UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 27, 2011
Belden Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware | 001-12561 | 36-3601505 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7733 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
(Registrants telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition | 3 | |||
Item 9.01 Financial Statements and Exhibits | 3 | |||
SIGNATURES | 4 | |||
EXHIBIT INDEX |
Exhibit 99.1 News Release dated October 27, 2011
2
Item 2.02. | Results of Operations and Financial Condition. |
On October 27, 2011, Belden Inc. issued a press release announcing its financial results for the quarter ended October 2, 2011. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this current report.
The information in this Item 2.02 and in the press release (attached as Exhibit 99.1 to this current report) shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that Section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Belden Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Company news release dated October 27, 2011, titled Belden Earnings Up 38% on Strong Revenue Growth in Third Quarter 2011. |
3
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BELDEN INC. | ||||
Date: October 27, 2011 | By: | /s/ Kevin L. Bloomfield | ||
Kevin L. Bloomfield Senior Vice President, Secretary and General Counsel |
4
Exhibit 99.1
![]() |
Belden Earnings up 38% on Strong Revenue Growth in Third Quarter 2011
St. Louis, MissouriOctober 27, 2011Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission-critical applications, today reported fiscal third quarter 2011 results for the period ended October 2, 2011.
Third Quarter Highlights
| Increased income from continuing operations per diluted share to $0.65, up 38% over $0.47 per diluted share in the third quarter 2010; |
| Grew revenue 31% year-over-year to $519.7 million, and 18%, excluding acquisitions and currency effects; |
| Generated $61.4 million in free cash flow, increasing cash and cash equivalents to $348.2 million at quarter-end; |
| Purchased 867,000 shares of Belden common stock for $25 million under the previously announced share repurchase program; and |
| Narrowed the range of full-year guidance for fiscal 2011 to revenues of $2.01 $2.02 billion and income from continuing operations per diluted share of $2.33 $2.38. |
Third Quarter Results
Revenue for the quarter totaled $519.7 million, up $122.8 million or 31% compared to $396.9 million in the third quarter 2010. Income from continuing operations per diluted share for the quarter totaled $0.65, compared to $0.47 per diluted share in the third quarter 2010.
John Stroup, President and CEO of Belden Inc., commented, I am extremely pleased with our third quarter results. Our ability to achieve 18% organic growth and 38% earnings growth in todays economic environment is a testament to the improvements we have made to our business system and portfolio. In addition, our cash flow generation was exceptional. This is due, in part, to the traction made with our lean initiatives in our recently acquired companies.
Outlook
Despite a strong third quarter, our September order rates appeared to reflect increased caution among many of our customers and channel partners. Volatility in commodity prices and concerns regarding the economic state of most developed countries could translate into lower growth rates and reduced customer inventory levels. Therefore, we expect our fourth quarter 2011 revenues to be $490 $500 million and income from continuing operations per diluted share to be $0.50$0.55, said Mr. Stroup.
Belden Earnings up 38% on Strong Revenue Growth Page 2 of 3
For the full year 2011, the Company expects revenues to be $2.01$2.02 billion and income from continuing operations per diluted share to be $2.33$2.38.
Earnings Conference Call
Management will host a conference call today at 10:30 a.m. Eastern 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 866-304-1238; the dial-in number for participants outside the U.S. is 913-312-6650. A replay of this conference call will remain accessible in the investor relations section of the Companys Web site for a limited time.
Use of Non-GAAP Financial Information
Non-GAAP measures reflect certain adjustments the Company makes to provide insight into operating results. All GAAP to non-GAAP reconciliations accompany the consolidated financial statements included in this release and have been published to the investor relations section of the Companys Web site at http://investor.belden.com.
