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Acquisitions, Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions, Goodwill and Intangible Assets Acquisitions, Goodwill and Intangible Assets
Business Combinations
In October 2023, we acquired Ermetic, an innovative cloud-native application protection platform company and a leading provider of cloud infrastructure entitlement management. The addition of Ermetic enhances our Tenable One
Exposure Management Platform and Tenable Cloud Security solution to deliver contextual risk visibility, prioritization and remediation across infrastructure and identities both on-premises and in the cloud. We acquired 100% of Ermetic's equity through a share purchase agreement for total consideration of $243.8 million, including $243.3 million in cash, net of $6.1 million cash acquired, and $0.5 million fair value of replacement equity.
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.
Purchase consideration, net of cash acquired, was allocated as follows:
(in thousands)ErmeticBit DiscoveryCymptom
Intangible assets$45,500 $11,100 $4,113 
Goodwill202,019 35,946 18,960 
Other liabilities, net(3,692)(779)(241)
Deferred tax (liabilities) assets, net— (2,460)128 
Total purchase price allocation$243,827 $43,807 $22,960 
We are still finalizing the allocation of the purchase price for Ermetic, which may change as additional information becomes available related to working capital and income taxes.
Acquired intangible assets and their estimated useful lives at the date of acquisition are as follows:
ErmeticBit DiscoveryCymptom
(dollars in thousands)CostEstimated Useful LifeCostEstimated Useful LifeCostEstimated Useful Life
Acquired technology$45,500 7 years$11,000 7 years$4,113 7 years
Trade name— 100 1 year— 
Acquired intangible assets$45,500 $11,100 $4,113 
The results of operations of Ermetic, 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 expenses, primarily in general and administrative expense, of $9.5 million, $2.6 million and $6.9 million in 2023, 2022 and 2021, respectively.
Goodwill and Acquired Intangible Assets
The changes in the carrying amount of goodwill are as follows:
(in thousands)
Balance at December 31, 2022
$316,520 
Acquired goodwill202,019 
Balance at December 31, 2023
$518,539 
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 Ermetic, Bit Discovery and Cymptom to our customers. The acquired goodwill is generally not tax deductible.
Acquired intangible assets subject to amortization are as follows:
December 31, 2023December 31, 2022
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Acquired technology$142,537 $(35,520)$107,017 $97,037 $(21,738)$75,299 
Trade name490 (490)— 490 (413)77 
$143,027 $(36,010)$107,017 $97,527 $(22,151)$75,376 
Amortization of acquired intangible assets was $13.9 million, $11.4 million and $6.4 million in 2023, 2022 and 2021, respectively. At December 31, 2023, our acquired intangible assets are expected to be amortized over an estimated weighted average period of 6.2 years.
At December 31, 2023, estimated future amortization of intangible assets is as follows:
(in thousands)
Year ending December 31,
2024$18,675 
202518,675 
202618,490 
202716,460 
202813,417 
Thereafter
21,300 
Total
$107,017