BELDEN INC. 10-Q

Item 1. Financial Statements BELDEN INC. CONDENSED CONSOLIDATED BALANCE SHEETS April 2, 2023 December 31, 2022 (Unaudited) (In thousands) ASSETS Current assets: Cash and cash equivalents $ 589,045 $ 687,676 Receivables, net 417,868 440,102 Inventories, net 370,729 341,563 Other current assets 63,431 66,866 Total current assets 1,441,073 1,536,207 Property, plant and equipment, less accumulated depreciation 381,901 381,864 Operating lease right-of-use assets 74,451 73,376 Goodwill 864,244 862,253 Intangible assets, less accumulated amortization 243,002 246,830 Deferred income taxes 14,798 14,642 Other long-lived assets 47,312 46,503 $ 3,066,781 $ 3,161,675 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 295,049 $ 350,058 Accrued liabilities 239,436 289,861 Total current liabilities 534,485 639,919 Long-term debt 1,179,007 1,161,176 Postretirement benefits 67,403 67,828 Deferred income taxes 58,494 58,582 Long-term operating lease liabilities 61,400 59,250 Other long-term liabilities 31,775 30,970 Stockholders’ equity: Common stock 503 503 Additional paid-in capital 809,596 825,669 Retained earnings 812,564 751,522 Accumulated other comprehensive loss ( 23,171 ) ( 5,871 ) Treasury stock ( 465,969 ) ( 428,812 ) Total Belden stockholders’ equity 1,133,523 1,143,011 Noncontrolling interests 694 939 Total stockholders’ equity 1,134,217 1,143,950 $ 3,066,781 $ 3,161,675 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. -1- BELDEN INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) Three Months Ended April 2, 2023 April 3, 2022 (In thousands, except per share data) Revenues $ 641,789 $ 610,371 Cost of sales ( 395,684 ) ( 401,511 ) Gross profit 246,105 208,860 Selling, general and administrative expenses ( 121,574 ) ( 103,066 ) Research and development expenses ( 29,384 ) ( 23,456 ) Amortization of intangibles ( 9,610 ) ( 8,817 ) Operating income 85,537 73,521 Interest expense, net ( 8,201 ) ( 14,411 ) Non-operating pension benefit 488 1,200 Loss on debt extinguishment — ( 6,392 ) Income from continuing operations before taxes 77,824 53,918 Income tax expense ( 14,879 ) ( 9,822 ) Income from continuing operations 62,945 44,096 Loss from discontinued operations, net of tax — ( 3,685 ) Loss on disposal of discontinued operations, net of tax — ( 4,567 ) Net income 62,945 35,844 Less: Net income (loss) attributable to noncontrolling interest ( 247 ) 3 Net income attributable to Belden stockholders $ 63,192 $ 35,841 Weighted average number of common shares and equivalents: Basic 42,827 44,811 Diluted 43,669 45,567 Basic income (loss) per share attributable to Belden stockholders: Continuing operations $ 1.48 $ 0.98 Discontinued operations — ( 0.08 ) Disposal of discontinued operations — ( 0.10 ) Net income $ 1.48 $ 0.80 Diluted income (loss) per share attributable to Belden stockholders: Continuing operations $ 1.45 $ 0.97 Discontinued operations — ( 0.08 ) Disposal of discontinued operations — ( 0.10 ) Net income $ 1.45 $ 0.79 Comprehensive income attributable to Belden $ 45,892 $ 39,769 Common stock dividends declared per share $ 0.05 $ 0.05 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. -2- BELDEN INC. CONDENSED CONSOLIDATED CASH FLOW STATEMENTS (Unaudited) Three Months Ended April 2, 2023 April 3, 2022 (In thousands) Cash flows from operating activities: Net income $ 62,945 $ 35,844 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 23,416 21,083 Share-based compensation 6,253 5,224 Loss on debt extinguishment — 6,392 Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals: Receivables 13,928 37,617 Inventories ( 28,152 ) ( 46,959 ) Accounts payable ( 56,056 ) ( 21,373 ) Accrued liabilities ( 54,551 ) ( 83,527 ) Income taxes 2,701 2,209 Other assets ( 4,111 ) ( 2,915 ) Other liabilities 1,755 ( 11,550 ) Net cash used for operating activities ( 31,872 ) ( 57,955 ) Cash flows from investing activities: Capital expenditures ( 13,844 ) ( 10,963 ) Cash used for business acquisitions, net of cash acquired — ( 65,990 ) Proceeds from disposal of tangible assets 1 56 Proceeds from disposal of businesses, net of cash sold 10,000 338,686 Net cash provided by (used for) investing activities ( 3,843 ) 261,789 Cash flows from financing activities: Payments under share repurchase program ( 50,000 ) ( 50,000 ) Withholding tax payments for share-based payment awards ( 13,292 ) ( 3,700 ) Cash dividends paid ( 2,146 ) ( 2,276 ) Payments under financing lease obligations ( 38 ) ( 45 ) Payments under borrowing arrangements — ( 230,639 ) Proceeds from issuance of common stock 1,679 — Net cash used for financing activities ( 63,797 ) ( 286,660 ) Effect of foreign currency exchange rate changes on cash and cash equivalents 881 ( 1,349 ) Decrease in cash and cash equivalents ( 98,631 ) ( 84,175 ) Cash and cash equivalents, beginning of period 687,676 643,757 Cash and cash equivalents, end of period $ 589,045 $ 559,582 The Condensed Consolidated Cash Flow Statement for the three months ended April 3, 2022 includes the results of discontinued operations up to the February 22, 2022 disposal date. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. -3- BELDEN INC. CONDENSED CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS (Unaudited) Belden Inc. Stockholders Additional Accumulated Other Non-controlling Common Stock Paid-In Retained Treasury Stock Comprehensive Shares Amount Capital Earnings Shares Amount Income (Loss) Interests Total (In thousands) Balance at December 31, 2022 50,335 $ 503 $ 825,669 $ 751,522 ( 7,502 ) $ ( 428,812 ) $ ( 5,871 ) $ 939 $ 1,143,950 Net income (loss) — — — 63,192 — — — ( 247 ) 62,945 Other comprehensive income (loss), net of tax — — — — — — ( 17,300 ) 2 ( 17,298 ) Common stock issuance — — ( 420 ) — 37 2,099 — — 1,679 Retirement Savings Plan stock contributions — — 638 — 28 1,758 — — 2,396 Exercise of stock options, net of tax withholding forfeitures — — ( 4,547 ) — 47 1,951 — — ( 2,596 ) Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 17,997 ) — 196 7,301 — — ( 10,696 ) Share repurchase program, net of excise tax — — — — ( 594 ) ( 50,266 ) — — ( 50,266 ) Share-based compensation — — 6,253 — — — — — 6,253 Common stock dividends ($ 0.05 per share) — — — ( 2,150 ) — — — — ( 2,150 ) Balance at April 2, 2023 50,335 $ 503 $ 809,596 $ 812,564 ( 7,788 ) $ ( 465,969 ) $ ( 23,171 ) $ 694 $ 1,134,217 Belden Inc. Stockholders Additional Accumulated Other Non-controlling Common Stock Paid-In Retained Treasury Stock Comprehensive Shares Amount Capital Earnings Shares Amount Income (Loss) Interests Total (In thousands) Balance at December 31, 2021 50,335 $ 503 $ 833,627 $ 505,717 ( 5,360 ) $ ( 313,994 ) $ ( 70,566 ) $ 795 $ 956,082 Net income — — — 35,841 — — — 3 35,844 Other comprehensive income, net of tax — — — — — — 3,928 27 3,955 Retirement Savings Plan stock contributions — — ( 356 ) — 43 2,809 — — 2,453 Exercise of stock options, net of tax withholding forfeitures — — ( 526 ) — 6 375 — — ( 151 ) Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 11,287 ) — 103 7,739 — — ( 3,548 ) Share repurchase program — — — — ( 885 ) ( 50,000 ) — — ( 50,000 ) Share-based compensation — — 5,224 — — — — — 5,224 Common stock dividends ($ 0.05 per share) — — — ( 2,264 ) — — — — ( 2,264 ) Balance at April 3, 2022 50,335 $ 503 $ 826,682 $ 539,294 ( 6,093 ) $ ( 353,071 ) $ ( 66,638 ) $ 825 $ 947,595 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. -4- BELDEN INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1: Summary of Significant Accounting Policies Basis of Presentation The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation. The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 2022: • Are prepared from the books and records without audit, and • Are prepared in accordance with the instructions for Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but • Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2022 Annual Report on Form 10-K. Business Description We are a leading global supplier of network infrastructure solutions built around two global businesses - Enterprise Solutions and Industrial Automation Solutions. Our mission is to build the foundation for a digital world that makes the digital journey simpler, smarter and secure. Reporting Periods Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first quarter ends on the Sunday falling closest to 91 days after December 31, which was April 2, 2023, the 92nd day of our fiscal year 2023. Our fiscal second and third quarters each have 91 days. The three months ended April 3, 2022 included 93 days. Fair Value Measurement Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: • Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and • Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. As of and during the three months ended April 2, 2023 and April 3, 2022, we utilized Level 1 inputs to determine the fair value of cash equivalents. We did not have any transfers between Level 1 and Level 2 fair value measurements during the three months ended April 2, 2023 and April 3, 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 April 2, 2023, 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. -5- Contingent Liabilities We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable, the amounts of which are currently not material. We accrue environmental remediation costs based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. Historically, these lawsuits have primarily involved claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a material adverse effect on our financial position, results of operations, or cash flow. As of April 2, 2023, we were party to standby letters of credit, bank guaranties, and surety bonds totaling $ 8.7 million, $ 4.4 million, and $ 3.8 million, respectively. Revenue Recognition We recognize revenue consistent with the principles as outlined in the following five step model: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) each performance obligation is satisfied. See Note 2. Subsequent Events We evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure. See Note 17. Equity Method Investment During the second quarter of 2022, we invested $ 20.0 million in Litmus Automation, Inc. (Litmus) for a noncontrolling ownership interest. Litmus provides the critical data connectivity needed to monitor, visualize, analyze, and integrate industrial data. We account for this investment using the equity method of accounting. The carrying value of our investment is included in Other Long-Lived Assets in the Condensed Consolidated Balance Sheets. The results of our investment in Litmus were not material to our consolidated financial statements for the three months ended April 2, 2023. Noncontrolling Interest We had a 51 % ownership percentage in a joint venture with Shanghai Hi-Tech Control System Co, Ltd (Hite). The joint venture develops and provides certain Industrial Automation Solutions products and integrated solutions to customers in China. The joint venture was determined to not have sufficient equity at risk; therefore, it was considered a variable interest entity. We determined that Belden was 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 was the primary beneficiary of the joint venture, we consolidated the joint venture in our financial statements. The results of the joint venture attributable to Hite’s ownership are presented as net income attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations. The joint venture was not material to our consolidated financial statements as of or for the periods ended April 2, 2023 and April 3, 2022. On April 28, 2023, we sold our 51 % ownership percentage to Hite for $ 0.9 million. The sale also includes $ 0.6 million of potential earnout payments. We deconsolidated the joint venture as of April 28, 2023. See Note 17. Certain Belden subsidiaries include a noncontrolling interest as of and for the periods ended April 2, 2023 and April 3, 2022 . 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 Condensed Consolidated Statements of Operations. Current Year Adoption of Accounting Pronouncements None of the accounting pronouncements that became effective during 2023 had a material impact to our condensed consolidated financial statements or disclosures. Note 2: Revenues Revenues are recognized when control of the promised goods or services is transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Taxes collected from customers and remitted to governmental authorities are not included in our revenues. -6- The following tables present our revenues disaggregated by major product category. Broadband Solutions Industrial Automation Smart Buildings Total Revenues Three Months Ended April 2, 2023 (In thousands) Enterprise Solutions $ 131,555 $ — $ 143,788 $ 275,343 Industrial Automation Solutions — 366,446 — 366,446 Total $ 131,555 $ 366,446 $ 143,788 $ 641,789 Three Months Ended April 3, 2022 Enterprise Solutions $ 121,805 $ — $ 146,625 $ 268,430 Industrial Automation Solutions — 341,941 — 341,941 Total $ 121,805 $ 341,941 $ 146,625 $ 610,371 The following tables present our revenues disaggregated by geography, based on the location of the customer purchasing the product. Americas EMEA APAC Total Revenues Three Months Ended April 2, 2023 (In thousands) Enterprise Solutions $ 213,887 $ 37,448 $ 24,008 $ 275,343 Industrial Automation Solutions 215,213 101,921 49,312 366,446 Total $ 429,100 $ 139,369 $ 73,320 $ 641,789 Three Months Ended April 3, 2022 Enterprise Solutions $ 204,386 $ 39,389 $ 24,655 $ 268,430 Industrial Automation Solutions 204,310 90,451 47,180 341,941 Total $ 408,696 $ 129,840 $ 71,835 $ 610,371 We generate revenues primarily by selling products that support communication, infrastructure, and delivery solutions that make the digital journey simpler, smarter, and more secure. 