Forward Looking Statements
Statements in this release other than historical facts are forward looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. Forward looking statements include any statements regarding future revenues, costs and expenses, operating income, earnings per share, margins, cash flows, dividends, and capital expenditures. These forward looking statements are based on forecasts and projections about the markets and industries served by the Company and about general economic conditions. They reflect managements beliefs and expectations. They are not guarantees of future performance and they involve risk and uncertainty. The Companys actual results may differ materially from these expectations. Changes in the global economy may impact the Companys results. Turbulence in financial markets may increase the Companys borrowing costs. Additional factors that may cause actual results to differ from the Companys expectations include: the Companys reliance on key distributors in marketing products; the Companys ability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); changes in the level of economic activity in the Companys major geographic markets; difficulties in realigning manufacturing capacity and capabilities among the Companys global manufacturing facilities; the competitiveness of the global cable, connectivity and networking industries; variability in the Companys quarterly and annual effective tax rates; changes in accounting rules and interpretation of these rules which may affect the Companys reported earnings; changes in currency exchange rates and political and economic uncertainties in the countries where the Company conducts business; demand for the Companys products; the cost and availability of materials including copper, plastic compounds derived from fossil fuels, electronic components, and other materials; energy costs; the Companys ability to achieve acquisition performance expectations and to integrate acquired businesses successfully; the ability of the Company to develop and introduce new products; the Company having to recognize charges that would reduce income as a result of impairing goodwill and other intangible assets; security risks and the potential for business interruption from operating in volatile countries; disruptions or failures of the Companys (or the Companys suppliers or customers) systems or operations in the event of a major earthquake, weather event, cyber-attack,
Belden Earnings up 38% on Strong Revenue Growth Page 3 of 3
terrorist attack, or other catastrophic event that could cause delays in completing sales, providing services, or performing other mission-critical functions; and other factors. For a more complete discussion of risk factors, please see our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 25, 2011. Belden disclaims any duty to update any forward looking statements as a result of new information, future developments, or otherwise.
About Belden
St. Louis-based Belden Inc. designs, manufactures, and markets cable, connectivity, and networking products in markets including industrial automation, enterprise, transportation, infrastructure, and consumer electronics. It has approximately 6,800 employees, and provides value for industrial automation, enterprise, education, healthcare, entertainment and broadcast, sound and security, transportation, infrastructure, consumer electronics and other industries. Belden has manufacturing capabilities in North America, South America, Europe, and Asia, and a market presence in nearly every region of the world. Belden was founded in 1902, and today is a leader with some of the strongest brands in the signal transmission industry. For more information, visit www.belden.com.
Contact:
Belden Investor Relations
314-854-8054
Investor.Relations@Belden.com
BELDEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
October 2, 2011 | October 3, 2010 | October 2, 2011 | October 3, 2010 | |||||||||||||
(In thousands, except per share data) | ||||||||||||||||
Revenues |
$ | 519,713 | $ | 396,927 | $ | 1,517,592 | $ | 1,191,914 | ||||||||
Cost of sales |
(366,962 | ) | (278,743 | ) | (1,077,772 | ) | (846,016 | ) | ||||||||
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Gross profit |
152,751 | 118,184 | 439,820 | 345,898 | ||||||||||||
Selling, general and administrative expenses |
(85,355 | ) | (66,164 | ) | (244,671 | ) | (203,306 | ) | ||||||||
Research and development |
(13,641 | ) | (10,887 | ) | (41,800 | ) | (31,106 | ) | ||||||||
