Item 1. Financial Statements
Item 1. Financial Statements
BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
July 2, 2023 December 31, 2022
(Unaudited)
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 514,767 $ 687,676
Receivables, net 509,801 440,102
Inventories, net 345,427 341,563
Other current assets 66,525 66,866
Total current assets 1,436,520 1,536,207
Property, plant and equipment, less accumulated depreciation 392,593 381,864
Operating lease right-of-use assets 73,435 73,376
Goodwill 893,419 862,253
Intangible assets, less accumulated amortization 286,583 246,830
Deferred income taxes 15,412 14,642
Other long-lived assets 47,365 46,503
$ 3,145,327 $ 3,161,675
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 290,382 $ 350,058
Accrued liabilities 277,405 289,861
Total current liabilities 567,787 639,919
Long-term debt 1,187,152 1,161,176
Postretirement benefits 67,248 67,828
Deferred income taxes 68,172 58,582
Long-term operating lease liabilities 60,480 59,250
Other long-term liabilities 31,497 30,970
Stockholders’ equity:
Common stock 503 503
Additional paid-in capital 809,332 825,669
Retained earnings 879,179 751,522
Accumulated other comprehensive loss ( 28,173 ) ( 5,871 )
Treasury stock ( 497,873 ) ( 428,812 )
Total Belden stockholders’ equity 1,162,968 1,143,011
Noncontrolling interests 23 939
Total stockholders’ equity 1,162,991 1,143,950
$ 3,145,327 $ 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 Six Months Ended
July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022
(In thousands, except per share data)
Revenues $ 692,245 $ 666,551 $ 1,334,034 $ 1,276,922
Cost of sales ( 430,917 ) ( 444,246 ) ( 826,601 ) ( 845,757 )
Gross profit 261,328 222,305 507,433 431,165
Selling, general and administrative expenses ( 126,635 ) ( 105,203 ) ( 248,209 ) ( 208,269 )
Research and development expenses ( 30,970 ) ( 25,989 ) ( 60,354 ) ( 49,445 )
Amortization of intangibles ( 11,126 ) ( 9,177 ) ( 20,736 ) ( 17,994 )
Operating income 92,597 81,936 178,134 155,457
Interest expense, net ( 8,812 ) ( 11,276 ) ( 17,013 ) ( 25,687 )
Non-operating pension benefit 646 1,070 1,134 2,270
Loss on debt extinguishment — — — ( 6,392 )
Income from continuing operations before taxes 84,431 71,730 162,255 125,648
Income tax expense ( 15,656 ) ( 13,088 ) ( 30,535 ) ( 22,910 )
Income from continuing operations 68,775 58,642 131,720 102,738
Loss from discontinued operations, net of tax — — — ( 3,685 )
Loss on disposal of discontinued operations, net of tax — — — ( 4,567 )
Net income 68,775 58,642 131,720 94,486
Less: Net income (loss) attributable to noncontrolling interest 22 81 ( 225 ) 84
Net income attributable to Belden stockholders $ 68,753 $ 58,561 $ 131,945 $ 94,402
Weighted average number of common shares and equivalents:
Basic 42,497 44,252 42,663 44,535
Diluted 43,088 44,782 43,380 45,179
Basic income (loss) per share attributable to Belden stockholders:
Continuing operations $ 1.62 $ 1.32 $ 3.09 $ 2.31
Discontinued operations — — — ( 0.08 )
Disposal of discontinued operations — — — ( 0.10 )
Net income $ 1.62 $ 1.32 $ 3.09 $ 2.12
Diluted income (loss) per share attributable to Belden stockholders:
Continuing operations $ 1.60 $ 1.31 $ 3.04 $ 2.27
Discontinued operations — — — ( 0.08 )
Disposal of discontinued operations — — — ( 0.10 )
Net income $ 1.60 $ 1.31 $ 3.04 $ 2.09
Comprehensive income attributable to Belden $ 63,890 $ 110,712 $ 109,782 $ 150,481
Common stock dividends declared per share $ 0.05 $ 0.05 $ 0.10 $ 0.10
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
-2-
BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
Six Months Ended
July 2, 2023 July 3, 2022
(In thousands)
Cash flows from operating activities:
Net income $ 131,720 $ 94,486
