8-K
Belden Inc. (BDC)
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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): February 9, 2022
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.) |
1 North Brentwood Boulevard, 15th Floor
St. Louis, Missouri 63105
(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
(Registrant’s 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value | BDC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 9, 2022, Belden Inc. (the "Company") issued a press release announcing its financial results for the fourth quarter and full year 2021 as well as a definitive agreement to divest Tripwire. 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 the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
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: February 9, 2022 | By: | /s/ Brian E. Anderson |
| Brian E. Anderson | ||
| Senior Vice President-Legal, General | ||
| Counsel and Corporate Secretary |
Document
Exhibit 99.1
| 1 North Brentwood Boulevard | Phone: 314.854.8000 |
|---|---|
| 15th Floor | Fax: 314.854.8003 |
| St. Louis, Missouri 63105 | |
| www.Belden.com |
News Release
Belden Reports Strong Results for Fourth Quarter and Full Year 2021 and Announces a Definitive Agreement to Divest Tripwire
St. Louis, Missouri – February 9, 2022 - Belden Inc. (NYSE: BDC), a leading global supplier of specialty networking solutions, today reported fiscal fourth quarter and full year 2021 results for the period ended December 31, 2021. The Company also announced a definitive agreement to divest its Tripwire cybersecurity business (“Tripwire”).
Fourth Quarter 2021
Revenues for the quarter totaled $638.9 million, increasing $140.4 million, or 28%, compared to $498.5 million in the year-ago period. Net loss was ($51.6) million, compared to net income of $15.8 million in the year-ago period. Net loss included a $131.2 million non-cash impairment charge related to Tripwire. Net loss as a percentage of revenue was (8.1%) compared to 3.2% in the year-ago period. EPS totaled ($1.15), compared to $0.35 in the fourth quarter 2020.
Adjusted revenues for the quarter totaled $637.6 million. Adjusted EBITDA was $101.3 million, increasing $27.3 million, or 37%, compared to $74.0 million in the year-ago period. Adjusted EBITDA margin was 15.9%, compared to 14.8% in the year-ago period. Adjusted EPS was $1.32, increasing 47% compared to $0.90 in the fourth quarter 2020. Adjusted results are non-GAAP measures, and a non-GAAP reconciliation table is provided as an appendix to this release.
Roel Vestjens, President and CEO of Belden Inc., said, “We delivered another outstanding quarter with strong growth in total revenues, EPS and cash flow. Our team continues to execute very well in a challenging operating environment, driving 21% organic growth and solid margin expansion. We are prioritizing organic growth while cultivating acquisitions that add innovative new technologies. Subsequent to quarter end, we completed the acquisition of Macmon Secure GmbH for $43 million. Macmon adds important new capabilities to our industry-leading industrial networking solutions.”
Full Year 2021
Revenues for the year totaled $2.408 billion, increasing $545.4 million, or 29%, compared to $1.863 billion in the full year 2020. Net income was $62.5 million, compared to $54.4 million in 2020. Net income as a percentage of revenue was 2.6% compared to 2.9% in 2020. EPS totaled $1.37, compared to $1.21 in 2020.
Adjusted revenues for the year also totaled $2.408 billion. Adjusted EBITDA was $375.5 million, increasing $126.3 million, or 51%, compared to $249.2 million in 2020. Adjusted EBITDA margin was 15.6%, compared to 13.4% in 2020. Adjusted EPS was $4.78, increasing 74% compared to $2.75 in 2020.
Mr. Vestjens remarked, “2021 was an exceptional year for Belden that was highlighted by meaningful recovery in our end markets, significant progress on our organic growth strategies, and successful management of inflationary pressures and supply chain challenges. Full year revenues increased 20% on an organic basis, resulting in robust margin expansion and EPS growth. During the year we generated solid cash flow growth and further strengthened our balance sheet, reducing net leverage from 4.0x to 2.1x.”
Tripwire Divestiture
The Company today also announced that it has signed a definitive agreement to divest Tripwire for $350 million in cash. The transaction is expected to close in the first quarter 2022. Under the terms of the agreement, Belden will act as an exclusive reseller of Tripwire’s industrial cybersecurity solutions.
Tripwire’s full year 2021 revenues were $107 million with an EPS contribution of $0.03 excluding asset impairments and amortization of intangibles. Belden had year-end 2021 net leverage of 2.1x, or 1.2x pro forma for this transaction, providing significant financial flexibility.
Roel Vestjens, President and CEO of Belden Inc., said, “This is an important transaction that will enable Belden and Tripwire to more effectively execute their strategic growth plans. We are pleased to monetize the business while maintaining a preferred commercial relationship with Tripwire that will allow us to continue providing integrated cybersecurity solutions to our customers in industrial end markets. I would like to thank the entire Tripwire team for their significant contributions to Belden and wish them every success going forward.”
