<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
Commission File Number 1-12280
BELDEN INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0412617
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7701 FORSYTH BOULEVARD, SUITE 800
ST. LOUIS, MISSOURI 63105
(Address of Principal Executive Offices and Zip Code)
(314) 854-8000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirement for the past 90 days.
Yes [X] No [ ]
Number of shares outstanding of the issuer's Common Stock, par value
$.01 per share, as of July 22, 1998: 25,831,085 shares
===============================================================================
Exhibit Index on Page 14 Page 1 of 15
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, December 31,
1998 1997
- --------------------------------------------------------------------------------------------------------
(Unaudited)
(in thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 539 $ 916
Receivables 125,555 120,761
Inventories 109,847 107,340
Deferred income taxes 5,395 5,186
Other 3,734 3,065
- --------------------------------------------------------------------------------------------------------
Total current assets 245,070 237,268
Property, plant and equipment, less
accumulated depreciation 170,093 151,933
Intangibles, less accumulated amortization 84,641 85,540
Other assets 461 388
- --------------------------------------------------------------------------------------------------------
$ 500,265 $ 475,129
========================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 64,057 $ 74,719
Income taxes payable 7,520 8,358
- --------------------------------------------------------------------------------------------------------
Total current liabilities 71,577 83,077
Long-term debt 138,319 124,047
Postretirement benefits other than pensions 15,384 16,026
Deferred income taxes 17,422 13,141
Other long-term liabilities 12,418 9,884
Stockholders' equity:
Preferred stock -- --
Common stock 262 262
Additional paid-in capital 48,753 49,370
Retained earnings 217,169 189,163
Treasury stock, at cost (10,563) (1,241)
Accumulated other comprehensive income (loss) (10,476) (8,600)
- --------------------------------------------------------------------------------------------------------
Total stockholders' equity 245,145 228,954
- --------------------------------------------------------------------------------------------------------
$ 500,265 $ 475,129
========================================================================================================
</TABLE>
See accompanying notes.
-2-
<PAGE> 3
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
1998 1997 1998 1997
- ------------------------------------------------------------------------------------------------------------------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Revenues $ 196,291 $ 192,597 $ 386,724 $ 368,571
Cost of sales 144,920 143,760 285,704 273,676
- ------------------------------------------------------------------------------------------------------------------
Gross profit 51,371 48,837 101,020 94,895
Selling, general and administrative expenses 24,135 22,694 46,314 43,812
Amortization of goodwill 482 500 952 941
- ------------------------------------------------------------------------------------------------------------------
Operating earnings 26,754 25,643 53,754 50,142
Interest expense 2,011 1,873 3,758 3,516
- ------------------------------------------------------------------------------------------------------------------
Income before income taxes 24,743 23,770 49,996 46,626
Income taxes 9,588 9,330 19,374 18,301
- ------------------------------------------------------------------------------------------------------------------
Net income $ 15,155 $ 14,440 $ 30,622 $ 28,325
==================================================================================================================
Basic earnings per share $ .58 $ .55 $ 1.17 $ 1.08
==================================================================================================================
Diluted earnings per share $ .58 $ .55 $ 1.16 $ 1.08
==================================================================================================================
</TABLE>
See accompanying notes.
-3-
<PAGE> 4
CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------
1998 1997
- ----------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 30,622 $ 28,325
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 9,277 8,633
Amortization 2,301 1,277
Deferred income taxes 4,441 1,072
Changes in operating assets and liabilities(*):
Receivables (3,490) (9,669)
Inventories 1,703 (7,742)
Accounts payable and accrued liabilities (14,981) 1,435
Income taxes payable (757) (18)
Other assets and liabilities, net 3,371 3,025
- ----------------------------------------------------------------------------------------------------
Net cash provided by operating activities 32,487 26,338
Cash flows from investing activities:
Capital expenditures (16,417) (11,885)
Cash paid for acquired businesses (16,179) (73,332)
Proceeds from sales of property, plant, and equipment -- 100
- ----------------------------------------------------------------------------------------------------
Net cash used for investing activities (32,596) (85,117)
Cash flows from financing activities:
Net borrowings under long-term credit facility and
credit agreements 12,303 67,899
Purchase of treasury stock (11,337) --
Exercise of stock options 1,398 619
Cash dividends paid (2,616) (2,621)
- ----------------------------------------------------------------------------------------------------
Net cash provided by financing activities (252) 65,897
Effect of exchange rate changes on cash and cash equivalents (16) (8)
- ----------------------------------------------------------------------------------------------------
Increase (Decrease) in cash and cash equivalents (377) 7,110
Cash and cash equivalents, beginning of period 916 1,795
- ----------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 539 $ 8,905
====================================================================================================
</TABLE>
See accompanying notes.
