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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 8, 2024
Belden Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
_____________________
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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:
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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 8, 2024, Belden Inc. (the "Company") issued a press release announcing its financial results for the fourth quarter and full year 2023. 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.
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d) Exhibits. | | |
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Exhibit Number | | |
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99.1 | | |
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.
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| | | | BELDEN INC. |
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Date: February 8, 2024 | | | | By: | | /s/ Brian E. Anderson |
| | | | | | Brian E. Anderson |
| | | | | | Senior Vice President-Legal, General |
| | | | | | Counsel and Corporate Secretary |
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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 Fourth Quarter and Full Year 2023 Results
St. Louis, Missouri – February 8, 2024 - Belden Inc. (NYSE: BDC) (the “Company”), a leading global supplier of network infrastructure and digitization solutions, today reported fiscal fourth quarter and full year results for the period ended December 31, 2023.
Fourth Quarter 2023 Highlights
•Revenues of $551 million, down 16% y/y and down 18% organically
•GAAP EPS of $0.91, down 35% y/y
•Adjusted EPS of $1.46, down 17% y/y
•Executed $42 million of share repurchases during the quarter, and $50 million through January 2024
Full Year 2023 Highlights
•Revenues of $2.512 billion, down 4% y/y and down 4% organically
•GAAP EPS of $5.66, down 6% y/y
•Adjusted EPS of $6.83, up 7% y/y
•Executed $192 million of share repurchases during the year, and $200 million through January 2024
“Given recent industry-wide demand challenges, our team performed well as we wrapped up another transformational year for Belden,” said Ashish Chand, President and CEO of Belden Inc. “For the fourth quarter, our revenues and EPS both exceeded expectations as our solutions transformation continues to drive incremental demand and margin expansion. Revenues for the year were down 4%, driven by broad customer destocking and other temporary headwinds. Despite lower volumes, our profitability continues to improve with gross profit margins increasing by 270 basis points to 38.5% and EBITDA margins increasing by 40 basis points to 17.4%. Our solid execution led to EPS increasing 7% for the full year to $6.83.”
Fourth Quarter 2023
Revenues for the quarter totaled $551 million, decreasing $108 million, or 16%, compared to $659 million in the year-ago period. Revenue declined organically by 18%, with Industrial Automation Solutions down 17% and Enterprise Solutions down 19%. Net income was $39 million, compared to $61 million in the year-ago period. Net income as a percentage of revenue was 7.0%, compared to 9.3% in the year-ago period. EPS totaled $0.91 for the quarter, compared to $1.40 in the year-ago period.
Adjusted EBITDA was $88 million, decreasing $27 million, down 23%, compared to $115 million in the year-ago period. Adjusted EBITDA margin was 16.0%, down 140 bps, compared to 17.4% in the year-ago period. Adjusted EPS was $1.46, decreasing 17% compared to $1.75 in the year-ago period. Relative to our prior guidance, Adjusted EPS benefited in the fourth quarter by $0.15 from a lower-than-expected tax rate. Adjusted results are non-GAAP measures, and a non-GAAP reconciliation table is provided as an appendix to this release.
Full Year 2023
Revenues for the year totaled $2.512 billion, decreasing $94 million, or 4%, compared to $2.606 billion in the prior year. Revenue declined organically by 4%, with Industrial Automation Solutions down 1% and Enterprise Solutions down 8%. Net income was $243 million, compared to $268 million in the prior year. Net income as a percentage of revenue was 9.7%, compared to 10.3% in the prior year. EPS totaled $5.66, compared to $6.01 in the prior year.
Adjusted EBITDA was $438 million, decreasing $6 million, or 1%, compared to $444 million in the prior year. Adjusted EBITDA margin was 17.4%, up 40 bps, compared to 17.0% in the prior year. Adjusted EPS was $6.83, increasing 7% compared to $6.41 in the prior year.
Outlook
“I am pleased with our full year 2023 results and execution during ongoing challenges,” said Dr. Chand. “The ever-increasing need for data and automation continues. Our long-term growth opportunities are considerable, and with our continued transformation towards solutions, our portfolio is well-positioned to succeed as the next investment cycle ramps up. I am confident in the ability of the Belden team to continue to transform our business, adjust to changing market conditions, leverage our superior product portfolio, and capitalize on growth opportunities in all market conditions as we continue to generate sustainable, long-term shareholder value.”
