Form 10-Q BELDEN INC. For: Jul 03
Tweet
Share
E-mail UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
FORM 10-Q
_________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 3, 2022
Commission File No. 001-12561
_________________________________________________
(Exact name of registrant as specified in its charter)
_________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(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 Act 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 ☑ No ☐.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||||||||
As of August 3, 2022, the Registrant had 43,524,764 outstanding shares of common stock.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| July 3, 2022 | December 31, 2021 | ||||||||||
| (In thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables, net | |||||||||||
| Inventories, net | |||||||||||
| Other current assets | |||||||||||
| Current assets of discontinued operations | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, less accumulated depreciation | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, less accumulated amortization | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-lived assets | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Current liabilities of discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Postretirement benefits | |||||||||||
| Deferred income taxes | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
| Common stock | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Treasury stock | ( | ( | |||||||||
| Total Belden stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total stockholders’ equity | |||||||||||
| $ | $ | ||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
-1-
BELDEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Research and development expenses | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of intangibles | ( | ( | ( | ( | |||||||||||||||||||
| Asset impairments | ( | ||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss on debt extinguishment | ( | ||||||||||||||||||||||
| Non-operating pension benefit | |||||||||||||||||||||||
| Income from continuing operations before taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Income from continuing operations | |||||||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | ( | ||||||||||||||||||||
| Loss on disposal of discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Net income attributable to Belden stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of common shares and equivalents: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Basic income (loss) per share attributable to Belden stockholders: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Disposal of discontinued operations | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Diluted income (loss) per share attributable to Belden stockholders: | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Disposal of discontinued operations | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income attributable to Belden | $ | $ | $ | $ | |||||||||||||||||||
| Common stock dividends declared per share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
-2-
BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
| Six Months Ended | |||||||||||
| July 3, 2022 | July 4, 2021 | ||||||||||
| (In thousands) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Loss on debt extinguishment | |||||||||||
| Share-based compensation | |||||||||||
| Asset impairments | |||||||||||
| Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals: | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities | ( | ||||||||||
| Income taxes | |||||||||||
| Other assets | ( | ( | |||||||||
| Other liabilities | ( | ( | |||||||||
| Net cash provided by (used for) operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from disposal of businesses, net of cash sold | |||||||||||
| Proceeds from disposal of tangible assets | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Cash used for acquisitions and investments, net of cash acquired | ( | ( | |||||||||
| Purchase of intangible assets | ( | ||||||||||
| Net cash provided by (used for) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Payments under borrowing arrangements | ( | ( | |||||||||
| Payments under share repurchase program | ( | ||||||||||
| Withholding tax payments for share-based payment awards | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Payments under financing lease obligations | ( | ( | |||||||||
| Debt issuance costs paid | ( | ||||||||||
| Proceeds from issuance of common stock | |||||||||||
| Net cash used for financing activities | ( | ( | |||||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
The Condensed Consolidated Cash Flow Statement includes the results of discontinued operations up to the disposal date, February 22, 2022.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
-3-
BELDEN INC.
CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS
(Unaudited)
| Belden Inc. Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional | Accumulated Other | Non-controlling | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Retained | Treasury Stock | Comprehensive | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Shares | Amount | Income (Loss) | Interests | Total | |||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 35,841 | — | — | — | 3 | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Retirement Savings Plan stock contributions | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, net of tax withholding forfeitures | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of restricted stock units into common stock, net of tax withholding forfeitures | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchase program | — | — | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at April 3, 2022 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuance | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Retirement Savings Plan stock contributions | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, net of tax withholding forfeitures | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of restricted stock units into common stock, net of tax withholding forfeitures | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchase program | — | — | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 3, 2022 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
-4-
| Belden Inc. Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional | Accumulated Other | Non-controlling | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In | Retained | Treasury Stock | Comprehensive | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Shares | Amount | Income (Loss) | Interests | Total | |||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of business with noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Retirement Savings Plan stock contributions | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, net of tax withholding forfeitures | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of restricted stock units into common stock, net of tax withholding forfeitures | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends $ | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at April 4, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Retirement Savings Plan stock contributions | — | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, net of tax withholding forfeitures | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of restricted stock units into common stock, net of tax withholding forfeitures | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 4, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
-5-
BELDEN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Summary of Significant Accounting Policies
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.
The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2021:
•Are prepared from the books and records without audit, and
•Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but
•Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.
These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2021 Annual Report on Form 10-K.
Fair Value Measurement
Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:
•Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
•Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and
•Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
As of and during the three and six months ended July 3, 2022 and July 4, 2021, we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 2 and Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 3) and for impairment testing (see Notes 4 and 11). We did not have any transfers between Level 1 and Level 2 fair value measurements during the six months ended July 3, 2022 and July 4, 2021.
-6-
Contingent Liabilities
We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable, the amounts of which are currently not material. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. Historically, these lawsuits have primarily involved claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a material adverse effect on our financial position, results of operations, or cash flow.
As of July 3, 2022, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $7.1 million, $5.2 million, and $3.8 million, respectively.
Revenue Recognition
We recognize revenue consistent with the principles as outlined in the following five step model: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) each performance obligation is satisfied. See Note 2.
Subsequent Events
We evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure.
Equity Method Investment
During the second quarter of 2022, we invested $20.0 million in Litmus Automation, Inc. (Litmus) for a noncontrolling ownership interest. Litmus provides the critical data connectivity needed to monitor, visualize, analyze, and integrate industrial data. We account for this investment using the equity method of accounting. The carrying value of our investment is included in Other Long-Lived Assets in the Condensed Consolidated Balance Sheets. The results of our investment in Litmus were not material to our consolidated financial statements for the three months ended July 3, 2022.
Noncontrolling Interest
We have a 51 % ownership percentage in a joint venture with Shanghai Hi-Tech Control System Co, Ltd (Hite). The purpose of the joint venture is to develop and provide certain Industrial Automation Solutions products and integrated solutions to customers in China. Belden and Hite are committed to fund $1.53 million and $1.47 million, respectively, to the joint venture in the future. The joint venture is determined to not have sufficient equity at risk; therefore, it is considered a variable interest entity. We have determined that Belden is the primary beneficiary of the joint venture, due to both our ownership percentage and our control over the activities of the joint venture that most significantly impact its economic performance based on the terms of the joint venture agreement with Hite. Because Belden is the primary beneficiary of the joint venture, we have consolidated the joint venture in our financial statements. The results of the joint venture attributable to Hite’s ownership are presented as net income attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations. The joint venture is not material to our consolidated financial statements as of or for the periods ended July 3, 2022 and July 4, 2021.
Note 2: Revenues
-7-
The following tables present our revenues disaggregated by major product category.
| Broadband & 5G | Industrial Automation | Smart Buildings | Total Revenues | |||||||||||||||||||||||
| Three Months Ended July 3, 2022 | (In thousands) | |||||||||||||||||||||||||
| Enterprise Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Industrial Automation Solutions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended July 4, 2021 | ||||||||||||||||||||||||||
| Enterprise Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Industrial Automation Solutions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended July 3, 2022 | ||||||||||||||||||||||||||
| Enterprise Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Industrial Automation Solutions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended July 4, 2021 | ||||||||||||||||||||||||||
| Enterprise Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Industrial Automation Solutions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
The following tables present our revenues disaggregated by geography, based on the location of the customer purchasing the product.
| Americas | EMEA | APAC | Total Revenues | |||||||||||||||||||||||
| Three Months Ended July 3, 2022 | (In thousands) | |||||||||||||||||||||||||
| Enterprise Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Industrial Automation Solutions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended July 4, 2021 | ||||||||||||||||||||||||||
| Enterprise Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Industrial Automation Solutions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended July 3, 2022 | ||||||||||||||||||||||||||
| Enterprise Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Industrial Automation Solutions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended July 4, 2021 | ||||||||||||||||||||||||||
| Enterprise Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Industrial Automation Solutions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
We generate revenues primarily by selling products that provide secure and reliable transmission of data, sound, and video for mission critical applications. We also generate revenues from providing support and professional services. We sell our products to distributors, end-users, installers, and directly to original equipment manufacturers. At times, we enter into arrangements that involve the delivery of multiple performance obligations. For these arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price and recognized when or as each performance obligation is satisfied.
-8-
Generally, we determine relative standalone selling price using the prices charged separately to a customers on a standalone basis. Most of our performance obligations related to the sale of products are satisfied at a point in time when control of the product is transferred based on the shipping terms of the arrangement. Typically, payments are due after control transfers, which is less than one year from satisfaction of the performance obligation.
The amount of consideration we receive and revenue we recognize varies due to rebates, returns, and price adjustments. We estimate the expected rebates, returns, and price adjustments based on an analysis of historical experience, anticipated sales demand, and trends in product pricing. We adjust our estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three and six months ended July 3, 2022 and July 4, 2021.
The following table presents estimated and accrued variable consideration:
| July 3, 2022 | December 31, 2021 | |||||||||||||
| (in thousands) | ||||||||||||||
| Accrued rebates included in accrued liabilities | $ | $ | ||||||||||||
| Accrued returns included in accrued liabilities | ||||||||||||||
| Price adjustments recognized against gross accounts receivable | ||||||||||||||
Depending on the terms of an arrangement, we may defer the recognition of some or all of the consideration received because we have to satisfy a future obligation. Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service. Consideration allocated to professional services is typically recognized when or as the services are performed depending on the terms of the arrangement. As of July 3, 2022, total deferred revenue was $26.8 million, and of this amount, $19.8 million is expected to be recognized within the next twelve months, and the remaining $7.0 million is long-term and is expected to be recognized over a period greater than twelve months. The following table presents deferred revenue activity during the three and six months ended July 3, 2022 and July 4, 2021, respectively:
| 2022 | 2021 | |||||||||||||
| (In thousands) | ||||||||||||||
| Beginning balance at January 1 | $ | $ | ||||||||||||
| New deferrals | ||||||||||||||
| Acquisitions | ||||||||||||||
| Revenue recognized | ( | ( | ||||||||||||
| Balance at the end of Q1 | ||||||||||||||
| New deferrals | ||||||||||||||
| Acquisitions | ( | |||||||||||||
| Revenue recognized | ( | ( | ||||||||||||
| Balance at the end of Q2 | $ | $ | ||||||||||||
Service-type warranties represent $8.2 million of the deferred revenue balance at July 3, 2022, and of this amount $3.7 million is expected to be recognized in the next twelve months, and the remaining $4.5 million is long-term and will be recognized over a period greater than twelve months.
