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, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 24, 2023 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 Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Revenue recognition - estimating variable consideration
Description of the Matter As described in Notes 2 and 3 to the consolidated financial statements, the Company enters into sales contracts that provide certain customers with special price reductions and product return rights, resulting in variable consideration. At the time of sale, the Company establishes a reserve for the estimate of adjustments to variable consideration and recognizes the reserve 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, 2022, the Company recorded a reserve for estimated price adjustments of $24.3 million, which was recognized as a reduction of revenues and accounts receivable, and a reserve of $11.7 million for estimated returns, which was recognized as a reduction of revenues and included in accrued liabilities.
Auditing the Company's measurement of variable consideration for estimated pricing adjustments and returns involved especially challenging judgment because the estimates involved 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. The estimates developed by the Company are also dependent on historical experience, anticipated sales demand, and trends in product pricing.
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 calculate the variable consideration, including the process to determine and evaluate the underlying assumptions about estimates of variable consideration related to expected pricing adjustments and returns.
We performed audit procedures related to the Company’s estimates of variable consideration including, 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. 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 24, 2023
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Belden Inc.
Consolidated Balance Sheets
December 31,
2022 2021
(In thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents $ 687,676 $ 641,563
Receivables, net 440,102 383,444
Inventories, net 341,563 345,203
Other current assets 66,866 58,283
Assets of discontinued operations — 449,152
Total current assets 1,536,207 1,877,645
Property, plant and equipment, less accumulated depreciation 381,864 343,564
Operating lease right-of-use assets 73,376 75,571
Goodwill 862,253 821,448
Intangible assets, less accumulated amortization 246,830 238,155
Deferred income taxes 14,642 31,736
Other long-lived assets 46,503 29,558
$ 3,161,675 $ 3,417,677
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 350,058 $ 377,765
Accrued liabilities 289,861 278,108
Liabilities of discontinued operations — 96,993
Total current liabilities 639,919 752,866
Long-term debt 1,161,176 1,459,991
Postretirement benefits 67,828 120,997
Deferred income taxes 58,582 51,113
Long-term operating lease liabilities 59,250 61,967
Other long-term liabilities 30,970 14,661
Stockholders’ equity:
Common stock, par value $ 0.01 per share— 200,000 shares authorized; 50,335 shares issued; 42,833 and 44,975 shares outstanding at 2022 and 2021, respectively
503 503
Additional paid-in capital 825,669 833,627
Retained earnings 751,522 505,717
Accumulated other comprehensive loss ( 5,871 ) ( 70,566 )
Treasury stock, at cost— 7,502 and 5,360 shares at 2022 and 2021, respectively
( 428,812 ) ( 313,994 )
Total Belden stockholders’ equity 1,143,011 955,287
Noncontrolling interest 939 795
Total stockholders’ equity 1,143,950 956,082
$ 3,161,675 $ 3,417,677
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,
2022 2021 2020
(In thousands, except per share amounts)
Revenues $ 2,606,485 $ 2,301,260 $ 1,752,192
Cost of sales ( 1,690,196 ) ( 1,529,417 ) ( 1,176,570 )
Gross profit 916,289 771,843 575,622
Selling, general and administrative expenses ( 448,636 ) ( 378,027 ) ( 323,447 )
Research and development expenses ( 104,350 ) ( 90,227 ) ( 73,020 )
Amortization of intangibles ( 37,860 ) ( 30,630 ) ( 29,041 )
Asset impairments — ( 9,283 ) —
Gain on sale of asset 37,891 — —
Operating income 363,334 263,676 150,114
Interest expense, net ( 43,554 ) ( 62,693 ) ( 58,903 )
Loss on debt extinguishment ( 6,392 ) ( 5,715 ) —
Non-operating pension benefit (cost) 4,005 4,476 ( 395 )
Gain on sale of note receivable — 27,036 —
Income from continuing operations before taxes 317,393 226,780 90,816
Income tax expense ( 49,645 ) ( 27,939 ) ( 20,098 )
Income from continuing operations 267,748 198,841 70,718
Loss from discontinued operations, net of tax ( 3,685 ) ( 136,384 ) ( 115,828 )
Gain (loss) from disposal of discontinued operations, net of tax ( 9,241 ) 1,860 ( 9,948 )
Net income (loss) 254,822 64,317 ( 55,058 )
Less: Net income attributable to noncontrolling interest 159 392 104
Net income (loss) attributable to Belden common stockholders $ 254,663 $ 63,925 $ ( 55,162 )
Weighted average number of common shares and equivalents:
Basic 43,845 44,802 44,778
Diluted 44,537 45,361 44,937
Basic income (loss) per share attributable to Belden common stockholders:
Continuing operations $ 6.10 $ 4.43 $ 1.58
Discontinued operations ( 0.08 ) ( 3.04 ) ( 2.59 )
Disposal of discontinued operations ( 0.21 ) 0.04 ( 0.22 )
Net income (loss) $ 5.81 $ 1.43 $ ( 1.23 )
Diluted income (loss) per share attributable to Belden common stockholders:
Continuing operations $ 6.01 $ 4.37 $ 1.57
Discontinued operations ( 0.08 ) ( 3.04 ) ( 2.59 )
Disposal of discontinued operations ( 0.21 ) 0.04 ( 0.22 )
Net income (loss) $ 5.72 $ 1.41 $ ( 1.23 )
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,
2022 2021 2020
(In thousands)
Net income (loss) $ 254,822 $ 64,317 $ ( 55,058 )
Foreign currency translation, net of tax 39,509 88,290 ( 112,562 )
Adjustments to pension and postretirement liability, net of tax 25,171 31,572 ( 15,477 )
Other comprehensive income (loss), net of tax 64,680 119,862 ( 128,039 )
Comprehensive income (loss) 319,502 184,179 ( 183,097 )
Less: Comprehensive income (loss) attributable to noncontrolling interest 144 ( 1,031 ) 498
Comprehensive income (loss) attributable to Belden $ 319,358 $ 185,210 $ ( 183,595 )
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,
2022 2021 2020
(In thousands)
Cash flows from operating activities:
Net income (loss) $ 254,822 $ 64,317 $ ( 55,058 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 88,738 87,988 108,687
Share-based compensation 23,676 24,871 20,030
Loss on debt extinguishment 6,392 5,715 —
Asset impairments — 140,461 113,007
Deferred income tax expense (benefit) ( 627 ) 3,575 ( 19,410 )
Gain on sale of asset ( 37,891 ) — —
Changes in operating assets and liabilities, net of the effects of exchange rate changes, acquired businesses, and disposals:
Receivables ( 33,605 ) ( 119,012 ) 70,707
Inventories 5,558 ( 92,984 ) ( 8,507 )
Accounts payable ( 20,595 ) 135,666 ( 43,567 )
Accrued liabilities ( 5,416 ) 61,241 7,374
Income taxes 2,335 ( 6,448 ) ( 22,823 )
Other assets 2,881 ( 12,693 ) 2,018
Other liabilities ( 4,972 ) ( 20,642 ) 906
Net cash provided by operating activities 281,296 272,055 173,364
Cash flows from investing activities:
Proceeds from disposal of businesses, net of cash sold 334,574 45,735 54,821
Proceeds from disposal of tangible assets 43,534 30,234 3,161
Purchase of intangible assets — ( 3,650 ) —
Cash from (used for) acquisitions and investments, net of cash acquired ( 104,603 ) ( 73,340 ) 590
Capital expenditures ( 105,094 ) ( 90,982 ) ( 90,215 )
Net cash provided by (used for) investing activities 168,411 ( 92,003 ) ( 31,643 )
Cash flows from financing activities:
Payments under borrowing arrangements ( 230,639 ) ( 360,304 ) ( 190,000 )
Payments under share repurchase program ( 150,000 ) — ( 35,000 )
Cash dividends paid ( 8,949 ) ( 9,056 ) ( 9,029 )
Withholding tax payments for share-based payment awards ( 7,186 ) ( 5,570 ) ( 1,388 )
Payments under financing lease obligations ( 157 ) ( 3,151 ) ( 194 )
Payment of earnout consideration — — ( 29,300 )
Debt issuance costs paid — ( 8,173 ) —
Payments to noncontrolling interest holders — ( 2,682 ) —
Proceeds from issuance of common stock 3,717 — —
Borrowings under credit arrangements — 356,010 190,000
Net cash used for financing activities ( 393,214 ) ( 32,926 ) ( 74,911 )
Effect of foreign currency exchange rate changes on cash and cash equivalents ( 12,574 ) ( 5,363 ) 9,299
Increase in cash and cash equivalents 43,919 141,763 76,109
Cash and cash equivalents, beginning of year 643,757 501,994 425,885
Cash and cash equivalents, end of year $ 687,676 $ 643,757 $ 501,994
The Consolidated Cash Flow Statement includes the results of our discontinued operations up to their disposal date - February 22, 2022 and July 2, 2020 for Tripwire and Grass Valley, respectively. 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
Common Stock Additional
Paid-In
Capital Retained Earnings Treasury Stock Accumulated
Other
Comprehensive
Income (Loss) Non-controlling
Interest Total
Shares Amount Shares Amount
(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 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
Net income — — — 63,925 — — — 392 64,317
Other comprehensive income (loss), net of tax — — — — — — 121,285 ( 1,423 ) 119,862
Acquisition of noncontrolling interests — — 2,391 — — — — ( 4,644 ) ( 2,253 )
Retirement Savings Plan stock contributions — — ( 652 ) — 134 7,540 — — 6,888
Exercise of stock options, net of tax withholding forfeitures — — ( 1,615 ) — 20 1,128 — — ( 487 )
Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 14,973 ) — 178 9,890 — — ( 5,083 )
Share-based compensation — — 24,871 — — — — — 24,871
Common stock dividends ($ 0.20 per share)
— — — ( 9,084 ) — — — — ( 9,084 )
Balance at December 31, 2021 50,335 $ 503 $ 833,627 $ 505,717 ( 5,360 ) $ ( 313,994 ) $ ( 70,566 ) $ 795 $ 956,082
Net income — — — 254,663 — — — 159 254,822
Other comprehensive income (loss), net of tax — — — — — — 64,695 ( 15 ) 64,680
Common stock issuance — — ( 2,775 ) — 82 6,492 — — 3,717
Retirement Savings Plan stock contributions — — ( 1,551 ) — 116 8,568 — — 7,017
Exercise of stock options, net of tax withholding forfeitures — — ( 4,875 ) — 40 3,269 — — ( 1,606 )
Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 22,433 ) — 208 16,853 — — ( 5,580 )
Share repurchase program — — — — ( 2,588 ) ( 150,000 ) — — ( 150,000 )
Share-based compensation — — 23,676 — — — — — 23,676
Common stock dividends ($ 0.20 per share)
— — — ( 8,858 ) — — — — ( 8,858 )
Balance at December 31, 2022 50,335 $ 503 $ 825,669 $ 751,522 ( 7,502 ) $ ( 428,812 ) $ ( 5,871 ) $ 939 $ 1,143,950
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 leading global supplier of network infrastructure solutions built around two global businesses – Enterprise Solutions and Industrial Automation Solutions. We’re moving beyond connectivity, from what we make to what we make possible through a performance-driven portfolio, forward-thinking expertise and purpose-built solutions. We are aligned with attractive secular growth markets, positioned to provide comprehensive solutions that drive customer outcomes, focused on new product innovation and technology leadership, and committed to sustainable ESG practices.
