On April 16, 2021, the Company acquired substantially all the assets and assumed certain specified liabilities related to Avast’s and its subsidiaries’ family safety mobile software business (the “Family Safety Mobile Business”), including 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	$	75,132
Fair value of liabilities assumed		2,399
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		27,325
Total assets	$	75,132
Liabilities:
Accounts payable	$	392
Accrued payroll and benefits		1,693
Accrued expenses		314
Total liabilities		2,399
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 included an earn-out provision that provided for additional future payments to Avast aggregating up to $14.0 million. Approximately $1.1 million of the earn-out consideration was included in the original purchase price allocation. During the third quarter of 2021, the Company recorded the remaining $12.9 million as a charge to operating expenses due to a contract extension becoming probable with a given customer designated in the earn-out provision, resulting in an increase in the contingent consideration due to Avast. Approximately $13.7 million in contingent consideration was included within “other accrued liabilities” in the accompanying consolidated balance sheet as of September 30, 2021. In November 2021, the remainder of the earn-out was earned and paid in full and no further earn-out payments will be due in the future.

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 $13.0 million in revenues and $3.8 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 September 30, 2021.

Unaudited pro forma results of operations for the three and nine months ended September 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 September 30,						For the Nine Months Ended September 30,
	2021			2020			2021			2020
	(unaudited, in thousands, except per share amounts)						(unaudited, in thousands, except per share amounts)
Revenues	$	16,443		$	21,781		$	52,975		$	66,340
Net (loss) income		(5,493	)		(684	)		(13,648	)		551
(Loss) earnings per share:
Basic	$	(0.10	)	$	(0.01	)	$	(0.26	)	$	0.01
Diluted	$	(0.10	)	$	(0.01	)	$	(0.26	)	$	0.01