EMERSON INDUSTRIAL SOFTWARE BUSINESS
A Former Business of Emerson Electric Co.
Consolidated and Combined Financial Statements (Unaudited)
for the three and six months Ended March 31, 2022 and 2021
INDEX TO FINANCIAL STATEMENTS
| Unaudited Consolidated and Combined Financial Statements of Emerson Industrial Software Business | |
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| Unaudited Consolidated and Combined Statements of Earnings (Loss) for the three and six months ended March 31, 2022 and 2021 | 3 |
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| Unaudited Consolidated and Combined Statements of Comprehensive Income (Loss) for the three and six months ended March 31, 2022 and 2021 | 4 |
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| Unaudited Consolidated and Combined Balance Sheets as of March 31, 2022 and September 30, 2021 | 5 |
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| Unaudited Consolidated and Combined Statements of Equity for the three and six months ended March 31, 2022 and 2021 | 6 |
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| Unaudited Consolidated and Combined Statements of Cash Flows for the six months ended March 31, 2022 and 2021 | 7 |
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| Notes to Unaudited Consolidated and Combined Financial Statements | 8 |
Consolidated and Combined Statements of Earnings (Loss)
EMERSON INDUSTRIAL SOFTWARE BUSINESS
(Unaudited)
Three and six months ended March 31, 2022 and 2021
(Dollars in thousands)
| | | Three Months Ended March 31 | | | Six Months Ended March 31 | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Revenue: | | | | | | | | | | | | |
| License and solutions | | $ | 50,838 | | | | 54,197 | | | $ | 99,329 | | | | 90,985 | |
| Maintenance | | | 27,313 | | | | 21,011 | | | | 53,585 | | | | 44,124 | |
| Services and other | | | 6,450 | | | | 5,333 | | | | 13,462 | | | | 11,167 | |
Total revenue
| | | 84,601 | | | | 80,541 | | | | 166,376 | | | | 146,276 | |
| Cost of revenue: | | | | | | | | | | | | | | | | |
| License and solutions | | | 35,546 | | | | 30,749 | | | | 68,767 | | | | 58,301 | |
| Maintenance | | | 4,296 | | | | 5,136 | | | | 8,370 | | | | 9,833 | |
| Services and other | | | 3,959 | | | | 4,835 | | | | 8,241 | | | | 9,447 | |
| Total cost of revenue | | | 43,801 | | | | 40,720 | | | | 85,378 | | | | 77,581 | |
| Gross profit | | | 40,800 | | | | 39,821 | | | | 80,998 | | | | 68,695 | |
| Operating expenses: | | | | | | | | | | | | | | | | |
| Research and development | | | 15,462 | | | | 15,148 | | | | 30,845 | | | | 29,542 | |
| General and administrative | | | 9,139 | | | | 6,797 | | | | 16,175 | | | | 19,101 | |
| Selling and marketing | | | 18,899 | | | | 25,800 | | | | 36,894 | | | | 53,924 | |
| Restructuring costs (income) | | | 43 | | | | (65 | ) | | | 81 | | | | 3,883 | |
| Total operating expenses | | | 43,543 | | | | 47,680 | | | | 83,995 | | | | 106,450 | |
| Earnings (loss) from operations | | | (2,743 | ) | | | (7,859 | ) | | | (2,997 | ) | | | (37,755 | ) |
| Other expense (income), net | | | 2,685 | | | | 919 | | | | 4,104 | | | | 2,280 | |
| Interest expense (income), net | | | 28 | | | | (13 | ) | | | 48 | | | | (156 | ) |
| Earnings (loss) before income taxes | | | (5,456 | ) | | | (8,765 | ) | | | (7,149 | ) | | | (39,879 | ) |
| Provision (benefit) for income taxes | | | (2,176 | ) | | | (2,898 | ) | | | (3,109 | ) | | | (38,984 | ) |
| Net earnings (loss) | | $ | (3,280 | ) | | | (5,867 | ) | | $ | (4,040 | ) | | | (895 | ) |
See accompanying Notes to Unaudited Consolidated and Combined Financial Statements.
Consolidated and Combined Statements of Comprehensive Income (Loss)
EMERSON INDUSTRIAL SOFTWARE BUSINESS
(Unaudited)
Three and six months ended March 31, 2022 and 2021
(Dollars in thousands)
| | | Three Months Ended March 31 | | | Six Months Ended
March 31 | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Net earnings (loss) | | $ | (3,280 | ) | | | (5,867 | ) | | $ | (4,040 | ) | | | (895 | ) |
| Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | |
| Foreign currency translation | | | (984 | ) | | | (254 | ) | | | (1,094 | ) | | | (85 | ) |
| Pension, net of taxes | | | (2 | ) | | | 1 | | | | (3 | ) | | | 2 | |
| Total other comprehensive income (loss) | | | (986 | ) | | | (253 | ) | | | (1,097 | ) | | | (83 | ) |
| Comprehensive income (loss) | | $ | (4,266 | ) | | | (6,120 | ) | | $ | (5,137 | ) | | | (978 | ) |
See accompanying Notes to Unaudited Consolidated and Combined Financial Statements.