(*) Net of the effects of exchange rate changes and acquired business.
-4-
<PAGE> 5
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Other
Common Stock Additional Comprehensive
------------------ Paid-In Retained Treasury Stock --------------
(in thousands) Shares Amount Capital Earnings Shares Amount Income (Loss) Total
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 26,138 $ 261 $ 51,443 $ 133,739 (53) $ (1,276) $ (4,460) $ 179,707
Net Income 28,325 28,325
Foreign currency translation adjustments (2,457) (2,457)
----------
Comprehensive income 25,868
Issuance of common stock for:
Stock Options 0 (499) 51 1,236 737
Cash dividends ($.05 per share) (2,621) (2,621)
- --------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1997 26,138 $ 261 $ 50,944 $ 159,443 (2) $ (40) $ (6,917) $ 203,691
================================================================================================================================
Balance at December 31, 1997 26,180 $ 262 $ 49,370 $ 189,163 (38) $ (1,241) $ (8,600) $ 228,954
Net Income 30,622 30,622
Foreign currency translation adjustments (1,876) (1,876)
----------
Comprehensive income 28,746
Issuance of common stock for:
Stock Options 24 (617) 60 2,015 1,398
Purchase of treasury stock (360) (11,337) (11,337)
Cash dividends ($.05 per share) (2,616) (2,616)
- --------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1998 26,204 $ 262 $ 48,753 $ 217,169 (338) $ (10,563) $ (10,476) $ 245,145
================================================================================================================================
</TABLE>
-5-
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying Consolidated Financial Statements include Belden and all of its
subsidiaries. All significant intercompany accounts and transactions are
eliminated in consolidation. The financial information presented as of any date
other than December 31, 1997 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 and the footnotes required by generally accepted accounting
principles 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, 1997.
NOTE 2: ACQUISITIONS
On February 28, 1998, the Company purchased substantially all of the assets of
the Olex communication cable operations (Olex) of Pacific Dunlop Limited for
cash of approximately Australian $26 million (U.S. $16 million). The Company
financed the acquisition utilizing funds available under its existing credit
agreement. Olex designs, manufactures and markets metallic and fiber optic
cables serving primarily the computer networking and telephony industries.
Located near Melbourne, Australia, Olex had fiscal 1997 revenues of
approximately Australian $40 million (U.S. $27 million). The acquisition was
accounted for under the purchase method of accounting. Accordingly, the purchase
price was allocated to the net assets acquired based on their estimated fair
market value. The Company has not recorded any goodwill with respect to the
acquisition. Olex's operating results have been included in the Company's
consolidated results from March 1, 1998.
-6-
<PAGE> 7
NOTE 3: SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for income taxes during the first six months of 1998 and 1997
amounted to $17,375,000 and $17,423,000 respectively. Included in these amounts
were $6,000,000 and $5,800,000 paid to Cooper Industries, Inc. in the first six
months of 1998 and 1997, respectively, in accordance with a Tax Sharing and
Separation Agreement between Cooper and the Company, entered into in 1993 in
connection with the Company's initial public offering.
Total interest paid, net of amounts capitalized, during the first six months of
1998 and 1997 amounted to $3,482,000 and $3,141,000, respectively.
