EX-99.2 4 d180957dex992.htm EX-99.2

Exhibit 99.2

PART II

Item 6. Selected Financial Data

|  | Years Ended December 31, |
|  | 2015 |  |  | 2014 |  |  | 2013 |  |  | 2012 |  |  | 2011 |
|  | (In thousands, except per share amounts and percentages) |
Statement of operations data: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenues |  | $ | 2,309,222 |  |  | $ | 2,308,265 |  |  | $ | 2,069,193 |  |  | $ | 1,840,739 |  |  | $ | 1,882,187 |
Operating income |  |  | 140,553 |  |  |  | 163,119 |  |  |  | 201,262 |  |  |  | 108,497 |  |  |  | 165,206 |
Operating income margin |  |  | 6.1 | % |  |  | 7.1 | % |  |  | 9.7 | % |  |  | 5.9 | % |  |  | 8.8 | %
Income from continuing operations |  |  | 66,508 |  |  |  | 74,432 |  |  |  | 104,734 |  |  |  | 43,236 |  |  |  | 101,308 |
Basic income per share from continuing operations attributable to Belden stockholders |  |  | 1.57 |  |  |  | 1.72 |  |  |  | 2.39 |  |  |  | 0.96 |  |  |  | 2.15 |
Diluted income per share from continuing operations attributable to Belden stockholders |  |  | 1.55 |  |  |  | 1.69 |  |  |  | 2.34 |  |  |  | 0.94 |  |  |  | 2.11 |
Balance sheet data: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total assets |  |  | 3,290,602 |  |  |  | 3,232,202 |  |  |  | 2,728,687 |  |  |  | 2,569,823 |  |  |  | 1,778,709 |
Long-term debt |  |  | 1,725,282 |  |  |  | 1,736,954 |  |  |  | 1,341,470 |  |  |  | 1,120,767 |  |  |  | 541,515 |
Long-term debt, including current maturities |  |  | 1,727.782 |  |  |  | 1,739,454 |  |  |  | 1,343,970 |  |  |  | 1,136,445 |  |  |  | 541,515 |
Total stockholders’ equity |  |  | 825,523 |  |  |  | 807,186 |  |  |  | 836,541 |  |  |  | 811,860 |  |  |  | 694,549 |
Other data: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic weighted average common shares outstanding |  |  | 42,390 |  |  |  | 43,273 |  |  |  | 43,871 |  |  |  | 45,097 |  |  |  | 47,109 |
Diluted weighted average common shares outstanding |  |  | 42,953 |  |  |  | 43,997 |  |  |  | 44,737 |  |  |  | 45,942 |  |  |  | 48,104 |
Dividends per common share |  | $ | 0.20 |  |  | $ | 0.20 |  |  | $ | 0.20 |  |  | $ | 0.20 |  |  | $ | 0.20 |
Adjusted results: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Adjusted revenues |  |  | 2,360,583 |  |  |  | 2,320,219 |  |  |  | 2,084,490 |  |  |  | 1,847,011 |  |  |  | 1,882,187 |
Adjusted EBITDA |  |  | 400,688 |  |  |  | 359,425 |  |  |  | 327,210 |  |  |  | 239,671 |  |  |  | 220,806 |
Adjusted EBITDA margin |  |  | 17.0 | % |  |  | 15.5 | % |  |  | 15.7 | % |  |  | 13.0 | % |  |  | 11.7 | %

Consolidated Results

Since 2011, we have grown our revenues by 22.7%, from $1.9 billion in 2011 to $2.3 billion in 2015, representing a 4.2% compounded annual growth rate for that period. The majority of our revenue growth has been the result of our inorganic initiatives, described below, as we have been operating in a period of low to modest end market growth rates.

The trends in our operating income and income from continuing operations from 2011-2015 have been impacted by a number of acquisitions, dispositions, productivity improvement programs, and other matters, as follows:

| • |  | During 2015, we recognized severance, restructuring, and acquisition integration costs of $47.2 million related to a number of productivity improvement programs. In addition, we acquired Tripwire in our fiscal first quarter. We also recognized $9.2 million of compensation expense related to the accelerated vesting of acquiree stock based compensation awards related to our acquisition of Tripwire.

| • |  | During 2014, we recognized severance, restructuring, and acquisition integration costs of $70.8 million related to the integration of acquired businesses and a productivity improvement program. In 2014, we acquired Grass Valley, ProSoft, and Coast. We recognized purchase accounting effects related to acquisitions, including the adjustment of acquired inventory to fair value, of $8.4 million.

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| • |  | During 2013, we recognized severance and other restructuring costs, including accelerated depreciation expense, of $19.8 million, primarily related to plant consolidation activities in our Broadcast segment, and purchase accounting effects related to acquisitions, including the adjustment of acquired inventory to fair value, of $6.6 million. In 2013, we acquired Softel in our fiscal first quarter.

| • |  | In 2012, we acquired Miranda Technologies Inc. in our fiscal third quarter and PPC Broadband, Inc. in our fiscal fourth quarter. We sold certain assets of our Chinese cable operations that conducted business primarily in the consumer electronics end market at the end of our fiscal fourth quarter. We sold our Thermax and Raydex cable business in 2012, which has been treated as a discontinued operation. During 2012, we also recognized a loss on debt extinguishment of $52.5 million, asset impairment and loss on sale of assets of $33.7 million, purchase accounting effects related to acquisitions, including the adjustment of acquired inventory to fair value, of $18.8 million, and severance and other restructuring costs of $17.9 million.

| • |  | In 2011, we acquired ICM, Poliron, and Byres Security. During 2011, we also recognized severance expense of $4.9 million and asset impairment charges of $2.5 million.

See further discussion of our acquisitions and productivity improvement programs in Notes 3 and 12 to the Consolidated Financial Statements.