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 49,044 42,686
Share-based compensation 12,154 10,870
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 ( 71,212 ) ( 20,699 )
Inventories 10,347 ( 47,305 )
Accounts payable ( 59,295 ) ( 23,563 )
Accrued liabilities ( 22,855 ) ( 58,525 )
Income taxes 5,204 163
Other assets ( 4,197 ) ( 2,634 )
Other liabilities 3,805 ( 10,452 )
Net cash provided by (used for) operating activities 54,715 ( 8,581 )
Cash flows from investing activities:
Cash used for business acquisitions, net of cash acquired ( 97,585 ) ( 104,123 )
Capital expenditures ( 32,729 ) ( 31,010 )
Proceeds from disposal of tangible assets 9 1,424
Proceeds from disposal of businesses, net of cash sold 9,300 338,686
Net cash provided by (used for) investing activities ( 121,005 ) 204,977
Cash flows from financing activities:
Payments under share repurchase program ( 86,224 ) ( 66,559 )
Withholding tax payments for share-based payment awards ( 16,940 ) ( 5,167 )
Cash dividends paid ( 4,285 ) ( 4,520 )
Payments under financing lease obligations ( 115 ) ( 83 )
Payments under borrowing arrangements — ( 230,639 )
Proceeds from issuance of common stock 1,679 3,717
Net cash used for financing activities ( 105,885 ) ( 303,251 )
Effect of foreign currency exchange rate changes on cash and cash equivalents ( 734 ) ( 9,220 )
Decrease in cash and cash equivalents ( 172,909 ) ( 116,075 )
Cash and cash equivalents, beginning of period 687,676 643,757
Cash and cash equivalents, end of period $ 514,767 $ 527,682
The Condensed Consolidated Cash Flow Statement for the six months ended July 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
Net income — — — 68,753 — — — 22 68,775
Other comprehensive income (loss), net of tax — — — — — — ( 4,863 ) 2 ( 4,861 )
Sale and deconsolidation of Hite JV — — — — — — ( 139 ) ( 695 ) ( 834 )
Retirement Savings Plan stock contributions — — 663 — 24 1,379 — — 2,042
Exercise of stock options, net of tax withholding forfeitures — — ( 2,698 ) — 27 767 — — ( 1,931 )
Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 4,130 ) — 55 2,413 — — ( 1,717 )
Share repurchase program, net of excise tax — — — — ( 394 ) ( 36,463 ) — — ( 36,463 )
Share-based compensation — — 5,901 — — — — — 5,901
Common stock dividends ($ 0.05 per share)
— — — ( 2,138 ) — — — — ( 2,138 )
Balance at July 2, 2023 50,335 $ 503 $ 809,332 $ 879,179 ( 8,076 ) $ ( 497,873 ) $ ( 28,173 ) $ 23 $ 1,162,991
-4-
Belden Inc. Stockholders
Additional Accumulated
Other Non-controlling
Common Stock Paid-In Retained Treasury Stock Comprehensive
Shares Amount Capital Earnings Shares Amount Income (Loss) Interests Total
(In thousands)
Balance at December 31, 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
Net income — — — 58,561 — — — 81 58,642
Other comprehensive income (loss), net of tax — — — — — — 52,151 ( 25 ) 52,126
Common stock issuance — — ( 2,775 ) — 82 6,492 — — 3,717
Retirement Savings Plan stock contributions — — ( 730 ) — 30 2,355 — — 1,625
Exercise of stock options, net of tax withholding forfeitures — — ( 173 ) — 2 133 — — ( 40 )
Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 8,048 ) — 75 6,621 — — ( 1,427 )
Share repurchase program — — — — ( 320 ) ( 16,559 ) — — ( 16,559 )
Share-based compensation — — 5,646 — — — — — 5,646
Common stock dividends ($ 0.05 per share)
— — — ( 2,242 ) — — — — ( 2,242 )
Balance at July 3, 2022 50,335 $ 503 $ 820,602 $ 595,613 ( 6,224 ) $ ( 354,029 ) $ ( 14,487 ) $ 881 $ 1,049,083
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
-5-
BELDEN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Summary of Significant Accounting Policies
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements include Belden Inc. and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.
