Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Belden Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Belden Inc. (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework and our report dated February 16, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Valuation of Goodwill for Certain Reporting Units
Description of the Matter At December 31, 2020, the Company had goodwill on its balance sheet aggregating $1.3 billion. As more fully described in Notes 2 and 12 to the Company’s consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. The Company’s goodwill is initially assigned to reporting units as of the respective acquisition dates. The Company performed a quantitative assessment for all of its reporting units and determined that the fair values of these reporting units were in excess of the carrying values. Therefore, the Company did not record any goodwill impairment for any of its reporting units.
Auditing the Company’s annual goodwill impairment test for certain reporting units under the quantitative assessment was complex due to the judgments and estimation required in determining the fair values of the reporting units. In particular, the fair value estimates are sensitive to significant assumptions such as discount rates, revenue growth rates, projected operating margins, and terminal growth rates, which are sensitive to and affected by expectations about future market or economic conditions and company-specific qualitative factors.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s preparation and review of the goodwill impairment tests, significant assumptions discussed above, as used in each of the models, and the completeness and accuracy of the data used in the models.
Our audit procedures included, among others, involving our specialists to assist us in assessing methodologies, and testing the significant assumptions discussed above and the underlying data used by the Company in its analyses, and reviewing the methodology and market support used to determine the discount rate. We compared the significant assumptions used by the Company to current industry and future economic trends, changes to the Company’s business model, customer base or product mix and other relevant factors. We assessed the historical accuracy of the Company’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair values of the reporting units that would result from changes in the assumptions. We tested the Company’s reconciliation of the aggregate fair value of the reporting units to the market capitalization of the Company. We also evaluated whether any changes in the composition of the reporting units reflected significant changes in the organizational structure or segments.
Revenue recognition - allocating consideration to performance obligations and estimating variable consideration
Description of the Matter As described in Notes 2 and 3 to the consolidated financial statements, the Company has contractual arrangements that include software, support, and service revenues. The Company estimated the selling prices of those contractual arrangements to determine the allocation of consideration to each of the performance obligations. The objective was to determine the price at which the Company would transact a sale if the product, support or service was sold on a standalone basis. Generally, the Company determines standalone selling price using the adjusted market assessment approach. For software licenses with highly variable standalone selling prices sold with either support or professional services, the Company generally determines the standalone selling price of the software license using the residual approach. The Company estimated the standalone selling prices of each of the performance obligations and projected cash flows over the term of each contractual arrangement to determine the amount of total consideration allocated to each of the performance obligations. The Company also enters into sales contracts that provide certain distributors with price concessions, product return rights, refunds, and stock rotations, which all result in variable consideration. At the time of sale, the Company establishes an estimated reserve for the variable consideration and recognizes it by reducing revenues. Estimates are based on a percentage of revenues and the average time period between the original sale and the issuance of the adjustments. As of December 31, 2020, the Company recorded $25.5 million in unprocessed changes that were recognized as a reduction of revenues and accounts receivable and $13.0 million in unprocessed changes recognized as accrued liabilities.
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Auditing the Company’s allocation of consideration expected to be received under its contractual arrangements was complex and involved a high degree of subjective auditor judgment because of the management judgment required to develop the estimates of standalone selling prices for the highly variable pricing of software licenses. Auditing the Company's measurement of variable consideration under the distributor contracts involved especially challenging judgment because the calculation involves subjective management assumptions, including historical adjustments as a percentage of revenues and the estimated period of time between the original sale and the issuance of the adjustment, all used in the estimates of unprocessed changes and pricing concessions. The estimates developed by the Company are also dependent on anticipated sales demand, trends in product pricing, and historical and anticipated adjustment patterns.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's processes to determine the estimated standalone selling price of each of the performance obligations, the allocation of total consideration to be received over the contractual term to all performance obligations based on their relative standalone selling price and to calculate the variable consideration, including the process to determine and evaluate the underlying assumptions about estimates of expected unprocessed changes and pricing concessions.
We performed audit procedures related to the estimated standalone selling prices and allocation to the performance obligations over the term of the contractual arrangement, including the following, among others. To test the calculation of the amount of consideration allocated to each performance obligation, we evaluated the accuracy and completeness of the underlying data used in the Company’s calculation of the ranges of each standalone selling price and recalculated the established range for the standalone selling price used. We analyzed transaction level detail, such as invoices and price lists, to test that, if necessary, the transaction price was reallocated to bring the amount allocated to the performance obligation within the established range. We evaluated the appropriateness of the methodology used to determine the standalone selling price by comparing such prices to historical analysis and practices observed in the industry. In addition, we performed detailed testing of the underlying transactions in the calculation by agreeing the amounts recognized to source documents and performed an analysis to recalculate the allocation of revenue between performance obligations as part of our overall testing of revenue transactions. Our audit procedures related to the Company’s estimates of variable consideration included, among others, evaluating the significant assumptions and the accuracy and completeness of the underlying data used in the Company's calculation. This included testing the Company's estimate of historical adjustments as a percentage of revenues and the average time period between the original sale and the issuance of the adjustment memo. In addition, we inspected the results of the Company's retrospective review of adjustments reserved compared to actual adjustments issued, evaluated the estimates made based on historical experience and performed sensitivity analyses to evaluate the changes in variable consideration that would result from changes in the Company's significant assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1993.
St. Louis, Missouri
February 16, 2021
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Belden Inc.
Consolidated Balance Sheets
December 31,
2020 2019
(In thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents $ 501,994 $ 407,480
Receivables, net 296,817 334,634
Inventories, net 247,298 231,333
Other current assets 52,289 29,172
Current assets of discontinued operations — 375,135
Total current assets 1,098,398 1,377,754
Property, plant and equipment, less accumulated depreciation 368,620 345,918
Operating lease right-of-use assets 54,787 62,251
Goodwill 1,251,938 1,243,669
Intangible assets, less accumulated amortization 287,071 339,505
Deferred income taxes 29,536 25,216
Other long-lived assets 49,384 12,446
$ 3,139,734 $ 3,406,759
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 244,120 $ 268,466
Accrued liabilities 276,641 283,799
Current liabilities of discontinued operations — 170,279
Total current liabilities 520,761 722,544
Long-term debt 1,573,726 1,439,484
Postretirement benefits 160,400 136,227
Deferred income taxes 38,400 48,725
Long-term operating lease liabilities 46,398 55,652
Other long-term liabilities 42,998 38,308
Stockholders’ equity:
Common stock, par value $ 0.01 per share— 200,000 shares authorized; 50,335 shares issued; 44,643 and 45,458 shares outstanding at 2020 and 2019, respectively
503 503
Additional paid-in capital 823,605 811,955
Retained earnings 450,876 518,004
Accumulated other comprehensive loss ( 191,851 ) ( 63,418 )
Treasury stock, at cost— 5,692 and 4,877 shares at 2020 and 2019, respectively
( 332,552 ) ( 307,197 )
Total Belden stockholders’ equity 750,581 959,847
Noncontrolling interest 6,470 5,972
Total stockholders’ equity 757,051 965,819
$ 3,139,734 $ 3,406,759
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Belden Inc.
Consolidated Statements of Operations
Years Ended December 31,
2020 2019 2018
(In thousands, except per share amounts)
Revenues $ 1,862,716 $ 2,131,278 $ 2,165,702
Cost of sales ( 1,199,427 ) ( 1,337,773 ) ( 1,335,791 )
Gross profit 663,289 793,505 829,911
Selling, general and administrative expenses ( 366,188 ) ( 417,329 ) ( 411,352 )
Research and development expenses ( 107,296 ) ( 94,360 ) ( 91,552 )
Amortization of intangibles ( 64,395 ) ( 74,609 ) ( 75,140 )
Gain from patent litigation — — 62,141
Operating income 125,410 207,207 314,008
Interest expense, net ( 58,888 ) ( 55,814 ) ( 60,839 )
Non-operating pension benefit (cost) ( 395 ) 1,017 ( 99 )
Loss on debt extinguishment — — ( 22,990 )
Income from continuing operations before taxes 66,127 152,410 230,080
Income tax expense ( 11,724 ) ( 42,519 ) ( 62,936 )
Income from continuing operations 54,403 109,891 167,144
Loss from discontinued operations, net of tax ( 99,513 ) ( 486,667 ) ( 6,433 )
Loss from disposal of discontinued operations, net of tax ( 9,948 ) — —
Net income (loss) ( 55,058 ) ( 376,776 ) 160,711
Less: Net income (loss) attributable to noncontrolling interest 104 239 ( 183 )
Net income (loss) attributable to Belden ( 55,162 ) ( 377,015 ) 160,894
Less: Preferred stock dividends — 18,437 34,931
Net income (loss) attributable to Belden common stockholders $ ( 55,162 ) $ ( 395,452 ) $ 125,963
Weighted average number of common shares and equivalents:
Basic 44,778 42,203 40,675
Diluted 44,937 42,416 40,956
Basic income (loss) per share attributable to Belden common stockholders:
Continuing operations attributable to Belden common stockholders $ 1.21 $ 2.16 $ 3.25
Discontinued operations attributable to Belden common stockholders ( 2.22 ) ( 11.53 ) ( 0.16 )
Disposal of discontinued operations attributable to Belden common stockholders ( 0.22 ) — —
Net income (loss) attributable to Belden common stockholders $ ( 1.23 ) $ ( 9.37 ) $ 3.10
Diluted income (loss) per share attributable to Belden common stockholders:
Continuing operations attributable to Belden common stockholders $ 1.21 $ 2.15 $ 3.23
Discontinued operations attributable to Belden common stockholders ( 2.22 ) ( 11.53 ) ( 0.16 )
Disposal of discontinued operations attributable to Belden common stockholders ( 0.22 ) — —
Net income (loss) attributable to Belden common stockholders $ ( 1.23 ) $ ( 9.37 ) $ 3.08
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Belden Inc.
Consolidated Statements of Comprehensive Income
Years Ended December 31,
2020 2019 2018
(In thousands)
Net income (loss) $ ( 55,058 ) $ ( 376,776 ) $ 160,711
Foreign currency translation, net of tax of $ 1.0 million, $ 1.0 million, and $ 1.7 million, respectively
( 112,562 ) 24,121 27,802
Adjustments to pension and postretirement liability, net of tax of $ 1.7 million, $ 1.1 million, and $ 1.0 million, respectively
( 15,477 ) ( 12,168 ) ( 4,690 )
Other comprehensive income (loss), net of tax ( 128,039 ) 11,953 23,112
Comprehensive income (loss) ( 183,097 ) ( 364,823 ) 183,823
Less: Comprehensive income (loss) attributable to noncontrolling interest 498 703 ( 190 )
Comprehensive income (loss) attributable to Belden $ ( 183,595 ) $ ( 365,526 ) $ 184,013
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Belden Inc.
Consolidated Cash Flow Statements
Years Ended December 31,
2020 2019 2018
(In thousands)
Cash flows from operating activities:
Net income (loss) $ ( 55,058 ) $ ( 376,776 ) $ 160,711
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Asset impairment of discontinued operations 113,007 521,441 —
Depreciation and amortization 108,687 139,259 148,632
Share-based compensation 20,030 17,751 18,497
Loss on disposal of business 946 — —
Loss on debt extinguishment — — 22,990
Deferred income tax expense (benefit) ( 19,410 ) ( 23,540 ) 11,300
Changes in operating assets and liabilities, net of the effects of exchange rate changes, acquired businesses, and disposals:
Receivables 70,707 22,926 ( 21,748 )
Inventories ( 8,507 ) 44,477 ( 14,779 )
Accounts payable ( 43,567 ) ( 41,527 ) ( 29,401 )
Accrued liabilities 7,374 ( 17,654 ) 17,238
Income taxes ( 22,823 ) 5,497 ( 4,390 )
Other assets 2,018 ( 16,118 ) ( 18,748 )
Other liabilities ( 40 ) 1,157 ( 1,082 )
Net cash provided by operating activities 173,364 276,893 289,220
Cash flows from investing activities:
Capital expenditures ( 90,215 ) ( 110,002 ) ( 97,847 )
Cash from (used for) business acquisitions, net of cash acquired 590 ( 74,392 ) ( 84,580 )
Proceeds from disposal of tangible assets 3,161 25 1,580
Proceeds from disposal of business, net of cash sold 54,821 — 40,171
Net cash used for investing activities ( 31,643 ) ( 184,369 ) ( 140,676 )
Cash flows from financing activities:
Payments under borrowing arrangements ( 190,000 ) — ( 484,757 )
Payments under share repurchase program ( 35,000 ) ( 50,000 ) ( 175,000 )
Payment of earnout consideration ( 29,300 ) — —
Cash dividends paid ( 9,029 ) ( 34,439 ) ( 43,169 )
Withholding tax payments for share based-payment awards ( 1,388 ) ( 2,149 ) ( 2,094 )
Other ( 194 ) ( 360 ) —
Debt issuance costs paid — — ( 7,609 )
Redemption of stockholders' rights agreement — — ( 411 )
Borrowings under credit arrangements 190,000 — 431,270
Net cash used for financing activities ( 74,911 ) ( 86,948 ) ( 281,770 )
Effect of foreign currency exchange rate changes on cash and cash equivalents 9,299 ( 301 ) ( 7,272 )
Increase (decrease) in cash and cash equivalents 76,109 5,275 ( 140,498 )
Cash and cash equivalents, beginning of year 425,885 420,610 561,108
Cash and cash equivalents, end of year $ 501,994 $ 425,885 $ 420,610
For all periods presented, the 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 Consolidated Financial Statements.
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Belden Inc.
