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Belden Inc. – ‘10-Q’ for 7/3/22 – ‘R9’

On:  Monday, 8/8/22, at 12:16pm ET   ·   For:  7/3/22   ·   Accession #:  913142-22-23   ·   File #:  1-12561

Previous ‘10-Q’:  ‘10-Q’ on 5/9/22 for 4/3/22   ·   Next:  ‘10-Q’ on 11/7/22 for 10/2/22   ·   Latest:  ‘10-Q’ on 5/2/24 for 3/31/24   ·   2 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/08/22  Belden Inc.                       10-Q        7/03/22   92:9.5M

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.99M 
 2: EX-10.1     Material Contract                                   HTML     75K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
12: R1          Cover Page                                          HTML     79K 
13: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    143K 
14: R3          Condensed Consolidated Statements of Operations     HTML    169K 
                and Comprehensive Income (Unaudited)                             
15: R4          Condensed Consolidated Cash Flow Statements         HTML    111K 
                (Unaudited)                                                      
16: R5          Condensed Consolidated Stockholders' Equity         HTML    146K 
                Statements (Unaudited)                                           
17: R6          Condensed Consolidated Stockholders' Equity         HTML     27K 
                Statements (Unaudited) (Parenthetical)                           
18: R7          Summary of Significant Accounting Policies          HTML     41K 
19: R8          Revenues                                            HTML    132K 
20: R9          Acquisitions                                        HTML     58K 
21: R10         Disposals                                           HTML     62K 
22: R11         Discontinued Operations                             HTML     62K 
23: R12         Reportable Segments                                 HTML    129K 
24: R13         Income (loss) per Share                             HTML     54K 
25: R14         Credit Losses                                       HTML     46K 
26: R15         Inventories                                         HTML     35K 
27: R16         Leases                                              HTML    141K 
28: R17         Long-Lived Assets                                   HTML     29K 
29: R18         Severance, Restructuring, and Acquisition           HTML     43K 
                Integration Activities                                           
30: R19         Long-Term Debt and Other Borrowing Arrangements     HTML     47K 
31: R20         Net Investment Hedge                                HTML     28K 
32: R21         Income Taxes                                        HTML     30K 
33: R22         Pension and Other Postretirement Obligations        HTML     61K 
34: R23         Comprehensive Income and Accumulated Other          HTML     63K 
                Comprehensive Income (Loss)                                      
35: R24         Share Repurchase                                    HTML     27K 
36: R25         Summary of Significant Accounting Policies          HTML     58K 
                (Policies)                                                       
37: R26         Revenues (Tables)                                   HTML    128K 
38: R27         Acquisitions (Tables)                               HTML     54K 
39: R28         Discontinued Operations (Tables)                    HTML     60K 
40: R29         Reportable Segments (Tables)                        HTML    127K 
41: R30         Income (loss) per Share (Tables)                    HTML     50K 
42: R31         Credit Losses (Tables)                              HTML     43K 
43: R32         Inventories (Tables)                                HTML     36K 
44: R33         Leases (Tables)                                     HTML     86K 
45: R34         Severance, Restructuring, and Acquisition           HTML     39K 
                Integration Activities (Tables)                                  
46: R35         Long-Term Debt and Other Borrowing Arrangements     HTML     41K 
                (Tables)                                                         
47: R36         Pension and Other Postretirement Obligations        HTML     58K 
                (Tables)                                                         
48: R37         Comprehensive Income and Accumulated Other          HTML     67K 
                Comprehensive Income (Loss) (Tables)                             
49: R38         Summary of Significant Accounting Policies -        HTML     51K 
                Additional Information (Details)                                 
50: R39         Revenues - Major Product Category (Details)         HTML     53K 
51: R40         Revenues - Location of Customer (Details)           HTML     52K 
52: R41         Revenues - Estimated and Accrued Variable           HTML     30K 
                Consideration (Details)                                          
53: R42         Revenues - Narrative (Details)                      HTML     37K 
54: R43         Revenues - Deferred Revenue (Details)               HTML     35K 
55: R44         Revenues - Sales Commissions (Details)              HTML     27K 
56: R45         Acquisitions - Additional Information (Details)     HTML     49K 
57: R46         Acquisitions - Schedule of Recognized Identified    HTML     67K 
                Assets Acquired and Liabilities Assumed (Details)                
58: R47         Acquisitions - Schedule of Acquired Intangible      HTML     51K 
