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Belden Announces Results for Third Quarter 2019, Intent to Divest Grass Valley and Cost Reduction Program

October 30, 2019 7:30 AM

ST. LOUIS--(BUSINESS WIRE)-- Belden Inc. (NYSE: BDC), a leading global supplier of specialty networking solutions, today reported fiscal third quarter 2019 results for the period ended September 29, 2019. The Company also announced two significant outcomes of its comprehensive strategic portfolio review. These include the intent to divest the Live Media business (“Grass Valley”) and a new broad-based cost reduction program that is expected to result in $40 million of annualized savings.

Third Quarter 2019

Revenues for the quarter totaled $620.3 million, decreasing $35.5 million, or 5.4%, compared to $655.8 million in the third quarter 2018. Net loss was $(297.0) million, compared to $85.9 million in the prior-year period. Net loss included a $337.0 million after-tax non-cash impairment charge related to Grass Valley. EPS totaled $(6.70) compared to $1.80 in the third quarter 2018.

Excluding Grass Valley, adjusted revenues totaled $533.1 million, decreasing $20.9 million, or 3.8%, compared to $554.0 million in the third quarter 2018. Excluding Grass Valley, adjusted EPS was $1.18 compared to $1.29 in the third quarter 2018. Adjusted results are non-GAAP measures, and a non-GAAP reconciliation table is provided as an appendix to this release.

John Stroup, President, CEO, and Chairman of Belden Inc., said, “Revenues were near the midpoint of our expected range excluding Grass Valley. Consistent with our expectations, demand trends remained softer in some of our key Industrial markets in the third quarter, but we are encouraged by the improving trends in our Broadband business.”

Intent to Divest Grass Valley

Subsequent to the end of the third quarter, the Company made the decision to pursue the divestiture of Grass Valley. Based on the approval of Belden’s Board of Directors to divest this business and the probability that such divestiture will be consummated, Grass Valley’s financial results will be presented as discontinued operations in our fourth quarter and full year 2019 financial statements and prior periods will be recast for consistency.

Mr. Stroup remarked, “We completed a rigorous strategic review of our portfolio of businesses, and today’s announcement marks an important outcome. We concluded that it is in the best interests of our shareholders, customers, and employees to separate Grass Valley from Belden. This will enable Grass Valley to more effectively execute its strategic plan and pursue growth opportunities. Further, this separation will simplify Belden’s portfolio and improve organic growth and revenue visibility.”

“The remaining Belden portfolio will consist of strong businesses in attractive Industrial and Enterprise markets, each aligned with powerful secular trends. These include industrial automation, cybersecurity, broadband & 5G, and smart buildings. This portfolio, while smaller, offers improved predictability and multiple platforms for accelerating organic growth and margin expansion. In addition, we continue to see numerous opportunities for disciplined capital deployment as we invest in compelling inorganic opportunities in these robust markets,” said Mr. Stroup.

Cost Reduction Program

The divestiture of Grass Valley provides an opportunity for a broad-based organizational recalibration. As a result, the Company announced a cost reduction program that is designed to improve performance and enhance margins, delivering a $40 million annualized reduction in selling, general, and administrative expenses. The Company intends to deliver improvements by streamlining the organizational structure and investing in technology to drive productivity. These actions will begin immediately, with some benefit in 2020, and the full benefit in 2021.

“Belden has a long track record of substantial growth, margin expansion, and shareholder value creation, but we are not satisfied with our recent performance. We are reaffirming our commitment to our stated financial goals, including a total revenue CAGR of 5-7% and EBITDA margins of 20-22%. The Company will be well-positioned to achieve these goals after executing these actions. Importantly, the expected cost savings will more than offset the free cash flow dilution associated with the divestiture of Grass Valley,” said Mr. Stroup.

Outlook

“Near-term demand trends remain challenging, but our simplified portfolio of businesses is aligned with long-term secular trends and positioned for profitable growth. We are updating our expectations of revenue and EPS from continuing operations since Grass Valley will be presented as discontinued operations in our fourth quarter and full year 2019 financial statements,” said Mr. Stroup.

The Company expects fourth quarter 2019 revenues to be $510 - $530 million. For the full year ending December 31, 2019, the Company now expects revenues to be $2.092 - $2.112 billion.

