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Acquisitions
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Acquisitions Acquisitions
2021 Acquisitions
On October 1, 2021, we acquired 100% of the shares of Zemax, a leader in high-performance optical imaging system simulation, for a purchase price of $411.5 million, paid in cash, or $399.1 million net of cash acquired from Zemax. The acquisition expands the scope of our optical and photonics simulation portfolio by giving users comprehensive solutions that could drive innovation in healthcare, autonomy, consumer electronics and the IIoT.
Additionally, during the year ended December 31, 2021 we completed several other acquisitions to expand our solution offerings and enhance our customers' experience. These acquisitions were not individually significant. The combined purchase price of these acquisitions during the year ended December 31, 2021 was $110.7 million, which was paid in cash.
During the year ended December 31, 2021, we incurred $6.0 million in acquisition-related expenses, recognized as selling, general and administrative expense on the consolidated statements of income.
The assets and liabilities of the acquisitions have been recorded based upon management's estimates of their fair market values as of each respective date of acquisition. The following tables summarize the fair values of consideration transferred and the fair values of identified assets acquired and liabilities assumed at each respective date of acquisition:
Fair Value of Consideration Transferred:
(in thousands)ZemaxOther AcquisitionsTotal
Cash$411,471 $110,739 $522,210 
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:
(in thousands)ZemaxOther AcquisitionsTotal
Cash$12,353 $4,320 $16,673 
Accounts receivable and other tangible assets7,069 2,978 $10,047 
Developed software and core technologies (11 year weighted-average life)
96,000 32,200 $128,200 
Customer lists (8 year weighted-average life)
10,000 2,300 $12,300 
Trade names (10 year weighted-average life)
7,000 1,000 $8,000 
Accounts payable and other liabilities(4,757)(2,852)$(7,609)
Deferred revenue(3,085)(746)$(3,831)
Net deferred tax liabilities(24,609)(7,509)$(32,118)
Total identifiable net assets$99,971 $31,691 $131,662 
Goodwill$311,500 $79,048 $390,548 
The goodwill, which is generally not tax-deductible, is attributed to intangible assets that do not qualify for separate recognition, including the assembled workforce of the acquired business and the synergies expected to arise as a result of the acquisitions.
The fair values of the assets acquired and liabilities assumed are based on preliminary calculations. The estimates and assumptions for these items are subject to change as additional information about what was known and knowable at the acquisition date is obtained during the measurement period (up to one year from the acquisition date).
We determined the fair value of our intangible assets using various valuation techniques, including the relief-from-royalty method and the multi-period excess earnings method. These models utilize certain unobservable inputs classified as Level 3 measurements as defined by ASC 820, Fair Value Measurements and Disclosures. The determination of fair value requires considerable judgment and is sensitive to changes in underlying assumptions, estimates and market factors. Estimating fair value requires us to make assumptions and estimates regarding our future plans, as well as industry and economic conditions. These assumptions and estimates include, but are not limited to: selection of a valuation methodology, royalty rate, discount rate and customer attrition rate.
The weighted-average useful life, valuation method and assumptions used to determine the fair value of the intangible assets acquired with the Zemax acquisition are as follows:
Intangible AssetWeighted-Average Useful Life Valuation MethodAssumptions
Developed software and core technologies11 yearsMulti-period excess earnings
Discount rate: 7.5%
Trade names10 yearsRelief-from-royalty
Royalty rate: 2.0%
Discount rate: 8.0%
Customer lists8 yearsMulti-period excess earnings
Attrition rate: 10.0%
Discount rate: 7.5%
The operating results of each acquisition have been included in our consolidated financial statements since each respective date of acquisition. The effects of the business combinations were not material to our consolidated results of operations individually or in the aggregate during 2021.
2020 Acquisitions
On December 1, 2020, we acquired 100% of the shares of AGI, a premier provider of mission-simulation, modeling, testing and analysis software for aerospace, defense and intelligence applications. The acquisition expands the scope of our offerings, empowering users to solve challenges by simulating from the chip level all the way to a customer's entire mission. The purchase price was $720.1 million, inclusive of net working capital adjustments.
On April 1, 2020, we acquired 100% of the shares of Lumerical, a leading developer of photonic design and simulation tools, for a purchase price of $107.5 million, which was paid in cash. The acquisition adds best-in-class photonic products to our multiphysics portfolio, providing customers with a full set of solutions to solve their next-generation product challenges.
During the year ended December 31, 2020, we incurred $5.1 million in acquisition-related expenses, recognized as selling, general and administrative expense on the consolidated statements of income.
The assets and liabilities of the acquisitions have been recorded based upon management's estimates of their fair market values as of each respective date of acquisition. The following tables summarize the fair value of consideration transferred and the fair values of identified assets acquired and liabilities assumed at each respective date of acquisition:
Fair Value of Consideration Transferred:
(in thousands)AGILumericalTotal
Cash$495,066 $107,545 $602,611 
Ansys common stock(1)
222,236  222,236 
Consideration not yet paid2,787  2,787 
Total consideration transferred at fair value$720,089 $107,545 $827,634 
(1)We issued 0.6 million shares of our common stock in an unregistered offering to the prior owners of AGI with a fair value of $217.7 million, and we issued $4.5 million from shares held in treasury.
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:
(in thousands)AGILumericalTotal
Cash$17,663 $11,844 $29,507 
Accounts receivable and other tangible assets28,677 4,244 32,921 
Developed software and core technologies 184,100 31,614 215,714 
Customer lists25,400 1,616 27,016 
Trade names18,200 1,756 19,956 
Accounts payable and other liabilities(23,576)(1,148)(24,724)
Deferred revenue(5,467)(1,405)(6,872)
Net deferred tax liabilities(52,473)(7,452)(59,925)
Total identifiable net assets$192,524 $41,069 $233,593 
Goodwill$527,565 $66,476 $594,041 
The goodwill, which is generally not tax-deductible, is attributed to intangible assets that do not qualify for separate recognition, including the assembled workforce of the acquired business and the synergies expected to arise as a result of the acquisitions.
The weighted-average useful life, valuation method and assumptions used to determine the fair value of the intangible assets acquired with the AGI acquisition are as follows:
Intangible AssetWeighted-Average Useful Life Valuation MethodAssumptions
Developed software and core technologies10 yearsRelief-from-royalty
Royalty rate: 40.0%
Discount rate: 11.0%
Trade names9 yearsRelief-from-royalty
Royalty rate: 1.0% - 2.0%
Discount rate: 11.0%
Customer lists15 yearsMulti-period excess earnings
Attrition rate: 10.0%
Discount rate: 12.0%

The weighted-average useful life, valuation method and assumptions used to determine the fair value of the intangible assets acquired with the Lumerical acquisition are as follows:
Intangible AssetWeighted-Average Useful Life Valuation MethodAssumptions
Developed software and core technologies10 yearsMulti-period excess earnings
 Discount rate: 16.5%
Trade names6 yearsRelief-from-royalty
Royalty rate: 2.0%
Discount rate: 16.5%
Customer lists10 yearsMulti-period excess earnings
Attrition rate: 10.0%
Discount rate: 12.5%
The operating results of each acquisition have been included in our consolidated financial statements since each respective date of acquisition. The effects of the business combinations were not material to our consolidated results of operations individually or in the aggregate for the year ended December 31, 2020.