
Canada 21,285 10% 11,347 6%
United Kingdom 19,262 9% 21,731 10%
Continental Europe 26,370 12% 22,955 11%
Rest of World 18,898 9% 17,934 9%
- ----------------------------------------------------------------------------------------------------------
Total $214,052 100% $207,689 100%
- ----------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 2003 2002
- --------------------------------------------------------------------------------------------------------------
PERCENT OF Percent of
REVENUES REVENUES Revenues Revenues
- --------------------------------------------------------------------------------------------------------------
(in thousands, except % data)
United States $238,102 58% $264,298 64%
Canada 43,117 11% 23,730 6%
United Kingdom 38,847 9% 43,017 10%
Continental Europe 53,440 13% 47,078 11%
Rest of World 36,855 9% 36,641 9%
- ----------------------------------------------------------------------------------------------------------
Total $410,361 100% $414,764 100%
- ----------------------------------------------------------------------------------------------------------
-14-
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- and six-month periods ended June 30, 2003 with the three-
and six-month periods ended June 30, 2002.
- ---------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
- ---------------------------------------------------------------------------------------
2003 2002 2003 2002
- ---------------------------------------------------------------------------------------
(In thousands)
Revenues $ 214,052 $ 207,689 $ 410,361 $414,764
Gross profit 29,717 36,545 56,749 69,018
Operating earnings 2,539 10,383 2,373 15,964
Interest expense 3,174 3,374 6,388 7,210
Income/(loss) before taxes (635) 7,009 (4,015) 8,754
Net income/(loss) (753) 4,696 (3,051) 5,865
=======================================================================================
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- and six-month periods ended June 30, 2003 with
the three- and six-month periods ended June 30, 2002.
- -------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
- -------------------------------------------------------------------------------------------------------
2003 2002 2003 2002
- -------------------------------------------------------------------------------------------------------
(In thousands, except % data)
External customer revenues $ 137,721 $ 145,406 $ 274,760 $ 282,424
Affiliate revenues 4,736 3,354 6,860 5,689
Operating earnings 7,121 14,918 14,097 21,736
As a percent of external customer revenues 5.2% 10.3% 5.1% 7.7%
=======================================================================================================
-15-
The following table sets forth information comparing the Communications segment
operating results for the three- and six-month periods ended June 30, 2003 with
the three- and six-month periods ended June 30, 2002.
- ---------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
- ---------------------------------------------------------------------------------------------------------------
2003 2002 2003 2002
- ---------------------------------------------------------------------------------------------------------------
(In thousands, except % data)
External customer revenues $ 76,331 $ 62,283 $ 135,601 $ 132,340
Affiliate revenues 502 280 981 950
Operating earnings/(loss) (1,520) (1,773) (5,849) (102)
As a percent of external customer revenues (2.0)% (2.8)% (4.3)% (0.1)%
- ---------------------------------------------------------------------------------------------------------------
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. During 2003, the Company closed the Kingston facility and relocated
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 manufactured and marketed
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 JUNE 30, 2003 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2002
REVENUES
Revenues increased 3.0% to $214.1 million in the three months ended June 30,
2003 from $207.7 million in the three months ended June 30, 2002 due to
favorable currency translation on international revenues and the inclusion of
revenues generated by NORCOM, acquired in the fourth quarter of 2002, partially
offset by reduced sales volume and decreased selling prices.
Favorable foreign currency translation on international revenues contributed 4.7
percentage points of revenue increase. The euro, British pound, Canadian dollar
and Australian dollar appreciated in relation to the United States dollar from
average exchange values of $0.92, $1.46, $0.64 and $0.55, respectively, in the
second quarter of 2002 to $1.14, $1.62, $0.71 and $0.64, respectively, in the
second quarter of 2003.
Revenues generated by NORCOM during the second quarter of 2003 in the amount of
$9.7 million contributed 4.7 percentage points of revenue increase. The Company
acquired NORCOM in the fourth quarter of 2002.
Decreased unit sales partially offset the positive impact that currency
translation and NORCOM had on revenues by 5.7 percentage points. The Company
experienced volume decreases in its sales of products with communications,
networking, industrial and entertainment/OEM applications due primarily to
unfavorable economic conditions in the United States, Europe and parts of Asia
as well as capital spending reductions by the major communications companies.
Decreased product pricing partially offset the positive impact that currency
translation and NORCOM had on revenues by 0.7 percentage points. This decrease
resulted primarily from sales price reductions implemented on certain products
with communications and networking applications partially offset by sales price
increases implemented on certain products with industrial and entertainment/OEM
applications.