Consolidated and Combined Balance Sheets
EMERSON INDUSTRIAL SOFTWARE BUSINESS
(Dollars in thousands)
ASSETS | | March 31 2022 | | | September 30 2021 | |
| Current assets: | | (unaudited) | | | | |
| Cash and cash equivalents | | $ | 20,362 | | | | 25,713 | |
| Accounts receivable, net of credit loss allowances of $243 and $364 | | | 59,665 | | | | 65,040 | |
| Current contract assets | | | 71,487 | | | | 6 61,494 | |
| Prepaid expenses and other current assets | | | 8,329 | | | | 6,262 | |
| Income taxes receivable | | | 3,139 | | | | 3,414 | |
| Total current assets | | | 162,982 | | | | 161,923 | |
| Property, equipment and leasehold improvements, net | | | 13,817 | | | | 14,744 | |
| Goodwill | | | 1,044,383 | | | | 1,044,383 | |
| Intangible assets, net | | | 792,755 | | | | 837,655 | |
| Operating lease right-of-use assets | | | 44,135 | | | | 4 46,048 | |
| Deferred tax assets | | | 7,002 | | | | 7,002 | |
| Other noncurrent assets | | | 4,994 | | | | 5,001 | |
| Total assets | | $ | 2,070,068 | | | | 2,116,756 | |
| | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 7,069 | | | | 9,644 | |
| Accrued expenses | | | 40,510 | | | | 45,328 | |
| Current operating lease liabilities | | | 5,862 | | | | 5,744 | |
| Income taxes payable | | | 4,869 | | | | 2 2,690 | |
| Current contract liabilities | | | 80,272 | | | | 72,524 | |
| Total current liabilities | | | 138,582 | | | | 1 135,930 | |
| Non-current contract liabilities | | | 5,771 | | | | 7,029 | |
| Deferred income taxes | | | 142,221 | | | | 148,788 | |
| Non-current operating lease liabilities | | | 38,984 | | | | 41,114 | |
| Other non-current liabilities | | | 9,768 | | | | 12,549 | |
| Equity: | | | | | | | | |
| Net parent investment | | | 1,741,523 | | | | 1,777,030 | |
| Accumulated other comprehensive loss | | | (6,781 | ) | | | (5,684 | ) |
| Total equity | | | 1,734,742 | | | | 1,771,346 | |
| Total liabilities and equity | | $ | 2,070,068 | | | | 2,116,756 | |
See accompanying Notes to Unaudited Consolidated and Combined Financial Statements.
Consolidated and Combined Statements of Equity
EMERSON INDUSTRIAL SOFTWARE BUSINESS
(Unaudited)
Three and six months ended March 31, 2022 and 2021
(Dollars in thousands)
| | Three Months Ended
March 31 | | | Six Months Ended March 31 | |
| | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Net parent investment | | | | | | | | | | | | |
| Beginning balance | | $ | 1,794,388 | | | | 1,847,496 | | | $ | 1,777,030 | | | | 244,357 | |
| Net earnings (loss) | | | (3,280 | ) | | | (5,867 | ) | | | (4,040 | ) | | | (895 | ) |
| Net transfer from (to) Emerson | | | (49,585 | ) | | | (38,622 | ) | | | (31,467 | ) | | | 1,559,545 | |
| Ending balance | | | 1,741,523 | | | | 1,803,007 | | | | 1,741,523 | | | | 1,803,007 | |
| | | | | | | | | | | | | | | | | |
| Accumulated other comprehensive income (loss) | | | | | | | | | | | | | | | | |
| Beginning balance | | | (5,795 | ) | | | (6,359 | ) | | | (5,684 | ) | | | (6,529 | ) |
| Foreign currency translation | | | (984 | ) | | | (254 | ) | | | (1,094 | ) | | | (85 | ) |
| Pension | | | (2 | ) | | | 1 | | | | (3 | ) | | | 2 | |
| Ending balance | | | (6,781 | ) | | | (6,612 | ) | | | (6,781 | ) | | | (6,612 | ) |
| Total equity | | $ | 1,734,742 | | | | 1,796,395 | | | $ | 1,734,742 | | | | 1,796,395 | |
See accompanying Notes to Unaudited Consolidated and Combined Financial Statements.