Challenges from the prior year are anticipated to continue into the first quarter, including customer destocking and other temporary headwinds. Relative to the fourth quarter, end demand is expected to be stable with revenue down, in line with normal seasonal patterns.
Assuming no significant changes to the current market environment, the table below provides guidance for the first quarter of 2024.
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First Quarter 2024: | | |
| | Guidance |
Revenues (million) | | $505 - $520 |
GAAP EPS | | $0.65 - $0.75 |
Adjusted EPS | | $1.00 - $1.10 |
Earnings Conference Call
Management will host a conference call today at 8:30 am ET to discuss the results. 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 1-888-254-3590 with confirmation code 9183010. 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, Earnings per Share (EPS), and Organic Growth
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. Organic growth is calculated as the change in revenues excluding the impacts from currency exchange rates, copper prices, acquisitions and divestitures.
BELDEN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Twelve Months Ended |
| | December 31, 2023 | | December 31, 2022 | | December 31, 2023 | | December 31, 2022 |
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| | (In thousands, except per share data) |
Revenues | | $ | 551,243 | | | $ | 659,072 | | | $ | 2,512,084 | | | $ | 2,606,485 | |
Cost of sales | | (344,878) | | | (412,594) | | | (1,557,118) | | | (1,690,196) | |
Gross profit | | 206,365 | | | 246,478 | | | 954,966 | | | 916,289 | |
Selling, general and administrative expenses | | (126,414) | | | (129,889) | | | (492,702) | | | (448,636) | |
Research and development expenses | | (25,883) | | | (28,599) | | | (116,427) | | | (104,350) | |
Amortization of intangibles | | (10,113) | | | (9,761) | | | (40,375) | | | (37,860) | |
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Gain on sale of assets | | — | | | — | | | 12,056 | | | 37,891 | |
Operating income | | 43,955 | | | 78,229 | | | 317,518 | | | 363,334 | |
Interest expense, net | | (8,032) | | | (7,984) | | | (33,625) | | | (43,554) | |
Loss on debt extinguishment | | — | | | — | | | — | | | (6,392) | |
Non-operating pension benefit | | 401 | | | 1,709 | | | 1,863 | | | 4,005 | |
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Income from continuing operations before taxes | | 36,324 | | | 71,954 | | | 285,756 | | | 317,393 | |
Income tax benefit (expense) | | 2,185 | | | (10,631) | | | (43,200) | | | (49,645) | |
Income from continuing operations | | 38,509 | | | 61,323 | | | 242,556 | | | 267,748 | |
Loss from discontinued operations, net of tax | | — | | | — | | | — | | | (3,685) | |
Gain (loss) on disposal of discontinued operations, net of tax | | — | | | 692 | | | — | | | (9,241) | |
Net income | | 38,509 | | | 62,015 | | | 242,556 | | | 254,822 | |
Less: Net income (loss) attributable to noncontrolling interest | | 42 | | | 48 | | | (203) | | | 159 | |
Net income attributable to Belden stockholders | | $ | 38,467 | | | $ | 61,967 | | | $ | 242,759 | | | $ | 254,663 | |
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Weighted average number of common shares and equivalents: | | | | | | | | |
Basic | | 41,565 | | | 42,819 | | | 42,237 | | | 43,845 | |
Diluted | | 42,046 | | | 43,705 | | | 42,859 | | | 44,537 | |
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Basic income (loss) per share attributable to Belden stockholders: | | | | | | | | |
Continuing operations | | $ | 0.93 | | | $ | 1.43 | | | $ | 5.75 | | | $ | 6.10 | |
Discontinued operations | | — | | | — | | | — | | | (0.08) | |
Disposal of discontinued operations | | — | | | 0.02 | | | — | | | (0.21) | |
Net income (loss) | | $ | 0.93 | | | $ | 1.45 | | | $ | 5.75 | | | $ | 5.81 | |
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Diluted income (loss) per share attributable to Belden stockholders: | | | | | | | | |
Continuing operations | | $ | 0.91 | | | $ | 1.40 | | | $ | 5.66 | | | $ | 6.01 | |
Discontinued operations | | — | | | — | | | — | | | (0.08) | |
Disposal of discontinued operations | | — | | | 0.02 | | | — | | | (0.21) | |
Net income (loss) | | $ | 0.91 | | | $ | 1.42 | | | $ | 5.66 | | | $ | 5.72 | |
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Common stock dividends declared per share | | $ | 0.05 | | | $ | 0.05 | | | $ | 0.20 | | | $ | 0.20 | |
BELDEN INC.
