<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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 October 29, 1999: 24,358,002 shares
================================================================================
Exhibit Index on Page 21 Page 1 of 22
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
1999 1998
- ----------------------------------------------------------------------------------------------------------------------
(Unaudited)
(in thousands)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,619 $ 3,291
Receivables 123,217 95,643
Inventories 107,715 89,633
Deferred income taxes 16,901 6,422
Net assets of discontinued operations - 24,029
Other 3,460 3,211
- ----------------------------------------------------------------------------------------------------------------------
Total current assets 252,912 222,229
Property, plant and equipment, less
accumulated depreciation 335,220 183,745
Intangibles, less accumulated amortization 84,797 87,698
Other assets 5,615 629
- ----------------------------------------------------------------------------------------------------------------------
$678,544 $494,301
======================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 88,371 $ 64,452
Income taxes payable 2,686 3,177
- ----------------------------------------------------------------------------------------------------------------------
Total current liabilities 91,057 67,629
Long-term debt 288,055 162,850
Postretirement benefits other than pensions 13,787 14,747
Deferred income taxes 33,581 14,159
Other long-term liabilities 16,509 15,249
Stockholders' equity:
Preferred stock - -
Common stock 262 262
Additional paid-in capital 48,132 48,482
Retained earnings 236,887 218,605
Treasury stock, at cost (37,901) (38,823)
Accumulated other comprehensive income (loss) (11,825) (8,859)
- ----------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 235,555 219,667
- ----------------------------------------------------------------------------------------------------------------------
$678,544 $494,301
======================================================================================================================
</TABLE>
See accompanying notes.
-2-
<PAGE> 3
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- -------------------------
1999 1998 1999 1998
- --------------------------------------------------------------------------------------------------------------------------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Revenues $234,419 $151,562 $560,268 $505,974
Cost of sales 185,213 118,594 436,456 376,392
- --------------------------------------------------------------------------------------------------------------------------
Gross profit 49,206 32,968 123,812 129,582
Selling, general and administrative expenses 24,907 21,542 69,849 64,294
Amortization of goodwill 541 453 1,531 1,338
Nonrecurring charges - 3,765 - 3,765
- --------------------------------------------------------------------------------------------------------------------------
Operating earnings 23,758 7,208 52,432 60,185
Interest expense 5,233 1,866 9,065 5,348
- --------------------------------------------------------------------------------------------------------------------------
Income from continuing operations before tax 18,525 5,342 43,367 54,837
Income taxes 6,994 2,070 16,371 21,249
- --------------------------------------------------------------------------------------------------------------------------
Income from continuing operations 11,531 3,272 26,996 33,588
Income/(loss) from discontinued business, net of tax
of $54 and tax benefit of $278 for the nine month
periods ended September 30, 1999 and 1998, respectively
and tax benefit of $473 for the three month period ended
September 30, 1998 - (747) 89 (440)
Estimated loss on disposal of discontinued business,
net of tax benefit of $3,123 - - (5,150) -
- --------------------------------------------------------------------------------------------------------------------------
Net income $ 11,531 $ 2,525 $ 21,935 $ 33,148
==========================================================================================================================
Basic earnings per share from continuing operations $ .47 $ .13 $ 1.11 $ 1.30
Basic earnings per share $ .47 $ .10 $ .90 $ 1.28
==========================================================================================================================
Diluted earnings per share from continuing operations $ .47 $ .13 $ 1.10 $ 1.29
Diluted earnings per share $ .47 $ .10 $ .90 $ 1.27
==========================================================================================================================
</TABLE>
See accompanying notes.
-3-
<PAGE> 4
CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------
1999 1998
- ---------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Income from continuing operations $ 26,996 $ 33,588
Adjustments to reconcile income from continuing operations
to net cash provided by operating activities:
Depreciation 17,571 12,503
Amortization 3,963 3,355
Deferred income taxes (1,794) 4,040
Changes in operating assets and liabilities(*):
Receivables (14,378) 21,130
Inventories (929) 5,619
Accounts payable and accrued liabilities 2,123 (19,241)
Income taxes payable 298 (5,865)
Other assets and liabilities, net (1,988) (1,321)
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 31,862 53,808
Cash flows from investing activities:
Capital expenditures (14,752) (26,049)
Cash paid for acquired businesses (180,956) (16,179)
Proceeds from sale of Cord Products Division 27,433 -
Proceeds from disposal of property 922 -
- --------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (167,353) (42,228)
Cash flows from financing activities:
Net borrowings under long-term credit facility and
credit agreements 3,057 26,916
Proceeds from private placement 125,000 -
Purchase of treasury stock - (38,250)
Exercise of stock options 572 781
Cash dividends paid (3,653) (3,874)
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) financing activities 124,976 (14,427)
Cash flows from discontinued operations:
Income (loss) from discontinued operations (5,061) (440)
Adjustments to reconcile income(loss) from discontinued
operations to net cash provided by (used for)
discontinued operations:
Depreciation and amortization 695 1,966
Loss on disposal and other non cash charges 8,273 -
Changes in operating assets and liabilities of discontinued
operations 5,308 1,536
Capital expenditures (416) (751)
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by discontinued operations 8,799 2,311
Effect of exchange rate changes on cash and cash equivalents 44 29
- --------------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents (1,672) (507)
Cash and cash equivalents, beginning of period 3,291 916
- --------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 1,619 $ 409
====================================================================================================================
</TABLE>
See accompanying notes.
