DELAWARE 76-0412617
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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ITEM 1: FINANCIAL STATEMENTS
JUNE 30, December 31,
1999 1998
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(Unaudited)
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 1,678 $ 3,291
Receivables 119,285 95,643
Inventories 111,936 89,633
Deferred income taxes 16,899 6,422
Net assets of discontinued operations 507 24,029
Other 3,392 3,211
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Total current assets 253,697 222,229
Property, plant and equipment, less
accumulated depreciation 338,435 183,745
Intangibles, less accumulated amortization 86,818 87,698
Other assets 4,766 629
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$ 683,716 $ 494,301
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 98,450 $ 64,452
Income taxes payable 1,783 3,177
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Total current liabilities 100,233 67,629
Long-term debt 294,615 162,850
Postretirement benefits other than pensions 14,073 14,747
Deferred income taxes 33,107 14,159
Other long-term liabilities 15,786 15,249
Stockholders' equity:
Preferred stock -- --
Common stock 262 262
Additional paid-in capital 48,137 48,482
Retained earnings 226,573 218,605
Treasury stock, at cost (37,911) (38,823)
Accumulated other comprehensive income (loss) (11,159) (8,859)
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Total stockholders' equity 225,902 219,667
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$ 683,716 $ 494,301
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See accompanying notes
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- ------------------------
1999 1998 1999 1998
-------- --------- --------- --------
(in thousands, except per share data)
Revenues $166,220 $ 180,797 $ 325,849 $354,412
Cost of sales 126,418 131,298 251,243 257,798
-------- --------- --------- --------
Gross profit 39,802 49,499 74,606 96,614
Selling, general and administrative expenses 22,560 22,343 44,942 42,752
Amortization of goodwill 496 462 990 885
-------- --------- --------- --------
Operating earnings 16,746 26,694 28,674 52,977
Interest expense 1,913 1,857 3,832 3,482
-------- --------- --------- --------
Income from continuing operations before tax 14,833 24,837 24,842 49,495
Income taxes 5,599 9,624 9,377 19,179
-------- --------- --------- --------
Income from continuing operations 9,234 15,213 15,465 30,316
Income (loss) from discontinued business net of
tax of $54 and $195 for the six month periods
ended June 30, 1999 and 1998, respectively and tax
benefit of $36 for the three month period ended
June 30, 1998 -- (58) 89 306
Estimated loss on disposal of discontinued business
net of tax benefit of $3,123 -- -- (5,150) 0
-------- --------- --------- --------
Net income $ 9,234 $ 15,155 $ 10,404 $ 30,622
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Basic earnings per share from continuing operations $ .38 $ .58 $ .64 $ 1.16
Basic earnings per share $ .38 $ .58 $ .43 $ 1.17
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Diluted earnings per share from continuing operations $ .38 $ .58 $ .63 $ 1.15
Diluted earnings per share $ .38 $ .58 $ .43 $ 1.16
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See accompanying notes.
Six Months Ended
June 30,
--------------------------
1999 1998
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(in thousands)
Cash flows from operating activities:
Income from continuing operations $ 15,465 $ 30,316
Adjustments to reconcile income from continuing operations
to net cash provided by operating activities:
Depreciation 10,204 8,133
Amortization 2,586 2,069
Deferred income taxes (2,266) 4,441
Changes in operating assets and liabilities(*):
Receivables (3,031) (1,946)
Inventories 7,176 1,489
Accounts payable and accrued liabilities 2,691 (14,126)
Income taxes payable (433) (754)
Other assets and liabilities, net (870) 3,342
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Net cash provided by operating activities 31,522 32,964
Cash flows from investing activities:
Capital expenditures (9,685) (15,815)
Cash paid for acquired businesses (180,956) (16,179)
Proceeds from sale of Cord Products Division 25,000 --
Proceeds from disposal of property 922 --
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Net cash used for investing activities (164,719) (31,994)
Cash flows from financing activities:
Net borrowings under long-term credit facility and
credit agreements 9,781 12,303
Proceeds from bridge loan to be refinanced 125,000 --
Purchase of treasury stock -- (11,337)
Exercise of stock options 567 1,398
Cash dividends paid (2,436) (2,616)
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Net cash provided by (used for) financing activities 132,912 (252)
Cash flows from discontinued operations:
Income (loss) from discontinued operations (5,061) 306
Adjustments to reconcile income(loss) from discontinued
operations to net cash provided by (used for)
discontinued operations:
Depreciation and amortization 695 1,376
Loss on disposal and other non cash charges 8,273 --
Changes in operating assets and liabilities of discontinued
operations (4,823) (2,159)
Capital expenditures (416) (602)
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Net cash used for discontinued operations (1,332) (1,079)
Effect of exchange rate changes on cash and cash equivalents 4 (16)
--------- --------
Decrease in cash and cash equivalents (1,613) (377)
Cash and cash equivalents, beginning of period 3,291 916
--------- --------
Cash and cash equivalents, end of period $ 1,678 $ 539
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See accompanying notes
(*)Net of the effects of exchange rate changes, acquired businesses, and
discontinued operations.
