株探米国株
日本語 英語
エドガーで原本を確認する
0000913142false00009131422025-05-012025-05-01

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): May 1, 2025
Belden Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

_____________________
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:
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 May 1, 2025, Belden Inc. (the "Company") issued a press release announcing its financial results for the first quarter 2025. 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.
d) Exhibits.
Exhibit Number
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.
                                                        
    BELDEN INC.
Date: May 1, 2025     By:   /s/ Brian E. Anderson
      Brian E. Anderson
      Senior Vice President-Legal, General
      Counsel and Corporate Secretary




EX-99.1 2 companynewsreleasedatedmay.htm EX-99.1 Document

Exhibit 99.1

Belden Reports First Quarter 2025 Results


St. Louis, Missouri – May 1, 2025 - Belden Inc. (NYSE: BDC) (“Belden” or the “Company”), a leading global supplier of complete connection solutions, today reported fiscal first quarter results for the period ended March 30, 2025.

First Quarter 2025 Highlights
•Revenues of $625 million, up 17% y/y and up 11% y/y organically
•GAAP EPS of $1.27, up 41% y/y
•Adjusted EPS of $1.60, up 29% y/y
•Repurchased 0.8 million shares for $85 million during the quarter, and 1.0 million shares for $100 million year-to-date through April 30, 2025

“Thanks to the efforts of our team, Belden had a strong start to the year with revenues up 17%, combined with expanding margins,” said Ashish Chand, President and CEO of Belden. “Demand remains steady as customers navigate a period of increased uncertainty, with total orders up modestly on a sequential basis and up 18% compared to the prior year. I am pleased to see sustained organic growth, up 11% for the quarter, with expansion in both segments. We continue to capitalize on our solid balance sheet, utilizing $100 million towards share repurchases year-to-date, further reducing our share count by 1.0 million shares.”

First Quarter 2025

Revenues for the quarter increased $89 million, or 17%, to $625 million from $536 million in the year-ago period. Revenues increased 11% organically, with Automation Solutions up 16% and Smart Infrastructure Solutions up 6%. Net income was $52 million, compared to $37 million in the year-ago period. Net income as a percentage of revenues was 8.3%, compared to 7.0% in the year-ago period. EPS totaled $1.27 for the quarter, compared to $0.90 in the year-ago period.

Adjusted EBITDA was $104 million, up $19 million, or 23%, compared to $85 million in the year-ago period. Adjusted EBITDA margin was 16.6%, up 80 bps, compared to 15.8% in the year-ago period. Adjusted EPS was $1.60, increasing 29% compared to $1.24 in the year-ago period. Adjusted results are non-GAAP measures, and a non-GAAP reconciliation table is provided as an appendix to this release.

Outlook

We have executed well amid ongoing macroeconomic challenges; however, our customers still face heightened uncertainty as they navigate this rapidly changing environment. Assuming the continuation of current market conditions, Revenues for the second quarter are expected to be between $645 million and $660 million, representing a 7% to 9% increase over the prior-year quarter. GAAP EPS is expected to be between $1.25 and $1.35, representing a 5% to 13% increase over the prior-year quarter. Adjusted EPS is expected to be between $1.67 and $1.77, representing an 11% to 17% increase over the prior-year quarter.

“Our strategy of anchoring our solutions around the most critical customer challenges is yielding measurable results,” said Dr. Chand. “As customers work through today’s complex environment, our solutions and product portfolio are ideally aligned to capitalize on reindustrialization trends and the need for digitization and automation across many markets. A significant opportunity for our customers lies in establishing seamless IT/OT convergence, and we continue to invest in combining our automation and smart infrastructure technologies to enable this transformation in a differentiated manner. We have strong conviction in the long-term growth potential of our core markets, the operational discipline of our team, and our ability to deploy capital strategically to drive growth, enhance shareholder returns, and compound value over time.”



Second Quarter 2025:
Guidance
Revenues (million) $645 - $660
GAAP EPS $1.25 - $1.35
Adjusted EPS $1.67 - $1.77

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 online at https://investor.belden.com. The dial-in number for participants is 1-888-254-3590 with confirmation code 5489812. 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) and Organic Growth

