S-4
As filed with the Securities and Exchange Commission on
August 28, 2007
Registration
No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
BELDEN INC.
SUBSIDIARY GUARANTORS LISTED ON
SCHEDULE A HERETO
(Exact name of registrant as
specified in charter)
|
|
|
|
|
Delaware
|
|
3357
|
|
36-3601505
|
(State or other jurisdiction
of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number)
|
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(314) 854-8000
(Address, including zip code,
and telephone number, including area code, of
registrants principal
executive offices)
Kevin L. Bloomfield, Esq.
Vice President, Secretary and General Counsel
Belden Inc.
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(314) 854-8000
(Name, address, including zip
code, and telephone number, including area code,
of agent for service of
process)
With a copy to:
Andrew E. Nagel, Esq.
Kirkland & Ellis LLP
153 E. 53rd Street
New York, New York 10022
(212) 446-4800
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable
after this registration statement becomes effective.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check
the following box. o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Proposed Maximum
|
|
|
Proposed Maximum
|
|
|
|
Title of Each Class of
|
|
|
to be
|
|
|
Offering Price
|
|
|
Aggregate
|
|
|
Amount of
|
Securities to be Registered
|
|
|
Registered
|
|
|
Per Note
|
|
|
Offering Price(1)
|
|
|
Registration Fee
|
7% Senior Subordinated Notes
due 2017
|
|
|
$350,000,000
|
|
|
100%
|
|
|
$350,000,000
|
|
|
$10,745.00
|
Guarantees of 7% Senior
Subordinated Notes due 2017
|
|
|
$350,000,000
|
|
|
|
|
|
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(f)
under the Securities Act of 1933, as amended.
|
|
(2)
|
|
Pursuant to Rule 457(n), no
additional registration fee is payable with respect to the
guarantees.
|
The registrants hereby amend this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrants shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the
registration statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
SCHEDULE A
|
|
|
|
|
|
|
|
|
State of
|
|
|
|
|
Exact Name of Subsidiary Guarantor
|
|
Incorporation or
|
|
|
|
I.R.S. Employer
|
as Specified in its Charter*
|
|
Organization
|
|
Principal Executive Offices
|
|
Identification Number
|
|
Belden 1993 Inc.
|
|
Delaware
|
|
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(314) 854-8000
|
|
76-0412617
|
Belden Holdings, Inc.
|
|
Delaware
|
|
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(314) 854-8000
|
|
43-1713458
|
Belden Technologies, Inc.
|
|
Delaware
|
|
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(314) 854-8000
|
|
43-1868546
|
Belden Wire & Cable
Company
|
|
Delaware
|
|
2200 U.S. Highway 27 South
Richmond, Indiana 47374
(765) 983-5200
|
|
76-0405879
|
CDT International Holdings
Inc.
|
|
Delaware
|
|
c/o CDT Asia Pacific Pte.
Ltd.
7 Amoy Street, #03-02
Far East Square, Canada House
Singapore 049949
|
|
25-1715671
|
Nordx/CDT Corp.
|
|
Delaware
|
|
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(314) 854-8000
|
|
25-1780564
|
Thermax/CDT, Inc.
|
|
Delaware
|
|
10 Alexander Drive
Wallingford, Connecticut 06490
(203) 284-9610
|
|
23-2891819
|
Belden CDT Networking, Inc.
|
|
Washington
|
|
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(314) 854-8000
|
|
91-1351700
|
|
|
* |
The name, address, including zip code, and telephone number,
including area code, of agent for service of process is Kevin L.
Bloomfield, Esq., Vice President, Secretary and General
Counsel of Belden Inc., 7701 Forsyth Boulevard, Suite 800,
St. Louis, Missouri 63105, telephone
(314) 854-8000.
The primary standard industrial classification code number for
each of the subsidiary guarantors is 3357.
|
The
information in this prospectus is not complete and may be
changed. We may not complete the exchange offer and issue these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
|
SUBJECT TO COMPLETION, DATED
AUGUST 28, 2007
PROSPECTUS
$350,000,000
BELDEN INC.
EXCHANGE OFFER FOR 7% SENIOR
SUBORDINATED NOTES DUE 2017
We hereby offer, upon the terms and subject to the conditions
set forth in this prospectus and the accompanying letter of
transmittal (which together constitute the exchange
offer), to exchange up to $350,000,000 aggregate principal
amount of our 7% Senior Subordinated Notes due 2017, and
the guarantees thereof, which have been registered under the
Securities Act of 1933, as amended, which we refer to as the
exchange notes, for an equal aggregate principal amount of our
currently outstanding 7% Senior Subordinated Notes due
2017, and the guarantees thereof, that were issued on
March 16, 2007, which we refer to as the old notes. We
refer to the old notes and the exchange notes collectively as
the notes.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME,
ON ,
2007, UNLESS EXTENDED.
The material terms of the exchange offer are summarized below
and are more fully described in this prospectus.
Material Terms of the Exchange Offer
|
|
|
|
|
The terms of the exchange notes are substantially identical to
those of the old notes except that the exchange notes are
registered under the Securities Act of 1933, as amended, and the
transfer restrictions, registration rights and rights to
additional interest applicable to the old notes do not apply to
the exchange notes.
|
|
|
|
We will exchange all old notes that are validly tendered and not
withdrawn prior to the expiration of the exchange offer.
|
|
|
|
You may withdraw tenders of old notes at any time prior to the
expiration of the exchange offer.
|
|
|
|
We will not receive any proceeds from the exchange offer.
|
|
|
|
The exchange of notes should not be a taxable event for
U.S. federal income tax purposes.
|
|
|
|
There is no public market for the exchange notes. We have not
applied, and do not intend to apply, for listing of the exchange
notes on any national securities exchange or automated quotation
system.
|
See Risk Factors beginning on page 8 of
this prospectus for a discussion of certain risks that you
should consider carefully before participating in the exchange
offer.
Each broker-dealer that receives exchange notes for its own
account pursuant to the exchange offer must acknowledge that it
will deliver a prospectus in connection with any resale of the
exchange notes. This prospectus, as amended or supplemented, may
be used by a broker-dealer in connection with resales of
exchange notes received in exchange for old notes that were
acquired by such broker-dealer as a result of market-making or
other trading activities. We have agreed that for a period of
180 days after the expiration of the exchange offer, we
will make this prospectus available to any broker-dealer for use
in connection with any such resales. See Plan of
Distribution.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus
is ,
2007
We have not authorized anyone to give you any information or
to make any representations about us or the exchange offer other
than those contained in this prospectus. If you are given any
information or representations about these matters that is not
discussed in this prospectus, you must not rely on that
information. This prospectus is not an offer to sell or a
solicitation of an offer to buy securities anywhere or to anyone
where or to whom we are not permitted to offer or sell
securities under applicable law. The delivery of this prospectus
does not, under any circumstances, mean that there has not been
a change in our affairs since the date of this prospectus.
Subject to our obligation to amend or supplement this prospectus
as required by law and the rules of the Securities and Exchange
Commission, the information contained in this prospectus is
correct only as of the date of this prospectus, regardless of
the time of delivery of this prospectus or any sale of these
securities.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
Page
|
|
|
|
|
ii
|
|
|
|
|
ii
|
|
|
|
|
iii
|
|
|
|
|
1
|
|
|
|
|
8
|
|
|
|
|
14
|
|
|
|
|
21
|
|
|
|
|
63
|
|
|
|
|
64
|
|
|
|
|
65
|
|
|
|
|
66
|
|
|
|
|
66
|
|
|
|
|
F-1
|
|
This prospectus incorporates important business and financial
information about us that is not included in or delivered with
this document. This information is available to you at no cost,
upon your request. You can request this information by writing
or telephoning us at the following address: Investor Relations,
Belden Inc., 7701 Forsyth Boulevard, Suite 800,
St. Louis, Missouri 63105, telephone number
(314) 854-8000,
email info@belden.com.
In order to obtain timely delivery, you must request
information no later
than ,
2007, which is five business days before the scheduled
expiration of the exchange offer.
i
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange
Commission (the SEC) under the Securities Exchange
Act of 1934, as amended (the Exchange Act). We have
also filed with the SEC a registration statement on
Form S-4,
which you can access on the SECs Internet site at
http://www.sec.gov,
to register the exchange notes. This prospectus, which forms
part of the registration statement, does not contain all of the
information included in that registration statement. For further
information about us and the exchange notes offered in this
prospectus, you should refer to the registration statement and
its exhibits. You may read and copy any materials we file with
the SEC at the Public Reference Room of the SEC at
100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at
1-800-SEC-0330
for more information about the operation of the Public Reference
Room. The SEC also maintains an Internet site at
http://www.sec.gov
that contains reports, proxy and information statements, and
other information regarding issuers that file electronically
with the SEC. You may also obtain certain of these documents on
our Internet site at
http://www.belden.com.
Our web site and the information contained on that site, or
connected to that site, are not incorporated into and are not a
part of this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This prospectus incorporates by reference important business and
financial information about our company that is not included in
or delivered with this document. The information incorporated by
reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update
and supersede this information. Any statement contained in this
prospectus or in any document incorporated or deemed to be
incorporated by reference into this prospectus that is modified
or superseded by subsequently filed materials shall not be
deemed, except as so modified or superseded, to constitute a
part of this prospectus. We incorporate by reference the
documents set forth below that we have previously filed with the
SEC, including all exhibits thereto, and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act from now until the termination of the
exchange offer:
|
|
|
|
|
Annual Report on
Form 10-K
for the year ended December 31, 2006;
|
|
|
|
Quarterly Report on
Form 10-Q
for the quarter ended March 25, 2007;
|
|
|
|
Quarterly Report on
Form 10-Q
for the quarter ended June 24, 2007;
|
|
|
|
Definitive Proxy Statement filed on April 11, 2007; and
|
|
|
|
Current Reports on
Form 8-K
filed on January 30, 2007, February 2, 2007,
February 8, 2007 (with respect to the earliest event
reported occurring on February 2, 2007), February 9,
2007, February 22, 2007, February 28, 2007,
March 19, 2007, April 2, 2007, April 24, 2007,
May 29, 2007, May 30, 2007, June 14, 2007 and
July 26, 2007 (with respect to the earliest event reported
occurring on July 23, 2007).
|
You can obtain any of the documents incorporated by reference
into this prospectus from the SECs web site at the address
described above. You may also request a copy of these filings,
at no cost, by writing or telephoning to the address and
telephone set forth below. We will provide, without charge, upon
written or oral request, copies of any or all of the documents
incorporated by reference into this prospectus (excluding
exhibits to such documents unless such exhibits are specifically
incorporated by reference therein). You should direct requests
for documents to:
Belden Inc.
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
Attention: Investor Relations
Telephone:
(314) 854-8000
Email: info@belden.com
In order to obtain timely delivery of any copies of filings
requested, please write or call us no later
than ,
2007, which is five business days before the expiration date of
the exchange offer.
ii
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act) and Section 21E of
the Exchange Act. These statements may be identified by the use
of forward-looking terminology such as anticipate,
believe, continue, could,
estimate, expect, intend,
may, might, plan,
potential, predict, should
or will or the negative thereof or other variations
thereon or comparable terminology. In particular, statements
about our expectations, beliefs, plans, objectives, assumptions
or future events or performance contained in this prospectus
under the headings Summary and Risk
Factors and in our 2006 Annual Report on
Form 10-K
under the headings Risk Factors and
Managements Discussion and Analysis of Financial
Condition and Results of Operations are forward-looking
statements.
We have based these forward-looking statements on our current
expectations, assumptions, estimates and projections. While we
believe these expectations, assumptions, estimates and
projections are reasonable, such forward-looking statements are
only predictions and involve known and unknown risks and
uncertainties, many of which are beyond our control. These and
other important factors, including those discussed in this
prospectus under the headings Summary and Risk
Factors and in our 2006 Annual Report on
Form 10-K
under the headings Risk Factors and
Managements Discussion and Analysis of Financial
Condition and Results of Operations, could cause our
actual results, performance or achievements to differ materially
from any future results, performance or achievements expressed
or implied by these forward-looking statements. Some of the key
factors that could cause actual results to differ from our
expectations include:
|
|
|
|
|
changes in the level of economic activity in North America and
Europe;
|
|
|
|
changes in the price and availability of raw materials;
|
|
|
|
competition;
|
|
|
|
ability to maintain relationships with our distributors;
|
|
|
|
fluctuations in effective income tax rate;
|
|
|
|
ability to achieve planned cost savings;
|
|
|
|
ability to comply with environmental and other laws and
regulations;
|
|
|
|
asset impairments;
|
|
|
|
changes in accounting rules;
|
|
|
|
fluctuations in currency exchange rates;
|
|
|
|
political and economic uncertainties in the foreign countries in
which we do business;
|
|
|
|
ability to introduce and develop new products;
|
|
|
|
funding of defined benefit pension plans;
|
|
|
|
ability to maintain good relationships with our employees;
|
|
|
|
ability to protect our intellectual property and defend against
claims of third parties that we have violated their intellectual
property rights;
|
|
|
|
incurrence of cash and non-cash charges in connection with plant
closures;
|
|
|
|
ability to retain senior management and key employees;
|
|
|
|
ability to find suitable acquisition partners;
|
|
|
|
ability to effectively manage the commercial integration of
connectivity;
|
|
|
|
downgrades in our credit ratings; and
|
|
|
|
other risks and uncertainties described from time to time in our
periodic filings with the SEC.
|
Given these risks and uncertainties, you are cautioned not to
place undue reliance on such forward-looking statements. The
forward-looking statements included in this prospectus are made
only as of the date hereof. We do not undertake and expressly
disclaim any obligation to update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise, except as required by law.
iii
SUMMARY
The following summary is qualified in its entirety by the
more detailed information included elsewhere or incorporated by
reference in this prospectus. Because this is a summary, it may
not contain all of the information that may be important to you.
You should read the entire prospectus carefully, paying
particular attention to the matters discussed under the caption
Risk Factors and our consolidated financial
statements and accompanying notes, as well as the information
incorporated by reference, request from us all additional public
information you wish to review relating to us and complete your
own examination of us and the terms of the exchange offer and
the exchange notes before making an investment decision. Unless
otherwise indicated, Belden, we,
us, and our refer to Belden Inc. and its
consolidated subsidiaries. Prior to May 24, 2007, Belden
Inc. was known as Belden CDT Inc.
Our
Company
Belden designs, manufactures and markets signal transmission
products for data networking and a wide range of specialty
electronics markets. We focus on segments of the worldwide cable
and connectivity market that require highly differentiated,
high-performance products. We add value through design,
engineering, excellence in manufacturing, product quality, and
customer service.
We were incorporated in Delaware in 1988. Our common stock is
listed on the New York Stock Exchange under the symbol
BDC. Our principal executive offices are located at
7701 Forsyth Boulevard, Suite 800, St. Louis, Missouri
63105, and our telephone number is
(314) 854-8000.
Additional information about us may be found on our web site at
http://www.belden.com.
The contents of our web site are not part of this prospectus.
1
The
Exchange Offer
The following is a brief summary of certain material terms of
the exchange offer. For a more complete description of the terms
of the exchange offer, see The Exchange Offer in
this prospectus.
|
|
|
Background |
|
On March 16, 2007, we issued $350,000,000 aggregate principal
amount of our 7% Senior Subordinated Notes due 2017, or the
old notes, to Wachovia Capital Markets, LLC and UBS Securities
LLC, as the initial purchasers, in a transaction exempt from the
registration requirements of the Securities Act. The initial
purchasers then sold the old notes to qualified institutional
buyers in reliance on Rule 144A and to persons outside the
United States in reliance on Regulation S under the
Securities Act. Because the old notes have been sold in reliance
on exemptions from registration, the old notes are subject to
transfer restrictions. In connection with the issuance of the
old notes, we entered into a registration rights agreement with
the initial purchasers pursuant to which we agreed, among other
things, to deliver to you this prospectus and to complete an
exchange offer for the old notes. |
|
The Exchange Offer |
|
We are offering to exchange up to $350,000,000 aggregate
principal amount of our 7% Senior Subordinated Notes due
2017, or the exchange notes, for an equal aggregate principal
amount of old notes. The terms of the exchange notes are
identical in all material respects to the terms of the old
notes, except that the exchange notes have been registered under
the Securities Act and do not contain transfer restrictions,
registration rights or additional interest provisions. You
should read the discussion set forth under
Description of the Exchange Notes for further
information regarding the exchange notes. In order to be
exchanged, an old note must be properly tendered and accepted.
All old notes that are validly tendered and not withdrawn will
be exchanged. We will issue and deliver the exchange notes
promptly after the expiration of the exchange offer. |
|
Resale of Exchange Notes |
|
Based on interpretations by the SECs Staff, as detailed in
a series of no-action letters issued to third parties unrelated
to us, we believe that the exchange notes issued in the exchange
offer may be offered for resale, resold or otherwise transferred
by you without compliance with the registration and prospectus
delivery requirements of the Securities Act as long as: |
|
|
|
you, or the person or entity receiving the exchange
notes, acquires the exchange notes in the ordinary course of
business;
|
|
|
|
neither you nor any such person or entity receiving
the exchange notes is engaging in or intends to engage in a
distribution of the exchange notes within the meaning of the
federal securities laws;
|
|
|
|
neither you nor any such person or entity receiving
the exchange notes has an arrangement or understanding with any
person or entity to participate in any distribution of the
exchange notes; and
|
|
|
|
neither you nor any such person or entity receiving
the exchange notes is an affiliate of Belden Inc.,
as that term is defined in Rule 405 under the Securities
Act.
|
2
|
|
|
|
|
We have not submitted a no-action letter to the SEC and there
can be no assurance that the SEC would make a similar
determination with respect to this exchange offer. If you do not
meet the conditions described above, you must comply with the
registration and prospectus delivery requirements of the
Securities Act in connection with the resale of the exchange
notes. If you fail to comply with these requirements you may
incur liabilities under the Securities Act, and we will not
indemnify you for such liabilities. |
|
|
|
Each broker-dealer that is issued exchange notes in the exchange
offer for its own account in exchange for old notes acquired by
such broker-dealer as a result of market-making or other trading
activities must acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act in connection
with any resale of the exchange notes issued in the exchange
offer. See Plan of Distribution. |
|
Expiration Date |
|
5:00 p.m., New York City time,
on , 2007, unless, in
our sole discretion, we extend or terminate the exchange offer. |
|
Withdrawal Rights |
|
You may withdraw tendered old notes at any time prior to
5:00 p.m., New York City time, on the expiration date. See
The Exchange OfferTerms of the Exchange Offer. |
|
Conditions to the Exchange Offer |
|
The exchange offer is subject to certain customary conditions,
including our determination that the exchange offer does not
violate any law, statute, rule, regulation or interpretation by
the Staff of the SEC or any regulatory authority or other
foreign, federal, state or local government agency or court of
competent jurisdiction, some of which may be waived by us. See
The Exchange OfferConditions to the Exchange
Offer. |
|
Procedures for Tendering Old Notes |
|
You may tender your old notes by instructing your broker or bank
where you keep the old notes to tender them for you. In some
cases, you may be asked to submit the blue-colored letter of
transmittal that may accompany this prospectus. By tendering
your old notes, you will represent to us, among other things,
(1) that you are, or the person or entity receiving the
exchange notes, is acquiring the exchange notes in the ordinary
course of business, (2) that neither you nor any such other
person or entity has any arrangement or understanding with any
person to participate in the distribution of the exchange notes
within the meaning of the Securities Act and (3) that
neither you nor any such other person or entity is our affiliate
within the meaning of Rule 405 under the Securities Act.
Your old notes will be tendered in integral multiples of $1,000.
Exchange notes will be issued in minimum denominations of $1,000
and integral multiples of $1,000 in excess thereof. |
|
|
|
A timely confirmation of book-entry transfer of your old notes
into the exchange agents account at The Depository
Trust Company, or DTC, according to the procedures
described in this prospectus under The Exchange
Offer, must be received by the exchange agent before
5:00 p.m., New York City time, on the expiration date. |
|
Consequences of Failure to Exchange |
|
Any old notes not accepted for exchange for any reason will be
credited to an account maintained at DTC promptly after the |
3
|
|
|
|
|
expiration or termination of the exchange offer. Old notes that
are not tendered, or that are tendered but not accepted, will be
subject to their existing transfer restrictions. We will have no
further obligation, except under limited circumstances, to
provide for registration under the Securities Act of the old
notes. The liquidity of the old notes could be adversely
affected by the exchange offer. See Risk
FactorsRisks Related to Retention of the Old NotesIf
you do not exchange your old notes, your old notes will continue
to be subject to the existing transfer restrictions and you may
be unable to sell your old notes. |
|
Taxation |
|
The exchange of old notes for exchange notes by tendering
holders should not be a taxable event for U.S. federal
income tax purposes. For more details, see Material United
States Federal Income Tax Consequences. |
|
Use of Proceeds |
|
We will not receive any proceeds from the issuance of the
exchange notes in the exchange offer. For more details, see
Use of Proceeds. |
|
Exchange Agent |
|
U.S. Bank National Association is serving as the exchange agent
in connection with the exchange offer. The address, telephone
number and facsimile number of the exchange agent are listed
under The Exchange OfferExchange Agent. |
4
Terms of
the Exchange Notes
The following is a brief summary of certain material terms of
the exchange notes. For more complete information about the
exchange notes, see Description of the Exchange
Notes in this prospectus.
|
|
|
Issuer |
|
Belden Inc. (formerly known as Belden CDT Inc.) |
|
Securities Offered |
|
$350,000,000 aggregate principal amount of 7% Senior
Subordinated Notes due 2017. |
|
Maturity Date |
|
March 15, 2017. |
|
Interest |
|
Interest on the exchange notes will accrue at a rate of 7% per
annum, payable semi-annually on March 15 and September 15 of
each year, commencing September 15, 2007. |
|
Guarantees |
|
The exchange notes will be guaranteed on a senior subordinated
basis by our current and future subsidiaries that guarantee our
senior secured credit facility. |
|
Ranking |
|
The exchange notes and guarantees will be unsecured senior
subordinated obligations of us and the guarantors and will rank
senior to our convertible subordinated debentures and all future
junior subordinated indebtedness of us and the guarantors. The
exchange notes and guarantees will rank equal in right of
payment with all future senior subordinated debt of us and the
guarantors, and will be subordinated to all of our and the
guarantors existing and future senior debt, including
borrowings under our senior secured credit facility. As of
June 24, 2007, we and the guarantors had no senior debt
outstanding and $225.0 million of available borrowing
capacity under our senior secured credit facility (subject to
$7.2 million in outstanding letters of credit). In
addition, our senior secured credit facility provides for an
uncommitted incremental facility in the amount of
$125.0 million. As of June 24, 2007, our non-guarantor
subsidiaries had approximately $361.6 million of
indebtedness and other liabilities that ranked structurally
senior to the exchange notes. The indenture governing the
exchange notes will allow us to incur additional debt, including
senior secured debt. |
|
Optional Redemption |
|
Beginning on March 15, 2012, we may redeem some or all of
the exchange notes at the redemption prices set forth under
Description of the Exchange NotesOptional
Redemption plus accrued and unpaid interest on the
exchange notes to the date of redemption. In addition, prior to
March 15, 2012, we may redeem some or all of the exchange
notes at a price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, plus the
make-whole premium set forth in this prospectus. At
any time prior to March 15, 2010, we may redeem up to 35%
of the exchange notes at a redemption price of 107%, plus
accrued and unpaid interest, if any, to the date of redemption,
with the proceeds of certain sales of our equity securities. We
may make that redemption only if, after the redemption, at least
65% of the aggregate principal amount of the exchange notes
remains outstanding and the redemption occurs within
90 days of the closing of the equity offering. See
Description of the Exchange NotesOptional
Redemption. |
5
|
|
|
Change of Control |
|
Upon the occurrence of certain changes of control, we must offer
to repurchase the exchange notes at 101% of their aggregate
principal amount, plus accrued and unpaid interest to the date
of repurchase. |
|
Restrictive Covenants |
|
The indenture governing the exchange notes will contain certain
covenants limiting our ability and the ability of our restricted
subsidiaries to, under certain circumstances: |
|
|
|
incur additional debt;
|
|
|
|
pay dividends or make other distributions on, redeem
or repurchase, capital stock, or make investments or other
restricted payments;
|
|
|
|
enter into transactions with affiliates;
|
|
|
|
engage in sale and leaseback transactions;
|
|
|
|
dispose of assets or issue stock of restricted
subsidiaries;
|
|
|
|
create liens on assets; or
|
|
|
|
effect a consolidation or merger or sell all, or
substantially all, of our assets.
|
|
|
|
These covenants are subject to a number of important
limitations, exceptions and qualifications as described in this
prospectus under Description of the Exchange
NotesCertain Covenants. At any time that the
exchange notes are rated investment grade, and subject to
certain conditions, certain covenants will be suspended with
respect to the exchange notes. See Description of the
Exchange NotesCertain Covenants. |
|
DTC Eligibility |
|
The exchange notes will be issued in book-entry form and will be
represented by a permanent global security deposited with a
custodian for and registered in the name of the nominee of DTC
in New York, New York. Beneficial interests in the global
security will be shown on, and transfers will be effected only
through, records maintained by DTC and its direct and indirect
participants and any such interests may not be exchanged for
certificated securities, except in limited circumstances. See
Description of the Exchange NotesBook-Entry Delivery
and Form. |
|
Absence of a Public Market |
|
The exchange notes are new securities for which there currently
is no market. An active trading market for the exchange notes
may not develop or be sustained. |
|
Governing Law |
|
The exchange notes and the indenture will be governed by, and
construed in accordance with, the laws of the State of New York. |
|
Risk Factors |
|
See Risk Factors and the other information included
or incorporated by reference in this prospectus for a discussion
of factors you should consider carefully before deciding to
invest in the exchange notes. |
6
Ratio of
Earnings to Fixed Charges
The following table sets forth the ratio of earnings to fixed
charges for Belden and its subsidiaries on a consolidated basis
for each of the periods indicated. We calculated the ratio of
earnings to fixed charges by dividing earnings by total fixed
charges. Earnings consist of income from continuing operations
before income taxes and fixed charges. Fixed charges include
(i) interest expense, whether expensed or capitalized,
(ii) amortization of debt issuance cost and (iii) the
portion of rental expense representative of the interest factor.
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
June 24,
|
|
Twelve Months Ended December 31,
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
|
6.2x
|
|
7.3x
|
|
4.0x
|
|
2.4x
|
|
1.7x
|
|
1.0x
|
Recent
Developments
On August 16, 2007, we announced a $100 million share
repurchase program. Under the program, repurchases may occur in
the open market or in privately negotiated transactions, at
times and prices considered appropriate. We retain the right to
terminate this program at any time.
7
RISK
FACTORS
Investing in the exchange notes involves risks. You should
carefully consider the following risks in addition to the risks
described under Risk Factors in Item 1A of our
Annual Report on
Form 10-K
for the year ended December 31, 2006, filed with the SEC on
March 1, 2007 and incorporated by reference into this
prospectus. You should also consider the other information
contained in this prospectus and the documents incorporated by
reference into this prospectus before exchanging your old notes
for the exchange notes. See Incorporation of Certain
Information by Reference. The risks described below and in
these other documents are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we
currently believe to be immaterial could also impair our
business, operating results or financial condition. In such a
case, you could lose all or a part of your original
investment.
Risks
Related to the Exchange Notes
Our
substantial indebtedness could adversely affect our financial
health and prevent us from fulfilling our obligations under the
exchange notes.
We have a significant amount of indebtedness. As of
June 24, 2007, we had total indebtedness of
$460.0 million and an additional $225.0 million of
revolving availability under our senior secured credit facility,
subject to $7.2 million of outstanding letters of credit.
In addition, our senior secured credit facility provides an
uncommitted incremental facility in the amount of
$125.0 million and requires us, in certain circumstances to
maintain a level of liquidity.
Our substantial indebtedness could have important consequences
to you. For example, it could:
|
|
|
|
|
make it more difficult for us to satisfy our obligations with
respect to the exchange notes;
|
|
|
|
increase our vulnerability to adverse economic and industry
conditions;
|
|
|
|
require us to dedicate a substantial portion of our cash flows
from operations to payments on our indebtedness, thereby
reducing the availability of our cash flows to fund
acquisitions, working capital, capital expenditures, research
and development efforts and other general corporate purposes;
|
|
|
|
limit our flexibility in planning for, or reacting to, changes
in our business and the industry in which we operate;
|
|
|
|
place us at a competitive disadvantage compared to our
competitors that have less debt;
|
|
|
|
limit our ability to borrow additional funds; and
|
|
|
|
limit our ability to make future acquisitions.
|
In addition, our senior secured credit facility, the indenture
governing the exchange notes and, to a lesser extent, the
indenture governing our 4.00% Convertible Subordinated
Debentures due 2023, or convertible subordinated debentures,
contain restrictive (and, in the case of the senior secured
credit facility, financial) covenants that limit our ability to
engage in activities that may be in our best interests. Our
failure to comply with those covenants could result in an event
of default which, if not cured or waived, could result in the
acceleration of all of our debts.
Despite
current indebtedness levels, we and our subsidiaries may still
be able to incur substantially more debt. This could further
exacerbate the risks associated with our substantial
leverage.
We and our subsidiaries may be able to incur substantial
additional indebtedness in the future. The terms of the
indenture governing the exchange notes, the indenture governing
our convertible subordinated debentures and our senior secured
credit facility do not fully prohibit us or our subsidiaries
from doing so. As of June 24, 2007, we had an additional
$225.0 million of revolving availability under our senior
secured credit facility, subject to $7.2 million of
outstanding letters of credit. In addition, our senior secured
credit facility provides an uncommitted incremental facility in
the amount of $125.0 million. Any borrowings under our
8
senior secured credit facility will be senior to the exchange
notes. If new debt is added to our and our subsidiaries
current debt levels, the related risks that we and they now face
could intensify.
To
service our indebtedness, we will require a significant amount
of cash. Our ability to generate cash depends on many factors
beyond our control.
Our ability to make payments on and to refinance our
indebtedness, including the exchange notes, and to fund capital
expenditures, acquisitions and research and development efforts
will depend on our ability to generate cash. This, to a certain
extent, is subject to economic, financial, competitive,
legislative, regulatory and other factors that are beyond our
control.
Based on our current level of operations, we believe our cash
flow from operations, available cash and available borrowings
under our senior secured credit facility will be adequate to
meet our current liquidity needs.
We cannot assure you, however, that our business will generate
sufficient cash flows from operations, that anticipated cost
savings and operating improvements will be realized on schedule
or that future borrowings will be available to us under our
senior secured credit facility or that we can obtain alternative
financing proceeds in an amount sufficient to enable us to pay
our indebtedness, including the exchange notes, or to fund our
other liquidity needs. We may need to refinance all or a portion
of our indebtedness, including the exchange notes, on or before
maturity. We cannot assure you that we will be able to refinance
any of our indebtedness, including our senior secured credit
facility or the exchange notes, on commercially reasonable terms
or at all.
Your
right to receive payments on the exchange notes and the
guarantees will be junior to the rights of lenders under our
senior secured credit facility and to all of our and the
guarantors other senior indebtedness, including any of our
or the guarantors future senior debt.
The exchange notes and the guarantees rank in right of payment
behind all of our and the guarantors existing and future
senior indebtedness, including borrowings under our senior
secured credit facility, and will rank junior in right of
payment behind all of our and the guarantors future
borrowings, except any future indebtedness that expressly
provides that it ranks equally or is junior in right of payment
to the exchange notes and the guarantees. See Description
of the Exchange Notes. As of June 24, 2007, we had
$225.0 million of revolving availability under our senior
secured credit facility, subject to $7.2 million of
outstanding letters of credit. In addition, our senior secured
credit facility also provides an uncommitted incremental
facility in the amount of $125.0 million. As of
June 24, 2007, we did not have any senior indebtedness
outstanding, but we have the ability to incur substantial
additional indebtedness, including senior indebtedness, in the
future. If we were to borrow under the senior secured credit
facility, the exchange notes and the guarantees would be
contractually subordinated to the amount of such borrowing.
We and the guarantors may not pay principal, premium, if any,
interest or other amounts on account of the exchange notes or
the guarantees in the event of a payment default or certain
other defaults in respect of certain of our senior indebtedness,
including debt under the senior secured credit facility, unless
the senior indebtedness has been paid in full or the default has
been cured or waived. In addition, in the event of certain other
defaults with respect to the senior indebtedness, we or the
guarantors may not be permitted to pay any amount on account of
the exchange notes or the guarantees for a designated period of
time. See Description of the Exchange
NotesSubordination. Because of the subordination
provisions in the exchange notes and the guarantees, in the
event of a bankruptcy, liquidation, reorganization or similar
proceeding relating to us or a guarantor, our or the
guarantors assets will not be available to pay obligations
under the exchange notes or the applicable guarantee until we
have, or the guarantor has, made all payments in cash on its
senior indebtedness. Sufficient assets may not remain after all
these payments have been made to make any payments on the
exchange notes or the applicable guarantee, including payments
of principal or interest when due. In addition, in the event of
a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the guarantors, holders of the
exchange notes will participate with trade creditors and all
other holders of our and the guarantors senior
subordinated indebtedness, as the case may be, in the assets
remaining after we and the
9
guarantors have paid all of the senior indebtedness. However,
because the indenture requires that amounts otherwise payable to
holders of the exchange notes in a bankruptcy or similar
proceeding be paid to holders of senior indebtedness instead,
holders of the exchange notes may receive less, ratably, than
holders of trade payables or other unsecured, unsubordinated
creditors in any such proceedings. In any of these cases, we and
the guarantors may not have sufficient funds to pay all of our
creditors, and holders of the exchange notes may receive less,
ratably, than the holders of senior indebtedness. See
Description of the Exchange NotesRanking.
Our
obligation to make cash payments in respect of our convertible
subordinated debentures could adversely affect our ability to
fulfill our obligations under the exchange notes.
Our convertible subordinated debentures may be redeemed at our
option on or after July 21, 2008. In addition, the
indenture governing the convertible subordinated debentures
provides that a portion of the consideration upon conversion of
the convertible subordinated debentures be paid in cash, and the
indenture governing the exchange notes will permit us to make
those payments subject to certain conditions and limitations. We
will be unable to control timing of any conversion of the
convertible subordinated debentures. As a result of making cash
payments on the convertible subordinated debentures, we may not
have sufficient cash to pay the principal of, or interest on,
the exchange notes. For example, if a significant amount of
convertible subordinated debentures were converted shortly
before a regular interest payment date for the exchange notes
offered hereby, we may not have sufficient cash to make the
interest payment on the exchange notes.
Your
right to receive payments on the exchange notes could be
adversely affected if any of our non-guarantor subsidiaries
declare bankruptcy, liquidate, or reorganize.
Some but not all of our subsidiaries will guarantee the exchange
notes. In the event of a bankruptcy, liquidation or
reorganization of any of our non-guarantor subsidiaries, holders
of their indebtedness and their trade creditors will generally
be entitled to payment of their claims from the assets of those
subsidiaries before any assets are made available for
distribution to us.
As of June 24, 2007, the exchange notes were effectively
junior to approximately $361.6 million of indebtedness and
other liabilities (including trade payables) of our
non-guarantor subsidiaries. Our non-guarantor subsidiaries
generated approximately 50% of our consolidated revenues in the
six-month period ended June 24, 2007 and approximately 40%
of our consolidated revenues in the twelve-month period ended
December 31, 2006. As of June 24, 2007, our
non-guarantor subsidiaries held approximately 66% of our
consolidated assets. See our consolidated financial statements
and accompanying notes included elsewhere in this prospectus.
Federal and state statutes allow courts, under specific
circumstances, to void guarantees and require note holders to
return payments received from guarantors.
Under the federal bankruptcy law and comparable provisions of
state fraudulent transfer laws, a guarantee can be voided, or
claims in respect of a guarantee can be subordinated to all
other debts of that guarantor if, among other things, the
guarantor, at the time it incurred the indebtedness evidenced by
its guarantee:
|
|
|
|
|
received less than reasonably equivalent value or fair
consideration for the incurrence of such guarantee; and
|
|
|
|
was insolvent or rendered insolvent by reason of such
incurrence; or
|
|
|
|
was engaged in a business or transaction for which the
guarantors remaining assets constituted unreasonably small
capital; or
|
|
|
|
intended to incur, or believed that it would incur, debts beyond
its ability to pay such debts as they mature.
|
In addition, any payment by that guarantor pursuant to its
guarantee can be voided and required to be returned to the
guarantor, or to a fund for the benefit of the creditors of the
guarantor.
10
The measures of insolvency for purposes of these fraudulent
transfer laws will vary depending upon the law applied in any
proceeding to determine whether a fraudulent transfer has
occurred. Generally, however, a guarantor would be considered
insolvent if:
|
|
|
|
|
the sum of its debts, including contingent liabilities, was
greater than the fair saleable value of all of its
assets; or
|
|
|
|
if the present fair saleable value of its assets was less than
the amount that would be required to pay its probable liability
on its existing debts, including contingent liabilities, as they
become absolute and mature; or
|
|
|
|
it could not pay its debts as they become due.
|
On the basis of historical financial information, recent
operating history and other factors, we believe that each
guarantor, after giving effect to its guarantee of these
exchange notes, will not be insolvent, will not have
unreasonably small capital for the business in which it is
engaged and will not have incurred debts beyond its ability to
pay such debts as they mature. We cannot assure you, however, as
to what standard a court would apply in making these
determinations or that a court would agree with our conclusions
in this regard.
The
amount that can be collected under the guarantees will be
limited.
Each of the guarantees will be limited to the maximum amount
that can be guaranteed by a particular guarantor without
rendering the guarantee, as it relates to that guarantor,
voidable. See the immediately preceding risk factor above. In
general, the maximum amount that can be guaranteed by a
particular guarantor may be less, including significantly less,
than the principal amount of the exchange notes.
We may
not have the ability to raise the funds necessary to finance the
change of control offer required by the indenture.
Upon the occurrence of certain specific kinds of change of
control events, we will be required to offer to repurchase all
outstanding exchange notes at 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of
repurchase. However, it is possible that we will not have
sufficient funds at the time of the change of control to make
the required repurchase of exchange notes or that restrictions
in our senior secured credit facility will not allow such
repurchases. In addition, certain important corporate events,
such as leveraged recapitalizations, that would increase the
level of our indebtedness, would not constitute a change
of control under the indenture. See Description of
the Exchange NotesRepurchase at the Option of
Holders.
The
exchange notes are not secured by our assets and the lenders
under our senior secured credit facility will be entitled to
remedies available to a secured lender, which gives them
priority over you to collect amounts due to them.
In addition to being subordinated to all of our and the
guarantors existing and future senior debt, the exchange
notes and the guarantees will not be secured by any of our or
their assets. Our obligations under our senior secured credit
facility are secured by, among other things, a first priority
pledge of all the capital stock held by Belden Inc. or a
material domestic subsidiary in our domestic subsidiaries, a
first priority pledge of 65% of the voting stock held by Belden
Inc. or a material domestic subsidiary in our first tier foreign
subsidiaries and a first priority security interest in
substantially all of our and our material domestic
subsidiaries assets other than real property. As of
June 24, 2007, we did not have any senior secured
indebtedness. If we become insolvent or are liquidated, or if
payment under the senior secured credit facility or in respect
of any other secured indebtedness is accelerated, the lenders
under our senior secured credit facility or holders of other
secured indebtedness will be entitled to exercise the remedies
available to a secured lender under applicable law (in addition
to any remedies that may be available under documents pertaining
to our senior secured credit facility or other senior debt).
Upon the occurrence of any event of default under our senior
secured credit facility (and even without accelerating the
indebtedness under our senior secured credit facility), the
lenders may be able to prohibit the payment of the exchange
notes and the guarantees by limiting
11
our ability to access our cash flow or under the subordination
provisions contained in the indenture governing the exchange
notes.
The
assets of our subsidiaries that are not guarantors will be
subject to prior claims by creditors of those
subsidiaries.
The indenture governing the exchange notes will not limit our
ability to invest in restricted subsidiaries that are not
guarantors of the exchange notes. You will not have a claim as a
creditor against our subsidiaries that are not guarantors of the
exchange notes. In addition, our existing and future foreign and
non-material domestic subsidiaries will not guarantee the
exchange notes. Therefore, the assets of our non-guarantor
subsidiaries will be subject to prior claims by creditors of
those subsidiaries, whether secured or unsecured. Unrestricted
subsidiaries under the indenture are also not subject to the
covenants in the indenture. The indenture will permit our
restricted subsidiaries that are not guarantors of the exchange
notes to incur significant debt. See Description of the
Exchange NotesCertain CovenantsIncurrence of
Indebtedness. Our non-guarantor subsidiaries generated
approximately 50% of our consolidated revenues in the six-month
period ended June 24, 2007 and approximately 40% of our
consolidated revenues in the twelve-month period ended
December 31, 2006. As of June 24, 2007, our
non-guarantor subsidiaries held approximately 66% of our
consolidated assets and had approximately $361.6 million of
liabilities that ranked structurally senior to the exchange
notes. See our consolidated financial statements and
accompanying notes included elsewhere in prospectus.
There
is no public market for the exchange notes and we do not know if
a market will ever develop or, if a market does develop, whether
it will be sustained.
The exchange notes are a new issuance of securities and they
have no existing trading market. We do not intend to list the
exchange notes on any national securities exchange or automated
quotation system. Accordingly, an active trading market for the
exchange notes may not develop or be sustained, and the exchange
notes may not have sufficient liquidity to avoid price
volatility and trading disadvantages. The liquidity of any
trading market for the exchange notes will depend upon the
number of holders of the exchange notes, our performance, the
market for similar securities, the interest of securities
dealers in making a market in the exchange notes and other
factors. In addition, the market for non-investment grade debt
historically has been subject to disruptions that have caused
substantial volatility in the prices of securities similar to
the exchange notes. The market for the exchange notes, if any,
may be subject to similar disruptions that could adversely
affect their value and liquidity.
Risks
Related to Retention of the Old Notes
If you
do not exchange your old notes, your old notes will continue to
be subject to the existing transfer restrictions and you may be
unable to sell your old notes.
We will only issue exchange notes in exchange for old notes that
are validly tendered in accordance with the procedures set forth
in this prospectus. Therefore, you should carefully follow the
instructions on how to tender your old notes. See The
Exchange OfferProcedures for Tendering Old Notes. We
did not register the old notes under the Securities Act, nor do
we intend to do so following the exchange offer. If you do not
exchange your old notes in the exchange offer, or if your old
notes are not accepted for exchange, then, after we consummate
the exchange offer, you may continue to hold old notes that are
subject to the existing transfer restrictions and may be
transferred only in limited circumstances under the securities
laws. If you do not exchange your old notes, you will lose your
right to have your old notes registered under the federal
securities laws, except in limited circumstances. As a result,
you will not be able to offer or sell old notes except in
reliance on an exemption from, or in a transaction not subject
to, the Securities Act and applicable state securities laws.
Because we anticipate that most holders of old notes will elect
to exchange their old notes, we expect that the liquidity of the
trading market for any old notes remaining after the completion
of the exchange offer will be substantially reduced. Any old
notes tendered and exchanged in the exchange offer will reduce
the
12
aggregate number of old notes outstanding. Accordingly, the
liquidity of the market for any old notes could be adversely
affected and you may be unable to sell them.
Risks
Related to the Exchange Offer
The
consummation of the exchange offer may not occur.
We are not obligated to complete the exchange offer under
certain circumstances. See Description of the Exchange
OfferConditions to the Exchange Offer. Even if the
exchange offer is completed, it may not be completed on the
schedule described in this prospectus. Accordingly, holders
participating in the exchange offer may have to wait longer than
expected to receive their exchange notes.
You
may be required to deliver prospectuses and comply with other
requirements in connection with any resale of the exchange
notes.
In addition, if you tender your old notes for the purpose of
participating in a distribution of the exchange notes, you will
be required to comply with the registration and prospectus
delivery requirements of the Securities Act in connection with
any resale of the exchange notes. In addition, if you are a
broker-dealer that receives exchange notes for your own account
in exchange for old notes that you acquired as a result of
market-making activities or any other trading activities, you
will be required to acknowledge that you will deliver a
prospectus in connection with any resale of those exchange notes.
This list of risk factors is not exhaustive. Other
considerations besides those mentioned above might cause our
actual results to differ from expectations expressed in any
forward-looking statement.
13
THE
EXCHANGE OFFER
Purpose
of the Exchange Offer
The exchange offer is designed to provide holders of old notes
with an opportunity to acquire exchange notes which, unlike the
old notes, will be freely transferable at all times, subject to
any restrictions on transfer imposed by state blue
sky laws and provided that the holder is not our affiliate
within the meaning of the Securities Act and represents that the
exchange notes are being acquired in the ordinary course of the
holders business and the holder is not engaged in, and
does not intend to engage in, a distribution of the exchange
notes.
The old notes were originally issued and sold on March 16,
2007, the issue date, to the initial purchasers, pursuant to the
purchase agreement dated March 13, 2007. The old notes were
issued and sold in a transaction not registered under the
Securities Act in reliance upon the exemption provided by
Section 4(2) of the Securities Act. The concurrent resale
of the old notes by the initial purchasers to investors was done
in reliance upon the exemptions provided by Rule 144A and
Regulation S promulgated under the Securities Act. The old
notes may not be reoffered, resold or transferred other than
(i) to us or our subsidiaries, (ii) to a qualified
institutional buyer in compliance with Rule 144A
promulgated under the Securities Act, (iii) outside the
United States to a
non-U.S. person
within the meaning of Regulation S under the Securities
Act, (iv) pursuant to the exemption from registration
provided by Rule 144 promulgated under the Securities Act
(if available) or (v) pursuant to an effective registration
statement under the Securities Act.. Pursuant to Rule 144
promulgated under the Securities Act (referred to in
clause (iv) of the preceding sentence), the old notes may
generally be resold (a) commencing one year after the issue
date, in an amount up to, for any three-month period, the
greater of 1% of the old notes then outstanding or the average
weekly trading volume of the old notes during the four calendar
weeks preceding the filing of the required notice of sale with
the SEC and (b) commencing two years after the issue date,
in any amount and otherwise without restriction by a holder who
is not, and has not been for the preceding three months, our
affiliate. Certain other exemptions may also be available under
other provisions of the federal securities laws for the resale
of the old notes.
In connection with the original issuance and sale of the old
notes, we entered into a registration rights agreement, pursuant
to which we agreed to file with the SEC a registration statement
covering the exchange by us of the exchange notes for the old
notes, or the exchange offer. The registration rights agreement
provides that we will file with the SEC an exchange offer
registration statement on an appropriate form under the
Securities Act and offer to holders of old notes who are able to
make certain representations the opportunity to exchange their
old notes for exchange notes.
Under existing interpretations by the Staff of the SEC as set
forth in no-action letters issued to third parties in other
transactions, the exchange notes would, in general, be freely
transferable after the exchange offer without further
registration under the Securities Act; provided, however, that
in the case of broker-dealers participating in the exchange
offer, a prospectus meeting the requirements of the Securities
Act must be delivered by such broker-dealers in connection with
resales of the exchange notes. We have agreed to furnish a
prospectus meeting the requirements of the Securities Act to any
such broker-dealer for use in connection with any resale of any
exchange notes acquired in the exchange offer. A broker-dealer
that delivers such a prospectus to purchasers in connection with
such resales will be subject to certain of the civil liability
provisions under the Securities Act and will be bound by the
provisions of the registration rights agreement (including
certain indemnification rights and obligations).
Each holder of old notes that exchanges such old notes for
exchange notes in the exchange offer will be deemed to have made
certain representations, including representations that
(i) any exchange notes to be received by it will be
acquired in the ordinary course of its business, (ii) it
has no arrangement or understanding with any person to
participate in the distribution (within the meaning of the
Securities Act) of exchange notes and (iii) it is not our
affiliate as defined in Rule 405 under the Securities Act,
or if it is an affiliate, it will comply with the registration
and prospectus delivery requirements of the Securities Act to
the extent applicable.
14
If the holder is not a broker-dealer, it will be required to
represent that it is not engaged in, and does not intend to
engage in, the distribution of exchange notes. If the holder is
a broker-dealer that will receive exchange notes for its own
account in exchange for old notes that were acquired as a result
of market-making activities or other trading activities, it will
be required to acknowledge that it will deliver a prospectus in
connection with any resale of such exchange notes.
Terms of
the Exchange Offer
Upon the terms and subject to the conditions set forth in this
prospectus and in the letter of transmittal, we will accept any
and all old notes validly tendered and not withdrawn prior to
5:00 p.m., New York City time, on the expiration date.
Subject to the minimum denomination requirements of the exchange
notes, the exchange notes are being offered in exchange for a
like principal amount of old notes. Old notes may be exchanged
only in integral multiples of $1,000 principal amount. Holders
may tender all, some or none of their old notes pursuant to the
exchange offer.
The form and terms of the exchange notes will be identical in
all material respects to the form and terms of the old notes
except that (i) the exchange notes will be registered under
the Securities Act and, therefore, will not bear legends
restricting the transfer thereof and (ii) holders of the
exchange notes will not be entitled to certain rights of holders
of old notes under and related to the registration rights
agreement. The exchange notes will evidence the same debt as the
old notes and will be entitled to the benefits of the indenture.
The exchange notes will be treated as a single class under the
indenture with any old notes that remain outstanding. The
exchange offer is not conditioned upon any minimum aggregate
principal amount of old notes being tendered for exchange.
Expiration
Date; Extensions; Termination; Amendments
The exchange offer will expire at 5:00 p.m., New York City
time, on , 2007 (21
business days following the date notice of the exchange offer
was mailed to the holders). We reserve the right to extend the
exchange offer at our discretion, in which event the term
expiration date shall mean the time and date on which the
exchange offer as so extended shall expire. Any such extension
will be communicated to the exchange agent either orally or in
writing and will be followed promptly by a press release or
other permitted means which will be made no later than
9:00 a.m., New York City time, on the business day
immediately following the previously scheduled expiration date.
We reserve the right to extend or terminate the exchange offer
and not accept for exchange any old notes if any of the events
set forth below under Conditions to the
Exchange Offer occur, and are not waived by us, by giving
oral or written notice of such delay or termination to the
exchange agent. See Conditions to the Exchange
Offer.
We also reserve the right to amend the terms of the exchange
offer in any manner, provided, however, that if we amend the
exchange offer in a manner that we determine constitutes a
material or significant change, we will extend the exchange
offer so that it remains open for a period of five to ten
business days after such amendment is communicated to holders,
depending upon the significance of the amendment.
Without limiting the manner in which we may choose to make a
public announcement of any extension, termination or amendment
of the exchange offer, we will comply with applicable securities
laws by disclosing any such amendment by means of a prospectus
supplement that we distribute to holders of the old notes. We
will have no other obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a
timely release through any appropriate news agency.
Procedures
for Tendering Old Notes
Since the old notes are represented by global book-entry notes,
DTC, as depositary, or its nominee is treated as the registered
holder of the old notes and will be the only entity that can
tender your old notes for exchange notes. Therefore, to tender
old notes subject to this exchange offer and to obtain exchange
notes,
15
you must instruct the institution where you keep your old notes
to tender your old notes on your behalf so that they are
received prior to the expiration of this exchange offer.
The blue-colored letter of transmittal that may accompany this
prospectus may be used by you to give such instructions. YOU
SHOULD CONSULT YOUR ACCOUNT REPRESENTATIVE AT THE BROKER OR BANK
WHERE YOU KEEP YOUR OLD NOTES TO DETERMINE THE PREFERRED
PROCEDURE.
IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT
YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD
NOTES TO BE TENDERED BEFORE THE 5:00 P.M. (NEW YORK
CITY TIME) DEADLINE
ON ,
2007.
You may tender all, some or none of your old notes in this
exchange offer. However, your old notes may be tendered only in
integral multiples of $1,000.
When you tender your old notes and we accept them, the tender
will be a binding agreement between you and us in accordance
with the terms and conditions in this prospectus.
We will decide all questions about the validity, form,
eligibility, acceptance and withdrawal of tendered old notes,
and our reasonable determination will be final and binding on
you. We reserve the absolute right to:
(1) reject any and all tenders of any particular old note
not properly tendered;
(2) refuse to accept any old note if, in our judgment or
the judgment of our counsel, the acceptance would be
unlawful; and
(3) waive any defects or irregularities or conditions to
the exchange offer as to any particular old notes before the
expiration of the exchange offer.
Our reasonable interpretation of the terms and conditions of the
exchange offer will be final and binding on all parties. You
must cure any defects or irregularities in connection with
tenders of old notes as we will determine. Neither we, the
exchange agent nor any other person will incur any liability for
failure to notify you of any defect or irregularity with respect
to your tender of old notes. If we waive any terms or conditions
pursuant to (3) above with respect to a note holder, we
will extend the same waiver to all note holders with respect to
that term or condition being waived.
Deemed
Representations
To participate in the exchange offer, we require that you
represent to us that:
(i) you or any other person acquiring exchange notes in
exchange for your old notes in the exchange offer is acquiring
them in the ordinary course of business;
(ii) neither you nor any other person acquiring exchange
notes in exchange for your old notes in the exchange offer is
engaging in or intends to engage in a distribution of the
exchange notes within the meaning of the federal securities laws;
(iii) neither you nor any other person acquiring exchange
notes in exchange for your old notes has an arrangement or
understanding with any person to participate in the distribution
of exchange notes issued in the exchange offer;
(iv) neither you nor any other person acquiring exchange
notes in exchange for your old notes is our
affiliate as defined under Rule 405 of the
Securities Act; and
(v) if you or another person acquiring exchange notes in
exchange for your old notes is a broker-dealer and you acquired
the old notes as a result of market-making activities or other
trading activities, you acknowledge that you will deliver a
prospectus meeting the requirements of the Securities Act in
connection with any resale of the exchange notes.
BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE
THESE REPRESENTATIONS.
16
Broker-dealers who cannot make the representations in item
(v) of the paragraph above cannot use this exchange offer
prospectus in connection with resales of the exchange notes
issued in the exchange offer.
If you are our affiliate, as defined under
Rule 405 of the Securities Act, if you are a broker-dealer
who acquired your old notes in the initial offering and not as a
result of market-making or trading activities, or if you are
engaged in or intend to engage in or have an arrangement or
understanding with any person to participate in a distribution
of exchange notes acquired in the exchange offer, you or that
person:
(i) may not rely on the applicable interpretations of the
Staff of the SEC and therefore may not participate in the
exchange offer; and
(ii) must comply with the registration and prospectus
delivery requirements of the Securities Act or an exemption
therefrom when reselling the old notes.
