What changed in this filing

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Item 1. Financial Statements

2020-11-02 compared with 2020-08-03 · 200 added, 172 removed, 728 unchanged (34% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

June 28, 2020 December 31, 2019

September 27, 2020 December 31, 2019

(In thousands)

36 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three Months Ended Six Months Ended

June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019

Three Months Ended Nine Months Ended

September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019

(In thousands, except per share data)

11 unchanged sentences

Income from continuing operations 20,569 38,031 38,633 107,361

Income (loss) from discontinued operations, net of tax ( 71,054 ) 895 ( 97,164 ) ( 1,862 )

Loss from discontinued operations, net of tax ( 6,231 ) ( 335,046 ) ( 103,395 ) ( 336,908 )

Gain on disposal of discontinued operations, net of tax 2,743 — 2,743 —

Net income (loss) 17,081 ( 297,015 ) ( 62,019 ) ( 229,547 )

9 unchanged sentences

Discontinued operations attributable to Belden common stockholders ( 0.14 ) ( 7.54 ) ( 2.31 ) ( 8.20 )

Disposal of discontinued operations attributable to Belden common stockholders 0.06 — 0.06 —

Net income (loss) per share attributable to Belden common stockholders $ 0.38 $ ( 6.70 ) $ ( 1.39 ) $ ( 6.04 )

2 unchanged sentences

Discontinued operations attributable to Belden common stockholders ( 0.14 ) ( 7.54 ) ( 2.31 ) ( 8.20 )

Disposal of discontinued operations attributable to Belden common stockholders 0.06 — 0.06 —

Net income (loss) per share attributable to Belden common stockholders $ 0.38 $ ( 6.70 ) $ ( 1.39 ) $ ( 6.04 )

Comprehensive income (loss) attributable to Belden $ ( 112,351 ) $ 25,507 $ ( 101,217 ) $ 79,718

Comprehensive loss attributable to Belden $ ( 34,921 ) $ ( 263,530 ) $ ( 136,138 ) $ ( 183,811 )

Common stock dividends declared per share $ 0.05 $ 0.05 $ 0.15 $ 0.15

1 unchanged sentence

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

Six Months Ended

June 28, 2020 June 30, 2019

Nine Months Ended

September 27, 2020 September 29, 2019

(In thousands)

Cash flows from operating activities:

Net income (loss) $ ( 79,100 ) $ 67,468

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

Depreciation and amortization 53,533 72,739

Net loss $ ( 62,019 ) $ ( 229,547 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Asset impairment of discontinued operations 113,007 342,146

Depreciation and amortization 80,620 108,328

Share-based compensation 13,650 12,115

Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:

Gain on disposal of business ( 2,743 ) —

Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:

Receivables 35,645 6,002

5 unchanged sentences

Other liabilities ( 20,363 ) ( 4,336 )

Net cash provided by (used for) operating activities ( 12,130 ) 21,645

Net cash provided by operating activities 38,689 89,517

Cash flows from investing activities:

2 unchanged sentences

Proceeds from disposal of tangible assets 3,090 19

Proceeds from disposal of business, net of cash sold 50,051 —

Net cash used for investing activities ( 3,078 ) ( 125,000 )

7 unchanged sentences

Other ( 154 ) ( 232 )

Net cash provided by (used for) financing activities 19,959 ( 46,438 )

Net cash used for financing activities ( 72,585 ) ( 84,448 )

Effect of foreign currency exchange rate changes on cash and cash equivalents 2,586 ( 3,937 )

2 unchanged sentences

Cash and cash equivalents, end of period $ 391,497 $ 296,742

For all periods presented, the Condensed Consolidated Cash Flow Statement includes the results of the Grass Valley disposal group.

For all periods presented, the Condensed Consolidated Cash Flow Statement includes the results of the Grass Valley disposal group up to the disposal date, July 2, 2020.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

24 unchanged sentences

Balance at June 28, 2020 50,335 $ 503 $ 815,982 $ 431,459 ( 5,790 ) $ ( 338,484 ) $ ( 85,541 ) $ 5,963 $ 829,882

Net income — — — 16,996 — — — 85 17,081

Other comprehensive income (loss), net of tax — — — — — — ( 51,917 ) 143 ( 51,774 )

Retirement Savings Plan stock contributions — — ( 747 ) — 33 1,823 — — 1,076

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 1,426 ) — 17 1,153 — — ( 273 )

Share-based compensation — — 4,852 — — — — — 4,852

Common stock dividends ($ 0.05 per share)

— — — ( 2,257 ) — — — — ( 2,257 )

Balance at September 27, 2020 50,335 $ 503 $ 818,661 $ 446,198 ( 5,740 ) $ ( 335,508 ) $ ( 137,458 ) $ 6,191 $ 798,587

Mandatory Convertible Additional Accumulated

10 unchanged sentences

Preferred stock dividends ($ 168.75 per share)

— — — — — ( 8,733 ) — — — — ( 8,733 )

Common stock dividends ($ 0.05 per share)

9 unchanged sentences

Preferred stock dividends ($ 168.75 per share)

— — — — — ( 8,733 ) — — — — ( 8,733 )

Common stock dividends ($ 0.05 per share)

— — — — — ( 1,976 ) — — — — ( 1,976 )

Balance at June 30, 2019 52 $ 1 50,335 $ 503 $ 1,143,494 $ 967,970 ( 11,248 ) $ ( 621,167 ) $ ( 62,591 ) $ 5,323 $ 1,433,533

Net income — — — — — ( 297,009 ) — — — ( 6 ) ( 297,015 )

Other comprehensive income, net of tax — — — — — — — — 33,480 373 33,853

Adjustment to acquisition of business with noncontrolling interest — — — — — — — — — 420 420

Exercise of stock options, net of tax witholding forfeitures — — — — ( 25 ) — 1 11 — — ( 14 )