Consolidated and Combined Statements of Cash Flows
EMERSON INDUSTRIAL SOFTWARE BUSINESS
(Unaudited)
Six months ended March 31, 2022 and 2021
(Dollars in thousands)
| | | Six Months Ended March 31 | |
| Operating activities: | | 2022 | | | 2021 | |
| Net earnings (loss) | | $ | (4,040 | ) | | | (895 | ) |
| Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | | | | | | | | |
| Depreciation and amortization | | | 46,915 | | | | 64,635 | |
| Reduction in carrying amount of right-of-use asset | | | 2,528 | | | | 2,444 | |
| Net foreign currency losses (gains) | | | 4,227 | | | | 2,270 | |
| Deferred income taxes | | | (6,156 | ) | | | (45,290 | ) |
| Other operating | | | 106 | | | | (18 | ) |
| Changes in assets and liabilities: | | | | | | | | |
| Accounts receivable | | | (1,154 | ) | | | (3,445 | ) |
| Other current assets | | | (2,491 | ) | | | (711 | ) |
| Contract assets | | | (9,993 | ) | | | (2,686 | ) |
| Other noncurrent assets | | | 18 | | | | (504 | ) |
| Accounts payable | | | (2,199 | ) | | | (6,925 | ) |
| Accrued expenses and income taxes payable | | | (600 | ) | | | 5,901 | |
| Contract liabilities | | | 6,489 | | | | 25,383 | |
| Lease liabilities | | | (2,725 | ) | | | (2,478 | ) |
| Other liabilities | | | (2,595 | ) | | | (2,050 | ) |
| Net cash provided by operating activities | | | 28,330 | | | | 35,631 | |
| | | | | | | | | |
| Investing activities | | | | | | | | |
| Purchase of property, equipment and leasehold improvements | | | (1,281 | ) | | | (1,792 | ) |
| Payment for business acquisition, net of cash acquired | | | — | | | | (1,587,737 | ) |
| Other, net | | | 55 | | | | 56 | |
| Net cash used in investing activities | | | (1,226 | ) | | | (1,589,473 | ) |
| | | | | | | | | |
| Financing activities | | | | | | | | |
| Net transfer from (to) Emerson | | | (31,467 | ) | | | 1,559,545 | |
| Net cash provided by (used in) financing activities | | | (31,467 | ) | | | 1,559,545 | |
| | | | | | | | | |
| Effect of exchange rate changes on cash and cash equivalents | | | (988 | ) | | | (115 | ) |
| Increase (decrease) in cash and cash equivalents | | | (5,351 | ) | | | 5,588 | |
| Beginning cash and cash equivalents | | | 25,713 | | | | 14,499 | |
| Ending cash and cash equivalents | | $ | 20,362 | | | | 20,087 | |
See accompanying Notes to Unaudited Consolidated and Combined Financial Statements.
Notes to Unaudited Consolidated and Combined Financial Statements
INDUSTRIAL SOFTWARE
(Dollars in thousands except where noted)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
The Emerson Industrial Software Business (“the Business”) is a global leader in providing grid modernization technology, advanced distribution management systems and geological simulation software. The Business operates two businesses: Open Systems International, Inc. (“OSI Inc.”) and Geological Simulation Software (“GSS”). OSI Inc. and GSS are two of Emerson Electric Co.’s (“Emerson”) industrial software businesses.
OSI Inc. offers operational technology (“OT”) solutions that enable utilities to control generation, transmission, and distribution of power and ultimately ensure supply equals demand in the power grid. GSS is a leading independent developer of software solutions to the global energy and alternative energy, carbon capture and storage, and minerals and mining industries. GSS provides geological simulation software that characterizes subsurface geological formations from seismic interpretation to dynamic simulation, connecting reservoirs to operational activities to optimize production and utilization.
Completion of Acquisition
On May 16, 2022, stockholders of AspenTech Corporation (formerly Aspen Technology, Inc.) (“AspenTech”) voted to adopt the Transaction Agreement and Plan of Merger dated October 10, 2021, as amended by Amendment No. 1, dated as of March 23, 2022, and Amendment No. 2, dated as of May 3, 2022 (the “Transaction Agreement”) and approve the transactions contemplated by the Transaction Agreement (the “Transactions”), including the combination of the Business and AspenTech under a new publicly traded company. The Transactions closed on the same day on May 16, 2022 (the “Closing”).
