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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
COMMISSION FILE NO. 001-12561
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BELDEN CDT INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 36-3601505
(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)
(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 requirements 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 [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT NOVEMBER 1, 2005
----- -------------------------------
Common Stock, $0.01 Par Value 43,335,863
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Exhibit Index on Page 59 Page 1 of 59
-1-
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BELDEN CDT INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
2005 2004
------------- ------------
(IN THOUSANDS) UNAUDITED
ASSETS
Current assets
Cash and cash equivalents $ 177,915 $ 188,798
Receivables 218,511 174,554
Inventories 241,908 227,034
Deferred income taxes 16,190 15,911
Other current assets 5,209 8,883
Current assets of discontinued operations 12,972 34,138
------------- ------------
Total current assets 672,705 649,318
Property, plant and equipment, less accumulated depreciation 319,141 338,247
Goodwill, less accumulated amortization 275,573 286,163
Other intangibles, less accumulated amortization 73,530 78,266
Other long-lived assets 5,863 6,460
Long-lived assets of discontinued operations 12,692 36,984
------------- ------------
$ 1,359,504 $ 1,395,438
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 213,047 $ 185,035
Accrued income taxes 6,467 --
Current maturities of long-term debt 59,052 15,702
Current liabilities of discontinued operations 8,955 17,534
------------- ------------
Total current liabilities 287,521 218,271
Long-term debt 172,052 232,823
Postretirement benefits other than pensions 32,671 30,089
Deferred income taxes 73,710 68,158
Other long-term liabilities 15,234 25,340
Long-term liabilities of discontinued operations 1,715 1,516
Minority interest 8,384 9,241
Stockholders' equity
Common stock 503 502
Additional paid-in capital 535,981 531,984
Retained earnings 283,322 252,114
Accumulated other comprehensive income 1,266 27,862
Unearned deferred compensation (613) (2,462)
Treasury stock (52,242) --
------------- ------------
Total stockholders' equity 768,217 810,000
------------- ------------
$ 1,359,504 $ 1,395,438
============= ============
The accompanying notes are an integral part of these
Consolidated Financial Statements
-2-
BELDEN CDT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
(in thousands, except per share data) 2005 2004 2005 2004
---------- ---------- ---------- ----------
Revenues $ 342,389 $ 281,454 $ 989,201 $ 635,864
Cost of sales (266,044) (228,243) (772,511) (514,450)
---------- ---------- ---------- ----------
Gross profit 76,345 53,211 216,690 121,414
Selling, general and administrative expenses (48,722) (47,527) (154,132) (96,985)
Asset impairment (12,849) (8,871) (12,849) (8,871)
---------- ---------- ---------- ----------
Operating income (loss) 14,774 (3,187) 49,709 15,558
Interest expense, net (2,198) (3,537) (7,682) (9,870)
Minority interest (215) (225) (551) (225)
Other nonoperating income -- -- -- 1,732
---------- ---------- ---------- ----------
Income (loss) from continuing operations before taxes 12,361 (6,949) 41,476 7,195
Income tax benefit (expense) (6,283) 3,748 (16,328) (438)
---------- ---------- ---------- ----------
Income (loss) from continuing operations 6,078 (3,201) 25,148 6,757
Loss from discontinued operations, net of tax benefit of
$49, $1,489, $1,330 and $5,606, respectively (13) (2,809) (2,438) (10,128)
Gain (loss) on disposal of discontinued operations, net
of tax benefit (expense) of $860, $(8,529) and
$(839), respectively -- (1,529) 15,163 1,491
---------- ---------- ---------- ----------
Net income (loss) $ 6,065 $ (7,539) $ 37,873 $ (1,880)
========== ========== ========== ==========
Weighted average number of common shares and equivalents:
Basic 45,540 42,517 46,518 31,266
Diluted 52,213 42,517 53,167 31,643
========== ========== ========== ==========
Basic income (loss) per share:
Continuing operations $ .13 $ (.08) $ .54 $ .21
Discontinued operations -- (.07) (.05) (.32)
Disposal of discontinued operations -- (.03) .32 .05
Net income (loss) .13 (.18) .81 (.06)
========== ========== ========== ==========
Diluted income (loss) per share:
Continuing operations $ .13 $ (.08) $ .51 $ .21
Discontinued operations -- (.07) (.05) (.32)
Disposal of discontinued operations -- (.03) .29 .05
Net income (loss) .13 (.18) .75 (.06)
========== ========== ========== ==========
Dividends declared per share $ .05 $ .05 $ .15 $ .15
========== ========== ========== ==========
The accompanying notes are an integral part of these
Consolidated Financial Statements
-3-
BELDEN CDT INC. AND SUBSIDIARIES
CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)
Nine Months Ended September 30,
(in thousands) 2005 2004
--------- ----------
Cash flows from operating activities:
Net income (loss) $ 37,873 $ (1,880)
Adjustments to reconcile net income (loss) to net cash provided by (used for)
operating activities:
Depreciation and amortization 27,742 21,663
Asset impairment charges 12,849 8,871
Deferred income tax expense 5,273 6,294
Stock-based compensation 2,535 2,319
Retirement savings plan contributions -- 2,279
Gain on disposal of tangible assets (23,692) (4,363)
Changes in operating assets and liabilities, net of the effects of foreign
currency exchange rate changes and acquired businesses:
Receivables (39,442) (1,430)
Inventories (16,326) (8,355)
Accounts payable and accrued liabilities 9,954 (2,316)
Current income taxes, net 16,095 (27,972)
Other assets and liabilities, net 7,709 1,194
--------- ----------
Net cash provided by (used for) operating activities 40,570 (3,696)
Cash flows from investing activities:
Proceeds from disposal of tangible assets 42,548 82,638
Capital expenditures (19,270) (5,289)
--------- ----------
Net cash provided by investing activities 23,278 77,349
Cash flows from financing activities:
Share repurchase program payments (51,658) --
Payments on borrowing arrangements (17,230) (64,211)
Cash dividends paid (6,979) (4,931)
Proceeds from exercise of stock options 2,926 1,982
--------- ----------
Net cash used for financing activities (72,941) (67,160)
Effect of foreign currency exchange rate changes on cash and cash equivalents (1,790) 94
--------- ----------
Increase (decrease) in cash and cash equivalents (10,883) 6,587
Cash received from merger -- 50,906
Cash and cash equivalents, beginning of period 188,798 94,955
--------- ----------
Cash and cash equivalents, end of period $ 177,915 $ 152,488
========= ==========
Supplemental cash flow information:
Income tax refunds received $ 6,836 $ 1,068
Income taxes paid (6,241) (3,030)
Interest paid, net of amount capitalized (14,738) (15,147)
========= ==========
The accompanying notes are an integral part of these
Consolidated Financial Statements
-4-
BELDEN CDT INC. AND SUBSIDIARIES
CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
Accumulated
Additional Unearned Other
Common Paid-In Retained Treasury Deferred Comprehensive
(in thousands) Stock Capital Earnings Stock Compensation Income Total
------ ---------- -------- -------- ------------ ------------- ---------
Balance at December 31, 2003 $ 262 $ 39,022 $244,217 $ (7,722) $ (1,700) $ 7,461 $ 281,540
Net loss (1,880) (1,880)
Foreign currency translation 9,478 9,478
Minimum pension liability 12 12
------ ---------- -------- -------- ------------ ------------- ---------
Comprehensive income 7,610
Exercise of stock options 1 1,860 121 1,982
Stock compensation 1,811 1,437 (3,881) (633)
Retirement savings plan
contributions 477 1,802 2,279
Stock purchase plans settlements 184 54 238
Forfeiture of stock by Incentive
Plans participants in lieu of
cash payment of individual tax
liabilities related to
share-based compensation (277) (277)
Amortization of unearned 2,991 2,991
deferred compensation
Cash dividends ($.15 per share) (4,931) (4,931)
Merger between Belden and CDT 234 439,987 4,585 (526) 444,280
------ ---------- -------- -------- ------------ ------------- ---------
Balance at September 30, 2004 $ 497 $ 483,341 $237,406 $ -- $ (3,116) $ 16,951 $ 735,079
====== ========== ======== ======== ============ ============= =========
Balance at December 31, 2004 $ 502 $ 531,984 $252,114 $ -- $ (2,462) $ 27,862 $ 810,000
Net income 37,873 37,873
Foreign currency translation (26,835) (26,835)
Minimum pension liability 239 239
------ ---------- -------- -------- ------------ ------------- ---------
Comprehensive income 11,277
Exercise of stock options 1 2,925 (87) 2,839
Stock compensation 686 686
Forfeiture of stock by Incentive
Plans participants in lieu of
cash payment of individual tax
liabilities related to
share-based compensation (497) (497)
Share repurchase program (51,658) (51,658)
Amortization of unearned
deferred compensation 1,849 1,849
Cash dividends ($.15 per share) (6,979) (6,979)
Merger between Belden and CDT 386 314 700
====== ========== ======== ======== ============ ============= =========
Balance at September 30, 2005 $ 503 $ 535,981 $283,322 $(52,242) $ (613) $ 1,266 $ 768,217
====== ========== ======== ======== ============ ============= =========
The accompanying notes are an integral part of these
Consolidated Financial Statements
-5-
BELDEN CDT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: FINANCIAL STATEMENT PRESENTATION
Basis of Presentation
The accompanying Consolidated Financial Statements include Belden CDT Inc. and
all of its subsidiaries (the COMPANY). The Company, formerly called Cable Design
Technologies Corporation (CDT), merged with Belden Inc. (BELDEN) and changed its
name to Belden CDT Inc. on July 15, 2004. The merger was treated as a reverse
acquisition under the purchase method of accounting. Belden was considered the
acquiring enterprise for financial reporting purposes. The results of operations
of CDT are included in the Company's Consolidated Statements of Operations from
July 16, 2004. All significant intercompany accounts and transactions are
eliminated in consolidation. The financial information presented as of any date
other than December 31, 2004 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 all of 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, 2004.
Foreign Currency Translation
For international operations with functional currencies other than the United
States dollar, asset and liability accounts are translated at current exchange
rates, and income and expenses are translated using average monthly exchange
rates. Resulting translation adjustments, as well as gains and losses from
certain affiliate transactions, are reported in accumulated other comprehensive
income, a separate component of stockholders' equity. Exchange gains and losses
on transactions are included in operating income.
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 2004 Consolidated Financial
Statements in order to conform to the 2005 presentation.
-6-
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Share-Based Payments
During the three- and nine-month periods ended September 30, 2005 and 2004, the
Company, Belden or CDT sponsored two stock compensation plans -- the Belden 2003
Long-Term Incentive Plan and the CDT 2001 Long-Term Performance Incentive Plan
(together, the ACTIVE INCENTIVE PLANS). During the three- and nine-month periods
ended September 30, 2004, either Belden or CDT also sponsored the Belden 2003
Employee Stock Purchase Plan and four additional stock compensation plans -- the
Belden 1994 Incentive Plan, the CDT 1999 Long-Term Performance Incentive Plan,
the CDT Supplemental Long-Term Performance Incentive Plan and the CDT Long-Term
Performance Incentive Plan (together, the INACTIVE INCENTIVE PLANS) along with
the Active Incentive Plans.
The Belden 1994 Incentive Plan expired by its own terms in October 2003 and no
future awards are available under this plan. There are no future awards
available under the CDT 1999 Long-Term Performance Incentive Plan, the CDT
Supplemental Long-Term Performance Incentive Plan or the CDT Long-Term
Performance Incentive Plan. Pursuant to the merger agreement between Belden and
CDT, the Belden 2003 Employee Stock Purchase Plan was terminated on July 15,
2004. Options and stock purchase rights granted under these plans affected pro
forma operating results for the three- and nine-month periods ended September
30, 2004.
Under both the Active Incentive Plans and the Inactive 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.
The Company accounts for nonvested restricted stock grants 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 cost
related to the nonvested restricted stock 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. Compensation costs
associated with each restricted stock grant are amortized to expense over the
grant's vesting period.
Under the Belden 2003 Employee Stock Purchase Plan, eligible employees received
the right to purchase common stock at the lower of 85% of the fair market value
on the offering date or 85% of the fair market value on the exercise date. The
Company accounted for these purchase rights using the intrinsic value method.
Accordingly, no compensation cost was recognized for purchase rights granted
under the Belden 2003 Employee Stock Purchase Plan.
-7-
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 Nine Months Ended
September 30, September 30,
---------------------- -----------------------
(in thousands, except per share amounts) 2005 2004 2005 2004
------- -------- -------- --------
AS REPORTED
Stock-based employee compensation cost, net of tax $ (650) $ (2,189) $ (1,560) $ (2,627)
Net income (loss) 6,065 (7,539) 37,873 (1,880)
Basic net income (loss) per share .13 (.18) .81 (.06)
Diluted net income (loss) per share .13 (.18) .75 (.06)
PRO FORMA
Stock-based employee compensation cost, net of tax $ (448) $ (4,170) $ (1,528) $ (5,013)
Net income (loss) 6,267 (9,520) 37,905 (4,266)
Basic net income (loss) per share .14 (.22) .81 (.14)
Diluted net income (loss) per share .13 (.22) .75 (.14)
======= ======== ======== ========
The fair value of common stock options outstanding as well as the fair value of
stock purchase rights outstanding were estimated at the date of grant using the
Black-Scholes option-pricing model.
The Company did not grant options during the three months ended September 30,
2005. For the nine months ended September 30, 2005, the weighted average per
share fair value of options granted under the Active Incentive Plans and the
weighted average assumptions used to determine the fair values of the options
granted are presented in the following table. For the three- and nine-month
periods ended September 30, 2004, the weighted average per share fair value of
options granted under both the Active Incentive Plans and the Inactive Incentive
Plans as well as the weighted average assumptions used to determine the fair
value of the options granted are also presented in the following table.
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
2005 2004 2005 2004
------ ------- ------- ------
Fair value of options granted, per share -- $ 5.42 $ 4.78 $ 4.74
------ ------- ------- ------
Dividend yield -- 5.85% 6.45% 6.31%
Expected volatility -- 39.46% 38.41% 39.53%
Expected life (in years) -- 6.00 7.00 6.31
Risk free interest rate -- 3.90% 4.29% 3.79%
====== ======= ======= ======
The Black-Scholes option-pricing model was developed to estimate the fair value
of market-traded options. Employee stock options and stock purchase rights have
certain characteristics, including vesting periods and non-transferability,
which market-traded options do not possess. Because of 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.
-8-
During 2005, the Company granted the following stock options to its employees:
Grant Date Number of Options Exercise Price
- -------------- ----------------- --------------
March 30, 2005 551,000 $ 22.665
April 28, 2005 23,500 20.015
May 19, 2005 5,000 19.145
======= ==========
If an option recipient remains an employee of the Company, that recipient may
exercise one-third of the granted options after the first, second and third
anniversaries of the grant date. The exercise price of each option represents
the average market price of the Company's common stock on the applicable
option's date of grant. Additional provisions would apply in the event of
retirement, disability, death, or termination of employment.
During the third quarter of 2005, the Company recognized stock option
compensation expense of approximately $0.5 million.
Shipping and Handling 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. The following handling costs, primarily incurred at the Company's
distribution centers, were included in SG&A expenses:
Three Months Ended Nine Months Ended
September 30, September 30
------------------------ --------------------------
(in thousands) 2005 2004 2005 2004
------- -------- --------- ---------
Handling costs $ 1,585 $ 1,726 $ 4,955 $ 5,266
======= ======== ========= =========
Interest Expense
The Company presents interest expense net of capitalized interest costs and
interest income earned on cash equivalents.
Three Months Ended Nine Months Ended
September 30, September 30
------------------------ --------------------------
(in thousands) 2005 2004 2005 2004
-------- -------- --------- ---------
Gross interest expense $ (3,639) $ (4,143) $ (11,335) $ (10,904)
Capitalized interest costs 29 8 54 22
Interest income earned on cash equivalents 1,412 598 3,599 1,012
-------- -------- --------- ---------
Net interest expense $ (2,198) $ (3,537) $ (7,682) $ (9,870)
======== ======== ========= =========
-9-
Impact of Newly Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123(R), Share-Based Payments, which replaces SFAS No. 123, Accounting for
Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees. SFAS No. 123(R) requires compensation costs relating
to share-based payment transactions be calculated using the fair value method
presented in SFAS No. 123 and recognized in the Consolidated Financial
Statements. The pro forma disclosure previously permitted under SFAS No. 123
will no longer be an acceptable alternative to recognition of expenses in the
Consolidated Financial Statements. The Company currently measures compensation
costs related to share-based payments using the intrinsic value method under APB
No. 25, as allowed by SFAS No. 123, and provides disclosure in the section
entitled "Share-Based Payments" of Note 2, Summary of Significant Accounting
Policies, to the Consolidated Financial Statements as to the effect on operating
results of calculating its stock compensation using the fair value method
presented in SFAS No. 123. The Company is required to adopt SFAS No. 123(R) in
2006. The Company expects that the adoption of SFAS No. 123(R) will have an
adverse impact on its net income and income per share. The Company is currently
in the process of evaluating the extent of such impact.
