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Acquisitions
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Acquisitions

2. Acquisitions

Circle Operator Business

On February 12, 2020, the Company acquired the operator business of Circle Media Labs Inc. (“Circle”) pursuant to a certain Asset Purchase Agreement by and between the Company and Circle.

The following table summarizes the consideration paid for the Circle acquisition in 2020 (unaudited, in thousands):  

 

Fair value of assets acquired

 

$

14,966

 

Fair value of liabilities assumed

 

 

1,466

 

Total purchase price

 

$

13,500

 

 

 

 

 

 

Components of purchase price:

 

 

 

 

Cash

 

$

13,500

 

Total purchase price

 

$

13,500

 

F-13

 

The Company’s allocation of the purchase price is summarized as follows (in thousands):

 

Assets:

 

 

 

 

Inventory, net

 

$

14

 

Intangible assets

 

 

10,483

 

Goodwill

 

 

4,469

 

Total assets

 

$

14,966

 

Liabilities:

 

 

 

 

Deferred revenue

 

$

1,290

 

Amounts due to seller

 

 

176

 

Total liabilities

 

$

1,466

 

Total purchase price

 

$

13,500

 

All of the goodwill will be deductible for tax purposes.

Pursuant to the transaction, Smith Micro acquired certain assets related to the Circle operator business, including two new customer contracts and a source code license to Circle’s then deployed parental control software and related technology.

Unaudited pro forma results of operations for the years ended December 31, 2020 and 2019 are included below as if the Circle acquisition occurred on January 1, 2019. This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Circle been acquired at the beginning of 2019, nor does it purport to represent results of operations for any future periods.

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

 

(in thousands, except per share amounts)

 

Revenues

 

$

51,767

 

 

$

47,252

 

Net income

 

 

4,225

 

 

 

10,322

 

Earnings per share:

 

 

 

 

 

 

 

 

Basic

 

$

0.10

 

 

$

0.30

 

Diluted

 

$

0.10

 

 

$

0.28

 

Smart Retail

In December 2018, the Company entered into a definitive agreement to acquire the net assets of ISM Connect, LLC’s Smart Retail product Suite (“Smart Retail”). The transaction closed on January 9, 2019.  

The following table summarizes the consideration paid for the Smart Retail acquisition in 2019 (in thousands):

 

Fair value of assets acquired

 

$

9,394

 

Fair value of liabilities assumed

 

 

291

 

Total purchase price

 

$

9,103

 

 

 

 

 

 

Components of purchase price:

 

 

 

 

Cash

 

$

3,974

 

Common stock

 

 

5,129

 

Total purchase price

 

$

9,103

 

F-14

 

The Company’s allocation of the purchase price is summarized as follows (in thousands):

 

Assets:

 

 

 

 

Costs incurred on projects not complete

 

$

53

 

Intangible assets

 

 

5,229

 

Goodwill

 

 

4,112

 

Total assets

 

$

9,394

 

Liabilities:

 

 

 

 

Deferred revenue

 

$

291

 

Total liabilities

 

$

291

 

Total purchase price

 

$

9,103

 

 

All of the goodwill will be deductible for tax purposes.

The purpose of the Smart Retail acquisition was to acquire a new growing and profitable revenue stream while deepening the relationships with our customers. The Smart Retail platform, which the Company now calls ViewSpot, enables wireless carriers and retailers to offer powerful on-screen, interactive device demos that deliver consistent, secure and targeted content that showcase the features of the devices that consumers what to see and learn more about. ViewSpot provides analytics capabilities, which allows customers to gain valuable insights and buying behaviors. The platform was a logical addition to the Company’s existing product line that reaches wireless carriers and provides them with services that can attract and retain customers.