Accumulated
Common Stock Treasury Stock Other
------------------ Paid-In Retained ---------------------- Comprehensive
(in thousands) Shares Amount Capital Earnings Shares Amount Income (Loss) Total
-------- ---------- ----------- ----------- --------- ------------ ------------- -----------
Balance at December 31, 1997 26,180 $262 $49,370 $189,163 (38) ($1,241) ($8,600) $228,954
Net Income 30,622 30,622
Foreign currency translation
adjustments (1,876) (1,876)
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Comprehensive income 28,746
Issuance of common stock for:
Stock Options 24 (617) 60 2,015 1,398
Purchase of treasury stock (360) (11,337) (11,337)
Cash dividends ($.05 per share) (2,616) (2,616)
------- --------- ---------- ---------- -------- ----------- ------------- ----------
Balance at June 30, 1998 26,204 $262 $48,753 $217,169 (338) ($10,563) ($10,476) $245,145
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Balance at December 31, 1998 26,204 $262 $48,482 $218,605 (1,875) ($38,823) ($8,859) $219,667
Net Income 10,404 10,404
Foreign currency translation
adjustments (2,300) (2,300)
----------
Comprehensive income 8,104
Issuance of common stock for:
Stock Options (345) 29 912 567
Cash dividends ($.05 per share) (2,436) (2,436)
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Balance at June 30, 1999 26,204 $262 $48,137 $226,573 (1,846) ($37,911) ($11,159) $225,902
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See accompanying notes
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying Consolidated Financial Statements include Belden and all of its subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. The financial information presented as of any date other than December 31, 1998 has been prepared from the books and records without audit. The accompanying Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and the footnotes required by generally accepted accounting principles for complete statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such financial statements have been included. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
NOTE 2: SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for income taxes during the first six months of 1999 and 1998 amounted to $7,796,000 and $17,375,000 respectively. Included in these amounts were $6,200,000 and $6,000,000 paid to Cooper Industries, Inc. in the first six months of 1999 and 1998, respectively, in accordance with a Tax Sharing and Separation Agreement between Cooper and the Company, entered into in 1993 in connection with the Company's initial public offering.
Total interest paid, net of amounts capitalized, during the first six months of 1999 and 1998 amounted to $4,122,000 and $3,482,000, respectively.
NOTE 3: ACQUISITIONS
On June 28, 1999, the Company acquired all of the outstanding shares of Cable Systems Holding Company ("Holdings") and its subsidiary Cable Systems International Inc. (CSI). CSI manufacturers copper cable products primarily for telecommunications applications in the United States. The consideration paid in connection with the transaction totaled $183,456,000 including $2,500,000 yet to be paid into an escrow account. This amount includes payment of the outstanding amounts owed by Holding Company and CSI under a credit agreement and amounts owed to holders of preferred stock of Holding Company.
The acquisition was funded with a $125 million short-term bridge loan, as well as funds available under current credit arrangements. The bridge loan is for a term of three months at currently prevailing interest rates. The Company intends to refinance these borrowings under long-term arrangements.
The CSI acquisition was accounted for under the purchase method of accounting, and their results are included in the Company's consolidated results since June 28, 1999. The purchase price allocation, when final, may differ from that included in the Company's June 30, 1999 consolidated balance sheet. The Company's proforma information assuming the acquisition had been made at the beginning of each of the periods presented is as follows:
Six months ended
June 30,
-----------------------------------
(in thousands, except per share amounts) 1999 1998
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Revenues $456,154 $535,480
Cost of sales 372,834 413,138
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Gross margin 83,320 122,342
Selling, general and administrative 60,191 61,729
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Operating earnings 23,129 60,613
Interest expense 11,540 10,228
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Income before income taxes 11,589 50,385
Income taxes 4,513 19,535
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Net income 7,076 30,850
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Basic earnings per share $ .29 $ 1.18
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Diluted earnings per share $ .29 $ 1.17
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Proforma adjustments include primarily the impact of increased debt, adjusted values of assets, differing depreciation lives, redundant costs and certain reclassifications. In addition, certain portions of CSI's business were not acquired, including investments in affiliates, accounted for under the equity method, and two consolidated subsidiaries. Consolidated revenues attributable to the excluded consolidated entities were approximately $58.3 million for the year ended December 31, 1998 and $24.8 million and $31.5 million for the six month periods ended June 30, 1999 and 1998, respectively.
The balance sheet of the acquired business is included in the Company's June 30, 1999 balance sheet.
The unaudited pro forma results are provided for informational purposes only and should not be construed to be indicative of the Company's results of operations had the events described above been consummated on the date assumed and are they not intended to project the Company's results of operations for any future periods.