The accompanying Condensed Consolidated Financial Statements presented as of any date other than December 31, 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 six months ended July 2, 2023 and July 3, 2022 included 183 and 184 days, respectively.
Fair Value Measurement
Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:
• Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
• Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets, or financial instruments for which significant inputs are observable, either directly or indirectly; and
• Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
As of and during the three and six months ended July 2, 2023 and July 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 six months ended July 2, 2023 and July 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 July 2, 2023, we had an immaterial amount of cash equivalents. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations. We do not enter into investments for trading or speculative purposes.
-6-
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 July 2, 2023, we were party to standby letters of credit, surety bonds, and bank guaranties totaling $ 8.7 million, $ 4.7 million, and $ 4.3 million, respectively.
Revenue Recognition
We recognize revenue consistent with the principles as outlined in the following five step model: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) each performance obligation is satisfied. See Note 2.
Subsequent Events
We evaluated subsequent events after the balance sheet date through the financial statement issuance date for appropriate accounting and disclosure.
Noncontrolling Interest
On April 28, 2023, we sold our 51 % ownership interest in Shanghai Hi-Tech Control System Co, Ltd to (Hite) for $ 0.9 million and recognized a $ 0.4 million pretax gain on sale. The sale also includes $ 0.6 million of potential earnout payments. The joint venture developed and provided 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. As Belden was the primary beneficiary of the joint venture, due to both our ownership percentage and control over the activities of the joint venture, we consolidated the joint venture in our financial statements and presented the results of the joint venture attributable to Hite’s ownership as net income attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations up to April 28, 2023 when we sold and deconsolidated the entity. The joint venture was not material to our consolidated financial statements during the six months ended July 2, 2023 and July 3, 2022.
A Belden subsidiary includes a noncontrolling interest as of and for the periods ended July 2, 2023 and July 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.
-7-
Note 2: Revenues
Revenues are recognized when control of the promised goods or services is transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Taxes collected from customers and remitted to governmental authorities are not included in our revenues.
The following tables present our revenues disaggregated by major product category.
Broadband
Solutions Industrial Automation Smart Buildings Total
Revenues
Three Months Ended July 2, 2023 (In thousands)
Enterprise Solutions $ 159,332 $ — $ 153,197 $ 312,529
Industrial Automation Solutions — 379,716 — 379,716
Total $ 159,332 $ 379,716 $ 153,197 $ 692,245
Three Months Ended July 3, 2022
Enterprise Solutions $ 146,771 $ — $ 160,673 $ 307,444
Industrial Automation Solutions — 359,107 — 359,107
Total $ 146,771 $ 359,107 $ 160,673 $ 666,551
Six Months Ended July 2, 2023
Enterprise Solutions $ 290,887 $ — $ 296,985 $ 587,872
Industrial Automation Solutions — 746,162 — 746,162
Total $ 290,887 $ 746,162 $ 296,985 $ 1,334,034
Six Months Ended July 3, 2022
Enterprise Solutions $ 268,576 $ — $ 307,298 $ 575,874
Industrial Automation Solutions — 701,048 — 701,048
Total $ 268,576 $ 701,048 $ 307,298 $ 1,276,922
The following tables present our revenues disaggregated by geography, based on the location of the customer purchasing the product.