Pursuant to the Transaction Agreement, at the Closing, (i) Emerson contributed $6,014,000,000 in cash to Emersub CX, Inc. (now Aspen Technology, Inc.), a then-wholly owned subsidiary of Emerson (“New AspenTech”), in exchange for New AspenTech common stock, (ii) EMR Worldwide Inc., a wholly owned subsidiary of Emerson, contributed the Business to New AspenTech in exchange for New AspenTech common stock, (iii) Emersub CXI, Inc., a then-wholly owned subsidiary of New AspenTech, merged with and into AspenTech, with AspenTech being the surviving corporation and becoming a wholly owned subsidiary of New AspenTech (the “Merger”) and (iv) as a result of the Merger, each issued and outstanding share of AspenTech common stock (subject to certain exceptions) was converted into the right to receive (i) $87.69 in cash (calculated by dividing $6,014,000,000 by the number of outstanding shares of AspenTech common stock as of the Closing on a fully diluted basis) and (ii) 0.42 shares of New AspenTech common stock. At the Closing, AspenTech changed its name from “Aspen Technology, Inc.” to “AspenTech Corporation.”
Also at the Closing, New AspenTech changed its registered name with the Secretary of State of Delaware to “Aspen Technology, Inc.” Immediately after the Closing, Emerson beneficially owned 55% of the outstanding shares of New AspenTech common stock (on a fully diluted basis) and former AspenTech stockholders owned the remaining outstanding shares of New AspenTech common stock. AspenTech common stock is now delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, and is no longer publicly traded. New AspenTech and its subsidiaries now operate under AspenTech’s previous name “Aspen Technology, Inc.” and New AspenTech common stock is traded on NASDAQ under AspenTech’s previous stock ticker symbol “AZPN.”
Russia and Ukraine
While the Business has no operations in Ukraine, the ongoing conflict there could negatively impact its financial position and results of operations. The United States and other governments have imposed sanctions and taken other regulatory actions that adversely affect doing business in Russia and with Russian companies. The Business’s GSS business licenses software and provides related services to customers in Russia and has operations there. The GSS business had net sales of approximately $24 million and $6 million for the fiscal year ended September 30, 2021 and the six months ended March 31, 2022, respectively, and total assets of approximately $15 million as of March 31, 2022, related to operations in Russia. OSI Inc. does not have sales or operations in Russia. The Business performed an assessment for potential asset impairment in accordance with its accounting practices, and recognized expense of $1 million in the three and six month periods ended March 31, 2022 related to the write-off of uncollectable accounts receivable with certain Russian customers. The Business continues to evaluate the impact of the various sanctions and export control measures imposed by the United States and other governments on its ability to do business in Russia, maintain contracts with vendors and pay employees in Russia, as well as receive payment from customers in Russia or Ukraine. The outcome of these assessments will depend on how the conflict evolves and on further actions that may be taken by the United States, Russia, and other governments around the world. No material impact to supply chain operations is expected due to the conflict in Ukraine.
Basis of Presentation
GSS and OSI Inc. are two of Emerson’s industrial software businesses, and their results of operations and financial statements have previously been reflected in Emerson’s consolidated financial statements. These unaudited consolidated and combined financial statements present the historical financial position, results of operations, and cash flows of the Business as historically managed within Emerson and include all accounts of the Business in a combination of dedicated legal entities and shared legal entities of Emerson. Intercompany transactions, profits and balances among the Business’s entities have been eliminated. These unaudited consolidated and combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Sale and purchase transactions between the Business and other Emerson affiliates are included in the unaudited consolidated and combined financial statements. See Note 8.
These unaudited consolidated and combined financial statements reflect charges for costs directly related to the Business and the Business has been allocated a portion of Emerson’s general corporate costs. All such costs are reflected in the unaudited consolidated and combined financial statements. The Business participates in various Emerson programs which include information technology services, employee benefits, medical insurance, and other programs. Costs associated with these programs are charged to the Business based on Emerson’s actual cost and the Business’s relative level of usage. The Business also utilizes Emerson’s global shared service centers and is charged for direct costs and its share of associated overhead costs.
Emerson provides certain oversight and support services, including assistance with management strategy, logistics, marketing, finance, treasury, tax, human resources, legal and other activities. A charge for these services has historically been allocated to the Business based principally on revenue. While management believes the methodologies and assumptions used to allocate these costs are reasonable, the unaudited consolidated and combined financial statements do not purport to represent the financial position, the results of operations, changes in equity, and cash flows of the Business in the future, or what such costs would have been had the Business operated as a stand-alone entity during the periods presented.
