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

Note 4 – Acquisition

 

In November 2020, we entered into a Bill of Sale and Assignment Agreement (the “Agreement”) with Radiant Mission Solutions Inc. (“Radiant” as seller) and Maxar Technologies, Inc. (as guarantor) to acquire certain assets and assume certain liabilities of Radiant’s AFIX product line for cash consideration of approximately $2.4 million.  The acquisition of AFIX provides turnkey face and fingerprint biometric and forensic analysis software for small and medium-sized law enforcement and government agencies and extends our ABIS product family.

The acquisition was accounted for as a business combination, whereby all the assets acquired, and liabilities assumed were recognized at fair value on the acquisition date, with any excess of the consideration transferred over the fair value of the net assets acquired recognized as goodwill.  Unaudited pro forma results of operations assuming the above acquisition had taken place at the beginning of each period are not provided because the historical operating results and pro forma results would not be materially different from reported results for the periods presented.

The fair values recorded were based on a valuation and the estimates and assumptions used in such valuation are subject to change, within the measurement period (up to one year from the acquisition date).  The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Net working capital, excluding deferred revenue

 

$

155

 

Customer relationships

 

 

940

 

Developed technology

 

 

280

 

Trade name / trademarks

 

 

20

 

Goodwill

 

 

1,651

 

Assets acquired

 

 

3,046

 

Deferred revenue

 

 

(616

)

Net assets acquired

 

$

2,430

 

 

After allocating the purchase price to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, we recorded goodwill of approximately $1.7 million.  Goodwill largely consists of expected synergies to be realized from combining operations.  The goodwill is deductible for income tax purposes.

The fair values of intangible assets were based on valuations using the income approach.  The fair value of intangible assets and their estimated useful lifes are as of June 30, 2021 are as follows (dollars in thousands):

 

 

 

Useful Life

 

Gross

Amount

 

 

Accumulated

Amortization

 

 

Net Book

Value

 

Customer relationships

 

8 years

 

$

940

 

 

$

73

 

 

$

867

 

Developed technology

 

5 years

 

 

280

 

 

 

35

 

 

 

245

 

Trade name trademarks

 

7 years

 

 

20

 

 

 

2

 

 

 

18

 

 

 

 

 

$

1,240

 

 

$

110

 

 

$

1,130

 

 

During the three and six months ended June 30, 2021 we recorded $44 thousand and $88 thousand respectively, of intangible  amortization.  We expect to record amortization for the years ended December 31 (in thousands):

 

2021

 

$

88

 

2022

 

 

176

 

2023

 

 

176

 

2024

 

 

176

 

2025

 

 

169

 

Thereafter

 

 

345

 

 

 

$

1,130