Procedures
for Brokers and Custodian Banks; DTC ATOP Account
In order to accept this exchange offer on behalf of a holder of
old notes you must submit or cause your DTC participant to
submit an Agents Message as described below.
The exchange agent, on our behalf, will seek to establish an
Automated Tender Offer Program, or ATOP, account with respect to
the old notes at DTC promptly after the delivery of this
prospectus. Any financial institution that is a DTC participant,
including your broker or bank, may make book-entry tender of old
notes by causing the book-entry transfer of such old notes into
our ATOP account in accordance with DTCs procedures for
such transfers. Concurrently with the delivery of old notes, an
Agents Message in connection with such book-entry transfer
must be transmitted by DTC to, and received by, the exchange
agent prior to 5:00 p.m., New York City time, on the
expiration date. The confirmation of a book-entry transfer into
the ATOP account as described above is referred to herein as a
Book-Entry Confirmation.
The term Agents Message means a message
transmitted by the DTC participants to DTC, and thereafter
transmitted by DTC to the exchange agent, forming a part of the
Book-Entry Confirmation which states that DTC has received an
express acknowledgment from the participant in DTC described in
such Agents Message stating that such participant and
beneficial holder agree to be bound by the terms of this
exchange offer.
Each Agents Message must include the following information:
(i) Name of the beneficial owner tendering such old notes;
(ii) Account number of the beneficial owner tendering such
old notes;
(iii) Principal amount of old notes tendered by such
beneficial owner; and
(iv) A confirmation that the beneficial holder of the old
notes tendered has made the representations for the benefit of
us set forth under Deemed Representations
above.
BY SENDING AN AGENTS MESSAGE THE DTC PARTICIPANT IS
DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM OLD
NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF
THIS PROSPECTUS.
The delivery of old notes through DTC, and any transmission of
an Agents Message through ATOP, is at the election and
risk of the person tendering old notes. We will ask the exchange
agent to instruct DTC to return those old notes, if any, that
were tendered through ATOP but were not accepted by us, to the
DTC participant that tendered such old notes on behalf of
holders of the old notes.
Acceptance
of Old Notes for Exchange; Delivery of Exchange Notes
We will accept validly tendered old notes when the conditions to
the exchange offer have been satisfied or we have waived them.
We will have accepted your validly tendered old notes when we
have given oral or written notice to the exchange agent. The
exchange agent will act as agent for the tendering holders for
the purpose of receiving the exchange notes from us. If we do
not accept any old notes tendered for exchange by
17
book-entry transfer because of an invalid tender or other valid
reason, we will credit the old notes to an account maintained
with DTC promptly after the exchange offer terminates or expires.
THE AGENTS MESSAGE MUST BE TRANSMITTED TO THE EXCHANGE
AGENT BEFORE 5:00 PM, NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
Withdrawal
Rights
You may withdraw your tender of old notes at any time before
5:00 p.m., New York City time, on the expiration date.
For a withdrawal to be effective, you should contact your bank
or broker where your old notes are held and have them send an
ATOP notice of withdrawal so that it is received by the exchange
agent before 5:00 p.m., New York City time, on the
expiration date. Such notice of withdrawal must:
(1) specify the name of the person that tendered the old
notes to be withdrawn;
(2) identify the old notes to be withdrawn, including the
CUSIP number and principal amount at maturity of the old
notes; and
(3) specify the name and number of an account at DTC to
which your withdrawn old notes can be credited.
We will decide all questions as to the validity, form and
eligibility (including time of receipt) of the notices and our
reasonable determination will be final and binding on all
parties. Any tendered old notes that you withdraw will not be
considered to have been validly tendered. We will return any old
notes that have been tendered but not exchanged, or credit them
to the DTC account, promptly after withdrawal, rejection of
tender, or termination of the exchange offer. You may re-tender
properly withdrawn old notes by following one of the procedures
described above prior to the expiration date.
Conditions
to the Exchange Offer
Notwithstanding any other provisions of the exchange offer, or
any extension of the exchange offer, we will not be required to
accept for exchange, or to issue exchange notes in exchange for,
any old notes and may terminate the exchange offer (whether or
not any old notes have been accepted for exchange) or amend the
exchange offer, if any of the following conditions has occurred
or exists or has not been satisfied, or has not been waived by
us in our sole reasonable discretion, prior to the expiration
date:
|
|
|
|
|
there is threatened, instituted or pending any action or
proceeding before, or any injunction, order or decree issued by,
any court or governmental agency or other governmental
regulatory or administrative agency or commission:
|
(1) seeking to restrain or prohibit the making or
completion of the exchange offer or any other transaction
contemplated by the exchange offer, or assessing or seeking any
damages as a result of this transaction; or
(2) resulting in a material delay in our ability to accept
for exchange or exchange some or all of the old notes in the
exchange offer; or
(3) any statute, rule, regulation, order or injunction has
been sought, proposed, introduced, enacted, promulgated or
deemed applicable to the exchange offer or any of the
transactions contemplated by the exchange offer by any
governmental authority, domestic or foreign; or
|
|
|
|
|
any action has been taken, proposed or threatened, by any
governmental authority, domestic or foreign, that, in our sole
reasonable judgment, would directly or indirectly result in any
of the consequences referred to in clauses (1), (2) or
(3) above or, in our sole reasonable judgment, would result
in the holders of exchange notes having obligations with respect
to resales and transfers of exchange notes which are greater
than those described in the interpretation of the SEC referred
to above, or would otherwise make it inadvisable to proceed with
the exchange offer; or
|
18
|
|
|
|
|
the following has occurred:
|
(1) any general suspension of or general limitation on
prices for, or trading in, securities on any national securities
exchange or in the over-the-counter market; or
(2) any limitation by a governmental authority which
adversely affects our ability to complete the transactions
contemplated by the exchange offer; or
(3) a declaration of a banking moratorium or any suspension
of payments in respect of banks in the United States or any
limitation by any governmental agency or authority which
adversely affects the extension of credit; or
(4) a commencement of a war, armed hostilities or other
similar international calamity directly or indirectly involving
the United States, or, in the case of any of the preceding
events existing at the time of the commencement of the exchange
offer, a material acceleration or worsening of these
calamities; or
|
|
|
|
|
any change, or any development involving a prospective change,
has occurred or been threatened in our business, financial
condition, operations or prospects and those of our subsidiaries
taken as a whole that is or may be adverse to us, or we have
become aware of facts that have or may have an adverse impact on
the value of the old notes or the exchange notes, which in our
sole reasonable judgment in any case makes it inadvisable to
proceed with the exchange offer
and/or with
such acceptance for exchange or with such exchange; or
|
|
|
|
there shall occur a change in the current interpretation by the
Staff of the SEC which permits the exchange notes issued
pursuant to the exchange offer in exchange for old notes to be
offered for resale, resold and otherwise transferred by holders
thereof (other than broker-dealers and any such holder which is
our affiliate within the meaning of Rule 405 promulgated
under the Securities Act) without compliance with the
registration and prospectus delivery provisions of the
Securities Act, provided that such exchange notes are acquired
in the ordinary course of such holders business and such
holders have no arrangement or understanding with any person to
participate in the distribution of such exchange notes; or
|
|
|
|
any law, statute, rule or regulation shall have been adopted or
enacted which, in our reasonable judgment, would impair our
ability to proceed with the exchange offer; or
|
|
|
|
a stop order shall have been issued by the SEC or any state
securities authority suspending the effectiveness of the
registration statement, or proceedings shall have been initiated
or, to our knowledge, threatened for that purpose, or any
governmental approval has not been obtained, which approval we
shall, in our sole reasonable discretion, deem necessary for the
consummation of the exchange offer as contemplated
hereby; or
|
|
|
|
we have received an opinion of counsel experienced in such
matters to the effect that there exists any actual or threatened
legal impediment (including a default or prospective default
under an agreement, indenture or other instrument or obligation
to which we are a party or by which we are bound) to the
consummation of the transactions contemplated by the exchange
offer.
|
If we determine in our sole reasonable discretion that any of
the foregoing events or conditions has occurred or exists or has
not been satisfied, we may, subject to applicable law, terminate
the exchange offer (whether or not any old notes have been
accepted for exchange) or may waive any such condition or
otherwise amend the terms of the exchange offer in any respect.
If such waiver or amendment constitutes a material change to the
exchange offer, we will promptly disclose such waiver or
amendment by means of a prospectus supplement that will be
distributed to the registered holders of the old notes and will
extend the exchange offer to the extent required by
Rule 14e-1
promulgated under the Exchange Act.
These conditions are for our sole benefit and we may assert them
regardless of the circumstances giving rise to any of these
conditions, or we may waive them, in whole or in part, in our
sole reasonable discretion, provided that we will not waive any
condition with respect to an individual holder of old notes
unless we
19
waive that condition for all such holders. Any reasonable
determination made by us concerning an event, development or
circumstance described or referred to above will be final and
binding on all parties.
Exchange
Agent
We have appointed U.S. Bank National Association as the
exchange agent for the exchange offer. You should direct
questions, requests for assistance and requests for additional
copies of this prospectus or of the blue-colored letter of
transmittal to the exchange agent at U.S. Bank, Corporate
Trust Services, 60 Livingston Avenue, EP-MN-WS3C, St. Paul,
Minnesota 55107, telephone:
(651) 495-3460,
facsimile:
(651) 495-8145.
Fees and
Expenses
We have not retained any dealer-manager or similar agent in
connection with the exchange offer. We will not make any payment
to brokers, dealers or others for soliciting acceptances of the
exchange offer. However, we will pay the reasonable and
customary fees and reasonable out-of-pocket expenses to the
exchange agent in connection therewith. We will also pay the
cash expenses to be incurred in connection with the exchange
offer, including accounting, legal, printing, and related fees
and expenses.
Accounting
Treatment
The exchange notes will be recorded at the same carrying value
as the old notes, as reflected in our accounting records on the
date of exchange. Accordingly, we will recognize no gain or loss
for accounting purposes upon the closing of the exchange offer.
The expenses of the exchange offer will be expensed as incurred.
Consequences
of Failure to Exchange
Upon consummation of the exchange offer, certain rights under
and related to the registration rights agreement, including
registration rights and the right to receive the contingent
increases in the interest rate, will terminate. The old notes
that are not exchanged for exchange notes pursuant to the
exchange offer will remain restricted securities within the
meaning of Rule 144 promulgated under the Securities Act.
Accordingly, such old notes may be resold only (i) to us or
our subsidiaries, (ii) to a qualified institutional buyer
in compliance with Rule 144A promulgated under the
Securities Act, (iii) outside the United States to a
non-U.S. person
within the meaning of Regulation S under the Securities
Act, (iv) pursuant to the exemption from registration
provided by Rule 144 promulgated under the Securities Act
(if available) or (v) pursuant to an effective registration
statement under the Securities Act. The liquidity of the old
notes could be adversely affected by the exchange offer.
20
DESCRIPTION
OF THE EXCHANGE NOTES
General
In this description, references to the Notes are to
the exchange notes, unless the context otherwise requires. We
issued the old notes and will issue the exchange notes pursuant
to an Indenture (the Indenture), dated as of
March 16, 2007, among the Company, the Guarantors and
U.S. Bank National Association, as trustee (the
Trustee). The form and terms of the old notes and
the exchange notes are identical in all material respects except
that the exchange notes will have been registered under the
Securities Act. See The Exchange OfferPurpose of the
Exchange Offer and The Exchange OfferTerms of
the Exchange Offer. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (the
Trust Indenture Act). The Notes are subject to
all such terms, and holders (the Holders) of the
Notes are referred to the Indenture and the Trust Indenture
Act for a statement thereof. The following summary of the
material provisions of the Indenture does not purport to be
complete and is qualified in its entirety by reference to the
Indenture, including the definitions therein of certain terms
used below. We urge you to read the Indenture because it, and
not this description, defines your rights as Holders. The
definitions of certain terms used in the following summary are
set forth below under Certain Definitions. For
purposes of this summary, (i) the term Company
refers only to Belden Inc. and not to any of its subsidiaries
and (ii) the terms we, our and
us refer to the Company and its consolidated
Subsidiaries.
Brief
Description of the Notes
The Notes will be:
|
|
|
|
|
general unsecured obligations of the Company;
|
|
|
|
subordinated in right of payment to the prior repayment in full
in cash of all existing and future Senior Debt; and
|
|
|
|
pari passu in right of payment with all existing and
future senior subordinated Indebtedness of the Company.
|
As of June 24, 2007, we had no senior debt outstanding, and
we had available to borrow $225.0 million under our secured
credit facility, subject to $7.2 million of outstanding
letters of credit. The Indenture permits the incurrence of
substantial additional indebtedness by the Company and its
subsidiaries, under the Credit Agreement or otherwise, in the
future. See Risk FactorsDespite current indebtedness
levels, we and our subsidiaries may still be able to incur
substantially more debt. This could further exacerbate the risks
associated with our substantial indebtedness.
Guarantees
The Notes will be guaranteed by each existing and future
Restricted Subsidiary of the Company that guarantees the Credit
Agreement. The Guarantors will jointly and severally guarantee
on a senior subordinated basis the Companys obligations
under the Indenture and Notes. Each Note Guarantee will rank as
a general unsecured senior subordinated obligation of such
Guarantor. The obligations of each Guarantor under its Note
Guarantee will be limited as necessary to prevent the Note
Guarantee from constituting a fraudulent conveyance or
fraudulent transfer under applicable law. Each Note Guarantee
will be:
|
|
|
|
|
a general unsecured obligation of the applicable Guarantor;
|
|
|
|
subordinated in right of payment to the prior repayment in full
in cash of all existing and future Senior Debt of such
Guarantor; and
|
|
|
|
pari passu in right of payment with all existing and
future senior subordinated Indebtedness of such Guarantor.
|
21
Each Guarantor may consolidate with or merge into or sell its
assets to the Company or another Guarantor that is a Restricted
Subsidiary of the Company without limitation, or with other
Persons upon the terms and conditions set forth in the
Indenture. See Certain CovenantsMerger,
Consolidation, or Sale of Assets. A Guarantor will be
released from its Note Guarantee without any action required on
the part of the Trustee or any Holder:
(1) if all or substantially all of the assets of such
Guarantor are sold or otherwise disposed of (including by way of
merger or consolidation) to a Person that is not (either before
or after giving effect to such transaction) the Company or any
of its Restricted Subsidiaries and we otherwise comply, to the
extent applicable, with the covenant described below under the
caption Certain CovenantsLimitation on Asset
Sales; or
(2) if we designate such Guarantor as an Unrestricted
Subsidiary in accordance with the covenant described below under
the caption Certain CovenantsRestricted
Payments; or
(3) if we consummate a transaction not prohibited by the
Indenture following which such Guarantor is no longer a
Restricted Subsidiary; or
(4) if such Guarantor no longer guarantees the Credit
Agreement, unless such Guarantor is released or discharged from
such guarantee as a result of making a payment thereon; or
(5) if we exercise our legal defeasance option or our
covenant defeasance option as described below under the caption
Legal Defeasance and Covenant Defeasance.
At our request and expense, the Trustee will execute and deliver
any instrument evidencing such release. A Guarantor may also be
released from its obligations under its Note Guarantee in
connection with a permitted amendment. See
Amendment, Supplement and Waiver.
As of the date of the Indenture, all of the Companys
Subsidiaries were Restricted Subsidiaries. Under
certain circumstances, the Company will be able to designate
future subsidiaries as Unrestricted Subsidiaries. Unrestricted
Subsidiaries are not subject to many of the restrictive
covenants set forth in the Indenture and do not guarantee the
Notes.
The Companys Unrestricted Subsidiaries and Foreign
Subsidiaries, and the Companys Restricted Subsidiaries
that do not guarantee obligations under Credit Agreement, will
not guarantee the Notes. Claims of creditors of non-guarantor
Subsidiaries, including trade creditors, secured creditors and
creditors holding debt and guarantees issued by those
Subsidiaries, and claims of preferred stockholders (if any) of
those subsidiaries generally will have priority with respect to
the assets and earnings of those subsidiaries over the claims of
creditors of the Company, including Holders of the Notes. See
Risk FactorsThe assets of our subsidiaries that are
not guarantors will be subject to prior claims by creditors of
those subsidiaries.
Principal,
Maturity and Interest
An aggregate principal amount of Notes up to $350.0 million
is being offered in this exchange offer. The Notes will mature
on March 15, 2017. Interest on the Notes will accrue at the
rate of 7% per annum and will be payable semi-annually in
arrears on March 15 and September 15, commencing on
September 15, 2007, to Holders of record on the immediately
preceding March 1 and September 1. An unlimited amount of
additional Notes may be issued from time to time after the Issue
Date, subject to the provisions of the Indenture described below
under the caption Certain CovenantsIncurrence
of Indebtedness. The Notes and any additional Notes
subsequently issued under the Indenture will be treated as a
single class for all purposes under the Indenture, including,
without limitation, waivers, amendments, redemptions and offers
to purchase. Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest
has been paid, from the date of original issuance. Interest will
be computed on the basis of a
360-day year
comprised of twelve
30-day
months. Principal, premium, if any, and interest on the Notes
will be payable at the office or agency of the Company
maintained for such purpose within the City and State of New
York or, at the option of the Company, payment of interest may
be made by check mailed to the Holders of the Notes at their
respective addresses set forth in the register of Holders of
Notes; provided that all payments of principal,
22
premium, if any, and interest with respect to Notes the Holders
of which have given wire transfer instructions to the Company
will be required to be made by wire transfer of immediately
available funds to the accounts specified by the Holders hereof.
Until otherwise designated by the Company, the Companys
office or agency in New York will be the office of the Trustee
maintained for such purpose. The Notes are issued in
denominations of $1,000 and integral multiples thereof.
Subordination
The payment of principal, interest and premium on the Notes will
be subordinated to the prior payment in full in cash of all
Senior Debt, including Senior Debt incurred after the date of
the Indenture.
The holders of Senior Debt will be entitled to receive payment
in full in cash of all Obligations due in respect of Senior Debt
(including interest after the commencement of any bankruptcy
proceeding at the rate specified in the applicable Senior Debt,
whether or not such interest is allowed in such proceeding)
before the holders of Notes will be entitled to receive any
payment with respect to the Notes (except that holders of Notes
may receive and retain Permitted Junior Securities and payments
made from either of the trusts described under Legal
Defeasance and Covenant Defeasance and
Satisfaction and Discharge), in the event of
any distribution to creditors of the Company or any of the
Guarantors:
(1) in a liquidation or dissolution of the Company or any
of the Guarantors;
(2) in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or
any of the Guarantors or their respective property;
(3) in an assignment for the benefit of creditors of the
Company or any of the Guarantors; or
(4) in any marshaling of the Companys or any of the
Guarantors assets and liabilities.
Neither the Company nor or any Guarantor also may make any
payment in respect of the Notes (except in Permitted Junior
Securities or from the trusts described under Legal
Defeasance and Covenant Defeasance and
Satisfaction and Discharge) if:
(1) a payment default on any Senior Debt occurs and is
continuing beyond any applicable grace period; or
(2) any other default occurs and is continuing on any
series of Designated Senior Debt that permits holders of that
series of Designated Senior Debt to accelerate its maturity and
the Trustee receives a notice of such default (a Payment
Blockage Notice) from (a) with respect to Designated
Senior Debt arising under the Credit Agreement, the
administrative agent thereunder, or (b) with respect to any
other Designated Senior Debt, the Representative of such
Designated Senior Debt.
Payments on the Notes may and will be resumed:
(1) in the case of a payment default, upon the date on
which such default is cured or waived; and
(2) in the case of a nonpayment default, upon the earlier
of (x) the date on which such nonpayment default is cured
or waived or, (y) 179 days after the date on which the
applicable Payment Blockage Notice is received and (z) the
date the Trustee receives notice from the Representative for
such Designated Senior Debt rescinding the Payment Blockage
Notice, unless the maturity of any Designated Senior Debt has
been accelerated.
No new Payment Blockage Notice may be delivered unless and until
360 days have elapsed since the delivery of the immediately
prior Payment Blockage Notice irrespective of the number of
defaults with respect to Designated Senior Debt during such
period.
No nonpayment default that existed or was continuing on the date
of delivery of any Payment Blockage Notice to the trustee will
be, or be made, the basis for a subsequent Payment Blockage
Notice unless such default has been cured or waived for a period
of not less than 90 days.
23
If the Trustee or any Holder of the Notes receives a payment in
respect of the Notes (except in Permitted Junior Securities or
from the trusts described under Legal Defeasance and
Covenant Defeasance and Satisfaction and
Discharge) when:
(1) the payment is prohibited by these subordination
provisions; and
(2) the trustee or the holder has actual knowledge that the
payment is prohibited,
the trustee or the holder, as the case may be, will hold the
payment in trust for the benefit of the holders of Senior Debt.
Upon the proper written request of the holders of Senior Debt,
the Trustee or the Holder, as the case may be, will deliver the
amounts in trust to the holders of Senior Debt or their proper
representative.
The Company must promptly notify holders of Senior Debt if
payment on the Notes is accelerated because of an Event of
Default.
As a result of the subordination provisions described above, in
the event of a bankruptcy, liquidation or reorganization of the
Company or any Guarantor, Holders of Notes may recover less
ratably than creditors of the Company or any of the Guarantors
who are holders of Senior Debt. As a result of the obligation to
deliver amounts received in trust to holders of Senior Debt,
Holders of Notes may recover less ratably than trade creditors
of the Company or any of the Guarantors. See Risk
Factors Your right to receive payments on the
exchange notes and the guarantees will be junior to the rights
of lenders under our senior secured credit facility and to all
of our and the guarantors other senior indebtedness,
including any of our or the guarantors future senior
debt.
Optional
Redemption
The Notes will be redeemable, in whole or in part on any one or
more occasions, at the option of the Company, at any time prior
to March 15, 2012, upon not less than 30 nor more than
60 days notice, at a redemption price equal to 100%
of the principal amount of the Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest to but
excluding, the redemption date, subject to the right of Holders
of record on the relevant record date to receive interest due on
the relevant interest payment date.
The Notes will be redeemable, in whole or in part on any one or
more occasions, at the option of the Company, on or after
March 15, 2012, upon not less than 30 nor more than
60 days notice, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued
and unpaid interest thereon to the applicable redemption date,
if redeemed during the twelve-month period beginning on March 15
of the years indicated below:
|
|
|
|
|
Year
|
|
Percentage
|
|
|
2012
|
|
|
103.500
|
%
|
2013
|
|
|
102.333
|
%
|
2014
|
|
|
101.167
|
%
|
2015 and thereafter
|
|
|
100.000
|
%
|
Notwithstanding the foregoing, at any time on or prior to
March 15, 2010, the Company may on any one or more
occasions redeem Notes with the net cash proceeds of one or more
Equity Offerings, at 107% of the principal amount thereof, plus
accrued and unpaid interest thereon to the redemption date,
provided that at least 65% of the principal amount of
Notes originally issued remains outstanding immediately
following such redemption (excluding Notes held by the Company
or any of its Subsidiaries); and provided, further, that
such redemption shall occur within 90 days of the date of
the closing of any such Equity Offering. Equity
Offering means any public offering of Qualified Capital
Interests of the Company, other than any offering any public
offerings registered on
Form S-8.
Selection
and Notice
If less than all of the Notes are to be redeemed at any time,
selection of Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national
securities exchange, if any,
24
on which the Notes are listed, or, if the Notes are not so
listed, on a pro rata basis, by lot or by such method as the
Trustee shall deem fair and appropriate; provided that no
Notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but
not more than 60 days before the redemption date to each
Holder of Notes to be redeemed at its registered address. If any
Note is to be redeemed in part only, the notice of redemption
that relates to such Note shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal
amount equal to the unredeemed portion thereof will be issued in
the name of the Holder thereof upon cancellation of the original
Note. Notes called for redemption become due on the date fixed
for redemption. On and after the redemption date, interest
ceases to accrue on Notes or portions of them called for
redemption.
Mandatory
Redemption
The Company is not required to make mandatory redemption or
sinking fund payments with respect to the Notes.
Repurchase
at the Option of Holders
Change of
Control
Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Company to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of
such Holders Notes pursuant to the offer described below
(the Change of Control Offer) at an offer price in
cash equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest thereon to the date of purchase
(the Change of Control Payment). Within 30 days
following any Change of Control, the Company will mail a notice
to each Holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase
Notes on the date specified in such notice, which date shall be
no earlier than 30 days and no later than 60 days from
the date such notice is mailed (the Change of Control
Payment Date), pursuant to the procedures required by the
Indenture and described in such notice. The Company will comply
with the requirements of
Rule 14e-1
under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations
are applicable in connection with the repurchase of the Notes as
a result of a Change of Control. To the extent that the
provisions of any securities laws or regulations conflict with
the Change of Control provisions of the Indenture, the Company
will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under
the Change of Control provisions of the Indenture by virtue of
such compliance.
On the Change of Control Payment Date, the Company will, to the
extent lawful, (1) accept for payment all Notes or portions
thereof properly tendered pursuant to the Change of Control
Offer, (2) deposit with the Paying Agent an amount equal to
the Change of Control Payment in respect of all Notes or
portions thereof so tendered and (3) deliver or cause to be
delivered to the Trustee the Notes so accepted together with an
Officers Certificate stating the aggregate principal
amount of Notes or portions thereof being purchased by the
Company. The Paying Agent will promptly mail to each Holder of
Notes so tendered the Change of Control Payment for such Notes,
and the Trustee will promptly authenticate and mail (or cause to
be transferred by book entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note
will be in a principal amount of $1,000 or an integral multiple
thereof. The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.
The Credit Agreement prohibits the Company from purchasing
Notes, and also provides that the occurrence of certain change
of control events would constitute a default. Prior to complying
with any of the provisions of this Change of Control
covenant under the Indenture governing the Notes, but in any
event within 90 days following a Change of Control, to the
extent required to permit the Company to comply with this
covenant, the Company will either repay all outstanding
Indebtedness under the Credit Agreement or other Indebtedness
ranking senior to or pari passu with the Notes or obtain
the requisite consents, if any, under all agreements governing
such outstanding Indebtedness.
25
If a Change of Control Offer is made, there can be no assurance
that the Company will have available funds sufficient to make
the Change of Control payment for all the Notes that might be
delivered by Holders seeking to accept the Change of Control
Offer. The Credit Agreement contains, and any future agreements
relating to other indebtedness to which the Company becomes a
party may contain, restrictions or prohibitions on the
Companys ability to repurchase Notes or may provide that
an occurrence of a Change of Control constitutes an event of
default under, or otherwise requires payments of amounts
borrowed under, those agreements. If a Change of Control occurs
at a time when the Company is prohibited from repurchasing the
Notes, the Company could seek the consent of its then lenders to
repurchase the Notes or could attempt to repay or refinance the
Indebtedness containing such prohibitions. If the Company does
not obtain such consent or repay the applicable Indebtedness, it
would remain prohibited from repurchasing the Notes. In that
case, failure to repurchase tendered Notes would constitute an
Event of Default under the Indenture and may constitute a
default under the terms of the Credit Agreement or other
Indebtedness that the Company may enter into from time to time.
Neither the Board of Directors of the Company nor the Trustee,
without the consent of the Holders affected thereby, may waive
the covenant relating to a Holders right to require a
repurchase of Notes upon a Change of Control. Restrictions in
the Indenture described herein on the ability of the Company and
its Restricted Subsidiaries to incur additional Indebtedness, to
grant liens on their property, to make Restricted Payments and
to make Asset Sales may also make more difficult or discourage a
takeover of the Company, whether favored or opposed by the
management of the Company. Consummation of any such transaction
in certain circumstances may require redemption or repurchase of
the Notes, and there can be no assurance that the Company or the
acquiring party will have sufficient financial resources to
effect such redemption or repurchase. Such restrictions and the
restrictions on transactions with Affiliates may, in certain
circumstances, make more difficult or discourage any leveraged
buyout of the Company or any of its Subsidiaries by the
management of the Company. While such restrictions cover a wide
variety of arrangements that have traditionally been used to
effect highly leveraged transactions, the Indenture may not
afford the Holders of Notes protection in all circumstances from
the adverse aspects of a highly leveraged transaction,
reorganization, restructuring, merger or similar transaction.
The Company will not be required to make a Change of Control
Offer upon a Change of Control if (1) a third party makes
the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in the
Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer, (2) notice of
redemption has been given pursuant to the Indenture as described
above under the caption Optional
Redemption in respect of all Notes then outstanding unless
and until there is a default in payment of the applicable
redemption price, or (3) if, in connection with or in
contemplation of any Change of Control, it or a third party has
made an offer to purchase (an Alternate Offer) any
and all Notes validly tendered at a cash price equal to or
higher than the Change of Control Payment and has purchased all
Notes properly tendered and not withdrawn in accordance with the
terms of such Alternate Offer. A Change of Control Offer may be
made in advance of a Change of Control, conditional upon such
Change of Control, if a definitive agreement is in place for the
Change of Control at the time of making the Change of Control
Offer. Notes repurchased pursuant to a Change of Control Offer
will be retired and cancelled.
Change of Control means the occurrence of any of the
following:
(i) any sale, lease, transfer, conveyance or other
disposition (other than a Lien permitted by the Indenture or by
way of consolidation or merger), in one transaction or a series
of related transactions, of all or substantially all of the
assets of the Company and its Restricted Subsidiaries, taken as
a whole, to any Person or group of related Persons for purposes
of Section 13(d) of the Exchange Act (a Group),
together with any Affiliates thereof (whether or not otherwise
in compliance with the provisions of the Indenture);
(ii) the approval by the holders of Capital Interests of
the Company of any plan or proposal for the liquidation or
dissolution of the Company (whether or not otherwise in
compliance with the provisions of the Indenture);
26
(iii) The Company becomes aware (whether by any report or
any other filing pursuant to Section 13(d) of the Exchange
Act, proxy, vote, written notice or otherwise) that any Person
or Group shall become the owner, directly or indirectly,
beneficially or of record, of shares representing 50% or more of
the aggregate ordinary voting power represented by the issued
and outstanding Capital Interests of the Company; or
(iv) the replacement over a two-year period of a majority
of the Board of Directors of the Company who constituted the
Board of Directors of the Company, at the beginning of such
period, and each such replacement shall not have been approved
by a vote of at least a majority of the Continuing Directors.
The definition of Change of Control includes a
phrase relating to the sale, lease, transfer, conveyance or
other disposition of all or substantially all of the
assets of the Company and its Restricted Subsidiaries taken as a
whole. Although there is a developing body of case law
interpreting the phrase substantially all, there is
no precise established definition of the phrase under applicable
law. Accordingly, the ability of a Holder of Notes to require
the Company to repurchase such Notes as a result of a sale,
lease, transfer, conveyance or other disposition of less than
all of the assets of the Company and its Subsidiaries taken as a
whole to another Person or group may be uncertain.
Board of Directors means (i) with respect to a
corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such
board, (ii) with respect to a partnership, the Board of
Directors of the general partner of the partnership,
(iii) with respect to a limited liability company, the
managing member or members or any controlling committee or board
of directors of the sole member or of the managing member
thereof and (iv) with respect to any other person, the
board or committee of such Person serving a similar function.
Continuing Directors means, as of any date of
determination, any member of the Board of Directors of the
Company who (i) was a member of such Board of Directors on
the date of the Indenture or (ii) was nominated for
election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of
such Board of Directors at the time of such nomination or
election.
Asset
Sales
The Indenture provides that the Company will not, and will not
permit any of its Restricted Subsidiaries to, consummate an
Asset Sale unless:
(i) the Company (or the Restricted Subsidiary, as the case
may be) receives consideration at the time of such Asset Sale at
least equal to the fair market value (as determined in good
faith by the Board of Directors (or, in the event of Asset Sales
for consideration of less than $5.0 million, by the chief
financial officer of the Company) set forth in an Officers
Certificate delivered to the Trustee) of the assets or Equity
Interests issued or sold or otherwise disposed of (such fair
market value to be determined on the date of contractually
agreeing to such Asset Sale); and
(ii) at least 75% of the consideration therefor received by
the Company or such Restricted Subsidiary is in the form of
cash, Cash Equivalents or a combination thereof; provided
that the amount of:
(A) any liabilities (as shown on the Companys or such
Restricted Subsidiarys most recent balance sheet or in the
footnotes thereto) of the Company or such Restricted Subsidiary,
other than liabilities that are by their terms subordinated to
the Notes, that are assumed by the transferee of any such assets
and for which the Company and all of its Restricted Subsidiaries
have been validly released by all creditors in writing, and
(B) securities or other obligations received by the Company
or such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash
(to the extent of cash received) within 180 days following
the closing of such Asset Sale,
shall be deemed to be cash or Cash Equivalents for purposes of
this provision and for no other purpose.
27
Within 365 days after the receipt of any Net Proceeds from
an Asset Sale, the Company or any of its Restricted Subsidiaries
may apply such Net Proceeds:
(a) to repay Senior Debt and, in the case of any such
repayment under any revolving credit facility, permanently
reduce commitments thereunder;
(b) to acquire a majority of the assets of, or a majority
of the voting Capital Interests of, another Person (or division
or business unit thereof);
(c) to make capital expenditures or to acquire other
tangible long-term assets; and/or
(d) to repay the Companys convertible subordinated
debentures to the extent required to be settled by the Company
in cash in accordance the net share settlement provision;
provided that, prior to the application of the Net
Proceeds from the Specified Asset sale in accordance with this
paragraph, the Company shall be entitled, within 180 days
from the date of the Specified Asset Sale, to apply such Net
Proceeds towards the redemption of Equity Interests of the
Company in an amount not to exceed the limitation set forth in
clause (x) of the third paragraph under Certain
CovenantsRestricted Payments.
Pending the final application of any such Net Proceeds, the
Company may temporarily reduce revolving credit borrowings or
otherwise invest such Net Proceeds in any manner that is not
prohibited by the Indenture. Any Net Proceeds from Asset Sales
that are not applied or invested as provided in the first
sentence of this paragraph will be deemed to constitute
Excess Proceeds. When the aggregate amount of Excess
Proceeds exceeds $10.0 million, the Company will be
required to make an offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in the
Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (an Asset Sale Offer) to
purchase the maximum principal amount of Notes and such other
indebtedness that may be purchased out of the Excess Proceeds,
at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest
thereon to the date of purchase, in accordance with the
procedures set forth in the Indenture and such other
indebtedness. To the extent that any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by
the Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof and other pari passu
Indebtedness described above tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the respective
aggregate amount of the Notes and such other Indebtedness to be
purchased shall be determined on a pro rata basis, and the
Trustee shall select the Notes to be purchased in such aggregate
amount on a pro rata basis. Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero.
The Company will comply with the requirements of
Rule 14e-1
under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations
are applicable in connection with the repurchase of Notes
pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with
the Asset Sale provisions of the Indenture, the
Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of the
Indenture by virtue thereof.
The Credit Agreement contains prohibitions on the ability of the
Company and its Subsidiaries to voluntarily repurchase, redeem
or prepay certain of their Indebtedness, including the Notes,
and limitations on the ability of the Company and its
Subsidiaries to engage in Asset Sales. Additionally, future
agreements may contain prohibitions of certain events, including
events that would constitute an Asset Sale and including
repurchases of or other prepayments in respect of the Notes. The
exercise by the Holders of Notes of their right to require the
Company to repurchase the Notes upon an Asset Sale could cause a
default under these other agreements, even if the Asset Sale
itself does not, due to the financial effect of such repurchases
on the Company and its Subsidiaries. In the event an Asset Sale
occurs at a time when the Company is prohibited from purchasing
Notes, the Company could seek the consent of their other lenders
to the purchase of Notes or could attempt to refinance, repay or
replace the Indebtedness that contain such prohibition and enter
into new agreements without such prohibition. If the Company
does not obtain a consent or refinance, repay or replace
28
such Indebtedness, the Company will remain prohibited from
purchasing Notes. In that case, the Companys failure to
purchase tendered Notes would constitute an Event of Default
under the Indenture which, in turn, may constitute a default
under the other Indebtedness. Finally, the Companys
ability to pay cash to the Holders of Notes upon a repurchase
may be limited by the Companys then existing financial
resources.
Certain
Covenants
Set forth below are summaries of certain covenants contained in
the Indenture. During any period of time that (i) the Notes
have Investment Grade Ratings from both Rating Agencies and
(ii) no Default has occurred and is continuing under the
Indenture (the occurrence of the events described in the
foregoing clauses (i) and (ii) being collectively
referred to as a Covenant Suspension Event) then the
covenants specifically listed below will not be applicable to
the Notes (collectively, the Suspended Covenants):
(1) Repurchase at the Option of
HoldersAsset Sales;
(2) Restricted Payments;
(3) Incurrence of Indebtedness;
(4) Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries;
(5) clause (iv) of the first paragraph of
Merger, Consolidation or Sale of
Assets; and
(6) Transactions with Affiliates.
During any period that the foregoing covenants have been
suspended, the Company may not designate any of its Subsidiaries
as Unrestricted Subsidiaries.
If and while the Company and its Restricted Subsidiaries are not
subject to the Suspended Covenants, the Notes will be entitled
to substantially less covenant protection. In the event that the
Company and its Restricted Subsidiaries are not subject to the
Suspended Covenants under the Indenture for any period of time
as a result of the foregoing, and on any subsequent date one or
both of the Rating Agencies withdraw their Investment Grade
Rating or downgrade the rating assigned to the Notes below an
Investment Grade Rating, then the Company and its Restricted
Subsidiaries will thereafter again be subject to the Suspended
Covenants under the Indenture with respect to future events; it
being understood that no actions taken by (or omissions of) the
Company or any of its Restricted Subsidiaries during the
suspension period shall constitute a Default or an Event of
Default under the Suspended Covenants. Furthermore, after the
time of reinstatement of the Suspended Covenants upon such
withdrawal or downgrade, calculations with respect to Restricted
Payments will be made in accordance with the terms of the
covenant described below under Certain
CovenantsRestricted Payments as though such covenant
had been in effect during the entire period of time from the
Issue Date.
In addition, (i) Indebtedness incurred while the Company
and its Restricted Subsidiaries are not subject to the Suspended
Covenants will be deemed to have been incurred pursuant to the
first paragraph of the covenant Incurrence of
Indebtedness and (ii) Restricted Payments made while
the Company and its Restricted Subsidiaries are not subject to
the Suspended Covenants will be deemed to have been made
pursuant to the sum of clauses (c)(i)-(v) of the covenant
Restricted Payments.
There can be no assurance that the Notes will ever achieve or
maintain Investment Grade Ratings.
Restricted
Payments
The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:
(i) declare or pay any dividend or make any other payment
or distribution on account of the Companys or any of its
Restricted Subsidiaries Equity Interests (including,
without limitation, any payment in connection with any merger or
consolidation involving the Company or any of its Restricted
Subsidiaries) or to the direct or indirect holders of the
Companys or any Restricted Subsidiarys Equity
Interest in their capacity as such (other than
(A) dividends or distributions accrued or payable in Equity
29
Interests (other than Disqualified Interests) of the Company or
(B) dividends or distributions to the Company or a
Restricted Subsidiary of the Company);
(ii) purchase, redeem or otherwise acquire or retire for
value (including, without limitation, in connection with any
merger or consolidation involving the Company) any Equity
Interests of the Company or any direct or indirect parent of the
Company (other than any such Equity Interests owned by the
Company or any Restricted Subsidiary of the Company);
(iii) make any payment on or with respect to, or purchase,
redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinated to the Notes or any Note
Guarantee (other than Indebtedness permitted under
clause (vi) of the definition of Permitted
Debt) except (a) a payment of interest or principal
at Stated Maturity or (b) the purchase, repurchase or other
acquisition of any such Indebtedness in anticipation of
satisfying a sinking fund obligation, principal installment or
final maturity, in each case, due within one year of the date of
such purchase, repurchase or other acquisition; or
(iv) make any Restricted Investment
(all such payments and other actions set forth in
clauses (i) through (iv) above being collectively
referred to as Restricted Payments), unless, at the
time of and after giving effect to such Restricted Payment:
(a) no Event of Default shall have occurred and be
continuing or would occur as a consequence thereof;
(b) the Company would, at the time of such Restricted
Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in the first paragraph of
the covenant described below under the caption
Incurrence of Indebtedness; and
(c) such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Company and
its Restricted Subsidiaries after the date of the Indenture
(excluding Restricted Payments permitted by clauses (i)
(provided that at the time of declaring such dividend,
such dividend was counted as a Restricted Payment) (ii), (iii),
(iv), (vi), (viii), (xii), (xiii), (xiv) and (xvi) of
the second succeeding paragraph), is less than the sum, without
duplication, of
(i) 50% of the Consolidated Net Income of the Company for
the period (taken as one accounting period) from January 1,
2007 (the Measurement Date) to the end of the
Companys most recently ended fiscal quarter for which
internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such
period is a deficit, less 100% of such deficit), plus
(ii) 100% of the aggregate net proceeds, including the fair
market value of any property, received by the Company since the
date of the Indenture as a contribution to its equity capital or
from the issue or sale of Equity Interests of the Company (other
than Disqualified Interests) from the issue or sale of
Disqualified Interests or debt securities of the Company that
have been converted into such Equity Interests (other than
Equity Interests (or Disqualified Interests or convertible debt
securities) sold to a Subsidiary of the Company), together with
the aggregate cash and Cash Equivalents received by the Company
or any of its Restricted Subsidiaries at the time of such
conversion or exchange plus the amount by which Indebtedness of
the Company and its Restricted Subsidiaries is reduced upon the
conversion or exchange subsequent to the date of the Indenture
of any Indebtedness or Disqualified Interests which are
convertible into or exchangeable for Qualified Capital Interests
of the Company or any of its Restricted Subsidiaries, plus
(iii) 100% of the amount received, including the fair
market value of any property received after the date of the
Indenture by means of (A) the sale or other disposition
(other than to the Company or a Restricted Subsidiary) of
Restricted Investments made by the Company or its Restricted
Subsidiaries and repurchases and redemptions of such Restricted
Investments from the Company or its Restricted Subsidiaries and
repayments of loans or advances which constitute
30
Restricted Investments of the Company or its Restricted
Subsidiaries or (B) the sale (other than to the Company or
a Restricted Subsidiary) of the Capital Stock of an Unrestricted
Subsidiary or a distribution from an Unrestricted Subsidiary
(other than in each case to the extent the Investment in such
Unrestricted Subsidiary constituted a Permitted Investment) or a
dividend from an Unrestricted Subsidiary, plus
(iv) in the case of the redesignation of an Unrestricted
Subsidiary as a Restricted Subsidiary or the merger or
consolidation of an Unrestricted Subsidiary into the Company or
a Restricted Subsidiary or the transfer of assets of an
Unrestricted Subsidiary to the Company or a Restricted
Subsidiary, the fair market value of the Investment in such
Unrestricted Subsidiary, (other than an Unrestricted Subsidiary
to the extent the Investment in such Unrestricted Subsidiary
constituted a Permitted Investment).
The Board of Directors may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if such designation would not
cause a Default. For purposes of making such determination, all
outstanding Investments by the Company and its Restricted
Subsidiaries in the Subsidiary so designated will be deemed to
be Restricted Payments at the time of such designation and will
reduce the amount available for Restricted Payments under the
first paragraph of this covenant. All such outstanding
Investments will be deemed to constitute Investments in an
amount equal to the fair market value of such Investments at the
time of such designation. Such designation will only be
permitted if such Restricted Payments would be permitted at such
time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.
The foregoing provisions will not prohibit:
(i) the payment of any dividend or other distribution or
redemption within 60 days after the date of declaration or
call for redemption thereof, if at said date of declaration or
call for redemption such payment would have complied with the
provisions of the Indenture;
(ii) the making of any Restricted Payment in exchange for,
or out of the net cash proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, other
Equity Interests of the Company (other than any Disqualified
Interests) or from a contribution of capital to the Company;
provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition shall be excluded from clause
(c)(ii) of the second preceding paragraph;
(iii) the defeasance, redemption, repurchase, replacement,
extension, renewal, refinancing or retirement or other
acquisition of subordinated Indebtedness or Disqualified
Interests with the net cash proceeds from an incurrence of
Permitted Refinancing Indebtedness;
(iv) the declaration, or payment of any dividend or other
distribution by a Subsidiary of the Company to the holders of
its common Equity Interests on a pro rata basis;
(v) the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company or
any Subsidiary of the Company held by any current or former
officer, director, employee, consultant or agent of Company or
any of its Restricted Subsidiaries (or Heirs or other permitted
transferees thereof) upon death, disability, retirement,
severance or termination of employment or service or in
connection with a stock option plan or agreement, shareholders
agreement, or similar agreement, plan or arrangement, including
amendments thereto; provided that the aggregate price paid for
all such repurchased, redeemed, acquired or retired Equity
Interests may not exceed:
(a) $10.0 million in any calendar year, with unused
amounts being available to be used in the following calendar
year, but not in any succeeding calendar year; provided
that such amount in any calendar year may be increased in an
amount not to exceed the net cash proceeds from the sale of
Equity Interests (other than Disqualified Stock) of the Company
to any officer, director, employee or agent of the Company or
any Subsidiary of the Company that occurs after the date of the
Indenture, to the extent such net cash proceeds have not
otherwise been applied to make Restricted Payments pursuant to
clause (c)(ii) of the preceding paragraph; plus
31
(b) the cash proceeds of key man life insurance
policies received by the Company and its Restricted Subsidiaries
after the date of the Indenture that are used for the
repurchase, redemption or other acquisition or retirement for
value owned by the individual (or such individuals estate)
that is the subject of such insurance;
(vi) the repurchase of Equity Interests deemed to occur
upon the exercise of options, warrants or other convertible
securities to the extent such Equity Interests represent a
portion of the exercise price of those options, warrants or
other convertible securities and cash payments in lieu of the
issuance of fractional shares in connection with the exercise of
options, warrants, or other convertible securities;
(vii) the declaration and payment of regular quarterly
dividends on the Companys Equity Interests in accordance
with past practice and not to exceed $0.05 per share;
(viii) the Company may exercise its right of redemption
under the indenture governing the New Convertible Subordinated
Debentures, and in connection therewith may make payments to the
holders of the New Convertible Subordinated Debentures to the
extent required to be settled by the Company in cash in
accordance with the net share settlement provisions thereof in
an amount not to exceed $115.0 million in the aggregate
after the Issue Date (it being understood that cash payments in
excess of such amount may be made pursuant to any other
available exception to this covenant);
(ix) additional Restricted Payments not to exceed
$100.0 million after the date of the Indenture;
(x) the repurchase of the Companys Equity Interests
(i) with the proceeds from the Specified Asset Sale in an
amount not to exceed $65.0 million and (ii) otherwise
in an amount not to exceed $35.0 million;
(xi) distributions or payments of Securitization Fees and
purchases of Securitization Assets pursuant to a Securitization
Repurchase Obligation in connection with a Qualified
Securitization Financing;
(xii) any payments made in connection with the consummation
of the Transactions on substantially the terms described in this
prospectus;
(xiii) payment of intercompany subordinated debt, the
incurrence of which was permitted under clause (vi) of the
second paragraph of the covenant described under
Limitation on Indebtedness;
(xiv) the purchase of fractional shares by the Company upon
conversion of any securities of the Company into Capital
Interests of the Company;
(xv) the repurchase, redemption or other acquisition or
retirement for value of subordinated Indebtedness or
Disqualified Interests pursuant to the provisions similar to
those described under the captions Repurchase at the
Option of HoldersChange of Control and
Repurchase at the Option of HoldersAsset
Sales; provided that all Notes tendered by holders
of the Notes in connection with the related Change of Control
Offer or Asset Sale Offer, as applicable, have been repurchased,
redeemed or acquired for value in full; and
(xvi) payment of dividends on Disqualified Interests of the
Company or a Restricted Subsidiary, the Incurrence of which is
permitted by the Indenture.
The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of
the asset(s) or securities proposed to be transferred or issued
by the Company or such Subsidiary, as the case may be, pursuant
to the Restricted Payment. The fair market value of any non-cash
Restricted Payment shall be determined by the Board of Directors
whose resolution with respect thereto shall be delivered to the
Trustee, such determination to be based upon an opinion or
appraisal issued by an accounting, appraisal or investment
banking firm of national standing if such fair market value
exceeds $20.0 million.
32
Incurrence
of Indebtedness
The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to
(collectively, incur) any Indebtedness (including
Acquired Debt); provided, however, that the Company may
incur Indebtedness (including Acquired Debt) and any of the
Companys Restricted Subsidiaries that is a Guarantor or,
upon such incurrence becomes a Guarantor, may incur Indebtedness
if, in each case, the Fixed Charge Coverage Ratio for the
Companys most recently ended four full fiscal quarters for
which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is
incurred would have been at least 2.00 to 1, determined on a pro
forma basis (including a pro forma application of the net
proceeds therefrom but without giving pro forma effect to any
Indebtedness incurred on such date of determination pursuant to
the following paragraph), as if the additional Indebtedness had
been incurred, as the case may be, at the beginning of such
four-quarter period.
The provisions of the first paragraph of this covenant will not
apply to the incurrence of any of the following items of
Indebtedness (collectively, Permitted Debt):
(i) the incurrence by the Company and its Restricted
Subsidiaries (and the guarantee thereof by the Guarantors) of
Indebtedness and letters of credit (with letters of credit being
deemed to have a principal amount equal to the maximum potential
liability of the Company and its Restricted Subsidiaries
thereunder) under the Credit Agreement in an aggregate amount
not to exceed the greater of (x) $400 million or
(y) 25% of Consolidated Total Assets; less the
aggregate amount of all Net Proceeds of Asset Sales applied by
the Company or any Restricted Subsidiary since the date of the
Indenture to repay any term Indebtedness under the Credit
Agreement or to repay any revolving credit Indebtedness under
the Credit Agreement and effect a corresponding commitment
reduction thereunder pursuant to the covenant described above
under Asset Sales;
(ii) Indebtedness outstanding on the Issue Date after
giving effect to the intended use of proceeds of the Notes;
(iii) the incurrence by the Company (and the Guarantee
thereof by the Guarantors) of Indebtedness represented by the
Notes and the Note Guarantees issued on the Issue Date and the
Exchange Notes and any related Note Guarantees to be issued
therefor pursuant to the Registration Rights Agreement;
(iv) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money obligations,
in each case incurred for the purpose of financing all or any of
the purchase price or cost of construction, installation,
design, repair or improvement of real or personal property,
plant or equipment used in the business of the Company or such
Restricted Subsidiary (whether through the direct acquisition of
such assets or the acquisition of Equity Interests of any Person
owning such assets) and in an aggregate principal amount not to
exceed the greater of (x) $25.0 million or
(y) 2.0% of Consolidated Total Assets at any time
outstanding;
(v) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange
for, or the net proceeds of which are used to extend, redeem,
renew, refund, refinance, defease, discharge, replace or retire
for value Indebtedness permitted to be incurred by the Indenture
(other than Indebtedness permitted under clause (i));
(vi) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the
Company and any of its Restricted Subsidiaries; provided,
however, that (i) if the Company is the obligor on such
Indebtedness, such Indebtedness is expressly subordinated to the
prior payment in full in cash of all obligations with respect to
the Notes and (ii) (A) any subsequent issuance or transfer
of Equity Interests that results in any such Indebtedness being
held by a Person other than the Company or a Subsidiary thereof
and (B) any sale or other transfer of any such Indebtedness to a
Person that is not either the Company or a Restricted Subsidiary
thereof shall be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such
Restricted Subsidiary, as the case may be, that was not
permitted by this clause (vi);
33
(vii) the incurrence by the Company or any of its
Restricted Subsidiaries of Hedging Obligations that are incurred
for the purpose of fixing or hedging interest rate risk or,
commodity price risk or currency exchange rate risk, and in any
such case not for speculative purposes;
(viii) the guarantee by the Company or any of the
Guarantors of Indebtedness of the Company or a Restricted
Subsidiary of the Company that was permitted to be incurred by
another provision of this covenant; provided that if the
Indebtedness being guaranteed is subordinated to the Notes or
the Note Guarantees, then the guarantee shall be subordinated to
the same extent as the Indebtedness guaranteed;
(ix) Indebtedness consisting of Permitted Investments of
the kind described in clauses (f) and (k) of the
definition of Permitted Investments;
(x) Indebtedness (a) consisting of indemnification
obligations of the Company or any Restricted Subsidiary or
(b) arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn
against insufficient funds in the ordinary course of business;
provided, however, that such Indebtedness is extinguished within
five business days of incurrence;
(xi) the incurrence by the Company or any of the Guarantors
of additional Indebtedness in an aggregate principal amount (or
accreted value, as applicable) at any time outstanding,
including all outstanding Permitted Refinancing Indebtedness
incurred to refund, refinance or replace any Indebtedness
incurred pursuant to this clause (xi), not to exceed
$50.0 million;
(xii) the incurrence by any of the Companys Foreign
Subsidiaries of Indebtedness in an aggregate principal amount
not to exceed at any time, in the aggregate for all such Foreign
Subsidiaries, the greater of (x) $5.0 million and
(y) the sum of (i) 75% of the net book value of
accounts receivable of all Foreign Subsidiaries and
(ii) 75% of the net book value of inventory of all Foreign
Subsidiaries;
(xiii) Indebtedness incurred by a Securitization Subsidiary
in a Qualified Securitization Financing that is not recourse to
the Company or any of its Restricted Subsidiaries, other than a
Securitization Subsidiary (except for Standard Securitization
Undertakings);
(xiv) Indebtedness arising from agreements of the Company
or a Restricted Subsidiary of the Company providing for
adjustment of purchase price, deferred payment, earn out or
similar obligations, in each case, incurred or assumed in
connection with the disposition or acquisition of any business
or assets of the Company or a Restricted Subsidiary;
(xv) Indebtedness in respect of workers compensation
claims, health, disability or other employee benefits or
property, casualty or liability insurance or self-insurance
obligations, bankers acceptances, letters of credit (not
supporting Indebtedness for borrowed money), performance,
surety, appeal and similar bonds and completion guarantees or
similar obligations provided by the Company or a Restricted
Subsidiary in the ordinary course of business;
(xvi) Indebtedness of the Company or any Restricted
Subsidiary to the extent the proceeds of such Indebtedness are
deposited and used to defease the Notes as described under
Legal Defeasance and Covenant Defeasance or
Satisfaction and Discharge;
(xvii) Indebtedness of the Company or any Restricted
Subsidiary consisting of the financing of insurance premiums in
the ordinary course of business; and
(xviii) Indebtedness of a Person incurred and outstanding
on or prior to the date on which such Person was acquired by the
Company or any Restricted Subsidiary of the Company or merged
into the Company or a Restricted Subsidiary of the Company in
accordance with the terms of the Indenture; provided that such
Indebtedness is not incurred in connection with or in
contemplation of, or to provide all or any portion of the funds
or credit support utilized to consummate, such acquisition or
merger; and provided, further, that after giving pro forma
effect to such incurrence of Indebtedness (A) the Company
would have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the first
34
paragraph of this covenant or (B) the Fixed Charge Coverage
Ratio would be greater than such Fixed Charge Coverage Ratio
immediately prior to such acquisition.