(*) Net of the effects of exchange rate changes, acquired businesses, and
discontinued operations.
-4-
<PAGE> 5
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Common Stock Treasury Stock Other
------------------- Paid-In Retained -------------------- Comprehensive
(in thousands) Shares Amount Capital Earnings Shares Amount Income (Loss) Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 26,180 $ 262 $ 49,370 $189,163 (38) ($ 1,241) ($ 8,600) $228,954
Net Income 33,148 33,148
Foreign currency translation adjustments (481) (481)
--------
Comprehensive income 32,667
Issuance of common stock for:
Stock Options 24 (818) 69 1,599 781
Purchase of treasury stock (1,831) (38,250) (38,250)
Cash dividends ($.05 per share) (3,874) (3,874)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1998 26,204 $ 262 $ 48,552 $218,437 (1,800) ($ 37,892) ($ 9,081) $220,278
===================================================================================================================================
Balance at December 31, 1998 26,204 $ 262 $ 48,482 $218,605 (1,875) ($ 38,823) ($ 8,859) $219,667
Net Income 21,935 21,935
Foreign currency translation adjustments (2,966) (2,966)
--------
Comprehensive income 18,969
Issuance of common stock for:
Stock Options (350) 29 922 572
Cash dividends ($.05 per share) (3,653) (3,653)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1999 26,204 $ 262 $ 48,132 $236,887 (1,846) ($ 37,901) ($ 11,825) $235,555
===================================================================================================================================
</TABLE>
See accompanying notes
-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, 1998 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, 1998.
NOTE 2: SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for income taxes during the nine months of 1999 and 1998 amounted
to $13,342,000 and $23,497,000 respectively. Included in these amounts were
$9,300,000 and $9,000,000 paid to Cooper Industries, Inc. in the first nine
months of 1999 and 1998, 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 nine months of 1999
and 1998 amounted to $10,270,000 and $6,902,000, respectively.
NOTE 3: ACQUISITIONS
On June 28, 1999, the Company acquired all of the outstanding shares of Cable
Systems Holding Company ("Holdings") and its subsidiary Cable Systems
International Inc. ("CSI"). CSI manufactures copper cable products primarily for
telecommunications applications in the United States. The consideration paid in
connection with the transaction totaled $183,456,000 including $2,500,000 yet to
be paid into an escrow account. This amount includes payment of the outstanding
amounts owed by Holdings and CSI under a credit agreement and amounts owed to
holders of preferred stock of Holdings.
The acquisition was funded with a $125 million short-term bridge loan, as well
as funds available under existing credit arrangements. On September 9, 1999, the
Company completed a private placement of $125 million in unsecured debt. The
Private Placement was issued in tranches of $64 million, $44 million, and $17
million which will mature in five, seven, and ten years from closing with
interest rates of 7.60%, 7.74%, and 7.95%, respectively. The proceeds of the
Private Placement were used to pay off the borrowings under the short-term
bridge loan. The Note Purchase Agreement effecting the Private Placement
contains affirmative and negative covenants including a minimum net worth, and a
maximum ratio of debt to total capitalization.
The CSI acquisition was accounted for under the purchase method of accounting,
and its results are included in the Company's consolidated results since June
28, 1999. The purchase price allocation, when final, may differ from that
included in the Company's September 30, 1999 consolidated balance
-6-
<PAGE> 7
sheet. The Company's pro forma information assuming the acquisition had been
made at the beginning of each of the nine month periods presented is as follows:
<TABLE>
<CAPTION>
Nine months ended
September 30,
-------------------------------
(in thousands, except per share amounts) 1999 1998
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Revenues $690,573 $784,276
Cost of sales 558,047 610,498
- ----------------------------------------------------------------------------------------
Gross margin 132,526 173,778
Selling, general and administrative 85,639 93,297
- ----------------------------------------------------------------------------------------
Operating earnings 46,887 80,481
Interest expense 16,773 15,032
- ----------------------------------------------------------------------------------------
Income before income taxes 30,114 65,449
Income taxes 11,507 25,494
- ----------------------------------------------------------------------------------------
Net income 18,607 39,955
- ----------------------------------------------------------------------------------------
Basic earnings per share $ .76 $ 1.54
- ----------------------------------------------------------------------------------------
Diluted earnings per share $ .76 $ 1.53
- ----------------------------------------------------------------------------------------
</TABLE>
Pro forma adjustments include primarily the impact of increased debt, adjusted
values of assets, differing depreciation lives, redundant costs and certain
reclassifications. In addition, certain portions of CSI's business were not
acquired, including investments in affiliates, accounted for under the equity
method, and two consolidated subsidiaries. Consolidated revenues attributable to
the excluded consolidated entities were approximately $58.3 million for the year
ended December 31, 1998, $24.8 million for the six month period ended June 30,
1999, and $45.3 million for the nine month period ended September 30, 1998.
The unaudited pro forma results are provided for informational purposes only,
should not be construed to be indicative of the Company's results of operations
had the events described above been consummated on the date assumed and are not
intended to project the Company's results of operations for any future periods.
