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Acquisitions | 9 Months Ended
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Sep. 29, 2019
Business Combinations [Abstract] |
Acquisitions | Acquisitions Opterna International Corp. We acquired 100% of the shares of Opterna International Corp. (Opterna) on April 15, 2019 for a preliminary purchase price, net of cash acquired, of $51.7 million. Of the $51.7 million purchase price, $45.5 million and $0.4 million was paid on April 15, 2019 and September 25, 2019, respectively, with cash on hand. The acquisition included a potential earnout, which is based upon future Opterna financial targets through April 15, 2021. The maximum earnout consideration is $25.0 million, but based upon a third party valuation specialist using certain assumptions in a discounted cash flow model, the estimated fair value of the earnout included in the purchase price is $5.8 million. Opterna is an international fiber optics solutions business based in Sterling, Virginia, which designs and manufactures a range of complementary fiber connectivity, cabinet, and enclosure products used in optical networks. The results of Opterna have been included in our Consolidated Financial Statements from April 15, 2019, and are reported within the Enterprise Solutions segment. Certain subsidiaries of Opterna include noncontrolling interests. Because Opterna has a controlling financial interest in these subsidiaries, they are consolidated into our financial statements. The results that are attributable to the noncontrolling interest holders are presented as net income attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations. An immaterial amount of Opterna's revenues are generated from transactions with the noncontrolling interests. The following table summarizes the estimated, preliminary fair values of the assets acquired and the liabilities assumed as of April 15, 2019 (in thousands):
Receivables |  | $ | 5,308 |
Inventory |  | 7,470 |
Prepaid and other current assets |  | 566 |
Property, plant, and equipment |  | 1,328 |
Intangible assets |  | 28,000 |
Goodwill |  | 35,565 |
Deferred income taxes |  | 36 |
Operating lease right-to-use assets |  | 2,204 |
Other long-lived assets |  | 2,070 |
Total assets acquired |  | $ | 82,547 |
Accounts payable |  | $ | 4,847 |
Accrued liabilities |  | 4,346 |
Long-term deferred tax liability |  | 7,342 |
Long-term operating lease liability |  | 1,923 |
Other long-term liabilities |  | 7,153 |
Total liabilities assumed |  | $ | 25,611 |
Net assets |  | 56,936 |
Noncontrolling interests |  | 5,195 |
Net assets attributable to Belden |  | $ | 51,741 |
The above purchase price allocation is preliminary, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of receivables, inventories, intangible assets, goodwill, deferred income taxes, other assets and liabilities, and noncontrolling interests are subject to change. A change in the estimated fair value of the net assets acquired or noncontrolling interests will change the amount of the purchase price allocable to goodwill. During the third quarter 2019, we recorded measurement-period adjustments that decreased goodwill by approximately $9.4 million primarily for changes in the fair value of the earnout. The impact of these adjustments to the consolidated statement of operations was immaterial. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the preliminary fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations. The preliminary fair value of acquired receivables is $5.3 million, which is equivalent to its gross contractual amount. For purposes of the above allocation, we based our preliminary estimate of the fair values for the acquired inventory, intangible assets, and noncontrolling interests on valuation studies performed by a third party valuation firm. We have estimated a preliminary fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets (Level 3 valuation). Our preliminary estimate of the fair values for the noncontrolling interests were based on the comparable EBITDA multiple valuation technique (Level 3 valuation). Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expansion of product offerings in the optical fiber market. Our tax basis in the acquired goodwill is zero. The intangible assets related to the acquisition consisted of the following:
|  | Fair Value |  | Amortization Period
|  | (In thousands) |  | (In years)
Intangible assets subject to amortization: |  |  |  |
Developed technologies |  | $ | 3,400 |  |  | 5.0
Customer relationships |  | 22,800 |  |  | 15.0
Sales backlog |  | 1,300 |  |  | 0.5
Trademarks |  | 500 |  |  | 2.0
Total intangible assets subject to amortization |  | $ | 28,000 |  |  |
Intangible assets not subject to amortization: |  |  |  |
Goodwill |  | $ | 35,565 |  |  | n/a
Total intangible assets not subject to amortization |  | $ | 35,565 |  |  |
Total intangible assets |  | $ | 63,565 |  |  |
Weighted average amortization period |  |  |  | 12.9
The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship and control of the items transfers. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks. Our consolidated revenues for the three and nine months ended September 29, 2019 included $9.1 million and $17.9 million, respectively, from Opterna. Our consolidated loss before taxes for the three and nine months ended September 29, 2019 included $(0.2) million and $(0.3) million, respectively, from Opterna. For the three months ended September 29, 2019, the loss before taxes included $3.1 million of severance and other restructuring costs, $1.4 million of amortization of intangible assets, and $(0.1) million of cost of sales related to the adjustment of acquired inventory to fair value. For the nine months ended September 29, 2019, the loss before taxes included $5.6 million of severance and other restructuring costs, $2.3 million of amortization of intangible assets, and $0.5 million of cost of sales related to the adjustment of acquired inventory to fair value. Our consolidated loss for the three and nine months ended September 29, 2019 included $0.0 million and $0.1 million, respectively, of net income attributable to noncontrolling interests of Opterna. The following table illustrates the unaudited pro forma effect on operating results as if the Opterna acquisition had been completed as of January 1, 2018.