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 relative standalone selling price using the prices charged separately to customers on a standalone basis. Most of our performance obligations related to the sale of products are satisfied at a point in time when control of the product is transferred based on the shipping terms of the arrangement. Typically, payments are due after control transfers, which is less than one year from satisfaction of the performance obligation. The amount of consideration we receive and revenue we recognize varies due to rebates, returns, and price adjustments. We estimate the expected rebates, returns, and price adjustments based on an analysis of historical experience, anticipated sales demand, and trends in product pricing. We adjust our estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed. Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three months ended April 2, 2023 and April 3, 2022 . The following table presents estimated and accrued variable consideration: April 2, 2023 December 31, 2022 (in thousands) Accrued rebates included in accrued liabilities $ 37,363 $ 55,559 Accrued returns included in accrued liabilities 13,857 11,700 Price adjustments recognized against gross accounts receivable 22,188 24,304 -7- Depending on the terms of an arrangement, we may defer the recognition of some or all of the consideration received because we have to satisfy a future obligation. Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service. Consideration allocated to professional services is typically recognized wh en or as the services are performed depending on the terms of the arrangement. As of April 2, 2023, total deferred revenue was $ 29.3 million, and of this amount, $ 22.6 million is expected to be recognized within the next twelve months, and the remaining $ 6.7 million is long- term and is expected to be recognized over a period greater than twelve months. The following table presents deferred revenue activity during the three months ended April 2, 2023 and April 3, 2022, respectively: 2023 2022 (In thousands) Beginning balance at January 1 $ 33,243 $ 19,390 New deferrals 4,359 8,857 Acquisitions — 6,567 Revenue recognized ( 8,307 ) ( 3,365 ) Balance at the end of Q1 29,295 31,449 Service-type warranties represent $ 8.2 million of the deferred revenue balance at April 2, 2023, and of this amount $ 3.9 million is expected to be recognized in the next twelve months, and the remaining $ 4.3 million is long-term and will be recognized over a period greater than twelve months. As of April 2, 2023 and December 31, 2022, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets. We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less. We capitalize sales commissions when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period. We did not have any capitalized sales commissions on our balance sheet as of April 2, 2023 and December 31, 2022. The following table presents sales commissions that are recorded within selling, general and administrative expenses: Three Months Ended April 2, 2023 April 3, 2022 (In thousands) Sales commissions $ 5,773 $ 5,223 Note 3: Discontinued Operations 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 $ 4.6 million during the three months ended April 3, 2022. The following table summarizes the operating results of the Tripwire disposal group from January 1, 2022 to the February 22, 2022 disposal date (in thousands): Revenues $ 12,067 Cost of sales ( 3,256 ) Gross profit 8,811 Selling, general and administrative expenses ( 8,185 ) Research and development expenses ( 5,528 ) Amortization of intangible assets ( 638 ) Loss before taxes $ ( 5,540 ) -8- During the three months ended April 3, 2022, th e Tripwire disposal group did not have any capital expenditures and recognized share-based compensation expense of $ 0.2 million. The disposal group did not have any significant non-cash charges for investing activities during the three months ended April 3 , 2022 . Note 4: Reportable Segments We are organized around two global businesses: Enterprise Solutions and Industrial Automation Solutions. Each of the global businesses represents a reportable segment. The key measures of segment profit or loss are Segment Revenues and Segment EBITDA. Segment Revenues represent non-affiliate revenues. Segment EBITDA excludes certain items, including depreciation expense; amortization of intangibles; asset impairment; severance, restructuring, and acquisition integration costs; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory to fair value; and other costs. We allocate corporate expenses to the segments for purposes of measuring Segment EBITDA. Corporate expenses are allocated on the basis of each segment’s relative EBITDA prior to the allocation. Our measure of segment assets does not include cash, goodwill, intangible assets, deferred tax assets, or corporate assets. All goodwill is allocated to reporting units of our segments for purposes of impairment testing. Inter-company revenues between our segments is not