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.
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
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• Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
During 2022, 2021, and 2020 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 Note 13). We did not have any transfers between Level 1 and Level 2 fair value measurements during 2022.
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, 2022 and 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.
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, such as price reductions, at December 31, 2022 and 2021 totale d $ 24.3 million and $ 23.4 million, respectively. Unprocessed Changes recognized as accrued liabilities, such as product returns, at December 31, 2022 and 2021 totaled $ 11.7 million an d $ 12.5 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, 2022 and 2021, the allowance for doubtf ul accounts totaled $ 8.0 million and $ 4.9 million, respectively. We also recognized bad debt expense, net of recoveries, in selling, general and administrative expenses of $ 6.5 million, $ 0.4 million, and $ 2.3 million in 2022 , 2021, and 2020, 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, 2022 and 2021 totaled $ 45.9 million and $ 45.7 million, respe ctively.
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 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, 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 and certain trademarks. 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 20 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 unit, as described in the paragraph below. In 2022, we performed a qualitative assessment over five of our reporting units.
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For our annual impairment test in 2022, we performed a quantitative assessment for one of our reporting units. Under a quantitative assessment for goodwill impairment, we determine the fair value using the income approach (using Level 3 inputs). 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 fair value over the carrying value for the reporting unit tested under the quantitative income approach was 48 %. Using both an income approach and market approach, we determined that there was no impairment during 2022. During 2021 and 2020, we did no t recognize any goodwill impairment from continuing operations other than a $ 1.7 million impairment in 2021 in connection with the sale of our oil and gas business in Brazil. See Notes 5 and 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 2022, 2021, or 2020. 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 no t recognize any impairment charges for amortizable intangible assets from continuing operations in 2022, 2021, or 2020 other than a $ 1.0 million impairment in 2021 in connection with the sale of our oil and gas business in Brazil. See Note 5. Discontinued operations includes an impairment charge in 2021 of $ 131.2 million related to the Tripwire divestiture and an impairment charge in 2020 of $ 113.0 million related to the Grass Valley divestiture. See Notes 5 and 13.
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.
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 i ncremental reduction in revenues at the time the rebate is offered. Accrued sales rebates at December 31, 2022 and 2021 totaled $ 55.6 million and $ 55.5 million, respecti vely.
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.
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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.
Equity Method Investment
During 2022, we invested $ 20.0 million in Litmus for a noncontrolling ownership interest. Litmus provides the critical data connectivity needed to monitor, visualize, analyze, and integrate industrial data. We account for this investment using the equity method of accounting. The carrying value of our investment is included in Other Long-Lived Assets in the Consolidated Balance Sheets. The results of our investment in Litmus were not material to our consolidated financial statements for the year ended December 31, 2022.
Acquisition 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 acquisition date. As necessary, we may engage third party specialists to assist in the estimation of fair value for certain liabilities, such as 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.
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.
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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 were $ 13.7 million, $ 10.3 million, and $ 9.9 million for 2022, 2021, and 2020, 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.
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 due to the temporary or permanent timing differences with respect to the recognition of revenues, expenses, and tax attributes for income tax purposes compared to 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.
Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and tax credit carryforwards. 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, 2022, the valuation allowance of $ 142.3 million was primarily related to net operating losses and capital losses that we do not currently 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.
On August 16, 2022, the Inflation Reduction Act of 2022 (the Act) was signed into law. We are evaluating the effect that the Act will have on our consolidated financial statements and related disclosures. None of the tax provisions of the Act are expected to have a material impact to our consolidated financial statements and related disclosures.
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Current-Year Adoption of Accounting Pronouncements
None of the accounting pronouncements that became effective during 2022 had a material impact to our consolidated financial statements or disclosures.
Note 3: 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. We do not evaluate a contract for a significant financing component when the time between cash collection and performance is less than one year. The following table presents our revenues disaggregated by major product category (in thousands).
Broadband and 5G Industrial Automation Smart Buildings Total
Revenues
Year Ended December 31, 2022
Enterprise Solutions $ 571,426 $ — $ 627,052 $ 1,198,478
Industrial Automation Solutions — 1,408,007 — 1,408,007
Total $ 571,426 $ 1,408,007 $ 627,052 $ 2,606,485
Year Ended December 31, 2021
Enterprise Solutions $ 488,453 $ — $ 585,973 $ 1,074,426
Industrial Automation Solutions — 1,226,834 — 1,226,834
Total $ 488,453 $ 1,226,834 $ 585,973 $ 2,301,260
Year Ended December 31, 2020
Enterprise Solutions $ 432,262 $ — $ 440,155 $ 872,417
Industrial Automation Solutions — 879,775 — 879,775
Total $ 432,262 $ 879,775 $ 440,155 $ 1,752,192
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, 2022
Enterprise Solutions $ 915,491 $ 149,327 $ 133,660 $ 1,198,478
Industrial Automation Solutions 816,508 372,473 219,026 1,408,007
Total $ 1,731,999 $ 521,800 $ 352,686 $ 2,606,485
Year Ended December 31, 2021
Enterprise Solutions $ 785,253 $ 150,790 $ 138,383 $ 1,074,426
Industrial Automation Solutions 703,790 323,915 199,129 1,226,834
Total $ 1,489,043 $ 474,705 $ 337,512 $ 2,301,260
Year Ended December 31, 2020
Enterprise Solutions $ 636,492 $ 130,982 $ 104,943 $ 872,417
Industrial Automation Solutions 494,743 238,300 146,732 879,775
Total $ 1,131,235 $ 369,282 $ 251,675 $ 1,752,192
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. Generally, we determine standalone selling price using the prices charged to customers on a standalone basis. Typically, payments are due after control transfers.
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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 to the customer, which generally occurs when the product has been shipped or delivered from our facility to our customers, the customer has legal title to the product, and we have a present right to payment for the product. We also consider any customer acceptance clauses in determining when control has transferred to the customer and typically, these clauses are not substantive.
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. For example, our estimate of price adjustments is based on our historical price adjustments as a percentage of revenues and the average time period between the original sale and the issuance of the price adjustment. We adjust our estimate of revenue for variable consideration at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. We adjust other current assets and cost of sales for the estimated level of returns. Adjustments to revenue for performance obligations satisfied in prior periods was not significant during the year ended December 31, 2022.
The following table presents estimated and accrued variable consideration:
December 31, 2022 December 31, 2021
(in thousands)
Accrued rebates included in accrued liabilities $ 55,559 $ 55,520
Accrued returns included in accrued liabilities 11,700 12,500
Price adjustment recognized against gross accounts receivable 24,304 23,366
Depending on the terms of an arrangement, we may defer the recognition of a portion of the consideration received because we must satisfy a future performance 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 recognized when or as the services are performed depending on the terms of the arrangement. As of December 31, 2022 , total deferred revenue was $ 33.2 million, and of this amount, $ 26.2 million is expected to be recognized within the next twelve months, and the remaining $ 7.0 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, 2020 $ 11,130
New deferrals 12,065
Acquisitions 7,172
Revenue recognized ( 10,977 )
Balance at December 31, 2021 $ 19,390
New deferrals 30,472
Acquisitions 6,567
Revenue recognized ( 23,186 )
Balance at December 31, 2022 $ 33,243
S ervice-type warranties represent $ 8.9 million of the deferred revenue balance at December 31, 2022 , and of this amount $ 4.2 million is expected to be recognized in the next twelve months, and the remaining $ 4.7 million is long-term and will be recognized over a period greater than twelve months.