-16-
Revenues in the United States, representing 59.9% of the Company's total
revenues generated during the three months ended June 30, 2003, declined by 4.1%
compared with revenues generated during the same period in 2002. This decline
was attributed to a shortfall in sales of Electronics segment products that was
partially offset by improvement in Communications segment product sales. United
States revenues generated from the sale of Electronics segment products during
the second quarter of 2003 declined by 12.4% compared with revenues generated
during the second quarter of 2002. Revenues generated in the United States from
the sale of Communications segment products during the three months ended June
30, 2003 increased by 12.2% compared with the same period in 2002. Absent the
revenues generated by NORCOM during the second quarter of 2003, revenues
generated in the United States from the sale of Communications segment products
during the three months ended June 30, 2003 increased 11.5%.
Revenues in Canada represented 9.9% of the Company's total revenues for the
quarter ended June 30, 2003. Canadian revenues for the second quarter of 2003
increased by 87.6% compared with revenues for the second quarter of 2002 due
primarily to revenues generated by NORCOM and the impact of favorable currency
translation partially offset by lower local currency revenues generated on the
sale of products with industrial applications. Local currency revenues generated
by NORCOM contributed 82.7 percentage points of revenue increase. The impact of
favorable currency translation contributed 10.3 percentage points of revenue
increase. Lower local currency revenues generated on the sale of products with
industrial applications partially offset the positive impact that currency
translation and NORCOM had on total Canadian revenues by 5.4 percentage points.
Revenues in the United Kingdom, representing 9.0% of the Company's total
revenues generated during the second quarter of 2003, declined by 11.4% compared
with revenues generated during the same period in 2002. Absent the impact of
favorable currency translation, revenues generated for the second quarter of
2003 declined by 18.8% 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 12.3% of the Company's total revenues
for the quarter ended June 30, 2003. Continental European revenues generated
during the second quarter of 2003 increased by 14.9% 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 second quarter of 2003 decreased by 13.0% 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 8.9% of the Company's total
revenues generated during the three months ended June 30, 2003, increased by
5.4% 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.
-17-
COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the components of
earnings/(loss) for the three months ended June 30, 2003 with the three months
ended June 30, 2002.
- --------------------------------------------------------------------------------------------------
Percent
Decrease
2003 Compared
Three Months Ended June 30, 2003 2002 With 2002
- --------------------------------------------------------------------------------------------------
(in thousands, except % data)
Gross profit $ 29,717 $ 36,545 (18.7)%
As a percent of revenues 13.9% 17.6%
Operating earnings $ 2,539 $ 10,383 (75.5)%
As a percent of revenues 1.2% 5.0%
Income/(loss) before taxes $ (635) $ 7,009 (109.1)%
As a percent of revenues (0.3)% 3.4%
Net income/(loss) $ (753) $ 4,696 (116.0)%
As a percent of revenues (0.4)% 2.3%
- ------------------------------------------------------------------------------------------------
Gross profit decreased 18.7% to $29.7 million in the three months ended June 30,
2003 from $36.5 million in the three months ended June 30, 2002 due primarily to
lower sales volume, higher product costs resulting from rising copper and
petroleum-based commodities prices, the impact of sales price reductions taken
on certain products with communications and networking applications and
additional severance and other related benefits costs of $1.9 million recognized
in the current quarter related to the completed and planned manufacturing
facility closings in Australia and Germany, respectively. The impact of
material, labor and overhead cost reductions partially offset the negative
effect that volume, product costs, pricing and the additional severance costs
had on the gross profit comparison. Gross profit as a percent of revenues
declined by 3.7 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 decreased 75.5% to $2.5 million for the three months ended
June 30, 2003 from $10.4 million for the three months ended June 30, 2002 due
primarily to lower gross profit and additional asset impairment charges of $0.4
million recognized in the current quarter related to the planned manufacturing
facility closing in Germany. Also contributing to the negative operating
earnings comparison was an increase in selling, general and administrative
expenses to $26.8 million in the second quarter of 2003 from $26.2 million for
the second quarter of 2002 due primarily to the NORCOM acquisition in the fourth
quarter of 2002, the unfavorable impact of currency translation and additional
severance and other benefits costs of $0.6 million recognized in the current
quarter related to the completed and planned manufacturing facility closings in
Australia and Germany, respectively. However, selling, general and
administrative expenses decreased to 12.5% of revenues in the second quarter of
2003 from 12.6% of revenues in the second quarter of 2002. Operating earnings as
a percent of revenues declined by 3.8 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 109.1% to a loss before taxes of $0.6
million in the three months ended June 30, 2003 from income before taxes of $7.0
million in the three months ended June 30, 2002 due mainly to lower operating
earnings. The lower operating earnings were partially offset by decreased
interest expense. Interest expense decreased 5.9% to $3.2 million in the second
quarter of 2003 from $3.4 million in the second quarter of 2002 due to lower
average borrowings and marginally lower interest rates. Average debt outstanding
during the second quarters of 2003 and 2002 was $200.1 million and $210.0
million, respectively. The Company's average interest rate was 6.6% in the
second quarter of 2003 and 6.8% in the second quarter of 2002.