NOTE 4: INVENTORIES
JUNE 30, December 31,
1999 1998
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(in thousands)
Raw materials $ 25,446 $ 20,062
Work-in-process 19,510 12,714
Finished goods 73,560 63,353
Perishable tooling and supplies 5,429 4,226
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Total 123,945 100,355
Allowances (primarily LIFO reserve) (12,009) (10,722)
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Net inventories $111,936 $ 89,633
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The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1999 1998 1999 1998
------- ------- ------- -------
Numerator: (in thousands, except per share data)
Income from continuing operations $ 9,234 $15,213 $15,465 $30,316
Net Income $ 9,234 $15,155 $10,404 $30,622
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Denominator:
Denominator for basic earnings per share - weighted
average shares 24,356 26,101 24,349 26,128
Effect of dilutive employee stock options 121 186 85 204
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Denominator for dilutive earnings per share - adjusted
weighted average shares 24,477 26,287 24,434 26,332
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Basic earnings per share from continuing operations $ .38 $ .58 $ .64 $ 1.16
Basic earnings per share $ .38 $ .58 $ .43 $ 1.17
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Diluted earnings per share from continuing operations $ .38 $ .58 $ .63 $ 1.15
Diluted earnings per share $ .38 $ .58 $ .43 $ 1.16
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On May 6, 1999 the Company declared a quarterly cash dividend of $.05 per share payable on July 2, 1999.
NOTE 6: DISCONTINUED OPERATIONS
On May 7, 1999, the Company completed the sale of its Cord Products Division. The operating results of the Cord Products segment, including a first quarter provision for estimated losses on the sale of $5.2 million, have been segregated from continuing operations and reported separately in the consolidated income statement and the remaining net assets have been classified within the current assets section of the balance sheet as "Net assets of discontinued operations". Revenues for the three-month period ended June 30, 1998 and the period from April 1, 1999 until May 7, 1999 were $15,494,000 and $7,265,000 respectively.
Summarized financial information for the discontinued operations is as follows:
Six Months Ended
June 30,
---------------------------
1999 1998
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(in thousands)
Revenues $ 22,525 $32,312
Income before tax $ 143 $ 501
Income, net of income taxes $ 89 $ 306
Loss on disposal of discontinued operations, net of
income taxes $ (5,150) --
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Included in net assets of discontinued operations at June 30, 1999 is a receivable from the buyer and certain accrued liabilities.
NOTE 7: INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION
The Company's continuing operations during the second quarter were conducted within one business segment which designs, manufactures and markets wire and cable for the electronics and electrical markets.
The Electronics and Electrical segment includes products used for the transmission of data, audio, video and electrical signals. These products are sold primarily through distributors.
Effective with the beginning of the third quarter of 1999, the Company will begin operating two segments, the Electronic segment and the Communications segment consisting principally of the newly acquired CSI business.
All segment information presented below for the second quarter of 1999 and the six-month period ended June 30, 1999 pertains to the Electronic segment only as no revenues were generated during this period under the Communications segment.
Geographic information
Three Months Ended June 30, Six Months Ended June 30,
------------------------------------------------ ------------------------------------------------
1999 1998 1999 1998
--------------------- ---------------------- ---------------------- ----------------------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF
COUNTRY & REGION REVENUES REVENUES REVENUES REVENUES REVENUES REVENUES REVENUES REVENUES
---------------- -------- ---------- -------- ---------- -------- ---------- -------- ----------
(in thousands)
US & Canada $113,462 68% $133,519 74% $220,977 68% $260,642 74%
Europe 32,660 20% 28,569 16% 67,174 21% 60,030 17%
Asia/Pacific 13,230 8% 11,922 6% 24,921 7% 20,133 5%
Latin America 4,869 3% 5,352 3% 9,363 3% 10,662 3%
Other 1,999 1% 1,435 1% 3,414 1% 2,945 1%
-------- --- -------- --- -------- --- -------- ---
Total $166,220 100% $180,797 100% $325,849 100% $354,412 100%
-------- --- -------- --- -------- --- -------- ---
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NOTE 8: SUBSEQUENT EVENTS
Subsequent to June 30, 1999, the Company obtained commitments with several lenders for long-term borrowings of $125 million. The proceeds of these borrowings will be used to retire the bridge loan obtained pursuant to the acquisition of Holding Company. The term of the loans is expected to be between five to ten years, at prevailing rates.
RESULTS OF CONTINUING OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1998
All amounts below have been presented excluding the discontinued operations described in footnote 6 to the financial statements.