NOTE 4: INVENTORIES
<TABLE>
<CAPTION>
JUNE 30, December 31,
1998 1997
- -----------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Raw materials $ 22,894 $ 25,195
Work-in-process 15,593 16,203
Finished goods 81,672 75,794
Perishable tooling and supplies 4,316 4,365
- -----------------------------------------------------------------------------------
Total 124,475 121,557
Allowances (primarily LIFO reserves) (14,628) (14,217)
- -----------------------------------------------------------------------------------
Net inventories $ 109,847 $ 107,340
===================================================================================
</TABLE>
NOTE 5: PER SHARE INFORMATION
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- ------------------------
1998 1997 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------
Numerator: (in thousands, except per share data)
<S> <C> <C> <C> <C>
Net Income $ 15,155 $ 14,440 $ 30,622 $ 28,325
=============================================================================================================================
Denominator:
Denominator for basic earnings per share - weighted 26,101 26,130 26,128 26,128
average shares
Effect of dilutive employee stock options 186 208 204 217
- -----------------------------------------------------------------------------------------------------------------------------
Denominator for dilutive earnings per share - adjusted
weighted average shares 26,287 26,338 26,332 26,345
=============================================================================================================================
Basic earnings per share $ .58 $ .55 $ 1.17 $ 1.08
=============================================================================================================================
Diluted earnings per share $ .58 $ .55 $ 1.16 $ 1.08
=============================================================================================================================
</TABLE>
On May 7, 1998, the Company declared a quarterly cash dividend of $.05 per share
payable on July 2, 1998.
-7-
<PAGE> 8
NOTE 6: OTHER COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards (SFAS) 130, Reporting Comprehensive Income. SFAS 130 establishes new
rules for the reporting and display of comprehensive income and its components;
however, the adoption of this Statement has no impact on the Company's net
income or shareholders' equity. SFAS 130 requires foreign currency translation
adjustments, which prior to adoption were reported separately in shareholders'
equity, to be included in other comprehensive income. Prior year financial
statements have been reclassified to conform to the requirements of SFAS 130.
For the six months ended June 30, 1998 and 1997, total comprehensive income
amounted to $28.7 million and $25.9 million, respectively.
The Company has not recognized any tax benefits on its foreign currency
translation adjustment because their recognition does not effect the Company's
U.S. residual tax liability on its foreign subsidiaries unremitted earnings.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1998 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1997
Revenues
Revenues for the six months ended June 30, 1998 were $386.7 million compared
with $368.6 million in the same period last year, an increase of 5%. The
following table shows the components of the 5% increase in the Company's
revenues for the first six months of 1998 in each of the Company's four served
markets.
<TABLE>
<CAPTION>
% Increase (Decrease)
% of Total in 1998 Revenues
Revenues Compared with 1997
-------- ------------------
<S> <C> <C>
Computer 43% 29%
Audio/video 19 (13)
Industrial 19 1
Electrical 19 (11)
</TABLE>
-8-
<PAGE> 9
The increase in the computer market revenues was primarily due to the
acquisition of Olex Communications Cable and continued strong growth in the
computer networking and telephony markets. Revenues from computer networking
products increased over 50% in the first six months of 1998 compared with 1997.
While the Company expects this market to continue to expand, the rate of
increase may slow primarily due to tougher comparisons and increased
competition. Sales of the Company's computer interconnection products, which
link personal computers to discrete peripheral devices and mainframes to
terminals, were down slightly compared to the first six months of 1997.
The revenue decline in the audio/video market was primarily due to soft demand
for cable television (CATV) drop cable in both the United States and export
markets. This soft demand not only affected volume growth, but also negatively
impacted selling prices. The U.S. demand for CATV drop cable improved later in
the six month period; however, the export markets weakened further and are
expected to continue to be weak throughout the remainder of the year. Broadcast
revenues were down in the first six months of 1998, which was primarily
attributable to broadcasters' delayed spending related to indecision about
alternative digital formats. The decision on digital formats may not be made for
several months further delaying spending on upgrading from analog to digital
broadcasting.
Industrial market revenues grew 1% in the first six months of 1998 over 1997.
This increase is primarily due to increased demand for products in the U.S.
offset by a drop in Canadian and export demand as well as negative price
principally related to lower copper prices. Electrical market revenues declined
11% in the first six months of 1998 compared with 1997. The decline is primarily
due to lower prices, foreign currency translation and a decrease in demand for
power cords.