-18-
The Company's effective annual tax rate decreased to 24% through the quarter
ended June 30, 2003 from an effective annual tax rate of 32% through the quarter
ended June 30, 2002. The tax rate decrease was due primarily to the relative
benefit of permanent deductions to a smaller anticipated annual pretax income
amount ($2.0 million as determined at June 30, 2003 compared to $35.4 as
determined at June 30, 2002).
Net income/(loss) decreased 116.0% to a net loss of $0.8 million in the three
months ended June 30, 2003 from net income of $4.7 million in the three months
ended June 30, 2002 due mainly to lower income/(loss) before taxes.
Electronics Segment
Revenues generated from sales to external customers decreased 5.3% to $137.7
million for the quarter ended June 30, 2003 from $145.4 million for the quarter
ended June 30, 2002. The segment experienced lower sales volume on products with
networking, industrial, entertainment/OEM and communications applications due to
the unfavorable manufacturing economies in the United States, Europe and parts
of Asia. The impact of price reductions taken on certain products with
networking 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 and entertainment/OEM
applications. Favorable currency translation on international revenues partially
offset the negative impact that volume and pricing had on the revenue
comparison.
Operating earnings decreased 52.3% to $7.1 million for the quarter ended June
30, 2003 from $14.9 million for the quarter ended June 30, 2002 due mainly to
lower sales volumes, the impact of sales price reductions taken on certain
products, rising petroleum-based commodities prices and additional severance and
other benefits costs of $2.5 million and additional asset impairment costs of
$0.4 million recognized in the current quarter related to the completed and
planned manufacturing facility closings in Australia and Germany, respectively.
The negative effect these factors had on operating earnings was partially offset
by the impact of cost reductions related to certain material, labor,
manufacturing overhead and selling, general and administrative expenditures. As
a percent of revenues from external customers, operating earnings decreased to
5.2% in the second quarter of 2003 from 10.3% in the second quarter of 2002 due
to the previously mentioned items.
Communications Segment
The Communications segment recorded revenues generated on sales to external
customers of $76.3 million for the quarter ended June 30, 2003, a 22.6% increase
from revenues of $62.3 million for the quarter ended June 30, 2002. The revenue
increase was due principally to improved distribution sales, favorable currency
translation on international revenues and the inclusion of revenues in the
amount of $9.7 million generated by NORCOM during the second quarter of 2003.
The Company acquired NORCOM in the fourth quarter of 2002. The positive impact
that improved distribution sales, currency translation and NORCOM had on the
revenue comparison was partially offset by capital spending reductions by the
major communications companies.
Operating loss improved 14.3% to $1.5 million for the quarter ended June 30,
2003 from $1.8 million for the quarter ended June 30, 2002 due primarily to
increased revenues and the impact of cost reductions related to certain
material, labor, manufacturing overhead and selling, general and administrative
expenditures. The positive impact that increased revenues and cost reductions
had on the operating loss comparison was partially offset by higher product
costs resulting from rising copper and petroleum-based commodities prices and
increased production, selling, general and administrative costs and expenses due
to the acquisition of NORCOM in the fourth quarter of 2002. Operating loss as a
percent of revenues from external customers improved to (2.0)% in the quarter
ended June 30, 2003 from (2.8)% in the same period of 2002 due to the previously
mentioned items and the segment's ability to leverage its fixed costs over a
higher revenue base.
-19-
RESULTS OF OPERATIONS--
SIX MONTHS ENDED JUNE 30, 2003 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2002
REVENUES
Revenues decreased 1.1% to $410.4 million in the six months ended June 30, 2003
from $414.8 million in the six months ended June 30, 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 9.1 percentage points of revenue decline. The
Company experienced volume decreases in its sales of products with
communications, networking, industrial and entertainment/OEM applications due
primarily to unfavorable economic conditions in the United States, Europe and
parts of Asia as well as capital spending reductions by the major communications
companies.
Decreased product pricing contributed 0.7 percentage points of revenue decline.
This decrease resulted primarily from sales price reductions implemented on
certain products with communications and networking applications partially
offset by sales price increases implemented on certain products with industrial
and entertainment/OEM applications.
Favorable foreign currency translation on international revenues partially
offset the negative impact that volume and pricing had on revenue comparisons by
4.6 percentage points. The euro, British pound, Canadian dollar and Australian
dollar appreciated in relation to the United States dollar from average exchange
values of $0.90, $1.44, $0.64 and $0.53, respectively, in the first half of 2002
to $1.10, $1.61, $0.69 and $0.62, respectively, in the first half of 2003.
The inclusion of revenues in the amount of $16.8 million generated by NORCOM
also partially offset the negative impact that volume and pricing had on revenue
comparisons by 4.1 percentage points.