NOTE 3: BUSINESS COMBINATION
Belden and CDT entered into an Agreement and Plan of Merger, dated February 4,
2004 (the MERGER AGREEMENT), pursuant to which Belden merged with and became a
wholly owned subsidiary of CDT (the MERGER). On July 15, 2004, after both
parties received the appropriate stockholder approvals, after CDT effected a
one-for-two reverse split of its common stock, and pursuant to the Merger
Agreement, Belden and CDT completed the Merger. Pursuant to the Merger
Agreement, 25.6 million shares of Belden common stock, par value $.01 per share,
were exchanged for 25.6 million shares of CDT common stock, par value $.01 per
share, and CDT changed its name to Belden CDT Inc. After the Merger consummation
on July 15, 2004, the Company had approximately 46.6 million shares of common
stock outstanding. On that date, the former CDT stockholders and former Belden
stockholders respectively owned approximately 45% and 55% of the Company.
The Merger was treated as a reverse acquisition under the purchase method of
accounting. Belden was considered the acquiring enterprise for financial
reporting purposes because Belden's owners as a group retained or received the
larger portion of the voting rights in the Company and Belden's senior
management represented a majority of the senior management of the Company. For
financial reporting purposes, the results of operations of CDT are included in
the Company's Consolidated Statements of Operations from July 16, 2004.
The cost to acquire CDT was $490.7 million and consisted of the exchange of
common stock discussed above, change of control costs for legacy CDT management
and costs incurred by Belden related directly to the acquisition. The purchase
price was established primarily through the negotiation of the share exchange
ratio. The share exchange ratio was intended to value both Belden and CDT so
that neither company paid a premium over equity market value for the other. The
Company established a new accounting basis for the assets and liabilities of CDT
based upon the fair values thereof as of the Merger date. An allocation of the
cost to acquire CDT to each major asset and liability caption of CDT as of the
July 15, 2004 effective date of the Merger is included in Note 3, Business
Combinations, to the Consolidated Financial Statements reflected in the
Company's 2004 Annual Report on Form 10-K.
-10-
The Company recognized goodwill of $206.1 million related to the Merger. The
Company recorded goodwill of $144.0 million during the third quarter of 2004.
The Company increased the carrying cost of goodwill by $59.0 million during the
fourth quarter of 2004 at the same time it decreased the carrying costs of
acquired amortizable intangible assets based on a finalized independent
valuation of the acquired assets and it increased to its merger-date market
value an imbedded swap within the assumed subordinated convertible debentures.
Goodwill increased by $0.3 million during the first quarter of 2005 at the same
time the carrying costs of certain tangible assets held for sale decreased to
the amount of proceeds received upon their disposition. Goodwill increased by
$2.8 million during the second quarter of 2005 at the same time accrued
severance and other merger-related liabilities increased based on finalization
of the costs necessary to complete restructuring, facility rationalization, and
other merger-related activities.
Belden CDT's consolidated results of operations for the three- and nine-month
periods ended September 30, 2005 include the results of operations of the CDT
entities. The following table presents pro forma combined results of operations
for Belden CDT that are intended to provide information regarding how Belden CDT
might have looked if the Merger had occurred as of the beginning of the periods
presented. The amounts for the CDT entities included in this pro forma
information are based on the historical results of the CDT entities and,
therefore, may not be indicative of the actual results of the CDT entities when
operated as part of Belden CDT. Moreover, the pro forma information does not
reflect all of the changes that may result from the Merger, including, but not
limited to, challenges of transition; integration and restructuring associated
with the transaction; achievement of synergies; ability to retain qualified
employees and existing business alliances; and customer demand for CDT products.
The pro forma adjustments represent management's best estimates. Accordingly,
the pro forma financial information should not be relied upon as being
indicative of the historical results that would have been realized had the
Merger actually occurred as of the dates indicated or that may be achieved in
the future.
Three Months Ended Nine Months Ended
September 30, 2004 September 30, 2004
------------------ ------------------
(in thousands, except per share data) Pro forma Pro forma
Revenues $ 303,779 $ 910,919
Income (loss) from continuing operations (2,999) 11,114
Net income (loss) (7,540) 556
Diluted income (loss) per share:
Continuing operations $ (.07) $ .25
Net income (loss) (.18) .05
=========== ===========
These pro forma results reflect adjustments for interest expense, depreciation,
amortization and related income taxes.
-11-
Actual operating results include certain material charges and Merger-related
items incurred during the respective periods, as listed below on an after-tax
basis.
Income from Diluted
Three Months Ended September 30, 2005 Continuing Net Income
(in thousands, except per share data) Operations Net Income per Share
----------- ---------- ----------
Business restructuring expense and severance charges $ (12,075) $ (12,075) $ (.23)
Executive succession charges (625) (625) (.01)
Merger-related retention awards and other compensation (267) (267) (.01)
Merger-related plant closings and other restructuring actions (224) (224) --
Nonrecurring tax adjustments 861 861 .02
=========== ========== ==========
Income from Diluted
Continuing Net Income
Nine Months Ended September 30, 2005 Operations Net Income per Share
(in thousands, except per share data) ----------- ---------- ----------
Business restructuring expense and severance charges $ (12,692) $ (12,783) $ (.24)
Executive succession charges (4,013) (4,013) (.08)
Merger-related plant closings and other restructuring actions (1,039) (1,039) (.02)
Merger-related retention awards and other compensation (997) (997) (.02)
Impact of short-lived intangibles purchase adjustments (250) (250) --
Nonrecurring tax adjustments 861 861 .02
=========== ========== ==========
NOTE 4: DISCONTINUED OPERATIONS
The Company currently reports four operations -- Belden Communications Company
(BCC) in Phoenix, Arizona; Raydex/CDT Ltd. (RAYDEX) in Skelmersdale, United
Kingdom; Montrose/CDT (MONTROSE) in Auburn, Massachusetts; and Admiral/CDT
(ADMIRAL) in Wadsworth, Ohio and Barberton, Ohio -- as discontinued operations.
The Raydex, Montrose and Admiral operations were acquired through the Merger. As
of the effective date of the Merger, management had formulated a plan to dispose
of these operations. In regard to all discontinued operations, the remaining
assets of these operations were held for sale during the three- and nine-month
periods ended September 30, 2005.
BCC-Phoenix Operation
In March 2004, the Board of Directors of Belden decided to sell the assets of
the BCC manufacturing facility in Phoenix, Arizona. BCC's Phoenix facility
manufactured communications cables for the telecommunications industry. In June
2004, Belden sold certain assets to Superior Essex Communications LLC
(SUPERIOR). Superior purchased certain inventory and equipment, and assumed
Belden's supply agreements with major telecommunications customers, for an
amount not to exceed $92.1 million. At the time the transaction closed, Belden
received $82.1 million in cash ($47.1 million for inventory and $35.0 million
for equipment). During the third quarter of 2004, the Company and Superior
agreed to the closing-date inventory adjustment that resulted in the Company
paying $3.9 million to Superior and retaining certain inventory. The Company
recognized a gain of $0.4 million pretax ($0.3 million after tax) on the
disposal of the inventory. The sale of the equipment resulted in no material
gain or loss.
The remaining payment of $10.0 million was contingent upon Superior's retention
of the assumed customer agreements. The Company received this $10.0 million
payment from Superior in March 2005 and recorded an additional $6.4 million
after-tax gain on the disposal of this discontinued operation during the first
quarter of 2005.
-12
In April 2005, the Company sold the land and facilities of BCC's discontinued
Phoenix operation to Phoenix Van Buren Partners, LLC for $20.7 million cash. The
Company recognized a gain on disposal of discontinued operations in the amount
of $13.7 million pretax ($8.8 million after tax) during the second quarter of
2005.
Raydex-Skelmersdale Operation
In September 2004, the Company announced that it was in discussions with
employee representatives regarding its intention to close the Raydex
manufacturing facility in Skelmersdale, United Kingdom. The Skelmersdale
facility manufactured twisted-pair and coaxial cables for data networking,
telecommunications, and broadcast applications. During the first quarter of
2005, some of the Raydex-Skelmersdale equipment was transferred to other
European locations of Belden CDT. Management does not believe the migration of
revenues and cash flows from Raydex-Skelmersdale to the Company's continuing
operations is material.
In July 2005, the Company sold the Skelmersdale land and buildings for $5.4
million cash. The proceeds received from the sale exceeded the carrying value of
these assets by $1.9 million. The Company increased the portion of Merger
consideration it previously allocated to the tangible assets of the
Raydex-Skelmersdale operation and reduced the portion of Merger consideration it
previously allocated to goodwill by this excess amount during the second quarter
of 2005. The Company recorded the disposition of the Skelmersdale facility and
recognized the receipt of the $5.4 million cash during the third quarter of
2005.
Montrose Operation
In September 2004, the Company announced the pending closure and sale of its
Montrose cable operation in Auburn, Massachusetts. Montrose, an unincorporated
operating division of the Company, manufactured and marketed coaxial and
twisted-pair cable products principally for the telecommunications industry.
Montrose had faced declining demand in recent years. Select equipment was
transferred to other Belden CDT manufacturing locations beginning in December
and the Company closed the operation during the first quarter of 2005.
Management does not believe the migration of revenues and cash flows from
Montrose to the Company's continuing operations is material.
In June 2005, the Company sold the land and facilities of its discontinued
Montrose operation for $2.4 million cash. The carrying value of these assets
exceeded the proceeds received from the sale by $1.7 million. The Company
reduced the portion of Merger consideration it previously allocated to the
tangible assets of Montrose and increased the portion of Merger consideration it
previously allocated to goodwill by this excess amount, recorded the disposition
of the Auburn facility, and recognized the receipt of the $2.4 million cash
during the second quarter of 2005.
Admiral Operation
In December 2004, a management buyout group purchased certain assets and assumed
certain liabilities of the Company's Admiral operation in Wadsworth, Ohio for
$0.3 million cash. In March 2005, the Company sold a former Admiral
manufacturing facility in Barberton, Ohio for $1.5 million cash. The carrying
value of this facility exceeded the proceeds received from the sale by less than
$0.1 million. The Company reduced the portion of Merger consideration it
previously allocated to the tangible assets of Admiral and increased the portion
of Merger consideration it previously allocated to goodwill by this excess
amount, recorded the disposition of the Barberton facility, and recognized the
receipt of the $1.5 million cash during the first quarter of 2005. Admiral,
which was an unincorporated operating division of the Company, manufactured
precision tire castings and was not considered a core business of the Company.
-13-
Disclosure regarding severance and other benefits related to these discontinued
operations is included in Note 11, Accounts Payable and Accrued Liabilities, to
the Consolidated Financial Statements.
Results from discontinued operations include the following revenues and income
(loss) before taxes:
Three Months Ended Nine Months Ended
September 30, September 30,
REVENUES ----------------------- -------------------------
(in thousands) 2005 2004 2005 2004
------- -------- -------- ---------
BCC -- Phoenix $ -- $ 419 $ -- $ 93,557
Raydex -- Skelmersdale -- 5,716 137 5,716
------- -------- -------- ---------
Networking Segment -- 6,135 137 99,273
------- -------- -------- ---------
Montrose 7 3,702 2,196 3,702
Admiral -- 662 -- 662
------- -------- -------- ---------
Electronics Segment 7 4,364 2,196 4,364
------- -------- -------- ---------
Total $ 7 $ 10,499 $ 2,333 $ 103,637
======= ======== ======== =========
Three Months Ended Nine Months Ended
September 30, September 30,
INCOME (LOSS) BEFORE TAXES ----------------------- -------------------------
(in thousands) 2005 2004 2005 2004
------- -------- -------- ---------
BCC -- Phoenix $ (67) $ (3,390) $ (1,505) $ (14,826)
Raydex -- Skelmersdale -- (966) (1,438) (966)
------- -------- -------- ---------
Networking Segment (67) (4,356) (2,943) (15,792)
------- -------- -------- ---------
Montrose 5 168 (793) 168
Admiral -- (109) (32) (109)
------- -------- -------- ---------
Electronics Segment 5 59 (825) 59
------- -------- -------- ---------
Total $ (62) $ (4,297) $ (3,768) $ (15,733)
======= ======== ======== =========
Listed below are the major classes of assets and liabilities belonging to the
discontinued operations of the Company at September 30, 2005 that remain as part
of the disposal group:
Networking Segment Electronics Segment
----------------------- -------------------
BCC Raydex
(in thousands) Phoenix Skelmersdale Montrose Admiral Total
------- ------------ -------- -------- --------
Assets:
Deferred income taxes $ 8,393 $ -- $ -- $ -- $ 8,393
Other current assets 2,419 133 2,014 13 4,579
------- ------------ -------- -------- --------
Total current assets $10,812 $ 133 $ 2,014 $ 13 $ 12,972
------- ------------ -------- -------- --------
Total long-lived assets $11,272 $ -- $ 1,420 $ -- $ 12,692
------- ------------ -------- -------- --------
Liabilities:
Accounts payable and accrued liabilities $ 718 $ -- $ 245 $ -- $ 963
Other current liabilities 7,992 -- -- -- 7,992
------- ------------ -------- -------- --------
Total current liabilities $ 8,710 $ -- $ 245 $ -- $ 8,955
------- ------------ -------- -------- --------
Total long-term liabilities $ 1,715 $ -- $ -- $ -- $ 1,715
======= ============ ======== ======== ========
-14-
NOTE 5: SHARE INFORMATION
Common Treasury
(number of shares in thousands) Stock Stock
------ --------
Balance at December 31, 2003 26,204 (547)
Merger between Belden and CDT 23,380 (3,414)
Issuance of stock:
Exercise of stock options 90 31
Stock compensation -- 519
Employee stock purchase plan settlement 12 4
Retirement savings plan contributions -- 118
Receipt of stock:
Forfeiture of stock by Incentive Plans participants in lieu of cash payment of individual
tax liabilities related to share-based compensation -- (13)
------ --------
Balance at September 30, 2004 49,686 (3,302)
====== ========
Balance at December 31, 2004 50,211 (3,009)
ISSUANCE OF STOCK:
EXERCISE OF STOCK OPTIONS 122 49
STOCK COMPENSATION -- 10
RECEIPT OF STOCK:
FORFEITURE OF STOCK BY INCENTIVE PLANS PARTICIPANTS IN LIEU OF CASH PAYMENT OF INDIVIDUAL
TAX LIABILITIES RELATED TO SHARE-BASED COMPENSATION -- (24)
SHARE REPURCHASE PROGRAM -- (2,473)
------ --------
BALANCE AT SEPTEMBER 30, 2005 50,333 (5,447)
====== ========
On May 23, 2005, the Board of Directors authorized the Company to repurchase up
to $125.0 million of common stock in the open market. From that date through
September 30, 2005, the Company repurchased approximately 2.5 million shares of
its common stock at an aggregate cost of $51.7 million. From October 1, 2005
through November 1, 2005, the Company repurchased an additional 1.4 million
shares of its common stock at an aggregate cost of $26.6 million.
NOTE 6: INCOME (LOSS) PER SHARE
Basic income (loss) per share is computed by dividing income (loss) by the
weighted average number of common shares outstanding. Diluted income (loss) per
share is computed by dividing income (loss) by the weighted average number of
common shares outstanding plus additional potential dilutive shares assumed to
be outstanding. Except for additional potential shares associated with
convertible subordinated debentures, additional potential shares are calculated
based on the treasury stock method, under which repurchases are assumed to be
made at the average fair market value price per share of the Company's common
stock during the period. Additional potential shares associated with convertible
subordinated debentures are calculated by dividing the principal amount of the
debentures by their conversion price. The Company's additional potential
dilutive shares currently consist of stock options, nonvested restricted stock
and convertible subordinated debentures. Nonvested restricted stock carries
dividend and voting rights but is not included in the weighted average number of
common shares outstanding used to compute basic income (loss) per share.
-15-
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
(in thousands, except per share amounts) 2005 2004 2005 2004
------- -------- ------- --------
Numerator for basic income (loss) per share:
Income (loss) from continuing operations $ 6,078 $ (3,201) $25,148 $ 6,757
Loss from discontinued operations (13) (2,809) (2,438) (10,128)
Gain (loss) on disposal of discontinued operations -- (1,529) 15,163 1,491
------- -------- ------- --------
Net income (loss) $ 6,065 $ (7,539) $37,873 $ (1,880)
======= ======== ======= ========
Numerator for diluted income (loss) per share:
Income (loss) from continuing operations $ 6,078 $ (3,201) $25,148 $ 6,757
Tax-effected interest expense on convertible
subordinated debentures 678 -- 2,033 --
------- -------- ------- --------
Adjusted income (loss) from continuing operations 6,756 (3,201) 27,181 6,757
Loss from discontinued operations (13) (2,809) (2,438) (10,128)
Gain (loss) on disposal of discontinued operations -- (1,529) 15,163 1,491
------- -------- ------- --------
Adjusted net income (loss) $ 6,743 $ (7,539) $39,906 $ (1,880)
======= ======== ======= ========
Denominator:
Denominator for basic income (loss) per share -- weighted average
shares 45,540 42,517 46,518 31,266
Effect of dilutive common stock equivalents 6,673 -- 6,649 377
------- -------- ------- --------
Denominator for diluted income (loss) per share --
adjusted weighted average shares 52,213 42,517 53,167 31,643
======= ======== ======= ========
Basic income (loss) per share:
Continuing operations $ .13 $ (.08) $ .54 $ .21
Discontinued operations -- (.07) (.05) (.32)
Disposal of discontinued operations -- (.03) .32 .05
Net income (loss) .13 (.18) .81 (.06)
======= ======== ======= ========
Diluted income (loss) per share:
Continuing operations $ .13 $ (.08) $ .51 $ .21
Discontinued operations -- (.07) (.05) (.32)
Disposal of discontinued operations -- (.03) .29 .05
Net income (loss) .13 (.18) .75 (.06)
======= ======== ======= ========
For the three months ended September 30, 2005 and the nine months ended
September 30, 2005 and 2004, the Company did not include 2.5 million, 2.5
million and 3.3 million outstanding stock options, respectively, in the
development of the denominators used in the diluted income (loss) per share
computations because the exercise prices of these options were greater than the
respective average market price of the Company's common stock during those
periods. For the three months ended September 30, 2004, the Company did not
include any of its outstanding stock equivalents in the development of the
denominator used in the dilutive loss per share computation because of the
Company's loss from continuing operations for that period.