Average prices for the Company's products declined in the first six months of
1998 compared to 1997. The decline was primarily attributable to the pass
through of lower copper prices and increased competition partially offset by
price increases for computer networking cable due to strong demand and the pass
through of increases in the cost of Teflon, a major raw material in certain
cables.
The Company's supply of Teflon is constrained due to an industry wide shortage.
This shortage has resulted in increased costs for Teflon and a reduced
allocation from the Company's major supplier. If the shortage continues the
Company may have difficulty meeting the market demand for certain cables or
passing on increased costs. Conversely, if supply becomes plentiful there may be
more competitive pressures resulting in reduced pricing for the Company's
products which contain Teflon.
U.S. revenues, which represented approximately 70% of total revenues in the
first six months of 1998, increased 9% from 1997 due primarily to the strong
computer networking market. Sales to export markets during the first six months
of 1998 were $19 million, which represented an increase of 4% from 1997
including the contribution from the Olex acquisition. This increase was
attributable to strong sales in the Middle East and Latin America regions and
from the Olex acquisition, partially offset by a 46% decline in sales to the
Pacific Rim region. The decline in Pacific Rim revenues was attributable to the
difficult economic conditions facing those markets, which will likely result in
continued declines in demand for the Company's products. European revenues
decreased 3% in the first six months of 1998 compared with 1997, but were flat
in local currencies. Canadian revenues decreased 10% in the first six months of
1998 compared with 1997 due primarily to softer demand for industrial products.
European and Canadian revenues represented 16% and 5% of total revenues,
respectively, for the first six months of 1998.
-9-
<PAGE> 10
Costs, Expenses and Earnings
The following table sets forth information regarding the components of earnings
for the first six months of 1998 compared with the same period in 1997.
<TABLE>
<CAPTION>
Six Months Ended
June 30, % Increase
------------------------------- 1998 Compared
1998 1997 With 1997
- ---------------------------------------------------------------------------------------------------------
(in thousands, except % data)
<S> <C> <C> <C>
Gross profit $101,020 $94,895
As a % of revenue 26.1% 25.7% 6.5%
Operating earnings $53,754 $50,142
As a % of revenue 13.9% 13.6% 7.2%
Income before income taxes $49,996 $46,626
As a % of revenue 12.9% 12.7% 7.2%
Net income $30,622 $28,325
As a % of revenue 7.9% 7.7% 8.1%
</TABLE>
The increase in the gross profit amount was due to higher revenues and increased
profitability, partially offset by the impact of unfavorable foreign currency
exchange rates in Europe. The increase in gross profit as a percent of revenues
in 1998 was attributable to the impact of inventory price protection actions
taken in the first six months of 1997 which negatively effected prior year's
gross margin partially offset by the inclusion in 1998 of the currently less
profitable Olex acquisition, the impact of unfavorable foreign exchange rate
changes as well as the need to outsource production of certain computer
networking cable due to capacity constraints. The Company expects to continue
outsourcing production of certain networking cables until it can add sufficient
capacity to meet demand, which may not be until late 1998.
The Company reduced employment at Olex by approximately 25% since its
acquisition on March 1, 1998. The reduction in employment and other
restructuring actions were made to better adjust the size of this operation to
match the decline in business activity in the Pacific Rim region due to
difficult economic conditions facing those markets. These actions are expected
to improve the profitability of this operation, however the Company expects
Olex's results will continue to negatively impact gross profit as a percent of
revenues for the rest of 1998.
Operating earnings increased during the first six months of 1998 compared to the
first six months of 1997 due to greater gross profit. This increase was
partially offset by an increase in selling, general and administrative costs due
to the addition of Olex and an increase in depreciation expense related to the
capitalization of substantially completed information systems implementations.
Operating earnings as a percent of revenues for the first six months of 1998
increased from the same period in 1997 due to the increased gross margin
percentage. Selling, general and administrative costs as a percent of revenue
were flat at 11.9% in 1998 and 1997.
-10-
<PAGE> 11
Income before income taxes increased due to greater operating earnings. This
increase in operating earnings was partially offset by higher interest costs,
which was related to the higher average interest rates. Average debt during the
first six months of 1998 and 1997 was $138 million and $140 million,
respectively. The Company's average daily interest rate for the first six months
of 1998 was 6.2% compared to 5.4% for the same period in 1997.
