Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
We design, manufacture, and market signal transmission solutions, including
cable, connectivity and active components for mission-critical applications in
markets ranging from industrial automation to data centers, broadcast studios,
and aerospace.
We consider revenue growth, operating margin, cash flows, return on invested
capital, and working capital management metrics to be our key operating
performance indicators.
Trends and Events
The following trends and events arising during 2009 have had varying effects on
our financial condition, results of operations and cash flows.
Global Restructuring Activities
In 2008, we announced our decision to further streamline our manufacturing,
sales and administrative functions worldwide in an effort to reduce costs and
mitigate the weakening demand experienced throughout the global economy. In the
first six months of 2009, we continued to implement our plan to streamline these
functions and recognized severance costs and asset impairment losses of
$26.0 million and $26.2 million, respectively, related to these restructuring
actions. We continuously review our business strategies and evaluate potential
restructuring actions. This could result in additional restructuring costs in
future periods.
Share-Based Compensation
We provide certain employees with share-based compensation in the form of stock
options, stock appreciation rights, restricted stock shares, restricted stock
units with service vesting conditions, and restricted stock units with
performance vesting conditions. At June 28, 2009, the total unrecognized
compensation cost related to all nonvested awards was $22.1 million. That cost
is expected to be recognized over a weighted-average period of 1.9 years.
Product Demand
Many of our customers are distributors that stock inventory for resale. Due to
the weakening demand experienced throughout the global economy, many of our
customers have lowered their inventory balances. Our revenues are negatively
impacted by these inventory reductions. Our customers may continue this trend if
overall demand remains weak.
Subsequent Events
In our fiscal third quarter of 2009, we completed the issuance of $200.0 million
in senior subordinated notes due 2019 with a coupon interest rate of 9.25% and
an effective interest rate of 9.75%. The notes are guaranteed on a senior
subordinated basis by certain of our domestic subsidiaries. The notes rank equal
in right of payment with our current senior subordinated notes due 2017 and with
any future senior subordinated debt, and they 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 June 15 and
December 15. We used the $193.7 million in net proceeds of this debt offering to
repay amounts drawn under our senior secured credit facility.
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We also amended and extended our senior secured credit facility in our fiscal
third quarter of 2009. The amendment alters the level of the total leverage
ratio covenant, increases the cost of borrowing under the facility, and inserts
an asset coverage ratio covenant when the total leverage ratio is in excess of
certain levels. The amendment extends the term of the facility from January 2011
to January 2013, and reduces the size of the facility from $350.0 million to
$250.0 million through January 2011 and in January 2011 from $250.0 million to
$230.0 million until its expiration in January 2013.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to
have a material effect on our financial condition, results of operations, or
cash flows.
Adoption of Recent Accounting Pronouncements
Discussion regarding our adoption of recent accounting pronouncements is
included in Note 1 to the Consolidated Financial Statements.
Critical Accounting Policies
During the six months ended June 28, 2009:
• We did not change any of our existing critical accounting policies from those
listed in our 2008 Annual Report on Form 10-K;
• No existing accounting policies became critical accounting policies because
of an increase in the materiality of associated transactions or changes in
the circumstances to which associated judgments and estimates relate; and
• There were no significant changes in the manner in which critical accounting
policies were applied or in which related judgments and estimates were
developed.