Revenues in the United States, representing 58.0% of the Company's total
revenues generated during the six months ended June 30, 2003, declined by 10.7%
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 half of 2003 declined by 10.2%
compared with revenues generated during the first half of 2002. Revenues
generated in the United States from the sale of Communications segment products
during the six months ended June 30, 2003 declined by 11.8% compared with the
same period in 2002.
Revenues in Canada represented 10.5% of the Company's total revenues for the
six-month period ended June 30, 2003. Canadian revenues for the first half of
2003 increased by 81.7% compared with revenues for the first six months of 2002
due primarily to revenues generated by NORCOM, increased demand for products
with industrial applications and the impact of favorable currency translation.
Local currency revenues generated by NORCOM contributed 68.4 percentage points
to the revenue increase. Local currency revenues generated on the sale of
products with industrial applications contributed 5.5 percentage points of the
revenue increase. The impact of favorable currency translation contributed 7.8
percentage points of the revenue increase.
Revenues in the United Kingdom, representing 9.5% of the Company's total
revenues generated during the first half of 2003, declined by 9.7% compared with
revenues generated during the same period in 2002. Absent the impact of
favorable currency translation, revenues generated for the first six months of
2003 declined by 17.7% 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.
-20-
Revenues in Continental Europe represented 13.0% of the Company's total revenues
for the six-month period ended June 30, 2003. Continental European revenues
generated during the first half of 2003 increased by 17.2% 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 half of 2003 decreased by 10.2%
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 9.0% of the Company's total
revenues generated during the six months ended June 30, 2003, increased by 3.4%
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 six months ended June 30, 2003 with the six months ended
June 30, 2002.
- --------------------------------------------------------------------------------------------------
Percent
Decrease
2003 Compared
Six Months Ended June 30, 2003 2002 With 2002
- --------------------------------------------------------------------------------------------------
(in thousands, except % data)
Gross profit $ 56,749 $ 69,018 (17.8)%
As a percent of revenues 13.8% 16.6%
Operating earnings $ 2,373 $ 15,964 (85.1)%
As a percent of revenues 0.6% 3.8%
Income/(loss) before taxes $ (4,015) $ 8,754 (145.9)%
As a percent of revenues (1.0)% 2.1%
Net income/(loss) $ (3,051) $ 5,865 (152.0)%
As a percent of revenues (0.7)% 1.4%
- ------------------------------------------------------------------------------------------------
Gross profit decreased 17.8% to $56.7 million in the six months ended June 30,
2003 from $69.0 million in the six months ended June 30, 2002 due primarily to
lower sales volume, higher product costs resulting from rising copper and
petroleum-based commodities prices, the impact of sales price reductions taken
on certain products with communications and networking applications, additional
severance and related benefits costs $1.9 million recognized in the second
quarter of 2003 related to the completed and planned manufacturing facility
closings in Australia and Germany, respectively, and a $1.4 million favorable
settlement from class action litigation regarding the pricing of copper futures
recognized in the first quarter of 2002. The impact of material, labor and
overhead cost reductions as well as severance costs of $2.1 million related to
headcount reductions in the Electronics segment recognized in the first quarter
of 2002 partially offset the negative effect that volume, product costs,
pricing, current-year severance costs and the prior-year litigation settlement
had on the gross profit comparison. Gross profit 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.
-21-
Operating earnings decreased 85.1% to $2.4 million for the six months ended June
30, 2003 from $16.0 million for the six months ended June 30, 2002 due primarily
to lower gross profit and additional asset impairment costs of $0.4 million
recognized in the second quarter of 2003 related to the planned manufacturing
facility closing in Germany. Also contributing to the negative operating
earnings comparison was an increase in selling, general and administrative
expenses to $54.0 million for the first half of 2003 from $53.1 million for the
first half of 2002 due primarily to the NORCOM acquisition in the fourth quarter
of 2002, the unfavorable impact of currency translation and additional severance
and other related benefits costs of $0.6 million recognized in the second
quarter of 2003 related to the completed and planned manufacturing facility
closings in Australia and Germany, respectively. This unfavorable performance
was somewhat mitigated by severance costs of $1.2 million recognized in the
first quarter of 2002 related to headcount reductions in the Electronics segment
as well as management reassignment costs of $0.5 million, bad debt expense of
$0.3 million and increased litigation services costs of $0.2 million recognized
in the second quarter of 2002. Selling, general and administrative expenses
increased to 13.2% of revenues in the first six months of 2003 from 12.8% of
revenues in the first half of 2002. Operating earnings as a percent of revenues
declined by 3.2 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 145.9% to a loss before taxes of $4.0
million in the six months ended June 30, 2003 from income before taxes of $8.8
million in the six months ended June 30, 2002 due mainly to lower operating
earnings. The lower operating earnings were partially offset by decreased
interest expense. Interest expense decreased 11.4% to $6.4 million in the first
half of 2003 from $7.2 million in the first half of 2002 due to lower average
borrowings and marginally lower interest rates. Average debt outstanding during
the first six months of 2003 and 2002 was $200.1 million and $224.0 million,
respectively. The Company's average interest rate was 6.7% in the first half of
2003 and 6.8% in the first half of 2002.
