ST. LOUIS--(BUSINESS WIRE)--
Belden Inc. (NYSE: BDC), a global leader in high quality, end-to-end
signal transmission solutions for mission-critical applications, today
announced that it has entered into a definitive agreement to acquire
privately held Thinklogical, a leading global provider of large scale
video and data distribution systems, from Riverside Partners, a
Boston-based private equity firm, for $160 million. The transaction will
be financed with cash on hand and is expected to close in the second
quarter 2017, subject to regulatory approvals and other closing
conditions.
Highlights
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Significantly enhances Belden’s Broadcast Solutions platform by adding
a technology leader with one-of-a-kind, mission-critical solutions;
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Allows Belden to enter the market for secure, high-performance
Keyboard/Video/Mouse (“KVM”) switching hardware;
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Generated 2016 revenues, net income, and adjusted EBITDA of
approximately $51 million, $12 million, and $17 million, respectively;
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Accretive to GAAP and adjusted earnings per diluted share by
approximately $0.04 and $0.27, respectively, in the first full year of
ownership.
Headquartered in Milford, Connecticut, Thinklogical is widely regarded
as one of the world’s foremost developers and manufacturers of high
performance fiber-optic-based video and switching equipment. The
Company’s products are used for real time enterprise video management
(including switching and transmission of high quality video and
peripheral signals) across a variety of end markets, including military,
command and control, broadcast, etc.
“We are extremely excited to welcome the talented Thinklogical team to
the Belden family,” said John Stroup, President, CEO, and Chairman of
Belden. “The business is uniquely well-positioned for success, given its
numerous market growth drivers, industry-leading proprietary products,
and difficult-to-obtain intelligence & defense accreditations. This is a
very compelling opportunity for Belden that provides additional
opportunities for profitable growth in our Broadcast Solutions platform.”
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BELDEN INC.
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RECONCILIATION OF NON-GAAP MEASURES
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2016 THINKLOGICAL EARNINGS
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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 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 operating 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.
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Year Ended
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December 31, 2016
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(In thousands)
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GAAP net income
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$
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12,189
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Interest expense, net
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2,685
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Depreciation and amortization
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2,365
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Adjusted EBITDA
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$
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17,239
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BELDEN INC.
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RECONCILIATION OF NON-GAAP MEASURES
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THINKLOGICAL EARNINGS GUIDANCE
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Twelve Months Ended
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From Acquisition Date
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Adjusted income per diluted share
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$
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0.27
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Amortization of intangible assets
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(0.14
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Purchase accounting effects related to acquisitions
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(0.06
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Deferred gross profit adjustment
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(0.02
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Severance, restructuring, and acquisition integration costs
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(0.01
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GAAP income per diluted share
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$
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0.04
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Our guidance for income per diluted share 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 our
Annual Report on Form 10-K. 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.
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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 this release and have been published
to the investor relations section of the Company’s Web site at http://investor.belden.com.
Forward-Looking Statements
This release and any statements made by us concerning the release may
contain forward-looking statements including our expectations for the
next twelve months. Forward-looking statements include 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 impact of a
challenging global economy or a downturn in served markets; the
competitiveness of the global broadcast, enterprise, and industrial
markets; the inability to successfully complete and integrate
acquisitions in furtherance of the Company’s strategic plan; volatility
in credit and foreign exchange markets; 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; disruption of, or changes in, the
Company’s key distribution channels; the inability to execute and
realize the expected benefits from strategic initiatives (including
revenue growth, cost control, and productivity improvement programs);
disruptions in the Company’s information systems including due to
cyber-attacks; the inability of the Company to develop and introduce new
products and competitive responses to our products; 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; risks related to the use of
open source software; the impact of regulatory requirements and other
legal compliance issues; perceived or actual product failures; political
and economic uncertainties in the countries where the Company conducts
business, including emerging markets; 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, 2016, filed with the
SEC on February 17, 2017. 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,
enterprise and broadcast 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.
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Source: Belden Inc.