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Business Combinations
12 Months Ended
Oct. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Business Combinations Business Combinations
Fiscal 2023
During fiscal 2023, we completed several acquisitions for an aggregate purchase consideration of $295.4 million, net of cash acquired. The aggregate purchase consideration was preliminary and allocated as follows: $95.8 million to identifiable intangible assets, $229.4 million to goodwill, and $29.8 million to net tangible liabilities. The acquired identifiable intangible assets were valued using the income approach and are being amortized over their respective useful lives ranging from 1 to 8 years. The goodwill recognized from these acquisitions was assigned to the Design Automation reporting unit, of which $5.7 million was deductible for income tax purposes.
We have included the financial results of the fiscal 2023 acquisitions in our consolidated financial statements from their respective acquisition date. We do not consider these acquisitions to be material, individually or in the aggregate, to our consolidated financial statements.
Fiscal 2022
NTT Security AppSec Solutions Inc.
On June 22, 2022, we completed the acquisition of all outstanding shares of NTT Security AppSec Solutions Inc. (which operated under the name WhiteHat Security, or WhiteHat), a provider of dynamic application security testing solutions, from NTT Security Corporation for an aggregate purchase price of $310.0 million, net of cash acquired. With this acquisition, we broadened our product offering in the application security testing market.
The aggregate purchase consideration was allocated as follows: $97.5 million to identifiable intangible assets, $252.9 million to goodwill, and $40.4 million to net tangible liabilities. The goodwill was assigned to the Software Integrity reporting unit and the amount recognized was not deductible for tax purposes. The acquired identifiable intangible assets of $97.5 million were valued using the income approach and are being amortized over their respective useful lives ranging from 5 to 10 years.
OpenLight Photonics, Inc.
During the second quarter of fiscal 2022, we acquired a 75% equity interest in OpenLight Photonics, Inc. (OpenLight) for cash consideration of $90.0 million. The remaining 25% equity interest in OpenLight is held by Juniper Networks, Inc. (the Minority Investor) from their contribution of IP and certain tangible assets.
The agreement with the Minority Investor contains redemption features whereby the interest held by the Minority Investor is redeemable either (i) at the option of the Minority Investor on or after the third anniversary of the acquisition or sooner in certain circumstances or (ii) at our option beginning on the third anniversary of the acquisition. This option is exercisable at the greater of fair value at the time of redemption or $30.0 million and was valued at $10.1 million, resulting in a total consideration of $100.1 million.
The purchase price was allocated as follows: $94.0 million to identifiable intangible assets and $46.7 million to goodwill, which were attributable to the Design Automation reporting unit. There was no tax-deductible goodwill related to the acquisition.
During fiscal 2023, our ownership interest in OpenLight was reduced to 73% as a result of the recognition of non-controlling interest upon issuance of OpenLight stock.
During fiscal 2023, OpenLight incurred a net loss of $40.9 million, of which $10.0 million was attributable to redeemable non-controlling interest. As of October 31, 2023, the carrying value of the redeemable non-controlling interest was $31.0 million in the consolidated balance sheets.
Other Fiscal 2022 Acquisitions
During fiscal 2022, we completed two other acquisitions for aggregate purchase consideration of $31.8 million, net of cash acquired. The purchase price was allocated as follows: $12.7 million to identifiable intangible assets, $3.1 million to net tangible liabilities, and $22.2 million to goodwill, which were attributable to the Design Automation reporting unit. There was no tax-deductible goodwill related to the acquisitions.
Fiscal 2021
During fiscal 2021, we completed several acquisitions for an aggregate consideration of $298.9 million, net of cash acquired. We do not consider these acquisitions to be material, individually or in the aggregate, to our consolidated financial statements. Total purchase consideration was allocated as follows: $109.3 million to identifiable intangible assets, $16.2 million to net tangible liabilities, and $205.8 million to goodwill, of which $150.4 million was attributable to the Design Automation reporting unit, $9.7 million was attributable to the Designed IP reporting unit, and $45.7 million was attributable to the Software Integrity reporting unit.
Approximately $34.0 million of the goodwill related to the fiscal 2021 acquisitions was deductible for tax purposes.
Preliminary Fair Value Estimates
For all acquisitions completed in fiscal 2023, the purchase price was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary estimated fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of acquisition. These estimates and assumptions are subject to change as additional information becomes available during the respective measurement period, which is not expected to exceed 12 months from applicable acquisition date. The primary areas of those preliminary estimates relate to certain tangible assets and liabilities, identifiable intangible assets, and income taxes.
Acquisition-Related Transaction Costs
Acquisition-related transaction costs were $15.1 million, $14.1 million and $15.4 million during fiscal 2023, 2022 and 2021, respectively. These costs consist of professional fees and administrative costs and were expensed as incurred in our consolidated statements of income.