The Company's effective annual tax rate decreased to 24% through the quarter
ended June 30, 2003 from an effective annual tax rate of 32% through the quarter
ended June 30, 2002. The tax rate decrease was due primarily to the relative
benefit of permanent deductions to a smaller anticipated annual pretax income
amount ($2.0 million as determined at June 30, 2003 compared to $35.4 as
determined at June 30, 2002).
Net income/(loss) decreased 152.0% to a net loss of $3.1 million in the six
months ended June 30, 2003 from net income of $5.9 million in the six months
ended June 30, 2002 due mainly to lower income/(loss) before taxes.
Electronics Segment
Revenues generated from sales to external customers decreased 2.7% to $274.8
million for the six-month period ended June 30, 2003 from $282.4 million for the
six-month period ended June 30, 2002. The segment experienced lower sales volume
on products with networking, industrial, entertainment/OEM and communications
applications due to the unfavorable manufacturing economies in the United
States, Europe and parts of Asia. The impact of price reductions taken on
certain products with networking 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 and entertainment/OEM applications. Favorable currency translation on
international revenues partially offset the negative impact that volume and
pricing had on the revenue comparison.
-22-
Operating earnings decreased 35.1% to $14.1 million for the six months ended
June 30, 2003 from $21.7 million for the same period in 2002 due mainly to lower
sales volumes, the impact of sales price reductions taken on certain products,
rising petroleum-based commodities prices, additional severance and other
related benefit costs of $2.5 million and additional asset impairment costs of
$0.4 million recognized in the second quarter of 2003 related to the completed
and planned manufacturing facility closings in Australia and Germany,
respectively, and a $0.3 million favorable settlement from class action
litigation regarding the pricing of copper futures recognized during the first
quarter of 2002. The negative effect of sales volumes, price reductions, rising
commodities prices, current-year severance and asset impairment costs and the
prior-year litigation settlement had on the operating earnings comparison was
partially offset by the impact of cost reductions related to certain material,
labor, manufacturing overhead and selling, general and administrative
expenditures and severance costs of $3.3 million related to headcount reductions
recognized during the first quarter of 2002. As a percent of revenues from
external customers, operating earnings decreased to 5.1% in the first half of
2003 from 7.7% in the first half of 2002 due to the previously mentioned items
and the segment's inability to leverage its fixed costs over a lower revenue
base.
Communications Segment
The Communications segment recorded revenues generated on sales to external
customers of $135.6 million for the six months ended June 30, 2003, a 2.5%
increase from revenues of $132.3 million generated for the six months ended June
30, 2002. The revenue increase was due principally to favorable currency
translation on international revenues, the inclusion of revenues in the amount
of $16.8 million generated by NORCOM during the first half of 2003 and increased
sales of products with communications applications to distribution customers.
The positive impact of currency translation, NORCOM and increased distribution
sales had on the revenue comparison was partially offset by capital spending
reductions by the major communications companies.
Operating loss deteriorated to $5.8 million for the six months ended June 30,
2003 from $0.1 million for the six-month period ended June 30, 2002 due
primarily to lower sales volume, higher product costs resulting from rising
copper and petroleum-based commodities prices, increased production, selling,
general and administrative costs and expenses due to the acquisition of NORCOM
in the fourth quarter of 2002 and a $1.1 million favorable settlement from class
action litigation regarding the pricing of copper futures recognized 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 loss comparison. Operating loss as a percent of revenues from external
customers deteriorated to (4.3)% in the six months ended June 30, 2003 from
(0.1)% 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 include cash and cash equivalents, cash
from operations and amounts available under uncommitted 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.
On June 27, 2003, the Company terminated its credit agreement with a group of 7
banks that provided for an aggregate $75 million unsecured, variable-rate and
revolving credit facility. The Company is currently working with a bank group to
finalize a new credit facility. The Company does not anticipate a need during
the year ending December 31, 2003 for funds available under the terminated
credit agreement or any successor credit facility to meet its capital
expenditure, dividend and working capital requirements.
-23-
The following table summarizes the Company's cash flows from operating,
investing and financing activities as reflected in the Consolidated Cash Flow
Statements.