Emerson utilizes a centralized treasury function which manages the working capital and financing needs of all its business operations. This function oversees a cash pooling arrangement which sweeps participating Business cash accounts into pooled Emerson cash accounts on a daily basis. Pooled cash and nontrade intercompany balances attributable to Emerson have not been presented as assets and liabilities in the accompanying unaudited consolidated and combined financial statements. These balances are reflected as “Net parent investment” in the equity section of the unaudited consolidated and combined balance sheets. Changes in these balances are reflected as “Net transfer from (to) Emerson” in the financing activities section of the unaudited consolidated and combined statements of cash flows. Cash and cash equivalents from entities not participating in the Emerson centralized treasury function and specifically attributable to the Business have been reflected in the unaudited consolidated and combined financial statements.
In the opinion of management, the accompanying unaudited consolidated and combined financial statements include all adjustments necessary for a fair presentation of operating results for the interim periods presented. Adjustments consist of normal and recurring accruals. The unaudited consolidated and combined financial statements included herein have been prepared by the Business pursuant to the rules and regulations of the SEC and consequently do not include all disclosures required for annual financial statements presented in conformity with U.S. GAAP. However, the Business believes that the disclosures are adequate to make the information presented not misleading. The unaudited consolidated and combined financial statements should be read in conjunction with the audited consolidated and combined financial statements as of and for the year ended September 30, 2021 and the notes thereto.
Adopted Accounting Pronouncements
Effective October 1, 2021, the Business adopted three accounting standard updates which had no impact or an immaterial impact on the Business’s financial statements. These included:
| • | Updates to ASC 805, Business Combinations, which clarify the accounting for contract assets and liabilities assumed in a business combination. In general, this will result in contract liabilities being recognized at their historical amounts under ASC 606, rather than at fair value in accordance with the general requirements of ASC 805. |
| • | Updates to ASC 740, Income Taxes, which require the recognition of a franchise tax that is partially based on income as an income-based tax with any incremental amount as a non-income-based tax. These updates also make certain changes to intra-period tax allocation principles and interim tax calculations. |
| • | Adoption of ASC 321, Equity Securities, ASC 323, Investments- Equity Method and Joint Ventures, and ASC 815, Derivatives and Hedging, which clarify when equity method of accounting should be applied or discontinued based on observable transactions. |
(2) REVENUE RECOGNITION
The Business disaggregates its revenue into three categories: (i) license and solutions, (ii) maintenance and (iii) services and other. License and solutions revenue is primarily derived from term software licenses sold in the GSS segment and perpetual software licenses sold in the OSI Inc. segment. Term software license revenue is recognized at a point in time when control transfers to the customer, which generally aligns with the first day of the contractual term. OSI Inc. perpetual software license revenue is generally recognized over time using an input measure of progress based on the ratio of actual costs incurred to date to the total estimated cost to complete. In limited circumstances, OSI Inc. sells perpetual software licenses on a stand-alone basis and recognizes revenue on those sales on a point in time basis. Maintenance is derived from both segments and consists of software maintenance, recognized ratably over the maintenance term. Both segments offer services, which consist of professional services and training. Revenue from professional services not considered part of an integrated software solution and training are generally recognized as the customer consumes the associated benefits. See note 11, “Business Segment Information,” for additional information about the Business’s revenues.
The following table summarizes the Business’s contract assets and contract liabilities:
| | | Mar 31, 2022 | | | Sept 30, 2021 | |
| Contract assets | | $ | 71,487 | | | | 61,494 | |
| Contract liabilities | | | (86,043 | ) | | | (79,553 | ) |
| Net contract liabilities | | $ | (14,556 | ) | | | (18,059 | ) |
The majority of the Business’s contract balances are related to arrangements where revenue is recognized over time and payments are made according to a contractual billing schedule. The decrease in net contract liabilities was primarily due to revenue recognized for performance completed during the period which exceeded customer billings. Revenue recognized for the three and six months ended March 31, 2022 included $7,618 and $42,606 that was included in the beginning contract liability balance.
As of March 31, 2022 and September 30, 2021, capitalized incremental costs to obtain customer contracts and capitalized costs to fulfill contracts are immaterial. Contract assets are reviewed for credit losses in accordance with ASC 326. The potential impact of credit losses is immaterial. Revenue recognized for the three and six months ended March 31, 2022 for performance obligations that were fully satisfied in previous periods is immaterial.
As of March 31, 2022, the Business’s backlog relating to unsatisfied (or partially unsatisfied) performance obligations in contracts with its customers was approximately $345,600. The Business expects to recognize approximately 53% of its remaining performance obligations as revenue over the next 12 months, with the remainder substantially over the subsequent two years.
