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Acquisitions
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Acquisitions

2. Acquisitions

The Company did not engage in any acquisitions during 2017.

The following table summarizes the consideration paid for acquisitions in 2016 (in thousands):

 

Fair value of assets acquired

 

$

5,843

 

Fair value of liabilities assumed

 

 

1,525

 

Total purchase price

 

$

4,318

 

 

 

 

 

 

Allocation of purchase price:

 

 

 

 

Cash

 

$

2,581

 

Common stock

 

 

1,737

 

Total purchase price

 

$

4,318

 

 

 

 

 

 

Cash consideration paid

 

$

2,581

 

Less: cash acquired

 

 

(96

)

Cash consideration paid, net of cash acquired

 

$

2,485

 

Birdstep Technology AB

On April 7, 2016, pursuant to the Share Purchase Agreement, dated as of March 8, 2016, by and between the Company and Birdstep Technology ASA (“Birdstep”), the Company completed its acquisition of 100% of the outstanding capital stock of Birdstep’s wholly owned Swedish subsidiary, Birdstep Technology AB. Pursuant to the terms of the Share Purchase Agreement, the Company paid a net purchase price of $2.0 million in cash to Birdstep at the closing. As a result of the acquisition, Birdstep Technology AB became a wholly-owned subsidiary of the Company. Acquisition-related costs of $0.2 million were recorded as expense in the fiscal year 2016 in the general and administrative section of the consolidated statement of operations.

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

 

Assets:

 

 

 

 

Cash and cash equivalents

 

$

73

 

Accounts receivable

 

 

99

 

Income tax receivable

 

 

103

 

Prepaids and other current assets

 

 

311

 

Equipment and improvements

 

 

30

 

Intangible assets

 

 

670

 

Goodwill

 

 

1,991

 

Total assets

 

$

3,277

 

Liabilities:

 

 

 

 

Accounts payable

 

$

223

 

Accrued liabilities

 

 

421

 

Deferred revenue

 

 

486

 

Deferred tax liability

 

 

147

 

Total liabilities

 

$

1,277

 

Total purchase price

 

$

2,000

 

 

The results of operations of Birdstep Technology AB 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.

 

The purpose of the Birdstep acquisition was to re-enter the Asia-Pacific and European wireless markets, and to acquire engineering talent that was already in place and developing essentially the same NetWise-type products that we were.

iMobileMagic – Mobile Experiences, LDA

On July 19, 2016, the Company and iMobileMagic – Mobile Experiences, LDA (“iMM”), a Portuguese limited liability company, entered into a Share Purchase Agreement pursuant to which the Company agreed to acquire 100% of the outstanding share capital of iMM.  Under the terms of the Share Purchase Agreement, the aggregate purchase price of approximately $2.3 million consisted of the following consideration: (i) approximately $0.6 million in cash; (ii) approximately $0.6 million in value of Buyer’s common stock; and (iii) approximately $1.1 million in value of Buyer’s common stock to be held in escrow pursuant to an Escrow Agreement. As a result of the acquisition, iMM has become a wholly-owned subsidiary of the Company.  Approximately 16 employees continued as employees of iMM following the Closing.  Acquisition-related costs of $0.2 million were recorded as expense in fiscal year 2016 in the general and administrative section of the consolidated statement of operations.

 

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

 

Assets:

 

 

 

 

Cash and cash equivalents

 

$

23

 

Short term investments

 

 

1

 

Accounts receivable

 

 

156

 

Prepaids and other current assets

 

 

8

 

Intangible assets

 

 

683

 

Goodwill

 

 

1,695

 

Total assets

 

$

2,566

 

Liabilities:

 

 

 

 

Accounts payable

 

$

13

 

Accrued liabilities

 

 

64

 

Deferred tax liability

 

 

171

 

Total liabilities

 

$

248

 

Total purchase price

 

$

2,318

 

 

The results of operations of iMobileMagic 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.

 

The purpose of the iMobileMagic acquisition was to enter into the fast growing international family services, location-tracking market.