|  | Three Months Ended |  | Nine Months Ended
|  | September 29, 2019 |  | September 30, 2018 |  | September 29, 2019 |  | September 30, 2018
|  | (In thousands, except per share data)
|  | (Unaudited)
Revenues |  | $ | 620,318 |  |  | $ | 666,048 |  |  | $ | 1,853,639 |  |  | $ | 1,957,512 |
Net income (loss) attributable to Belden common stockholders |  | (295,312 | ) |  | 77,417 |  |  | (242,579 | ) |  | 87,250 |
Diluted income (loss) per share attributable to Belden common stockholders |  | $ | (6.64 | ) |  | $ | 1.62 |  |  | $ | (5.90 | ) |  | $ | 2.11 |
The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition. FutureLink We acquired the FutureLink product line and related assets from Suttle, Inc. on April 5, 2019 for a purchase price of $5.0 million, which was funded with cash on hand. The acquisition of FutureLink allows us to offer a more complete set of fiber product offerings. The results from the acquisition of FutureLink have been included in our Condensed Consolidated Financial Statements from April 5, 2019, and are reported within the Enterprise Solutions segment. The acquisition of FutureLink was not material to our financial position or results of operations. Net-Tech Technology, Inc. We acquired 100% of the shares of Net-Tech Technology, Inc. (NT2) on April 25, 2018 for a purchase price of $8.5 million, which was funded with cash on hand. NT2 is an integrator of optical passive components and network optimization products used within broadband network applications where optical backhaul is used. NT2 is located in the United States. The results of NT2 have been included in our Consolidated Financial Statements from April 25, 2018, and are reported within the Enterprise Solutions segment. The NT2 acquisition was not material to our financial position or results of operations. Snell Advanced Media We acquired 100% of the outstanding ownership interest in Snell Advanced Media (SAM) on February 8, 2018 for a purchase price, net of cash acquired, of $104.6 million. Of the $104.6 million purchase price, $75.2 million was paid on February 8, 2018 and was funded with cash on hand. The acquisition included a potential earnout, which is based upon future combined earnings of SAM and Grass Valley through December 31, 2019. The maximum earnout consideration is $31.4 million, but based upon a third party valuation specialist using certain assumptions in a discounted cash flow model, the estimated fair value of the earnout included in the purchase price was $29.3 million. We assumed debt of $19.3 million and paid it off during the first quarter of 2018. During the first quarter of 2019, we signed a settlement agreement with the sellers of SAM for claims arising over the timing of the earnout consideration outlined in the purchase agreement, and as part of the settlement, the parties agreed that the maximum earnout consideration of $31.4 million would be payable during the first quarter 2020, unless earlier payment is required as per the terms of the purchase agreement. SAM designs, manufactures, and sells innovative content production and distribution systems for the broadcast and media markets. SAM is located in the United Kingdom. The results of SAM have been included in our Consolidated Financial Statements from February 8, 2018, and are reported within the Enterprise Solutions segment. The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as of February 8, 2018 (in thousands):
Receivables |  | $ | 16,551 |
Inventory |  | 15,084 |
Prepaid and other current assets |  | 3,799 |
Property, plant, and equipment |  | 7,716 |
Intangible assets |  | 51,000 |
Goodwill |  | 103,466 |
Deferred income taxes |  | 1,388 |
Other long-lived assets |  | 3,046 |
Total assets acquired |  | $ | 202,050 |
Accounts payable |  | $ | 11,825 |
Accrued liabilities |  | 25,135 |
Deferred revenue |  | 8,860 |
Long-term debt |  | 19,315 |
Postretirement benefits |  | 31,774 |
Other long-term liabilities |  | 591 |
Total liabilities assumed |  | $ | 97,500 |
Net assets |  | $ | 104,550 |