Americas EMEA APAC Total Revenues
Three Months Ended July 2, 2023 (In thousands)
Enterprise Solutions $ 246,471 $ 36,671 $ 29,387 $ 312,529
Industrial Automation Solutions 213,852 109,055 56,809 379,716
Total $ 460,323 $ 145,726 $ 86,196 $ 692,245
Three Months Ended July 3, 2022
Enterprise Solutions $ 233,501 $ 36,497 $ 37,446 $ 307,444
Industrial Automation Solutions 214,045 91,765 53,297 359,107
Total $ 447,546 $ 128,262 $ 90,743 $ 666,551
Six Months Ended July 2, 2023
Enterprise Solutions $ 460,358 $ 74,119 $ 53,395 $ 587,872
Industrial Automation Solutions 429,065 210,976 106,121 746,162
Total $ 889,423 $ 285,095 $ 159,516 $ 1,334,034
Six Months Ended July 3, 2022
Enterprise Solutions $ 437,887 $ 75,886 $ 62,101 $ 575,874
Industrial Automation Solutions 418,355 182,216 100,477 701,048
Total $ 856,242 $ 258,102 $ 162,578 $ 1,276,922
-8-
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 and six months ended July 2, 2023 and July 3, 2022 .
The following table presents estimated and accrued variable consideration:
July 2, 2023 December 31, 2022
(in thousands)
Accrued rebates included in accrued liabilities $ 42,868 $ 55,559
Accrued returns included in accrued liabilities 16,575 11,700
Price adjustments recognized against gross accounts receivable 25,457 24,304
Depending on the terms of an arrangement, we may defer the recognition of some or all of the consideration received because we have to satisfy a future obligation. Consideration allocated to support services under a support and maintenance contract is typically paid in advance and recognized ratably over the term of the service. Consideration allocated to professional services is typically recognized wh en or as the services are performed depending on the terms of the arrangement. As of July 2, 2023, total deferred revenue was $ 29.7 million, and of this amount, $ 22.7 million is expected to be recognized within the next twelve months, and the remaining $ 7.0 million is long- term and is expected to be recognized over a period greater than twelve months. The following table presents deferred revenue activity during the three and six months ended July 2, 2023 and July 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
New deferrals 6,900 4,265
Revenue recognized ( 6,528 ) ( 8,880 )
Balance at the end of Q2 $ 29,667 $ 26,834
Service-type warranties represent $ 9.5 million of the deferred revenue balance at July 2, 2023, and of this amount $ 4.9 million is expected to be recognized in the next twelve months, and the remaining $ 4.6 million is long-term and will be recognized over a period greater than twelve months. As of July 2, 2023 and December 31, 2022, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets.
-9-
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 July 2, 2023 and December 31, 2022. The following table presents sales commissions that are recorded within selling, general and administrative expenses:
Three Months Ended Six Months ended
July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022
(In thousands)
Sales commissions $ 6,316 $ 6,131 $ 12,089 $ 11,354
Note 3: Acquisitions
On April 17, 2023, we acquired Berthold Sichert GmbH (Sichert) with cash on hand for $ 97.5 million, net of cash acquired. 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 is reported within the Enterprise Solutions segment. The following table summarizes the estimated, preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
Receivables $ 6,781
Inventory 13,061
Other current assets 1,840
Property, plant and equipment 7,057
Intangible assets 52,597
Goodwill 27,831
Other long-lived assets 1,303
Total assets acquired $ 110,470
Accounts payable $ 2,423
Accrued liabilities 1,884
Deferred income taxes 8,659
Total liabilities assumed $ 12,966
Net assets $ 97,504
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, 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 $ 6.8 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 broadband & 5G product offerings in end-to-end solutions. Our tax basis in the acquired goodwill is zero .
-10-
The intangible assets related to the acquisition consisted of the following:
Fair Value Amortization Period
(In thousands) (In years)
Intangible assets subject to amortization:
Customer relationships $ 49,131 15.0
Trademarks 2,456 2.0
Sales backlog 1,010 0.2
Total intangible assets subject to amortization $ 52,597
Intangible assets not subject to amortization:
Goodwill $ 27,831 n/a
Total intangible assets not subject to amortization $ 27,831
Total intangible assets $ 80,428
Weighted average amortization period 14.1
The amortizable intangible assets reflected in the table above were determined by us to have finite lives. 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.