SUMMARIZED CASH FLOW STATEMENTS
==================================================================================================
Six Months Ended June 30, 2003 2002
- --------------------------------------------------------------------------------------------------
(in thousands)
Net cash provided by (used in)
Operating activities $ 41,064 $ 41,892
Investing activities (11,061) (15,564)
Financing activities (2,468) (27,948)
Effect of exchange rate changes on cash and cash equivalents 1,495 242
- --------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents $ 29,030 $ (1,378)
- --------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES
==================================================================================================
Six Months Ended June 30, 2003 2002
- --------------------------------------------------------------------------------------------------
(in thousands)
Net income/(loss) $ (3,051) $ 5,865
Depreciation and amortization 18,115 19,539
Asset impairment charges 375 -
Retirement plan savings contributions 1,909 -
Stock compensation 902 538
Decrease/(increase) in operating assets and liabilities, net 22,814 15,950
- --------------------------------------------------------------------------------------------------
Net cash provided by operating activities $ 41,064 $ 41,892
==================================================================================================
Net cash provided by operating activities in the first half of 2003 totaled
$41.1 million and included a $22.8 million net decrease in operating assets and
liabilities. This net decrease in operating assets and liabilities resulted
primarily from decreased inventories, receivables, and other net operating
assets and liabilities 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 half of 2002 totaled
$41.9 million and included a $16.0 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
=========================================================================
Six Months Ended June 30, 2003 2002
- -------------------------------------------------------------------------
(in thousands)
Capital expenditures $(11,147) $(15,661)
Proceeds from disposal of long-lived assets 86 97
- -------------------------------------------------------------------------
Net cash used in investing activities $(11,061) $(15,564)
=========================================================================
CAPITAL EXPENDITURES
=========================================================================
Six Months Ended June 30, 2003 2002
- -------------------------------------------------------------------------
(in thousands)
Capacity modernization and enhancement $ 9,461 $ 11,545
Capacity expansion 241 1,520
Other 1,445 2,596
- -------------------------------------------------------------------------
$ 11,147 $ 15,661
=========================================================================
-24-
Capital expenditures during the six months ended June 30, 2003 and 2002
represented 2.7% and 3.8%, respectively, of revenues for the same periods.
Investment during both the first six months of 2003 and 2002 was utilized
principally for maintaining and enhancing existing production capabilities.
NET CASH USED IN FINANCING ACTIVITIES
=========================================================================================
Six Months Ended June 30, 2003 2002
- -----------------------------------------------------------------------------------------
(in thousands)
Net payments under long-term credit facility and credit agreements $ - $(26,723)
Proceeds from the exercise of stock options - 1,271
Proceeds from employee stock purchase plan settlement 61 -
Cash dividends paid (2,529) (2,496)
- -----------------------------------------------------------------------------------------
Net cash used in financing activities $ (2,468) $(27,948)
=========================================================================================
During the six months ended June 30, 2003, dividends of $0.10 per share were
paid to shareholders.
During the six months ended June 30, 2002, the Company repaid $26.7 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 $0.10 per
share were paid to shareholders for the same period.
Working Capital
The following table summarizes the Company's working capital position at June
30, 2003 and December 31, 2002.
=======================================================================================
JUNE 30, December 31,
2003 2002
- ---------------------------------------------------------------------------------------
(in thousands, except current ratio)
Current assets
Cash and cash equivalents $ 48,439 $ 19,409
Receivables 115,262 109,180
Inventories 144,937 159,817
Income taxes receivable 3,175 2,428
Deferred income taxes 15,961 15,097
Other current assets 5,168 7,818
- ---------------------------------------------------------------------------------------
Total current assets $332,942 $ 313,749
- ---------------------------------------------------------------------------------------
Total current assets less cash and cash equivalents $284,503 $ 294,340
Current liabilities
Accounts payable and accrued liabilities $122,121 $ 124,968
Income taxes payable - -
- ---------------------------------------------------------------------------------------
Total current liabilities $122,121 $ 124,968
- ---------------------------------------------------------------------------------------
Working capital(1) $162,382 $ 169,372
Current ratio(2) 2.33 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
-25-
Current assets less cash and cash equivalents decreased $9.8 million, or 3.3%,
from $294.3 million at December 31, 2002 to $284.5 million at June 30, 2003.
Receivables increased $6.1 million during the six months ended June 30, 2003,
despite the receipt of $12.5 million in minimum requirements contract
compensation in January 2003, due to the unfavorable impact of currency
translation on receivables denominated in currencies other than the United
States dollar 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 $14.9 million due to the impact of
focused inventory reduction programs in both segments partially offset by the
unfavorable impact of currency translation. Other current assets decreased $2.7
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 partially offset by the impact of currency
translation.
Current liabilities decreased $2.9 million, or 2.3%, from $125.0 million at
December 31, 2002 to $122.1 million at June 30, 2003. Accounts payable and
accrued liabilities decreased due primarily to severance payments totaling $9.2
million during the first half of 2003 partially offset by the impact of currency
translation on accounts payable and accrued liabilities denominated in
currencies other than the United States dollar. 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 June 30, 2003
and December 31, 2002.
