Business Combinations

12 Months Ended

Dec. 31, 2020

BUSINESS COMBINATIONS

On October 29, 2020, the Company completed the acquisition of all the share capital of Polyrize Security Ltd. ("Polyrize"), a provider of software that maps and analyzes relationships between users and data across a number of cloud applications and services. The deal was for $39,380 and comprised of the total fair value of consideration of $29,620 (the "Purchase Price") and an aggregate conditional retention consideration of $9,760 to be paid to its founders over three years subject to their continued employment with the Company. The Purchase Price consisted of $24,713 in cash, $4,198 for the fair value of 35,642 shares of our common stock issued and $709 in fair value of replacement equity awards attributable to pre-acquisition service. The conditional retention consideration expenses related to the founders will be recorded as compensation expenses in the statement of operations over the period.

The following table summarizes the allocation of the purchase price to the fair value of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date:


	Purchase Price Allocation (in thousands)		Estimated Useful Life (in years)
Net tangible assets acquired	$	375
Intangible assets:
Developed technology & trademarks	6,110		4

Goodwill	23,135
Total purchase price	$	29,620

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The Company believes the goodwill represents the synergies expected from expanded market opportunities when integrating Polyrize with our offerings. Acquisition-related costs of $325 are included in general and administrative expenses on our consolidated statements of comprehensive loss.

As part of the acquisition and consideration described above, the Company assumed a certain portion of the vested and unvested options held by Polyrize’ employees and consultants (“Polyrize Options”). The portion of the fair value of the assumed equity awards associated with pre-acquisition service of these employees and consultants represented a component of the total purchase consideration, as discussed above. The remaining fair value of these issued awards, which are subject to the recipients’ continued service with the Company and thus excluded from the Purchase Price, will be recognized ratably as stock-based compensation expense over the required service period.

Pro forma results of operations related to this acquisition have not been prepared as they are immaterial to the Company's consolidated financial statements.