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Business Acquisitions | 6 Months Ended
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Jun. 30, 2024
Business Acquisitions |
Business Acquisitions | Note 17 – Business Acquisitions Fusus, LLC. On January 31, 2024, we acquired the remaining 79.7% interest in Fusus, LLC (“Fusus”), a global leader in real-time crime center technology, for total consideration transferred of approximately $241.3 million, subject to adjustment (the “step acquisition”). The acquisition expands our ability to aggregate live video, data and sensor feeds, which enhances situational awareness and investigative capabilities for our customers in public safety, education and enterprise. Total transaction costs related to the acquisition were $0.9 million and $4.4 million for the three and six months ended June 30, 2024, respectively. These transaction costs were expensed as incurred in sales, general and administrative expenses (“SG&A”) in our condensed consolidated statements of operations. Our existing 20.3% interest had a fair value at the acquisition date of $63.3 million, which resulted in a non-taxable gain of $42.3 million. The gain is recorded in other income (loss), net in our condensed consolidated statement of operations for the period ended June 30, 2024. Prior to the step acquisition, the fair value of the previously held investment was determined using Level 3 valuation techniques, which include inputs to the valuation methodology that are considered unobservable and significant to the fair value measurement. The purchase price allocation is subject to revision during the measurement period pending final valuation procedures and related calculations. Based on the purchase price allocation, we recorded $250.0 million of goodwill, $72.9 million of identifiable intangible assets, and other net liabilities assumed of $7.8 million, excluding deferred taxes. We recorded a net deferred tax liability of $10.5 million. With the assistance of third-party valuation experts, we calculated the fair values of intangible assets using the multi-period excess earnings method for the acquired developed technology and the with and without method for customer relationships. The weighted average amortization period of the acquired intangible assets was 7.5 years. The goodwill generated from the acquisition is primarily attributable to synergies that are expected to be achieved from the integration of the business and is not deductible for tax purposes. Following the acquisition, the consolidated results of Fusus are included in the Company’s Software and Sensors operating segment. Dedrone Holdings, Inc. On April 30, 2024, we entered into a definitive agreement to acquire the remaining outstanding stock of Dedrone Holdings, Inc. (“Dedrone”) for approximately $400.0 million, subject to customary purchase price adjustments. We currently hold an approximate 20% ownership interest in Dedrone. Dedrone is a market leader in air space security combining hardware sensors with software to detect, identify, track, and mitigate drones. The proposed acquisition represents alignment to our mission and positions us to accelerate the next generation of drone and air space solutions. The proposed transaction would be considered a “step acquisition” under GAAP whereby our ownership interest in Dedrone held before the proposed acquisition is required to be remeasured to fair value as of the closing date of the acquisition. Closing of the acquisition is contingent upon customary closing conditions, including regulatory approval.

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