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Acquisitions
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
On January 3, 2023, we completed the acquisition of DYNAmore for a purchase price of $139.2 million, or $126.4 million net of cash acquired. The acquisition expands our position as a simulation solution provider within the automotive industry. The effects of the acquisition were not material to our consolidated results of operations.
Additionally, during the year ended December 31, 2023, we completed other acquisitions to expand our solution offerings and enhance our customers' experience. These acquisitions were not significant, individually or in the aggregate. The combined purchase price of these acquisitions during the year ended December 31, 2023 was approximately $94.4 million, or $88.3 million net of cash acquired.
During the year ended December 31, 2023, we incurred acquisition-related expenses of $9.4 million. Acquisition-related expenses are recognized as selling, general and administrative and research and development expenses on the consolidated statements of income.
The assets acquired and liabilities assumed in connection with 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 and the fair values of identified assets acquired and liabilities assumed at each respective date of acquisition:
Fair Value of Consideration:
(in thousands)
Cash$228,520 
Non-cash consideration5,056 
Total consideration$233,576 
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:
(in thousands)
Cash$18,870 
Accounts receivable and other tangible assets18,524 
Developed software and core technologies 28,110 
Customer lists 83,790 
Trade names 2,910 
Accounts payable and other liabilities(9,176)
Deferred revenue(8,030)
Net deferred tax liabilities(31,597)
Total identifiable net assets$103,401 
Goodwill$130,175 
The goodwill, which is generally not tax-deductible, is attributed to intangible assets that do not qualify for separate recognition, including the assembled workforces of the acquired businesses 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 each respective 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, attrition rate and obsolescence rate.
The weighted-average useful life, valuation method and assumptions used to determine the fair value of the intangible assets related to the 2023 acquisitions are as follows:
Intangible AssetWeighted-Average Useful LifeValuation MethodAssumptions
Developed software and core technologies5 yearsRelief-from-royalty or multi-period excess earnings
Royalty rate: 20.0%
Obsolescence rate: 15.0% - 20.0% Discount rate: 12.5% - 22.0%
Trade names5 yearsRelief-from-royalty
Royalty rate: 1.0% - 2.0%
Discount rate: 15.5% - 22.0%
Customer lists13 yearsMulti-period excess earnings
Attrition rate: 5.0%
Discount rate: 15.5% - 22.0%
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 2023.
2022 Acquisitions
During the year ended December 31, 2022, we completed several strategic acquisitions to enhance our customers' experience. The effects of the acquisitions were not material to our consolidated results of operations individually or in the aggregate. The combined purchase price of the acquisitions completed during the year ended December 31, 2022 was $401.7 million, or $390.8 million net of cash acquired.
During the year ended December 31, 2022, we incurred acquisition-related expenses of $10.3 million. Acquisition-related expenses are recognized as selling, general and administrative and research and development expenses 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:
(in thousands)
Cash$397,629 
Consideration not yet paid4,035 
Total Consideration$401,664 
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:
(in thousands)
Cash$10,862 
Accounts receivable and other tangible assets4,914 
Developed software and core technologies 127,830 
Customer lists 7,926 
Trade names 5,304 
Accounts payable and other liabilities(7,247)
Deferred revenue(6,408)
Net deferred tax liabilities(19,854)
Total identifiable net assets$123,327 
Goodwill$278,337 
The goodwill, which is generally not tax-deductible, is attributed to intangible assets that do not qualify for separate recognition, including the assembled workforces of the acquired businesses 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 in 2022 are as follows:
Intangible AssetWeighted-Average Useful LifeValuation MethodAssumptions
Developed software and core technologies9 yearsMulti-period excess earnings
Discount rate: 9.5% - 18.0%
Trade names10 yearsRelief-from-royalty
Royalty rate: 1.0% - 2.0%
Discount rate: 10.0% - 18.0%
Customer lists14 yearsMulti-period excess earnings
Attrition rate: 5.0% - 30.0%
Discount rate: 9.5% - 15.0%
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 2022.