OPERATING SEGMENT INFORMATION
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Enterprise Solutions | | Industrial Automation Solutions | | Total Segments |
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| (In thousands, except percentages) |
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For the three months ended December 31, 2023 | | | | | | |
Segment Revenues | | $ | 251,054 | | | $ | 300,189 | | | $ | 551,243 | |
Segment EBITDA | | 30,253 | | | 57,666 | | | 87,919 | |
Segment EBITDA margin | | 12.1 | % | | 19.2 | % | | 15.9 | % |
Depreciation expense | | 6,164 | | | 6,737 | | | 12,901 | |
Amortization of intangibles | | 4,914 | | | 5,199 | | | 10,113 | |
Amortization of software development intangible assets | | — | | | 2,457 | | | 2,457 | |
Severance, restructuring, and acquisition integration costs | | 6,074 | | | 7,232 | | | 13,306 | |
Adjustments related to acquisitions and divestitures | | 4,837 | | | 298 | | | 5,135 | |
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For the three months ended December 31, 2022 | | | | | | |
Segment Revenues | | $ | 303,403 | | | $ | 355,669 | | | $ | 659,072 | |
Segment EBITDA | | 42,699 | | | 70,436 | | | 113,135 | |
Segment EBITDA margin | | 14.1 | % | | 19.8 | % | | 17.2 | % |
Depreciation expense | | 6,173 | | | 6,053 | | | 12,226 | |
Amortization of intangibles | | 4,544 | | | 5,217 | | | 9,761 | |
Amortization of software development intangible assets | | 2 | | | 1,017 | | | 1,019 | |
Severance, restructuring, and acquisition integration costs | | 1,595 | | | 950 | | | 2,545 | |
Adjustments related to acquisitions and divestitures | | 8,684 | | | 596 | | | 9,280 | |
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For the twelve months ended December 31, 2023 | | | | | | |
Segment Revenues | | $ | 1,122,831 | | | $ | 1,389,253 | | | $ | 2,512,084 | |
Segment EBITDA | | 149,107 | | | 287,328 | | | 436,435 | |
Segment EBITDA margin | | 13.3 | % | | 20.7 | % | | 17.4 | % |
Depreciation expense | | 24,943 | | | 26,436 | | | 51,379 | |
Amortization of intangibles | | 20,085 | | | 20,290 | | | 40,375 | |
Amortization of software development intangible assets | | — | | | 7,692 | | | 7,692 | |
Severance, restructuring, and acquisition integration costs | | 11,221 | | | 13,931 | | | 25,152 | |
Adjustments related to acquisitions and divestitures | | 5,359 | | | 818 | | | 6,177 | |
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For the twelve months ended December 31, 2022 | | | | | | |
Segment Revenues | | $ | 1,198,478 | | | $ | 1,408,007 | | | $ | 2,606,485 | |
Segment EBITDA | | 161,517 | | | 277,079 | | | 438,596 | |
Segment EBITDA margin | | 13.5 | % | | 19.7 | % | | 16.8 | % |
Depreciation expense | | 23,387 | | | 23,282 | | | 46,669 | |
Amortization of intangibles | | 17,595 | | | 20,265 | | | 37,860 | |
Amortization of software development intangible assets | | 54 | | | 3,821 | | | 3,875 | |
Severance, restructuring, and acquisition integration costs | | 9,200 | | | 7,485 | | | 16,685 | |
Adjustments related to acquisitions and divestitures | | 5,589 | | | 2,244 | | | 7,833 | |
BELDEN INC.