material. Enterprise Solutions Industrial Automation Solutions Total Segments (In thousands) As of and for the three months ended April 2, 2023 Segment Revenues $ 275,343 $ 366,446 $ 641,789 Segment EBITDA 37,205 73,787 110,992 Depreciation expense 5,954 6,400 12,354 Amortization of intangibles 4,495 5,115 9,610 Amortization of software development intangible assets — 1,452 1,452 Severance, restructuring, and acquisition integration costs 25 1,687 1,712 Adjustments related to acquisitions and divestitures — 298 298 Segment assets 597,426 660,300 1,257,726 As of and for the three months ended April 3, 2022 Segment Revenues $ 268,430 $ 341,941 $ 610,371 Segment EBITDA 30,821 67,528 98,349 Depreciation expense 5,426 5,800 11,226 Amortization of intangibles 4,097 4,720 8,817 Amortization of software development intangible assets 22 985 1,007 Severance, restructuring, and acquisition integration costs 328 3,395 3,723 Segment assets 574,494 628,290 1,202,784 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. -9- Three Months Ended April 2, 2023 April 3, 2022 (In thousands) Total Segment and Consolidated Revenues $ 641,789 $ 610,371 Total Segment EBITDA $ 110,992 $ 98,349 Depreciation expense ( 12,354 ) ( 11,226 ) Amortization of intangibles ( 9,610 ) ( 8,817 ) Severance, restructuring, and acquisition integration costs (1) ( 1,712 ) ( 3,723 ) Amortization of software development intangible assets ( 1,452 ) ( 1,007 ) Adjustments related to acquisitions and divestitures (2) ( 298 ) — Eliminations ( 29 ) ( 55 ) Consolidated operating income 85,537 73,521 Interest expense, net ( 8,201 ) ( 14,411 ) Loss on debt extinguishment — ( 6,392 ) Total non-operating pension benefit 488 1,200 Consolidated income from continuing operations before taxes $ 77,824 $ 53,918 (1) Severance, restructuring, and acquisition integration costs for the three months ended April 2, 2023 and April 3, 2022 primarily related to our Acquisition Integration program. See Note 10. (2) During the three months ended April 2, 2023, we incurred $ 0.3 million for fair value adjustments of acquired investments. Note 5: Income (loss) per Share The following table presents the basis for the income (loss) per share computations: Three Months Ended April 2, 2023 April 3, 2022 (In thousands) Numerator: Income from continuing operations $ 62,945 $ 44,096 Less: Net income (loss) attributable to noncontrolling interest ( 247 ) 3 Income from continuing operations attributable to Belden stockholders 63,192 44,093 Add: Loss from discontinued operations, net of tax — ( 3,685 ) Add: Loss on disposal of discontinued operations, net of tax — ( 4,567 ) Net income attributable to Belden stockholders $ 63,192 $ 35,841 Denominator: Weighted average shares outstanding, basic 42,827 44,811 Effect of dilutive common stock equivalents 842 756 Weighted average shares outstanding, diluted 43,669 45,567 For the three months ended April 2, 2023 and April 3, 2022, diluted weighted average shares outstanding excluded outstanding equity awards of 0.2 million and 1.1 million, respectively, as they were anti-dilutive. In addition, for both the three months ended April 2, 2023 and April 3, 2022, diluted weighted average shares outstanding did not include outstanding equity a wards of 0.1 million becau se 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. -10- 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 6: Credit Losses We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. Estimates are used to determine the allowance, which is based upon an assessment of anticipated payments as well as other information that is reasonably available. The following table presents the activity in the trade receivables allowance for doubtful accounts for our continuing operations for the three months ended April 2, 2023 and April 3, 2022, respectively: 2023 2022 (In thousands) Beginning balance at January 1 $ 7,954 $ 4,864 Current period provision 4,004 846 Acquisitions — 319 Recoveries collected — ( 50 ) Write-offs ( 3 ) ( 667 ) Fx impact ( 25 ) ( 19 ) Q1 ending balance $ 11,930 $ 5,293 Note 7: Inventories The following table presents the major classes of inventories as of April 2, 2023 and December 31, 2022 , respectively: April 2, 2023 December 31, 2022 (In thousands) Raw materials $ 181,699 $ 162,154 Work-in-process 37,563 35,011 Finished goods 202,231 190,311 Gross inventories 421,493 387,476 Excess and obsolete reserves ( 50,764 ) ( 45,913 ) Net inventories $ 370,729 $ 341,563 Note 8: Leases We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space; as well as vehicles and 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 within 1 to 15 years; some of which include extension and termination options. 