All references to EPS within this earnings release refer to net income per diluted share attributable to Belden stockholders. 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
March 30, 2025 March 31, 2024
  (In thousands, except per share data)
Revenues $ 624,861  $ 535,675 
Cost of sales (379,021) (334,079)
Gross profit 245,840  201,596 
Selling, general and administrative expenses (131,522) (110,768)
Research and development expenses (28,417) (26,999)
Amortization of intangibles (13,275) (10,809)
Operating income 72,626  53,020 
Interest expense, net (10,104) (7,582)
Non-operating pension benefit (cost) (441) 231 
Income before taxes 62,081  45,669 
Income tax expense (10,144) (8,360)
Net income 51,937  37,309 
Less:  Net loss attributable to noncontrolling interest —  (4)
Net income attributable to Belden stockholders $ 51,937  $ 37,313 
Weighted average number of common shares and equivalents:
Basic 40,166  40,986 
Diluted 40,844  41,491 
Basic income per share attributable to Belden stockholders $ 1.29  $ 0.91 
Diluted income per share attributable to Belden stockholders $ 1.27  $ 0.90 
Common stock dividends declared per share $ 0.05  $ 0.05 




BELDEN INC.
OPERATING SEGMENT INFORMATION
(Unaudited)

Smart Infrastructure Solutions Automation Solutions
  (In thousands, except percentages)
For the three months ended March 30, 2025
Segment Revenues $ 274,050  $ 350,811 
Segment EBITDA 31,135  73,325 
Segment EBITDA margin 11.4  % 20.9  %
Depreciation expense 6,572  7,324 
Amortization of intangibles 8,656  4,619 
Amortization of software development intangible assets 18  2,595 
Severance, restructuring, and acquisition integration costs 957  741 
Adjustments related to acquisitions and divestitures —  298 
For the three months ended March 31, 2024
Segment Revenues $ 234,089  $ 301,586 
Segment EBITDA 25,788  58,745 
Segment EBITDA margin 11.0  % 19.5  %
Depreciation expense 6,305  7,160 
Amortization of intangibles 5,719  5,090 
Amortization of software development intangible assets —  2,713 
Severance, restructuring, and acquisition integration costs 1,590  2,622 
Adjustments related to acquisitions and divestitures —  298 




BELDEN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 30,
2025
December 31,
2024
 (Unaudited)
  (In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 258,997  $ 370,302 
Receivables, net 419,970  409,711 
Inventories, net 373,045  343,099 
Other current assets 80,509  73,117 
            Total current assets 1,132,521  1,196,229 
Property, plant and equipment, less accumulated depreciation 505,648  495,625 
Operating lease right-of-use assets 116,119  118,551 
Goodwill 1,018,777  1,018,677 
Intangible assets, less accumulated amortization 416,666  419,074 
Deferred income taxes 16,289  16,353 
Other long-lived assets 64,493  63,429 
$ 3,270,513  $ 3,327,938 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 307,057  $ 315,724 
Accrued liabilities 281,171  306,980 
Total current liabilities 588,228  622,704 
Long-term debt 1,178,604  1,130,101 
Postretirement benefits 65,247  63,260 
Deferred income taxes 77,463  77,333 
Long-term operating lease liabilities 97,158  100,049 
Other long-term liabilities 41,306  39,755 
Stockholders’ equity:
Common stock 503  503 
Additional paid-in capital 840,565  839,755 
Retained earnings 1,225,949  1,176,036 
Accumulated other comprehensive loss (40,682) (3,532)
Treasury stock (803,828) (718,026)
Total stockholders’ equity 1,222,507  1,294,736 
$ 3,270,513  $ 3,327,938 






BELDEN INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)
 
  Three Months Ended
  March 30, 2025 March 31, 2024
  (In thousands)
Cash flows from operating activities:
Net income $ 51,937  $ 37,309 
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization 29,784  26,987 
Share-based compensation 7,776  6,397 
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:
Receivables (5,934) 54,472 
Inventories (26,676) (9,657)
Accounts payable (8,612) (76,904)
Accrued liabilities (40,913) (45,868)
Income taxes 6,813  9,470 
Other assets (3,634) (1,353)
Other liabilities (3,100) 1,868 
Net cash provided by operating activities 7,441  2,721 
Cash flows from investing activities:
Capital expenditures (32,202) (24,250)
Cash from business acquisitions 7,918  — 
Proceeds from disposal of tangible assets 106  60 
Net cash used for investing activities (24,178) (24,190)
Cash flows from financing activities:
Payments under share repurchase program (84,492) (57,865)
Withholding tax payments for share-based payment awards (13,671) (7,921)
Cash dividends paid (2,017) (2,075)
Payments under financing lease obligations (422) (227)
Proceeds from issuance of common stock 3,818  3,152 
Net cash used for financing activities (96,784) (64,936)
Effect of foreign currency exchange rate changes on cash and cash equivalents 2,216  (3,809)
   Decrease in cash and cash equivalents (111,305) (90,214)
Cash and cash equivalents, beginning of period 370,302  597,044 
   Cash and cash equivalents, end of period $ 258,997  $ 506,830 