Note 4: 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 six months ended July 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 )
During the six months ended July 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 six months ended July 3, 2022 .
Note 5: 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.
-11-
Enterprise Solutions Industrial Automation Solutions Total Segments
(In thousands)
As of and for the three months ended July 2, 2023
Segment Revenues $ 312,529 $ 379,716 $ 692,245
Segment EBITDA 43,956 78,631 122,587
Depreciation expense 6,193 6,489 12,682
Amortization of intangibles 6,208 4,918 11,126
Amortization of software development intangible assets — 1,820 1,820
Severance, restructuring, and acquisition integration costs 1,669 2,390 4,059
Adjustments related to acquisitions and divestitures 325 ( 76 ) 249
Segment assets 648,344 699,092 1,347,436
As of and for the three months ended July 3, 2022
Segment Revenues $ 307,444 $ 359,107 $ 666,551
Segment EBITDA 41,887 68,060 109,947
Depreciation expense 5,768 5,602 11,370
Amortization of intangibles 4,442 4,735 9,177
Amortization of software development intangible assets 22 959 981
Severance, restructuring, and acquisition integration costs 4,575 1,282 5,857
Adjustments related to acquisitions and divestitures ( 558 ) 1,134 576
Segment assets 607,386 649,595 1,256,981
As of and for the six months ended July 2, 2023
Segment revenues $ 587,872 $ 746,162 $ 1,334,034
Segment EBITDA 81,161 152,418 233,579
Depreciation expense 12,147 12,889 25,036
Amortization of intangibles 10,703 10,033 20,736
Amortization of software development intangible assets — 3,272 3,272
Severance, restructuring, and acquisition integration costs 1,694 4,077 5,771
Adjustments related to acquisitions and divestitures 325 222 547
Segment assets 648,344 699,092 1,347,436
As of and for the six months ended July 3, 2022
Segment Revenues $ 575,874 $ 701,048 $ 1,276,922
Segment EBITDA 72,708 135,588 208,296
Depreciation expense 11,194 11,402 22,596
Amortization of intangibles 8,539 9,455 17,994
Amortization of software development intangible assets 44 1,944 1,988
Severance, restructuring, and acquisition integration costs 4,903 4,677 9,580
Adjustments related to acquisitions and divestitures ( 558 ) 1,134 576
Segment assets 607,386 649,595 1,256,981
-12-
The following table is a reconciliation of the total of the reportable segments’ Revenues and EBITDA to consolidated revenues and consolidated income from continuing operations before taxes, respectively.
Three Months Ended Six Months Ended
July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022
(In thousands)
Total Segment and Consolidated Revenues $ 692,245 $ 666,551 $ 1,334,034 $ 1,276,922
Total Segment EBITDA $ 122,587 $ 109,947 $ 233,579 $ 208,296
Depreciation expense ( 12,682 ) ( 11,370 ) ( 25,036 ) ( 22,596 )
Amortization of intangibles ( 11,126 ) ( 9,177 ) ( 20,736 ) ( 17,994 )
Severance, restructuring, and acquisition integration costs (1) ( 4,059 ) ( 5,857 ) ( 5,771 ) ( 9,580 )
Amortization of software development intangible assets ( 1,820 ) ( 981 ) ( 3,272 ) ( 1,988 )
Adjustments related to acquisitions and divestitures (2) ( 249 ) ( 576 ) ( 547 ) ( 576 )
Eliminations ( 54 ) ( 50 ) ( 83 ) ( 105 )
Consolidated operating income 92,597 81,936 178,134 155,457
Interest expense, net ( 8,812 ) ( 11,276 ) ( 17,013 ) ( 25,687 )
Loss on debt extinguishment — — — ( 6,392 )
Total non-operating pension benefit 646 1,070 1,134 2,270
Consolidated income from continuing operations before taxes $ 84,431 $ 71,730 $ 162,255 $ 125,648
(1) Severance, restructuring, and acquisition integration costs for the three and six months ended July 2, 2023 and July 3, 2022 included costs related to our Acquisition Integration program. See Note 11.