Conversion of restricted stock units into common stock, net of tax witholding forfeitures — — — — ( 115 ) — 2 70 — — ( 45 )

Share repurchase program — — — — — — ( 493 ) ( 27,185 ) — — ( 27,185 )

Share-based compensation — — — — 4,521 — — — — — 4,521

Preferred stock conversion ( 52 ) ( 1 ) — — ( 340,788 ) — 6,857 340,789 — — —

Preferred stock dividends ($ 18.76 per share)

— — — — — ( 971 ) — — — — ( 971 )

Common stock dividends ($ 0.05 per share)

— — — — — ( 2,287 ) — — — — ( 2,287 )

Balance at September 29, 2019 — $ — 50,335 $ 503 $ 807,087 $ 667,703 ( 4,881 ) $ ( 307,482 ) $ ( 29,111 ) $ 6,110 $ 1,144,810

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

19 unchanged sentences

Our fiscal second and third quarters each have 91 days.

The six months ended June 28, 2020 and June 30, 2019 included 180 and 181 days, respectively.

The nine months ended September 27, 2020 and September 29, 2019 included 271 and 272 days, respectively.

Fair Value Measurement

4 unchanged sentences

• 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 June 28, 2020 and June 30, 2019, 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 10).

We did not have any transfers between Level 1 and Level 2 fair value measurements during the six months ended June 28, 2020 and June 30, 2019.

As of and during the three and nine months ended September 27, 2020 and September 29, 2019, 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 10).

We did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended September 27, 2020 and September 29, 2019.

Cash and Cash Equivalents

1 unchanged sentence

We periodically have cash equivalents consisting of short-term money market funds and other investments.

As of June 28, 2020, we did not have any such cash equivalents on hand.

As of September 27, 2020, we did not have any such cash equivalents on hand.

The primary objective of our investment activities is to preserve our capital for the purpose of funding operations.

We do not enter into investments for trading or speculative purposes.

During the six months ended June 28, 2020, we paid the sellers of Snell Advanced Media (SAM) the full earnout consideration of $ 31.4 million in cash as per the purchase agreement.

During the nine months ended September 27, 2020, we paid the sellers of Snell Advanced Media (SAM) the full earnout consideration of $ 31.4 million in cash in accordance with the purchase agreement.

SAM was acquired on February 8, 2018 and is included in the Grass Valley disposal group.

Due to the initial uncertainties arising from the COVID-19 pandemic and out of an abundance of caution, we borrowed $ 190.0 million and subsequently repaid $ 100.0 million under our Revolving Credit Agreement during the second quarter.

Due to the initial uncertainties arising from the COVID-19 pandemic and out of an abundance of caution, we borrowed $ 190.0 million on our Revolver at the beginning of the second quarter.

As a result of improving and sufficient cash flow and liquidity throughout the year, we subsequently repaid the entire $ 190.0 million during the nine months ended September 27, 2020;

$ 90.0 million of which was during the three months ended September 27, 2020.

Contingent Liabilities

3 unchanged sentences

These lawsuits primarily involve 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 materially adverse effect on our financial position, results of operations, or cash flow.

As of June 28, 2020, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $ 7.7 million, $ 4.1 million, and $ 3.3 million, respectively.

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 September 27, 2020, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $ 5.9 million, $ 4.1 million, and $ 3.3 million, respectively.

Revenue Recognition

12 unchanged sentences

The results of the joint venture attributable to Hite’s ownership are presented as net income (loss) attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations.

The joint venture is not material to our Condensed Consolidated financial statements as of or for the periods ended June 28, 2020 and June 30, 2019.

The joint venture is not material to our Condensed Consolidated financial statements as of or for the periods ended September 27, 2020 and September 29, 2019.

Furthermore, certain subsidiaries of our Opterna business, which we acquired in April of 2019 include noncontrolling interests.

3 unchanged sentences

An immaterial amount of Opterna's annual revenues are generated from transactions with the noncontrolling interests.

The subsidiaries of Opterna that include noncontrolling interests are not material to our Condensed Consolidated financial statements as of or for the periods ended June 28, 2020 and June 30, 2019.

The subsidiaries of Opterna that include noncontrolling interests are not material to our Condensed Consolidated financial statements as of or for the periods ended September 27, 2020 and September 29, 2019.

Current-Year Adoption of Accounting Pronouncements

7 unchanged sentences

The following tables present our revenues disaggregated by major product category.

Cable & Connectivity Networking, Software & Security Total Revenues

Three Months Ended June 28, 2020 (In thousands)

Broadband & 5G Cyber-security Industrial Automation Smart Buildings Total

Three Months Ended September 27, 2020 (In thousands)

Enterprise Solutions $ 115,149 $ — $ — $ 113,948 $ 229,097

1 unchanged sentence

Total $ 115,149 $ 27,384 $ 219,358 $ 113,948 $ 475,839

Three Months Ended June 30, 2019

Three Months Ended September 29, 2019

Enterprise Solutions $ 107,067 $ — $ — $ 140,169 $ 247,236

1 unchanged sentence

Total $ 107,067 $ 29,760 $ 256,102 $ 140,169 $ 533,098

Six Months Ended June 28, 2020

Nine Months Ended September 27, 2020

Enterprise Solutions $ 318,765 $ — $ — $ 325,919 $ 644,684

1 unchanged sentence

Total $ 318,765 $ 78,829 $ 640,663 $ 325,919 $ 1,364,176

Six Months Ended June 30, 2019

Nine Months Ended September 29, 2019

Enterprise Solutions $ 287,338 $ — $ — $ 412,306 $ 699,644

3 unchanged sentences

Americas EMEA APAC Total Revenues

Three Months Ended June 28, 2020 (In thousands)