NOTE 4: INVENTORIES
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
1999 1998
- --------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Raw materials $ 24,394 $ 20,062
Work-in-process 20,835 12,714
Finished goods 69,047 63,353
Perishable tooling and supplies 5,673 4,226
- --------------------------------------------------------------------------------------------
Total 119,949 100,355
Allowances (primarily LIFO reserve) (12,234) (10,722)
- --------------------------------------------------------------------------------------------
Net inventories $ 107,715 $ 89,633
- --------------------------------------------------------------------------------------------
</TABLE>
-7-
<PAGE> 8
NOTE 5: PER SHARE INFORMATION
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- -----------------------
1999 1998 1999 1998
- --------------------------------------------------------------------------------------------------------------------------
Numerator: (in thousands, except per share data)
<S> <C> <C> <C> <C>
Income from continuing operations $11,531 $ 3,272 $26,996 $33,588
Net Income $11,531 $ 2,525 $21,935 $33,148
- --------------------------------------------------------------------------------------------------------------------------
Denominator:
Denominator for basic earnings per share - weighted
average shares 24,358 25,412 24,352 25,889
Effect of dilutive employee stock options 210 45 127 151
- --------------------------------------------------------------------------------------------------------------------------
Denominator for dilutive earnings per share - adjusted
weighted average shares 24,568 25,457 24,479 26,040
- --------------------------------------------------------------------------------------------------------------------------
Basic earnings per share from continuing operations $ .47 $ .13 $ 1.11 $ 1.30
Basic earnings per share $ .47 $ .10 $ .90 $ 1.28
- --------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share from continuing operations $ .47 $ .13 $ 1.10 $ 1.29
Diluted earnings per share $ .47 $ .10 $ .90 $ 1.27
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
On August 19, 1999 the Company declared a quarterly cash dividend of $.05 per
share payable on October 4, 1999.
NOTE 6: DISCONTINUED OPERATION
On May 7, 1999, the Company completed the sale of its Cord Products Division,
which had comprised the Cord Products segment. The operating results of the Cord
Products segment, including a first quarter provision for estimated losses on
the sale of $5.2 million net of tax, have been segregated from continuing
operations and reported separately in the consolidated income statement and the
remaining net assets have been classified within the current assets section of
the December 31, 1998 balance sheet as "Net assets of discontinued operations".
Summarized financial information for the discontinued operation is as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------------------
1999 1998
- --------------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Revenues $ 22,525 $ 45,034
Income/(loss) before tax $ 143 $ (718)
Income/(loss), net of income taxes $ 89 $ (440)
Loss on disposal of discontinued operations, net of
income taxes $ (5,150) $ -
</TABLE>
-8-
<PAGE> 9
Included in income before tax is an allocation of interest expense based on the
level of identifiable assets of the segment to total identifiable assets. These
allocated costs were $181,000 in the nine months ended September 30, 1999 and
$432,000 for the same period of 1998.
NOTE 7: INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION
The Company's operations are conducted within two business segments, the
Electronics segment and the Communications segment. The Electronics segment
designs, manufactures and markets wire and cable products primarily for the
electronics and electrical markets, including products used for the transmission
of data, audio, video and electrical signals. These products are sold primarily
through distributors. The Communications segment designs, manufactures, and
markets wire and cable primarily for the telecommunications market. The segment
includes products used for the transmission of voice and data. These products
are sold primarily to the regional bell operating companies (RBOC's) directly
and through distributors, and to other major communications companies.
As the Communications segment is a new segment consisting principally of a newly
acquired business (Holdings and CSI), no comparative information is presented
below. However, pro forma information is presented in note 3.
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1999
CORPORATE &
ELECTRONICS COMMUNICATIONS ELIMINATIONS CONSOLIDATED
- --------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
REVENUES $499,524 $63,598 $ (2,854) $560,268
INTERSEGMENT REVENUES 1,044 1,810 (2,854) -
OPERATING EARNINGS 54,215 1,832 (3,615) 52,432
INTEREST EXPENSE - - 9,065 9,065
INCOME FROM CONTINUING OPERATIONS, BEFORE
TAX 54,215 1,832 (12,680) 43,367
TOTAL ASSETS 439,220 234,133 5,211 678,544
<CAPTION>
Nine Months Ended September 30, 1998
Corporate &
Electronics Communications Eliminations Consolidated
- --------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Revenues $505,974 $ - $ - $505,974
Operating earnings 63,977 - (3,792) 60,185
Interest expense - - 5,348 5,348
Income from continuing operations, before
tax 63,977 - (9,140) 54,837
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, 1999
CORPORATE &
ELECTRONICS COMMUNICATIONS ELIMINATIONS CONSOLIDATED
- --------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
REVENUES $173,675 $63,598 $ (2,854) $234,419
INTERSEGMENT REVENUES 1,044 1,810 (2,854) -
OPERATING EARNINGS 23,016 1,832 (1,090) 23,758
INTEREST EXPENSE - - 5,233 5,233
INCOME FROM CONTINUING OPERATIONS, BEFORE
TAX 23,016 1,832 (6,323) 18,525
TOTAL ASSETS 439,220 234,133 5,211 678,544
</TABLE>
-9-
<PAGE> 10
<TABLE>
<CAPTION>
Three Months Ended September 30, 1998
Corporate &
Electronics Communications Eliminations Consolidated
- --------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
Revenues $151,562 $ - $ - $151,562
Operating earnings 9,350 - (2,142) 7,208
Interest expense - - 1,866 1,866
Income from continuing operations, before
tax 9,350 - (4,008) 5,324
</TABLE>
Geographic information
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------------------- ------------------------------------------------------
1999 1998 1999 1998
- ---------------------------------------------------------------------------------------------------------------------------------
PERCENT Percent PERCENT Percent
Country & Region OF of OF of
REVENUES REVENUES Revenues Revenues REVENUES REVENUES Revenues Revenues
- ---------------------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
US & Canada $182,178 78% $105,717 70% $403,155 72% $366,359 72%
Europe 30,961 13% 26,453 17% 98,135 17% 86,483 17%
Asia/Pacific 14,068 6% 12,608 8% 38,989 7% 32,741 7%
Latin America 5,285 2% 5,525 4% 14,648 3% 16,187 3%
Other 1,927 1% 1,259 1% 5,341 1% 4,204 1%
- ---------------------------------------------------------------------------------------------------------------------------------
Total $234,419 100% $151,562 100% $560,268 100% $505,974 100%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 8: SUBSEQUENT EVENTS
On October 26, 1999, the Company completed the previously announced purchase of
Dorfler Kabelwerk GmbH, located in Klosterneuburg, Austria and Duna Kabel Kft,
located in Budapest, Hungary, from Siemens AG. The transaction will be accounted
for under the purchase method of accounting; accordingly, the purchase price
will be allocated to the net assets acquired and to the extent there is an
unallocated excess amount of the purchase price, it will be allocated to
goodwill. These facilities manufacture a wide range of products including
multiconductor and coaxial networking products, audio/video, instrumentation and
control cables, and a full range of telephony products.