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
March 30, 2025 March 31, 2024
(In thousands, except percentages and per share amounts)
Revenues $ 624,861  $ 535,675 
GAAP gross profit $ 245,840  $ 201,596 
Amortization of software development intangible assets 2,613  2,713 
Severance, restructuring, and acquisition integration costs 1,287 
Adjusted gross profit $ 248,462  $ 205,596 
GAAP gross profit margin 39.3  % 37.6  %
Adjusted gross profit margin 39.8  % 38.4  %
GAAP selling, general and administrative expenses $ (131,522) $ (110,768)
Severance, restructuring, and acquisition integration costs 1,594  2,326 
Adjustments related to acquisitions and divestitures 298  298 
Adjusted selling, general and administrative expenses $ (129,630) $ (108,144)
GAAP research and development expenses $ (28,417) $ (26,999)
Severance, restructuring, and acquisition integration costs 95  599 
Adjusted research and development expenses $ (28,322) $ (26,400)
GAAP net income $ 51,937  $ 37,309 
Income tax expense 10,144  8,360 
Interest expense, net 10,104  7,582 
Total non-operating adjustments 20,248  15,942 
Amortization of intangible assets 13,275  10,809 
Amortization of software development intangible assets 2,613  2,713 
Severance, restructuring, and acquisition integration costs 1,698  4,212 
Adjustments related to acquisitions and divestitures 298  298 
Total operating income adjustments 17,884  18,032 
Depreciation expense 13,896  13,465 
Adjusted EBITDA $ 103,965  $ 84,748 
GAAP net income margin 8.3  % 7.0  %
Adjusted EBITDA margin 16.6  % 15.8  %
GAAP net income $ 51,937  $ 37,309 
Less:  Net loss attributable to noncontrolling interest —  (4)
GAAP net income attributable to Belden stockholders $ 51,937  $ 37,313 
GAAP net income $ 51,937  $ 37,309 
Plus: Operating income adjustments from above 17,884  18,032 
Less: Tax effect of adjustments above 4,336  4,069 
Less:  Net loss attributable to noncontrolling interest —  (4)
Adjusted net income attributable to Belden stockholders $ 65,485  $ 51,276 
GAAP income per diluted share attributable to Belden stockholders $ 1.27  $ 0.90 
Adjusted income per diluted share attributable to Belden stockholders $ 1.60  $ 1.24 
GAAP and adjusted diluted weighted average shares 40,844  41,491 





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 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
  March 30, 2025 March 31, 2024
  (In thousands)
GAAP net cash provided by operating activities $ 7,441  $ 2,721 
Capital expenditures (32,202) (24,250)
Proceeds from disposal of tangible assets 106  60 
Non-GAAP free cash flow $ (24,655) $ (21,469)




BELDEN INC.
RECONCILIATION OF NON-GAAP MEASURES
2025 Guidance

  Three Months Ended
  June 29, 2025
 
GAAP income per diluted share attributable to Belden stockholders $1.25 - $1.35
Amortization of intangible assets 0.30
Severance, restructuring, and acquisition integration costs 0.11
Adjustments related to acquisitions and divestitures 0.01
Adjusted income per diluted share attributable to Belden stockholders $1.67 - $1.77

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 second quarter of 2025 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 volatility in global trade policies and tariffs; disruptions in the Company’s information systems including due to cyber-attacks; foreign and domestic political, economic and other uncertainties, including changes in currency exchange rates; the impact of a challenging global economy, including the impact of inflation, or a downturn in served markets; inflation and changes in the price and availability of raw materials leading to higher input and labor costs; the competitiveness of the global markets in which we operate; 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 of the Company to develop and introduce new products; competitive responses to our products; difficulty in forecasting revenues due to the unpredictable timing of orders related to customer projects as well as the impacts of channel inventory; 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 presence of substitute products in the marketplace; the impacts of extreme weather events and other climate-related catastrophes; the possibility of future epidemics or pandemics; volatility in credit and foreign exchange markets; changes in tax laws and variability in the Company’s quarterly and annual effective tax rates; the inability to successfully complete and integrate acquisitions, in furtherance of the Company’s strategic plan, as well as the inability to accurately forecast the financial impacts of acquisitions; 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, 2024, filed with the SEC on February 13, 2025. 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 complete connection solutions that unlock untold possibilities for our customers, their customers and the world. We advance ideas and technologies that enable a safer, smarter and more prosperous future. Throughout our 120+ year history we have evolved as a company, but our purpose remains – making connections. By connecting people, information and ideas, we make it possible. 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 X/Twitter.




BDC-Financial

Contact:
Belden Investor Relations
Aaron Reddington, CFA
(317) 219-9359
Investor.Relations@Belden.com