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Acquisitions
6 Months Ended
Jun. 30, 2021
Business Combinations [Abstract]  
Acquisitions

3. Acquisitions

On April 16, 2021, the Company acquired substantially all the assets related to Avast’s and its subsidiaries’ family safety mobile software business (the “Family Safety Mobile Business”) and certain specified assumed liabilities, which included all of the outstanding membership interests of Location Labs, LLC pursuant to a Membership Interest and Asset Purchase Agreement (the “Purchase Agreement”).

The following table summarizes the consideration paid for the acquisition of the Family Safety Mobile Business (unaudited, in thousands):

 

Fair value of assets acquired

 

$

75,626

 

Fair value of liabilities assumed

 

 

2,893

 

Total purchase price

 

$

72,733

 

 

 

 

 

 

Components of purchase price:

 

 

 

 

Cash

 

$

63,216

 

Common stock

 

 

8,381

 

Contingent consideration

 

 

1,136

 

Total purchase price

 

$

72,733

 

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

 

Assets:

 

 

 

 

Cash

 

$

6,351

 

Accounts receivable

 

 

6,225

 

Prepaid expenses

 

 

513

 

Fixed assets

 

 

1,218

 

Intangible assets

 

 

33,500

 

Goodwill

 

 

27,819

 

Total assets

 

$

75,626

 

Liabilities:

 

 

 

 

Accounts payable

 

$

403

 

Accrued payroll and benefits

 

 

1,767

 

Accrued expenses

 

 

723

 

Total liabilities

 

 

2,893

 

Total purchase price

 

$

72,733

 

The purchase price allocation presented above has been prepared on a preliminary basis, and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations are finalized.

The Purchase Agreement includes an earn-out provision that may result in additional future payments to Avast of up to $14.0 million. As of June 30, 2021, approximately $1.1 million in contingent consideration was included within “other accrued liabilities” in the accompanying consolidated balance sheet.

The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of the Family Safety Mobile Business. None of the goodwill is expected to be deductible for income tax purposes.

Approximately $6.0 million in revenues and $1.7 million in cost of revenues from the Family Safety Mobile Business are included in the consolidated statement of operations for the period from April 16, 2021 through June 30, 2021.

Unaudited pro forma results of operations for the three and six months ended June 30, 2021 and 2020 are included below as if the acquisition of the Family Safety Mobile business occurred on January 1, 2020. 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 Family Safety Mobile Business been acquired at the beginning of 2020, nor does it purport to represent results of operations for any future periods.

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(unaudited, in thousands, except per share amounts)

 

 

(unaudited, in thousands, except per share amounts)

 

Revenues

 

$

17,146

 

 

$

22,085

 

 

$

36,532

 

 

$

44,559

 

Net income (loss)

 

 

(5,396

)

 

 

409

 

 

 

(10,092

)

 

 

1,485

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.10

)

 

$

0.01

 

 

$

(0.21

)

 

$

0.04

 

Diluted

 

$

(0.10

)

 

$

0.01

 

 

$

(0.21

)

 

$

0.04