OPERATING SEGMENT RECONCILIATION TO CONSOLIDATED RESULTS
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Twelve Months Ended |
| | December 31, 2023 | | December 31, 2022 | | December 31, 2023 | | December 31, 2022 |
| | | | | | | | |
| | (In thousands) |
Total Segment and Consolidated Revenues | | $ | 551,243 | | | $ | 659,072 | | | $ | 2,512,084 | | | $ | 2,606,485 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Total Segment EBITDA | | $ | 87,919 | | | $ | 113,135 | | | $ | 436,435 | | | $ | 438,596 | |
Total non-operating pension benefit | | 401 | | | 1,709 | | | 1,863 | | | 4,005 | |
Non-operating pension settlement loss | | — | | | 235 | | | — | | | 1,189 | |
Eliminations | | (52) | | | (75) | | | (198) | | | (231) | |
Consolidated Adjusted EBITDA (1) | | 88,268 | | | 115,004 | | | 438,100 | | | 443,559 | |
Severance, restructuring, and acquisition integration costs | | (13,306) | | | (2,545) | | | (25,152) | | | (16,685) | |
Depreciation expense | | (12,901) | | | (12,226) | | | (51,379) | | | (46,669) | |
Amortization of intangibles | | (10,113) | | | (9,761) | | | (40,375) | | | (37,860) | |
Interest expense, net | | (8,032) | | | (7,984) | | | (33,625) | | | (43,554) | |
Adjustments related to acquisitions and divestitures | | (5,135) | | | (9,280) | | | (6,177) | | | (7,833) | |
Amortization of software development intangible assets | | (2,457) | | | (1,019) | | | (7,692) | | | (3,875) | |
Non-operating pension settlement loss | | — | | | (235) | | | — | | | (1,189) | |
Loss on debt extinguishment | | — | | | — | | | — | | | (6,392) | |
Gain on sale of assets | | — | | | — | | | 12,056 | | | 37,891 | |
Income from continuing operations before taxes | | $ | 36,324 | | | $ | 71,954 | | | $ | 285,756 | | | $ | 317,393 | |
(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, 2023 | | December 31, 2022 |
| | (Unaudited) | | |
| | (In thousands) |
ASSETS |
Current assets: | | | | |
Cash and cash equivalents | | $ | 597,044 | | | $ | 687,676 | |
Receivables, net | | 413,806 | | | 440,102 | |
Inventories, net | | 366,987 | | | 341,563 | |
Other current assets | | 79,142 | | | 66,866 | |
| | | | |
Total current assets | | 1,456,979 | | | 1,536,207 | |
Property, plant and equipment, less accumulated depreciation | | 451,069 | | | 381,864 | |
Operating lease right-of-use assets | | 89,686 | | | 73,376 | |
Goodwill | | 907,331 | | | 862,253 | |
Intangible assets, less accumulated amortization | | 269,144 | | | 246,830 | |
Deferred income taxes | | 15,739 | | | 14,642 | |
Other long-lived assets | | 50,243 | | | 46,503 | |
| | $ | 3,240,191 | | | $ | 3,161,675 | |
| | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
Current liabilities: | | | | |
Accounts payable | | $ | 343,215 | | | $ | 350,058 | |
Accrued liabilities | | 290,289 | | | 289,861 | |
| | | | |
Total current liabilities | | 633,504 | | | 639,919 | |
Long-term debt | | 1,204,211 | | | 1,161,176 | |
Postretirement benefits | | 74,573 | | | 67,828 | |
Deferred income taxes | | 49,472 | | | 58,582 | |
Long-term operating lease liabilities | | 74,941 | | | 59,250 | |
Other long-term liabilities | | 37,188 | | | 30,970 | |
Stockholders’ equity: | | | | |
Common stock | | 503 | | | 503 | |
Additional paid-in capital | | 818,663 | | | 825,669 | |
Retained earnings | | 985,807 | | | 751,522 | |
Accumulated other comprehensive loss | | (41,279) | | | (5,871) | |
Treasury stock | | (597,437) | | | (428,812) | |
Total Belden stockholders’ equity | | 1,166,257 | | | 1,143,011 | |
Noncontrolling interests | | 45 | | | 939 | |
Total stockholders’ equity | | 1,166,302 | | | 1,143,950 | |
| | $ | 3,240,191 | | | $ | 3,161,675 | |
BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited) | | | | | | | | | | | | | | |
| | Twelve Months Ended |
| | December 31, 2023 | | December 31, 2022 |
| | | | |
| | (In thousands) |
Cash flows from operating activities: | | | | |
Net income | | $ | 242,556 | | | $ | 254,822 | |
Adjustments to reconcile net income to net cash from operating activities: | | | | |
