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Note 3. Acquisitions
MagnaLynx
In March 2010, the Company acquired all of the outstanding stock of MagnaLynx, Inc. (MagnaLynx), a provider of semiconductor interface technology. Under the terms of the merger agreement, the Company paid approximately $2.2 million to settle debt and certain other liabilities of MagnaLynx and approximately $1.2 million to MagnaLynx shareholders. An additional $0.5 million, referred to as the indemnification holdback, is payable 18 months after the closing, net of any costs related to indemnification claims that may arise during such 18 month period. In addition, the Company agreed to pay up to an additional $1.0 million to the former shareholders of MagnaLynx, shortly after the first anniversary of the closing date, as earn-out consideration based on MagnaLynx meeting certain contractually agreed-upon development milestones. This earn-out consideration was included in the acquisition price because the Company expected that it was more likely than not that the objectives related to this earn-out would be met. In March 2011, the earn-out milestones were achieved, and the Company paid the $1.0 million in the second quarter of 2011.
The Company recorded a total acquisition price as follows (in thousands):
|
Cash |
|
$ |
3,355 |
|
|
Acquisition-related earn-out |
|
1,000 |
|
|
Indemnification holdback |
|
500 |
|
|
Liabilities assumed by MoSys |
|
32 |
|
|
Total acquisition price |
|
$ |
4,887 |
|
The allocation of the acquisition price for net tangible and intangible assets was as follows (in thousands):
|
Net tangible assets |
|
$ |
100 |
|
|
Intangible asset - developed technology |
|
4,440 |
|
|
Goodwill |
|
347 |
|
|
Total acquisition price |
|
$ |
4,887 |
|
Goodwill represents the excess of the acquisition price of an acquired business over the fair value of the underlying net tangible and intangible assets. Included in the goodwill amount is the value of the acquired workforce, which has significant expertise in low-power interface IP. The goodwill recognized is expected to be deductible for income tax purposes.
The value of the identifiable intangible asset was determined by using future cash flow assumptions. The intangible asset, which is considered developed technology, is being amortized on a straight-line basis over its estimated life of five years.
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