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Acquisitions - USD ($)
$ in Thousands

3 Months Ended

Oct. 10, 2021

Sep. 30, 2022

Sep. 30, 2021

Jun. 30, 2022

Business Combinations [Abstract]

Acquisitions

Acquisitions Inmation Software GmbH

On August 29, 2022, the Company completed the acquisition of Inmation Software GmbH (“Inmation”) for a total cash consideration of $87.4 million. The purchase price consisted of $78.9 million of cash paid at closing and an additional $8.5 million to be held back until August 2023 as security for certain representations, warranties, and obligations of the sellers. The holdback is recorded in accrued expenses and other current liabilities in our consolidated and combined balance sheets. The total cash acquired from Inmation was approximately $4.0 million resulting in a net cash payment of $74.9 million during the three months ending September 30, 2022. The Company recognized goodwill of $63.6 million (none of which is expected to be tax deductible) and identifiable intangible assets of $31.5 million, primarily developed technology and customer relationships, with a useful life of approximately 5 years for developed technology and 7 years for customer relationships. The fair value of assets acquired and liabilities assumed represent the preliminary fair value estimates as of September 30, 2022, and are subject to subsequent adjustments as the Company obtains additional information during the measurement period and finalizes its fair value estimates.

Inmation’s revenue and net loss included in the Company’s consolidated and combined income statement from the acquisition date to the first reporting period ending on September 30, 2022 were $0.3 million and $(0.2) million, respectively. Results included amortization of developed technology and customer relationships of $0.5 million. The Company has not furnished pro forma financial information relating to Inmation because such information is not material to the Company’s financial results.

Prior to the closing date, Inmation was considered a related party to AspenTech as Emerson, through one of its subsidiaries, held an equity-method investment in Inmation. At the time of close, $17.6 million was paid to Emerson in exchange for all its shares in Inmation, with another $2.0 million to be paid 12 months after the close.

Heritage AspenTech

On October 10, 2021, Emerson entered into the Transaction with Heritage AspenTech to contribute the Industrial Software Business comprised of OSI and SSE, along with $6.014 billion in cash, to create the Company. On the Closing Date, Emerson owned 55% of the outstanding common shares of AspenTech on a fully diluted basis, while the stockholders of Heritage AspenTech owned the remaining 45%. The acquisition-date fair value of the purchase consideration totaled $11.19 billion.

During the first quarter of fiscal 2023, the Company recorded purchase price allocation adjustments that increased goodwill by $1.9 million. The following table sets forth the purchase price allocation of the Heritage AspenTech acquisition:


	Amount
	(Dollars in Thousands)
Cash and cash equivalents	$	273,728
Accounts receivable	43,163
Current and non-current contract assets	730,548
Intangible assets	4,390,667
Other net assets acquired	64,342
Total asset acquired (excluding Goodwill)	5,502,448
Accounts payable, accrued expenses, and other current liabilities	53,841
Current and non-current deferred revenue	62,319
Current and non-current borrowings under credit agreement	282,000
Deferred income taxes	1,078,463
Other net liabilities assumed	62,279
Total liabilities assumed	1,538,902
Net identifiable assets acquired	3,963,546
Goodwill	7,224,730
Net assets acquired	$	11,188,276

The following pro forma consolidated and combined financial results of operations are presented as if the Heritage AspenTech acquisition occurred on October 1, 2020. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition occurred as of that time.