-10-
<PAGE> 11
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF CONTINUING
OPERATIONS AND FINANCIAL CONDITION
CHANGE IN REPORTED SERVED MARKETS
Effective with the third quarter of 1999, the Company has revised the reported
served markets for which revenues are publicly reported. This was done to
provide information which is more closely associated with underlying markets and
economic activities. The markets are Communications, Networking, Industrial, and
Entertainment & OEM. All prior period served market information presented has
been restated for comparative purposes. The following describes each of the
markets.
Communications Market
This market consists of (1)"Exchange Cable", also known as "PIC" or plastic
insulated cable, which is used to provide telephone and data circuits from the
central office (where switching equipment is located) or distribution cabinets
to neighborhoods or buildings (where circuits are required), (2) "Service
Distribution Wire", which extends the voice or data circuit from the exchange
cable to a business or home, and (3)"CATV", sometimes generically referred to as
"broadband", which provides high speed transmission of voice, data, and video.
Networking Market
This market consists of premise products, those used within the premises, for
the transmission of voice, data, video, or a combination of these products.
These products are generally utilized as the backbone of computer networks,
linking local area networks, workstations, equipment, and other peripheral
devices to each other or to telecommunications service wire. Constructions can
utilize twisted pair technology, coaxial, or fiber optics
Industrial Market
Included in this market are those products utilized in factory automation,
signal and control, industrial equipment, and instrumentation equipment. Many of
these products are designed to withstand harsh environment usage such as in
refineries or other natural resource manufacturing facilities, or require high
count repetitive motion such as in robotics or automated machinery.
Entertainment & OEM Market
This market consists primarily of Belden's broadcast products, which service the
professional broadcasters in television or radio studios, sports stadiums and
arenas, casinos, major sporting events, and the like. In addition to broadcast
products, this market also includes products servicing the OEM market such as
lead wire and connectorized cables, as well as deflection coil used in the
manufacture of televisions and computer monitors.
-11-
<PAGE> 12
RESULTS OF CONTINUING OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 1998
All amounts below have been presented excluding the discontinued operation
described in footnote 6 to the financial statements.
Revenues
Revenues from continuing operations for the three months ended September 30,
1999 were up 55% to $234.4 million compared with $151.6 million in the same
period last year. Included in the third quarter of 1999 is approximately $70.1
million of additional revenues compared to the third quarter of 1998 related to
the acquisitions of ABB Elektro-Isolierwerke GmbH (EIW), completed November 30,
1998, and CSI completed June 28, 1999. The following table shows the components
of the 55% increase in the Company's revenues for the three months ended
September 30, 1999 compared with 1998 in each of the Company's four served
markets.
<TABLE>
<CAPTION>
% Increase (Decrease)
% of Total In 1999 Revenues
Revenues Compared with 1998
-------- ------------------
<S> <C> <C>
Communications 32% 182%
Networking 21 45
Industrial 28 28
Entertainment & OEM 19 13
</TABLE>
Communications market revenues were up 182% due primarily to the acquisition of
CSI. Without the addition of CSI, revenues for the period would be down 3%.
Strong recent demand for the Company's CATV products servicing the direct
broadcast satellite ("DBS") market in the United States has partially offset
continued weakness in the European region.
Networking market revenues for the three months ended September 30, 1999 were up
45% compared to the same period of 1998. Growth before the impact of
acquisitions was 15% from the third quarter of 1998. This increase reflects
changing conditions including strong demand for the Company's products after
distributors completed a reduction in inventory levels by the second quarter of
1999, and recent stabilization of prices and certain price increases in response
to increased material costs.
Industrial market revenues were up 28% in the third quarter of 1999 over 1998.
Contributing to this increase was the impact of the acquisition of EIW. Without
the additional revenues from the acquisition of EIW, revenues would be up 14% in
the third quarter of 1999 compared to the third quarter of 1998. This increase
is primarily attributable to stabilized pricing for the Company's industrial
products caused, in part, by an increase in average copper prices of 4%,
increased demand for industrial products serving the natural resource sector
(due to recent increases in commodity prices and the mild recovery being
experienced in the Far East), and higher industrial revenues from Canada,
reflecting a shift from lower margin electrical products to higher margin
industrial instrumentation cable.