Revenues
Revenues from continuing operations for the six months ended June 30, 1999 were $325.8 million compared with $354.4 million in the same period last year, a decrease of 8%. Price declines due to the pass-through of cheaper copper reduced revenues in the six months ended June 30, 1999 compared with 1998 by approximately $6.0 million. Included in the first six months of 1999 compared to 1998 is approximately $25.1 million of revenues related to the acquisitions of Olex Communication Cable (Olex), completed February 28, 1998, and ABB Electro-Isolierwerke GmbH (EIW), completed November 30, 1998. The following table shows the components of the 8% decrease in the Company's revenues for the first six months of 1999 in each of the Company's four served markets.
% Increase (Decrease)
% of Total in 1999 Revenues
Revenues Compared with 1998
---------- ---------------------
Computer 42% (19)%
Audio/video 21 (7)
Industrial 27 21
Electrical 10 (18)
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Computer market revenues declined 19% in the first six months of 1999 from the same period in 1998. Within the computer market, networking and telecommunications revenues were down 22%. This reduction is due to several factors. First, certain major distributors reduced inventory levels, dampening the Company's sales. Second, pricing levels for most networking products in the first half of 1999 were lower than prior year primarily due to increased competition. This deterioration in pricing began in mid-1998. Third, copper costs are down approximately 16% in the first half of 1999 from the first half of 1998 and contribute further to the negative pricing environment for the Company's products. Sales of the Company's computer interconnect products, which includes cable to link personal computers to discrete peripheral devices and mainframes to terminals, were down 11% compared to the first half of 1998. Without the addition of EIW in the fourth quarter of 1998, computer interconnect market revenues would be down 19%. This decline is due to: (1) declining prices, principally due to the pass-through of cheaper copper costs; (2) inventory reductions at distributors; (3) lost share as assembly and wire harness manufacturers (who purchase interconnect products) move off shore; and (4) displacement of certain network products as companies convert from mainframe to distributive process systems.
The revenue decline in the audio/video market was due to soft demand for cable television (CATV) in Europe as well as TV monitor deflection coils. This soft demand not only affected volume growth, but also negatively impacted selling prices. The Company's demand for CATV drop cable in the United States has improved in the first half of 1999, up 1%, from the first half of 1998 and pricing appears to
Industrial market revenues were up 21% in the first six months of 1999 over 1998. Without the addition of revenues from EIW, revenues would be down 4% in the first half of 1999 compared to the first half of 1998. Lower copper costs have continued to keep pricing pressure on this market. Increasing volumes and improved product mix have led to higher industrial revenues in Canada, reflecting a shift from lower margin electrical products to higher margin industrial instrumentation cable. Canadian industrial revenues are up 13% in the first half of 1999 compared to 1998. The industrial market remains under pressure from lower commodity prices and weak capital spending, especially in the export markets.
Electrical market revenues declined 18% in the first six months of 1999 compared with 1998. The decline is primarily due to lower prices and economic slowdowns in certain of our served markets, primarily Europe, and a product mix shift from Canadian electrical products into more profitable industrial instrumentation cable.
U.S. revenues, which represented approximately 61% of total revenues in the first six months of 1999, decreased 17% from 1998 due primarily to lower pricing and reduction of distributor inventories from the above normal levels in the prior year. European revenues increased 12% in the first six months of 1999 compared with 1998 due to the addition of EIW. Without the addition of EIW, sales in Europe would be down 25%. This decrease is due to weakening demand for TV monitor deflection coils, the impact of lower copper prices, and overall weakness across all markets in the European region. Canadian revenues increased 1% in the first six months of 1999 compared with 1998. European and Canadian revenues represented 21% and 7% of total revenues, respectively, for the first six months of 1999. Sales to the Asia/Pacific region, which represented 7% of revenues for the first six months of 1999 total revenues, increased 24% in the first six months of 1999 compared with 1998, due to the additional revenues contributed from the February 28, 1998, acquisition of Olex. Sales into export markets, primarily Latin America, were down 6% due to economic weakness in those regions.
The following table sets forth information regarding the components of earnings for the first six months of 1999 compared with the same period in 1998.
Six Months Ended
June 30, % Increase(Decrease)
-------------------------- 1999 Compared
1999 1998 With 1998
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(in thousands, except % data)
Gross profit $74,606 $96,614
As a % of revenue 22.9% 27.3% (22.8)%
Operating earnings $28,674 $52,977
As a % of revenue 8.8% 14.9% (45.9)%
Income from continuing operations before
income taxes $24,842 $49,495
As a % of revenue 7.6% 14.0% (49.8)%
Income from continuing operations $15,465 $30,316
As a % of revenue 4.7% 8.6% (49.0)%
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The decrease in the gross profit amount was due to lower revenues and the impact of lower average prices in excess of the pass-through of lower copper costs. In addition, the Company incurred additional overhead costs in the first six months of 1999 versus 1998 as we transferred production from two higher cost facilities into a new lower-cost facility in Lancaster County, SC. The decrease in gross profit as a percent of revenues in 1999 was primarily attributable to the duplication of overhead and the inclusion of the currently less profitable businesses acquired in 1998, Olex in February 1998 and EIW in November 1998. These decreases are partially offset by cost-saving programs put into effect in the fourth quarter of 1998 including certain headcount reductions, material cost reduction programs and the consolidation of manufacturing into the new lower-cost facility. The impact of these items, which was beginning to be realized during the first six months of 1999 are expected to favorably impact gross profit as the savings are fully realized throughout the remainder of this year.