At December 31, 2022, we did not have any material contract assets recorded in the consolidated balance sheets.
We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. Total capitalized sales commissions were not material for the years ended December 31, 2022 , 2021, and 2020. We recogn iz ed $ 24.1 million , $ 20.6 million, and $ 16.0 million of sales commissions expense in selling, general, and administrative expenses during the years ended December 31, 2022 , 2021 and 2020 , respectively.
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Note 4: Acquisitions
During 2022, we completed three acquisitions. On January 17, 2022, we acquired Macmon for $ 41.9 million, net of cash acquired. Macmon, based in Berlin, Germany, is a leading provider of products and services that secure network infrastructure in a variety of mission critical industries. On March 3, 2022, we acquired NetModule for $ 23.5 million, net of cash acquired. NetModule, based in Bern, Switzerland, is a leading provider of reliable, fast and secure wireless network infrastructures through advanced capabilities in 5G and WiFi6 technologies in a variety of mission critical industries with a strong focus on mass transit and intelligent traffic systems within the transportation vertical. On April 15, 2022, we acquired CAI for $ 19.0 million, net of cash acquired. CAI is headquartered in Anniston, Alabama and designs, manufactures, and sells a range of plug-in radio frequency filters used in outside plant hybrid fiber-coax nodes. The results of operations of each acquisition have been included in our results of operations from their respective acquisition dates. The three acquisitions were not material to our consolidated results of operations. Macmon and NetModule are included in the Industrial Automation Solutions segment, and CAI is included in the Enterprise Solutions segment. All three acquisitions were funded with cash on hand. The following table summarizes the estimated, preliminary fair values of the assets acquired and liabilities assumed for all three acquisitions in total as of their respective acquisition dates (in thousands):
Receivables $ 6,537
Inventory 8,278
Other current assets 345
Property, plant and equipment 2,342
Intangible assets 44,759
Goodwill 50,596
Operating lease right-of-use assets 6,167
Total assets acquired $ 119,024
Accounts payable $ 2,497
Accrued liabilities 6,888
Long-term debt 2,440
Deferred income taxes 11,460
Long-term operating lease liabilities 2,926
Other long-term liabilities 8,421
Total liabilities assumed $ 34,632
Net assets $ 84,392
The above purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of receivables, intangible assets, goodwill, deferred income taxes, and other assets and liabilities are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.
The preliminary fair value of acquired receivables is $ 6.5 million, which is equivalent to its gross contractual amount. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the preliminary fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations.
For purposes of the above allocation, we based our preliminary estimate of the fair values for intangible assets on valuation studies performed by a third party valuation firm. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets (Level 3 valuation). Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to the expansion of industrial automation and broadband & 5G product offerings in end-to-end solutions. Our tax basis in the acquired goodwill is zero . The intangible assets related to the three acquisitions consisted of the following:
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Fair Value Amortization Period
(In thousands) (In years)
Intangible assets subject to amortization:
Developed technologies $ 26,626 4.0
Customer relationships 13,427 18.5
Trademarks 2,206 2.0
Sales backlog 2,300 0.9
Non-compete agreements 200 3.5
Total intangible assets subject to amortization $ 44,759
Intangible assets not subject to amortization:
Goodwill $ 50,596 n/a
Total intangible assets not subject to amortization $ 50,596
Total intangible assets $ 95,355
Weighted average amortization period 8.1
The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.
Opterna International Corp.
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 during the year ended December 31, 2021. This benefit was excluded from Segment EBITDA of our Enterprise Solutions segment.
Note 5: Disposals
Tripwire
On February 22, 2022, we sold Tripwire for gross cash consideration of $ 350 million. T he divestiture of Tripwire represented a strategic shift impacting our operations and financial results. As a result, the Tripwire disposal group, which was included in our Industrial Automation Solutions segment, is reported within discontinued operations. We recognized a loss on disposal of discontinued operations, net of tax of $ 9.2 million during 2022. The following table summarizes the operating results of the Tripwire disposal group up to the February 22, 2022 disposal date:
Years Ended December 31,
2022 2021 2020
(In thousands)
Revenues $ 12,067 $ 106,840 $ 110,524
Cost of sales ( 3,256 ) ( 24,321 ) ( 22,857 )
Gross profit 8,811 82,519 87,667
Selling, general and administrative expenses ( 8,185 ) ( 48,308 ) ( 42,741 )
Research and development expenses ( 5,528 ) ( 34,433 ) ( 34,276 )
Amortization of intangible assets ( 638 ) ( 7,716 ) ( 35,354 )
Asset impairments — ( 131,178 ) —
Loss before taxes $ ( 5,540 ) $ ( 139,116 ) $ ( 24,704 )
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During the year ended December 31, 2022, th e Tripwire disposal group did not have any capital expenditures and recognized share-based compensation expense of $ 0.2 million. During the year ended December 31, 2021, th e Tripwire disposal group had capital expenditu res of $ 6.1 million and recognized share-based compensation expense of $ 2.2 million . During the year ended December 31, 2020, th e Tripwire disposal group had capital expenditu res of $ 7.7 million and recognized share-based compensation expense of $ 2.6 million . The disposal group did not have any significant non-cash charges for investing activities during the years ended December 31 , 2022, 2021, and 2020 .
The following table provides the major classes of assets and liabilities of the Tripwire disposal group:
December 31,
2021
(In thousands)
Assets:
Cash and cash equivalents $ 2,194
Receivables, net 28,773
Inventories, net 150
Other current assets 7,418
Property, plant and equipment, less accumulated depreciation 6,250
Operating lease right-of-use assets 3,893
Goodwill 331,024
Intangible assets, less accumulated amortization 63,541
Deferred income taxes 584
Other long-lived assets 5,325
Total assets of Tripwire disposal group $ 449,152
Liabilities:
Accounts payable $ 6,458
Accrued liabilities 56,208
Deferred income taxes 8,878
Long-term operating lease liabilities 5,257
Other long-term liabilities 20,192
Total liabilities of Tripwire disposal group $ 96,993
The Tripwire disposal group also had $ 3.4 million of accumulated other comprehensive income as of December 31, 2021.
Brazil Oil & Gas Cable Business
During 2021, we sold our oil and gas cable business in Brazil that met all of the criteria to classify the assets and liabilities of this business, formerly part of the Industrial Automation Solutions segment, as held for sale. At such time, the carrying value of the disposal group exceeded the fair value less costs to sell, which we determined based upon the expected sale price, by $ 3.4 million. Therefore, we recognized an impairment charge of $ 3.4 million (includes a goodwill impairment of $ 1.7 million and intangible asset impairment of $ 1.0 million) in 2021. The impairment charge was excluded from Segment EBITDA of our Industrial Automation Solutions segment. We completed the sale of our oil and gas cable business in Brazil during 2021 for $ 10.9 million, net of cash delivered with the business.
Grass Valley
During 2020, we sold Grass Valley to Black Dragon Capital for gross cash consideration of $ 120.0 million, or approximately $ 56.2 million net of cash delivered with the business. We recognized a loss of $ 9.9 million, net of $ 7.5 million income tax expense and recognized asset impairments totaling $ 113.0 million during the year ended December 31, 2020. The divestiture of Grass Valley represented a strategic shift impacting our operations and financial results. As a result, the Grass Valley disposal group, which was included in our Enterprise Solutions segment, is reported in discontinued operations.
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The sale also included deferred consideration consisting of a $ 175.0 million seller’s note, 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 was $ 34.9 million. During 2021, we sold the seller's note to a third party for $ 62.0 million and recognized a gain on sale of $ 27.0 million. 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.
The following table summarizes the operating results of the disposal group up to the July 2, 2020 disposal date for the year ended December 31, 2020:
Year Ended December 31,
2020
(In thousands)
Revenues $ 109,195
Cost of sales ( 70,199 )
Gross profit 38,996
Selling, general and administrative expenses ( 39,947 )
Research and development expenses ( 15,083 )
Asset impairment of discontinued operations ( 113,007 )
Interest expense, net ( 432 )
Non-operating pension cost ( 169 )
Loss before taxes $ ( 129,642 )
During 2020, the disposal group did not recognize any depreciation and amortization expense, but incurred capital expenditures and share-based compensation credits of $ 16.7 million and $ 0.9 million, respectively. The disposal group did not have any significant non-cash charges for investing activities during the year ended December 31, 2020.
Note 6: Operating Segments and Geographic Information
We are organized around two global businesses: Enterprise Solutions and Industrial Automation Solutions. Each of the global businesses represents a reportable segment. In conjunction with the Tripwire divestiture during 2022, we changed the name of our former Industrial Solutions segment to Industrial Automation Solutions. The composition of the segment did not change as a result of this name change. The 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. Segment EBITDA excludes certain items, including depreciation expense; amortization of intangibles; asset impairment; severance, restructuring, and acquisition integration costs; adjustments related to acquisitions and divestitures; 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.