-12-
<PAGE> 13
Entertainment & OEM market revenues increased 13% in the third quarter of 1999
compared with 1998. Contributing to this increase was the impact of
acquisitions. Without the additional revenues from acquisitions, revenues would
be up 3%. The increase has been driven primarily by demand for stadium projects
as well as continued digital upgrading projects. The Company expects to continue
to benefit from the digital conversion of professional broadcasters due to its
well-positioned mix of audio/video products. Partially offsetting this increase
is lower demand for the TV monitor deflection coils manufactured in Europe. The
Company expects this softness for these products in Europe to continue at least
through the remainder of this year.
U.S. revenues, which represented approximately 74% of total revenues in the
third quarter of 1999, increased 79% from 1998 due primarily to the acquisition
of CSI. Internal U.S. growth before such acquisition was 15% in the third
quarter of 1999 versus the same period of 1998. A stabilization of prices,
completion in the reduction of distributor inventory levels by the second
quarter of 1999 and increased demand for the Company's networking and broadcast
products were the primary drivers of this increase. European revenues increased
17% in the third quarter of 1999 compared with 1998 due to the addition of EIW.
Without the addition of EIW, sales in Europe would be down 14%. This decrease is
due primarily to weakened demand for TV monitor deflection coils, the
unfavorable impact of changes in exchange rates and overall weakness across all
markets in the European region. Revenues into Canada decreased 2% in the third
quarter of 1999 compared with 1998. European and Canadian revenues represented
13% and 4% of total revenues, respectively, for the third quarter of 1999. Sales
to the Asia/Pacific region, which represented 6% of total revenues for the third
quarter of 1999, increased 12% in the third quarter of 1999 compared with 1998
as market stabilization in the region has driven increased demand for the
Company's products, especially networking and broadcast products. Sales into
export markets, including the Middle East and Latin America, were up 6%
primarily due to increased penetration into Middle Eastern markets.
Costs, Expenses and Earnings
The following table sets forth information regarding the components of earnings
from continuing operations for the three months ended September 30, 1999
compared with the same period in 1998.
<TABLE>
<CAPTION>
Three Months Ended
September 30, % Increase(Decrease)
-------------------------------------- 1999 Compared
1999 1998 With 1998
- -----------------------------------------------------------------------------------------------------------------
(in thousands, except % data)
<S> <C> <C> <C>
Gross profit $ 49,206 $ 32,968 49%
As a % of revenue 21.0% 21.8%
Operating earnings $ 23,758 $7,208 230%
As a % of revenue 10.1% 4.8%
Income from continuing operations, before
income taxes $ 18,525 $ 5,342 247%
As a % of revenue 7.9% 3.5%
Income from continuing operations $ 11,531 $3,272 252%
As a % of revenue 4.9% 2.2%
</TABLE>
-13-
<PAGE> 14
Gross profit for the third quarter of 1999 was up 49% from the third quarter of
1998. This increase was primarily a result of increased internal sales volumes
and the acquisitions of EIW in November 1998 and CSI in June 1999, partially
offset by lower average pricing in the industrial and networking markets, as
well as lower revenues in the European region. In addition, the Company incurred
additional overhead costs in the third quarter of 1999 as it was ramping up
production at its new facility in Lancaster County, South Carolina. By the end
of third quarter of 1999, these activities had been substantially completed. The
decrease in gross profit as a percent of revenues in 1999 was primarily
attributable to lower average pricing primarily in the industrial and networking
markets as well as the inclusion of currently less profitable EIW and CSI, which
have the effect of lowering the average gross profit percentage realized. These
decreases were partially offset by cost saving programs put into effect in the
fourth quarter of 1998, including certain headcount reductions, material cost
reduction programs and the consolidation of manufacturing into the new
lower-cost facility. The impact of these items, which the Company began to
realize during the first nine months of 1999, is expected to continue to
favorably impact gross profit as the savings are fully realized throughout the
remainder of this year.
Operating earnings and operating earnings as a percent of revenue increased
during the third quarter of 1999 compared to the third quarter of 1998 due to
higher gross profit. In addition, the impact of selling, general, and
administrative expense savings associated with the voluntary termination program
put in place in the third quarter of 1998, partially offset by additional
expenses from acquisitions, further contributed to the favorable growth in
operating earnings.
Income before income taxes increased due to higher operating earnings, partially
offset by higher interest costs associated with higher average debt levels and
effective interest rates. Average debt levels are higher primarily due to the
1998 stock buyback program under which 1.9 million shares were repurchased, as
well as the acquisition of EIW on November 30, 1998 and the acquisition of CSI
on June 28, 1999. Average debt during the third quarters of 1999 and 1998 was
$296 million and $148 million, respectively. The Company's average daily
interest rate for the third quarter of 1999 was 6.9% compared to 6.0% for the
same period in 1998.
The Company's effective tax rate was 37.8% and 38.8%, for the three months ended
June 30, 1999 and 1998, respectively.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 1998
All amounts below have been presented excluding the discontinued operation
described in footnote 6 to the financial statements.