For purposes of determining compliance with this covenant, in
the event that an item of Indebtedness (of any portion thereof)
meets the criteria of more than one of the categories of
Permitted Debt described in clauses (i) through
(xviii) above or is entitled to be incurred pursuant to the
first paragraph of this covenant, the Company, in its sole
discretion, will be permitted to divide and classify such item
of Indebtedness, (or any portion thereof) on the date of
occurrence, and at any time and from time to time may reclassify
in any manner that complies with this covenant. Additionally,
all or any portion of any item of Indebtedness may later be
reclassified as having been incurred pursuant to the first
paragraph of this covenant or under any category of Permitted
Debt described in clause (i) through (xix) above so
long as such Indebtedness is permitted to be incurred pursuant
to such provision at the time of reclassification. Accrual of
interest, accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the payment of
dividends on Disqualified Stock in the form of additional shares
of the same class of Disqualified Stock for purposes of this
covenant shall not be deemed an incurrence of Indebtedness or an
issuance of Disqualified Stock for purposes of this covenant;
provided, in each such case, that the amount is included
in Fixed Charges of the Company as accrued.
Limitation
on Senior Subordinated Debt
The Company will not incur any Indebtedness that is
contractually subordinate in right of payment to any Senior Debt
of the Company unless it is pari passu or subordinate in
right of payment to the Notes. No Guarantor will incur any
Indebtedness that is contractually subordinate in right of
payment to the Senior Debt of such Guarantor unless it is
pari passu or subordinate in right of payment to such
Guarantors Note Guarantee. For purposes of the foregoing,
no Indebtedness will be deemed to be subordinated in right of
payment to any other Indebtedness of the Company or any
Guarantor, as applicable, solely by reason of any Liens or
guarantees arising or created in respect of such other
Indebtedness of the Company or any Guarantor or by virtue of the
fact that the holders of any secured Indebtedness have entered
into intercreditor agreements giving one or more of such holders
priority over the other holders in the collateral held by them.
Liens
The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume
or suffer to exist any Lien securing Indebtedness on any asset
now owned or hereafter, acquired, or any income or profits
therefrom, except Permitted Liens, unless contemporaneously
therewith:
(i) in the case of any Lien securing Indebtedness that
ranks pari passu with the Notes or a Note Guarantee,
effective provision is made to secure the Notes or such Note
Guarantee, as the case may be, at least equally and ratably with
or prior to such obligation with a Lien on the same
collateral; and
(ii) in the case of any Lien securing Indebtedness that is
subordinated in right of payment to the Notes or a Note
Guarantee, effective provision is made to secure the Notes or
such Note Guarantee as the case may be, with a Lien on the same
collateral that is prior to the Lien securing such subordinated
obligation,
in each case, for so long as such Indebtedness is secured by
such Lien (such Lien, Primary Lien).
Any Lien created for the benefit of the Holders of the Notes
pursuant to the immediately preceding paragraph shall
automatically and unconditionally be released and discharged
upon the release and discharge of the Primary Lien, without any
further action on the part of any Person.
Dividend
and Other Payment Restrictions Affecting Restricted
Subsidiaries
The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted
Subsidiary to:
(i) (a) pay dividends or make any other distributions
to the Company or any of its Restricted Subsidiaries on its
Capital Interests or (b) pay any Indebtedness owed to the
Company or any of its Restricted Subsidiaries,
35
(ii) make loans or advances to the Company or any of its
Restricted Subsidiaries or
(iii) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries.
However, the foregoing restrictions will not apply to
encumbrances or restrictions existing under or by reason of:
(a) the Indenture, the Notes, the Note Guarantees and the
Exchange Notes and the related Guarantees to be issued in
exchange therefor pursuant to the Registration Rights Agreement;
(b) applicable law, rule or regulation or order;
(c) any instrument governing Indebtedness (including
Acquired Debt) or Capital Interests of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such
Indebtedness or Capital Interest was incurred or issued in
connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or
the properties or assets of any Person, other than the Person,
or the property or assets of the Person, so acquired, and any
amendments, modifications, restatements, renewals, supplements,
refundings, replacements or refinancings of any such agreements
or instruments (provided that the amendments, modifications,
restatements, renewals, supplements, refundings, replacements or
refinancings are no more restrictive, taken as a whole, than
those contained in the agreements governing such original
agreement or instrument); provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of
the Indenture to be incurred;
(d) non-assignment provisions in leases, contracts,
licenses and other agreements entered into in the ordinary
course of business;
(e) purchase money obligations for property acquired in the
ordinary course of business and Capital Lease Obligations that
impose restrictions of the nature described in clause (iii)
above on the property so acquired;
(f) any agreement for the sale or other disposition of
Equity Interests or assets of a Restricted Subsidiary or an
agreement entered into for the sale of specified assets that
restrict the sale of assets, distributions, loans on transfers
by that Restricted Subsidiary pending such sale or other
disposition;
(g) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such
Permitted Refinancing Indebtedness are no more materially
restrictive, taken as a whole, than those contained in the
agreements governing the Indebtedness being refinanced;
(h) provisions limiting the disposition or distribution of
assets or property in joint venture agreements, partnership
agreements, limited liability company operating agreements,
asset sale agreements, sale-leaseback agreements, stock sale
agreements and other similar agreements entered into with the
approval of the Board of Directors of the Company, which
limitation is applicable only to the assets that are the subject
of such agreements;
(i) purchase money indebtedness otherwise permitted to be
incurred pursuant to the provisions of the covenant described
above under the caption Liens that limits the
right of the debtor to dispose of the assets securing such
Indebtedness;
(j) restrictions in other Indebtedness incurred in
compliance with the covenant described under the caption
Incurrence of Indebtedness; provided that such
restrictions, taken as a whole, are, in the good faith judgment
of the Companys Board of Directors not materially more
restrictive with respect to such encumbrances and restrictions
than those contained in the Credit Agreement and the Indenture;
(k) agreements governing existing Indebtedness and the
Credit Agreement as in effect on the date of the Indenture and
any amendments, restatements, modifications, renewals,
increases, supplements, refundings, replacements or refinancings
of those agreements; provided that the amendments, restatements,
modifications, renewals, increases, supplements, refundings,
replacements or refinancings are not materially more
restrictive, taken as a whole, with respect to such encumbrances
and restrictions than those contained in those agreements on the
date of the Indenture;
36
(l) Liens securing Indebtedness otherwise permitted to be
incurred under the provisions of the covenant described under
the caption Liens that limit the right of the
debtor to dispose of the assets subject to such Liens;
(m) any restriction on cash or other deposits or net worth
provisions in leases and other agreements entered into in the
ordinary course of business;
(n) any encumbrance or restriction with respect to a
Restricted Subsidiary imposed pursuant to an agreement entered
into for the sale or disposition of all or a portion of the
Capital Interests or assets of such Restricted Subsidiary
pending the closing of such sale or disposition;
(o) with respect to clause (iii) of the first
paragraph, (i) any such encumbrance or restriction
consisting of customary nonassignment, subletting or transfer
provisions in leases governing leasehold interests to the extent
such provisions restrict the transfer of the lease or the
property leased thereunder; and (ii) encumbrance or
restrictions contained in security agreements, pledges or
mortgages securing Indebtedness of a Restricted Subsidiary to
the extent such restrictions restrict the transfer of the
property subject to such security agreements, pledges or
mortgages; and
(p) any encumbrances or restrictions imposed by any
amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of the
contracts, instruments or obligations referred to in
clauses (a) through (m) above; provided that the
encumbrances or restrictions in such amendments, modifications,
restatements, renewals, increases, supplements, refundings,
replacements or refinancings are not materially more
restrictive, in the good faith judgment of the Board of
Directors of the Company, taken as a whole, than the
encumbrances or restrictions prior to such amendment,
modification, restatement, renewal, increase, supplement,
refunding, replacement or refinancing.
Merger,
Consolidation or Sale of Assets
The Company may not consolidate or merge with or into (whether
or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more
related transactions, to another corporation, Person or entity
unless
(i) either (a) the Company is the surviving
corporation or (b) the Person formed by or surviving any
such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation, limited
liability company or limited partnership organized or existing
under the laws of the United States, any state thereof or the
District of Columbia; provided that, in case of a limited
liability company or a partnership, a co-obligor of the Notes is
a corporation;
(ii) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the
entity or Person to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made
assumes all the obligations of the Company under the
Registration Rights Agreement, the Notes and the Indenture
pursuant to agreements in form and substance reasonably
satisfactory to the Trustee;
(iii) immediately after giving effect to such transaction
no Default or Event of Default exists; and
(iv) either (a) the Company or the entity or Person
formed by or surviving any such consolidation or merger (if
other than the Company), or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been
made, will, at the time of such transaction and after giving pro
forma effect thereto as if such transaction had occurred at the
beginning of the applicable four-quarter period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in the first
paragraph of the covenant described above under the caption
Incurrence of Indebtedness or (b) the
Fixed Charge Coverage Ratio is equal to or greater than it is
immediately prior to such transaction or series of transactions.
The predecessor company will be released from its obligations
under the Indenture and the successor company will succeed to,
and be substituted for, and may exercise every right and power
of, the Company
37
under the Indenture; provided that in the case of a lease
of all its assets, the predecessor will not be released from the
obligation to pay the principal of and interest on the Notes.
No Guarantor may consolidate with or merge with or into (whether
or not such Guarantor is the surviving Person), another
corporation, Person or entity whether or not affiliated with
such Guarantor unless:
(i) subject to the provisions of the following paragraph,
the Person formed by or surviving any such consolidation or
merger (if other than such Guarantor) assumes all the
obligations of such Guarantor under the Notes, the Indenture and
the Registration Rights Agreement pursuant to agreements in form
and substance reasonably satisfactory to the Trustee; and
(ii) immediately after giving effect to such transaction,
no Default or Event of Default exists.
This Merger, Consolidation or Sale of Assets
covenant will not apply to a merger of the Company or a
Guarantor with an Affiliate solely for the purpose, and with the
effect, of reincorporating the Company or such a Guarantor, as
the case may be, in another jurisdiction of the United States.
In addition, nothing in this Merger, Consolidation or Sale
of Assets covenant will prohibit any Restricted Subsidiary
from consolidating or amalgamating with, merging with or into or
conveying, transferring or leasing, in one transaction or a
series of transactions, all or substantially all of its assets,
to the Company or another Restricted Subsidiary.
Transactions
with Affiliates
The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer
or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or
amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate
(each of the foregoing, an Affiliate Transaction),
unless
(i) such Affiliate Transaction is on terms that are no less
favorable to the Company or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and
(ii) the Company delivers to the Trustee (a) with
respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in
excess of $10.0 million, a resolution of the Board of
Directors set forth in an Officers Certificate certifying
that such Affiliate Transaction complies with clause (i)
above and that such Affiliate Transaction has either been
approved by a majority of the disinterested members of the Board
of Directors or has been approved in an opinion issued by an
accounting, appraisal or investment banking firm of national
standing as being fair to the Holders from a financial point of
view and (b) with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate
consideration in excess of $20.0 million, an opinion as to
the fairness to the Holders of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.
Notwithstanding the foregoing, the following items shall not be
deemed to be Affiliate Transactions:
(i) any employment agreement or arrangements, consulting,
non-competition, confidentiality, indemnity or similar
agreement, incentive compensation plan, benefit arrangements or
plan, severance or expense reimbursement arrangement entered
into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business of the Company or such Restricted
Subsidiary;
(ii) transactions between or among the Company
and/or its
Restricted Subsidiaries;
(iii) payment of reasonable directors fees to directors of
the Company or any Restricted Subsidiary of the Company and
other reasonable fees, compensation, benefits and indemnities
paid or entered into with directors, officers and employees of
the Company or any Restricted Subsidiary of the Company;
(iv) Restricted Payments that are permitted by the
provisions of the Indenture described above under the caption
Restricted Payments and Permitted Investments;
(v) any transaction with a Securitization Subsidiary
effected as part of a Qualified Securitization Financing;
38
(vi) the entering into of a registration rights agreement
with the stockholders or debtholders of the Company;
(vii) the issuance or sale of any Capital Stock (other than
Disqualified Interests) of the Company and the granting of other
customary rights in connection therewith; and
(viii) any agreement as in effect on the Issue Date or any
amendments, renewals or extensions of any such agreement (so
long as such amendments, renewals or extensions are not less
favorable to the Company or the Restricted Subsidiaries) and the
transactions evidenced thereby.
Payments
for Consent
Neither the Company nor any of its Subsidiaries will, directly
or indirectly, pay or cause to be paid any consideration,
whether by way of interest, fee or otherwise, to any Holder of
any Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of the Indenture or
the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to
amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or amendment.
Subsidiary
Guarantees
If any of the Companys Subsidiaries shall guarantee the
Credit Agreement or shall become directly liable for obligations
under the Credit Agreement, then such Subsidiary shall, within
ten Business Days, become a Guarantor and execute a Supplemental
Indenture and deliver an Opinion of Counsel, in accordance with
the terms of the Indenture.
Reports
Whether or not required by the rules and regulations of the
Securities and Exchange Commission (the Commission),
so long as any Notes are outstanding, the Company will furnish
to the Trustee on behalf of the Holders of Notes (i) all
quarterly and annual financial information that would be
required to be contained in a filing with the Commission on
Forms 10-Q
and 10-K if
the Company were required to file such Forms, including a
Managements Discussion and Analysis of Financial
Condition and Results of Operations that describes the
financial condition and results of operations of the Company and
its consolidated Subsidiaries (showing in reasonable detail,
either on the face of the financial statements or in the
footnotes thereto and in Managements Discussion and
Analysis of Financial Condition and Results of Operations, the
financial condition and results of operations of the Company and
its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted
Subsidiaries of the Company) and, with respect to the annual
information only, a report thereon by the Companys
certified independent accountants and (ii) all current
reports that would be required to be filed with the Commission
on
Form 8-K
if the Company were required to file such reports, in each case
within the time periods specified in the Commissions rules
and regulations (together with any extensions granted by the
Commission); provided, however, that if the Commission
will accept the filings of the Company, the Company, at its
option, need not furnish such reports to the Trustee to the
extent it elects to file such reports with the Commission. In
addition, following the consummation of the exchange offer
contemplated by the Registration Rights Agreement, whether or
not required by the rules and regulations of the Commission, the
Company will file a copy of all such information and reports
with the Commission for public availability within the time
periods specified in the Commissions rules and regulations
(unless the Commission will not accept such a filing). In
addition, the Company and the Guarantors have agreed that, for
so long as any Notes remain outstanding, they will furnish to
the Holders, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities
Act.
Events
of Default and Remedies
The Indenture provides that each of the following constitutes an
Event of Default:
(i) default for 30 days in the payment when due of
interest on the Notes;
39
(ii) default in payment when due of the principal of or
premium, if any, on the Notes (whether or not the payment is
prohibited by the subordination provisions of the Indenture);
(iii) a default by the Company or any Guarantor in the
observance or performance of any other covenant or agreement
contained in the Indenture which default continues for a period
of 60 days after the Company or such Guarantor receives
written notice specifying the default (and demanding that such
default be remedied and stating that such notice is a
Notice of Default) from the Trustee or the Holders
of at least 25% of the outstanding principal amount of the
Notes (except in the case of a default with respect to the
Merger, Consolidation and Sale of Assets covenant,
which will constitute an Event of Default with such notice
requirement but without such passage of time requirement);
(iv) the failure to pay at final maturity (giving effect to
any applicable grace periods and any extensions thereof) the
principal amount of any Indebtedness of the Company or any
Restricted Subsidiary of the Company or the acceleration of the
final stated maturity of any such Indebtedness, if the aggregate
principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness in default for
failure to pay principal at final maturity or which has been
accelerated, aggregates $10.0 million or more at any time
and such failure shall not have been cured or waived within
30 days thereof;
(v) failure by the Company or any of its Subsidiaries to
pay final judgments (to the extent such judgments are not paid
or covered by an insurance carrier or pursuant to which the
Company is not indemnified by a third party who has agreed to
honor such obligation) aggregating in excess of
$10.0 million, which judgments are not paid, discharged or
stayed for a period of 60 days after such judgments have
become final and non-appealable;
(vi) certain events of bankruptcy or insolvency with
respect to the Company or any of its Significant
Subsidiaries; and
(vii) except as permitted by the Indenture, any Note
Guarantee shall be held in any judicial proceeding to be
unenforceable or shall cease for any reason to be in full force
and effect or any Guarantor, or any Person acting on behalf of
any Guarantor, shall deny or disaffirm its obligation under its
Note Guarantee.
If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then
outstanding Notes shall notify the Company in writing,
specifying the Event of Default, demanding that the Default be
remedied and stating that such notice is a Notice of
Default following which such Holders may declare all the
Notes to be due and payable immediately. Upon such declaration
of acceleration pursuant to a Notice of Default, the aggregate
principal of and accrued and unpaid interest on the outstanding
Notes shall become due and payable without further action or
notice; provided, however, that in the event of a
declaration of acceleration because an Event of Default set
forth in clause (iv) above has occurred and is continuing,
such declaration of acceleration shall be automatically
rescinded and annulled if the failure to pay or acceleration
triggering such Event of Default pursuant to clause (iv)
shall be remedied or cured or waived by the holders of the
relevant Indebtedness within 60 days after the declaration
of acceleration with respect thereto. Notwithstanding the
foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, with respect to the
Company, any Significant Subsidiary or any group of Subsidiaries
that, taken together, would constitute a Significant Subsidiary,
all outstanding Notes will become due and payable without
further action or notice. Holders of the Notes may not enforce
the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium or
interest) if it determines that withholding notice is in their
interest. Holders of the Notes may not enforce the Indenture or
the Notes except as provided in the Indenture and under the
Trust Indenture Act.
The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive, rescind or cancel any
declaration of an
40
existing or past Default or Event of Default and its
consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal
of, the Notes (other than nonpayment of principal or interest
that has become due solely because of acceleration).
The Company is required to deliver to the Trustee annually
within 120 days after the end of each fiscal year a
statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event
of Default, to deliver to the Trustee within 30 days after
the occurrence thereof a statement specifying such Default or
Event of Default.
No
Personal Liability of Directors, Officers, Employees and
Stockholders
No past, future or present director, officer, employee, partner,
manager, agent, member (or Person forming any limited liability
company), incorporator or stockholder of the Company or any
Guarantor, as such, shall have any liability for any obligations
of the Company or any Guarantor under the Notes, the Note
Guarantees or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note and Note Guarantee
waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes and Note
Guarantee. Such waiver may not be effective to waive liabilities
under the federal securities laws.
Legal
Defeasance and Covenant Defeasance
The Company may, at its option and at any time, elect to have
all of its obligations discharged with respect to the
outstanding Notes (Legal Defeasance) except for:
(i) the rights of Holders of outstanding Notes to receive
payments in respect of the principal of, premium, if any, and
interest on such Notes when such payments are due from the trust
referred to below,
(ii) the Companys obligations with respect to the
Notes concerning issuing temporary Notes, registration of Notes,
mutilated, destroyed, lost or stolen Notes and the maintenance
of an office or agency for payment and money for security
payments held in trust,
(iii) the rights, powers, trusts, duties and immunities of
the Trustee, and the Companys obligations in connection
therewith and
(iv) the Legal Defeasance provisions of the Indenture.
In addition, the Company may, at its option and at any time,
elect to have the obligations of the Company released with
respect to certain covenants that are described in the Indenture
(Covenant Defeasance) and thereafter any omission to
comply with such obligations shall not constitute a Default or
Event of Default with respect to the Notes. In the event
Covenant Defeasance occurs, certain events (not including
(i) nonpayment and (ii) bankruptcy, receivership,
rehabilitation and insolvency events with respect to the
Company) described under Events of Default
will no longer constitute an Event of Default with respect to
the Notes.
In order to exercise either Legal Defeasance or Covenant
Defeasance,
(i) the Company must irrevocably deposit with the Trustee,
in trust, for the benefit of the Holders of the Notes, cash in
U.S. dollars, noncallable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent
investment bank, appraisal firms or public accountants, to pay
the principal of, premium, if any, and interest on the
outstanding Notes on the stated maturity or on the applicable
redemption date, as the case may be, and the Company must
specify whether the Notes are being defeased to maturity or to a
particular redemption date;
(ii) in the case of Legal Defeasance, the Company shall
have delivered to the Trustee an opinion of counsel in the
United States reasonably acceptable to the Trustee confirming
that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or
(B) since the date of the Indenture, there has been a
change in the applicable federal income tax law, in either case
to the effect that, and based thereon such opinion of counsel
shall confirm that, the Holders of the outstanding
41
Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
Legal Defeasance had not occurred;
(iii) in the case of Covenant Defeasance, the Company shall
have delivered to the Trustee an opinion of counsel in the
United States reasonably acceptable to the Trustee confirming
that the Holders of the outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant
Defeasance had not occurred;
(iv) no Default or Event of Default shall have occurred and
be continuing on the date of such deposit (other than a Default
or Event of Default resulting from the borrowing of funds to be
applied to such deposit);
(v) such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a default
under any material agreement or instrument (other than the
Indenture) to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is
bound including, without limitation, the Credit Agreement;
(vi) the Company must deliver to the Trustee an
Officers Certificate stating that the deposit was not made
by the Company with the intent of preferring the Holders of
Notes over the other creditors of the Company with the intent of
defeating, hindering, delaying or defrauding creditors of the
Company or others; and
(vii) the Company must deliver to the Trustee an
Officers Certificate and an opinion of counsel, each
stating that all conditions precedent provided for relating to
the Legal Defeasance or the Covenant Defeasance have been
complied with.
Transfer
and Exchange
A Holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the
Indenture. The Company is not required to transfer or exchange
any Note selected for redemption. Also, the Company is not
required to transfer or exchange any Note for a period of
15 days before a selection of Notes to be redeemed.
The registered Holder of a Note will be treated as the owner of
it for all purposes.
Satisfaction
and Discharge
The Indenture will be discharged and will cease to be of further
effect (except as to surviving rights or registration of
transfer or exchange of the Notes, as expressly provided for in
the Indenture) as to all outstanding Notes when
(1) either
(a) all the Notes theretofore authenticated (except lost,
stolen or destroyed Notes which have been replaced or paid and
Notes for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust)
have been delivered to the Trustee for cancellation; or
(b) all Notes not theretofore delivered to the Trustee for
cancellation (1) have become due and payable or
(2) will become due and payable within one year, or are to
be called for redemption within one year, under arrangements
reasonable satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of
the Company, and the Company has irrevocably deposited or caused
to be deposited with the Trustee funds in an amount sufficient
to pay and discharge the entire Indebtedness on the Notes not
theretofore delivered to the Trustee for
42
cancellation, for principal of, premium, if any, and interest on
the Notes to the date of deposit together with irrevocable
instructions from the Company directing the Trustee to apply
such funds to the payment thereof at maturity or redemption, as
the case may be;
(2) the Company has paid all other sums payable under the
Indenture by the Issuer; and
(3) the Company has delivered to the Trustee an
officers certificate and an opinion of counsel stating
that all conditions precedent under the Indenture relating to
the satisfaction and discharge of the Indenture have been
complied with.
Amendment,
Supplement and Waiver
Except as provided in the next two succeeding paragraphs, the
Indenture, the Notes or the Note Guarantees may be amended or
supplemented with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for,
Notes), and any existing Default or Event of Default or
compliance with any provision of the Indenture, the Notes or the
Note Guarantees may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Notes
(including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for,
Notes); provided, that without the consent of each Holder
affected, an amendment or waiver may not (with respect to any
Notes held by a nonconsenting Holder):
(i) reduce the principal amount of Notes whose Holders must
consent to an amendment, supplement or waiver;
(ii) reduce the principal of or change the fixed maturity
of any Note or alter the provisions with respect to the
redemption of the Notes (other than provisions relating to the
covenants described above under the caption
Repurchase at the Option of Holders);
(iii) reduce the rate of or change the time for payment of
interest on any Note;
(iv) waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest on the Notes
(except a rescission of acceleration of the Notes by the Holders
of at least a majority in aggregate principal amount of the
Notes and a waiver of the payment default that resulted from
such acceleration);
(v) make any Note payable in money other than that stated
in the Notes;
(vi) make any change in the provisions of the Indenture
relating to waivers of past Defaults or the rights of Holders of
Notes to receive payments of principal of or premium, if any, or
interest on the Notes;
(vii) after the Companys obligation to purchase Notes
arises under the Indenture, amend, change or modify in any
material respect the obligation of the Company to make and
consummate a Change of Control Offer in the event of a Change of
Control or make and consummate an Asset Sale Offer with respect
to any Asset Sale that has been consummated or modify any of the
provisions or definitions with respect thereto;
(viii) make any change in the subordination provisions of
the Indenture that would adversely affect the Holders of Notes;
(ix) release any Guarantor that is a Significant Subsidiary
from any of its obligations under its Note Guarantee or the
Indenture otherwise than in accordance with the terms of the
Indenture; or
(x) make any change in the foregoing amendment and waiver
provisions.
However, no amendment may be made to the subordination and legal
and covenant defeasance provisions of the Indenture that would
adversely affect the rights of any holder of Designated Senior
Debt then outstanding unless the holders of such Designated
Senior Debt (or a representative thereof authorized to give
consent) consents to such amendment.
43
The consent of the Holders is not necessary under the Indenture
to approve the particular form of any proposed amendment, waiver
or consent. It is sufficient if the consent approves the
substance of the proposed amendment, waiver or consent.
Notwithstanding the foregoing, without the consent of any Holder
of Notes, the Company and the Trustee may amend or supplement
the Indenture or the Notes (i) to cure any ambiguity,
defect or inconsistency, (ii) to provide for uncertificated
Notes in addition to or in place of certificated Notes,
(iii) to provide for the assumption of the Companys
obligations to Holders of Notes in the case of a merger or
consolidation or sale of all or substantially all of the
Companys assets, (iv) to make any change that would
provide any additional rights or benefits to the Holders of
Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, (v) to comply with
requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the
Trust Indenture Act, (vi) to conform the text of the
Indenture, the Note Guarantees or the Notes to any provision of
this Description of the Exchange Notes to the extent that such
provision in the Indenture was intended to be a verbatim
recitation of a provision of this Description of the Exchange
Notes, the Note Guarantees or the Notes, (vii) to provide
for the issuance of additional Notes in accordance with the
limitations set forth in the Indenture as of the date of the
Indenture, (viii) to allow any Guarantor to execute a
supplemental Indenture
and/or a
Note Guarantee, or (ix) to comply with the rules of any
applicable securities depository, (x) to add a co-issuer or
co-obligor of the Notes or (xi) to evidence and provide for
the acceptance of appointment by a successor Trustee in
accordance with the applicable provisions of the indenture.
Concerning
the Trustee
The Indenture contains certain limitations on the rights of the
Trustee, should it become a creditor of the Company, to obtain
payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or
otherwise. The Trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest
it must eliminate such conflict within 90 days, apply to
the Commission for permission to continue or resign.
The Holders of a majority in principal amount of the then
outstanding Notes will have the right to direct the time, method
and place of conducting any proceeding for exercising any remedy
available to the Trustee, subject to certain exceptions. The
Indenture provides that if an Event of Default shall occur
(which shall not be cured), the Trustee will be required, in the
exercise of its power, to use the degree of care of a prudent
person in the conduct of such persons own affairs. Subject
to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the
request of any Holder of Notes, unless such Holder shall have
offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense.
Certain
Definitions
Set forth below are certain defined terms used in the Indenture.
Reference is made to the Indenture for a full disclosure of all
such terms, as well as any other capitalized terms used herein
for which no definition is provided.
Acquired Debt means, with respect to any specified
Person, (i) (a) Indebtedness of any other Person existing
at the time such other Person is merged or consolidated with or
into or becomes a Subsidiary of such specified Person or
(b) assumed by such specified Person in connection with an
acquisition of any Equity Interests or assets of such other
Person, including, without limitation, Indebtedness incurred in
connection with, or in contemplation of, such other Person
merging or consolidating with or into or becoming a Subsidiary
of such specified Person, and (ii) Indebtedness secured by
a Lien encumbering any asset acquired by such specified Person.
Affiliate of any specified Person means any other
Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified
Person. For purposes of this definition, control
(including, with correlative meanings, the terms
controlling, controlled by and
under common control with), as used with respect to
any Person, shall mean the possession, directly or indirectly,
of the
44
power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control.
Applicable Premium means, with respect to a note on
any redemption date, the excess of (A) the present value at
such time of (i) the redemption price of such note at
March 15, 2012 plus (ii) all remaining interest
payments due on such note through and including March 15,
2012 (excluding any interest accrued to the redemption date),
discounted on a semi-annual basis (assuming a
360-day year
consisting of twelve
30-day
months) from March 15, 2012 to the redemption date using a
discount rate equal to the Applicable Treasury Rate plus
50 basis points, over (B) the principal amount of such
note; provided that in no event shall the Applicable
Premium be less than zero.
Applicable Treasury Rate for any redemption date,
means the yield to maturity at the time of computation of United
States Treasury securities with a constant maturity (as compiled
and published in the most recent Federal Reserve Statistical
Release H.15(519) that has become publicly available at least
two Business Days prior to the redemption date of such note (or,
if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to
the period from the redemption date to March 15, 2012;
provided, however, that if the period from the redemption
date to March 15, 2012 is not equal to the constant
maturity of a United States Treasury security for which a weekly
average yield is given, the Applicable Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of United
States Treasury securities for which such yields are given
except that if the period from the redemption date to
March 15, 2012 is less than one year, the weekly average
yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.
Asset Acquisition means, with respect to any Person,
(1) an Investment by such Person or any Restricted
Subsidiary of such Person in any third Person pursuant to which
such third Person shall become a Restricted Subsidiary of such
Person or any Restricted Subsidiary of such Person, or shall be
merged with or into such Person or any Restricted Subsidiary of
such Person, or (2) the acquisition by such Person or any
Restricted Subsidiary of such Person of the assets of any third
Person (other than a Restricted Subsidiary of such Person) which
constitute all or substantially all of the assets of such third
Person or comprises any division or line of business of such
third Person or any other properties or assets of such third
Person other than in the ordinary course of business.
Asset Sale means (i) the sale, lease,
conveyance or other disposition of any assets or rights
(including, without limitation, by way of a sale and leaseback),
in each case other than in the ordinary course of business
(provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the
Company and its Subsidiaries taken as a whole will be governed
by the provisions of the Indenture described above under the
caption Change of Control
and/or the
provisions described above under the
caption Merger, Consolidation, or Sale of
Assets and not by the provisions of the Asset Sale
covenant), and (ii) the issue or sale by the Company or any
of its Subsidiaries of Equity Interests of any of the
Companys Restricted Subsidiaries other than
directors qualifying shares or shares required by
applicable law to be held by a Person other than the Company or
a Restricted Subsidiary, in the case of either clause (i)
or (ii), whether in a single transaction or a series of related
transactions (a) that have a fair market value in excess of
$2.0 million or (b) for net proceeds in excess of
$2.0 million. Notwithstanding the foregoing, the following
items shall not be deemed to be Asset Sales: (i) a
transfer, sale or other disposition of assets by the Company to
a Restricted Subsidiary or by a Restricted Subsidiary to the
Company or to another Restricted Subsidiary, (ii) an
issuance, sale, transfer or other disposition of Equity
Interests by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary, (iii) a Restricted Payment
that is permitted by the covenant described above under the
caption Restricted Payments or a Permitted
Investment, (iv) any sale, lease, sublease or other
disposition of assets that are no longer used, or are damaged,
worn-out or obsolete, by the Company or any of its Restricted
Subsidiaries; (v) issuance of Equity Interests by a
Restricted Subsidiary of the Company in which the Companys
percentage interest (direct and indirect) in the Equity
Interests of such Restricted Subsidiary, after giving effect to
such issuance, is at least equal to its percentage interest
prior thereto; (vi) the sale or other disposition of Cash
Equivalents or Marketable Securities; (vii) the sale,
lease,
45
sublease, license, sublicense or consignment of accounts
receivable, equipment, inventory, real property, or other assets
in the ordinary course of business, including leases or
subleases with respect to facilities which are temporarily not
in use or pending their disposition; (viii) trade or
exchange of assets of equivalent fair market value;
(ix) the licensing of intellectual property or other
general intangibles to third Persons on customary terms as
determined by the Board of Directors in good faith; (x) the
good faith surrender or waiver of contract rights or the
settlement, release or surrender of claims of any kind;
(xi) the sale or other disposal of property or assets
pursuant to the exercise of any remedies pursuant to the Credit
Agreement or the other security documents relating to any
Indebtedness permitted under the Indenture; (xii) sales of
Securitization Assets and related assets of the type specified
in the definition of Securitization Financing to a
Securitization Subsidiary in connection with any Qualified
Securitization Financing; (xiii) a transfer of
Securitization Assets and related assets of the type specified
in the definition of Securitization Financing (or a
fractional undivided interest therein) by a Securitization
Subsidiary in a Qualified Securitization Financing;
(xiv) creating or granting of Liens (and any sale or
disposition thereof or foreclosure thereon) not prohibited by
the Indenture; (xv) grants of credits or allowances in the
ordinary course of business and (xvi) condemnations on or
the taking by eminent domain of property or assets.
Attributable Debt in respect of a sale and leaseback
transaction means, at the time of determination, the present
value (discounted at the rate of interest implicit in such
transaction, determined in accordance with GAAP) of the
obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback
transaction (including any period for which such lease has been
extended.
Business Day means a day other than a Saturday,
Sunday or other day on which banking institutions in New York
are authorized or required by law to close.
Capital Interests means (i) in the case of a
corporation, corporate stock, (ii) in the case of an
association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated)
of corporate stock, (iii) in the case of a partnership or
limited liability company, partnership or membership interests
(whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets
of, the issuing Person (other than earn-outs or similar
consideration payable in connection with an acquisition).
Capital Lease Obligation means, at the time any
determination thereof is to be made, the amount of the liability
in respect of a capital lease that would at such time be
required to be capitalized on a balance sheet in accordance with
GAAP.
Cash Equivalents means:
(i) United States dollars;
(ii) securities issued or directly and fully guaranteed or
insured by (a) United States government, (ii) the
United Kingdom, (iii) any government of a member state of
the European Union whose currency is the euro or (iv) any
agency or instrumentality of any of the foregoing (provided
that the full faith and credit of the United States, the
United Kingdom or the applicable member state, as the case may
be, is pledged in support thereof), in each case having
maturities of not more than twelve months from the date of
acquisition;
(iii) certificates of deposit and eurodollar time deposits
with maturities of twelve months or less from the date of
acquisition, bankers acceptances with maturities not
exceeding twelve months and overnight bank deposits, in each
case with any lender party to the Credit Agreement or with any
commercial bank organized under the laws of the United States of
America or any state thereof or the District of Columbia or any
foreign country recognized by the United States of America
having capital and surplus, at the time of acquisition thereof,
in excess of $500 million (or foreign currency equivalent
thereof) and a Thompson Bank Watch Rating of B or
better;
(iv) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in
clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in
clause (iii) above;
46
(v) commercial paper having the highest rating obtainable
from Moodys Investors Service, Inc. or
Standard & Poors Rating Services, Inc. and in
each case maturing within twelve months after the date of
acquisition;
(vi) readily marketable direct obligations issued by any
state of the United States of America or any political
subdivision of any such state or any public instrumentality
thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition thereof, having one of
the two highest ratings obtainable from either
Standard & Poors Rating Services, Inc. or
Moodys Investors Service, Inc.;
(vii) in the case of any Restricted Subsidiary organized or
having its principal place of business outside the United
States, investments denominated in the currency of the
jurisdiction in which such Restricted Subsidiary is organized or
has its principal place of business which are similar to the
items specified in clauses (i) through (vi); and
(viii) money market funds at least 95% of the assets of
which constitute Cash Equivalents of the kinds described in
clauses (i) through (vii) of this definition.
Code means the Internal Revenue Code of 1986, as
amended.
Consolidated Cash Flow means, with respect to any
Person, for any period, the sum (without duplication) of:
(i) Consolidated Net Income; and
(ii) to the extent Consolidated Net Income has been reduced
thereby:
(a) all income taxes of such Person and its Restricted
Subsidiaries, paid or accrued in accordance with GAAP for such
period;
(b) Consolidated Interest Expense; and
(c) Consolidated Non-Cash Charges;
all as determined on a consolidated basis for such Person and
its Restricted Subsidiaries in accordance with GAAP.
Consolidated Interest Expense means, with respect to
any Person for any period, the sum of, without duplication, the
aggregate interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued and
whether or not capitalized (including, without limitation,
amortization of original issue discount, non-cash interest
payments, the interest component of any deferred payment
obligations, the interest component of all payments associated
with Capital Lease Obligations (paid, accrued
and/or
scheduled to be paid or accrued), imputed interest with respect
to Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers
acceptance financings, and net payments (if any) pursuant to
Hedging Obligations (including fees and premiums), but excluding
amortization of debt issuance costs, to the extent that any such
expense was deducted in computing such Consolidated Net Income
on a consolidated basis for such Person and its Restricted
Subsidiaries and determined in accordance with GAAP.
Consolidated Net Income means, with respect to any
Person, for any period, the aggregate net income (or loss) of
such Person and its Restricted Subsidiaries for such period on a
consolidated basis, determined in accordance with GAAP,
provided that there shall be excluded therefrom (without
duplication):
(1) gains or losses from Asset Sales (without regard to the
$2.0 million threshold set forth in the definition thereof)
or other dispositions, abandonments or reserves relating thereto
or the extinguishment of any Indebtedness, together with any
related provision for taxes on such gains or losses;
(2) any unusual, extraordinary or non-recurring gain, loss,
charge or expense, (including, without limitation, retention,
severance, systems establishment cost, excess pension charges,
contract termination restructuring costs and litigation
settlements or losses) together with any related provision for
taxes on such unusual, extraordinary or non-recurring gain,
loss, charge or expense;
47
(3) the net income or loss of any Person acquired prior to
the date it becomes a Restricted Subsidiary of the referent
Person or is merged or consolidated with the referent Person or
any Restricted Subsidiary of the referent Person, subject to
clause (5) below;
(4) solely for purpose of calculating Consolidated Net
Income to determine the amount of Restricted Payments permitted
under the covenant described under the caption Certain
CovenantsRestricted Payments, the net income (but
not loss) of any Subsidiary of the Company (excluding in the
case of the Company or any of its Restricted Subsidiaries, any
Restricted Subsidiary that is a Guarantor or a Foreign
Subsidiary) to the extent that the declaration of dividends or
similar distributions by that Subsidiary of that income is
restricted by a contract, operation of law or otherwise, except
to the extent that such net income is actually, or permitted to
be, paid to the Company or a Restricted Subsidiary thereof by
loans, advances, intercompany transfers, principal repayments or
otherwise;
(5) the net income of any Person, other than a Restricted
Subsidiary of the referent Person, except to the extent of cash
dividends or distributions paid to the referent Person or to a
Restricted Subsidiary of the referent Person by such Person;
(6) income or loss attributable to discontinued operation
(including, without limitation, operations disposed of during
such period whether or not such operations were classified as
discontinued);
(7) in the case of a successor to the referent Person by
consolidation or merger or as a transferee of the referent
Persons assets, any earnings of the successor corporation
prior to such consolidation, merger or transfer of assets;
(8) the cumulative effect of a change in accounting
principles;
(9) any non-cash compensation charges or other non-cash
expenses, or charges arising from the grant or issuance or
repricing of stock, stock options or other equity-based awards
or any amendment, modification, substitution or change of any
such stock, options or other equity-based awards;
(10) the effect of any non-cash items resulting from any
amortization,
write-up,
write-down or write-off of assets (including intangible assets,
goodwill and deferred financing costs in connection with the
Transactions or any future acquisition, disposition, merger,
consolidation or similar transaction or any other non-cash
impairment charges incurred subsequent to the date of the
Indenture resulting from the application of SFAS Nos. 141,
142 or 144 (excluding any such non-cash item to the extent that
it represents an accrual of or reverse for cash expenditures in
any future period except to the extent such item is subsequently
reversed));
(11) any net gain or loss resulting from Hedging
Obligations (including pursuant to the application of
SFAS No. 133);
(12) gains and losses due solely to fluctuations in
currency values and the related tax effects;
(13) non-cash losses, expenses and charges incurred in
connection with restructuring within the Company
and/or one
or more Restricted Subsidiaries, including in connection with
integration of acquired businesses or Persons, disposition of
one or more Subsidiaries or businesses, exiting of one or more
lines of businesses and relocation or consolidation of
facilities;
(14) any increase in amortization or depreciation or any
one time non-cash charges (such as capitalized manufacturing
profit in inventory) resulting from purchase accounting; and
(15) any amortization or write-offs of debt issuance or
deferred financing costs and premiums and prepayment penalties.
Consolidated Non-Cash Charges means, with respect to
any Person and its Restricted subsidiaries, for any period,
depreciation, amortization (including amortization of goodwill
and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) and other non-cash
charges, expenses or losses, including any impairment charges
and the impact of purchase accounting, such as the amortization
of inventory
step-up (but
excluding any such non-cash expense to the extent that it
represents an accrual of or
48
reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) of
any Person and its Subsidiaries for such period to the extent
that such depreciation, amortization and other non-cash expenses
were deducted in computing such Consolidated Net Income, minus
non-cash items increasing such Consolidated Net Income for such
period (other than accruals of revenue in the ordinary course of
business and reversals in such period of an accrual of, or
reserve for, a cash charge in another period) on a consolidated
basis for such Person and its Restricted Subsidiaries and
determined in accordance with GAAP.
Consolidated Total Assets means, as of any date, the
total assets of the Company and the Restricted Subsidiaries on a
consolidated basis (determined in accordance with GAAP) at the
end of the fiscal quarter immediately preceding such date.
Credit Agreement means the credit agreement in
effect on the Closing Date among the Company, Wachovia Bank,
National Association as agent and the lenders party thereto and
any related notes, collateral documents, letters of credit and
guarantees, including any appendices, exhibits or schedules to
any of the foregoing (as the same may be in effect from time to
time), in each case, as such agreements may be amended,
modified, renewed, refunded, replaced, restated, substituted,
refinanced, supplemented or restated from time to time (whether
with the original agents and lenders or other agents or lenders
or otherwise all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether
by the same or any other agent, lender or group of lenders.
Default means any event that is or with the passage
of time or the giving of notice or both would be an Event of
Default.
Designated Senior Debt means:
(1) any Indebtedness outstanding under the Credit
Agreement; and
(2) any other Senior Debt permitted under the indenture the
principal amount of which is $25.0 million or more and that
has been designated by the Company as Designated Senior
Debt.
Disqualified Interests means any Capital Interests
that, by its terms (or by the terms of any security into which
it is convertible, or for which it is exchangeable, at the
option of the holder thereof), or upon the happening of any
event (other than an event that would constitute a Change of
Control), (i) matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or
(ii) redeemable at the sole option of the Holder thereof
(except in each case, upon the occurrence of a Change of Control
or Asset Sale to the extent such Capital Interest is only
redeemable or exchangeable into Qualified Capital Interests), in
whole or in part, on or prior to the date on which the Notes
mature, for cash or is convertible into or exchangeable for debt
securities of the Company or its Subsidiaries at any time prior
to such date; provided, however, that only the portion of
Capital Interest which so matures or is mandatorily redeemable,
is so convertible or exchangeable or is so redeemable at the
option of the holder thereof prior to such dates shall be deemed
to be Disqualified Interests; provided, further however,
that any Capital Interests that would constitute Disqualified
Interests solely because the holders thereof have the right to
require the Company to repurchase or redeem such Capital
Interests upon the occurrence of a Change of Control or an Asset
Sale occurring prior to the Stated Maturity of the Notes shall
not constitute Disqualified Interests if any such requirement
only becomes operative after compliance with repurchase and
redemption terms applicable to the Notes, including the purchase
of any Notes tendered pursuant thereto.
Equity Interests means Capital Interests and all
warrants, options or other rights to acquire Capital Interests
(but excluding any debt security that is convertible into, or
exchangeable for, Capital Interests).
Fixed Charge Coverage Ratio means, with respect to
any Person, the ratio of total Consolidated Cash Flow of such
Person during the period of four consecutive fiscal quarters of
the Company (the Four Quarter Period) ending prior
to the date of the transaction giving rise to the need to
calculate the Fixed Charge Coverage Ratio for which financial
statements are available (the FCCR Transaction Date)
to Fixed Charges of such Person for the Four Quarter Period. In
addition to and without limitation of the foregoing, for
purposes
49
of this definition, Consolidated Cash Flow and Fixed Charges
shall be calculated after giving effect on a pro forma
basis for the period of such calculation to:
(1) the incurrence or repayment of any Indebtedness (but
without giving pro forma effect to any Indebtedness incurred on
such date of determination under paragraph (b) of the
covenant described under Certain CovenantsIncurrence
of Indebtedness) of such Person or any of its Restricted
Subsidiaries, or the issuance or redemption of any preferred
stock by such Person or any of its Restricted Subsidiaries (in
each case, and the application of the proceeds thereof) giving
rise to the need to make such calculation and any incurrence or
repayment of other Indebtedness (or the issuance or redemption
or other repayment of any other preferred stock) by such Person
or any of its Restricted Subsidiaries (in each case, and the
application of the proceeds thereof), other than the incurrence
or repayment of Indebtedness in the ordinary course of business
for working capital purposes pursuant to working capital
facilities, occurring during the Four Quarter Period or at any
time subsequent to the last day of the Four Quarter Period and
on or prior to the FCCR Transaction Date, as if such incurrence
or repayment, as the case may be (and the application of the
proceeds thereof), occurred on the first day of the Four Quarter
Period; and
(2) any asset sales or other dispositions or Asset
Acquisitions (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as
a result of such Person or one of its Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a
result of the Asset Acquisition) incurring, assuming or
otherwise liable for Acquired Debt and also including any
Consolidated Cash Flow attributable to-the assets which are the
subject of the Asset Acquisition or asset sale or other
disposition during the Four Quarter Period) occurring during the
Four Quarter Period or at any time subsequent to the last day of
the Four Quarter Period and on or prior to the FCCR Transaction
Date, as if such asset sale or other disposition or Asset
Acquisition (including the incurrence, assumption or liability
for any such Indebtedness) occurred on the first day of the Four
Quarter Period.
In calculating Fixed Charges attributable to interest on any
Indebtedness computed on a pro forma basis, (a) interest on
outstanding Indebtedness determined on a fluctuating basis as of
the FCCR Transaction Date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed
rate per annum equal to the rate of interest on such
Indebtedness in effect on the FCCR Transaction Date; (b) if
interest on any Indebtedness actually incurred on the FCCR
Transaction Date may optionally be determined at an interest
rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rates, then the
interest rate in effect on the FCCR Transaction Date will be
deemed to have been in effect during the four-quarter period;
and (c) notwithstanding clause (a) above, interest on
Indebtedness determined on a fluctuating basis, to the extent
such interest is covered by agreements relating to interest rate
swaps, caps or collars, shall be deemed to accrue at the rate
per annum resulting after giving effect to the operation of such
agreement.
Fixed Charges means, with respect to any Person for
any period, the sum, without duplication, of
(i) the Consolidated Interest Expense of such Person and
its Restricted Subsidiaries for such period, whether paid or
accrued; and
(ii) the product of (a) all cash dividend payments on
any series of Disqualified Interests of such Person or preferred
equity of such Person or any of its Restricted Subsidiaries paid
during such period to any Person other than such Person or any
of its Restricted Subsidiaries times (b) a fraction, the
numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal, in
each case, on a consolidated basis and in accordance with GAAP.
Foreign Subsidiaries means any Subsidiary of the
Company which was not formed under the laws of the United States
or any state of the United States or the District of Columbia
and any Subsidiary of such Person.
GAAP means generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such
other entity
50
as have been approved by a significant segment of the accounting
profession, as in effect on the date of the Indenture.
Guarantee means a guarantee (other than by
endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner
(including, without limitation, by way of a pledge of assets or
through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.
Guarantors means any Subsidiary of the Company or of
any co-issuer or co-obligor of the Notes that executes a Note
Guarantee in accordance with the provision of the Indenture, and
their respective successors and assigns.
Hedging Obligations means, with respect to any
specified Person, the obligations of such Person under
(i) interest rate swap agreements, interest rate cap
agreements, interest rate collar agreements and other agreements
or arrangements designed for the purpose of fixing, hedging or
swapping interest rate risk; (ii) commodity swap
agreements, commodity option agreements, forward contracts and
other agreements or arrangements designed for the purpose of
fixing, hedging or swapping commodity price risk; and
(iii) foreign exchange contracts, currency swap agreements
and other agreements or arrangements designed for the purpose of
fixing, hedging or swapping foreign currency exchange rate risk.
Heirs of any individual mean such individuals
estate, spouse, lineal relatives (including adoptive
descendants), administrator, committee or other personal
representative or other estate planning vehicle and any
custodian or trustee for the benefit of any spouse or lineal
relatives (including adoptive descendants) of such individual.
Holders means a Person in whose name a Note is
registered.
Indebtedness with respect to any Person, any
indebtedness of such Person, whether or not contingent,
(1) in respect of borrowed money, (2) evidenced by
bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof but
excluding Obligations with respect to letters of credit
(including trade letters of credit) to the extent such
Obligations are cash collateralized or such letters of credit
secure Obligations (other than obligations described above and
Obligations in connection with Capitalized Lease Obligations)
entered into in the ordinary course of business of such Person
and such letters of credit are not drawn upon or, if drawn upon,
to the extent any such drawing is reimbursed no later than three
Business Days following receipt by such Person of a demand for
reimbursement), (3) evidenced by bankers acceptances,
(4) representing Capital Lease Obligations,
(5) representing the balance deferred and unpaid of the
purchase price of any property (except (a) any portion
thereof that constitutes an accrued expense or trade payable,
(b) obligations to consignors to pay under normal trade
terms for consigned goods and (c) earn out obligations) or
representing any Hedging Obligations, (6) consisting of
Indebtedness of others secured by a Lien on any asset of such
Person (whether or not such Indebtedness is assumed by such
Person), (7) consisting of Attributable Debt and, to the
extent not otherwise included, (8) consisting of the
Guarantee by such Person of any Indebtedness of any other
Person, in each case (other than with respect to letters of
credit, Hedging Obligations, Guarantees of Indebtedness and
indebtedness of the type described in clause (6)) if and to the
extent would appear as a liability upon a balance sheet
(excluding footnotes thereto) of such Person prepared in
accordance with GAAP. The amount of any Indebtedness outstanding
as of any date shall be (i) the accreted value thereof, in
the case of any Indebtedness issued with original issue
discount, (ii) in the case of Indebtedness of others
secured by a Lien on any asset of the specified Person, the
lesser of (A) the fair market value of such asset on the
date on which Indebtedness is required to be determined pursuant
to the Indenture and (B) the amount of the Indebtedness so
secured; (iii) in the case of the guarantee by the
specified Person of any Indebtedness of any other Person, the
maximum liability to which the specified Person may be subject
upon the occurrence of the contingency giving rise to the
obligation; (iv) in the case of any Hedging Obligations,
the net amount payable if such Hedging Obligations were
terminated at that time due to default by such Person (after
giving effect to any contractually permitted set-off and
(v) the principal amount thereof, together with any
interest thereon that is more than 30 days past due, in the
case of any other Indebtedness. Indebtedness also includes all
Disqualified Interests issued by such Person with the amount of
Indebtedness represented by such Disqualified Interests being
equal to its maximum fixed repurchase price, but excluding
51
accrued dividends, if any. For purposes hereof, the
maximum fixed repurchase price of any Disqualified
Interests which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified
Interests as if such Disqualified Interests were purchased on
any date on which Indebtedness shall be required to be
determined pursuant to the Indenture, and if such price is based
upon, or measured by, the fair market value of such Disqualified
Interests, such fair market value shall be determined reasonably
and in good faith by the Board of Directors of the issuer of
such Disqualified Interests; provided that if such
Disqualified Interest is not then permitted to be repurchased,
the greater of the liquidation preference and the book value of
such Disqualified Interest. Notwithstanding the foregoing, in
connection with the Asset Acquisition or other purchase by the
Company or any Restricted Subsidiary of any business or assets
not in the ordinary course of business, the term
Indebtedness will exclude post closing payment
adjustments to which the seller may become entitled to the
extent such payment is determined by a final closing balance
sheet or such payment depends on the performance of such
business after the closing; provided, however, that at
the time of closing, the amount of any such payment is not
determinable and, to the extent such payment thereafter becomes
fixed and determined, the amount is paid within 30 days
thereafter.
Investment Grade Rating means a rating equal to or
higher than Baa3 (with stable or better outlook) (or the
equivalent) by Moodys and BBB− (with stable or
better outlook) (or the equivalent) by S&P, or an
equivalent rating by any other Rating Agency.
Investments means, with respect to any Person, all
investments by such Person in other Persons (including
Affiliates) in the form of direct or indirect loans (including
guarantees of Indebtedness or other obligations but excluding
any debt or extension of credit represented by a bank deposit
other than a time deposit), advances or capital contributions
(excluding extensions of credit to customers or advances,
deposits or payments to or with suppliers, lessors or utilities
or for workers compensation, in each case, in the ordinary
course of business and excluding commissions, travel and similar
advances to officers and employees made in the ordinary course
of business) and purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other
securities. If the Company or any Restricted Subsidiary of the
Company sells or otherwise disposes of any Equity Interests of
any Restricted Subsidiary of the Company such that, after giving
effect to any such sale or disposition, such Person is no longer
a Restricted Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale
or disposition equal to the fair market value of the Equity
Interests of such Restricted Subsidiary not sold or disposed of
in an amount determined as provided in the final paragraph of
the covenant described above under the caption
Restricted Payments. Except as otherwise
provided for herein, the amount of an investment shall be its
fair market value at the time the Investment is made and without
giving effect to subsequent changes in value.
