Tenable Holdings Inc
For the period ended Mar 31, 2025. Filed May 6, 2025.
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Mar 31, 2025 · Filed May 6, 2025
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6. Acquisitions, Goodwill and Intangible Assets
- Acquisitions, Goodwill and Intangible Assets
Business Combinations
In February 2025, we acquired Vulcan Cyber Ltd. ("Vulcan"), an innovator in cyber risk management. This acquisition is expected to add enhanced visibility, extended third-party data flows, risk prioritization and optimized remediation to strengthen our Tenable One Exposure Management platform. We acquired 100% of Vulcan's equity through a share purchase agreement for total cash consideration of $148.5 million, net of $2.3 million cash acquired.
Cash consideration, net of cash acquired, was preliminarily allocated as follows:
| (in thousands) | Vulcan |
|---|---|
| Accounts receivable | $2,158 |
| Intangible assets | 40,000 |
| Goodwill | 115,189 |
| Deferred revenue | (7,695) |
| Other liabilities, net | (1,107) |
| Total purchase price | $148,545 |
We allocated $40.0 million to Vulcan's proprietary technology with an estimated useful life of 7 years.
We are still finalizing the allocation of the purchase price for Vulcan, which may change as additional information becomes available, including the valuation of acquired intangible assets, working capital and income taxes.
The results of operations of Vulcan 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 statement of operations.
Acquisition-related expenses are included in our consolidated statements of operations as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Sales and marketing | $1,054 | $— |
| Research and development | 1,239 | (20) |
| General and administrative | 2,328 | 181 |
| Total acquisition-related expenses | $4,621 | $161 |
Goodwill and Acquired Intangible Assets
The changes in the carrying amount of goodwill are as follows:
| (in thousands) | |
|---|---|
| Balance at December 31, 2024 | $541,292 |
| Acquired goodwill | 115,189 |
| Balance at March 31, 2025 | $656,481 |
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 new capabilities from Vulcan to our customers. Acquired goodwill is generally not tax deductible.
Acquired intangible assets subject to amortization are as follows:
| March 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |
| Acquired technology | $189,437 | $(60,840) | $128,597 | $149,437 | $(54,976) | $94,461 |
| Trade name | 490 | (490) | — | 490 | (490) | — |
| $189,927 | $(61,330) | $128,597 | $149,927 | $(55,466) | $94,461 | |
Amortization of acquired intangible assets was $5.9 million and $4.7 million in the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, our acquired intangible assets are expected to be amortized over an estimated remaining weighted average period of 5.6 years.
At March 31, 2025, estimated future amortization of acquired intangible assets is as follows:
| (in thousands) | |
|---|---|
| Year ending December 31, | |
| 2025(1) | $19,327 |
| 2026 | 25,584 |
| 2027 | 23,555 |
| 2028 | 20,512 |
| 2029 | 16,892 |
| Thereafter | 22,727 |
| Total | $128,597 |
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