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8-K - 8-K - BELDEN INC.bdc-20201028.htm

Exhibit 99.1
 
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  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 Results for Third Quarter 2020


St. Louis, Missouri – October 28, 2020 - Belden Inc. (NYSE: BDC), a leading global supplier of specialty networking solutions, today reported fiscal third quarter 2020 results for the period ended September 27, 2020.

Third Quarter 2020

Revenues for the quarter totaled $475.8 million, compared to $533.1 million in the prior-year period. EPS totaled $0.46 compared to $0.83 in the third quarter 2019.

Adjusted EPS was $0.72 compared to $1.19 in the third quarter 2019. 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, “Business conditions improved during the third quarter, and I am pleased to report solid double-digit sequential increases in revenue, EPS and cash flow. We expect to deliver the full $15 million quarterly run rate savings in the fourth quarter 2020 associated with our $60 million SG&A cost reduction program. We are comfortable with our balance sheet and liquidity position, and as a result we repaid all remaining short-term revolver borrowings during the third quarter.”

Outlook

“Demand trends and visibility in our business are improving. As a result, we are resuming our traditional guidance practices. Assuming no further material disruptions related to COVID-19, we expect modest sequential improvement in underlying demand in the fourth quarter. Throughout this challenging period, we continue to invest in our business and align our portfolio around the favorable secular trends in industrial automation, cybersecurity, broadband & 5G, and smart buildings. The Company is well positioned for improving growth and robust margin expansion,” said Mr. Vestjens.

The Company expects fourth quarter 2020 revenues to be $460 - $485 million. For the full year ending December 31, 2020, the Company expects revenues to be $1.824 - $1.849 billion.

The Company expects fourth quarter 2020 GAAP EPS to be $0.13 - $0.28. For the full year ending December 31, 2020, the Company expects GAAP EPS of $0.99 - $1.14.

The Company expects fourth quarter 2020 adjusted EPS to be $0.63 - $0.78. For the full year ending December 31, 2020, the Company expects adjusted EPS of $2.47 - $2.62.

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.






Earnings per Share (EPS)

All references to EPS within this earnings release refer to income from continuing operations per diluted share attributable to Belden common stockholders.

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 EndedNine Months Ended
 September 27, 2020September 29, 2019September 27, 2020September 29, 2019
 (In thousands, except per share data)
Revenues$475,839 $533,098 $1,364,176 $1,581,590 
Cost of sales(308,247)(334,293)(876,143)(990,857)
Gross profit167,592 198,805 488,033 590,733 
Selling, general and administrative expenses(85,037)(98,245)(275,129)(298,654)
Research and development expenses(30,324)(23,992)(81,633)(72,014)
Amortization of intangibles(16,104)(19,026)(48,306)(56,258)
Operating income36,127 57,542 82,965 163,807 
Interest expense, net(15,607)(14,002)(43,188)(41,951)
Non-operating pension benefit680 544 2,079 1,684 
Income from continuing operations before taxes21,200 44,084 41,856 123,540 
Income tax expense(631)(6,053)(3,223)(16,179)
Income from continuing operations20,569 38,031 38,633 107,361 
Loss from discontinued operations, net of tax(6,231)(335,046)(103,395)(336,908)
Gain on disposal of discontinued operations, net of tax2,743 — 2,743 — 
Net income (loss) 17,081 (297,015)(62,019)(229,547)
Less: Net income (loss) attributable to noncontrolling interest85 (6)79 60 
Net income (loss) attributable to Belden16,996 (297,009)(62,098)(229,607)
Less: Preferred stock dividends— 971 — 18,437 
Net income (loss) attributable to Belden common stockholders$16,996 $(297,980)$(62,098)$(248,044)
Weighted average number of common shares and equivalents:
Basic44,567 44,444 44,834 41,090 
Diluted44,709 44,610 44,968 41,299 
Basic income (loss) per share attributable to Belden common stockholders:
        Continuing operations attributable to Belden common stockholders$0.46 $0.83 $0.86 $2.16 
        Discontinued operations attributable to Belden common stockholders(0.14)(7.54)(2.31)(8.20)
        Disposal of discontinued operations attributable to Belden common stockholders0.06 — 0.06 — 
Net income (loss) per share attributable to Belden common stockholders$0.38 $(6.70)$(1.39)$(6.04)
Diluted income (loss) per share attributable to Belden common stockholders:
        Continuing operations attributable to Belden common stockholders $0.46 $0.83 $0.86 $2.15 
        Discontinued operations attributable to Belden common stockholders(0.14)(7.54)(2.31)(8.20)
        Disposal of discontinued operations attributable to Belden common stockholders0.06 — 0.06 — 
Net income (loss) per share attributable to Belden common stockholders$0.38 $(6.70)$(1.39)$(6.04)
Common stock dividends declared per share$0.05 $0.05 $0.15 $0.15 