============================================================
JUNE 30, December 31,
2003 2002
- ------------------------------------------------------------
(in thousands)
Property, plant and equipment $333,268 $ 337,196
Goodwill and other intangibles 80,453 79,588
Other long-lived assets 8,852 13,006
- ------------------------------------------------------------
$422,573 $ 429,790
============================================================
Long-lived assets decreased $7.2 million, or 1.7%, from $429.8 million at
December 31, 2002 to $422.6 million at June 30, 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 $3.9 million during the first half of 2003 due mainly to
depreciation and the additional impairment related to the planned manufacturing
facility closing in Germany.
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
increased $0.9 million during the first half of 2003 due primarily to the
positive effect that currency exchange rates had on goodwill denominated in
currencies other than the United States dollar. This positive effect more than
offset amortization of the customer relationship intangible.
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.
Other long-lived assets decreased $4.2 million during the first half of 2003 due
to the write-off of unamortized prepaid service fees associated with the
Company's terminated credit agreement and a reduction in long-lived pension fund
prepayments to recognize pension costs in accordance with Statement of Financial
Accounting Standards (SFAS) No. 87, Employers' Accounting for Pensions.
-26-
Capital Structure
- ----------------------------------------------------------------------------------
JUNE 30, 2003 December 31, 2002
- ----------------------------------------------------------------------------------
AMOUNT PERCENT Amount Percent
- ----------------------------------------------------------------------------------
(in thousands, except % data)
Long-term debt $202,921 39.2% $203,242 39.8%
Stockholders' equity 314,796 60.8% 307,195 60.2%
- ---------------------------------------------------------------------------------
$517,717 100.0% $510,437 100.0%
- ---------------------------------------------------------------------------------
The Company's capital structure consists primarily of long-term debt and
stockholders' equity. The capital structure increased $7.3 million due to an
increase in stockholders' equity that was partially offset by a marginal
reduction in long-term debt.
The Company had privately-placed debt of $200.0 million outstanding at June 30,
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
June 30, 2003 of $66.9 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 $202.9 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.
At June 30, 2003, the Company had unsecured, uncommitted arrangements with 5
banks under which it could borrow up to $26.2 million at prevailing interest
rates. There were no outstanding borrowings under these arrangements at June 30,
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 June 30,
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 June 30, 2003 was $2.9 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, and $0.9 million pretax, or $0.03 per diluted share,
were recorded as reductions to interest expense for the three- and six-month
periods ended June 30, 2003. Net interest differentials earned from the interest
rate swaps reduced the Company's average interest rate on long-term debt by 0.95
and 0.89 percentage points for the three- and six-month periods ended June 30,
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.
-27-
Borrowings have the following scheduled maturities.
=====================================================================================================
Payments Due by Period
- -----------------------------------------------------------------------------------------------------
Less than 1-2 3-4 After
June 30, 2003 Total 1 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
June 30, 2003 of $66.9 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 $202.9 million.
Other Commercial Commitments
======================================================================================================================
Amount of Commitment Expiration Per Period
- ----------------------------------------------------------------------------------------------------------------------
Less than 1-3 4-5 After
June 30, 2003 Total 1 year years years 5 years
- ----------------------------------------------------------------------------------------------------------------------
(in thousands)
Lines of credit $ - $ - $ - $ - $ -
Standby letters of credit 13,049 13,049 - - -
Guarantees 5,284 5,284 - - -
Standby repurchase obligations - - - - -
Other commercial commitments - - - - -
- ----------------------------------------------------------------------------------------------------------------------
Total commercial commitments $18,333 $18,333 $ - $ - $ -
======================================================================================================================
Stockholders' equity increased by $7.6 million, or 2.5%, during the first half
of 2003 due primarily to a $4.7 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 and a $10.3
million reduction of accumulated other comprehensive loss resulting from the
positive effect of currency exchange rates on financial statement translation
during the first half of 2003. These positive factors were partially offset by
the net loss for the six months ended June 30, 2003 of $3.1 million, dividends
of $2.5 million, a decrease of $1.3 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 $0.5 million in unearned deferred compensation due to restricted
shares awarded in the first quarter of 2003.
-28-
OFF-BALANCE SHEET ARRANGEMENTS
The Company was not a party to any of the following types of off-balance sheet
arrangements at June 30, 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- and six-month periods ended June 30, 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 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 for the remaining months in 2003.
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 the
remaining months in 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.
-29-
The Company anticipates funding $19.7 million in costs accrued as of December
31, 2002 related to product line curtailment and planned manufacturing facility
consolidation during 2003. These transactions will have a significant impact on
the Company's cash flow in 2003. The Company also recorded $2.5 million of
additional costs related to product line curtailment and planned manufacturing
facility consolidation during the second quarter of 2003 that, accordingly, will
have a negative effect on both operating results and cash flow for 2003. Annual
savings of at least $10.0 million are anticipated as a result of the product
line curtailment and planned manufacturing facility consolidation. Most of the
savings will be achieved after completion of the manufacturing facility
consolidations late in 2003.