Operating earnings and operating earnings as a percent of revenue decreased during the first six months of 1999 compared to the first six months of 1998 due to lower gross profit. In addition, the acquisitions of Olex and EIW in 1998, as well as additional depreciation related to computer system conversions completed earlier in 1998, led to an increase in selling, general and administrative costs.
The Company's effective tax rate was 37.8% and 38.8%, for the six months ended June 30, 1999 and 1998 respectively.
All amounts below have been presented excluding the discontinued operations described in footnote 6 to the financial statements.
Revenues
Revenues from continuing operations for the three months ended June 30, 1999 were $166.2 million compared with $180.8 million in the same period last year. Price declines due to the pass-through of cheaper copper, reduced revenues in the three months ended June 30, 1999 compared with 1998 by approximately $2.7 million. Included in the second quarter of 1999 is approximately $10.6 million of additional revenues compared to the second quarter of 1998 related to the acquisition of ABB Elektro-Isolierwerke GmbH (EIW), completed November 30, 1998. The following table shows the components of the change in the Company's revenues for the three months ended June 30, 1999 compared with 1998 in each of the Company's four served markets.
% Increase (Decrease)
% of Total In 1999 Revenues
Revenues Compared with 1998
---------- ---------------------
Computer 42% (20)%
Audio/video 21 (2)
Industrial 27 20
Electrical 10 (17)
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Computer market revenues declined 20% in the second quarter of 1999 from the second quarter of 1998. Within the computer market, networking and telecommunication revenues were down 25%. This reduction is due to several factors. First, certain major distributors reduced inventory levels, dampening the Company's sales, however these reductions, the Company believes, have concluded during the second quarter. Second, pricing levels for most networking products, in the second quarter of 1999 were lower than the prior year primarily due to increased competition. This deterioration in pricing, which began in mid-1998, however, appears to have stabilized during the second quarter of 1999. Third, copper costs are down approximately 14% in the second quarter of 1999 from the second quarter of 1998 and contribute further to the negative pricing environment for the Company's products. Sales of the Company's computer interconnect products, which includes cables to link personal computers to discrete peripheral devices and mainframes to terminals, were down 9% compared to the second quarter of 1998. Without the addition of EIW, computer market revenues would be down 26%.
The revenue decline in the audio/video market was primarily due to the impact of lower copper prices on the TV monitor deflection coil business in Europe, largely offset by increases in broadcast revenues in the United States and Canada. The Company's demand for CATV drop cable in the second quarter of 1999, up slightly from the second quarter of 1998, appears to have stabilized, along with pricing for these products. Broadcast revenues were up 4% in the second quarter of 1999 from the second quarter of 1998 due primarily to strong stadium and project business.
Electrical market revenues declined 17% in the second quarter of 1999 compared with 1998. The decline is primarily due to lower prices and economic slowdowns in certain of our served markets, primarily Europe, and a product mix shift from Canadian electrical products into more profitable industrial instrumentation cable.
U.S. revenues, which represented approximately 62% of total revenues in the second quarter of 1999, decreased 16% from 1998 due primarily to lower pricing and reduction of distributor inventories from the above normal levels in the prior year. European revenues increased 14% in the second quarter of 1999 compared with 1998 due to the addition of EIW. Without the addition of EIW, sales in Europe would be down 23%. This decrease is due to weakening demand for TV monitor deflection coils, the impact of lower copper prices, the unfavorable impact of changes in exchange rates and overall weakness across all markets in the European region. Canadian revenues decreased 3% in the second quarter of 1999 compared with 1998 due primarily to the impact of lower average copper prices and the unfavorable impact on revenues of changes in exchange rates. European and Canadian revenues represented 20% and 6% of total revenues, respectively, for the second quarter of 1999. Sales to the Asia/Pacific region, which represented 8% of total revenues for the second quarter of 1999, increased 11% in the second quarter of 1999 compared with 1998. Sales into export markets, primarily Latin America, were up 2%.
The following table sets forth information regarding the components of earnings from continuing operations for the three months ended June 30, 1999 compared with the same period in 1998.