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Operating Segment Information
Enterprise Solutions Years Ended December 31,
2022 2021 2020
(In thousands)
Segment revenues $ 1,198,478 $ 1,074,426 $ 872,417
Segment EBITDA 161,517 144,509 99,333
Depreciation expense 23,387 21,627 20,655
Amortization of intangibles 17,595 17,595 21,662
Amortization of software development intangible assets 54 94 245
Adjustments related to acquisitions and divestitures 5,589 ( 7,052 ) 125
Severance, restructuring, and acquisition integration costs 9,200 13,800 7,720
Acquisition of property, plant and equipment 33,535 36,726 25,223
Segment assets 593,653 563,141 462,615
Industrial Automation Solutions Years Ended December 31,
2022 2021 2020
(In thousands)
Segment revenues $ 1,408,007 $ 1,226,834 $ 879,775
Segment EBITDA 277,079 222,684 132,302
Depreciation expense 23,282 21,446 18,684
Amortization of intangibles 20,265 13,035 7,379
Amortization of software development intangible assets 3,821 1,485 627
Adjustments related to acquisitions and divestitures 2,244 2,017 —
Severance, restructuring, and acquisition integration costs 7,485 10,067 3,944
Asset impairments — 9,283 —
Acquisition of property, plant and equipment 58,713 41,269 37,002
Segment assets 677,235 600,380 471,320
Total Segments Years Ended December 31,
2022 2021 2020
(In thousands)
Segment revenues $ 2,606,485 $ 2,301,260 $ 1,752,192
Segment EBITDA 438,596 367,193 231,635
Depreciation expense 46,669 43,073 39,339
Amortization of intangibles 37,860 30,630 29,041
Amortization of software development intangible assets 3,875 1,579 872
Adjustments related to acquisitions and divestitures 7,833 ( 5,035 ) 125
Severance, restructuring, and acquisition integration costs 16,685 23,867 11,664
Asset impairments — 9,283 —
Acquisition of property, plant and equipment 92,248 77,995 62,225
Segment assets 1,270,888 1,163,521 933,935
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.
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Years Ended December 31,
2022 2021 2020
(In thousands)
Segment Revenues and Consolidated Revenues $ 2,606,485 $ 2,301,260 $ 1,752,192
Total Segment EBITDA $ 438,596 $ 367,193 $ 231,635
Depreciation expense ( 46,669 ) ( 43,073 ) ( 39,339 )
Amortization of intangibles ( 37,860 ) ( 30,630 ) ( 29,041 )
Severance, restructuring, and acquisition integration costs (1) ( 16,685 ) ( 23,867 ) ( 11,664 )
Adjustments related to acquisitions and divestitures (2) ( 7,833 ) 5,035 ( 125 )
Amortization of software development intangible assets ( 3,875 ) ( 1,579 ) ( 872 )
Asset impairments (3) — ( 9,283 ) —
Gain on sale of asset (4) 37,891 — —
Eliminations ( 231 ) ( 120 ) ( 480 )
Consolidated operating income 363,334 263,676 150,114
Interest expense, net ( 43,554 ) ( 62,693 ) ( 58,903 )
Loss on debt extinguishment ( 6,392 ) ( 5,715 ) —
Non-operating pension benefit (cost) 4,005 4,476 ( 395 )
Gain on sale of note receivable — 27,036 —
Consolidated income from continuing operations before taxes $ 317,393 $ 226,780 $ 90,816
(1) See Note 15, Severance, Restructuring, and Acquisiti on Integration Activities, for details .
(2) In 2022, we incurred $ 10.1 million for lease guarantees associated with the Grass Valley disposal (see Note 12), $ 2.2 million related to fair value adjustments of acquired inventory and investments, and gains of $ 4.5 million on collections from previously written off receivables associated with the sale of Grass Valley. In 2021, we collected $ 2.2 million of receivables associated with the sale of Grass Valley and acquisition of SPC that were previously written off, reduced the Opterna earn-out liability by $ 5.8 million, recognized cost of sales of $ 2.3 million related to adjustments of acquired inventory to fair value, and recognized a $ 0.6 million loss on the sale of tangible assets. In 2020, we recognized $ 0.1 million of cost of sales related to adjustments of acquired inventory to fair value.
(3) In 2021, we recognized a $ 3.6 million impairment on assets held and used and a $ 5.7 million impairment on assets held for sale . See Note 11, Property, Plant, and Equipment , for details.
(4) During 2022, we sold certain real estate in the United States for $ 42.2 million, net of transaction costs and recognized a $ 37.9 million pre-tax gain on sale. See Note 11, Property, Plant, and Equipment , for details.
Below are reconciliations of other segment measures to the consolidated totals.
Years Ended December 31,
2022 2021 2020
(In thousands)
Total segment assets $ 1,270,888 $ 1,163,521 $ 933,935
Cash and cash equivalents
687,676 641,563 500,666
Goodwill
862,253 821,448 789,736
Intangible assets, less accumulated amortization
246,830 238,155 219,092
Deferred income taxes
14,642 31,736 28,736
Corporate assets
79,386 72,102 83,943
Assets of discontinued operations
— 449,152 583,626
Total assets $ 3,161,675 $ 3,417,677 $ 3,139,734
Total segment acquisition of property, plant and equipment $ 92,248 $ 77,995 $ 62,225
Corporate acquisition of property, plant and equipment 12,846 6,855 3,605
Discontinued operations acquisition of property, plant and equipment — 6,132 24,385
Total acquisition of property, plant and equipment $ 105,094 $ 90,982 $ 90,215
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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, 2022, 2021, and 2020 for the following countries: 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, 2022
Revenues $ 1,448,247 $ 188,013 $ 126,904 $ 131,485 $ 711,836 $ 2,606,485
Percent of total revenues 56 % 7 % 5 % 5 % 27 % 100 %
Long-lived assets $ 203,070 $ 12,805 $ 45,866 $ 44,061 $ 122,565 $ 428,367
Year ended December 31, 2021
Revenues $ 1,201,540 $ 186,834 $ 149,036 $ 112,710 $ 651,140 $ 2,301,260
Percent of total revenues 52 % 8 % 7 % 5 % 28 % 100 %
Long-lived assets $ 170,420 $ 12,578 $ 46,776 $ 37,208 $ 106,140 $ 373,122
Year ended December 31, 2020
Revenues $ 939,339 $ 113,642 $ 111,826 $ 90,374 $ 497,011 $ 1,752,192
Percent of total revenues 54 % 7 % 6 % 5 % 28 % 100 %
Long-lived assets $ 154,078 $ 31,925 $ 44,824 $ 63,100 $ 113,836 $ 407,763
Major Customer
Revenues generated in both the Enterprise Solutions and Industrial Automation Solutions segments from our largest customer were approximately $ 387.7 million ( 15 % of revenues), $ 374.8 million ( 16 % of revenues), and $ 271.6 million ( 16 % of revenues) for the years ended December 31, 2022, 2021, and 2020 , respectively. At December 31, 2022 and 2021 , we had $ 28.8 million and $ 40.5 million in accounts receivable outstanding from this customer, which represented approximately 7 % and 11 % of our total accounts receivable balance as of December 31, 2022 and 2021 , respectively.
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 Automation Solutions products and integrated solutions to customers in China. Belden and Hite are committed to fund $ 1.53 million and $ 1.47 million, respectively, to the joint venture in the future. The joint venture is determined to not have sufficient equity at risk; therefore, it is considered a variable interest entity. We have determined that Belden is the primary beneficiary of the joint venture, due to both our ownership percentage and our control over the activities of the joint venture that most significantly impact its economic performance based on the terms of the joint venture agreement with Hite. Because Belden is the primary beneficiary of the joint venture, we have consolidated the joint venture in our financial statements. The results of the joint venture attributable to Hite’s ownership are presented as net income (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, 2022, 2021, or 2020.
Certain Belden subsidiaries include noncontrolling interests as of and for the years ended December 31, 2022, 2021 and 2020. The results attributable to the noncontrolling interest holders are not material to our consolidated financial statements and are presented as net income attributable to noncontrolling interests in the Consolidated Statements of Operations. In 2021, we purchased certain noncontrolling interests for $ 2.7 million.
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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,
2022 2021 2020
(In thousands)
Numerator:
Income from continuing operations $ 267,748 $ 198,841 $ 70,718
Less: Net income attributable to noncontrolling interest 159 392 104
Income from continuing operations attributable to Belden common stockholders 267,589 198,449 70,614
Add: Loss from discontinued operations, net of tax ( 3,685 ) ( 136,384 ) ( 115,828 )
Add: Gain (loss) on disposal of discontinued operations, net of tax ( 9,241 ) 1,860 ( 9,948 )
Net income (loss) attributable to Belden common stockholders $ 254,663 $ 63,925 $ ( 55,162 )
Denominator:
Weighted average shares outstanding, basic 43,845 44,802 44,778
Effect of dilutive common stock equivalents 692 559 159
Weighted average shares outstanding, diluted 44,537 45,361 44,937
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, 2022, 2021, and 2020, diluted weighted average shares outstanding exclude outstanding equity awards of 0.8 million , 1.1 million, and 1.5 million, respectively, which are anti-dilutive. In addition, for the years ended December 31, 2022, 2021, and 2020, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million, 0.2 million, and 0.4 million, respectively, 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 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 replaced the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables.
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.
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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 allowance for doubtful accounts for the years ended December 31, 2022 and 2021 (in thousands).