The Company repurchased 1.4 million shares of its common stock in the open
market between October 1, 2005 and November 1, 2005. Had the Company purchased
these shares prior to September 30, 2005, the denominators used for the
calculation of basic income per share and diluted income per share would have
been approximately 45.1 million and 51.8 million, respectively, for the three
months ended September 30, 2005 and 46.2 million and 52.9 million, respectively,
for the nine months ended September 30, 2005.
-16-
On October 31, 2005, John S. Stroup joined the Company as President, Chief
Executive Officer and Director. On that date, the Company granted to Mr. Stroup
approximately 450 thousand stock options and 150 thousand restricted stock unit
awards. Had the Company granted these options and awards prior to September 30,
2005, the denominators used for the calculation of diluted income (loss) per
share would have increased by less than 0.1 million shares for both the three-
and nine-month periods ended September 30, 2005.
NOTE 7: COMPREHENSIVE INCOME
Comprehensive income consists of two components -- net income (loss) and other
comprehensive income. Other comprehensive income refers to revenues, expenses,
gains and losses that under accounting principles generally accepted in the
United States are recorded as an element of stockholders' equity but are
excluded from net income. The Company's other comprehensive income is comprised
of (a) adjustments that result from translation of the Company's foreign entity
financial statements from their functional currencies to United States dollars,
(b) adjustments that result from translation of intercompany foreign currency
transactions that are of a long-term investment nature (that is, settlement is
not planned or anticipated in the foreseeable future) between entities that are
consolidated in the Company's financial statements, and (c) minimum pension
liability adjustments.
The components of comprehensive income were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- --------------------
(in thousands) 2005 2004 2005 2004
------- -------- ------- --------
Net income (loss) $ 6,065 $ (7,539) $37,873 $ (1,880)
Adjustments to foreign currency translation component of equity
3,810 9,149 (26,835) 9,479
Adjustments to minimum pension liability 36 (5) 239 12
------- -------- ------- --------
Comprehensive income $ 9,911 $ 1,605 $11,277 $ 7,611
======= ======== ======= ========
The components of accumulated other comprehensive income were as follows:
SEPTEMBER 30, December 31,
(in thousands) 2005 2004
------------- ------------
Foreign currency translation component of equity $ 18,931 $ 45,766
Minimum pension liability, net of deferred tax benefit of
$10,366 at September 30, 2005 and $10,421 at December
31, 2004 (17,665) (17,904)
------------- ------------
Accumulated other comprehensive income $ 1,266 $ 27,862
============= ============
-17-
NOTE 8: INVENTORIES
The major classes of inventories were as follows:
SEPTEMBER 30, December 31,
(in thousands) 2005 2004
------------- ------------
Raw materials $ 61,405 $ 55,229
Work-in-process 46,187 38,921
Finished goods 147,672 151,753
Perishable tooling and supplies 3,775 3,822
------------- ------------
Gross inventories 259,039 249,725
Obsolescence and other reserves (17,131) (22,691)
------------- ------------
Net inventories $ 241,908 $ 227,034
============= ============
Inventories are stated at the lower of cost or market. The Company determines
the cost of all raw materials, work-in-process and finished goods inventories by
the first in, first out method. Cost components include direct labor, applicable
production overhead and amounts paid to suppliers of materials and products as
well as freight costs and, when applicable, duty costs to import the materials
and products.
NOTE 9: PROPERTY, PLANT AND EQUIPMENT
The carrying values of property, plant and equipment were as follows:
SEPTEMBER 30, December 31,
(in thousands) 2005 2004
------------- ------------
Land and land improvements $ 29,378 $ 33,089
Buildings and leasehold improvements 136,408 139,990
Machinery and equipment 423,755 442,078
Construction in process 21,915 10,071
--------- ---------
Gross property, plant and equipment 611,456 625,228
Accumulated depreciation (292,315) (286,981)
--------- ---------
Net property, plant and equipment $ 319,141 $ 338,247
========= =========
Disposals
In July 2005, the Company sold a parcel of its former Villingen, Germany
manufacturing facility for $1.5 million cash. The parcel was sold at net book
value.
In February 2005, the Company sold a Fort Lauderdale, Florida manufacturing
facility that was acquired in the Merger for $1.4 million. The proceeds received
from the sale exceeded the carrying value of this facility by less than $0.1
million. The Company increased the portion of Merger consideration it previously
allocated to the assets and reduced the portion of Merger consideration it
previously allocated to goodwill by this excess amount, recorded the disposition
of the Fort Lauderdale facility, and recognized the receipt of the $1.4 million
cash during the first quarter of 2005.
-18-
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 could not receive the remaining $0.4
million of the contracted purchase amount or recognize a gain on the sale of the
equipment until certain technical conditions of the sale were fulfilled. During
the second quarter of 2004, the technical conditions of the sale were fulfilled,
the Company received the remainder of the contracted purchase amount, and the
Company recognized a gain on the divestiture in the amount of $1.7 million
pretax ($1.1 million after tax) as other nonoperating income in the Consolidated
Statement of Operations.
Impairment
In the second quarter of 2005, a major communications customer in the United
Kingdom, sales to which generated 2004 revenues of $94.6 million, requested bids
from both the Company and several other suppliers on a supply agreement
currently awarded to the Company. This business provided reasonably satisfactory
profit contribution in the past, but the Company viewed the communications cable
market as extremely mature, with falling demand, excess capacity, and continuing
price pressure. For this reason, on September 29, 2005, the Company announced
its decision to exit the United Kingdom communications cable business. The
Company viewed this decision as an indicator the aggregate carrying amount of
the long-lived assets at certain European manufacturing facilities might no
longer be recoverable. The Company estimated the future undiscounted cash flows
expected in connection with certain assets recognized in the financial records
of these facilities and compared such future cash flows to the aggregate
carrying amount of these assets. The Company determined that the carrying amount
of these assets was not recoverable. The Company reduced the carrying amount of
these assets by $3.3 million to their estimated fair value as determined by
discounting their estimated future cash flows. The factors used to determine
estimated fair value included, but were not limited to, operating cash flows
anticipated during the remaining useful lives of these assets, estimated market
values for certain assets, and a discount rate commensurate with the risk-free
interest rate reflective of the useful life remaining for these assets. This
$3.3 million impairment loss was reflected in operating expense during the third
quarter of 2005.
On September 29, 2005, the Company announced its decision to restructure its
European operations in an effort to reduce manufacturing floor space and
overhead. The Company viewed this decision as an indicator the aggregate
carrying amount of the long-lived assets at certain European manufacturing
facilities to be affected by the restructuring might no longer be recoverable.
The Company estimated the future undiscounted cash flows expected in connection
with certain assets recognized in the financial records of these facilities and
compared such future cash flows to the aggregate carrying amount of these
assets. The Company determined that the carrying amount of these assets and
liabilities was recoverable and, accordingly, no impairment loss was recognized
in the third quarter of 2005.
Losses may be incurred in the future as individual assets are disposed of during
both the Company's exit from the United Kingdom communications cable business
and the European restructuring.
-19-
NOTE 10: INTANGIBLE ASSETS
The carrying values of intangible assets were as follows:
SEPTEMBER 30, December 31,
2005 2004
------------ ------------
(in thousands)
Customer relations $ 54,774 $ 55,702
Developed technologies 6,241 6,558
Favorable contracts 1,094 1,094
Backlog 1,997 2,357
---------- ----------
Gross amortizable intangible assets 64,106 65,711
Accumulated amortization (5,610) (3,093)
---------- ----------
Net amortizable intangible assets 58,496 62,618
Trademarks, net of accumulated amortization of $315 at September 30, 2005 and
$341 at December 31, 2004 15,034 15,648
Goodwill, net of accumulated amortization of $12,143 at September 30, 2005 and
$12,640 at December 31, 2004 275,573 286,163
---------- ----------
Net intangible assets $ 349,103 $ 364,429
========== ==========
Impairment
On September 29, 2005, the Company announced its decision to exit the
United Kingdom communications cable business and to restructure its European
operations in an effort to reduce manufacturing floor space and overhead and
streamline administrative processes. The Company viewed this decision as an
indicator the carrying amounts of its two European reporting units might no
longer be recoverable. The Company estimated the future discounted cash flows of
the Europe Specialty/Electronics reporting unit and compared such future cash
flows to the carrying amount of the Europe Specialty/Electronics reporting unit.
The Company determined that the carrying amount of the Europe
Specialty/Electronics reporting unit was fully recoverable. The Company also
estimated the future discounted cash flows of the Europe Communications/Networks
reporting unit and compared such future cash flows to the carrying amount of the
Europe Communications/Networks reporting unit. The Company determined that the
carrying amount of the Europe Communications/Networks reporting unit was not
recoverable. The Company reduced the carrying amount of goodwill recognized in
the financial records of the Europe Communications/Networks reporting unit by
$7.1 million and reduced the carrying amount of goodwill recognized in the
Finance & Administration (F&A) financial records (which the Company allocated to
the Europe Communications/Networks reporting unit for the purpose of impairment
testing) by $2.4 million to their respective implied fair values. The factors
used to determine the implied fair values included, but were not limited to,
operating cash flows anticipated during the remaining life of the Europe
Communications/Networks reporting unit and a discount rate commensurate with the
Company's weighted average cost of capital reflective of the remaining life for
the Europe Communications/Networks reporting unit. These impairment losses were
reflected in operating expense during the third quarter of 2005.
-20-
Segment Allocation
The Electronics segment reported goodwill, net of accumulated amortization,
at September 30, 2005 in the amount of $128.5 million. There was no goodwill
reported by the Networking segment at September 30, 2005. Goodwill allocated to
the Electronics segment and the Networking segment decreased by $0.4 million and
$7.8 million, respectively, from December 31, 2004 primarily because of goodwill
impairment in the Networking segment resulting from the Company's decision to
exit the United Kingdom communications cable business and the impact of
translation on goodwill denominated in currencies other than the United States
dollar in both segments. Goodwill of $147.1 million has not been assigned to any
specific segment. Management believes it benefits the entire Company because it
represents acquirer-specific synergies unique to the Merger and is therefore
recognized in the F&A financial records. Goodwill recognized in the F&A
financial records decreased by $2.4 million from December 31, 2004 because of
the impairment of goodwill associated with the Company's decision to exit the
United Kingdom communications cable business.
NOTE 11: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The carrying values of accounts payable and accrued liabilities were as follows:
SEPTEMBER 30, December 31,
2005 2004
------------- ------------
(in thousands)
Trade accounts payable $ 105,129 $ 77,591
Wages, severance and related taxes 37,722 39,876
Employee benefits 39,107 37,351
Interest 2,067 5,804
Other (individual items less than 5% of total current liabilities) 29,022 24,413
--------- --------
Total accounts payable and accrued liabilities $ 213,047 $185,035
========= ========
Accrued Severance and Other Related Benefits Under 2003 Restructuring Plans
The Company recorded severance and other related benefits costs in the
amount of $2.7 million in 2003 related to personnel reductions within the
Electronics segment in the United States, Canada and the Netherlands and within
the Networking segment in the United Kingdom as operating expense ($1.4 million
in cost of sales and $1.3 million in SG&A expenses). The Company notified 132
employees, prior to December 31, 2003, of the pending terminations as well as
the amount of severance and other related benefits they each should expect to
receive. During the first quarter of 2004, the Company recorded additional
severance and other related benefits costs in the amount of $0.2 million related
to personnel reductions within the Electronics segment in the Netherlands in
SG&A expenses. One employee was notified, prior to March 31, 2004, of the
pending termination as well as the amount of severance and other related
benefits he should expect to receive.
In the second quarter of 2004, the Company was notified by Inland Revenue
that it owed an additional $0.4 million in other benefits related to severance
paid in the fourth quarter of 2003 to terminated employees within the Company's
Networking segment in the United Kingdom. The Company recorded these other
benefits costs in cost of sales during the second and fourth quarters of 2004.
-21-
Accrued Severance and Other Related Benefits Under 2004 Restructuring Plans
The Company recorded severance and other related benefits costs in the
amount of $0.3 million in the first quarter of 2004 related to personnel
reductions within the Electronics segment in Canada in SG&A expenses. Two
employees were notified, prior to March 31, 2004, of the pending terminations as
well as the amount of severance and other related benefits they each should
expect to receive. The Company recorded severance and other related benefits
costs in the amount of $10.7 million in the second, third and fourth quarters of
2004 related to (1) personnel reductions within the Electronics segment in the
United States, Canada, the Netherlands and Germany and (2) personnel reductions
in the Networking segment in the United States as operating expense ($9.9
million in cost of sales and $0.8 million in SG&A expenses). The Company also
recorded severance and other related benefits costs in the amount of $1.1
million in the third and fourth quarters of 2004 and $0.7 million in the first
and second quarters of 2005 related to the pending closure of its Electronics
segment manufacturing facility in Essex Junction, Vermont in cost of sales. The
Company notified 232 employees, prior to December 31, 2004, of the pending
terminations as well as the amount of severance and other related benefits they
each should expect to receive.
On June 1, 2004, the Company announced its decision to close its BCC
manufacturing facility in Phoenix, Arizona. The Company recognized severance and
other related benefits costs of $4.8 million, $0.8 million, and $0.1 million in
loss from discontinued operations during the second and third quarters of 2004
and the first quarter of 2005, respectively. The Company notified 889 employees,
prior to June 30, 2004, of the pending terminations as well as the amount of
severance and other related benefits they each should expect to receive.
On September 10, 2004, the Company announced its decision to close legacy CDT
operations in Skelmersdale, United Kingdom and Auburn, Massachusetts and to
reduce personnel at several other legacy CDT locations. As of the acquisition
date, the Company accrued severance and other related benefits costs of $16.7
million associated with the closures and the personnel reductions. During the
second quarter of 2005, the Company accrued an additional $2.6 million of
severance and other related benefits costs resulting from the finalization of
restructuring plans. These costs were recognized as a liability assumed in the
purchase and included in the allocation of the cost to acquire CDT in accordance
with EITF No. 95-3, Recognition of Liabilities in Connection with a Purchase
Business Combination. The number of employees eligible for severance payments
because of these actions was 523.
During the second quarter of 2005, the Company decided to terminate its
restructuring plans for certain legacy CDT operations in North America because
of improved capacity utilization at those operations. The Company reduced
accrued severance and other related benefits by $0.9 million and reduced the
portion of Merger consideration it had previously allocated to goodwill by this
same amount. This action reduced the number of employees eligible for severance
payments at June 30, 2005 by 71.
The Company recorded severance and other related benefits costs in the amount of
$0.3 million in the fourth quarter of 2004 related to personnel reductions
within the Networking segment in Australia in SG&A expenses. Five employees were
notified, prior to December 31, 2004, of the pending terminations as well as the
amount of severance and other related benefits they each should expect to
receive.
Accrued Severance and Other Related Benefits Under 2005 Restructuring Plans The
Company recorded severance and other related benefits costs in the amount of
$1.2 million in the third quarter of 2005 related to personnel reductions within
the Networking segment in Australia and the United Kingdom ($0.9 million in cost
of sales and $0.3 million in SG&A expenses). The Company notified 25 employees,
prior to September 30, 2005, of the pending terminations as well as the amount
of severance and other related benefits they each should expect to receive.
-22-
The Company also recorded severance and other related benefits costs in the
amount of $0.4 million in the third quarter of 2005 related to personnel
reductions within the Electronics segment in the United States and Canada in
cost of sales. Three employees were notified, prior to September 30, 2005, of
the pending terminations as well as the amount of severance and other related
benefits they each should expect to receive.
The Company anticipates making substantially all severance payments against
these accruals within one year of each accrual date.