Enterprise Solutions $ 154,844 $ 26,150 $ 22,380 $ 203,374

Industrial Solutions 124,640 57,260 39,537 221,437

Total $ 279,484 $ 83,410 $ 61,917 $ 424,811

Three Months Ended June 30, 2019

Enterprise Solutions $ 178,612 $ 36,622 $ 30,091 $ 245,325

Industrial Solutions 183,928 77,404 41,695 303,027

Total $ 362,540 $ 114,026 $ 71,786 $ 548,352

Six Months Ended June 28, 2020

Enterprise Solutions $ 310,273 $ 62,012 $ 43,302 $ 415,587

Industrial Solutions 281,040 123,226 68,484 472,750

Total $ 591,313 $ 185,238 $ 111,786 $ 888,337

Six Months Ended June 30, 2019

Enterprise Solutions $ 325,433 $ 70,758 $ 56,217 $ 452,408

Industrial Solutions 368,911 150,719 76,454 596,084

Total $ 694,344 $ 221,477 $ 132,671 $ 1,048,492

The following tables present our revenues disaggregated by products, including software products, and support and services.

Products Support & Services Total Revenues

Three Months Ended June 28, 2020 (In thousands)

Three Months Ended September 27, 2020 (In thousands)

Enterprise Solutions $ 170,734 $ 30,185 $ 28,178 $ 229,097

1 unchanged sentence

Total $ 319,155 $ 89,365 $ 67,319 $ 475,839

Three Months Ended June 30, 2019

Three Months Ended September 29, 2019

Enterprise Solutions $ 183,183 $ 36,065 $ 27,988 $ 247,236

1 unchanged sentence

Total $ 359,052 $ 104,451 $ 69,595 $ 533,098

Six Months Ended June 28, 2020

Nine Months Ended September 27, 2020

Enterprise Solutions $ 481,007 $ 92,197 $ 71,480 $ 644,684

1 unchanged sentence

Total $ 910,468 $ 274,603 $ 179,105 $ 1,364,176

Six Months Ended June 30, 2019

Nine Months Ended September 29, 2019

Enterprise Solutions $ 508,616 $ 106,823 $ 84,205 $ 699,644

11 unchanged sentences

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 June 28, 2020 and June 30, 2019.

Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three and nine months ended September 27, 2020 and September 29, 2019.

The following table presents estimated and accrued variable consideration:

June 28, 2020 June 30, 2019

September 27, 2020 September 29, 2019

(in thousands)

5 unchanged sentences

Consideration allocated to professional services is typically recognized when or as the services are performed depending on the terms of the arrangement.

As of June 28, 2020, total deferred revenue was $ 68.6 million, and of this amount, $ 49.9 million is expected to be recognized within the next twelve months, and the remaining $ 18.7 million is long-term and is expected to be recognized over a period greater than twelve months.

As of September 27, 2020, total deferred revenue was $ 70.2 million, and of this amount, $ 46.1 million is expected to be recognized within the next twelve months, and the remaining $ 24.1 million is long-term and is expected to be recognized over a period greater than twelve months.

The following table presents deferred revenue activity:

3 unchanged sentences

Revenue recognized ( 24,415 ) ( 32,168 )

Balance at the end of the first quarter 69,485 66,223

Balance at March 29, 2020 69,485 66,223

New deferrals 21,322 21,892

Revenue recognized ( 22,200 ) ( 24,807 )

Balance at the end of the second quarter $ 68,607 $ 63,308

Balance at June 28, 2020 68,607 63,308

New deferrals 22,243 21,937

Revenue recognized ( 20,649 ) ( 25,063 )

Balance at September 27, 2020 $ 70,201 $ 60,182

We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less.

We capitalize sales commissions in other current and long-lived assets on our balance sheet when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period.

Total capitalized sales commissions was $ 4.6 million as of June 28, 2020 and $ 3.3 million as of June 30, 2019.

Total capitalized sales commissions was $ 4.6 million as of September 27, 2020 and $ 3.0 million as of September 29, 2019.

The following table presents sales commissions that are recorded within selling, general and administrative expenses:

Three Months ended Six Months ended

June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019

Three Months ended Nine Months ended

September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019

(In thousands)

39 unchanged sentences

Net assets attributable to Belden $ 51,741

We did not record any material measurement-period adjustments in the three and six months ended June 28, 2020.

We did not record any material measurement-period adjustments in the nine months ended September 27, 2020.

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.

26 unchanged sentences

The following table illustrates the unaudited pro forma effect on operating results as if the Opterna acquisition had been completed as of January 1, 2018.

Three Months Ended Six Months Ended

June 30, 2019 June 30, 2019

Three Months Ended Nine Months Ended

September 29, 2019 September 29, 2019

(In thousands, except per share data)

13 unchanged sentences

During the fourth quarter of 2019, we committed to a plan to sell Grass Valley, and at such time, met all of the criteria to classify the assets and liabilities of this business as held for sale.

Furthermore, we determined a divestiture of Grass Valley represents a strategic shift that is expected to have a major impact on our operations and financial results.

Furthermore, we determined a divestiture of Grass Valley represented a strategic shift that is expected to have a major impact on our operations and financial results.

As a result, the Grass Valley disposal group, which was included in our Enterprise Solutions segment, is reported within discontinued operations.

The Grass Valley disposal group excludes certain Grass Valley pension liabilities that we are retaining.

The Grass Valley disposal group excludes certain Grass Valley pension liabilities that we retained.

We also ceased depreciating and amortizing the assets of the disposal group once they met the held for sale criteria during the fourth quarter of 2019.

We wrote down the carrying value of Grass Valley and recognized asset impairments totaling $ 89.8 million and $ 113.0 million in the three and six months e nded June 28, 2020, respectively.

We wrote down the carrying value of Grass Valley and recognized asset impairments totaling $ 113.0 million and $ 342.1 million in the nine months e nded September 27, 2020 and September 29, 2019, respectively.