As of July 3, 2022 and December 31, 2021, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets. We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. We did not have any capitalized sales commissions on our balance sheet as of July 3, 2022 and December 31, 2021.
-9-
The following table presents sales commissions that are recorded within selling, general and administrative expenses:
| Three Months Ended | Six Months ended | |||||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Sales commissions | $ | $ | $ | $ | ||||||||||||||||||||||
Note 3: Acquisitions
During the six months ended July 3, 2022, we completed three acquisitions. On January 17, 2022, we acquired macmon secure GmbH (Macmon) for $42.4 million, net of cash acquired. Macmon, based in Berlin, Germany, is a leading provider of products and services that secure network infrastructure in a variety of mission critical industries. On March 3, 2022, we acquired NetModule AG (NetModule) for $23.5 million, net of cash acquired. NetModule, based in Bern, Switzerland, is a leading provider of reliable, fast and secure wireless network infrastructures through advanced capabilities in 5G and WiFi6 technologies in a variety of mission critical industries with a strong focus on mass transit and intelligent traffic systems within the transportation vertical. On April 15, 2022, we acquired Communication Associates, Inc. (CAI) for $18.7 million, net of cash acquired. CAI is headquartered in Anniston, Alabama and designs, manufactures, and sells a range of plug-in radio frequency filters used in outside plant hybrid fiber-coax nodes. The results of operations of each acquisition have been included in our results of operations from their respective acquisition dates. The three acquisitions were not material to our consolidated results of operations. Macmon and NetModule are included in the Industrial Automation Solutions segment, and CAI is included in the Enterprise Solutions segment. All three acquisitions were funded with cash on hand. The following table summarizes the estimated, preliminary fair values of the assets acquired and liabilities assumed for all three acquisitions in total as of their respective acquisition dates (in thousands):
| Receivables | $ | |||||||
| Inventory | ||||||||
| Other current assets | ||||||||
| Property, plant and equipment | ||||||||
| Intangible assets | ||||||||
| Goodwill | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total assets acquired | $ | |||||||
| Accounts payable | $ | |||||||
| Accrued liabilities | ||||||||
| Long-term debt | ||||||||
| Deferred income taxes | ||||||||
| Long-term operating lease liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities assumed | $ | |||||||
| Net assets | $ | |||||||
The above purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of receivables, intangible assets, goodwill, deferred income taxes, and other assets and liabilities are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.
The preliminary fair value of acquired receivables is $6.5 million, which is equivalent to its gross contractual amount. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the preliminary fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations.
-10-
For purposes of the above allocation, we based our preliminary estimate of the fair values for intangible assets on valuation studies performed by a third party valuation firm. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets (Level 3 valuation). Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to the expansion of industrial automation and broadband & 5G product offerings in end-to-end solutions. Our tax basis in the acquired goodwill is zero . The intangible assets related to the three acquisitions consisted of the following:
| Fair Value | Amortization Period | |||||||||||||
| (In thousands) | (In years) | |||||||||||||
| Intangible assets subject to amortization: | ||||||||||||||
| Developed technologies | $ | |||||||||||||
| Customer relationships | ||||||||||||||
| Trademarks | ||||||||||||||
| Sales backlog | ||||||||||||||
| Non-compete agreements | ||||||||||||||
| Total intangible assets subject to amortization | $ | |||||||||||||
| Intangible assets not subject to amortization: | ||||||||||||||
| Goodwill | $ | n/a | ||||||||||||
| Total intangible assets not subject to amortization | $ | |||||||||||||
| Total intangible assets | $ | |||||||||||||
| Weighted average amortization period | ||||||||||||||
The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.
Opterna International Corp.
Note 4: Disposals
We classify assets and liabilities as held for sale (disposal group) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When we classify a disposal group as held for sale, we test for impairment. An impairment charge is recognized when the carrying value of the disposal group exceeds the estimated fair value, less costs to sell. We also cease depreciation and amortization for assets classified as held for sale.
During the first quarter of 2021, we committed to a plan to sell our oil and gas cable business in Brazil that met all of the criteria to classify the assets and liabilities of this business, formerly part of the Industrial Automation Solutions segment, as held for sale. At such time, the carrying value of the disposal group exceeded the fair value less costs to sell, which we determined based upon the expected sale price, by $3.4 million. Therefore, we recognized an impairment charge equal to this amount in the first quarter of 2021. The impairment charge was excluded from Segment EBITDA of our Industrial Automation Solutions segment. We completed the sale of our oil and gas cable business in Brazil during the second quarter of 2021 for $10.9 million, net of cash delivered with the business.
-11-
Note 5: Discontinued Operations
On February 22, 2022, we sold Tripwire for gross cash consideration of $350 million. The divestiture of Tripwire represents a strategic shift impacting our operations and financial results. As a result, the Tripwire disposal group, which was included in our Industrial Automation Solutions segment, is reported within discontinued operations. We recognized a loss on disposal of discontinued operations, net of tax of $4.6 million during the six months ended July 3, 2022. The following table summarizes the operating results of the Tripwire disposal group up to the February 22, 2022 disposal date:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | ( | ( | ( | ||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ||||||||||||||||||||
| Research and development expenses | ( | ( | ( | ||||||||||||||||||||
| Amortization of intangible assets | ( | ( | ( | ||||||||||||||||||||
| Loss before taxes | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
During the six months ended July 3, 2022, the Tripwire disposal group had capital expenditures of approximately $0.0 million and recognized share-based compensation expense of $0.2 million. During the three and six months ended July 4, 2021, the Tripwire disposal group had capital expenditures of approximately $1.6 million and $2.3 million, respectively, and recognized share-based compensation expense of $0.7 million and $1.4 million, respectively. The disposal group did not have any significant non-cash charges for investing activities during the three and six months ended July 3, 2022 and July 4, 2021. The following table provides the major classes of assets and liabilities of the disposal group as of December 31, 2021:
December 31, 2021 | |||||
| (In thousands) | |||||
| Assets: | |||||
| Cash and cash equivalents | $ | ||||
| Receivables, net | |||||
| Inventories, net | |||||
| Other current assets | |||||
| Property, plant and equipment, less accumulated depreciation | |||||
| Operating lease right-of-use assets | |||||
| Goodwill | |||||
| Intangible assets, less accumulated amortization | |||||
| Deferred income taxes | |||||
| Other long-lived assets | |||||
| Total assets of Tripwire disposal group | $ | ||||
| Liabilities: | |||||
| Accounts payable | $ | ||||
| Accrued liabilities | |||||
| Deferred income taxes | |||||
| Long-term operating lease liabilities | |||||
| Other long-term liabilities | |||||
| Total liabilities of Tripwire disposal group | $ | ||||
-12-
Note 6: Reportable Segments
We are organized around two global businesses: Enterprise Solutions and Industrial Automation Solutions. Each of the global businesses represents a reportable segment. In conjunction with the Tripwire divestiture during the first quarter of 2022, we changed the name of our former Industrial Solutions segment to Industrial Automation Solutions. The composition of the segment did not change as a result of this name change.
The key measures of segment profit or loss are Segment Revenues and Segment EBITDA. Segment Revenues represent non-affiliate revenues. Segment EBITDA excludes certain items, including depreciation expense; amortization of intangibles; asset impairment; severance, restructuring, and acquisition integration costs; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory to fair value; and other costs. We allocate corporate expenses to the segments for purposes of measuring Segment EBITDA. Corporate expenses are allocated on the basis of each segment’s relative EBITDA prior to the allocation.
-13-
| Enterprise Solutions | Industrial Automation Solutions | Total Segments | ||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| As of and for the three months ended July 3, 2022 | ||||||||||||||||||||
| Segment Revenues | $ | $ | $ | |||||||||||||||||
| Segment EBITDA | ||||||||||||||||||||
| Depreciation expense | ||||||||||||||||||||
| Amortization of intangibles | ||||||||||||||||||||
| Amortization of software development intangible assets | ||||||||||||||||||||
| Severance, restructuring, and acquisition integration costs | ||||||||||||||||||||
| Adjustments related to acquisitions and divestitures | ( | |||||||||||||||||||
| Segment assets | ||||||||||||||||||||
| As of and for the three months ended July 4, 2021 | ||||||||||||||||||||
| Segment Revenues | $ | $ | $ | |||||||||||||||||
| Segment EBITDA | ||||||||||||||||||||
| Depreciation expense | ||||||||||||||||||||
| Amortization of intangibles | ||||||||||||||||||||
| Amortization of software development intangible assets | ||||||||||||||||||||
| Severance, restructuring, and acquisition integration costs | ||||||||||||||||||||
| Adjustments related to acquisitions and divestitures | ( | |||||||||||||||||||
| Segment assets | ||||||||||||||||||||
| As of and for the six months ended July 3, 2022 | ||||||||||||||||||||
| Segment revenues | $ | $ | $ | |||||||||||||||||
| Segment EBITDA | ||||||||||||||||||||
| Depreciation expense | ||||||||||||||||||||
| Amortization of intangibles | ||||||||||||||||||||
| Amortization of software development intangible assets | ||||||||||||||||||||
| Severance, restructuring, and acquisition integration costs | ||||||||||||||||||||
| Adjustments related to acquisitions and divestitures | ( | |||||||||||||||||||
| Segment assets | ||||||||||||||||||||
| As of and for the six months ended July 4, 2021 | ||||||||||||||||||||
| Segment Revenues | $ | $ | $ | |||||||||||||||||
| Segment EBITDA | ||||||||||||||||||||
| Depreciation expense | ||||||||||||||||||||
| Amortization of intangibles | ||||||||||||||||||||
| Amortization of software development intangible assets | ||||||||||||||||||||
| Severance, restructuring, and acquisition integration costs | ||||||||||||||||||||
| Adjustments related to acquisitions and divestitures | ( | ( | ||||||||||||||||||
| Asset impairments | ||||||||||||||||||||
| Segment assets | ||||||||||||||||||||
-14-
The following table is a reconciliation of the total of the reportable segments’ Revenues and EBITDA to consolidated revenues and consolidated income from continuing operations before taxes, respectively.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Total segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Adjustments related to acquisitions | ( | ( | |||||||||||||||||||||
| Consolidated revenues | $ | $ | $ | $ | |||||||||||||||||||
| Total Segment EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation expense | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of intangibles | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of software development intangible assets | ( | ( | ( | ( | |||||||||||||||||||
| Severance, restructuring, and acquisition integration costs (1) | ( | ( | ( | ( | |||||||||||||||||||
| Adjustments related to acquisitions and divestitures (2) | ( | ( | ( | ||||||||||||||||||||
| Asset impairments (3) | ( | ||||||||||||||||||||||
| Eliminations | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated operating income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss on debt extinguishment | ( | ||||||||||||||||||||||
| Total non-operating pension benefit | |||||||||||||||||||||||
| Consolidated income from continuing operations before taxes | $ | $ | $ | $ | |||||||||||||||||||
(1) Severance, restructuring, and acquisition integration costs for the three and six months ended July 3, 2022 primarily related to our Manufacturing Footprint and Acquisition Integration programs. Costs for the three and six months ended July 4, 2021 primarily related to our Acquisition Integration and completed Cost Reduction programs. See Note 12.
