BELDEN INC. - FORM 8-K - EX-99.2

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8-K - FORM 8-K - BELDEN INC.	c61946e8vk.htm
EX-99.1 - EX-99.1 - BELDEN INC.	c61946exv99w1.htm

Exhibit 99.2

BELDEN INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On December 16, 2010, Belden Inc. (Belden) completed the sale of Trapeze Networks, Inc. (Trapeze) to Juniper Networks, Inc. for a purchase price of approximately $152.1 million. Approximately $15.2 million of the purchase price was deposited into an escrow account according to terms negotiated between the parties. The purchase price is subject to adjustment based on a post-closing analysis of the closing date balance sheet. The following unaudited condensed pro forma consolidated balance sheet of Belden as of October 3, 2010, assumes that the sale of Trapeze had been completed as of such date. The following unaudited condensed pro forma consolidated statements of operations of Belden for the nine months ended October 3, 2010 and for the years ended December 31, 2009 and 2008 assume that the sale of Trapeze had been completed as of July 16, 2008, the date that Belden acquired Trapeze. The unaudited pro forma results do not purport to be indicative of the results that would have been obtained if the sale of Trapeze had been completed as of such dates.

BELDEN INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
OCTOBER 3, 2010
(Unaudited)


			Pro Forma Adjustments
	Belden Inc.					Other		Belden Inc.
	Historical		Trapeze (1)			Adjustments (2)		Pro Forma
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	296,081	$	(482	)	$	136,890	$	432,489
Receivables, net		291,132		(8,391	)		15,210		297,951
Inventories, net		167,483		(3,064	)		—		164,419
Deferred income taxes		26,854		(5,882	)		—		20,972
Other current assets		18,077		(1,862	)		—		16,215

Total current assets		799,627		(19,681	)		152,100		932,046

Property, plant and equipment, less accumulated depreciation		282,517		(1,151	)		—		281,366
Goodwill		308,864		(39,904	)		—		268,960
Intangible assets, less accumulated amortization		128,014		(21,764	)		—		106,250
Deferred income taxes		36,376		(29,044	)		—		7,332
Other long-lived assets		70,261		(543	)		—		69,718

	$	1,625,659	$	(112,087	)	$	152,100	$	1,665,672


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	203,835	$	(4,010	)	$	—	$	199,825
Accrued liabilities		140,602		(10,450	)		12,700		142,852

Total current liabilities		344,437		(14,460	)		12,700		342,677

Long-term debt		551,247		—			—		551,247
Postretirement benefits		115,642		—			—		115,642
Other long-term liabilities		31,050		(1,603	)		—		29,447
Stockholders’ equity:
Common stock		503		—			—		503
Other stockholders’ equity		582,780		(96,024	)		139,400		626,156

Total stockholders’ equity		583,283		(96,024	)		139,400		626,659

	$	1,625,659	$	(112,087	)	$	152,100	$	1,665,672

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BELDEN INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED OCTOBER 3, 2010
(Unaudited)


	Belden Inc.						Belden Inc.
	Historical			Trapeze (3)			Pro Forma
	(In thousands, except per share data)

Revenues	$	1,237,961		$	46,047		$	1,191,914
Cost of sales		(868,061	)		(22,045	)		(846,016	)

Gross profit		369,900			24,002			345,898
Selling, general and administrative expenses		(219,775	)		(16,020	)		(203,755	)
Research and development		(42,991	)		(11,885	)		(31,106	)
Amortization of intangibles		(12,558	)		(4,657	)		(7,901	)
Income from equity method investment		8,905			—			8,905

Operating income (loss)		103,481			(8,560	)		112,041
Interest expense		(38,912	)		(1	)		(38,911	)
Interest income		446			49			397
Other income		1,465			—			1,465

Income (loss) from continuing operations before taxes		66,480			(8,512	)		74,992
Income tax benefit (expense)		(14,014	)		2,765			(16,779	)