We determined the estimated fair values of the assets and of the reporting unit by calculating the present values of their estimated future cash flows.

On July 2, 2020, we completed the sale of Grass Valley - see further discussion in Note 19.

The following table summarizes the operating results of the disposal group for the three and six months ended June 28, 2020 and June 30, 2019, respectively:

Three Months Ended Six Months Ended

June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019

We completed the sale of Grass Valley to Black Dragon Capital on July 2, 2020 and recognized a gain of $ 2.7 million, net of a $ 2.0 million income tax benefit.

The terms of the sale included gross cash consideration of $ 120.0 million, or approximately $ 59.5 million net of cash delivered with the business and certain preliminary working capital adjustments.

The sale also included deferred consideration consisting of a $ 175.0 million seller’s note that matures in 2025, up to $ 88 million in PIK (payment-in-kind) interest on the seller’s note, and $ 178.0 million in potential earnout payments.

Based upon a third party valuation specialist using certain assumptions in a Monte Carlo analysis, the estimated fair value of the seller’s note is $ 34.9 million, which we recorded in Other Long-Lived Assets.

We accounted for the earnout under a loss recovery approach and did not record an asset as of the disposal date.

Any subsequent recognition of an earnout will be based on the gain contingency guidance.

As part of the transaction, we also invested $ 3.0 million for a 9 % equity interest in Grass Valley with the right to put the equity back to Black Dragon Capital at any time on or before October 31, 2020.

On October 23, 2020, we notified Black Dragon Capital that we are exercising our right to put the equity back to them.

We expect to finalize the sale of our equity interest during the fourth quarter of 2020.

We deconsolidated Grass Valley as of July 2, 2020 and are accounting for our equity interest under the cost method.

Our equity interest is recorded in Other Long-Lived Assets.

The seller’s note accrues PIK interest at an annual rate of 8.5 %.

During the three months ended September 27, 2020, the seller’s note accrued interest of $ 3.6 million, which we reserved for based on our expected loss allowance methodology.

We are performing certain services for Grass Valley under a transition services agreement.

During the three months ended September 27, 2020, the amount of transition services totaled $ 1.0 million, which we expect to collect in 2021.

The following table summarizes the operating results of the disposal group up to the July 2, 2020 disposal date for the three and nine months ended September 27, 2020 and September 29, 2019, respectively:

Three Months Ended Nine Months Ended

September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019

(In thousands)

7 unchanged sentences

Interest expense, net ( 12 ) ( 198 ) ( 432 ) ( 611 )

Non-operating pension cost ( 111 ) ( 55 ) ( 196 ) ( 111 )

Income (loss) before taxes $ ( 92,628 ) $ 2,101 $ ( 126,287 ) $ ( 1,205 )

The disposal group had capital expenditures of approximately $ 8.5 million a nd $ 16.4 million during the three and six months ended June 28, 2020, respectively;

and $ 8.7 million and $ 14.5 million during the three and six months ended June 30, 2019, respectively.

The disposal group recognized credits to stock-based compensation of $ 0.0 million and $ 0.9 million during the three and six months ended June 28, 2020, respectively.

The disposal group incurred stock based compensation expense of $ 0.3 million and $ 0.6 million during the three and six months ended June 30, 2019, respectively.

The disposal group did not have any significant non-cash charges for investing activities during the three and six months ended June 28, 2020 or June 30, 2019.

The following table provides the major classes of assets and liabilities of the disposal group as of June 28, 2020 and December 31, 2019, respectively:

June 28, 2020 December 31, 2019

Non-operating pension benefit (cost) 27 ( 55 ) ( 169 ) ( 166 )

Loss before taxes $ ( 843 ) $ ( 338,302 ) $ ( 127,130 ) $ ( 339,507 )

The disposal group had capital expenditures of approximately $ 0.3 million and $ 16.7 million during the three and nine months ended September 27, 2020, respectively;

and $ 8.3 million and $ 22.8 million during the three and nine months ended September 29, 2019, respectively.

The disposal group recognized credits to stock-based compensation of $ 0.0 million and $ 0.9 million during the three and nine months ended September 27, 2020, respectively.

The disposal group incurred stock based compensation expense of $ 0.2 million and $ 0.8 million during the three and nine months ended September 29, 2019, respectively.

The disposal group did not have any significant non-cash charges for investing activities during the three and nine months ended September 27, 2020 or September 29, 2019 .

The following table provides the major classes of assets and liabilities of the disposal group as of December 31, 2019:

December 31, 2019

(In thousands)

18 unchanged sentences

Total Liabilities of discontinued operations $ 170,279

The disposal group also had $ 11.5 million and $ 42.3 million of accumulated other comprehensive losses as of June 28, 2020 and December 31, 2019, respectively.

The disposal group also had $ 42.3 million of accumulated other comprehensive losses as of December 31, 2019.

Reportable Segments

18 unchanged sentences

(In thousands)

As of and for the three months ended June 28, 2020

As of and for the three months ended September 27, 2020

Segment revenues $ 229,097 $ 246,742 $ 475,839

5 unchanged sentences

Severance, restructuring, and acquisition integration costs 1,337 20 1,357

Purchase accounting effects of acquisitions 105 — 105

Segment assets 519,142 486,110 1,005,252

As of and for the three months ended June 30, 2019

As of and for the three months ended September 29, 2019

Segment revenues $ 247,236 $ 285,862 $ 533,098

7 unchanged sentences

Segment assets 517,448 501,278 1,018,726

As of and for the six months ended June 28, 2020

As of and for the nine months ended September 27, 2020

Segment revenues $ 644,684 $ 719,492 $ 1,364,176

7 unchanged sentences

Segment assets 519,142 486,110 1,005,252

As of and for the six months ended June 30, 2019

As of and for the nine months ended September 29, 2019

Segment revenues $ 699,644 $ 881,946 $ 1,581,590

8 unchanged sentences

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

June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019

Three Months Ended Nine Months Ended

September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019

(In thousands)

12 unchanged sentences

(1) See Note 11, Severance, Restructuring, and Acquisition Integration Activities, for details.