(2) During the three and six months ended July 3, 2022, we recognized cost of sales of $1.1 0.5 1.2 million related to purchase accounting adjustments of acquired inventory to fair value, recognized $0.8 million for the purchase accounting effect of recording deferred revenue at fair value, and collected $0.1 million of previously written off receivables associated with the sale of Grass Valley. During the six months ended July 4, 2021, we reduced the Opterna earn-out liability by $5.8 million, recognized cost of sales of $2.0 million related to purchase accounting adjustments of acquired inventory to fair value, collected $1.4 million of previously written off receivables associated with the sale of Grass Valley, and recognized $0.8 million for the purchase accounting effect of recording deferred revenue at fair value.
(3) During the six months ended July 4, 2021, we recognized a $3.6 million impairment on assets held and used and a $3.4 million impairment on assets held for sale. See Note 11.
-15-
Note 7: Income (loss) per Share
The following table presents the basis for the income (loss) per share computations:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Income from continuing operations attributable to Belden stockholders | |||||||||||||||||||||||
| Add: Loss from discontinued operations, net of tax | ( | ( | ( | ||||||||||||||||||||
| Add: Loss on disposal of discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net income attributable to Belden stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding, basic | |||||||||||||||||||||||
| Effect of dilutive common stock equivalents | |||||||||||||||||||||||
| Weighted average shares outstanding, diluted | |||||||||||||||||||||||
For both the three and six months ended July 3, 2022, diluted weighted average shares outstanding exclude outstanding equity awards of 1.1 0.2 million and 0.3 million, respectively, because the related performance conditions have not been satisfied.
For both the three and six months ended July 4, 2021, diluted weighted average shares outstanding exclude outstanding equity awards of 1.3 0.4
For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent. Necessary conditions are not satisfied until the vesting date, at which time holders of our restricted stock units receive shares of our common stock.
For purposes of calculating diluted earnings per share, unvested restricted stock units are included to the extent that they are dilutive. In determining whether unvested restricted stock units are dilutive, each issuance of restricted stock units is considered separately.
Once a restricted stock unit has vested, it is included in the calculation of both basic and diluted weighted average shares outstanding.
Note 8: Credit Losses
-16-
Estimates are used to determine the allowance, which is based upon an assessment of anticipated payments as well as other information that is reasonably available. The following table presents the activity in the trade receivables allowance for doubtful accounts for our continuing operations for the three and six months ended July 3, 2022 and July 4, 2021, respectively:
| 2022 | 2021 | |||||||||||||
| (In thousands) | ||||||||||||||
| Beginning balance at January 1 | $ | $ | ||||||||||||
| Current period provision | ||||||||||||||
| Acquisitions | ||||||||||||||
| Write-offs | ( | ( | ||||||||||||
| Recoveries collected | ( | ( | ||||||||||||
| Fx impact | ( | ( | ||||||||||||
| Q1 ending balance | $ | $ | ||||||||||||
| Current period provision | ||||||||||||||
| Acquisitions | ( | |||||||||||||
| Write-offs | ( | |||||||||||||
| Recoveries collected | ( | ( | ||||||||||||
| Fx impact | ( | ( | ||||||||||||
| Q2 ending balance | $ | $ | ||||||||||||
Note 9: Inventories
The following table presents the major classes of inventories as of July 3, 2022 and December 31, 2021, respectively:
| July 3, 2022 | December 31, 2021 | ||||||||||
| (In thousands) | |||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Gross inventories | |||||||||||
| Excess and obsolete reserves | ( | ( | |||||||||
| Net inventories | $ | $ | |||||||||
Note 10: Leases
We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space; as well as vehicles and certain equipment. We make certain judgments in determining whether a contract contains a lease in accordance with ASU 2016-02. Our leases have remaining lease terms of less than 1 year to 17 years; some of which include extension and termination options for an additional 15 years or within 1 year, respectively. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably certain as of the commencement date of the lease. Our lease agreements do not contain any material residual value guarantees or material variable lease payments.
We have entered into various short-term operating leases with an initial term of twelve months or less. These leases are not recorded on our balance sheet, and for the three and six months ended July 3, 2022 and July 4, 2021, the rent expense for short-term leases was not material.
We have certain property and equipment lease contracts that may contain lease and non-lease components, and we have elected to utilize the practical expedient to account for these components together as a single combined lease component.
As the rate implicit in most of our leases is not readily determinable, we use the incremental borrowing rate to determine the present value of the lease payments, which is unique to each leased asset, and is based upon the term of the lease, commencement date of the lease, local currency of the leased asset, and the credit rating of the legal entity leasing the asset.
-17-
We are party to a lease guarantee, whereby Belden has covenanted the lease payments for one of Grass Valley's property leases through its 2035 expiration date. This lease guarantee was retained by Belden and not transferred to Black Dragon Capital as part of the sale of Grass Valley. Belden would be required to make lease payments only if the primary obligor, Black Dragon Capital, fails to make the payments. As of July 3, 2022, the lease had approximately $17.3 million of lease payments remaining. We have not recorded a liability associated with this guarantee.
The components of lease expense were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Finance lease cost | ||||||||||||||||||||||||||
| Amortization of right-of-use asset | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||||||||
| Total finance lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
Supplemental cash flow information related to leases was as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||||||||||||
Cash paid for finance leases was not material during the three and six months ended July 3, 2022 and July 4, 2021.
Supplemental balance sheet information related to leases was as follows:
| July 3, 2022 | December 31, 2021 | |||||||||||||
| (In thousands, except lease term and discount rate) | ||||||||||||||
| Operating leases: | ||||||||||||||
Total operating lease right-of-use assets | $ | $ | ||||||||||||
| $ | $ | |||||||||||||
| Long-term operating lease liabilities | ||||||||||||||
| Total operating lease liabilities | $ | $ | ||||||||||||
| Finance leases: | ||||||||||||||
| $ | $ | |||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Other long-lived assets, net | $ | $ | ||||||||||||
| Weighted Average Remaining Lease Term | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
| Weighted Average Discount Rate | ||||||||||||||
| Operating leases | % | % | ||||||||||||
| Finance leases | % | % | ||||||||||||
-18-
The following table summarizes maturities of lease liabilities as of July 3, 2022 and December 31, 2021, respectively:
| July 3, 2022 | December 31, 2021 | |||||||||||||
| (In thousands) | ||||||||||||||
| 2022 | $ | $ | ||||||||||||
| 2023 | ||||||||||||||
| 2024 | ||||||||||||||
| 2025 | ||||||||||||||
| 2026 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total | $ | $ | ||||||||||||
Note 11: Long-Lived Assets
Depreciation and Amortization Expense
We recognized depreciation expense in income from continuing operations of $11.4 million and $22.6 million in the three and six months ended July 3, 2022, respectively. We recognized depreciation expense in income from continuing operations of $10.7 million and $21.4 million in the three and six months ended July 4, 2021, respectively.
We recognized amortization expense in income from continuing operations of $10.2 million and $20.0 million in the three and six months ended July 3, 2022, respectively. We recognized amortization expense in income from continuing operations of $7.5 million and $15.9 million in the three and six months ended July 4, 2021, respectively.
Asset Impairment
During the six months ended July 4, 2021, we sold our oil and gas cable business in Brazil and recognized an impairment charge of $3.4 million. See Note 4.
Note 12: Severance, Restructuring, and Acquisition Integration Activities
Manufacturing Footprint Program
We are consolidating our manufacturing footprint in the Americas region. We recognized $4.0 million and $5.9 million of severance and other restructuring costs for this program during the three and six months ended July 3, 2022, respectively. The costs were incurred by both the Enterprise Solutions and Industrial Automation Solutions segments. We expect to incur approximately $5 million of incremental costs for this program in 2022.
Acquisition Integration Program
We are integrating our recent acquisitions with our existing businesses to achieve desired cost savings, which are primarily focused on consolidating existing and acquired facilities as well as other support functions. The Enterprise Solutions segment incurred $1.0 0.1 million and $3.1 million of restructuring and integration costs during the three and six months ended July 3, 2022, respectively, related to the Macmon, NetModule and OTN Systems acquisitions. We expect to incur approximately $5 million of incremental costs for this program in 2022. The Enterprise Solutions and Industrial Automation Solutions segments recognized $0.6 million and $2.4 million of severance and other restructuring and integration costs during the three and six months ended July 4, 2021, respectively related to the OTN Systems and Opterna acquisitions.
-19-
The restructuring and integration costs incurred during 2022 and 2021 primarily consisted of equipment transfer, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs. The majority of the restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days. Furthermore, there were no significant severance accrual balances as of July 3, 2022 or December 31, 2021.