Issue Date means, the date of initial issuance of
the Notes.
Lien means, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any
kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law (including any
conditional sale or other title retention agreement, any lease
in the nature thereof, any option or other agreement to sell or
give a security interest in and any filing of or agreement to
give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction).
Marketable Securities means any securities listed or
quoted on any national securities exchange that has registered
with the SEC pursuant to Section 6(a) of the Exchange Act,
or any designated offshore securities market as defined in
Regulation S under the Securities Act.
Net Proceeds means the aggregate cash proceeds
received by the Company or any of its Restricted Subsidiaries in
respect of any Asset Sale (including, without limitation, any
cash or Cash Equivalents received upon the sale or other
disposition or collection of any non-cash consideration received
in any Asset Sale), net of the direct costs relating to such
Asset Sale or disposition of such non-cash consideration,
including, without limitation, (i) legal, accounting and
investment banking fees, sales commissions, and any severance
and relocation expenses incurred as a result thereof,
(ii) all taxes paid or payable as a result thereof, in each
case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, (iii) amounts
applied to the repayment of Indebtedness (other than revolving
credit Indebtedness, unless there is a required reduction in
commitments) secured by a Lien on the asset or assets that were
the subject of such Asset Sale,
52
(iv) appropriate amounts to be provided by the Company or
any Restricted Subsidiary, as the case may be, as a reserve,
established in accordance with GAAP and (v) amounts
required to be paid to any Person (other than the Company or any
of its Restricted Subsidiaries) owing a beneficial interest in
the assets that are the subject of the Asset Sale.
New Convertible Subordinated Debentures means the
Companys new 4.00% Convertible Subordinated
Debentures due 2023, which contain a net share settlement
provision as described in the offering circular and were issued
in exchange for the Companys existing
4.00% Convertible Subordinated Debentures due 2023 in the
Companys exchange offer which closed on April 20,
2007.
Non-Recourse Debt means Indebtedness (i) as to
which neither the Company nor any of its Restricted Subsidiaries
(a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as a
guarantor or otherwise), or (c) constitutes the lender; and
(ii) as to which the explicit terms provide that there is
no recourse against any assets of the Company or any of its
Restricted Subsidiaries.
Obligations means any principal, interest,
penalties, fees, indemnifications, reimbursements, damages,
costs, expenses and other liabilities payable under the
documentation governing any Indebtedness.
Officer means the Chief Executive Officer, Chief
Financial Officer, any Vice President, the Treasurer, Chief
Accounting Officer or Secretary of the Company.
Officers Certificate means a certificate by
two Officers of the Company, one of whom is the principal
executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Company,
that meets the requirements set forth in the Indenture.
Permitted Investments means:
(a) any Investment in the Company or in a Restricted
Subsidiary of the Company;
(b) any Investment in Cash Equivalents or Marketable
Securities;
(c) any Investment by the Company or any Restricted
Subsidiary of the Company in a Person, if as a result of such
Investment (i) such Person becomes a Restricted Subsidiary
of the Company or (ii) such Person is merged, consolidated
or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the
Company or a Restricted Subsidiary of the Company;
(d) any Investment made as a result of the receipt of
non-cash consideration from an Asset Sale that was made pursuant
to and in compliance with the covenant described above under the
caption Repurchase at the option of
HoldersAsset Sales or any non-cash consideration
received in connection with a disposition of assets excluded
from the definition of Asset Sales;
(e) any acquisition of assets solely in exchange for the
issuance of Equity Interests (other than Disqualified Interests)
of the Company or any parent of the Company;
(f) Investments represented by guarantees that are
otherwise permitted under the Indenture;
(g) Investments existing on the Issue Date and any
modification, replacement, renewal or extension thereof;
provided that the amount of any such Investment may be
increased as otherwise permitted under the Indenture;
(h) Hedging Obligations entered into in the ordinary course
of the Companys or its Restricted Subsidiaries
businesses, consistent with past practice, and otherwise in
compliance with the Indenture;
(i) Investments in the Notes;
(j) Investments in securities of a Person received
(i) pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of such Person in
exchange for any other Investments, accounts receivable or other
claims against such Person or (ii) in good faith settlement
of delinquent obligations of a Person;
53
(k) advances to suppliers and customers in the ordinary
course of business;
(l) loans and advances, including advances for travel and
moving expenses, commission and payroll to employees and
consultants of the Company and its Restricted Subsidiaries (and
any guarantees of any such loans or advances) in the ordinary
course of business, for bona fide business purposes not in
excess of $1.0 million at any one time outstanding;
(m) any Investment in a Securitization Subsidiary or any
Investment by a Securitization Subsidiary in any other Person in
connection with a Qualified Securitization Financing, including,
without limitation, Investments of funds held in accounts
permitted or required by the arrangements governing such
Qualified Securitization Financing or any related Indebtedness;
provided, however, that any Investment in a
Securitization Subsidiary is in the form of a purchase money
note, contribution of additional Securitization Assets or an
equity interest; and
(n) stock, obligations or securities received in settlement
of debts created in the ordinary course of business and owing to
the Company or any Restricted Subsidiary or in satisfaction of
judgments;
(o) Investments consists of the licensing or contribution
of intellectual property pursuant to joint marketing
arrangements with other Persons;
(p) performance guarantees made in the ordinary course of
business;
(q) any Investments arising from agreements of the Company
or a Restricted Subsidiary of the Company providing for
adjustments of purchase price, deferred payment, earn-out or
similar obligations, in each case acquired in connection with
the disposition or acquisition of any business or assets of the
Company or a Restricted Subsidiary;
(r) Investments consisting of earnest money deposits
required in connection with a purchase agreement or other
acquisition;
(s) endorsements of negotiable instruments and documents in
the ordinary course of business; and
(t) other Investments in any Person having an aggregate
fair market value (measured on the date each such Investment was
made and without giving effect to subsequent changes in value),
when taken together with all other Investments made pursuant to
this clause (t) that are at the time outstanding, not to
exceed the greater of (i) $10.0 million and
(ii) 1.0% of Consolidated Total Assets of the Company,
provided, that if such Investment is in Capital Interests
of a Person that subsequently becomes a Restricted Subsidiary,
such Investment shall thereafter be deemed permitted under
clause (a) above and shall not be included as having been
made pursuant to this clause (t).
Permitted Junior Securities means unsecured debt or
equity securities of the Company or any Guarantor or any direct
or indirect parent of the Company or any successor corporation
issued pursuant to a plan of reorganization or readjustment, as
applicable, that are subordinated to the payment in full in cash
of all then-outstanding Senior Debt at least to the same extent
that the Notes are subordinated to the payment of all Senior
Debt of the Company or Note Guarantees are subordinated to the
payment in full in cash of all Senior Debt of such Guarantor, as
applicable, on the Issue Date, so long as to the extent that any
Senior Debt outstanding on the date of consummation of any such
plan of reorganization or readjustment is not paid in full in
cash on such date, the holders of any such Senior Debt not so
paid in full in cash have consented to the terms of such plan of
reorganization or readjustment.
Permitted Liens means:
(i) Liens securing Senior Debt;
(ii) Liens in favor of the Company or the Guarantors;
(iii) Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by clause (iv) of the third
paragraph of the covenant entitled Incurrence of
Indebtedness, which liens with respect solely to Capital
Lease Obligations and purchase money obligations and not
mortgage financings, shall
54
cover only the assets acquired, constructed, installed,
designed, or improved with the proceeds of such Indebtedness;
(iv) Liens upon specific items of inventory or other goods
and proceeds of any Person securing such Persons
obligations in respect of bankers acceptances issued or
created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods;
(v) Liens securing reimbursement obligations with respect
to commercial letters of credit which encumber documents and
other property relating to such letters of credit and products
and proceeds thereof;
(vi) Liens securing Hedging Obligations permitted by
clause (vii) of the second paragraph of the covenant
entitled Incurrence of Indebtedness;
(vii) Liens arising by reason of any judgment, decree or
order, but not giving rise to an Event of Default, so long as
such Lien is adequately bonded and any appropriate legal
proceedings which may have been duly initiated for the review of
such judgment decree on order shall not have been finally
terminated or the period within such proceedings may be
initiated shall not have expired;
(viii) Liens securing the Notes and all other monetary
obligations under the Indenture and the Note Guarantees;
(ix) Liens securing Permitted Refinancing Indebtedness
incurred to Refinance any Indebtedness which has been secured by
a Lien permitted under this definition and incurred in
accordance with the covenant Incurrence of
Indebtedness; provided that such Liens:
(i) taken as a whole are no less favorable to the Holders
and are not more favorable in any material respect to the
lienholders with respect to such Liens than the Liens in respect
of the Indebtedness being Refinanced; and (ii) do not
extend to or cover any property or assets of the Company or any
of its Restricted Subsidiaries not securing the Indebtedness so
Refinanced;
(x) Liens to secure additional Indebtedness permitted to be
incurred pursuant to clause (xii) of the definition of
Permitted Debt;
(xi) Liens existing on the Issue Date;
(xii) Precautionary financing statements filed with respect
to operating leases or other transactions not involving the
incurrence of Indebtedness;
(xiii) Liens securing Acquired Debt incurred in accordance
with the covenant entitled Limitation of
Indebtedness; provided that:
(a) such Liens secured such Acquired Debt at the time of
and prior to the incurrence of such Acquired Debt by the Company
or a Restricted Subsidiary of the Company and were not granted
in connection with, or in anticipation of, the incurrence of
such Acquired Debt by the Company or a Restricted Subsidiary of
the Company; and
(b) such Liens do not extend to or cover any property or
assets of the Company or any of its Restricted Subsidiaries
other than the property or assets that secured the Acquired Debt
prior to the time such indebtedness became Acquired Debt of the
Company or a Restricted Subsidiary of the Company and are no
more favorable in any material respect to the lienholders than
those securing the Acquired Debt prior to the incurrence of such
Acquired Debt by the Company or a Restricted Subsidiary of the
Company; and
(xiv) Liens on Securitization Assets and related assets of
the type specified in the definition of Securitization
Financing incurred in connection with any Qualified
Securitization Financing.
Permitted Refinancing Indebtedness means any
indebtedness of the Company or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of
which are used to repay, extend, refinance, renew,
55
redeem, replace, defease, discharge, refund or otherwise retire
for value other indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness);
provided that:
(i) the principal amount (or accreted value, if applicable)
of such Permitted Refinancing Indebtedness does not exceed the
principal amount of (or accreted value, if applicable), plus
fees, premiums, defeasance costs and accrued interest on, the
Indebtedness so repaid, extended, refinanced, renewed, redeemed,
replaced, defeased, discharged, refunded or retired for value
(plus the amount of reasonable expenses incurred in connection
therewith);
(ii) such Permitted Refinancing Indebtedness has a final
maturity date no earlier than the final maturity date of, and
has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being
repaid, extended, refinanced, renewed, redeemed, replaced,
defeased, discharged, refunded or retired for value; and
(iii) if the Indebtedness being repaid, extended,
refinanced, renewed, redeemed, replaced, defeased, discharged,
refunded or retired for value is subordinated in right of
payment to the Notes, or is Disqualified Interests, then the
Permitted Refinancing Indebtedness must have a final maturity
date later than the final maturity date of, and be subordinated
in right of payment to, the Notes on terms at least as favorable
to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed,
redeemed, replaced, defeased or refunded.
Qualified Capital Interest means a Capital Interest
that is not a Disqualified Interest.
Qualified Securitization Financing means any
Securitization Financing of a Securitization Subsidiary that
meets the following conditions: (i) the Board of Directors
of the Company shall have determined in good faith that such
Qualified Securitization Financing (including financing terms,
covenants, termination events and other provisions) is in the
aggregate economically fair and reasonable to the Company and
the Securitization Subsidiary, (ii) all sales of
Securitization Assets and related assets to the Securitization
Subsidiary are made at fair market value (as determined in good
faith by the Company) and (iii) the financing terms,
covenants, termination events and other provisions thereof shall
be market terms (as determined in good faith by the Company) and
may include Standard Securitization Undertakings. The grant of a
security interest in any Securitization Assets of the Company or
any of its Restricted Subsidiaries (other than a Securitization
Subsidiary) to secure Indebtedness under the Credit Agreement or
Permitted Refinancing Indebtedness with respect thereto shall
not be deemed a Qualified Securitization Financing.
Rating Agencies means Moodys and S&P or
if Moodys or S&P or both shall not make a rating on
the Notes publicly available, a nationally recognized
statistical rating agency or agencies, as the case may be,
selected by the Company which shall be substituted for
Moodys or S&P or both, as the case may be.
Representative means any agent or representative in
respect of any Designated Senior Debt; provided that if, and for
so long as, any Designated Senior Debt lacks such
representative, then the Representative for such Designated
Senior Debt shall at all times constitute the holders of a
majority in out-standing principal amount of such Designated
Senior Debt.
Restricted Investment means an Investment other than
a Permitted Investment.
Restricted Subsidiary of a Person means any
Subsidiary of the referent Person that is not an Unrestricted
Subsidiary.
Securitization Assets means any accounts receivable
or other revenue streams subject to a Qualified Securitization
Financing.
Securitization Fees means reasonable distributions
or payments made directly or by means of discounts with respect
to any participation interest issued or sold in connection with,
and other fees paid to a Person that is not a Securitization
Subsidiary in connection with any Qualified Securitization
Financing.
Securitization Financing means any transaction or
series of transactions that may be entered into by the Company
or any of its Subsidiaries pursuant to which the Company or any
of its Subsidiaries may sell, convey or otherwise transfer to
(a) a Securitization Subsidiary (in the case of a transfer
by the Company or any of its
56
Subsidiaries) and (b) any other Person (in the case of a
transfer by a Securitization Subsidiary), or may grant a
security interest in, any Securitization Assets (whether now
existing or arising in the future) of the Company or any of its
Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such Securitization Assets,
all contracts and all guarantees or other obligations in respect
of such Securitization Assets, proceeds of such Securitization
Assets and other assets which are customarily transferred or in
respect of which security interests are customarily granted in
connection with asset securitization transactions involving
Securitization Assets and any Hedging Obligations entered into
by the Company or any such Subsidiary in connection with such
Securitization Assets.
Securitization Repurchase Obligation means any
obligation of a seller of Securitization Assets in a Qualified
Securitization Financing to repurchase Securitization Assets
arising as a result of a breach of a representation, warranty or
covenant or otherwise, including, without limitation, as a
result of a receivable or portion thereof becoming subject to
any asserted defense, dispute, off set or counterclaim of any
kind as a result of any action taken by, any failure to take
action by or any other event relating to the seller.
Securitization Subsidiary means a Wholly Owned
Subsidiary of the Company (or another Person formed for the
purposes of engaging in a Qualified Securitization Financing in
which the Company or any Subsidiary of the Company makes an
Investment and to which the Company or any Subsidiary of the
Company transfers Securitization Assets and related assets)
which engages in no activities other than in connection with the
financing of Securitization Assets of the Company or its
Subsidiaries, all proceeds thereof and all rights (contingent
and other), collateral and other assets relating thereto, and
any business or activities incidental or related to such
business, and which is designated by the Board of Directors of
the Company or such other Person (as provided below) as a
Securitization Subsidiary and (a) no portion of the
Indebtedness or any other obligations (contingent or otherwise)
of which (i) is guaranteed by the Company or any other
Subsidiary of the Company (excluding guarantees of obligations
(other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings), (ii) is
recourse to or obligates the Company or any other Subsidiary of
the Company in any way other than pursuant to Standard
Securitization Undertakings or (iii) subjects any property
or asset of the Company or any other Subsidiary of the Company,
directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard
Securitization Undertakings, (b) with which neither the
Company nor any other Subsidiary of the Company has any material
contract, agreement, arrangement or understanding other than on
terms which the Company reasonably believes to be no less
favorable to either the Company or such Subsidiary than those
that might be obtained at the time from Persons that are not
Affiliates of the Company and (e) to which neither the
Company nor any other Subsidiary of the Company has any
obligation to maintain or preserve such entitys financial
condition or cause such entity to achieve certain levels of
operating results. Any such designation by the Board of
Directors of the Company or such other Person shall be evidenced
to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Company or such
other Person giving effect to such designation and an
Officers Certificate certifying that such designation
complied with the foregoing conditions.
Senior Debt means the principal of, premium, if any,
and interest (including any interest accruing after the
commencement of any bankruptcy proceeding at the rate provided
for in the documentation with respect thereto, whether or not
such interest is an allowed or allowable claim under applicable
law) on any Indebtedness of the Company or any Guarantor,
whether outstanding on the date of the Indenture or thereafter
created, incurred or assumed, unless, in the case of any
particular obligation, the instrument creating or evidencing the
same or pursuant to which the same is outstanding expressly
provides that such obligation shall be subordinate or pari
passu in right of payment to the Notes or the Note Guarantee
of such Guarantor, as applicable. Without limiting the
generality of the foregoing, Senior Debt shall also
include the principal of, premium, if any, interest (including
any interest accruing after the commencement of any bankruptcy
proceeding at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed or
allowable claim under applicable law) on, and all other amounts
owing in respect of (including guarantees of the foregoing
obligations):
(1) all monetary obligations of every nature of the Company
or any Guarantor under, or with respect to, the Credit
Agreement, including, without limitation, obligations to pay
principal, premium and interest,
57
reimbursement obligations under letters of credit, fees,
expenses and indemnities (and guarantees thereof); and
(2) all Hedging Obligations (and guarantees thereof),
in each case whether outstanding on the date of the indenture or
thereafter incurred.
Significant Subsidiary means any Subsidiary that
would be a significant subsidiary as defined in
Article 1,
Rule 1-02
of
Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation
is in effect on the date of the Indenture.
Specified Asset Sale means any sale-leaseback of
North American assets generating proceeds to the Company
and/or its
Restricted Subsidiaries of not less than $65.0 million.
Standard Securitization Undertakings means
representations, warranties, covenants and indemnities entered
into by the Company or any Subsidiary of the Company which the
Company has determined in good faith to be customary in a
Securitization Financing, including, without limitation, those
relating to the servicing of the assets of a Securitization
Subsidiary, it being understood that any Securitization
Repurchase Obligation shall be deemed to be a Standard
Securitization Undertaking.
Stated Maturity means, with respect to any
installment of interest or principal on any series of
Indebtedness, the date on which such payment of interest or
principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such
interest or principal prior to the date originally scheduled for
the payment thereof.
Subsidiary means, with respect to any Person,
(i) any corporation, association or other business entity
of which more than 50% of the total voting power of shares of
Capital Interests entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly
or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof) and
(ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners
of which are such Person or of one or more Subsidiaries of such
Person (or any combination thereof).
Trading Day means, with respect to any Marketable
Securities, a day on which the principal United States or
foreign securities exchange on which such security is listed or
admitted to trading, or the Nasdaq National Market if such
security is not listed or admitted to trading on any such
securities exchange, as applicable, is open for the transaction
of business (unless such trading shall have been suspended for
the entire day).
Unrestricted Subsidiary means any Subsidiary that is
designated by the Board of Directors as an Unrestricted
Subsidiary pursuant to a Board Resolution, but only to the
extent that such Subsidiary at the time of designation:
(a) has no Indebtedness other than Non-Recourse Debt;
(b) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the
Company;
(c) is a Person with respect to which neither the Company
nor any of its Restricted Subsidiaries has any direct or
indirect obligation (x) to subscribe for additional Equity
Interests or (y) to maintain or preserve such Persons
financial condition or to cause such Person to achieve any
specified levels of operating results; and
(d) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Company or
any of its Restricted Subsidiaries unless such guarantee or
credit support is released upon its designation as an
Unrestricted Subsidiary.
58
Any such designation by the Board of Directors shall be
evidenced to the Trustee by filing with the Trustee a certified
copy of the Board Resolution giving effect to such designation
and an Officers Certificate certifying that such
designation complied with the foregoing conditions and was
permitted by the covenant described above under the caption
Certain CovenantsRestricted Payments. If, at
any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes
of the Indenture and any Indebtedness of such Subsidiary shall
be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not
permitted to be incurred as of such date under the covenant
described under the caption Incurrence of
Indebtedness, the Company shall be in default of such
covenant). The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be
deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of
such Unrestricted Subsidiary and such designation shall only be
permitted if (i) such Indebtedness is permitted under the
covenant described under the caption Certain
CovenantsIncurrence of Indebtedness, calculated on a
pro forma basis as if such designation had occurred at the
beginning of the Four Quarter Period, and (ii) no Default
or Event of Default would be in existence following such
designation; and provided, further, that, to the extent
applicable, the Company shall cause such Subsidiary to comply
with the covenant described above under the caption
Certain CovenantsSubsidiary Guarantees.
Voting Stock of any Person as of any date means the
Capital Interests of such Person that is at the time entitled to
vote in the election of the Board of Directors of such Person.
Weighted Average Life to Maturity means, when
applied to any Indebtedness at any date, the number of years
obtained by dividing (i) the sum of the products obtained
by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in
respect thereof, by (b) the number of years (calculated to
the nearest one-twelfth) that will elapse between such date and
the making of such payment, by (ii) the then outstanding
principal amount of such Indebtedness.
Wholly-Owned Restricted Subsidiary of any Person
means a Restricted Subsidiary of such Person all of the
outstanding Capital interests or other ownership interests of
which (other than directors qualifying shares) shall at
the time be owned by such Person or by one or more Wholly-Owned
Restricted Subsidiaries of such Person.
Book-Entry
Delivery and Form
Notes will be issued in registered, global form in minimum
denominations of $1,000 and integral multiples of $1,000 in
excess thereof. Except as set forth below, the Global Notes may
be transferred, in whole and not in part, only to another
nominee of DTC or to a successor of DTC or its nominee.
Beneficial interests in the Global Notes may not be exchanged
for notes in certificated form except in the limited
circumstances described below.
Depository
Procedures
The following description of the operations and procedures of
DTC, Euroclear and Clearstream are provided solely as a matter
of convenience. These operations and procedures are solely
within the control of the respective settlement systems and are
subject to changes by them. The Company takes no responsibility
for these operations and procedures and urges investors to
contact the systems or their participants directly to discuss
these matters.
DTC has advised the Company that DTC is a limited-purpose trust
company created to hold securities for its participating
organizations (collectively, the Participants) and
to facilitate the clearance and settlement of transactions in
those securities between Participants through electronic
book-entry changes in accounts of its Participants. The
Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other
organizations. Access to DTCs system is also available to
other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial
relationship with a Participant,
59
either directly or indirectly (collectively, the Indirect
Participants). Persons who are not Participants may
beneficially own securities held by or on behalf of DTC only
through the Participants or the Indirect Participants. The
ownership interests in, and transfers of ownership interests in,
each security held by or on behalf of DTC are recorded on the
records of the Participants and Indirect Participants.
DTC has also advised the Company that, pursuant to procedures
established by it:
(1) upon deposit of the Global Notes, DTC will credit the
accounts of Participants with portions of the principal amount
of the Global Notes; and
(2) ownership of these interests in the Global Notes will
be shown on, and the transfer of ownership thereof will be
effected only through, records maintained by DTC (with respect
to the Participants) or by the Participants and the Indirect
Participants (with respect to other owners of beneficial
interest in the Global Notes).
Investors in the Global Notes who are Participants in DTCs
system may hold their interests therein directly through DTC.
Investors in the Global Notes who are not Participants may hold
their interests therein indirectly through organizations
(including Euroclear and Clearstream) which are Participants in
such system. All interests in a Global Note, including those
held through Euroclear or Clearstream, may be subject to the
procedures and requirements of DTC. Those interests held through
Euroclear or Clearstream may also be subject to the procedures
and requirements of such systems. The laws of some states
require that certain persons take physical delivery in
definitive form of securities that they own. Consequently, the
ability to transfer beneficial interests in a Global Note to
such persons will be limited to that extent. Because DTC can act
only on behalf of Participants, which in turn act on behalf of
Indirect Participants, the ability of a person having beneficial
interests in a Global Note to pledge such interests to persons
that do not participate in the DTC system, or otherwise take
actions in respect of such interests, may be affected by the
lack of a physical certificate evidencing such interests.
Except as described below, owners of interests in the Global
Notes will not have notes registered in their names, will not
receive physical delivery of notes in certificated form and will
not be considered the registered owners or Holders
thereof under the Indenture for any purpose.
Payments in respect of the principal of, and interest and
premium and additional interest, if any, on a Global Note
registered in the name of DTC or its nominee will be payable to
DTC in its capacity as the registered Holder under the
Indenture. Under the terms of the Indenture, the Company and the
Trustee will treat the persons in whose names the notes,
including the Global Notes, are registered as the owners thereof
for the purpose of receiving payments and for all other
purposes. Consequently, neither the Company, the Trustee nor any
agent of the Company or the Trustee has or will have any
responsibility or liability for:
(1) any aspect of DTCs records or any
Participants or Indirect Participants records
relating to or payments made on account of beneficial ownership
interest in the Global Notes or for maintaining, supervising or
reviewing any of DTCs records or any Participants or
Indirect Participants records relating to the beneficial
ownership interests in the Global Notes; or
(2) any other matter relating to the actions and practices
of DTC or any of its Participants or Indirect Participants.
DTC has advised the Company that its current practice, upon
receipt of any payment in respect of securities such as the
Notes (including principal and interest), is to credit the
accounts of the relevant Participants with the payment on the
payment date unless DTC has reason to believe it will not
receive payment on such payment date. Each relevant Participant
is credited with an amount proportionate to its beneficial
ownership of an interest in the principal amount of the relevant
security as shown on the records of DTC. Payments by the
Participants and the Indirect Participants to the beneficial
owners of Notes will be governed by standing instructions and
customary practices and will be the responsibility of the
Participants or the Indirect Participants and will not be the
responsibility of DTC, the Trustee or the Company. Neither the
Company nor the Trustee will be liable for any delay by DTC or
any of its Participants in identifying the beneficial owners of
the Notes, and the Company and the Trustee may conclusively rely
on and will be
60
protected in relying on instructions from DTC or its nominee for
all purposes. Transfers between Participants in DTC will be
effected in accordance with DTCs procedures, and will be
settled in
same-day
funds, and transfers between participants in Euroclear and
Clearstream will be effected in accordance with their respective
rules and operating procedures.
Subject to compliance with the transfer restrictions applicable
to the notes described herein, crossmarket transfers between the
Participants in DTC, on the one hand, and Euroclear or
Clearstream participants, on the other hand, will be effected
through DTC in accordance with DTCs rules on behalf of
Euroclear or Clearstream, as the case may be, by its respective
depositary; however, such cross-market transactions will require
delivery of instructions to Euroclear or Clearstream, as the
case may be, by the counterparty in such system in accordance
with the rules and procedures and within the established
deadlines (Brussels time) of such system. Euroclear or
Clearstream, as the case may be, will, if the transaction meets
its settlement requirements, deliver instructions to its
respective depositary to take action to effect final settlement
on its behalf by delivering or receiving interests in the
relevant Global Note in DTC, and making or receiving payment in
accordance with normal procedures for
same-day
funds settlement applicable to DTC. Euroclear participants and
Clearstream participants may not deliver instructions directly
to the depositories for Euroclear or Clearstream.
DTC has advised the Company that it will take any action
permitted to be taken by a Holder of Notes only at the direction
of one or more Participants to whose account DTC has credited
the interests in the Global Notes and only in respect of such
portion of the aggregate principal amount of the Notes as to
which such Participant or Participants has or have given such
direction. However, if there is an Event of Default under the
Notes, DTC reserves the right to exchange the Global Notes for
legended notes in certificated form, and to distribute such
notes to its Participants.
Although DTC, Euroclear and Clearstream have agreed to the
foregoing procedures to facilitate transfers of interests in the
Global Notes among participants in DTC, Euroclear and
Clearstream, they are under no obligation to perform or to
continue to perform such procedures, and may discontinue such
procedures at any time. Neither the Company nor the Trustee nor
any of their respective agents will have any responsibility for
the performance by DTC, Euroclear or Clearstream or their
respective participants or indirect participants of their
respective obligations under the rules and procedures governing
their operations.
Exchange
of Global Notes for Certificated Notes
A Global Note is exchangeable for definitive notes in registered
certificated form (Certificated Notes) if:
(1) DTC (a) notifies the Company that it is unwilling
or unable to continue as depositary for the Global Notes and the
Company fails to appoint a successor depositary within
90 days or (b) has ceased to be a clearing agency
registered under the Exchange Act;
(2) there shall have occurred and be continuing a Default
or Event of Default with respect to the Notes.
In addition, beneficial interests in a Global Note may be
exchanged for Certificated Notes upon prior written notice given
to the Trustee by or on behalf of DTC in accordance with the
Indenture. In all cases, Certificated Notes delivered in
exchange for any Global Note or beneficial interests in Global
Notes will be registered in the names, and issued in any
approved denominations, requested by or on behalf of the
depositary (in accordance with its customary procedures).
Same
Day Settlement and Payment
The Company will make payments in respect of the Notes
represented by the Global Notes (including principal, premium,
if any, and interest, if any) by wire transfer of immediately
available funds to the accounts specified by the Global Note
Holder. The Company will make all payments of principal,
interest and premium with respect to Certificated Notes by wire
transfer of immediately available funds to the accounts
specified by the Holders thereof or, if no such account is
specified, by mailing a check to each such Holders
registered
61
address. The Notes represented by the Global Notes are expected
to be eligible to trade in The Portal Market and to trade in
DTCs
Same-Day
Funds Settlement System, and any permitted secondary market
trading activity in such Notes will, therefore, be required by
DTC to be settled in immediately available funds. The Company
expects that secondary trading in any Certificated Notes will
also be settled in immediately available funds.
Because of time zone differences, the securities account of a
Euroclear or Clearstream participant purchasing an interest in a
Global Note from a Participant in DTC will be credited, and any
such crediting will be reported to the relevant Euroclear or
Clearstream participant, during the securities settlement
processing day (which must be a business day for Euroclear and
Clearstream) immediately following the settlement date of DTC.
DTC has advised the Company that cash received in Euroclear or
Clearstream as a result of sales of interests in a Global Note
by or through a Euroclear or Clearstream participant to a
Participant in DTC will be received with value on the settlement
date of DTC but will be available in the relevant Euroclear or
Clearstream cash account only as of the business day for
Euroclear or Clearstream following DTCs settlement date.
62
MATERIAL
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material United States federal
income tax consequences relating to the exchange of old notes
for exchange notes in the exchange offer. It does not contain a
complete analysis of all of the potential tax consequences
relating to the exchange. This summary is limited to holders of
old notes who hold the old notes as capital assets
(in general, assets held for investment). Special situations,
such as the following, are not addressed:
|
|
|
|
|
tax consequences to holders who may be subject to special tax
treatment, such as tax-exempt entities, dealers in securities or
currencies, banks, other financial institutions, insurance
companies, regulated investment companies, traders in securities
that elect to use a mark-to-market method of accounting for
their securities holdings or corporations that accumulate
earnings to avoid U.S. federal income tax;
|
|
|
|
tax consequences to persons holding notes as part of a hedging,
integrated, constructive sale or conversion transaction or a
straddle or other risk reduction transaction;
|
|
|
|
tax consequences to holders whose functional
currency is not the U.S. dollar;
|
|
|
|
tax consequences to persons who hold notes through a partnership
or similar pass-through entity;
|
|
|
|
U.S. federal gift tax, estate tax (except as to
non-United
States holders) or alternative minimum tax consequences, if
any; or
|
|
|
|
any state, local or foreign tax consequences.
|
The discussion below is based upon the provisions of the
Internal Revenue Code of 1986, as amended, existing and proposed
Treasury regulations promulgated thereunder, and rulings,
judicial decisions and administrative interpretations
thereunder, as of the date hereof. Those authorities may be
changed, perhaps retroactively, so as to result in
U.S. federal income tax consequences different from those
discussed below.
Consequences
of Tendering Old Notes
The exchange of old notes for exchange notes pursuant to the
exchange offer should not constitute an exchange for
federal income tax purposes because the exchange notes should
not be considered to differ materially in kind or extent from
the old notes. Rather, the exchange notes received by a holder
should be treated as a continuation of the old notes in the
hands of such holder. Accordingly, there should be no federal
income tax consequences to holders exchanging old notes for
exchange notes pursuant to the exchange offer. For example,
there should be no change in exchanging holders tax basis,
and their holding period should carry over to the exchange
notes. In addition, the federal income tax consequences of
holding and disposing of the exchange notes should be the same
as those applicable to the old notes.
63
PLAN OF
DISTRIBUTION
Each broker-dealer that receives exchange notes for its own
account pursuant to the exchange offer must acknowledge that it
will deliver a prospectus in connection with any resale of such
exchange notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer
in connection with resales of exchange notes received in
exchange for old notes where such old notes were acquired as a
result of market-making activities or other trading activities.
We have agreed that, for a period of 180 days after the
expiration of the exchange offer, we will make this prospectus,
as amended or supplemented, available to any broker-dealer for
use in connection with any such resales. In addition,
until ,
2007 (90 days after the date of this prospectus), all
broker-dealers effecting transactions in the exchange notes may
be required to deliver a prospectus.
We will not receive any proceeds from any sale of exchange notes
by broker-dealers. Exchange notes received by broker-dealers for
their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the
writing of options on the exchange notes or a combination of
such methods of resale. These resales may be made at market
prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer or the
purchasers of any such exchange notes. Any broker-dealer that
resells exchange notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer
that participates in a distribution of such exchange notes may
be deemed to be an underwriter within the meaning of
the Securities Act, and any profit on any such resale of
exchange notes and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation
under the Securities Act. The letter of transmittal delivered
with this prospectus states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not
be deemed to admit that it is an underwriter within
the meaning of the Securities Act.
For a period of 180 days after the expiration of the
exchange offer, we will promptly send additional copies of this
prospectus and any amendment or supplement to this prospectus to
any broker-dealer that requests such documents. We have agreed
to pay all expenses incident to the performance of our
obligations in connection with the exchange offer. We will
indemnify the holders of the exchange notes (including any
broker-dealer) against certain liabilities, including
liabilities under the Securities Act.
64
USE OF
PROCEEDS
We will not receive any cash proceeds from the issuance of the
exchange notes in the exchange offer. In consideration for
issuing the exchange notes, we will receive in exchange old
notes in like principal amount. The form and terms of the
exchange notes are identical in all material respects to the
form and terms of the old notes, except that the transfer
restrictions, registration rights and rights to additional
interest applicable to the old notes do not apply to the
exchange notes. The old notes surrendered in exchange for the
exchange notes will be retired and canceled and cannot be
reissued. Accordingly, issuance of the exchange notes will not
result in any increase in our outstanding debt.
On March 16, 2007, we issued and sold the old notes. The
net proceeds from the sale of the old notes were used to finance
the acquisition of LTK Wiring Company Limited and certain of its
affiliates, repay existing indebtedness incurred under our
senior secured credit facility, pay related fees and expenses
and for general corporate purposes.
65
LEGAL
MATTERS
The validity of the exchange notes and the enforceability of
obligations under the exchange notes and guarantees will be
passed upon for us by Kirkland & Ellis LLP, New York,
New York. Garvey Schubert Barer will pass upon matters of
Washington law.
EXPERTS
The consolidated financial statements of Belden Inc. as of
December 31, 2006 and 2005, and for each of the three years
in the period ended December 31, 2006, appearing in this
Prospectus and Registration Statement and incorporated by
reference therein, the consolidated financial schedule of Belden
Inc. as of December 31, 2006 and 2005, and for each of the
three years in the period ended December 31, 2006
incorporated by reference therein, and Belden Inc.
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2006
incorporated by reference therein, have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon, and are
included or incorporated by reference in reliance upon such
reports given on the authority of such firm as experts in
accounting and auditing.
66
BELDEN
INC.
INDEX TO
FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page
|
|
Annual Consolidated Financial
Statements
|
|
|
|
|
|
|
|
F-2
|
|
|
|
|
F-3
|
|
|
|
|
F-4
|
|
|
|
|
F-5
|
|
|
|
|
F-6
|
|
|
|
|
F-7
|
|
Quarterly Consolidated
Financial Statements
|
|
|
|
|
|
|
|
F-52
|
|
|
|
|
F-53
|
|
|
|
|
F-54
|
|
|
|
|
F-55
|
|
|
|
|
F-56
|
|
F-1
Report
of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Belden Inc.
We have audited the accompanying consolidated balance sheets of
Belden Inc. as of December 31, 2006 and 2005, and the
related consolidated statements of operations,
stockholders equity, and cash flows for each of the three
years in the period ended December 31, 2006. These
financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Belden Inc. at December 31, 2006 and
2005, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended
December 31, 2006, in conformity with U.S. generally
accepted accounting principles.
As discussed in Note 2 to the Consolidated Financial
Statements, on January 1, 2006, the Company changed its
method of accounting for share-based payments, and on
December 31, 2006, changed its method of accounting for
defined pension benefit and other postretirement benefit plans.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of Belden Inc.s internal control over
financial reporting as of December 31, 2006 based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated February 28,
2007 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
St. Louis, Missouri
February 28, 2007
F-2
Belden
Inc.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands, except par value
|
|
|
|
and number of shares)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
254,151
|
|
|
$
|
134,638
|
|
Receivables, less allowance for
doubtful accounts of $2,637 and $3,839 at 2006 and 2005,
respectively
|
|
|
217,908
|
|
|
|
195,018
|
|
Inventories, net
|
|
|
202,248
|
|
|
|
245,481
|
|
Deferred income taxes
|
|
|
34,664
|
|
|
|
27,845
|
|
Other current assets
|
|
|
10,465
|
|
|
|
8,015
|
|
Current assets of discontinued
operations
|
|
|
|
|
|
|
56,997
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
719,436
|
|
|
|
667,994
|
|
Property, plant and equipment,
less accumulated depreciation
|
|
|
272,285
|
|
|
|
287,778
|
|
Goodwill, less accumulated
amortization
|
|
|
275,134
|
|
|
|
272,290
|
|
Intangible assets, less
accumulated amortization
|
|
|
70,964
|
|
|
|
72,459
|
|
Other long-lived assets
|
|
|
18,149
|
|
|
|
6,214
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,355,968
|
|
|
$
|
1,306,735
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
200,008
|
|
|
$
|
216,736
|
|
Current maturities of long-term
debt
|
|
|
62,000
|
|
|
|
59,000
|
|
Current liabilities of
discontinued operations
|
|
|
|
|
|
|
13,342
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
262,008
|
|
|
|
289,078
|
|
Long-term debt
|
|
|
110,000
|
|
|
|
172,051
|
|
Postretirement benefits other than
pensions
|
|
|
43,397
|
|
|
|
33,167
|
|
Deferred income taxes
|
|
|
71,399
|
|
|
|
73,851
|
|
Other long-term liabilities
|
|
|
25,263
|
|
|
|
17,166
|
|
Minority interest
|
|
|
|
|
|
|
7,914
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Preferred stock, par value $.01
per share 2,000,000 shares authorized; no
shares outstanding
|
|
|
|
|
|
|
|
|
Common stock, par value $.01 per
share 200,000,000 shares authorized; 50,334,932
and 50,345,852 shares issued at 2006 and 2005,
respectively; 44,151,185 and 42,336,178 shares outstanding
at 2006 and 2005, respectively
|
|
|
503
|
|
|
|
503
|
|
Additional paid-in capital
|
|
|
591,416
|
|
|
|
540,430
|
|
Retained earnings
|
|
|
348,069
|
|
|
|
290,870
|
|
Accumulated other comprehensive
income (loss)
|
|
|
15,013
|
|
|
|
(6,881
|
)
|
Unearned deferred compensation
|
|
|
|
|
|
|
(336
|
)
|
Treasury stock, at
cost 6,183,747 and 8,009,674 shares at 2006 and
2005, respectively
|
|
|
(111,100
|
)
|
|
|
(111,078
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
843,901
|
|
|
|
713,508
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,355,968
|
|
|
$
|
1,306,735
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements
F-3
Belden
Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Revenues
|
|
$
|
1,495,811
|
|
|
$
|
1,245,669
|
|
|
$
|
864,725
|
|
Cost of sales
|
|
|
(1,162,498
|
)
|
|
|
(968,296
|
)
|
|
|
(674,757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
333,313
|
|
|
|
277,373
|
|
|
|
189,968
|
|
Selling, general and
administrative expenses
|
|
|
(203,756
|
)
|
|
|
(203,825
|
)
|
|
|
(147,663
|
)
|
Asset impairment
|
|
|
(11,079
|
)
|
|
|
(8,010
|
)
|
|
|
(8,871
|
)
|
Minimum requirements contract
income
|
|
|
|
|
|
|
3,000
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
118,478
|
|
|
|
68,538
|
|
|
|
36,434
|
|
Interest expense
|
|
|
(13,096
|
)
|
|
|
(15,036
|
)
|
|
|
(14,709
|
)
|
Interest income
|
|
|
7,081
|
|
|
|
4,737
|
|
|
|
1,511
|
|
Other income (expense)
|
|
|
(187
|
)
|
|
|
(699
|
)
|
|
|
1,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
before taxes
|
|
|
112,276
|
|
|
|
57,540
|
|
|
|
24,597
|
|
Income tax expense
|
|
|
(40,713
|
)
|
|
|
(23,972
|
)
|
|
|
(13,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
71,563
|
|
|
|
33,568
|
|
|
|
10,700
|
|
Gain (loss) from discontinued
operations, net of tax
|
|
|
(1,330
|
)
|
|
|
(1,173
|
)
|
|
|
4,236
|
|
Gain (loss) on disposal of
discontinued operations, net of tax
|
|
|
(4,298
|
)
|
|
|
15,163
|
|
|
|
253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
65,935
|
|
|
$
|
47,558
|
|
|
$
|
15,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares and equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
43,319
|
|
|
|
45,655
|
|
|
|
35,404
|
|
Diluted
|
|
|
50,276
|
|
|
|
52,122
|
|
|
|
38,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.65
|
|
|
$
|
0.74
|
|
|
$
|
0.30
|
|
Discontinued operations
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
|
0.12
|
|
Disposal of discontinued operations
|
|
|
(0.10
|
)
|
|
|
0.33
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1.52
|
|
|
$
|
1.04
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
1.48
|
|
|
$
|
0.69
|
|
|
$
|
0.31
|
|
Discontinued operations
|
|
|
(0.03
|
)
|
|
|
(0.02
|
)
|
|
|
0.11
|
|
Disposal of discontinued operations
|
|
|
(0.08
|
)
|
|
|
0.29
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1.37
|
|
|
$
|
0.96
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation between net income
and comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
65,935
|
|
|
$
|
47,558
|
|
|
$
|
15,189
|
|
Adjustments to translation
component of equity
|
|
|
33,193
|
|
|
|
(34,118
|
)
|
|
|
24,233
|
|
Adjustments to minimum pension
liability
|
|
|
4,152
|
|
|
|
(625
|
)
|
|
|
(3,832
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
103,280
|
|
|
$
|
12,815
|
|
|
$
|
35,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements
F-4
Belden
Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
65,935
|
|
|
$
|
47,558
|
|
|
$
|
15,189
|
|
Adjustments to reconcile net
income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
38,616
|
|
|
|
40,470
|
|
|
|
30,714
|
|
Deferred income tax expense
|
|
|
18,896
|
|
|
|
14,127
|
|
|
|
19,088
|
|
Provision for inventory
obsolescence
|
|
|
14,395
|
|
|
|
7,533
|
|
|
|
2,780
|
|
Asset impairment
|
|
|
11,079
|
|
|
|
12,849
|
|
|
|
8,871
|
|
Stock-based compensation expense
|
|
|
5,765
|
|
|
|
3,539
|
|
|
|
3,768
|
|
Retirement savings plan
contributions paid in stock
|
|
|
|
|
|
|
|
|
|
|
2,279
|
|
Loss (gain) on disposal of
tangible assets
|
|
|
3,690
|
|
|
|
(15,666
|
)
|
|
|
(3,348
|
)
|
Pension funding in excess of
pension expense
|
|
|
(21,273
|
)
|
|
|
(8,157
|
)
|
|
|
(4,876
|
)
|
Changes in operating assets and
liabilities, net of the effects of currency exchange rate
changes and acquired businesses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(12,730
|
)
|
|
|
(6,213
|
)
|
|
|
2,435
|
|
Inventories
|
|
|
34,462
|
|
|
|
(49,355
|
)
|
|
|
(16,656
|
)
|
Accounts payable and accrued
liabilities
|
|
|
(15,130
|
)
|
|
|
16,085
|
|
|
|
(30,178
|
)
|
Other assets and liabilities, net
|
|
|
(2,549
|
)
|
|
|
(13,621
|
)
|
|
|
10,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating
activities
|
|
|
141,156
|
|
|
|
49,149
|
|
|
|
40,828
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from disposal of tangible
assets
|
|
|
34,059
|
|
|
|
51,541
|
|
|
|
89,007
|
|
Capital expenditures
|
|
|
(21,663
|
)
|
|
|
(23,789
|
)
|
|
|
(15,889
|
)
|
Cash used to invest in or acquire
businesses
|
|
|
(11,715
|
)
|
|
|
|
|
|
|
(6,196
|
)
|
Cash used in other investing
activities
|
|
|
(2,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
investing activities
|
|
|
(1,465
|
)
|
|
|
27,752
|
|
|
|
66,922
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments under borrowing
arrangements
|
|
|
(59,051
|
)
|
|
|
(17,474
|
)
|
|
|
(66,660
|
)
|
Cash dividends paid
|
|
|
(8,736
|
)
|
|
|
(9,116
|
)
|
|
|
(7,292
|
)
|
Debt issuance costs
|
|
|
(1,063
|
)
|
|
|
|
|
|
|
|
|
Payments under share repurchase
program
|
|
|
|
|
|
|
(109,429
|
)
|
|
|
|
|
Proceeds from exercises of stock
options
|
|
|
38,808
|
|
|
|
6,897
|
|
|
|
4,507
|
|
Excess tax benefits related to
share-based payments
|
|
|
7,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing
activities
|
|
|
(22,673
|
)
|
|
|
(129,122
|
)
|
|
|
(69,445
|
)
|
Effect of currency exchange rate
changes on cash and cash equivalents
|
|
|
2,495
|
|
|
|
(1,937
|
)
|
|
|
4,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and
cash equivalents
|
|
|
119,513
|
|
|
|
(54,158
|
)
|
|
|
42,935
|
|
Cash received from Belden CDT
merger
|
|
|
|
|
|
|
|
|
|
|
50,906
|
|
Cash and cash equivalents,
beginning of year
|
|
|
134,638
|
|
|
|
188,796
|
|
|
|
94,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
year
|
|
$
|
254,151
|
|
|
$
|
134,638
|
|
|
$
|
188,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax refunds received
|
|
$
|
1,548
|
|
|
$
|
8,924
|
|
|
$
|
3,595
|
|
Income taxes paid
|
|
|
(29,212
|
)
|
|
|
(11,071
|
)
|
|
|
(5,773
|
)
|
Interest paid, net of amount
capitalized
|
|
|
(14,122
|
)
|
|
|
(14,857
|
)
|
|
|
(15,383
|
)
|
The accompanying notes are an integral part of these
Consolidated Financial Statements
F-5
Belden
Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned
|
|
|
(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
Translation
|
|
|
Minimum
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Retained
|
|
|
Treasury Stock
|
|
|
Compensation
|
|
|
Component
|
|
|
Pension
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Shares
|
|
|
Amount
|
|
|
(UDC)
|
|
|
of Equity
|
|
|
Liability
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2003
|
|
|
26,204
|
|
|
$
|
262
|
|
|
$
|
39,022
|
|
|
$
|
244,217
|
|
|
|
(547
|
)
|
|
$
|
(7,722
|
)
|
|
$
|
(1,700
|
)
|
|
$
|
21,533
|
|
|
$
|
(14,072
|
)
|
|
$
|
281,540
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,189
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,233
|
|
|
|
|
|
|
|
24,233
|
|
Minimum pension liability, net of
$1.7 million deferred tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,832
|
)
|
|
|
(3,832
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,590
|
|
Exercise of stock options
|
|
|
175
|
|
|
|
2
|
|
|
|
4,384
|
|
|
|
|
|
|
|
77
|
|
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,507
|
|
Employee benefits plans
|
|
|
12
|
|
|
|
|
|
|
|
661
|
|
|
|
|
|
|
|
122
|
|
|
|
1,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,517
|
|
Share-based compensation, net of
tax withholding forfeitures
|
|
|
|
|
|
|
|
|
|
|
1,811
|
|
|
|
|
|
|
|
505
|
|
|
|
1,160
|
|
|
|
(3,881
|
)
|
|
|
|
|
|
|
|
|
|
|
(910
|
)
|
UDC amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,645
|
|
|
|
|
|
|
|
|
|
|
|
3,645
|
|
Cash dividends ($.20 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,292
|
)
|
Merger between Belden and CDT
|
|
|
23,820
|
|
|
|
238
|
|
|
|
486,106
|
|
|
|
|
|
|
|
(3,166
|
)
|
|
|
4,585
|
|
|
|
(526
|
)
|
|
|
|
|
|
|
|
|
|
|
490,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004
|
|
|
50,211
|
|
|
|
502
|
|
|
|
531,984
|
|
|
|
252,114
|
|
|
|
(3,009
|
)
|
|
|
|
|
|
|
(2,462
|
)
|
|
|
45,766
|
|
|
|
(17,904
|
)
|
|
|
810,000
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,558
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34,118
|
)
|
|
|
|
|
|
|
(34,118
|
)
|
Minimum pension liability, net of
$1.0 million deferred tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(625
|
)
|
|
|
(625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,815
|
|
Exercise of stock options
|
|
|
122
|
|
|
|
1
|
|
|
|
6,991
|
|
|
|
|
|
|
|
265
|
|
|
|
(95
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,897
|
|
Share-based compensation, net of
tax withholding forfeitures
|
|
|
13
|
|
|
|
|
|
|
|
1,069
|
|
|
|
|
|
|
|
(66
|
)
|
|
|
(1,554
|
)
|
|
|
78
|
|
|
|
|
|
|
|
|
|
|
|
(407
|
)
|
Share repurchase program
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,200
|
)
|
|
|
(109,429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(109,429
|
)
|
UDC Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,048
|
|
|
|
|
|
|
|
|
|
|
|
2,048
|
|
Cash dividends ($.20 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,116
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,116
|
)
|
Other
|
|
|
|
|
|
|
|
|
|
|
386
|
|
|
|
314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005
|
|
|
50,346
|
|
|
|
503
|
|
|
|
540,430
|
|
|
|
290,870
|
|
|
|
(8,010
|
)
|
|
|
(111,078
|
)
|
|
|
(336
|
)
|
|
|
11,648
|
|
|
|
(18,529
|
)
|
|
|
713,508
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,935
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,193
|
|
|
|
|
|
|
|
33,193
|
|
Minimum pension liability, net of
$1.7 million deferred tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,152
|
|
|
|
4,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103,280
|
|
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
38,510
|
|
|
|
|
|
|
|
1,822
|
|
|
|
298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,808
|
|
Share-based compensation, net of
tax withholding forfeitures
|
|
|
(11
|
)
|
|
|
|
|
|
|
12,812
|
|
|
|
|
|
|
|
4
|
|
|
|
(320
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,492
|
|
Cash dividends ($.20 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,736
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,736
|
)
|
Adoption of
SFAS No. 123(R)
|
|
|
|
|
|
|
|
|
|
|
(336
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of SFAS No. 158,
net of $10.7 million deferred tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,451
|
)
|
|
|
(15,451
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
|
50,335
|
|
|
$
|
503
|
|
|
$
|
591,416
|
|
|
$
|
348,069
|
|
|
|
(6,184
|
)
|
|
$
|
(111,100
|
)
|
|
$
|
|
|
|
$
|
44,841
|
|
|
$
|
(29,828
|
)
|
|
$
|
843,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements
F-6
BELDEN
INC.
|
|
Note 1:
|
Basis of
Presentation
|
Business
Description
Belden Inc. (the Company, Belden, we, us, or our and formerly
known as Belden CDT Inc.) designs, manufactures, and markets
signal transmission products for data networking and a wide
range of specialty electronics markets including entertainment,
industrial, security, and aerospace applications.
Consolidation
The accompanying Consolidated Financial Statements include
Belden Inc. and all of its subsidiaries. We eliminate all
significant affiliate accounts and transactions in consolidation.
In July 2004, Belden Inc. merged with and became a wholly owned
subsidiary of Cable Design Technologies Corporation (CDT), and
CDT changed its name to Belden CDT Inc. (the Merger). The Merger
was treated as a reverse acquisition under the purchase method
of accounting. For financial reporting purposes, the operating
results and cash flows of CDT are included in our Consolidated
Financial Statements from July 2004.
Foreign
Currency Translation
For international operations with functional currencies other
than the United States dollar, we translate assets and
liabilities at current exchange rates; we translate income and
expenses using average exchange rates. We report the resulting
translation adjustments, as well as gains and losses from
certain affiliate transactions, in accumulated other
comprehensive income (loss), a separate component of
stockholders equity. We include exchange gains and losses
on transactions in operating income.
Reporting
Periods
Our fiscal year and fiscal fourth quarter both end on
December 31. Our fiscal first, second and third quarter
each end on the last Sunday falling on or before their
respective calendar quarter-end.
Use of
Estimates in the Preparation of the Financial
Statements
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
(GAAP) requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, and operating
results and the disclosure of contingencies. Actual results
could differ from those estimates. We make significant estimates
in regard to receivables collectibility, inventory valuation,
realization of deferred tax assets, valuation of long-lived
assets, valuation of contingent liabilities, calculation of
share-based compensation, calculation of pension and other
postretirement benefits expense, and valuation of acquired
businesses.
Reclassifications
We have made certain reclassifications to the 2005 and 2004
Consolidated Financial Statements with no impact to reported net
income in order to conform to the 2006 presentation.
|
|
Note 2:
|
Summary
of Significant Accounting Policies
|
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.
F-7
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Receivables
and Related Allowances
We classify amounts owed to us and due within twelve months,
arising from the sale of goods or services in the normal course
of business, as current receivables. We classify receivables due
after twelve months as other long-lived assets.
