XML 89 R59.htm IDEA: XBRL DOCUMENT v3.24.2.u1
ACQUISITIONS AND DIVESTITURES (Tables)
 12 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Divestiture of AMC Business
The following table presents the carrying amounts of major classes of assets and liabilities disposed of in the AMC Divestiture as of April 30, 2024:
AMC Assets
Accounts receivable trade, net of allowance for credit losses
$57,927 
Contract assets
10,355 
Prepaid expenses and other current assets
4,651 
Property and equipment
1,091 
Goodwill
1,139,403 
Acquired intangible assets
930,771 
Deferred tax assets
2,820 
Other assets
1,502 
Total AMC Assets
$2,148,520 
AMC Liabilities
Accounts payable and accrued liabilities
$11,166 
Deferred revenues
188,648 
Long-term accrued liabilities
8,128 
Pension liability, net
1,640 
Long-term operating lease liabilities
672 
Long-term deferred revenues
23,623 
Long-term income taxes payable
9,845 
Deferred tax liabilities
116,086 
Total AMC Liabilities
$359,808 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The recognized amounts of identifiable assets acquired and liabilities assumed, based on their fair values as of January 31, 2023, are set forth below:
Cash and cash equivalents$541,584 
Accounts receivable, net of allowance for credit losses (1)
408,921 
Other current assets (3)
288,842 
Non-current tangible assets441,129 
Goodwill (2) (3)
3,385,572 
Intangible customer assets2,162,400 
Intangible technology assets1,392,300 
Accounts payable and accrued liabilities(473,635)
Deferred revenues(1,107,627)
Other liabilities (3)
(793,049)
Net Assets Acquired$6,246,437 
______________________
(1)The gross amount receivable was $418.2 million of which $9.3 million of this receivable was expected to be uncollectible.
(2)The goodwill of $3.4 billion is primarily attributable to the synergies expected to arise after the acquisition. There is $67.3 million of goodwill that is deductible for tax purposes.
(3)Current period purchase price allocation adjustments of $32.1 million for the year ended June 30, 2024, were primarily driven by changes in other current assets and other liabilities related to adjustments of pre-acquisition other current assets and deferred tax liabilities.
The recognized amounts of identifiable assets acquired, and liabilities assumed, based on their fair values as of December 23, 2021, are set forth below:
Current assets (inclusive of cash acquired of $38.3 million)
$71,527 
Non-current tangible assets13,450 
Intangible customer assets212,400 
Intangible technology assets92,650 
Liabilities assumed(81,476)
Total identifiable net assets308,551 
Goodwill585,910 
Net assets acquired$894,461 
Schedule of Unaudited Pro Forma Information
The amount of Micro Focus’ revenues and net loss included in our Consolidated Statements of Income for the year ended June 30, 2023 is set forth below:
February 1, 2023 – June 30, 2023
Revenues$976,537 
Net loss (1)
$(94,741)
______________________
(1)Net loss for the year ended includes one-time fees of approximately $82.9 million on account of special charges and $202.4 million of amortization charges relating to intangible assets.
The unaudited pro forma revenues and net income of the combined entity for the year ended June 30, 2023 and 2022, respectively, had the Micro Focus Acquisition been consummated on July 1, 2021, are set forth below:
Year Ended June 30,
Supplemental Unaudited Pro Forma Information20232022
Revenues$5,933,106 $6,248,335 
Net income (loss) (1)
(500,105)206,985 
Net income (loss) attributable to OpenText (1)
(500,292)206,816 
______________________
(1)Included in the pro forma net loss for the year ended June 30, 2023, is a $448.2 million goodwill impairment recorded by Micro Focus in its pre-acquisition historical results as a result of the Company’s offer to acquire Micro Focus at a price of 532 pence per share.