Income (loss) from continuing operations	$	52,466		$	(5,747	)	$	58,213


Weighted average number of common shares and equivalents:
Basic		46,762						46,762
Diluted		47,665						47,665

Income from continuing operations per share:
Basic	$	1.12					$	1.24
Diluted		1.10						1.22

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BELDEN INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
(Unaudited)


	Belden Inc.						Belden Inc.
	Historical			Trapeze (3)			Pro Forma
	(In thousands, except per share amounts)

Revenues	$	1,415,262		$	53,246		$	1,362,016
Cost of sales		(1,002,064	)		(27,733	)		(974,331	)

Gross profit		413,198			25,513			387,685
Selling, general and administrative expenses		(289,672	)		(27,199	)		(262,473	)
Research and development		(60,870	)		(20,428	)		(40,442	)
Amortization of intangibles		(16,080	)		(6,210	)		(9,870	)
Loss on sale of assets		(17,184	)		—			(17,184	)
Asset impairment		(27,751	)		—			(27,751	)

Operating income (loss)		1,641			(28,324	)		29,965
Interest expense		(41,857	)		(3	)		(41,854	)
Interest income		1,046			3			1,043
Other income		4,756			—			4,756

Loss from continuing operations before taxes		(34,414	)		(28,324	)		(6,090	)
Income tax benefit (expense)		10,909			12,399			(1,490	)

Loss from continuing operations	$	(23,505	)	$	(15,925	)	$	(7,580	)


Weighted average number of common shares and equivalents:
Basic		46,594						46,594
Diluted		46,594						46,594

Loss from continuing operations per share:
Basic	$	(0.50	)				$	(0.16	)
Diluted		(0.50	)					(0.16	)

-3-

BELDEN INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
(Unaudited)


	Belden Inc.						Belden Inc.
	Historical			Trapeze (3)			Pro Forma
	(In thousands, except per share amounts)

Revenues	$	2,005,890		$	13,722		$	1,992,168
Cost of sales		(1,442,208	)		(9,262	)		(1,432,946	)

Gross profit		563,682			4,460			559,222
Selling, general and administrative expenses		(362,122	)		(14,432	)		(347,690	)
Research and development		(50,089	)		(8,268	)		(41,821	)
Amortization of intangibles		(13,440	)		(3,566	)		(9,874	)
Loss on sale of assets		(3,727	)		—			(3,727	)
Goodwill impairment		(433,737	)		(29,541	)		(404,196	)
Other asset impairment		(42,755	)		(3,267	)		(39,488	)

Operating loss		(342,188	)		(54,614	)		(287,574	)
Interest expense		(37,908	)		—			(37,908	)
Interest income		5,300			15			5,285
Other income		6,326			—			6,326

Loss from continuing operations before taxes		(368,470	)		(54,599	)		(313,871	)
Income tax benefit (expense)		6,644			9,126			(2,482	)

Loss from continuing operations	$	(361,826	)	$	(45,473	)	$	(316,353	)

Weighted average number of common shares and equivalents:
Basic		44,692						44,692
Diluted		44,692						44,692
Loss from continuing operations per share:
Basic	$	(8.10	)				$	(7.08	)
Diluted		(8.10	)					(7.08	)

-4-

BELDEN INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

	(1)		Elimination of Trapeze’s assets and liabilities (intercompany balances are excluded) from Belden’s historical net assets as a result of the disposition.

	(2)		Reflects other effects of the disposition including: (i) the cash proceeds of $136.9 million received at closing, (ii) the receivable of $15.2 million related to the amount deposited into an escrow account, and (iii) tax adjustments related to the disposition. The estimated after-tax gain on the sale of Trapeze assuming the disposition closed on October 3, 2010 is $43.4 million. The actual gain will be determined as of the closing date, December 16, 2010, and could be materially different than this estimate.

	(3)		Deduction of Trapeze’s revenues and expenses from Belden’s historical results as a result of the disposition.

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