BELDEN INC.
OPERATING SEGMENT INFORMATION
(Unaudited)

Effective January 1, 2020, we transferred our West Penn Wire business and multi-conductor product lines from the Enterprise Solutions segment to the Industrial Solutions segment, and as such, have recast the prior period segment information.

Enterprise SolutionsIndustrial SolutionsTotal Segments
 (In thousands, except percentages)
For the three months ended September 27, 2020
Segment Revenues$229,097 $246,742 $475,839 
Segment EBITDA26,250 38,391 64,641 
Segment EBITDA margin11.5 %15.6 %13.6 %
Depreciation expense5,005 5,450 10,455 
Amortization of intangibles5,408 10,696 16,104 
Amortization of software development intangible assets73 456 529 
Severance, restructuring, and acquisition integration costs1,337 20 1,357 
For the three months ended September 29, 2019
Segment Revenues$247,236 $285,862 $533,098 
Segment EBITDA35,868 54,849 90,717 
Segment EBITDA margin14.5 %19.2 %17.0 %
Depreciation expense4,919 5,060 9,979 
Amortization of intangibles6,269 12,757 19,026 
Amortization of software development intangible assets49 36 85 
Severance, restructuring, and acquisition integration costs3,047 — 3,047 
Purchase accounting effects of acquisitions(186)— (186)
For the nine months ended September 27, 2020
Segment Revenues$644,684 $719,492 $1,364,176 
Segment EBITDA73,193 100,367 173,560 
Segment EBITDA margin11.4 %13.9 %12.7 %
Depreciation expense15,208 15,861 31,069 
Amortization of intangibles16,266 32,040 48,306 
Amortization of software development intangible assets184 1,061 1,245 
Severance, restructuring, and acquisition integrations costs6,310 3,138 9,448 
Purchase accounting effects of acquisitions125 — 125 
For the nine months ended September 29, 2019
Segment Revenues$699,644 $881,946 $1,581,590 
Segment EBITDA93,074 165,257 258,331 
Segment EBITDA margin13.3 %18.7 %16.3 %
Depreciation expense14,576 15,414 29,990 
Amortization of intangibles16,694 39,564 56,258 
Amortization of software development intangible assets120 87 207 
Severance, restructuring, and acquisition integrations costs5,566 — 5,566 
Purchase accounting effects of acquisitions532 — 532 




BELDEN INC.
OPERATING SEGMENT RECONCILIATION TO CONSOLIDATED RESULTS
(Unaudited)
 
 Three Months EndedNine Months Ended
 September 27, 2020September 29, 2019September 27, 2020September 29, 2019
 (In thousands)
Total Segment Revenues$475,839 $533,098 $1,364,176 $1,581,590 
    Deferred revenue adjustments — — — — 
Consolidated Revenues$475,839 $533,098 $1,364,176 $1,581,590 
Total Segment EBITDA$64,641 $90,717 $173,560 $258,331 
    Eliminations(69)(1,224)(402)(1,971)
    Total non-operating pension benefit680 544 2,079 1,684 
Consolidated Adjusted EBITDA (1)65,252 90,037 175,237 258,044 
    Amortization of intangibles (16,104)(19,026)(48,306)(56,258)
    Interest expense, net(15,607)(14,002)(43,188)(41,951)
    Depreciation expense(10,455)(9,979)(31,069)(29,990)
    Severance, restructuring, and acquisition integration costs(1,357)(3,047)(9,448)(5,566)
    Amortization of software development intangible assets(529)(85)(1,245)(207)
    Purchase accounting effects related to acquisitions— 186 (125)(532)
Income from continuing operations before taxes $21,200 $44,084 $41,856 $123,540 
 