Revenues
Revenues from continuing operations for the nine months ended September 30, 1999
were $560.3 million compared with $506.0 million in the same period last year,
an increase of 11%. Included in the first nine months of 1999 compared to 1998
is approximately $92.1 million of revenues related to the acquisitions of Olex
Communication Cable (Olex), completed February 28, 1998, EIW and CSI. The
following table shows the components of the 11% increase in the Company's
revenues for the first nine months of 1999 in each of the Company's four served
markets.
-14-
<PAGE> 15
<TABLE>
<CAPTION>
% Increase (Decrease)
% of Total in 1999 Revenues
Revenues Compared with 1998
-------- ------------------
<S> <C> <C>
Communications 22% 53%
Networking 22 (5)
Industrial 35 14
Entertainment & OEM 21 (5)
</TABLE>
Communications market revenues were up 53% due primarily to the acquisition of
CSI. Without the addition of CSI, revenues for the period would be down 8%.
Strong recent demand for the Company's CATV products servicing the DBS market in
the United States has offset continued weakness in the European region.
Networking market revenues for the nine months ended September 30, 1999 were
down 5% compared to the same period of 1998, a decline of 18% excluding the
impact of acquisitions. The decrease in revenues is primarily attributable to
three factors affecting the first two quarters of 1999. First, certain major
distributors reduced inventory levels in late 1998 and during the first part of
1999, dampening the Company's sales. Second, average pricing levels for most
networking products in the first nine months of 1999 were lower than the prior
year primarily due to increased competition. Third, copper costs were
approximately 9% lower in the first three quarters of 1999 from the first three
quarters of 1998 and contributed further to the negative pricing environment for
the Company's products. At the end of the third quarter, distributor inventories
appear to be at reasonable levels while end user demand for the Company's data
products continues to be strong. Pricing for networking products has stabilized
in the market and has in fact increased, primarily in response to increased
material costs as well as strong demand.
Industrial market revenues were up 14% in the first nine months of 1999 over
1998. Without the addition of revenues from acquisitions, revenues would be up
1% in the first nine months of 1999 compared to the same period in 1998. Lower
average copper costs for the period have kept pricing pressure on this market.
Increasing volumes and improved product mix have led to higher industrial
revenues in Canada, reflecting a shift from lower margin electrical products to
higher margin industrial instrumentation cable. While the industrial market has
been under pressure from lower commodity prices and weak capital spending for
most of the year, recent increased demand has been seen for the Company's
products in the North American markets.
Entertainment & OEM market revenues declined 5% in the first nine months of 1999
compared with 1998. The decline is due primarily to the impact of lower demand
and lower copper costs on TV monitor deflection coils manufactured in Europe.
The softness for these products in Europe is expected to continue at least
through the remainder of this year. Partially offsetting the revenue decline was
an increase in broadcast revenues of 3% in first nine months of 1999 from the
same period last year, primarily due to strength in the third quarter of 1999.
This strength has been driven by strong demand for stadium projects as well as
continued digital upgrading projects. The Company expects to continue to benefit
from the digital conversion of professional broadcasters due to its
well-positioned mix of audio/video products.
U.S. revenues, which represented approximately 67% of total revenues in the
first nine months of 1999, increased 11% from 1998 due primarily to the addition
of CSI. Without the addition of CSI, revenues in the U.S. would be down 7%. This
decrease is primarily due to lower average pricing and reductions of
-15-
<PAGE> 16
distributor inventories from the above normal levels in the prior year. European
revenues increased 14% in the first nine months of 1999 compared with 1998 due
to the addition of EIW. Without the addition of EIW, sales in Europe would be
down 18%. This decrease is due to weakening demand for TV monitor deflection
coils, the impact of lower copper prices, and overall weakness across all
markets in the European region. Canadian revenues are flat to the prior year as
lower average commodity prices and weak export demand for electrical products
has been offset by product mix shifts towards more profitable industrial
instrumentation cable. European and Canadian revenues represented 17% and 5% of
total revenues, respectively, for the first nine months of 1999. Sales to the
Asia/Pacific region, which represented 7% of revenues for the first nine months
of 1999 increased 19% in the first nine months of 1999 compared with 1998, due
partially to the additional revenues contributed from the February 28, 1998
acquisition of Olex, and a mild recovery being experienced in the region. Sales
into export markets, primarily Latin America, which represents about 4% of
revenues, were down 2%.
Costs, Expenses and Earnings
The following table sets forth information regarding the components of income
from continuing operations for the first nine months of 1999 compared with the
same period in 1998.
<TABLE>
<CAPTION>
Nine Months Ended
September 30, % Increase(Decrease)
--------------------------------- 1999 Compared
1999 1998 With 1998
- ----------------------------------------------------------------------------------------------------------------------
(in thousands, except % data)
<S> <C> <C> <C>
Gross profit $123,812 $129,582 (4.5)%
As a % of revenue 22.1% 25.6%
Operating earnings $52,432 $60,185 (12.9)%
As a % of revenue 9.4% 11.9%
Income from continuing operations before
income taxes $43,367 $54,837 (20.9)%
As a % of revenue 7.7% 10.8%
Income from continuing operations $26,996 $33,588 (19.6)%
As a % of revenue 4.8% 6.6%
</TABLE>
The decrease in the gross profit amount was due to lower pre-acquisition
revenues in the first nine months of the year and the impact of lower average
prices in excess of the pass-through of lower copper costs, mostly offset by the
addition of CSI on June 28, 1999. In addition, the Company incurred additional
overhead costs in the first nine months of 1999 versus 1998 as production was
transferred from two higher cost facilities into a new lower-cost facility in
Lancaster County, South Carolina. This transfer was completed during the second
quarter of 1999 and production continued to be ramped up during the third
quarter. The increase in production at this new facility created increased
training costs, scrap, and other efficiency costs as the start-up operation
takes hold. The decrease in gross profit as a percent of revenues in 1999 was
primarily attributable to the duplication of overhead, increased training and
efficiency costs, and the inclusion of currently less profitable acquired
businesses, Olex in February 1998, EIW in November 1998, and CSI in June 1999.