The Company expects fourth quarter 2019 GAAP EPS to be $0.00 - $0.15. For the full year ending December 31, 2019, the Company now expects GAAP EPS of $2.04 - $2.19. This full year 2019 guidance relates to income from continuing operations and excludes Grass Valley, the $337.0 million after-tax non-cash impairment charge related to Grass Valley and an estimated loss of $75 million upon a sale of Grass Valley, primarily related to its accumulated foreign currency translation losses, as these items will be included in income (losses) from discontinued operations.

The Company expects fourth quarter 2019 adjusted EPS to be $1.00 - $1.15. For the full year ending December 31, 2019, the Company now expects adjusted EPS of $4.32 - $4.47.

Earnings Conference Call

Management will host a conference call today at 8:30 am ET to discuss results of the quarter. The listen-only audio of the conference call will be broadcast live via the Internet at http://investor.belden.com. The dial-in number for participants in the U.S. is 888-599-8686; the dial-in number for participants outside the U.S. is 720-543-0302. A replay of this conference call will remain accessible in the investor relations section of the Company’s website for a limited time.

Net Income and Earnings per Share (EPS)

All references to Net Income and EPS within this earnings release refer to net income attributable to Belden and income from continuing operations per diluted share attributable to Belden common stockholders, respectively.

Use of Non-GAAP Financial Information

Adjusted results are non-GAAP measures that reflect certain adjustments the Company makes to provide insight into operating results. GAAP to non-GAAP reconciliations accompany the condensed consolidated financial statements included in this release and have been published to the investor relations section of the Company’s website at http://investor.belden.com.

BELDEN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

Nine Months Ended

September 29,
2019

September 30,
2018

September 29,
2019

September 30,
2018

(In thousands, except per share data)

Revenues

$

620,318

$

655,774

$

1,845,023

$

1,929,978

Cost of sales

(384,916

)

(394,917

)

(1,143,870

)

(1,180,931

)

Gross profit

235,402

260,857

701,153

749,047

Selling, general and administrative expenses

(120,169

)

(132,716

)

(365,439

)

(396,430

)

Research and development expenses

(31,351

)

(33,471

)

(100,539

)

(107,781

)

Amortization of intangibles

(22,243

)

(25,533

)

(67,952

)

(74,990

)

Goodwill and other asset impairment

(342,146

)

(342,146

)

Gain from patent litigation

62,141

62,141

Operating income (loss)

(280,507

)

131,278

(174,923

)

231,987

Interest expense, net

(14,200

)

(14,472

)

(42,561

)

(46,538

)

Non-operating pension benefit

489

1,356

1,517

824

Loss on debt extinguishment

(22,990

)

Income (loss) before taxes

(294,218

)

118,162

(215,967

)

163,283

Income tax expense

(2,797

)

(32,304

)

(13,580

)

(46,063

)

Net income (loss)

(297,015

)

85,858

(229,547

)

117,220

Less: Net income (loss) attributable to noncontrolling interests

(6

)

(23

)

60

(148

)

Net income (loss) attributable to Belden

(297,009

)

85,881

(229,607

)

117,368

Less: Preferred stock dividends

971

8,732

18,437

26,198

Net income (loss) attributable to Belden common stockholders

$

(297,980

)

$

77,149

$

(248,044

)

$

91,170

Weighted average number of common shares and equivalents:

Basic

44,444

40,510

41,090

40,960

Diluted

44,444

47,678

41,090

41,268

Basic income (loss) per share attributable to Belden common stockholders:

$

(6.70

)

$

1.90

$

(6.04

)

$

2.23

Diluted income (loss) per share attributable to Belden common stockholders:

$

(6.70

)

$

1.80

$

(6.04

)

$

2.21

Common stock dividends declared per share

$

0.05

$

0.05

$

0.15

$

0.15

BELDEN INC.

OPERATING SEGMENT INFORMATION

(Unaudited)

Enterprise
Solutions

Industrial
Solutions

Total
Segments

(In thousands, except percentages)

For the three months ended September 29, 2019

Segment Revenues

$

368,080

$

252,238

$

620,318

Segment EBITDA

56,814

44,614

101,428

Segment EBITDA margin

15.4

%

17.7

%

16.4

%

Depreciation expense

7,381

4,766

12,147

Amortization of intangibles

9,780

12,463

22,243

Amortization of software development intangible assets

1,161

36

1,197

Severance, restructuring, and acquisition integration costs

4,045

4,045

Purchase accounting effects of acquisitions

(186

)

(186

)