(2) During the three and six months ended June 28, 2020, we recognized cost of sales related to purchase accounting adjustments of acquired inventory to fair value for the SPC acquisition.

During the three and six months ended June 30, 2019, we recognized expenses related to the earnout consideration for the SAM acquisition as well as cost of sales for the adjustment of acquired inventory to fair value for the Opterna and FutureLink acquisitions.

(2) During the nine months ended September 27, 2020, we recognized cost of sales related to purchase accounting adjustments of acquired inventory to fair value for the SPC acquisition.

For the three and nine months ended September 29, 2019, we recognized cost of sales for the adjustment of acquired inventory to fair value related to the Opterna and FutureLink acquisitions.

Income (loss) per Share

The following table presents the basis for the income (loss) per share computations:

Three Months Ended Six Months Ended

June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019

Three Months Ended Nine Months Ended

September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019

(In thousands)

3 unchanged sentences

Income from continuing operations attributable to Belden common stockholders 20,484 37,066 38,554 88,864

Income (loss) from discontinued operations, net of tax ( 71,054 ) 895 ( 97,164 ) ( 1,862 )

Loss from discontinued operations, net of tax ( 6,231 ) ( 335,046 ) ( 103,395 ) ( 336,908 )

Gain on disposal of discontinued operations, net of tax 2,743 — 2,743 —

Net income (loss) attributable to Belden common stockholders $ 16,996 $ ( 297,980 ) $ ( 62,098 ) $ ( 248,044 )

2 unchanged sentences

Weighted average shares outstanding, diluted 44,709 44,610 44,968 41,299

For the three and six months ended June 28, 2020, diluted weighted average shares outstanding exclude outstanding equity awards of 1.7 million and 1.5 million, respectively, which are anti-dilutive.

In addition, for both the three and six months ended June 28, 2020, diluted weighted average shares outstanding do not include outstanding equity awards of 0.4 million because the related performance conditions have not been satisfied.

For the three and six months ended June 30, 2019, diluted weighted average shares outstanding exclude outstanding equity awards of 1.2 million and 1.1 million, respectively, which are anti-dilutive.

In addition, for both the three and six months ended June 30, 2019, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million because the related performance conditions have not been satisfied.

Furthermore, for both the three and six months ended June 30, 2019, diluted weighted average shares outstanding do not include the impact of preferred shares that were converted into 6.9 million common shares, because deducting the preferred stock dividends from net income was more dilutive.

For the three and nine months ended September 27, 2020, diluted weighted average shares outstanding exclude outstanding equity awards of 1.6 million and 1.5 million, respectively, which are anti-dilutive.

In addition, for both the three and nine months ended September 27, 2020, diluted weighted average shares outstanding do not include outstanding equity awards of 0.4 million because the related performance conditions have not been satisfied.

For the three and nine months ended September 29, 2019, diluted weighted average shares outstanding exclude outstanding equity awards of 1.4 million and 1.2 million, respectively, which are anti-dilutive.

In addition, for both the three and nine months ended September 29, 2019, diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million because the related performance conditions have not been satisfied.

Furthermore, for the three and nine months ended September 29, 2019, diluted weighted average shares outstanding do not include the impact of preferred shares that were converted into 1.1 million and 4.9 million common shares, because deducting the preferred stock dividends from net income was more dilutive.

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.

17 unchanged sentences

Estimates are used to determine the allowance, which is based upon an assessment of anticipated payments as well as other historical, current and future information that is reasonably available.

The following table presents the activity in the allowance for doubtful accounts for our continuing operations for the three and six months ended June 28, 2020 (in thousands).

The following table presents the activity in the allowance for doubtful accounts for our continuing operations for the three and nine months ended September 27, 2020 (in thousands).

Balance at December 31, 2019 $ 2,569

8 unchanged sentences

Balance at June 28, 2020 $ 5,692

Current period provision ( 108 )

Writeoffs ( 76 )

Balance at September 27, 2020 $ 5,537

The major classes of inventories were as follows:

June 28, 2020 December 31, 2019

September 27, 2020 December 31, 2019

(In thousands)

13 unchanged sentences

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 June 28, 2020 and June 30, 2019, the rent expense for short-term leases was not material.

These leases are not recorded on our balance sheet, and for the three and nine months ended September 27, 2020 and September 29, 2019, 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.

1 unchanged sentence

The components of lease expense were as follows:

Three Months Ended Six Months Ended

June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019

Three Months Ended Nine Months Ended

September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019

(In thousands)

5 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Three Months Ended Six Months Ended

June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019

Three Months Ended Nine Months Ended

September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019

(In thousands)

4 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

June 28, 2020 December 31, 2019

September 27, 2020 December 31, 2019

(In thousands, except lease term and discount rate)

15 unchanged sentences

Finance leases 6.0 % 6.2 %

The following table summarizes maturities of lease liabilities as of June 28, 2020 (in thousands):

The following table summarizes maturities of lease liabilities as of September 27, 2020 (in thousands):

Thereafter 17,433

6 unchanged sentences

Depreciation and Amortization Expense

We recognized depreciation expense of $ 10.3 million and $ 20.6 million in the three and six months ended June 28, 2020, respectively.

We recognized depreciation expense of $ 9.9 million and $ 20.0 million in the three and six ended June 30, 2019, respectively.

We recognized amortization expense related to our intangible assets of $ 16.4 million and $ 32.9 million in the three and six months ended June 28, 2020, respectively.