Outlook
“We entered 2022 with significant momentum in our business. Our strategic growth initiatives are gaining traction, and I am encouraged by our recent order rates and execution. Our transformed portfolio is aligned with the favorable secular trends in industrial automation, broadband & 5G, and smart buildings. I am optimistic about our ability to drive solid and sustainable organic growth, and compelling returns for our shareholders,” said Mr. Vestjens.
For the full year 2021, adjusted revenues and EPS excluding Tripwire were $2.301 billion and $4.75, respectively. The outlook for 2022 represents results from continuing operations, which is expected to exclude Tripwire. The Company expects first quarter 2022 revenues to be $558 - $573 million, EPS to be $0.76 - $0.86 and adjusted EPS to be $1.03 - $1.13. For the full year ending December 31, 2022, the Company expects revenues to be $2.390 - $2.440 billion, EPS to be $4.10 - $4.45 and adjusted EPS to be $5.00 - $5.35.
Earnings Conference Call
Management will host a conference call today at 8:30 am ET to discuss results of the quarter and the Tripwire divestiture. The listen-only audio of the conference call will be broadcast live via the Internet at https://investor.belden.com. The dial-in number for participants is 888-220-8451, with confirmation code 3170682. 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 income from continuing operations and income from continuing operations per diluted share attributable to Belden 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 https://investor.belden.com.
BELDEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||
| (In thousands, except per share data) | ||||||||
| Revenues | $ | 638,910 | $ | 498,540 | $ | 2,408,100 | $ | 1,862,716 |
| Cost of sales | (410,703) | (323,284) | (1,553,738) | (1,199,427) | ||||
| Gross profit | 228,207 | 175,256 | 854,362 | 663,289 | ||||
| Selling, general and administrative expenses | (121,652) | (91,059) | (426,335) | (366,188) | ||||
| Research and development expenses | (29,787) | (25,663) | (124,660) | (107,296) | ||||
| Amortization of intangibles | (9,601) | (16,089) | (38,346) | (64,395) | ||||
| Goodwill and other asset impairment | (131,178) | — | (140,461) | — | ||||
| Operating income (loss) | (64,011) | 42,445 | 124,560 | 125,410 | ||||
| Interest expense, net | (16,055) | (15,700) | (62,695) | (58,888) | ||||
| Non-operating pension benefit (cost) | 1,355 | (2,474) | 4,476 | (395) | ||||
| Gain on sale of note receivable | 27,036 | — | 27,036 | — | ||||
| Loss on debt extinguishment | — | — | (5,715) | — | ||||
| Income (loss) from continuing operations before taxes | (51,675) | 24,271 | 87,662 | 66,127 | ||||
| Income tax benefit (expense) | 102 | (8,501) | (25,205) | (11,724) | ||||
| Income (loss) from continuing operations | (51,573) | 15,770 | 62,457 | 54,403 | ||||
| Gain (loss) from discontinued operations, net of tax | — | 3,882 | — | (99,513) | ||||
| Gain (loss) on disposal of discontinued operations, net of tax | 1,860 | (12,691) | 1,860 | (9,948) | ||||
| Net income (loss) | (49,713) | 6,961 | 64,317 | (55,058) | ||||
| Less: Net income attributable to noncontrolling interest | 56 | 25 | 392 | 104 | ||||
| Net income (loss) attributable to Belden stockholders | $ | (49,769) | $ | 6,936 | $ | 63,925 | $ | (55,162) |
| Weighted average number of common shares and equivalents: | ||||||||
| Basic | 44,927 | 44,620 | 44,802 | 44,778 | ||||
| Diluted | 45,729 | 44,848 | 45,361 | 44,937 | ||||
| Basic income (loss) per share attributable to Belden stockholders: | ||||||||
| Continuing operations | $ | (1.15) | $ | 0.35 | $ | 1.39 | $ | 1.21 |
| Discontinued operations | — | 0.09 | — | (2.22) | ||||
| Disposal of discontinued operations | 0.04 | (0.28) | 0.04 | (0.22) | ||||
| Net income (loss) | $ | (1.11) | $ | 0.16 | $ | 1.43 | $ | (1.23) |
| Diluted income (loss) per share attributable to Belden stockholders: | ||||||||
| Continuing operations | $ | (1.15) | $ | 0.35 | $ | 1.37 | $ | 1.21 |
| Discontinued operations | — | 0.09 | — | (2.22) | ||||
| Disposal of discontinued operations | 0.04 | (0.28) | 0.04 | (0.22) | ||||
| Net income (loss) | $ | (1.11) | $ | 0.15 | $ | 1.41 | $ | (1.23) |
| Common stock dividends declared per share | $ | 0.05 | $ | 0.05 | $ | 0.20 | $ | 0.20 |
BELDEN INC.