Depreciation and amortization | | 99,446 | | | 88,738 | |
Share-based compensation | | 21,024 | | | 23,676 | |
Loss on debt extinguishment | | — | | | 6,392 | |
| | | | |
Deferred income tax benefit | | (12,957) | | | (627) | |
Gain on sale of assets | | (12,056) | | | (37,891) | |
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals: | | | | |
Receivables | | 24,527 | | | (33,605) | |
Inventories | | (15,331) | | | 5,558 | |
Accounts payable | | (8,175) | | | (20,595) | |
Accrued liabilities | | (16,292) | | | (5,416) | |
Income taxes | | (3,668) | | | 2,335 | |
Other assets | | (9,314) | | | 2,881 | |
Other liabilities | | 9,878 | | | (4,972) | |
Net cash provided by operating activities | | 319,638 | | | 281,296 | |
Cash flows from investing activities: | | | | |
Capital expenditures | | (116,731) | | | (105,094) | |
Cash used for acquisitions and investments, net of cash acquired | | (106,712) | | | (104,603) | |
Proceeds from disposal of businesses, net of cash sold | | 9,300 | | | 334,574 | |
Proceeds from disposal of tangible assets | | 13,785 | | | 43,534 | |
| | | | |
Net cash provided by (used for) investing activities | | (200,358) | | | 168,411 | |
Cash flows from financing activities: | | | | |
Payments under share repurchase program | | (192,135) | | | (150,000) | |
Withholding tax payments for share-based payment awards | | (17,444) | | | (7,186) | |
Cash dividends paid | | (8,498) | | | (8,949) | |
Payments under financing lease obligations | | (423) | | | (157) | |
Payments under borrowing arrangements | | — | | | (230,639) | |
| | | | |
| | | | |
Proceeds from issuance of common stock | | 6,568 | | | 3,717 | |
| | | | |
Net cash used for financing activities | | (211,932) | | | (393,214) | |
Effect of foreign currency exchange rate changes on cash and cash equivalents | | 2,020 | | | (12,574) | |
Increase (decrease) in cash and cash equivalents | | (90,632) | | | 43,919 | |
Cash and cash equivalents, beginning of period | | 687,676 | | | 643,757 | |
Cash and cash equivalents, end of period | | $ | 597,044 | | | $ | 687,676 | |
The Condensed Consolidated Cash Flow Statement includes the results of discontinued operations up to the disposal date, February 22, 2022.
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 to fair value, and transaction costs; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and assets; amortization of intangible assets; gains (losses) on debt extinguishment; certain 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 acquisition-related expenses, such as amortization of intangibles and 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, 2023 | | December 31, 2022 | | December 31, 2023 | | December 31, 2022 |
| | | | | | | | |
| | (In thousands, except percentages and per share amounts) |
GAAP and Adjusted Revenues | | $ | 551,243 | | | $ | 659,072 | | | $ | 2,512,084 | | | $ | 2,606,485 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
GAAP gross profit | | $ | 206,365 | | | $ | 246,478 | | | $ | 954,966 | | | $ | 916,289 | |
Severance, restructuring, and acquisition integration costs | | 2,088 | | | 1,317 | | | 3,488 | | | 10,088 | |
Amortization of software development intangible assets | | 2,457 | | | 1,019 | | | 7,692 | | | 3,875 | |
Adjustments related to acquisitions and divestitures | | (270) | | | — | | | 252 | | | 1,648 | |
Adjusted gross profit | | $ | 210,640 | | | $ | 248,814 | | | $ | 966,398 | | | $ | 931,900 | |
| | | | | | | | |
GAAP gross profit margin | | 37.4 | % | | 37.4 | % | | 38.0 | % | | 35.2 | % |
Adjusted gross profit margin | | 38.2 | % | | 37.8 | % | | 38.5 | % | | 35.8 | % |
| | | | | | | | |
GAAP selling, general and administrative expenses | | $ | (126,414) | | | $ | (129,889) | | | (492,702) | | | (448,636) | |
Severance, restructuring, and acquisition integration costs | | 9,637 | | | 1,228 | | | 20,039 | | | 6,597 | |
Adjustments related to acquisitions and divestitures | | 5,405 | | | 9,280 | | | 5,925 | | | 6,185 | |
Adjusted selling, general and administrative expenses | | $ | (111,372) | | | $ | (119,381) | | | $ | (466,738) | | | $ | (435,854) | |