We sometimes grant trade, promotion, and other special price
reductions such as meet competition pricing, price protection,
contract pricing, and on-time payment discounts to certain of
our customers. We also adjust receivables balances for, among
other things, correction of billing errors, incorrect shipments,
and settlement of customer disputes. Customers are allowed to
return inventory if and when certain conditions regarding the
physical state of the inventory and our approval of the return
are met. Certain distribution customers are allowed to return
inventory at original cost, in an amount not to exceed three
percent of the prior years purchases, in exchange for an
order of equal or greater value. Until we can process these
reductions, corrections, and returns (together, the Adjustments)
through individual customer records, we estimate the amount of
outstanding Adjustments and recognize them as allowances against
our gross accounts receivable and gross revenues. We base these
estimates on historical and anticipated sales demand, trends in
product pricing, and historical and anticipated Adjustments
patterns. We charge revisions to these estimates back to
accounts receivable and revenues in the period in which the
facts that give rise to each revision become known. Future
market conditions and product transitions might require us to
take actions to increase price allowance and customer return
authorizations, possibly resulting in an incremental reduction
of accounts receivable and revenues at the time the allowance or
return is authorized. The allowances for unprocessed receivables
credits at December 31, 2006 and 2005 totaled
$11.1 million and $16.1 million, respectively.
We evaluate the collectibility of accounts receivable based on
the specific identification method. A considerable amount of
judgment is required in assessing the realization of accounts
receivable, including the current creditworthiness of each
customer and related aging of the past due balances. We perform
ongoing credit evaluations of our customers financial
condition. Through these evaluations, we may become aware of a
situation where a customer may not be able to meet its financial
obligations due to deterioration of its financial viability,
credit ratings or bankruptcy. In circumstances where we are
aware of a customers inability or unwillingness to pay
outstanding amounts, we record a specific reserve for bad debts
against amounts due to reduce the receivable to its estimated
collectible balance. We recognized bad debt expense of
$0.5 million, $0.7 million and $0.7 million in
2006, 2005, and 2004, respectively.
Inventories
and Related Reserves
Inventories are stated at the lower of cost or market. We
determine the cost of all raw materials,
work-in-process
and finished goods inventories by the first in, first out
method. Cost components of inventories include direct labor,
applicable production overhead and amounts paid to suppliers of
materials and products as well as freight costs and, when
applicable, duty costs to import the materials and products.
We evaluate the realizability of our inventory on a
product-by-product
basis in light of historical and anticipated sales demand,
technological changes, product life cycle, component cost
trends, product pricing and inventory condition. In
circumstances where inventory levels are in excess of
anticipated market demand, where inventory is deemed
technologically obsolete or not saleable due to condition or
where inventory cost exceeds net realizable value, we record a
charge to cost of goods sold and reduce the inventory to its net
realizable value. The allowances for excess and obsolete
inventories at December 31, 2006 and 2005 totaled
$15.2 million and $14.9 million, respectively.
Property,
Plant and Equipment
We record property, plant and equipment at cost. We calculate
depreciation on a straight-line basis over the estimated useful
lives of the related assets ranging from ten to forty years for
buildings, five to twelve
F-8
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
years for machinery and equipment and five years for computer
equipment and software. Construction in process reflects amounts
incurred for the configuration and build-out of property, plant
and equipment and for property, plant and equipment not yet
placed into service. We charge maintenance and
repairs both planned major activities and
less-costly, ongoing activities to expense as
incurred. We capitalize interest costs associated with the
construction of capital assets and amortize the costs over the
assets useful lives.
We review property, plant and equipment to determine whether an
event or change in circumstances indicates the carrying values
of the assets may not be recoverable. We base our evaluation on
such impairment indicators as the nature of the assets, the
future economic benefit of the assets and any historical or
future profitability measurements, as well as other external
market conditions or factors that may be present. If such
impairment indicators are present or other factors exist that
indicate that the carrying amount of an asset may not be
recoverable, we determine whether impairment has occurred
through the use of an undiscounted cash flow analysis at the
lowest level for which identifiable cash flows exist. If
impairment has occurred, we recognize a loss for the difference
between the carrying amount and the fair value of the asset.
Intangible
Assets
Our intangible assets consist of (a) definite-lived assets
subject to amortization such as patents, favorable customer
contracts, customer relationships and backlog, and
(b) indefinite-lived assets not subject to amortization
such as goodwill and trademarks. We calculate amortization of
the definite-lived intangible assets on a straight-line basis
over the estimated useful lives of the related assets ranging
from less than one year for backlog to in excess of twenty-five
years for customer relationships.
We evaluate goodwill for impairment annually or at other times
if events have occurred or circumstances exist that indicate the
carrying value of goodwill may no longer be recoverable. We
compare the fair value of each reporting unit to its carrying
value. We determine the fair value using the income approach.
Under the income approach, we calculate the fair value of a
reporting unit based on the present value of estimated future
cash flows. If the fair value of the reporting unit exceeds the
carrying value of the net assets including goodwill assigned to
that unit, goodwill is not impaired. If the carrying value of
the reporting units net assets including goodwill exceeds
the fair value of the reporting unit, then we determine the
implied fair value of the reporting units goodwill. If the
carrying value of a reporting units goodwill exceeds its
implied fair value, then an impairment of goodwill has occurred
and we recognize an impairment loss for the difference between
the carrying amount and the implied fair value of goodwill as a
component of operating income.
We also evaluate intangible assets not subject to amortization
for impairment annually or at other times if events have
occurred or circumstances exist that indicate the carrying
values of those assets may no longer be recoverable. We compare
the fair value of the asset with its carrying amount. If the
carrying amount of the asset exceeds its fair value, we
recognize an impairment loss in an amount equal to that excess.
We review intangible assets subject to amortization whenever an
event or change in circumstances indicates the carrying values
of the assets may not be recoverable. We test intangible assets
subject to amortization for impairment and estimate their fair
values using the same assumptions and techniques we employ on
property, plant and equipment.
Pension
and Other Postretirement Benefits
Our pension and other postretirement benefit costs and
obligations are dependent on the various actuarial assumptions
used in calculating such amounts. These assumptions relate to
discount rates, salary growth, long-term return on plan assets,
health care cost trend rates and other factors. We base the
discount rate assumptions on current investment yields on
high-quality corporate long-term bonds. The salary growth
assumptions reflect our long-term actual experience and future
or near-term outlook. We determine the long-term return on plan
assets based on historical portfolio results and
managements expectation of the future economic
environment.
F-9
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Our health care cost trend assumptions are developed based on
historical cost data, the near-term outlook and an assessment of
likely long-term trends. Actual results that differ from our
assumptions are accumulated and, if in excess of the lesser of
10% of the projected benefit obligation or the fair market value
of plan assets, amortized over the estimated future working life
of the plan participants.
Accrued
Sales Rebates
We grant incentive rebates to selected customers as part of our
sales programs. The rebates are determined based on certain
targeted sales volumes. Rebates are paid quarterly or annually
in either cash or receivables credits. Until we can process
these rebates through individual customer records, we estimate
the amount of outstanding rebates and recognize them as accrued
liabilities and reductions in our gross revenues. We base our
estimates on both historical and anticipated sales demand and
rebate program participation. We charge revisions to these
estimates back to accrued liabilities and revenues in the period
in which the facts that give rise to each revision become known.
Future market conditions and product transitions might require
us to take actions to increase sales rebates offered, possibly
resulting in an incremental increase in accrued liabilities and
an incremental reduction in revenues at the time the rebate is
offered. Accrued sales rebates at December 31, 2006 and
2005 totaled $25.0 million and $24.9 million,
respectively.
Contingent
Liabilities
We have established liabilities for environmental and legal
contingencies that are probable of occurrence and reasonably
estimable. A significant amount of judgment and use of estimates
is required to quantify our ultimate exposure in these matters.
We review the valuation of these liabilities on a quarterly
basis and we adjust the balances to account for changes in
circumstances for ongoing issues and to recognize liability for
emerging issues.
We accrue environmental remediation costs, on an undiscounted
basis, based on estimates of known environmental remediation
exposures developed in consultation with our environmental
consultants and legal counsel. We expense environmental
compliance costs, which include maintenance and operating costs
with respect to ongoing monitoring programs, as incurred. We
generally depreciate capitalized environmental costs over a
15-year
life. We evaluate the range of potential costs to remediate
environmental sites. The ultimate cost of site cleanup is
difficult to predict given the uncertainties of our involvement
in certain sites, uncertainties regarding the extent of the
required cleanup, the availability of alternative cleanup
methods, variations in the interpretation of applicable laws and
regulations, the possibility of insurance recoveries with
respect to certain sites, and other factors.
We are, from time to time, subject to routine litigation
incidental to our business. These lawsuits primarily involve
claims for damages arising out of the use of our products,
allegations of patent or trademark infringement, and litigation
and administrative proceedings involving employment matters and
commercial disputes. Assessments regarding the ultimate cost of
lawsuits require judgments concerning matters such as the
anticipated outcome of negotiations, the number and cost of
pending and future claims, and the impact of evidentiary
requirements. Because most contingencies are resolved over long
periods of time, we may adjust liabilities balances in the
future because of new developments or changes in our settlement
strategy.
Business
Combination Accounting
We allocate the cost of an acquired entity to the assets and
liabilities acquired based upon their estimated fair values at
the business combination date. We also identify and estimate the
fair values of intangible assets that should be recognized as
assets apart from goodwill. We have historically relied upon the
use of third-party valuation specialists to assist in the
estimation of fair values for tangible long-lived assets and
intangible assets other than goodwill. The carrying values of
acquired receivables, inventories, and accounts payable have
historically approximated their fair values at the business
combination date. With respect to accrued liabilities
F-10
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
acquired, we use all available information to make our best
estimates of their fair values at the business combination date.
When necessary, we rely upon the use of third-party actuaries to
assist in the estimation of fair value for certain liabilities.
Revenue
Recognition
We recognize revenue when all of the following circumstances are
satisfied: (1) persuasive evidence of an arrangement
exists, (2) price is fixed or determinable,
(3) collectibility is reasonably assured, and
(4) delivery has occurred. Delivery occurs in the period in
which the customer takes title and assumes the risks and rewards
of ownership of the products specified in the customers
purchase order or sales agreement. We record revenue net of
estimated rebates, price allowances, invoicing adjustments, and
product returns. We charge revisions to these estimates back to
revenue in the period in which the facts that give rise to each
revision become known. Future market conditions and product
transitions might require us to take actions to increase
customer rebates and price allowance offerings, possibly
resulting in an incremental reduction of revenue at the time the
rebate or allowance is offered. We recognized rebates,
allowances, adjustments, and product returns totaling
$101.4 million, $85.2 million and $68.2 million
as deductions to gross revenues in 2006, 2005, and 2004,
respectively.
Shipping
and Handling Costs
We recognize fees earned on the shipment of product to customers
as revenues and recognize costs incurred on the shipment of
product to customers as a cost of sales. We recognized certain
handling costs, primarily incurred at our distribution centers,
totaling $9.4 million, $7.1 million and
$8.3 million as selling, general and administrative
(SG&A) expenses in 2006, 2005, and 2004, respectively.
Research
and Development
Research and development expenditures are recognized as
incurred. Expenditures for research and development were
$10.1 million, $9.6 million and $8.5 million for
2006, 2005, and 2004, respectively.
Share-Based
Compensation
We compensate certain employees with various forms of
share-based payment awards and recognize compensation costs for
these awards based on their fair values. We estimate the fair
values of certain awards on the grant date using the
Black-Scholes-Merton option-pricing formula, which incorporates
certain assumptions regarding the expected term of an award and
expected stock price volatility. We develop the expected term
assumption based on the vesting period and contractual term of
an award, our historical exercise and post-vesting cancellation
experience, our stock price history, plan provisions that
require exercise or cancellation of awards after employees
terminate, and the extent to which currently available
information indicates that the future is reasonably expected to
differ from past experience. We develop the expected volatility
assumption based on monthly historical price data for our common
stock and other economic data trended into future years. After
calculating the aggregate fair value of an award, we use an
estimated forfeiture rate to discount the amount of share-based
compensation cost to be recognized in our operating results over
the service period of the award. We develop the forfeiture
assumption based on our historical pre-vesting cancellation
experience.
Income
Taxes
Income taxes are provided based on earnings reported for
financial statement purposes. The provision for income taxes
differs from the amounts currently payable to taxing authorities
because of the recognition of revenues and expenses in different
periods for income tax purposes than for financial statement
purposes.
F-11
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Income taxes are provided as if operations in all countries,
including the United States, were stand-alone businesses filing
separate tax returns. We have determined that undistributed
earnings from our international subsidiaries will not be
remitted to the United States in the foreseeable future and,
therefore, no additional provision for United States taxes has
been made on foreign earnings.
We recognize deferred tax assets resulting from tax credit
carryforwards, net operating loss carryforwards, and deductible
temporary differences between taxable income on our income tax
returns and pretax income under GAAP. Deferred tax assets
generally represent future tax benefits to be received when
these carryforwards can be applied against future taxable income
or when expenses previously reported in our Consolidated
Financial Statements become deductible for income tax purposes.
Our effective tax rate is based on expected income, statutory
tax rates and tax planning opportunities available to us in the
various jurisdictions in which we operate. Significant judgment
is required in determining our effective tax rate and in
evaluating our tax positions. We establish accruals for certain
tax contingencies when, despite the belief that our tax return
positions are fully supported, we believe that certain positions
are likely to be challenged and that our position may not be
fully sustained. To the extent we were to prevail in matters for
which accruals have been established or be required to pay
amounts in excess of reserves, there could be a material effect
on our income tax provisions or benefits in the period in which
such determination is made.
Current-Year
Adoption of Accounting Pronouncements
On January 1, 2006, we adopted Statement of Financial
Accounting Standards No. 123(R), Shared-Based
Payments, using the modified prospective method of adoption.
SFAS No. 123(R) required us to calculate compensation
costs related to share-based payment transactions using the fair
value method presented in SFAS No. 123, Accounting
for Stock-Based Compensation, and to recognize these costs
in the Consolidated Financial Statements. Prior to adoption of
this Statement, we measured compensation costs related to
share-based payment transactions using the intrinsic value
method presented in APB No. 25, Accounting for Stock
Issued to Employees, and provided pro forma disclosure in a
note to the Consolidated Financial Statements as to the effect
on our operating results of calculating compensation costs
related to share-based payment transactions using the fair value
method.
On December 31, 2006, we adopted SFAS No. 158,
Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans an amendment of FASB
Statements No. 87, 88, 106, and 132(R). This Statement
required us to recognize the funded status of each of our
benefit plans measured as the difference between
plan assets at fair value and the benefit obligation
in our statement of financial position, recognize as a component
of other comprehensive income, net of tax, the gains or losses
and prior service costs or credits that arise during the period
but are not recognized as components of net periodic benefit
cost, measure defined benefit plan assets and obligations as of
the date of our fiscal year-end statement of financial position,
and disclose in the notes to financial statements additional
information about certain effects on net periodic benefit cost
for the next fiscal year that arise from delayed recognition of
the gains or losses, prior service costs or credits, and
transition asset or obligation.
Pending
Adoption of Recent Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (FASB)
issued Interpretation (FIN) No. 48, Accounting for
Uncertainty in Income Taxes an interpretation of
FASB Statement No. 109. This Interpretation clarifies
the accounting for uncertainty in income taxes recognized in an
enterprises financial statements. This Interpretation
prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. We have
reviewed our accounting for income taxes in light of the
provisions of FIN No. 48 and do not expect that
adoption will have a material impact on our financial statements.
F-12
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements. This Statement establishes a
framework for measuring fair value within generally accepted
accounting principles, clarifies the definition of fair value
within that framework, and expands disclosures about the use of
fair value measurements. This Statement does not require any new
fair value measurements in generally accepted accounting
principles. However, the definition of fair value in
SFAS No. 157 may affect assumptions used by companies
in determining fair value. We are required to adopt this
Statement effective January 1, 2008. We have not completed
our evaluation of the impact that adoption will have on our
financial position, operating results and cash flows, but
currently believe adoption will not require material
modification of our fair value measurements and will be
primarily limited to expanded disclosures in the notes to our
consolidated financial statements.
|
|
Note 3:
|
Operating
Segments and Geographic Information
|
During the first quarter of 2006, we announced organizational
changes that resulted in a change in our reportable segments.
Management elected to organize the enterprise around geographic
areas and, within North America, around the brands under which
we sell our products in the market. We now conduct our
operations through four operating segments the
Belden Americas segment, the Specialty Products segment, the
Europe segment, and the Asia Pacific segment. The Belden
Americas segment, the Specialty Products segment, and the Europe
segment all design, manufacture, and market metallic cable,
fiber optic cable, connectivity products, and certain other
non-cable products with industrial, communications/networking,
video/sound/security, and transportation/defense applications.
The Asia Pacific segment markets these same products, but
currently has no design or manufacturing capabilities. We sell
these products principally through distributors or directly to
systems integrators, original equipment manufacturers, and large
telecommunications companies. We have reclassified prior year
segment disclosures to conform to the new segment presentation.
We evaluate segment performance and allocate resources based on
operating income. Operating income of the segments includes all
the ongoing costs of operations, but excludes interest and
income taxes. Allocations to or from these segments are not
significant. Transactions between the segments are conducted on
an arms-length basis. With the exception of unallocated
goodwill, certain unallocated tax assets, and tangible assets
located at our corporate headquarters, substantially all of our
assets are utilized by the segments.
Effective January 1, 2005, we began accounting for all
internal sourcing of product between our operating segments as
affiliate sales and directed any operating segment that sold
product it had sourced from an affiliate to recognize profit
applicable to both the manufacturing and selling efforts. In
prior years, an operating segment that sold product it had
sourced from an affiliate only recognized profit margin
applicable to the selling effort. We made this change as a
result of increased transactions between our operating segments
largely resulting from the Merger. We believe this change
provides more useful information for purposes of making
decisions about allocating resources to the operating segments
and assessing their performance. We have reclassified the
business segment information presented for the year ended
December 31, 2004 to reflect operating segment performance
as if we had implemented this new accounting procedure effective
January 1, 2004.
F-13
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Operating
Segment Information
Amounts reflected in the column entitled Finance &
Administration (F&A) in the tables below represent
corporate headquarters operating expenses, treasury expenses,
income tax expenses, corporate assets, and corporate investment
in certain affiliates. Amounts reflected in the column entitled
Eliminations in the tables below represent the eliminations of
affiliate revenues, affiliate cost of sales, and certain
investments in affiliates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belden
|
|
|
Specialty
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006
|
|
Americas
|
|
|
Products
|
|
|
Europe
|
|
|
Pacific
|
|
|
F&A
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(In thousands)
|
|
|
External customer revenues
|
|
$
|
805,029
|
|
|
$
|
261,406
|
|
|
$
|
365,079
|
|
|
$
|
64,297
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,495,811
|
|
Affiliate revenues
|
|
|
63,684
|
|
|
|
31,009
|
|
|
|
8,658
|
|
|
|
|
|
|
|
|
|
|
|
(103,351
|
)
|
|
|
|
|
Total revenues
|
|
|
868,713
|
|
|
|
292,415
|
|
|
|
373,737
|
|
|
|
64,297
|
|
|
|
|
|
|
|
(103,351
|
)
|
|
|
1,495,811
|
|
Depreciation and amortization(1)
|
|
|
(17,883
|
)
|
|
|
(7,328
|
)
|
|
|
(10,297
|
)
|
|
|
(153
|
)
|
|
|
(232
|
)
|
|
|
|
|
|
|
(35,893
|
)
|
Asset impairment
|
|
|
(8,557
|
)
|
|
|
|
|
|
|
(2,522
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,079
|
)
|
Operating income (loss)
|
|
|
122,213
|
|
|
|
34,576
|
|
|
|
4,072
|
|
|
|
6,803
|
|
|
|
(29,219
|
)
|
|
|
(19,967
|
)
|
|
|
118,478
|
|
Identifiable assets
|
|
|
382,049
|
|
|
|
219,421
|
|
|
|
348,480
|
|
|
|
24,660
|
|
|
|
448,284
|
|
|
|
(66,926
|
)
|
|
|
1,355,968
|
|
Acquisition of property, plant and
equipment
|
|
|
13,837
|
|
|
|
2,907
|
|
|
|
4,166
|
|
|
|
385
|
|
|
|
368
|
|
|
|
|
|
|
|
21,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belden
|
|
|
Specialty
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2005
|
|
Americas
|
|
|
Products
|
|
|
Europe
|
|
|
Pacific
|
|
|
F&A
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(In thousands)
|
|
|
External customer revenues
|
|
$
|
627,136
|
|
|
$
|
244,067
|
|
|
$
|
324,258
|
|
|
$
|
50,208
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,245,669
|
|
Affiliate revenues
|
|
|
73,526
|
|
|
|
18,813
|
|
|
|
8,993
|
|
|
|
|
|
|
|
|
|
|
|
(101,332
|
)
|
|
|
|
|
Total revenues
|
|
|
700,662
|
|
|
|
262,880
|
|
|
|
333,251
|
|
|
|
50,208
|
|
|
|
|
|
|
|
(101,332
|
)
|
|
|
1,245,669
|
|
Depreciation and amortization(1)
|
|
|
(18,785
|
)
|
|
|
(7,005
|
)
|
|
|
(9,862
|
)
|
|
|
(285
|
)
|
|
|
(239
|
)
|
|
|
|
|
|
|
(36,176
|
)
|
Asset impairment
|
|
|
|
|
|
|
|
|
|
|
(5,610
|
)
|
|
|
|
|
|
|
(2,400
|
)
|
|
|
|
|
|
|
(8,010
|
)
|
Operating income (loss)
|
|
|
96,292
|
|
|
|
26,598
|
|
|
|
(8,542
|
)
|
|
|
2,838
|
|
|
|
(30,717
|
)
|
|
|
(17,931
|
)
|
|
|
68,538
|
|
Identifiable assets(1)
|
|
|
407,186
|
|
|
|
224,234
|
|
|
|
291,119
|
|
|
|
24,667
|
|
|
|
350,904
|
|
|
|
(48,372
|
)
|
|
|
1,249,738
|
|
Acquisition of property, plant and
equipment(1)
|
|
|
11,961
|
|
|
|
3,849
|
|
|
|
6,680
|
|
|
|
148
|
|
|
|
395
|
|
|
|
|
|
|
|
23,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belden
|
|
|
Specialty
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2004
|
|
Americas
|
|
|
Products
|
|
|
Europe
|
|
|
Pacific
|
|
|
F&A
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(In thousands)
|
|
|
External customer revenues
|
|
$
|
516,408
|
|
|
$
|
95,630
|
|
|
$
|
210,776
|
|
|
$
|
41,911
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
864,725
|
|
Affiliate revenues
|
|
|
47,625
|
|
|
|
4,883
|
|
|
|
8,638
|
|
|
|
149
|
|
|
|
|
|
|
|
(61,295
|
)
|
|
|
|
|
Total revenues
|
|
|
564,033
|
|
|
|
100,513
|
|
|
|
219,414
|
|
|
|
42,060
|
|
|
|
|
|
|
|
(61,295
|
)
|
|
|
864,725
|
|
Depreciation and amortization(1)
|
|
|
(16,504
|
)
|
|
|
(3,398
|
)
|
|
|
(8,174
|
)
|
|
|
(137
|
)
|
|
|
(287
|
)
|
|
|
|
|
|
|
(28,500
|
)
|
Asset impairment
|
|
|
(3,200
|
)
|
|
|
|
|
|
|
(5,671
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,871
|
)
|
Operating income (loss)
|
|
|
61,109
|
|
|
|
11,319
|
|
|
|
(9,136
|
)
|
|
|
(585
|
)
|
|
|
(24,124
|
)
|
|
|
(2,149
|
)
|
|
|
36,434
|
|
Identifiable assets(1)
|
|
|
382,909
|
|
|
|
219,656
|
|
|
|
342,480
|
|
|
|
27,217
|
|
|
|
367,234
|
|
|
|
(66,571
|
)
|
|
|
1,272,925
|
|
Acquisition of property, plant and
equipment(1)
|
|
|
4,763
|
|
|
|
1,073
|
|
|
|
4,636
|
|
|
|
197
|
|
|
|
19
|
|
|
|
|
|
|
|
10,688
|
|
|
|
|
(1) |
|
Excludes discontinued operations |
F-14
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Total segment operating income differs from net income reported
in the Consolidated Financial Statements as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Operating income
|
|
$
|
118,478
|
|
|
$
|
68,538
|
|
|
$
|
36,434
|
|
Interest expense
|
|
|
(13,096
|
)
|
|
|
(15,036
|
)
|
|
|
(14,709
|
)
|
Interest income
|
|
|
7,081
|
|
|
|
4,737
|
|
|
|
1,511
|
|
Other income (expense)
|
|
|
(187
|
)
|
|
|
(699
|
)
|
|
|
1,361
|
|
Income tax expense
|
|
|
(40,713
|
)
|
|
|
(23,972
|
)
|
|
|
(13,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
71,563
|
|
|
|
33,568
|
|
|
|
10,700
|
|
Gain (loss) from discontinued
operations, net of tax
|
|
|
(1,330
|
)
|
|
|
(1,173
|
)
|
|
|
4,236
|
|
Gain (loss) on disposal of
discontinued operations, net of tax
|
|
|
(4,298
|
)
|
|
|
15,163
|
|
|
|
253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
65,935
|
|
|
$
|
47,558
|
|
|
$
|
15,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
and Service Group Information
It is currently impracticable for all of our operations to
capture and report external customer revenues for each group of
similar products and services.
Geographic
Information
The following table identifies revenues by country based on the
location of the customer and long-lived assets by country based
on physical location.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
Canada
|
|
|
Europe
|
|
|
Rest of World
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Year ended December 31, 2006
Revenues
|
|
$
|
855,390
|
|
|
$
|
158,259
|
|
|
$
|
336,277
|
|
|
$
|
145,885
|
|
|
$
|
1,495,811
|
|
Percent of total revenues
|
|
|
57
|
%
|
|
|
11
|
%
|
|
|
22
|
%
|
|
|
10
|
%
|
|
|
100
|
%
|
Long-lived assets
|
|
$
|
349,749
|
|
|
$
|
45,889
|
|
|
$
|
145,069
|
|
|
$
|
532
|
|
|
$
|
541,239
|
|
Year ended December 31, 2005
Revenues
|
|
$
|
697,714
|
|
|
$
|
134,759
|
|
|
$
|
306,815
|
|
|
$
|
106,381
|
|
|
$
|
1,245,669
|
|
Percent of total revenues
|
|
|
56
|
%
|
|
|
11
|
%
|
|
|
24
|
%
|
|
|
9
|
%
|
|
|
100
|
%
|
Long-lived assets
|
|
$
|
353,212
|
|
|
$
|
52,674
|
|
|
$
|
137,255
|
|
|
$
|
308
|
|
|
$
|
543,449
|
|
Year ended December 31, 2004
Revenues
|
|
$
|
494,173
|
|
|
$
|
81,445
|
|
|
$
|
198,998
|
|
|
$
|
90,109
|
|
|
$
|
864,725
|
|
Percent of total revenues
|
|
|
57
|
%
|
|
|
9
|
%
|
|
|
23
|
%
|
|
|
11
|
%
|
|
|
100
|
%
|
Long-lived assets
|
|
$
|
368,306
|
|
|
$
|
56,476
|
|
|
$
|
163,031
|
|
|
$
|
629
|
|
|
$
|
588,442
|
|
F-15
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Major
Customer
The following table presents revenues generated from sales to
Anixter International Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
Amount
|
|
|
Revenues
|
|
|
Amount
|
|
|
Revenues
|
|
|
Amount
|
|
|
Revenues
|
|
|
Belden Americas Segment
|
|
$
|
260,092
|
|
|
|
18
|
%
|
|
$
|
176,969
|
|
|
|
14
|
%
|
|
$
|
164,820
|
|
|
|
19
|
%
|
Specialty Products Segment
|
|
|
34,028
|
|
|
|
2
|
%
|
|
|
32,135
|
|
|
|
2
|
%
|
|
|
25,948
|
|
|
|
3
|
%
|
Europe Segment
|
|
|
13,962
|
|
|
|
1
|
%
|
|
|
7,000
|
|
|
|
1
|
%
|
|
|
6,359
|
|
|
|
1
|
%
|
Asia Pacific Segment
|
|
|
1,669
|
|
|
|
0
|
%
|
|
|
408
|
|
|
|
0
|
%
|
|
|
496
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
309,751
|
|
|
|
21
|
%
|
|
$
|
216,512
|
|
|
|
17
|
%
|
|
$
|
197,623
|
|
|
|
23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 4:
|
Belden
CDT Merger
|
Belden Inc. and CDT entered into an Agreement and Plan of
Merger, dated February 4, 2004 (the Merger Agreement),
pursuant to which Belden Inc. merged with and became a wholly
owned subsidiary of CDT on July 15, 2004. Pursuant to the
Merger Agreement, 25.6 million shares of Belden Inc. common
stock, par value $.01 per share, were exchanged for
25.6 million shares of CDT common stock, par value $.01 per
share, and CDT changed its name to Belden Inc.
Belden Inc. and CDT each believed the Merger was in the best
interests of its respective stockholders because, as a result of
the Merger, the long-term value of an investment in the combined
company would likely be superior to the long-term value of an
investment in either stand-alone company. In deciding to
consummate the Merger, Belden Inc. and CDT considered various
factors, including the following:
|
|
|
|
|
The anticipated cost savings and synergies resulting from our
ability to identify low-cost sources for materials, eliminate
duplicative costs of two separate public companies, consolidate
manufacturing facilities and access each legacy companys
technology;
|
|
|
|
The potential to market products and businesses across a larger
customer base;
|
|
|
|
The anticipated increase in market liquidity and capital markets
access resulting from a larger equity base;
|
|
|
|
Increased visibility to analysts and investors;
|
|
|
|
Better access to lower cost manufacturing facilities; and
|
|
|
|
Improved financial leverage.
|
The Merger included the following significant related
transactions:
|
|
|
|
|
CDT effected a one-for-two reverse split of its common stock
immediately prior to the Merger;
|
|
|
|
Belden Inc. cancelled approximately 0.3 million shares of
common stock held in treasury on July 15, 2004;
|
|
|
|
We granted retention and integration awards to certain of our
executive officers and other key employees. Cash and share-based
awards were distributed in three installments
one-third on the Merger date and one third each on
the first and second anniversaries of the Merger date. We
recognized approximately $0.3 million, $1.6 million,
and $3.8 million of compensation expense during 2006, 2005,
and 2004, respectively, related to these awards; and
|
F-16
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
We recognized $2.9 million and $26.8 million of
restructuring and backlog amortization expenses in 2005 and
2004, respectively, related to the Merger.
|
Upon consummation of the Merger, we had approximately
46.6 million shares of common stock outstanding. On that
date, the former CDT stockholders and former Belden Inc.
stockholders respectively owned approximately 45% and 55% of our
common stock outstanding. The Merger was treated as a reverse
acquisition under the purchase method of accounting. Belden Inc.
was considered the acquiring enterprise for financial reporting
purposes because the Belden Inc. owners as a group retained or
received the larger portion of the voting rights in us and the
Belden Inc. senior management represented a majority of our
senior management. For financial reporting purposes, the
operating results and cash flows of CDT are included in our
Consolidated Financial Statements from July 16, 2004.
The cost to acquire CDT was $490.7 million and consisted of
the exchange of common stock discussed above, change of control
costs for legacy CDT management and costs incurred by Belden
Inc. related directly to the acquisition. The purchase price was
established primarily through the negotiation of a share
exchange ratio that was intended to value both Belden Inc. and
CDT so that neither company paid a premium over equity market
value for the other. We established a new accounting basis for
the assets and liabilities of CDT based upon their fair values
as of the Merger date. We assigned the following fair values to
each major asset and liability caption of CDT as of
July 15, 2004.
|
|
|
|
|
|
|
(In millions)
|
|
|
Cash and cash equivalents
|
|
$
|
50.4
|
|
Receivables
|
|
|
79.5
|
|
Inventories
|
|
|
114.3
|
|
Other current assets
|
|
|
24.4
|
|
Current assets of discontinued
operations
|
|
|
28.5
|
|
Property, plant and equipment
|
|
|
169.2
|
|
Goodwill
|
|
|
203.6
|
|
Other intangible assets
|
|
|
79.1
|
|
Other long-lived assets
|
|
|
20.9
|
|
Long-lived assets of discontinued
operations
|
|
|
13.9
|
|
|
|
|
|
|
Total assets
|
|
$
|
783.8
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
84.0
|
|
Current liabilities of
discontinued operations
|
|
|
18.5
|
|
Long-term debt
|
|
|
111.0
|
|
Other postretirement benefits
liabilities
|
|
|
20.8
|
|
Other long-term liabilities
|
|
|
44.2
|
|
Minority interest
|
|
|
14.6
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
293.1
|
|
|
|
|
|
|
F-17
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Goodwill and other intangible assets reflected above were
determined to meet the criterion for recognition apart from
tangible assets acquired and liabilities assumed. Intangible
assets related to the Merger consisted of the following at
July 15, 2004:
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
Amortization
|
|
|
|
Fair Value
|
|
|
Period
|
|
|
|
(In millions)
|
|
|
(In years)
|
|
|
Intangible assets subject to
amortization:
|
|
|
|
|
|
|
|
|
Customer relations
|
|
$
|
54.9
|
|
|
|
25.6
|
|
Developed technologies
|
|
|
6.0
|
|
|
|
20.0
|
|
Favorable contracts
|
|
|
1.1
|
|
|
|
3.5
|
|
Backlog
|
|
|
2.0
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets subject to
amortization
|
|
|
64.0
|
|
|
|
|
|
Intangible assets not subject to
amortization:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
203.6
|
|
|
|
|
|
Trademarks
|
|
|
15.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets not
subject to amortization
|
|
|
218.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
$
|
282.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average amortization
period
|
|
|
|
|
|
|
24.1
|
|
|
|
|
|
|
|
|
|
|
We initially recognized goodwill of $203.0 million related
to the Merger at December 31, 2004. We increased goodwill
related to the Merger by $0.6 million during 2005 to
$203.6 million at the same time the carrying costs of
certain tangible assets held for sale decreased to the amount of
proceeds received upon their disposition and accrued severance
and other merger-related liabilities increased based on
finalization of the costs necessary to complete restructuring,
facility rationalization, and other merger-related activities.
Goodwill of $37.0 million, $16.7 million, and
$1.8 million was assigned to the Specialty Products
segment, the Europe segment, and the Belden Americas segment,
respectively. The residual goodwill of $148.1 million was
not assigned to a specific segment since we believed it
benefited the entire corporation; therefore, it was recognized
in F&A in our segment information. None of the goodwill is
deductible for tax purposes.
Trademarks have been determined by us to have indefinite lives
and are not being amortized, based on our expectation that the
trademarked products will generate cash flows for us for an
indefinite period. We expect to maintain use of trademarks on
existing products and introduce new products in the future that
will also display the trademarks, thus extending their lives
indefinitely.
The amortizable intangible assets reflected in the table above
were determined by us to have finite lives. The useful life for
the developed technologies intangible asset was based on the
remaining lives of the related patents. The useful life for the
customer base intangible asset was based on our forecasts of
customer turnover. The useful life for the favorable contracts
intangible asset was based on the remaining terms of the
contracts. The useful life of the backlog intangible asset was
based on our estimate of when the ordered items would ship. We
amortize these intangible assets over their remaining useful
lives on a straight-line basis. Annual amortization expense for
these intangible assets was $2.9 million, $4.8 million
and $1.5 million in 2006, 2005, and 2004, respectively. We
expect to recognize annual amortization expense of
$2.9 million in 2007 and approximately $2.6 million
thereafter.
F-18
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents pro forma consolidated results of
our operations for the year ended December 31, 2004 as
though the Merger had been completed as of the beginning of that
period. The amounts for the CDT operations included in this pro
forma information are based on the historical results of the CDT
operations and, therefore, may not be indicative of their actual
results when operated as part of us. Moreover, the pro forma
information does not reflect all of the changes that resulted
from the Merger, including, but not limited to, challenges of
transition, integration and restructuring associated with the
transaction; achievement of further synergies; the ability to
retain qualified employees and existing business alliances; and
customer demand for CDT products. The pro forma results reflect
adjustments for interest expense, depreciation, amortization and
related income taxes. The pro forma financial information should
not be relied upon as being indicative of the historical results
that would have been realized had the Merger occurred as of
January 1, 2004 or that may be achieved in the future.
|
|
|
|
|
|
|
2004
|
|
|
|
Pro forma
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands, except
|
|
|
|
per share data)
|
|
|
Revenues
|
|
$
|
1,139,780
|
|
Income from continuing operations
|
|
|
14,804
|
|
Net income
|
|
|
17,372
|
|
Diluted income per share:
|
|
|
|
|
Continuing operations
|
|
|
0.34
|
|
Net income
|
|
|
0.38
|
|
Income from continuing operations includes certain
Merger-related items, as listed below on an after-tax basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Merger-related retention awards
and other compensation
|
|
$
|
164
|
|
|
$
|
1,031
|
|
|
$
|
3,440
|
|
Merger-related plant closings and
other restructuring actions
|
|
|
|
|
|
|
1,592
|
|
|
|
13,657
|
|
Impact of inventory and
short-lived intangibles purchase adjustments
|
|
|
|
|
|
|
230
|
|
|
|
3,121
|
|
Merger-related professional fees
|
|
|
|
|
|
|
|
|
|
|
1,075
|
|
|
|
Note 5:
|
Discontinued
Operations
|
During 2006, we sold certain assets and liabilities of our
discontinued operation in Manchester, United Kingdom for
approximately $28.0 million cash and terminated, without
penalty, our supply agreement with British Telecom plc. We
recognized a $4.3 million after-tax loss on the disposal of
this discontinued operation.
During 2005, we sold substantially all of the remaining net
assets of our discontinued operations in Phoenix, Arizona;
Skelmersdale, United Kingdom; Auburn, Massachusetts; and
Barberton, Ohio, for approximately $40.0 million cash. We
recognized a $15.2 million after-tax gain on the disposal
of the discontinued operation assets in Phoenix. The net assets
for the other three discontinued operations were acquired
through the Merger. The net proceeds received from the sales of
the net assets of these three discontinued operations exceeded
their aggregate carrying values by $0.1 million. Upon the
finalization of purchase accounting, we increased the portion of
consideration we previously allocated to the tangible assets of
these discontinued operations and reduced the portion of
consideration we previously allocated to goodwill by this excess
amount.
F-19
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
During 2004, we sold certain net assets of our discontinued
operations in Phoenix, Arizona, and Wadsworth, Ohio for
approximately $78.3 million cash. We recognized a
$0.3 million after-tax gain on the disposal of the
discontinued operation assets in Phoenix. The net assets of our
discontinued operation in Wadsworth were acquired through the
Merger. The net proceeds received from the sale of the net
assets agreed to their aggregate carrying amount.
We recognized severance costs in loss from discontinued
operations in the amount of $1.0 million and
$0.1 million in 2005 because of personnel reductions at our
discontinued operations in Manchester and Phoenix, respectively.
We recognized severance costs of $5.6 million in gain from
discontinued operations during 2004 because of personnel
reductions at our discontinued operation in Phoenix. We also
recognized severance costs in the amount of $3.8 million
and $1.4 million in 2004-2005 because of personnel
reductions at our discontinued operations in Skelmersdale and
Auburn. The Skelmersdale and Auburn costs were recognized as
liabilities assumed in the Merger and were included in the cost
to acquire CDT. Each of these severance liabilities was paid by
the end of 2006.
Operating results from discontinued operations include the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
27,644
|
|
|
$
|
108,561
|
|
|
$
|
221,115
|
|
Loss before taxes
|
|
|
(1,900
|
)
|
|
|
(3,691
|
)
|
|
|
(11,307
|
)
|
Income tax benefit
|
|
|
570
|
|
|
|
2,518
|
|
|
|
15,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss)
|
|
$
|
(1,330
|
)
|
|
$
|
(1,173
|
)
|
|
$
|
4,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposal:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) before taxes
|
|
$
|
(6,140
|
)
|
|
$
|
23,692
|
|
|
$
|
393
|
|
Income tax benefit (expense)
|
|
|
1,842
|
|
|
|
(8,529
|
)
|
|
|
(140
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss)
|
|
$
|
(4,298
|
)
|
|
$
|
15,163
|
|
|
$
|
253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Listed below are the major classes of assets and liabilities
belonging to the discontinued operations that remain as part of
the disposal group:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Receivables
|
|
$
|
|
|
|
$
|
23,747
|
|
Inventories
|
|
|
|
|
|
|
16,482
|
|
Property, plant and equipment
|
|
|
|
|
|
|
16,559
|
|
Other assets
|
|
|
|
|
|
|
209
|
|
|
|
|
|
|
|
|
|
|
Current assets of discontinued
operations
|
|
$
|
|
|
|
$
|
56,997
|
|
|
|
|
|
|
|
|
|
|
Current liabilities of
discontinued operations(1)
|
|
$
|
|
|
|
$
|
13,342
|
|
|
|
|
(1) |
|
Comprised exclusively of accounts payable and accrued liabilities |
F-20
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 6:
|
Income
(Loss) Per Share
|
The following table presents the basis of the income per share
computation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Numerator for basic income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
71,563
|
|
|
$
|
33,568
|
|
|
$
|
10,700
|
|
Gain (loss) from discontinued
operations
|
|
|
(1,330
|
)
|
|
|
(1,173
|
)
|
|
|
4,236
|
|
Gain (loss) on disposal of
discontinued operations
|
|
|
(4,298
|
)
|
|
|
15,163
|
|
|
|
253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
65,935
|
|
|
$
|
47,558
|
|
|
$
|
15,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for diluted income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
71,563
|
|
|
$
|
33,568
|
|
|
$
|
10,700
|
|
Tax-effected interest expense on
convertible subordinated debentures
|
|
|
2,710
|
|
|
|
2,710
|
|
|
|
1,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted income from continuing
operations
|
|
|
74,273
|
|
|
|
36,278
|
|
|
|
11,972
|
|
Gain (loss) from discontinued
operations
|
|
|
(1,330
|
)
|
|
|
(1,173
|
)
|
|
|
4,236
|
|
Gain (loss) on disposal of
discontinued operations
|
|
|
(4,298
|
)
|
|
|
15,163
|
|
|
|
253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
|
|
$
|
68,645
|
|
|
$
|
50,268
|
|
|
$
|
16,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic income per
share weighted average shares
|
|
|
43,319
|
|
|
|
45,655
|
|
|
|
35,404
|
|
Effect of dilutive common stock
equivalents
|
|
|
6,957
|
|
|
|
6,467
|
|
|
|
3,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted income per
share adjusted weighted average shares
|
|
|
50,276
|
|
|
|
52,122
|
|
|
|
38,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, 2006, 2005, and 2004, we
did not include 0.5 million, 2.4 million, and
2.5 million outstanding stock options, respectively, in our
development of the denominators used in the diluted income per
share computations because they were antidilutive. For the year
ended December 31, 2006, we also did not include
0.1 million restricted stock awards with performance
conditions in our development of the denominator used in the
diluted income per share computation because the performance
conditions had not yet been satisfied.
F-21
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The major classes of inventories were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Raw materials
|
|
$
|
54,542
|
|
|
$
|
75,229
|
|
Work-in-process
|
|
|
38,357
|
|
|
|
42,152
|
|
Finished goods
|
|
|
120,520
|
|
|
|
139,035
|
|
Perishable tooling and supplies
|
|
|
4,016
|
|
|
|
3,977
|
|
|
|
|
|
|
|
|
|
|
Gross inventories
|
|
|
217,435
|
|
|
|
260,393
|
|
Obsolescence and other reserves
|
|
|
(15,187
|
)
|
|
|
(14,912
|
)
|
|
|
|
|
|
|
|
|
|
Net inventories
|
|
$
|
202,248
|
|
|
$
|
245,481
|
|
|
|
|
|
|
|
|
|
|
In pursuit of our goal to manage better all aspects of working
capital, and especially to reduce our reliance on finished goods
inventory, we changed our inventory management process worldwide
in 2006. This included a change in the parameters we apply to
our allowances for excess and obsolete inventories. We
recognized pretax charges of approximately $11.1 million in
cost of sales during 2006 to reflect a change in accounting
estimate related to measurement of our allowances for excess and
obsolete inventories. The effect of this change on income from
continuing operations and income per diluted share from
continuing operations was approximately $7.3 million and
$.14 per share.
|
|
Note 8:
|
Property,
Plant and Equipment
|
The carrying values of property, plant and equipment were as
follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Land and land improvements
|
|
$
|
24,981
|
|
|
$
|
23,670
|
|
Buildings and leasehold
improvements
|
|
|
133,001
|
|
|
|
128,498
|
|
Machinery and equipment
|
|
|
362,068
|
|
|
|
369,140
|
|
Computer equipment and software
|
|
|
36,797
|
|
|
|
35,569
|
|
Construction in process
|
|
|
19,572
|
|
|
|
10,056
|
|
|
|
|
|
|
|
|
|
|
Gross property, plant and equipment
|
|
|
576,419
|
|
|
|
566,933
|
|
Accumulated depreciation
|
|
|
(304,134
|
)
|
|
|
(279,155
|
)
|
|
|
|
|
|
|
|
|
|
Net property, plant and equipment
|
|
$
|
272,285
|
|
|
$
|
287,778
|
|
|
|
|
|
|
|
|
|
|
Disposals
During 2006, we sold property, plant and equipment in Sweden,
the Czech Republic, and the Netherlands for $4.1 million
cash. We recognized an aggregate $2.5 million gain on the
disposals of these assets.
During 2005, we sold real estate in Canada and Germany for
$6.1 million cash. We recognized an aggregate
$0.5 million gain on the disposals of these assets. Also
during 2005, we sold real estate in the United States acquired
in the Merger for $1.4 million cash. The proceeds received
from the sale exceeded the carrying value of this facility by
less than $0.1 million. Upon the finalization of purchase
accounting, we increased the portion of Merger consideration we
had previously allocated to net assets acquired and reduced the
portion of Merger consideration we had previously allocated to
goodwill by this excess amount.
F-22
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
We sold certain equipment in the Netherlands along with
technology related to the production of deflection coils during
2003 and received a cash payment of $1.3 million. During
2004, the technical conditions of the sale were fulfilled, we
received a final $0.4 million cash payment, and we
recognized a $1.7 million gain on the disposal of these
assets.
Impairment
In 2006, we determined that certain asset groups in the Belden
Americas and Europe operating segments were impaired. The asset
groups in the Belden Americas operating segment were impaired
because of our pending closures of three manufacturing
facilities in the United States and the cessation of
manufacturing at a facility in Canada. The asset group in the
Europe operating segment was impaired because of product
portfolio management actions we initiated. We estimated the fair
values of the asset groups based upon anticipated net proceeds
from their sales and recognized impairment losses of
$8.6 million and $2.5 million in the Belden Americas
and Europe operating segments, respectively.
During 2005, we determined that a certain asset group in the
Europe operating segment was impaired because of product
portfolio management actions we initiated. We estimated the fair
value of the asset group based upon anticipated net proceeds
from its sale and recognized an impairment loss of
$1.1 million.
During 2004, we determined that certain asset groups in the
Europe and Belden Americas operating segments were impaired. The
asset groups in the Europe operating segment were impaired
because of product portfolio management actions we initiated.
The asset groups in the Belden Americas segment were impaired
due to excess capacity primarily as a result of the combined
capacity after the Merger. We estimated the fair values of these
asset groups based upon anticipated net proceeds from their
sales and recognized impairment losses of $5.7 million and
$3.2 million in the Europe and Belden Americas operating
segments, respectively.
Depreciation
Expense
We recognized depreciation expense of $33.1 million,
$32.9 million and $27.0 million in 2006, 2005, and
2004, respectively. We also recognized depreciation cost of
$2.7 million, $4.3 million, and $3.3 million
related to our various discontinued operations in gain (loss)
from discontinued operations during 2006, 2005, and 2004,
respectively.
F-23
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 9:
|
Intangible
Assets
|
The carrying values of intangible assets were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
December 31, 2005
|
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
|
(In thousands)
|
|
|
Goodwill(1)
|
|
$
|
287,266
|
|
|
$
|
(12,132
|
)
|
|
$
|
275,134
|
|
|
$
|
284,435
|
|
|
$
|
(12,145
|
)
|
|
$
|
272,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets subject to
amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relations
|
|
$
|
55,389
|
|
|
$
|
(5,640
|
)
|
|
$
|
49,749
|
|
|
$
|
54,608
|
|
|
$
|
(3,237
|
)
|
|
$
|
51,371
|
|
Patents
|
|
|
6,247
|
|
|
|
(800
|
)
|
|
|
5,447
|
|
|
|
6,179
|
|
|
|
(654
|
)
|
|
|
5,525
|
|
Favorable contracts
|
|
|
1,094
|
|
|
|
(768
|
)
|
|
|
326
|
|
|
|
1,094
|
|
|
|
(456
|
)
|
|
|
638
|
|
Backlog
|
|
|
1,379
|
|
|
|
(1,379
|
)
|
|
|
|
|
|
|
1,976
|
|
|
|
(1,976
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets subject
to amortization
|
|
|
64,109
|
|
|
|
(8,587
|
)
|
|
|
55,522
|
|
|
|
63,857
|
|
|
|
(6,323
|
)
|
|
|
57,534
|
|
Trademarks(1)
|
|
|
15,442
|
|
|
|
|
|
|
|
15,442
|
|
|
|
14,925
|
|
|
|
|
|
|
|
14,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
$
|
79,551
|
|
|
$
|
(8,587
|
)
|
|
$
|
70,964
|
|
|
$
|
78,782
|
|
|
$
|
(6,323
|
)
|
|
$
|
72,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Accumulated amortization was recognized prior to our adoption of
SFAS No. 142, Goodwill and Other Intangible
Assets |
Segment
Allocation of Goodwill
Our goodwill is allocated among our operating segments as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
Change
|
|
|
|
(In thousands)
|
|
|
Belden Americas Segment
|
|
$
|
60,252
|
|
|
$
|
60,252
|
|
|
$
|
|
|
Specialty Products Segment
|
|
|
36,950
|
|
|
|
36,950
|
|
|
|
|
|
Europe Segment
|
|
|
33,671
|
|
|
|
30,474
|
|
|
|
3,197
|
|
Finance & Administration
|
|
|
144,261
|
|
|
|
144,614
|
|
|
|
(353
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
275,134
|
|
|
$
|
272,290
|
|
|
$
|
2,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill allocated to the Europe segment increased during 2006
primarily because of the $3.3 million impact of translation
on goodwill denominated in currencies other than the United
States dollar and $0.4 million of other adjustments
partially offset by a $0.2 million reduction to
Merger-related accrued severance balances that were originally
recorded in purchase accounting and the $0.3 million impact
of our buyout of a minority interest holder in one of our German
subsidiaries. We believe that goodwill recognized in F&A
benefits the entire Company because it represents
acquirer-specific synergies unique to the Merger. Goodwill
recorded in F&A decreased during 2006 because of a
reduction to Merger-related accrued severance balances that were
originally recorded in purchase accounting.
Impairment
At December 31, 2006 and 2005, the carrying amounts of
goodwill, trademarks, and intangible assets subject to
amortization were considered recoverable.
F-24
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
During 2005, we determined that the carrying amount of goodwill
reported by the Europe segment and the goodwill amount allocated
from F&A to the Europe segment for the purpose of annual
impairment testing were impaired because of our decision to exit
the United Kingdom communications cable market. We determined
the estimated fair value of the Europe reporting unit by
calculating the present value of its estimated future cash
flows. We determined the implied fair value of goodwill
associated with the Europe reporting unit by subtracting the
estimated fair value of tangible assets and intangible assets
subject to amortization associated with the Europe reporting
unit from the estimated fair value of the unit. We recognized
impairment losses totaling $4.5 million in the Europe
segment and $2.4 million in F&A in 2005.
Amortization
Expense
The Company recognized amortization expense of
$2.9 million, $4.8 million and $1.5 million in
2006, 2005, and 2004, respectively. The Company expects to
recognize annual amortization expense of $2.9 million in
2007 and approximately $2.6 million in 2008, 2009, 2010,
and 2011.
|
|
Note 10:
|
Accounts
Payable and Accrued Liabilities
|
The carrying values of accounts payable and accrued liabilities
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Accounts payable
|
|
$
|
88,557
|
|
|
$
|
100,731
|
|
|
|
|
|
Wages, severance and related taxes
|
|
|
44,469
|
|
|
|
33,370
|
|
|
|
|
|
Employee benefits
|
|
|
14,344
|
|
|
|
34,526
|
|
|
|
|
|
Interest
|
|
|
3,878
|
|
|
|
5,485
|
|
|
|
|
|
Other (individual items less than
5% of total current liabilities)
|
|
|
48,760
|
|
|
|
42,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
200,008
|
|
|
$
|
216,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North
America Restructuring
In 2006, we announced our decision to restructure certain North
American operations in an effort to increase our manufacturing
presence in lower-labor-cost regions near our major markets,
starting with the planned construction of a new manufacturing
facility in Mexico, the upcoming closures of manufacturing
facilities in Kentucky; South Carolina; and Illinois; and the
cessation of manufacturing at our facility in Quebec. We
recognized severance costs of $8.7 million in cost of sales
within the Belden Americas segment in 2006. We expect to
recognize estimated severance costs of approximately
$2.8 million related to these restructuring actions during
2007.
Reduction
in Force
In 2006, we recognized severance costs totaling
$3.5 million ($1.2 million in cost of sales and
$2.3 million in SG&A expenses) related to worldwide
position eliminations resulting from our efforts to reduce
production, selling, and administrative costs. Severance costs
of $1.9 million, $1.0 million, $0.5 million, and
$0.1 million were recognized by the Belden Americas
segment, the Europe segment, the Specialty Products segment, and
the Asia Pacific segment, respectively. We expect to recognize
estimated severance costs of approximately $0.4 million
related to this restructuring action during 2007.