We recognized amortization expense related to our intangible assets of $ 19.1 million and $ 37.4 million in the three and six ended June 30, 2019, respectively.

We recognized depreciation expense of $ 10.5 million and $ 31.1 million in the three and nine months ended September 27, 2020, respectively.

We recognized depreciation expense of $ 10.0 million and $ 30.0 million in the three and nine ended September 29, 2019, respectively.

We recognized amortization expense related to our intangible assets of $ 16.6 million and $ 49.6 million in the three and nine months ended September 27, 2020, respectively.

We recognized amortization expense related to our intangible assets of $ 19.1 million and $ 56.5 million in the three and nine ended September 29, 2019, respectively.

Interim Impairment Test

Due to equity market conditions during the three and six months ended June 28, 2020, we conducted an interim impairment test.

Due to equity market conditions during the nine months ended September 27, 2020, we conducted an interim impairment test.

We determined that the carrying values of our definite-lived assets were recoverable;

therefore, we did not record any impairment charges related to these assets.

Goodwill is tested for impairment at the reporting unit level, and we conducted an interim impairment test for all of our reporting units.

Goodwill is tested for impairment at the reporting unit level, and we conducted a quantitative interim impairment test for one of our reporting units.

A reporting unit is an operating segment, or a business unit one level below an operating segment if discrete financial information for that business is prepared and regularly reviewed by segment management.

11 unchanged sentences

Significant judgment is required when applying the market approach as there is a range of financial multiples of comparable businesses.

Based on our interim goodwill impairment test, we determined that the fair values of the reporting units were in excess of the carrying values;

Based on our interim goodwill impairment test, we determined that the fair value of the reporting unit was in excess of its carrying value by approximately 2 %;

therefore, we did not record any goodwill impairment.

The excess of the fair values over the carrying values of our reporting units ranged from 2 % - 206 %.

The significant assumptions used to estimate fair values included sales growth, profitability, and related cash flows, along with cash flows associated with taxes and capital spending.

The discount rate used to estimate fair value was risk adjusted in consideration of the economic conditions in effect at the time of the impairment test.

The significant assumptions used to estimate fair value included sales growth, profitability, and related cash flows, along with cash flows associated with taxes and capital spending.

To estimate the fair value, we used a 10.5 % discount rate that reflected the economic conditions in effect at the time of the impairment test.

We also considered assumptions that market participants may use.

In our quantitative assessments, the discount rates ranged from 10.0 % to 17.0 %, the 2020 to 2029 compounded annual revenue growth rates ranged from 2.0 % to 8.3 %, and the revenue growth rates beyond 2029 ranged from 2.0 % to 3.0 %.

In our quantitative assessment, the 2020 to 2029 compounded annual revenue growth rate was 6.0 % and the revenue growth rate beyond 2029 was 3.0 %.

By their nature, these assumptions involve risks and uncertainties.

2 unchanged sentences

If current conditions persist and actual results are different from our estimates or assumptions, we may have to recognize an impairment charge that could be material.

We also tested our indefinite-lived intangible assets, which consist primarily of trademarks, for impairment during the quarter ended June 28, 2020.

We performed a quantitative assessment for each of our indefinite-lived trademarks using a relief from royalty methodology and compared the fair value to the carrying value.

We determined that none of our trademarks were impaired as of June 28, 2020.

Significant assumptions to determine fair value included sales growth, royalty rates, and discount rates.

Severance, Restructuring, and Acquisition Integration Activities

1 unchanged sentence

During the fourth quarter of 2019, we began a cost reduction program to improve performance and enhance margins by streamlining the organizational structure and investing in technology to drive productivity.

We recognized $3.5 million and $3.0 million of severance and other restructuring costs for this program during the three and six months ended June 28, 2020, respectively.

We recognized $ 0.2 million and $ 3.2 million of severance and other restructuring costs for this program during the three and nine months ended September 27, 2020, respectively.

These costs were incurred by both the Enterprise Solutions and Industrial Solutions segments.

The cost reduction program is expected to deliver an estimated $ 60.0 million reduction in selling, general, and administrative expenses on an annual basis, of which $ 40.0 million is expected to be realized in 2020, with the full benefit materializing in 2021.

3 unchanged sentences

The restructuring and integration activities were focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions.

We recognized $ 0.9 million and $ 3.1 million of severance and other restructuring costs for this program during the three and six months ended June 28, 2020, respectively.

We recognized $2.5 million of severance and other restructuring costs for this program during the three and six months ended June 30, 2019.

We recognized $ 0.9 million and $ 4.0 million of severance and other restructuring costs for this program during the three and nine months ended September 27, 2020, respectively.

We recognized $ 3.1 million and $ 5.6 million of severance and other restructuring costs for this program during the three and nine months ended September 29, 2019.

These costs were incurred by the Enterprise Solutions segment.

We expect to incur incremental costs of approximately $ 0.6 million for this program.

The following table summarizes the costs by segment of the programs described above as well as other immaterial programs and acquisition integration activities during the three and six months ended June 28, 2020 and June 30, 2019:

Severance Other

1 unchanged sentence

Integration Costs Total Costs

Three Months Ended June 28, 2020 (In thousands)

Three Months Ended September 27, 2020 (In thousands)

Enterprise Solutions $ 327 $ 1,010 $ 1,337

1 unchanged sentence

Total $ 641 $ 716 $ 1,357

Three Months Ended June 30, 2019

Three Months Ended September 29, 2019

Enterprise Solutions $ 269 $ 2,778 $ 3,047

1 unchanged sentence

Total $ 269 $ 2,778 $ 3,047

Six Months Ended June 28, 2020

Nine Months Ended September 27, 2020

Enterprise Solutions $ 1,162 $ 5,148 $ 6,310

1 unchanged sentence

Total $ 2,294 $ 7,154 $ 9,448

Six Months Ended June 30, 2019

Nine Months Ended September 29, 2019

Enterprise Solutions $ 269 $ 5,297 $ 5,566

4 unchanged sentences

The following table summarizes the costs of the various programs described above as well as other immaterial programs and acquisition integration activities by financial statement line item in the Condensed Consolidated Statement of Operations:

Three Months Ended Six Months Ended

June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019

Three Months Ended Nine Months Ended

September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019

(In Thousands)

16 unchanged sentences

Balance at June 28, 2020 11,698

New charges 2,060

Cash payments ( 3,968 )

Foreign currency translation ( 156 )

Other adjustments ( 1,541 )

Balance at September 27, 2020 $ 8,093

The other adjustments were the result of changes in estimates.