OPERATING SEGMENT INFORMATION
(Unaudited)
| Enterprise Solutions | Industrial Solutions | Total Segments | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | ||||||||||
| For the three months ended December 31, 2021 | ||||||||||
| Segment Revenues | $ | 294,312 | $ | 343,246 | $ | 637,558 | ||||
| Segment EBITDA | 39,705 | 60,270 | 99,975 | |||||||
| Segment EBITDA margin | 13.5 | % | 17.6 | % | 15.7 | % | ||||
| Depreciation expense | 5,609 | 6,134 | 11,743 | |||||||
| Amortization of intangibles | 4,393 | 5,208 | 9,601 | |||||||
| Amortization of software development intangible assets | 22 | 792 | 814 | |||||||
| Severance, restructuring, and acquisition integration costs | 6,044 | 5,309 | 11,353 | |||||||
| Adjustments related to acquisitions and divestitures | — | (750) | (750) | |||||||
| Goodwill and other asset impairment | — | 131,178 | 131,178 | |||||||
| For the three months ended December 31, 2020 | ||||||||||
| Segment Revenues | $ | 227,731 | $ | 270,809 | $ | 498,540 | ||||
| Segment EBITDA | 26,140 | 47,259 | 73,399 | |||||||
| Segment EBITDA margin | 11.5 | % | 17.5 | % | 14.7 | % | ||||
| Depreciation expense | 5,447 | 5,954 | 11,401 | |||||||
| Amortization of intangibles | 5,396 | 10,693 | 16,089 | |||||||
| Amortization of software development intangible assets | 61 | 515 | 576 | |||||||
| Severance, restructuring, and acquisition integration costs | 1,410 | 1,400 | 2,810 | |||||||
| For the twelve months ended December 31, 2021 | ||||||||||
| Segment Revenues | $ | 1,074,426 | $ | 1,333,674 | $ | 2,408,100 | ||||
| Segment EBITDA | 143,236 | 227,946 | 371,182 | |||||||
| Segment EBITDA margin | 13.3 | % | 17.1 | % | 15.4 | % | ||||
| Depreciation expense | 21,594 | 24,346 | 45,940 | |||||||
| Amortization of intangibles | 17,595 | 20,751 | 38,346 | |||||||
| Amortization of software development intangible assets | 94 | 2,806 | 2,900 | |||||||
| Severance, restructuring, and acquisition integration costs | 13,800 | 10,092 | 23,892 | |||||||
| Adjustments related to acquisitions and divestitures | (6,828) | 1,792 | (5,036) | |||||||
| Goodwill and other asset impairment | — | 140,461 | 140,461 | |||||||
| For the twelve months ended December 31, 2020 | ||||||||||
| Segment Revenues | $ | 872,415 | $ | 990,301 | $ | 1,862,716 | ||||
| Segment EBITDA | 99,333 | 147,626 | 246,959 | |||||||
| Segment EBITDA margin | 11.4 | % | 14.9 | % | 13.3 | % | ||||
| Depreciation expense | 20,655 | 21,815 | 42,470 | |||||||
| Amortization of intangibles | 21,662 | 42,733 | 64,395 | |||||||
| Amortization of software development intangible assets | 245 | 1,576 | 1,821 | |||||||
| Severance, restructuring, and acquisition integrations costs | 7,720 | 4,538 | 12,258 | |||||||
| Adjustments related to acquisitions and divestitures | 125 | — | 125 |
BELDEN INC.
OPERATING SEGMENT RECONCILIATION TO CONSOLIDATED RESULTS
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||
| (In thousands) | ||||||||
| Total Segment Revenues | $ | 637,558 | $ | 498,540 | $ | 2,408,100 | $ | 1,862,716 |
| Adjustments related to acquisitions | 1,352 | — | — | — | ||||
| Consolidated Revenues | $ | 638,910 | $ | 498,540 | $ | 2,408,100 | $ | 1,862,716 |
| Total Segment EBITDA | $ | 99,975 | $ | 73,399 | $ | 371,182 | $ | 246,959 |
| Total non-operating pension benefit (cost) | 1,355 | (2,474) | 4,476 | (395) | ||||
| Non-operating pension settlement loss | — | 3,153 | — | 3,153 | ||||
| Eliminations | (47) | (78) | (119) | (480) | ||||
| Consolidated Adjusted EBITDA (1) | 101,283 | 74,000 | 375,539 | 249,237 | ||||
| Goodwill and other asset impairment | (131,178) | — | (140,461) | — | ||||
| Interest expense, net | (16,055) | (15,700) | (62,695) | (58,888) | ||||
| Depreciation expense | (11,743) | (11,401) | (45,940) | (42,470) | ||||
| Severance, restructuring, and acquisition integration costs | (11,353) | (2,810) | (23,892) | (12,258) | ||||
| Amortization of intangibles | (9,601) | (16,089) | (38,346) | (64,395) | ||||
| Amortization of software development intangible assets | (814) | (576) | (2,900) | (1,821) | ||||
| Loss on debt extinguishment | — | — | (5,715) | — | ||||
| Non-operating pension settlement loss | — | (3,153) | — | (3,153) | ||||
| Adjustments related to acquisitions and divestitures | 750 | — | 5,036 | (125) | ||||
| Gain on sale of note receivable | 27,036 | — | 27,036 | — | ||||
| Income from continuing operations before taxes | $ | (51,675) | $ | 24,271 | $ | 87,662 | $ | 66,127 |
(1)Consolidated Adjusted EBITDA is a non-GAAP measure. See Reconciliation of Non-GAAP Measures for additional information.
BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2021 | December 31, 2020 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| (In thousands) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 643,757 | $ | 501,994 |
| Receivables, net | 412,217 | 296,817 | ||
| Inventories, net | 345,354 | 247,298 | ||
| Other current assets | 65,700 | 52,289 | ||
| Total current assets | 1,467,028 | 1,098,398 | ||
| Property, plant and equipment, less accumulated depreciation | 349,814 | 368,620 | ||
| Operating lease right-of-use assets | 79,464 | 54,787 | ||
| Goodwill | 1,152,472 | 1,251,938 | ||
| Intangible assets, less accumulated amortization | 301,696 | 287,071 | ||
| Deferred income taxes | 32,321 | 29,536 | ||
| Other long-lived assets | 34,882 | 49,384 | ||
| $ | 3,417,677 | $ | 3,139,734 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 384,223 | $ | 244,120 |
| Accrued liabilities | 334,316 | 276,641 | ||
| Total current liabilities | 718,539 | 520,761 | ||
| Long-term debt | 1,459,991 | 1,573,726 | ||
| Postretirement benefits | 120,997 | 160,400 | ||
| Deferred income taxes | 59,990 | 38,400 | ||
| Long-term operating lease liabilities | 67,225 | 46,398 | ||
| Other long-term liabilities | 34,853 | 42,998 | ||
| Stockholders’ equity: | ||||
| Common stock | 503 | 503 | ||
| Additional paid-in capital | 833,627 | 823,605 | ||
| Retained earnings | 505,717 | 450,876 | ||
| Accumulated other comprehensive loss | (70,566) | (191,851) | ||
| Treasury stock | (313,994) | (332,552) | ||
| Total Belden stockholders’ equity | 955,287 | 750,581 | ||
| Noncontrolling interests | 795 | 6,470 | ||
| Total stockholders’ equity | 956,082 | 757,051 | ||
| $ | 3,417,677 | $ | 3,139,734 |
BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
| Twelve Months Ended | ||||
|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | |||
| (In thousands) | ||||
| Cash flows from operating activities: | ||||
| Net income (loss) | $ | 64,317 | $ | (55,058) |
| Adjustments to reconcile net income (loss) to net cash from operating activities: | ||||
| Depreciation and amortization | 87,988 | 108,687 | ||
| Goodwill and other asset impairment | 140,461 | 113,007 | ||
| Share-based compensation | 24,871 | 20,030 | ||
| Loss on debt extinguishment | 5,715 | — | ||
| Deferred income tax expense (benefit) | 3,575 | (19,410) | ||
| Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals: | ||||
| Receivables | (119,012) | 70,707 | ||
| Inventories | (92,984) | (8,507) | ||
| Accounts payable | 135,666 | (43,567) | ||
| Accrued liabilities | 61,241 | 7,374 | ||
| Income taxes | (6,448) | (22,823) | ||
| Other assets | (12,693) | 2,018 | ||
| Other liabilities | (20,642) | 906 | ||
| Net cash provided by operating activities | 272,055 | 173,364 | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (90,982) | (90,215) | ||
| Cash from (used for) business acquisitions, net of cash acquired | (73,340) | 590 | ||
| Purchase of intangible assets | (3,650) | — | ||
| Proceeds from disposal of tangible assets | 30,234 | 3,161 | ||
| Proceeds from disposal of businesses, net of cash sold | 45,735 | 54,821 | ||
| Net cash used for investing activities | (92,003) | (31,643) | ||
| Cash flows from financing activities: | ||||
| Payments under borrowing arrangements | (360,304) | (190,000) | ||
| Cash dividends paid | (9,056) | (9,029) | ||
| Debt issuance costs paid | (8,173) | — | ||
| Withholding tax payments for share-based payment awards | (5,570) | (1,388) | ||
| Payments under financing lease obligations | (3,151) | (194) | ||
| Payments to noncontrolling interest holders | (2,682) | — | ||
| Payments under share repurchase program | — | (35,000) | ||
| Payment of earnout consideration | — | (29,300) | ||
| Borrowings under credit arrangements | 356,010 | 190,000 | ||
| Net cash used for financing activities | (32,926) | (74,911) | ||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | (5,363) | 9,299 | ||
| Increase in cash and cash equivalents | 141,763 | 76,109 | ||
| Cash and cash equivalents, beginning of period | 501,994 | 425,885 | ||
| Cash and cash equivalents, end of period | $ | 643,757 | $ | 501,994 |
For the year ended December 31, 2020, the Condensed Consolidated Cash Flow Statement includes the results of discontinued operations up to the disposal date, July 2, 2020.
