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Note 6 - Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination Disclosure [Text Block]

NOTE 6.

Acquisitions

The following table summarizes the purchase price allocation of business and asset acquisitions for the years ended December 31, 2021, 2020 and 2019 based on estimated fair values of the acquired assets as of the acquisition date:

Acquiree	*Acquisition Date*	*Purchase Consideration*		*Purchased Intangible Assets*		*Goodwill*
		(in thousands)
TotalCloud	August 19, 2021	$	1,200	$	1,200	$	—
Spell security	July 24, 2020	$	1,500	$	1,500	$	—
Adya	January 10, 2019	$	1,000	$	900	$	100

On August 19, 2021, the Company acquired certain developed technology intangible assets of TotalCloud, a privately held company incorporated in India, for a total cash consideration of $1.2 million, of which $1.1 million was paid on the acquisition date and the remaining $0.1 million will be due one year from the acquisition date, subject to potential adjustment from possible indemnity claims. TotalCloud's technology strengthens the Company's cloud security solution by allowing customers to build user-defined workflows for custom policies and execute them on-demand for simplified security and compliance. The acquired intangible assets will be amortized over five years.

On July 24, 2020, the Company acquired certain intangible assets of Spell Security, a privately held company incorporated in India, for a total cash consideration of $1.5 million, of which $1.3 million was paid on the acquisition date and the remaining $0.2 million was deferred and paid in October 2021. Spell Security’s technology expands the Company's endpoint behavior detection, threat hunting, malware research and multi-layered response capabilities for its EDR application. The Company recognized intangible assets of $1.0 million for developed technology and $0.5 million for non-compete agreements, which will be amortized over four and two years, respectively.

On January 10, 2019, the Company acquired Adya, an India-based company. The acquisition included a cloud application management platform, which enables security and compliance audits of SaaS applications. Total purchase consideration included $0.2 million of deferred consideration due 18 months from the closing date of the acquisition, subject to potential adjustment from possible indemnity claims, which was fully paid to Adya during the fiscal year ended December 31, 2020. The acquired intangible assets relating to Adya's developed technology are being amortized over the estimated useful lives of approximately four years. Goodwill arising from the Adya acquisition is deductible for tax purposes over 15 years.

There were no changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020.