2 unchanged sentences

The carrying values of our long-term debt were as follows:

June 28, 2020 December 31, 2019

September 27, 2020 December 31, 2019

(In thousands)

10 unchanged sentences

Total senior subordinated notes 1,518,530 1,459,380

Total gross long-term debt 1,555,880 1,459,380

Less unamortized debt issuance costs ( 17,814 ) ( 19,896 )

8 unchanged sentences

In the event we borrow more than 90 % of our borrowing base, we are subject to a fixed charge coverage ratio covenant.

Due to the initial uncertainties arising from the COVID-19 pandemic and out of an abundance of caution, we borrowed $ 190.0 million and subsequently repaid $ 100.0 million on our Revolver during the second quarter.

We also paid approximately $0.2 million of fees associated with the draw down on our Revolver, which is being amortized over the contractual term of the Revolver Credit Agreement using the effective interest method.

A s of June 28, 2020, we had $ 90.0 million of borrowings outstanding on the Revolver, and our available borrowing capacity was $ 177.8 million.

Due to the initial uncertainties arising from the COVID-19 pandemic and out of an abundance of caution, we borrowed $ 190.0 million on our Revolver at the beginning of the second quarter.

As a result of improving and sufficient cash flow and liquidity throughout the year, we subsequently repaid $ 100.0 million and the remaining $ 90.0 million during the second and third quarter, respectively.

As of September 27, 2020, our available borrowing capacity was $ 265.2 million.

Senior Subordinated Notes

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 June 28, 2020 is $ 394.7 million.

The carrying value of the 2028 Notes as of September 27, 2020 is $ 408.8 million.

The 2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

2 unchanged sentences

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 June 28, 2020 is $ 507.4 million.

The carrying value of the 2027 Notes as of September 27, 2020 is $ 525.6 million.

The 2027 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

2 unchanged sentences

We have outstanding € 200.0 million aggregate principal amount of 4.125 % senior subordinated notes due 2026 (the 2026 Notes).

The carrying value of the 2026 Notes as of June 28, 2020 is $ 225.5 million.

The carrying value of the 2026 Notes as of September 27, 2020 is $ 233.6 million.

The 2026 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

2 unchanged sentences

We have outstanding € 300.0 million aggregate principal amount of 2.875 % senior subordinated notes due 2025 (the 2025 Notes).

The carrying value of the 2025 Notes as of June 28, 2020 is $ 338.3 million.

The carrying value of the 2025 Notes as of September 27, 2020 is $ 350.4 million.

The 2025 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

2 unchanged sentences

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of June 28, 2020 was approximately $ 1,414.2 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation).

This amount represents the fair value of our senior subordinated notes with a carrying value of $ 1,465.9 million as of June 28, 2020.

The carrying value of our revolver borrowings approximates fair value.

The fair value of our senior subordinated notes as of September 27, 2020 was approximately $ 1,500.2 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation).

This amount represents the fair value of our senior subordinated notes with a carrying value of $ 1,518.5 million as of September 27, 2020.

Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity.

As of June 28, 2020, € 767.8 million of our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations.

As of September 27, 2020, € 767.8 million of our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations.

The objective of the hedge is to protect the net investment in the foreign operation again st adverse changes in the euro exchange rate.

The transaction gain or loss is reported in the translation adjustment section of other comprehensive income.

For the six months ended June 28, 2020 and June 30, 2019, the transaction gain associated with the net investment hedge reported in other comprehensive income was $ 18.2 million and $ 6.9 million, respectively.

During the six months ended June 28, 2020, we de-designated € 532.2 million of our outstanding debt that was previously designated as a net investment hedge.

For the nine months ended September 27, 2020 and September 29, 2019, the transaction gain/(loss) associated with the net investment hedge reported in other comprehensive income was $( 13.1 ) million and $ 62.1 million, respectively.

During the nine months ended September 27, 2020, we de-designated € 532.2 million of our outstanding debt that was previously designated as a net investment hedge.

After the de-designation, transaction gains or losses associated with this € 532.2 million of debt are reported in income from continuing operations.

For the three and six months ended June 28, 2020, we recognized income tax expense of $ 0.4 million and $ 2.6 million, respectively, representing an effective tax rate of 11.2 % and 12.5 %, respectively.

The effective tax rates were impacted by income tax benefits for certain foreign tax credits of $ 0.1 million and $ 1.2 million in the three and six months ended June 28, 2020, respectively.

For the three and nine months ended September 27, 2020, we recognized income tax expense of $ 0.6 million and $ 3.2 million, respectively, representing an effective tax rate of 3.0 % and 7.7 %, respectively.

The effective tax rates were impacted by income tax benefits for certain foreign tax credits of $ 0.9 million and $ 2.1 million in the three and nine months ended September 27, 2020, respectively.

In March 2020, the Coronavirus Relief and Economic Security Act (CARES Act) was signed into law in the United States.

We are still analyzing the provisions of the CARES Act to determine if there will be any impact to our income tax provision for the year.

For the three and six months ended June 30, 2019, we recognized income tax expense of $ 4.0 million and $ 10.1 million, respectively, representing an effective tax rate of 8.7 % and 12.7 %, respectively.