The following table summarizes the severance and other restructuring and integration costs of the Acquisition Integration Program and Manufacturing Footprint Program described above by financial statement line item in the Condensed Consolidated Statement of Operations:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Note 13: Long-Term Debt and Other Borrowing Arrangements
The carrying values of our long-term debt were as follows:
| July 3, 2022 | December 31, 2021 | ||||||||||
| (In thousands) | |||||||||||
| Revolving credit agreement due 2026 | $ | $ | |||||||||
| Senior subordinated notes: | |||||||||||
| Total senior subordinated notes | |||||||||||
| Less unamortized debt issuance costs | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
Revolving Credit Agreement due 2026
On June 2, 2021, we entered into an amended and restated Revolving Credit Agreement that provides a $300.0 million multi-currency asset-based revolving credit facility (the Revolver). The maturity date of the Revolver is June 2, 2026. The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the United States, Canada, Germany, the United Kingdom and the Netherlands. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25 %-1.75 %, depending upon our leverage position. Outstanding borrowings in the U.S. and Canada may also, at our election, be priced on a base rate plus a spread that ranges from 0.25 % — 0.75 %, depending on our leverage position. We pay a commitment fee on the total commitments of 0.25 %. In the event that we borrow more than 90 % of our combined borrowing base or our borrowing base availability is less than $20.0 million, we are subject to a fixed charge coverage ratio covenant. We paid approximately $2.3 million of fees associated with the amended Revolver, which will be amortized over its term using the effective interest method. As of July 3, 2022, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $292.8 million.
Senior Subordinated Notes
We had outstanding €200.0 million aggregate principal amount of 4.125 % senior subordinated notes due 2026 (the 2026 Notes). During the six months ended July 3, 2022, we repurchased the full €200.0 million 2026 Notes outstanding for cash consideration of €204.1 million ($227.9 million), including a redemption premium, and recognized a $6.4 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.
-20-
We have outstanding €450.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of July 3, 2022 is $471.2 million. The 2027 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2027 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2028 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year.
We have outstanding €350.0 million aggregate principal amount of 3.875 % senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of July 3, 2022 is $366.5 million. The 2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2028 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2027 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year.
We have outstanding €300.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2031 (the 2031 Notes). The carrying value of the 2031 Notes as of July 3, 2022 is $314.2 million. The 2031 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2031 Notes rank equal in right of payment with our senior subordinated notes due 2028 and 2027 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year.
Fair Value of Long-Term Debt
Note 14: Net Investment Hedge
Note 15: Income Taxes
Note 16: Pension and Other Postretirement Obligations
-21-
| Pension Obligations | Other Postretirement Obligations | |||||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||
| Actuarial losses (gains) | ( | ( | ||||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
| Six Months Ended | ||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||
| Actuarial losses (gains) | ( | ( | ||||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
Note 17: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)
The following table summarizes total comprehensive income (losses):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation adjustments, net of tax | ( | ||||||||||||||||||||||
| Adjustments to pension and postretirement liability, net of tax | |||||||||||||||||||||||
| Total comprehensive income | |||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to Belden | $ | $ | $ | $ | |||||||||||||||||||
The tax impacts of the foreign currency translation adjustments and pension liability adjustments in the table above are not material.
The accumulated balances related to each component of other comprehensive income (loss), net of tax, are as follows:
| Foreign Currency Translation Component | Pension and Other Postretirement Benefit Plans | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Balance at December 31, 2021 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income attributable to Belden before reclassifications | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | ( | |||||||||||||||
| Net current period other comprehensive income attributable to Belden | |||||||||||||||||
| Balance at July 3, 2022 | $ | $ | ( | $ | ( | ||||||||||||
-22-
The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended July 3, 2022:
| Amount Reclassified from Accumulated Other Comprehensive Income (2) | Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income | ||||||||||
| (In thousands) | |||||||||||
| Amortization of pension and other postretirement benefit plan items: | |||||||||||
| Actuarial losses | $ | (1) | |||||||||
| Prior service cost | (1) | ||||||||||
| Total before tax | |||||||||||
| Tax benefit | ( | ||||||||||
| Total net of tax | $ | ||||||||||
(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 16).
(2) In addition, we reclassified $3.0 million of accumulated foreign currency translation gains associated with the sale of Tripwire.
Note 18: Share Repurchase
-23-
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Belden Inc. (the Company, us, we, or our) is a leading global supplier of network infrastructure solutions built around two global businesses - Enterprise Solutions and Industrial Automation Solutions. Our comprehensive portfolio of solutions enables customers to transmit and secure data, sound, and video for mission critical applications across complex enterprise and industrial environments.
We strive for operational excellence through the execution of our Belden Business System, which includes three areas of focus: Lean enterprise initiatives, our Market Delivery System, and our Talent Management System. Through operational excellence we generate free cash flow on an annual basis. We utilize the cash flow generated by our business to fuel our continued transformation and generate shareholder value. We believe our business system, balance across markets and geographies, systematic go-to-market approach, extensive portfolio of innovative solutions, commitment to Lean principles, and improving margins present a unique value proposition for shareholders.
We use a set of tools and processes that are designed to continuously improve business performance in the critical areas of quality, delivery, cost, and innovation. We consider revenue growth, Adjusted EBITDA margin, free cash flows, and return on invested capital to be our key operating performance indicators. We also seek to acquire businesses that we believe can help us achieve these objectives.
Trends and Events
The following trends and events during 2022 have had varying effects on our financial condition, results of operations, and cash flows.
Pandemic
On March 11, 2020, the World Health Organization (WHO) declared the outbreak of the novel coronavirus (COVID-19) a pandemic. Since the beginning of the pandemic, our foremost focus has been on the health and safety of our employees and customers. In response to the outbreak, to protect the health and safety of our employees, we modified practices at our manufacturing locations and offices to adhere to guidance from the WHO, the U.S. Centers for Disease Control and Prevention and other local health and governmental authorities with respect to social distancing, physical separation, personal protective equipment and sanitization. In light of variant mutations of the virus, even as vaccinations become more prevalent and more employees return to our offices, many of these safeguards will continue.
Our suppliers, distributors, and other partners have similarly had their operations disrupted, and in regions of the world where infection rates have remained high, human suffering and market disruptions have persisted. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by local or foreign governmental authorities, or that we determine are in the best interests of our employees and customers.
Foreign Currency
Our exposure to currency rate fluctuations primarily relates to exchange rate movements between the U.S. dollar and the euro, Canadian dollar, Hong Kong dollar, Chinese yuan, Mexican peso, Australian dollar, British pound, Indian rupee and Swiss franc. Generally, as the U.S. dollar strengthens against these foreign currencies, our revenues and earnings are negatively impacted as our foreign denominated revenues and earnings are translated into U.S. dollars at a lower rate. Conversely, as the U.S. dollar weakens against foreign currencies, our revenues and earnings are positively impacted. Approximately 44% of our consolidated revenues during the quarter ended July 3, 2022 were to customers outside of the U.S.
In addition to the translation impact described above, currency rate fluctuations have an economic impact on our financial results. As the U.S. dollar strengthens or weakens against foreign currencies, it results in a relative price increase or decrease for certain of our products that are priced in U.S. dollars in a foreign location.
-24-
Inflation
During periods of inflation, if we are unable to raise prices timely and sufficiently to recover our material costs, our earnings could decline. Furthermore, inflation may impact labor and other costs. We are mindful of ongoing inflationary pressures and as a result, proactively implement selling price increases and cost control measures.
Commodity Prices
Our operating results can be affected by changes in prices of commodities, primarily copper and compounds, which are components in some of the products we sell. Generally, as the costs of inventory purchases increase due to higher commodity prices, we raise selling prices to customers to cover the increase in costs, resulting in higher sales revenue but a lower gross profit percentage. Conversely, a decrease in commodity prices would result in lower sales revenue but a higher gross profit percentage. Selling prices of our products are affected by many factors, including end market demand, capacity utilization, overall economic conditions, and commodity prices. There is no exact measure of the effect of changing commodity prices, as there are thousands of transactions in any given quarter, each of which has various factors involved in the individual pricing decisions. Therefore, all references to the effect of copper prices or other commodity prices are estimates.
Channel Inventory
Our operating results also can be affected by the levels of Belden products purchased and held as inventory by our channel partners and customers. Our channel partners and customers purchase and hold the products they bought from us in their inventory in order to meet the service and on-time delivery requirements of their customers. Generally, as our channel partners and customers change the level of products they buy from us and hold in their inventory, it impacts our revenues. Comparisons of our results between periods can be impacted by changes in the levels of channel inventory. We use information provided to us by our channel partners and make certain assumptions based on our sales to them to determine the amount of products they bought from us and hold in their inventory. As such, all references to the effect of channel inventory changes are estimates.
Market Growth and Market Share
The markets in which we operate can generally be characterized as highly competitive and highly fragmented, with many players. We monitor available data regarding market growth, including independent market research reports, publicly available indices, and the financial results of our direct and indirect peer companies, in order to estimate the extent to which our served markets grew or contracted during a particular period. We expect that our unit sales volume will increase or decrease consistently with the market growth rate. Our strategic goal is to utilize our Market Delivery System to target faster growing geographies, applications, and trends within our end markets, in order to achieve growth that is higher than the general market growth rate. To the extent that we exceed the market growth rates, we consider it to be the result of capturing market share.
Tripwire Divestiture
On February 22, 2022, we sold Tripwire for gross cash consideration of $350 million and recognized a loss on disposal of discontinued operations, net of tax of $4.6 million during the six months ended July 3, 2022. See Note 5.
Debt Repurchase
During the six months ended July 3, 2022, we repurchased all of the €200.0 million aggregate principal amount of 4.125% senior subordinated notes previously due 2026. We recognized a $6.4 million loss on debt extinguishment for the premiums paid to the bond holders to retire the 2026 Notes and for the unamortized debt issuance costs on the 2026 Notes that we were required to write-off. See Note 13.