Goodwill and other asset impairment

342,146

342,146

For the three months ended September 30, 2018

Segment Revenues

$

392,080

$

266,923

$

659,003

Segment EBITDA

72,210

53,750

125,960

Segment EBITDA margin

18.4

%

20.1

%

19.1

%

Depreciation expense

7,092

4,579

11,671

Amortization of intangibles

12,322

13,211

25,533

Amortization of software development intangible assets

620

620

Severance, restructuring, and acquisition integration costs

9,528

2,160

11,688

Purchase accounting effects of acquisitions

821

821

Deferred revenue adjustments

3,229

3,229

For the nine months ended September 29, 2019

Segment Revenues

$

1,064,469

$

780,554

$

1,845,023

Segment EBITDA

149,855

139,531

289,386

Segment EBITDA margin

14.1

%

17.9

%

15.7

%

Depreciation expense

22,655

14,515

37,170

Amortization of intangibles

29,270

38,682

67,952

Amortization of software development intangible assets

3,119

87

3,206

Severance, restructuring, and acquisition integration costs

10,904

10,904

Purchase accounting effects of acquisitions

1,845

1,845

Goodwill and other asset impairment

342,146

342,146

For the nine months ended September 30, 2018

Segment Revenues

$

1,142,765

$

795,102

$

1,937,867

Segment EBITDA

199,943

153,401

353,344

Segment EBITDA margin

17.5

%

19.3

%

18.2

%

Depreciation expense

21,465

14,097

35,562

Amortization of intangibles

35,301

39,689

74,990

Amortization of software development intangible assets

1,344

1,344

Severance, restructuring, and acquisition integration costs

46,949

10,061

57,010

Purchase accounting effects of acquisitions

2,359

2,359

Deferred revenue adjustments

7,889

7,889

BELDEN INC.

OPERATING SEGMENT RECONCILIATION TO CONSOLIDATED RESULTS

(Unaudited)

Three Months Ended

Nine Months Ended

September 29,
2019

September 30,
2018

September 29,
2019

September 30,
2018

(In thousands)

Total Segment Revenues

$

620,318

$

659,003

$

1,845,023

$

1,937,867

Deferred revenue adjustments

(3,229

)

(7,889

)

Consolidated Revenues

$

620,318

$

655,774

$

1,845,023

$

1,929,978

Total Segment EBITDA

$

101,428

$

125,960

$

289,386

$

353,344

Eliminations

(343

)

(627

)

(1,086

)

(1,616

)

Total non-operating pension benefit

489

1,356

1,517

824

Consolidated Adjusted EBITDA (1)

101,574

126,689

289,817

352,552

Goodwill and other asset impairment

(342,146

)

(342,146

)

Amortization of intangibles

(22,243

)

(25,533

)

(67,952

)

(74,990

)

Interest expense, net

(14,200

)

(14,472

)

(42,561

)

(46,538

)

Depreciation expense

(12,147

)

(11,671

)

(37,170

)

(35,562

)

Severance, restructuring, and acquisition integration costs

(4,045

)

(11,688

)

(10,904

)

(57,010

)

Amortization of software development intangible assets

(1,197

)

(620

)

(3,206

)

(1,344

)

Purchase accounting effects related to acquisitions

186

(821

)

(1,845

)

(2,359

)

Loss on debt extinguishment

(22,990

)

Deferred revenue adjustments

(3,229

)

(7,889

)

Loss on sale of assets

(94

)

Gain from patent litigation

62,141

62,141

Costs related to patent litigation

(2,634

)

(2,634

)

Consolidated income (loss) before taxes

$

(294,218

)

$

118,162

$

(215,967

)

$

163,283

(1)

Consolidated Adjusted EBITDA is a non-GAAP measure. See Reconciliation of Non-GAAP Measures for additional information.

BELDEN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 29,
2019

December 31,
2018

(Unaudited)

(In thousands)

ASSETS

Current assets:

Cash and cash equivalents

$

296,742

$

420,610

Receivables, net

460,044

465,939

Inventories, net

290,995

316,418

Other current assets

74,876

55,757

Total current assets

1,122,657

1,258,724

Property, plant and equipment, less accumulated depreciation

384,183

365,970

Operating lease right-of-use assets

78,788

Goodwill

1,265,006

1,557,653

Intangible assets, less accumulated amortization

471,386

511,093

Deferred income taxes

88,118

56,018

Other long-lived assets

31,857

29,863

$

3,441,995

$

3,779,321

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

275,889

$

352,646

Accrued liabilities

301,599

364,276

Total current liabilities

577,488

716,922

Long-term debt

1,403,670

1,463,200

Postretirement benefits

127,090

132,791

Deferred income taxes

75,192

39,943

Long-term operating lease liabilities

73,436

Other long-term liabilities

40,309

38,877

Stockholders’ equity:

