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Acquisitions, Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions, Goodwill and Intangible Assets Acquisitions, Goodwill and Intangible Assets
Business Combinations
In June 2022, we acquired Bit Discovery, a leader in external attack surface management (EASM). Adding Bit Discovery's EASM capabilities to our solutions provides customers with a comprehensive view of their attack surface and helps identify and eliminate areas of risk. We acquired 100% of Bit Discovery's equity for $43.8 million in cash, net of cash acquired of $2.0 million, through a share purchase agreement.
In February 2022, we acquired Cymptom, a platform that proactively measures, maps and prioritizes probable attack paths, and enables security teams to preemptively focus response ahead of and during breaches. Through a share purchase agreement, we acquired 100% of Cymptom's equity in exchange for cash consideration, net of cash acquired, for $23.0 million.
In October 2021, we acquired Accurics. Accurics delivers cloud-native security for DevOps and security teams. This acquisition expanded our broader cloud strategy to include the holistic assessment and automated remediation of policy violations and breach paths before the infrastructure is provisioned and throughout its lifecycle. We acquired 100% of the equity in exchange for cash consideration of $160.0 million, net of cash acquired of $9.6 million.
In April 2021, we acquired Alsid, which expanded our product offerings to include active directory security. Active directory is the basis for managing user permissions across on-premises and hybrid cloud deployments and is foundational to the security of cloud workloads, security remote work, and adopting zero trust architectures. Through a share purchase agreement, we acquired 100% of Alsid's equity in exchange for cash consideration of $98.5 million, net of cash acquired of $3.3 million.
Cash consideration, net of cash acquired, was allocated as follows:
(in thousands)AccuricsAlsidBit DiscoveryCymptom
Intangible assets$33,390 $31,400 $11,100 $4,113 
Goodwill134,909 72,291 35,946 18,960 
Other liabilities, net(386)(1,084)(779)(241)
Deferred tax (liabilities) assets, net(7,937)(4,118)(2,460)128 
Total purchase price allocation$159,976 $98,489 $43,807 $22,960 
We are still finalizing the allocations of the purchase price, which may change as additional information becomes available related to income taxes for Bit Discovery.
Acquired intangible assets and their estimated useful lives at the date of acquisition are as follows:
AccuricsAlsidBit DiscoveryCymptom
(dollars in thousands)CostEstimated Useful LifeCostEstimated Useful LifeCostEstimated Useful LifeCostEstimated Useful Life
Acquired technology$33,300 10 years$31,300 7 years$11,000 7 years$4,113 7 years
Trade name90 2 years100 1 year100 1 year— 
Acquired intangible assets$33,390 $31,400 $11,100 $4,113 
The results of operations of Accurics, Alsid, Bit Discovery and Cymptom are included in our consolidated statements of operations from the applicable acquisition dates and were not material. Pro forma results of operations are not presented as they are not material to the consolidated statements of operations.
We recognized acquisition-related transaction costs, primarily in general and administrative expense, of $2.6 million, $6.9 million and $0.3 million in 2022, 2021 and 2020, respectively.
Goodwill and Acquired Intangible Assets
The changes in the carrying amount of goodwill are as follows:
(in thousands)
Balance at December 31, 2021
$261,614 
Acquired goodwill54,906 
Balance at December 31, 2022
$316,520 
The excess purchase consideration over the fair value of acquired assets and liabilities is recorded as goodwill. The acquired goodwill reflects the synergies we expect from marketing and selling these new capabilities from Accurics, Alsid, Bit Discovery and Cymptom to our customers. The acquired goodwill is not tax deductible.
Acquired intangible assets subject to amortization are as follows:
December 31, 2022December 31, 2021
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Acquired technology$97,037 $(21,738)$75,299 $81,924 $(10,499)$71,425 
Trade name490 (413)77 390 (279)111 
$97,527 $(22,151)$75,376 $82,314 $(10,778)$71,536 
Amortization of acquired intangible assets was $11.4 million, $6.4 million and $2.3 million in 2022, 2021 and 2020, respectively. At December 31, 2022, our acquired intangible assets are expected to be amortized over an estimated weighted average period of 6.7 years.
At December 31, 2022, estimated future amortization of intangible assets is as follows:
(in thousands)
Year ending December 31,
2023$12,252 
202412,175 
202512,175 
202611,990 
20279,960 
Thereafter
16,824 
Total
$75,376