(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 27, 2020December 31, 2019
(Unaudited)
 (In thousands)
ASSETS
Current assets:
Cash and cash equivalents$391,497 $407,480 
Receivables, net331,232 334,634 
Inventories, net244,815 231,333 
Other current assets39,211 29,172 
Current assets of discontinued operations— 375,135 
            Total current assets1,006,755 1,377,754 
Property, plant and equipment, less accumulated depreciation347,668 345,918 
Operating lease right-of-use assets57,380 62,251 
Goodwill1,247,432 1,243,669 
Intangible assets, less accumulated amortization294,592 339,505 
Deferred income taxes29,845 25,216 
Other long-lived assets52,410 12,446 
$3,036,082 $3,406,759 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$211,269 $268,466 
Accrued liabilities246,513 283,799 
Current liabilities of discontinued operations— 170,279 
Total current liabilities457,782 722,544 
Long-term debt1,500,716 1,439,484 
Postretirement benefits130,581 136,227 
Deferred income taxes48,896 48,725 
Long-term operating lease liabilities49,209 55,652 
Other long-term liabilities50,311 38,308 
Stockholders’ equity:
Common stock503 503 
Additional paid-in capital818,661 811,955 
Retained earnings446,198 518,004 
Accumulated other comprehensive loss(137,458)(63,418)
Treasury stock(335,508)(307,197)
Total Belden stockholders’ equity792,396 959,847 
Noncontrolling interests6,191 5,972 
Total stockholders’ equity798,587 965,819 
$3,036,082 $3,406,759 






BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
 
 Nine Months Ended
 September 27, 2020September 29, 2019
 (In thousands)
Cash flows from operating activities:
Net loss$(62,019)$(229,547)
Adjustments to reconcile net loss to net cash provided by operating activities:
Asset impairment of discontinued operations113,007 342,146 
Depreciation and amortization80,620 108,328 
Share-based compensation13,650 12,115 
Gain on disposal of business(2,743)— 
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables35,645 6,002 
Inventories(9,327)32,261 
Accounts payable(69,579)(78,346)
Accrued liabilities(11,646)(70,368)
Income taxes(30,416)(19,650)
Other assets1,860 (9,088)
Other liabilities(20,363)(4,336)
Net cash provided by operating activities38,689 89,517 
Cash flows from investing activities:
Capital expenditures(56,809)(74,068)
Cash used to acquire businesses, net of cash acquired590 (50,951)
Proceeds from disposal of tangible assets3,090 19 
Proceeds from disposal of business, net of cash sold50,051 — 
Net cash used for investing activities(3,078)(125,000)
Cash flows from financing activities:
Borrowings on revolver190,000 — 
Payments under borrowing arrangements(190,000)— 
Payments under share repurchase program(35,000)(50,000)
Payment of earnout consideration(29,300)— 
Cash dividends paid(6,800)(32,153)
Withholding tax payments for share-based payment awards(1,331)(2,063)
Other(154)(232)
Net cash used for financing activities(72,585)(84,448)
Effect of foreign currency exchange rate changes on cash and cash equivalents2,586 (3,937)
   Decrease in cash and cash equivalents (34,388)(123,868)
Cash and cash equivalents, beginning of period425,885 420,610 
   Cash and cash equivalents, end of period$391,497 $296,742 