Amortization of intangibles |
(3,371 | ) | (2,600 | ) | (10,397 | ) | (7,900 | ) | ||||||||
Income from equity method investment |
1,479 | 3,053 | 9,196 | 8,905 | ||||||||||||
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Operating income |
51,863 | 41,586 | 152,148 | 112,491 | ||||||||||||
Interest expense |
(11,690 | ) | (11,778 | ) | (36,246 | ) | (38,910 | ) | ||||||||
Interest income |
211 | 80 | 526 | 398 | ||||||||||||
Other income |
| | | 1,465 | ||||||||||||
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Income from continuing operations before taxes |
40,384 | 29,888 | 116,428 | 75,444 | ||||||||||||
Income tax expense |
(9,019 | ) | (7,244 | ) | (28,164 | ) | (16,885 | ) | ||||||||
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Income from continuing operations |
31,365 | 22,644 | 88,264 | 58,559 | ||||||||||||
Loss from discontinued operations, net of tax |
(162 | ) | (2,039 | ) | (446 | ) | (6,535 | ) | ||||||||
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Net income |
$ | 31,203 | $ | 20,605 | $ | 87,818 | $ | 52,024 | ||||||||
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Weighted average number of common shares and equivalents: |
||||||||||||||||
Basic |
47,344 | 46,813 | 47,317 | 46,762 | ||||||||||||
Diluted |
48,244 | 47,721 | 48,329 | 47,665 | ||||||||||||
Basic income (loss) per share: |
||||||||||||||||
Continuing operations |
$ | 0.66 | $ | 0.48 | $ | 1.87 | $ | 1.25 | ||||||||
Discontinued operations |
| (0.04 | ) | (0.01 | ) | (0.14 | ) | |||||||||
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Net income |
$ | 0.66 | $ | 0.44 | $ | 1.86 | $ | 1.11 | ||||||||
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Diluted income (loss) per share: |
||||||||||||||||
Continuing operations |
$ | 0.65 | $ | 0.47 | $ | 1.83 | $ | 1.23 | ||||||||
Discontinued operations |
| (0.04 | ) | (0.01 | ) | (0.14 | ) | |||||||||
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Net income |
$ | 0.65 | $ | 0.43 | $ | 1.82 | $ | 1.09 | ||||||||
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Dividends declared per share |
$ | 0.05 | $ | 0.05 | $ | 0.15 | $ | 0.15 |
BELDEN INC.
OPERATING SEGMENT INFORMATION
(Unaudited)
Americas | EMEA | Asia Pacific | Total Segments |
Eliminations | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Three Months Ended October 2, 2011 |
||||||||||||||||||||||||
External customer revenues |
$ | 325,248 | $ | 103,713 | $ | 90,752 | $ | 519,713 | $ | | $ | 519,713 | ||||||||||||
Affiliate revenues |
9,919 | 30,795 | 159 | 40,873 | (40,873 | ) | | |||||||||||||||||
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Total revenues |
$ | 335,167 | $ | 134,508 | $ | 90,911 | $ | 560,586 | $ | (40,873 | ) | $ | 519,713 | |||||||||||
Operating income |
$ | 39,636 | $ | 22,767 | $ | 6,980 | $ | 69,383 | $ | (17,520 | ) | $ | 51,863 | |||||||||||
Three Months Ended October 3, 2010 |
||||||||||||||||||||||||
External customer revenues |
$ | 232,133 | $ | 90,397 | $ | 74,397 | $ | 396,927 | $ | | $ | 396,927 | ||||||||||||
Affiliate revenues |
11,735 | 20,707 | | 32,442 | (32,442 | ) | | |||||||||||||||||
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Total revenues |
$ | 243,868 | $ | 111,104 | $ | 74,397 | $ | 429,369 | $ | (32,442 | ) | $ | 396,927 | |||||||||||
Operating income |
$ | 30,474 | $ | 14,850 | $ | 8,629 | $ | 53,953 | $ | (12,367 | ) | $ | 41,586 | |||||||||||
Nine Months Ended October 2, 2011 |
||||||||||||||||||||||||
External customer revenues |
$ | 927,978 | $ | 322,901 | $ | 266,713 | $ | 1,517,592 | $ | | $ | 1,517,592 | ||||||||||||
Affiliate revenues |
33,462 | 80,943 | 658 | 115,063 | (115,063 | ) | | |||||||||||||||||
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Total revenues |
$ | 961,440 | $ | 403,844 | $ | 267,371 | $ | 1,632,655 | $ | (115,063 | ) | $ | 1,517,592 | |||||||||||
Operating income |
$ | 111,587 | $ | 63,334 | $ | 22,581 | $ | 197,502 | $ | (45,354 | ) | $ | 152,148 | |||||||||||
Nine Months Ended October 3, 2010 |
||||||||||||||||||||||||
External customer revenues |
$ | 686,985 | $ | 273,140 | $ | 231,789 | $ | 1,191,914 | $ | | $ | 1,191,914 | ||||||||||||
Affiliate revenues |
36,605 | 53,330 | 62 | 89,997 | (89,997 | ) | | |||||||||||||||||
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Total revenues |
$ | 723,590 | $ | 326,470 | $ | 231,851 | $ | 1,281,911 | $ | (89,997 | ) | $ | 1,191,914 | |||||||||||
Operating income |
$ | 81,315 | $ | 41,152 | $ | 22,172 | $ | 144,639 | $ | (32,148 | ) | $ | 112,491 |
BELDEN INC.