F-25
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Europe
Restructuring
In 2005 and 2006, we announced various decisions to restructure
certain European operations in an effort to reduce manufacturing
floor space and overhead, starting with the closures of a
manufacturing facility in Sweden and sales offices in the United
Kingdom and Germany, as well as product portfolio actions in the
Czech Republic and the Netherlands. We recognized severance
costs within the Europe segment totaling $8.2 million
($6.7 million in cost of sales and $1.5 million in
SG&A expenses) in 2006 and $7.7 million
($7.6 million in cost of sales and $0.1 million in
SG&A expenses) during 2005 related to these restructuring
actions. We do not expect to recognize additional severance
costs related to these restructuring actions.
Belden
CDT Merger Restructuring
In 2004, we initiated plans to reduce personnel at several
legacy CDT locations and recognized severance costs of
$14.0 million ($6.7 million, $3.3 million,
$2.0 million, $1.7 million and $0.3 million in
the financial records of F&A, the Europe segment, the
Specialty Products segment, the Belden Americas segment, and the
Asia Pacific segment, respectively). These costs were recognized
as a liability assumed in the Merger and were included in the
cost to acquire CDT. During 2005-2006, we decided to terminate
certain of these restructuring plans because of improved
capacity utilization. In 2006, we reduced accrued severance
recorded within the Belden Americas segment and the Europe
segment by $0.2 million each. In 2005, we reduced accrued
severance recorded within the Specialty Products segment, the
Europe segment, and the Belden Americas segment by
$0.8 million, $0.8 million and $0.5 million,
respectively. In each of these years, we also reduced the
portion of the consideration we had previously allocated to
goodwill by the same amounts.
The following table sets forth restructuring activity that
occurred during 2004-2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
Reduction
|
|
|
Europe
|
|
|
Belden CDT Merger
|
|
|
|
Restructuring
|
|
|
in Force
|
|
|
Restructuring
|
|
|
Restructuring
|
|
|
|
Accrual
|
|
|
Employee
|
|
|
Accrual
|
|
|
Employee
|
|
|
Accrual
|
|
|
Employee
|
|
|
Accrual
|
|
|
Employee
|
|
|
|
Activity
|
|
|
Count
|
|
|
Activity
|
|
|
Count
|
|
|
Activity
|
|
|
Count
|
|
|
Activity
|
|
|
Count
|
|
|
|
(In thousands, except number of employees)
|
|
|
Balance at December 31, 2003
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
New charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,549
|
|
|
|
210
|
|
Cash payments/employee terminations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,162
|
)
|
|
|
(25
|
)
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
162
|
|
|
|
|
|
Other adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,549
|
|
|
|
185
|
|
New charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ongoing benefits arrangement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,698
|
|
|
|
151
|
|
|
|
|
|
|
|
|
|
Merger restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,447
|
|
|
|
22
|
|
Cash payments/employee terminations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,909
|
)
|
|
|
(62
|
)
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
Other adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,107
|
)
|
|
|
(76
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-26
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
Reduction
|
|
|
Europe
|
|
|
Belden CDT Merger
|
|
|
|
Restructuring
|
|
|
in Force
|
|
|
Restructuring
|
|
|
Restructuring
|
|
|
|
Accrual
|
|
|
Employee
|
|
|
Accrual
|
|
|
Employee
|
|
|
Accrual
|
|
|
Employee
|
|
|
Accrual
|
|
|
Employee
|
|
|
|
Activity
|
|
|
Count
|
|
|
Activity
|
|
|
Count
|
|
|
Activity
|
|
|
Count
|
|
|
Activity
|
|
|
Count
|
|
|
|
(In thousands, except number of employees)
|
|
|
Balance at December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,698
|
|
|
|
151
|
|
|
|
1,978
|
|
|
|
69
|
|
New charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time termination arrangement
|
|
|
8,731
|
|
|
|
451
|
|
|
|
3,501
|
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ongoing benefits arrangement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,307
|
|
|
|
80
|
|
|
|
|
|
|
|
|
|
Special termination benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
908
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
Cash payments/employee terminations
|
|
|
(1,095
|
)
|
|
|
(182
|
)
|
|
|
(124
|
)
|
|
|
(3
|
)
|
|
|
(11,949
|
)
|
|
|
(181
|
)
|
|
|
(886
|
)
|
|
|
(22
|
)
|
Foreign currency translation
|
|
|
(71
|
)
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
577
|
|
|
|
|
|
|
|
43
|
|
|
|
|
|
Other adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(59
|
)
|
|
|
|
|
|
|
(423
|
)
|
|
|
(36
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
$
|
7,565
|
|
|
|
269
|
|
|
$
|
3,373
|
|
|
|
115
|
|
|
$
|
4,482
|
|
|
|
53
|
|
|
$
|
712
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company continues to review its business strategies and
evaluate further restructuring actions. This could result in
additional severance and other related benefits charges in
future periods.
Environmental
Remediation Liabilities
Our accrued liability for environmental remediation and related
costs was approximately $6.2 million and $7.2 million
at December 31, 2006 and 2005, respectively. The Company
expects to fund these environmental remediation liabilities over
the next 4 years. It is reasonably possible that a change
in the estimated remediation costs will occur before remediation
is completed.
Executive
Succession Costs
In 2005, two former senior executives entered into separation of
employment agreements with us. The separation agreements
confirmed each executives entitlement and obligations
under his July 2001 change of control agreement as a result of
his separation of employment. We recognized SG&A expense of
$7.0 million in 2005 related to these separations of
employment and associated executive succession planning services.
F-27
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 11:
|
Long-Term
Debt and Other Borrowing Arrangements
|
The carrying values of long-term debt and other borrowing
arrangements were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Contingently convertible notes,
face amount of $110,000 due 2023, contractual interest rate
4.00%, effective interest rate 4.00%
|
|
$
|
110,000
|
|
|
$
|
110,000
|
|
Medium-term notes, face amount of
$45,000 due from 2007 through 2009, contractual interest rate
6.92%, effective interest rate 6.92%
|
|
|
45,000
|
|
|
|
60,000
|
|
Medium-term notes, face amount of
$17,000 due 2009, contractual interest rate 7.95%, effective
interest rate 8.06%
|
|
|
17,000
|
|
|
|
17,000
|
|
Medium-term notes, face amount of
$44,000 due 2006, contractual interest rate 7.74%, effective
interest rate 7.85%
|
|
|
|
|
|
|
44,000
|
|
Variable-rate bank revolving
credit agreement, due 2011
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
Total debt and other borrowing
arrangements
|
|
|
172,000
|
|
|
|
231,051
|
|
Less current maturities
|
|
|
(62,000
|
)
|
|
|
(59,000
|
)
|
|
|
|
|
|
|
|
|
|
Long-term debt and other borrowing
arrangements
|
|
$
|
110,000
|
|
|
$
|
172,051
|
|
|
|
|
|
|
|
|
|
|
Contingently
Convertible Notes
At December 31, 2006, we had outstanding
$110.0 million of unsecured subordinated debentures. The
debentures are convertible into approximately 6.2 million
shares of common stock, at a conversion price of $17.859 per
share, upon the occurrence of certain events. The conversion
price is subject to adjustment for dividends and other equity
transactions.
Holders may surrender their debentures for conversion into
shares of our common stock upon satisfaction of any of the
following conditions: (1) the closing sale price of our
common stock is at least 110% of the conversion price for a
minimum of 20 days in the 30
trading-day
period ending on the trading day prior to surrender;
(2) the senior implied rating assigned to us by
Moodys Investors Service, Inc. is downgraded to B2 or
below and the corporate credit rating assigned to us by
Standard & Poors is downgraded to B or below;
(3) we have called the debentures for redemption; or,
(4) upon the occurrence of certain corporate transactions
as specified in the indenture. As of December 31, 2006,
condition (1) had been met, but condition (2) had not
been met as the senior implied rating was Ba2 and the corporate
credit rating was BB−.
Interest of 4.0% is payable semiannually in arrears, on January
15 and July 15. The debentures mature on July 15,
2023, if not previously redeemed. We may call some or all of the
debentures on or after July 21, 2008 for redemption in
cash, at a price equal to 100% of the principal amount of the
debentures plus accrued and unpaid interest up to the redemption
date. Holders may require us to purchase all or part of their
debentures on July 15, 2008, July 15, 2013, or
July 15, 2018, at a price equal to 100% of the principal
amount of the debentures plus accrued and unpaid interest up to
the redemption date, in which case the purchase price may be
paid in cash, shares of our common stock or a combination of
cash and our common stock, at our option.
Medium-Term
Notes
In 1999, we completed a private placement of $44.0 million
and $17.0 million of unsecured medium-term notes. We repaid
the $44.0 million tranche of these notes in 2006. The
agreement for the notes contains
F-28
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
various customary affirmative and negative covenants and other
provisions, including restrictions on the incurrence of debt,
maintenance of a maximum leverage ratio and minimum net worth.
In 1997, we completed a private placement of $75.0 million
of unsecured medium-term notes. The notes bear interest at 6.92%
and mature in 8 to 12 years from closing with an average
life of 10 years. We repaid $30.0 million of these
notes in 2005-2006. The agreement for the notes contains various
customary affirmative and negative covenants and other
provisions, including restrictions on the incurrence of debt,
maintenance of a maximum leverage ratio and minimum net worth.
In January 2007, we discovered that we were in technical default
of a covenant in each agreement. Rather than request a waiver
for these covenant violations, we redeemed the outstanding notes
and consequently classified them as a current maturity in our
Consolidated Balance Sheet. Additional discussion regarding our
2007 redemption of these notes is included in Note 21 to
the Consolidated Financial Statements.
Senior
Credit Agreement
We executed a new credit agreement with a group of 8 banks in
January 2006 (the Senior Credit Agreement). The Senior Credit
Agreement provides us with a $165.0 million secured,
variable-rate and revolving credit facility expiring in January
2011. The facility is secured by our overall cash flow and our
assets in the United States. There were no borrowings
outstanding under this facility at any time during 2006. The
Senior Credit Agreement contains certain financial covenants,
including maintenance of maximum leverage and minimum fixed
charge coverage ratios, with which we are required to comply.
The Senior Credit Agreement replaced a $75.0 million
agreement executed in October 2003 between us and a group of 6
banks that would have expired in June 2006. We cancelled this
old credit agreement in January 2006.
Maturities
Maturities on outstanding long-term debt and other borrowings
during each of the five years subsequent to December 31,
2006 are as follows:
|
|
|
|
|
|
|
(In thousands)
|
|
|
2007
|
|
$
|
62,000
|
|
2008
|
|
|
|
|
2009
|
|
|
|
|
2010
|
|
|
|
|
2011
|
|
|
|
|
Thereafter
|
|
|
110,000
|
|
|
|
|
|
|
|
|
$
|
172,000
|
|
|
|
|
|
|
The net income tax expense of $40.7 million for 2006
resulted from income from continuing operations before taxes of
$112.3 million. We recorded an additional $3.7 million
deferred tax asset valuation reserve during 2006 with respect to
net operating losses generated primarily in the Netherlands and
Sweden. We consider income from foreign subsidiaries to be
indefinitely reinvested and, accordingly, have not recorded a
provision for United States federal and state income taxes for
foreign income. Undistributed income of our foreign subsidiaries
totaled $12.2 million in 2006. Upon distribution of foreign
subsidiary income, we may be subject to United States income
taxes (subject to an adjustment for foreign tax credits) and
withholding taxes payable to the various foreign countries.
F-29
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
We are party to a Tax Sharing and Separation Agreement (Tax
Agreement) with our former owner, Cooper Industries Ltd.
(Cooper). The Tax Agreement requires us to pay Cooper most of
the tax benefits resulting from basis adjustments arising from
our initial public offering on October 6, 1993. The effect
of the Tax Agreement is to put us in the same financial position
we would have been in had there been no increase in the tax
basis of our assets (except for a retained 10% benefit). The
retained 10% benefit reduced income tax expense for the years
ended December 31, 2006, 2005, and 2004 by
$1.2 million each year. Included in 2006 taxes paid were
$10.4 million paid to Cooper in accordance with the Tax
Agreement. There were no payments to Cooper under the Tax
Agreement in 2005 and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Income (loss) from continuing
operations before taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States operations
|
|
$
|
100,058
|
|
|
$
|
53,627
|
|
|
$
|
33,905
|
|
Foreign operations
|
|
|
12,218
|
|
|
|
3,913
|
|
|
|
(9,308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
112,276
|
|
|
$
|
57,540
|
|
|
$
|
24,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Currently payable (receivable):
|
|
|
|
|
|
|
|
|
|
|
|
|
United States federal
|
|
$
|
13,513
|
|
|
$
|
|
|
|
$
|
|
|
United States state and local
|
|
|
409
|
|
|
|
155
|
|
|
|
|
|
Foreign
|
|
|
7,895
|
|
|
|
9,690
|
|
|
|
(5,191
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,817
|
|
|
|
9,845
|
|
|
|
(5,191
|
)
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States federal
|
|
|
15,946
|
|
|
|
13,759
|
|
|
|
9,240
|
|
United States state and local
|
|
|
2,869
|
|
|
|
1,739
|
|
|
|
1,959
|
|
Foreign
|
|
|
81
|
|
|
|
(1,371
|
)
|
|
|
7,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,896
|
|
|
|
14,127
|
|
|
|
19,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense
|
|
$
|
40,713
|
|
|
$
|
23,972
|
|
|
$
|
13,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Effective income tax rate
reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States federal statutory
rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
State and local income taxes
|
|
|
2.9
|
%
|
|
|
3.3
|
%
|
|
|
1.8
|
%
|
Increase in deferred tax asset
valuation allowance
|
|
|
3.3
|
%
|
|
|
8.7
|
%
|
|
|
38.2
|
%
|
Resolution of prior-period tax
contingency
|
|
|
(4.3
|
)%
|
|
|
(6.5
|
)%
|
|
|
(9.9
|
)%
|
Foreign income tax rate differences
|
|
|
(0.2
|
)%
|
|
|
1.9
|
%
|
|
|
(5.0
|
)%
|
Other
|
|
|
(0.4
|
)%
|
|
|
(0.7
|
)%
|
|
|
(3.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36.3
|
%
|
|
|
41.7
|
%
|
|
|
56.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-30
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Components of deferred income tax
balances:
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities,
net:
|
|
|
|
|
|
|
|
|
Plant, equipment and intangibles
|
|
$
|
(105,362
|
)
|
|
$
|
(108,373
|
)
|
|
|
|
|
|
|
|
|
|
Deferred income tax assets:
|
|
|
|
|
|
|
|
|
Postretirement and pension accruals
|
|
|
20,996
|
|
|
|
20,366
|
|
Reserves and accruals
|
|
|
31,982
|
|
|
|
21,975
|
|
Net operating loss carryforwards
|
|
|
46,902
|
|
|
|
47,812
|
|
Valuation allowances
|
|
|
(31,253
|
)
|
|
|
(27,786
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
68,627
|
|
|
|
62,367
|
|
|
|
|
|
|
|
|
|
|
Net deferred income tax liability
|
|
$
|
(36,735
|
)
|
|
$
|
(46,006
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
Current
|
|
|
Noncurrent
|
|
|
Total
|
|
|
Current
|
|
|
Noncurrent
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Deferred income tax assets
|
|
$
|
34,664
|
|
|
$
|
33,963
|
|
|
$
|
68,627
|
|
|
$
|
27,845
|
|
|
$
|
34,522
|
|
|
$
|
62,367
|
|
Deferred income tax liabilities
|
|
|
|
|
|
|
(105,362
|
)
|
|
|
(105,362
|
)
|
|
|
|
|
|
|
(108,373
|
)
|
|
|
(108,373
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34,664
|
|
|
$
|
(71,399
|
)
|
|
$
|
(36,735
|
)
|
|
|
27,845
|
|
|
$
|
(73,851
|
)
|
|
$
|
(46,006
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes have been established for differences in
the basis of assets and liabilities for financial statement and
tax reporting purposes as adjusted for the Tax Agreement with
Cooper.
As of December 31, 2006, we had $220.5 million of net
operating loss carryforwards as adjusted by the Tax Agreement
with Cooper. Unless otherwise utilized, net operating loss
carryforwards will expire as follows: $11.7 million in
2007, $11.6 million in 2008, $13.6 million between
2009 and 2011, and $65.9 million between 2012 and 2025. Net
operating loss carryforwards with an indefinite carryforward
period total $117.7 million. The net operating loss
carryforwards expiring in 2007 through 2009 will not have a
significant impact on the effective tax rate because of deferred
tax asset valuation allowances recorded for those loss
carryforwards.
|
|
Note 13:
|
Pension
and Other Postretirement Benefits
|
Substantially all employees in Canada, the Czech Republic, the
Netherlands, the United Kingdom, and the United States are
covered by defined benefit or defined contribution pension
plans. We terminated our separate defined benefit plan in the
Netherlands at the end of 2005. Employees in the Netherlands now
participate in an industry pension plan. Annual contributions to
retirement plans equal or exceed the minimum funding
requirements of applicable local regulations. The assets of the
pension plans we sponsor are maintained in various trusts and
are invested primarily in equity and fixed income securities.
Benefits provided to employees under defined contribution plans
include cash contributions by the Company based on either hours
worked by the employee or a percentage of the employees
compensation and in certain plans during 2005 a partial matching
of employees salary deferrals with our common stock.
Defined contribution expense for 2006, 2005, and 2004 was
$8.9 million, $6.0 million and $4.2 million,
respectively. The increase in contributions during 2006 resulted
primarily from contributions to the industry pension plan for
employees in the Netherlands and during 2005 from the Merger.
F-31
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
We sponsor unfunded postretirement medical and life insurance
benefit plans for certain of our employees in Canada and the
United States. The medical benefit portion of the United States
plan is only for employees who retired prior to 1989 as well as
certain other employees who were near retirement and elected to
receive certain benefits.
The following tables provide a reconciliation of the changes in
the plans benefit obligations and fair value of assets as
well as a statement of the funded status and balance sheet
reporting for these plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
|
|
|
Years Ended
|
|
|
Other Benefits
|
|
|
|
December 31,
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation, beginning of
year
|
|
$
|
(177,166
|
)
|
|
$
|
(263,913
|
)
|
|
$
|
(47,583
|
)
|
|
$
|
(41,279
|
)
|
Service cost
|
|
|
(6,163
|
)
|
|
|
(9,476
|
)
|
|
|
(646
|
)
|
|
|
(530
|
)
|
Interest cost
|
|
|
(9,146
|
)
|
|
|
(13,151
|
)
|
|
|
(2,326
|
)
|
|
|
(2,344
|
)
|
Participant contributions
|
|
|
(319
|
)
|
|
|
(1,300
|
)
|
|
|
(31
|
)
|
|
|
(40
|
)
|
Plan amendments
|
|
|
(545
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gain (loss)
|
|
|
(2,310
|
)
|
|
|
(16,056
|
)
|
|
|
2,607
|
|
|
|
(4,908
|
)
|
Special termination benefits
|
|
|
|
|
|
|
(5,869
|
)
|
|
|
|
|
|
|
|
|
Liability curtailments
|
|
|
3,129
|
|
|
|
17,250
|
|
|
|
|
|
|
|
|
|
Liability settlements
|
|
|
|
|
|
|
85,146
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange rate
changes
|
|
|
(5,194
|
)
|
|
|
11,444
|
|
|
|
(230
|
)
|
|
|
(976
|
)
|
Benefits paid
|
|
|
13,096
|
|
|
|
18,759
|
|
|
|
2,724
|
|
|
|
2,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation, end of year
|
|
$
|
(184,618
|
)
|
|
$
|
(177,166
|
)
|
|
$
|
(45,485
|
)
|
|
$
|
(47,583
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
|
|
|
Years Ended
|
|
|
Other Benefits
|
|
|
|
December 31,
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets,
beginning of year
|
|
$
|
134,716
|
|
|
$
|
190,066
|
|
|
$
|
|
|
|
$
|
|
|
Actual return on plan assets
|
|
|
16,639
|
|
|
|
23,117
|
|
|
|
|
|
|
|
|
|
Employer contributions
|
|
|
28,198
|
|
|
|
26,071
|
|
|
|
2,693
|
|
|
|
2,454
|
|
Plan participants contributions
|
|
|
319
|
|
|
|
1,300
|
|
|
|
31
|
|
|
|
40
|
|
Liability settlements
|
|
|
|
|
|
|
(78,894
|
)
|
|
|
|
|
|
|
|
|
Foreign currency exchange rate
changes
|
|
|
4,603
|
|
|
|
(8,185
|
)
|
|
|
|
|
|
|
|
|
Benefits paid
|
|
|
(13,096
|
)
|
|
|
(18,759
|
)
|
|
|
(2,724
|
)
|
|
|
(2,494
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets, end of
year
|
|
$
|
171,379
|
|
|
$
|
134,716
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded Status:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
$
|
(13,239
|
)
|
|
$
|
(42,450
|
)
|
|
$
|
(45,485
|
)
|
|
$
|
(47,583
|
)
|
Unrecognized net actuarial loss
|
|
|
35,580
|
|
|
|
43,559
|
|
|
|
11,151
|
|
|
|
14,351
|
|
Unrecognized prior service cost
|
|
|
468
|
|
|
|
(104
|
)
|
|
|
(408
|
)
|
|
|
(514
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued benefit cost
|
|
$
|
22,809
|
|
|
$
|
1,005
|
|
|
$
|
(34,742
|
)
|
|
$
|
(33,746
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-32
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
Other Benefits
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Amounts recognized in the balance
sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid benefit cost
|
|
$
|
5,761
|
|
|
$
|
750
|
|
|
$
|
|
|
|
$
|
|
|
Accrued benefit liability (current)
|
|
|
(1,118
|
)
|
|
|
(18,678
|
)
|
|
|
(2,599
|
)
|
|
|
(2,949
|
)
|
Accrued benefit liability
(noncurrent)
|
|
|
(18,026
|
)
|
|
|
(10,954
|
)
|
|
|
(42,888
|
)
|
|
|
(30,797
|
)
|
Noncurrent deferred taxes
|
|
|
13,093
|
|
|
|
11,358
|
|
|
|
4,015
|
|
|
|
|
|
Accumulated other comprehensive
income
|
|
|
23,099
|
|
|
|
18,529
|
|
|
|
6,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
22,809
|
|
|
$
|
1,005
|
|
|
$
|
(34,742
|
)
|
|
$
|
(33,746
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2006, the change in benefit obligation attributable to
actuarial gain or losses for pension benefits related primarily
to a change in the mortality assumption for the United Kingdom
plan and for other postretirement benefits related primarily to
favorable claims experience for the Canadian plan. In 2005, the
change in benefit obligation for pension and other
postretirement benefits attributable to actuarial gains or
losses related primarily to a decrease in the discount rate used
in the computation of such benefits.
The accumulated benefit obligation for all defined benefit
pension plans was $178.2 million and $164.0 million at
December 31, 2006 and 2005, respectively.
The projected benefit obligation, accumulated benefit
obligation, and fair value of plan assets for the pension plans
with an accumulated benefit obligation in excess of plan assets
were $131.9 million, $126.3 million, and
$112.8 million, respectively, as of December 31, 2006
and $165.4 million, $152.2 million, and
$122.3 million, respectively, as of December 31, 2005.
The following table provides the components of net periodic
benefit costs for the plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
Other Benefits
|
|
|
|
Years Ended December 31,
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Components of net periodic benefit
cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
6,163
|
|
|
$
|
9,476
|
|
|
$
|
7,589
|
|
|
$
|
646
|
|
|
$
|
530
|
|
|
$
|
205
|
|
Interest cost
|
|
|
9,146
|
|
|
|
13,151
|
|
|
|
12,014
|
|
|
|
2,326
|
|
|
|
2,344
|
|
|
|
1,525
|
|
Expected return on plan assets
|
|
|
(10,814
|
)
|
|
|
(14,838
|
)
|
|
|
(13,047
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost
|
|
|
(27
|
)
|
|
|
(39
|
)
|
|
|
(39
|
)
|
|
|
(106
|
)
|
|
|
(106
|
)
|
|
|
(106
|
)
|
Special termination benefits
|
|
|
|
|
|
|
5,869
|
|
|
|
976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement of liabilities
|
|
|
(45
|
)
|
|
|
863
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss recognition
|
|
|
2,502
|
|
|
|
3,432
|
|
|
|
2,116
|
|
|
|
687
|
|
|
|
619
|
|
|
|
432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
6,925
|
|
|
$
|
17,914
|
|
|
$
|
9,655
|
|
|
$
|
3,553
|
|
|
$
|
3,387
|
|
|
$
|
2,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-33
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents the assumptions used in determining
the benefit obligations and the net periodic benefit cost
amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
Other Benefits
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Weighted average assumptions for
benefit obligations at year end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
5.4%
|
|
|
|
5.2%
|
|
|
|
5.3%
|
|
|
|
5.2%
|
|
Salary increase
|
|
|
4.0%
|
|
|
|
4.0%
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Weighted average assumptions for
net periodic cost for the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
5.2%
|
|
|
|
5.4%
|
|
|
|
5.2%
|
|
|
|
5.8%
|
|
Salary increase
|
|
|
4.0%
|
|
|
|
4.0%
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Expected return on assets
|
|
|
7.4%
|
|
|
|
8.1%
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Assumed health care cost trend
rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health care cost trend rate
assumed for next year
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
9.0%
|
|
|
|
10.0%
|
|
Rate that the cost trend rate
gradually declines to
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
5.0%
|
|
|
|
5.0%
|
|
Year that the rate reaches the
rate it is assumed to remain at
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
2011
|
|
|
|
2010
|
|
Measurement date
|
|
|
12/31/2006
|
|
|
|
12/31/2005
|
|
|
|
12/31/2006
|
|
|
|
12/31/2005
|
|
Assumed health care cost trend rates have a significant effect
on the amounts reported for the health care plan. A one
percentage-point change in the assumed health care cost trend
rates would have the following effects on 2006 expense and
year-end liabilities.
|
|
|
|
|
|
|
|
|
|
|
1% Increase
|
|
|
1% Decrease
|
|
|
|
(In thousands)
|
|
|
Effect on total of service and
interest cost components
|
|
$
|
408
|
|
|
$
|
(320
|
)
|
Effect on postretirement benefit
obligation
|
|
$
|
5,508
|
|
|
$
|
(4,427
|
)
|
In 2004, the FASB issued FASB Staff Position (FSP)
No. 106-2,
Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of
2003 (the Act). FSP
No. 106-2
provides guidance on the accounting for and disclosure of the
subsidy available under the Act for employers that sponsor
postretirement health care plans providing prescription drug
benefits. We elected to apply the requirements of
FSP 106-2
in the second quarter of 2004, retroactive to the enactment date
of the Act. The reduction in the accumulated postretirement
benefit obligation attributed to past service as a result of the
subsidy available under the Act is $1.6 million. The effect
of the subsidy on the net periodic postretirement benefit cost
for 2004 is $0.2 million.
F-34
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table reflects the pension plans actual and
target asset allocations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
|
|
|
Actual
|
|
|
Actual
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
57
|
%
|
|
|
75
|
%
|
|
|
78
|
%
|
Debt securities
|
|
|
43
|
%
|
|
|
25
|
%
|
|
|
22
|
%
|
Real estate
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
Other
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Absent regulatory or statutory limitations, the target asset
allocation for the investment of the assets for our ongoing
pension plans is 25% in debt securities and 75% in equity
securities and for our pension plans where the majority of the
participants are in payment or terminated vested status is 80%
in debt securities and 20% in equity securities. The plans only
invest in debt and equity instruments for which there is a ready
public market. We develop our expected long-term rate of return
assumptions based on the historical rates of returns for equity
and debt securities of the type in which our plans invest.
The following table reflects the benefits as of
December 31, 2006 expected to be paid in each of the next
five years and in the aggregate for the five years thereafter
from our pension and other postretirement plans as well as the
expected subsidy receipts available under the Act in these
years. Because our other postretirement plans are unfunded, the
anticipated benefits with respect to these plans will come from
our own assets. Because our pension plans are primarily funded
plans, the anticipated benefits with respect to these plans will
come primarily from the trusts established for these plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medicare
|
|
|
|
Pension
|
|
|
|
|
|
Subsidy
|
|
|
|
Plans
|
|
|
Other Plans
|
|
|
Receipts
|
|
|
|
(In thousands)
|
|
|
2007
|
|
$
|
10,689
|
|
|
$
|
2,966
|
|
|
$
|
296
|
|
2008
|
|
|
10,846
|
|
|
|
2,980
|
|
|
|
293
|
|
2009
|
|
|
12,842
|
|
|
|
3,002
|
|
|
|
285
|
|
2010
|
|
|
13,181
|
|
|
|
2,990
|
|
|
|
276
|
|
2011
|
|
|
12,849
|
|
|
|
2,949
|
|
|
|
261
|
|
2012-2016
|
|
|
71,355
|
|
|
|
13,962
|
|
|
|
1,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
131,762
|
|
|
$
|
28,849
|
|
|
$
|
2,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We anticipate contributing $10.1 million and
$2.9 million to our pension and other postretirement plans,
respectively, during 2007.
The amounts in accumulated other comprehensive income that have
not yet been recognized as components of net periodic benefits
cost at December 31, 2006, the changes in these amounts
during the year ended December 31, 2006, and the expected
amortization of these amounts as components of net periodic
benefit cost for the year ended December 31, 2007 are as
follows.
F-35
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
Other
|
|
|
|
Benefits
|
|
|
Benefits
|
|
|
|
(In thousands)
|
|
|
Components of accumulated other
comprehensive income:
|
|
|
|
|
|
|
|
|
Net actuarial loss
|
|
$
|
35,580
|
|
|
$
|
11,151
|
|
Net prior service cost (credit)
|
|
|
468
|
|
|
|
(408
|
)
|
Net transition obligation (asset)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
36,048
|
|
|
$
|
10,743
|
|
|
|
|
|
|
|
|
|
|
Changes in accumulated other
comprehensive income:
|
|
|
|
|
|
|
|
|
Net actuarial loss, beginning of
year
|
|
$
|
43,559
|
|
|
$
|
14,351
|
|
Amortization cost
|
|
|
(2,502
|
)
|
|
|
(687
|
)
|
Liability loss (gain)
|
|
|
2,310
|
|
|
|
(2,607
|
)
|
Asset gain
|
|
|
(5,825
|
)
|
|
|
|
|
Recognition of curtailment gain
|
|
|
(3,129
|
)
|
|
|
|
|
Recognition of settlement loss
|
|
|
45
|
|
|
|
|
|
Currency impact
|
|
|
1,122
|
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss, end of year
|
|
$
|
35,580
|
|
|
$
|
11,151
|
|
|
|
|
|
|
|
|
|
|
Prior service cost, beginning of
year
|
|
$
|
(104
|
)
|
|
$
|
(514
|
)
|
Amortization credit
|
|
|
27
|
|
|
|
106
|
|
Plan amendment
|
|
|
545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost, end of year
|
|
$
|
468
|
|
|
$
|
(408
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
Other
|
|
|
|
Benefits
|
|
|
Benefits
|
|
|
|
(In thousands)
|
|
|
Expected 2007 amortization:
|
|
|
|
|
|
|
|
|
Amortization of net transition
obligation
|
|
$
|
|
|
|
$
|
|
|
Amortization of prior service cost
|
|
|
16
|
|
|
|
(106
|
)
|
Amortization of net losses
|
|
|
1,935
|
|
|
|
610
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,951
|
|
|
$
|
504
|
|
|
|
|
|
|
|
|
|
|
The following table provides the impact of adopting
SFAS No. 158 on our Consolidated Balance Sheet at
December 31, 2006.
|
|
|
|
|
|
|
Increase
|
|
|
|
(Decrease)
|
|
|
|
(In thousands)
|
|
|
Balance sheet components:
|
|
|
|
|
Long-lived assets
|
|
$
|
(18,281
|
)
|
Current liabilities
|
|
|
(6,981
|
)
|
Long-term liabilities
|
|
|
14,852
|
|
Deferred taxes
|
|
|
(10,701
|
)
|
Accumulated other comprehensive
income
|
|
|
(15,451
|
)
|
F-36
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 14:
|
Share-Based
Compensation
|
On January 1, 2006, we adopted SFAS No. 123(R),
Share-Based Payment, using the modified prospective
method. Results for prior periods have not been restated.
Our operating results and cash flows for 2006 differ from
operating results and cash flows that would have resulted had we
continued to account for share-based compensation plans using
the intrinsic-value method by the following amounts:
|
|
|
|
|
|
|
Increase
|
|
|
|
(Decrease)
|
|
|
|
(In thousands, except
|
|
|
|
per share data)
|
|
|
Income from continuing operations
before taxes
|
|
$
|
(1,879
|
)
|
Income from continuing operations
|
|
|
(1,157
|
)
|
Net income
|
|
|
(1,157
|
)
|
Net income per basic share
|
|
|
(0.03
|
)
|
Net income per diluted share
|
|
|
(0.02
|
)
|
Cash provided by operating
activities
|
|
|
(7,369
|
)
|
Cash provided by financing
activities
|
|
|
7,369
|
|
Compensation cost charged against income and the income tax
benefit recognized for our share-based compensation arrangements
is included below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands)
|
|
|
Total share-based compensation
cost(1)
|
|
$
|
5,765
|
|
|
$
|
3,539
|
|
|
$
|
3,768
|
|
Income tax benefit
|
|
|
2,214
|
|
|
|
1,359
|
|
|
|
1,447
|
|
|
|
|
(1) |
|
All compensation cost is charged to SG&A expenses. |
The following table illustrates the effect on net income and net
income per share if we had accounted for stock options using the
fair value method in 2005 and 2004. For the purpose of this pro
forma disclosure, the value of the options is estimated using a
Black-Scholes-Merton option-pricing formula and amortized to
expense over the options vesting periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
December 31, 2005
|
|
|
December 31, 2004
|
|
|
|
As Reported
|
|
|
Pro Forma
|
|
|
As Reported
|
|
|
Pro Forma
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Share-based employee compensation
cost, net of tax
|
|
$
|
2,180
|
|
|
$
|
2,649
|
|
|
$
|
2,321
|
|
|
$
|
4,708
|
|
Net income
|
|
|
47,558
|
|
|
|
47,089
|
|
|
|
15,189
|
|
|
|
12,802
|
|
Basic net income per share
|
|
|
1.04
|
|
|
|
1.03
|
|
|
|
0.43
|
|
|
|
0.36
|
|
Diluted net income per share
|
|
|
0.96
|
|
|
|
0.96
|
|
|
|
0.43
|
|
|
|
0.36
|
|
We currently have outstanding stock appreciation rights (SARs),
stock options, restricted stock shares, restricted stock units
with service vesting conditions, and restricted stock units with
performance vesting conditions. We grant SARs and stock options
with an exercise price equal to the market price of our common
stock on the grant date. SARs may be converted into shares of
our common stock in equal amounts on each of the first 3
anniversaries of the grant date and expire 10 years from
the grant date. Stock options become exercisable in equal
amounts on each of the first 3 anniversaries of the grant date
and expire 10 years from the grant date. Certain awards
provide for accelerated vesting if there is a change in control
of the Company. Both
F-37
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
restricted stock shares and units with service conditions
cliff vest in either 3 or 5 years from the
grant date. Restricted stock units with performance conditions
begin to vest upon satisfaction of certain financial performance
conditions on the first anniversary of their grant date and then
vest ratably on the second and third anniversaries of their
grant date. If the financial performance conditions are not
satisfied, the restricted stock units will be forfeited. The
performance vesting conditions have been satisfied for all
outstanding restricted stock units with performance vesting
conditions.
We recognize compensation cost for all awards based on their
fair values. The fair values for SARs and stock options are
estimated on the grant date using the Black-Scholes-Merton
option-pricing formula which incorporates the assumptions noted
in the following table. The fair value of restricted stock
shares and units is the market price of our common stock on the
date of grant. Compensation costs for awards with service
conditions are amortized to expense using the straight-line
method. Compensation costs for awards with performance
conditions are amortized to expense using the graded attribution
method.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
(In thousands, except weighted average fair value and
assumptions)
|
|
|
Weighted-average air value of SARs
and options granted
|
|
$
|
11.37
|
|
|
$
|
6.20
|
|
|
$
|
4.74
|
|
Total intrinsic value of SARs
converted and options exercised
|
|
|
20,516
|
|
|
|
2,045
|
|
|
|
1,321
|
|
Cash received for options exercised
|
|
|
38,808
|
|
|
|
6,897
|
|
|
|
4,507
|
|
Excess tax benefits realized from
SARs converted and options exercised
|
|
|
7,369
|
|
|
|
|
|
|
|
|
|
Weighted-average fair value of
restricted stock shares and units granted
|
|
|
28.96
|
|
|
|
19.93
|
|
|
|
20.61
|
|
Total fair value of restricted
stock shares and units vested
|
|
|
997
|
|
|
|
3,342
|
|
|
|
1,583
|
|
Expected volatility
|
|
|
36.92
|
%
|
|
|
37.76
|
%
|
|
|
39.53
|
%
|
Expected term (in years)
|
|
|
6.5
|
|
|
|
6.8
|
|
|
|
6.3
|
|
Risk-free rate
|
|
|
4.54
|
%
|
|
|
4.36
|
%
|
|
|
3.79
|
%
|
Dividend yield
|
|
|
0.76
|
%
|
|
|
4.10
|
%
|
|
|
6.31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares
|
|
|
|
SARs and Stock Options
|
|
|
and Units
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
|
Grant-Date
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
|
|
Fair
|
|
|
|
Number
|
|
|
Price
|
|
|
Term
|
|
|
Value
|
|
|
Number
|
|
|
Value
|
|
|
|
(In thousands, except exercise prices, fair values, and
contractual terms)
|
|
|
Outstanding at January 1, 2006
|
|
|
4,548
|
|
|
$
|
24.06
|
|
|
|
|
|
|
|
|
|
|
|
222
|
|
|
$
|
20.16
|
|
Granted
|
|
|
344
|
|
|
|
26.53
|
|
|
|
|
|
|
|
|
|
|
|
197
|
|
|
|
28.96
|
|
Exercised or converted
|
|
|
(1,843
|
)
|
|
|
21.17
|
|
|
|
|
|
|
|
|
|
|
|
(48
|
)
|
|
|
20.63
|
|
Forfeited or expired
|
|
|
(301
|
)
|
|
|
29.71
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
22.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31,
2006
|
|
|
2,748
|
|
|
$
|
25.57
|
|
|
|
5.0
|
|
|
$
|
38,430
|
|
|
|
368
|
|
|
$
|
24.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at
December 31, 2006
|
|
|
2,716
|
|
|
$
|
25.59
|
|
|
|
5.0
|
|
|
$
|
37,946
|
|
|
|
|
|
|
|
|
|
Exercisable or convertible at
December 31, 2006
|
|
|
1,761
|
|
|
|
27.13
|
|
|
|
3.2
|
|
|
|
21,881
|
|
|
|
|
|
|
|
|
|
F-38
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
At December 31, 2006, the total unrecognized compensation
cost related to all nonvested awards was $12.5 million.
That cost is expected to be recognized over a weighted-average
period of 2.3 years.
Historically, we have issued treasury shares, if available, to
satisfy award conversions and exercises.
|
|
Note 15:
|
Stockholder
Rights Plan
|
Under our Stockholder Rights Plan, each share of our common
stock generally has attached to it one preferred
share purchase right. Each right, when exercisable, entitles the
holder to purchase 1/1000th of a share of our Junior
Participating Preferred Stock Series A at a purchase price
of $150.00 (subject to adjustment). Each 1/1000th of a
share of Series A Junior Participating Preferred Stock will
be substantially equivalent to one share of our common stock and
will be entitled to one vote, voting together with the shares of
common stock.
The rights will become exercisable only if, without the prior
approval of the Board of Directors, a person or group of persons
acquires or announces the intention to acquire 20% or more of
our common stock. If we are acquired through a merger or other
business combination transaction, each right will entitle the
holder to purchase $300.00 worth of the surviving companys
common stock for $150.00 (subject to adjustment). In addition,
if a person or group of persons acquires 20% or more of our
common stock, each right not owned by the 20% or greater
shareholder would permit the holder to purchase $300.00 worth of
our common stock for $150.00 (subject to adjustment). The rights
are redeemable, at our option, at $.01 per right at any time
prior to an announcement of a beneficial owner of 20% or more of
our common stock then outstanding. The rights expire on
December 9, 2016.
|
|
Note 16:
|
Operating
Leases
|
Operating lease expense incurred primarily for office space,
machinery and equipment was $13.8 million,
$12.5 million and $8.6 million in 2006, 2005, and
2004, respectively.
Minimum annual lease payments for noncancelable operating leases
in effect at December 31, 2006 are as follows:
|
|
|
|
|
|
|
(In thousands)
|
|
|
2007
|
|
$
|
6,309
|
|
2008
|
|
|
3,836
|
|
2009
|
|
|
2,535
|
|
2010
|
|
|
1,183
|
|
2011
|
|
|
340
|
|
Thereafter
|
|
|
67
|
|
|
|
|
|
|
|
|
$
|
14,270
|
|
|
|
|
|
|
Certain of our operating leases include step rent provisions and
rent escalations. We include these step rent provisions and rent
escalations in our minimum lease payments obligations and
recognize them as a component of rental expense on a
straight-line basis over the minimum lease term.
|
|
Note 17:
|
Market
Concentrations and Risks
|
Concentrations
of Credit
We sell our products to many customers in several markets across
multiple geographic areas. The ten largest customers, primarily
the larger distributors and communications companies, constitute
in aggregate approximately 46%, 42% and 52% of revenues in 2006,
2005, and 2004, respectively.
F-39
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
At December 31, 2006, we had $25.5 million in trade
accounts receivable outstanding from Anixter International Inc.
(Anixter). This represented approximately 12% of our total trade
accounts receivable outstanding at December 31, 2006.
Historically, Anixter generally pays all outstanding receivables
within thirty to sixty days of invoice receipt.
Unconditional
Copper Purchase Obligations
At December 31, 2006, we were committed to purchase
approximately 0.3 million pounds of copper at an aggregate
cost of $0.7 million. At December 31, 2006, the fixed
cost of this purchase was less than $0.1 million under the
market cost that would be incurred on a spot purchase of the
same amount of copper. The aggregate market cost was based on
the current market price of copper obtained from the New York
Mercantile Exchange. These commitments will mature in 2007.
Labor
Approximately 36% of our labor force is covered by collective
bargaining agreements at various locations around the world.
Approximately 29% of our labor force is covered by collective
bargaining agreements that we expect to renegotiate during 2007.
International
Operations
The carrying amounts of net assets belonging to our
international operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Europe
|
|
$
|
211,588
|
|
|
$
|
155,586
|
|
Canada
|
|
|
111,657
|
|
|
|
104,561
|
|
Rest of World
|
|
|
(20,865
|
)
|
|
|
(21,998
|
)
|
Fair
Value of Financial Instruments
Our financial instruments consist primarily of cash and cash
equivalents, trade receivables, trade payables, and debt
instruments. The carrying amounts of cash and cash equivalents,
trade receivables, and trade payables at December 31, 2006
are considered representative of their respective fair values.
The carrying amount of our debt instruments at December 31,
2006 was $172.0 million. The fair value of our debt
instruments at December 31, 2006 was approximately
$318.6 million estimated on a discounted cash flow basis
using currently obtainable rates for similar financing. Included
in this amount was an estimated $249.0 million fair value
of convertible subordinated debentures with a face value of
$110.0 million. The fair value premium of
$39.9 million related to these debentures as of the Merger
date, which related to the conversion option embedded within the
debentures, was recognized as an increase to both additional
paid-in capital and goodwill.
|
|
Note 18:
|
Contingent
Liabilities
|
General
Various claims are asserted against us in the ordinary course of
business including those pertaining to income tax examinations
and product liability, customer, employment, vendor and patent
matters. Based on facts currently available, management believes
that the disposition of the claims that are pending or asserted
will not have a materially adverse effect on our financial
position, operating results, or cash flow.
F-40
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Letters
of Credit, Guarantees and Bonds
At December 31, 2006, we were party to unused standby
letters of credit and unused bank guarantees totaling
$7.2 million and $5.4 million, respectively. We also
maintain bonds totaling $3.9 million in connection with
workers compensation self-insurance programs in several states,
taxation in Canada, retirement benefits in Germany, and the
importation of product into the United States and Canada.
|
|
Note 19:
|
Minimum
Requirements Contract Income
|
We had a contractual sales incentive agreement with a customer
that required the customer to purchase quantities of product
from us generating at a minimum $3.0 million in gross
profit per annum or pay us compensation according to contractual
terms through December 31, 2005. During each of the years
2005 and 2004, the customer did not make the minimum required
purchases and we were entitled to receive compensation according
to the terms of the agreement. As a result, we recognized
$3.0 million in operating income in 2005 and 2004. The
contract expired upon receipt of the 2005 payment.
|
|
Note 20:
|
Quarterly
Operating Results (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
1st
|
|
|
2nd(1)
|
|
|
3rd(2)
|
|
|
4th(3)
|
|
|
Year
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Number of days in quarter
|
|
|
85
|
|
|
|
91
|
|
|
|
91
|
|
|
|
98
|
|
|
|
365
|
|
Revenues
|
|
$
|
321,905
|
|
|
$
|
409,568
|
|
|
$
|
385,581
|
|
|
$
|
378,757
|
|
|
$
|
1,495,811
|
|
Gross profit
|
|
|
73,415
|
|
|
|
92,177
|
|
|
|
89,373
|
|
|
|
78,348
|
|
|
|
333,313
|
|
Operating income
|
|
|
26,956
|
|
|
|
36,803
|
|
|
|
35,617
|
|
|
|
19,102
|
|
|
|
118,478
|
|
Income from continuing operations
|
|
|
14,940
|
|
|
|
21,524
|
|
|
|
24,386
|
|
|
|
10,713
|
|
|
|
71,563
|
|
Gain (loss) from discontinued
operations
|
|
|
(1,330
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,330
|
)
|
Gain (loss) on disposal of
discontinued operations
|
|
|
(4,298
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,298
|
)
|
Net income
|
|
|
9,312
|
|
|
|
21,524
|
|
|
|
24,386
|
|
|
|
10,713
|
|
|
|
65,935
|
|
Basic income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.35
|
|
|
$
|
0.50
|
|
|
$
|
0.56
|
|
|
$
|
0.24
|
|
|
$
|
1.65
|
|
Discontinued operations
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
Disposal of discontinued operations
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.10
|
)
|
Net income
|
|
|
0.22
|
|
|
|
0.50
|
|
|
|
0.56
|
|
|
|
0.24
|
|
|
|
1.52
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.32
|
|
|
$
|
0.44
|
|
|
$
|
0.50
|
|
|
$
|
0.22
|
|
|
$
|
1.48
|
|
Discontinued operations
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
Disposal of discontinued operations
|
|
|
(0.09
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.08
|
)
|
Net income
|
|
|
0.20
|
|
|
|
0.44
|
|
|
|
0.50
|
|
|
|
0.22
|
|
|
|
1.37
|
|
F-41
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
1st
|
|
|
2nd
|
|
|
3rd(4)
|
|
|
4th
|
|
|
Year
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Number of days in quarter
|
|
|
86
|
|
|
|
91
|
|
|
|
91
|
|
|
|
97
|
|
|
|
365
|
|
Revenues
|
|
$
|
286,268
|
|
|
$
|
311,438
|
|
|
$
|
316,480
|
|
|
$
|
331,483
|
|
|
$
|
1,245,669
|
|
Gross profit
|
|
|
62,785
|
|
|
|
72,276
|
|
|
|
74,002
|
|
|
|
68,310
|
|
|
|
277,373
|
|
Operating income
|
|
|
14,651
|
|
|
|
16,359
|
|
|
|
18,018
|
|
|
|
19,510
|
|
|
|
68,538
|
|
Income from continuing operations
|
|
|
7,382
|
|
|
|
8,858
|
|
|
|
9,118
|
|
|
|
8,210
|
|
|
|
33,568
|
|
Gain (loss) from discontinued
operations
|
|
|
(739
|
)
|
|
|
1,144
|
|
|
|
(3,053
|
)
|
|
|
1,475
|
|
|
|
(1,173
|
)
|
Gain on disposal of discontinued
operations
|
|
|
6,400
|
|
|
|
8,763
|
|
|
|
|
|
|
|
|
|
|
|
15,163
|
|
Net income
|
|
|
13,043
|
|
|
|
18,765
|
|
|
|
6,065
|
|
|
|
9,685
|
|
|
|
47,558
|
|
Basic income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
|
$
|
0.20
|
|
|
$
|
0.19
|
|
|
$
|
0.74
|
|
Discontinued operations
|
|
|
(0.02
|
)
|
|
|
0.02
|
|
|
|
(0.07
|
)
|
|
|
0.03
|
|
|
|
(0.03
|
)
|
Disposal of discontinued operations
|
|
|
0.14
|
|
|
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
0.33
|
|
Net income
|
|
|
0.28
|
|
|
|
0.40
|
|
|
|
0.13
|
|
|
|
0.22
|
|
|
|
1.04
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.15
|
|
|
$
|
0.18
|
|
|
$
|
0.19
|
|
|
$
|
0.18
|
|
|
$
|
0.69
|
|
Discontinued operations
|
|
|
(0.01
|
)
|
|
|
0.02
|
|
|
|
(0.06
|
)
|
|
|
0.03
|
|
|
|
(0.02
|
)
|
Disposal of discontinued operations
|
|
|
0.12
|
|
|
|
0.16
|
|
|
|
|
|
|
|
|
|
|
|
0.29
|
|
Net income
|
|
|
0.26
|
|
|
|
0.36
|
|
|
|
0.13
|
|
|
|
0.21
|
|
|
|
0.96
|
|
|
|
|
(1) |
|
Includes assets impairment totaling $2.4 million. |
|
(2) |
|
Includes asset impairment totaling $2.5 million. |
|
(3) |
|
Includes asset impairment totaling $6.2 million. |
|
(4) |
|
Includes asset impairment totaling $8.0 million. |
|
|
Note 21:
|
Subsequent
Events (Unaudited)
|
Pending
Acquisitions
In January 2007, we announced the pending acquisition of
Germany-based Hirschmann Automation and Control GmbH (HAC) for
approximately $260.0 million cash. HAC is a leading
supplier of Industrial Ethernet solutions and industrial
connectors and had annual revenues of approximately
$250.0 million in 2006.
In February 2007, we announced the pending acquisition of Hong
Kong-based LTK Wiring Co. Ltd. (LTK) for approximately
$195.0 million cash. LTK is a leading supplier of
electronic cable for the China market and had annual revenues of
approximately $220.0 million in 2006.
We anticipate that these acquisitions will be funded with
available cash, internally-generated funds, and cash obtained
through external borrowings. The consummation of both of these
acquisitions is subject to customary closing conditions.
Long-Term
Debt and Other Borrowing Arrangements
On February 2, 2007, we received a commitment letter
(Commitment) from Wachovia Bank, National Association and
certain Wachovia affiliates (Wachovia) that set out the terms by
which Wachovia would provide us (i) a senior secured term
loan of up to $125 million and (ii) a senior secured
revolving credit facility of up to $200 million
(individually a Facility and together the Facilities). We may
use the Facilities to
F-42
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
refinance our existing senior secured credit facility or for
ongoing working capital requirements and other corporate
purposes (including acquisitions). The Commitment, unless
accepted by us before March 2, 2007, will expire. If we
accept the Commitment before this deadline, we will have until
April 2, 2007 to complete the closing of either Facility
(or both); otherwise, the Commitment will expire on such date.
With the closing of the amendment to our Senior Credit Agreement
described below, Wachovias commitment for a
$200.0 million senior secured revolving credit facility
expired.
On February 16, 2007, we entered into an amendment to our
existing Senior Credit Agreement, which provides that the amount
of the commitment be increased from $165.0 million to
$225.0 million as well as amends certain restrictive
covenants governing affiliate indebtedness and asset sales.
On February 16, 2007, we redeemed our medium-term notes in
the aggregate principal amount of $62.0 million and, in
connection therewith, we paid a make-whole premium of
approximately $2.0 million. The redemption was made with
cash on hand.
|
|
Note 22:
|
Supplemental
Guarantor Information
|
In 2007, Belden Inc., then known as Belden CDT Inc. (the
Issuer), issued $350.0 million aggregate principal amount
of 7.0% senior subordinated notes due 2017. The notes rank
senior to our convertible subordinated debentures, rank equal in
right of payment with any of our future senior subordinated
debt, and are subordinated to all of our senior debt and the
senior debt of our subsidiary guarantors, including our senior
secured credit facility. Interest is payable semiannually on
March 15 and September 15. Belden Inc. and its current and
future material domestic subsidiaries have fully and
unconditionally guaranteed the notes on a joint and several
basis. The following consolidating financial information
presents information about the Issuer, guarantor subsidiaries
and non-guarantor subsidiaries. Investments in subsidiaries are
accounted for on the equity basis. Intercompany transactions are
eliminated.