The Company's effective tax rate was 38.8% and 39.3%, respectively, for the
first six months of 1998 and 1997. The decline in effective tax rate was
attributable to various tax planning strategies implemented by the Company.
THREE MONTHS ENDED JUNE 30, 1998 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1997
Revenues
Revenues for the three months ended June 30, 1998 were $196.3 million compared
with $192.6 million in the same period last year, an increase of 2%, which was
due to the acquisition of Olex. Revenues were flat over 1997 when excluding
revenues from Olex in the second quarter of 1998. The following table shows the
components of the 2% increase in the Company's second quarter 1998 revenues in
each of Belden's four served markets.
<TABLE>
<CAPTION>
% Increase (Decrease)
% of Total in 1998 Revenues
Revenues Compared with 1997
- ------------------------------------------------------------------------------------
<S> <C> <C>
Computer 45% 25%
Audio/video 18 (15)
Industrial 19 (2)
Electrical 18 (15)
</TABLE>
Factors affecting the revenues in the three months ended June 30, 1998 compared
with 1997, were essentially the same as those noted above in the comparison of
the six months ended June 30, 1998 and 1997. However, the computer market
revenues, while growing at 25% in the second quarter of 1998 versus 1997, was at
a lower growth rate than the first quarters rate of 32%. In addition, in the
second quarter, the decline in revenues in both audio/video and the electrical
markets accelerated as compared to the first quarter.
The slow down in the Company's rate of growth in the second quarter of 1998
compared with the first six months of 1998 is primarily due to weakness
experienced in many of its international markets, especially Asia/Pacific and
Canada. Market conditions in the U.S. generally remained healthy.
-11-
<PAGE> 12
Costs, Expenses and Earnings
The following table sets forth information regarding the components of earnings
for the second quarter of 1998 compared with the same period in 1997.
<TABLE>
<CAPTION>
Three Months Ended
June 30 % Increase
------------------------------------- 1998 Compared
1998 1997 With 1997
- -----------------------------------------------------------------------------------------------------------------
($ in thousands)
<S> <C> <C> <C>
Gross profit $51,371 $48,837 5.2%
As a % of revenue 26.2% 25.4%
Operating earnings $26,754 25,643 4.3%
As a % of revenue 13.6% 13.3%
Income before income taxes $24,743 $23,770 4.1%
As a % of revenue 12.6% 12.3%
Net income $15,155 $14,440 5.0%
As a % of revenue 7.7% 7.5%
</TABLE>
The increase in gross profit was primarily due to higher revenues and increased
profitability related to inventory price protection given to distributors in the
second quarter of 1997 which adversely effected prior year's gross profit. This
improvement in profitability was partially offset by the impact of the currently
less profitable Olex acquisition, as well as the outsourcing of certain
networking cables.
Operating earnings increased during the second quarter of 1998 compared with the
second quarter of 1997 due to greater gross profit. This increase was partially
offset by an increase in selling, general and administrative costs related to
the acquisition of Olex and an increase in depreciation expense related to the
capitalization of substantially completed information systems implementations.
Operating earnings as a percent of revenues increased in 1998 from 1997
primarily due to the $2 million in inventory price protection rebates issued to
distributors in 1997.
The increase in income before income taxes for the second quarter of 1998
compared to the same period in 1997 was due to greater operating earnings,
partially offset by higher interest costs. The increase in average interest
rates for 1998 caused the higher interest costs.
Average debt was $142 million during the second quarter of 1998 and 1997. The
Company's average daily interest rate for the second quarter of 1998 was 6.0%
compared to 5.6% in 1997.
The Company's effective tax rate was 38.8% and 39.3%, respectively for the three
months ended June 30, 1998 and 1997.
-12-
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $200 million Credit Agreement with a group of seven banks. The
Credit Agreement is unsecured and expires in November 2001. At June 30, 1998,
the Company had $185 million available under the Credit Agreement. In addition,
as of June 30, 1998, the Company had unsecured, uncommitted arrangements with
four banks under which it may borrow up to $90 million at prevailing interest
rates. At June 30, 1998, the Company had $42 million available under these
arrangements. The Company also had privately placed debt of $75 million
outstanding at June 30, 1998.
