Business Combinations

tCell.io, Inc.

On October 15, 2018, we acquired tCell.io, Inc. (tCell) for total cash consideration of $15.4 million. We expensed the related acquisition costs of $0.1 million in general and administrative expense.

The following table summarizes the cash consideration paid for tCell and the preliminary allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):



Cash consideration	$	15,414

Recognized amount of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	1,089
Other net working capital	(91		)
Intangible asset	9,160
Total identifiable net assets assumed	10,158
Goodwill	5,256
Total purchase price allocation	$	15,414

The fair value of the identifiable intangible asset was based on a valuation using a cost approach. The estimated fair value and useful life of the identifiable intangible asset was as follows:



	Amount		Weighted Average Amortization Life (years)
	(in thousands)
Developed technology	$	9,160	5

The excess of the purchase price over the tangible assets acquired, identifiable intangible asset acquired and assumed liabilities was recorded as goodwill. We believe that the amount of goodwill reflects the expected synergistic benefits of being able to leverage the integration of our existing product offerings with the products and technology acquired in connection with our acquisition of tCell and to successfully market and sell these new products to our customer base. The goodwill was allocated to our one reporting unit. The acquired goodwill will not be deductible for tax purposes.

These preliminary amounts are subject to subsequent adjustment as we obtain additional information to finalize certain components of working capital.

Following the acquisition, certain retained employees and non-employee contractors of tCell received an aggregate of 112,924 RSUs which will vest over a maximum of three years. The vesting of the RSUs are subject to the employee's continued service with us. Accordingly, compensation expense associated with the RSUs will be expensed as incurred in our post-acquisition financial statements.

Proforma results of operations have not been included, as the acquisition of tCell was not material to our results of operations for any periods presented.

Komand, Inc.

On July 12, 2017, we acquired 100% of the outstanding equity of Komand, Inc. (Komand) for total cash consideration of $14.7 million, net of cash acquired of $0.1 million. We expensed the related acquisition costs of $0.2 million in general and administrative expense.

The assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The excess of the purchase price over the assets acquired and liabilities assumed was recorded as goodwill. The fair value of goodwill and intangible assets were $8.1 million and $9.4 million, respectively.

The goodwill was allocated to our one reporting unit. The acquired goodwill and intangible asset were not deductible for tax purposes. Accordingly, a $2.6 million deferred tax benefit was recorded resulting from a partial release of our valuation allowance to account for the creation of a deferred tax liability for the developed technology intangible asset acquired which was not deductible for tax purposes.

Following the acquisition, certain retained employees of Komand (1) received an aggregate of 295,600 RSUs which will vest over four years and (2) shall be eligible for an aggregate of up to $5.0 million of incentive payments contingent on achievement of certain milestones within four years of the acquisition date. The vesting of the RSUs and eligibility to receive the incentive payments are each subject to the employee's continued service with us. Accordingly, compensation expense associated with the RSUs and incentive payments are expensed as incurred in our post-acquisition financial statements.