Consolidated Stockholders’ Equity Statements
Belden Inc. Stockholders
Mandatory Convertible Preferred Stock Common Stock Additional
Paid-In
Capital Retained Earnings Treasury Stock Accumulated
Other
Comprehensive
Income (Loss) Non-controlling
Interest Total
Shares Amount Shares Amount Shares Amount
(In thousands)
Balance at December 31, 2017 52 $ 1 50,335 $ 503 $ 1,123,832 $ 833,610 ( 8,316 ) $ ( 425,685 ) $ ( 98,026 ) $ 631 $ 1,434,866
Cumulative effect of change in accounting principles — — — — — ( 29,041 ) — — — — ( 29,041 )
Net income (loss) — — — — — 160,894 — — — ( 183 ) 160,711
Other comprehensive income (loss), net of tax — — — — — — — — 23,119 ( 7 ) 23,112
Exercise of stock options, net of tax withholding forfeitures — — — — ( 883 ) — 20 118 — — ( 765 )
Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — — — ( 2,051 ) — 51 722 — — ( 1,329 )
Share repurchase program — — — — — — ( 2,694 ) ( 175,000 ) — — ( 175,000 )
Share-based compensation — — — — 18,497 — — — — — 18,497
Redemption of stockholders' rights agreement — — — — — ( 411 ) — — — — ( 411 )
Preferred stock dividends — — — — — ( 34,931 ) — — — — ( 34,931 )
Common stock dividends ($ 0.20 per share)
— — — — — ( 8,121 ) — — — — ( 8,121 )
Balance at December 31, 2018 52 $ 1 50,335 $ 503 $ 1,139,395 $ 922,000 ( 10,939 ) $ ( 599,845 ) $ ( 74,907 ) $ 441 $ 1,387,588
Net income (loss) — — — — — ( 377,015 ) — — — 239 ( 376,776 )
Other comprehensive income, net of tax — — — — — — — — 11,489 464 11,953
Acquisition of business with noncontrolling interests — — — — — — — — — 5,195 5,195
Acquisition of noncontrolling interests — — — — ( 398 ) — — — — ( 367 ) ( 765 )
Exercise of stock options, net of tax withholding forfeitures — — — — ( 291 ) — 4 180 — — ( 111 )
Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — — — ( 3,714 ) — 91 1,679 — — ( 2,035 )
Share repurchase program — — — — — — ( 890 ) ( 50,000 ) — — ( 50,000 )
Share-based compensation — — — — 17,751 — — — — — 17,751
Preferred stock conversion ( 52 ) ( 1 ) — — ( 340,788 ) — 6,857 340,789 — — —
Preferred stock dividends — — — — — ( 18,437 ) — — — — ( 18,437 )
Common stock dividends ($ 0.20 per share)
— — — — — ( 8,544 ) — — — — ( 8,544 )
Balance at December 31, 2019 — $ — 50,335 $ 503 $ 811,955 $ 518,004 ( 4,877 ) $ ( 307,197 ) $ ( 63,418 ) $ 5,972 $ 965,819
Cumulative effect of change in accounting principle — — — — — ( 2,916 ) — — — — ( 2,916 )
Net income (loss) — — — — — ( 55,162 ) — — — 104 ( 55,058 )
Other comprehensive income (loss), net of tax — — — — — — — — ( 128,433 ) 394 ( 128,039 )
Retirement Savings Plan stock contributions — — — — ( 1,622 ) — 76 4,276 — — 2,654
Exercise of stock options, net of tax withholding forfeitures — — — — ( 791 ) — 7 610 — — ( 181 )
Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — — — ( 5,967 ) — 78 4,759 — — ( 1,208 )
Share repurchase program — — — — — — ( 976 ) ( 35,000 ) — — ( 35,000 )
Share-based compensation — — — — 20,030 — — — — — 20,030
Common stock dividends ($ 0.20 per share)
— — — — — ( 9,050 ) — — — — ( 9,050 )
Balance at December 31, 2020 $ — $ — 50,335 $ 503 $ 823,605 $ 450,876 ( 5,692 ) $ ( 332,552 ) $ ( 191,851 ) $ 6,470 $ 757,051
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Notes to Consolidated Financial Statements
Note 1: Basis of Presentation
Business Description
Belden Inc. (the Company, us, we, or our) is a global supplier of specialty networking solutions built around two global business platforms – Enterprise Solutions and Industrial 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.
Consolidation
The accompanying Consolidated Financial Statements include Belden Inc. and all of its subsidiaries, including variable interest entities for which we are the primary beneficiary. We eliminate all significant affiliate accounts and transactions in consolidation.
Foreign Currency
For international operations with functional currencies other than the United States (U.S.) dollar, we translate assets and liabilities at current exchange rates; we translate income and expenses using average exchange rates. We report the resulting translation adjustments, as well as gains and losses from certain affiliate transactions, in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. We include exchange gains and losses on transactions in operating income.
We determine the functional currency of our foreign subsidiaries based upon the currency of the primary economic environment in which each subsidiary operates. Typically, that is determined by the currency in which the subsidiary primarily generates and expends cash. We have concluded that the local currency is the functional currency for all of our material subsidiaries.
Reporting Periods
Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31. Our fiscal second and third quarters each have 91 days.
Use of Estimates in the Preparation of the Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and operating results and the disclosure of contingencies. Actual results could differ from those estimates. We make significant estimates with respect to the collectability and valuation of receivables, the valuation of inventory, the realization of deferred tax assets, the valuation of goodwill and indefinite-lived intangible assets, the valuation of contingent liabilities, the calculation of share-based compensation, the calculation of pension and other postretirement benefits expense, and the valuation of acquired businesses.
Reclassifications
We have made certain reclassifications to the 2019 and 2018 Consolidated Financial Statements, primarily as a result of the West Penn Wire business and multi-conductor product line transfer from the Enterprise Solutions segment to the Industrial Solutions segment in 2020. See Note 6.
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Note 2: Summary of Significant Accounting Policies
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.
During 2020, 2019, and 2018 we utilized Level 1 inputs to determine the fair value of cash equivalents and Level 2 and Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 4) and for impairment testing (see Notes 5 and 13). We did not have any transfers between Level 1 and Level 2 fair value measurements during 2020.
Cash and Cash Equivalents
We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. We periodically have cash equivalents consisting of short-term money market funds and other investments. As of December 31, 2020 and 2019, 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.
Accounts Receivable and Revenue Reserves
We classify amounts owed to us and due within twelve months, arising from the sale of goods or services and from other business activities, as current receivables. We classify receivables due after twelve months as other long-lived assets.
At the time of sale, we establish an estimated reserve for trade, promotion, and other special price reductions such as contract pricing, discounts to meet competitor pricing, and on-time payment discounts. We also adjust receivable balances for, among other things, correction of billing errors, incorrect shipments, and settlement of customer disputes. Customers are allowed to return inventory if and when certain conditions regarding the physical state of the inventory and our approval of the return are met. Certain distribution customers are allowed to return inventory at original cost, in an amount not to exceed three percent of the prior year’s purchases, in exchange for an order of equal or greater value. Until we can process these reductions, corrections, and returns (together, the Changes) through individual customer records, we estimate the amount of outstanding Changes and recognize them by reducing revenues. We base these estimates on historical and anticipated sales demand, trends in product pricing, and historical and anticipated Changes patterns. We make revisions to these estimates in the period in which the facts that give rise to each revision become known. Future market conditions might require us to take actions to further reduce prices and increase customer return authorizations. Unprocessed Changes recognized against our gross accounts receivable balance at December 31, 2020 and 2019 totale d $ 25.5 million and $ 29.5 million, respectively. Unprocessed Changes recognized as accrued liabilities at December 31, 2020 and 2019 totaled $ 13.0 million and $ 11.0 million, respectively.
We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. As of December 31, 2020 and 2019, the allowance for doubtf ul accounts totaled $ 5.1 million and $ 2.6 million, respectively. We also recognized bad debt expense, net of recoveries, of $ 2.4 million, $ 0.1 million, and $ 0.2 million in 2020, 2019, and 2018, respectively.
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Inventories and Related Reserves
Inventories are stated at the lower of cost or net realizable value. We determine the cost of all raw materials, work-in-process, and finished goods inventories by the first in, first out method. Cost components of inventories include direct labor, applicable production overhead, and amounts paid to suppliers of materials and products as well as freight costs and, when applicable, duty costs to import the materials and products.
We evaluate the realizability of our inventory on a product-by-product basis in light of historical and anticipated sales demand, technological changes, product life cycle, component cost trends, product pricing, and inventory condition. In circumstances where inventory levels are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not saleable due to condition, or where inventory cost exceeds net realizable value, we record a charge to cost of sales and reduce the inventory to its net realizable value. The allowances for excess and obsolete inventories at December 31, 2020 and 2019 totaled $ 32.3 million and $ 21.2 million, respectively.
Property, Plant and Equipment
We record property, plant and equipment at cost. We calculate depreciation on a straight-line basis over the estimated useful lives of the related assets ranging from 10 to 40 years for buildings, 5 to 12 years for machinery and equipment, and 5 to 10 years for computer equipment and software. Construction in process reflects amounts incurred for the configuration and build-out of property, plant and equipment and for property, plant and equipment not yet placed into service. We charge maintenance and repairs—both planned major activities and less-costly, ongoing activities—to expense as incurred. We capitalize interest costs associated with the construction of capital assets and amortize the costs over the assets’ useful lives. Depreciation expense is included in costs of sales; selling, general and administrative expenses; and research and development expenses in the Consolidated Statements of Operations based on the specific categorization and use of the underlying assets being depreciated.
We review property, plant and equipment to determine whether an event or change in circumstances indicates the carrying values of the assets may not be recoverable. We base our evaluation on the nature of the assets, the future economic benefit of the assets, and any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis. If impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset.
For purposes of impairment testing of long-lived assets, we have identified asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Generally, our asset groups are based on an individual plant or operating facility level. In some circumstances, however, a combination of plants or operating facilities may be considered the asset group due to interdependence of operational activities and cash flows.
Goodwill and Intangible Assets
Our intangible assets consist of (a) definite-lived assets subject to amortization such as developed technology, customer relationships, certain in-service research and development, certain trademarks, backlog, and capitalized software intangible assets, and (b) indefinite-lived assets not subject to amortization such as goodwill, certain trademarks, and certain in-process research and development intangible assets. We record amortization of the definite-lived intangible assets over the estimated useful lives of the related assets, which generally range from one year or less for backlog to more than 25 years for certain of our customer relationships. We determine the amortization method for our definite-lived intangible assets based on the pattern in which the economic benefits of the intangible asset are consumed. In the event we cannot reliably determine that pattern, we utilize a straight-line amortization method.
We test our goodwill and other indefinite-lived intangible assets not subject to amortization for impairment on an annual basis as of our fiscal November month-end or when indicators of impairment exist. We base our estimates on assumptions we believe to be reasonable, but which are not predictable with precision and therefore are inherently uncertain. Actual future results could differ from these estimates.
The accounting guidance related to goodwill impairment testing allows for the performance of an optional qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such an evaluation is made based on the weight of all available evidence and the significance of all identified events and circumstances that may influence the fair value of a reporting unit. If it is more likely than not that the fair value is less than the carrying value, then a quantitative assessment is required for the reporting u nit, as described in the paragraph below. In 2020, we did not perform a qualitative assessment over any of our reporting units.
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For our annual impairment test in 2020, we performed a quantitative assessment for all ten of our reporting units included in continuing operations. Under a quantitative assessment for goodwill impairment, we determine the fair value using the income approach (using Level 3 inputs) as reconciled to our aggregate market capitalization. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then we record an impairment charge based on that difference. In addition to the income approach, we calculate the fair value of our reporting units under a market approach. The market approach measures the fair value of a reporting unit through analysis of financial multiples of comparable businesses. Consideration is given to the financial conditions and operating performance of the reporting unit being valued relative to those publicly-traded companies operating in the same or similar lines of business. Based on our annual goodwill impairment test, the excess of the fair values over the carrying values of our ten reporting units tested under a quantitative income approach ranged from 4% - 345%. As a result, the goodwill balances for our continuing operations reporting units were no t impaired in 2020. Furthermore, we did not recognize any goodwill impairment from continuing operations in 2019 or 2018. See Note 13 for further discussion.
We also evaluate indefinite lived intangible assets for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying values of those assets may no longer be recoverable. We compare the fair value of the asset with its carrying amount. If the carrying amount of the asset exceeds its fair value, we recognize an impairment loss in an amount equal to that excess. We did no t recognize impairment charges for our indefinite lived intangible assets from continuing operations in 2020, 2019, or 2018. See Note 13 for further discussion.
We review intangible assets subject to amortization whenever an event or change in circumstances indicates the carrying values of the assets may not be recoverable. We test intangible assets subject to amortization for impairment and estimate their fair values using the same assumptions and techniques we employ on property, plant and equipment. We did not recognize any impairment charges for amortizable intangible assets from continuing operations in 2020, 2019, or 2018.
Due to its overall financial performance and discontinued operations classification, we performed impairment tests on the Grass Valley disposal group, which resulted in total asset impairments of $ 113.0 million and $ 521.4 million in 2020 and 2019, respectively. The 2019 impairment charge consisted of impairments to goodwill, customer relationships, and trademarks of $ 326.1 million, $ 14.4 million, and $ 1.6 million, respectively, as well as an impairment of the disposal group of $ 179.3 million ($ 180.4 million translated at year-end exchange rates). 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.
Disposals
During 2020, we sold a previously closed operating facility for net proceeds of $ 2.1 million and recognized a $ 0.4 million gain on the sale as well as completed the sale of Grass Valley to Black Dragon Capital - See Note 5.
During 2018, we sold a previously closed operating facility for net proceeds of $ 1.5 million and recognized a $ 0.6 million gain on the sale.
During 2017, we sold our MCS business and a 50 % ownership interest in Xuzhou Hirschmann Electronics Co. Ltd (the Hirschmann JV) for a total purchase price of $ 40.2 million. The $ 40.2 million of proceeds from the sale was collected during 2018.
Pension and Other Postretirement Benefits
Our pension and other postretirement benefit costs and obligations are dependent on the various actuarial assumptions used in calculating such amounts. These assumptions relate to discount rates, salary growth, long-term return on plan assets, health care cost trend rates, mortality tables, and other factors. We base the discount rate assumptions on current investment yields on high-quality corporate long-term bonds. The salary growth assumptions reflect our long-term actual experience and future or near-term outlook. We determine the long-term return on plan assets based on historical portfolio results and management’s expectation of the future economic environment. Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook, and an assessment of likely long-term trends. Actual results that differ from our assumptions are accumulated and, if in excess of the lesser of 10% of the projected benefit obligation or the fair market value of plan assets, are amortized over the estimated future working life of the plan participants.
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Accrued Sales Rebates
We grant incentive rebates to participating customers as part of our sales programs. The rebates are determined based on certain targeted sales volumes. Rebates are paid quarterly or annually in either cash or receivables credits. Until we can process these rebates through individual customer records, we estimate the amount of outstanding rebates and recognize them as accrued liabilities and reductions in our gross revenues. We base our estimates on both historical and anticipated sales demand and rebate program participation. We charge revisions to these estimates back to accrued liabilities and revenues in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to increase sales rebates offered, possibly resulting in an incremental increase in accrued liabilities and an incremental reduction in revenues at the time the rebate is offered. Accrued sales rebates at December 31, 2020 and 2019 totaled $ 32.2 million and $ 37.2 million, respectively.
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. A significant amount of judgment and use of estimates is required to quantify our ultimate exposure in these matters. We review the valuation of these liabilities on a quarterly basis, and we adjust the balances to account for changes in circumstances for ongoing and emerging issues.
We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel, the amounts of which are not currently material. We expense environmental compliance costs, which include maintenance and operating costs with respect to ongoing monitoring programs, as incurred. We evaluate the range of potential costs to remediate environmental sites. The ultimate cost of site clean-up is difficult to predict given the uncertainties of our involvement in certain sites, uncertainties regarding the extent of the required clean-up, the availability of alternative clean-up methods, variations in the interpretation of applicable laws and regulations, the possibility of insurance recoveries with respect to certain sites, and other factors.
We are, from time to time, subject to routine litigation incidental to our business. 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. Assessments regarding the ultimate cost of lawsuits require judgments concerning matters such as the anticipated outcome of negotiations, the number and cost of pending and future claims, and the impact of evidentiary requirements. 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.
Business Combination Accounting
We allocate the consideration of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the consideration over the amount allocated to the assets and liabilities, if any, is recorded to goodwill. We use all available information to estimate fair values. We typically engage third party valuation specialists to assist in the fair value determination of inventories, tangible long-lived assets, and intangible assets other than goodwill. The carrying values of acquired receivables and accounts payable have historically approximated their fair values as of the business combination date. As necessary, we may engage third party specialists to assist in the estimation of fair value for certain liabilities, such as deferred revenue or postretirement benefit liabilities. We adjust the preliminary acquisition accounting, as necessary, typically up to one year after the acquisition closing date as we obtain more information regarding asset valuations and liabilities assumed.
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 3.
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Gain from Patent Litigation
In 2011, the Company’s wholly-owned subsidiary, PPC, filed an action for patent infringement against Corning alleging that Corning infringed two of PPC’s patents. In 2015, a jury found that Corning willfully infringed both patents. Following a series of appeals, we received a pre-tax amount of approximately $ 62.1 million from Corning in 2018. We recorded the $ 62.1 million of cash received as a pre-tax gain from patent litigation during 2018.
Cost of Sales
Cost of sales includes our total cost of inventory sold during the period, including material, labor, production overhead costs, variable manufacturing costs, and fixed manufacturing costs. Production overhead costs include operating supplies, applicable utility expenses, maintenance costs, and scrap. Variable manufacturing costs include inbound, interplant, and outbound freight, inventory shrinkage, and charges for excess and obsolete inventory. Fixed manufacturing costs include the costs associated with our purchasing, receiving, inspection, warehousing, distribution centers, production and inventory control, and manufacturing management. Cost of sales also includes the costs to provide maintenance and support and other professional services.
Shipping and Handling Costs
We recognize fees earned on the shipment of product to customers as revenues and recognize costs incurred on the shipment of product to customers as a cost of sales.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include expenses not directly related to the production of inventory. They include all expenses related to selling and marketing our products, as well as the salary and benefit costs of associates performing the selling and marketing functions. Selling, general and administrative expenses also include salary and benefit costs, purchased services, and other costs related to our executive and administrative functions.
Research and Development Costs
Research and development costs are expensed as incurred.
Advertising Costs
Advertising costs are expensed as incurred . Advertising costs w ere $ 11.6 million , $ 14.7 million, and $ 17.0 million for 2020, 2019, and 2018, respectively.
Share-Based Compensation
We compensate certain employees and non-employee directors with various forms of share-based payment awards and recognize compensation costs for these awards based on their fair values. We estimate the fair values of certain awards, primarily stock appreciation rights (SARs), on the grant date using the Black-Scholes-Merton option-pricing formula, which incorporates certain assumptions regarding the expected term of an award and expected stock price volatility. We develop the expected term assumption based on the vesting period and contractual term of an award, our historical exercise and cancellation experience, our stock price history, plan provisions that require exercise or cancellation of awards after employees terminate, and the extent to which currently available information indicates that the future is reasonably expected to differ from past experience. We develop the expected volatility assumption based on historical price data for our common stock. We estimate the fair value of certain restricted stock units with service vesting conditions and performance vesting conditions based on the grant date stock price. We estimate the fair value of certain restricted stock units with market conditions using a Monte Carlo simulation valuation model with the assistance of a third party valuation firm.
After calculating the aggregate fair value of an award, we use an estimated forfeiture rate to discount the amount of share-based compensation cost expected to be recognized in our operating results over the service period of the award. We develop the forfeiture assumption based on our historical pre-vesting cancellation experience.
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Income Taxes
Income taxes are provided based on earnings reported for financial statement purposes. The provision for income taxes differs from the amounts currently payable to taxing authorities because of the recognition of revenues and expenses in different periods for income tax purposes than for financial statement purposes. Income taxes are provided as if operations in all countries, including the U.S., were stand-alone businesses filing separate tax returns.
We recognize deferred tax assets resulting from tax credit carryforwards, net operating loss carryforwards, and deductible temporary differences between taxable income on our income tax returns and pretax income on our financial statements. Deferred tax assets generally represent future tax benefits to be received when these carryforwards can be applied against future taxable income or when expenses previously reported in our Consolidated Financial Statements become deductible for income tax purposes. A deferred tax asset valuation allowance is required when some portion or all of the deferred tax assets may not be realized. At December 31, 2020 the valuation allowance of $ 84.3 million was primarily related to net operating losses, capital losses and foreign tax credits that we do not expect to realize.
Our effective tax rate is based on expected income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions. We establish accruals for uncertain tax positions when we believe that the full amount of the associated tax benefit may not be realized. To the extent we were to prevail in matters for which accruals have been established or would be required to pay amounts in excess of reserves, there could be a material effect on our income tax provisions in the period in which such determination is made.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”) which removes certain exceptions for investments, intra-period allocations and interim tax calculations, and adds guidance to reduce the complexity in accounting for income taxes. ASU 2019-12 is effective for annual periods beginning after December 15, 2020, with early adoption permitted. The various amendments in ASU 2019-12 are applied on a retrospective basis, modified retrospective basis and prospective basis, depending upon the amendment. The Company did not early adopt this pronouncement and is in the process of evaluating the impact of this amendment on our consolidated financial statements; however, it is not anticipated to be material.
See Note 18, Income Taxes, in the accompanying notes to our consolidated financial statements.
Current-Year Adoption of Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments - Credit Losses . Under the new standard, we are required to recognize estimated credit losses expected to occur over the estimated life or remaining contractual life of an asset (which includes losses that may be incurred in future periods) using a broader range of information including past events, current conditions, and reasonable and supportable forecasts about future economic conditions. We adopted ASU 2016-13 on January 1, 2020, which resulted in an increase to our allowance for doubtful accounts for continuing operations of $ 1.0 million, and an increase for discontinued operations of $ 1.9 million. See further discussion as well as adjustments to the allowance for doubtful accounts under the new credit loss model in Note 9.
Note 3: Revenues
On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. We recorded a net increase to retained earnings of $ 2.6 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact primarily related to sales commissions and software revenues within our Industrial Solutions segment.
Revenues are recognized when control of the promised goods or services is transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Taxes collected from customers and remitted to governmental authorities are not included in our revenues. We do not evaluate a contract for a significant financing component when the time between cash collection and performance is less than one year.
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The following table presents our revenues disaggregated by major product category (in thousands).
Broadband and 5G Cyber-Security Industrial Automation Smart Buildings Total
Revenues
Year Ended December 31, 2020
Enterprise Solutions $ 432,262 $ — $ — $ 440,155 $ 872,417
Industrial Solutions — 110,524 879,775 — 990,299
Total $ 432,262 $ 110,524 $ 879,775 $ 440,155 $ 1,862,716
Year Ended December 31, 2019
Enterprise Solutions $ 401,415 $ — $ — $ 544,626 $ 946,041
Industrial Solutions — 133,039 1,052,198 — 1,185,237
Total $ 401,415 $ 133,039 $ 1,052,198 $ 544,626 $ 2,131,278
Year Ended December 31, 2018
Enterprise Solutions $ 389,246 $ — $ — $ 568,255 $ 957,501
Industrial Solutions — 136,648 1,071,553 — 1,208,201
Total $ 389,246 $ 136,648 $ 1,071,553 $ 568,255 $ 2,165,702
The following tables present our revenues disaggregated by geography, based on the location of the customer purchasing the product (in thousands).
Americas EMEA APAC Total Revenues
Year Ended December 31, 2020
Enterprise Solutions $ 636,492 $ 130,982 $ 104,943 $ 872,417
Industrial Solutions 577,929 256,673 155,697 990,299
Total $ 1,214,421 $ 387,655 $ 260,640 $ 1,862,716
Year Ended December 31, 2019
Enterprise Solutions $ 695,008 $ 135,732 $ 115,301 $ 946,041
Industrial Solutions 742,563 274,030 168,644 1,185,237
Total $ 1,437,571 $ 409,762 $ 283,945 $ 2,131,278
Year Ended December 31, 2018
Enterprise Solutions $ 700,499 $ 135,217 $ 121,785 $ 957,501
Industrial Solutions 758,165 290,562 159,474 1,208,201
Total $ 1,458,664 $ 425,779 $ 281,259 $ 2,165,702
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. 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. Generally, we determine standalone selling price using the prices charged to customers on a standalone basis. 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 was not significant during the year ended December 31, 2020.
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The following table presents estimated and accrued variable consideration:
December 31, 2020 December 31, 2019
(in thousands)
Accrued rebates $ 32,192 $ 37,170
Accrued returns 13,016 10,974
Price adjustment recognized against gross accounts receivable 25,244 28,672
Depending on the terms of an arrangement, we may defer the recognition of a portion 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. The typical use of a time-elapsed unit of measure for support and maintenance contracts reflects the benefit and same pattern of transfer the customer receives from our services under this arrangement over the term of the contract. Consideration allocated to professional services is recognized when or as the services are performed depending on the terms of the arrangement. As of December 31, 2020, total deferred revenue was $ 77.6 million, and of this amount, $ 53.4 million is expected to be recognized within the next twelve months, and the remaining $ 24.2 million is long-term and will be recognized over a period greater than twelve months.
The following table presents deferred revenue activity (in thousands):
Balance at December 31, 2018 $ 72,358
New deferrals 111,812
Revenue recognized ( 114,100 )
Balance at December 31, 2019 $ 70,070
New deferrals 101,066
Revenue recognized ( 93,488 )
Balance at December 31, 2020 $ 77,648
Service-type warranties represent $ 10.4 million of the deferred revenue balance at December 31, 2020, and of this amount $ 3.6 million is expected to be recognized in the next twelve months, and the remaining $ 6.8 million is long-term and will be recognized over a period greater than twelve months.
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 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 were $ 5.8 million, $ 3.4 million, and $ 2.9 million as of December 31, 2020, 2019, and 2018, respectively. For the years ended December 31, 2020, 2019 and 2018, we recogn ized $ 16.3 million, $ 19.0 million, and $ 20.3 million of sales commissions expense in selling, general, and administrative expenses, respectively.
Note 4: Acquisitions
Special Product Company
On December 6, 2019, we purchased and assumed substantially all the assets, and certain specified liabilities of Special Product Company (SPC) for a purchase price of $ 22.5 million. SPC, based in Kansas City, Kansas, is a leading designer, manufacturer, and seller of outdoor cabinet products for optical fiber cable installations. The results of SPC have been included in our Consolidated Financial Statements from December 6, 2019, and are reported within the Enterprise Solutions segment. The acquisition of SPC was not material to our financial position or results of operations.
Opterna
We acquired 100 % of the shares of Opterna International Corp. (Opterna) on April 15, 2019 for a purchase price, net of cash acquired, of $ 51.7 million. Of the $ 51.7 million purchase price, $ 45.9 million was paid in 2019 with cash on hand. The acquisition included a potential earnout, which is based upon future Opterna financial targets through April 15, 2021. The maximum earnout consideration is $ 25.0 million, but based upon a third party valuation specialist using certain assumptions in a discounted cash flow model, the estimated fair value of the earnout included in the purchase price is $ 5.8 million. Opterna is an international fiber optics solution business formerly based in Sterling, Virginia which designs and manufactures a range of
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complementary fiber connectivity, cabinet, and enclosure products used in optical networks. The results of Opterna have been included in our Consolidated Financial Statements from April 15, 2019, and are reported within the Enterprise Solutions segment. Certain subsidiaries of Opterna include noncontrolling interests. Because Opterna has a controlling financial interest in these subsidiaries, they are consolidated into our financial statements. The results that are attributable to the noncontrolling interest holders are presented as net income attributable to noncontrolling interests in the Consolidated Statements of Operations. An immaterial amount of Opterna's annual revenues are generated from transactions with the noncontrolling interests. On October 25, 2019, we purchased the noncontrolling interest of one subsidiary for a purchase price of $ 0.8 million; of which $ 0.4 million was paid at closing and the remaining $ 0.4 million is to be paid in 2021. The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed as of April 15, 2019 (in thousands):
Receivables $ 5,308
Inventory 7,359
Prepaid and other current assets 566
Property, plant, and equipment 1,328
Intangible assets 28,000
Goodwill 35,057
Deferred income taxes 80
Operating lease right-of-use assets 2,204
Other long-lived assets 2,070
Total assets acquired $ 81,972
Accounts payable $ 4,847
Accrued liabilities 4,301
Long-term deferred tax liability 6,813
Long-term operating lease liability 1,923
Other long-term liabilities 7,152
Total liabilities assumed $ 25,036
Net assets $ 56,936
Noncontrolling interest 5,195
Net assets attributable to Belden $ 51,741
The fair value of acquired receivables is $ 5.3 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 value assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations. We did not record any material measurement-period adjustments during 2020.
For the purpose of the above allocation, we based our estimate of fair value for the acquired inventory, intangible assets, and noncontrolling interests on valuation studies performed by a third party valuation firm. We have estimated a fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for post acquisition selling efforts. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the 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 expansion of product offerings in the optical fiber market. Our tax basis in the acquired goodwill is zero. The intangible assets related to the acquisition consisted of the following:
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Fair Value Amortization Period
(In thousands) (In years)
Intangible assets subject to amortization
Developed technologies $ 3,400 5
Customer relationships 22,800 15
Sales backlog 1,300 0.5
Trademarks 500 2.0
Total intangible assets subject to amortization $ 28,000
Intangible assets not subject to amortization:
Goodwill $ 35,057
Total intangible assets not subject to amortization $ 35,057
Total intangible assets $ 63,057
Weighed average amortization period 12.9
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 of the backlog intangible asset was based on our estimate of when the ordered items would ship and control of the items transfers. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.
The following table illustrates the unaudited pro forma effect on operating results as if the Opterna acquisition had been completed January 1, 2018.
Years Ended December 31,
2019 2018
(In thousands, except per share data)
(Unaudited)
Revenues $ 2,139,894 $ 2,213,781
Net income (loss) attributable to Belden common stockholders ( 389,957 ) 123,546
Diluted income (loss) per share attributable to Belden common stockholders $ ( 9.24 ) $ 3.02
For purposes of the pro forma disclosures, the year ended December 31, 2018 includes expenses related to the acquisition, including severance, restructuring, and acquisition costs; amortization of intangible assets; and cost of sales arising from the adjustment of inventory to fair value of $ 5.5 million, $ 3.8 million, and $ 0.5 million, respectively.
The above unaudited pro forma information is presented for information purposes only and does not purport to represent what our results of operations would have been had we completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition.
FutureLink
We acquired the FutureLink product line and related assets from Suttle, Inc. on April 5, 2019 for a purchase price of $ 5.0 million, which was funded with cash on hand. The acquisition of FutureLink allows us to offer a more complete set of fiber product offerings. The results from the acquisition of FutureLink have been included in our Condensed Consolidated Financial Statements from April 5, 2019, and are reported within the Enterprise Solutions segment. The acquisition of FutureLink was not material to our financial position or results of operations.
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Note 5: Discontinued Operations
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.
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. 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 Belden retained. We also ceased depreciating and amortizing the assets of the disposal group once they met the held for sale criteria in the fourth quarter of 2019.
We wrote down the carrying value of Grass Valley and recognized asset impairments totaling $ 113.0 million and $ 521.4 million in 2020 and 2019, respectively. The 2019 impairment charge consisted of impairments to goodwill, customer relationships, and trademarks of $ 326.1 million, $ 14.4 million, and $ 1.6 million, respectively, as well as an impairment of the disposal group of $ 179.3 million ($ 180.4 million translated at year-end exchange rates). 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.
We completed the sale of Grass Valley to Black Dragon Capital on July 2, 2020 and recognized a loss of $ 9.9 million, net of $ 7.5 million income tax expense. The terms of the sale included gross cash consideration of $ 120.0 million, or approximately $ 56.2 million net of cash delivered with the business. The sale also included deferred consideration consisting of a $ 175.0 million seller’s note that is expected to mature 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. We exercised our right during the fourth quarter of 2020 and sold our 9 % equity interest in Grass Valley to Black Dragon Capital for $ 2.7 million. We deconsolidated Grass Valley as of July 2, 2020 and accounted for our equity interest under the cost method for the period that we owned a 9 % interest in Grass Valley. As of December 31, 2020, we do not own any interest in Grass Valley. Grass Valley's operating results for periods after July 2, 2020 are not included in our Consolidated Financial Statements.
The seller’s note accrues PIK interest at an annual rate of 8.5 %. During the year ended December 31, 2020, the seller’s note accrued interest of $ 7.8 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 2020, the amount of transition services totaled $ 2.0 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 years ended December 31, 2020, 2019 and 2018, respectively:
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Years Ended December 31,
2020 2019 2018
(In thousands)
Revenues $ 109,195 $ 360,496 $ 419,666
Cost of sales ( 70,199 ) ( 208,173 ) ( 241,164 )
Gross profit 38,996 152,323 178,502
Selling, general and administrative expenses ( 39,947 ) ( 93,796 ) ( 114,567 )
Research and development expenses ( 15,083 ) ( 37,172 ) ( 49,033 )
Amortization of intangibles — ( 12,782 ) ( 23,689 )
Asset impairment of discontinued operations ( 113,007 ) ( 521,441 ) —
Interest expense, net ( 432 ) ( 819 ) ( 720 )
Non-operating pension cost ( 169 ) ( 221 ) ( 243 )
Loss before taxes $ ( 129,642 ) $ ( 513,908 ) $ ( 9,750 )
The disposal group recognized depreciation and amortization expense of approximately $ 0.0 million, $ 23.7 million, and $ 35.1 million during the years ended December 31, 2020, 2019, and 2018, respectively. The disposal group also had capital expenditures of approximately $ 16.7 million, $ 29.4 million, and $ 22.6 million during the years ended December 31, 2020, 2019, and 2018, respectively. Furthermore, the disposal group incurred stock-based compensation expense/(credits) of $( 0.9 ) million, $ 0.9 million, and $ 1.4 million during the years ended December 31, 2020, 2019, and 2018, respectively. The disposal group did not have any significant non-cash charges for investing activities during the years ended December 31, 2020, 2019, and 2018.
The following table provides the major classes of assets and liabilities of the disposal group as of December 31, 2019 (in thousands):
Assets:
Cash and cash equivalents $ 18,405
Receivables, net 117,386
Inventories, net 55,002
Other current assets 35,187
Property, plant and equipment, less accumulated depreciation 61,233
Operating lease right-of-use assets 16,902
Goodwill 26,707
Intangible assets, less accumulated amortization 143,459
Deferred income taxes 59,560
Other long-lived assets 21,652
Impairment of disposal group ( 180,358 )
Total assets of discontinued operations $ 375,135
Liabilities:
Accounts payable $ 52,425
Accrued liabilities 83,349
Postretirement benefits 6,224
Deferred income taxes 2,740
Long-term operating lease liabilities 20,459
Other long-term liabilities 5,082
Total liabilities of discontinued operations $ 170,279
The disposal group also had $ 42.3 million of accumulated other comprehensive losses as of December 31, 2019.
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Note 6: Operating Segments and Geographic Information
We are organized around two global business platforms: Enterprise Solutions and Industrial Solutions. Each of the global business platforms represents a reportable segment. Effective January 1, 2020, we transferred our West Penn Wire business and multi-conductor product lines from the Enterprise Solutions segment to the Industrial Solutions segment as a result of a shift in responsibilities among the segments. We have recast the prior period segment information to conform to the change in the composition of reportable segments.
The segments design, manufacture, and market a portfolio of signal transmission solutions for mission critical applications used in a variety of end markets. We sell the products manufactured by our segments through distributors or directly to systems integrators, original equipment manufacturers (OEMs), end-users, and installers.
The key measures of segment profit or loss reviewed by our chief operating decision maker are Segment Revenues and Segment EBITDA. Segment Revenues represent non-affiliate revenues and include revenues that would have otherwise been recorded by acquired businesses as independent entities but were not recognized in our Consolidated Statements of Operations due to the effects of purchase accounting and the associated write-down of acquired deferred revenue to fair value. 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 and deferred revenue 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.
Our measure of segment assets does not include cash, goodwill, intangible assets, deferred tax assets, or corporate assets. All goodwill is allocated to reporting units of our segments for purposes of impairment testing.
Operating Segment Information
Enterprise Solutions Years ended December 31,
2020 2019 2018
(In thousands)
Segment revenues $ 872,415 $ 946,041 $ 957,501
Affiliate revenues 1,289 4,162 6,105
Segment EBITDA 99,333 126,925 156,790
Depreciation expense 20,655 19,771 18,490
Amortization of intangibles 21,662 22,324 21,076
Amortization of software development intangible assets 245 175 71
Severance, restructuring, and acquisition integration costs 7,720 10,808 14,863
Purchase accounting effects of acquisitions 125 592 1,690
Acquisition of property, plant and equipment 25,223 42,289 42,624
Segment assets 462,615 487,125 430,128
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Industrial Solutions Years ended December 31,
2020 2019 2018
(In thousands)
Segment revenues $ 990,301 $ 1,185,237 $ 1,208,201
Affiliate revenues 60 11 80
Segment EBITDA 147,626 226,110 237,870
Depreciation expense 21,815 20,638 19,819
Amortization of intangibles 42,733 52,285 54,064
Amortization of software development intangible assets 1,576 350 8
Severance, restructuring, and acquisition integration costs 4,538 15,736 7,762
Acquisition of property, plant and equipment 44,675 35,189 29,529
Segment assets 522,637 504,482 508,843
Total Segments Years ended December 31,
2020 2019 2018
(In thousands)
Segment revenues $ 1,862,716 $ 2,131,278 $ 2,165,702
Affiliate revenues 1,349 4,173 6,185
Segment EBITDA 246,959 353,035 394,660
Depreciation expense 42,470 40,409 38,309
Amortization of intangibles 64,395 74,609 75,140
Amortization of software development intangible assets 1,821 525 79
Severance, restructuring, and acquisition integration costs 12,258 26,544 22,625
Purchase accounting effects of acquisitions 125 592 1,690
Acquisition of property, plant and equipment 69,898 77,478 72,153
Segment assets 985,252 991,607 938,971
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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.
Years Ended December 31,
2020 2019 2018
(In thousands)
Total Segment Revenues $ 1,862,716 $ 2,131,278 $ 2,165,702
Deferred revenue adjustments — — —
Consolidated Revenues $ 1,862,716 $ 2,131,278 $ 2,165,702
Total Segment EBITDA $ 246,959 $ 353,035 $ 394,660
Amortization of intangibles ( 64,395 ) ( 74,609 ) ( 75,140 )
Depreciation expense ( 42,470 ) ( 40,409 ) ( 38,309 )
Severance, restructuring, and acquisition integration costs (1) ( 12,258 ) ( 26,544 ) ( 22,625 )
Purchase accounting effects related to acquisitions (2) ( 125 ) ( 592 ) ( 1,690 )
Amortization of software development intangible assets ( 1,821 ) ( 525 ) ( 79 )
Loss on sale of assets (3) — — ( 94 )
Costs related to patent litigation — — ( 2,634 )
Gain from patent litigation — — 62,141
Eliminations ( 480 ) ( 3,149 ) ( 2,222 )
Consolidated operating income 125,410 207,207 314,008
Interest expense, net ( 58,888 ) ( 55,814 ) ( 60,839 )
Non-operating pension benefit (cost) ( 395 ) 1,017 ( 99 )
Loss on debt extinguishment — — ( 22,990 )
Consolidated income from continuing operations before taxes $ 66,127 $ 152,410 $ 230,080
(1) See Note 15, Severance, Restructuring, and Acquisition Integration Activities, for details .
(2) In 2020 and 2019, we collectively recognized $ 0.1 million and $ 0.6 million, respectively, of cost of sales related to purchase accounting adjustments of acquired inventory to fair value for both our SPC and Opterna acquisitions. In 2018, we made a $ 1.7 million adjustment to increase the earn-out liability associated with an acquisition.
(3) In 2018, we recognized a $ 0.1 million loss on sale of assets for the sale of our MCS business and Hirschmann JV. See Note 2.
Below are reconciliations of other segment measures to the consolidated totals.
Years Ended December 31,
2020 2019 2018
(In thousands)
Total segment assets $ 985,252 $ 991,607 $ 938,971
Cash and cash equivalents
501,994 407,480 407,454
Goodwill
1,251,938 1,243,669 1,206,877
Intangible assets, less accumulated amortization
287,071 339,505 359,931
Deferred income taxes
29,536 25,216 26,459
Corporate assets
83,943 24,147 16,786
Assets of discontinued operations
— 375,135 822,843
Total assets $ 3,139,734 $ 3,406,759 $ 3,779,321
Total segment acquisition of property, plant and equipment $ 69,898 $ 77,478 $ 72,153
Discontinued operations acquisition of property, plant and equipment 16,712 29,414 22,681
Corporate acquisition of property, plant and equipment 3,605 3,110 3,013
Total acquisition of property, plant and equipment $ 90,215 $ 110,002 $ 97,847
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Geographic Information
The Company attributes foreign sales based on the location of the customer purchasing the product. The table below summarizes net sales and long-lived assets for the years ended December 31, 2020, 2019 and 2018 for the following countries: the U.S., Canada, China, and Germany. No other individual foreign country’s net sales or long-lived assets are material to the Company.
United
States Canada China Germany All Other Total
(In thousands, except percentages)
Year ended December 31, 2020
Revenues $ 1,015,340 $ 119,700 $ 111,835 $ 91,187 $ 524,654 $ 1,862,716
Percent of total revenues 55 % 6 % 6 % 5 % 28 % 100 %
Long-lived assets $ 163,731 $ 32,063 $ 44,824 $ 63,100 $ 114,286 $ 418,004
Year ended December 31, 2019
Revenues $ 1,167,033 $ 162,975 $ 109,522 $ 92,913 $ 598,835 $ 2,131,278
Percent of total revenues 55 % 8 % 5 % 4 % 28 % 100 %
Long-lived assets $ 152,214 $ 16,452 $ 40,247 $ 48,272 $ 101,179 $ 358,364
Year ended December 31, 2018
Revenues $ 1,206,401 $ 166,669 $ 107,582 $ 100,691 $ 584,359 $ 2,165,702
Percent of total revenues 56 % 8 % 5 % 4 % 27 % 100 %
Long-lived assets $ 170,368 $ 13,352 $ 36,989 $ 39,724 $ 63,776 $ 324,209
Major Customer
Revenues generated in both the Enterprise Solutions and Industrial Solutions segments from sales to WESCO were approximately $ 271.6 million ( 15 % of revenues), $ 328.2 million ( 15 % of revenues), and $ 361.7 million ( 17 % of revenues) for 2020, 2019, and 2018, respectively. At December 31, 2020, we had $ 17.5 million in accounts receivable outstanding from WESCO, which represented approximately 6 % of our total accounts receivable outstanding at December 31, 2020.
Note 7: 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 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 (loss) attributable to noncontrolling interest in the Consolidated Statements of Operations. The joint venture is not material to our consolidated financial statements as of or for the years ended December 31, 2020, 2019, or 2018.
We acquired Opterna in April 2019. Certain subsidiaries of Opterna include noncontrolling interests. Because we have a controlling financial interest in these subsidiaries, they are consolidated into our financial statements. The results of these subsidiaries were consolidated into our financial statements as of the acquisition date. The results that are attributable to the noncontrolling interest holders are presented as net income (loss) attributable to noncontrolling interests in the Consolidated Statements of Operations. An immaterial amount of Opterna's annual revenues are generated from transactions with the noncontrolling interests. On October 25, 2019, we purchased the noncontrolling interest of one subsidiary for a purchase price of $ 0.8 million; of which $ 0.4 million was paid at closing and the remaining $ 0.4 million will be paid in 2021. The subsidiaries of Opterna that include noncontrolling interests are not material to our consolidated financial statements as of or for the years ended December 31, 2020, 2019 or 2018.
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Note 8: Income Per Share
The following table presents the basis of the income per share computations:
Years Ended December 31,
2020 2019 2018
(In thousands)
Numerator:
Income from continuing operations $ 54,403 $ 109,891 $ 167,144
Less: Net income (loss) attributable to noncontrolling interest 104 239 ( 183 )
Less: Preferred stock dividends — 18,437 34,931
Income from continuing operations attributable to Belden common stockholders 54,299 91,215 132,396
Add: Loss from discontinued operations, net of tax ( 99,513 ) ( 486,667 ) ( 6,433 )
Add: Loss on disposal of discontinued operations, net of tax ( 9,948 ) — —
Net income (loss) attributable to Belden common stockholders $ ( 55,162 ) $ ( 395,452 ) $ 125,963
Denominator:
Weighted average shares outstanding, basic 44,778 42,203 40,675
Effect of dilutive common stock equivalents 159 213 281
Weighted average shares outstanding, diluted 44,937 42,416 40,956
Basic weighted average shares outstanding is used to calculate diluted loss per share when the numerator is a loss because using diluted weighted average shares outstanding would be anti-dilutive.
For the years ended December 31, 2020, 2019, and 2018, diluted weighted average shares outstanding exclude outstanding equity awards of 1.5 million, 1.2 million, and 0.9 million, respectively, which are anti-dilutive. In addition, for the years ended December 31, 2020, 2019, and 2018, diluted weighted average shares outstanding do not include outstanding equity awards of 0.4 million, 0.3 million, and 0.3 million, respectively, because the related performance conditions have not been satisfied. Furthermore, for t he years ended December 31, 2019, and 2018, diluted weighted average shares outstanding do not include the weighted average impact of preferred shares that were convertible into 3.7 million and 6.9 million common shares, respectively, 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. 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 9: Credit Losses
Effective January 1, 2020, we adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments prospectively. This ASU replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables. The amendment requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due, which were not considered under the previous accounting guidance. Upon adoption, we recorded a noncash cumulative effect adjustment to retained earnings of $ 2.9 million. Of this amount, $ 1.0 million related to our continuing operations and $ 1.9 million related to our discontinued operations.
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We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of accounts receivable that may not be collected is based upon the aging of accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible.
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 year ended December 31, 2020 (in thousands).
Balance at December 31, 2019 $ 2,569
Adoption adjustment 1,011
Current period provision 2,282
Recoveries collected ( 637 )
Write-offs ( 114 )
Currency impact 39
Balance at December 31, 2020 $ 5,150
Note 10: Inventories
The major classes of inventories were as follows:
December 31,
2020 2019
(In thousands)
Raw materials $ 106,514 $ 98,530
Work-in-process 32,011 34,717
Finished goods 141,042 119,331
Gross inventories 279,567 252,578
Excess and obsolete reserves ( 32,269 ) ( 21,245 )
Net inventories $ 247,298 $ 231,333
Note 11: Property, Plant and Equipment
The carrying values of property, plant and equipment were as follows:
December 31,
2020 2019
(In thousands)
Land and land improvements $ 29,321 $ 27,502
Buildings and leasehold improvements 136,427 126,580
Machinery and equipment 608,618 558,639
Computer equipment and software 137,512 119,533
Construction in process 63,589 70,993
Gross property, plant and equipment 975,467 903,247
Accumulated depreciation ( 606,847 ) ( 557,329 )
Net property, plant and equipment $ 368,620 $ 345,918
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Depreciation Expense
We recognized depreciation expense in income from continuing operations of $ 42.5 million, $ 40.4 million, and $ 38.3 million in 2020, 2019, and 2018, respectively.
Note 12: 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 15 years, some of which include options to extend the lease for a period of up to 15 years and some include options to terminate the leases within 1 year. 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 as of December 31, 2020 or 2019, and 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.
The components of lease expense were as follows:
Years Ended December 31,
2020 2019
(In thousands)
Operating lease cost $ 14,348 $ 14,622
Finance lease cost
Amortization of right-of-use asset $ 133 $ 142
Interest on lease liabilities 17 22
Total finance lease cost $ 150 $ 164
Supplemental cash flow information related to leases was as follows:
Years Ended December 31,
2020 2019
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 15,489 $ 14,594
Operating cash flows from finance leases 16 25
Financing cash flows from finance leases 158 258
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Supplemental balance sheet information related to leases was as follows:
December 31,
2020 2019
(In thousands, except lease term and discount rate)
Operating leases:
Total operating lease right-of-use assets $ 54,787 $ 62,251
Accrued liabilities $ 14,742 $ 13,900
Long-term operating lease liabilities 46,398 55,652
Total operating lease liabilities $ 61,140 $ 69,552
Finance leases:
Other long-lived assets, at cost $ 764 $ 823
Accumulated depreciation ( 483 ) ( 391 )
Other long-lived assets, net $ 281 $ 432
Weighted Average Remaining Lease Term
Operating leases 5 years 6 years
Finance leases 3 years 3 years
Weighted Average Discount Rate
Operating leases 6.6 % 6.9 %
Finance leases 4.9 % 6.2 %
The following table summarizes maturities of lease liabilities as of December 31, 2020 (in thousands):
2021 $ 19,250
2022 16,305
2023 12,552
2024 9,516
2025 8,718
Thereafter 8,901
Total $ 75,242
The following table summarizes maturities of lease liabilities as of December 31, 2019 (in thousands):
2020 $ 19,086
2021 16,988
2022 14,128
2023 11,598
2024 9,032
Thereafter 16,655
Total $ 87,487
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Note 13: Intangible Assets
The carrying values of intangible assets were as follows:
December 31, 2020 December 31, 2019
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
(In thousands) (In thousands)
Goodwill $ 1,251,938 $ — $ 1,251,938 $ 1,243,669 $ — $ 1,243,669
Definite-lived intangible assets subject to amortization:
Developed technology $ 428,187 $ ( 369,849 ) $ 58,338 $ 413,310 $ ( 331,696 ) $ 81,614
Customer relationships 295,382 ( 128,796 ) 166,586 297,595 ( 110,732 ) 186,863
Trademarks 65,861 ( 36,539 ) 29,322 56,393 ( 30,213 ) 26,180
In-service research and development 11,536 ( 9,774 ) 1,762 10,702 ( 7,160 ) 3,542
Backlog 11,421 ( 11,421 ) — 11,335 ( 10,935 ) 400
Total intangible assets subject to amortization 812,387 ( 556,379 ) 256,008 789,335 ( 490,736 ) 298,599
Indefinite-lived intangible assets not subject to amortization:
Trademarks 31,063 — 31,063 40,106 — 40,106
In-process research and development — — — 800 — 800
Total intangible assets not subject to amortization 31,063 — 31,063 40,906 — 40,906
Intangible assets $ 843,450 $ ( 556,379 ) $ 287,071 $ 830,241 $ ( 490,736 ) $ 339,505
Segment Allocation of Goodwill and Trademarks
The changes in the carrying amount of goodwill assigned to reporting units in our reportable segments are as follows:
Enterprise Solutions Industrial Solutions Consolidated
(In thousands)
Balance at December 31, 2018 $ 432,082 $ 774,795 $ 1,206,877
Acquisitions and purchase accounting adjustments
38,209 — 38,209
Translation impact
( 260 ) ( 1,157 ) ( 1,417 )
Balance at December 31, 2019 $ 470,031 $ 773,638 $ 1,243,669
Acquisitions and purchase accounting adjustments
2,420 — 2,420
Translation impact
2,296 3,553 5,849
Balance at December 31, 2020 $ 474,747 $ 777,191 $ 1,251,938
The changes in the carrying amount of indefinite-lived trademarks are as follows:
Enterprise Solutions Industrial Solutions Consolidated
(In thousands)
Balance at December 31, 2018 $ 27,000 $ 13,270 $ 40,270
Translation impact — ( 164 ) ( 164 )
Balance at December 31, 2019 $ 27,000 $ 13,106 $ 40,106
Reclassify to definite-lived — ( 9,043 ) ( 9,043 )
Balance at December 31, 2020 $ 27,000 $ 4,063 $ 31,063
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Annual Impairment Test
The annual measurement date for our goodwill and indefinite-lived intangible assets impairment test is our fiscal November month-end. For our 2020 goodwill impairment test, we performed a quantitative assessment for all ten of our reporting units and determined the estimated fair values of our reporting units by calculating the present values of their estimated future cash flows using Level 3 inputs. We did not perform a qualitative assessment over our reporting units. We determined that the fair values of the reporting units were in excess of the carrying values; therefore, we did no t record any goodwill impairment for the ten reporting units. We also did no t recognize any goodwill impairment from continuing operations in 2019 or 2018 based upon the results of our annual goodwill impairment testing.
For our annual impairment test in 2020, the excess of the fair values over the carrying values of our ten reporting units tested under a quantitative income approach ranged from 4% - 345%. The assumptions used to estimate fair values were based on the past performance of the reporting unit as well as the projections incorporated in our strategic plan. Significant assumptions 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. We also considered assumptions that market participants may use. In our quantitative assessments, the discount rates ranged from 10.0% to 12.2%, the 2021 to 2030 compounded annual revenue growth rates ranged from 2.5% to 5.8%, and the revenue growth rates beyond 2030 ranged from 2.0% to 3.0%. By their nature, these assumptions involve risks and uncertainties. Furthermore, uncertainties associated with current market conditions increase the inherent risk associated with using an income approach to estimate fair values. While we have adjusted our key assumptions to reflect the current economic conditions, we have also assumed that economic conditions will improve. 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 test our indefinite-lived intangible assets, which consist pri marily of trademarks, for impairment on an annual basis during the fourth quarter. The accounting guidance related to impairment testing for such intangible assets allows for the performance of an optional qualitative assessment, similar to that described above for goodwill. We did not perform any qualitative assessments as part of our indefinite-lived intangible asset impairment testing for 2020. Rather, we performed a quantitative assessment for each of our indefinite-lived trademarks in 2020. Under the quantitative assessments, we determined the fair value of each trademark using a relief from royalty methodology and compared the fair value to the carrying value. Significant assumptions to determine fair value included sales growth, royalty rates, and discount rates. We did no t recognize any trademark impairment charges from continuing operations in 2020, 2019, or 2018.
