EX-99.1 2 companynewsreleasedatedoct.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1
 
graphica11.jpg
 
 
 
 
  
1 North Brentwood Boulevard
  
Phone: 314.854.8000
  
15th Floor
  
Fax: 314.854.8003
  
St. Louis, Missouri 63105
  
 
  
 
  
www.Belden.com

News Release


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


St. Louis, Missouri - October 30, 2019 - 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.


Contact:
Belden Investor Relations
314-854-8054
Investor.Relations@Belden.com