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Business Combinations
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Business Combinations

5. Business Combinations

2019 Acquisitions

Orkus

On October 15, 2019, the Company acquired 100% of the equity interest in Orkus, Inc. (“Orkus”), a Delaware corporation engaged in the development and license of software products to assist customers in monitoring and controlling access and authorization across hybrid cloud assets. Total consideration related to the acquisition was $16.5 million in cash, of which $2.0 million is to be paid upon the lapse of an indemnification period of 12 months and 24 months of the acquisition date. As of March 31, 2020 and December 31, 2019, $1.0 million of holdback amount is reflected within accrued expenses and other liabilities and $1.0 million is included in other long-term liabilities in the consolidated balance sheets.

The following table summarizes the final purchase price allocation as of the date of acquisition:

 

 

 

As of

 

 

 

October 15, 2019

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

—

 

Prepayments and other current assets

 

 

34

 

Right-of-use assets

 

 

90

 

Goodwill

 

 

7,637

 

Intangible assets

 

 

9,760

 

Accounts payable

 

 

(21

)

Accrued expenses and other liabilities

 

 

(133

)

Deferred tax liability - non-current

 

 

(861

)

Total fair value of assets acquired and liabilities assumed

 

$

16,506

 

 

 

The following table presents the estimated fair values and useful lives of the identifiable intangible assets acquired:

 

 

 

Amount

 

 

Estimated Useful Life

 

 

(In thousands)

 

 

(In years)

Developed technology

 

$

9,760

 

 

5

 

Overwatch.ID

On October 15, 2019, the Company acquired 100% of the equity interest in Overwatch.ID, Inc. (“Overwatch.ID”), a Delaware corporation engaged in the development and license of software products focused on access controls security for cloud applications, cloud computing, hybrid IT environments, and on-premises infrastructure. The consideration related to the acquisition was $20.9 million in cash, of which $3.0 million is to be paid upon the lapse of an indemnification period of 12 months and 18 months of the acquisition date. As of March 31, 2020 and December 31, 2019, $1.5 million of holdback amount is reflected within accrued expenses and other current liabilities and $1.5 million is included in other long-term liabilities in the consolidated balance sheets.

The following table summarizes the final purchase price allocation as of the date of acquisition:

 

 

 

As of

 

 

 

October 15, 2019

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

45

 

Accounts receivable

 

 

66

 

Prepayments and other current assets

 

 

103

 

Deferred tax asset - non-current

 

 

687

 

Right-of-use assets

 

 

175

 

Goodwill

 

 

14,107

 

Intangible assets

 

 

6,610

 

Accounts payable

 

 

(256

)

Accrued expenses and other liabilities

 

 

(185

)

Deferred revenue

 

 

(466

)

Total fair value of assets acquired and liabilities assumed

 

$

20,886

 

 

 

The following table presents the estimated fair values and useful lives of the identifiable intangible assets acquired:

 

 

 

Amount

 

 

Estimated Useful Life

 

 

(In thousands)

 

 

(In years)

Developed technology

 

$

6,610

 

 

5

 

Additional Acquisition Related Information

The operating results of the acquired companies are included in our consolidated statements of income from the respective dates of acquisition. Pro forma results of operations have not been presented because the effects of these acquisitions, individually and in the aggregate, were not material to our consolidated statement of operations.

These acquisitions have been accounted for as business combinations. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the respective acquisition date. The Company finalized the purchase price within the required one-year measurement period as of the dates of acquisition.

The fair value of developed technology was estimated using the replacement cost method (Level 3), which utilized assumptions for the cost to replace, such as the workforce, timing and resources required, as well as a theoretical developer’s profit margin and entrepreneurial incentive and opportunity cost. The Company believes that for each acquisition, the acquired companies will provide opportunities for growth through investing in additional products and capabilities, among other factors. This contributed to a purchase price in excess of the estimated fair value of each acquired company’s net identifiable assets acquired and, as a result, goodwill was recorded in connection with each acquisition. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. Goodwill arising from these acquisitions are not deductible for tax purposes.