The following table sets forth termination activity that occurred during 2005:
Total Number of
Total Accrued Employees Eligible
Severance and for Severance and
Other Related Other Related
2003 Plans 2004 Plans 2005 Plans Benefits Benefits
---------- ---------- ---------- ------------- ------------------
(in thousands, except number of
employees)
Balance at December 31, 2004 $ 542 $19,898 $ -- $20,440 722
Merger-related activities:
Cash payments/terminations -- (3,269) -- (3,269) (192)
Foreign currency translation -- (89) -- (89) --
Other adjustments -- (62) -- (62) 7
Other activities:
Cash payments/terminations (137) (2,656) -- (2,793) (97)
New charges (1) 1 587 -- 588 --
Foreign currency translation (17) (437) -- (454) --
Other adjustments -- (72) -- (72) (3)
------ ------- ------ ------- ------
Balance at March 31, 2005 (2) 389 13,900 -- 14,289 437
Merger-related activities:
Cash payments/terminations -- (2,307) -- (2,307) (139)
New charges (3) -- 2,625 -- 2,625 19
Foreign currency translation -- (18) -- (18) --
Other adjustments -- (951) (951) (63)
Other activities: --
Cash payments/terminations (147) (1,874) -- (2,021) (86)
New charges --- 250 -- 250 3
Foreign currency translation (8) (368) -- (376) --
Other adjustments --- (44) -- (44) --
------ ------- ------ ------- ------
Balance at June 30, 2005 (4) 234 11,213 -- 11,447 171
Merger-related activities:
Cash payments/terminations --- (1,302) -- (1,302) (24)
New charges --- --- -- --- --
Foreign currency translation --- 22 -- 22 --
Other adjustments --- --- -- --- --
Other activities:
Cash payments/terminations (41) (1,003) (162) (1,206) (25)
New charges --- ---- 1,662 1,662 32
Foreign currency translation (4) (183) (6) (193) --
Other adjustments --- (1) -- (1) (1)
------ ------- ------- ------- ------
Balance at September 30, 2005 (5) $ 189 $ 8,746 $ 1,494 $10,429 153
====== ======= ======= ======= ======
(1) Includes charges totaling $0.1 million related to discontinued operations
(2) Includes severance and other related benefits totaling $2.8 million and 174
applicable employees related to discontinued operations
(3) Includes charges totaling $0.2 million related to discontinued operations
(4) Includes accrued severance and other related benefits totaling $0.9 million
and 28 applicable employees related to discontinued operations
(5) Includes accrued severance and other related benefits totaling $0.1 million
and 8 applicable employees related to discontinued operations
The Company continues to review its business strategies and evaluate further
restructuring actions. This could result in additional severance and other
related benefits charges in future periods.
-23-
Executive Succession Costs
The Company's former President and Chief Executive Officer, C. Baker Cunningham,
has entered into a separation of employment agreement with the Company. The
separation agreement confirms Mr. Cunningham's entitlement and obligations under
his change of control employment agreement with Belden Inc., dated as of July
31, 2001, as a result of his separation of employment. The Company recognized
SG&A expense of $5.1 million and $0.9 million, respectively, in the second and
third quarters of 2005 related to Mr. Cunningham's separation of employment and
associated executive succession planning services. The terms of Mr. Cunningham's
stock options were modified by the separation agreement to extend the exercise
period to three years from the date of separation, not to exceed the original
term of the option grant. The modification resulted in additional compensation
expense of approximately $0.5 million, which is included in the SG&A expense
discussed above.
In September 2005, the Company announced the appointment of John S. Stroup as
President, Chief Executive Officer and Director effective October 31, 2005. In
accordance with the Executive Employment Agreement dated September 23, 2005
between the Company and Mr. Stroup (the AGREEMENT), he was awarded a combination
of approximately 450 thousand stock options and approximately 150 thousand
restricted stock unit awards on October 31, 2005 to compensate him for the "in
the money" value of the nonvested options and nonvested restricted stock that he
forfeited upon leaving his previous employer and as a further inducement to join
the Company. The options have an exercise price of $19.93 per option, vest in
equal installments over three years, and expire in ten years. The restricted
stock units cliff vest in five years and will be paid in the Company's stock
upon vesting. Additional provisions will apply in the event of employment
termination or a change of control in the Company. The Agreement also guarantees
Mr. Stroup a 2005 bonus of not less than $280,000. The Company will recognize
compensation expense related to the restricted stock units and the annual bonus
beginning in the fourth quarter of 2005 and will recognize compensation expense
related to the stock options beginning in the first quarter of 2006 (upon the
Company's adoption of SFAS No. 123(R)).
NOTE 12: LONG-TERM DEBT AND OTHER BORROWING ARRANGEMENTS
Medium-Term Notes
In 1997, the Company completed a private placement of $75.0 million of unsecured
medium-term notes. The notes bear interest at 6.92% and mature in $15.0 million
annual increments in August 2005 through August 2009. The Company repaid the
first $15.0 million annual increment of the 1997 placement in August 2005.
Credit Agreement
There were no outstanding borrowings at September 30, 2005 under the Company's
credit agreement dated October 9, 2003. The Company had $26.7 million in
borrowing capacity available at September 30, 2005.
Short-Term Borrowings
At September 30, 2005, the Company had unsecured, uncommitted arrangements with
nine banks under which it could borrow up to $5.2 million at prevailing interest
rates. There were no outstanding borrowings under these arrangements at
September 30, 2005.
-24-
Convertible Subordinated Debentures
At September 30, 2005, the Company had outstanding $110.0 million of unsecured
subordinated debentures. The debentures are convertible into approximately 6.2
million shares of common stock, at a conversion price of $17.859 per share, upon
the occurrence of certain events. Holders may surrender their debentures for
conversion into shares of common stock upon satisfaction of any of the
conditions listed in Note 13, Long-Term Debt and Other Borrowing Arrangements,
to the Consolidated Financial Statements in the Company's Annual Report on Form
10-K for the year ended December 31, 2004. At September 30, 2005, one of these
conditions -- the closing sale price of the Company's common stock must be at
least 110% of the conversion price for a minimum of 20 days in the 30
trading-day period prior to surrender -- had been satisfied. At November 1,
2005, none of these conditions had been satisfied.
As of November 1, 2005, no holders of the debentures have surrendered their
debentures for conversion into shares of the Company's common stock.
The 6.2 million shares of common stock that would be issued if the debentures
were converted are included in the Company's calculation of diluted income per
share for the three- and nine-month periods ended September 30, 2005.
NOTE 13: INCOME TAXES
Income tax expense of $16.3 million for the nine months ended September 30, 2005
resulted from income from continuing operations before taxes of $41.5 million.
The Company considers earnings from foreign subsidiaries 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 from continuing operations before taxes and the amounts
determined by applying the applicable statutory United States tax rate are
analyzed below:
Nine Months Ended September 30, 2005 Amount Rate
- ----------------------------------- ------- -------
(in thousands, except rate data)
Provision at statutory rate $14,517 35.0 %
State and local income taxes 1,201 2.9 %
Nondeductible goodwill impairment 1,723 4.2 %
Change in deferred tax valuation allowance (156) (0.4)%
Resolution of prior-period tax contingency (1,167) (2.8)%
Foreign income tax rate differences and other, net 210 0.5 %
------- -----
Total tax expense $16,328 39.4 %
======= =====
-25-
In October 2004, the American Jobs Creation Act (the AJCA) was signed into law.
The AJCA includes a deduction of 85% of certain foreign earnings that are
repatriated, as defined in the AJCA. Taxpayers may elect to apply this provision
to qualifying earnings repatriations in either 2004 or 2005. In December 2004,
the FASB issued FASB Staff Position (FSP) No. 109-2, Accounting and Disclosure
Guidance for the Foreign Earnings Repatriation Provision within the American
Jobs Creation Act of 2004. FSP No. 109-2 allows companies additional time to
evaluate the effect of the law on whether unrepatriated foreign earnings
continue to qualify for an exception to recognizing deferred tax liabilities in
accordance with SFAS No. 109, Accounting for Income Taxes, and would require
explanatory disclosures from those who need additional time to complete such an
evaluation. The Company is in the process of evaluating the repatriation
provisions, but has not completed its analysis. An estimate of the impact of
this provision (if any) cannot be determined at this point.
NOTE 14: PENSION AND OTHER POSTRETIREMENT OBLIGATIONS
The Company sponsors defined benefit pension plans for certain employees in the
United States, the United Kingdom, the Netherlands, Canada and Germany. Annual
contributions to these pension plans equal or exceed the minimum funding
requirements of applicable local regulations. The assets of the pension plans
are maintained in various trusts and invested primarily in equity and fixed
income securities and money market funds.
The Company also sponsors unfunded postretirement (medical and life insurance)
benefit plans in the United States and Canada. The medical benefit portion of
the United States plan is only for employees who retired prior to 1989 as well
as certain other employees who were near retirement and elected to receive
certain benefits.
The following table provides the components of net periodic benefit costs for
the plans:
Other Postretirement
Pension Obligations Obligations
---------------------- --------------------
Three Months Ended September 30, 2005 2004 2005 2004
- -------------------------------------------- ------- ------- ----- -----
(in thousands)
Service cost $ 2,223 $ 1,956 $ 141 $ 86
Interest cost 3,136 3,132 610 500
Expected return on plan assets (3,526) (3,409) -- --
Amortization of prior service cost (10) 2 (27) (27)
Net (gain) loss recognition 827 535 155 108
------- ------- ----- -----
Net periodic benefit cost $ 2,650 $ 2,216 $ 879 $ 667
======= ======= ===== =====
Other Postretirement
Pension Obligations Obligations
--------------------- ---------------------
Nine Months Ended September 30, 2005 2004 2005 2004
- -------------------------------------------- ------- ------- ------ -----
(in thousands)
Service cost $ 6,932 $ 5,538 $ 382 $ 101
Interest cost 9,767 8,626 1,783 965
Expected return on plan assets (10,962) (9,435) -- --
Amortization of prior service cost (30) (4) (81) (79)
Net (gain) loss recognition 2,569 1,599 465 323
------- ------- ------ ------
Net periodic benefit cost $ 8,276 $ 6,324 $2,549 $1,310
======= ======= ====== ======
-26-
The following table provides actual and anticipated contributions to the
Company's pension plans and other postretirement plans:
Other
Pension Postretirement
Obligations Obligations
----------- --------------
(in thousands)
Actual contributions for the three months ended September 30, 2005 $ 6,292 $ 533
Actual contributions for the nine months ended September 30, 2005 17,048 1,824
Anticipated contributions for the year ended December 31, 2005 23,200 2,500
NOTE 15: 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, employment, 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, results of operations or cash flow of the Company.
Letters of Credit, Guarantees and Bonds
At September 30, 2005, the Company was party to unused standby letters of credit
and unused bank guarantees totaling $10.2 million and $5.4 million,
respectively. The Company also maintains surety bonds totaling $4.6 million in
connection with workers compensation self-insurance programs in several states,
taxation in Canada, retirement benefits in Germany and the importation of
product into the United States and Canada.
Severance and Other Related Benefits
The Company completed the sale of part of a business in Germany to a
management-led buyout group in October 2003. The Company will retain liability
for severance and other related benefits, estimated at $1.5 million on September
30, 2005, 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 transferred employees' duration of employment with
the buyout group. The Company will be relieved of any remaining contingent
liability related to the transferred employees on the third anniversary of the
buyout date.
Affiliate Guarantees
At September 30, 2005, Belden CDT Inc. and its subsidiaries had affiliate
guarantees outstanding totaling $124.6 million. The maximum potential amount of
future payments Belden CDT Inc. or its subsidiaries could be required to make
under these affiliate guarantees at September 30, 2005 is $124.6 million. 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.
-27-
NOTE 16: BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION
The Company conducts its operations through two business segments -- Electronics
and Networking. The Electronics segment designs, manufactures and markets
metallic and fiber optic cable products primarily with industrial,
video/sound/security and transportation/defense applications. These products are
sold principally through distributors or directly to systems integrators and
original equipment manufacturers (OEMS). The Networking segment designs,
manufactures and markets metallic cable, fiber optic cable, connectivity and
certain other non-cable products primarily with networking/communications
applications. These products are sold principally through distributors or
directly to systems integrators, OEMs and large telecommunications companies.
The Company evaluates business segment performance and allocates resources based
on operating income before interest and income taxes. Operating income of the
two principal business segments include all the ongoing costs of operations.
Allocations to or from these business segments are not significant. Transactions
between the business segments are conducted on an arms-length basis. With the
exception of certain unallocated tax assets, substantially all the business
assets are utilized by the business segments.
Effective January 1, 2005, the Company began accounting for all internal
sourcing of product between its business segments as affiliate sales and
directed any business segment that sold product it had sourced from an affiliate
to recognize profit applicable to both the manufacturing and selling efforts. In
prior years, a business segment that sold product it had sourced from an
affiliate only recognized profit margin applicable to the selling effort. The
Company made this change as a result of increased transactions between its
business segments largely resulting from the Merger. The Company believes this
change provides more useful information for purposes of making decisions about
allocating resources to the business segments and assessing their performance.
The Company has reclassified the business segment information presented for the
three- and nine-month periods ended September 30, 2004 to reflect business
segment performance as if the Company had implemented this new accounting
procedure effective January 1, 2004.
Business Segment Information
Amounts reflected in the column entitled F&A in the tables below represent
corporate headquarters operating, treasury and income tax expenses, corporate
assets, and corporate investment in certain affiliates. Amounts reflected in the
column entitled Eliminations in the tables below represent the eliminations of
affiliate revenues, affiliate cost of sales, and certain intersegment
investments in affiliates.
THREE MONTHS ENDED SEPTEMBER 30,
2005 ELECTRONICS NETWORKING F&A ELIMINATIONS TOTAL
- -------------------------------- ----------- ---------- ------- ------------ ---------
(IN THOUSANDS)
EXTERNAL CUSTOMER REVENUES $199,529 $142,860 $ -- $ -- $342,389
AFFILIATE REVENUES 20,256 4,016 -- (24,272) --
SEGMENT OPERATING INCOME (LOSS) 28,857 (961) (7,826) (5,296) 14,774
SEGMENT IDENTIFIABLE ASSETS (1) 689,189 337,804 467,858 (161,011) 1,333,840
======== ======== ======= ======== =========
-28-
Three Months Ended September 30,
2004 Electronics Networking F&A Eliminations Total
- -------------------------------- ----------- ---------- ------- ------------ ---------
(in thousands)
External customer revenues $171,972 $109,482 $ -- $ -- $281,454
Affiliate revenues 15,208 -- -- (15,208) --
Segment operating income (loss) 1,902 7,087 (9,774) (2,402) (3,187)
Segment identifiable assets (1) 646,903 367,085 687,502 (430,841) 1,270,649
======== ======== ======= ======== =========
(1) Excludes assets of discontinued operations
NINE MONTHS ENDED SEPTEMBER 30,
2005 ELECTRONICS NETWORKING F&A ELIMINATIONS TOTAL
- ------------------------------------ ----------- ---------- ------- ------------ ---------
(IN THOUSANDS)
EXTERNAL CUSTOMER REVENUES $582,007 $407,194 $ -- $ -- $989,201
AFFILIATE REVENUES 71,257 9,821 -- (81,078) --
SEGMENT OPERATING INCOME (LOSS) 76,439 14,595 (25,738) (15,587) 49,709
======== ======== ======= ======== =========
Nine Months Ended September 30,
2004 Electronics Networking F&A Eliminations Total
- -------------------------------- ----------- ---------- ------- ------------ ---------
(in thousands)
External customer revenues $408,338 $ 227,526 $ -- $ -- $635,864
Affiliate revenues 64,225 646 -- (64,871) --
Segment operating income (loss) 28,539 15,300 (18,140) (10,141) 15,558
======== ========== ======= ======== =========
Total segment operating income differs from net income reported in the
Consolidated Statements of Operations as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2005 2004 2005 2004
------- -------- ------- ---------
(in thousands)
Total segment operating income (loss) $ 14,774 $ (3,187) $ 49,709 $ 15,558
Interest expense, net (2,198) (3,537) (7,682) (9,870)
Minority interest (215) (225) (551) (225)
Other nonoperating income -- -- -- 1,732
Income tax benefit (expense) (6,283) 3,748 (16,328) (438)
-------- -------- -------- ---------
Income (loss) from continuing operations 6,078 (3,201) 25,148 6,757
Loss from discontinued operations (1) (13) (2,809) (2,438) (10,128)
Gain (loss) on disposal of discontinued operations (2) -- (1,529) 15,163 1,491
-------- -------- -------- ---------
Net income (loss) $ 6,065 $ (7,539) $ 37,873 $ (1,880)
======== ======== ======== =========
(1) Net of tax benefit of $49, $1,489, $1,330, and $5,606, respectively
(2) Net of tax benefit (expense) of $860, $(8,529) and $(839), respectively
-29-
Geographic Information
The following table identifies revenues by geographic region based on the
location of the customer.
Three Months Ended September 30, 2005 2004
---------- ----------
PERCENT OF Percent of
REVENUES REVENUES Revenues Revenues
--------- ---------- --------- ----------
(in thousands, except % data)
United States $ 177,966 52.0% $ 143,540 51.0%
Canada 34,664 10.1% 23,698 8.4%
United Kingdom 38,490 11.2% 36,712 13.0%
Continental Europe 62,987 18.4% 52,245 18.6%
Rest of World 28,282 8.3% 25,259 9.0%
--------- ----- --------- -----
Total $ 342,389 100.0% $ 281,454 100.0%
========= ===== ========= =====
Nine Months Ended September 30, 2005 2004
PERCENT OF Percent of
REVENUES REVENUES Revenues Revenues
--------- ---------- --------- ----------
(in thousands, except % data)
United States $ 503,306 50.9% $ 332,027 52.2%
Canada 98,928 10.0% 48,122 7.6%
United Kingdom 116,837 11.8% 90,670 14.3%
Continental Europe 188,140 19.0% 104,208 16.4%
Rest of World 81,990 8.3% 60,837 9.5%
--------- ----- --------- -----
Total $ 989,201 100.0% $ 635,864 100.0%
========= ===== ========= =====
-30-
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 notes, will aid in the understanding of the
operating results as well as the financial position, cash flows, indebtedness
and other key financial information of the Company. Certain reclassifications
have been made to prior year amounts to make them comparable to current year
presentation. Preparation of this Quarterly Report on Form 10-Q requires the
Company to make estimates and assumptions that affect the reported amount of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of its financial statements and the reported amounts of revenue and
expenses during the reporting period. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily derived from other sources. There can be no assurance that actual
amounts will not differ from those estimates. The following discussion will also
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 the forward-looking statements.