Preferred stock

1

Common stock

503

503

Additional paid-in capital

807,087

1,139,395

Retained earnings

667,703

922,000

Accumulated other comprehensive loss

(29,111

)

(74,907

)

Treasury stock

(307,482

)

(599,845

)

Total Belden stockholders’ equity

1,138,700

1,387,147

Noncontrolling interests

6,110

441

Total stockholders’ equity

1,144,810

1,387,588

$

3,441,995

$

3,779,321

BELDEN INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)

Nine Months Ended

September 29,
2019

September 30,
2018

(In thousands)

Cash flows from operating activities:

Net income (loss)

$

(229,547

)

117,220

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Goodwill and other asset impairment

342,146

Depreciation and amortization

108,328

111,896

Share-based compensation

12,115

14,657

Loss on debt extinguishment

22,990

Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:

Receivables

6,002

(25,338

)

Inventories

32,261

(16,642

)

Accounts payable

(78,346

)

(81,296

)

Accrued liabilities

(70,368

)

(29,474

)

Income taxes

(19,650

)

4,463

Other assets

(9,088

)

(13,267

)

Other liabilities

(4,336

)

(4,350

)

Net cash provided by operating activities

89,517

100,859

Cash flows from investing activities:

Capital expenditures

(74,068

)

(63,451

)

Cash used to acquire businesses, net of cash acquired

(50,951

)

(84,580

)

Proceeds from disposal of tangible assets

19

1,556

Proceeds from disposal of business

40,171

Net cash used for investing activities

(125,000

)

(106,304

)

Cash flows from financing activities:

Payments under share repurchase program

(50,000

)

(125,000

)

Cash dividends paid

(32,153

)

(32,421

)

Withholding tax payments for share-based payment awards

(2,063

)

(2,004

)

Other

(232

)

Payments under borrowing arrangements

(484,757

)

Debt issuance costs paid

(7,609

)

Redemption of stockholders' rights agreement

(411

)

Borrowings under credit arrangements

431,270

Net cash used for financing activities

(84,448

)

(220,932

)

Effect of foreign currency exchange rate changes on cash and cash equivalents

(3,937

)

(5,704

)

Decrease in cash and cash equivalents

(123,868

)

(232,081

)

Cash and cash equivalents, beginning of period

420,610

561,108

Cash and cash equivalents, end of period

$

296,742

$

329,027

BELDEN INC.
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)

In addition to reporting financial results in accordance with accounting principles generally accepted in the United States, we provide non-GAAP operating results adjusted for certain items, including: asset impairments; accelerated depreciation expense due to plant consolidation activities; purchase accounting effects related to acquisitions, such as the adjustment of acquired inventory and deferred revenue to fair value and transaction costs; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and tangible assets; amortization of intangible assets; gains (losses) on debt extinguishment; certain revenues and gains (losses) from patent settlements; discontinued operations; and other costs. We adjust for the items listed above in all periods presented, unless the impact is clearly immaterial to our financial statements. When we calculate the tax effect of the adjustments, we include all current and deferred income tax expense commensurate with the adjusted measure of pre-tax profitability.

We utilize the adjusted results to review our ongoing operations without the effect of these adjustments and for comparison to budgeted operating results. We believe the adjusted results are useful to investors because they help them compare our results to previous periods and provide important insights into underlying trends in the business and how management oversees our business operations on a day-to-day basis. As an example, we adjust for the purchase accounting effect of recording deferred revenue at fair value in order to reflect the revenues that would have otherwise been recorded by acquired businesses had they remained as independent entities. We believe this presentation is useful in evaluating the underlying performance of acquired companies. Similarly, we adjust for other acquisition-related expenses, such as amortization of intangibles and other impacts of fair value adjustments because they generally are not related to the acquired business' core business performance. As an additional example, we exclude the costs of restructuring programs, which can occur from time to time for our current businesses and/or recently acquired businesses. We exclude the costs in calculating adjusted results to allow us and investors to evaluate the performance of the business based upon its expected ongoing operating structure. We believe the adjusted measures, accompanied by the disclosure of the costs of these programs, provides valuable insight.

Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States.

