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Acquisitions, Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Acquisitions, Goodwill and Intangible Assets Acquisitions, Goodwill and Intangible Assets
Business Combinations
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 preliminarily allocated as follows:
(in thousands)AccuricsAlsid
Accounts receivable
$180 $4,105 
Prepaid expenses and other assets341 2,304 
Intangible assets33,390 31,400 
Goodwill134,909 72,291 
Accounts payable, accrued expenses and accrued compensation(719)(3,794)
Deferred revenue(188)(3,699)
Deferred tax liabilities, net(7,937)(4,118)
Total purchase price allocation$159,976 $98,489 
We are still finalizing the allocations of the purchase price, which may change as additional information becomes available related to acquired intangible assets, working capital and income taxes for Accurics and income taxes for Alsid.
Acquired intangible assets and their estimated useful lives at the date of acquisition are as follows:
AccuricsAlsid
(dollars in thousands)CostEstimated Useful LifeCostEstimated Useful Life
Acquired technology$33,300 10 years$31,300 7 years
Trade name90 2 years100 1 year
Acquired intangible assets$33,390 $31,400 
The results of operations of Accurics and Alsid are included in our consolidated statements of operations from the acquisition date and were not material. Pro forma results of operations are not presented as they are not material to the consolidated statements of operations.
In 2021 and 2020, we recognized acquisition-related transaction costs, primarily in general and administrative expense, of $6.9 million and $0.3 million, respectively. In 2019, we recognized acquisition-related transaction costs of $4.0 million, including $2.1 million of expense related to the intercompany transfer of intellectual property.
Goodwill and Acquired Intangible Assets
The changes in the carrying amount of goodwill are as follows:
(in thousands)
Balance at December 31, 2020
$54,414 
Acquired goodwill207,200 
Balance at December 31, 2021
$261,614 
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 and Alsid to our customers. The acquired goodwill is not tax deductible.
Acquired intangible assets subject to amortization are as follows:
December 31, 2021December 31, 2020
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Acquired technology$81,924 $(10,499)$71,425 $17,325 $(4,224)$13,101 
Trade name390 (279)111 200 (108)92 
$82,314 $(10,778)$71,536 $17,525 $(4,332)$13,193 
Amortization of acquired intangible assets was $6.4 million, $2.3 million, and $0.6 million in 2021, 2020 and 2019, respectively. At December 31, 2021, our acquired intangible assets are expected to be amortized over an estimated weighted average period of 7.7 years.
At December 31, 2021, estimated future amortization of intangible assets is as follows:
(in thousands)
Year ending December 31,
2022$9,907 
202310,049 
202410,016 
202510,016 
20269,831 
Thereafter
21,717 
Total
$71,536