Balance at December 31, 2020 $ 5,085
Current period provision 597
Write-offs ( 326 )
Recoveries collected ( 227 )
Disposals ( 190 )
Currency impact ( 75 )
Balance at December 31, 2021 $ 4,864
Current period provision 6,615
Write-offs ( 3,648 )
Recoveries collected ( 121 )
Acquisitions 319
Currency impact ( 75 )
Balance at December 31, 2022 $ 7,954
Note 10: Inventories
The major classes of inventories were as follows:
December 31,
2022 2021
(In thousands)
Raw materials $ 162,154 $ 157,315
Work-in-process 35,011 43,644
Finished goods 190,311 189,907
Gross inventories 387,476 390,866
Excess and obsolete reserves ( 45,913 ) ( 45,663 )
Net inventories $ 341,563 $ 345,203
Note 11: Property, Plant and Equipment
The carrying values of property, plant and equipment were as follows:
December 31,
2022 2021
(In thousands)
Land and land improvements $ 25,547 $ 27,579
Buildings and leasehold improvements 102,451 109,578
Machinery and equipment 631,680 620,646
Computer equipment and software 127,434 128,153
Construction in process 106,361 65,319
Gross property, plant and equipment 993,473 951,275
Accumulated depreciation ( 611,609 ) ( 607,711 )
Net property, plant and equipment $ 381,864 $ 343,564
Depreciation Expense
We recognized depreciation expense in income from continuing operations of $ 46.7 million, $ 43.9 million, and $ 39.3 million in 2022, 2021, and 2020, respectively.
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Gain on Sale of Asset
During 2022, we sold certain real estate in the United States for $ 42.2 million, net of transaction costs and recognized a $ 37.9 million pre-tax gain on sale. This gain on sale was excluded from Segment EBITDA of our Industrial Automation Solutions segment.
Sale-Leaseback
During 2021, we sold certain real estate in Germany as part of a sale and leaseback transaction for € 24.5 million (approximately $ 27.8 million) and recognized a $ 0.6 million loss on the sale. The lease is for a term of 10 years and as of December 31, 2022 and 2021, had a total right-of-use asset balance of $ 21.7 million and $ 25.3 million, respectively. When the assets met the held for sale criteria during 2021, we performed a recoverability test and determined that the carrying values of the assets were not recoverable and as a result, recognized a $ 2.3 million impairment charge to write them down to fair value. The impairment charge was excluded from Segment EBITDA of our Industrial Automation Solutions segment.
Asset Impairment
During 2021, we sold our oil and gas business in Brazil and recognized an impairment charge of $ 3.4 million (includes a goodwill impairment of $ 1.7 million and intangible asset impairment of $ 1.0 million). See Note 5.
During 2021, we also performed a recoverability test over certain held and used long-lived assets in our Industrial Automation Solutions segment. We determined that the carrying values of the assets were not recoverable and recognized a $ 3.6 million impairment charge to write them down to fair value. This impairment charge was excluded from Segment EBITDA of our Industrial Automation Solutions segment.
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 material residual value guarantees, and our variable lease payments were $ 2.9 million and $ 2.4 million during the years ended December 31, 2022 and 2021, respectively.
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, 2022 or 2021, 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, commencement date, location, and local currency of the leased asset as well as the credit rating of the legal entity leasing the asset.
The components of lease expense were as follows:
Years Ended December 31,
2022 2021 2020
(In thousands)
Operating lease cost $ 21,420 $ 18,607 $ 17,009
Finance lease cost
Amortization of right-of-use asset $ 878 $ 528 $ 124
Interest on lease liabilities 258 14 16
Total finance lease cost $ 1,136 $ 542 $ 140
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Supplemental cash flow information related to leases was as follows:
Years Ended December 31,
2022 2021 2020
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 18,338 $ 15,737 $ 13,629
Operating and financing cash flows from finance leases were not material for the years ended December 31, 2022, 2021 and 2020.
S upplemental balance sheet information related to leases was as follows:
December 31,
2022 2021
(In thousands, except lease term and discount rate)
Operating leases:
Total operating lease right-of-use assets $ 73,376 $ 75,571
Accrued liabilities $ 16,442 $ 16,377
Long-term operating lease liabilities 59,250 61,967
Total operating lease liabilities $ 75,692 $ 78,344
Finance leases:
Other long-lived assets, at cost $ 6,323 $ 3,650
Accumulated depreciation ( 733 ) ( 557 )
Other long-lived assets, net $ 5,590 $ 3,093
Accrued liabilities $ 391 $ 140
Other long-term liabilities 5,928 323
Total finance lease liabilities $ 6,319 $ 463
Weighted Average Remaining Lease Term
Operating leases 6 years 6 years
Finance leases 10 years 4 years
Weighted Average Discount Rate
Operating leases 5.2 % 4.8 %
Finance leases 4.2 % 4.3 %
The following table summarizes maturities of lease liabilities as of December 31, 2022 (in thousands):
2023 $ 15,815
2024 14,809
2025 13,472
2026 11,964
2027 6,464
Thereafter 20,907
Total $ 83,431
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The following table summarizes maturities of lease liabilities as of December 31, 2021 (in thousands):
2022 $ 17,630
2023 15,129
2024 12,342
2025 11,040
2026 9,725
Thereafter 16,972
Total $ 82,838
In addition to the supplemental lease information disclosed above, we are also party to two lease guarantees, whereby Belden has covenanted the lease payments for two Grass Valley property leases which expire in 2029 and 2035 and collectively have approximately $ 20 million of fixed lease payments remaining. These lease guarantees were retained by Belden and not transferred to Black Dragon Capital as part of the Grass Valley sale in 2020 (see Note 5) . Belden is required to make lease payments only if the primary obligor defaults. During 2022, Grass Valley defaulted on both property leases. In 2022, we recognized costs of $ 10.1 million related to the guarantees in selling, general and administrative expenses. These costs were excluded from Segment EBITDA of our Enterprise Solutions segment. As of December 31, 2022, $ 9.4 million of the $ 10.1 million remained as a liability for expected, future payments. The liability is based on certain assumptions, such as receiving a level of sublease income, that we will reassess on an ongoing basis. We will update the estimated liability balance for changes in assumptions as needed.
Note 13: Intangible Assets
The carrying values of intangible assets were as follows:
December 31, 2022 December 31, 2021
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
(In thousands) (In thousands)
Goodwill $ 862,253 $ — $ 862,253 $ 821,448 $ — $ 821,448
Definite-lived intangible assets subject to amortization:
Developed technology $ 273,524 $ ( 190,808 ) $ 82,716 $ 241,499 $ ( 171,455 ) $ 70,044
Customer relationships 253,275 ( 129,730 ) 123,545 241,395 ( 117,064 ) 124,331
Trademarks 40,951 ( 30,077 ) 10,874 39,618 ( 26,271 ) 13,347
Backlog 13,554 ( 11,192 ) 2,362 11,580 ( 8,827 ) 2,753
In-service research and development 5,507 ( 5,342 ) 165 5,551 ( 5,206 ) 345
Non-compete agreements 780 ( 612 ) 168 618 ( 283 ) 335
Total intangible assets subject to amortization $ 587,591 $ ( 367,761 ) $ 219,830 $ 540,261 $ ( 329,106 ) $ 211,155
Indefinite-lived intangible assets not subject to amortization:
Trademarks $ 27,000 $ — $ 27,000 $ 27,000 $ — $ 27,000
Total intangible assets not subject to amortization $ 27,000 $ — $ 27,000 $ 27,000 $ — $ 27,000
Intangible assets $ 614,591 $ ( 367,761 ) $ 246,830 $ 567,261 $ ( 329,106 ) $ 238,155
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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 Automation Solutions Consolidated
(In thousands)
Balance at December 31, 2020 $ 474,747 $ 314,988 $ 789,735
Acquisitions — 41,749 41,749
Impairment — ( 1,664 ) ( 1,664 )
Translation impact
( 1,506 ) ( 6,866 ) ( 8,372 )
Balance at December 31, 2021 $ 473,241 $ 348,207 $ 821,448
Acquisitions 6,528 44,068 50,596
Translation impact ( 1,935 ) ( 7,856 ) ( 9,791 )
Balance at December 31, 2022 $ 477,834 $ 384,419 $ 862,253
The changes in the carrying amount of indefinite-lived trademarks are as follows:
Enterprise Solutions Industrial Automation Solutions Consolidated
(In thousands)
Balance at December 31, 2020 $ 27,000 $ 4,063 $ 31,063
Reclassify to definite-lived — ( 4,063 ) ( 4,063 )
Balance at December 31, 2021 and 2022 $ 27,000 $ — $ 27,000
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 2022 goodwill impairment test, we performed a quantitative assessment for one of our reporting units and determined the estimated fair value by calculating the present value of its estimated future cash flows using Level 3 inputs. We determined that the fair value for the reporting unit was in excess of its carrying value. We performed a qualitative assessment for the remaining five reporting units, and determined that it was more likely than not that the fair value of each reporting unit was greater than its respective carrying value. Therefore, we did no t record any goodwill impairment in 2022. We did no t recognize any goodwill impairment from continuing operations in 2021 or 2020 other than a $ 1.7 million impairment in 2021 in connection with the sale of our oil and gas business in Brazil. See Note 5.
For our quantitative impairment test in 2022, the excess of the fair value over the carrying value for the reporting unit was 48 %. The assumptions used to estimate fair value 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 assessment, the discount rate was 13.1 %, the 2023 to 2032 compounded annual revenue growth rate was 4.9 %, and the revenue growth rate beyond 2032 was 2.5 %. By their nature, these assumptions involve risks and uncertainties. There is inherent risk associated with using an income approach to estimate fair values. If actual results are significantly different from our estimates or assumptions, we may have to recognize impairment charges that could be material.
We tested our indefinite-lived intangible asset, a trademark, for impairment during the fourth quarter using a quantitative assessment. We determined the fair value of the 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 indefinite-lived intangible asset impairment charges in 2022, 2021, or 2020.