Acquisitions
During the six months ended July 3, 2022, we completed three acquisitions. On January 17, 2022, we acquired Macmon for $42.4 million, net of cash acquired. Macmon, based in Berlin, Germany, is a leading provider of products and services that secure network infrastructure in a variety of mission critical industries. On March 3, 2022, we acquired NetModule for $23.5 million, net of cash acquired. NetModule, based in Bern, Switzerland, is a leading provider of reliable, fast and secure wireless network infrastructures through advanced capabilities in 5G and WiFi6 technologies in a variety of mission critical industries with a strong focus on mass transit and intelligent traffic systems within the transportation vertical. On April 15, 2022, we acquired CAI for $18.7 million, net of cash acquired. CAI is headquartered in Anniston, Alabama and designs, manufactures, and sells a range of plug-in radio frequency filters used in outside plant hybrid fiber-coax nodes. The results of operations of each acquisition have been included in our results of operations from their respective acquisition dates. The three acquisitions were not material to our results of operations. Macmon and NetModule are included in the Industrial Automation Solutions segment, and CAI is included in the Enterprise Solutions segment. All three acquisitions were funded with cash on hand. See Note 3.
-25-
Share Repurchase Program
During the three months ended July 3, 2022, we repurchased 0.3 million shares of our common stock for an aggregate cost of $16.6 million at an average price per share of $51.71. During the six months ended July 3, 2022, we repurchased 1.2 million shares of our common stock for an aggregate cost of $66.6 million at an average price per share of $55.23. See Note 18.
Equity Method Investment
During the second quarter of 2022, we invested $20.0 million in Litmus for a noncontrolling ownership interest. Litmus provides critical data connectivity needed to monitor, visualize, analyze, and integrate industrial data. We account for this investment using the equity method of accounting. See Note 1.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows that are or would be considered material to investors.
Critical Accounting Policies
During the six months ended July 3, 2022:
•We did not change any of our existing critical accounting policies from those listed in our 2021 Annual Report on Form 10-K;
•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.
Results of Operations
Consolidated Income before Taxes
| Three Months Ended | % Change | Six Months Ended | % Change | ||||||||||||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Revenues | $ | 666,551 | $ | 575,857 | 15.7 | % | $ | 1,276,922 | $ | 1,084,540 | 17.7 | % | |||||||||||||||||||||||
| Gross profit | 222,305 | 191,354 | 16.2 | % | 431,165 | 360,537 | 19.6 | % | |||||||||||||||||||||||||||
| Selling, general and administrative expenses | (105,203) | (93,570) | 12.4 | % | (208,269) | (174,205) | 19.6 | % | |||||||||||||||||||||||||||
| Research and development expenses | (25,989) | (22,263) | 16.7 | % | (49,445) | (44,875) | 10.2 | % | |||||||||||||||||||||||||||
| Amortization of intangibles | (9,177) | (7,172) | 28.0 | % | (17,994) | (15,165) | 18.7 | % | |||||||||||||||||||||||||||
| Asset impairments | — | — | n/a | — | (6,995) | (100.0) | % | ||||||||||||||||||||||||||||
| Operating income | 81,936 | 68,349 | 19.9 | % | 155,457 | 119,297 | 30.3 | % | |||||||||||||||||||||||||||
| Interest expense, net | (11,276) | (14,870) | (24.2) | % | (25,687) | (30,381) | (15.5) | % | |||||||||||||||||||||||||||
| Loss on debt extinguishment | — | — | n/a | (6,392) | — | n/a | |||||||||||||||||||||||||||||
| Non-operating pension benefit | 1,070 | 1,445 | (26.0) | % | 2,270 | 2,129 | 6.6 | % | |||||||||||||||||||||||||||
| Income from continuing operations before taxes | 71,730 | 54,924 | 30.6 | % | 125,648 | 91,045 | 38.0 | % | |||||||||||||||||||||||||||
Revenues increased $90.7 million and $192.4 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021 due to the following factors:
•Higher sales volume and favorable pricing from industrial automation, smart buildings, and broadband & 5G products resulted in a $103.7 million and $201.1 million increase in revenues, respectively.
•Higher copper pass-through pricing had a $0.2 million and $14.1 million favorable impact on revenues, respectively.
•Acquisitions contributed an estimated $8.0 million and $11.2 million in revenues, respectively.
•The divestiture of our oil and gas cable business in 2021 had a $4.8 million and $10.3 million unfavorable impact on revenues.
•Currency translation had a $16.4 million and $23.7 million unfavorable impact on revenues.
-26-
Gross profit increased $31.0 million and $70.6 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021 due to the increases in revenues discussed above.
Selling, general and administrative expenses increased $11.6 million and $34.1 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021. The increase in selling, general and administrative expenses is primarily attributable to strategic investments to enhance our solution selling capabilities as well as increases from incentive compensation and acquisitions.
Research and development expenses increased $3.7 million and $4.6 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021 primarily due to increased investments in R&D projects as we continue our commitment to growth initiatives.
Amortization of intangibles increased $2.0 million and $2.8 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021 primarily due to acquisitions.
Asset impairments decreased $7.0 million in the six months ended July 3, 2022 from the comparable period of 2021 as a result of the impairments on assets held and used and assets held for sale of $3.6 million and $3.4 million, respectively, during the six months ended July 4, 2021.
Operating income increased $13.6 million and $36.2 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021 primarily as a result of the increase in gross profit discussed above.
Net interest expense decreased $3.6 million and $4.7 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021 primarily due to the repurchase of senior subordinated notes previously due 2026 and currency translation.
Loss on debt extinguishment increased $6.4 million in the six months ended July 3, 2022 from the comparable period of 2021 due to the redemption of the 2026 Notes during the first quarter of 2022. The $6.4 million loss on debt extinguishment represents the premium paid to the bond holders to retire the 2026 Notes and for the unamortized debt issuance costs on the 2026 Notes that we were required to write-off. See Note 13.
Income from continuing operations before taxes increased $16.8 million and $34.6 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021 primarily due to the increase in operating income discussed above.
Income Taxes
| Three Months Ended | % Change | Six Months Ended | % Change | ||||||||||||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Income from continuing operations before taxes | $ | 71,730 | $ | 54,924 | 30.6 | % | $ | 125,648 | $ | 91,045 | 38.0 | % | |||||||||||||||||||||||
| Income tax expense | 13,088 | 9,578 | 36.6 | % | 22,910 | 16,634 | 37.7 | % | |||||||||||||||||||||||||||
| Effective tax rate | 18.2 | % | 17.4 | % | 18.2 | % | 18.3 | % | |||||||||||||||||||||||||||
For the three and six months ended July 3, 2022, we recognized income tax expense of $13.1 million and $22.9 million, respectively, representing an effective tax rate of 18.2%. The effective tax rate was primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits. See Note 15.
-27-
Consolidated Adjusted EBITDA
| Three Months Ended | % Change | Six Months Ended | % Change | ||||||||||||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Adjusted revenues | $ | 666,551 | $ | 576,706 | 15.6 | % | $ | 1,276,922 | $ | 1,085,389 | 17.6 | % | |||||||||||||||||||||||
| Adjusted EBITDA | 110,967 | 92,898 | 19.5 | % | 210,461 | 169,451 | 24.2 | % | |||||||||||||||||||||||||||
| as a percent of revenues | 16.6 | % | 16.1 | % | 16.5 | % | 15.6 | % | |||||||||||||||||||||||||||
Adjusted revenues increased $89.8 million and $191.5 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021 due to the following factors:
•Higher sales volume and favorable pricing from industrial automation, smart buildings, and broadband & 5G products resulted in a $102.9 million and $200.3 million increase in revenues, respectively.
•Higher copper pass-through pricing had a $0.2 million and $14.1 million favorable impact on revenues, respectively.
•Acquisitions contributed an estimated $8.0 million and $11.2 million in revenues, respectively.
•The divestiture of our oil and gas cable business in 2021 had a $4.8 million and $10.3 million unfavorable impact on revenues.
•Currency translation had a $16.4 million and $23.7 million unfavorable impact on revenues.
Adjusted EBITDA increased $18.1 million and $41.0 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021 primarily due to leverage on higher sales volume, as discussed above. Accordingly, Adjusted EBITDA margins in the three and six months ended July 3, 2022 expanded to 16.6% from 16.1% and to 16.5% from 15.6%, respectively, in the comparable periods of 2021.
Use of Non-GAAP Financial Information
Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA margin, and free cash flow are non-GAAP financial measures. In addition to reporting financial results in accordance with accounting principles generally accepted in the United States, we provide non-GAAP operating results adjusted for certain items, including: asset impairments; accelerated depreciation expense due to plant consolidation activities; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory to fair value, and transaction costs; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and tangible assets; amortization of intangible assets; gains (losses) on debt extinguishment; certain gains (losses) from patent settlements; discontinued operations; and other costs. We adjust for the items listed above in all periods presented, unless the impact is clearly immaterial to our financial statements. When we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted measure of pre-tax profitability.
We utilize the adjusted results to review our ongoing operations without the effect of these adjustments and for comparison to budgeted operating results. We believe the adjusted results are useful to investors because they help them compare our results to previous periods and provide important insights into underlying trends in the business and how management oversees our business operations on a day-to-day basis. As an example, we adjust for acquisition-related expenses, such as amortization of intangibles and impacts of fair value adjustments because they generally are not related to the acquired business' core business performance. As an additional example, we exclude the costs of restructuring programs, which can occur from time to time for our current businesses and/or recently acquired businesses. We exclude the costs in calculating adjusted results to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provides valuable insight.