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 | Twelve Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||||||||||||
| (In thousands, except percentages and per share amounts) | ||||||||||||||||||
| GAAP revenues | $ | 638,910 | $ | 498,540 | $ | 2,408,100 | $ | 1,862,716 | ||||||||||
| Adjustments related to acquisitions | (1,352) | — | — | — | ||||||||||||||
| Adjusted revenues | $ | 637,558 | $ | 498,540 | $ | 2,408,100 | $ | 1,862,716 | ||||||||||
| GAAP gross profit | $ | 228,207 | $ | 175,256 | $ | 854,362 | $ | 663,289 | ||||||||||
| Severance, restructuring, and acquisition integration costs | 7,002 | 482 | 11,308 | 704 | ||||||||||||||
| Amortization of software development intangible assets | 814 | 576 | 2,900 | 1,821 | ||||||||||||||
| Adjustments related to acquisitions and divestitures | (1,352) | — | 2,349 | 125 | ||||||||||||||
| Adjusted gross profit | $ | 234,671 | $ | 176,314 | $ | 870,919 | $ | 665,939 | ||||||||||
| GAAP gross profit margin | 35.7 | % | 35.2 | % | 35.5 | % | 35.6 | % | ||||||||||
| Adjusted gross profit margin | 36.8 | % | 35.4 | % | 36.2 | % | 35.8 | % | ||||||||||
| GAAP selling, general and administrative expenses | $ | (121,652) | $ | (91,059) | $ | (426,335) | $ | (366,188) | ||||||||||
| Severance, restructuring, and acquisition integration costs | 4,351 | 2,328 | 12,584 | 11,554 | ||||||||||||||
| Adjustments related to acquisitions and divestitures | 602 | — | (7,385) | — | ||||||||||||||
| Adjusted selling, general and administrative expenses | $ | (116,699) | $ | (88,731) | $ | (421,136) | $ | (354,634) | ||||||||||
| GAAP and adjusted research and development expenses | $ | (29,787) | $ | (25,663) | $ | (124,660) | $ | (107,296) | ||||||||||
| GAAP income (loss) from continuing operations | $ | (51,573) | $ | 15,770 | $ | 62,457 | $ | 54,403 | ||||||||||
| Interest expense, net | 16,055 | 15,700 | 62,695 | 58,888 | ||||||||||||||
| Income tax expense (benefit) | (102) | 8,501 | 25,205 | 11,724 | ||||||||||||||
| Gain on sale of note receivable | (27,036) | — | (27,036) | — | ||||||||||||||
| Loss on debt extinguishment | — | — | 5,715 | — | ||||||||||||||
| Non-operating pension settlement loss | — | 3,153 | — | 3,153 | ||||||||||||||
| Total non-operating adjustments | (11,083) | 27,354 | 66,579 | 73,765 | ||||||||||||||
| Goodwill and other asset impairment | 131,178 | — | 140,461 | — | ||||||||||||||
| Severance, restructuring, and acquisition integration costs | 11,353 | 2,810 | 23,892 | 12,258 | ||||||||||||||
| Amortization of intangible assets | 9,601 | 16,089 | 38,346 | 64,395 | ||||||||||||||
| Amortization of software development intangible assets | 814 | 576 | 2,900 | 1,821 | ||||||||||||||
| Adjustments related to acquisitions and divestitures | (750) | — | (5,036) | 125 | ||||||||||||||
| Total operating income adjustments | 152,196 | 19,475 | 200,563 | 78,599 | ||||||||||||||
| Depreciation expense | 11,743 | 11,401 | 45,940 | 42,470 | ||||||||||||||
| Adjusted EBITDA | $ | 101,283 | $ | 74,000 | $ | 375,539 | $ | 249,237 | ||||||||||
| GAAP income (loss) from continuing operations margin | (8.1) | % | 3.2 | % | 2.6 | % | 2.9 | % | ||||||||||
| Adjusted EBITDA margin | 15.9 | % | 14.8 | % | 15.6 | % | 13.4 | % | ||||||||||
| GAAP income (loss) from continuing operations | $ | (51,573) | $ | 15,770 | $ | 62,457 | $ | 54,403 | ||||||||||
| Less: Net income attributable to noncontrolling interest | 56 | 25 | 392 | 104 | ||||||||||||||
| GAAP net income (loss) from continuing operations attributable to Belden stockholders | $ | (51,629) | $ | 15,745 | $ | 62,065 | $ | 54,299 | ||||||||||
| GAAP income (loss) from continuing operations | $ | (51,573) | $ | 15,770 | $ | 62,457 | $ | 54,403 | ||||||||||
| Plus: Operating income adjustments from above | 152,196 | 19,475 | 200,563 | 78,599 | ||||||||||||||
| Plus: Loss on debt extinguishment | — | — | 5,715 | — | ||||||||||||||
| Plus: Non-operating pension settlement loss | — | 3,153 | — | 3,153 | ||||||||||||||