(2) Adjustments related to acquisitions and divestitures included fair value adjustments of acquired inventory and investments as well as gains associated with the sales of businesses.
Note 6: Income (loss) per Share
The following table presents the basis for the income (loss) per share computations:
Three Months Ended Six Months Ended
July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022
(In thousands)
Numerator:
Income from continuing operations $ 68,775 $ 58,642 $ 131,720 $ 102,738
Less: Net income (loss) attributable to noncontrolling interest 22 81 ( 225 ) 84
Income from continuing operations attributable to Belden stockholders 68,753 58,561 131,945 102,654
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 $ 68,753 $ 58,561 $ 131,945 $ 94,402
Denominator:
Weighted average shares outstanding, basic 42,497 44,252 42,663 44,535
Effect of dilutive common stock equivalents 591 530 717 644
Weighted average shares outstanding, diluted 43,088 44,782 43,380 45,179
For both the three and six months ended July 2, 2023, diluted weighted average shares outstanding excluded outstanding equity awards of 0.2 million as they were anti-dilutive. In addition, for both the three and six months ended July 2, 2023, diluted weighted average shares outstanding did not include outstanding equity a wards of 0.2 million becau se the related performance conditions have not been satisfied.
-13-
For both the three and six months ended July 3, 2022, diluted weighted average shares outstanding exclude outstanding equity awards of 1.1 million as they are anti-dilutive. In addition, for the three and six months ended July 3, 2022, diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million and 0.3 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 7: 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. Provisions and recoveries are included in selling, general and administrative expenses.
The following table presents the activity in the trade receivables allowance for doubtful accounts for our continuing operations for the three and six months ended July 2, 2023 and July 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
Current period provision 4,194 656
Acquisitions 19 —
Fx impact 11 ( 81 )
Write-offs — ( 64 )
Recoveries collected ( 8 ) ( 12 )
Q2 ending balance $ 16,146 $ 5,792
-14-
Note 8: Inventories
The following table presents the major classes of inventories as of July 2, 2023 and December 31, 2022 , respectively:
July 2, 2023 December 31, 2022
(In thousands)
Raw materials $ 182,683 $ 162,154
Work-in-process 39,252 35,011
Finished goods 183,289 190,311
Gross inventories 405,224 387,476
Excess and obsolete reserves ( 59,797 ) ( 45,913 )
Net inventories $ 345,427 $ 341,563
Note 9: 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.
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 guarantees. Our variable lease expense was approximately $ 0.8 million and $ 1.6 million for the three and six months ended July 2, 2023, respectively. Our variable lease expense was approximately $ 0.7 million and $ 1.5 million for the three and six months ended July 3, 2022, respectively.
The components of lease expense were as follows:
Three Months Ended Six Months Ended
July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022
(In thousands)
Operating lease cost $ 5,415 $ 5,365 $ 10,932 $ 10,793
Finance lease cost
Amortization of right-of-use asset $ 190 $ 446 $ 391 $ 734
Interest on lease liabilities 77 122 157 128
Total finance lease cost $ 267 $ 568 $ 548 $ 862
Supplemental cash flow information related to leases was as follows:
Three Months Ended Six Months Ended
July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 4,625 $ 4,561 $ 9,290 $ 9,337
-15-
Operating cash flows from finance leases were not material during the three and six months ended July 2, 2023 and July 3, 2022 .