-28-
Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States. The following tables reconcile our GAAP results to our non-GAAP financial measures:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||
| GAAP revenues | $ | 666,551 | $ | 575,857 | $ | 1,276,922 | $ | 1,084,540 | |||||||||||||||
| Adjustments related to acquisitions | — | 849 | — | 849 | |||||||||||||||||||
| Adjusted revenues | $ | 666,551 | $ | 576,706 | $ | 1,276,922 | $ | 1,085,389 | |||||||||||||||
| GAAP income from continuing operations | $ | 58,642 | $ | 45,346 | $ | 102,738 | $ | 74,411 | |||||||||||||||
| Income tax expense | 13,088 | 9,578 | 22,910 | 16,634 | |||||||||||||||||||
| Depreciation expense | 11,370 | 10,658 | 22,596 | 21,385 | |||||||||||||||||||
| Interest expense, net | 11,276 | 14,870 | 25,687 | 30,381 | |||||||||||||||||||
| Amortization of intangible assets | 9,177 | 7,172 | 17,994 | 15,165 | |||||||||||||||||||
| Severance, restructuring, and acquisition integration costs (1) | 5,857 | 3,040 | 9,580 | 8,211 | |||||||||||||||||||
| Amortization of software development intangible assets | 981 | 322 | 1,988 | 731 | |||||||||||||||||||
| Adjustments related to acquisitions and divestitures (2) | 576 | 1,912 | 576 | (4,462) | |||||||||||||||||||
| Loss on debt extinguishment | — | — | 6,392 | — | |||||||||||||||||||
| Asset impairments (3) | — | — | — | 6,995 | |||||||||||||||||||
| Adjusted EBITDA | $ | 110,967 | $ | 92,898 | $ | 210,461 | $ | 169,451 | |||||||||||||||
| GAAP income from continuing operations margin | 8.8 | % | 7.9 | % | 8.0 | % | 6.9 | % | |||||||||||||||
| Adjusted EBITDA margin | 16.6 | % | 16.1 | % | 16.5 | % | 15.6 | % | |||||||||||||||
(1) Severance, restructuring, and acquisition integration costs for the three and six months ended July 3, 2022 primarily related to our Manufacturing Footprint and Acquisition Integration programs. Costs for the three and six months ended July 4, 2021 primarily related to our Acquisition Integration and completed Cost Reduction programs. See Note 12.
(2) During the three and six months ended July 3, 2022, we recognized cost of sales of $1.1 million related to purchase accounting adjustments of acquired inventory to fair value and collected $0.5 million of previously written off receivables associated with the sale of Grass Valley. During the three months ended July 4, 2021, we recognized cost of sales of $1.2 million related to purchase accounting adjustments of acquired inventory to fair value, recognized $0.8 million for the purchase accounting effect of recording deferred revenue at fair value, and collected $0.1 million of previously written off receivables associated with the sale of Grass Valley. During the six months ended July 4, 2021, we reduced the Opterna earn-out liability by $5.8 million, recognized cost of sales of $2.0 million related to purchase accounting adjustments of acquired inventory to fair value, collected $1.4 million of previously written off receivables associated with the sale of Grass Valley, and recognized $0.8 million for the purchase accounting effect of recording deferred revenue at fair value.
(3) During the six months ended July 4, 2021, we recognized a $3.6 million impairment on assets held and used and a $3.4 million impairment on assets held for sale. See Note 11.
Segment Results of Operations
For additional information regarding our segment measures, see Note 6 to the Condensed Consolidated Financial Statements.
Enterprise Solutions
| Three Months Ended | % Change | Six Months Ended | % Change | ||||||||||||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Segment Revenues | $ | 307,444 | $ | 267,528 | 14.9 | % | $ | 575,874 | $ | 493,883 | 16.6 | % | |||||||||||||||||||||||
| Segment EBITDA | 41,887 | 36,001 | 16.3 | % | 72,708 | 64,292 | 13.1 | % | |||||||||||||||||||||||||||
| as a percent of segment revenues | 13.6 | % | 13.5 | % | 12.6 | % | 13.0 | % | |||||||||||||||||||||||||||
-29-
Enterprise Solutions revenues increased $39.9 million and $82.0 million in the three and six months ended July 3, 2022 from the comparable periods of 2021. The increase in revenues in the three months ended July 3, 2022 was primarily due to increases in volume and favorable pricing, acquisitions, and higher copper pass-through pricing of $40.6 million, $1.4 million, and $1.0 million, respectively, partially offset by unfavorable currency translation of $3.1 million. The increase in revenues in the six months ended July 3, 2022 was primarily due to increases in volume and favorable pricing, higher copper pass-through pricing, and acquisitions of $78.1 million, $6.4 million, and $1.4 million, respectively, partially offset by unfavorable currency translation of $3.9 million.
Enterprise Solutions EBITDA increased $5.9 million and $8.4 million in the three and six months ended July 3, 2022, respectively, compared to the year ago periods primarily as a result of the increase in revenues discussed above.
Industrial Automation Solutions
| Three Months Ended | % Change | Six Months Ended | % Change | ||||||||||||||||||||||||||||||||
| July 3, 2022 | July 4, 2021 | July 3, 2022 | July 4, 2021 | ||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
| Segment Revenues | $ | 359,107 | $ | 309,178 | 16.1 | % | $ | 701,048 | $ | 591,506 | 18.5 | % | |||||||||||||||||||||||
| Segment EBITDA | 68,060 | 55,464 | 22.7 | % | 135,588 | 103,075 | 31.5 | % | |||||||||||||||||||||||||||
| as a percent of segment revenues | 19.0 | % | 17.9 | % | 19.3 | % | 17.4 | % | |||||||||||||||||||||||||||
Industrial Automation Solutions revenues increased $49.9 million and $109.5 million in the three and six months ended July 3, 2022, respectively, from the comparable periods of 2021. The increase in revenues in the three months ended July 3, 2022 was primarily due to increases in volume and favorable pricing of $62.2 million and acquisitions of $6.6 million, partially offset by unfavorable currency translation, a divestiture, and lower copper pass-through pricing of $13.3 million, $4.8 million, and $0.8 million, respectively. The increase in revenues in the six months ended July 3, 2022 was primarily due to increases in volume and favorable pricing, higher copper pass-through pricing, and acquisitions of $122.1 million, $7.7 million, and $9.8 million, respectively, partially offset by unfavorable currency translation and a divestiture of $19.8 million and $10.3 million, respectively.
Industrial Automation Solutions EBITDA increased $12.6 million and $32.5 million in the three and six months ended July 3, 2022 from the comparable periods of 2021 primarily due to leverage on higher sales volume, as discussed above. Accordingly, for the three and six months ended July 3, 2022, Adjusted EBITDA margins expanded from 17.9% to 19.0% and from 17.4% to 19.3%, respectively, over the year ago periods.
Liquidity and Capital Resources
Significant factors affecting our cash liquidity include (1) cash from operating activities, (2) disposals of businesses and tangible assets, (3) cash used for acquisitions, restructuring actions, capital expenditures, share repurchases, dividends, and senior subordinated note repurchases, and (4) our available credit facilities and other borrowing arrangements. We expect our operating activities to generate cash in 2022 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies. However, we may require external financing in the event we complete a significant acquisition. Our ability to continue to fund our future needs from business operations could be affected by many factors, including, but not limited to: economic conditions worldwide, customer demand, competitive market forces, customer acceptance of our product mix, and commodities pricing.
The following table is derived from our Condensed Consolidated Cash Flow Statements and includes the results and cash flow activity of discontinued operations up to the February 22, 2022 disposal date:
-30-
| Six Months Ended | |||||||||||
| July 3, 2022 | July 4, 2021 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by (used for): | |||||||||||
| Operating activities | $ | (8,581) | $ | 26,654 | |||||||
| Investing activities | 204,977 | (94,218) | |||||||||
| Financing activities | (303,251) | (10,146) | |||||||||
| Effects of currency exchange rate changes on cash and cash equivalents | (9,220) | (993) | |||||||||
| Decrease in cash and cash equivalents | (116,075) | (78,703) | |||||||||
| Cash and cash equivalents, beginning of period | 643,757 | 501,994 | |||||||||
| Cash and cash equivalents, end of period | $ | 527,682 | $ | 423,291 | |||||||
Operating cash flows were a use of cash of $8.6 million in the six months ended July 3, 2022 compared to a source of cash of $26.7 million in the prior year. Operating cash flows declined $35.2 million compared to the prior year primarily due to unfavorable changes in accounts payable and accrued liabilities partially offset by a favorable change in receivables. The use of cash for accounts payable was due to the timing of payments primarily for purchases of raw materials and the use of cash for accrued liabilities was primarily attributable to higher incentive compensation payments and channel partner rebates, all of which were the direct result of improved company performance and increased demand.
Net cash from investing activities was a source of cash of $205.0 million in the six months ended July 3, 2022, compared to a use of cash of $94.2 million in the prior year. Investing activities for the six months ended July 3, 2022 included cash receipts of $338.7 million for the Tripwire disposal partially offset by payments of $104.1 million for the investment in Litmus as well as the acquisitions of Macmon, NetModule and CAI and capital expenditures of $31.0 million. Investing activities for the six months ended July 4, 2021 included cash payments of $73.7 million for the acquisition of OTN Systems and capital expenditures of $30.9 million, partially offset by cash receipts of $10.8 million primarily for the sale of our oil and gas cable business in Brazil.
Net cash used for financing activities totaled $303.3 million for the six months ended July 3, 2022, compared to $10.1 million in the prior year. Financing activities for the six months ended July 3, 2022 included payments under borrowing arrangements of $230.6 million, payments under our share repurchase program of $66.6 million, net payments related to share based compensation activities of $5.2 million, cash dividend payments of $4.5 million, and proceeds from the issuance of common stock of $3.7 million. Financing activities for the six months ended July 4, 2021 included cash dividend payments of $4.5 million, net payments related to share based compensation activities of $2.0 million, repayments of debt obligations of $1.8 million assumed as part of the OTN Systems acquisition, and debt issuance costs of $1.7 million.
Our cash and cash equivalents balance was $527.7 million as of July 3, 2022. Of this amount, $170.3 million was held outside of the U.S. in our foreign operations. Substantially all of the foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and accordingly, no provision for any withholding taxes has been recorded. Upon distribution of those earnings in the form of dividends or otherwise, we may be subject to withholding taxes payable to the respective foreign countries.
Our outstanding debt obligations as of July 3, 2022 consisted of $1,151.9 million of senior subordinated notes. Additional discussion regarding our various borrowing arrangements is included in Note 13 to the Condensed Consolidated Financial Statements.