F-43
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Supplemental
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
|
|
|
$
|
136,613
|
|
|
$
|
117,538
|
|
|
$
|
|
|
|
$
|
254,151
|
|
Receivables, less allowance for
doubtful accounts of $2,637
|
|
|
187
|
|
|
|
86,049
|
|
|
|
131,672
|
|
|
|
|
|
|
|
217,908
|
|
Inventories, net
|
|
|
|
|
|
|
115,399
|
|
|
|
86,849
|
|
|
|
|
|
|
|
202,248
|
|
Deferred income taxes
|
|
|
|
|
|
|
(2,780
|
)
|
|
|
37,444
|
|
|
|
|
|
|
|
34,664
|
|
Other current assets
|
|
|
190
|
|
|
|
6,183
|
|
|
|
4,092
|
|
|
|
|
|
|
|
10,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
377
|
|
|
|
341,464
|
|
|
|
377,595
|
|
|
|
|
|
|
|
719,436
|
|
Property, plant and equipment,
less accumulated depreciation
|
|
|
|
|
|
|
139,170
|
|
|
|
133,115
|
|
|
|
|
|
|
|
272,285
|
|
Goodwill, less accumulated
amortization
|
|
|
|
|
|
|
241,463
|
|
|
|
33,671
|
|
|
|
|
|
|
|
275,134
|
|
Intangible assets, less
accumulated amortization
|
|
|
|
|
|
|
56,278
|
|
|
|
14,686
|
|
|
|
|
|
|
|
70,964
|
|
Investment in subsidiaries
|
|
|
663,150
|
|
|
|
293,018
|
|
|
|
|
|
|
|
(956,168
|
)
|
|
|
|
|
Other long-lived assets
|
|
|
733
|
|
|
|
7,397
|
|
|
|
10,019
|
|
|
|
|
|
|
|
18,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
664,260
|
|
|
$
|
1,078,790
|
|
|
$
|
569,086
|
|
|
$
|
(956,168
|
)
|
|
$
|
1,355,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS
EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
5,135
|
|
|
$
|
106,534
|
|
|
$
|
88,339
|
|
|
$
|
|
|
|
$
|
200,008
|
|
Current maturities of long-term
debt
|
|
|
|
|
|
|
62,000
|
|
|
|
|
|
|
|
|
|
|
|
62,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
5,135
|
|
|
|
168,534
|
|
|
|
88,339
|
|
|
|
|
|
|
|
262,008
|
|
Long-term debt
|
|
|
110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,000
|
|
Postretirement benefits other than
pensions
|
|
|
|
|
|
|
14,979
|
|
|
|
28,418
|
|
|
|
|
|
|
|
43,397
|
|
Deferred income taxes
|
|
|
|
|
|
|
50,277
|
|
|
|
21,122
|
|
|
|
|
|
|
|
71,399
|
|
Other long-term liabilities
|
|
|
13
|
|
|
|
11,020
|
|
|
|
14,230
|
|
|
|
|
|
|
|
25,263
|
|
Intercompany accounts
|
|
|
103,164
|
|
|
|
(228,417
|
)
|
|
|
125,253
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
445,948
|
|
|
|
1,062,397
|
|
|
|
291,724
|
|
|
|
(956,168
|
)
|
|
|
843,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
664,260
|
|
|
$
|
1,078,790
|
|
|
$
|
569,086
|
|
|
$
|
(956,168
|
)
|
|
$
|
1,355,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-44
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005
|
|
|
|
|
|
|
Guarantor
|
|
|
Non-Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
|
|
|
$
|
92,636
|
|
|
$
|
42,002
|
|
|
$
|
|
|
|
$
|
134,638
|
|
Receivables, less allowance for
doubtful accounts of $3,839
|
|
|
200
|
|
|
|
81,030
|
|
|
|
113,788
|
|
|
|
|
|
|
|
195,018
|
|
Inventories, net
|
|
|
|
|
|
|
131,946
|
|
|
|
113,535
|
|
|
|
|
|
|
|
245,481
|
|
Deferred income taxes
|
|
|
|
|
|
|
(9,455
|
)
|
|
|
37,300
|
|
|
|
|
|
|
|
27,845
|
|
Other current assets
|
|
|
245
|
|
|
|
5,312
|
|
|
|
2,458
|
|
|
|
|
|
|
|
8,015
|
|
Current assets of discontinued
operations
|
|
|
|
|
|
|
|
|
|
|
56,997
|
|
|
|
|
|
|
|
56,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
445
|
|
|
|
301,469
|
|
|
|
366,080
|
|
|
|
|
|
|
|
667,994
|
|
Property, plant and equipment,
less accumulated depreciation
|
|
|
|
|
|
|
147,514
|
|
|
|
140,264
|
|
|
|
|
|
|
|
287,778
|
|
Goodwill, less accumulated
amortization
|
|
|
|
|
|
|
241,816
|
|
|
|
30,474
|
|
|
|
|
|
|
|
272,290
|
|
Intangible assets, less
accumulated amortization
|
|
|
|
|
|
|
58,529
|
|
|
|
13,930
|
|
|
|
|
|
|
|
72,459
|
|
Investment in subsidiaries
|
|
|
581,776
|
|
|
|
274,788
|
|
|
|
|
|
|
|
(856,564
|
)
|
|
|
|
|
Other long-lived assets
|
|
|
|
|
|
|
645
|
|
|
|
5,569
|
|
|
|
|
|
|
|
6,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
582,221
|
|
|
$
|
1,024,761
|
|
|
$
|
556,317
|
|
|
$
|
(856,564
|
)
|
|
$
|
1,306,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS EQUITY
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
5,396
|
|
|
$
|
106,277
|
|
|
$
|
105,063
|
|
|
$
|
|
|
|
$
|
216,736
|
|
Current maturities of long-term
debt
|
|
|
|
|
|
|
59,000
|
|
|
|
|
|
|
|
|
|
|
|
59,000
|
|
Current liabilities of
discontinued operations
|
|
|
|
|
|
|
484
|
|
|
|
12,858
|
|
|
|
|
|
|
|
13,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
5,396
|
|
|
|
165,761
|
|
|
|
117,921
|
|
|
|
|
|
|
|
289,078
|
|
Long-term debt
|
|
|
110,000
|
|
|
|
62,000
|
|
|
|
51
|
|
|
|
|
|
|
|
172,051
|
|
Postretirement benefits other than
pensions
|
|
|
|
|
|
|
8,503
|
|
|
|
24,664
|
|
|
|
|
|
|
|
33,167
|
|
Deferred income taxes
|
|
|
|
|
|
|
41,837
|
|
|
|
32,014
|
|
|
|
|
|
|
|
73,851
|
|
Other long-term liabilities
|
|
|
18
|
|
|
|
11,189
|
|
|
|
5,959
|
|
|
|
|
|
|
|
17,166
|
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
7,914
|
|
|
|
|
|
|
|
7,914
|
|
Intercompany accounts
|
|
|
126,857
|
|
|
|
(225,802
|
)
|
|
|
98,945
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
339,950
|
|
|
|
961,273
|
|
|
|
268,849
|
|
|
|
(856,564
|
)
|
|
|
713,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
582,221
|
|
|
$
|
1,024,761
|
|
|
$
|
556,317
|
|
|
$
|
(856,564
|
)
|
|
$
|
1,306,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-45
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Supplemental
Condensed Consolidating Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Revenues
|
|
$
|
|
|
|
$
|
994,843
|
|
|
$
|
714,504
|
|
|
$
|
(213,536
|
)
|
|
$
|
1,495,811
|
|
Cost of sales
|
|
|
|
|
|
|
(757,141
|
)
|
|
|
(618,893
|
)
|
|
|
213,536
|
|
|
|
(1,162,498
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
237,702
|
|
|
|
95,611
|
|
|
|
|
|
|
|
333,313
|
|
Selling, general and
administrative expenses
|
|
|
(552
|
)
|
|
|
(135,211
|
)
|
|
|
(67,993
|
)
|
|
|
|
|
|
|
(203,756
|
)
|
Asset impairment
|
|
|
|
|
|
|
(4,835
|
)
|
|
|
(6,244
|
)
|
|
|
|
|
|
|
(11,079
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(552
|
)
|
|
|
97,656
|
|
|
|
21,374
|
|
|
|
|
|
|
|
118,478
|
|
Interest expense
|
|
|
(5,466
|
)
|
|
|
(7,562
|
)
|
|
|
(68
|
)
|
|
|
|
|
|
|
(13,096
|
)
|
Interest income
|
|
|
|
|
|
|
4,486
|
|
|
|
2,595
|
|
|
|
|
|
|
|
7,081
|
|
Intercompany income (expense)
|
|
|
5,744
|
|
|
|
281
|
|
|
|
(6,025
|
)
|
|
|
|
|
|
|
|
|
Income (loss) from equity
investment in subsidiaries
|
|
|
66,113
|
|
|
|
4,085
|
|
|
|
|
|
|
|
(70,198
|
)
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
(187
|
)
|
|
|
|
|
|
|
(187
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations before taxes
|
|
|
65,839
|
|
|
|
98,946
|
|
|
|
17,689
|
|
|
|
(70,198
|
)
|
|
|
112,276
|
|
Income tax expense
|
|
|
96
|
|
|
|
(32,833
|
)
|
|
|
(7,976
|
)
|
|
|
|
|
|
|
(40,713
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations
|
|
|
65,935
|
|
|
|
66,113
|
|
|
|
9,713
|
|
|
|
(70,198
|
)
|
|
|
71,563
|
|
Loss from discontinued operations,
net of tax
|
|
|
|
|
|
|
|
|
|
|
(1,330
|
)
|
|
|
|
|
|
|
(1,330
|
)
|
Loss on disposal of discontinued
operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
(4,298
|
)
|
|
|
|
|
|
|
(4,298
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
65,935
|
|
|
$
|
66,113
|
|
|
$
|
4,085
|
|
|
$
|
(70,198
|
)
|
|
$
|
65,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-46
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Revenues
|
|
$
|
|
|
|
$
|
830,488
|
|
|
$
|
605,553
|
|
|
$
|
(190,372
|
)
|
|
$
|
1,245,669
|
|
Cost of sales
|
|
|
|
|
|
|
(636,987
|
)
|
|
|
(521,681
|
)
|
|
|
190,372
|
|
|
|
(968,296
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
193,501
|
|
|
|
83,872
|
|
|
|
|
|
|
|
277,373
|
|
Selling, general and
administrative expenses
|
|
|
(791
|
)
|
|
|
(128,855
|
)
|
|
|
(74,179
|
)
|
|
|
|
|
|
|
(203,825
|
)
|
Asset impairment
|
|
|
|
|
|
|
(2,400
|
)
|
|
|
(5,610
|
)
|
|
|
|
|
|
|
(8,010
|
)
|
Minimum requirements contract
income
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(791
|
)
|
|
|
65,246
|
|
|
|
4,083
|
|
|
|
|
|
|
|
68,538
|
|
Interest expense
|
|
|
(4,949
|
)
|
|
|
(9,805
|
)
|
|
|
(282
|
)
|
|
|
|
|
|
|
(15,036
|
)
|
Interest income
|
|
|
|
|
|
|
3,748
|
|
|
|
989
|
|
|
|
|
|
|
|
4,737
|
|
Intercompany income (expense)
|
|
|
5,453
|
|
|
|
(4,800
|
)
|
|
|
(653
|
)
|
|
|
|
|
|
|
|
|
Income (loss) from equity
investment in subsidiaries
|
|
|
47,744
|
|
|
|
(6,786
|
)
|
|
|
|
|
|
|
(40,958
|
)
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
(699
|
)
|
|
|
|
|
|
|
(699
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations before taxes
|
|
|
47,457
|
|
|
|
47,603
|
|
|
|
3,438
|
|
|
|
(40,958
|
)
|
|
|
57,540
|
|
Income tax expense
|
|
|
101
|
|
|
|
(15,754
|
)
|
|
|
(8,319
|
)
|
|
|
|
|
|
|
(23,972
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations
|
|
|
47,558
|
|
|
|
31,849
|
|
|
|
(4,881
|
)
|
|
|
(40,958
|
)
|
|
|
33,568
|
|
Gain (loss) from discontinued
operations, net of tax
|
|
|
|
|
|
|
732
|
|
|
|
(1,905
|
)
|
|
|
|
|
|
|
(1,173
|
)
|
Gain on disposal of discontinued
operations, net of tax
|
|
|
|
|
|
|
15,163
|
|
|
|
|
|
|
|
|
|
|
|
15,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
47,558
|
|
|
$
|
47,744
|
|
|
$
|
(6,786
|
)
|
|
$
|
(40,958
|
)
|
|
$
|
47,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-47
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Revenues
|
|
$
|
|
|
|
$
|
566,189
|
|
|
$
|
405,399
|
|
|
$
|
(106,863
|
)
|
|
$
|
864,725
|
|
Cost of sales
|
|
|
|
|
|
|
(431,157
|
)
|
|
|
(350,463
|
)
|
|
|
106,863
|
|
|
|
(674,757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
135,032
|
|
|
|
54,936
|
|
|
|
|
|
|
|
189,968
|
|
Selling, general and
administrative expenses
|
|
|
(840
|
)
|
|
|
(96,737
|
)
|
|
|
(50,086
|
)
|
|
|
|
|
|
|
(147,663
|
)
|
Asset impairment
|
|
|
|
|
|
|
(3,200
|
)
|
|
|
(5,671
|
)
|
|
|
|
|
|
|
(8,871
|
)
|
Minimum requirements contract
income
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(840
|
)
|
|
|
38,095
|
|
|
|
(821
|
)
|
|
|
|
|
|
|
36,434
|
|
Interest expense
|
|
|
(2,010
|
)
|
|
|
(12,664
|
)
|
|
|
(35
|
)
|
|
|
|
|
|
|
(14,709
|
)
|
Interest income
|
|
|
|
|
|
|
1,184
|
|
|
|
327
|
|
|
|
|
|
|
|
1,511
|
|
Intercompany income (expense)
|
|
|
15,074
|
|
|
|
(13,399
|
)
|
|
|
(1,675
|
)
|
|
|
|
|
|
|
|
|
Income (loss) from equity
investment in subsidiaries
|
|
|
2,965
|
|
|
|
(143
|
)
|
|
|
|
|
|
|
(2,822
|
)
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
(6
|
)
|
|
|
1,367
|
|
|
|
|
|
|
|
1,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations before taxes
|
|
|
15,189
|
|
|
|
13,067
|
|
|
|
(837
|
)
|
|
|
(2,822
|
)
|
|
|
24,597
|
|
Income tax expense
|
|
|
|
|
|
|
(11,037
|
)
|
|
|
(2,860
|
)
|
|
|
|
|
|
|
(13,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations
|
|
|
15,189
|
|
|
|
2,030
|
|
|
|
(3,697
|
)
|
|
|
(2,822
|
)
|
|
|
10,700
|
|
Gain (loss) from discontinued
operations, net of tax
|
|
|
|
|
|
|
682
|
|
|
|
3,554
|
|
|
|
|
|
|
|
4,236
|
|
Gain on disposal of discontinued
operations, net of tax
|
|
|
|
|
|
|
253
|
|
|
|
|
|
|
|
|
|
|
|
253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
15,189
|
|
|
$
|
2,965
|
|
|
$
|
(143
|
)
|
|
$
|
(2,822
|
)
|
|
$
|
15,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-48
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Supplemental
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Net cash provided by (used in)
operating activities, including short-term intercompany activity
|
|
$
|
(36,378
|
)
|
|
$
|
126,108
|
|
|
$
|
51,426
|
|
|
$
|
|
|
|
$
|
141,156
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from disposal of tangible
assets
|
|
|
|
|
|
|
89
|
|
|
|
33,970
|
|
|
|
|
|
|
|
34,059
|
|
Capital expenditures
|
|
|
|
|
|
|
(16,074
|
)
|
|
|
(5,589
|
)
|
|
|
|
|
|
|
(21,663
|
)
|
Cash used to invest in or acquire
businesses
|
|
|
|
|
|
|
(5,000
|
)
|
|
|
(6,715
|
)
|
|
|
|
|
|
|
(11,715
|
)
|
Cash used in other investing
activities
|
|
|
|
|
|
|
(2,146
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
investing activities
|
|
|
|
|
|
|
(23,131
|
)
|
|
|
21,666
|
|
|
|
|
|
|
|
(1,465
|
)
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments under borrowing
arrangements
|
|
|
|
|
|
|
(59,000
|
)
|
|
|
(51
|
)
|
|
|
|
|
|
|
(59,051
|
)
|
Cash dividends paid
|
|
|
(8,736
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,736
|
)
|
Debt issuance costs
|
|
|
(1,063
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,063
|
)
|
Proceeds from exercises of stock
options
|
|
|
38,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,808
|
|
Excess tax benefits related to
share-based payments
|
|
|
7,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
financing activities
|
|
|
36,378
|
|
|
|
(59,000
|
)
|
|
|
(51
|
)
|
|
|
|
|
|
|
(22,673
|
)
|
Effect of currency exchange rate
changes on cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
2,495
|
|
|
|
|
|
|
|
2,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash
equivalents
|
|
|
|
|
|
|
43,977
|
|
|
|
75,536
|
|
|
|
|
|
|
|
119,513
|
|
Cash and cash equivalents,
beginning of year
|
|
|
|
|
|
|
92,636
|
|
|
|
42,002
|
|
|
|
|
|
|
|
134,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
year
|
|
$
|
|
|
|
$
|
136,613
|
|
|
$
|
117,538
|
|
|
$
|
|
|
|
$
|
254,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-49
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Net cash provided by (used in)
operating activities, including short-term intercompany activity
|
|
$
|
111,648
|
|
|
$
|
(36,540
|
)
|
|
$
|
(25,959
|
)
|
|
$
|
|
|
|
$
|
49,149
|
|
Cash flows from investing
activities: Proceeds from disposal of tangible assets
|
|
|
|
|
|
|
36,256
|
|
|
|
15,285
|
|
|
|
|
|
|
|
51,541
|
|
Capital expenditures
|
|
|
|
|
|
|
(12,049
|
)
|
|
|
(11,740
|
)
|
|
|
|
|
|
|
(23,789
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by investing
activities
|
|
|
|
|
|
|
24,207
|
|
|
|
3,545
|
|
|
|
|
|
|
|
27,752
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments under borrowing
arrangements
|
|
|
|
|
|
|
(15,000
|
)
|
|
|
(2,474
|
)
|
|
|
|
|
|
|
(17,474
|
)
|
Cash dividends paid
|
|
|
(9,116
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,116
|
)
|
Payments under share repurchase
program
|
|
|
(109,429
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(109,429
|
)
|
Proceeds from exercises of stock
options
|
|
|
6,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing
activities
|
|
|
(111,648
|
)
|
|
|
(15,000
|
)
|
|
|
(2,474
|
)
|
|
|
|
|
|
|
(129,122
|
)
|
Effect of currency exchange rate
changes on cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
(1,937
|
)
|
|
|
|
|
|
|
(1,937
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash
equivalents
|
|
|
|
|
|
|
(27,333
|
)
|
|
|
(26,825
|
)
|
|
|
|
|
|
|
(54,158
|
)
|
Cash and cash equivalents,
beginning of year
|
|
|
|
|
|
|
119,969
|
|
|
|
68,827
|
|
|
|
|
|
|
|
188,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
year
|
|
$
|
|
|
|
$
|
92,636
|
|
|
$
|
42,002
|
|
|
$
|
|
|
|
$
|
134,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-50
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Net cash provided by operating
activities, including short-term intercompany activity
|
|
$
|
8,981
|
|
|
$
|
22,498
|
|
|
$
|
9,349
|
|
|
$
|
|
|
|
$
|
40,828
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from disposal of tangible
assets
|
|
|
|
|
|
|
85,242
|
|
|
|
3,765
|
|
|
|
|
|
|
|
89,007
|
|
Cash used to invest in or acquire
businesses
|
|
|
(6,196
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,196
|
)
|
Capital expenditures
|
|
|
|
|
|
|
(5,970
|
)
|
|
|
(9,919
|
)
|
|
|
|
|
|
|
(15,889
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
investing activities
|
|
|
(6,196
|
)
|
|
|
79,272
|
|
|
|
(6,154
|
)
|
|
|
|
|
|
|
66,922
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments under borrowing
arrangements
|
|
|
|
|
|
|
(65,951
|
)
|
|
|
(709
|
)
|
|
|
|
|
|
|
(66,660
|
)
|
Cash dividends paid
|
|
|
(7,292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,292
|
)
|
Proceeds from exercises of stock
options
|
|
|
4,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for financing
activities
|
|
|
(2,785
|
)
|
|
|
(65,951
|
)
|
|
|
(709
|
)
|
|
|
|
|
|
|
(69,445
|
)
|
Effect of currency exchange rate
changes on cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
4,630
|
|
|
|
|
|
|
|
4,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash
equivalents
|
|
|
|
|
|
|
35,819
|
|
|
|
7,116
|
|
|
|
|
|
|
|
42,935
|
|
Cash received from Belden CDT
merger
|
|
|
|
|
|
|
27,449
|
|
|
|
23,457
|
|
|
|
|
|
|
|
50,906
|
|
Cash and cash equivalents,
beginning of year
|
|
|
|
|
|
|
61,844
|
|
|
|
33,111
|
|
|
|
|
|
|
|
94,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
year
|
|
$
|
|
|
|
$
|
125,112
|
|
|
$
|
63,684
|
|
|
$
|
|
|
|
$
|
188,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-51
BELDEN
INC.
|
|
|
|
|
|
|
|
|
|
|
June 24,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In thousands)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
90,096
|
|
|
$
|
254,151
|
|
Receivables
|
|
|
401,629
|
|
|
|
217,908
|
|
Inventories, net
|
|
|
269,740
|
|
|
|
202,248
|
|
Deferred income taxes
|
|
|
40,557
|
|
|
|
34,664
|
|
Other current assets
|
|
|
17,719
|
|
|
|
10,465
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
819,741
|
|
|
|
719,436
|
|
Property, plant and equipment,
less accumulated depreciation
|
|
|
386,950
|
|
|
|
272,285
|
|
Goodwill
|
|
|
619,035
|
|
|
|
275,134
|
|
Intangible assets, less
accumulated amortization
|
|
|
163,769
|
|
|
|
70,964
|
|
Other long-lived assets
|
|
|
53,695
|
|
|
|
18,149
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,043,190
|
|
|
$
|
1,355,968
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
421,779
|
|
|
$
|
200,008
|
|
Current maturities of long-term
debt
|
|
|
110,000
|
|
|
|
62,000
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
531,779
|
|
|
|
262,008
|
|
Long-term debt
|
|
|
350,000
|
|
|
|
110,000
|
|
Postretirement benefits
|
|
|
115,162
|
|
|
|
62,995
|
|
Deferred income taxes
|
|
|
91,659
|
|
|
|
71,399
|
|
Other long-term liabilities
|
|
|
7,112
|
|
|
|
5,665
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
503
|
|
|
|
503
|
|
Additional paid-in capital
|
|
|
630,675
|
|
|
|
591,416
|
|
Retained earnings
|
|
|
398,317
|
|
|
|
348,069
|
|
Accumulated other comprehensive
income
|
|
|
27,922
|
|
|
|
15,013
|
|
Treasury stock
|
|
|
(109,939
|
)
|
|
|
(111,100
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
947,478
|
|
|
|
843,901
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,043,190
|
|
|
$
|
1,355,968
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements
F-52
BELDEN
INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 24,
|
|
|
June 25,
|
|
|
June 24,
|
|
|
June 25,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands, except per share data)
|
|
|
Revenues
|
|
$
|
549,943
|
|
|
$
|
409,568
|
|
|
$
|
886,646
|
|
|
$
|
731,473
|
|
Cost of sales
|
|
|
(398,743
|
)
|
|
|
(317,391
|
)
|
|
|
(644,757
|
)
|
|
|
(565,881
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
151,200
|
|
|
|
92,177
|
|
|
|
241,889
|
|
|
|
165,592
|
|
Selling, general and
administrative expenses
|
|
|
(97,601
|
)
|
|
|
(53,013
|
)
|
|
|
(149,650
|
)
|
|
|
(99,472
|
)
|
Asset impairment
|
|
|
(1,870
|
)
|
|
|
(2,361
|
)
|
|
|
(3,262
|
)
|
|
|
(2,361
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
51,729
|
|
|
|
36,803
|
|
|
|
88,977
|
|
|
|
63,759
|
|
Interest expense
|
|
|
(8,682
|
)
|
|
|
(3,701
|
)
|
|
|
(11,208
|
)
|
|
|
(7,493
|
)
|
Interest income
|
|
|
1,740
|
|
|
|
1,644
|
|
|
|
4,483
|
|
|
|
2,639
|
|
Other income (expense)
|
|
|
571
|
|
|
|
(252
|
)
|
|
|
(1,445
|
)
|
|
|
(469
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
before taxes
|
|
|
45,358
|
|
|
|
34,494
|
|
|
|
80,807
|
|
|
|
58,436
|
|
Income tax expense
|
|
|
(15,254
|
)
|
|
|
(12,970
|
)
|
|
|
(28,689
|
)
|
|
|
(21,972
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
30,104
|
|
|
|
21,524
|
|
|
|
52,118
|
|
|
|
36,464
|
|
Loss from discontinued operations,
net of tax (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,330
|
)
|
Loss on disposal of discontinued
operations, net of tax (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,298
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
30,104
|
|
|
$
|
21,524
|
|
|
$
|
52,118
|
|
|
$
|
30,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares and equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
45,078
|
|
|
|
43,036
|
|
|
|
44,784
|
|
|
|
42,801
|
|
Diluted
|
|
|
50,920
|
|
|
|
50,026
|
|
|
|
51,289
|
|
|
|
49,679
|
|
Basic income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.67
|
|
|
$
|
0.50
|
|
|
$
|
1.16
|
|
|
$
|
0.85
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
Disposal of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.10
|
)
|
Net income
|
|
|
0.67
|
|
|
|
0.50
|
|
|
|
1.16
|
|
|
|
0.72
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.60
|
|
|
$
|
0.44
|
|
|
$
|
1.03
|
|
|
$
|
0.76
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
Disposal of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.08
|
)
|
Net income
|
|
|
0.60
|
|
|
|
0.44
|
|
|
|
1.03
|
|
|
|
0.65
|
|
Dividends declared per share
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
Reconciliation between net income
and comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
30,104
|
|
|
$
|
21,524
|
|
|
$
|
52,118
|
|
|
$
|
30,836
|
|
Adjustments to translation
component of equity
|
|
|
7,839
|
|
|
|
13,285
|
|
|
|
12,909
|
|
|
|
18,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
37,943
|
|
|
$
|
34,809
|
|
|
$
|
65,027
|
|
|
$
|
49,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements
F-53
BELDEN
INC.
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 24,
|
|
|
June 25,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
52,118
|
|
|
$
|
30,836
|
|
Adjustments to reconcile net
income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
25,312
|
|
|
|
21,300
|
|
Asset impairment
|
|
|
3,262
|
|
|
|
2,361
|
|
Pension funding in excess of
pension expense
|
|
|
(2,200
|
)
|
|
|
(17,146
|
)
|
Share-based compensation
|
|
|
4,314
|
|
|
|
2,246
|
|
Provision for inventory
obsolescence
|
|
|
4,872
|
|
|
|
8,877
|
|
Loss (gain) on disposal of
tangible assets
|
|
|
(164
|
)
|
|
|
6,319
|
|
Changes in operating assets and
liabilities, net of the effects of acquisitions and currency
exchange rate changes:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(28,652
|
)
|
|
|
(58,327
|
)
|
Inventories
|
|
|
6,734
|
|
|
|
(27,820
|
)
|
Accounts payable and accrued
liabilities
|
|
|
64,421
|
|
|
|
30,731
|
|
Income taxes
|
|
|
5,017
|
|
|
|
9,419
|
|
Other assets and liabilities, net
|
|
|
(18,690
|
)
|
|
|
7,449
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating
activities
|
|
|
116,344
|
|
|
|
16,245
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
Cash used to acquire businesses
|
|
|
(571,356
|
)
|
|
|
|
|
Proceeds from disposal of tangible
assets
|
|
|
7,608
|
|
|
|
30,153
|
|
Capital expenditures
|
|
|
(28,132
|
)
|
|
|
(7,280
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
investing activities
|
|
|
(591,880
|
)
|
|
|
22,873
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock
options
|
|
|
28,994
|
|
|
|
20,793
|
|
Excess tax benefits related to
share-based compensation
|
|
|
6,914
|
|
|
|
3,668
|
|
Cash dividends paid
|
|
|
(4,626
|
)
|
|
|
(4,313
|
)
|
Debt issuance costs
|
|
|
(10,212
|
)
|
|
|
(1,063
|
)
|
Borrowings under credit
arrangements
|
|
|
530,000
|
|
|
|
|
|
Payments under borrowing
arrangements
|
|
|
(242,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing
activities
|
|
|
309,070
|
|
|
|
19,085
|
|
Effect of foreign currency
exchange rate changes on cash equivalents
|
|
|
2,411
|
|
|
|
2,943
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and
cash equivalents
|
|
|
(164,055
|
)
|
|
|
61,146
|
|
Cash and cash equivalents,
beginning of period
|
|
|
254,151
|
|
|
|
134,638
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
period
|
|
$
|
90,096
|
|
|
$
|
195,784
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements
F-54
BELDEN
INC.
SIX MONTHS ENDED JUNE 24, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation
|
|
|
Pension
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Retained
|
|
|
Treasury Shares
|
|
|
Component
|
|
|
OPEB
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Shares
|
|
|
Amount
|
|
|
of Equity
|
|
|
Adjustments
|
|
|
Total
|
|
|
|
(Unaudited)
|
|
|
Balance at December 31, 2006
|
|
|
50,335
|
|
|
$
|
503
|
|
|
$
|
591,416
|
|
|
$
|
348,069
|
|
|
|
(6,184
|
)
|
|
$
|
(111,100
|
)
|
|
$
|
44,841
|
|
|
$
|
(29,828
|
)
|
|
$
|
843,901
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,118
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,909
|
|
|
|
|
|
|
|
12,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,027
|
|
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
27,520
|
|
|
|
|
|
|
|
983
|
|
|
|
1,474
|
|
|
|
|
|
|
|
|
|
|
|
28,994
|
|
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
11,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,739
|
|
Forfeiture of stock by incentive
plan participants in lieu of cash payment of individual tax
liabilities related to share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
(313
|
)
|
|
|
|
|
|
|
|
|
|
|
(313
|
)
|
Adoption of FIN No. 48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,684
|
|
Cash dividends ($.10 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,554
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,554
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 24, 2007
|
|
|
50,335
|
|
|
$
|
503
|
|
|
$
|
630,675
|
|
|
$
|
398,317
|
|
|
|
(5,207
|
)
|
|
$
|
(109,939
|
)
|
|
$
|
57,750
|
|
|
$
|
(29,828
|
)
|
|
$
|
947,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
Consolidated Financial Statements
F-55
BELDEN
INC.
(Unaudited)
|
|
Note 1:
|
Summary
of Significant Accounting Policies
|
Basis of
Presentation
The accompanying Consolidated Financial Statements include
Belden Inc. (formerly known as Belden CDT Inc.) and all of its
subsidiaries (the Company, us, we, or our). We eliminate all
significant affiliate accounts and transactions in consolidation.
The accompanying Consolidated Financial Statements presented as
of any date other than December 31, 2006:
|
|
|
|
|
Are prepared from the books and records without audit, and
|
|
|
|
Are prepared in accordance with the instructions to
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 Consolidated Financial Statements should be read in
conjunction with the Consolidated Financial Statements and
Supplementary Data contained in our Annual Report on
Form 10-K
for the year ended December 31, 2006.
Reporting
Periods
Our fiscal year and fiscal fourth quarter both end on
December 31. Typically, our fiscal first, second and third
quarter each end on the last Sunday falling on or before their
respective calendar quarter-end. The six months ended
June 24, 2007 and June 25, 2006 include 175 and 176
calendar days, respectively.
Contingent
Liabilities
We have established liabilities for environmental and legal
contingencies that are probable of occurrence and reasonably
estimable. We accrue environmental remediation costs, on an
undiscounted basis, based on estimates of known environmental
remediation exposures developed in consultation with our
environmental consultants and legal counsel. We are, from time
to time, subject to routine litigation incidental to our
business. These lawsuits primarily involve claims for damages
arising out of the use of our products, allegations of patent or
trademark infringement, and litigation and administrative
proceedings involving employment matters and commercial
disputes. Based on facts currently available, we believe the
disposition of the claims that are pending or asserted will not
have a materially adverse effect on our financial position,
results of operations or cash flow.
Current-Year
Adoption of Accounting Pronouncements
On January 1, 2007, we adopted Financial Accounting
Standards Board (FASB) Interpretation (FIN) No. 48,
Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109. This
Interpretation required us to develop a recognition threshold
and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected
to be taken in a tax return.
Additional information regarding the adoption of
FIN No. 48 is included in Note 10 to these
Consolidated Financial Statements.
F-56
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Pending
Adoption of Recent Accounting Pronouncements
In January 2007, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities. This
Statement permits entities to choose to measure many financial
instruments and certain other items at fair value in an effort
to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently.
SFAS No. 159 will become effective for us on
January 1, 2008. We are currently in the process of
evaluating the impact that use of the fair value measurement
option on our financial instruments and other applicable items
would have on our operating results, cash flows and financial
condition.
During the three months ended June 24, 2007, we completed
three acquisitions. We acquired Hirschmann Automation and
Control GmbH (Hirschmann) on March 26, 2007 for
$258.2 million. Hirschmann has its headquarters in
Neckartenzlingen, Germany and is a leading supplier of
industrial ethernet solutions and industrial connectivity. The
acquisition of Hirschmann enables us to deliver networking
solutions for demanding industrial environments and large-scale
infrastructure projects worldwide. On March 27, 2007, we
acquired LTK Wiring Co. Ltd. (LTK), a Hong Kong company, for
$214.4 million. LTK is one of the largest manufacturers of
electronic cable for the China market with three manufacturing
plants in China. LTK gives us a strong presence in China among
OEM customers, including consumer electronics manufacturers. On
April 30, 2007, we completed the purchase of the assets of
Lumberg Automation Components (Lumberg Automation) for
$116.0 million. Lumberg Automation has its headquarters in
Schalksmuhle, Germany and is a leading supplier of industrial
connectors, high performance cord-sets and fieldbus
communication components for factory automation machinery.
Lumberg Automation complements the industrial connectivity
portfolio of Hirschmann as well as our expertise in signal
transmission. The results of operations of each acquisition have
been included in our results of operations from their respective
acquisition dates. Hirschmann and Lumberg Automation are
included in the Europe segment, and LTK is included in the Asia
Pacific segment.
All three acquisitions were cash transactions and were valued in
total at $588.6 million, including transaction costs, and
subject to adjustment based on certain working capital
adjustments. The following table summarizes the estimated fair
values of the assets acquired and liabilities assumed (in
thousands):
|
|
|
|
|
Current assets
|
|
$
|
234,206
|
|
Land and depreciable assets
|
|
|
110,301
|
|
Goodwill
|
|
|
340,250
|
|
Intangible assets
|
|
|
98,598
|
|
Other assets
|
|
|
26,233
|
|
|
|
|
|
|
Assets acquired
|
|
|
809,588
|
|
Liabilities assumed
|
|
|
221,016
|
|
|
|
|
|
|
Net assets acquired
|
|
$
|
588,572
|
|
|
|
|
|
|
The above purchase price allocation is preliminary and is
subject to revision as more detailed analyses are completed and
additional information about the fair value of individual assets
and liabilities becomes available. We also plan to incur costs
in connection with realigning portions of the acquired
businesses. When management completes its realignment plans, we
will be able to estimate the costs associated with those plans.
Any change in the fair value of the acquired net assets and any
realignment costs will change the amount of the purchase price
allocable to goodwill.
F-57
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table illustrates the pro forma effect on
operating results as if the three acquisitions had been
completed as of the beginning of each respective period. The pro
forma effect on the three months ended June 24, 2007 was
not material.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended June 24,
|
|
|
Ended June 25,
|
|
|
Ended June 25,
|
|
|
|
2007
|
|
|
2006
|
|
|
2006
|
|
|
|
Unaudited (In thousands, except per share data)
|
|
|
Revenues
|
|
$
|
1,031,566
|
|
|
$
|
542,411
|
|
|
$
|
976,131
|
|
Income from continuing operations
|
|
|
58,451
|
|
|
|
20,130
|
|
|
|
33,546
|
|
Net income
|
|
|
58,451
|
|
|
|
20,130
|
|
|
|
27,918
|
|
Diluted income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
1.16
|
|
|
|
0.42
|
|
|
|
0.70
|
|
Net income
|
|
|
1.16
|
|
|
|
0.42
|
|
|
|
0.59
|
|
For purposes of the pro forma disclosures, each respective
period includes $12.2 million ($8.1 million after tax)
of nonrecurring expenses from the effects of purchase
accounting, including inventory cost
step-up of
$8.3 million that was recognized in cost of sales,
amortization of the sales backlog intangibles of
$2.6 million, and in-process research and development
charges of $1.3 million. The pro forma information above
also reflects interest expense assuming borrowings at the
beginning of each respective period of $350.0 million of
7.0% senior subordinated notes and $238.6 million at
6.6% interest under our senior secured credit agreement to
finance the acquisitions.
The above unaudited pro forma financial information is presented
for informational purposes only and does not purport to
represent what our results of operations would have been had we
completed these acquisitions on the dates assumed, nor is it
necessarily indicative of the results that may be expected in
future periods. Pro forma adjustments exclude cost savings from
any synergies resulting from the acquisitions.
|
|
Note 3:
|
Operating
Segments
|
We conduct our operations through four reported operating
segments the Belden Americas segment, the Specialty
Products segment, the Europe segment, and the Asia Pacific
segment. In January 2007, we reassigned our metal enclosures,
racks and accessories business headquartered in Washington,
Pennsylvania from the Specialty Products segment to the Belden
Americas segment. We restated 2006 amounts to reflect this
change in segment composition.
Finance and administration costs reflected in the column
entitled F&A in the tables below represent corporate
headquarters operating and treasury expenses. Amounts reflected
in the column entitled Eliminations in the tables below
represent the eliminations of affiliate revenues and affiliate
cost of sales.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belden
|
|
|
Specialty
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
Products
|
|
|
Europe
|
|
|
Pacific
|
|
|
F&A
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Three Months Ended June 24,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
411,911
|
|
|
$
|
212,865
|
|
|
$
|
1,282,362
|
|
|
$
|
353,124
|
|
|
$
|
1,467,285
|
|
|
$
|
(1,684,357
|
)
|
|
$
|
2,043,190
|
|
External customer revenues
|
|
|
221,738
|
|
|
|
64,580
|
|
|
|
176,339
|
|
|
|
87,286
|
|
|
|
|
|
|
|
|
|
|
|
549,943
|
|
Affiliate revenues
|
|
|
18,419
|
|
|
|
23,215
|
|
|
|
5,033
|
|
|
|
|
|
|
|
|
|
|
|
(46,667
|
)
|
|
|
|
|
Operating income (loss)
|
|
|
42,353
|
|
|
|
16,090
|
|
|
|
5,953
|
|
|
|
6,793
|
|
|
|
(11,252
|
)
|
|
|
(8,208
|
)
|
|
|
51,729
|
|
F-58
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belden
|
|
|
Specialty
|
|
|
|
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
Products
|
|
|
Europe
|
|
|
Pacific
|
|
|
F&A
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Three Months Ended June 25,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customer revenues
|
|
$
|
222,989
|
|
|
$
|
70,423
|
|
|
$
|
100,501
|
|
|
$
|
15,655
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
409,568
|
|
Affiliate revenues
|
|
|
18,841
|
|
|
|
8,806
|
|
|
|
1,873
|
|
|
|
|
|
|
|
|
|
|
|
(29,520
|
)
|
|
|
|
|
Operating income (loss)
|
|
|
38,021
|
|
|
|
9,273
|
|
|
|
69
|
|
|
|
1,480
|
|
|
|
(6,776
|
)
|
|
|
(5,264
|
)
|
|
|
36,803
|
|
Six Months Ended June 24,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
411,911
|
|
|
$
|
212,865
|
|
|
$
|
1,282,362
|
|
|
$
|
353,124
|
|
|
$
|
1,467,285
|
|
|
$
|
(1,684,357
|
)
|
|
$
|
2,043,190
|
|
External customer revenues
|
|
|
408,036
|
|
|
|
121,233
|
|
|
|
258,287
|
|
|
|
99,090
|
|
|
|
|
|
|
|
|
|
|
|
886,646
|
|
Affiliate revenues
|
|
|
29,697
|
|
|
|
35,638
|
|
|
|
7,741
|
|
|
|
|
|
|
|
|
|
|
|
(73,076
|
)
|
|
|
|
|
Operating income (loss)
|
|
|
76,661
|
|
|
|
26,405
|
|
|
|
9,755
|
|
|
|
8,320
|
|
|
|
(19,192
|
)
|
|
|
(12,972
|
)
|
|
|
88,977
|
|
Six Months Ended June 25,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customer revenues
|
|
$
|
401,384
|
|
|
$
|
128,112
|
|
|
$
|
173,513
|
|
|
$
|
28,464
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
731,473
|
|
Affiliate revenues
|
|
|
33,875
|
|
|
|
14,054
|
|
|
|
4,009
|
|
|
|
|
|
|
|
|
|
|
|
(51,938
|
)
|
|
|
|
|
Operating income (loss)
|
|
|
69,399
|
|
|
|
15,830
|
|
|
|
(1,071
|
)
|
|
|
2,933
|
|
|
|
(13,041
|
)
|
|
|
(10,291
|
)
|
|
|
63,759
|
|
The following table is a reconciliation of the total of the
reportable segments operating income to consolidated
income from continuing operations before taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 24,
|
|
|
June 25,
|
|
|
June 24,
|
|
|
June 25,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Operating income
|
|
$
|
51,729
|
|
|
$
|
36,803
|
|
|
$
|
88,977
|
|
|
$
|
63,759
|
|
Interest expense
|
|
|
(8,682
|
)
|
|
|
(3,701
|
)
|
|
|
(11,208
|
)
|
|
|
(7,493
|
)
|
Interest income
|
|
|
1,740
|
|
|
|
1,644
|
|
|
|
4,483
|
|
|
|
2,639
|
|
Other income (expense)
|
|
|
571
|
|
|
|
(252
|
)
|
|
|
(1,445
|
)
|
|
|
(469
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
before taxes
|
|
$
|
45,358
|
|
|
$
|
34,494
|
|
|
$
|
80,807
|
|
|
$
|
58,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 4:
|
Discontinued
Operations
|
In the first quarter of 2006, we sold certain assets and
liabilities of our telecommunications cable operation in
Manchester, United Kingdom (Manchester) for cash of
$27.9 million and terminated, without penalty, our supply
agreement with British Telecom plc. We recognized a
$4.3 million after-tax loss ($6.1 million pretax) on
the disposal of this discontinued operation. During the same
quarter, Manchester generated revenues of $27.6 million and
incurred a $1.3 million after-tax loss ($1.9 million
pretax) on operations that we recognized as a loss from
discontinued operations on the Consolidated Statements of
Operations.
F-59
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents the basis of the income per share
computation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 24,
|
|
|
June 25,
|
|
|
June 24,
|
|
|
June 25,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Numerator for basic income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
30,104
|
|
|
$
|
21,524
|
|
|
$
|
52,118
|
|
|
$
|
36,464
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,330
|
)
|
Loss on disposal of discontinued
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,298
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
30,104
|
|
|
$
|
21,524
|
|
|
$
|
52,118
|
|
|
$
|
30,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for diluted income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
30,104
|
|
|
$
|
21,524
|
|
|
$
|
52,118
|
|
|
$
|
36,464
|
|
Tax-effected interest expense on
convertible subordinated debentures
|
|
|
197
|
|
|
|
678
|
|
|
|
875
|
|
|
|
1,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted income from continuing
operations
|
|
|
30,301
|
|
|
|
22,202
|
|
|
|
52,993
|
|
|
|
37,819
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,330
|
)
|
Loss on disposal of discontinued
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,298
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
|
|
$
|
30,301
|
|
|
$
|
22,202
|
|
|
$
|
52,993
|
|
|
$
|
32,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic income per
share weighted average shares
|
|
|
45,078
|
|
|
|
43,036
|
|
|
|
44,784
|
|
|
|
42,801
|
|
Effect of dilutive common stock
equivalents
|
|
|
5,842
|
|
|
|
6,990
|
|
|
|
6,505
|
|
|
|
6,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted income per
share adjusted weighted average shares
|
|
|
50,920
|
|
|
|
50,026
|
|
|
|
51,289
|
|
|
|
49,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The major classes of inventories were as follows:
|
|
|
|
|
|
|
|
|
|
|
June 24,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Raw materials
|
|
$
|
85,878
|
|
|
$
|
54,542
|
|
Work-in-process
|
|
|
69,997
|
|
|
|
38,357
|
|
Finished goods
|
|
|
138,496
|
|
|
|
120,520
|
|
Perishable tooling and supplies
|
|
|
4,045
|
|
|
|
4,016
|
|
|
|
|
|
|
|
|
|
|
Gross inventories
|
|
|
298,416
|
|
|
|
217,435
|
|
Obsolescence and other reserves
|
|
|
(28,676
|
)
|
|
|
(15,187
|
)
|
|
|
|
|
|
|
|
|
|
Net inventories
|
|
$
|
269,740
|
|
|
$
|
202,248
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 7:
|
Long-Lived
Assets
|
During the three months ended June 24, 2007, we identified
certain tangible long-lived assets related to our plant in
Canada for which the carrying value was not fully recoverable.
We estimated the fair market value
F-60
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
of these tangible long-lived assets based upon anticipated net
proceeds from their eventual sale and recognized an impairment
loss of $1.9 million in the Belden Americas segment
operating results. The adjusted aggregate carrying amount of
these assets is $13.6 million.
During the six months ended June 24, 2007, we sold certain
Belden Americas segment real estate and equipment in South
Carolina and Vermont for $6.7 million cash. We recognized
an aggregate $0.1 million loss on the disposals of these
assets in the Belden Americas segment operating results.
During the six months ended June 24, 2007, we identified
certain tangible long-lived assets related to our plants in the
Czech Republic and the Netherlands that were abandoned because
of product portfolio management and product sourcing actions. We
estimated the fair market value of these tangible long-lived
assets based upon anticipated net proceeds from their eventual
sale and recognized an impairment loss of $1.4 million in
the Europe segment operating results. The adjusted aggregate
carrying amount of these assets is $0.1 million.
We recognized depreciation expense of $11.6 million,
$19.4 million, $8.2 million and $17.1 million in
the three- and six-month periods ended June 24, 2007 and
June 25, 2006, respectively. We also recognized
depreciation cost of $2.7 million related to our
discontinued Manchester, United Kingdom operation in loss from
discontinued operations during the six months ended
June 25, 2006.
We recognized amortization expense related to our intangible
assets of $5.1 million, $5.9 million,
$0.7 million and $1.5 million during the three- and
six-month periods ended June 24, 2007 and June 25,
2006, respectively.
|
|
Note 8:
|
Restructuring
Activities
|
North
America Restructuring
In 2006, we announced our decision to restructure certain North
American operations in an effort to increase our manufacturing
presence in lower-labor-cost regions near our major markets,
starting with the planned construction of a new plant in Mexico,
the planned closures of plants in Kentucky, South Carolina, and
Illinois, and the cessation of manufacturing at our facility in
Quebec. In the second quarter of 2007, we recognized severance
costs totaling $0.4 million ($0.2 million in cost of
sales and $0.2 million in selling, general, and
administrative expenses) within the Belden Americas segment. We
expect to incur severance costs totaling approximately
$11.6 million related to these activities and to complete
these activities by December 31, 2007. To date, we have
recognized severance costs totaling $10.0 million related
to these activities.
Europe
Restructuring
In 2005 and 2006, we announced various decisions to restructure
certain European operations in an effort to reduce manufacturing
floor space and overhead, starting with the closures of a plant
in Sweden and sales offices in the United Kingdom and Germany,
as well as product portfolio actions in the Czech Republic and
the Netherlands. In the second quarter of 2007, we did not
recognize any severance costs related to these activities. To
date, we have recognized severance costs totaling
$16.0 million and do not anticipate recognizing additional
severance costs related to these activities through the expected
completion date of December 31, 2007.
Reduction
in Force
In 2006, we identified certain positions throughout the
organization for elimination in an effort to reduce production,
selling, and administrative costs. In the second quarter of
2007, we did not recognize any severance costs related to these
activities. We expect to incur severance costs primarily within
the Belden Americas segment totaling approximately
$3.9 million related to these activities and to complete
these
F-61
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
activities by December 31, 2007. To date, we have
recognized severance costs totaling $3.7 million related to
these activities.
The following table sets forth restructuring activity that
occurred during the three and six months ended June 24,
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
Europe
|
|
|
Reduction in Force
|
|
|
|
Restructuring
|
|
|
Restructuring
|
|
|
Restructuring
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Balance at December 31, 2006
|
|
$
|
7,565
|
|
|
$
|
4,482
|
|
|
$
|
3,373
|
|
New charges
|
|
|
870
|
|
|
|
77
|
|
|
|
214
|
|
Cash payments
|
|
|
(188
|
)
|
|
|
(832
|
)
|
|
|
(1,387
|
)
|
Foreign currency translation
|
|
|
(82
|
)
|
|
|
42
|
|
|
|
1
|
|
Other adjustments
|
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 25, 2007
|
|
$
|
8,165
|
|
|
$
|
3,769
|
|
|
$
|
2,185
|
|
New charges
|
|
|
384
|
|
|
|
|
|
|
|
|
|
Cash payments
|
|
|
(6,394
|
)
|
|
|
(1,582
|
)
|
|
|
(852
|
)
|
Foreign currency translation
|
|
|
494
|
|
|
|
(8
|
)
|
|
|
27
|
|
Other adjustments
|
|
|
|
|
|
|
|
|
|
|
(72
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 24, 2007
|
|
$
|
2,649
|
|
|
$
|
2,179
|
|
|
$
|
1,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company continues to review its business strategies and
evaluate further restructuring actions. This could result in
additional restructuring costs in future periods.
|
|
Note 9:
|
Long-Term
Debt and Other Borrowing Arrangements
|
Senior
Subordinated Notes
On March 16, 2007, we completed a private offering of
$350.0 million aggregate principal amount of
7.0% senior subordinated notes due 2017. The notes are
guaranteed on a senior subordinated basis by certain of our
domestic subsidiaries. The notes rank senior to our convertible
subordinated debentures, rank equal in right of payment with any
of our future senior subordinated debt, and are subordinated to
all of our senior debt and the senior debt of our subsidiary
guarantors, including our senior secured credit facility.
Interest is payable semiannually on March 15 and
September 15. We have entered into a registration rights
agreement to use commercially reasonable efforts to complete an
exchange offer under the Securities Act of 1933 within
240 days of closing or the annual interest rate will
increase by increments of 0.25% up to an aggregate of 1.0%.
Senior
Secured Credit Facility
On February 16, 2007, we amended our existing senior
secured credit agreement, increasing the commitment under our
senior secured credit facility from $165.0 million to
$225.0 million and revising certain restrictive covenants
governing affiliate indebtedness and asset sales. The facility
is secured by our overall cash flow and certain of our assets in
the United States. The amended agreement contains certain
financial covenants, including maintenance of maximum leverage
and minimum fixed charge coverage ratios, with which we are
required to comply. At June 24, 2007, there were no
outstanding borrowings under the facility, we had
$217.8 million in available borrowing capacity, and we were
in compliance with the covenants required by the amended
agreement.
F-62
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Convertible
Subordinated Debentures
On April 20, 2007, we completed the exchange of
$110.0 million aggregate principal of new 4.0% convertible
subordinated debentures due 2023 for $110.0 million
aggregate principal outstanding of the previous 4.0% convertible
subordinated debentures due 2023. The new convertible debentures
contain a net share settlement feature requiring us upon
conversion to pay cash up to the principal amount and to pay any
conversion consideration in excess of the principal amount in
shares of our common stock. The previous debentures were
convertible only into shares of our common stock. We may call
some or all of the debentures on or after July 21, 2008.
Holders may surrender their debentures for conversion into cash
and shares of common stock upon satisfaction of any of the
conditions listed in Note 11 to the Consolidated Financial
Statements in our Annual Report on
Form 10-K
for the year ended December 31, 2006. At June 24,
2007, one of these conditions the closing sale price
of our common stock must be at least 110% of the conversion
price for a minimum of 20 days in the 30
trading-day
period prior to surrender had been satisfied.
Because the holders of these debentures may at their election
currently tender them for conversion, we have classified the
obligations as a current liability. As of June 24, 2007,
the debentures are convertible into cash of $110.0 million
and approximately 4.3 million shares of common stock based
on a conversion price of $17.679. To date, no holders of the
debentures have surrendered their debentures for conversion into
cash and shares of our common stock.
Medium-Term
Notes
On February 16, 2007, we redeemed our medium-term notes in
the aggregate principal amount of $62.0 million. In
connection therewith, we paid a make-whole premium of
approximately $2.0 million which was recognized as other
expense in the Consolidated Statement of Operations. The
redemption was made with cash on hand.
Tax expense of $28.7 million for the six months ended
June 24, 2007 resulted from income from continuing
operations before taxes of $80.8 million. The difference
between the effective rate reflected in the provision for income
taxes on income from continuing operations before taxes and the
amounts determined by applying the applicable statutory United
States tax rate for the six months ended June 24, 2007 are
analyzed below:
|
|
|
|
|
|
|
|
|
Six Months Ended June 24, 2007
|
|
Amount
|
|
|
Rate
|
|
|
|
(In thousands, except rate data)
|
|
|
Provision at statutory rate
|
|
$
|
28,282
|
|
|
|
35.0
|
%
|
State income taxes
|
|
|
2,328
|
|
|
|
2.9
|
|
Change in valuation allowance
|
|
|
94
|
|
|
|
0.1
|
|
Foreign tax rate variances and
other, net
|
|
|
(2,015
|
)
|
|
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
|
Total tax expense
|
|
$
|
28,689
|
|
|
|
35.5
|
%
|
|
|
|
|
|
|
|
|
|
As a result of our adoption of FIN No. 48 on
January 1, 2007, we recognized a $2.7 million decrease
to reserves for uncertain tax positions. We accounted for this
decrease as an adjustment to our beginning balance of retained
earnings on the Consolidated Balance Sheet. Including this
cumulative-effect decrease, we have approximately
$4.2 million of total unrecognized tax benefits at the
beginning of 2007. All of the unrecognized tax benefits would
affect our effective tax rate if recognized. It is reasonably
possible that the unrecognized tax benefits related to various
federal, state, and international tax issues could decrease by
up to $1.4 million for the year ended December 31,
2007 because of the expiration of several statutes of limitation.
F-63
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Our federal income tax returns for the tax years 2003 and later
remain subject to examination by the Internal Revenue Service.
Our state income tax returns for the tax years 2002 and later
remain subject to examination by various state taxing
authorities. Our foreign income tax returns for the tax years
2000 and later remain subject to examination by various foreign
taxing authorities.
Our continuing practice is to recognize interest
and/or
penalties related to income tax matters in income tax expense.