These decreases were partially offset by cost-saving programs put into effect in
the fourth quarter of 1998 including certain headcount reductions, material cost
reduction programs and the consolidation of manufacturing into the new
lower-cost facility. The impact of these items, which the Company began to
realize during the first nine months of
-16-
<PAGE> 17
1999, is expected to continue to favorably impact gross profit as the savings
are fully realized throughout the remainder of this year.
Operating earnings and operating earnings as a percent of revenue decreased
during the first nine months of 1999 compared to the first nine months of 1998
due primarily to lower gross profit and additional depreciation related to
computer system conversions completed earlier in 1998.
Income before income taxes decreased due to lower operating earnings and the
increase in interest costs, which was related to higher average debt levels.
Average debt levels are higher primarily due to the 1998 stock buyback program
under which 1.9 million shares were repurchased, as well as the acquisition of
EIW on November 30, 1998, and the acquisition of CSI on June 28, 1999. These
were partially offset by strong cash flows in the first nine months of 1999, as
well as the cash generated from the disposition of the Cord Products division.
Average debt during the first nine months of 1999 and 1998 was $205 million and
$141 million, respectively. The Company's average daily interest rate was 6.1%
for the first nine months of 1999 and 1998.
The Company's effective tax rate was 37.8% and 38.8% for the nine months ended
September 30, 1999 and 1998, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $200 million Credit Agreement with a group of six banks. The
Credit Agreement is unsecured and expires in November 2001. At September 30,
1999, the Company had $112 million available under the Credit Agreement. In
addition, as of September 30, 1999, the Company had unsecured, uncommitted
arrangements with four banks under which it may borrow up to $82 million at
prevailing interest rates. At September 30, 1999, the Company had $38 million
available under these arrangements. The Company also had privately placed debt
of $75 million outstanding at September 30, 1999 that will mature in 2009, in
addition to the private placement described below.
On September 9, 1999, the Company completed a private placement of $125 million
in unsecured debt. The private placement was issued in tranches of $64 million,
$44 million, and $17 million which will mature in five, seven, and ten years
from closing with interest rates of 7.60%, 7.74%, and 7.95%, respectively. The
proceeds of the private placement were used to pay off borrowings under a $125
million short-term bridge loan issued in connection with the acquisition of
Holdings. The Note Purchase Agreement effecting this private placement contains
affirmative and negative covenants including a minimum net worth, and a maximum
ratio of debt to total capitalization.
The Company expects that cash provided by operations and borrowings available
under its credit agreements will provide it with sufficient liquidity to meet
its operating needs and fund its normal dividends and anticipated capital
expenditures.
Working Capital
During the first nine months of 1999, operating working capital (defined as
receivables and inventories less payables and accrued liabilities, excluding the
effect of exchange rate changes and business combinations and dispositions)
decreased by $13 million. The change in operating working capital was primarily
due to higher receivables levels related to an increase in sales during the
third quarter.
-17-
<PAGE> 18
Capital Expenditures
For the first nine months of 1999, the Company made capital expenditures of
$14.8 million, primarily for modernization and enhancement of machinery and
equipment. The Company plans on spending approximately $27 million during all of
1999 on these and similar projects.
Restructuring Activities
In the third and fourth quarters of 1998, the Company recorded a nonrecurring
charge totaling $2.9 million ($1.8 million after tax) for salary continuation,
extended medical coverage and other miscellaneous employee benefits related to a
reduction of 35 salaried employees in the Electronics segment. All employees
were terminated prior to December 31, 1998. At September 30, 1999, $0.6 million
remained to be paid related to this charge.
YEAR 2000 READINESS
The Company recognizes the need to ensure its operations will not be adversely
impacted by Year 2000 software failures. Software failures due to processing
errors potentially arising from calculations using the Year 2000 date are a
known risk.
Primary Business Operating Systems
The Company has completed the implementation of an integrated business
information system at several operating units representing 97% of 1998 revenues
(excluding the recent acquisitions discussed below). The primary purpose was to
replace numerous old mainframe legacy systems with an integrated enterprise-wide
business system in an effort to streamline business processes, reduce
programming and maintenance efforts, and improve efficiencies throughout the
organization. The Company has incurred a total capitalized cost of approximately
$19 million relating to implementing the new system which is being amortized
over five years. Although implementing this new system was unrelated to specific
concerns over the Year 2000 issue, a benefit of this initiative is that the
resulting system is Year 2000 compliant.