OVERVIEW
The Company designs, manufactures and markets high-speed electronic cables and
connectivity products for the specialty electronics and data networking markets.
The Company focuses on segments of the worldwide cable and connectivity market
that require highly differentiated, high-performance products and adds value
through design, engineering, manufacturing excellence, product quality, and
customer service. The Company has manufacturing facilities in North America and
Europe.
The Company believes that revenue growth, operating margins and working capital
management are its key performance indicators.
BUSINESS COMBINATION
Belden Inc. (BELDEN) and Cable Design Technologies Corporation (CDT) entered
into an Agreement and Plan of Merger, dated February 4, 2004 (the MERGER
AGREEMENT) pursuant to which Belden merged with and became a wholly owned
subsidiary of CDT (the MERGER). On July 15, 2004, after both parties received
the appropriate stockholder approvals, after CDT effected a one-for-two reverse
split of its common stock, and pursuant to the Merger Agreement, Belden and CDT
completed the Merger. Pursuant to the Merger Agreement, 25.6 million shares of
Belden common stock, par value $.01 per share, were exchanged for 25.6 million
shares of CDT common stock, par value $.01 per share, and CDT changed its name
to Belden CDT Inc.
The Merger was treated as a reverse acquisition under the purchase method of
accounting. Belden was considered the acquiring enterprise for financial
reporting purposes because Belden's owners as a group retained or received the
larger portion of the voting rights in the Company and Belden's senior
management represented a majority of the senior management of the Company. For
financial reporting purposes, the results of operations of CDT are included in
the Company's Consolidated Statements of Operations from July 16, 2004.
-31-
The following information is included in Note 3, Business Combination, to the
Consolidated Financial Statements in this Quarterly Report on Form 10-Q:
- The number of shares of the Company's common stock outstanding after
consummation of the Merger,
- The relative ownership percentages of former CDT stockholders and
former Belden stockholders in the Company,
- The cost of the Merger,
- The amount of goodwill recorded by the Company related to the Merger,
and
- Unaudited pro forma summary results presenting selected operating
information for the Company as if the Merger and the one-for-two
reverse stock split had been completed as of January 1, 2004.
DISCONTINUED OPERATIONS
The Company currently reports four operations -- the Belden Communications
Company (BCC) operation in Phoenix, Arizona; the Raydex/CDT Ltd. (RAYDEX)
operation in Skelmersdale, United Kingdom; the Montrose/CDT (MONTROSE) operation
in Auburn, Massachusetts; and the Admiral/CDT (ADMIRAL) operation in Wadsworth,
Ohio and Barberton, Ohio -- as discontinued operations. Each of these operations
is reported as a discontinued operation in accordance with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. The Raydex,
Montrose and Admiral operations were acquired through the Merger. As of the
effective date of the Merger, management had formulated a plan to dispose of
these operations. In regard to all discontinued operations, the remaining assets
of these operations were held for sale during the three- and nine-month periods
ended September 30, 2005.
Discussion regarding each operation, including (1) a listing of revenues and
income (loss) before income taxes generated by each operation during the three-
and nine-month periods ended September 30, 2005 and 2004 and (2) a listing of
the major classes of assets and liabilities belonging to each operation at
September 30, 2005 that remain as part of the disposal group, is included in
Note 4, Discontinued Operations, to the Consolidated Financial Statements in
this Quarterly Report on Form 10-Q.
CONSOLIDATED OPERATING RESULTS
The following table sets forth information comparing consolidated operating
results.
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- -----------------
2005 2004 2005 2004
--------- --------- --------- ---------
(In thousands)
Revenues $ 342,389 $ 281,454 $ 989,201 $ 635,864
Gross profit 76,345 53,211 216,690 121,414
Operating income (loss) 14,774 (3,187) 49,709 15,558
Interest expense (2,198) (3,537) (7,682) (9,870)
Income (loss) from continuing operations before taxes 12,361 (6,949) 41,476 7,195
Income (loss) from continuing operations 6,078 (3,201) 25,148 6,757
Loss from discontinued operations (1) (13) (2,809) (2,438) (10,128)
Gain (loss) on disposal of discontinued operations (2) -- (1,529) 15,163 1,491
Net income (loss) 6,065 (7,539) 37,873 (1,880)
========= ========= ========= =========
(1) Net of tax benefit of $49, $1,489, $1,330 and $5,606, respectively
(2) Net of tax benefit (expense) of $860, $(8,529) and $(839), respectively
-32-
BUSINESS SEGMENTS
The Company conducts its operations through two business segments -- Electronics
and Networking. The Electronics segment designs, manufactures and markets
metallic and fiber optic cable products primarily with industrial,
video/sound/security and transportation/defense applications. These products are
sold principally through distributors or directly to systems integrators and
original equipment manufacturers (OEMS). The Networking segment designs,
manufactures and markets metallic cable, fiber optic cable, connectivity and
certain other non-cable products primarily with networking/communications
applications. These products are sold principally through distributors or
directly to systems integrators, OEMs and large telecommunications companies.
Effective January 1, 2005, the Company began accounting for all internal
sourcing of product between its business segments as affiliate sales and
directed any business segment that sold product it had sourced from an affiliate
to recognize profit margin applicable to both the manufacturing and selling
efforts. In prior years, a business segment that sold product it had sourced
from an affiliate only recognized profit margin applicable to the selling
effort. The Company made this change as a result of increased transactions
between its business segments largely resulting from the Merger. The Company
believes this change provides more useful information for purposes of making
decisions about allocating resources to the business segments and assessing
their performance. The Company has reclassified the business segment information
presented for the three- and nine-month periods ended September 30, 2004 to
reflect business segment performance as if the Company had implemented this new
accounting procedure effective January 1, 2004.
The following table sets forth information comparing the Electronics segment
operating results.
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2005 2004 2005 2004
--------- --------- --------- ---------
(In thousands, except % data)
External customer revenues $ 199,529 $ 171,972 $ 582,007 $ 408,338
Affiliate revenues 20,256 15,208 71,257 64,225
--------- --------- --------- ---------
Total revenues 219,785 187,180 653,264 472,563
Operating income 28,857 1,902 76,439 28,539
As a percent of total revenues 13.1% 1.0% 11.7% 6.0%
========= ========= ========= =========
The following table sets forth information comparing the Networking segment
operating results.
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2005 2004 2005 2004
--------- --------- --------- ---------
(In thousands, except % data)
External customer revenues $ 142,860 $ 109,482 $ 407,194 $ 227,526
Affiliate revenues 4,016 -- 9,821 646
--------- --------- --------- ---------
Total revenues 146,876 109,482 417,015 228,172
Operating income (loss) (961) 7,087 14,595 15,300
As a percent of total revenues (0.7)% 6.5% 3.5% 6.7%
========= ========= ========= =========
-33-
RESULTS OF OPERATIONS --
THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2004
CONTINUING OPERATIONS CONSOLIDATED REVENUES
Revenues generated in the three months ended September 30, 2005 increased 21.7%
to $342.4 million from revenues generated in the three months ended September
30, 2004 of $281.5 million because of increased sales volume, the impact of the
Merger, increased selling prices, and favorable currency translation on
international revenues.
The impact of increased unit sales generated during the three months ended
September 30, 2005 contributed 8.8 percentage points of revenue increase. The
Company experienced higher unit sales of products with
networking/communications, industrial, video/sound/security, and
transportation/defense applications.
Revenues generated through the addition of the CDT operations during the third
quarter of 2005 totaled approximately $23.8 million and contributed 8.4
percentage points of revenue increase.
The impact of increased product pricing contributed 3.5 percentage points of
revenue increase during the third quarter of 2005. This price improvement
resulted primarily from the impact of sales price increases implemented by the
Company during 2004 and 2005 across most product lines in response to increases
in the costs of copper, Teflon(R) FEP, and commodities derived from petroleum
and natural gas.
Favorable foreign currency translation on international revenues contributed 1.0
percentage point of revenue increase.
Revenues generated on sales of product to customers in the United States,
representing 52.0% of total revenues generated during the three months ended
September 30, 2005, increased by 24.0% compared with revenues generated during
the same period in 2004. Absent the impact of the Merger, sales of product to
customers in the United States increased by 14.7%. This increase resulted
primarily from the impact of sales price increases implemented during 2004 and
2005, increased demand for networking products, increased demand from the Gulf
Coast region distributors in anticipation of repairs to the damage resulting
from Hurricanes Katrina and Rita, some customer pre-buying ahead of the
announced October 2005 sales price increases, and increased project activity
requiring instrumentation/control cable products, in-flight entertainment cable
products, central office communications cable products, and products with
video/sound/security applications.
Revenues generated on sales of product to customers in Canada represented 10.1%
of total revenues for the quarter ended September 30, 2005. Canadian revenues
for the third quarter of 2005 increased by 46.3% compared with revenues for the
third quarter of 2004. Absent the impact of the Merger and favorable currency
translation on product sold by the Company's international operations to
customers in Canada, revenues generated for the third quarter of 2005 increased
by 21.4% compared with revenues generated for the same period in 2004. This
increase resulted primarily from the impact of sales price increases implemented
during 2004 and 2005, increased demand for networking products and increased
capital project activity within the industrial sector resulting from high oil
prices and increased demand from utilities companies.
-34-
Revenues generated on sales of product to customers in the United Kingdom,
representing 11.2% of total revenues generated during the third quarter of 2005,
increased by 4.8% compared with revenues generated during the same period in
2004. Absent the impact of the Merger and favorable currency translation on
products sold by the Company's international operations to customers in the
United Kingdom, revenues generated for the third quarter of 2005 increased by
2.2% compared with revenues generated for the same period in 2004. This increase
resulted primarily from the impact of sales price increases implemented during
2004 and 2005.
Revenues generated on sales of product to customers in Continental Europe
represented 18.4% of total revenues for the quarter ended September 30, 2005.
Continental European revenues generated during the third quarter of 2005
increased by 20.6% compared with revenues generated during the same period in
2004. Absent the impact of the Merger and favorable currency translation on
products sold by the Company's international operations to customers in
Continental Europe, revenues generated during the third quarter of 2005
increased by 6.6% compared with revenues generated during the same period of
2004. This increase resulted primarily from the impact of sales price increases
implemented during 2004 and 2005 and improved demand from communications
customers in Continental Europe partially offset by weak demand from the German
automotive industry, increased competition from Chinese exporters on sales of
wireless communications cable products in the Nordic region, and the Company's
decision to cease production of cord products and assemblies in Continental
Europe during the first quarter of 2005.
Revenues generated on sales of product to customers in the rest of the world,
representing 8.3% of the Company's total revenues generated during the three
months ended September 30, 2005, increased by 12.0% from the same period in
2004. Absent the impact of the Merger and favorable currency translation of
products sold by the Company's international operations to customers in the
Latin America, Asia/Pacific and Africa/Middle East markets, revenues generated
during the third quarter of 2005 increased by 8.1% compared with revenues
generated during the same period in 2004. This increase represented the impact
of sales price increases implemented during 2004 and 2005 and higher demand in
the Asia/Pacific and Africa/Middle East markets.
CONTINUING OPERATIONS CONSOLIDATED COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the components of earnings.
Percent
Increase
2005 Compared
Three Months Ended September 30, 2005 2004 With 2004
- ------------------------------- --------- -------- -------------
(in thousands, except % data)
Gross profit $ 76,345 $ 53,211 43.5%
As a percent of revenues 22.3% 18.9%
Operating income (loss) $ 14,774 $ (3,187) 563.6%
As a percent of revenues 4.3% (1.1)%
Income (loss) from continuing operations before taxes $ 12,361 $ (6,949) 277.9%
As a percent of revenues 3.6% (2.5)%
Income (loss) from continuing operations $ 6,078 $ (3,201) 289.9%
As a percent of revenues 1.8% (1.1)%
========= ======== =====
-35-
Gross profit increased 43.5% to $76.3 million in the three months ended
September 30, 2005 from $53.2 million in the three months ended September 30,
2004 primarily because of the addition of gross profit generated by CDT
operations during the quarter, the impact of sales price increases implemented
during 2004 and 2005, and the favorable impact of currency translation on the
gross profit generated by the Company's international operations. Also
contributing to the favorable gross profit comparison were the current-quarter
impact of material, labor and overhead cost reduction initiatives, severance and
other benefits costs of $9.4 million recognized during the third quarter of 2004
related to personnel reductions in both North America and Europe, severance and
other related benefits costs totaling $0.4 million recognized during the third
quarter of 2004 related to the planned closure of a manufacturing facility in
the United States, the impact of production outsourcing in Europe during the
third quarter of 2004, and the impact of a 2003 production capacity
rationalization initiative in Europe that resulted in lower output, higher scrap
and increased maintenance costs during the third quarter of 2004.
These positive factors were partially offset by higher product costs resulting
from increased purchase prices for copper, Teflon(R) FEP and commodities derived
from both petroleum and natural gas and severance and other related benefits
costs totaling $1.4 million recognized during the current quarter related to
personnel reductions in Europe and North America.
Gross profit as a percent of revenues increased by 3.4 percentage points from
the prior year because of the previously mentioned items and increased
manufacturing utilization as a result of plant rationalization and
consolidation.
Operating income (loss) improved 563.6% to income of $14.8 million for the three
months ended September 30, 2005 from a loss of $3.2 million for the three months
ended September 30, 2004 primarily because of higher gross profit largely
attributable to the Merger and asset impairment charges totaling $8.9 million
recognized during the third quarter of 2004 related to product line exits in
Europe and the technological obsolescence of assets in the United States.
Partially offsetting the positive operating income comparison was an increase in
selling, general and administrative (SG&A) expenses to $48.7 million in the
third quarter of 2005 from $47.5 million in the third quarter of 2004 primarily
because of the addition of SG&A expenses related to the CDT operations, merger
integration costs of $0.7 million recognized in the current quarter, severance
and other related benefits costs totaling $0.3 million recognized during the
current quarter related to personnel reductions in Europe and the Asia/Pacific
region, executive succession costs totaling $0.9 million recognized in the
current quarter, and the unfavorable impact of currency translation on the SG&A
expenses of the Company's international operations. These negative factors were
partially offset by severance and other benefits costs of $0.7 million
recognized in the third quarter of 2004 related to personnel reductions within
the Company and both increased incentive compensation costs and increased
professional services costs recognized during the third quarter of 2004
primarily because of the Merger. SG&A expenses as a percentage of revenues
decreased to 14.2% in the third quarter of 2005 from 16.9% in the third quarter
of 2004 primarily because of the increased revenues.
Also partially offsetting the positive operating income comparison were tangible
asset and goodwill impairment costs of $3.3 million and $9.5 million,
respectively, recognized during the third quarter of 2005 because of the
Company's decision to exit the communications cable business in the United
Kingdom. Operating income (loss) as a percent of revenues improved to 4.3% in
the third quarter of 2005 from (1.1)% in the third quarter of 2004 as a result
of the previously mentioned items.
-36-
Income (loss) from continuing operations before taxes improved 277.9% to income
of $12.4 million in the three months ended September 30, 2005 from a loss of
$6.9 million in the three months ended September 30, 2004 because of higher
operating income largely attributable to the Merger and lower net interest
expense. Net interest expense decreased 37.9% to $2.2 million in the third
quarter of 2005 from $3.5 million in the third quarter of 2004 because of the
repayment of 7.60% medium-term notes totaling $64.0 million in the third quarter
of 2004, repayment of 6.92% medium-term notes totaling $15.0 million in the
third quarter of 2005, and higher interest income earned on cash equivalents
partially offset by the assumption of 4.00% subordinated convertible debentures
totaling $110.0 million from the legacy CDT operations in the third quarter of
2004. Interest income earned on cash equivalents was $1.4 million in the third
quarter of 2005 compared to $0.6 million in the third quarter of 2004. Average
debt outstanding was $238.9 million and $271.9 million during the third quarters
of 2005 and 2004, respectively. The Company's average interest rate was 5.91% in
the third quarter of 2005 and 5.84% in the third quarter of 2004.
The Company's effective tax rate decreased to 50.8% in the three months ended
September 30, 2005 from 53.9% in the three months ended September 30, 2004. This
decrease was primarily attributable to the increase in pretax income, which
reduces the relative impact of permanent differences.
Income (loss) from continuing operations improved 289.9% to income of $6.1
million in the three months ended September 30, 2005 from a loss of $3.2 million
in the three months ended September 30, 2004 because of higher income from
continuing operations before taxes resulting largely from the Merger partially
offset by higher income tax expense.
ELECTRONICS SEGMENT
Revenues generated from sales to external customers increased 16.0% to $199.5
million for the quarter ended September 30, 2005 from $172.0 million for the
quarter ended September 30, 2004 because of the impact of the Merger, increased
selling prices, increased sales volume, and favorable currency translation on
international revenues.
Revenues generated through the addition of the CDT operations during the third
quarter of 2005 totaled approximately $13.0 million and contributed 7.5
percentage points of revenue increase.
The impact of increased product pricing contributed 3.9 percentage points of
revenue increase during the third quarter of 2005. This price improvement
resulted primarily from the impact of sales price increases implemented during
2004 and 2005 across most product lines in response to increases in the costs of
copper, Teflon(R) FEP, and commodities derived from petroleum and natural gas.
The impact of increased unit sales generated during the three months ended
September 30, 2005 contributed 3.8 percentage points of revenue increase. The
segment experienced higher unit sales of products with industrial,
video/sound/security, and transportation/defense applications partially offset
by lower unit sales of products with networking/communications applications.