In June 1998, the Board approved a common stock buyback program authorizing the
Company to purchase up to $18 million of its stock on the open market.
Subsequent to June 30,1998, the Board approved an increase in the stock buyback
program, up to two million shares.
The Company expects that cash provided by operations and borrowings available
under the Credit Agreement will provide it with sufficient liquidity to meet its
operating needs and fund its normal dividends, anticipated capital expenditures
and stock repurchase activities.
Working Capital
During the first six months of 1998, operating working capital (defined as
receivables and inventories less payables and accrued liabilities, excluding the
effect of exchange rate changes and business combinations) increased $17
million. The increase was primarily due to higher receivables attributable to
greater revenues and a decrease in accounts payables and accrued liabilities
related to spending on restructuring accruals. Partially offsetting these
increases to operating working capital was a decline in inventory due to
management's focused efforts to improve inventory turns.
Capital Expenditures
For the first six months in 1998, the Company had capital expenditures of $16.4
million, primarily for modernization and enhancement of machinery and equipment,
the building of a new manufacturing facility in Lancaster County, South
Carolina, and the implementation of an integrated business information system.
The Company plans on spending approximately $35 million during 1998 on these and
similar projects.
Forward-Looking Statements
Certain statements in this Form 10-Q are forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These statements are subject
to various risks and uncertainties many of which are outside the control of the
Company. There can be no assurances that Belden's actual results will be
materially consistent with such forward looking information. The success in
integrating acquisitions, results from transfer of production to the new South
Carolina facility, developments in technology, economic conditions in
Asia/Pacific, acceptance of Belden's products, changes in raw material costs,
foreign currency rates, pricing of Belden's products, changes in the economy,
and the other specific factors discussed in the Company's Form 10-K and other
Securities and Exchange Commission filings will have an impact on Belden's
actual results. The information contained in this Form 10-Q represents the
Company's best judgment at the date of this report based on information
currently available. However, the Company does not intend to update this
information to reflect developments or information obtained after the date of
this report and disclaims any legal obligation to do so.
-13-
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 7, 1998, the Company held its regular Annual Meeting of Stockholders
("Meeting").
1. At the meeting, the shareholders elected for a three-year term, three
class II directors. Alan E. Riedel, Lorne D. Bain and Bernard G.Rethore
each were elected to a three-year term. Mr. Riedel has served as a
director since 1993; Mr. Bain has served as a director since 1993; and
Mr. Rethore has served as a director since February 1997. The voting
for each director was as follows:
<TABLE>
<CAPTION>
Shares Voted For Shares Withheld
<S> <C> <C>
Alan E. Riedel 22,844,463 185,459
Lorne D. Bain 22,851,686 178,236
Bernard G. Rethore 22,850,236 179,686
</TABLE>
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K PAGES
-------------
<S> <C>
Exhibit 27.1: Financial Data Schedule
</TABLE>
-14-
<PAGE> 15
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BELDEN INC.
Date: August 12, 1998 By: /s/ C. Baker Cunningham
--------------------------------------
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer
Date: August 12, 1998 By: /s/ Richard K. Reece
--------------------------------------
Richard K. Reece
Vice President, Finance,
Treasurer and Chief Financial Officer
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 539
<SECURITIES> 0
<RECEIVABLES> 127,308
<ALLOWANCES> 1,753
<INVENTORY> 109,847
<CURRENT-ASSETS> 245,070
<PP&E> 335,747
<DEPRECIATION> 165,654
<TOTAL-ASSETS> 500,265
<CURRENT-LIABILITIES> 71,577
<BONDS> 0
0
0
<COMMON> 262
<OTHER-SE> 244,883
<TOTAL-LIABILITY-AND-EQUITY> 500,265
<SALES> 386,724
<TOTAL-REVENUES> 386,724
<CGS> 285,704
<TOTAL-COSTS> 285,704
<OTHER-EXPENSES> 47,266
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,758
<INCOME-PRETAX> 49,996
<INCOME-TAX> 19,374
<INCOME-CONTINUING> 30,622
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,622
<EPS-PRIMARY> 1.17
<EPS-DILUTED> 1.16
</TABLE>