(3) ACQUISITIONS
On October 1, 2020, the Business completed the acquisition of OSI Inc. for approximately $1,588,802, net of cash acquired. OSI Inc. is a leading operations technology provider to the global power industry. The Business recognized goodwill of $967,383 (none of which is tax deductible) and identifiable intangible assets of $783,400, primarily technology, customer relationships, and trademarks with a weighted-average useful life of approximately 11 years.
Results of operations for OSI Inc. for fiscal year 2021 included revenue of $173,252 and a net loss of $(46,428), including first-year pretax acquisition accounting charges related to backlog and deferred revenue of $30,400 and $13,661, respectively. Results also included amortization of technology, customer relationships, and trademarks of $66,475.
Proforma Financial Information (Unaudited)
The following unaudited proforma consolidated and combined financial results of operations are presented as if the OSI Inc. acquisition occurred on October 1, 2019. The proforma 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.
| | | Mar 31, 2021 | | | Mar 31, 2021 | |
| Total revenue | | $ | 83,956 | | | $ | 154,248 | |
| Net income (loss) | | $ | 1,795 | | | $ | 23,392 | |
Unaudited proforma results for the three months ended March 31, 2021 exclude pretax acquisition accounting charges related to backlog and deferred revenue of $6,633 and $3,415, respectively. Unaudited proforma results for the six months ended March 31, 2021 exclude acquisition costs of $6,012 and pretax acquisition accounting charges related to backlog and deferred revenue of $17,133 and $7,972, respectively.
(4) OTHER EXPENSE (INCOME), NET
Other expense (income), net, is summarized as follows:
| | | Three Months Ended March 31 | | | Six Months Ended March 31 | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Foreign currency losses (gains) | | $ | 2,752 | | | | 922 | | | $ | 4,227 | | | | 2,270 | |
| Other expense (income) | | | (67 | ) | | | (3 | ) | | | (123 | ) | | | 10 | |
| Total | | $ | 2,685 | | | | 919 | | | $ | 4,104 | | | | 2,280 | |
(5) GOODWILL AND OTHER INTANGIBLES
The carrying value of goodwill by segment follows:
| | | GSS | | | OSI Inc. | | | Total | |
| Balance, September 30, 2021 | | $ | 77,000 | | | | 967,383 | | | | 1,044,383 | |
| Balance, March 31, 2022 | | $ | 77,000 | | | | 967,383 | | | | 1,044,383 | |
The gross carrying amount and accumulated amortization of identifiable intangible assets by major class follow:
| | | Technology | | | Trademarks | | | Customer Relationships and Backlog | | | Capitalized Software and Other | | | Total | |
| | | Mar 31, | | | Sept 30, | | | Mar 31, | | | Sept 30, | | | Mar 31, | | | Sept 30, | | | Mar 31, | | | Sept 30, | | | Mar 31, | | | Sept 30, | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Gross carrying amount | | $ | 532,095 | | | | 532,095 | | | | 34,400 | | | | 34,400 | | | | 462,506 | | | | 462,506 | | | | 11,928 | | | | 11,986 | | | | 1,040,929 | | | | 1,040,987 | |
| Less: Accumulated amortization | | | 123,698 | | | | 97,313 | | | | 8,269 | | | | 6,047 | | | | 104,590 | | | | 88,621 | | | | 11,617 | | | | 11,351 | | | | 248,174 | | | | 203,332 | |
| Net carrying amount | | $ | 408,397 | | | | 434,782 | | | | 26,131 | | | | 28,353 | | | | 357,916 | | | | 373,885 | | | | 311 | | | | 635 | | | | 792,755 | | | | 837,655 | |
Total intangible asset amortization expense was $22,353 and $29,350 for the three months ended March 31, 2022 and 2021, respectively, and $44,914 and $62,024 for the six months ended March 31, 2022 and 2021, respectively. The decline in amortization expense for the three months and six months ended March 31, 2022 was due primarily to no backlog amortization for either period compared to $6,633 and $17,133 for the three and six months ended March 31, 2021, respectively.
Income tax benefit was $2,176 and $2,898, resulting in effective tax rates of 40% and 33% for the three months ended March 31, 2022 and 2021, respectively. Discrete adjustments primarily related to uncertain tax positions had a favorable impact of 17 and 13 percentage points for March 31, 2022 and 2021, respectively.
Income tax benefit was $3,109 and $38,984, resulting in effective tax rates of 43% and 98% for the six months ended March 31, 2022 and 2021, respectively. The acquisition of OSI Inc. in the first quarter of fiscal year 2021 changed the assessment as to the recoverability of certain U.S. federal and state deferred tax assets such that they became realizable and, accordingly, a $29,431 tax benefit for the valuation allowance reversal was included in the six months ended March 31, 2021. The reversal of the valuation allowance for the six months ended Mach 31, 2021 and discrete adjustments related to uncertain tax positions in both periods had a favorable impact of 20 and 78 percentage points for the six months ended March 31, 2022 and 2021, respectively.