| | | | | | | | |
GAAP research and development expenses | | $ | (25,883) | | | $ | (28,599) | | | $ | (116,427) | | | $ | (104,350) | |
Severance, restructuring, and acquisition integration costs | | 1,581 | | | — | | | 1,625 | | | — | |
Adjusted research and development expenses | | $ | (24,302) | | | $ | (28,599) | | | $ | (114,802) | | | $ | (104,350) | |
| | | | | | | | |
GAAP income from continuing operations | | $ | 38,509 | | | $ | 61,323 | | | $ | 242,556 | | | $ | 267,748 | |
Income tax expense (benefit) | | (2,185) | | | 10,631 | | | 43,200 | | | 49,645 | |
Interest expense, net | | 8,032 | | | 7,984 | | | 33,625 | | | 43,554 | |
Loss on debt extinguishment | | — | | | — | | | — | | | 6,392 | |
Non-operating pension settlement loss | | — | | | 235 | | | — | | | 1,189 | |
Total non-operating adjustments | | 5,847 | | | 18,850 | | | 76,825 | | | 100,780 | |
| | | | | | | | |
Amortization of intangible assets | | 10,113 | | | 9,761 | | | 40,375 | | | 37,860 | |
Severance, restructuring, and acquisition integration costs | | 13,306 | | | 2,545 | | | 25,152 | | | 16,685 | |
Amortization of software development intangible assets | | 2,457 | | | 1,019 | | | 7,692 | | | 3,875 | |
Adjustments related to acquisitions and divestitures | | 5,135 | | | 9,280 | | | 6,177 | | | 7,833 | |
Gain on sale of assets | | — | | | — | | | (12,056) | | | (37,891) | |
Total operating income adjustments | | 31,011 | | | 22,605 | | | 67,340 | | | 28,362 | |
Depreciation expense | | 12,901 | | | 12,226 | | | 51,379 | | | 46,669 | |
| | | | | | | | |
Adjusted EBITDA | | $ | 88,268 | | | $ | 115,004 | | | $ | 438,100 | | | $ | 443,559 | |
| | | | | | | | |
GAAP income from continuing operations margin | | 7.0 | % | | 9.3 | % | | 9.7 | % | | 10.3 | % |
Adjusted EBITDA margin | | 16.0 | % | | 17.4 | % | | 17.4 | % | | 17.0 | % |
| | | | | | | | |
GAAP income from continuing operations | | $ | 38,509 | | | $ | 61,323 | | | $ | 242,556 | | | $ | 267,748 | |
Less: Net income (loss) attributable to noncontrolling interest | | 42 | | | 48 | | | (203) | | | 159 | |
GAAP net income from continuing operations attributable to Belden stockholders | | $ | 38,467 | | | $ | 61,275 | | | $ | 242,759 | | | $ | 267,589 | |
| | | | | | | | |
GAAP income from continuing operations | | $ | 38,509 | | | $ | 61,323 | | | $ | 242,556 | | | $ | 267,748 | |
Plus: Operating income adjustments from above | | 31,011 | | | 22,605 | | | 67,340 | | | 28,362 | |
Plus: Loss on debt extinguishment | | — | | | — | | | — | | | 6,392 | |
Plus: Non-operating pension settlement loss | | — | | | 235 | | | — | | | 1,189 | |
Less: Net income (loss) attributable to noncontrolling interest | | 42 | | | 48 | | | (203) | | | 159 | |
Less: Tax effect of adjustments above | | 8,108 | | | 7,809 | | | 17,310 | | | 18,169 | |
Adjusted net income from continuing operations attributable to Belden stockholders | | $ | 61,370 | | | $ | 76,306 | | | $ | 292,789 | | | $ | 285,363 | |
| | | | | | | | |
GAAP income from continuing operations per diluted share attributable to Belden stockholders (EPS) | | $ | 0.91 | | | $ | 1.40 | | | $ | 5.66 | | | $ | 6.01 | |
Adjusted income from continuing operations per diluted share attributable to Belden stockholders(Adjusted EPS) | | $ | 1.46 | | | $ | 1.75 | | | $ | 6.83 | | | $ | 6.41 | |
| | | | | | | | |
GAAP and adjusted diluted weighted average shares | | 42,046 | | | 43,705 | | | 42,859 | | | 44,537 | |
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, 2023 | | December 31, 2022 | | December 31, 2023 | | December 31, 2022 |
| | | | | | | | |
| | (In thousands) |
GAAP net cash provided by operating activities | | $ | 159,645 | | | $ | 202,496 | | | $ | 319,638 | | | $ | 281,296 | |
Capital expenditures | | (54,861) | | | (54,844) | | | (116,731) | | | (105,094) | |
Proceeds from disposal of assets | | — | | | — | | | 13,785 | | | 43,534 | |
Non-GAAP free cash flow | | $ | 104,784 | | | $ | 147,652 | | | $ | 216,692 | | | $ | 219,736 | |
BELDEN INC.