As of January 1, 2007, we have approximately
$0.5 million of accrued interest related to uncertain tax
positions.
|
|
Note 11:
|
Pension
and Other Postretirement Obligations
|
The following table provides the components of net periodic
benefit costs for the plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Obligations
|
|
|
Other Postretirement Obligations
|
|
|
|
June 24,
|
|
|
June 25,
|
|
|
June 24,
|
|
|
June 25,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
1,735
|
|
|
$
|
1,640
|
|
|
$
|
171
|
|
|
$
|
181
|
|
Interest cost
|
|
|
3,007
|
|
|
|
2,116
|
|
|
|
597
|
|
|
|
620
|
|
Expected return on plan assets
|
|
|
(2,969
|
)
|
|
|
(2,483
|
)
|
|
|
|
|
|
|
|
|
Amortization of prior service cost
|
|
|
3
|
|
|
|
(10
|
)
|
|
|
(27
|
)
|
|
|
(27
|
)
|
Curtailment gain
|
|
|
(523
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss recognition
|
|
|
645
|
|
|
|
563
|
|
|
|
153
|
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
1,898
|
|
|
$
|
1,826
|
|
|
$
|
894
|
|
|
$
|
963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
3,229
|
|
|
$
|
3,369
|
|
|
$
|
338
|
|
|
$
|
355
|
|
Interest cost
|
|
|
5,436
|
|
|
|
4,313
|
|
|
|
1,183
|
|
|
|
1,223
|
|
Expected return on plan assets
|
|
|
(6,088
|
)
|
|
|
(5,030
|
)
|
|
|
|
|
|
|
|
|
Amortization of prior service cost
|
|
|
7
|
|
|
|
(20
|
)
|
|
|
(54
|
)
|
|
|
(54
|
)
|
Curtailment gain
|
|
|
(523
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss recognition
|
|
|
1,128
|
|
|
|
1,163
|
|
|
|
306
|
|
|
|
376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
3,189
|
|
|
$
|
3,795
|
|
|
$
|
1,773
|
|
|
$
|
1,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 12:
|
Subsequent
Events
|
In July 2007, we completed our exit from the copper
telecommunications cable business with the sale of an operation
based in Decin, Czech Republic.
|
|
Note 13:
|
Supplemental
Guarantor Information
|
In 2007, Belden Inc., then known as Belden CDT Inc. (the
Issuer), issued $350.0 million of senior subordinated notes
due 2017. Belden Inc. and its current and future material
domestic subsidiaries have fully and unconditionally guaranteed
the notes on a joint and several basis. The following
consolidating financial information presents information about
the Issuer, guarantor subsidiaries and non-guarantor
subsidiaries. Investments in subsidiaries are accounted for on
the equity basis. Intercompany transactions are eliminated.
F-64
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Supplemental
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 24, 2007
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
|
|
|
$
|
16,829
|
|
|
$
|
73,267
|
|
|
$
|
|
|
|
$
|
90,096
|
|
Receivables
|
|
|
43
|
|
|
|
98,776
|
|
|
|
302,810
|
|
|
|
|
|
|
|
401,629
|
|
Inventories, net
|
|
|
|
|
|
|
115,470
|
|
|
|
154,270
|
|
|
|
|
|
|
|
269,740
|
|
Deferred income taxes
|
|
|
|
|
|
|
(2,780
|
)
|
|
|
43,337
|
|
|
|
|
|
|
|
40,557
|
|
Other current assets
|
|
|
1,951
|
|
|
|
3,938
|
|
|
|
11,830
|
|
|
|
|
|
|
|
17,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,994
|
|
|
|
232,233
|
|
|
|
585,514
|
|
|
|
|
|
|
|
819,741
|
|
Property, plant and equipment,
less accumulated depreciation
|
|
|
|
|
|
|
148,061
|
|
|
|
238,889
|
|
|
|
|
|
|
|
386,950
|
|
Goodwill, less accumulated
amortization
|
|
|
|
|
|
|
238,223
|
|
|
|
380,812
|
|
|
|
|
|
|
|
619,035
|
|
Intangible assets, less
accumulated amortization
|
|
|
|
|
|
|
55,165
|
|
|
|
108,604
|
|
|
|
|
|
|
|
163,769
|
|
Investment in subsidiaries
|
|
|
830,298
|
|
|
|
572,533
|
|
|
|
|
|
|
|
(1,402,831
|
)
|
|
|
|
|
Other long-lived assets
|
|
|
9,625
|
|
|
|
5,000
|
|
|
|
39,070
|
|
|
|
|
|
|
|
53,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
841,917
|
|
|
$
|
1,251,215
|
|
|
$
|
1,352,889
|
|
|
$
|
(1,402,831
|
)
|
|
$
|
2,043,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS EQUITY
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
14,841
|
|
|
$
|
182,322
|
|
|
$
|
224,616
|
|
|
$
|
|
|
|
$
|
421,779
|
|
Current maturities of long-term
debt
|
|
|
110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
124,841
|
|
|
|
182,322
|
|
|
|
224,616
|
|
|
|
|
|
|
|
531,779
|
|
Long-term debt
|
|
|
350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
350,000
|
|
Postretirement benefits
|
|
|
|
|
|
|
20,941
|
|
|
|
94,221
|
|
|
|
|
|
|
|
115,162
|
|
Deferred income taxes
|
|
|
|
|
|
|
50,404
|
|
|
|
41,255
|
|
|
|
|
|
|
|
91,659
|
|
Other long-term liabilities
|
|
|
3,147
|
|
|
|
2,502
|
|
|
|
1,463
|
|
|
|
|
|
|
|
7,112
|
|
Intercompany accounts
|
|
|
(151,784
|
)
|
|
|
(209,148
|
)
|
|
|
360,932
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
515,713
|
|
|
|
1,204,194
|
|
|
|
630,402
|
|
|
|
(1,402,831
|
)
|
|
|
947,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
841,917
|
|
|
$
|
1,251,215
|
|
|
$
|
1,352,889
|
|
|
$
|
(1,402,831
|
)
|
|
$
|
2,043,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-65
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
|
|
|
$
|
136,613
|
|
|
$
|
117,538
|
|
|
$
|
|
|
|
$
|
254,151
|
|
Receivables
|
|
|
187
|
|
|
|
86,049
|
|
|
|
131,672
|
|
|
|
|
|
|
|
217,908
|
|
Inventories, net
|
|
|
|
|
|
|
115,399
|
|
|
|
86,849
|
|
|
|
|
|
|
|
202,248
|
|
Deferred income taxes
|
|
|
|
|
|
|
(2,780
|
)
|
|
|
37,444
|
|
|
|
|
|
|
|
34,664
|
|
Other current assets
|
|
|
190
|
|
|
|
6,183
|
|
|
|
4,092
|
|
|
|
|
|
|
|
10,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
377
|
|
|
|
341,464
|
|
|
|
377,595
|
|
|
|
|
|
|
|
719,436
|
|
Property, plant and equipment,
less accumulated depreciation
|
|
|
|
|
|
|
139,170
|
|
|
|
133,115
|
|
|
|
|
|
|
|
272,285
|
|
Goodwill, less accumulated
amortization
|
|
|
|
|
|
|
241,463
|
|
|
|
33,671
|
|
|
|
|
|
|
|
275,134
|
|
Intangible assets, less
accumulated amortization
|
|
|
|
|
|
|
56,278
|
|
|
|
14,686
|
|
|
|
|
|
|
|
70,964
|
|
Investment in subsidiaries
|
|
|
663,150
|
|
|
|
293,018
|
|
|
|
|
|
|
|
(956,168
|
)
|
|
|
|
|
Other long-lived assets
|
|
|
733
|
|
|
|
7,397
|
|
|
|
10,019
|
|
|
|
|
|
|
|
18,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
664,260
|
|
|
$
|
1,078,790
|
|
|
$
|
569,086
|
|
|
$
|
(956,168
|
)
|
|
$
|
1,355,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS
EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
5,135
|
|
|
$
|
106,534
|
|
|
$
|
88,339
|
|
|
$
|
|
|
|
$
|
200,008
|
|
Current maturities of long-term
debt
|
|
|
|
|
|
|
62,000
|
|
|
|
|
|
|
|
|
|
|
|
62,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
5,135
|
|
|
|
168,534
|
|
|
|
88,339
|
|
|
|
|
|
|
|
262,008
|
|
Long-term debt
|
|
|
110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,000
|
|
Postretirement benefits
|
|
|
|
|
|
|
21,670
|
|
|
|
41,325
|
|
|
|
|
|
|
|
62,995
|
|
Deferred income taxes
|
|
|
|
|
|
|
50,277
|
|
|
|
21,122
|
|
|
|
|
|
|
|
71,399
|
|
Other long-term liabilities
|
|
|
13
|
|
|
|
4,329
|
|
|
|
1,323
|
|
|
|
|
|
|
|
5,665
|
|
Intercompany accounts
|
|
|
103,164
|
|
|
|
(228,417
|
)
|
|
|
125,253
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
445,948
|
|
|
|
1,062,397
|
|
|
|
291,724
|
|
|
|
(956,168
|
)
|
|
|
843,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
664,260
|
|
|
$
|
1,078,790
|
|
|
$
|
569,086
|
|
|
$
|
(956,168
|
)
|
|
$
|
1,355,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-66
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Supplemental
Condensed Consolidating Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 24, 2007
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
Revenues
|
|
$
|
|
|
|
$
|
270,815
|
|
|
$
|
346,479
|
|
|
$
|
(67,351
|
)
|
|
$
|
549,943
|
|
Cost of sales
|
|
|
|
|
|
|
(196,017
|
)
|
|
|
(270,077
|
)
|
|
|
67,351
|
|
|
|
(398,743
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
74,798
|
|
|
|
76,402
|
|
|
|
|
|
|
|
151,200
|
|
Selling, general and
administrative expenses
|
|
|
(386
|
)
|
|
|
(40,547
|
)
|
|
|
(56,668
|
)
|
|
|
|
|
|
|
(97,601
|
)
|
Asset impairment
|
|
|
|
|
|
|
|
|
|
|
(1,870
|
)
|
|
|
|
|
|
|
(1,870
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(386
|
)
|
|
|
34,251
|
|
|
|
17,864
|
|
|
|
|
|
|
|
51,729
|
|
Interest expense
|
|
|
(8,593
|
)
|
|
|
223
|
|
|
|
(312
|
)
|
|
|
|
|
|
|
(8,682
|
)
|
Interest income
|
|
|
|
|
|
|
439
|
|
|
|
1,301
|
|
|
|
|
|
|
|
1,740
|
|
Intercompany income (expense)
|
|
|
4,599
|
|
|
|
(1,405
|
)
|
|
|
(3,194
|
)
|
|
|
|
|
|
|
|
|
Income (loss) from equity
investment in subsidiaries
|
|
|
33,887
|
|
|
|
12,540
|
|
|
|
|
|
|
|
(46,427
|
)
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
571
|
|
|
|
|
|
|
|
571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations before taxes
|
|
|
29,507
|
|
|
|
46,048
|
|
|
|
16,230
|
|
|
|
(46,427
|
)
|
|
|
45,358
|
|
Income tax expense
|
|
|
597
|
|
|
|
(12,161
|
)
|
|
|
(3,690
|
)
|
|
|
|
|
|
|
(15,254
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
30,104
|
|
|
$
|
33,887
|
|
|
$
|
12,540
|
|
|
$
|
(46,427
|
)
|
|
$
|
30,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 25, 2006
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
Revenues
|
|
$
|
|
|
|
$
|
277,621
|
|
|
$
|
197,412
|
|
|
$
|
(65,465
|
)
|
|
$
|
409,568
|
|
Cost of sales
|
|
|
|
|
|
|
(212,591
|
)
|
|
|
(170,265
|
)
|
|
|
65,465
|
|
|
|
(317,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
65,030
|
|
|
|
27,147
|
|
|
|
|
|
|
|
92,177
|
|
Selling, general and
administrative expenses
|
|
|
(409
|
)
|
|
|
(34,693
|
)
|
|
|
(17,911
|
)
|
|
|
|
|
|
|
(53,013
|
)
|
Asset impairment
|
|
|
|
|
|
|
(2,361
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,361
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(409
|
)
|
|
|
27,976
|
|
|
|
9,236
|
|
|
|
|
|
|
|
36,803
|
|
Interest expense
|
|
|
(1,304
|
)
|
|
|
(2,326
|
)
|
|
|
(71
|
)
|
|
|
|
|
|
|
(3,701
|
)
|
Interest income
|
|
|
|
|
|
|
953
|
|
|
|
691
|
|
|
|
|
|
|
|
1,644
|
|
Intercompany income (expense)
|
|
|
1,363
|
|
|
|
(1,098
|
)
|
|
|
(265
|
)
|
|
|
|
|
|
|
|
|
Income (loss) from equity
investment in subsidiaries
|
|
|
21,752
|
|
|
|
5,744
|
|
|
|
|
|
|
|
(27,496
|
)
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
(252
|
)
|
|
|
|
|
|
|
(252
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations before taxes
|
|
|
21,402
|
|
|
|
31,249
|
|
|
|
9,339
|
|
|
|
(27,496
|
)
|
|
|
34,494
|
|
Income tax expense
|
|
|
122
|
|
|
|
(9,497
|
)
|
|
|
(3,595
|
)
|
|
|
|
|
|
|
(12,970
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
21,524
|
|
|
$
|
21,752
|
|
|
$
|
5,744
|
|
|
$
|
(27,496
|
)
|
|
$
|
21,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-67
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 24, 2007
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
Revenues
|
|
$
|
|
|
|
$
|
498,746
|
|
|
$
|
500,800
|
|
|
$
|
(112,900
|
)
|
|
$
|
886,646
|
|
Cost of sales
|
|
|
|
|
|
|
(364,176
|
)
|
|
|
(393,481
|
)
|
|
|
112,900
|
|
|
|
(644,757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
134,570
|
|
|
|
107,319
|
|
|
|
|
|
|
|
241,889
|
|
Selling, general and
administrative expenses
|
|
|
(415
|
)
|
|
|
(74,211
|
)
|
|
|
(75,024
|
)
|
|
|
|
|
|
|
(149,650
|
)
|
Asset impairment
|
|
|
|
|
|
|
|
|
|
|
(3,262
|
)
|
|
|
|
|
|
|
(3,262
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(415
|
)
|
|
|
60,359
|
|
|
|
29,033
|
|
|
|
|
|
|
|
88,977
|
|
Interest expense
|
|
|
(10,528
|
)
|
|
|
(370
|
)
|
|
|
(310
|
)
|
|
|
|
|
|
|
(11,208
|
)
|
Interest income
|
|
|
|
|
|
|
2,526
|
|
|
|
1,957
|
|
|
|
|
|
|
|
4,483
|
|
Intercompany income (expense)
|
|
|
6,080
|
|
|
|
(2,344
|
)
|
|
|
(3,736
|
)
|
|
|
|
|
|
|
|
|
Income (loss) from equity
investment in subsidiaries
|
|
|
55,278
|
|
|
|
19,868
|
|
|
|
|
|
|
|
(75,146
|
)
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
(2,016
|
)
|
|
|
571
|
|
|
|
|
|
|
|
(1,445
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations before taxes
|
|
|
50,415
|
|
|
|
78,023
|
|
|
|
27,515
|
|
|
|
(75,146
|
)
|
|
|
80,807
|
|
Income tax expense
|
|
|
1,703
|
|
|
|
(22,745
|
)
|
|
|
(7,647
|
)
|
|
|
|
|
|
|
(28,689
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
52,118
|
|
|
$
|
55,278
|
|
|
$
|
19,868
|
|
|
$
|
(75,146
|
)
|
|
$
|
52,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-68
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 25, 2006
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
Revenues
|
|
$
|
|
|
|
$
|
502,488
|
|
|
$
|
353,445
|
|
|
$
|
(124,460
|
)
|
|
$
|
731,473
|
|
Cost of sales
|
|
|
|
|
|
|
(384,642
|
)
|
|
|
(305,699
|
)
|
|
|
124,460
|
|
|
|
(565,881
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
|
|
|
117,846
|
|
|
|
47,746
|
|
|
|
|
|
|
|
165,592
|
|
Selling, general and
administrative expenses
|
|
|
(475
|
)
|
|
|
(65,241
|
)
|
|
|
(33,756
|
)
|
|
|
|
|
|
|
(99,472
|
)
|
Asset impairment
|
|
|
|
|
|
|
(2,361
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,361
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(475
|
)
|
|
|
50,244
|
|
|
|
13,990
|
|
|
|
|
|
|
|
63,759
|
|
Interest expense
|
|
|
(2,795
|
)
|
|
|
(4,612
|
)
|
|
|
(86
|
)
|
|
|
|
|
|
|
(7,493
|
)
|
Interest income
|
|
|
|
|
|
|
1,722
|
|
|
|
917
|
|
|
|
|
|
|
|
2,639
|
|
Intercompany income (expense)
|
|
|
2,722
|
|
|
|
(2,369
|
)
|
|
|
(353
|
)
|
|
|
|
|
|
|
|
|
Income (loss) from equity
investment in subsidiaries
|
|
|
31,192
|
|
|
|
1,691
|
|
|
|
|
|
|
|
(32,883
|
)
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
(469
|
)
|
|
|
|
|
|
|
(469
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations before taxes
|
|
|
30,644
|
|
|
|
46,676
|
|
|
|
13,999
|
|
|
|
(32,883
|
)
|
|
|
58,436
|
|
Income tax expense
|
|
|
192
|
|
|
|
(15,484
|
)
|
|
|
(6,680
|
)
|
|
|
|
|
|
|
(21,972
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations
|
|
|
30,836
|
|
|
|
31,192
|
|
|
|
7,319
|
|
|
|
(32,883
|
)
|
|
|
36,464
|
|
Loss from discontinued operations,
net of tax
|
|
|
|
|
|
|
|
|
|
|
(1,330
|
)
|
|
|
|
|
|
|
(1,330
|
)
|
Loss on disposal of discontinued
operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
(4,298
|
)
|
|
|
|
|
|
|
(4,298
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
30,836
|
|
|
$
|
31,192
|
|
|
$
|
1,691
|
|
|
$
|
(32,883
|
)
|
|
$
|
30,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-69
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Supplemental
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 24, 2007
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
Net cash provided by (used in)
operating activities, including short-term intercompany activity
|
|
$
|
(259,200
|
)
|
|
$
|
215,998
|
|
|
$
|
159,546
|
|
|
$
|
|
|
|
$
|
116,344
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from disposal of tangible
assets
|
|
|
|
|
|
|
6,964
|
|
|
|
644
|
|
|
|
|
|
|
|
7,608
|
|
Capital expenditures
|
|
|
|
|
|
|
(21,099
|
)
|
|
|
(7,033
|
)
|
|
|
|
|
|
|
(28,132
|
)
|
Cash used to invest in or acquire
businesses
|
|
|
|
|
|
|
|
|
|
|
(571,356
|
)
|
|
|
|
|
|
|
(571,356
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing
activities
|
|
|
|
|
|
|
(14,135
|
)
|
|
|
(577,745
|
)
|
|
|
|
|
|
|
(591,880
|
)
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments under borrowing
arrangements
|
|
|
(180,000
|
)
|
|
|
(62,000
|
)
|
|
|
|
|
|
|
|
|
|
|
(242,000
|
)
|
Borrowings under credit
arrangements
|
|
|
530,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
530,000
|
|
Cash dividends paid
|
|
|
(4,626
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,626
|
)
|
Debt issuance costs
|
|
|
(10,212
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,212
|
)
|
Proceeds from exercises of stock
options
|
|
|
28,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,994
|
|
Excess tax benefits related to
share-based payments
|
|
|
6,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,914
|
|
Intercompany capital contributions
|
|
|
(111,870
|
)
|
|
|
(259,647
|
)
|
|
|
371,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
financing activities
|
|
|
259,200
|
|
|
|
(321,647
|
)
|
|
|
371,517
|
|
|
|
|
|
|
|
309,070
|
|
Effect of currency exchange rate
changes on cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
2,411
|
|
|
|
|
|
|
|
2,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash
equivalents
|
|
|
|
|
|
|
(119,784
|
)
|
|
|
(44,271
|
)
|
|
|
|
|
|
|
(164,055
|
)
|
Cash and cash equivalents,
beginning of period
|
|
|
|
|
|
|
136,613
|
|
|
|
117,538
|
|
|
|
|
|
|
|
254,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
period
|
|
$
|
|
|
|
$
|
16,829
|
|
|
$
|
73,267
|
|
|
$
|
|
|
|
$
|
90,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-70
BELDEN
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 25, 2006
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Guarantor
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
|
Subsidiaries
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|
Net cash provided by (used in)
operating activities, including short-term intercompany activity
|
|
$
|
(19,081
|
)
|
|
$
|
19,270
|
|
|
$
|
16,056
|
|
|
$
|
|
|
|
$
|
16,245
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from disposal of tangible
assets
|
|
|
|
|
|
|
61
|
|
|
|
30,092
|
|
|
|
|
|
|
|
30,153
|
|
Capital expenditures
|
|
|
|
|
|
|
(5,521
|
)
|
|
|
(1,759
|
)
|
|
|
|
|
|
|
(7,280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for)
investing activities
|
|
|
|
|
|
|
(5,460
|
)
|
|
|
28,333
|
|
|
|
|
|
|
|
22,873
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid
|
|
|
(4,313
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,313
|
)
|
Debt issuance costs
|
|
|
(1,063
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,063
|
)
|
Proceeds from exercises of stock
options
|
|
|
20,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,793
|
|
Excess tax benefits related to
share-based payments
|
|
|
3,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing
activities
|
|
|
19,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,085
|
|
Effect of currency exchange rate
changes on cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
2,943
|
|
|
|
|
|
|
|
2,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash
equivalents
|
|
|
4
|
|
|
|
13,810
|
|
|
|
47,332
|
|
|
|
|
|
|
|
61,146
|
|
Cash and cash equivalents,
beginning of period
|
|
|
|
|
|
|
92,636
|
|
|
|
42,002
|
|
|
|
|
|
|
|
134,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
period
|
|
$
|
4
|
|
|
$
|
106,446
|
|
|
$
|
89,334
|
|
|
$
|
|
|
|
$
|
195,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-71
$350,000,000
BELDEN INC.
EXCHANGE OFFER FOR 7% SENIOR
SUBORDINATED NOTES DUE 2017
PROSPECTUS
,
2007
We have not authorized any dealer, salesperson or other person
to give any information or represent anything to you other than
the information contained or incorporated by reference in this
prospectus. You may not rely on unauthorized information or
representations.
This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the
registered securities to which it relates, nor does this
prospectus constitute an offer to sell or a solicitation to buy
securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in any
jurisdiction where it is unlawful, where the person making the
offer is not qualified to do so, or to any person who cannot
legally be offered the securities.
The information in this prospectus is current only as of the
date on its cover, and may change after that date. For any time
after the cover date of this prospectus, we do not represent
that our affairs are the same as described or that the
information in this prospectus is correct, nor do we imply those
things by delivering this prospectus or selling securities to
you.
Until ,
2007, all dealers that effect transactions in the exchange
notes, whether or not participating in this exchange offer, may
be required to deliver a prospectus. This is in addition to the
dealers obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
|
|
Item 20.
|
Indemnification
of Directors and Officers
|
Delaware
Belden Inc., Belden 1993 Inc., Belden Holdings, Inc., Belden
Technologies, Inc., Belden Wire & Cable Company, CDT
International Holdings Inc., Nordx/CDT Corp. and Thermax/CDT,
Inc. are incorporated under the laws of the State of Delaware.
Section 145(a) of the Delaware General Corporation Law, or
DGCL, provides, in general, that a corporation shall have the
power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation), because the person is or was a
director or officer of the corporation. Such indemnity may be
against expenses (including attorneys fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or
proceeding, if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the
best interests of the corporation and if, with respect to any
criminal action or proceeding, the person did not have
reasonable cause to believe the persons conduct was
unlawful.
Section 145(b) of the DGCL provides, in general, that a
corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor
because the person is or was a director or officer of the
corporation, against any expenses (including attorneys
fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145(g) of the DGCL provides, in general, that a
corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director or
officer of the corporation against any liability asserted
against the person in any such capacity, or arising out of the
persons status as such, whether or not the corporation
would have the power to indemnify the person against such
liability under the provisions of the DGCL.
The certificates of incorporation of each of Belden Inc., Belden
1993 Inc., Belden Holdings, Inc., CDT International Holdings
Inc., Nordx/CDT Corp. and Thermax/CDT, Inc. provide for the
indemnification of directors to the fullest extent permitted by
the DGCL. The certificates of incorporation of each of Belden
Technologies, Inc. and Belden Wire & Cable Company are
silent as to indemnification.
The bylaws of each of Belden Inc., Belden 1993 Inc. and CDT
International Holdings Inc. provide for the indemnification of
officers and directors to the fullest extent permitted by the
DGCL. The bylaws of each of Belden Holdings, Inc., Belden
Technologies, Inc., Belden Wire & Cable Company,
Nordx/CDT Corp. and Thermax/CDT, Inc. are silent as to
indemnification.
The foregoing is only a general summary of certain aspects of
Delaware law and the registrants organizational documents
dealing with indemnification of directors and officers and does
not purport to be complete. It is qualified in its entirety by
reference to the detailed provisions of Section 145 of the
DGCL and the applicable provisions of the registrants
respective certificates of incorporation and bylaws.
II-1
Washington
Belden CDT Networking, Inc. is incorporated under the laws of
the State of Washington.
Section 23B.08.510 of the Washington Business Corporation
Act provides, in general, that a corporation may indemnify an
individual made a party to a proceeding because the individual
is or was a director against liability incurred in the
proceeding if: (a) the individual acted in good faith; and
(b) the individual reasonably believed: (i) in the
case of conduct in the individuals official capacity with
the corporation, that the individuals conduct was in its
best interests; and (ii) in all other cases, that the
individuals conduct was at least not opposed to its best
interests; and (c) in the case of any criminal proceeding,
the individual had no reasonable cause to believe that the
individuals conduct was unlawful.
Section 23B.08.580 of the Washington Business Corporation
Act provides, in general, that a corporation may purchase and
maintain insurance on behalf of an individual who is or was an
officer, employee or agent of the corporation against liability
asserted against or incurred by the individual in that capacity
or arising from the individuals status as a director,
officer, employee, or agent, whether or not the corporation
would have power to indemnify the individual against the same
liability under the provisions of the Washington Business
Corporation Act.
The articles of incorporation of Belden CDT Networking, Inc. are
silent as to indemnification. The bylaws of Belden CDT
Networking, Inc. provide for the indemnification of officers and
directors to the fullest extent permitted by the Washington
Business Corporation Act.
The foregoing is only a general summary of certain aspects of
Washington law and Belden CDT Networking, Inc.s
organizational documents dealing with indemnification of
directors and officers and does not purport to be complete. It
is qualified in its entirety by reference to the detailed
provisions of Sections 23B.08.500 through 23B.08.600 of the
Washington Business Corporation Act, Belden CDT Networking,
Inc.s certificate of incorporation and Section 10 of
its bylaws.
The directors and officers of Belden CDT Inc. have entered into
indemnification agreements with the Company pursuant to which
the Company has agreed to provide for the indemnification and
advancement of expenses to the fullest extent permitted by law.
In addition, the Companys directors and officers are
covered by insurance indemnifying them against certain
liabilities which might be incurred by them in their capacities
as such, including certain liabilities under the Securities Act.
See also the indemnification provisions in the registration
rights agreement incorporated herein by reference as
Exhibit 4.6.
|
|
Item 21.
|
Exhibits
and Financial Statement Schedules
|
(a) Exhibits.
Reference is made to the Index to Exhibits filed as a part of
this registration statement.
(b) Financial Statement Schedules.
All schedules have been omitted because they are not applicable
or because the required information is shown in the financial
statements or notes thereto.
1. The undersigned registrants hereby undertake:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which
individually or in
II-2
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(d) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser, each prospectus
filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it
is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
(e) That, for the purpose of determining liability of the
registrants under the Securities Act to any purchaser in the
initial distribution of the securities: The undersigned
registrants undertake that in a primary offering of securities
of the undersigned registrants pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, each of the undersigned registrants will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the
undersigned registrants relating to the offering required to be
filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrants or used
or referred to by the undersigned registrants;
(iii) the portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrants or its securities provided by or on
behalf of the undersigned registrants; and
(iv) any other communication that is an offer in the
offering made by the undersigned registrants to the purchaser.
2. The undersigned registrants hereby undertake that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the
II-3
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
3. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrants pursuant to
the foregoing provisions, or otherwise, the registrants have
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer
or controlling person of such registrants in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the
opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by them
is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such
issue.
4. The undersigned registrants hereby undertake to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11 or 13 of
this form, within one business day of receipt of such request,
and to send the incorporated documents by first-class mail or
other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
5. The undersigned registrants hereby undertake to supply
by means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-4
INDEX TO
EXHIBITS
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
2
|
.1
|
|
Sale and Purchase Agreement, dated
January 29, 2007, among Belden Europe B.V., Belden CDT Inc.
and Hirschmann Electronics Holdings S.A. (incorporated by
reference to Exhibit 2.1 to Belden CDT Inc.s Current
Report on
Form 8-K
filed on February 2, 2007).
|
|
2
|
.2
|
|
Agreement for the Sale and
Purchase of the Entire Issued Share Capital of Each of LTK
Wiring Company Limited, LTK Cable Technology Limited, LTK
Technologies Co., Limited and Genuine Care Limited, dated
February 6, 2007, among LTK Industries Limited, Belden Far
East Holdings B.V., Lo Chung Wai, Paul and Belden CDT Inc.
(incorporated by reference to Exhibit 2.1 to Belden CDT
Inc.s Current Report on
Form 8-K
filed on February 9, 2007).
|
|
2
|
.3
|
|
Business Transfer Agreement among
Lumberg Automation GmbH, LuS Lumberg GmbH & Cie KG,
Lumberg Ltd., Lumberg S.a.r.l., Lumberg Asia Pacific Pte. Ltd.,
Lumberg, Inc., Belden Deutschland GmbH, Belden-EIW
GmbH & Co. KG, and Belden Europe B.V. (incorporated by
reference to Exhibit 2.1 to Belden CDT Inc.s Current
Report on
Form 8-K
filed on April 2, 2007).
|
|
3
|
.1
|
|
Restated Certificate of
Incorporation of Belden CDT Inc. (incorporated by reference to
Exhibit 3.1 to Belden CDT Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2004, filed on
March 31, 2005).
|
|
3
|
.2
|
|
Certificate of Ownership and
Merger of Belden Inc. (formerly known as Belden CDT Inc.)
(incorporated by reference to Exhibit 3.1 to Belden
Inc.s Current Report on
Form 8-K
filed on May 29, 2007).
|
|
3
|
.3
|
|
Second Amended and Restated Bylaws
of Belden CDT Inc. (incorporated by reference to
Exhibit 3.01 to Belden CDT Inc.s
Form 8-K
filed on December 6, 2005).
|
|
3
|
.4
|
|
Certificate of Incorporation of
Belden 1993 Inc. (formerly known as Belden Inc.)
|
|
3
|
.5
|
|
Bylaws of Belden 1993 Inc.
(formerly known as Belden Inc.)
|
|
3
|
.6
|
|
Certificate of Incorporation of
Belden Holdings, Inc.
|
|
3
|
.7
|
|
Bylaws of Belden Holdings, Inc.
|
|
3
|
.8
|
|
Certificate of Incorporation of
Belden Technologies, Inc.
|
|
3
|
.9
|
|
Bylaws of Belden Technologies,
Inc.
|
|
3
|
.10
|
|
Certificate of Incorporation of
Belden Wire & Cable Company.
|
|
3
|
.11
|
|
Bylaws of Belden Wire &
Cable Company.
|
|
3
|
.12
|
|
Certificate of Incorporation of
CDT International Holdings Inc.
|
|
3
|
.13
|
|
Bylaws of CDT International
Holdings Inc.
|
|
3
|
.14
|
|
Certificate of Incorporation of
Nordx/CDT Corp.
|
|
3
|
.15
|
|
Bylaws of Nordx/CDT Corp.
|
|
3
|
.16
|
|
Certificate of Incorporation of
Thermax/CDT, Inc.
|
|
3
|
.17
|
|
Bylaws of Thermax/CDT, Inc.
|
|
3
|
.18
|
|
Articles of Incorporation, as
amended, of Belden CDT Networking, Inc.
|
|
3
|
.19
|
|
Bylaws of Belden CDT Networking,
Inc. (formerly known as Cable Design Technologies Inc.)
|
|
4
|
.1
|
|
Rights Agreement, dated as of
December 11, 1996, between the Company and Equiserve
Trust Company, N.A., successor to The First National Bank
of Boston, as rights agent, including the form of Certificate of
Designation, Preferences and Rights of Junior Participating
Preferred Stock, Series A, attached thereto as
Exhibit A, the form of Rights Certificate attached thereto
as Exhibit B and the Summary of Rights attached thereto as
Exhibit C (incorporated by reference to Exhibit 1.1 to
the Registration Statement on
Form 8-A
of Cable Design Technologies Corporation (CDT), File
Number
000-22724,
filed on December 11, 1996).
|
|
4
|
.2
|
|
Amendment to Rights Agreement,
dated as of November 15, 2004 (incorporated by reference to
Exhibit 4.1 to Belden CDT Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004, filed on
November 15, 2004).
|
II-5
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
4
|
.3
|
|
Amendment No. 2 to Rights
Agreement, dated as of December 8, 2006 (incorporated by
reference to Exhibit 4.2(a) to Belden CDT Inc.s
Registration Statement on
Form 8-A/A,
File Number
001-12561,
filed on December 8, 2006).
|
|
4
|
.4
|
|
Indenture, dated as of
March 16, 2007, relating to the 7% Senior Subordinated
Notes due 2017, among Belden CDT Inc., the Guarantors named
therein and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 to Belden CDT
Inc.s Current Report on
Form 8-K
filed on March 19, 2007).
|
|
4
|
.5
|
|
Form of 7% Senior
Subordinated Note due 2017 (included in Exhibit 4.4).
|
|
4
|
.6
|
|
Registration Rights Agreement,
dated as of March 16, 2007, by and among Belden CDT Inc.,
the Guarantors named therein and Wachovia Capital Markets LLC,
as representative of the Initial Purchasers listed in the
Registration Rights Agreement (incorporated by reference to
Exhibit 10.2 to Belden CDT Inc.s Current Report on
Form 8-K
filed on March 19, 2007).
|
|
4
|
.7
|
|
Indenture, dated as of
April 20, 2007, relating to the 4.00% Convertible
Subordinated Debentures due 2023, between Belden CDT Inc. and
U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to Belden CDT Inc.s Current
Report on
Form 8-K
filed on April 24, 2007).
|
|
4
|
.8
|
|
Form of 4.00% Convertible
Subordinated Debenture due 2023 (included in Exhibit 4.7).
|
|
5
|
.1
|
|
Opinion of Kirkland &
Ellis LLP.
|
|
10
|
.1
|
|
Tax Sharing and Separation
Agreement (incorporated by reference to Exhibit 10.6 to
CDTs Quarterly Report on
Form 10-Q
filed on November 15, 1993).
|
|
10
|
.2
|
|
Trademark License Agreement
(incorporated by reference to Exhibit 10.2 to the Quarterly
Report on
Form 10-Q
of Belden Inc. filed on November 15, 1993).
|
|
10
|
.3
|
|
Belden Inc. Long-Term Incentive
Plan, as amended (incorporated by reference to Exhibit 10.3
to Belden CDT Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2006, filed on
March 1, 2007).
|
|
10
|
.4
|
|
Belden Inc. 2003 Long-Term
Incentive Plan, as amended (incorporated by reference to
Exhibit 10.4 to Belden CDT Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2006, filed on
March 1, 2007).
|
|
10
|
.5
|
|
CDT Long-Term Performance
Incentive Plan (adopted September 23, 1993) (incorporated
by reference to Exhibit 10.18 to CDTs Registration
Statement on
Form S-1,
File Number
33-69992,
filed on November 1, 1993).
|
|
10
|
.6
|
|
CDT Supplemental Long-Term
Performance Incentive Plan (adopted December 12, 1995)
(incorporated by reference to Exhibit A to CDTs Proxy
Statement filed on January 17, 1996).
|
|
10
|
.7
|
|
CDT 1999 Long-Term Performance
Incentive Plan (adopted April 19, 1999 and amended
June 11, 1999) (incorporated by reference to
Exhibit 10.16 to CDTs Annual Report on
Form 10-K
for the year ended July 31, 1999, filed on October 27,
1999).
|
|
10
|
.8
|
|
Amendment No. 2, dated
July 13, 2000, to CDT 1999 Long-Term Performance Incentive
Plan (incorporated by reference to Exhibit 10.15 to
CDTs Annual Report on
Form 10-K
for the year ended July 31, 2000, filed on October 27,
2000).
|
|
10
|
.9
|
|
Form of June 11, 1999 Stock
Option Grant (incorporated by reference to Exhibit 10.18 to
CDTs Annual Report on
Form 10-K
for the year ended July 31, 1999, filed on October 27,
1999).
|
|
10
|
.10
|
|
Form of April 23, 1999 Stock
Option Grant (incorporated by reference to Exhibit 10.19 to
CDTs Annual Report on
Form 10-K
for the year ended July 31, 1999, filed on October 27,
1999).
|
|
10
|
.11
|
|
CDT 2001 Long-Term Performance
Incentive Plan (incorporated by reference to Appendix II to
Belden CDT Inc.s Proxy Statement filed on April 13,
2006).
|
|
10
|
.12
|
|
Amendments to CDT Long-Term
Performance Incentive Plan (1993), Supplemental Long-Term
Performance Incentive Plan (1995), 1999 Long-Term Performance
Incentive Plan and 2001 Long-Term Performance Incentive Plan
(incorporated by reference to Exhibit 10.61 to Belden CDT
Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004, filed on
November 15, 2004).
|
II-6
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.13
|
|
Form of Director Nonqualified
Stock Option Grant (incorporated by reference to
Exhibit 99.2 to CDTs Quarterly Report on
Form 10-Q
for the quarter ended January 31, 2001, filed on
March 15, 2001).
|
|
10
|
.14
|
|
Form of Restricted Stock Grant
(incorporated by reference to Exhibit 10.22 to CDTs
Quarterly Report on
Form 10-Q
for the quarter ended October 31, 2002, filed on
December 16, 2002).
|
|
10
|
.15
|
|
Form of Restricted Stock Grant
(incorporated by reference to Exhibit 10.20 to Belden CDT
Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004, filed on
November 15, 2004).
|
|
10
|
.16
|
|
Form of Restricted Stock Grant
(incorporated by reference to Exhibit 10.01 to Belden CDT
Inc.s Current Report on
Form 8-K
filed on May 19, 2005).
|
|
10
|
.17
|
|
Form of Stock Option Grant
(incorporated by reference to Exhibit 10.1 to Belden CDT
Inc.s Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2005, filed on May 10,
2005).
|
|
10
|
.18
|
|
Form of February 22, 2006
Stock Appreciation Right Award Agreement (incorporated by
reference to Exhibit 10.1 to Belden CDT Inc.s
Quarterly Report on
Form 10-Q
for the quarter ended March 26, 2006, filed on May 5,
2006).
|
|
10
|
.19
|
|
Form of Performance Stock Units
Award Form (incorporated by reference to Exhibit 10.2 to
Belden CDT Inc.s Quarterly Report on
Form 10-Q
for the quarter ended March 26, 2006, filed on May 5,
2006).
|
|
10
|
.20
|
|
Form of February 22, 2006
Restricted Stock Unit Award Agreement (incorporated by reference
to Exhibit 10.3 to Belden CDT Inc.s Quarterly Report
on
Form 10-Q
for the quarter ended March 26, 2006, filed on May 5,
2006).
|
|
10
|
.21
|
|
Form of Stock Appreciation Rights
Award (incorporated by reference to Exhibit 10.4 to Belden
CDT Inc.s Quarterly Report on
Form 10-Q
for the quarter ended March 26, 2006, filed on May 5,
2006).
|
|
10
|
.22
|
|
Form of Performance Stock Units
Award (incorporated by reference to Exhibit 10.5 to Belden
CDT Inc.s Quarterly Report on
Form 10-Q
for the quarter ended March 26, 2006, filed on May 5,
2006).
|
|
10
|
.23
|
|
Belden CDT Inc. Long-Term Cash
Performance Plan (incorporated by reference to
Exhibit 10.36 to Belden CDT Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2004, filed on
March 31, 2005).
|
|
10
|
.24
|
|
Belden CDT Inc. Annual Cash
Incentive Plan (incorporated by reference to Exhibit 10.6
to Belden CDT Inc.s Quarterly Report on
Form 10-Q
for the quarter ended March 26, 2006, filed on May 5,
2006).
|
|
10
|
.25
|
|
2004 Belden CDT Inc. Non-Employee
Director Deferred Compensation Plan (incorporated by reference
to Exhibit 10.1 to Belden CDT Inc.s Current Report on
Form 8-K
filed on December 21, 2004).
|
|
10
|
.26
|
|
Belden CDT Inc. Retirement Savings
Plan (incorporated by reference to Exhibit 10.1 to Belden
CDT Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2005, filed on
November 9, 2005).
|
|
10
|
.27
|
|
First Amendment to Belden CDT Inc.
Retirement Savings Plan (incorporated by reference to
Exhibit 10.48 to Belden CDT Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2005, filed on
March 16, 2006).
|
|
10
|
.28
|
|
Second Amendment to Belden CDT
Inc. Retirement Savings Plan (incorporated by reference to
Exhibit 10.49 to Belden CDT Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2005, filed on
March 16, 2006).
|
|
10
|
.29
|
|
Third Amendment to Belden CDT Inc.
Retirement Savings Plan (incorporated by reference to
Exhibit 10.29 to Belden CDT Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2006, filed on
March 1, 2007).
|
II-7
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.30
|
|
Belden Wire & Cable
Company Supplemental Excess Defined Benefit Plan, with First,
Second and Third Amendments (incorporated by reference to
Exhibits 10.14 and 10.15 to the Annual Report on
Form 10-K
of Belden Inc. for the year ended December 31, 2001, filed
on March 22, 2002; Exhibit 10.21 to the Annual Report
on
Form 10-K
of Belden Inc. for the year ended December 31, 2002, filed
on March 14, 2003; and Exhibit 10.50 to Belden CDT
Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004, filed on
November 15, 2004).
|
|
10
|
.31
|
|
Belden Wire & Cable
Company Supplemental Excess Defined Contribution Plan, with
First, Second and Third Amendments (incorporated by reference to
Exhibits 10.16 and 10.17 to the Annual Report on
Form 10-K
of Belden Inc. for the year ended December 31, 2001, filed
on March 22, 2002; Exhibit 10.24 to the Annual Report
on
Form 10-K
of Belden Inc. for the year ended December 31, 2002, filed
on March 14, 2003; and Exhibit 10.51 to Belden CDT
Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004, filed on
November 15, 2004).
|
|
10
|
.32
|
|
Trust Agreement, with First
Amendment (incorporated by reference to Exhibits 10.52 and
10.53 to Belden CDT Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004, filed on
November 15, 2004).
|
|
10
|
.33
|
|
Trust Agreement, with First
Amendment (incorporated by reference to Exhibits 10.54 and
10.55 to Belden CDT Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2004, filed on
November 15, 2004).
|
|
10
|
.34
|
|
Executive Employment Agreement
with John Stroup, dated September 26, 2005 (incorporated by
reference to Exhibit 10.01 to Belden CDT Inc.s
Current Report on
Form 8-K
filed on September 27, 2005).
|
|
10
|
.35
|
|
Executive Employment Agreement
with Gray Benoist, dated as of August 24, 2006
(incorporated by reference to Exhibit 10.3 to Belden CDT
Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 24, 2006, filed on
November 3, 2006).
|
|
10
|
.36
|
|
Executive Employment Agreement
with Peter F. Sheehan, dated as of July 16, 2006
(incorporated by reference to Exhibit 10.1 to Belden CDT
Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 24, 2006, filed on
November 3, 2006).
|
|
10
|
.37
|
|
Executive Employment Agreement
with Robert Canny, dated as of July 16, 2006 (incorporated
by reference to Exhibit 10.2 to Belden CDT Inc.s
Quarterly Report on
Form 10-Q
for the quarter ended September 24, 2006, filed on
November 3, 2006).
|
|
10
|
.38
|
|
Form of Executive Employment
Agreement with each of Cathy O. Staples, D. Larrie Rose, Stephen
H. Johnson and Kevin L. Bloomfield (incorporated by reference to
Exhibit 10.1 to Belden Inc.s Current Report on
Form 8-K,
filed on July 26, 2007).
|
|
10
|
.39
|
|
Executive Employment Agreement
with John S. Norman, dated as of May 23, 2007 (incorporated
by reference to Exhibit 10.1 to Belden Inc.s
Quarterly Report on
Form 10-Q
for the quarter ended June 24, 2007, filed on
August 3, 2007).
|
|
10
|
.40
|
|
Executive Employment Agreement
with Richard D. Kirschner, dated as of May 24, 2007
(incorporated by reference to Exhibit 10.2 to Belden
Inc.s Quarterly Report on
Form 10-Q
for the quarter ended June 24, 2007, filed on
August 3, 2007).
|
|
10
|
.41
|
|
Executive Employment Agreement
with Denis Suggs, dated as of June 11, 2007 (incorporated
by reference to Exhibit 10.3 to Belden Inc.s
Quarterly Report on
Form 10-Q
for the quarter ended June 24, 2007, filed on
August 3, 2007).
|
|
10
|
.42
|
|
Form of Indemnification Agreement
with each of the Directors and Gray Benoist, Kevin Bloomfield,
Robert Canny, Stephen Johnson, Larrie Rose, Peter Sheehan, Cathy
Staples and John Stroup (incorporated by reference to
Exhibit 10.39 to Belden CDT Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2006, filed on
March 1, 2007).
|
|
10
|
.43
|
|
Credit Agreement, dated as of
January 24, 2006, among Belden CDT Inc., as Borrower,
Belden Wire & Cable Company, Belden CDT Networking,
Inc., Nordx/CDT Corp., Thermax/CDT, Inc., Belden Holdings, Inc.,
Belden Technologies, Inc., Belden Inc. and CDT International
Holdings Inc., as Guarantors, the Lenders party thereto, and
Wachovia Bank, National Association, as Administrative Agent
(incorporated by reference to Exhibit 10.1 to Belden CDT
Inc.s Current Report on
Form 8-K
filed on January 27, 2006).
|
II-8
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.44
|
|
Credit Agreement Consent, dated
September 22, 2006 (incorporated by reference to
Exhibit 10.4 to Belden CDT Inc.s Quarterly Report on
Form 10-Q
for the quarter ended September 24, 2006, filed on
November 3, 2006).
|
|
10
|
.45
|
|
First Amendment to Credit
Agreement and Waiver, dated as of February 16, 2007, among
Belden CDT Inc., as Borrower, Belden Wire & Cable
Company, Belden CDT Networking, Inc., Nordx/CDT Corp.,
Thermax/CDT, Inc., Belden Holdings, Inc., Belden Technologies,
Inc., Belden Inc. and CDT International Holdings Inc., as
Guarantors, and Wachovia Bank, National Association, as
Administrative Agent and on behalf of the Lenders party thereto
(incorporated by reference to Exhibit 10.2 to Belden CDT
Inc.s Current Report on
Form 8-K
filed on February 22, 2007).
|
|
10
|
.46
|
|
Commitment Letter, dated
February 2, 2007, of Wachovia Bank, National Association,
Wachovia Investment Holdings, LLC and Wachovia Capital Markets,
LLC (incorporated by reference to Exhibit 10.1 to Belden
CDT Inc.s Current Report on
Form 8-K
filed on February 8, 2007).
|
|
12
|
.1
|
|
Computation of Ratio of Earnings
to Fixed Charges.
|
|
21
|
.1
|
|
Subsidiaries of Belden CDT Inc.
(incorporated by reference to Exhibit 21.1 to Belden CDT
Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2006, filed on
March 1, 2007).
|
|
23
|
.1
|
|
Consent of Kirkland &
Ellis LLP (included in Exhibit 5.1).
|
|
23
|
.2
|
|
Consent of Ernst & Young
LLP.
|
|
24
|
.1
|
|
Power of Attorney (included on
signature pages hereto).
|
|
25
|
.1
|
|
Form T-1
(U.S. Bank National Association).
|
|
99
|
.1
|
|
Letter of Transmittal.
|
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Louis, Missouri, on
August 23, 2007.
BELDEN INC.
Name: John S. Stroup
|
|
|
|
Title:
|
President and Chief Executive Officer
|
POWER OF
ATTORNEY
Each person whose signature appears below constitutes and
appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of
them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to
this registration statement, and any registration statement
relating to the offering covered by this registration statement
and filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
S. Stroup
John
S. Stroup
|
|
President, Chief Executive Officer
and Director (Principal Executive Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Gray
G. Benoist
Gray
G. Benoist
|
|
Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ John
S. Norman
John
S. Norman
|
|
Controller and Chief Accounting
Officer (Principal Accounting Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Bryan
C. Cressey
Bryan
C. Cressey
|
|
Chairman of the Board and Director
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Lorne
D. Bain
Lorne
D. Bain
|
|
Director
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Lance
Balk
Lance
Balk
|
|
Director
|
|
August 23, 2007
|
II-10
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ David
Aldrich
David
Aldrich
|
|
Director
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Michael
F.O. Harris
Michael
F.O. Harris
|
|
Director
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Glenn
Kalnasy
Glenn
Kalnasy
|
|
Director
|
|
August 23, 2007
|
|
|
|
|
|
/s/ John
M. Monter
John
M. Monter
|
|
Director
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Bernard
G. Rethore
Bernard
G. Rethore
|
|
Director
|
|
August 23, 2007
|
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Louis, Missouri, on
August 23, 2007.
BELDEN 1993 INC.
Name: John S. Stroup
Title: President
POWER OF
ATTORNEY
Each person whose signature appears below constitutes and
appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of
them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to
this registration statement, and any registration statement
relating to the offering covered by this registration statement
and filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
S. Stroup
John
S. Stroup
|
|
President
(Principal Executive Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Stephen
H. Johnson
Stephen
H. Johnson
|
|
Director and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Kevin
L.
Bloomfield
Kevin
L. Bloomfield
|
|
Director and Secretary
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Michael
E. Buescher
Michael
E. Buescher
|
|
Director
|
|
August 23, 2007
|
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Louis, Missouri, on
August 23, 2007.
BELDEN HOLDINGS, INC.
Name: D. Larrie Rose
POWER OF
ATTORNEY
Each person whose signature appears below constitutes and
appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of
them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to
this registration statement, and any registration statement
relating to the offering covered by this registration statement
and filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ D.
Larrie Rose
D.
Larrie Rose
|
|
Director and President
(Principal Executive Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Stephen
H. Johnson
Stephen
H. Johnson
|
|
Director and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Kevin
L.
Bloomfield
Kevin
L. Bloomfield
|
|
Director and Secretary
|
|
August 23, 2007
|
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Louis, Missouri, on
August 23, 2007.
BELDEN TECHNOLOGIES, INC.
Name: John S. Stroup
POWER OF
ATTORNEY
Each person whose signature appears below constitutes and
appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of
them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to
this registration statement, and any registration statement
relating to the offering covered by this registration statement
and filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
S. Stroup
John
S. Stroup
|
|
President
(Principal Executive Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Stephen
H. Johnson
Stephen
H. Johnson
|
|
Director and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Kevin
L.
Bloomfield
Kevin
L. Bloomfield
|
|
Director and Secretary
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Michael
E. Buescher
Michael
E. Buescher
|
|
Director
|
|
August 23, 2007
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Louis, Missouri, on
August 23, 2007.
BELDEN WIRE & CABLE COMPANY
Name: John S. Stroup
Title: President
POWER OF
ATTORNEY
Each person whose signature appears below constitutes and
appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of
them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to
this registration statement, and any registration statement
relating to the offering covered by this registration statement
and filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
S. Stroup
John
S. Stroup
|
|
President
(Principal Executive Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Stephen
H. Johnson
Stephen
H. Johnson
|
|
Director and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Kevin
L.
Bloomfield
Kevin
L. Bloomfield
|
|
Director and Secretary
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Michael
E. Buescher
Michael
E. Buescher
|
|
Director
|
|
August 23, 2007
|
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Louis, Missouri, on
August 23, 2007.
CDT INTERNATIONAL HOLDINGS INC.
Name: John S. Stroup
Title: President
POWER OF
ATTORNEY
Each person whose signature appears below constitutes and
appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of
them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to
this registration statement, and any registration statement
relating to the offering covered by this registration statement
and filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
S. Stroup
John
S. Stroup
|
|
President
(Principal Executive Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Stephen
H. Johnson
Stephen
H. Johnson
|
|
Director and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Kevin
L.
Bloomfield
Kevin
L. Bloomfield
|
|
Director and Secretary
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Michael
E. Buescher
Michael
E. Buescher
|
|
Director
|
|
August 23, 2007
|
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Louis, Missouri, on
August 23, 2007.
NORDX/CDT CORP.
Name: John S. Stroup
POWER OF
ATTORNEY
Each person whose signature appears below constitutes and
appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of
them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to
this registration statement, and any registration statement
relating to the offering covered by this registration statement
and filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
S. Stroup
John
S. Stroup
|
|
President
(Principal Executive Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Stephen
H. Johnson
Stephen
H. Johnson
|
|
Director and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Kevin
L. Bloomfield
Kevin
L. Bloomfield
|
|
Director and Secretary
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Michael
E. Buescher
Michael
E. Buescher
|
|
Director
|
|
August 23, 2007
|
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Louis, Missouri, on
August 23, 2007.
THERMAX/CDT, INC.
Name: John S. Stroup
POWER OF
ATTORNEY
Each person whose signature appears below constitutes and
appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of
them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to
this registration statement, and any registration statement
relating to the offering covered by this registration statement
and filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
S. Stroup
John
S. Stroup
|
|
President
(Principal Executive Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Stephen
H. Johnson
Stephen
H. Johnson
|
|
Director and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Kevin
L.
Bloomfield
Kevin
L. Bloomfield
|
|
Director and Secretary
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Michael
E. Buescher
Michael
E. Buescher
|
|
Director
|
|
August 23, 2007
|
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. Louis, Missouri, on
August 23, 2007.
BELDEN CDT NETWORKING, INC.
Name: John S. Stroup
Title: President
POWER OF
ATTORNEY
Each person whose signature appears below constitutes and
appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of
them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to
this registration statement, and any registration statement
relating to the offering covered by this registration statement
and filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ John
S. Stroup
John
S. Stroup
|
|
President
(Principal Executive Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Stephen
H. Johnson
Stephen
H. Johnson
|
|
Director and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Kevin
L.
Bloomfield
Kevin
L. Bloomfield
|
|
Director and Secretary
|
|
August 23, 2007
|
|
|
|
|
|
/s/ Michael
E. Buescher
Michael
E. Buescher
|
|
Director
|
|
August 23, 2007
|
II-19