(7) STOCK-BASED COMPENSATION
Certain employees of the Business participate in Emerson stock-based compensation plans, which include performance share and restricted stock units. Compensation expense is recognized based on Emerson’s cost of the awards under ASC 718, Compensation- Stock Compensation. All awards granted under these stock-based compensation plans are based on Emerson’s common stock and are not indicative of the results the Business would have experienced as a separate and independent business for the periods presented. Stock-based compensation expense reflected in the Business’s unaudited financial statements was $519 and $459, respectively, for the three months ended March 31, 2022 and 2021, and $977 and $918, respectively, for the six months ended March 31, 2022 and 2021.
(8) RELATED-PARTY TRANSACTIONS
The Business has been charged for costs directly attributable to the Business and has been allocated a portion of Emerson’s general corporate costs. All of these costs are reflected in the Business’s unaudited consolidated and combined financial statements. Management believes the methodologies and assumptions used to allocate these costs to the Business are reasonable.
Emerson maintains a centralized information technology function for its units. Services provided include application hosting, network support, network security, messaging, and technology related services. Charges to the Business for these services are based on Emerson’s costs and the Business’s actual usage. Emerson administers a medical insurance program for its employees in the U.S. that the Business participates in and for which it records the cost of claims incurred each period. The Business participates in other Emerson programs including, but not limited to, workers compensation and general and product liability insurance. Other Emerson programs are charged to the Business based on cost incurred and usage.
The Business utilizes Emerson global shared service centers that host Business-dedicated resources providing customer facing support, research and development, and back office financial services. Costs for Business-dedicated resources are directly charged to the Business, most of which relate to employee compensation and benefits, with the remaining portion related to the Business’s share of facility overhead, allocated based on headcount or space occupied. In addition, general corporate costs incurred by Emerson are allocated to the Business, based on its proportionate share of Emerson’s total consolidated revenue, and include the cost of support functions such as procurement, logistics, marketing, human resources, legal, finance, internal audit and other Emerson corporate functions.
Allocations and charges from Emerson are as follows:
| | | Three Months Ended March 31, | | | Six Months Ended March 31, | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Corporate costs | | $ | 1,516 | | | | 1,572 | | | $ | 2,745 | | | | 2,771 | |
| Information technology | | $ | 477 | | | | 434 | | | $ | 1,115 | | | | 935 | |
| Insurance and other benefits | | $ | 297 | | | | 615 | | | $ | 657 | | | | 792 | |
| Shared services and other | | $ | 3,431 | | | | 2,317 | | | $ | 7,113 | | | | 4,537 | |
Corporate costs, information technology, and insurance and other benefits are recorded in general and administrative expenses and shared services and other is recorded primarily in research and development and general and administrative expenses.
The Business engages in various transactions to sell software and purchase goods in the ordinary course of business with affiliates of Emerson as follows:
| | | Three Months Ended March 31, | | | Six Months Ended March 31, | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Revenue from Emerson affiliates | | $ | - | | | | - | | | $ | 36 | | | | - | |
| Purchases from Emerson affiliates | | $ | - | | | | - | | | $ | 1 | | | | | |
Related-party balances reported in the unaudited consolidated and combined balance sheets as of March 31, 2022 and September 30, 2021 include the following:
| | | Mar 31, 2022 | | | Sept 30, 2021 | |
| Accounts receivable | | $ | 199 | | | | 285 | |
| Accounts payable | | $ | 1,756 | | | | 3,019 | |
(9) COMMITMENTS AND CONTINGENCIES
The Business accrues estimated liabilities for loss contingencies arising from claims, assessments, litigation and other sources when it is probable that a liability has been incurred and the amount of the claim, assessment or damages can be reasonably estimated. The Business believes it has sufficient accruals to cover any obligations resulting from claims, assessments or litigation that have met these criteria.
As of March 31, 2022, there were no known contingent liabilities (including guarantees, taxes and other claims) that management believes will be material in relation to the Business’s unaudited consolidated and combined financial statements, nor were there any material commitments outside the normal course of business.