Forward-Looking Statements
Statements in this report other than historical facts are “forward-looking statements.” Forward-looking statements include statements regarding future financial performance (including revenues, expenses, earnings, margins, cash flows, dividends, capital expenditures and financial condition), plans and objectives, and related assumptions. These forward-looking statements reflect management’s current beliefs and expectations and are not guarantees of future performance. Actual results may differ materially from those suggested by any forward-looking statements based on a number of factors. These factors include, among others, those set forth in Part II, Item 1A and in other documents that we file with the SEC. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
-31-
Item 3: Quantitative and Qualitative Disclosures about Market Risks
The following table provides information about our financial instruments that are sensitive to changes in interest rates. The table presents principal amounts by expected maturity dates and fair values as of July 3, 2022.
| Principal Amount by Expected Maturity | Fair | ||||||||||||||||||||||
| 2022 | Thereafter | Total | Value | ||||||||||||||||||||
| (In thousands, except interest rates) | |||||||||||||||||||||||
| €450.0 million fixed-rate senior subordinated notes due 2027 | $ | — | $ | 471,240 | $ | 471,240 | $ | 404,927 | |||||||||||||||
| Average interest rate | 3.375 | % | |||||||||||||||||||||
| €350.0 million fixed-rate senior subordinated notes due 2028 | $ | — | $ | 366,520 | $ | 366,520 | $ | 313,719 | |||||||||||||||
| Average interest rate | 3.875 | % | |||||||||||||||||||||
| €300.0 million fixed-rate senior subordinated notes due 2031 | $ | — | 314,160 | $ | 314,160 | $ | 230,301 | ||||||||||||||||
| Average interest rate | 3.375 | % | |||||||||||||||||||||
| Total | $ | 1,151,920 | $ | 948,947 | |||||||||||||||||||
Item 7A of our 2021 Annual Report on Form 10-K provides information as to the practices and instruments that we use to manage market risks. There were no material changes in our exposure to market risks since December 31, 2021.
Item 4: Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of our 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 our disclosure controls and procedures were effective as of the end of the period covered by this report.
There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
-32-
PART II OTHER INFORMATION
Item 1: Legal Proceedings
On November 24, 2020, the Company announced a data incident involving unauthorized access and copying of some current and former employee data, as well as limited company information regarding some business partners. In January 2021, Anand Edke filed a putative class action lawsuit against the Company in the Circuit Court of Cook County, Illinois, Case No. 2021 CH 47. In February 2021, Kia Mackey filed a separate putative class action lawsuit against the Company in the U.S District Court for the Eastern District of Missouri, Case No. 4:21-CV-00149. The Edke case was transferred to the U.S. District Court for the Eastern District of Missouri and subsequently stayed pursuant to the joint request of the parties due to the similarity to the Mackey case. In the Mackey case, the plaintiff has asked for injunctive relief, unspecified damages, and unspecified legal fees. The Company believes that any potential exposure associated with the litigation will be covered by insurance. The Company continues to vigorously defend the lawsuit.
We are a party to various other legal proceedings and administrative actions that are incidental to our operations. In our opinion, the proceedings and actions in which we are involved should not, individually or in the aggregate, have a material adverse effect on our financial condition, operating results, or cash flows. However, since the trends and outcome of this litigation are inherently uncertain, we cannot give absolute assurance regarding the future resolution of such litigation, or that such litigation may not become material in the future.
Item 1A: Risk Factors
There have been no material changes with respect to risk factors as previously disclosed in our Form 10-K filed on February 15, 2022. There may be additional risks that impact our business that we currently do not recognize as, or that are not currently, material to our business.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Set forth below is information regarding our stock repurchases for the three months ended July 3, 2022 (in thousands, except per share amounts).
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of shares Repurchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| Balance at April 3, 2022 | $ | 165,000 | ||||||||||||||||||||||||
| April 4, 2022 through May 8, 2022 | — | $ | — | — | 165,000 | |||||||||||||||||||||
| May 9, 2022 through June 5, 2022 | — | — | — | 165,000 | ||||||||||||||||||||||
| June 6, 2022 through July 3, 2022 | 320 | 51.71 | 320 | 148,441 | ||||||||||||||||||||||
| Total | 320 | $ | 51.71 | 320 | $ | 148,441 | ||||||||||||||||||||
(1) In November 2018, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $300.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable security laws and other regulations. This program is funded with cash on hand and cash flows from operating activities. The program does not have an expiration date and may be suspended at any time at the discretion of the Company. From inception of our program, we have repurchased 3.1 million shares of our common stock for an aggregate cost of $151.6 million and an average price of $49.34 as of July 3, 2022. During the three months ended July 3, 2022, we repurchased 0.3 million shares of our common stock for an aggregate cost of $16.6 million and an average price per share of $51.71. Subsequent to July 3, 2022, we repurchased 0.6 million shares of our common stock for an aggregate cost of $33.4 million at an average price per share of $55.74 . As of the date of this filing, we had $115.0 million of authorizations remaining under the program.
-33-
Item 6: Exhibits
Exhibits
| Exhibit 10.1 | ||||||||
| Exhibit 31.1 | ||||||||
| Exhibit 31.2 | ||||||||
| Exhibit 32.1 | ||||||||
| Exhibit 32.2 | ||||||||
| Exhibit 101.SCH | Schema Document | |||||||
| Exhibit 101.CAL | Calculation Linkbase Document | |||||||
| Exhibit 101.DEF | Definition Linkbase Document | |||||||
| Exhibit 101.LAB | Labels Linkbase Document | |||||||
| Exhibit 101.PRE | Presentation Linkbase Document | |||||||
-34-
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 8, 2022 | By: | /s/ Roel Vestjens | ||||||||||||||
| Roel Vestjens | |||||||||||||||||
| President and Chief Executive Officer | |||||||||||||||||
| Date: | August 8, 2022 | By: | /s/ Jeremy Parks | ||||||||||||||
| Jeremy Parks | |||||||||||||||||
| Senior Vice President, Finance, and Chief Financial Officer | |||||||||||||||||
| Date: | August 8, 2022 | By: | /s/ Douglas R. Zink | ||||||||||||||
| Douglas R. Zink | |||||||||||||||||
| Vice President and Chief Accounting Officer | |||||||||||||||||
-35-
Exhibit 10.1
BELDEN INC.
STRETCH ACHIEVEMENT STOCK AWARD AGREEMENT
THIS STRETCH ACHIEVEMENT STOCK AWARD AGREEMENT (this “Agreement”) is effective as of the date shown as the Date of Grant on the attached Notice of Award (the “Grant Date”) by and between Belden Inc., a Delaware corporation (the “Company”) and the individual shown as the Grantee on the attached Notice of Award (the “Grantee”).
WHEREAS, the Grantee is an executive or management employee of the Company, a subsidiary or an affiliate, and has been selected by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) to receive a grant of a Stretch Achievement Stock Award reflected on the attached Notice of Award (the “SASA”) representing, subject to certain restrictions, a certain number of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), such number to be based on the attainment of performance objectives and vesting conditions as provided below, and to enter into a Stretch Achievement Stock Award Agreement in the form hereof;
NOW THEREFORE, the Company and the Grantee hereby agree as follows:
1.GRANT OF SASA. The Company hereby grants to the Grantee on the Grant Date the SASA. The SASA represents the right to receive a number of Shares depending on the attainment of Company performance objectives in accordance with Section 2 below. The SASA is linked to Grantee’s 2022 grant of performance stock units awarded by the Company in February 2022 (the “Linked Units”). The Linked Units are scheduled to be converted to Shares in the first quarter of 2025. The number of Shares resulting from this conversion (if any) shall be known as the “Linked Unit Shares”. The Grantee shall have no direct or secured claim in any specific assets of the Company or the Shares to be issued to the Grantee under Section 6 hereof and will have the status of a general unsecured creditor of the Company. The SASA is granted under the Company’s 2021 Long Term Incentive Plan (the “Plan”) and shall be subject to the terms and conditions of the Plan and this Agreement. Capitalized terms used in this Agreement without further definition shall have the same meanings given to such terms in the Plan.
2.PERFORMANCE OBJECTIVES; VESTING.
(a)Award Period; Performance Objectives. As described in detail below, the SASA will be measured based on the Company’s publicly reported adjusted earnings per share (“EPS”). The award period (the “Award Period”) during which performance shall be measured is the full calendar year 2025. If the Company achieves EPS for the Award Period of $7.50 per share (the “Threshold”), this will result in a conversion factor (the “Conversion Factor”) of 0.50. If the Company achieves EPS for the Award Period of greater than or equal to $8.00 per share (the “Target”), this will result in a Conversion Factor of 1.00. Performance during the Award Period between the Threshold and the Target will result in a Conversion Factor between 0.50 and 1.00 on a linear scale. Performance during the Award Period below the Threshold will result in a Conversion Factor of zero. After the Award Period, the Committee shall multiply the Conversion Factor by the number of Linked Unit Shares to determine the number (if any) of additional Shares to be awarded for the SASA based on Company performance during the Award Period, which determination shall be final, conclusive and binding (the Shares that are so awarded are the “Shares”). In the event that the application of the Conversion
1
Factor results in a fractional amount of a Share, the result will be rounded to the nearest whole number of Shares. The right of the Grantee to receive the Shares will vest and become nonforfeitable (“Vest”) on the date of the Committee’s approval of the Conversion Factor (the “Performance Determination Date”).
(b)Early Achievement. Notwithstanding the prior paragraph, only if the Company achieves EPS at or above the Target for the full calendar year 2024, the Conversion Factor of 1.00 shall be applied to the Linked Unit Shares and the SASA will vest a year early. In this circumstance, no additional Shares would be due based on 2025 performance.
(c)Death or Disability. If, prior to the Performance Determination Date and while employed by the Company or one of its subsidiaries or affiliates, the Grantee dies or becomes disabled (and leaves the Company or one of its subsidiaries or affiliates) in accordance with any Company disability policy then in effect, then the Grantee (or, as the case may be, the person entitled by will or the applicable laws of descent and distribution) shall, after the Award Period, be entitled to receive the Shares that would otherwise (but for such death or disability) be awarded to the Grantee after the Award Period pursuant to Section 2(a) above.
(d)Retirement During Award Period. If, prior to the Performance Determination Date and while employed by the Company or one of its subsidiaries or affiliates, the Grantee retires from employment with the Company or one of its subsidiaries or affiliates at a time that the Grantee has attained either (A) 55 years of age and 10 years of consecutive employment with the Company or (B) 65 years of age, then the right to receive any Shares resulting from the unvested SASA shall immediately Vest in full. Notwithstanding the preceding sentence, the Linked Units must be outstanding for at least one year. Delivery of the resulting Shares, if any, shall be made according to the schedule indicated in Section 2(a).
