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Acquisitions
9 Months Ended
Sep. 30, 2012
Business Combinations [Abstract]  
Acquisitions
Acquisitions
On October 4, 2011, we acquired the secure data storage hardware of IronKey Systems Inc. (IronKey) for a cash payment of $19.0 million. During the second quarter of 2012, we recorded an adjustment to the purchase price related to working capital in the amount of $0.6 million. As the purchase accounting for this acquisition was finalized in 2011, the adjustment was recorded as a charge to restructuring and other in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2012.
On June 4, 2011, we acquired the assets of MXI Security, a leader in high-security and privacy technologies, from Memory Experts International Inc. (MXI). The purchase price included future contingent consideration totaling up to $45.0 million with an estimated fair value of $9.2 million at the time of the acquisition. The amount of contingent consideration was to be based on incremental revenue and gross margin percent from MXI and MXI-based Defender branded products.
During the second quarter of 2012, the MXI Security contingent consideration agreement was amended in light of the IronKey acquisition that occurred late in 2011. Under the amended agreement, the amount of contingent consideration will continue to range up to $45.0 million, and will be based on incremental gross profit (revenue less cost of goods sold) and gross margin percent from MXI branded products, IronKey products and all other Defender branded products as well as future Imation Mobile Security products. The second earn-out payment ranges up to $25.0 million with the sum of the first and second payments being up to a maximum of $25.0 million. The first earn-out payment was not achieved. The second earn-out payment is based on gross profit and gross margin percent achieved from July 1, 2012 through June 30, 2013. The third earn-out payment ranges up to $20.0 million and is based on gross profit and gross margin percent achieved from January 1, 2013 through December 31, 2013.
We remeasure the remaining contingent consideration each reporting period. During the three months ended June 30, 2012 we adjusted our internal financial forecast for the Mobile Security reporting unit resulting in a change in timing of the expected cash flows. This impacted the value of the MXI Security contingent consideration obligation and at June 30, 2012 the estimated fair value was determined to be $6.4 million, resulting in a decrease of $2.8 million for the three and six months ended June 30, 2012. During the three months ended September 30, 2012, we adjusted our internal financial forecast for the Mobile Security reporting unit reflecting lower expected short-term revenues and slightly lower gross margins as we enter the medium security markets. This impacted the value of the MXI Security contingent consideration obligation and at September 30, 2012, the estimated fair value was determined to be $0.9 million, resulting in a decrease of $5.5 million and $8.3 million for the three and nine months ended September 30, 2012, respectively. These adjustments were recorded as a benefit in restructuring and other in the Condensed Consolidated Statements of Operations. See Note 12 - Fair Value Measurements for further discussion of our valuation technique.
On February 28, 2011, we acquired substantially all of the assets of BeCompliant Corporation, doing business as Encryptx (Encryptx). The purchase price included future contingent consideration with an estimated fair value of $1.3 million at the time of the acquisition. During the nine months ended September 30, 2012, we paid $0.7 million of the consideration. The final contingent consideration payment, up to a maximum of $0.7 million, will be determined based on certain 2012 milestones and any amount due will be paid during the first quarter of 2013. Based on our analysis of fair value as of September 30, 2012, the fair value of the remaining consideration did not change significantly.