SUPPLEMENTAL PRODUCT GROUP INFORMATION
(Unaudited)
Americas | EMEA | Asia Pacific | Total | |||||||||||||
(In thousands) | ||||||||||||||||
Three Months Ended October 2, 2011 |
||||||||||||||||
Cable products |
$ | 253,855 | $ | 39,547 | $ | 72,565 | $ | 365,967 | ||||||||
Networking products |
26,813 | 38,445 | 14,104 | 79,362 | ||||||||||||
Connectivity products |
44,580 | 25,721 | 4,083 | 74,384 | ||||||||||||
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Total revenues |
$ | 325,248 | $ | 103,713 | $ | 90,752 | $ | 519,713 | ||||||||
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Three Months Ended October 3, 2010 |
||||||||||||||||
Cable products |
$ | 198,042 | $ | 36,584 | $ | 61,786 | $ | 296,412 | ||||||||
Networking products |
16,283 | 29,139 | 8,288 | 53,710 | ||||||||||||
Connectivity products |
17,808 | 24,674 | 4,323 | 46,805 | ||||||||||||
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Total revenues |
$ | 232,133 | $ | 90,397 | $ | 74,397 | $ | 396,927 | ||||||||
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Nine Months Ended October 2, 2011 |
||||||||||||||||
Cable products |
$ | 719,787 | $ | 129,386 | $ | 214,419 | $ | 1,063,592 | ||||||||
Networking products |
81,290 | 111,118 | 39,743 | 232,151 | ||||||||||||
Connectivity products |
126,901 | 82,397 | 12,551 | 221,849 | ||||||||||||
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Total revenues |
$ | 927,978 | $ | 322,901 | $ | 266,713 | $ | 1,517,592 | ||||||||
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Nine Months Ended October 3, 2010 |
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Cable products |
$ | 590,441 | $ | 114,430 | $ | 195,298 | $ | 900,169 | ||||||||
Networking products |
44,731 | 87,463 | 24,736 | 156,930 | ||||||||||||
Connectivity products |
51,813 | 71,247 | 11,755 | 134,815 | ||||||||||||
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Total revenues |
$ | 686,985 | $ | 273,140 | $ | 231,789 | $ | 1,191,914 | ||||||||
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BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
October 2, 2011 | December 31, 2010 | |||||||
(Unaudited) | ||||||||
(In thousands) | ||||||||
ASSETS |
| |||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 348,190 | $ | 358,653 | ||||
Receivables, net |
349,247 | 298,266 | ||||||
Inventories, net |
197,100 | 175,659 | ||||||
Deferred income taxes |
9,659 | 9,473 | ||||||
Other current assets |
21,847 | 18,804 | ||||||
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Total current assets |
926,043 | 860,855 | ||||||
Property, plant and equipment, less accumulated depreciation |
283,992 | 278,866 | ||||||
Goodwill |
352,847 | 322,556 | ||||||
Intangible assets, less accumulated amortization |
156,396 | 143,820 | ||||||
Deferred income taxes |
20,997 | 27,565 | ||||||
Other long-lived assets |
70,377 | 62,822 | ||||||
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$ | 1,810,652 | $ | 1,696,484 | |||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
||||||||
Accounts payable |
$ | 233,989 | $ | 212,084 | ||||
Accrued liabilities |
166,529 | 145,840 | ||||||
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Total current liabilities |
400,518 | 357,924 | ||||||
Long-term debt |
550,955 | 551,155 | ||||||
Postretirement benefits |
116,926 | 112,426 | ||||||
Other long-term liabilities |
32,539 | 36,464 | ||||||
Stockholders equity: |
||||||||
Common stock |
503 | 503 | ||||||
Additional paid-in capital |
599,014 | 595,519 | ||||||
Retained earnings |
252,185 | 171,568 | ||||||
Accumulated other comprehensive loss |
(5,629 | ) | (8,919 | ) | ||||
Treasury stock |
(136,359 | ) | (120,156 | ) | ||||
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Total stockholders equity |
709,714 | 638,515 | ||||||