During 2019, we did not record any significant measurement-period adjustments. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments we have used in estimating the fair values assigned to each class of acquired assets and assumed liabilities could materially affect the results of our operations. The fair value of acquired receivables is $16.6 million, which is equivalent to its gross contractual amount. For purposes of the above allocation, we based our estimate of the fair values for the acquired inventory; property, plant, and equipment; intangible assets; and deferred revenue on valuation studies performed by a third party valuation firm. We have estimated a fair value adjustment for inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal, and a reasonable profit allowance for our post acquisition selling efforts. To determine the value of the acquired property, plant, and equipment, we used various valuation methods, including both the market approach, which considers sales prices of similar assets in similar conditions (Level 2 valuation), and the cost approach, which considers the cost to replace the asset adjusted for depreciation (Level 3 valuation). We used various valuation methods including discounted cash flows, lost income, excess earnings, and relief from royalty to estimate the fair value of the identifiable intangible assets and deferred revenue (Level 3 valuation). Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill is primarily attributable to expected synergies and the assembled workforce. The expected synergies for the SAM acquisition may be gained from helping broadcast and media content creators, aggregators and distributors significantly improve their effectiveness and efficiency during a period of rapid change in technology, viewer and advertiser behavior and business models. Our tax basis in the acquired goodwill is zero. The intangible assets related to the acquisition consisted of the following:
|  | Fair Value |  | Amortization Period
|  | (In thousands) |  | (In years)
Intangible assets subject to amortization: |  |  |  |
Developed technologies |  | $ | 36,500 |  |  | 5.0
Customer relationships |  | 11,000 |  |  | 12.0
Sales backlog |  | 1,900 |  |  | 0.3
Trademarks |  | 1,600 |  |  | 0.9
Total intangible assets subject to amortization |  | $ | 51,000 |  |  |
Intangible assets not subject to amortization: |  |  |  |
Goodwill |  | $ | 103,466 |  |  | n/a
Total intangible assets not subject to amortization |  | $ | 103,466 |  |  |
Total intangible assets |  | $ | 154,466 |  |  |
Weighted average amortization period |  |  |  | 6.2 years
The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset. The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship. The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks. SAM is included in our Grass Valley reporting unit, and as discussed further in Note 8, during the three and nine months ended September 29, 2019, we recognized a total goodwill and other asset impairment charge of $342.1 million for the Grass Valley reporting unit. Our consolidated revenues for the three and nine months ended September 30, 2018 included an estimated $25.3 million and $77.2 million, respectively, from SAM. Due to the integration of SAM into our existing business, we are unable to reasonably estimate the amount of income before taxes from SAM included in our consolidated financial statements. Our consolidated income before taxes for the three months ended September 30, 2018 included $7.1 million of severance and other restructuring costs, $3.7 million of amortization of intangible assets, and $0.6 million of cost of sales related to the adjustment of acquired inventory to fair value from SAM. Our consolidated income before taxes for the nine months ended September 30, 2018 included $36.6 million of severance and other restructuring costs, $8.7 million of amortization of intangible assets, and $1.8 million of cost of sales related to the adjustment of acquired inventory to fair value from SAM. The following table illustrates the unaudited pro forma effect on operating results as if the SAM acquisition had been completed as of January 1, 2017.
|  | Three Months Ended |  | Nine Months Ended
|  | September 30, 2018 |  | September 30, 2018
|  | (In thousands, except per share data)
|  | (Unaudited)
Revenues |  | $ | 659,003 |  |  | $ | 1,944,628 |
Net income attributable to Belden common stockholders |  | 92,769 |  |  | 126,937 |
Diluted income per share attributable to Belden common stockholders |  | $ | 2.13 |  |  | $ | 3.08 |
The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition.

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