XML 65 R54.htm IDEA: XBRL DOCUMENT v3.24.1.u1
ACQUISITIONS AND DIVESTITURES (Tables)
9 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
As of March 31, 2024, 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 allowances 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 nine months ended March 31, 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.
Schedule of Unaudited Pro Forma Information
The unaudited pro forma revenues and net income (loss) of the combined entity for the three and nine months ended March 31, 2023, had the Micro Focus Acquisition been consummated on July 1, 2021, are set forth below:
Three Months Ended March 31,Nine Months Ended March 31,
Supplemental Unaudited Pro Forma Information20232023
Revenues$1,456,893 $4,442,276 
Net income (loss) (1)
(1,302)(453,839)
Net income (loss) attributable to OpenText (1)
(1,359)(453,977)
______________________
(1)Included in the pro forma net loss for the three and nine months ended March 31, 2023, is a $448.2 million goodwill impairment 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.
Schedule of Proposed Divestiture of AMC Business
The following are classified as held for sale in the Condensed Consolidated Balance Sheets, which are related to the AMC Divestiture. The following balances incorporate the use of management estimates and are subject to change based on developments leading up to the closing date of the transaction. Refer to Note 1 “Basis of Presentation.”
As of March 31, 2024
Assets held for sale
Accounts receivable trade, net of allowance for credit losses
$68,767 
Contract assets
5,514 
Prepaid expenses and other current assets
1,882 
Property and equipment
992 
Operating lease right of use assets
3,431 
Long-term contract assets
2,880 
Goodwill
1,102,367 
Acquired intangible assets
930,712 
Other assets
3,766 
Total Assets held for sale
$2,120,311 
Liabilities held for sale
Accounts payable and accrued liabilities
$18,865 
Operating lease liabilities
2,057 
Deferred revenues
176,862 
Long-term accrued liabilities
2,069 
Pension liability, net
2,393 
Long-term operating lease liabilities
1,402 
Long-term deferred revenues
24,458 
Total Liabilities held for sale
$228,106