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$ | 1,810,652 | $ | 1,696,484 | |||||
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BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
Nine Months Ended | ||||||||
October 2, 2011 | October 3, 2010 | |||||||
(In thousands) | ||||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 87,818 | $ | 52,024 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
37,676 | 41,525 | ||||||
Share-based compensation |
8,380 | 9,539 | ||||||
Pension funding less than (greater than) pension expense |
2,782 | (5,753 | ) | |||||
Provision for inventory obsolescence |
1,285 | 2,924 | ||||||
Non-cash loss on derivatives and hedging instruments |
| 2,893 | ||||||
Tax deficiency (benefit) related to share-based compensation |
(1,802 | ) | 239 | |||||
Income from equity method investment |
(9,196 | ) | (8,905 | ) | ||||
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses: |
||||||||
Receivables |
(42,184 | ) | (51,874 | ) | ||||
Inventories |
(16,953 | ) | (20,898 | ) | ||||
Accounts payable |
15,141 | 34,288 | ||||||
Accrued liabilities |
6,301 | (4,519 | ) | |||||
Accrued taxes |
17,850 | (1,295 | ) | |||||
Other assets |
(87 | ) | 16,234 | |||||
Other liabilities |
(7,549 | ) | (11,011 | ) | ||||
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Net cash provided by operating activities |
99,462 | 55,411 | ||||||
Cash flows from investing activities: |
||||||||
Cash used to acquire businesses, net of cash acquired |
(59,708 | ) | | |||||
Capital expenditures |
(21,760 | ) | (19,198 | ) | ||||
Proceeds from disposal of tangible assets |
1,206 | 2,332 | ||||||
Cash provided by other investing activities |
| 163 | ||||||
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Net cash used for investing activities |
(80,262 | ) | (16,703 | ) | ||||
Cash flows from financing activities: |
||||||||
Payments under share repurchase program |
(25,000 | ) | | |||||
Cash dividends paid |
(7,090 | ) | (7,052 | ) | ||||
Debt issuance costs |
(3,296 | ) | | |||||
Tax benefit (deficiency) related to share-based compensation |
1,802 | (239 | ) | |||||
Proceeds from exercise of stock options |
4,554 | 720 | ||||||
Cash received upon termination of derivative instruments |
| 4,217 | ||||||
Payments under borrowing arrangements |
| (46,268 | ) | |||||
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Net cash used for financing activities |
(29,030 | ) | (48,622 | ) | ||||
Effect of foreign currency exchange rate changes on cash and cash equivalents |
(633 | ) | (2,884 | ) | ||||
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Decrease in cash and cash equivalents |
(10,463 | ) | (12,798 | ) | ||||
Cash and cash equivalents, beginning of period |
358,653 | 308,879 | ||||||
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Cash and cash equivalents, end of period |
$ | 348,190 | $ | 296,081 | ||||
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BELDEN INC.
RECONCILIATION OF NON-GAAP MEASURES
(Unaudited)
We define free cash flow, which is a non-GAAP financial measure, as net cash provided by operating activities less capital expenditures, net of 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 | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||
October 2, 2011 | October 3, 2010 | October 2, 2011 | October 3, 2010 | |||||||||||||
(In thousands) | ||||||||||||||||
GAAP net cash provided by operating activities |
$ | 68,312 | $ | 49,898 | $ | 99,462 | $ | 55,411 | ||||||||
Capital expenditures, net of proceeds from the disposal of tangible assets |
(6,893 | ) | (6,493 | ) | (20,554 | ) | (16,866 | ) | ||||||||
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Non-GAAP free cash flow |
$ | 61,419 | $ | 43,405 | $ | 78,908 | $ | 38,545 | ||||||||
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