Three Months Ended

Nine Months Ended

September 29,
2019

September 30,
2018

September 29,
2019

September 30,
2018

(In thousands, except percentages and per share amounts)

GAAP revenues

$

620,318

$

655,774

$

1,845,023

$

1,929,978

Deferred revenue adjustments

3,229

7,889

Adjusted revenues

$

620,318

$

659,003

$

1,845,023

$

1,937,867

Less: Grass Valley adjusted revenue

87,221

104,966

263,434

324,217

Adjusted revenues excluding Grass Valley

$

533,097

$

554,037

$

1,581,589

$

1,613,650

GAAP gross profit

$

235,402

$

260,857

$

701,153

$

749,047

Amortization of software development intangible assets

1,197

620

3,206

1,344

Severance, restructuring, and acquisition integration costs

792

4,820

1,777

21,482

Deferred revenue adjustments

3,229

7,889

Purchase accounting effects related to acquisitions

(186

)

558

532

1,833

Adjusted gross profit

$

237,205

$

270,084

$

706,668

$

781,595

Less: Grass Valley adjusted gross profit

37,709

51,409

114,105

152,624

Adjusted gross profit excluding Grass Valley

$

199,496

$

218,675

$

592,563

$

628,971

GAAP gross profit margin

37.9

%

39.8

%

38.0

%

38.8

%

Adjusted gross profit margin

38.2

%

41.0

%

38.3

%

40.3

%

Adjusted gross profit margin excluding Grass Valley

37.4

%

39.5

%

37.5

%

39.0

%

GAAP selling, general and administrative expenses

$

(120,169

)

$

(132,716

)

$

(365,439

)

$

(396,430

)

Severance, restructuring, and acquisition integration costs

3,253

6,341

8,364

30,287

Costs related to patent litigation

2,634

2,634

Purchase accounting effects related to acquisitions

263

1,313

526

Loss on sale of assets

94

Adjusted selling, general and administrative expenses

$

(116,916

)

$

(123,478

)

$

(355,762

)

$

(362,889

)

GAAP research and development expenses

$

(31,351

)

$

(33,471

)

$

(100,539

)

$

(107,781

)

Severance, restructuring, and acquisition integration costs

527

763

5,241

Adjusted research and development expenses

$

(31,351

)

$

(32,944

)

$

(99,776

)

$

(102,540

)

GAAP net income (loss) attributable to Belden

$

(297,009

)

$

85,881

$

(229,607

)

$

117,368

Interest expense, net

14,200

14,472

42,561

46,538

Income tax expense

2,797

32,304

13,580

46,063

Loss on debt extinguishment

22,990

Non-controlling interests

(6

)

(23

)

60

(148

)

Total non-operating adjustments

16,991

46,753

56,201

115,443

Goodwill and other asset impairment

342,146

342,146

Amortization of intangible assets

22,243

25,533

67,952

74,990

Severance, restructuring, and acquisition integration costs

4,045

11,688

10,904

57,010

Amortization of software development intangible assets

1,197

620

3,206

1,344

Purchase accounting effects related to acquisitions

(186

)

821

1,845

2,359

Deferred revenue adjustments

3,229

7,889

Costs related to patent litigation

2,634

2,634

Loss on sale of assets

94

Gain from patent litigation

(62,141

)

(62,141

)

Total operating income adjustments

369,445

(17,616

)

426,053

84,179

Depreciation expense

12,147

11,671

37,170

35,562

Adjusted EBITDA

$

101,574

$

126,689

$

289,817

$

352,552

Less: Grass Valley adjusted EBITDA

12,228

24,260

33,894

63,676

Adjusted EBITDA excluding Grass Valley

$

89,346

$

102,429

$

255,923

$

288,876

GAAP net income (loss) margin

(47.9

)%

13.1

%

(12.4

)%

6.1

%

Adjusted EBITDA margin

16.4

%

19.2

%

15.7

%

18.2

%

Adjusted EBITDA margin excluding Grass Valley

16.8

%

18.5

%

16.2

%

17.9

%

GAAP net income (loss) attributable to Belden

$

(297,009

)

$

85,881

$

(229,607

)

$

117,368

Operating income adjustments from above

369,445

(17,616

)

426,053

84,179

Loss on debt extinguishment

22,990

Tax effect of adjustments above

(11,385

)

8,776

(22,857

)

(17,859

)

Impact of Tax Cuts and Jobs Act enactment

4,835

5,308

Amortization expense attributable to noncontrolling interest, net of tax

(17

)

(50

)