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. We have a few short-term operating leases with terms less than twelve months - these leases are not recorded on our balance sheet and the overall rent expense is not material. -11- We also have certain lease contracts that contain both lease and non-lease components. We have elected the practical expedient to account for these components together as a single, combined lease component. T he rate implicit in most of our leases is not readily determinable. As a result, we utilize the incremental borrowing rate to determine the present value of the lease payments, which is unique to each leased asset, and is based upon the term of the lease, commencement date of the lease, local currency of the leased asset, and the credit rating of the legal entity leasing the asset. Our lease agreements do not contain material residual value gu arantees. Our variable lease expense was approximately $ 0.8 million for each the three months ended April 2, 2023 and April 3, 2022. The components of lease expense were as follows: Three Months Ended April 2, 2023 April 3, 2022 (In thousands) Operating lease cost $ 5,517 $ 5,428 Finance lease cost Amortization of right-of-use asset $ 201 $ 288 Interest on lease liabilities 80 6 Total finance lease cost $ 281 $ 294 Supplemental cash flow information related to leases was as follows: Three Months Ended April 2, 2023 April 3, 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,665 $ 4,776 Operating cash flows from finance leases were not material during the three months ended April 2, 2023 and April 3, 2022. Supplemental balance sheet information related to leases was as follows: April 2, 2023 December 31, 2022 (In thousands, except lease term and discount rate) Operating leases: Total operating lease right-of-use assets $ 74,451 $ 73,376 Accrued liabilities $ 16,725 $ 16,442 Long-term operating lease liabilities 61,400 59,250 Total operating lease liabilities $ 78,125 $ 75,692 Finance leases: Other long-lived assets, at cost $ 6,340 $ 6,323 Accumulated depreciation ( 891 ) ( 733 ) Other long-lived assets, net $ 5,449 $ 5,590 Accrued liabilities $ 487 $ 391 Other long-term liabilities 5,867 5,928 Total finance lease liabilities $ 6,354 $ 6,319 -12- April 2, 2023 December 31, 2022 (In thousands, except lease term and discount rate) Weighted Average Remaining Lease Term Operating leases 6 years 6 years Finance leases 10 years 10 years Weighted Average Discount Rate Operating leases 5.2 % 5.2 % Finance leases 4.2 % 4.2 % The following table summarizes maturities of lease liabilities as of April 2, 2023 and December 31, 2022, respectively: April 2, 2023 December 31, 2022 (In thousands) 2023 $ 13,153 $ 15,815 2024 15,343 14,809 2025 14,010 13,472 2026 12,495 11,964 2027 6,664 6,464 Thereafter 21,094 20,907 Total $ 82,759 $ 83,431 In addition, we are party to two lease guarantees. Belden covenanted the lease payments for two Grass Valley property leases which will expire in 2029 and 2035, and collectively have approximately $ 19 million of fixed lease payments remaining. These lease guarantees were retained by Belden and not transferred to the buyer of Grass Valley. During 2022, Grass Valley defaulted on both property leases. As of April 2, 2023, we have a liability for expected, future payments of $ 8.8 million. 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 9: Long-Lived Assets Depreciation and Amortization Expense We recognized depreciation expense in income from continuing operations of $ 12.4 million and $ 11.2 million in the three months ended April 2, 2023 and April 3, 2022, respectively. We recognized amortization expense in income from continuing operations of $ 11.1 million and $ 9.8 million in the three months ended April 2, 2023 and April 3, 2022, respectively. Asset Held for Sale 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. When the asset met the held for sale criteria, we performed a recoverability test and determined that the carrying value of the property to be disposed of is less than the purchase price less cost to sell; thus, the long-lived asset group is recoverable and no impairment exists. The carrying value of the property is not material and is included in property, plant, and equipment in the condensed consolidated balance sheets. The sale is expected to close during 2023. Note 10: Severance, Restructuring, and Acquisition Integration Activities Acquisition Integration Program We are integrating our recent acquisitions with our existing businesses to achieve desired cost savings, which are primarily focused on consolidating existing and acquired facilities as well as other support functions. The Industrial Automation Solutions segment incurred $ 0.7 million and $ 3.0 million of restructuring and integration co sts during the three months ended April 2, 2023 and April 3, 2022, respectively. -13- The restructuring and integration costs incurred during 2023 and 2022 primarily consisted of equipment transfer, costs to consolidate operating and support facilities, retention bonuses, relocation, travel, legal, and other costs. The majority of the restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days. Furthermore, t here were no significant severance accrual balances as of April 2, 2023 or December 31, 2022. The following table summarizes the severance and other restructuring and integration costs of the Acquisition Integration Program described above by financial statement line item in the Condensed Consolidated Statement of Operations: Three Months Ended April 2, 2023 April 3, 2022 (In thousands) Cost of sales $ — $ 372 Selling, general and administrative expenses 674 2,611 Total $ 674 $ 2,983 Note 11: Long-Term Debt and Other Borrowing Arrangements The carrying values of our long-term debt were as follows: April 2, 2023 December 31, 2022 (In thousands) Revolving credit agreement due 2026 $ — $ — Senior subordinated notes: 3.375 % Senior subordinated notes due 2027 487,395 480,330 3.875 % Senior subordinated notes due 2028 379,085 373,590 3.375 % Senior subordinated notes due 2031 324,930 320,220 Total senior subordinated notes 1,191,410 1,174,140 Less unamortized debt issuance costs ( 12,403 ) ( 12,964 ) Long-term debt $ 1,179,007 $ 1,161,176 Revolving Credit Agreement due 2026 We have 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 SOFR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25 %- 1.75 %, depending upon our leverage position. Outstanding borrowings in the U.S. and Canada may also, at our election, be priced on a base rate plus a spread that ranges from 0.25 % — 0.75 %, depending on our leverage position. We pay a commitment fee on the total commitments of 0.25 %. In the event that we borrow more than 90 % of our combined borrowing base or our borrowing base availability is less than $ 20.0 million, we are subject to a fixed charge coverage ratio covenant. As of April 2, 2023, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 291.9 million. Senior Subordinated Notes We had outstanding € 200.0 million aggregate principal amount of 4.125 % senior subordinated notes due 2026 (the 2026 Notes). During the three months ended April 3, 2022, we repurchased the full € 200.0 million 2026 Notes outstanding for cash consideration of € 204.1 million ($ 227.9 million), including a redemption premium, and recognized a $ 6.4 million loss on debt extinguishment including the write-off of unamortized debt issuance costs. -14- 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 April 2, 2023 is $ 487.4 million. The 2027 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2027 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2028 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on January 15 and July 15 of each year. We have outstanding € 350.0 million aggregate principal amount of 3.875 % senior subordinated notes due 2028 (the 2028 Notes). The carrying value of the 2028 Notes as of April 2, 2023 is $ 379.1 million. The 2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries. The 2028 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2027 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver. Interest is payable semiannually on March 15 and September 15 of each year. We have outstanding € 300.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2031 (the 2031 Notes). The carrying value of the 2031 Notes as of April 2, 2023 is $ 324.9 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. Fair Value of Long-Term Debt The fair value of our senior subordinated notes as of April 2, 2023 was approximately $ 1,073.2 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair value of our senior subordinated notes with a carrying value of $ 1,191.4 million as of April 2, 2023. Note 12: Net Investment Hedge All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of April 2, 2023, € 567.8 million o f 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 three months ended April 2, 2023 and April 3, 2022, the transaction gain (loss) associated with the net investment hedge reported in other comprehensive income was $( 9.1 ) million and $ 13.7 million, respectively. In 2022, we de-designated € 200.0 million of our outstanding debt that was previously designated as a net investment hedge. After the de-designation, transaction gains or losses associated with this € 200.0 million of debt are reported in income from continuing operations. Note 13: Income Taxes For the