Favorable foreign currency translation on international revenues contributed 0.8
percentage points of revenue increase.
-37-
Operating income increased to $28.9 million for the quarter ended September 30,
2005 from $1.9 million for the quarter ended September 30, 2004 mainly because
of the addition of operating income generated by the CDT operations, the impact
of sales price increases implemented during 2004 and 2005, the current-quarter
impact of manufacturing and SG&A cost reduction initiatives, favorable currency
translation on operating income generated by the Company's international
operations, severance and other benefits costs of $10.2 million recognized in
the third quarter of 2004 related to personnel reductions, severance and other
benefits costs of $0.4 million recognized in the third quarter of 2004 related
to a planned manufacturing facility closure, asset impairment costs totaling
$8.9 million recognized in the third quarter of 2004 related to product line
exits in Europe and the technological obsolescence of assets in the United
States, the impact on third quarter 2004 operating income of the 2003 production
capacity rationalization initiative in Europe discussed above and increased
incentive compensation costs recognized during the third quarter of 2004 because
of the Merger.
These positive factors were partially offset by higher product costs resulting
from increased purchase prices for copper, Teflon(R) FEP and commodities derived
from both petroleum and natural gas, severance and other related benefits costs
of $0.5 million recognized during the current quarter related to personnel
reductions, and merger integration costs totaling $0.4 million recognized in the
current quarter.
As a percent of total revenues generated by the segment, operating income
increased to 13.1% in the third quarter of 2005 from 1.0% in the third quarter
of 2004 because of the previously mentioned items and increased manufacturing
utilization as a result of plant rationalization and consolidation.
NETWORKING SEGMENT
Revenues generated on sales to external customers increased 30.5% to $142.9
million for the quarter ended September 30, 2005 from $109.5 million for the
quarter ended September 30, 2004. The revenue increase resulted primarily from
increased sales volume, the impact of the Merger, increased selling prices, and
favorable currency translation on revenues generated by the Company's
international operations.
The impact of increased unit sales generated during the three months ended
September 30, 2005 contributed 16.6 percentage points of revenue increase. The
segment experienced higher unit sales of products with
networking/communications, industrial, video/sound/security, and
transportation/defense applications.
Revenues generated through the addition of the CDT operations during the third
quarter of 2005 totaled approximately $10.8 million and contributed 9.8
percentage points of revenue increase.
The impact of increased product pricing contributed 2.9 percentage points of
revenue increase during the third quarter of 2005. This price improvement
resulted primarily from the impact of sales price increases implemented during
2004 and 2005 across most product lines in response to increases in the costs in
copper and commodities derived from petroleum and natural gas.
Favorable foreign currency translation on international revenues contributed 1.2
percentage points of revenue increase.
-38-
Operating income (loss) deteriorated to a loss of $1.0 million for the quarter
ended September 30, 2005 from income of $7.1 million for the quarter ended
September 30, 2004 mainly because of tangible asset and goodwill impairment
charges totaling $3.3 million and $7.1 million, respectively, recognized during
the current quarter because of the Company's decision to exit the communications
cable business in the United Kingdom, severance and other related benefits costs
of $1.2 million recognized during the current quarter resulting from personnel
reductions, merger integration costs totaling $0.3 million recognized in the
current quarter, and higher product costs resulting from increased purchase
prices for copper and commodities derived from both petroleum and natural gas.
These negative factors were partially offset by the addition of operating income
generated by the CDT operations, the impact of sales price increases implemented
during 2004 and 2005, the current-quarter impact of manufacturing and SG&A cost
reduction initiatives, favorable currency translation on operating income
generated by the Company's international operations, the impact of production
outsourcing in Europe during the third quarter of 2004, and increased incentive
compensation recognized during the third quarter of 2004 because of the Merger.
Operating income (loss) as a percent of total revenues generated by the segment
deteriorated to (0.7)% in the quarter ended September 30, 2005 from 6.5% for the
quarter ended September 30, 2004 because of the previously mentioned items.
DISCONTINUED OPERATIONS
Loss from discontinued operations for the quarter ended September 30, 2005
includes $0.1 million of loss before income tax benefits related to the
discontinued operations of the Company's Networking segment.
Loss from discontinued operations for the quarter ended September 30, 2004
includes:
- $4.4 million of revenues and $0.1 million of income before income
tax expense related to the discontinued operations of the Company's
Electronics segment; and
- $6.1 million of revenues and $4.4 million of loss before income tax
benefits related to the discontinued operations of the Company's
Networking segment.
RESULTS OF OPERATIONS --
NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 2004
CONTINUING OPERATIONS CONSOLIDATED REVENUES
Revenues generated in the nine months ended September 30, 2005 increased 55.6%
to $989.2 million from revenues generated in the nine months ended September 30,
2004 of $635.9 million because of the impact of the Merger, increased selling
prices, increased sales volume, and favorable currency translation on
international revenues.
Revenues generated through the addition of the CDT operations during the first
nine months of 2005 totaled approximately $302.3 million and contributed 47.5
percentage points of revenue increase.
The impact of increased product pricing contributed 4.4 percentage points of
revenue increase during the first nine months of 2005. This price improvement
resulted primarily from the impact of sales price increases implemented by the
Company during 2004 and 2005 across most product lines in response to increases
in the costs of copper, Teflon(R) FEP, and commodities derived from petroleum
and natural gas.
-39-
The impact of increased unit sales generated during the nine months ended
September 30, 2005 contributed 2.1 percentage points of revenue increase. The
Company experienced higher unit sales of products with
networking/communications, industrial, video/sound/security, and
transportation/defense applications.
Favorable foreign currency translation on international revenues contributed 1.6
percentage points of revenue increase.
Revenues generated on sales of product to customers in the United States,
representing 50.9% of total revenues generated during the nine months ended
September 30, 2005, increased by 51.6% compared with revenues generated during
the same period in 2004. Absent the impact of the Merger, sales of product to
customers in the United States increased by 5.1%. This increase resulted
primarily from the impact of sales price increases implemented during 2004 and
2005, increased volume sales of networking products, increased demand from the
Gulf Coast region distributors in anticipation of repairs to the damage
resulting from Hurricanes Katrina and Rita, some customer pre-buying ahead of
the announced October 2005 sales price increases, and increased project activity
requiring instrumentation/control cable products, in-flight entertainment cable
products, fiber optic cable products, central office communications cable
products, and products with video/sound/security applications.
Revenues generated on sales of product to customers in Canada represented 10.0%
of total revenues for the nine months ended September 30, 2005. Canadian
revenues for the first nine months of 2005 increased by 105.6% compared with
revenues for the first nine months of 2004. Absent the impact of the Merger and
favorable currency translation on product sold by the Company's international
operations to customers in Canada, revenues generated for the first nine months
of 2005 increased by 20.6% compared with revenues generated for the same period
in 2004. This increase resulted primarily from the impact of sales price
increases implemented during 2004 and 2005, increased demand for networking
products and increased capital project activity within the industrial sector
resulting from high oil prices and increased demand from utilities companies.
Revenues generated on sales of product to customers in the United Kingdom,
representing 11.8% of total revenues generated during the first nine months of
2005, increased by 28.9% compared with revenues generated during the same period
in 2004. Absent the impact of the Merger and favorable currency translation on
products sold by the Company's international operations to customers in the
United Kingdom, revenues generated for the first nine months of 2005 increased
by 13.1% compared with revenues generated for the same period in 2004. This
increase resulted primarily from the impact of sales price increases implemented
during 2004 and 2005 and the addition of Belden-branded products to the
portfolios of several United Kingdom distributors who have historically carried
only CDT-branded products.
Revenues generated on sales of product to customers in Continental Europe
represented 19.0% of total revenues for the nine months ended September 30,
2005. Continental European revenues generated during the first nine months of
2005 increased by 80.5% compared with revenues generated during the same period
in 2004. Absent the impact of the Merger and favorable currency translation on
products sold by the Company's international operations to customers in
Continental Europe, revenues generated during the first nine months of 2005
decreased by 6.5% compared with revenues generated during the same period of
2004. This decrease resulted primarily from (1) nonrecurring sales of product
for the Athens Olympic Games in 2004, (2) weak demand from the German automotive
industry, (3) increased competition from Chinese exporters on sales of wireless
communications cable products in the Nordic region and (4) the Company's
decision to cease production of cord products and assemblies in Continental
Europe during the first quarter of 2005.
-40-
Revenues generated on sales of product to customers in the rest of the world,
representing 8.3% of the Company's total revenues generated during the nine
months ended September 30, 2005, increased by 34.8% from the same period in
2004. Absent the impact of the Merger and favorable currency translation of
products sold by the Company's international operations to customers in the
Latin America, Asia/Pacific and Africa/Middle East markets, revenues generated
during the first nine months of 2005 increased by 18.5% compared with revenues
generated during the same period in 2004. This increase represented the impact
of sales price increases implemented during 2004 and 2005 and higher demand in
all three markets.
CONTINUING OPERATIONS CONSOLIDATED COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the components of earnings.
Percent
Increase
2005 Compared
Nine Months Ended September 30, 2005 2004 With 2004
- ---------------------------------------------- --------- --------- -------------
(in thousands, except % data)
Gross profit $ 216,690 $ 121,414 78.5%
As a percent of revenues 21.9% 19.1%
Operating income $ 49,709 $ 15,558 219.5%
As a percent of revenues 5.0% 2.4%
Income from continuing operations before taxes $ 41,476 $ 7,195 476.5%
As a percent of revenues 4.2% 1.1%
Income from continuing operations $ 25,148 $ 6,757 272.2%
As a percent of revenues 2.5% 1.1%
Gross profit increased 78.5% to $216.7 million in the nine months ended
September 30, 2005 from $121.4 million in the nine months ended September 30,
2004 primarily because of the addition of gross profit generated by CDT
operations during the year, the impact of sales price increases implemented
during 2004 and 2005, and the favorable impact of currency translation on the
gross profit generated by the Company's international operations. Also
contributing to the favorable gross profit comparison were the current-year
impact of material, labor and overhead cost reduction initiatives, the impact of
production outsourcing in Europe during the second and third quarters of 2004,
and the impact of a 2003 production capacity rationalization initiative in
Europe that resulted in lower output, higher scrap and increased maintenance
costs during the first nine months of 2004, severance and other benefits costs
of $9.4 million recognized during 2004 related to personnel reductions in both
North America and Europe, and severance and other related benefits costs
totaling $0.4 million recognized during 2004 related to the closure of a
manufacturing facility in the United States.
These positive factors were partially offset by higher product costs resulting
from increased purchase prices for copper, Teflon(R) FEP and commodities derived
from both petroleum and natural gas, severance and other related benefits costs
totaling $1.4 million recognized during the current year related to personnel
reductions within the Company, and severance and other related benefits costs
totaling $0.7 million recognized during the current year related to the closure
of a manufacturing facility in the United States.
Gross profit as a percent of revenues increased by 2.8 percentage points from
the prior year because of the previously mentioned items and increased
manufacturing utilization as a result of plant rationalization and
consolidation.
-41-
Operating income increased 219.5% to $49.7 million for the nine months ended
September 30, 2005 from $15.6 million for the nine months ended September 30,
2004 primarily because of higher gross profit largely attributable to the Merger
and asset impairment costs of $8.9 million recognized during 2004 related to
product line exits in Europe and the disposal of certain assets in the United
States due to excess capacity (particularly as a result of the combined capacity
after the Merger).
Partially offsetting the positive operating income comparison was an increase in
SG&A expenses to $154.1 million in the first nine months of 2005 from $97.0
million in the first nine months of 2004 primarily because of the addition of
SG&A expenses related to the CDT operations, merger integration costs of $3.5
million recognized during the current year, executive succession costs totaling
$6.0 million recognized during the current year, severance and other related
benefits costs totaling $0.3 million recognized during the current year related
to personnel reductions in Europe and the Asia/Pacific region, and the
unfavorable impact of currency translation on the SG&A expenses of the Company's
international operations. These negative factors were partially offset by
severance and other benefits costs of $1.4 million recognized during 2004
related to personnel reductions and both increased incentive compensation costs
and increased professional services costs recognized during 2004 because of the
Merger. SG&A expenses as a percentage of revenues increased to 15.6% in the
first nine months of 2005 from 15.3% in the first nine months of 2004 primarily
because of the merger integration costs and executive succession costs.
Also partially offsetting the positive operating income comparison were tangible
asset and goodwill impairment costs of $3.3 million and $9.5 million,
respectively, recognized during the current year because of the Company's
decision to exit the United Kingdom communications cable business. Operating
income as a percent of revenues increased to 5.0% in the first nine months of
2005 from 2.4% in the first nine months of 2004 as a result of the previously
mentioned items.
Income from continuing operations before taxes increased 476.5% to $41.5 million
in the nine months ended September 30, 2005 from $7.2 million in the nine months
ended September 30, 2004 because of higher operating income largely attributable
to the Merger and lower net interest expense. Net interest expense decreased
22.2% to $7.7 million in the first nine months of 2005 from $9.9 million in the
first nine months of 2004 because of the repayment of 7.60% medium-term notes
totaling $64.0 million in the third quarter of 2004, the repayment of 6.92%
medium-term notes totaling $15.0 million in the third quarter of 2005, and
higher interest income earned on cash equivalents partially offset by the
assumption of 4.00% subordinated convertible debentures totaling $110.0 million
from the legacy CDT operations in the third quarter of 2004. Interest income
earned on cash equivalents was $3.6 million in the first nine months of 2005
compared to $1.0 million in the first nine months of 2004. Average debt
outstanding was $244.8 million and $224.3 million during the first nine months
of 2005 and 2004, respectively. The Company's average interest rate was 6.04% in
the first nine months of 2005 and 6.40% in the first nine months of 2004.
The Company's effective tax rate increased to 39.4% in the nine months ended
September 30, 2005 from 6.1% in the nine months ended September 30, 2004. This
increase was primarily attributable to (1) the increase in pretax income, which
reduces the relative impact of permanent differences, and (2) certain charges
recognized during the current year that were not deductible for tax purposes.
Income from continuing operations increased 272.2% to $25.1 million in the nine
months ended September 30, 2005 from $6.8 million in the nine months ended
September 30, 2004 mainly because of higher income from continuing operations
before taxes resulting largely from the Merger partially offset by higher income
tax expense.
-42-
ELECTRONICS SEGMENT
Revenues generated from sales to external customers increased 42.5% to $582.0
million for the nine months ended September 30, 2005 from $408.3 million for the
nine months ended September 30, 2004 because of the impact of the Merger,
increased selling prices, favorable currency translation on international
revenues, and increased sales volume.
Revenues generated through the addition of the CDT operations during the first
nine months of 2005 totaled approximately $148.0 million and contributed 36.2
percentage points of revenue increase.
The impact of increased product pricing contributed 4.3 percentage points of
revenue increase during the first nine months of 2005. This price improvement
resulted primarily from the impact of sales price increases implemented by the
segment during 2004 and 2005 across most product lines in response to increases
in the costs in copper, Teflon(R) FEP, and commodities derived from petroleum
and natural gas.
Favorable foreign currency translation on international revenues contributed 1.5
percentage points of revenue increase.
The impact of increased unit sales generated during the nine months ended
September 30, 2005 contributed 0.5 percentage points of revenue increase. The
segment experienced higher unit sales of products with video/sound/security,
transportation/defense, and industrial applications partially offset by lower
unit sales of products with networking/communications applications.
Operating income increased to $76.4 million for the nine months ended September
30, 2005 from $28.5 million for the nine months ended September 30, 2004 mainly
because of the addition of operating income generated by the CDT operations, the
impact of sales price increases implemented during 2004 and 2005, the
current-year impact of manufacturing and SG&A cost reduction initiatives,
favorable currency translation on operating income generated by the Company's
international operations, the impact that the 2003 production capacity
rationalization initiative in Europe had on 2004 operating income, severance and
other related benefits costs totaling $10.9 million recognized during 2004
related to personnel reductions, severance and other related benefits costs
totaling $0.4 million recognized during 2004 related to the closure of a
manufacturing facility in the United States, and increased incentive
compensation costs recognized by the segment during 2004 because of the Merger.
These positive factors were partially offset by higher product costs resulting
from increased purchase prices for copper, Teflon(R) FEP and commodities derived
from both petroleum and natural gas, merger integration costs totaling $2.0
million recognized in the current year, severance and other benefits costs of
$0.7 million recognized during the current year related to the closure of a
manufacturing facility in the United States and severance and other related
benefits costs of $0.5 million recognized during the current year related to
personnel reductions.
As a percent of total revenues generated by the segment, operating income
increased to 11.7% in the first nine months of 2005 from 6.0% in the first nine
months of 2004 because of the previously mentioned items and increased
manufacturing utilization as a result of plant rationalization and
consolidation.
-43-
NETWORKING SEGMENT
Revenues generated on sales to external customers increased 79.0% to $407.2
million for the nine months ended September 30, 2005 from $227.5 million for the
nine months ended September 30, 2004. The revenue increase resulted primarily
from the impact of the Merger, increased sales volume, increased selling prices,
and favorable currency translation on revenues generated by the Company's
international operations.
Revenues generated through the addition of the CDT operations during the first
nine months of 2005 totaled approximately $154.3 million and contributed 67.8
percentage points of revenue increase.
The impact of increased unit sales generated during the nine months ended
September 30, 2005 contributed 4.8 percentage points of revenue increase. The
segment experienced higher unit sales of products with
networking/communications, industrial, video/sound/security, and
transportation/defense applications.