Adjusted net income attributable to Belden

$

61,051

$

81,859

$

173,589

$

211,936

Less: Grass Valley adjusted net income

7,227

20,224

20,196

45,799

Adjusted net income attributable to Belden excluding Grass Valley

$

53,824

$

61,635

$

153,393

$

166,137

GAAP net income (loss) attributable to Belden

$

(297,009

)

$

85,881

$

(229,607

)

$

117,368

Less: Preferred stock dividends

971

18,437

26,198

GAAP net income (loss) attributable to Belden common stockholders

$

(297,980

)

$

85,881

$

(248,044

)

$

91,170

Adjusted net income attributable to Belden excluding Grass Valley

$

53,824

$

61,635

$

153,393

$

166,137

Less: Preferred stock dividends

18,437

26,198

Adjusted net income attributable to Belden common stockholders excluding Grass Valley

$

53,824

$

61,635

$

134,956

$

139,939

GAAP income (loss) per diluted share attributable to Belden common stockholders

$

(6.70

)

$

1.80

$

(6.04

)

$

2.21

Adjusted income per diluted share attributable to Belden common stockholders excluding Grass Valley

$

1.18

$

1.29

$

3.27

$

3.39

GAAP diluted weighted average shares

44,444

47,678

41,090

41,268

Adjustment for assumed conversion of preferred stock into common stock

1,130

Adjustment for anti-dilutive shares that are dilutive under adjusted measures

166

209

Adjusted diluted weighted average shares

45,740

47,678

41,299

41,268

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

Three Months Ended

Year Ended

Three Months Ended

April 1,
2018

July 1,
2018

September 30,
2018

December 31,
2018

December 31,
2018

March 31,
2019

June 30,
2019

September 29,
2019

(In thousands, except percentages)

GAAP revenues

$

605,565

$

668,639

$

655,774

$

655,390

$

2,585,368

$

587,175

$

637,530

$

620,318

Deferred revenue adjustments

1,858

2,802

3,229

(1,277

)

6,612

Less: Grass Valley adjusted revenues

108,708

110,543

104,966

102,061

426,278

87,035

89,178

87,221

Adjusted revenues excluding Grass Valley

$

498,715

$

560,898

$

554,037

$

552,052

$

2,165,702

$

500,140

$

548,352

$

533,097

GAAP gross profit

$

230,594

$

257,596

$

260,857

$

259,365

$

1,008,412

$

224,728

$

241,023

$

235,402

Amortization of software development intangible assets

236

488

620

844

2,188

937

1,072

1,197

Severance, restructuring, and acquisition integration costs

9,431

7,231

4,820

6,648

28,130

562

423

792

Deferred revenue adjustments

1,858

2,802

3,229

(1,277

)

6,612

Purchase accounting effects related to acquisitions

502

773

558

1,833

718

(186

)

Less: Grass Valley adjusted gross profit

48,496

52,718

51,409

46,565

199,188

39,313

37,083

37,709

Adjusted gross profit excluding Grass Valley

$

194,125

$

216,172

$

218,675

$

219,015

$

847,987

$

186,914

$

206,153

$

199,496

GAAP gross profit margin

38.1%

38.5%

39.8%

39.6%

39.0%

38.3%

37.8%

37.9%

Adjusted gross profit margin excluding Grass Valley

38.9%

38.5%

39.5%

39.7%

39.2%

37.4%

37.6%

37.4%

GAAP net income (loss) attributable to Belden

$

2,618

$

28,869

$

85,881

$

43,526

$

160,894

$

25,202

$

42,200

$

(297,009

)

Interest expense, net

16,978

15,088

14,472

15,021

61,559

14,193

14,168

14,200

Income tax expense

4,420

9,339

32,304

13,556

59,619

5,621

5,162

2,797

Loss on debt extinguishment

19,960

3,030

22,990

Non-controlling interest

(48

)

(77

)

(23

)

(35

)

(183

)

(24

)

90

(6

)

Total non-operating adjustments

41,310

27,380

46,753

28,542

143,985

19,790

19,420

16,991

Goodwill and other asset impairment

342,146

Amortization of intangible assets

24,418

25,039

25,533

23,839

98,829

23,341

22,368

22,243

Severance, restructuring, and acquisition integration costs

20,394

24,928

11,688

11,603

68,613

3,775

3,082

4,045

Deferred revenue adjustments

1,858

2,802

3,229

(1,277

)

6,612

Purchase accounting effects related to acquisitions

502

1,036

821

1,138

3,497

1,313

718

(186

)