three months ended April 2, 2023 and April 3, 2022, we recognized income tax expense of $ 14.9 million and $ 9.8 million, respectively, representing an effective tax rate of 19.1 % and 18.2 %, respectively. The effective tax rates were primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits. On August 16, 2022, the Inflation Reduction Act of 2022 (the Act) was signed into law. None of the tax provisions of the Act are expected to have a material impact to our consolidated financial statements and related disclosures. -15- Note 14: Pension and Other Postretirement Obligations The following table provides the components of net periodic benefit costs for our pension and other postretirement benefit plans: Pension Obligations Other Postretirement Obligations April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022 (In thousands) Three Months Ended Service cost $ 690 $ 911 $ 3 $ 6 Interest cost 3,744 2,305 251 195 Expected return on plan assets ( 4,109 ) ( 3,963 ) — — Amortization of prior service cost 43 47 — — Actuarial losses (gains) ( 226 ) 236 ( 191 ) ( 20 ) Net periodic benefit cost (income) $ 142 $ ( 464 ) $ 63 $ 181 Note 15: Comprehensive Income and Accumulated Other Comprehensive Income (Loss) The following table summarizes total comprehensive income (losses): Three Months Ended April 2, 2023 April 3, 2022 (In thousands) Net income $ 62,945 $ 35,844 Foreign currency translation adjustments, net of tax ( 17,018 ) 3,762 Adjustments to pension and postretirement liability, net of tax ( 280 ) 193 Total comprehensive income 45,647 39,799 Less: Comprehensive income (loss) attributable to noncontrolling interests ( 245 ) 30 Comprehensive income attributable to Belden $ 45,892 $ 39,769 The tax impacts of the foreign currency translation adjustments and pension liability adjustments in the table above are not material. The accumulated balances related to each component of other comprehensive income, net of tax, are as follows: Foreign Currency Translation Component Pension and Other Postretirement Benefit Plans Accumulated Other Comprehensive Loss (In thousands) Balance at December 31, 2022 $ ( 1,944 ) $ ( 3,927 ) $ ( 5,871 ) Other comprehensive loss attributable to Belden before reclassifications ( 17,020 ) — ( 17,020 ) Amounts reclassified from accumulated other comprehensive income (loss) — ( 280 ) ( 280 ) Net current period other comprehensive loss attributable to Belden ( 17,020 ) ( 280 ) ( 17,300 ) Balance at April 2, 2023 $ ( 18,964 ) $ ( 4,207 ) $ ( 23,171 ) -16- The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss) for the three months ended April 2, 2023: Amounts Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Consolidated Statements of Operations and Comprehensive Loss (In thousands) Amortization of pension and other postretirement benefit plan items: Actuarial gains $ ( 417 ) (1) Prior service cost 43 (1) Total before tax ( 374 ) Tax expense 94 Total net of tax $ ( 280 ) (1) The amortization of these accumulated other comprehensive loss components are included in the computation of net periodic benefit costs (see Note 14). Note 16: Share Repurchase 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 the three months ended April 2, 2023 , we repurchased 0.6 million shares of our common stock for an aggregate cost of $ 50.0 million at an average price per share of $ 84.18 . As of April 2, 2023, we had $ 15.0 million of authorizations remaining under the program. On April 24, 2023, our Board of Directors authorized an additional $ 300.0 million under the share repurchase program. This share repurchase authorization does not have an expiration date. As of the date of this filing, we had $ 315.0 million of authorizations remaining under the program. During the three months ended April 3, 2022 , we repurchased 0.9 million shares of our common stock for an aggregate cost of $ 50.0 million at an average price per share of $ 56.51 . Note 17: Subsequent Events On April 17, 2023, we acquired Berthold Sichert GmbH (Sichert) for approximately $ 98 million, which we funded with cash on hand. Sichert, based in Berlin Germany, designs and manufactures a portfolio of polycarbonate street cabinets utilized in outside plant passive optical networks (“PON”) and 5G networks. Sichert will be reported within the Enterprise Solutions segment. On April 24, 2023, our Board of Directors authorized an additional $ 300.0 million under the share repurchase program. See Note 16. On April 28, 2023, we sold our 51 % ownership interest in Shanghai Hi-Tech Control System Co, Ltd to Hite for $ 0.9 million. The sale also includes $ 0.6 million of potential earnout payments. We deconsolidated the joint venture as of April 28, 2023. See Note 1. -17-