Acquisitions

9 Months Ended

Sep. 30, 2020

3. Acquisitions

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	$	12,150
Cash holdback		1,350
Total purchase price	$	13,500

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

Assets:
Inventory, net	$	14
Intangible assets		11,256
Goodwill		3,696
Total assets	$	14,966
Liabilities:
Deferred revenue	$	1,290
Amounts due to seller		176
Total liabilities		1,466
Total purchase price	$	13,500

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 three and nine months ended September 30, 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 the operator business of Circle been acquired at the beginning of 2019, nor does it purport to represent results of operations for any future periods.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
	(unaudited, in thousands, except per share amounts)				(unaudited, in thousands, except per share amounts)
Revenues	$	12,629	$	12,909	$	39,350	$	33,860
Net income		161		3,821		3,645		6,211
Earnings per share:
Basic	$	0.00	$	0.10	$	0.09	$	0.19
Diluted	$	0.00	$	0.10	$	0.09	$	0.18