For the three and nine months ended September 29, 2019, we recognized income tax expense of $ 6.1 million and $ 16.2 million, respectively, representing an effective tax rate of 13.7 % and 13.1 %, respectively.

The effective tax rates were impacted by an income tax benefit of $ 5.7 million as a result of changes in our estimated valuation allowance requirement related to foreign tax credits due to the restructuring of certain foreign operations.

3 unchanged sentences

Pension Obligations Other Postretirement Obligations

Three Months Ended June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019

Three Months Ended September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019

(In thousands)

2 unchanged sentences

Expected return on plan assets ( 4,091 ) ( 3,841 ) — —

Amortization of prior service cost 45 40 — —

Amortization of prior service cost (credit) 47 ( 143 ) — —

Actuarial losses (gains) 688 292 ( 19 ) ( 25 )

1 unchanged sentence

$ 22 $ 187 $ 191 $ 258

Six Months Ended

Nine Months Ended

Service cost $ 2,709 $ 2,952 $ 24 $ 29

1 unchanged sentence

Expected return on plan assets ( 12,035 ) ( 11,978 ) — —

Amortization of prior service cost 89 26 — —

Amortization of prior service cost (credit) 136 ( 117 ) — —

Actuarial losses (gains) 2,038 894 ( 57 ) ( 76 )

2 unchanged sentences

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income (loss):

Three Months Ended Six Months Ended

June 28, 2020 June 30, 2019 June 28, 2020 June 30, 2019

The following table summarizes total comprehensive income (losses):

Three Months Ended Nine Months Ended

September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019

(In thousands)

4 unchanged sentences

1,136 120 1,891 591

Total comprehensive income (loss) ( 112,180 ) 25,637 ( 101,226 ) 79,825

Comprehensive income (loss) attributable to noncontrolling interests 171 130 ( 9 ) 107

Comprehensive income (loss) attributable to Belden $ ( 112,351 ) $ 25,507 $ ( 101,217 ) $ 79,718

Total comprehensive loss ( 34,693 ) ( 263,163 ) ( 135,919 ) ( 183,337 )

Comprehensive income attributable to noncontrolling interests 228 367 219 474

Comprehensive loss attributable to Belden $ ( 34,921 ) $ ( 263,530 ) $ ( 136,138 ) $ ( 183,811 )

The accumulated balances related to each component of other comprehensive income (loss), net of tax, are as follows:

Currency Translation Component Pension and

Foreign Currency Translation Component Pension and Other

Postretirement

Benefit Plans Accumulated

Benefit Plans Accumulated Other

Comprehensive Income (Loss)

4 unchanged sentences

Net current period other comprehensive gain (loss) attributable to Belden ( 75,931 ) 1,891 ( 74,040 )

Balance at June 28, 2020 $ ( 41,103 ) $ ( 44,438 ) $ ( 85,541 )

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended June 28, 2020:

Balance at September 27, 2020 $ ( 94,156 ) $ ( 43,302 ) $ ( 137,458 )

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the nine months ended September 27, 2020:

Amount Reclassified from Accumulated Other

6 unchanged sentences

Actuarial losses $ 1,408 (1)

Accumulated losses of Grass Valley disposal group 771 (2)

Prior service cost 62 (1)

4 unchanged sentences

The amounts in the table above include both continuing and discontinued operations.

(2) In addition, we reclassified $ 10.1 million of accumulated foreign currency translation losses associated with the Grass Valley disposal group that are included in the calculation of the gain on disposal of discontinued operations.

Preferred Stock

3 unchanged sentences

Upon conversion, the Preferred Stock was automatically extinguished and discharged, is no longer deemed outstanding for all purposes, and delisted from trading on the New York Stock Exchange.

During the three and six months ended June 30, 2019, dividends on the Preferred Stock were $ 8.7 million and $ 17.5 million, respectively.

During the three and nine months ended September 29, 2019, dividends on the Preferred Stock were $ 1.0 million and $ 18.4 million, respectively.

Share Repurchase

1 unchanged sentence

This program is funded with cash on hand and cash flows from operating activities.

During the three months ended June 28, 2020, we repurchased 0.4 million shares of our common stock under the share repurchase program for an aggregate cost of $ 13.8 million and an average price per share of $ 35.80 .

During the six months ended June 28, 2020, we repurchased 1.0 million shares of our common stock under the share repurchase program for an aggregate cost of $ 35.0 million at an average price per share of $ 35.83 .

During the three and six months ended June 30, 2019, we repurchased 0.4 million shares of our common stock under the share repurchase program for an aggregate cost of $ 22.8 million at an average price per share of $ 57.47 .

Subsequent Events

We completed the sale of Grass Valley to Black Dragon Capital on July 2, 2020 for gross cash consideration of $ 120.0 million, or approximately $ 67.0 million net of cash delivered with the business.

The cash consideration is subject to certain working capital adjustments.

The sale also included deferred consideration consisting of a $ 175.0 million five-year seller’s note, up to $ 88 million in PIK (payment-in-kind) interest on the seller’s note over its five-year term, and $ 178.0 million in potential earn-out payments.

We deconsolidated Grass Valley as of July 2, 2020 and are accounting for our equity interest under the cost method.

During the nine months ended September 27, 2020, we repurchased 1.0 million shares of our common stock under the share repurchase program for an aggregate cost of $ 35.0 million at an average price per share of $ 35.83 .

During the three months ended September 29, 2019, we repurchased 0.5 million shares of our common stock under the share repurchase program for an aggregate cost of $ 27.2 million and an average price per share of $ 55.17 .

During the nine months ended September 29, 2019, we repurchased 0.9 million shares of our common stock under the share repurchase program for an aggregate cost of $ 50.0 million and an average price per share of $ 56.19 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements