BELDEN INC. 10-Q

Item 1. Financial Statements BELDEN INC. CONDENSED CONSOLIDATED BALANCE SHEETS July 4, 2021 December 31, 2020 (Unaudited) (In thousands) ASSETS Current assets: Cash and cash equivalents $ 423,291 $ 501,994 Receivables, net 386,133 296,817 Inventories, net 304,821 247,298 Other current assets 50,725 52,289 Total current assets 1,164,970 1,098,398 Property, plant and equipment, less accumulated depreciation 360,338 368,620 Operating lease right-of-use assets 59,509 54,787 Goodwill 1,286,617 1,251,938 Intangible assets, less accumulated amortization 314,283 287,071 Deferred income taxes 30,144 29,536 Other long-lived assets 54,066 49,384 $ 3,269,927 $ 3,139,734 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 299,428 $ 244,120 Accrued liabilities 283,109 276,641 Total current liabilities 582,537 520,761 Long-term debt 1,527,047 1,573,726 Postretirement benefits 152,080 160,400 Deferred income taxes 43,205 38,400 Long-term operating lease liabilities 49,805 46,398 Other long-term liabilities 41,155 42,998 Stockholders’ equity: Common stock 503 503 Additional paid-in capital 827,139 823,605 Retained earnings 518,774 450,876 Accumulated other comprehensive loss ( 159,391 ) ( 191,851 ) Treasury stock ( 319,274 ) ( 332,552 ) Total Belden stockholders’ equity 867,751 750,581 Noncontrolling interests 6,347 6,470 Total stockholders’ equity 874,098 757,051 $ 3,269,927 $ 3,139,734 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. -1- BELDEN INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) Three Months Ended Six Months Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In thousands, except per share data) Revenues $ 601,974 $ 424,811 $ 1,138,355 $ 888,337 Cost of sales ( 390,439 ) ( 274,871 ) ( 735,476 ) ( 567,896 ) Gross profit 211,535 149,940 402,879 320,441 Selling, general and administrative expenses ( 105,554 ) ( 91,703 ) ( 204,003 ) ( 190,092 ) Research and development expenses ( 30,922 ) ( 25,090 ) ( 62,422 ) ( 51,309 ) Amortization of intangibles ( 9,102 ) ( 16,017 ) ( 19,049 ) ( 32,202 ) Operating income 65,957 17,130 117,405 46,838 Interest expense, net ( 14,878 ) ( 14,257 ) ( 30,389 ) ( 27,581 ) Non-operating pension benefit 1,445 700 2,129 1,399 Income from continuing operations before taxes 52,524 3,573 89,145 20,656 Income tax expense ( 8,552 ) ( 400 ) ( 16,432 ) ( 2,592 ) Income from continuing operations 43,972 3,173 72,713 18,064 Loss from discontinued operations, net of tax — ( 71,054 ) — ( 97,164 ) Net income (loss) 43,972 ( 67,881 ) 72,713 ( 79,100 ) Less: Net income (loss) attributable to noncontrolling interest 208 24 283 ( 6 ) Net income (loss) attributable to Belden stockholders $ 43,764 $ ( 67,905 ) $ 72,430 $ ( 79,094 ) Weighted average number of common shares and equivalents: Basic 44,759 44,557 44,717 44,969 Diluted 45,262 44,665 45,162 45,097 Basic income (loss) per share attributable to Belden stockholders: Continuing operations $ 0.98 $ 0.07 $ 1.62 $ 0.40 Discontinued operations — ( 1.59 ) — ( 2.16 ) Net income (loss) $ 0.98 $ ( 1.52 ) $ 1.62 $ ( 1.76 ) Diluted income (loss) per share attributable to Belden stockholders: Continuing operations $ 0.97 $ 0.07 $ 1.60 $ 0.40 Discontinued operations — ( 1.59 ) — ( 2.16 ) Net income (loss) $ 0.97 $ ( 1.52 ) $ 1.60 $ ( 1.76 ) Comprehensive income (loss) attributable to Belden $ 22,499 $ ( 112,351 ) $ 104,890 $ ( 101,217 ) Common stock dividends declared per share $ 0.05 $ 0.05 $ 0.10 $ 0.10 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. -2- BELDEN INC. CONDENSED CONSOLIDATED CASH FLOW STATEMENTS (Unaudited) Six Months Ended July 4, 2021 June 28, 2020 (In thousands) Cash flows from operating activities: Net income (loss) 72,713 $ ( 79,100 ) Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation and amortization 43,272 53,533 Share-based compensation 13,513 8,798 Asset impairment 6,995 113,007 Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals: Receivables ( 90,810 ) 52,602 Inventories ( 50,111 ) ( 9,769 ) Accounts payable 50,158 ( 86,382 ) Accrued liabilities 227 ( 13,697 ) Income taxes 1,474 ( 46,274 ) Other assets ( 6,924 ) 13,971 Other liabilities ( 13,853 ) ( 18,819 ) Net cash provided by (used for) operating activities 26,654 ( 12,130 ) Cash flows from investing activities: Cash from (used for) business acquisitions, net of cash acquired ( 73,749 ) 590 Capital expenditures ( 30,866 ) ( 41,734 ) Purchase of intangible assets ( 3,650 ) — Proceeds from disposal of tangible assets 3,249 3,090 Proceeds from disposal of business, net of cash sold 10,798 — Net cash used for investing activities ( 94,218 ) ( 38,054 ) Cash flows from financing activities: Cash dividends paid ( 4,493 ) ( 4,572 ) Withholding tax payments for share-based payment awards ( 2,009 ) ( 1,058 ) Payments under borrowing arrangements ( 1,841 ) ( 100,000 ) Debt issuance costs paid ( 1,728 ) — Other ( 75 ) ( 111 ) Payments under share repurchase program — ( 35,000 ) Payment of earnout consideration — ( 29,300 ) Borrowings on revolver — 190,000 Net cash provided by (used for) financing activities ( 10,146 ) 19,959 Effect of foreign currency exchange rate changes on cash and cash equivalents ( 993 ) ( 2,620 ) Decrease in cash and cash equivalents ( 78,703 ) ( 32,845 ) Cash and cash equivalents, beginning of period 501,994 425,885 Cash and cash equivalents, end of period $ 423,291 $ 393,040 The Condensed Consolidated Cash Flow Statement for the six months ended June 28, 2020 includes the results of discontinued operations, which were sold on July 2, 2020. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. -3- BELDEN INC. CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS (Unaudited) Belden Inc. Stockholders Additional Accumulated Other Non-controlling Common Stock Paid-In Retained Treasury Stock Comprehensive Shares Amount Capital Earnings Shares Amount Income (Loss) Interests Total (In thousands) Balance at December 31, 2020 50,335 $ 503 $ 823,605 $ 450,876 ( 5,692 ) $ ( 332,552 ) $ ( 191,851 ) $ 6,470 $ 757,051 Net income — — — 28,666 — — — 75 28,741 Other comprehensive income (loss), net of tax — — — — — — 53,725 ( 197 ) 53,528 Acquisition of business with noncontrolling interests — — — — — — — 20 20 Retirement Savings Plan stock contributions — — ( 493 ) — 45 2,496 — — 2,003 Exercise of stock options, net of tax withholding forfeitures — — ( 723 ) — 9 541 — — ( 182 ) Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 2,403 ) — 27 1,680 — — ( 723 ) Share-based compensation — — 7,285 — — — — — 7,285 Common stock dividends ($ 0.05 per share) — — — ( 2,263 ) — — — — ( 2,263 ) Balance at April 4, 2021 50,335 $ 503 $ 827,271 $ 477,279 ( 5,611 ) $ ( 327,835 ) $ ( 138,126 ) $ 6,368 $ 845,460 Net income — — — 43,764 — — — 208 43,972 Other comprehensive loss, net of tax — — — — — — ( 21,265 ) ( 229 ) ( 21,494 ) Retirement Savings Plan stock contributions — — ( 418 ) — 66 3,723 — — 3,305 Exercise of stock options, net of tax withholding forfeitures — — ( 147 ) — 2 100 — — ( 47 ) Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 5,795 ) — 83 4,738 — — ( 1,057 ) Share-based compensation — — 6,228 — — — — — 6,228 Common stock dividends ($ 0.05 per share) — — — ( 2,269 ) — — — — ( 2,269 ) Balance at July 4, 2021 50,335 $ 503 $ 827,139 $ 518,774 ( 5,460 ) $ ( 319,274 ) $ ( 159,391 ) $ 6,347 $ 874,098 -4- Belden Inc. Stockholders Additional Accumulated Other Non-controlling Common Stock Paid-In Retained Treasury Stock Comprehensive Shares Amount Capital Earnings Shares Amount Income (Loss) Interests Total (In thousands) Balance at December 31, 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 loss — — — ( 11,189 ) — — — ( 30 ) ( 11,219 ) Other comprehensive income (loss), net of tax — — — — — — 22,323 ( 150 ) 22,173 Exercise of stock options, net of tax withholding forfeitures — — ( 542 ) — 7 370 — — ( 172 ) Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 2,631 ) — 29 1,800 — — ( 831 ) Share repurchase program — — — — ( 592 ) ( 21,239 ) — — ( 21,239 ) Share-based compensation — — 3,708 — — — — — 3,708 Common stock dividends ($ 0.05 per share) — — — ( 2,288 ) — — — — ( 2,288 ) Balance at March 29, 2020 50,335 $ 503 $ 812,490 $ 501,611 ( 5,433 ) $ ( 326,266 ) $ ( 41,095 ) $ 5,792 $ 953,035 Net income (loss) — — — ( 67,905 ) — — — 24 ( 67,881 ) Other comprehensive income (loss), net of tax — — — — — — ( 44,446 ) 147 ( 44,299 ) Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 1,598 ) — 27 1,543 — — ( 55 ) Share repurchase program — — — — ( 384 ) ( 13,761 ) — — ( 13,761 ) Share-based compensation — — 5,090 — — — — — 5,090 Common stock dividends ($ 0.05 per share) — — — ( 2,247 ) — — — — ( 2,247 ) Balance at June 28, 2020 50,335 $ 503 $ 815,982 $ 431,459 ( 5,790 ) $ ( 338,484 ) $ ( 85,541 ) $ 5,963 $ 829,882 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. -5- BELDEN INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1: Summary of Significant Accounting Policies Basis of Presentation The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation. The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2020: • Are prepared from the books and records without audit, and • Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but • Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2020 Annual Report on Form 10-K . Business Description We are a global supplier of specialty networking solutions built around two global businesses - 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. 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, which was April 4, 2021, the 94th day of our fiscal year 2021. Our fiscal second and third quarters each have 91 days. The six months ended July 4, 2021 and June 28, 2020 included 185 days and 180 days, respectively. Fair Value Measurement Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: • Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and • Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. As of and during the three and six months ended July 4, 2021 and June 28, 2020, we utilized Level 1 inputs to determine the fair value of cash equivalents, and we utilized Level 2 and Level 3 inputs to determine the fair value of net assets acquired in business combinations (see Note 3) and for impairment testing (see Notes 4 and 11). We did not have any transfers between Level 1 and Level 2 fair value measurements during the six months ended July 4, 2021 and June 28, 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 July 4, 2021, 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. -6- During the six months ended June 28, 2020, we paid the sellers of Snell Advanced Media (SAM) the full earnout consideration of $ 31.4 million in cash in accordance with the purchase agreement. SAM was acquired on February 8, 2018 and was included in the Grass Valley disposal group. Contingent Liabilities We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable, the amounts of which are currently not material. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a material adverse effect on our financial position, results of operations, or cash flow. As of July 4, 2021, we were party to bank guaranties, standby letters of credit, and surety bonds totaling $ 6.9 million, $ 6.9 million, and $ 3.3 million, respectively. Revenue Recognition We recognize revenue consistent with the principles as outlined in the following five step model: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) each performance obligation is satisfied. See Note 2. Subsequent Events We evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure. 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 Condensed Consolidated Statements of Operations. The joint venture is not material to our Condensed Consolidated financial statements as of or for the periods ended July 4, 2021 and June 28, 2020. Furthermore, certain subsidiaries of our Opterna and OTN Systems N.V. (OTN) businesses, which we acquired in April of 2019 and January 2021, respectively, 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 respective acquisition dates. The results that are attributable to the noncontrolling interest holders are presented as net income (loss) attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations. An immaterial amount of Opterna's annual revenues are generated from transactions with the noncontrolling interests. The subsidiaries of Opterna and OTN that include noncontrolling interests are not material to our Condensed Consolidated financial statements as of or for the periods ended July 4, 2021 and June 28, 2020. Note 2: Revenues 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. The following tables present our revenues disaggregated by major product category. -7- Broadband & 5G Cyber-security Industrial Automation Smart Buildings Total Revenues Three Months Ended July 4, 2021 (In thousands) Enterprise Solutions $ 124,760 $ — $ — $ 142,768 $ 267,528 Industrial Solutions — 26,120 308,326 — 334,446 Total $ 124,760 $ 26,120 $ 308,326 $ 142,768 $ 601,974 Three Months Ended June 28, 2020 Enterprise Solutions $ 110,612 $ — $ — $ 92,762 $ 203,374 Industrial Solutions — 25,726 195,711 — 221,437 Total $ 110,612 $ 25,726 $ 195,711 $ 92,762 $ 424,811 Six Months Ended July 4, 2021 Enterprise Solutions $ 229,851 $ — $ — $ 264,032 $ 493,883 Industrial Solutions — 53,825 590,647 — 644,472 Total $ 229,851 $ 53,825 $ 590,647 $ 264,032 $ 1,138,355 Six Months Ended June 28, 2020 Enterprise Solutions $ 206,715 $ — $ — $ 208,872 $ 415,587 Industrial Solutions — 51,445 421,305 — 472,750 Total $ 206,715 $ 51,445 $ 421,305 $ 208,872 $ 888,337 The following tables present our revenues disaggregated by geography, based on the location of the customer purchasing the product. Americas EMEA APAC Total Revenues Three Months Ended July 4, 2021 (In thousands) Enterprise Solutions $ 192,138 $ 40,468 $ 34,922 $ 267,528 Industrial Solutions 196,567 86,762 51,117 334,446 Total $ 388,705 $ 127,230 $ 86,039 $ 601,974 Three Months Ended June 28, 2020 Enterprise Solutions $ 154,844 $ 26,150 $ 22,380 $ 203,374 Industrial Solutions 124,640 57,260 39,537 221,437 Total $ 279,484 $ 83,410 $ 61,917 $ 424,811 Six Months Ended July 4, 2021 Enterprise Solutions $ 354,814 $ 78,404 $ 60,665 $ 493,883 Industrial Solutions 381,715 168,042 94,715 644,472 Total $ 736,529 $ 246,446 $ 155,380 $ 1,138,355 Six Months Ended June 28, 2020 Enterprise Solutions $ 310,273 $ 62,012 $ 43,302 $ 415,587 Industrial Solutions 281,040 123,226 68,484 472,750 Total $ 591,313 $ 185,238 $ 111,786 $ 888,337 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 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 relative selling price using the prices charged to customers on a standalone basis. -8- The amount of consideration we receive and revenue we recognize varies due to rebates, returns, and price adjustments. We estimate the expected rebates, returns, and price adjustments based on an analysis of historical experience, anticipated sales demand, and trends in product pricing. We adjust our estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three and six months ended July 4, 2021 and June 28, 2020. The following table presents estimated and accrued variable consideration: July 4, 2021 December 31, 2020 (in thousands) Accrued rebates $ 35,831 $ 32,192 Accrued returns 12,003 13,016 Price adjustments recognized against gross accounts receivable 27,718 25,244 Depending on the terms of an arrangement, we may defer the recognition of some or all of the consideration received because we have to satisfy a future obligation. Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service. Consideration allocated to professional services is typically recognized wh en or as the services are performed depending on the terms of the arrangement. As of July 4, 2021, total deferred revenue was $ 82.1 million, and of this amount, $ 57.3 million is expected to be recognized within the next twelve months, and the remaining $ 24.8 million is long- term and is expected to be recognized over a period greater than twelve months. The following table presents deferred revenue activity during the three and six months ended July 4, 2021 and June 28, 2020: 2021 2020 (In thousands) Beginning balance at January 1 $ 77,648 $ 70,070 New deferrals 24,505 23,830 Acquisition of OTN 5,997 — Revenue recognized ( 24,387 ) ( 24,415 ) Balance at the end of Q1 $ 83,763 $ 69,485 New deferrals 20,596 21,322 Adjustments related to acquisitions ( 2,740 ) — Revenue recognized ( 19,542 ) ( 22,200 ) Balance at the end of Q2 $ 82,077 $ 68,607 Service-type warr anties represent $ 11.0 million of the deferred revenue balance at July 4, 2021, and of this amount $ 3.9 million is expected to be recognized in the next twelve months, and the remaining $ 7.1 million is long-t erm 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 original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. Total capitalized sales commissions was $ 6.2 million and $ 4.6 million as of July 4, 2021 and June 28, 2020, respectively. The following table presents sales commissions that are recorded within selling, general and administrative expenses: Three Months ended Six Months ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In thousands) Sales commissions $ 4,715 $ 3,856 $ 8,592 $ 8,030 -9- Note 3: Acquisitions OTN Systems N.V. We acquired 100 % of the shares of OTN on January 29, 2021 for a preliminary purchase price, net of cash acquired, of $ 73.3 million, which was funded with cash on hand. OTN, based in Olen, Belgium, is a leading provider of easy to use and highly-reliable network solutions tailored for specific applications in harsh, mission-critical environments. The acquisition of OTN supports one of our key strategic priorities related to the growing demand for industrial automation by adding proprietary technology and mission-critical hardware and software products for more complete end-to-end solutions. The results of OTN have been included in our Condensed Consolidated Financial Statements from January 29, 2021, and are reported within the Industrial Solutions segment. Belden assumed $ 1.8 million of OTN's debt as part of the transaction, which was subsequently paid on the acquisition date. A subsidiary of OTN includes a noncontrolling interest. Because OTN has a controlling financial interest in the subsidiary, it is consolidated into our financial statements. The results that are attributable to the noncontrolling interest holder are presented as net income (loss) attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations. The following table summarizes the estimated, preliminary fair values of the assets acquired and the liabilities assumed as of January 29, 2021 (in thousands): Receivables $ 5,036 Inventories 10,700 Other current assets 1,361 Property, plant and equipment 602 Intangible assets 39,930 Goodwill 39,550 Operating lease right-of-use assets 4,144 Other long-lived assets 706 Total assets acquired $ 102,029 Accounts payable $ 5,931 Accrued liabilities 4,486 Deferred revenues 3,260 Long-term debt 1,841 Post retirement benefits 3,581 Deferred income taxes 5,522 Long-term operating lease liabilities 3,271 Other long-term liabilities 771 Total liabilities assumed $ 28,663 Net assets $ 73,366 Noncontrolling interests 20 Net assets attributable to Belden $ 73,346 The above purchase price allocation is preliminary, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of receivables, inventories, intangible assets, goodwill, deferred income taxes, other assets and liabilities, and noncontrolling interests are subject to change. A change in the estimated fair value of the net assets acquired or noncontrolling interests will change the amount of the purchase price allocable to goodwill. During the second quarter of 2021, we recorded measurement-period adjustments that increased goodwill by $ 0.2 million. The impact of these adjustments to the Condensed Consolidated Statements of Operations was immaterial. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the preliminary fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations. -10- The preliminary fair value of acquired receivables is $ 5.0 million, which is equivalent to its gross contractual amount. For purposes of the above allocation, we based our preliminary estimate of the fair values for the acquired inventory, intangible assets, deferred revenue, and noncontrolling interests on valuation studies performed by a third party valuation firm. We have estimated a preliminary 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 our post acquisition selling efforts. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets and deferred revenue (Level 3 valuation). Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to the expansion of industrial automation product offerings in complete end-to-end solutions. Our tax basis in the acquired goodwill is zero . The intangible assets related to the acquisition consisted of the following: Fair Value Amortization Period (In thousands) (In years) Intangible assets subject to amortization: Developed technologies $ 26,400 6.8 Customer relationships 6,200 15.0 Sales backlog 3,600 5.0 Trademarks 3,070 14.8 Non-compete agreements 660 2 Total intangible assets subject to amortization $ 39,930 Intangible assets not subject to amortization: Goodwill $ 39,550 n/a Total intangible assets not subject to amortization $ 39,550 Total intangible assets $ 79,480 Weighted average amortization period 8.5 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 useful life of the non-compete agreements was based on the term of the agreements. Our consolidated revenues and income before taxes for the three months ended July 4, 2021 included $ 8.8 million and $( 0.8 ) million, respectively, from OTN. For the three months ended July 4, 2021, income before taxes included $ 0.3 million of severance and other restructuring costs, $ 0.7 million of amortization of intangible assets, and $ 1.2 million of cost of sales related to the adjustment of acquired inventory to fair value for OTN. Our consolidated revenues and income before taxes for the six months ended July 4, 2021 included $ 12.9 million and $( 4.2 ) million, respectively, from OTN. For the six months ended July 4, 2021, income before taxes included $ 1.7 million of severance and other restructuring costs, $ 2.3 million of amortization of intangible assets, and $ 2.0 million of cost of sales related to the adjustment of acquired inventory to fair value for OTN. -11- The following table illustrates the unaudited pro forma effect on operating results as if the OTN acquisition had been completed as of January 1, 2020. Three Months Ended Six Months Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In thousands, except per share data) (Unaudited) Revenues $ 603,171 $ 432,941 $ 1,140,750 $ 901,641 Net income from continuing operations attributable to Belden common stockholders 38,133 2,015 61,503 13,213 Diluted income from continuing operations per share attributable to Belden common stockholders $ 0.84 $ 0.05 $ 1.36 $ 0.29 The above unaudited pro forma financial information is presented for informational 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. Opterna International Corp. Our acquisition of Opterna International Corp. (Opterna) in 2019 included potential earn-out consideration. As of the acquisition date, we estimated the fair value of the earn-out to be $ 5.8 million. The earn-out period ended in 2021, and the financial targets tied to the earn-out were not achieved. We reduced the earn-out liability to zero and recognized a $ 5.8 million benefit in Selling, General and Administrative Expenses in the six months ended July 4, 2021. This benefit was excluded from Segment EBITDA of our Enterprise Solutions segment. Note 4: Disposals We classify assets and liabilities as held for sale (disposal group) when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When we classify a disposal group as held for sale, we test for impairment. An impairment charge is recognized when the carrying value of the disposal group exceeds the estimated fair value, less costs to sell. We also cease depreciation and amortization for assets classified as held for sale. During the first quarter of 2021, we committed to a plan to sell our oil and gas cable business in Brazil that met all of the criteria to classify the assets and liabilities of this business, formerly part of the Industrial Solutions segment, as held for sale. At such time, the carrying value of the disposal group exceeded the fair value less costs to sell, which we determined based upon the expected sale price, by $ 3.4 million. Therefore, we recognized an impairment charge in Selling, General and Administrative Expenses equal to this amount in the first quarter of 2021. The impairment charge was excluded from Segment EBITDA of our Industrial Solutions segment. We completed the sale of our oil and gas cable business in Brazil during the second quarter of 2021 for $ 10.9 million, net of cash delivered with the business. Note 5: Discontinued Operations 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, the divestiture of Grass Valley represented a strategic shift that had 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, was reported within discontinued operations. The Grass Valley disposal group excluded certain Grass Valley pension liabilities that we retained. We also ceased depreciating and amortizing the assets of the disposal group once they met the held for sale criteria during the fourth quarter of 2019. -12- We completed the sale of Grass Valley to Black Dragon Capital on July 2, 2020 for gross cash consideration of $ 120.0 million, or approximately $ 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. The seller’s note accrues PIK interest at an annual rate of 8.5 %. During the three and six months ended July 4, 2021, the seller's note accrued interest of $ 4.0 million and $ 7.7 million, respectively, which we reserved for based on our expected loss allowance methodology. 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. Grass Valley's operating results for periods after July 2, 2020 are not included in our Consolidated Financial Statements. The following table summarizes the operating results of the disposal group for the three and six months ended June 28, 2020 (in thousands): Three Months Ended Six Months Ended June 28, 2020 June 28, 2020 (In Thousands) Revenues $ 56,812 $ 107,861 Cost of sales ( 33,989 ) ( 69,191 ) Gross profit 22,823 38,670 Selling, general and administrative expenses ( 19,342 ) ( 36,861 ) Research and development expenses ( 5,974 ) ( 14,473 ) Asset impairment of discontinued operations ( 89,810 ) ( 113,007 ) Interest expense, net ( 214 ) ( 420 ) Non-operating pension cost ( 111 ) ( 196 ) Loss before taxes $ ( 92,628 ) $ ( 126,287 ) We wrote down the carrying value of Grass Valley and recognized asset impairments totaling $ 89.8 million and $ 113.0 million in the three and six months ended June 28, 2020, respectively. We determined the estimated fair values of the assets and of the reporting unit by calculating the present values of their estimated future cash flows. The disposal group had capital expenditures of approximately $ 8.5 million and $ 16.4 million during the three and six months ended June 28, 2020, respectively. The disposal group recognized credits to stock-based compensation of $ 0.0 million and $ 0.9 million during the three and six months ended June 28, 2020, respectively. The disposal group did not have any significant non-cash charges for investing activities during the six months ended June 28, 2020 . Note 6: Reportable Segments We are organized around two global businesses: Enterprise Solutions and Industrial Solutions. Each of the global businesses represents a reportable segment. The key measures of segment profit or loss 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 Condensed Consolidated Statements of Operations and Comprehensive Income 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 -13- 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. Inter-company revenues between our segments is not material. Enterprise Solutions Industrial Solutions Total Segments (In thousands) As of and for the three months ended July 4, 2021 Segment revenues $ 267,528 $ 335,295 $ 602,823 Segment EBITDA 35,269 56,731 92,000 Depreciation expense 5,365 6,002 11,367 Amortization of intangibles 4,439 4,663 9,102 Amortization of software development intangible assets 20 587 607 Severance, restructuring, and acquisition integration costs 2,460 580 3,040 Adjustments related to acquisitions and divestitures ( 32 ) 1,944 1,912 Segment assets 522,635 625,325 1,147,960 As of and for the three months ended June 28, 2020 Segment revenues $ 203,374 $ 221,437 $ 424,811 Segment EBITDA 22,231 26,449 48,680 Depreciation expense 5,122 5,210 10,332 Amortization of intangibles 5,354 10,663 16,017 Amortization of software development intangible assets 56 330 386 Severance, restructuring, and acquisition integration costs 2,423 2,049 4,472 Adjustments related to acquisitions and divestitures 105 — 105 Segment assets 502,767 464,862 967,629 As of and for the six months ended July 4, 2021 Segment revenues $ 493,883 $ 645,321 $ 1,139,204 Segment EBITDA 63,375 108,094 171,469 Depreciation expense 10,715 12,212 22,927 Amortization of intangibles 8,775 10,274 19,049 Amortization of software development intangible assets 52 1,244 1,296 Severance, restructuring, and acquisition integration costs 4,375 3,836 8,211 Adjustments related to acquisitions and divestitures ( 6,318 ) 8,851 2,533 Segment assets 522,635 625,325 1,147,960 As of and for the six months ended June 28, 2020 Segment revenues $ 415,587 $ 472,750 $ 888,337 Segment EBITDA 46,943 61,976 108,919 Depreciation expense 10,203 10,411 20,614 Amortization of intangibles 10,858 21,344 32,202 Amortization of software development intangible assets 111 605 716 Severance, restructuring, and acquisition integration costs 4,973 3,118 8,091 Adjustments related to acquisitions and divestitures 125 — 125 Segment assets 502,767 464,862 967,629 -14- The following table is a reconciliation of the total of the reportable segments’ Revenues and EBITDA to consolidated revenues and consolidated income from continuing operations before taxes, respectively. Three Months Ended Six Months Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In thousands) Total Segment Revenues $ 602,823 $ 424,811 $ 1,139,204 $ 888,337 Adjustments related to acquisitions ( 849 ) — ( 849 ) — Consolidated Revenues $ 601,974 $ 424,811 $ 1,138,355 $ 888,337 Total Segment EBITDA $ 92,000 $ 48,680 $ 171,469 $ 108,919 Amortization of intangibles ( 9,102 ) ( 16,017 ) ( 19,049 ) ( 32,202 ) Depreciation expense ( 11,367 ) ( 10,332 ) ( 22,927 ) ( 20,614 ) Severance, restructuring, and acquisition integration costs (1) ( 3,040 ) ( 4,472 ) ( 8,211 ) ( 8,091 ) Amortization of software development intangible assets ( 607 ) ( 386 ) ( 1,296 ) ( 716 ) Adjustments related to acquisitions and divestitures (2) ( 1,912 ) ( 105 ) ( 2,533 ) ( 125 ) Eliminations ( 15 ) ( 238 ) ( 48 ) ( 333 ) Consolidated operating income 65,957 17,130 117,405 46,838 Interest expense, net ( 14,878 ) ( 14,257 ) ( 30,389 ) ( 27,581 ) Total non-operating pension benefit 1,445 700 2,129 1,399 Consolidated income from continuing operations before taxes $ 52,524 $ 3,573 $ 89,145 $ 20,656 (1) See Note 12, Severance, Restructuring, and Acquisition Integration Activities, for details. (2) During the three months ended July 4, 2021, we collected $ 0.1 million of receivables associated with the sale of Grass Valley that were previously written off, recognized deferred revenues of $ 0.8 million for the purchase accounting effect of recording deferred revenue at fair value for the OTN acquisition, and recognized cost of sales of $ 1.2 million related to purchase accounting ad justments of acquired inventory to fair value for the OTN acquisition. During the six months ended July 4, 2021, we reduced the Opterna earn-out liability by $ 5.8 million, recognized a $ 3.6 million impairment on assets held and used, recognized a $ 3.4 million impairment on assets held for sale, collected $ 1.5 million of receivables associated with the sale of Grass Valley that were previously written off, recognized cost of sales of $ 2.0 million related to purchase accounting adjustments of acquired inventory to fair value for the OTN acquisition, and recognized deferred revenues of $ 0.8 million for the purchase accounting effect of recording deferred revenue at fair value for the OTN acquisition. During the three and six months ended June 28, 2020, we recognized cost of sales related to purchase accounting adjustments of acquired inventory to fair value for the SPC acquisition. -15- Note 7: Income (loss) per Share The following table presents the basis for the income (loss) per share computations: Three Months Ended Six Months Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In thousands) Numerator: Income from continuing operations $ 43,972 $ 3,173 $ 72,713 $ 18,064 Less: Net income (loss) attributable to noncontrolling interest 208 24 283 ( 6 ) Income from continuing operations attributable to Belden stockholders 43,764 3,149 72,430 18,070 Add: Loss from discontinued operations, net of tax — ( 71,054 ) — ( 97,164 ) Net income (loss) attributable to Belden stockholders $ 43,764 $ ( 67,905 ) $ 72,430 $ ( 79,094 ) Denominator: Weighted average shares outstanding, basic 44,759 44,557 44,717 44,969 Effect of dilutive common stock equivalents 503 108 445 128 Weighted average shares outstanding, diluted 45,262 44,665 45,162 45,097 For both the three and six months ended July 4, 2021, diluted weighted average shares outstanding exclude outstanding equity awards of 1.3 million as they are anti-dilutive. In addition, for both the three and six months ended July 4, 2021, diluted weighted average shares outstanding do not include outstanding equity a wards of 0.4 million becau se the related performance conditions have not been satisfied. For the three and six months ended June 28, 2020, diluted weighted average shares outstanding exclude outstanding equity awards of 1.7 million and 1.5 million, respectively, which are anti-dilutive. In addition, for both the three and six months ended June 28, 2020, diluted weighted average shares outstanding do not include outstanding equity awards of 0.4 million because the related performance conditions have not been satisfied. For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent. Necessary conditions are not satisfied until the vesting date, at which time holders of our restricted stock units receive shares of our common stock. For purposes of calculating diluted earnings per share, unvested restricted stock units are included to the extent that they are dilutive. In determining whether unvested restricted stock units are dilutive, each issuance of restricted stock units is considered separately. Once a restricted stock unit has vested, it is included in the calculation of both basic and diluted weighted average shares outstanding. Note 8: Credit Losses 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. -16- 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 estimated 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. Estimates are used to determine the allowance, which is based upon an assessment of anticipated payments as well as other information that is reasonably available. The following table presents the activity in the trade receivables allowance for doubtful accounts for our continuing operations for the three and six months ended July 4, 2021 and June 28, 2020, respectively: 2021 2020 (In thousands) Beginning balance at January 1 $ 5,150 $ 2,569 Adoption adjustment — 1,011 Current period provision 82 ( 172 ) Write-offs ( 57 ) — Recoveries collected ( 23 ) ( 9 ) Fx impact ( 17 ) ( 213 ) Q1 ending balance 5,135 3,186 Current period provision 305 2,621 Disposals ( 192 ) — Write-offs ( 20 ) ( 52 ) Recoveries collected ( 36 ) ( 100 ) Fx impact ( 25 ) 37 Q2 ending balance $ 5,167 5,692 Note 9: Inventories The following table presents the major classes of inventories as of July 4, 2021 and December 31, 2020, respectively: July 4, 2021 December 31, 2020 (In thousands) Raw materials $ 139,282 $ 106,514 Work-in-process 37,477 32,011 Finished goods 163,281 141,042 Gross inventories 340,040 279,567 Excess and obsolete reserves ( 35,219 ) ( 32,269 ) Net inventories $ 304,821 $ 247,298 -17- Note 10: Leases We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space; as well as vehicles and certain equipment. We make certain judgments in determining whether a contract contains a lease in accordance with ASU 2016-02. Our leases have remaining lease terms of less than 1 year to 15 years; some of which include extension and termination options for an additional 15 years or within 1 year, respectively. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably certain as of the commencement date of the lease. Our lease agreements do not contain any material residual value guarantees or material variable lease payments. We have entered into various short-term operating leases with an initial term of twelve months or less. These leases are not recorded on our balance sheet, and for the three and six months ended July 4, 2021 and June 28, 2020, 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. We are party to a lease guarantee, whereby Belden has covenanted the lease payments for one of Snell Advanced Media's (SAM) property leases through its 2035 expiration date. The lease guarantee was executed in 2018 following the acquisition of SAM, which we subsequently sold on July 2, 2020 as part of the Grass Valley disposal group (see Note 5). This lease guarantee was retained by Belden and not transferred to Black Dragon Capital as part of the sale of Grass Valley . Belden would be required to make lease payments only if the primary obligor, Black Dragon Capital, fails to make the payments. As of July 4, 2021, the SAM lease has approximately $ 21.2 million of lease payments remaining, but we do not believe that it is probable that we have incurred a liability from the guarantee. The components of lease expense were as follows: Three Months Ended Six Months Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In thousands) Operating lease cost $ 4,998 $ 3,344 $ 8,846 $ 6,941 Finance lease cost Amortization of right-of-use asset $ 22 $ 33 $ 55 $ 66 Interest on lease liabilities 2 4 5 9 Total finance lease cost $ 24 $ 37 $ 60 $ 75 Supplemental cash flow information related to leases was as follows: Three Months Ended Six Months Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,238 $ 3,670 $ 8,373 $ 7,461 Operating cash flows from finance leases 2 4 5 9 Financing cash flows from finance leases 32 41 75 87 -18- Supplemental balance sheet information related to leases was as follows: July 4, 2021 December 31, 2020 (In thousands, except lease term and discount rate) Operating leases: Total operating lease right-of-use assets $ 59,509 $ 54,787 Accrued liabilities $ 16,207 $ 14,742 Long-term operating lease liabilities 49,805 46,398 Total operating lease liabilities $ 66,012 $ 61,140 Finance leases: Other long-lived assets, at cost $ 536 $ 764 Accumulated depreciation ( 307 ) ( 483 ) Other long-lived assets, net $ 229 $ 281 Weighted Average Remaining Lease Term Operating leases 5 years 5 years Finance leases 2 years 3 years Weighted Average Discount Rate Operating leases 6.0 % 6.6 % Finance leases 4.6 % 4.9 % The following table summarizes maturities of lease liabilities as of July 4, 2021 and December 31, 2020, respectively: July 4, 2021 December 31, 2020 (In thousands) 2021 $ 10,464 $ 19,250 2022 19,172 16,305 2023 15,096 12,552 2024 11,950 9,516 2025 10,843 8,718 Thereafter 11,918 8,901 Total $ 79,443 $ 75,242 Note 11: Long-Lived Assets Depreciation and Amortization Expense We recognized depreciation expense of $ 11.4 million and $ 22.9 million in the three and six months ended July 4, 2021, respectively. We recognized depreciation expense of $ 10.3 million and $ 20.6 million in the three and six months ended June 28, 2020, respectively. We recognized amortization expense related to our intangible assets of $ 9.7 million and $ 20.3 million in the three and six months ended July 4, 2021, respectively. We recognized amortization expense related to our intangible assets of $ 16.4 million and $ 32.9 million in the three and six months ended June 28, 2020, respectively. -19- Interim Impairment Test During the first quarter of 2021, we committed to a plan to sell our oil and gas cable business in Brazil, and recognized an impairment charge of $ 3.4 million. During the second quarter of 2021, w e completed the sale of this business. See Note 4. Also in the first quarter of 2021, we performed a recoverability test over certain held and used long-lived assets in our Industrial Solutions segment as a result of the likelihood of selling the assets. We determined that the carrying values of the assets were not recoverable and recognized a $ 3.6 million impairment charge in Selling, General and Administrative Expenses during the six months ended July 4, 2021 to write them down to fair value. This impairment charge was excluded from Segment EBITDA of our Industrial Solutions segment. Note 12: Severance, Restructuring, and Acquisition Integration Activities Cost Reduction Program During the fourth quarter of 2019, we began a cost reduction program to improve performance and enhance margins by streamlining the organizational structure and investing in technology to drive productivity. We recognized $ 1.2 million and $ 3.5 million of severance and other restructuring costs for this program during the three and six months ended July 4, 2021, respectively, and $ 3.5 million and $ 3.0 million during the three and six months ended June 28, 2020, respectively. These costs were incurred by both the Enterprise Solutions and Industrial Solutions segments. The cost reduction program is expected to deliver an estimated $ 60 million reduction in selling, general, and administrative expenses on an annual basis. We expect to incur incremental costs of approximately $ 5 million for this program in 2021. Acquisition Integration Program We are integrating our recent acquisitions such as OTN, SPC, and Opterna with our existing businesses. The restructuring and integration activities are focused on achieving desired cost savings by consolidating existing and acquired facilities and other support functions. We recognized $ 0.6 million and $ 2.4 million of severance and other restructuring costs for this program during the three and six months ended July 4, 2021, respectively. We recognized $ 0.9 million and $ 3.1 million of severance and other restructuring costs for this program during the three and six months ended June 28, 2020, respectively. These costs were incurred by both the Enterprise Solutions and Industrial Solutions segments. We expect to incur incremental costs of approximately $ 2.0 million for this program in 2021. The following table summarizes the costs by segment of the programs described above as well as other immaterial programs and acquisition integration activities during the three and six months ended July 4, 2021 and June 28, 2020: Severance Other Restructuring and Integration Costs Total Costs Three Months Ended July 4, 2021 (In thousands) Enterprise Solutions $ 64 $ 2,396 $ 2,460 Industrial Solutions 335 245 580 Total $ 399 $ 2,641 $ 3,040 Three Months Ended June 28, 2020 Enterprise Solutions $ 1,467 $ 956 $ 2,423 Industrial Solutions 1,773 276 2,049 Total $ 3,240 $ 1,232 $ 4,472 Six Months Ended July 4, 2021 Enterprise Solutions $ 1,108 $ 3,267 $ 4,375 Industrial Solutions 1,702 2,134 3,836 Total $ 2,810 $ 5,401 $ 8,211 Six Months Ended June 28, 2020 Enterprise Solutions $ 835 $ 4,138 $ 4,973 Industrial Solutions 818 2,300 3,118 Total $ 1,653 $ 6,438 $ 8,091 -20- The other restructuring and integration costs primarily consisted of equipment transfer, 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 Condensed Consolidated Statement of Operations: Three Months Ended Six Months Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In Thousands) Cost of sales $ 1,103 $ 92 $ 1,363 $ 137 Selling, general and administrative expenses 1,937 4,380 6,848 7,954 Total $ 3,040 $ 4,472 $ 8,211 $ 8,091 Accrued Severance The table below summarizes severance activity, included in accrued liabilities, for the Cost Reduction Program and the Acquisition Integration Program discussed above for the three and six months ended July 4, 2021 and June 28, 2020, respectively. 2021 2020 (In thousands) Beginning year balance $ 7,085 $ 19,575 New charges 2,060 2,529 Cash payments ( 1,798 ) ( 4,483 ) Foreign currency translation 49 ( 89 ) Other adjustments — ( 4,147 ) Balance at the end of Q1 7,396 13,385 New charges 458 4,660 Cash payments ( 1,023 ) ( 4,795 ) Foreign currency translation ( 4 ) ( 132 ) Other adjustments ( 59 ) ( 1,420 ) Balance at the end of Q2 $ 6,768 $ 11,698 The other adjustments were the result of changes in estimates. We experienced higher than expected voluntary turnover, and as a result, certain approved severance actions were not taken. -21- Note 13: Long-Term Debt and Other Borrowing Arrangements The carrying values of our long-term debt were as follows: July 4, 2021 December 31, 2020 (In thousands) Revolving credit agreement due 2026 $ — $ — Senior subordinated notes: 2.875 % Senior subordinated notes due 2025 356,010 367,110 4.125 % Senior subordinated notes due 2026 237,340 244,740 3.375 % Senior subordinated notes due 2027 534,015 550,665 3.875 % Senior subordinated notes due 2028 415,345 428,295 Total senior subordinated notes 1,542,710 1,590,810 Less unamortized debt issuance costs ( 15,663 ) ( 17,084 ) Long-term debt $ 1,527,047 $ 1,573,726 Revolving Credit Agreement due 2026 On June 2, 2021, we entered into an amended and restated Revolving Credit Agreement that provides a $ 300.0 million multi-currency asset-based revolving credit facility (the Revolver). The maturity date of the Revolver is June 2, 2026. The borrowing base under the Revolver includes eligible accounts receivable; inventory; and property, plant and equipment of certain of our subsidiaries in the United States, Canada, Germany, the United Kingdom and the Netherlands. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25 %- 1.75 %, depending upon our leverage position. Outstanding borrowings in the U.S. and Canada may also, at our election, be priced on a base rate plus a spread that ranges from 0.25 % — 0.75 %, depending on our leverage position. We pay a commitment fee on the total commitments of 0.25 %. In the event that we borrow more than 90 % of our combined borrowing base or our borrowing base availability is less than $ 20.0 million, we are subject to a fixed charge coverage ratio covenant. We paid approximately $ 1.7 million of fees associated with the amended Revolver, which will be amortized over its term using the effective interest method. As of July 4, 2021, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 294.1 million. Senior Subordinated Notes 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 July 4, 2021 is $ 356.0 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 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 July 4, 2021 is $ 237.3 million. The 2026 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2026 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 € 450.