(e)Other Employment Termination During Award Period. Except as otherwise described in this Section 2, if the Grantee’s employment with the Company or one of its subsidiaries or affiliates is otherwise terminated during the Award Period, this SASA shall be forfeited, cancelled and terminated upon such termination. For purposes of this Agreement, the applicable termination date shall be Grantee’s final day actively performing his or her job duties, without regard to any severance or garden leave arrangement.
(f)Change in Control During Award Period. Immediately preceding the occurrence of a Change in Control of the Company (as defined in Section 10(d) below), the Conversion Factor shall be deemed to be a 1.00.
3.NATURE OF GRANT. In accepting the grant, the Grantee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the SASA is voluntary and occasional and does not create any contractual or other right to receive future grants of SASAs, or benefits in lieu of SASAs, even if SASAs have been granted in the past;
2
(c) all decisions with respect to future SASAs or other grants, if any, will be at the sole discretion of the Committee;
(d) Nothing in this Agreement, the SASA grant or the Grantee’s participation in the Plan shall create a right to employment or confer upon the Grantee any right to continue in the employ of the Company, the Grantee’s employer (the “Employer”), or any subsidiary or affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company, the Employer or any subsidiary or affiliate, as applicable, or the rights of the Grantee, which rights are expressly reserved by each, to terminate the Grantee’s employment relationship (if any) at any time and for any reason, with or without cause;
(e) the Grantee is voluntarily participating in the Plan;
(f) the SASA and the Shares are not intended to replace any pension rights or compensation;
(g)subject to Article 21.13 of the Plan, the SASA and the Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(h)the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(i)no claim or entitlement to compensation or damages shall arise from forfeiture of the SASA resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the SASA to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any such claim against the Company, any subsidiary or affiliate or the Employer, waives the Grantee’s ability, if any, to bring any such claim, and releases the Company, any subsidiary and affiliate and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(j)for purposes of the SASA, the Grantee’s employment relationship will be considered terminated as described in Section 2(d) (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any). The Board shall have the exclusive discretion to determine when the Grantee is no longer an Employee for purposes of the awarding of Shares (including whether the Grantee may still be considered to be an Employee while on an approved leave of absence); and
(k)the Grantee acknowledges and agrees that neither the Company, the Employer nor any subsidiary or affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the SASA or of any amounts due to the Grantee pursuant to the
3
settlement of the SASA, or the subsequent sale of any Shares acquired upon the settlement of the SASA.
4.NO TRANSFER OR ASSIGNMENT OF SASA; RESTRICTIONS ON SALE. Except as otherwise provided in this Agreement, the SASA and the rights and privileges conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process until the Shares are delivered to the Grantee or his designated representative. The Grantee agrees not to sell any Shares at any time when applicable laws or Company policies prohibit a sale. This restriction shall apply as long as the Grantee is an employee of the Company or one of its subsidiaries or affiliates.
5.DELIVERY OF SHARES. As of the date on which the SASA Vests, the Company shall issue to the Grantee a stock certificate (or register the Shares in book-entry form) representing a number of Shares equal to the number indicated by Section 2(a) or 2(b).
6.RESPONSIBILITY FOR TAXES.
(a)Generally. The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the SASA, including, but not limited to, the grant of the SASA, the grant, vesting or settlement of the SASA, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the SASA to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.
(b)Multiple Jurisdiction. If the Grantee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(c)Tax Withholding. The Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i)withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer;
(ii)withholding from proceeds of the sale of Shares acquired upon settlement of the SASA either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or
4
(iii)withholding in Shares to be issued upon settlement of the SASA.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested SASA, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Further, the Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.
7.LEGALITY OF INITIAL ISSUANCE. No Shares shall be issued unless and until the Company has determined that:
(a) It and the Grantee, at the Company’s expense, have taken any actions required to register or qualify the Shares under the U.S. Securities Act of 1933, as amended or any local, state, federal or foreign securities law or rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, that the Company shall, in its absolute discretion, deem necessary or advisable;
(b) Any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and
(c) Any other applicable provision of local, state, federal or foreign laws and regulations have been satisfied, including but not limited to exchange control laws.
The Grantee understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Grantee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
8.DATA PRIVACY. The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement and any other SASA grant materials by and among, as applicable, the Employer, the Company and any subsidiary and affiliate for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.
The Grantee understands that the Company and the Employer may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of the SASA or any other entitlement to Shares awarded,
5
canceled, exercised, vested, unvested or outstanding in the Grantee’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Grantee understands that Data will be transferred to such broker and/or stock plan service provider as may be designated by the Company from time to time (“Designated Broker”), which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the Company, the Designated Broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. Further, the Grantee understands that the Grantee is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke the Grantee’s consent, the Grantee’s employment status or career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee a SASA or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative.
9.NO ADVICE REGARDING GRANT. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying Shares. The Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and financial advisors regarding the Grantee’s participation in the Plan before taking any action related to the Plan.
10.MISCELLANEOUS PROVISIONS.
(a)Rights as a Stockholder. Neither the Grantee nor the Grantee’s representative shall have any rights as a stockholder with respect to any Shares underlying the SASA until the date that the Company is obligated to deliver such Shares to the Grantee or the Grantee’s representative.
(b)No Dividend Equivalents. No dividends or dividend equivalents shall accrue on the SASA.
(c)Anti-Dilution. In the event that any change in the outstanding Common Stock of the Company (including an exchange of Common Stock for stock or other securities of another corporation) occurs by reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of Shares or other
6
similar corporate changes, other than for consideration received by the Company therefor, the number of resulting Shares underlying the SASA, shall be appropriately adjusted by the Committee whose determination shall be conclusive, final and binding; provided, however that fractional Shares shall be rounded to the nearest whole share. In the event of any other change in the Common Stock, the Committee shall in its sole discretion determine whether such change equitably requires a change in the number or type of Shares subject to RSUs and any adjustment made by the Committee shall be conclusive, final and binding.
(d)Change in Control. A “Change in Control” of the Company shall be deemed to have occurred if any of the events set forth in any one of the following subparagraphs shall occur:
(i)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (y) the then-outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (z) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (iii) of this definition;
(ii)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;
(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of the corporation resulting
7
from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv)Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
(v)For purposes of clarification, the sale by the Company of a subsidiary or affiliate that employs Grantee shall not constitute a Change in Control if none of the events set forth in Sections 10(d)(i)-(iv) have occurred.
(e) Incorporation of Plan. The provisions of the Plan are incorporated by reference into these terms and conditions.
(f) Inconsistency. To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.
(g) Notices. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he most recently provided to the Company.
(h) Entire Agreement; Amendments. This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. The Committee shall have authority, subject to the express provisions of the Plan, to interpret this Agreement and the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to modify the terms and provisions of this Agreement, to impose other requirements on Grantee where necessary or advisable for legal or administrative reasons, to require Grantee to sign additional agreements or undertakings to impose additional requirements and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem necessary or desirable to carry it into effect. All action by the Committee under the provisions of this paragraph shall be final, conclusive and binding for all purposes.
(i) Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof. For purposes of litigating any dispute that arises under the grant or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Missouri, agree that such litigation shall be conducted in the courts of the St. Louis County, or the federal courts for the United States for the Eastern District of Missouri, where this grant is made and/or to be performed.
(j) Successors.
(i) This Agreement is personal to the Grantee and, except as otherwise provided in Section 5 above, shall not be assignable by the Grantee otherwise
8
than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Grantee’s legal representatives.
(ii) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. It shall not be assignable except in connection with the sale or other disposition of all or substantially all the assets or business of the Company.
(k) Severability. If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion hereof, which remaining provision or portion hereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion hereof eliminated.
(l) Headings. The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.
(m) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.
(n) Language. If the Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(o) Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
(p) Insider Trading Restrictions/Market Abuse Laws. The Grantee acknowledges that, depending on the Grantee’s country of residence, the Grantee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Grantee’s ability to acquire or sell Shares or rights to Shares (e.g., SASAs) under the Plan during such times as the Grantee is considered to have “inside information” regarding the Company (as defined by the laws in the Grantee’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee is responsible for complying with any applicable restrictions and are advised to speak with a personal legal advisor on this matter.
(q) Waiver. The Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee or any other participant.
9
By accepting this grant, the Grantee hereby acknowledges receipt of this Agreement and accepts the SASA granted hereunder, and further agrees to the terms and conditions hereinabove set forth.
10
NOTICE OF AWARD OF BELDEN INC.
1. Participant Name: #ParticipantName#
2. Number of Shares: N/A
3. Option Price: N/A
4. The Date of Grant: #GrantDate#
5. The Expiration Date of the Option: N/A
Vesting Schedule:
The first quarter of 2025 or 2026, dependent on performance.
A-1
Exhibit 31.1
CERTIFICATE PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Roel Vestjens, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Belden Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
August 8, 2022
| /s/ Roel Vestjens | ||
| Roel Vestjens | ||
| President and Chief Executive Officer | ||
Exhibit 31.2
CERTIFICATE PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Jeremy Parks, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Belden Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
August 8, 2022
| /s/ Jeremy Parks | |||||
Jeremy Parks | |||||
| Senior Vice President, Finance, and Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Belden Inc. (the “Company”) on Form 10-Q for the period ended July 3, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roel Vestjens, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Roel Vestjens
Roel Vestjens
President and Chief Executive Officer
August 8, 2022
Exhibit 32.2
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Belden Inc. (the “Company”) on Form 10-Q for the period ended July 3, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeremy Parks, Senior Vice President, Finance, and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Jeremy Parks
Jeremy Parks
Senior Vice President, Finance, and Chief Financial Officer
August 8, 2022
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Belden Releases 2023 ESG Report Highlighting Advancements Toward 2025 Goals
- ROSEN, THE FIRST FILING FIRM, Encourages Luna Innovations Incorporated Investors to Secure Counsel Before Important Deadline in Securities Class Action First Filed by the Firm – LUNA
- ROSEN, TOP RANKED INVESTOR COUNSEL, Encourages GoodRx Holdings, Inc. Investors to Secure Counsel Before Important Deadline in Securities Class Action – GDRX
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