Disposal Group Impairment
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. As a result, the Grass Valley disposal group, previously included in our Enterprise Solutions segment, was reported within discontinued operations. We also ceased depreciating and amortizing the assets of the disposal group once they met the held for sale criteria in the fourth quarter of 2019. During 2019, we wrote down the carrying value of Grass Valley and recognized asset impairments totaling $ 521.4 million, which consisted of impairments to goodwill, customer relationships, and trademarks of $ 326.1 million, $ 14.4 million, and $ 1.6 million, respectively, as well as an impairment of the disposal group of $ 179.3 million ($ 180.4 million translated at year-end exchange rates). During 2020, we wrote down the carrying value of Grass Valley and recognized asset impairments totaling $ 113.0 million. 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, which was based in part on the assumed proceeds from a divestiture of Grass Valley.
Amortization Expense
We recognized amortization expense in income from continuing operations of $ 66.2 million, $ 74.6 million, and $ 75.1 million in 2020, 2019, and 2018, respectively. We expect to recognize annual amortization expense of $ 35.6 million in 2021, $ 32.9 million in 2022, $ 31.2 million in 2023, $ 29.0 million in 2024, and $ 24.7 million in 2025 related to our intangible assets balance as of December 31, 2020.
The weighted-average amortization period for our customer relationships, trademarks, developed technology, and in-service research and development is 18.2 years, 8.3 years, 6.8 years, and 5.0 years, respectively.
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At the beginning of 2020, we re-evaluated the useful lives of certain trademarks in our Industrial Solutions segment and concluded that indefinite lives for these trademarks was no longer appropriate. We have estimated a useful life of five years and will re-evaluate this estimate if and when our expected use of the trademarks changes. We began amortizing the trademarks in the first quarter of 2020, which resulted in amortization expense of $ 1.8 million for the year ended December 31, 2020. As of December 31, 2020, the net book value of these trademarks totaled $ 7.8 million.
Note 14: Accrued Liabilities
The carrying values of accrued liabilities were as follows:
December 31,
2020 2019
(In thousands)
Wages, severance and related taxes $ 65,892 $ 58,953
Current deferred revenue 53,371 54,255
Accrued rebates 32,192 37,170
Accrued interest 20,610 18,781
Employee benefits 27,707 17,791
Lease liabilities 14,840 14,072
Other (individual items less than 5% of total current liabilities) 62,029 82,777
Accrued liabilities $ 276,641 $ 283,799
At December 31, 2019, our other accrued liabilities balance included earnout consideration of $ 31.4 million in accordance with the purchase agreement for SAM, which was acquired on February 8, 2018 and included in the Grass Valley disposal group. During our fiscal first quarter of 2020, prior to the Grass Valley disposal, we paid the sellers of SAM the full earnout consideration . The acquisition-date fair value of the earnout liability was $ 29.3 million and is reflected as a financing activity in the Consolidated Cash Flow Statement with the remaining $ 2.1 million reflected as an operating activity.
Note 15: Severance, Restructuring, and Acquisition Integration Activities
Cost Reduction Program
During 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 $ 4.0 million and $ 19.6 million of severance and other restructuring costs for this program during 2020 and 2019, 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 million reduction in selling, general, and administrative expenses on an annual basis; approximately $ 40 million of which was realized in 2020, and the full benefit is expected to be materialized in 2021. We also expect to incur incremental costs of approximately $ 8 million for this program in 2021.
FutureLink, Opterna, and SPC Integration Program
In 2019, we began a restructuring program to integrate FutureLink, Opterna, and SPC with our existing businesses. The restructuring and integration activities were focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions. We recognized $ 4.9 million and $ 6.1 million of severance and other restructuring costs for this program during 2020 and 2019, respectively. These costs were incurred by the Enterprise Solutions segment. We expect to incur incremental costs of approximately $ 1 million for this program in 2021.
Industrial Manufacturing Footprint Program
In 2016, we began a program to consolidate our manufacturing footprint, which was later completed in 2018. We recognized severance and other restructuring costs of $ 17.7 million and $ 66.1 million for this program during 2018 and cumulatively, respectively. The costs were incurred by the Enterprise Solutions and Industrial Solutions segments, as the manufacturing locations involved in the program serve both platforms.
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The following table summarizes the costs by segment of the programs described above as well as other immaterial programs and acquisition integration activities:
Severance Other Restructuring
and Integration Costs Total Costs
(In thousands)
Year Ended December 31, 2020
Enterprise Solutions $ 1,345 $ 6,374 $ 7,719
Industrial Solutions 1,706 2,833 4,539
Total $ 3,051 $ 9,207 $ 12,258
Year Ended December 31, 2019
Enterprise Solutions $ 5,018 $ 5,790 $ 10,808
Industrial Solutions 15,736 — 15,736
Total $ 20,754 $ 5,790 $ 26,544
Year Ended December 31, 2018
Enterprise Solutions $ 548 $ 14,315 $ 14,863
Industrial Solutions 240 7,522 7,762
Total $ 788 $ 21,837 $ 22,625
The other restructuring and integration costs primarily consisted of equipment transfers, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs. The majority of the other restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days.
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 Consolidated Statement of Operations:
Years ended December 31,
2020 2019 2018
(In thousands)
Cost of sales $ 704 $ 3,425 $ 17,962
Selling, general and administrative expenses 11,554 23,119 4,546
Research and development expenses — — 117
Total $ 12,258 $ 26,544 $ 22,625
Accrued Severance
The table below sets forth severance activity that occurred for the Cost Reduction Program and SPC, Opterna and FutureLink Integration Program described above. The balances below are included in accrued liabilities (in thousands).
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Balance at December 31, 2019 $ 19,575
New charges 2,529
Cash payments ( 4,483 )
Foreign currency translation ( 89 )
Other adjustments ( 4,147 )
Balance at March 29, 2020 $ 13,385
New charges 4,660
Cash payments ( 4,795 )
Foreign currency translation ( 132 )
Other adjustments ( 1,420 )
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
New charges 992
Cash payments ( 1,823 )
Foreign currency translation ( 95 )
Other adjustments ( 82 )
Balance at December 31, 2020 $ 7,085
The other adjustments were the result of changes in estimates. We experienced higher than expected voluntary turnover during 2020, and as a result, certain previously approved severance actions were not taken.
Note 16: Long-Term Debt and Other Borrowing Arrangements
The carrying values of our long-term debt and other borrowing arrangements were as follows:
December 31,
2020 2019
(In thousands)
Revolving credit agreement due 2022 $ — $ —
Senior subordinated notes:
3.875 % Senior subordinated notes due 2028
428,295 392,910
3.375 % Senior subordinated notes due 2027
550,665 505,170
4.125 % Senior subordinated notes due 2026
244,740 224,520
2.875 % Senior subordinated notes due 2025
367,110 336,780
Total senior subordinated notes 1,590,810 1,459,380
Less unamortized debt issuance costs ( 17,084 ) ( 19,896 )
Long-term debt $ 1,573,726 $ 1,439,484
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Revolving Credit Agreement due 2022
In 2017, we entered into an Amended and Restated Credit Agreement (the Revolver) to amend and restate our prior Revolving Credit Agreement. The Revolver provides a $ 400.0 million multi-currency asset-based revolving credit facility. The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the U.S., Canada, Germany, and the Netherlands. The maturity date of the Revolver is May 16, 2022. 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. We pay a commitment fee on our available borrowing capacity of 0.25 %. In the event we borrow more than 90 % of our borrowing base, we are subject to a fixed charge coverage ratio covenant. We paid approximately $ 2.3 million of fees when we amended the Revolver, which are being amortized over the remaining term of the Revolver. Due to the initial uncertainties arising from the COVID-19 pandemic and out of an abundance of caution, in April 2020 we borrowed $ 190.0 million on our Revolver, which we fully repaid by December 31, 2020 as a result of improved and sufficient liquidity and cash flow. As of December 31, 2020, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 230.2 million.
Senior Subordinated Notes
In March 2018, we completed an offering for € 350.0 million ($ 431.3 million at issuance) aggregate principal amount of 3.875 % senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of December 31, 2020 is $ 428.3 million. The 2 028 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 2027, 2026, and 2025 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, which commenced on September 15, 2018. We paid approximately $ 7.5 million of fees associated with the issuance of the 2028 Notes, which are being amortized over the life of the 2028 Notes using the effective interest method. We used the net proceeds from this offering and cash on hand to repurchase the 2023 and 2024 Notes - see further discussion below.
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 December 31, 2020 is $ 550.7 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 2028, 2026, and 2025 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 € 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 December 31, 2020 is $ 244.7 million. The 2026 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2028, 2027, and 2025 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 April 15 and October 15 of each year.
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 December 31, 2020 is $ 367.1 million. The 2025 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2025 Notes rank equal in right of payment with our senior subordinated notes due 2028, 2027, and 2026 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 had outstanding $ 200 million aggregate principal amount of 5.25 % senior subordinated notes due 2024 (the 2024 Notes). In March 2018, we repurchased $ 188.7 million of the 2024 Notes outstanding for cash consideration of $ 199.8 million, including a prepayment penalty and recognized a $ 13.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. In April 2018, we repurchased the remaining 2024 Notes outstanding for cash consideration of $ 11.9 million, including a prepayment penalty, and recognized a $ 0.8 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.
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We had outstanding € 200.0 million aggregate principal amount of 5.5 % senior subordinated notes due 2023 (the 2023 Notes). In March 2018, we repurchased € 143.1 million of the € 200.0 million 2023 Notes outstanding for cash consideration of € 147.8 million ($ 182.1 million), including a prepayment penalty and recognized a $ 6.2 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. In April 2018, we repurchased the remaining 2023 Notes outstanding for cash consideration of € 58.5 million ($ 71.6 million), including a prepayment penalty, and recognized a $ 2.2 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.
The senior subordinated notes due 2025, 2026, 2027 and 2028 are redeemable after September 15, 2020, October 15, 2021, July 15, 2022, and March 15, 2023, respectively, at the following redemption prices as a percentage of the face amount of the notes:
Senior Subordinated Notes due
2025 2026 2027 2028
Year Percentage Year Percentage Year Percentage Year Percentage
2020 101.438 % 2021 102.063 % 2022 101.688 % 2023 101.938 %
2021 100.719 % 2022 101.375 % 2023 101.125 % 2024 101.292 %
2022 and thereafter 100.000 % 2023 100.688 % 2024 100.563 % 2025 100.646 %
2024 and thereafter 100.000 % 2025 and thereafter 100.000 % 2026 and thereafter 100.000 %
Fair Value of Long-Term Debt
The fair value of our senior subordinated notes as of December 31, 2020 was approximately $ 1,633.7 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $ 1,590.8 million as of December 31, 2020.
Maturities
Maturities on outstanding long-term debt and other borrowings during each of the five years subsequent to December 31, 2020 are as follows (in thousands):
2021 $ —
2022 —
2023 —
2024 —
2025 367,110
Thereafter 1,223,700
$ 1,590,810
Note 17: Net Investment Hedge
All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of December 31, 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 against 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 years ended December 31, 2020, 2019 and 2018, the transaction gain/(loss) associated with the net investment hedge reported in other comprehensive income was $( 56.2 ) million, $ 26.6 million and $ 87.5 million, respectively. During 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.
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Note 18: Income Taxes
Years ended December 31,
2020 2019 2018
(in thousands)
Income (loss) before taxes:
United States operations $ ( 117,819 ) $ 42,833 $ 115,500
Foreign operations 183,946 109,577 114,580
Income before taxes $ 66,127 $ 152,410 $ 230,080
Income tax expense (benefit):
Currently payable
United States federal $ 273 $ 21,893 $ 31,730
United States state and local 91 3,090 3,912
Foreign 11,511 13,859 16,968
11,875 38,842 52,610
Deferred
United States federal ( 1,754 ) 7,567 7,220
United States state and local ( 2,310 ) ( 1,205 ) ( 31 )
Foreign 3,913 ( 2,685 ) 3,137
( 151 ) 3,677 10,326
Income tax expense $ 11,724 $ 42,519 $ 62,936
In addition to the above income tax expense associated with continuing operations, we also recorded an income tax benefit associated with discontinued operations of $ 22.6 million, $ 27.2 million, an d $ 3.3 million in 2020, 2019, and 2018, respectively.
Years Ended December 31,
2020 2019 2018
Effective income tax rate reconciliation from continuing operations:
United States federal statutory rate 21.0 % 21.0 % 21.0 %
State and local income taxes ( 2.6 )% 1.2 % 1.5 %
Impact of change in tax contingencies 2.3 % — % ( 0.7 )%
Foreign income tax rate differences ( 38.2 )% ( 8.6 )% ( 1.0 )%
Impact of change in deferred tax asset valuation allowance 3.1 % 9.2 % 0.3 %
Domestic permanent differences and tax credits 33.9 % 5.1 % 1.9 %
Impact of tax reform — % — % 4.4 %
Impact of CARES act ( 1.8 )% — % — %
17.7 % 27.9 % 27.4 %
In 2020, the most significant difference between the U.S. federal statutory tax rate and our effective tax rate was the impact of foreign tax rate differences. Foreign tax rate differences resulted in an income tax benefit of $ 25.3 million, $ 13.1 million, and $ 2.4 million in 2020, 2019, and 2018, respectively. Additionally, in 2020, 2019 and 2018, our income tax expense was reduced by $ 4.0 million, $ 3.9 million, and $ 3.0 million, respectively, due to a tax holiday for our operations in St. Kitts. The tax holiday in St. Kitts is scheduled to expire in 2022.