For all periods presented, the Consolidated Cash Flow Statement includes the results of the Grass Valley disposal group 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 EndedNine Months Ended
September 27, 2020September 29, 2019September 27, 2020September 29, 2019
(In thousands, except percentages and per share amounts)
GAAP and adjusted revenues$475,839 $533,098 $1,364,176 $1,581,590 
GAAP gross profit$167,592 $198,805 $488,033 $590,733 
Amortization of software development intangible assets529 85 1,245 207 
Severance, restructuring, and acquisition integration costs85 792 222 1,092 
Purchase accounting effects related to acquisitions— (186)125 532 
Adjusted gross profit$168,206 $199,496 $489,625 $592,564 
GAAP gross profit margin35.2 %37.3 %35.8 %37.4 %
Adjusted gross profit margin35.3 %37.4 %35.9 %37.5 %
GAAP selling, general and administrative expenses$(85,037)$(98,245)$(275,129)$(298,654)
Severance, restructuring, and acquisition integration costs1,272 2,255 9,226 4,474 
Adjusted selling, general and administrative expenses$(83,765)$(95,990)$(265,903)$(294,180)
GAAP and adjusted research and development expenses$(30,324)$(23,992)$(81,633)$(72,014)
GAAP net income (loss) attributable to Belden$16,996 $(297,009)$(62,098)$(229,607)
Interest expense, net15,607 14,002 43,188 41,951 
Loss from discontinued operations, net of tax6,231 335,046 103,395 336,908 
Gain on disposal of discontinued operations, net of tax(2,743)— (2,743)— 
Income tax expense 631 6,053 3,223 16,179 
Noncontrolling interest85 (6)79 60 
Total non-operating adjustments19,811 355,095 147,142 395,098 
Amortization of intangible assets16,104 19,026 48,306 56,258 
Severance, restructuring, and acquisition integration costs1,357 3,047 9,448 5,566 
Amortization of software development intangible assets529 85 1,245 207 
Purchase accounting effects related to acquisitions— (186)125 532 
Total operating income adjustments17,990 21,972 59,124 62,563 
Depreciation expense10,455 9,979 31,069 29,990 
Adjusted EBITDA$65,252 $90,037 $175,237 $258,044 
GAAP net income (loss) margin3.6 %(55.7)%(4.6)%(14.5)%
Adjusted EBITDA margin13.7 %16.9 %12.8 %16.3 %
GAAP net income (loss) attributable to Belden$16,996 $(297,009)$(62,098)$(229,607)
Operating income adjustments from above17,990 21,972 59,124 62,563 
Loss from discontinued operations, net of tax6,231 335,046 103,395 336,908 
Gain on disposal of discontinued operations, net of tax(2,743)— (2,743)— 
Tax effect of adjustments above(6,292)(5,625)(14,687)(14,743)
Adjusted net income attributable to Belden$32,182 $54,384 $82,991 $155,121 
GAAP net income (loss) attributable to Belden$16,996 $(297,009)$(62,098)$(229,607)
Loss from discontinued operations, net of tax6,231 335,046 103,395 336,908 
Gain on disposal of discontinued operations, net of tax(2,743)— (2,743)— 
Less: Preferred stock dividends— 971 — 18,437 
GAAP net income from continuing operations attributable to Belden common stockholders$20,484 $37,066 $38,554 $88,864 
Adjusted net income attributable to Belden $32,182 $54,384 $82,991 $155,121 
Less: Preferred stock dividends— — — 18,437 
Adjusted net income from continuing operations attributable to Belden common stockholders$32,182 $54,384 $82,991 $136,684 
GAAP income from continuing operations per diluted share attributable to Belden common stockholders$0.46 $0.83 $0.86 $2.15 
Adjusted income from continuing operations per diluted share attributable to Belden common stockholders$0.72 $1.19 $1.85 $3.31 
GAAP diluted weighted average shares44,709 44,610 44,968 41,299 
Adjusted for assumed conversion of preferred stock into common stock— 1,130 — — 
Adjusted diluted weighted average shares44,709 45,740 44,968 41,299 




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 EndedNine Months Ended
 September 27, 2020September 29, 2019September 27, 2020September 29, 2019
 (In thousands)
GAAP net cash provided by operating activities$50,819 $67,872 $38,689 $89,517 
Capital expenditures, net of proceeds from the disposal of tangible assets(15,075)(23,299)(53,719)(74,049)
Non-GAAP free cash flow$35,744 $44,573 $(15,030)$15,468 




BELDEN INC.
RECONCILIATION OF NON-GAAP MEASURES
2020 Earnings Guidance

 Year EndedThree Months Ended
 December 31, 2020December 31, 2020
 (In thousands)
GAAP income from continuing operations per diluted share attributable to Belden common stockholders$0.99 - $1.14$0.13 - $0.28
Amortization of intangible assets1.080.26
Severance, restructuring, and acquisition integration costs0.400.24
Adjusted income from continuing operations per diluted share attributable to Belden common stockholders$2.47 - $2.62$0.63 - $0.78

Our guidance for income from continuing operations 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 subject matter of this release may contain forward-looking statements, including our expectations for the fourth quarter and full-year 2020 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 results of the Company’s impairment analysis, which could reduce EPS, adjusted EPS, and various other financial metrics; 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 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; 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 impact of changes in global tariffs and trade agreements; difficulty in forecasting revenue due to the unpredictable timing of orders related to customer projects; 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 year ended December 31, 2019, filed with the SEC on February 11, 2020, as well as enhancements made to our risk factors throughout the year, including as disclosed in our first quarter 2020 Form 10-Q filed with the SEC on May 4, 2020. 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