RECONCILIATION OF NON-GAAP MEASURES
2024 Guidance
| | | | | | | | |
| | Three Months Ended |
| | March 31, 2024 |
| | |
| |
GAAP income from continuing operations per diluted share attributable to Belden common stockholders | | $0.65 - $0.75 |
Amortization of intangible assets | | 0.24 |
Severance, restructuring, and acquisition integration costs | | 0.10 |
Adjustments related to acquisitions and divestitures | | 0.01 |
Adjusted income from continuing operations per diluted share attributable to Belden common stockholders | | $1.00 - $1.10 |
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 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 contains, and any statements made by us concerning the subject matter of this release may contain, forward-looking statements, including our outlook for the first quarter of 2024 and beyond. Forward-looking statements also include any statements regarding future financial performance (including revenues, growth, 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 impact of a challenging global economy, including the impact of inflation, or a downturn in served markets; the competitiveness of the global markets in which we operate; the inability of the Company to develop and introduce new products; competitive responses to our products; the inability to execute and realize the expected benefits from strategic initiatives (including revenue growth, cost control, and productivity improvement programs); foreign and domestic political, economic and other uncertainties, including changes in currency exchange rates; the impact of disruptions in the global supply chain, including the inability to timely obtain raw materials and components in sufficient quantities on commercially reasonable terms; the inability to achieve our strategic priorities in emerging markets; the impact of changes in global tariffs and trade agreements; volatility in credit and foreign exchange markets; the presence of substitute products in the marketplace; disruptions in the Company’s information systems including due to cyber-attacks; inflation and changes in the price and availability of raw materials leading to higher input and labor costs; the possibility of a resurgence of COVID-19 or the spread of other viruses; difficulty in forecasting revenue due to the unpredictable timing of orders related to customer projects as well as the impacts of channel inventory; changes in tax laws and variability in the Company’s quarterly and annual effective tax rates; the increased prevalence of cloud computing; the inability to successfully complete and integrate acquisitions in furtherance of the Company’s strategic plan; the inability to retain key employees; disruption of, or changes in, the Company’s key distribution channels; the presence of activists proposing certain actions by the Company; perceived or actual product failures; the impact of regulatory requirements and other legal compliance issues; inability to satisfy the increasing expectations with respect to environmental, social and governance matters; 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; risks related to the use of open source software; 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 period ended December 31, 2022, filed with the SEC on February 24, 2023. 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 the infrastructure that makes the digital journey simpler, smarter and secure. We’re moving beyond connectivity, from what we make to what we make possible through a performance-driven portfolio, forward-thinking expertise and purpose-built solutions. With a legacy of quality and reliability spanning 120-plus years, we have a strong foundation to continue building the future. We are headquartered in St. Louis and have manufacturing capabilities in North America, Europe, Asia, and Africa. For more information, visit us at www.belden.com; follow us on Facebook, LinkedIn and Twitter.
Contact:
Belden Investor Relations
Aaron Reddington, CFA
(317) 219-9359
Investor.Relations@Belden.com
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