An additional significant difference between the U.S. federal statutory tax rate and our effective tax rate was the impact of domestic permanent differences and tax credits. We recognized a total income tax expense from domestic permanent differences and tax credits of $ 22.4 million in 2020, primarily associated with our foreign income inclusions.
In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law in the United States. The Company generated a loss in the U.S. which will be carried back to prior years, as permitted by the CARES Act. The net impact to the tax provision as a result of the net operating loss carry back was a benefit of $ 1.2 million, primarily associated with the re-rate of the net operating loss carry back period.
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If we were to repatriate foreign cash to the U.S., we may be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation. However, it is our intent to permanently reinvest the earnings of our non-U.S. subsidiaries in those operations and for continued non-U.S. growth opportunities. As a result, as of December 31, 2020, we have not made a provision for U.S. or additional foreign withholding taxes.
December 31,
2020 2019
(In thousands)
Components of deferred income tax balances:
Deferred income tax liabilities:
Plant, equipment, and intangibles $ ( 92,271 ) $ ( 96,254 )
Right of use asset ( 17,610 ) ( 16,906 )
( 109,881 ) ( 113,160 )
Deferred income tax assets:
Postretirement, pensions, and stock compensation 35,394 28,169
Reserves and accruals 24,388 15,395
Net operating loss, capital loss, and tax credit carryforwards 107,028 76,456
Lease liability 18,515 17,882
Valuation allowances ( 84,308 ) ( 48,251 )
101,017 89,651
Net deferred income tax liability $ ( 8,864 ) $ ( 23,509 )
On July 2, 2020, we completed the divestiture of Grass Valley to Black Dragon Capital. The increase in pensions and reserves is primarily due to the divestiture of Grass Valley. We derived $ 23.8 million of deferred tax assets in relation to a capital loss in the U.S. for the divestiture of Grass Valley. The increase in deferred tax valuation allowances is primarily due to the valuation allowance against the capital loss of $ 23.8 million that we do not expect to be able to realize prior to expiration and the valuation allowance against the seller’s note allowance.
As of December 31, 2020, we had $ 205.4 million of gross net operating loss carryforwards and $ 57.1 million of tax credit carryforwards. Unless otherwise utilized, net operating loss carryforwards will expire upon the filing of the tax returns for the following respective years: $ 0.9 million in 2020, $ 19.7 million between 2021 and 2024, and $ 126.8 million between 2025 and 2040. Net operating loss with an indefinite carryforward period total $ 58.0 million. Of the $ 205.4 million in net operating loss carryforwards, we have determined, based on the weight of all available evidence, both positive and negative, that we will utilize $ 137.1 million of these net operating loss carryforwards within their respective expiration periods. A valuation allowance has been recorded on the remaining portion of the net operating loss carryforwards.
Unless otherwise utilized, tax credit carryforwards of $ 57.1 million will expire as follows: $ 2.1 million between 2020 and 2024 and $ 49.6 million between 2025 and 2040. Tax credit carryforwards with an indefinite carryforward period total $ 5.4 million. We have determined, based on the weight of all available evidence, both positive and negative, that we will utilize $ 17.3 million of these tax credit carryforwards within their respective expiration periods. A valuation allowance has been recorded on the remaining portion of the tax credit carryforwards.
As of December 31, 2020, we had $ 100.5 million of gross capital loss carryforwards in the U.S. with a full valuation allowance as we do not expect to be able to utilize the capital loss prior to expiration.
The following tables summarize our net operating losses carryforwards and tax credit carryforwards as of December 31, 2020 by jurisdiction:
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Net Operating Loss Carryforwards
(In thousands)
Australia $ 10,546
Germany 15,852
Japan 653
Luxembourg 163
Netherlands 6,578
Other 20,723
United Kingdom 10,720
United States - Federal and various states 140,117
Total $ 205,352
Tax Credit Carryforwards
(In thousands)
United States $ 56,617
Canada 492
Total $ 57,109
In 2020, we recognized a net $ 1.8 million increase to reserves for uncertain tax positions. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
2020 2019
(In thousands)
Balance at beginning of year $ 6,779 $ 6,591
Additions based on tax positions related to the current year 548 488
Additions for tax positions of prior years 1,574 —
Reductions for tax positions of prior years - Settlement ( 328 ) ( 300 )
Balance at end of year $ 8,573 $ 6,779
The balance of $ 8.6 million at December 31, 2020, reflects tax positions that, if recognized, would impact our effective tax rate.
As of December 31, 2020, we believe it is reasonably possible that $ 1.7 million of unrecognized tax benefits will change within the next twelve months primarily attributable to the expected completion of tax audits in foreign jurisdictions.
Our practice is to recognize interest and penalties related to uncertain tax positions in interest expense and operating expenses, respectively. We have approximately $ 0.2 million and $ 0.0 million accrued for the payment of interest and penalties as of December 31, 2020 and 2019, respectively.
Our federal tax return for the tax years 2017 and later remain subject to examination by the Internal Revenue Service. Our state and foreign income tax returns for the tax years 2012 and later remain subject to examination by various state and foreign tax authorities.
Note 19: Pension and Other Postretirement Benefits
We sponsor defined benefit pension plans and defined contribution plans that cover substantially all employees in Canada, the Netherlands, the United Kingdom, the U.S., and certain employees in Germany. Certain defined benefit plans in the United Kingdom are frozen and additional benefits are not being earned by the participants. The U.S. defined benefit pension plan is closed to new entrants. Annual contributions to retirement plans equal or exceed the minimum funding requirements of applicable local regulations. The assets of the funded pension plans we sponsor are maintained in various trusts and are invested primarily in equity and fixed income securities.
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Benefits provided to employees under defined contribution plans include cash contributions by the Company based on either hours worked by the employee or a percentage of the employee’s compensation. Defined contribution expense for 2020, 2019, and 2018 was $ 10.0 million, $ 12.1 million, and $ 11.8 million, respectively.
We sponsor unfunded postretirement medical and life insurance benefit plans for certain of our employees in Canada and the U.S. The medical benefit portion of the U.S. plan is only for employees who retired prior to 1989 as well as certain other employees who were near retirement and elected to receive certain benefits.
The following tables provide a reconciliation of the changes in the plans’ benefit obligations and fair value of assets as well as a statement of the funded status and balance sheet reporting for these plans.
Pension Benefits Other Benefits
Years Ended December 31, 2020 2019 2020 2019
(In thousands)
Change in benefit obligation:
Benefit obligation, beginning of year $ ( 461,352 ) $ ( 412,880 ) $ ( 29,470 ) $ ( 26,143 )
Service cost ( 3,930 ) ( 3,668 ) ( 33 ) ( 35 )
Interest cost ( 9,729 ) ( 12,261 ) ( 809 ) ( 960 )
Participant contributions ( 73 ) ( 86 ) ( 5 ) ( 4 )
Actuarial loss ( 42,284 ) ( 39,329 ) ( 110 ) ( 2,374 )
Divestitures and acquisitions ( 910 ) — — —
Settlements 26,970 49 — —
Curtailments 236 —
Plan amendments ( 226 ) — — —
Foreign currency exchange rate changes ( 15,345 ) ( 9,890 ) ( 427 ) ( 1,260 )
Benefits paid 13,718 16,713 1,356 1,306
Benefit obligation, end of year $ ( 492,925 ) $ ( 461,352 ) $ ( 29,498 ) $ ( 29,470 )
Pension Benefits Other Benefits
Years Ended December 31, 2020 2019 2020 2019
(In thousands)
Change in plan assets:
Fair value of plan assets, beginning of year $ 355,726 $ 311,509 $ — $ —
Actual return on plan assets 32,470 45,896 — —
Employer contributions 6,393 5,673 1,351 1,302
Plan participant contributions 73 86 5 4
Settlements ( 26,945 ) — — —
Foreign currency exchange rate changes 7,803 9,275 — —
Benefits paid ( 13,718 ) ( 16,713 ) ( 1,356 ) ( 1,306 )
Fair value of plan assets, end of year $ 361,802 $ 355,726 $ — $ —
Funded status, end of year $ ( 131,123 ) $ ( 105,626 ) $ ( 29,498 ) $ ( 29,470 )
Amounts recognized in the balance sheets:
Prepaid benefit cost $ 4,780 $ 5,542 $ — $ —
Accrued benefit liability, current ( 3,558 ) ( 3,000 ) ( 1,443 ) ( 1,411 )
Accrued benefit liability, noncurrent ( 132,345 ) ( 108,168 ) ( 28,055 ) ( 28,059 )
Net funded status $ ( 131,123 ) $ ( 105,626 ) $ ( 29,498 ) $ ( 29,470 )
The accumulated benefit obligation for all defined benefit pension plans was $ 518.4 million and $ 456.9 million at December 31, 2020 and 2019, respectively.
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The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with a projected benefit obligation in excess of plan assets were $ 463.2 million, $ 459.2 million, and $ 297.8 million, respectively, as of December 31, 2020 and were $ 404.9 million, $ 400.4 million, and $ 293.7 million, respectively, as of December 31, 2019.
The accumulated benefit obligation and fair value of plan assets for other postretirement benefit plans with an accumulated benefit obligation in excess of plan assets were $ 59.2 million and $ 64.0 million, respectively, as of December 31, 2020 and were $ 29.5 million and $ 0 million, respectively, as of December 31, 2019.
The following table provides the components of net periodic benefit costs for the plans.
Pension Benefits Other Benefits
Years Ended December 31, 2020 2019 2018 2020 2019 2018
(In thousands)
Components of net periodic benefit cost:
Service cost $ 3,930 $ 3,668 $ 4,579 $ 33 $ 35 $ 47
Interest cost 9,729 12,261 11,480 809 960 945
Expected return on plan assets ( 16,357 ) ( 15,699 ) ( 16,389 ) — — —
Amortization of prior service cost (credit) 190 169 ( 42 ) — — —
Settlement loss (gain) 3,153 ( 7 ) 1,342 — — —
Net loss (gain) recognition 2,930 1,432 2,775 ( 59 ) ( 133 ) ( 12 )
Net periodic benefit cost $ 3,575 $ 1,824 $ 3,745 $ 783 $ 862 $ 980
We recorded settlement losses totaling $ 3.2 million during 2020 and $ 1.3 million during 2018. The settlement losses were the result of lump-sum payments to participants that exceeded the sum of the pension plan's respective annual service cost and interest cost amounts.
The following table presents the assumptions used in determining the benefit obligations and the net periodic benefit cost amounts.
Pension Benefits Other Benefits
Years Ended December 31, Years Ended December 31,
2020 2019 2020 2019
Weighted average assumptions for benefit obligations at year end:
Discount rate 1.5 % 2.2 % 2.5 % 2.9 %
Salary increase 3.3 % 3.5 % N/A N/A
Cash balance interest credit rate 4.6 % 4.0 % N/A N/A
Weighted average assumptions for net periodic cost for the year:
Discount rate 2.2 % 3.1 % 2.9 % 3.7 %
Salary increase 3.5 % 3.6 % N/A N/A
Cash balance interest credit rate 4.0 % 4.7 % N/A N/A
Expected return on assets 4.9 % 5.0 % N/A N/A
Assumed health care cost trend rates:
Health care cost trend rate assumed for next year N/A N/A 5.5 % 5.6 %
Rate that the cost trend rate gradually declines to N/A N/A 5.0 % 5.0 %
Year that the rate reaches the rate it is assumed to remain at N/A N/A 2026 2023
Plan assets are invested using a total return investment approach whereby a mix of equity securities and fixed income securities are used to preserve asset values, diversify risk, and achieve our target investment return benchmark. Investment strategies and asset allocations are based on consideration of the plan liabilities, the plan’s funded status, and our financial condition. Investment performance and asset allocation are measured and monitored on an ongoing basis.
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Plan assets are managed in a balanced portfolio comprised of two major components: an asset growth portion and an asset protection portion. The expected role of asset growth investments is to maximize the long-term real growth of assets, while the role of asset protection investments is to generate current income, provide for more stable periodic returns, and provide some protection against a permanent loss of capital.
Absent regulatory or statutory limitations, the target asset allocation for the investment of the assets for our ongoing pension plans is 30 - 50 % in asset protection investments and 50 - 70 % in asset growth investments and for our pension plans where the majority of the participants are in payment or terminated vested status is 50 - 90 % in asset protection investments and 10 - 50 % in asset growth investments. Asset growth investments include a diversified mix of U.S. and international equity, primarily invested through investment funds. Asset protection investments include government securities and investment grade corporate bonds, primarily invested through investment funds and group insurance contracts. We develop our expected long-term rate of return assumptions based on the historical rates of returns for securities and instruments of the type in which our plans invest.
The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the invested assets and future assets to be invested to provide for the benefits included in the projected benefit obligation. We use historic plan asset returns co mbined with current market conditions to estimate the rate of return. The expected rate of return on plan assets is a long-term assumption based on an analysis of historical and forward looking returns considering the plan’s actual and target asset mix.
The following table presents the fair values of the pension plan assets by asset category.
