XML 26 R12.htm IDEA: XBRL DOCUMENT v3.22.2.2
Business Combinations
 9 Months Ended
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Combinations Business Combinations
During April 2022, the Company entered into a share sale purchase agreement and acquired all outstanding shares, the assets and assumed the liabilities of Nispera AG (“Nispera”), a Zurich based provider of artificial intelligence (AI) and machine learning-enabled software-as-a-service (SaaS) targeting the renewable energy sector. Nispera’s advanced technology helps customers monitor, analyze, forecast, and optimize the performance and value of renewable energy assets. The preliminary base purchase price for the acquisition was $33.4 million, of which $27.1 million was paid in cash to investors, $2.6 million was paid to debt holders at the purchase date, and $3.7 million will be paid to investors 18 months from date of purchase. In addition, Fluence issued 0.5 million shares of restricted stock to Nispera’s management team that vest ratably over three years for retention purposes. The acquisition represents a business combination under ASC 805 Business Combinations. The Company has included the financial results of the acquisition in its consolidated financial statements from the date of acquisition. Transaction costs associated with the acquisition were not significant and were expensed as incurred. The following table summarizes the preliminary aggregate fair values and estimated useful lives of the assets acquired and liabilities assumed, as of the date of the acquisition.
Fair Value of consideration transferred$33,446 
Recognized amounts of identifiable assets and liabilities assumed:
Cash489
Accounts receivables and other assets189
Trademark (11 years life)
750
Developed technology (12 years life)
16,500
Customer relationships (6 years life)
3,500
Accounts payable and other liabilities(386)
Deferred revenue(679)
Deferred tax liabilities(3,454)
Total net identifiable assets acquired and liabilities assumed$16,909 
Goodwill$16,536 
The fair value of developed technology was determined using the multi-period excess earnings method as developed technology is considered to be the primary revenue-generating identifiable intangible asset acquired in the acquisition. The fair value assigned to assets acquired and liabilities assumed are based on management’s estimates and assumptions.
The goodwill is primarily attributed to the expanded market opportunities when integrating the acquired entity’s technology with the Company’s technology and the assembled workforce. The excess of the acquisition price over the fair value of assets acquired and liabilities assumed was recorded to goodwill.
The valuation was complex due to the significant estimation uncertainty in certain assumptions used to determine the fair value of intangible assets acquired. The primary area that remains preliminary relate to the fair value of intangible assets acquired. The preliminary estimated fair values of identifiable intangible assets may be subject to change as additional information is received. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.