Disposal Group Impairment
Prior to the Tripwire divestiture in 2022, we recognized a goodwill impairment charge of $ 131.2 million during 2021. We also wrote down the carrying value of the Grass Valley disposal group and recognized asset impairments totaling $ 113.0 million during 2020. See Note 5.
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Amortization Expense
We recognized amortization expense in income from continuing operations of $ 41.7 million, $ 32.2 million, and $ 29.9 million in 2022, 2021, and 2020, respectively. We expect to recognize annual amortization expense of $ 38.0 million in 2023, $ 34.2 million in 2024, $ 28.7 million in 2025, $ 18.2 million in 2026, and $ 16.3 million in 2027 related to our intangible assets balance as of December 31, 2022.
The weighted-average amortization period for our customer relationships, developed technology, trademarks, in-service research and development, non-compete agreements, and backlog is 19.0 years, 8.0 years, 6.6 years, 5.0 years, 3.5 years, and 0.9 years, respectively.
At the beginning of 2021, we re-evaluated the useful life of a certain trademark in our Industrial Automation Solutions segment and concluded that an indefinite life for this trademark was no longer appropriate. We estimated a useful life of five years for the trademark and will re-evaluate this estimate if and when our expected use of the trademark changes. We began amortizing the trademark in 2021, which resulted in amortization expense of $ 0.8 million for each of the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, the net book value of this trademark was $ 2.5 million and $ 3.3 million, respectively.
Note 14: Accrued Liabilities
The carrying values of accrued liabilities were as follows:
December 31,
2022 2021
(In thousands)
Wages, severance and related taxes $ 86,536 $ 95,728
Accrued rebates 55,559 55,520
Employee benefits 26,421 25,102
Deferred revenue 26,215 12,256
Accrued interest 18,154 20,847
Lease liabilities 16,833 16,518
Other (individual items less than 5% of total current liabilities) 60,143 52,137
Accrued liabilities $ 289,861 $ 278,108
Note 15: Severance, Restructuring, and Acquisition Integration Activities
Manufacturing Footprint Program
We are consolidating our manufacturing footprint in the Americas region. We recognized $ 8.3 million of severance and other restructuring costs for this program during the year ended December 31 , 2022 . The costs were incurred by both the Enterprise Solutions and In dustrial Automation Solutions segments.
Acquisition Integration Program
We are integrating our recent acquisitions with our existing businesses to achieve desired cost savings, which are primarily focused on consolidating existing and acquired facilities as well as other support functions. We recognized $ 8.2 million, $ 12.6 million, and $ 4.9 million of severance and other restructuring costs for this program during the years ended December 31, 2022, 2021, and 2020, respectively. These costs were incurred by both the Enterprise Solutions and Industrial Automation Solutions segments .
Cost Reduction Program
We executed a cost reduction program to streamline the organizational structure and invest in technology to drive productivity. We recognized $ 5.8 million and $ 4.0 million of severance and other restructuring costs for this program during the years ended December 31, 2021 and 2020, respectively. These costs were incurred by both the Enterprise Solutions and Industrial Automation Solutions segments.
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The following table summarizes the severance and other restructuring and integration costs of the Manufacturing Footprint Program, Acquisition Integration Program and Cost Reduction Program described above by segment:
Severance Other Restructuring
and Integration Costs Total Costs
(In thousands)
Year Ended December 31, 2022
Enterprise Solutions $ 1,070 $ 7,060 $ 8,130
Industrial Automation Solutions 493 7,847 8,340
Total $ 1,563 $ 14,907 $ 16,470
Year Ended December 31, 2021
Enterprise Solutions $ 1,121 $ 11,062 $ 12,183
Industrial Automation Solutions 2,555 3,629 6,184
Total $ 3,676 $ 14,691 $ 18,367
Year Ended December 31, 2020
Enterprise Solutions $ 1,263 $ 4,859 $ 6,122
Industrial Automation Solutions 1,935 863 2,798
Total $ 3,198 $ 5,722 $ 8,920
The restructuring and integration costs incurred during 2022, 2021 and 2020 primarily consisted of equipment transfer, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs. The majority of the restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days.
There were no significant severance accrual balances as of December 31, 2022 or December 31, 2021.
The following table summarizes the severance and other restructuring and integration costs of the Manufacturing Footprint Program, Acquisition Integration Program and Cost Reduction Program described above by financial statement line item in the Consolidated Statement of Operations:
Years Ended December 31,
2022 2021 2020
(In thousands)
Cost of sales $ 10,060 $ 8,493 $ 585
Selling, general and administrative expenses 6,410 9,874 8,335
Total $ 16,470 $ 18,367 $ 8,920
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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,
2022 2021
(In thousands)
Revolving credit agreement due 2026 $ — $ —
Senior subordinated notes:
4.125 % Senior subordinated notes due 2026
— 227,240
3.375 % Senior subordinated notes due 2027
480,330 511,290
3.875 % Senior subordinated notes due 2028
373,590 397,670
3.375 % Senior subordinated notes due 2031
320,220 340,860
Total senior subordinated notes 1,174,140 1,477,060
Less unamortized debt issuance costs ( 12,964 ) ( 17,069 )
Long-term debt $ 1,161,176 $ 1,459,991
Revolving Credit Agreement due 2026
In 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 our available borrowing capacity of 0.25 %. In the event 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. In 2021, we paid approximately $ 2.3 million of fees when we amended the Revolver, which are being amortized over the remaining term of the Revolver. As of December 31, 2022, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 291.1 million.
In April 2020, we borrowed $ 190.0 million on our Revolver due to the initial uncertainties arising from the COVID-19 pandemic. We fully repaid the borrowings during 2020.
Senior Subordinated Notes
We had outstanding € 300.0 million aggregate principal amount of 2.875 % senior subordinated notes due 2025 (the 2025 Notes). In 2021, we repurchased the full € 300.0 million 2025 Notes outstanding for cash consideration of € 302.2 million ($ 358.5 million), including a redemption premium, and recognized a $ 5.7 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.
We had outstanding € 200.0 million aggregate principal amount of 4.125 % senior subordinated notes due 2026 (the 2026 Notes). In 2022, we repurchased the full € 200.0 million 2026 Notes outstanding for cash consideration of € 204.1 million ($ 227.9 million), including a redemption premium, and recognized a $ 6.4 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.
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, 2022 is $ 480.3 million. The 2027 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2027 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2028 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year.
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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 December 31, 2022 is $ 373.6 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 2031 and 2027 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year.
In 2021, we completed an offering for € 300.0 million ($ 356.0 million at issuance) aggregate principal amount of 3.375 % senior subordinated notes due 2031 (the 2031 Notes). The carrying value of the 2031 Notes as of December 31, 2021 is $ 320.2 million. The 2031 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2031 Notes rank equal in right of payment with our senior subordinated notes due 2028 and 2027 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantor s, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year, commencing January 15, 2022. In 2021, we paid approximately $ 5.9 million of fees associated with the issuance of the 2031 Notes, which are being amortized over the life of the 2031 Notes using the effective interest method. We used the net proceeds from this offering, along with cash on hand, to fund the full redemption of the 2025 Notes - see further discussion above.
The senior subordinated notes due 2027, 2028, and 2031 are redeemable after July 15, 2022, March 15, 2023, and July 15, 2026 respectively, at the following redemption prices as a percentage of the face amount of the notes:
Senior Subordinated Notes due
2027 2028 2031
Year Percentage Year Percentage Year Percentage
2022 101.688 % 2023 101.938 % 2026 101.688 %
2023 101.125 % 2024 101.292 % 2027 100.844 %
2024 100.563 % 2025 100.646 % 2028 100.422 %
2025 and thereafter 100.000 % 2026 and thereafter 100.000 % 2029 and thereafter 100.000 %
Fair Value of Long-Term Debt
The fair value of our senior subordinated notes as of December 31, 2022 was approximately $ 1,046.3 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 $ 1,174.1 million as of December 31, 2022.
Maturities
Maturities on outstanding long-term debt and other borrowings during each of the five years subsequent to December 31, 2022 are as follows (in thousands):
2023 $ —
2024 —
2025 —
2026 —
2027 480,330
Thereafter 693,810
$ 1,174,140
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, 2022, € 567.8 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, 2022, 2021, and 2020, the transaction gain (loss) associated with the net investment hedge reported in other comprehensive income was $ 41.9 million, $ 67.6 million, and $( 56.2 ) million, respectively. During 2022 and 2020, we de-designated € 200.0 million and € 532.2 million, respectively, of our outstanding debt that was previously designated as a net investment hedge. After the de-designation, transaction gains or losses associated with this debt are reported in income from continuing operations.
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Note 18: Income Taxes
Years Ended December 31,
2022 2021 2020
(in thousands)
Income (loss) before taxes:
United States operations $ 97,900 $ 188,650 $ ( 102,300 )
Foreign operations 219,493 38,130 193,116
Income before taxes $ 317,393 $ 226,780 $ 90,816
Income tax expense (benefit):
Currently payable
United States federal $ 34,310 $ 1,649 $ 3,488
United States state and local 4,801 2,453 906
Foreign 6,677 15,984 13,346
45,788 20,086 17,740
Deferred
United States federal ( 446 ) 16,354 372
United States state and local ( 50 ) 5,988 ( 1,923 )
Foreign 4,353 ( 14,489 ) 3,909
3,857 7,853 2,358
Income tax expense $ 49,645 $ 27,939 $ 20,098
In addition to the above income tax expense associated with continuing operations, we also recorded an income tax benefit associated with discontinued operations of $ 2.5 million, $ 2.7 million, and $ 31.0 million, in 2022, 2021, and 2020, respectively.
