4.	BUSINESS COMBINATION

October 2, 2020,

the Company completed the purchase of the assets of Amika Mobile Corporation (“Amika Mobile”) pursuant to an Asset Purchase Agreement. Amika Mobile is a leading provider of integrated emergency critical communications based in Ottawa, Canada. The Company believes the Amika Mobile asset purchase will expand the Company's enterprise software solutions and enhance the Company's unified multi-channel critical communications platform.

The Amika Mobile asset purchase was accounted for as a business combination using the acquisition method pursuant to ASC Topic

805.

As the acquirer for accounting purposes, the Company has estimated the purchase consideration, assets acquired and liabilities assumed as of the acquisition date, with the excess of the purchase consideration over the fair value of net assets acquired recognized as goodwill. The estimated fair value of assets purchased and liabilities assumed in certain cases

may

be subject to revision based on the final determination of fair value.

The consideration consisted of the following:

Cash paid	$	4,367
Asset purchase holdback liability		613
Common stock to be issued		3,431
	$	8,411

Under the terms of the Asset Purchase Agreement, the Company is required to deposit a holdback liability in the amount of

CAD$1,000

into an interest-bearing account as security for potential indemnification claims against the seller. The holdback amount will be released

three

years from the closing date subject to amounts withheld for actual, pending or potential claims. The Company also agreed to issue

191,267

shares of the Company's common stock to the seller of the Amika Mobile assets on each of the first,

second

and

third

anniversaries of the closing date. The total number of shares of common stock the Company is obligated to issue is

573,801.

The fair value of the Company's common stock on the closing date was

$5.98,

resulting in an addition of

$3,431

to additional paid-in-capital. The cash portion of the purchase price was funded from cash on hand.

The Company incurred

$264

in expenses related to this transaction through

March 31, 2021.

These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statement of operations as follows:

$22

in the

second

quarter of fiscal

2021,

$10

in the

first

quarter of fiscal

2021,

$132

in the

fourth

quarter of fiscal

2020

and

$100

in the

third

quarter of fiscal

2020.

Purchase Price Allocation

Assets Acquired
Prepaid expenses	$	2
Fixed assets		22
Operating lease right of use asset		248
Intangible Assets		2,820
Goodwill		5,590
Total assets acquired	$	8,682

Liabilities assumed
Accrued liabilities	$	23
Operating lease liability		248
Total liabilities assumed		271
Net Assets acquired	$	8,411

The estimated fair value of the identifiable intangible assets acquired and their estimated useful lives are as follows:

	Fair Value		Useful Lives (in years)
Developed technology	$	2,500		7
Customer relationships		320		7
	$	2,820

Identifiable intangible assets consist of certain technology and customer relationships purchased from Amika Mobile. Identifiable intangible assets are amortized over their useful lives based upon a number of assumptions, including the estimated period of economic benefit and utilization. The weighted average amortization period for identifiable intangible assets acquired is

years. These intangible assets are classified as Level

in the ASC topic

820

three

-tier fair value hierarchy.

The goodwill for Amika Mobile is attributable to combining the Company's existing emergency communications solutions with the software and software development capabilities of Amika Mobile to enhance product offerings. Goodwill is also attributable to the skill level of the acquired workforce. The Company will continue to analyze the transaction and refine its calculations, as appropriate during the measurement period, which could affect the value of goodwill. Goodwill from the Amika Mobile asset purchase will

not

be deductible for tax purposes.