| Less: Gain on sale of note receivable | 27,036 | — | 27,036 | — | ||||||||||||||
| Less: Net income attributable to noncontrolling interest | 56 | 25 | 392 | 104 | ||||||||||||||
| Less: Tax effect of adjustments above | 13,363 | (2,172) | 24,365 | 12,515 | ||||||||||||||
| Adjusted net income from continuing operations attributable to Belden stockholders | $ | 60,168 | $ | 40,545 | $ | 216,942 | $ | 123,536 | ||||||||||
| GAAP income (loss) from continuing operations per diluted share attributable to Belden stockholders | $ | (1.15) | $ | 0.35 | $ | 1.37 | $ | 1.21 | ||||||||||
| Adjusted income from continuing operations per diluted share attributable to Belden stockholders | $ | 1.32 | $ | 0.90 | $ | 4.78 | $ | 2.75 | ||||||||||
| GAAP diluted weighted average shares | 44,927 | 44,848 | 45,361 | 44,937 | ||||||||||||||
| Adjustment for anti-dilutive shares that are dilutive under adjusted measures | 802 | — | — | — | ||||||||||||||
| Adjusted diluted weighted average shares | 45,729 | 44,848 | 45,361 | 44,937 | ||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| April 4, 2021 | July 4, 2021 | October 3, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2020 | |||||||||||||
| (In thousands, except percentages and per share amounts) | ||||||||||||||||||
| GAAP revenues | $ | 536,381 | $ | 601,974 | $ | 630,835 | $ | 638,910 | $ | 2,408,100 | $ | 1,862,716 | ||||||
| Adjustments related to acquisitions | — | 849 | 503 | (1,352) | — | — | ||||||||||||
| Less: Tripwire revenues | 27,698 | $ | 26,117 | $ | 26,074 | $ | 26,951 | $ | 106,840 | $ | 110,524 | |||||||
| Adjusted revenues excluding Tripwire | $ | 508,683 | $ | 576,706 | $ | 605,264 | $ | 610,607 | $ | 2,301,260 | $ | 1,752,192 | ||||||
| GAAP gross profit | $ | 191,344 | $ | 211,535 | $ | 223,276 | $ | 228,207 | $ | 854,362 | $ | 663,289 | ||||||
| Severance, restructuring, and acquisition integration costs | 260 | 1,103 | 2,943 | 7,002 | 11,308 | 704 | ||||||||||||
| Amortization of software development intangible assets | 689 | 607 | 790 | 814 | 2,900 | 1,821 | ||||||||||||
| Adjustments related to acquisitions and divestitures | 816 | 1,995 | 890 | (1,352) | 2,349 | 125 | ||||||||||||
| Less: Tripwire gross profit | 22,441 | 20,466 | 20,255 | 20,678 | 83,840 | 88,630 | ||||||||||||
| Adjusted gross profit excluding Tripwire | $ | 170,668 | $ | 194,774 | $ | 207,644 | $ | 213,993 | $ | 787,079 | $ | 577,309 | ||||||
| GAAP gross profit margin | 35.7 | % | 35.1 | % | 35.4 | % | 35.7 | % | 35.5 | % | 35.6 | % | ||||||
| Adjusted gross profit margin excluding Tripwire | 33.6 | % | 33.8 | % | 34.3 | % | 35.0 | % | 34.2 | % | 32.9 | % | ||||||
| GAAP selling, general and administrative expenses | $ | (91,453) | $ | (105,554) | $ | (107,676) | $ | (121,652) | $ | (426,335) | $ | (366,188) | ||||||
| Severance, restructuring, and acquisition integration costs | 4,911 | 1,937 | 1,385 | 4,351 | 12,584 | 11,554 | ||||||||||||
| Adjustments related to acquisitions and divestitures | (7,191) | (83) | (713) | 602 | (7,385) | — | ||||||||||||
| Less: Tripwire selling, general and administrative expenses | (10,819) | (11,984) | (12,339) | (13,142) | (48,284) | (42,629) | ||||||||||||
| Adjusted selling, general and administrative expenses excluding Tripwire | $ | (82,914) | $ | (91,716) | $ | (94,665) | $ | (103,557) | $ | (372,852) | $ | (312,005) | ||||||
| GAAP research and development expenses | $ | (31,500) | $ | (30,922) | $ | (32,451) | $ | (29,787) | $ | (124,660) | $ | (107,296) | ||||||
| Less: Tripwire research and development expenses | (8,888) | (8,659) | (9,216) | (7,670) | (34,433) | (34,276) | ||||||||||||
| Adjusted research and development expenses excluding Tripwire | $ | (22,612) | $ | (22,263) | $ | (23,235) | $ | (22,117) | $ | (90,227) | $ | (73,020) | ||||||
| GAAP income (loss) from continuing operations | $ | 28,741 | $ | 43,972 | $ | 41,317 | $ | (51,573) | $ | 62,457 | $ | 54,403 | ||||||
| Interest expense, net | 15,511 | 14,878 | 16,251 | 16,055 | 62,695 | 58,888 | ||||||||||||