Years Ended December 31,
2022 2021 2020
Effective income tax rate reconciliation from continuing operations:
United States federal statutory rate 21.0 % 21.0 % 21.0 %
State and local income taxes 1.2 % 3.4 % ( 0.7 )%
Impact of change in tax contingencies 0.1 % ( 0.7 )% 1.5 %
Foreign income tax rate differences ( 10.9 )% 0.7 % ( 27.9 )%
Impact of change in deferred tax asset valuation allowance ( 2.5 )% ( 19.1 )% 3.0 %
Domestic permanent differences and tax credits 6.3 % 6.0 % 25.5 %
Impact of share-based compensation 0.4 % 1.0 % 1.0 %
Impact of CARES act — % — % ( 1.3 )%
15.6 % 12.3 % 22.1 %
In 2022, 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 expense (benefit) of $( 34.4 ) million, $ 1.5 million, and $( 25.4 ) million in 2022, 2021, and 2020, respectively.
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 $ 20.0 million in 2022, primarily associated with our foreign income inclusions.
In addition, we recognized a total income tax benefit from changes in deferred tax asset valuation allowances of $ 7.9 million in 2022, primarily due to the release of a valuation allowance against the capital loss for the sale of certain real estate in the U.S.
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.
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The components of deferred income taxes were as follows:
December 31,
2022 2021
(In thousands)
Components of deferred income tax balances:
Deferred income tax liabilities:
Plant, equipment, and intangibles $ ( 94,189 ) $ ( 89,632 )
Right of use asset ( 19,853 ) ( 18,254 )
( 114,042 ) ( 107,886 )
Deferred income tax assets:
Postretirement, pensions, and stock compensation 17,368 32,201
Reserves and accruals 25,519 20,362
Net operating loss, capital loss, and tax credit carryforwards 149,607 84,285
Lease liability 19,938 18,255
Valuation allowances ( 142,330 ) ( 66,594 )
70,102 88,509
Net deferred income tax liability $ ( 43,940 ) $ ( 19,377 )
On February 22, 2022, we completed the divestiture of Tripwire. The increase in deferred tax assets related to net operating loss, capital loss, and tax credit carryforwards primarily relates to the $ 72.8 million deferred tax asset associated with the capital loss that was derived on the sale. A full valuation allowance has been placed against this deferred tax asset as we do not expect to be able to utilize it prior to its expiration.
As of December 31, 2022, we had $ 101.3 million of gross net operating loss carryforwards, $ 6.3 million of tax credit carryforwards, and $ 547.0 million of gross capital loss carryforwards. Unless otherwise utilized, net operating loss carryforwards will expire upon the filing of the tax returns for the following respective years: $ 1.5 million in 2022, $ 6.6 million between 2023 and 2025, and $ 50.5 million between 2026 and 2041. Net operating loss with an indefinite carryforward period total $ 42.7 million. Of the $ 101.3 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 $ 42.1 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 $ 6.3 million will expire as follows: $ 0.6 million in 2022, $ 0.7 million between 2023 and 2025, and $ 3.3 million between 2026 and 2041. Tax credit carryforwards with an indefinite carryforward period total $ 1.7 million. We have determined, based on the weight of all available evidence, both positive and negative, that we will utilize $ 3.5 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.
Unless otherwise utilized, of the $ 547.0 million in gross capital loss carryforwards, $ 502.8 million will expire between 2025 and 2027 and the remaining $ 44.2 million have an indefinite carryforward period. A full valuation allowance has been recorded as we do not expect to be able to utilize the capital losses.
The following tables summarize our net operating loss carryforwards and tax credit carryforwards as of December 31, 2022 by jurisdiction:
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Net Operating Loss Carryforwards
(In thousands)
Australia $ 8,551
Germany 19,824
Netherlands 1,071
Other 10,502
United Kingdom 11,428
United States - Federal and various states 49,955
Total $ 101,331
Tax Credit Carryforwards
(In thousands)
Belgium $ 1,227
United States 5,072
Total $ 6,299
In 2022, we recognized a net $ 0.4 million increase to reserves for uncertain tax positions. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
2022 2021
(In thousands)
Balance at beginning of year $ 5,821 $ 8,573
Additions based on tax positions related to the current year 359 422
Additions for tax positions of prior years — 168
Reductions for tax positions of prior years - Settlement — ( 3,264 )
Reduction for tax positions of prior years - Statute of limitations — ( 78 )
Balance at end of year $ 6,180 $ 5,821
The balance of $ 6.2 million at December 31, 2022 reflects tax positions that, if recognized, would impact our effective tax rate.
Our practice is to recognize interest and penalties related to uncertain tax positions in interest expense and operating expenses, respectively. We have no accrual for the payment of interest and penalties as of December 31, 2022 and 2021.
Our federal tax return for the tax years 2014 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.
On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law. We are evaluating the effect that the Act will have on our consolidated financial statements and related disclosures. None of the tax provisions of the Act are expected to have a material impact to our consolidated financial statements and related disclosures.
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, Switzerland, 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.
Benefits provided to employees under defined contribution plans include cash and stock contributions by the Company based on either hours worked by the employee or a percentage of the employee’s compensation. Defined contribution expense for 2022, 2021, and 2020 w as $ 13.4 million, $ 12.2 million, and $ 8.8 million, respectively.
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We sponsor unfunded postretirement medical and life insurance benefit plans for certain 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, 2022 2021 2022 2021
(In thousands)
Change in benefit obligation:
Benefit obligation, beginning of year $ ( 471,834 ) $ ( 492,925 ) $ ( 27,625 ) $ ( 29,498 )
Service cost ( 3,491 ) ( 3,953 ) ( 24 ) ( 33 )
Interest cost ( 9,248 ) ( 7,512 ) ( 761 ) ( 727 )
Participant contributions ( 350 ) ( 143 ) ( 5 ) ( 4 )
Actuarial gain 123,851 19,778 5,690 1,391
Acquisitions and divestitures ( 9,257 ) ( 12,886 ) — —
Settlements 6,567 5,855 — —
Other — — ( 21 ) —
Foreign currency exchange rate changes 33,316 7,226 1,409 ( 227 )
Benefits paid 13,022 12,726 1,393 1,473
Benefit obligation, end of year $ ( 317,424 ) $ ( 471,834 ) $ ( 19,944 ) $ ( 27,625 )
During 2022, the actuarial gain was primarily due to increases in discount rates.
Pension Benefits Other Benefits
Years Ended December 31, 2022 2021 2022 2021
(In thousands)
Change in plan assets:
Fair value of plan assets, beginning of year $ 394,026 $ 361,802 $ — $ —
Actual return on plan assets ( 84,595 ) 32,467 — —
Employer contributions 12,080 11,618 1,388 1,469
Plan participant contributions 350 143 5 4
Acquisitions and divestitures 6,772 9,339 — —
Settlements ( 6,567 ) ( 5,790 ) — —
Foreign currency exchange rate changes ( 27,712 ) ( 2,827 ) — —
Benefits paid ( 13,022 ) ( 12,726 ) ( 1,393 ) ( 1,473 )
Fair value of plan assets, end of year $ 281,332 $ 394,026 $ — $ —
Funded status, end of year $ ( 36,092 ) $ ( 77,808 ) $ ( 19,944 ) $ ( 27,625 )
Amounts recognized in the balance sheets:
Prepaid benefit cost $ 16,251 $ 20,177 $ — $ —
Accrued benefit liability, current ( 3,106 ) ( 3,173 ) ( 1,353 ) ( 1,440 )
Accrued benefit liability, noncurrent ( 49,237 ) ( 94,812 ) ( 18,591 ) ( 26,185 )
Net funded status $ ( 36,092 ) $ ( 77,808 ) $ ( 19,944 ) $ ( 27,625 )
The accumulated benefit obligation for all defined benefit pension plans was $ 305.7 million and $ 494.7 million at December 31, 2022 and 2021, 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 $ 262.7 million, $ 251.0 million, and $ 210.4 million, re spectively, as of December 31, 2022 and $ 265.5 million, $ 261.3 million, and $ 167.5 million, respectively, as of December 31, 2021.
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 $ 19.9 million and $ 0.0 million , respectively, as of December 31, 2022 and were $ 27.6 million and $ 0.0 million , respectively, as of December 31, 2021. The following table provides the components of net periodic benefit costs for the plans.
