
4.	ACQUISITION

On June 21, 2010, we purchased all of the outstanding equity of CitySync Limited ("CitySync"), a privately-held developer and marketer of automatic number plate recognition (ANPR) products. We believe the CitySync acquisition expands our addressable market, strengthens our selling presence in Europe and extends the opportunities for hybrid product developments. The total purchase price was $9.6 million comprised of $7.9 million in cash plus 57,000 shares of our common stock. Following the acquisition, CitySync became a wholly-owned subsidiary of ISS/Europe.

The purchase price was allocated based on the fair values of assets acquired and liabilities assumed. The following table summarizes the allocation of the CitySync purchase price, including acquisition costs, to the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):


Consideration transferred:
Cash	$	7,871
Fair value of common stock		727
Estimated fair value of earn-out		1,010

		9,608
Allocation:
Accounts receivable, inventories and other current assets	$	(1,684	)
Property and equipment		(242	)
Current liabilities assumed		2,450
Deferred income taxes		1,876
Developed technology		(3,300	)
Trade names		(1,900	)
Other intangibles		(1,500	)

Goodwill	$	5,308

The results of CitySync operations are included in the accompanying Consolidated Financial Statements since the date of the acquisition and are reported in the CitySync segment. The following pro forma summary presents the results of operations as if the acquisition had occurred on January 1, 2009. The table below includes our results for the periods as shown and for CitySync based on a January fiscal year. The pro forma results are not necessarily indicative of the results that would have been achieved had the CitySync acquisition taken place on that date (in thousands, except per share amounts):


	Year Ended December 31,

	2011			2010		2009

	(Actual)			(Pro Forma)		(Pro Forma)

Total revenue	$	30,521		$	34,088	$	32,034
Net income (loss)		(10,017	)		2,508		2,937

Net income (loss) per share:
Basic	$	(2.07	)	$	0.55	$	0.73

Diluted	$	(2.07	)	$	0.53	$	0.71