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Business Combinations
12 Months Ended
Dec. 31, 2011
Business Combinations [Abstract]  
Business Combinations
Business Combinations
TriAccess Technologies, Inc, ("TA")
On September 3, 2009, the Company completed the acquisition of TA, a provider of Cable TV and Fiber to the Home and RF specific integrated circuits for the amplification of multimedia content, by purchasing 100% of TA’s outstanding shares. Details of the purchase price are as follows:
 
Cash paid at closing, net of cash acquired
$
7,984

Estimated earnout payment liability
1,398

Total
$
9,382


The earnout payment liability was estimated at its fair value and represented an obligation to pay up to $5,000 to the former TA shareholders, over three years, upon TA product sales meeting certain revenue thresholds. No earnout was paid in 2010 or 2011 because the TA product sales did not meet the thresholds. See Note 3 for a reconciliation of the fair market value of the earnout payment liability since the acquisition occurred.
The Company estimated the fair value of the identifiable intangible assets, which are subject to amortization, using a cash flow based approach discounted with a market discount rate. In-process research and development is considered an indefinite lived asset and will be amortized or impaired upon completion or abandonment of specific projects. All other intangible assets will be amortized over a period of three to five years. Goodwill is calculated as the purchase price in excess of the fair values of TA’s assets and liabilities and represents the Company’s opportunity to expand its product line into video delivery, a high margin high growth market currently underserved by the Company. The goodwill is not deductible for tax purposes. The purchase price was allocated to TA’s assets and liabilities based upon fair values as follows: 
 
 
Tangible assets acquired, net of cash acquired
$
(4
)
Developed technology
3,680

In-process research and development
2,330

Goodwill
3,376

Total
$
9,382


The results of operations for the TA business are included in the Company’s consolidated statements of income from September 3, 2009 forward. Pro forma results of operations have not been presented for this acquisition because its effect was not material to the Company.
WJ Communications, Inc. ("WJ")
As part of its acquisition of WJ in 2008, the Company committed to a restructuring plan to consolidate facilities in San Jose, California and China and to reduce certain redundant positions in the WJ operations as a result of the acquisition. All payments related to this restructuring were completed during 2011.
The following table summarizes the charges taken and payments made as part of the restructuring plan:
 
Personnel
 
Lease
 abandonment
costs
 
Total
Balance at December 31, 2009
$
54

 
$
5,117

 
$
5,171

Payments
(54
)
 
(4,138
)
 
(4,192
)
Accretion

 
139

 
139

Balance at December 31, 2010
$

 
$
1,118

 
$
1,118

Payments

 
(1,118
)
 
(1,118
)
Balance at December 31, 2011
$

 
$

 
$