Pension Benefits Other Benefits
Years Ended December 31, 2022 2021 2020 2022 2021 2020
(In thousands)
Components of net periodic benefit cost:
Service cost $ 3,491 $ 3,953 $ 3,930 $ 24 $ 33 $ 33
Interest cost 9,248 7,512 9,729 761 727 809
Expected return on plan assets ( 16,023 ) ( 16,337 ) ( 16,357 ) — — —
Amortization of prior service cost 174 110 190 — — —
Settlement loss (gain) 1,189 ( 18 ) 3,153 — — —
Other adjustments — ( 191 ) — — — —
Net loss (gain) recognition 734 3,764 2,930 ( 73 ) ( 43 ) ( 59 )
Net periodic benefit cost (income) $ ( 1,187 ) $ ( 1,207 ) $ 3,575 $ 712 $ 717 $ 783
We recorded settlement losses totaling $ 1.2 million and $ 3.2 million during 2022 and 2020, respectively. 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,
2022 2021 2022 2021
Weighted average assumptions for benefit obligations at year end:
Discount rate 4.9 % 2.0 % 5.2 % 2.9 %
Salary increase 3.2 % 3.3 % N/A N/A
Cash balance interest credit rate 4.5 % 4.7 % N/A N/A
Weighted average assumptions for net periodic cost for the year:
Discount rate 2.0 % 1.5 % 2.9 % 2.5 %
Salary increase 3.3 % 3.2 % N/A N/A
Cash balance interest credit rate 4.7 % 4.6 % N/A N/A
Expected return on assets 4.4 % 4.6 % N/A N/A
Assumed health care cost trend rates:
Health care cost trend rate assumed for next year N/A N/A 5.3 % 5.4 %
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 2023 2027
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. 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
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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 50 - 60 % in asset protection investments and 40 - 50 % in asset growth investments and for our pension plans where the majority of the participants are in payment or terminated vested status is 60 - 90 % in asset protection investments and 10 - 40 % 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 combined 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, 2022 December 31, 2021
Fair Market Value at December 31, 2022 Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Investments Measured at Net Asset Value Fair Market Value at December 31, 2021 Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Investments Measured at Net Asset Value
(In thousands) (In thousands)
Asset Category:
Equity securities(a)
U.S. equities fund $ 49,153 $ 4,384 $ — $ 44,769 $ 77,687 $ 2,913 $ — $ 83,047
Non-U.S. equities fund 51,227 5,393 — 45,834 77,299 6,267 — 56,028
Debt securities(b)
Government bond fund 56,318 — 2,011 54,307 64,255 — 731 97,646
Corporate bond fund 67,406 — 7,175 60,231 108,729 — 11,507 70,284
Fixed income fund(c) 22,680 — — 22,680 16,939 — — 7,320
Liability driven investment fund(d) 14,629 — — 14,629 22,713 — — 22,713
Other investments(e) 10,531 — — 10,531 15,103 — — 17,367
Cash & equivalents 9,388 3,242 — 6,146 11,301 5,271 — 5,344
Total $ 281,332 $ 13,019 $ 9,186 $ 259,127 $ 394,026 $ 14,451 $ 12,238 $ 359,749
(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.
(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.
(c) This category includes guaranteed insurance contracts and annuity policies.
(d) This category includes investments in funds that are designed to provide leveraged exposure to changes in interest rates. The fund purchases shares of funds that invest in government bonds, debt repurchase agreements, total return swaps and interest rate swaps.
(e) 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.
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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, 2022 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)
2023 $ 20,837 $ 1,388
2024 22,218 1,392
2025 20,155 1,395
2026 21,101 1,397
2027 20,756 1,403
2027-2031 97,066 7,062
Total $ 202,133 $ 14,037
We anticipa te contributing $ 8.2 million and $ 1.4 million to our pension and other postretirement plans, respectively, during 2023.
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, 2022 and the changes in these amounts during the year ended December 31, 2022 are as follows.
Pension
Benefits Other
Benefits
(In thousands)
Components of accumulated other comprehensive loss:
Net actuarial loss (gain) $ 11,695 $ ( 7,117 )
Net prior service cost 2,197 —
$ 13,892 $ ( 7,117 )
Pension
Benefits Other
Benefits
(In thousands)
Changes in accumulated other comprehensive loss:
Net actuarial loss (gain), beginning of year $ 39,995 $ ( 1,770 )
Amortization of actuarial gain (loss) ( 734 ) 73
Actuarial gain ( 123,851 ) ( 5,690 )
Asset loss 100,618 —
Settlement loss recognized ( 1,189 ) —
Currency impact ( 3,144 ) 270
Net actuarial loss (gain), end of year $ 11,695 $ ( 7,117 )
Prior service cost, beginning of year $ 2,661 $ —
Amortization of prior service cost ( 174 ) —
Currency impact ( 290 ) —
Prior service cost, end of year $ 2,197 $ —
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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, 2020 $ ( 131,181 ) $ ( 60,670 ) $ ( 191,851 )
Other comprehensive income attributable to Belden before reclassifications 90,690 28,653 119,343
Amounts reclassified from accumulated other comprehensive income ( 977 ) 2,919 1,942
Net current period other comprehensive income attributable to Belden 89,713 31,572 121,285
Balance at December 31, 2021 $ ( 41,468 ) $ ( 29,098 ) $ ( 70,566 )
Other comprehensive income attributable to Belden before reclassifications 42,531 23,629 66,160
Amounts reclassified from accumulated other comprehensive income ( 3,007 ) 1,542 ( 1,465 )
Net current period other comprehensive income attributable to Belden 39,524 25,171 64,695
Balance at December 31, 2022 $ ( 1,944 ) $ ( 3,927 ) $ ( 5,871 )
As of December 31, 2022, the tax balances included in accumulated other comprehensive income (loss) in the table above are not material.
The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss):
Amount Reclassified from
Accumulated Other
Comprehensive Income (Loss) (1) 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 losses $ 1,189 (2)
Actuarial losses 661 (2)
Prior service cost 174 (2)
Total before tax 2,024
Tax benefit ( 482 )
Total net of tax $ 1,542
(1) We also reclassified $ 3.0 million of accumulated foreign currency translation gains associated with the sale of Tripwire.
(2) The amortization of these accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs (see Note 19).
Note 21: Share-Based Compensation
Compensation cost included in income from continuing operations, 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,
2022 2021 2020
(In thousands)
Total share-based compensation cost $ 23,454 $ 22,627 $ 17,405
Income tax benefit 5,582 5,385 4,142
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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 expected to recognize total incremental compensation expense as a result of the modification of $ 4.4 million. The expense will be recognized over the applicable service periods, which extend to 2023.
Years Ended December 31,
2022 2021 2020
(In thousands, except weighted average fair
value and assumptions)
Weighted-average fair value of SARs granted $ 21.85 $ 18.30 $ 18.29
Total intrinsic value of SARs exercised 4,384 1,581 545
Tax benefit from SARs exercised 678 327 26
Weighted-average fair value of restricted stock units granted 61.61 51.76 41.75
Total fair value of restricted stock units vested 16,830 12,623 6,600
Expected volatility 43.00 % 45.34 % 37.55 %
Expected term (in years) 5.6 5.7 5.7
Risk-free rate 1.89 % 0.70 % 1.44 %
Dividend yield 0.37 % 0.44 % 0.39 %
SARs Restricted Stock 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, 2022 1,244 $ 63.18 n/a n/a 964 $ 50.08
Granted 165 53.83 n/a n/a 395 61.61
Exercised or converted ( 340 ) 56.18 n/a n/a ( 307 ) 54.70
Forfeited or expired ( 111 ) 62.64 n/a n/a ( 155 ) 51.37
Outstanding at December 31, 2022 958 $ 64.13 4.8 $ 10,017 897 $ 54.59
Vested or expected to vest at December 31, 2022 282 $ 50.19 8.5 $ 6,132
Exercisable or convertible at December 31, 2022 676 $ 69.95 3.3 $ 3,885
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At December 31, 2022, the total unrecognized compensat ion cost related to all nonvested awards was $ 34.9 million. That cost is expected to be recognized over a weighted-average period of 2.0 years. Historically, we have issued treasury shares, if available, to satisfy award c onversions and exercises.
Note 22: Share Repurchases
In 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 2020, we repurchased 1.0 million shares of our common stock for an aggregate cost of $ 35.0 million at an average price per share of $ 35.83 . During 2021, we did no t repurchase shares of our common stock. During 2022, we repurchased 2.6 million shares of our common stock for an aggregate cost of $ 150.0 million at an average price per share of $ 57.95 . From inception of our program, we have repurchased 4.5 million shares of our common stock for an aggregate cost of $ 235.0 million and an average price of $ 52.75 . As of Dec ember 31, 2022, we had $ 65.0 million of authorizations remaining under the program.
Note 23: 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 eight are distributors, constitute in aggregate approximately 45 %, 44 %, and 43 % of revenues in 2022, 2021, and 2020, respectively.
Unconditional Commodity Purchase Obligations
At December 31, 2022, we were committed to purchase approximately 4.2 million pounds of copper at an aggregate fixed cost of $ 15.6 million. At December 31, 2022, this fixed cost was $ 0.3 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 27 % 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 2023.
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, 2022 are considered representative of their respective fair values. The fair value of our senior subordinated notes at December 31, 2022 and 2021 was approximately $ 1,046.3 million and $ 1,509.2 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 $ 1,174.1 million and $ 1,477.1 million as of December 31, 2022 and 2021, respectively.
Note 24: 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, 2022, we were party to unused standby letters of credit, bank guarantees, and surety bonds totaling $ 7.9 million, $ 5.6 million, and $ 3.8 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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Table of Contents
Note 25: Supplemental Cash Flow Information
Supplemental cash flow information is as follows:
Years Ended December 31,
2022 2021 2020
(In thousands)
Income tax refunds received $ 16,480 $ 6,120 $ 4,460
Income taxes paid ( 71,255 ) ( 40,139 ) ( 25,259 )
Interest paid ( 45,168 ) ( 54,176 ) ( 53,029 )
Note 25: Subsequent Events
On January 18, 2023, we entered into an agreement to sell our property in Ontario, Canada as part of a sale and leaseback transaction for $ 17.4 million. The sale is expected to close during 2023.
On February 22, 2023, Roel Vestjens resigned from the Company, and Ashish Chand was appointed President and Chief Executive Officer. Dr. Chand joined the Company in 2002 and most recently served as Executive Vice President of Industrial Automation Solutions since July 2019, and Managing Director of Belden Asia Pacific from August 2017.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.