Three Months Ended
June 30, % Increase(Decrease)
--------------------------- 1999 Compared
1999 1998 With 1998
-------- -------- --------------------
(in thousands, except % data)
Gross profit $39,802 $49,499 (19.6)%
As a % of revenue 23.9% 27.4%
Operating earnings $16,746 $26,694 (37.3)%
As a % of revenue 10.1% 14.8%
Income before income taxes $14,833 $24,837 (40.3)%
As a % of revenue 8.9% 13.7%
Income from continuing operations $9,234 $15,213 (39.3)%
As a % of revenue 5.6% 8.4%
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The decrease in the gross profit amount was due to lower revenues and the impact of lower average prices in excess of the pass-through of lower copper costs. In addition, the Company incurred additional overhead costs in the second quarter of 1999 versus 1998 as it transferred production from two higher-cost facilities into a new lower-cost facility in Lancaster County, SC. The decrease in gross profit as a percent of revenues in 1999 was primarily attributable to the duplication of overhead and the inclusion of the currently less profitable business acquired in 1998, EIW, in November 1998. These decreases are partially offset by cost saving programs put into effect in the fourth quarter of 1998, including certain headcount reductions, material cost reduction programs and the consolidation of manufacturing into the new lower-cost facility. The impact of these items, which was beginning to be realized during the first six months of 1999, and are expected to favorably impact gross profit as the savings are fully realized throughout the remainder of this year.
Operating earnings and operating earnings as a percent of revenue decreased during the second quarter of 1999 compared to the second quarter of 1998 due to lower gross profit. In addition, the acquisition of EIW in November 1998 led to an increase in selling, general and administrative costs which were mostly offset by the impact of certain of the cost reduction programs enacted during the fourth quarter of 1998.
Income before income taxes decreased due to lower operating earnings and the slight increase in interest costs, which was related to higher average debt levels partially offset by lower effective interest rates. Average debt levels are higher primarily due to the 1998 stock buyback program under which 1.9 million shares were repurchased, as well as the acquisition of EIW in the fourth quarter of 1998. Average debt during the second quarters of 1999 and 1998 was $149 million and $142 million, respectively. The Company's average daily interest rate for the second quarter of 1999 was 5.3% compared to 6.0% for the same period in 1998.
The Company's effective tax rate was 37.8% and 38.8%, for the three months ended June 30, 1999 and 1998 respectively.
The Company has a $200 million Credit Agreement with a group of six banks. The Credit Agreement is unsecured and expires in November 2001. At June 30, 1999, the Company had $113 million available under the Credit Agreement. In addition, as of June 30, 1999, the Company had unsecured, uncommitted arrangements with four banks under which it may borrow up to $82 million at prevailing interest rates. At June 30, 1999, the Company had $40 million available under these arrangements. The Company also had privately placed debt of $75 million outstanding at June 30, 1999 that will mature in 2009.
Related to the acquisition of CSI, on June 28, 1999, the Company borrowed $125 million under a short-term bridge loan. These funds, as well as available credit arrangements, were used to finance the purchase price and pay off CSI's existing borrowings. The Company intends to refinance these borrowings under long term arrangements. Subsequent to June 30, 1999, the Company obtained commitments with several lenders for long term borrowings with terms from 5 to 10 years. As such, all debt has been classified as long term as of June 30, 1999.
The Company expects that cash provided by operations and borrowings available under its credit agreements will provide it with sufficient liquidity to meet its operating needs and fund its normal dividends and anticipated capital expenditures.
Working Capital
During the first six months of 1999, operating working capital (defined as receivables and inventories less payables and accrued liabilities, excluding the effect of exchange rate changes and business combinations and dispositions) generated cash of $7 million. The change in operating working capital was primarily due to lower inventory levels and higher payables and accrued liabilities.
Capital Expenditures
For the first six months of 1999, the Company made capital expenditures of $9.7 million, primarily for modernization and enhancement of machinery and equipment. The Company plans on spending approximately $27 million during 1999 on these and similar projects.
Restructuring Activities
In the third and fourth quarters of 1998, the Company recorded a nonrecurring charge totaling $2.9 million ($1.8 million after tax) for salary continuation, extended medical coverage and other miscellaneous employee benefits related to a reduction of 35 salaried employees in the Electronic segment. All employees were terminated prior to December 31, 1998. At June 30, 1999, $.9 million remained to be paid related to this charge.
YEAR 2000 READINESS
The Company recognizes the need to ensure its operations will not be adversely impacted by Year 2000 software failures. Software failures due to processing errors potentially arising from calculations using the Year 2000 date are a known risk.
Primary Business Operating Systems
The Company completed the implementation of an integrated business information system at several operating units representing approximately 97% of 1998 revenues. The primary purpose was to replace numerous old mainframe legacy systems with an integrated enterprise-wide business system in an effort to streamline business processes, reduce programming and maintenance efforts, and improve
Manufacturing and Other Systems
The Company is now in the process of inventorying, assessing, renovating and testing as it relates to manufacturing systems, and other supplemental information systems and applications necessary to achieve a Year 2000 date conversion with no effect on customers or disruption to business operations. The Company has completed substantially all of the inventory and assessment phases of its plan, and is in the process of completing the renovation and testing phase. Critical manufacturing systems include plant accounting and reporting, planning, and process controls. Plant accounting and reporting as well as planning were addressed as part of the integrated enterprise-wide business system and are therefore largely compliant. Process control units have been replaced over the last three years with Year 2000 compliant units in the normal course of equipment upgrades. Noncompliant units represent less than 10% of the units in production and are being replaced throughout 1999 as part of the normal equipment upgrades or have been determined not to pose a risk to the manufacturing process.