Manufacturing and Other Systems
The Company is now in the process of inventorying, assessing, renovating and
testing as it relates to manufacturing systems, and other supplemental
information systems and applications necessary to achieve a Year 2000 date
conversion with no effect on customers or disruption to business operations. The
Company has completed substantially all of the inventory and assessment phases
of its plan, and is in the process of completing the renovation and testing
phases. Critical manufacturing systems include plant accounting and reporting,
planning, and process controls. Plant accounting and reporting as well as
planning were addressed as part of the integrated enterprise-wide business
system and are therefore largely compliant. Process control units have been
replaced over the last three years with Year 2000 compliant units in the normal
course of equipment upgrades. Non-compliant units represent less than 1% of the
units in production and are being replaced throughout 1999 as part of the normal
equipment upgrades or have been determined not to pose a risk to the
manufacturing process.
Recent Acquisitions
All significant business system Year 2000 related remediation efforts at CSI
have been completed. Testing efforts and remediation of ancillary systems
continue and are expected to be completed by the fourth quarter of 1999. CSI
expects to incur less than $500,000 for the remainder of 1999 on this effort.
Related to the acquisition of Duna/Dorfler as discussed in note 8, the Company
has received certain representations from the seller as to Year 2000 readiness.
The Company believes that there is no significant risk to the operating
performance of the Company from any non-compliance related to these operating
units.
-18-
<PAGE> 19
Third Party Readiness
The Company has initiated formal discussions with its key suppliers, customers
and financial institutions to determine the extent to which the Company is
vulnerable to third parties' failure to correct their own Year 2000 issues. For
virtually all products and services the Company has multiple suppliers. The
Company also has a diverse customer base with only one customer representing
more than 10% of revenue. While the Company continues to discuss readiness
issues with customers and suppliers, it has determined through its contingency
planning process that the Company has adequate distribution partners to service
the market for our products in the event that certain distributors are not
ready, and all significant single source suppliers have indicated they are
currently prepared. The Company will continue to monitor the status of its
customers' and suppliers' readiness to develop alternative contingency plans if
necessary. The Company will also consider strategic increases in its inventory
levels during the upcoming months.
Due in part to the reliance placed on customers, suppliers and financial
institutions, and their own susceptibility to Year 2000 issues, there can be no
assurances that the Company will not be exposed to significant unfavorable
operating results related to Year 2000 issues.
Conclusion
The total cost of compliance and its effect on the Company's future results of
operations are not expected to be significant due to the recent implementation
of the integrated business information system. The projects currently in process
are expected to be completed by the end of the fourth quarter of 1999.
Contingency plans will be reevaluated on an ongoing basis.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company recently completed a private placement of $125 million in long-term
debt at fixed rates as described above. This debt, as recorded on the balance
sheet at September 30, 1999, currently approximates its current fair market
value.
The Company's exposure to commodity price risk, primarily copper, has increased
due to the recent acquisition of Holdings. At September 30, 1999, the Company
had commitments to buy 13,625,000 lbs of copper at a price of $10,590,000 and a
fair value of $10,892,000.
FORWARD-LOOKING STATEMENTS
The statements set forth in this Form 10-Q, other than historical facts, are
forward-looking statements made in reliance upon the safe harbor of the Private
Securities Litigation Reform Act of 1995. Actual results could differ materially
from such forward-looking information for the reasons set forth below. The
economic downturn being experienced in the Asia/Pacific and European regions and
its negative impact on revenues and earnings; heightened competition from
domestic and foreign competitors, including new entrants; the success in
identifying, acquiring and integrating acquisitions, including but not limited
to cost saving and profit improvement initiatives at CSI; results from transfers
of production to new facilities; developments in technology; the threat of
displacement from competing technologies including wireless and fiber optic
technologies; acceptance of Belden's products; changes
-19-
<PAGE> 20
in raw material costs and availability; foreign currency rates; pricing of
Belden's products; changes in the global economy; the success of cost-saving
initiatives and programs and other specific factors discussed in the Company's
Form 10-K and other Securities and Exchange filings will have an impact on
Belden's actual results. The information contained herein represents
management's best judgement as of the date hereof based on information currently
available; however, the Company does not intend to update this information to
reflect developments of information obtained after the date hereof and disclaims
any legal obligation to do so.
-20-
<PAGE> 21
PART II OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27.1 Financial Data Schedule
(b) Form 8-K/A Filed September 2, 1999
-21-
<PAGE> 22
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: November 09, 1999 By: /s/ C. Baker Cunningham
-----------------------------
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer
Date: November 09, 1999 By: /s/ Paul M. Schlessman
---------------------------
Paul M. Schlessman
Vice President, Finance, Treasurer
and Chief Financial Officer
-22-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,619
<SECURITIES> 0
<RECEIVABLES> 129,501
<ALLOWANCES> 6,284
<INVENTORY> 107,715
<CURRENT-ASSETS> 252,912
<PP&E> 498,751
<DEPRECIATION> 163,531
<TOTAL-ASSETS> 678,544
<CURRENT-LIABILITIES> 91,057
<BONDS> 0
0
0
<COMMON> 262
<OTHER-SE> 235,293
<TOTAL-LIABILITY-AND-EQUITY> 678,544
<SALES> 560,268
<TOTAL-REVENUES> 560,268
<CGS> 436,456
<TOTAL-COSTS> 436,456
<OTHER-EXPENSES> 70,380
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,065
<INCOME-PRETAX> 43,367
<INCOME-TAX> 16,371
<INCOME-CONTINUING> 26,996
<DISCONTINUED> (5,061)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,935
<EPS-BASIC> 0.90
<EPS-DILUTED> 0.90
</TABLE>