| Income tax expense (benefit) | 7,880 | 8,552 | 8,875 | (102) | 25,205 | 11,724 | ||||||||||||
| Gain on sale of note receivable | — | — | — | (27,036) | (27,036) | — | ||||||||||||
| Loss on debt extinguishment | — | — | 5,715 | — | 5,715 | — | ||||||||||||
| Non-operating pension settlement loss | — | — | — | — | — | 3,153 | ||||||||||||
| Total non-operating adjustments | 23,391 | 23,430 | 30,841 | (11,083) | 66,579 | 73,765 | ||||||||||||
| Goodwill and other asset impairment | 6,996 | — | 2,287 | 131,178 | 140,461 | — | ||||||||||||
| Severance, restructuring, and acquisition integration costs | 5,171 | 3,040 | 4,328 | 11,353 | 23,892 | 12,258 | ||||||||||||
| Amortization of intangible assets | 9,947 | 9,102 | 9,696 | 9,601 | 38,346 | 64,395 | ||||||||||||
| Amortization of software development intangible assets | 689 | 607 | 790 | 814 | 2,900 | 1,821 | ||||||||||||
| Adjustments related to acquisitions and divestitures | (6,375) | 1,912 | 177 | (750) | (5,036) | 125 | ||||||||||||
| Total operating income adjustments | 16,428 | 14,661 | 17,278 | 152,196 | 200,563 | 78,599 | ||||||||||||
| Depreciation expense | 11,560 | 11,367 | 11,270 | 11,743 | 45,940 | 42,470 | ||||||||||||
| Adjusted EBITDA | 80,120 | 93,430 | 100,706 | 101,283 | 375,539 | 249,237 | ||||||||||||
| Less: Tripwire adjusted EBITDA | 3,567 | 532 | (616) | 507 | 3,990 | 14,875 | ||||||||||||
| Adjusted EBITDA excluding Tripwire | $ | 76,553 | $ | 92,898 | $ | 101,322 | $ | 100,776 | $ | 371,549 | $ | 234,362 | ||||||
| GAAP income (loss) from continuing operations margin | 5.4 | % | 7.3 | % | 6.5 | % | (8.1) | % | 2.6 | % | 2.9 | % | ||||||
| Adjusted EBITDA margin excluding Tripwire | 15.0 | % | 16.1 | % | 16.7 | % | 16.5 | % | 16.1 | % | 13.4 | % | ||||||
| GAAP income (loss) from continuing operations | $ | 28,741 | $ | 43,972 | $ | 41,317 | $ | (51,573) | $ | 62,457 | $ | 54,403 | ||||||
| Less: Net income attributable to noncontrolling interest | 75 | 208 | 53 | 56 | 392 | 104 | ||||||||||||
| GAAP net income (loss) from continuing operations attributable to Belden stockholders | $ | 28,666 | $ | 43,764 | $ | 41,264 | $ | (51,629) | $ | 62,065 | $ | 54,299 | ||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| April 4, 2021 | July 4, 2021 | October 3, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2020 | |||||||||||||
| (In thousands, except percentages and per share amounts) | ||||||||||||||||||
| GAAP income (loss) from continuing operations | $ | 28,741 | $ | 43,972 | $ | 41,317 | $ | (51,573) | $ | 62,457 | $ | 54,403 | ||||||
| Plus: Operating income adjustments from above | 16,428 | 14,661 | 17,278 | 152,196 | 200,563 | 78,599 | ||||||||||||
| Plus: Loss on debt extinguishment | — | — | 5,715 | — | 5,715 | — | ||||||||||||
| Plus: Non-operating pension settlement loss | — | — | — | — | — | 3,153 | ||||||||||||
| Less: Gain on sale of note receivable | — | — | — | 27,036 | 27,036 | — | ||||||||||||
| Less: Net income attributable to noncontrolling interest | 75 | 208 | 53 | 56 | 392 | 104 | ||||||||||||
| Less: Tax effect of adjustments above | 2,688 | 3,676 | 4,638 | 13,363 | 24,365 | 12,515 | ||||||||||||
| Less: Tripwire adjusted net income (loss) | 2,042 | (337) | (972) | 715 | 1,448 | 10,374 | ||||||||||||
| Adjusted net income from continuing operations attributable to Belden stockholders excluding Tripwire | $ | 40,364 | $ | 55,086 | $ | 60,591 | $ | 59,453 | $ | 215,494 | $ | 113,162 | ||||||
| GAAP income (loss) from continuing operations per diluted share attributable to Belden stockholders | $ | 0.64 | $ | 0.97 | $ | 0.91 | $ | (1.15) | $ | 1.37 | $ | 1.21 | ||||||
| Adjusted income from continuing operations excluding Tripwire per diluted share attributable to Belden stockholders | $ | 0.90 | $ | 1.22 | $ | 1.33 | $ | 1.30 | $ | 4.75 | $ | 2.52 | ||||||
| GAAP diluted weighted average shares | 45,045 | 45,262 | 45,425 | 44,927 | 45,361 | 44,937 | ||||||||||||