Recent Acquisition
Related to the recent acquisition of Holding Company, all significant business system remediation efforts have been completed. Testing efforts and remediation of ancilary systems continues, however, is expected to be completed by the fourth quarter of 1999. The Company expects to incur less than $500 for the remainder of 1999 on this effort.
Third Party Readiness
The Company has initiated formal discussions with its key suppliers, customers and financial institutions to determine the extent to which the Company is vulnerable to third parties' failure to correct their own Year 2000 issues. For virtually all products and services the Company has multiple suppliers. The Company also has a diverse customer base with only one customer representing more than 10% of revenue. While the Company continues to discuss readiness issues with customers and suppliers, it has determined through its contingency planning process that significant contingency plans may not be essential due to the following: the Company has adequate distribution partners now to service the market for our products in the event that certain distributors are not ready, and all significant single source suppliers have indicated they are currently prepared. The Company will continue to monitor the status of its readiness to develop alternative contingency plans if necessary. The Company will also consider strategic increases in its inventory levels during the upcoming months.
Due in part to the reliance placed on customers, suppliers and financial institutions, and their own susceptibility to Year 2000 issues, there can be no assurances that the Company will not be exposed to significant unfavorable operating results related to Year 2000 issues.
Conclusion
The total cost of compliance and its effect on the Company's future results of operations are not expected to be significant due to the recent implementation of the integrated business information system. The expected completion date of projects currently in process is the end of the third quarter of
The statements set forth in this Form 10-Q, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from such forward-looking information for the reasons set forth below. The economic downturn being experienced in the Asia/Pacific and European regions and its negative impact on revenues and earnings; heightened competition from domestic and foreign competitors, including new entrants; the success in identifying, acquiring and integrating acquisitions, including but not limited to cost saving and profit improvement initiatives at CSI; results from transfers of production to new facilities; developments in technology; the threat of displacement from competing technologies including wireless and fiber optic technologies; acceptance of Belden's products; changes in raw material costs and availability; foreign currency rates; pricing of Belden's products; changes in the global economy; the success of cost-saving initiatives and programs and other specific factors discussed in the Company's Form 10-K and other Securities and Exchange filings will have an impact on Belden's actual results. The information contained herein represents management's best judgement as of the date hereof based on information currently available; however, the Company does not intend to update this information to reflect developments of information obtained after the date hereof and disclaims any legal obligation to the contrary.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 6, 1998, the Company held its regular Annual Meeting of Stockholders ("Meeting"). The stockholders considered two proposals; each of which was approved by the necessary majority.
Election for a three-year term, one class III director, C. Baker Cunningham. Mr. Cunningham has served as a director since 1993. Mr. Cunningham received 20,754,034 shares for his reelection and 329,641 shares were withheld.
Approval of a modification to the number of stock options a participant may receive under the Belden Inc. Long Term Incentive Plan to an annual limit of 200,000. The voting on this proposal was as follows: for 18,210,144; against 2,782,983; and abstentions of 90,548.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 2.1 Agreement and Plan of merger dated May
21, 1999 (incorporated by reference to Exhibit 2 to
Form 8-K filed on July 12, 1999).
Exhibit 10.1 Indemnification Agreement between the Company
and Paul Schlessman, Vice President, Treasurer and
Chief Financial Officer.
Exhibit 27.1 Financial Data Schedule
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(b) Form 8-K filed on July 12, 1999
Date: August 13, 1999 By: /s/ C. Baker Cunningham
------------------------------------
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer
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Date: August 13, 1999 By: /s/ Paul M. Schlessman
------------------------------------
Paul M. Schlessman
Vice President, Finance, Treasurer
and Chief Financial Officer
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AGREEMENT between Belden Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as directors, officers and representatives the most capable persons available; and
WHEREAS, Indemnitee is a director, officer or representative of the Company; and
WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors, officers and representatives of public companies in today's environment; and
WHEREAS, in recognition of the Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the full extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies;
NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:
(a) Change in Control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities without the prior approval of the Board of Directors, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation
(b) Claim shall mean any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.
(c) Expenses shall mean include all costs, expenses (including attorneys' fees) and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal) or preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable Event (including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing).
(d) Judgments shall mean judgments, fines, penalties and amounts paid in settlement that are paid or payable in connection with any Claim relating to any Indemnifiable Event (including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing).
(e) Indemnifiable Event shall mean any event or occurrence related to the fact that Indemnitee is or was a director, director nominee, officer or representative of the Company, or is or was serving at the request of the Company as a director, trustee, officer, employee, agent or representative of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity.