Amortization of software development intangible assets

236

488

620

844

2,188

937

1,072

1,197

Loss on sale of assets

94

94

Non-operating pension settlement loss

1,342

1,342

Costs related to patent litigation

2,634

2,634

Gain from patent litigation

(62,141

)

(62,141

)

Total operating income adjustments

47,502

54,293

(17,616

)

37,489

121,668

29,366

27,240

369,445

Depreciation expense

11,865

12,026

11,671

12,053

47,615

12,723

12,301

12,147

Less: Grass Valley adjusted EBITDA

18,803

20,613

24,260

18,804

82,480

11,415

10,251

12,228

Adjusted EBITDA excluding Grass Valley

$

84,492

$

101,955

$

102,429

$

102,806

$

391,682

$

75,666

$

90,910

$

89,346

GAAP net income margin

0.4%

4.3%

13.1%

6.6%

6.2%

4.3%

6.6%

-47.9%

Adjusted EBITDA margin excluding Grass Valley

16.9%

18.2%

18.5%

18.6%

18.1%

15.1%

16.6%

16.8%

GAAP net income (loss) attributable to Belden

$

2,618

$

28,869

$

85,881

$

43,526

$

160,894

$

25,202

$

42,200

$

(297,009

)

Operating income adjustments from above

47,502

54,293

(17,616

)

37,489

121,668

29,366

27,240

369,445

Loss on debt extinguishment

19,960

3,030

22,990

Tax effect of adjustments above

(12,112

)

(13,577

)

8,776

(7,979

)

(25,838

)

(6,419

)

(5,053

)

(11,385

)

Impact of Tax Cuts and Jobs Act enactment

(473

)

4,835

4,689

9,997

Amortization expense attributable to noncontrolling interests, net of tax

(17

)

(16

)

(17

)

(16

)

(66

)

Less: Grass Valley adjusted net income

12,578

12,997

20,224

19,105

64,904

6,761

6,208

7,227

Adjusted net income attributable to Belden excluding Grass Valley

$

44,900

$

59,602

$

61,635

$

58,604

$

224,741

$

41,388

$

58,179

$

53,824

GAAP net income (loss) attributable to Belden

$

2,618

$

28,869

$

85,881

$

43,526

$

160,894

$

25,202

$

42,200

$

(297,009

)

Less: Preferred stock dividends

8,733

8,733

8,733

34,931

8,733

8,733

971

GAAP net income (loss) attributable to Belden common stockholders

$

(6,115

)

$

20,136

$

85,881

$

34,793

$

125,963

$

16,469

$

33,467

$

(297,980

)

Adjusted net income attributable to Belden excluding Grass Valley

$

44,900

$

59,602

$

61,635

$

58,604

$

224,741

$

41,388

$

58,179

$

53,824

Less: Preferred stock dividends

8,733

8,733

34,931

8,733

Adjusted net income attributable to Belden common stockholders excluding Grass Valley

$

36,167

$

50,869

$

61,635

$

58,604

$

189,810

$

32,655

$

58,179

$

53,824

GAAP income (loss) per diluted share attributable to Belden common stockholders

$

(0.15

)

$

0.49

$

1.80

$

0.87

$

3.08

$

0.42

$

0.84

$

(6.70

)

Adjusted income excluding Grass Valley per diluted share attributable to Belden common stockholders

$

0.86

$

1.24

$

1.29

$

1.25

$

4.63

$

0.82

$

1.25

$

1.18

GAAP diluted weighted average shares

41,633

40,974

47,678

40,031

40,956

39,660

39,611

44,444

Adjustment for assumed conversion of preferred stock into common stock

6,857

6,857

1,130

Adjustment for anti-dilutive shares that are dilutive under adjusted measures

377

166

Adjusted diluted weighted average shares

42,010

40,974

47,678

46,888

40,956

39,660

46,468

45,740

BELDEN INC.
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)

We define free cash flow, which is a non-GAAP financial measure, as net cash from operating activities adjusted for capital expenditures net of the proceeds from the disposal of tangible assets. We believe free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends and share repurchases. We use free cash flow, as defined, as one financial measure to monitor and evaluate performance and liquidity. Non-GAAP financial measures should be considered only in conjunction with financial measures reported according to accounting principles generally accepted in the United States. Our definition of free cash flow may differ from definitions used by other companies.

Three Months Ended

Nine Months Ended

September 29,
2019

September 30,
2018

September 29,
2019

September 30,
2018

(In thousands)

GAAP net cash provided by operating activities

$

67,872

$

130,221

89,517

$

100,859

Capital expenditures, net of proceeds from the disposal of tangible assets

(23,299

)

(23,919

)

(74,049

)

(61,895

)

Non-GAAP free cash flow

$

44,573

$

106,302

$

15,468

$

38,964

BELDEN INC.