| Adjustment for anti-dilutive shares that are dilutive under adjusted measures | — | — | — | 802 | — | — | ||||||||||||
| Adjusted diluted weighted average shares | 45,045 | 45,262 | 45,425 | 45,729 | 45,361 | 44,937 |
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 | Twelve Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||
| (In thousands) | ||||||||
| GAAP net cash provided by operating activities | $ | 170,136 | $ | 134,675 | $ | 272,055 | $ | 173,364 |
| Capital expenditures, net of proceeds from the disposal of tangible assets | (8,428) | (33,335) | (60,748) | (87,054) | ||||
| Non-GAAP free cash flow | $ | 161,708 | $ | 101,340 | $ | 211,307 | $ | 86,310 |
BELDEN INC.
RECONCILIATION OF NON-GAAP MEASURES
2022 Guidance
| Year Ended | Three Months Ended | |
|---|---|---|
| December 31, 2022 | April 3, 2022 | |
| (In thousands) | ||
| GAAP income from continuing operations per diluted share attributable to Belden common stockholders | $4.10 - $4.45 | $0.76 - $0.86 |
| Amortization of intangible assets | 0.59 | 0.16 |
| Severance, restructuring, and acquisition integration costs | 0.31 | 0.11 |
| Adjusted income from continuing operations per diluted share attributable to Belden common stockholders | $5.00 - $5.35 | $1.03 - $1.13 |
Our guidance 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, adjustments related to acquisitions and divestitures, 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 subject matter of this release may contain forward-looking statements, including our expectations for the first quarter and full-year 2022, the Tripwire divestiture, and the results of our restructuring program. Forward-looking statements also include any 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 lack of certainty as to the duration and magnitude of the impact of COVID-19 and the economic recovery from that impact; the impact of a challenging global economy or a downturn in served markets; disruptions in the Company’s information systems including due to cyber-attacks leading to exposures of personally identifiable information; changes in tax laws and variability in the Company’s quarterly and annual effective tax rates; the cost and availability of raw materials including copper, plastic compounds, electronic components, and other materials, particularly given the recent increase in inflation and the financial impact if we are not able to pass through cost increases to customers; the impact of the recent disruptions in the global supply chain, including the inability to obtain components in sufficient quantities on commercially reasonable terms; the competitiveness of the global markets in which we operate; difficulty in forecasting revenue due to the unpredictable timing of orders related to customer projects as well as the impacts of channel inventory; the presence of substitute products in the marketplace; the increased prevalence of cloud computing; the inability of the Company to develop and introduce new products and competitive responses to our products; the increased influence of chief information officers on purchasing decisions; 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 inability to successfully complete and integrate acquisitions in furtherance of the Company’s strategic plan; foreign and domestic political, economic and other uncertainties, including changes in currency exchange rates; the impact of changes in global tariffs and trade agreements; volatility in credit and foreign exchange markets; the presence of activists proposing certain actions by the Company; 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 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 Quarterly Report on Form 10-Q for the period ended July 4, 2021, filed with the SEC on August 9, 2021. 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 audio, video and data 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 America, Europe, Asia, and Africa. 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
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