(f) Reviewing Party shall mean any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification.
(g) Voting Securities shall mean any securities of the Company that vote generally in the election of directors.
2. Scope of Indemnification.
(a) Indemnification for Judgments and Expenses. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to
(b) Indemnification and Advance Payment of Expenses. Any and all Expenses and any and all expenses referred to in Section 2(c) shall be paid by the Company promptly as they are incurred by Indemnitee (any such payment of expenses by the Company is hereinafter referred to as an "Expense Advance"). Indemnitee shall be obligated, and hereby agrees, to repay the amount of Expenses so paid only to the extent that it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or violate the law or undertaken with reckless disregard for the best interests of the Company. Indemnitee hereby further agrees to cooperate reasonably with the Company concerning any Claim.
(c) Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all expenses (including attorneys' fees) that are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for (i) indemnification of Expenses or Judgments or advance payment of Expenses by the Company under this Agreement or under any other agreement, the Company's articles, statute or rule of law now or hereafter in effect relating to Claims for Indemnifiable Events and (ii) recovery under any directors' and officers' liability insurance policy or policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(d) Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Judgments and Expenses arising from or relating to a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.
(e) Indemnification of Successful Defense Expenses. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.
(a) General Rules. Notwithstanding the provisions of Section 2, the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 4 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed) and any such determination by the Reviewing Party shall be modified, to the extent necessary, to conform to such final judicial determination.
(b) Selection of Reviewing Party. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors. If there has been such a Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 4 hereof.
(c) Judicial Review. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantially would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.
(d) Burden of Proof. In connection with any determination by the Reviewing Party pursuant to Section 3(a), or by a court of competent jurisdiction pursuant to Section 3(c) or otherwise, as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish by clear and convincing evidence that Indemnitee is not so entitled.
4. Change in Control. The Company agrees that if there is a Change in Control of the Company then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments under this Agreement or under any other agreement, the Company's Certificate of Incorporation, statute or rule of law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the
5. No Presumption. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.
6. Nonexclusivity. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may now or hereafter have to indemnification by the Company. More specifically, the Parties intend that Indemnitee shall be entitled to indemnification to the maximum extent permitted by any or all of the following:
(a) The fullest benefits provided by the Company's Certificate of Incorporation and By-Laws or their equivalent of the Company in effect at the time the Indemnifiable Event occurs or at the time Expenses are incurred by Indemnitee;
(b) The fullest benefits allowable under Delaware law in effect at the date hereof or as the same may be amended to the extent that such benefits are increased thereby;
(c) The fullest benefits allowable under the law of the jurisdiction under which the Company exists at the time the Indemnifiable Event occurs or at the time Expenses are incurred by the Indemnitee; and
(d) Such other benefits as are or may be otherwise available to Indemnitee pursuant to this Agreement, any other agreement or otherwise.
The parties intend that combination of two or more of the benefits referred to in (a) through (d) shall be available to Indemnitee to the extent that the document or law providing for such benefits does not require that the benefits provided therein be exclusive of other benefits. The Company hereby undertakes to use its best efforts to assist Indemnitee, in all proper and legal ways, to obtain all such benefits to which Indemnitee is entitled.
7. Liability Insurance. The rights of the Indemnitee hereunder shall also be in addition to any other rights Indemnitee may now or hereafter have under policies of insurance maintained by the Company or otherwise. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by
The Company shall maintain such insurance coverage for so long as Indemnitee's services are covered hereunder, provided and to the extent that such insurance is available on a basis acceptable to the Company. In the event that such insurance becomes unavailable in the amount of the present policy limits or in the present scope of coverage at premium costs and on other terms acceptable to the Company, then the Company may forego maintenance of all or a portion of such insurance coverage. However, in the event of any reduction in (or cancellation of) such insurance coverage (whether voluntary or involuntary), the Company shall, and hereby agrees to, stand as a self-insurer with respect to the coverage, or portion thereof, not retained, and shall indemnify the Indemnitee against any loss arising out of the reduction in or cancellation of such insurance coverage.
8. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company or its affiliate shall be extinguished and deemed released unless asserted by the timely filing of legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
9. Amendments. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions thereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
10. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.
11. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, article or otherwise) of the amounts otherwise indemnifiable hereunder.
12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee
13. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.
14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.
Executed and effective as of this 23 day of July, 1999.
By /s/ Kevin L. Bloomfield
-----------------------------------------
Name: Kevin L. Bloomfield
Title: Vice President, Secretary
and General Counsel
Date: August 6, 1999
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By: /s/ Paul Schlessman
-----------------------------------------
Name: Paul Schlessman
Title: Vice President, Finance, Treasurer,
and Chief Financial Officer
Date: August 6, 1999
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ARTICLE 5
MULTIPLIER: 1,000
CURRENCY: USD