XML 17 R8.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions
12 Months Ended
Dec. 31, 2011
Acquisitions [Abstract]  
Acquisitions

2. Acquisitions

Core Mobility, Inc.

On October 26, 2009, the Company acquired Core Mobility, a developer of mobility software and solutions, for $10 million in cash and 700,000 shares of Smith Micro common stock. Core Mobility became a wholly-owned subsidiary of Smith Micro. In addition, the former shareholders of Core Mobility had the ability to earn additional cash consideration of up to $1.9 million in the form of earn-out payments, contingent on Core Mobility achieving certain milestone deliverables for product development and deployment. In March 2010, a milestone payment of $0.6 million was made. Of the $10 million of cash consideration, $3.0 million was held back (“Holdback”) as security against possible indemnification obligations. As of December 31, 2010, the entire Holdback had been paid. Acquisition-related costs of $0.2 million were recorded as expense in the fiscal year ended December 31, 2009 in the general and administrative section of the consolidated statement of operations.

The total purchase price is summarized as follows (in thousands):

 

         

Cash paid at closing

  $ 6,970  

Holdback (including interest)

    3,041  

Common stock issued

    6,881  

Milestone payments

    1,839  
   

 

 

 

Total purchase price

  $ 18,731  
   

 

 

 

 

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

 

         

Assets:

       

Cash

  $ 63  

Accounts receivable

    997  

Unbilled receivable

    324  

Prepaid and other assets

    279  

Fixed assets

    856  

Deferred tax assets

    1,735  

Intangible assets

    8,858  

Goodwill

    10,694  
   

 

 

 

Total assets

    23,806  
   

 

 

 
         

Liabilities:

       

Accounts payable

    26  

Accrued expenses

    258  

Deferred revenue

    1,280  

Deferred tax liability

    3,511  
   

 

 

 

Total liabilities

    5,075  
         
   

 

 

 

Total purchase price

  $ 18,731  
   

 

 

 

The results of operations of Core Mobility have been included in the Company’s consolidated financial statements from the date of acquisition. The pro-forma effect of the acquisition on historical periods is not material and therefore is not included.