                Assets (Details)                                                 
59: R48         Disposals (Details)                                 HTML     32K 
60: R49         Discontinued Operations - Narrative (Details)       HTML     42K 
61: R50         Discontinued Operations - Operating Results of the  HTML     48K 
                Disposal Group (Details)                                         
62: R51         Discontinued Operations - Assets and Liabilities    HTML     79K 
                of the Disposal Group (Details)                                  
63: R52         Reportable Segments - Additional Information        HTML     26K 
                (Details)                                                        
64: R53         Reportable Segments - Operating Segment             HTML     80K 
                Information (Details)                                            
65: R54         Reportable Segments - Reconciliation of Total       HTML     94K 
                Reportable Segments' Revenues and EBITDA to                      
                Consolidated Revenues and Consolidated Income                    
                Before Taxes (Details)                                           
66: R55         Income (loss) per Share - Basis for Income Per      HTML     64K 
                Share Computations (Details)                                     
67: R56         Income (loss) per Share - Additional Information    HTML     29K 
                (Details)                                                        
68: R57         Credit Losses (Details)                             HTML     39K 
69: R58         Inventories - Major Classes of Inventories          HTML     37K 
                (Details)                                                        
70: R59         Leases - Additional Information (Details)           HTML     35K 
71: R60         Leases - Components of Lease Expense (Details)      HTML     35K 
72: R61         Leases - Supplemental Cash Flow Information         HTML     27K 
                Related To Leases (Details)                                      
73: R62         Leases - Supplemental Balance Sheet Information     HTML     44K 
                Related To Leases (Details)                                      
74: R63         Leases - Supplemental Other Information Related To  HTML     36K 
                Leases (Details)                                                 
75: R64         Leases - Maturities of Lease Liabilities (Details)  HTML     37K 
76: R65         Long-Lived Assets - Additional Information          HTML     37K 
                (Details)                                                        
77: R66         Severance, Restructuring, and Acquisition           HTML     42K 
                Integration Activities - Additional Information                  
                (Details)                                                        
78: R67         Severance, Restructuring, and Acquisition           HTML     33K 
                Integration Activities - Costs of Various Programs               
                (Details)                                                        
79: R68         Long-Term Debt and Other Borrowing Arrangements -   HTML     53K 
                Carrying Values of Long-Term Debt and Other                      
                Borrowing Arrangements (Details)                                 
80: R69         Long-Term Debt and Other Borrowing Arrangements -   HTML     94K 
                Additional Information (Details)                                 
81: R70         Net Investment Hedge (Details)                      HTML     35K 
82: R71         Income Taxes - Additional Information (Details)     HTML     31K 
83: R72         Pension and Other Postretirement Obligations -      HTML     50K 
                Components of Net Periodic Benefit Costs (Details)               
84: R73         Comprehensive Income and Accumulated Other          HTML     56K 
                Comprehensive Income (Loss) - Total Comprehensive                
                Income (Loss) (Details)                                          
85: R74         Comprehensive Income and Accumulated Other          HTML     62K 
                Comprehensive Income (Loss) - Components of Other                
                Comprehensive Income (Loss), Net of Tax (Details)                
86: R75         Comprehensive Income and Accumulated Other          HTML     63K 
                Comprehensive Income (Loss) - Summary of Effects                 
                of Reclassifications from Accumulated Other                      
                Comprehensive Income (Loss) (Details)                            
87: R76         Share Repurchase (Details)                          HTML     42K 
90: XML         IDEA XML File -- Filing Summary                      XML    167K 
88: XML         XBRL Instance -- bdc-20220703_htm                    XML   2.64M 
89: EXCEL       IDEA Workbook of Financial Reports                  XLSX    162K 
 8: EX-101.CAL  XBRL Calculations -- bdc-20220703_cal                XML    267K 
 9: EX-101.DEF  XBRL Definitions -- bdc-20220703_def                 XML    570K 
10: EX-101.LAB  XBRL Labels -- bdc-20220703_lab                      XML   1.58M 
11: EX-101.PRE  XBRL Presentations -- bdc-20220703_pre               XML    974K 
 7: EX-101.SCH  XBRL Schema -- bdc-20220703                          XSD    172K 
91: JSON        XBRL Instance as JSON Data -- MetaLinks              433±   655K 
92: ZIP         XBRL Zipped Folder -- 0000913142-22-000023-xbrl      Zip    424K