The Company is currently negotiating the sale of part of its business in Germany
to a management-led buyout group. If the buyout does not occur, the Company
would recognize severance and other related benefits costs of approximately $2.8
million for an additional group of German employees. Accordingly, this would
have a negative effect on operating results and, potentially, cash flow for
2003. Even if the buyout does occur, the Company will retain severance and other
related benefits liabilities in the event the buyout group terminates
transferred employees within three years of the buyout date.
The Company sold certain fully-impaired equipment and technology used for the
production of deflection coils during the second quarter of 2003 and received a
cash payment of $1.3 million. The Company cannot recognize a gain on the sale of
the equipment until certain technical conditions of the sale are fulfilled. If
the technical conditions of the sale are fulfilled, the sale would have a
positive effect on operating results for 2003. If the technical conditions of
the sale are not fulfilled, the Company will return the cash to the buyer and,
in turn, accept return delivery of the equipment and technology.
The Company anticipates contributing cash of $6.8 million during 2003 ($2.1
million of which it had contributed as of June 20, 2003) and $15.0 million
during 2004 to its defined benefit pension plans.
The Company's supply agreements with three major communications customers--one
in the United States, one in the United Kingdom, and one in Canada--are up for
renewal in 2003. The Company anticipates maintaining its relationship with each
customer; 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 a labor strike at one of its large LEC customers in the
latter half of 2003 and has factored the impact of the strike into its financial
outlook. If the strike is averted, this could have a positive effect on
operating results for 2003.
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. Management estimates third-quarter earnings per share will be
in the range of $0.05 to $0.10, illustrating the success the Company has
achieved implementing the operating improvement projects mentioned above.
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.
-30-
The Company's actual results may differ materially from such forward-looking
statements for the following reasons: unfavorable economic conditions in the
United States, Europe and parts of Asia (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 quarter; 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.
-31-
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
On June 27, 2003, the Company terminated its credit agreement with a group of 7
banks that provided for an aggregate $75 million unsecured, variable-rate and
revolving credit facility and contained affirmative and negative covenants
including maintenance of a maximum leverage ratio, maintenance of a minimum
interest coverage ratio and maintenance of minimum consolidated tangible net
worth. The Company is currently working with a 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 or any
successor credit facility to meet its capital expenditure, dividend and working
capital requirements.
ITEM 4: DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures were effective as of the end of
the period covered by this report. There was no change in the Company's internal
control over financial reporting during the Company's most recently completed
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
-32-
PART II OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 6, 2003, the Company held its regular Annual Meeting of Stockholders
("Meeting"). The stockholders considered three proposals. The necessary majority
approved each proposal.
Proposal 1:
Election for a three-year term, three class I directors: Christopher I.
Byrnes, John M. Monter and Whitson Sadler.
Dr. Byrnes has served on the Company's Board of Directors since 1995.
He received 22,129,820 votes for his reelection and 736,255 votes were
withheld.
Mr. Monter has served on the Company's Board of Directors since 2000.
He received 22,129,823 votes for his reelection and 736,252 votes were
withheld.
Mr. Sadler has served on the Company's Board of Directors since 2000.
He received 22,129,207 votes for his reelection and 736,868 votes were
withheld.
The Company also has other directors whose terms of office continue
after the meeting. Lorne D. Bain, Arnold W. Donald and Bernard G.
Rethore serve as class II directors until their terms expire in 2004.
C. Baker Cunningham serves as a class III director until his term
expires in 2005.
Proposal 2:
Approval of the Belden Inc. 2003 Employee Stock Purchase Plan. The
voting on this proposal was as follows: for 18,949,901; against
820,680; and abstentions of 67,797.
Proposal 3:
Approval of the Belden Inc. 2003 Long-Term Incentive Plan. The voting
on this proposal was as follows: for 17,342,841; against 2,405,511; and
abstentions of 90,027.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
Exhibit 10.1 Non-Employee Director Stock Award Agreement dated
May 7, 2003 between Belden Inc. and Lorne D. Bain.
Separate Non-Employee Director Stock Award Agreements
dated May 7, 2003 were executed between Belden Inc.
and the following individuals--Christopher I. Byrnes;
Arnold W. Donald; John M. Monter; Bernard G. Rethore
and Whitson Sadler. Due to the similarity in both
form and content of these agreements to the agreement
filed as Exhibit 10.1, these agreements have not been
filed as exhibits to the Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2003.
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Exhibit 31.1 Certificate of the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certificate of the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 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 32.2 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 April 25, 2003, the Company filed a Current Report on Form 8-K relating
to the announcement of the Company's financial results for the three-month
period ended March 31, 2003.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BELDEN INC.
Date: August 13, 2003 By: /s/ C. Baker Cunningham
-----------------------------------
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer
Date: August 13, 2003 By: /s/ Richard K. Reece
-----------------------------------
Richard K. Reece
Vice President, Finance
and Chief Financial Officer
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