Note 4 - Business Combinations

12 Months Ended

Sep. 30, 2021

Notes to Financial Statements

Business Combination Disclosure [Text Block]

4. BUSINESS COMBINATIONS

Zonehaven

On June 7, 2021, the Company completed the acquisition of Zonehaven Inc. (“Zonehaven”) pursuant to the terms of an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, ZH Acquisition I Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, merged with and into Zonehaven, with Zonehaven surviving the merger. Immediately following such merger, ZH Acquisition II LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, merged with and into Zonehaven, with ZH Acquisition II LLC, changing its name to Zonehaven LLC and continuing as a wholly-owned subsidiary of the Company and with all the properties, rights, privileges, powers and franchises of Zonehaven vesting in such subsidiary, and all debts, liabilities and duties of Zonehaven, becoming the debts, liabilities and duties of such subsidiary. As a result of the transaction, the Zonehaven business is operated through Zonehaven LLC, a wholly-owned subsidiary of the Company.

Zonehaven provides planning, training, and resources to first responders, public safety agencies, and communities to manage evacuations and repopulations successfully. The Company believes the acquisition of Zonehaven will expand the Company’s enterprise software solutions and enhance the Company’s unified multi-channel critical communications platform.

The Zonehaven acquisition was accounted for as a business combination using the acquisition method pursuant to Accounting Standards Codification (“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	$	11,481
Common stock issued		10,938
Shareholder representative reserve payable		150
	$	22,569

The Company funded the cash portion of the total consideration with available cash on hand. The Company also issued 2,165,824 shares of the Company’s common stock to the former owners of Zonehaven. The fair value of the Company’s stock on the closing date was $5.05, resulting in the addition of $10,938 to additional-paid-in-capital. The shareholder representative reserve payable is a current liability and recorded in the current portion of accrued liabilities as of September 30, 2021.

The Company incurred $140 in expenses related to this transaction through September 30, 2021. These expenses were recorded in selling, general and administrative expenses in the consolidated statement of operations as follows: $40 in the fourth quarter of fiscal 2021, $98 in the third quarter of fiscal 2021 and $2 in the second quarter of fiscal 2021.

Purchase price allocation

Assets acquired
Accounts receivable	$	120
Deferred tax asset		106
Intangible assets		10,100
Goodwill		15,538
Total assets acquired	$	25,864
Liabilities assumed
Accounts payable	$	194
Accrued liabilities		372
Deferred tax liability		2,729
Total liabilities assumed		3,295
Net assets acquired	$	22,569

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

	Fair Value		Estimated Useful Lives (in years)
Developed Technology	$	8,800		7
Trade Names		400		5
Customer Relationships		900		5
	$	10,100

Identifiable intangible assets consist of certain technology, trade name and customer relationships purchased from Zonehaven. Identifiable intangible assets are amortized over their estimated useful lives based upon several assumptions, including the estimated period of economic benefit and utilization. The weighted average amortization period for identifiable intangible assets acquired is 6.7 years. These intangible assets are classified as Level 3 in the ASC topic 820 three-tier fair value hierarchy.

The goodwill for Zonehaven is attributable to combining the Company’s existing emergency communications solutions with the software and software development capabilities of Zonehaven 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 Zonehaven acquisition will not be deductible for tax purposes.

Amika Mobile Asset Purchase

On 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 and enterprise 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 consideration consisted of the following:

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

Under the terms of the Asset Purchase Agreement, the Company was 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. During the twelve months ended September 30, 2021, the Company accelerated the issuance of 365,109 of such shares of common stock to a former owner of the Amika Mobile assets. 208,692 shares of the Company’s common stock remain subject to issuance under this obligation. The cash portion of the purchase price was funded from cash on hand.

The Company incurred $264 in expenses related to this transaction through September 30, 2021. These expenses were recorded in selling, general and administrative expenses in the 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.

Assets Acquired
Prepaid expenses	$	2
Property and equipment		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		Estimated 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 7 years. These intangible assets are classified as Level 3 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. Goodwill from the Amika Mobile asset purchase will not be deductible for tax purposes.

Pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or in the aggregate.