RECONCILIATION OF NON-GAAP MEASURES

2019 EARNINGS GUIDANCE

Year Ended
December 31, 2019

Three Months Ended
December 31, 2019

Adjusted income per diluted share attributable to Belden common stockholders

$4.32 - $4.47

$1.00 - $1.15

Amortization of intangible assets

(1.69)

(0.48)

Severance, restructuring, and acquisition integration costs

(0.58)

(0.52)

Purchase accounting effects of acquisitions

(0.01)

GAAP income per diluted share attributable to Belden common stockholders

$2.04 - $2.19

$0.00 - $0.15

Our guidance for income per diluted share attributable to Belden common stockholders is based upon information currently available regarding events and conditions that will impact our future operating results. In particular, our results are subject to the factors listed under "Forward-Looking Statements" in this release. In addition, our actual results are likely to be impacted by other additional events for which information is not available, such as asset impairments, purchase accounting effects related to acquisitions, severance, restructuring, and acquisition integration costs, gains (losses) recognized on the disposal of tangible assets, gains (losses) on debt extinguishment, discontinued operations, and other gains (losses) related to events or conditions that are not yet known.

Forward-Looking Statements

This release and any statements made by us concerning the release may contain forward-looking statements including our expectations for the fourth quarter and full-year 2019, the Grass Valley divestment plan and the results of our restructuring program. Forward-looking statements include statements regarding future financial performance (including revenues, expenses, earnings, margins, cash flows, dividends, capital expenditures and financial condition), plans and objectives, and related assumptions. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “forecast,” “guide,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions. Forward-looking statements reflect management’s current beliefs and expectations and are not guarantees of future performance. Actual results may differ materially from those suggested by any forward-looking statements for a number of reasons, including, without limitation: the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); the inability to achieve our strategic priorities in emerging markets; the increased influence of chief information officers and similar high-level executives; the presence of substitute products in the marketplace; the inability of the Company to develop and introduce new products and competitive responses to our products; the increased prevalence of cloud computing; the inability to successfully complete and integrate acquisitions in furtherance of the Company’s strategic plan; the impact of changes in global tariffs and trade agreements; difficulty in forecasting revenue due to the unpredictable timing of orders related to customer projects; foreign and domestic political, economic and other uncertainties, including changes in currency exchange rates; changes in tax laws and variability in the Company’s quarterly and annual effective tax rates; the impact of a challenging global economy or a downturn in served markets; the competitiveness of the global markets in which we operate; volatility in credit and foreign exchange markets; the cost and availability of raw materials including copper, plastic compounds, electronic components, and other materials; the inability to obtain components in sufficient quantities on commercially reasonable terms; disruptions in the Company’s information systems including due to cyber-attacks; perceived or actual product failures; risks related to the use of open source software; disruption of, or changes in, the Company’s key distribution channels; the inability to retain senior management and key employees; assertions that the Company violates the intellectual property of others and the ownership of intellectual property by competitors and others that prevents the use of that intellectual property by the Company; the impact of regulatory requirements and other legal compliance issues; the impairment of goodwill and other intangible assets and the resulting impact on financial performance; disruptions and increased costs attendant to collective bargaining groups and other labor matters; and other factors.

For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the quarter ended December 31, 2018, filed with the SEC on February 20, 2019. Although the content of this release represents our best judgment as of the date of this report based on information currently available and reasonable assumptions, we give no assurances that the expectations will prove to be accurate. Deviations from the expectations may be material. For these reasons, Belden cautions readers to not place undue reliance on these forward-looking statements, which speak only as of the date made. Belden disclaims any duty to update any forward-looking statements as a result of new information, future developments, or otherwise, except as required by law.

About Belden

Belden Inc. delivers a comprehensive product portfolio designed to meet the mission-critical network infrastructure needs of industrial and enterprise markets. With innovative solutions targeted at reliable and secure transmission of rapidly growing amounts of data, audio and video needed for today's applications, Belden is at the center of the global transformation to a connected world. Founded in 1902, the company is headquartered in St. Louis and has manufacturing capabilities in North and South America, Europe and Asia. For more information, visit us at www.belden.com or follow us on Twitter @BeldenInc.

Belden Investor Relations

314-854-8054

[email protected]

Source: Belden Inc.

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