Supplemental balance sheet information related to leases was as follows:
July 2, 2023 December 31, 2022
(In thousands, except lease term and discount rate)
Operating leases:
Total operating lease right-of-use assets
$ 73,435 $ 73,376
Accrued liabilities $ 16,502 $ 16,442
Long-term operating lease liabilities 60,480 59,250
Total operating lease liabilities $ 76,982 $ 75,692
Finance leases:
Other long-lived assets, at cost $ 6,313 $ 6,323
Accumulated depreciation ( 1,020 ) ( 733 )
Other long-lived assets, net $ 5,293 $ 5,590
Accrued liabilities $ 549 $ 391
Other long-term liabilities 5,814 5,928
Total finance lease liabilities $ 6,363 $ 6,319
July 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 July 2, 2023 and December 31, 2022, respectively:
July 2, 2023 December 31, 2022
(In thousands)
2023 $ 10,501 $ 15,815
2024 15,574 14,809
2025 14,278 13,472
2026 12,792 11,964
2027 6,975 6,464
Thereafter 21,185 20,907
Total $ 81,305 $ 83,431
In addition, we covenanted the lease payments for certain Grass Valley property leases which include expiration dates through 2035, and collectively have approximately $ 23 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 two property leases. As of July 2, 2023, we have a liability for expected, future payments of $ 8.2 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.
-16-
Note 10: Long-Lived Assets
Depreciation and Amortization Expense
We recognized depreciation expense in income from continuing operations of $ 12.7 million and $ 25.0 million in the three and six months ended July 2, 2023, respectively. We recognized depreciation expense in income from continuing operations of $ 11.4 million and $ 22.6 million in the three and six months ended July 3, 2022, respectively.
We recognized amortization expense in income from continuing operations of $ 12.9 million and $ 24.0 million in the three and six months ended July 2, 2023, respectively. We recognized amortization expense in income from continuing operations of $ 10.2 million and $ 20.0 million in the three and six months ended July 3, 2022, respectively.
Asset Held for Sale
During the six months ended July 2, 2023, we entered into an agreement to sell our property in Ontario, Canada as part of a sale and leaseback transaction for $ 15.6 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 11: 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 Enterprise Solutions segment incurred $ 1.3 million of restructuring and integration costs during the three and six months ended July 2, 2023, and the Industrial Automation Solutions segment incurred $ 0.1 million and $ 0.8 million of restructuring and integration co sts during the three and six months ended July 2, 2023, respectively. The Enterprise Solutions segment incurred $ 1.0 million of restructuring and integration costs during the three and six months ended July 3, 2022, and the Industrial Automation Solutions segment incurred $ 0.1 million and $ 3.1 million of restructuring and integration costs during the three and six months ended July 3, 2022, respectively.
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 July 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 Six Months Ended
July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022
(In thousands)
Cost of sales $ — $ 520 $ — $ 892
Selling, general and administrative expenses 1,323 647 1,997 3,258
Research and development expenses 94 — 94 —
Total $ 1,417 $ 1,167 $ 2,091 $ 4,150
-17-
Note 12: Long-Term Debt and Other Borrowing Arrangements
The carrying values of our long-term debt were as follows:
July 2, 2023 December 31, 2022
(In thousands)
Revolving credit agreement due 2026 $ — $ —
Senior subordinated notes:
3.375 % Senior subordinated notes due 2027
490,500 480,330
3.875 % Senior subordinated notes due 2028
381,500 373,590
3.375 % Senior subordinated notes due 2031
327,000 320,220
Total senior subordinated notes 1,199,000 1,174,140
Less unamortized debt issuance costs ( 11,848 ) ( 12,964 )
Long-term debt $ 1,187,152 $ 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 July 2, 2023, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 291.2 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 six months ended July 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.
We have outstanding € 450.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2027 (the 2027 Notes). The carrying value of the 2027 Notes as of July 2, 2023 is $ 490.5 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 July 2, 2023 is $ 381.5 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 July 2, 2023 is $ 327.0 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.
-18-
Fair Value of Long-Term Debt
The fair value of our senior subordinated notes as of July 2, 2023 was approximately $ 1,099.5 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 $ 1,199.0 million as of July 2, 2023.
Note 13: Net Investment Hedge
All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity. As of July 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 six months ended July 2, 2023 and July 3, 2022, the transaction gain (loss) associated with the net investment hedge reported in other comprehensive income was $( 13.0 ) million and $ 53.5 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 14: Income Taxes
For the three and six months ended July 2, 2023, we recognized income tax expense of $ 15.7 million and $ 30.5 million, respectively, representing an effective tax rate of 18.5 % and 18.8 %, 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.