The impact of increased product pricing contributed 4.5 percentage points of
revenue increase during the first nine months of 2005. This price improvement
resulted primarily from the impact of sales price increases implemented by the
segment during 2004 and 2005 across most product lines in response to increases
in the costs of copper and commodities derived from petroleum and natural gas.
Favorable foreign currency translation on international revenues contributed 1.9
percentage points of revenue increase.
Operating income decreased to $14.6 million for the nine months ended September
30, 2005 from $15.3 million for the nine months ended September 30, 2004 mainly
because of tangible assets and goodwill impairment charges totaling $3.3 million
and $7.1 million, respectively, recognized during the current year because of
the Company's decision to exit the United Kingdom communications cable business,
higher product costs resulting from increased purchase prices for copper and
commodities derived from both petroleum and natural gas, severance and other
related benefits costs of $1.2 million related to personnel reductions in Europe
and the Asia/Pacific region, and merger integration costs totaling $0.9 million
recognized in the current year.
These negative factors were partially offset by the addition of operating income
generated by the CDT operations, the impact of sales price increases implemented
during 2004 and 2005, the current-quarter impact of manufacturing and SG&A cost
reduction initiatives, favorable currency translation on operating income
generated by the Company's international operations, the impact of production
outsourcing in Europe during the second and third quarters of 2004, increased
incentive compensation costs recognized during 2004 because of the Merger, and
severance and other related benefits costs of $0.3 million recognized during
2004 related to personnel reductions.
Operating income as a percent of total revenues generated by the segment
decreased to 3.5% in the nine months ended September 30, 2005 from 6.7% for the
nine months ended September 30, 2004 because of the previously mentioned items.
-44-
DISCONTINUED OPERATIONS
Loss from discontinued operations for the nine months ended September 30, 2005
includes:
- $2.2 million of revenues and $0.8 million of loss before income tax
benefits related to the discontinued operations of the Company's
Electronics segment; and
- $0.1 million of revenues and $2.9 million of loss before income tax
benefits related to the discontinued operations of the Company's
Networking segment.
The Company recognized a gain on the disposal of discontinued operations in the
amount of $23.7 million before tax ($15.2 million after tax) during the first
nine months of 2005.
Loss from discontinued operations for the nine months ended September 30, 2004
includes:
- $4.4 million of revenues and $0.1 million of income before income
tax expense related to the discontinued operations of the Company's
Electronics segment; and
- $99.3 million of revenues and $15.8 million of loss before income
tax benefits related to the discontinued operations of the Company's
Networking segment.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
The Company's sources of cash liquidity included cash and cash equivalents, cash
from operations and amounts available under credit facilities. Generally, the
Company's primary source of cash has been from business operations. Cash sourced
from credit facilities and other borrowing arrangements has historically been
used to fund business acquisitions. The Company believes that the sources listed
above are sufficient to fund the current requirements of working capital, to
make scheduled pension contributions for the Company's retirement plans, to fund
scheduled debt maturity payments, to fund quarterly dividend payments and to
support its short-term and long-term operating strategies.
The Company expects that its cash tax payments will be minimal in 2005 because
of net operating loss (NOL) carryforwards as of December 31, 2004 in Australia,
Germany, the Netherlands and the United States. These NOL carryforwards arise
from lowered operating income during the recent economic downturns in the United
States and Europe, costs associated with divestiture or closure of manufacturing
plants in the United States, Germany and Australia, and transaction and other
costs associated with the Merger.
The Company expects capital expenditures for 2005 to be approximately $28.0
million. The Company has the ability to revise and reschedule the anticipated
capital expenditure program should the Company's financial position require it.
Any material reduction in customer demand, uncertainties related to the effect
of competitive products and pricing, customer acceptance of the Company's
product mix or economic conditions worldwide could affect the ability of the
Company to continue to fund its needs from business operations.
Net cash outflow during the nine months ended September 30, 2005 totaled $10.9
million. The disposal of discontinued operations provided $40.0 million of cash
during the first nine months of 2005.
-45-
Net cash inflow during the nine months ended September 30, 2004 totaled $6.6
million. The disposal of discontinued operations provided $78.2 million of cash
during the first nine months of 2004.
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities in the first nine months of 2005
totaled $40.6 million and included $24.7 million of net non-cash operating
expenses and a $22.0 million net increase in operating assets and liabilities.
Non-cash operating expenses consisted of depreciation, amortization, deferred
tax expense, tangible asset and goodwill impairment charges, and stock-based
compensation, net of a gain on the disposal of tangible assets. The net increase
in operating assets and liabilities resulted primarily from increased
receivables and inventories partially offset by increased accounts payable and
accrued liabilities, increased accrued income taxes and increased other net
operating assets and liabilities.
Net cash used for operating activities in the first nine months of 2004 totaled
$3.7 million and included $37.1 million of net non-cash operating expenses and a
$38.9 million net increase in operating assets and liabilities. Non-cash
operating expenses consisted of depreciation, amortization, deferred tax
expense, certain retirement savings plan contributions funded with common stock
held in treasury rather than with cash, and stock-based compensation, net of a
gain on the disposal of tangible assets. The net increase in operating assets
and liabilities resulted from growth in both receivables and inventories
necessary to support the Company's increased level of revenues.
CASH FLOW FROM INVESTING ACTIVITIES
Net cash provided by investing activities totaled $23.3 million in the first
nine months of 2005 primarily as the result of $30.7 million in proceeds
received from the sales of tangible assets belonging to the Company's
discontinued BCC - Phoenix operation, $9.3 million in proceeds received from the
sale of other facilities held for sale and $2.5 million in proceeds received
from the sale of equipment by the Company's continuing operations. These
proceeds were partially offset by $19.3 million of cash used for the purchase of
capital equipment. Net cash provided by investing activities in the first nine
months of 2004 totaled $77.3 million primarily because of $78.2 million in
proceeds received from the sale of tangible assets belonging to the Company's
discontinued BCC - Phoenix operation and $4.4 million in proceeds received from
the sale of equipment by the Company's continuing operations. These proceeds
were partially offset by $5.3 million of cash used for the purchase of capital
equipment.
CAPITAL EXPENDITURES
Nine Months Ended September 30, 2005 2004
- ------------------------------------------ ------- -------
(in thousands)
Continuing operations:
Capacity modernization and enhancement $ 8,675 $ 3,238
Capacity expansion 4,596 217
Other 5,999 1,373
------- -------
Total continuing operations 19,270 4,828
Discontinued operations -- 461
------- -------
$19,270 $ 5,289
======= =======
Capital expenditures for the continuing operations during the nine months ended
September 30, 2005 and 2004 represented 1.9% and 0.8%, respectively, of revenues
for the same periods. Investment during both the first nine months of 2005 and
2004 was utilized principally for maintaining and enhancing existing production
capabilities.
-46-
CASH FLOW FROM FINANCING ACTIVITIES
Net cash used for financing activities during the first nine months of 2005 and
2004 totaled $72.9 million and $67.2 million, respectively.
On May 23, 2005, the Board of Directors authorized the Company to repurchase up
to $125.0 million of common stock in the open market. From that date through
September 30, 2005, the Company repurchased approximately 2.5 million shares of
its common stock at an aggregate cost of $51.7 million.
During the nine-month periods ended September 30, 2005 and 2004, dividends of
$.15 per share were paid to stockholders, resulting in cash outflows of $7.0
million and $4.9 million, respectively.
During the nine months ended September 30, 2005 and 2004, the Company received
proceeds from the exercise of stock options totaling $2.9 million and $2.0
million, respectively.
During the nine months ended September 30, 2005 and 2004, the Company repaid
outstanding balances under its medium-term notes and European mortgage borrowing
arrangements in the amount of $17.2 million and $64.2 million, respectively.
During the nine months ended September 30, 2005, there were no material changes
outside the ordinary course of business to the Company's contractual obligations
presented in Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations, of the Annual Report on Form 10-K for the period
ended December 31, 2004.
WORKING CAPITAL
Current assets less cash and cash equivalents increased $34.3 million, or 7.4%,
from $460.5 million at December 31, 2004 to $494.8 million at September 30,
2005. Receivables increased 25.2% from $174.6 million at December 31, 2004 to
$218.5 million at September 30, 2005 primarily because of higher sales volumes,
increased sales prices, and the issuance of approximately $8.0 million in sales
incentive rebate credits, accrued in 2004, to participating customers during the
first quarter of 2005. Inventories increased 6.6% from $227.0 million at
December 31, 2004 to $241.9 million at September 30, 2005 mainly because of
increased production necessary to support higher sales levels and higher costs
for copper, Teflon(R) FEP and commodities derived from petroleum and natural
gas. Other current assets decreased 13.7% from $24.8 million at December 31,
2004 to $21.4 million at September 30, 2005 because of a $3.7 million decrease
in other current assets resulting primarily from amortization. Current assets of
discontinued operations decreased by 62.0% from $34.1 million at December 31,
2004 to $13.0 million at September 30, 2005 mainly as a result of the
liquidation of Raydex and Montrose receivables and inventories after those
facilities ceased production early in the first quarter of 2005.
-47-
Current liabilities increased $69.2 million, or 31.7%, from $218.3 million at
December 31, 2004 to $287.5 million at September 30, 2005. Accounts payable and
accrued liabilities increased 15.1% from $185.0 million at December 31, 2004 to
$213.0 million at September 30, 2005 mainly because of increased production and
higher costs for copper, Teflon(R) FEP and commodities derived from petroleum
and natural gas, executive succession costs totaling $6.0 million accrued in the
first nine months of 2005, and severance and other related benefits costs
totaling $5.1 million accrued in the first nine months of 2005. These increases
to accounts payable and accrued liabilities were partially offset by severance
payments totaling $12.9 million, positive adjustments to accrued severance
totaling $1.1 million resulting from the Company's decision to terminate its
restructuring plans for certain legacy CDT operations in North America because
of improved capacity utilization at those operations, and executive succession
payments totaling $0.5 million during the first nine months of 2005. In regard
to the severance payments, please refer to Note 11, Accounts Payable and Accrued
Liabilities, to the Consolidated Financial Statements in this Quarterly Report
on Form 10-Q. Accrued income taxes increased to $6.5 million at September 30,
2005 because of cash refunds received during the year. Current maturities of
long-term debt increased from $15.7 million at December 31, 2004 to $59.1
million at September 30, 2005 primarily because of the reclassification of the
7.75% medium-term notes in the amount of $44.0 million and the second tranche of
6.92% medium-term notes in the amount of $15.0 that are both due and payable in
the third quarter of 2006 from long-term debt. This reclassification was
partially offset by payment of the first tranche of 6.92% medium-term notes in
the amount of $15.0 million in the third quarter of 2005. Current liabilities of
discontinued operations decreased 48.9% from $17.5 million at December 31, 2004
to $9.0 million at September 30, 2005 primarily as a result of severance
payments of $5.9 million applied against the severance reserves for BCC's
Phoenix operation ($0.7 million), Montrose ($1.4 million), and Raydex ($3.8
million) during the current year.
LONG-LIVED ASSETS
Long-lived assets decreased $59.3 million, or 8.0%, from $746.1 million at
December 31, 2004 to $686.8 million at September 30, 2005.
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 $19.1 million during the first nine months of 2005 mainly
because of depreciation, the unfavorable impact of foreign currency translation
on the property, plant and equipment of the Company's international operations
and impairment charges totaling $3.3 million recognized during the third quarter
of 2005 as a result of the Company's decision to exit the United Kingdom
communications cable business and to restructure its European manufacturing
operations partially offset by capital expenditures of $19.3 million during
2005.
Goodwill and other intangibles includes goodwill, patents, trademarks, backlog,
favorable contracts and customer relations. Goodwill is 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. The carrying amounts of these assets
decreased by $15.3 million during the first nine months of 2005 primarily as a
result of the amortization of other intangibles and goodwill impairment charges
totaling $9.5 million recognized during the third quarter of 2005 as a result of
the Company's decision to exit the United Kingdom communications cable business.
Long-lived assets of discontinued operations decreased $24.3 million during the
first nine months of 2005 due to the disposition of BCC-Phoenix,
Raydex-Skelmersdale, Montrose and Admiral land and buildings.
-48-
CAPITAL STRUCTURE
SEPTEMBER 30, 2005 December 31, 2004
AMOUNT PERCENT Amount Percent
-------- ------- ---------- -------
(in thousands, except % data)
Current maturities of long-term debt $ 59,052 5.9% $ 15,702 1.5%
Long-term debt 172,052 17.2% 232,823 22.0%
-------- ----- ---------- -----
Total debt 231,104 23.1% 248,525 23.5%
Stockholders' equity 768,217 76.9% 810,000 76.5%
-------- ----- ---------- -----
$999,321 100.0% $1,058,525 100.0%
======== ===== ========== =====
The Company's capital structure consists primarily of current maturities of
long-term debt, long-term debt and stockholders' equity. The capital structure
decreased $59.2 million during the first nine months of 2005 because of a $17.4
million decrease in total debt resulting primarily from the payment of 6.92%
medium-term notes in the amount of $15.0 million in the third quarter of 2005
and principal payments on mortgage borrowings in Europe and a $41.8 million
decrease in stockholders' equity primarily because of unfavorable foreign
currency translation and the Company's common stock repurchases.
In 1997, the Company completed a private placement of $75.0 million of unsecured
medium-term notes. The notes bear interest at 6.92% and mature in $15.0 million
annual increments in August 2005 through August 2009. The Company repaid the
first $15.0 million annual increment of the 1997 placement in August 2005. In
1999, the Company completed a private placement of $44.0 and $17.0 million in
unsecured debt. The notes bear interest at the contractual rates of 7.74% and
7.95%, respectively, and mature in September 2006 and September 2009,
respectively. The agreements for these notes contain various customary
affirmative and negative covenants and other provisions, including restrictions
on the incurrence of debt, maintenance of a maximum leverage ratio and minimum
net worth. The Company was in compliance with these covenants at both September
30, 2005 and the filing date of this Quarterly Report on Form 10-Q.
At September 30, 2005, the Company had outstanding $110.0 million of unsecured
subordinated debentures. The debentures are convertible into shares of common
stock, at a conversion price of $17.859 per share (reduced from $18.069 per
share in prior quarters due to the payment of dividends), upon the occurrence of
certain events. The conversion price is subject to adjustment in certain
circumstances. Holders may surrender their debentures for conversion into shares
of common stock upon satisfaction of any of the conditions listed in Note 13,
Long-Term Debt and Other Borrowing Arrangements, to the Consolidated Financial
Statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 2004.
At September 30, 2005, one of these conditions--the closing sale price of the
Company's common stock must be at least 110% of the conversion price for a
minimum of 20 days in the 30 trading-day period prior to surrender--had been
satisfied. At November 1, 2005, none of these conditions had been satisfied. As
of November 1, 2005, no holders of the debentures have surrendered their
debentures for conversion into shares of the Company's common stock.
-49-
Interest of 4.0% is payable semiannually in arrears, on January 15 and July 15.
The debentures mature on July 15, 2023, if not previously redeemed. The Company
may redeem some or all of the debentures on or after July 21, 2008, at a price
equal to 100% of the principal amount of the debentures plus accrued and unpaid
interest up to the redemption date. Holders may require the Company to purchase
all or part of their debentures on July 15, 2008, July 15, 2013, or July 15,
2018, at a price equal to 100% of the principal amount of the debentures plus
accrued and unpaid interest up to the redemption date, in which case the
purchase price may be paid in cash, shares of the Company's common stock or a
combination of cash and the Company's common stock, at the Company's option.
The Company entered into a credit agreement with a group of six banks on October
9, 2003 (the CREDIT AGREEMENT). The Credit Agreement provides for a secured,
variable-rate and revolving credit facility not to exceed $75.0 million expiring
in September 2006. In general, a portion of the Company's assets in the United
States, other than real property, secures any borrowing under the Credit
Agreement. The amount of any such borrowing is subject to a borrowing base
comprised of a portion of the Company's receivables and inventories located in
the United States. A fixed charge coverage ratio covenant becomes applicable if
the sum of the Company's excess borrowing availability and unrestricted cash
falls below $25.0 million. There were no outstanding borrowings at September 30,
2005 under the Credit Agreement. The Company had $26.7 million in borrowing
capacity available at September 30, 2005.
At September 30, 2005, the Company had unsecured, uncommitted arrangements with
nine banks under which it could borrow up to $5.2 million at prevailing interest
rates. There were no outstanding borrowings under these arrangements at
September 30, 2005.
Borrowings have the following scheduled maturities.