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of July 4, 2021 is $ 534.0 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. -22- We have outstanding € 350.0 million aggregate principal amount of 3.875 % senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of July 4, 2021 is $ 415.3 million. The 2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2028 Notes rank equal in right of payment with our senior subordinated notes due 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. On July 28, 2021, we completed an offering for € 300.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2031 (the 2031 Notes). We intend to use the net proceeds from the offering of the 2031 Notes, along with cash on hand, to fund the redemption in full of our 2025 Notes. See Note 19. Fair Value of Long-Term Debt The fair value of our senior subordinated notes as of July 4, 2021 was approximately $ 1,584.0 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair value of our senior subordinated notes with a carrying value of $ 1,542.7 million as of July 4, 2021. Note 14: Net Investment Hedge All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of July 4, 2021, € 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 six months ended July 4, 2021 and June 28, 2020, the transaction gain associated with the net investment hedge reported in other comprehensive income was $ 28.8 million and $ 18.2 million, respectively. During the six months ended June 28, 2020, we de-designated € 532.2 million of our outstanding debt that was previously designated as a net investment hedge. After the de-designation, transaction gains or losses associated with this € 532.2 million of debt are reported in income from continuing operations. Note 15: Income Taxes For the three and six months ended July 4, 2021, we recognized income tax expense of $ 8.6 million and $ 16.4 million, respectively, representing an effective tax rate of 16.3 % and 18.4 %, respectively. The effective tax rates were primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits. For the three and six months ended June 28, 2020, we recognized income tax expense of $ 0.4 million and $ 2.6 million, respectively, representing an effective tax rate of 11.2 % and 12.5 %, respectively. The effective tax rates were impacted by income tax benefits for certain foreign tax credits of $ 0.1 million and $ 1.2 million in the three and six months ended June 28, 2020, respectively. Note 16: Pension and Other Postretirement Obligations The following table provides the components of net periodic benefit costs for our pension and other postretirement benefit plans: Pension Obligations Other Postretirement Obligations Three Months Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In thousands) Service cost $ 1,155 $ 892 $ 9 $ 8 Interest cost 1,897 2,410 186 195 Expected return on plan assets ( 4,527 ) ( 4,004 ) — — Amortization of prior service cost 28 45 — — Actuarial losses (gains) 976 673 ( 5 ) ( 19 ) Net periodic benefit cost (benefit) $ ( 471 ) $ 16 $ 190 $ 184 -23- Pension Obligations Other Postretirement Obligations Six Months Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In thousands) Service cost $ 2,041 $ 1,824 $ 18 $ 16 Interest cost 3,703 4,747 363 397 Expected return on plan assets ( 8,195 ) ( 7,944 ) — — Amortization of prior service cost 56 89 — — Actuarial losses (gains) 1,955 1,350 ( 11 ) ( 38 ) Net periodic benefit cost (benefit) $ ( 440 ) $ 66 $ 370 $ 375 Note 17: Comprehensive Income and Accumulated Other Comprehensive Income (Loss) The following table summarizes total comprehensive income (losses): Three Months Ended Six Months Ended July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020 (In thousands) Net income (loss) $ 43,972 $ ( 67,881 ) $ 72,713 $ ( 79,100 ) Foreign currency translation adjustments, net of tax ( 22,257 ) ( 44,671 ) 30,507 ( 22,881 ) Adjustments to pension and postretirement liability, net of tax 763 372 1,527 755 Total comprehensive income (loss) 22,478 ( 112,180 ) 104,747 ( 101,226 ) Less: Comprehensive income (loss) attributable to noncontrolling interests ( 21 ) 171 ( 143 ) ( 9 ) Comprehensive income (loss) attributable to Belden $ 22,499 $ ( 112,351 ) $ 104,890 $ ( 101,217 ) The tax impacts of the foreign currency translation adjustments and pension liability adjustments in the table above are not material. The accumulated balances related to each component of other comprehensive income (loss), net of tax, are as follows: Foreign Currency Translation Component Pension and Other Postretirement Benefit Plans Accumulated Other Comprehensive Income (Loss) (In thousands) Balance at December 31, 2020 $ ( 131,181 ) $ ( 60,670 ) $ ( 191,851 ) Other comprehensive income attributable to Belden before reclassifications 31,910 — 31,910 Amounts reclassified from accumulated other comprehensive income (loss) ( 977 ) 1,527 550 Net current period other comprehensive income attributable to Belden 30,933 1,527 32,460 Balance at July 4, 2021 $ ( 100,248 ) $ ( 59,143 ) $ ( 159,391 ) The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the six months ended July 4, 2021: -24- Amount Reclassified from Accumulated Other Comprehensive Income (2) Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income (In thousands) Amortization of pension and other postretirement benefit plan items: Actuarial losses $ 1,944 (1) Prior service cost 56 (1) Total before tax 2,000 Tax benefit ( 473 ) Total net of tax $ 1,527 (1) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 16). (2) We reclassified $ 1.0 million of accumulated foreign currency translation gains associated with the sale of our oil and gas cable business in Brazil. Note 18: Share Repurchase On November 29, 2018, our Board of Directors authorized a share repurchase program, which allows us to purchase up to $ 300.0 million of our common stock through open market repurchases, negotiated transactions, or other means, in accordance with applicable securities laws and other restrictions. This program is funded with cash on hand and cash flows from operating activities. During the six months ended July 4, 2021, we did not repurchase any stock. During the three months ended June 28, 2020, we repurchased 0.4 million shares of our common stock under the share repurchase program for an aggregate cost of $ 13.8 million at an average price per share of $ 35.80 . During the six months ended June 28, 2020, we repurchased 1.0 million shares of our common stock under the share repurchase program for an aggregate cost of $ 35.0 million at an average price per share of $ 35.83 . Note 19: Subsequent Events On July 28, 2021, we completed an offering for € 300.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2031 (the 2031 Notes). We intend to use the net proceeds from the offering of the 2031 Notes, along with cash on hand, to fund the redemption in full of our 2025 Notes. -25-