For the three and six months ended July 3, 2022 , we recognized income tax expense of $ 13.1 million and $ 22.9 million, respectively, representing an effective tax rate of 18.2 % for each period. The effective tax rates were primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits.
Note 15: 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
July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022
(In thousands)
Three Months Ended
Service cost $ 844 $ 819 $ 3 $ 6
Interest cost 3,810 2,287 252 193
Expected return on plan assets ( 4,329 ) ( 3,798 ) — —
Amortization of prior service cost 44 44 — —
Actuarial losses (gains) ( 232 ) 224 ( 191 ) ( 20 )
Net periodic benefit cost (income) $ 137 $ ( 424 ) $ 64 $ 179
Six Months Ended
Service cost $ 1,534 $ 1,730 $ 6 $ 12
Interest cost 7,554 4,592 503 388
Expected return on plan assets ( 8,438 ) ( 7,761 ) — —
Amortization of prior service cost 87 91 — —
Actuarial losses (gains) ( 458 ) 460 ( 382 ) ( 40 )
Net periodic benefit cost (income) $ 279 $ ( 888 ) $ 127 $ 360
-19-
Note 16: Comprehensive Income and Accumulated Other Comprehensive Income (Loss)
The following table summarizes total comprehensive income:
Three Months Ended Six Months Ended
July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022
(In thousands)
Net income $ 68,775 $ 58,642 $ 131,720 $ 94,486
Foreign currency translation adjustments, net of tax ( 4,577 ) 51,945 ( 21,595 ) 55,707
Adjustments to pension and postretirement liability, net of tax ( 284 ) 181 ( 564 ) 374
Total comprehensive income 63,914 110,768 109,561 150,567
Less: Comprehensive income (loss) attributable to noncontrolling interests 24 56 ( 221 ) 86
Comprehensive income attributable to Belden $ 63,890 $ 110,712 $ 109,782 $ 150,481
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 loss, 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 ( 21,599 ) — ( 21,599 )
Amounts reclassified from accumulated other comprehensive loss ( 139 ) ( 564 ) ( 703 )
Net current period other comprehensive loss attributable to Belden ( 21,738 ) ( 564 ) ( 22,302 )
Balance at July 2, 2023 $ ( 23,682 ) $ ( 4,491 ) $ ( 28,173 )
The following table summarizes the effects of reclassifications from accumulated other comprehensive loss for the six months ended July 2, 2023:
Amounts
Reclassified from Accumulated Other Comprehensive Income (2) 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 $ ( 840 ) (1)
Prior service cost 87 (1)
Total before tax ( 753 )
Tax expense 189
Total net of tax $ ( 564 )
(1) The amortization of these accumulated other comprehensive loss components are included in the computation of net periodic benefit costs (see Note 15).
(2) In addition, we reclassified $ 0.1 million of accumulated foreign currency translation gains associated with the sale of the Hite JV.
-20-
Note 17: 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. On April 24, 2023, our Board of Directors authorized an additional $ 300.0 million under the share repurchase program. This program is funded with cash on hand and cash flows from operating activities.
During the three months ended July 2, 2023 , we repurchased 0.4 million shares of our common stock for an aggregate cost of $ 36.2 million at an average price per share of $ 92.01 . During the six months ended July 2, 2023 , we repurchased 1.0 million shares of our common stock for an aggregate cost of $ 86.2 million at an average price per share of $ 87.30 . As of July 2, 2023, we had $ 278.8 million of authorizations remaining under the program. This share repurchase authorization does not have an expiration date.
During the three months ended July 3, 2022, we repurchased 0.3 million shares of our common stock for an aggregate cost of $ 16.6 million at an average price per share of $ 51.71 . During the six months ended July 3, 2022, we repurchased 1.2 million shares of our common stock for an aggregate cost of $ 66.6 million at an average price per share of $ 55.23 .
-21-
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.