Payments Due by Period
Less than 1 1-3 3-5 After
September 30, 2005 Total year years years 5 years
- ----------------------------------- -------- ----------- ------- -------- --------
(in thousands)
Series 1997 medium-term notes $ 60,000 $15,000 $30,000 $ 15,000 $ --
Series 1999B medium-term notes 44,000 44,000 -- -- --
Series 1999C medium-term notes 17,000 -- -- 17,000 --
Convertible subordinated debentures 110,000 -- -- -- 110,000
Other borrowings 104 52 52 -- --
-------- ------- ------- - ------ --------
$231,104 $59,052 $30,052 $ 32,000 $110,000
======== ======= ======= = ====== ========
The Company had the following commercial commitments outstanding at September
30, 2005:
Amount of Commitment Expiration Per Period
Less than 1 1-3 3-5 After
September 30, 2005 Total year years years 5 years
- ---------------------------- -------- ----------- ----- ----- -------
(in thousands)
Available lines of credit $ 26,663 $ 26,663 $ -- $ -- $ --
Standby letters of credit 10,227 10,227 -- -- --
Guarantees 5,362 5,362 -- -- --
Surety bonds 4,553 4,553 -- -- --
-------- -------- ----- ----- ------
Total commercial commitments $ 46,805 $ 46,805 $ -- $ -- $ --
======== ======== ===== ===== ======
-50-
Accumulated other comprehensive income decreased by $26.6 million from $27.9
million at December 31, 2004 to $1.3 million at September 30, 2005 primarily
because of the negative effect of currency exchange rates on financial statement
translation. Treasury stock increased by $52.2 million because of shares
purchased in the second and third quarters of 2005 under the current share
repurchase program and the forfeiture of stock by Incentive Plans participants
in lieu of cash payment of individual tax liabilities related to share-based
compensation. Additional paid-in capital increased by $4.0 million primarily as
the result of stock option exercises. Retained earnings increased $31.2 million
primarily because of net income of $37.9 million and a $0.3 million increase
related to the Merger partially offset by dividends of $7.0 million. Unearned
deferred compensation decreased $1.8 million because of current year
amortization of restricted stock grants.
OFF-BALANCE SHEET ARRANGEMENTS
The Company was not a party to any of the following types of off-balance sheet
arrangements at September 30, 2005:
- 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; or
- 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.
-51-
IMPACT OF NEWLY ISSUED ACCOUNTING STANDARDS
In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123(R), Share-Based Payments, which replaces SFAS No. 123, Accounting for
Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees. SFAS No. 123(R) requires compensation costs relating
to share-based payment transactions be calculated using the fair value method
presented in SFAS No. 123 and recognized in the Consolidated Financial
Statements. The pro forma disclosure previously permitted under SFAS No. 123
will no longer be an acceptable alternative to recognition of expenses in the
Consolidated Financial Statements. The Company currently measures compensation
costs related to share-based payments using the intrinsic value method under APB
No. 25, as allowed by SFAS No. 123, and provides disclosure in the section
entitled "Share-Based Payments" of Note 2, Summary of Significant Accounting
Policies, to the Consolidated Financial Statements as to the effect on operating
results of calculating its stock compensation using the fair value method
presented in SFAS No. 123. The Company is required to adopt SFAS No. 123(R)
starting in 2006. The Company expects that the adoption of SFAS No. 123(R) will
have an adverse impact on its net income and income per share. The Company is
currently in the process of evaluating the extent of such impact.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires the
Company to make judgments, assumptions and estimates that affect the amounts
reported in its Consolidated Financial Statements and accompanying notes. The
Company considers the accounting policies described in Critical Accounting
Policies within Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations, of its Annual Report on Form 10-K for the
year ended December 31, 2004 to be its most critical accounting policies. An
accounting policy is deemed to be critical if it requires an accounting estimate
to be made based on assumptions about matters that are highly uncertain at the
time the estimate is made, and if different estimates that reasonably could have
been used, or changes in the accounting estimates that are reasonably likely to
occur periodically, could materially impact the Consolidated Financial
Statements. The Company bases its estimates on historical experience or various
assumptions that are believed to be reasonable under the circumstances, and the
results form the basis for making judgments about the reported values of assets,
liabilities, revenues and expenses. The Company believes these judgments have
been materially accurate in the past and the basis for these judgments should
not change significantly in the future. The Company's senior management has
discussed the development, selection and disclosure of these estimates with the
Audit Committee of the Company's Board of Directors. Actual results may differ
materially from these estimates under different assumptions or conditions.
During the nine months ended September 30, 2005:
- 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
because of 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.
-52-
OUTLOOK
The Company anticipates further moderate improvement in the general economies of
both North America and Europe in 2005. The Company has announced additional
price increases taking effect during the fourth quarter of 2005 in most markets
and regions and for most products, and these price increases in aggregate are
expected to offset rising costs of copper and other materials. The Company
estimates that its 2005 revenues will increase between 6.0% and 9.0% compared
with Belden and CDT combined pro forma revenues for 2004 of $1.24 billion, as
presented in Note 3, Business Combinations, to the Company's Annual Report on
Form 10-K for the year ended December 31, 2004. Pro forma revenue is a financial
measure that is not prepared in accordance with accounting principles generally
accepted in the United States (GAAP). The Company provides information about pro
forma revenues because management believes it supplies meaningful additional
information about the Company's performance and its ability to service its
long-term debt and other fixed obligations and to fund continued growth. Pro
forma revenues should be considered in addition to, but not as a substitute for,
actual revenues recognized in accordance with GAAP.
The Company currently believes that company-wide cost-saving initiatives
launched in connection with the Merger in July 2004 will provide net savings of
approximately $25.0 million before tax in 2005 and reaching $35.0 million before
tax in 2006 compared with the level of cost incurred prior to the Merger, and
that actions to achieve such savings have been completed. These initiatives
include purchase cost savings that were primarily implemented in the second half
of 2004, plant closures that were announced in 2004 and have since been
completed, personnel reductions, and manufacturing realignments. Partially
offsetting these improvements will be higher information technology expenses,
which are included in the Company's estimate of net savings. Because of the
impact of recently executed plant closures, other cost savings and increased
utilization of its manufacturing capacity, the Company expects that operating
margins will improve.
A major communications customer in the United Kingdom, sales to which generated
2004 revenues of $94.6 million, requested bids from both the Company and several
other suppliers on a supply agreement currently awarded to the Company. The
Company has elected to exit the communications cable business in the United
Kingdom and is considering alternatives for its manufacturing operation in
Manchester, United Kingdom. The Company currently anticipates that it will
continue to manufacture product for sale to the customer no later than the
expiration of the current supply agreement in September 2006. Alternatives for
the Company include selling or closing the plant. Depreciation of assets related
to the United Kingdom communications cable business will be accelerated,
resulting in additional depreciation expense of approximately $2.0 million per
quarter. If the operation were to become classified as a discontinued operation,
the accelerated depreciation expense and other results of the operation would be
reported among discontinued operations. The Company recognized tangible asset
and goodwill impairment charges totaling $12.8 million and recognized severance
and other related benefits charges totaling $1.0 million during the third
quarter of 2005 as a result of this decision. The Company anticipates that it
will recognize additional severance and other related benefits charges in the
fourth quarter of 2005 and in 2006. Such charges would have a negative effect on
operating results and cash flow. The amount of such charges will be
significantly affected by the outcome of discussions with the customer.
In September 2005, the Company announced a program to restructure its European
manufacturing operations beginning in the fourth quarter of 2005. The Company
anticipates it will recognize severance and other related benefits charges as a
result of the program in the fourth quarter of 2005 and throughout 2006 of
approximately $11.5 million to $13.5 million. Such charges would have a negative
effect on operating results and cash flow.
-53-
The Company anticipates recognizing increased expenses for its pension plans
during 2005. The Company's expenses for these plans during 2004 were $9.7
million. The Company anticipates expenses for these plans of $11.6 million
during 2005. The increase in expense results primarily from full-year inclusion
of the Canadian plans acquired in the Merger and the continuing impact of
investment losses incurred from 2001 through 2003 on the calculation of plan
expenses.
The Company anticipates funding $23.2 million in pension contributions and $2.5
million in contributions for other postretirement benefit plans in 2005. The
Company anticipates it will have sufficient funds to satisfy these cash
requirements.
The Company anticipates that annual dividends in the aggregate of $.20 per
common share ($.05 per common share each quarter) will be paid to all common
stockholders.
The Company expects to recognize "sales incentive" compensation of up to $3.0
million in the fourth quarter of 2005 from a customer under a supply contract
should the customer fail to meet purchasing targets. With respect to the
customer's obligation for 2005, the Company received a $1.5 million prepayment
in 2002 per the terms of the contract, which is reflected in accrued
liabilities. The 2005 compensation could be reduced by the gross margin
generated from the customer's purchases of certain products from the Company
during 2005; however, there have been no such purchases to date. The supply
contract expires on December 31, 2005.
Management expects that the Company's effective tax rate for continuing
operations in 2005 will be 34.0%. Because of NOL carryforwards, the Company
anticipates that it will not make cash payments of United States income taxes
during 2005. Cash payments of income taxes will occur for some state and local
jurisdictions in the United States and some national jurisdictions outside the
United States.
The Company is engaged in an effort to liquidate its excess real estate in the
United States, Canada and Europe. The Company sold real estate during the first
nine months of 2005 for cash proceeds of approximately $33.6 million. In October
2005, the Company sold real estate for cash proceeds of approximately $2.1
million. As of November 1, 2005, the Company has real estate, the sale of which
it estimates will generate cash proceeds of approximately $4.3 million, either
under contract or listed for sale.
Depreciation and amortization for the year 2005 are expected to be approximately
$37.0 million. Capital expenditures during 2005 are expected to be approximately
$28.0 million.
The Company has incurred severance charges resulting from the discontinuation of
certain operations and with other actions intended to reduce costs. The amount
of the charges recognized but not funded as of September 30, 2005 is $10.4
million. Management expects that that all of these charges will be funded before
the end of 2006, which will have a negative effect on cash flow.
On May 23, 2005, the Board of Directors authorized the Company to repurchase up
to $125.0 million of common stock in the open market. From that date through
November 1, 2005, the Company repurchased approximately 3.8 million shares of
its common stock at an aggregate cost of $78.3 million. Management expects to
make additional purchases throughout the remainder of 2005. This will have a
negative effect on cash flow.
-54-
In connection with the Merger, the Company granted retention and integration
awards to certain employees. These awards consist of cash and restricted stock
and are payable in three installments. The first and second installments were
paid to the grantees in the third quarters of 2004 and 2005, respectively. The
third installment will be paid after the second anniversary date of the merger
(July 15, 2006) subject to certain conditions with respect to the grantees'
continued employment with the Company. The Company is accruing the expense for
the third installment monthly, having begun with August 2004 and expecting to
end with July 2006. Management anticipates that the amount of the expense will
be slightly less than $0.9 million annually. The cash expenditure in July 2005
was approximately $1.1 million. The cash expenditure in July 2006 is also
expected to be approximately $1.1 million.
The Company anticipates that revenues generated in the fourth quarter of 2005
will be consistent with those generated in the third quarter of 2005 and
operating margin generated in the fourth quarter of 2005 will range from 8.0% to
9.0% of revenues. This range excludes any further restructuring or severance
charges but includes the estimated $3.0 million of other operating income the
Company expects to generate through its sales incentive agreement with a
private-label customer in the fourth quarter of 2005.
In 2006, the Company anticipates that revenue will rise because of both sales
price increases designed to compensate for rising material costs and modest
growth of market volume. The Company anticipates that operating earnings in 2006
will benefit from the full-year impact of merger-related cost reductions and
will be helped further if there is a stabilization of raw material costs so that
the lag between material cost increases and sales price increases can be
narrowed. In addition to the improvements in operating margins that the Company
might achieve in 2006, the Company anticipates that income per share will
benefit from the impact of the share repurchase program. The Company also
expects to recognize depreciation expense of approximately $37.0 million,
purchase approximately $30.0 million of property, plant and equipment, and
achieve an effective annual tax rate of 34.0% in 2006.
FORWARD-LOOKING STATEMENTS
The statements set forth in this report 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.
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The Company's actual results may differ materially from such forward-looking
statements for the following reasons:
- Changing economic conditions in the United States, Europe and parts
of Asia (and the impact such conditions may have on the Company's
sales);
- The level of business spending in the United States, Canada, Europe,
and other markets on information technology and the building or
reconfiguring of network infrastructure;
- Increasing price, product and service competition from United States
and international competitors, including new entrants;
- The creditworthiness of the Company's customers;
- 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 restructure the Company's operations;
- The ability to transfer production among the Company's facilities;
- The Company's abilities to integrate the operations of Belden and
CDT and to achieve the expected synergies and cost savings;
- 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 (specifically, costs for copper,
Teflon FEP(R) and commodities derived from petroleum and natural
gas) and availability;
- changes in foreign currency exchange rates;
- The pricing of the Company's products (including the Company's
ability to adjust product pricing in a timely manner in response to
raw material cost volatility);
- The success of implementing cost-saving programs and initiatives;
- Reliance on large distributor customers and the reliance of the
Networking segment on sales to large telecommunications customers in
Europe;
- The threat of war and terrorist activities;
- General industry and market conditions and growth rates; and
- Other factors noted in this report and other Securities Exchange Act
of 1934 filings of the Company.
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. Item 7A, Quantitative and Qualitative
Disclosures About Market Risks, of the Company's Annual Report on Form 10-K for
the year ended December 31, 2004 provides more information as to the types of
practices and instruments used to manage risk. There was no material change in
the Company's exposure to market risks since December 31, 2004.
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ITEM 4: 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). 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.
During the third quarter of 2005, the Company implemented an integrated
accounting and manufacturing system at certain business units as part of a
continuing integration of Belden and CDT operations. The system implemented has
been in use at certain legacy Belden business units for several years. The
Company believes the utilization of this system at other business units will
provide more timely and accurate financial reporting, reduce manual processes
and improve operational effectiveness.
As described in the Company's Annual Report on Form 10-K for the year ended
December 31, 2004, the business operations of CDT acquired in 2004 were excluded
from the Company's evaluation of the effectiveness of the Company's internal
control over financial reporting as of December 31, 2004.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings and administrative actions
that are incidental to its operations. These proceedings include personal injury
cases (about 145 of which the Company was aware at November 3, 2005) in which
the Company is one of many defendants, 63 of which are scheduled for trial
during 2005 and 2006.
Electricians have filed a majority of these cases, primarily in New Jersey and
Pennsylvania. Plaintiffs in these cases generally seek compensatory, special and
punitive damages. As of November 1, 2005, in 20 of these cases, plaintiffs
generally allege only damages in excess of some dollar amount (i.e., in one
case, not less than $15 thousand, in another case, in excess of $50 thousand and
in the other cases, in excess of $50 thousand in compensatory damages and $50
thousand in punitive damages). In 119 of these cases, plaintiffs generally do
not allege a specific damage demand. As to the other six cases, the plaintiffs
generally allege monetary damages for a specified amount, the largest amount
claimed being $15 million compensatory and $10 million punitive damages. In none
of these cases do plaintiffs allege claims for specific dollar amounts as to any
defendant. Based on the Company's experience in such litigation, the amounts
pleaded in the complaints are not typically meaningful as an indicator of the
Company's ultimate liability.
Typically in these cases, the claimant alleges injury from alleged exposure to
heat-resistant asbestos fiber, which was usually encapsulated or embedded and
lacquer-coated or covered by another material. Exposure to the fiber would have
occurred, if at all, while stripping (cutting) the wire or cable that had such
fiber. It is alleged by claimants that exposure to the fiber may result in
respiratory illness. Generally, stripping was done to repair or to attach a
connector to the wire or cable. Alleged predecessors of the Company had a small
number of products that contained the fiber, but ceased production of such
products more than fifteen years ago.
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Through November 3, 2005, the Company had been dismissed in approximately 148
similar cases without any going to trial, and with only two of these involving
any payment to the claimant. Some of these cases were dismissed without
prejudice primarily because the claimants could not show any injury, or could
not show that injury was caused from exposure to products of alleged
predecessors of the Company. Of the two cases involving a settlement, three of
the Company's insurers have paid the settlement amounts. The Company has
insurance that it believes should cover a significant portion of any defense,
settlement or judgment costs borne by the Company in these types of cases.
The Company vigorously defends these cases. As a separate matter, liability for
any such injury generally should be allocated among all defendants in such cases
in accordance with applicable law. In the opinion of the Company's management,
the proceedings and actions in which the Company is involved should not,
individually or in the aggregate, have a material adverse effect on the
Company's results of operations, cash flows or financial condition.
ITEM 2: ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of Approximate Dollar
Shares Purchased as Value of Shares that
Part of Publicly May Yet Be
Total Number of Average Price Paid Announced Plans or Purchased Under the
Period Shares Purchased per Share Programs (1) Plans or Programs
- ------------------ ---------------- ------------------ ------------------- --------------------
July 1, 2005
through
July 31, 2005 525,900 $20.98 525,900 $99,316,000
August 1, 2005
through
August 31, 2005 354,800 $21.40 354,800 $91,723,000
September 1, 2005
through
September 30, 2005 879,600 $20.89 879,600 $73,348,000
--------- ------ --------- -----------
Total 1,760,300 $21.02 1,760,300 $73,348,000
========= ====== ========= ===========
- ----------
(1) On May 23, 2005, the Board of Directors authorized the Company to repurchase
up to $125.0 million of common stock in the open market. The program was
announced via news release on May 23, 2005.
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ITEM 6: EXHIBITS
Exhibits
Exhibit 10.1 Belden CDT Inc. Retirement Saving Plan
Exhibit 10.2 Executive Employment Agreement dated September 26, 2005, between Belden CDT Inc.
and John Stroup (incorporated by reference to Exhibit 10.01 to the
Belden CDT Inc. Current Report on Form 8-K filed on September 27, 2005).
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.
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 CDT INC.
Date: November 9, 2005 By: /s/ John S. Stroup
-----------------------------
John S. Stroup
President and Chief Executive Officer
Date: November 9, 2005 By: /s/ Richard K. Reece
-----------------------------
Richard K. Reece
Vice President, Finance and
Chief Financial Officer
(Mr. Reece is also the Company's
Chief Accounting Officer)
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