December 31, 2020 December 31, 2019
Fair Market Value at December 31, 2020 Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Investments Measured at NAV Fair Market Value at December 31, 2019 Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Investments Measured at NAV
(In thousands) (In thousands)
Asset Category:
Equity securities(a)
U.S. equities fund $ 86,059 $ 3,012 $ — $ 83,047 $ 131,563 $ 2,793 $ — $ 128,770
Non-U.S. equities fund 61,630 5,602 — 56,028 54,496 5,949 — 48,547
Debt securities(b)
Government bond fund 98,418 — 772 97,646 74,219 — 745 73,474
Corporate bond fund 82,434 — 12,150 70,284 40,940 — 9,854 31,086
Fixed income fund(c) 7,320 — — 7,320 35,895 — 33,701 2,194
Other investments(d) 17,367 — — 17,367 9,462 — — 9,462
Cash & equivalents 8,574 3,230 — 5,344 9,151 167 — 8,984
Total $ 361,802 $ 11,844 $ 12,922 $ 337,036 $ 355,726 $ 8,909 $ 44,300 $ 302,517
(a) This category includes investments in actively managed and indexed investment funds that invest in a diversified pool of equity securities of companies located in the U.S., Canada, Western Europe and other developed countries throughout the world. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. Equity securities held in separate accounts are valued based on observable quoted prices on active exchanges. Funds which are valued using the net asset value method are not included in the fair value hierarchy.
(b) This category includes investments in investment funds that invest in U.S. treasuries; other national, state and local government bonds; and corporate bonds of highly rated companies from diversified industries. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. Funds valued using the net asset value method are not included in the fair value hierarchy.
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(c) This category includes guaranteed insurance contracts and annuity policies.
(d) This category includes investments in hedge funds that pursue multiple strategies in order to provide diversification and balance risk/return objectives, real estate funds, and private equity funds. Funds valued using the net asset method are not included in the fair value hierarchy.
The plans do not invest in individual securities. All investments are through well diversified investment funds. As a result, there are no significant concentrations of risk within the plan assets.
The following table reflects the benefits as of December 31, 2020 expected to be paid in each of the next five years and in the aggregate for the five years thereafter from our pension and other postretirement plans. Because our other postretirement plans are unfunded, the anticipated benefits with respect to these plans will come from our own assets. Because our pension plans are primarily funded plans, the anticipated benefits with respect to these plans will come primarily from the trusts established for these plans.
Pension
Plans Other
Plans
(In thousands)
2021 $ 19,497 $ 1,460
2022 19,044 1,457
2023 20,320 1,458
2024 21,247 1,463
2025 19,417 1,466
2026-2030 99,881 7,413
Total $ 199,406 $ 14,717
We anticipate c ontributing $ 11.4 million and $ 1.5 million to our pension and other postretirement plans, respectively, during 2021.
The pre-tax amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 2020 and the changes in these amounts during the year ended December 31, 2020 are as follows.
Pension
Benefits Other
Benefits
(In thousands)
Components of accumulated other comprehensive loss:
Net actuarial loss (gain) $ 80,671 $ ( 436 )
Net prior service cost 2,798 —
$ 83,469 $ ( 436 )
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Pension
Benefits Other
Benefits
(In thousands)
Changes in accumulated other comprehensive loss:
Net actuarial loss (gain), beginning of year $ 56,746 $ ( 600 )
Amortization of actuarial gain (loss) ( 2,930 ) 59
Actuarial loss 42,048 110
Asset gain ( 16,113 ) —
Settlement loss recognized ( 3,153 ) —
Divestitures and acquisitions 335 —
Currency impact 3,738 ( 5 )
Net actuarial loss (gain), end of year $ 80,671 $ ( 436 )
Prior service cost, beginning of year $ 2,661 $ —
Amortization of prior service cost ( 190 ) —
Prior service cost occurring during the year 226 —
Currency impact 101 —
Prior service cost, end of year $ 2,798 $ —
Note 20: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)
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, 2018 $ ( 41,882 ) $ ( 33,025 ) $ ( 74,907 )
Other comprehensive gain (loss) attributable to Belden before reclassifications 23,657 ( 13,281 ) 10,376
Amounts reclassified from accumulated other comprehensive income — 1,113 1,113
Net current period other comprehensive gain (loss) attributable to Belden 23,657 ( 12,168 ) 11,489
Balance at December 31, 2019 $ ( 18,225 ) $ ( 45,193 ) $ ( 63,418 )
Other comprehensive loss attributable to Belden before reclassifications ( 123,101 ) ( 20,800 ) ( 143,901 )
Amounts reclassified from accumulated other comprehensive income 10,145 5,323 15,468
Net current period other comprehensive loss attributable to Belden ( 112,956 ) ( 15,477 ) (128,433)
Balance at December 31, 2020 $ ( 131,181 ) $ ( 60,670 ) $ ( 191,851 )
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The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss):
Amount Reclassified from
Accumulated Other
Comprehensive Income (Loss) Affected Line Item in the
Consolidated Statements
of Operations and
Comprehensive Income (Loss)
(In thousands)
Amortization of pension and other postretirement benefit plan items:
Settlement loss $ 3,153 (1)
Accumulated losses of Grass Valley disposal group 771 (2)
Actuarial losses 2,871 (1)
Prior service cost 190 (1)
Total before tax 6,985
Tax benefit ( 1,662 )
Total net of tax $ 5,323
(1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 19).
(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 loss on disposal of discontinued operations.
Note 21: Share-Based Compensation
Compensation cost charged against income, primarily selling, general and administrative expense, and the income tax benefit recognized for our share-based compensation arrangements is included below:
Years Ended December 31,
2020 2019 2018
(In thousands)
Total share-based compensation cost $ 19,171 $ 16,802 $ 17,143
Income tax benefit 4,563 3,999 4,080
We currently have outstanding stock appreciation rights (SARs), restricted stock units with service vesting conditions, restricted stock units with performance vesting conditions, and restricted stock units with market conditions. We grant SARs with an exercise price equal to the closing market price of our common stock on the grant date. Generally, SARs may be converted into shares of our common stock in equal amounts on each of the first three anniversaries of the grant date and expire 10 years from the grant date. Certain awards provide for accelerated vesting in certain circumstances, including following a change in control of the Company. Restricted stock units with service conditions generally vest 3 - 5 years from the grant date. Restricted stock units issued based on the attainment of the performance conditions generally vest on the second or third anniversary of their grant date. Restricted stock units issued based on the attainment of market conditions generally vest on the third anniversary of their grant date.
We recognize compensation cost for all awards based on their fair values. The fair values for SARs are estimated on the grant date using the Black-Scholes-Merton option-pricing formula which incorporates the assumptions noted in the following table. Expected volatility is based on historical volatility, and expected term is based on historical exercise patterns of SAR holders. The fair value of restricted stock units with service vesting conditions or performance vesting conditions is the closing market price of our common stock on the date of grant. We estimate the fair value of certain restricted stock units with market conditions using a Monte Carlo simulation valuation model with the assistance of a third party valuation firm. Compensation costs for awards with service conditions are amortized to expense using the straight-line method. Compensation costs for awards with performance conditions and graded vesting are amortized to expense using the graded attribution method.
During the year ended December 31, 2020, certain restricted stock units with performance vesting conditions were modified as a result of approved changes to the performance targets. There were no other changes to the terms of the restricted stock units. The modification was applicable to all employees who were previously granted the affected restricted stock units. Prior to the modification, the performance targets were not expected to be achieved. Therefore, we had not recognized any expense for these restricted stock units on a cumulative basis. As of the modification date, we expect to recognize total incremental compensation expense as a result of the modification of $ 4.4 million, of which $ 1.4 million was recognized in 2020. The remaining expense will be recognized over the applicable service periods, which extend to 2023.
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Years Ended December 31,
2020 2019 2018
(In thousands, except weighted average fair
value and assumptions)
Weighted-average fair value of SARs and options granted $ 18.29 $ 22.31 $ 25.19
Total intrinsic value of SARs converted and options exercised 545 354 2,263
Tax benefit (expense) related to share-based compensation ( 560 ) ( 101 ) 113
Weighted-average fair value of restricted stock shares and units granted 41.75 64.61 72.54
Total fair value of restricted stock shares and units vested 6,600 10,325 5,740
Expected volatility 37.55 % 35.05 % 33.16 %
Expected term (in years) 5.7 5.7 5.6
Risk-free rate 1.44 % 2.56 % 2.70 %
Dividend yield 0.39 % 0.32 % 0.27 %
SARs and Stock Options Restricted Shares and Units
Number Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual Term Aggregate
Intrinsic Value Number Weighted-
Average
Grant-Date
Fair Value
(In thousands, except exercise prices, fair values, and contractual terms)
Outstanding at January 1, 2020 1,367 $ 65.04 n/a n/a 737 $ 68.31
Granted 149 51.14 n/a n/a 565 41.75
Exercised or converted ( 38 ) 38.24 n/a n/a ( 102 ) 64.56
Forfeited or expired ( 167 ) 66.42 n/a n/a ( 247 ) 75.07
Outstanding at December 31, 2020 1,311 $ 64.06 5.7 $ ( 29,054 ) 953 $ 52.50
Vested or expected to vest at December 31, 2020 1,266 $ 64.09 5.7 $ ( 28,096 )
Exercisable or convertible at December 31, 2020 1,021 $ 62.62 5.5 $ ( 24,060 )
At December 31, 2020, the total unrecognized compensat ion cost related to all nonvested awards was $ 25.0 million. That cost is expected to be recognized over a weighted-average period of 1.6 years.
Historically, we have issued treasury shares, if available, to satisfy award c onversions and exercises.
Note 22: Preferred Stock
In 2016, we issued 5.2 million depositary shares, each of which represented 1/100th interest in a share of 6.75 % Series B Mandatory Convertible Preferred Stock (the Preferred Stock), for an offering price of $ 100 per depositary share. We received approximately $ 501 million of net proceeds from this offering, which were used for general corporate purposes. On July 15, 2019, all outstanding Preferred Stock was automatically converted into shares of Belden common stock at the conversion rate of 132.50 , resulting in the issuance of approximately 6.9 million shares of Belden common stock. 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. For the years ended December 31, 2020, 2019, and 2018, dividends on the Preferred Stock were $ 0.0 million, $ 18.4 million, and $ 34.9 million, respectively.
Note 23: Stockholder Rights Plan
On March 27, 2018, our Board of Directors authorized the redemption of all outstanding preferred share purchase rights issued pursuant to the then existing Rights Agreement. Under the former Rights Agreement, one right was attached to each outstanding share of common stock. The rights were redeemed at a redemption price of $ 0.01 per right, resulting in a total payment of $ 0.4 million to the holders of the rights as of the close of business on March 27, 2018.
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Note 24: Share Repurchases
On May 25, 2017, our Board of Directors authorized a share repurchase program, which allowed us to purchase up to $ 200.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program was funded with cash on hand and cash flows from operating activities. During 2018, we repurchased 2.7 million shares of our common stock under the program for an aggregate cost of $ 175.0 million and an average price per share of $ 64.94 ; exhausting the $ 200.0 million authorized under this share repurchase program.
On November 29, 2018, our Board of Directors authorized another 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 securities laws and other restrictions. During 2018, we did no t repurchase any shares of our common stock under this program. During 2019, we repurchased 0.9 million shares of our common stock under the program for an aggregate cost of $ 50.0 million and an average price per share of $ 56.19 . During 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 .
Note 25: Market Concentrations and Risks
Concentrations of Credit
We sell our products to many customers in several markets across multiple geographic areas. The ten largest customers, of which six are distributors, constitute in aggregate approximately 40 %, 39 %, and 40 % of revenues in 2020, 2019, and 2018, respectively.
Unconditional Commodity Purchase Obligations
At December 31, 2020, we were committed to purchase approximately 1.9 million pounds of copper at an aggregate fixed cost of $ 6.0 million. At December 31, 2020, this fixed cost was $ 0.7 million less than the market cost that would be incurred on a spot purchase of the same amount of copper. The aggregate market cost was based on the current market price of copper obtained from the New York Mercantile Exchange.
Labor
Approximately 28 % of our labor force is covered by collective bargaining agreements at various locations around the world. Approximately 25 % of our labor force is covered by collective bargaining agreements that we expect to renegotiate during 2021.
Fair Value of Financial Instruments
Our financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, and debt instruments. The carrying amounts of cash and cash equivalents, trade receivables, and trade payables at December 31, 2020 are considered representative of their respective fair values. The fair value of our senior subordinated notes at December 31, 2020 and 2019 was approximately $ 1,633.7 million and $ 1,532.7 million, respectively, based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $ 1,590.8 million and $ 1,459.4 million as of December 31, 2020 and 2019, respectively.
Note 26: Contingent Liabilities
General
Various claims are asserted against us in the ordinary course of business including those pertaining to income tax examinations, product liability, customer, employment, vendor, and patent matters. Based on facts currently available, management believes that the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, operating results, or cash flow.
Letters of Credit, Guarantees and Bonds
At December 31, 2020, we were party to unused standby letters of credit, bank guarantees, and surety bonds totaling $ 8.5 million, $ 4.1 million, and $ 3.3 million, respectively. These commitments are generally issued to secure obligations we have for a variety of commercial reasons, such as workers compensation self-insurance programs in several states and the importation and exportation of product.
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Note 27: Supplemental Cash Flow Information
Supplemental cash flow information is as follows:
Years Ended December 31,
2020 2019 2018
(In thousands)
Income tax refunds received $ 4,460 $ 4,695 $ 3,920
Income taxes paid ( 25,259 ) ( 40,760 ) ( 52,147 )
Interest paid ( 53,029 ) ( 51,160 ) ( 48,519 )
Note 28: Subsequent Events
On January 29, 2021, we acquired privately held OTN Systems N.V., a leading provider of automation networking infrastructure solutions, for approximately $ 71 million, net of cash acquired. The acquisition was funded with cash on hand. Headquartered in Olen, Belgium, OTN Systems is a leading provider of easy to use and highly-reliable network solutions tailored for specific applications in harsh, mission-critical environments. OTN Systems’ value-added technology allows customers to easily build, maintain, and monitor complex networks in growing industrial markets, such as Process, Power Transmission, and Mass Transit.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.