Adjusted Results

Since 2011, we have grown our Adjusted Revenues by 25.4%, from $1.9 billion in 2011 to $2.4 billion in 2015, representing a 4.6% compounded annual growth rate for that period. The majority of our Adjusted Revenue growth has been the result of our inorganic initiatives, described above, as we have been operating in a period of low to modest end market growth rates.

We have grown our Adjusted EBITDA by 81.5%, from $220.8 million in 2011 to $400.7 million in 2015, representing a 12.7% compounded annual growth rate for that period. Adjusted EBITDA has grown due to the results of our inorganic initiatives, described above, which have transformed our product portfolio. Importantly, however, our Adjusted EBITDA has also grown due to the impact of productivity improvement programs, as we are committed to continuously improving our cost structure in a low organic growth environment. Furthermore, our Adjusted EBITDA has improved as Lean enterprise techniques have been applied at our acquired companies. These factors have all led to the improvement in Adjusted EBITDA margins from 11.7% in 2011 to 17.0% in 2015.

Use of Non-GAAP Financial Information

Adjusted Revenues, Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP financial measures. In addition to reporting financial results in accordance with accounting principles generally accepted in the United States, we provide these non-GAAP 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; revenue and cost of sales deferrals for certain acquired product lines subject to software revenue recognition accounting requirements; severance, restructuring, and acquisition integration costs; gains (losses) recognized on the disposal of businesses and tangible assets; amortization of intangible assets; depreciation expense; gains (losses) on debt extinguishment; discontinued operations; and other costs. 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. Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in

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the United States and may not be comparable to similarly titled measures presented by other companies. The following tables reconcile our GAAP results to our non-GAAP financial measures:

|  | Years Ended |
|  | December 31, 2015 |  |  | December 31, 2014 |  |  | December 31, 2013 |  |  | December 31, 2012 |  |  | December 31, 2011 |
|  | (In thousands, except percentages) |
GAAP revenues |  | $ | 2,309,222 |  |  | $ | 2,308,265 |  |  | $ | 2,069,193 |  |  | $ | 1,840,739 |  |  | $ | 1,882,187 |
Deferred revenue adjustments (1) |  |  | 51,361 |  |  |  | 11,954 |  |  |  | 15,297 |  |  |  | 6,272 |  |  |  | — |
Adjusted revenues |  | $ | 2,360,583 |  |  | $ | 2,320,219 |  |  | $ | 2,084,490 |  |  | $ | 1,847,011 |  |  | $ | 1,882,187 |
GAAP operating income |  | $ | 140,553 |  |  | $ | 163,119 |  |  | $ | 201,262 |  |  | $ | 108,497 |  |  | $ | 165,206 |
Amortization of intangible assets |  |  | 103,791 |  |  |  | 58,426 |  |  |  | 50,803 |  |  |  | 22,792 |  |  |  | 13,149 |
Deferred gross profit adjustments (1) |  |  | 52,876 |  |  |  | 10,777 |  |  |  | 11,337 |  |  |  | 2,902 |  |  |  | — |
Depreciation expense |  |  | 46,551 |  |  |  | 43,736 |  |  |  | 43,648 |  |  |  | 35,095 |  |  |  | 34,964 |
Severance, restructuring, and acquisition integration costs (2) |  |  | 47,170 |  |  |  | 70,827 |  |  |  | 14,888 |  |  |  | 17,927 |  |  |  | 4,938 |
Purchase accounting effects related to acquisitions (3) |  |  | 9,747 |  |  |  | 12,540 |  |  |  | 6,550 |  |  |  | 18,782 |  |  |  | — |
Asset impairment and loss on sale of assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 33,676 |  |  |  | 2,549 |
Gain on sale of assets |  |  | — |  |  |  | — |  |  |  | (1,278 | ) |  |  | — |  |  |  | — |
Adjusted EBITDA |  | $ | 400,688 |  |  | $ | 359,425 |  |  | $ | 327,210 |  |  | $ | 239,671 |  |  | $ | 220,806 |
GAAP operating income margin |  |  | 6.1 | % |  |  | 7.1 | % |  |  | 9.7 | % |  |  | 5.9 | % |  |  | 8.8 | %
Adjusted EBITDA margin |  |  | 17.0 | % |  |  | 15.5 | % |  |  | 15.7 | % |  |  | 13.0 | % |  |  | 11.7 | %

(1) | Both our consolidated revenues and gross profit were negatively impacted by the reduction of the acquired deferred revenue balance to fair value associated with our acquisition of Tripwire on January 2, 2015, Grass Valley on March 31, 2014, and Miranda Technologies on July 27, 2012. See Note 3 to the Consolidated Financial Statements, Acquisitions.

(2) | See Note 12 to the Consolidated Financial Statements, Severance, Restructuring, and Acquisition Integration Activities, for details.

(3) | In 2015, we recognized $9.2 million of compensation expense related to the accelerated vesting of acquiree stock based compensation awards associated with our acquisition of Tripwire. In addition, we recognized $0.3 million of cost of sales related to the adjustment of acquired inventory to fair value related to our acquisition of Coast and $0.3 million of acquisition related transaction costs. In 2014, we recognized $8.4 million of cost of sales related to the adjustment of acquired inventory to fair value for our acquisitions of Grass Valley, ProSoft, and Coast, as well as $4.1 million of acquisition related transaction costs. In 2013, we recognized $6.6 million of cost of sales related to the adjustment of acquired inventory to fair value for our acquisition of PPC Broadband. See Note 3 to the Consolidated Financial Statements, Acquisitions. In 2012, we recognized $18.8 million of costs related to the adjustment of acquired inventory to fair value and transaction costs for our acquisitions of PPC Broadband and Miranda Technologies.

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