‘R9’   —   Acquisitions

This is an IDEA Financial Report.  [ Alternative Formats ]

 
v3.22.2
Acquisitions
 6 Months Ended
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
During the six months ended July 3, 2022, we completed three acquisitions. On January 17, 2022, we acquired macmon secure GmbH (Macmon) for $42.4 million, net of cash acquired. Macmon, based in Berlin, Germany, is a leading provider of products and services that secure network infrastructure in a variety of mission critical industries. On March 3, 2022, we acquired NetModule AG (NetModule) for $23.5 million, net of cash acquired. NetModule, based in Bern, Switzerland, is a leading provider of reliable, fast and secure wireless network infrastructures through advanced capabilities in 5G and WiFi6 technologies in a variety of mission critical industries with a strong focus on mass transit and intelligent traffic systems within the transportation vertical. On April 15, 2022, we acquired Communication Associates, Inc. (CAI) for $18.7 million, net of cash acquired. CAI is headquartered in Anniston, Alabama and designs, manufactures, and sells a range of plug-in radio frequency filters used in outside plant hybrid fiber-coax nodes. The results of operations of each acquisition have been included in our results of operations from their respective acquisition dates. The three acquisitions were not material to our consolidated results of operations. Macmon and NetModule are included in the Industrial Automation Solutions segment, and CAI is included in the Enterprise Solutions segment. All three acquisitions were funded with cash on hand. The following table summarizes the estimated, preliminary fair values of the assets acquired and liabilities assumed for all three acquisitions in total as of their respective acquisition dates (in thousands):
Receivables$6,527 
Inventory8,278 
Other current assets369 
Property, plant and equipment1,375 
Intangible assets38,709 
Goodwill52,823 
Operating lease right-of-use assets6,167 
   Total assets acquired$114,248 
Accounts payable$2,497 
Accrued liabilities6,716 
Long-term debt2,440 
Deferred income taxes9,610 
Long-term operating lease liabilities2,926 
Other long-term liabilities5,936 
   Total liabilities assumed$30,125 
Net assets $84,123 
The above purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of receivables, intangible assets, goodwill, deferred income taxes, and other assets and liabilities are subject to change. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocable to goodwill.
The preliminary fair value of acquired receivables is $6.5 million, which is equivalent to its gross contractual amount. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the preliminary fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations.
For purposes of the above allocation, we based our preliminary estimate of the fair values for intangible assets on valuation studies performed by a third party valuation firm. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets (Level 3 valuation). Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to the expansion of industrial automation and broadband & 5G product offerings in end-to-end solutions. Our tax basis in the acquired goodwill is zero. The intangible assets related to the three acquisitions consisted of the following:
Fair ValueAmortization Period
(In thousands)(In years)
Intangible assets subject to amortization:
Developed technologies$30,726 4.2
Customer relationships4,677 15.0
Trademarks2,806 2.0
Sales backlog200 0.9
Non-compete agreements300 4.0
Total intangible assets subject to amortization$38,709 
Intangible assets not subject to amortization:
Goodwill$52,823 n/a
Total intangible assets not subject to amortization$52,823 
Total intangible assets$91,532 
Weighted average amortization period5.3
The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.

Opterna International Corp.
Our acquisition of Opterna International Corp. (Opterna) in 2019 included potential earn-out consideration. As of the acquisition date, we estimated the fair value of the earn-out to be $5.8 million. The earn-out period ended in 2021, and the financial targets tied to the earn-out were not achieved. We reduced the earn-out liability to zero and recognized a $5.8 million benefit in Selling, General and Administrative Expenses in the six months ended July 4, 2021. This benefit was excluded from Segment EBITDA of our Enterprise Solutions segment.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:8/8/224
For Period end:7/3/22
4/15/22
3/3/22
1/17/22
7/4/2110-Q
 List all Filings 

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/13/24  Belden Inc.                       10-K       12/31/23  148:16M
 2/24/23  Belden Inc.                       10-K       12/31/22  146:18M
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