ST. LOUIS--(BUSINESS WIRE)--
Belden Inc. (NYSE: BDC), a global leader in signal transmission
solutions for mission critical applications, today announced that it has
completed the acquisition of Tripwire, a leading global provider of
advanced threat, security and compliance solutions.
Tripwire, a leader in security and vulnerability management, enables
enterprises, service providers, manufacturers, and government agencies
to confidently detect, prevent, and respond to growing security threats.
This addition allows Belden to provide a vital element to its customer's
connected environments as they look to secure critical infrastructure
from cybersecurity threats.
"We look forward to offering our customers one of the most comprehensive
and secure network solutions in the market today. Tripwire technology
paired with Belden's application expertise across Enterprise, Industrial
and Broadcast markets will position Belden as a leader in helping
customers deploy and secure the ‘Internet of Things'," said John Stroup,
President and CEO of Belden.
The acquisition of Tripwire will be immediately accretive to adjusted
income from continuing operations per diluted share with an estimated
impact of approximately $0.65 in 2015.
As a result of this successful outcome, the company increases its guided
range for 2015 adjusted revenues from $2.40 - $2.45 billion to $2.565 -
$2.615 billion and adjusted income from continuing operations per
diluted share from $4.70 - $5.00 to $5.35 - $5.65.
A more detailed discussion of the financial impact will occur on
Belden's regularly scheduled fourth quarter 2014 earnings conference
call on Thursday, February 5, 2015.
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. These
results exclude certain items including purchase accounting effects
related to acquisitions, revenue and cost of sales deferrals, severance
and other restructuring costs, gains (losses) recognized on the disposal
of tangible assets, amortization of intangible assets, gains (losses) on
debt extinguishment, and other costs. A GAAP to non-GAAP reconciliation
is included in this release.
Forward Looking Statements
Certain statements in this release and the attachments may constitute
"forward-looking statements." Such statements relate to a variety of
matters, including: the operations of the businesses of Belden and
Tripwire as a combined entity; the expected benefits of the integration
of the two companies; the combined company's plans, objectives,
expectations and intentions; and other statements that are not
historical fact (such as future revenues, costs and expenses, operating
income, earnings per share, margins, cash flows, dividends, and capital
expenditures). These statements are made on the basis of the current
beliefs, expectations and assumptions of the management of Belden
regarding future events and are subject to significant risks and
uncertainty. Investors are cautioned not to place reliance on any such
forward-looking statements, which speak only as of the date they are
made. Belden undertakes no obligation to update or revise these
statements, whether as a result of new information, future events or
otherwise.
Actual results may differ materially from those expressed or implied.
Such differences may result from a variety of factors, including: the
risk that the businesses will not be integrated successfully; the loss
of senior management or key employees of Belden or Tripwire; the
possibility of disruption from the merger making it more difficult to
maintain business and operational relationships; any actions taken by
either of the companies, including restructuring or strategic
initiatives (including capital investments or asset acquisitions or
dispositions); developments beyond the combined company's control,
including: changes in domestic or global economic conditions,
competitive conditions and consumer preferences; natural disasters;
international, political or military developments; and technological
developments. Additional factors that may cause results to differ
materially from those described in the forward-looking statements are
set forth in the Annual Report on Form 10-K of Belden for the year ended
December 31, 2013 filed with the SEC on February 27, 2014, under the
heading "Item 1A—Risk Factors," and in subsequent reports on Forms 10-Q
and 8-K and other filings made with the SEC by Belden.
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.
BDC-G
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BELDEN INC.
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RECONCILIATION OF NON-GAAP MEASURES
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2015 REVENUE AND EARNINGS GUIDANCE
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Year Ended
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December 31, 2015
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Adjusted revenues
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$2.565 - $2.615 billion
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Deferred revenue adjustments
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($54 million)
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GAAP revenues
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$2.511 - $2.561 billion
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Adjusted income from continuing operations per diluted share
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$5.35 - $5.65
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Amortization of intangible assets from acquisitions completed prior
to 2015
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($0.92)
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Deferred gross profit adjustments
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($0.73)
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Productivity improvement programs
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($0.27)
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Tripwire compensation expense resulting from the acquisition
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($0.12)
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Tripwire acquisition integration costs
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($0.03)
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Amortization of intangible assets and other effects of purchase
accounting for Tripwire acquisition
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*
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GAAP income from continuing operations per diluted share
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*
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* The estimated impact of amortization of intangibles and other
effects of our purchase accounting process are not yet available.
These amounts will be determined in connection with the use of a
third party valuation specialist.
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Our guidance for revenues and income from continuing operations per
diluted share is based upon the extent of information currently
available regarding events and conditions that will impact our
future operating results for 2015. Our actual results may be
impacted by other additional events for which information is not
available, such as asset impairments, purchase accounting effects
related to acquisitions, severance and other restructuring 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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Belden Investor Relations
314-854-8054
Investor.Relations@Belden.com
Source: Belden Inc.
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