(10) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Activity in accumulated other comprehensive income (loss) for the three and six months ended March 31, 2022 and 2021 is as follows:
| | | Three Months Ended March 31, | | | Six Months Ended March 31, | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Foreign currency translation, beginning | | $ | (6,418 | ) | | | (6,261 | ) | | $ | (6,308 | ) | | | (6,430 | ) |
| Other comprehensive income (loss) | | | (984 | ) | | | (254 | ) | | | (1,094 | ) | | | (85 | ) |
| Foreign currency translation, ending | | | (7,402 | ) | | | (6,515 | ) | | | (7,402 | ) | | | (6,515 | ) |
| Pension, beginning | | | 623 | | | | (98 | ) | | | 624 | | | | (99 | ) |
| Amortization of deferred losses (gains) into earnings, net of income taxes of $-,$(1),$- and $(1), respectively | | | (2 | ) | | | 1 | | | | (3 | ) | | | 2 | |
| Pension, ending | | | 621 | | | | (97 | ) | | | 621 | | | | (97 | ) |
| Accumulated other comprehensive income (loss) | | $ | (6,781 | ) | | | (6,612 | ) | | $ | (6,781 | ) | | | (6,612 | ) |
(11) BUSINESS SEGMENT INFORMATION
The Business reports two segments: OSI Inc. and GSS. A description of the product and service offerings by each segment follows.
OSI Inc. offers OT solutions that enable utilities to control generation, transmission, and distribution of power and ultimately ensure supply equals demand in the power grid. OSI Inc.’s systems also play a key role in the energy transition to a more carbon neutral footprint. Utilities use OSI Inc.’s control platform to transform and digitize operations to more seamlessly incorporate renewable energy resources and improve energy efficiency and reliability. OSI Inc.’s advanced distribution management systems provide system resiliency, efficiency and safety by modeling the distribution network via a digital twin as well as monitoring and controlling the operational network. The platform also provides integrated workflows for switching operations, outage management and field service activities. OSI Inc.’s energy management systems provide efficient and holistic modeling, monitoring and controlling of complex transmission networks and generation fleets to manage grid stability and ensure security and regulatory compliance.
GSS is a leading developer of software solutions to the global energy and alternative energy, carbon capture and storage, and minerals and mining industries. GSS provides geological simulation software that characterizes subsurface geological formations from seismic interpretation to dynamic simulation, connecting reservoirs to operational activities to optimize production and utilization.
The primary income measure used for assessing segment performance and making operating decisions is earnings (loss) from operations. Summarized below is information about the Business’s operations by business segment, geography and product and service offerings:
Business Segments
| | | Three Months Ended March 31, | | | Six Months Ended March 31, | |
| | | Revenue | | | Earnings (loss) from Operations | | | Revenue | �� | | Earnings (loss) from Operations | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| OSI Inc. | | $ | 46,693 | | | | 43,705 | | | $ | (8,535 | ) | | | (12,961 | ) | | $ | 102,396 | | | | 79,849 | | | $ | (5,461 | ) | | | (31,515 | ) |
| GSS | | | 37,908 | | | | 36,836 | | | | 5,792 | | | | 5,102 | | | | 63,980 | | | | 66,427 | | | | 2,464 | | | | (6,240 | ) |
| Total | | $ | 84,601 | | | | 80,541 | | | $ | (2,743 | ) | | | (7,859 | ) | | $ | 166,376 | | | | 146,276 | | | $ | (2,997 | ) | | | (37,755 | ) |
| | | Total Assets | |
| | | Mar 31, 2022 | | | Sept 30, 2021 | |
| OSI Inc. | | $ | 1,781,466 | | | | 1,805,001 | |
| GSS | | | 288,602 | | | | 311,755 | |
| Total | | $ | 2,070,068 | | | | 2,116,756 | |
Revenue by Product and Service Offering
| | | Three Months Ended March 31, | |
| | | OSI Inc. | | | GSS | | | Total | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| License and solutions | | $ | 34,591 | | | | 35,552 | | | $ | 16,247 | | | | 18,645 | | | $ | 50,838 | | | | 54,197 | |
| Maintenance | | | 10,182 | | | | 6,887 | | | | 17,131 | | | | 14,124 | | | | 27,313 | | | | 21,011 | |
| Services and other | | | 1,920 | | | | 1,266 | | | | 4,530 | | | | 4,067 | | | | 6,450 | | | | 5,333 | |
| Total | | $ | 46,693 | | | | 43,705 | | | $ | 37,908 | | | | 36,836 | | | $ | 84,601 | | | | 80,541 | |
| | | Six Months Ended March 31, | |
| | | OSI Inc. | | | GSS | | | Total | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| License and solutions | | $ | 77,752 | | | | 63,138 | | | $ | 21,577 | | | | 27,847 | | | $ | 99,329 | | | | 90,985 | |
| Maintenance | | | 20,352 | | | | 14,320 | | | | 33,233 | | | | 29,804 | | | | 53,585 | | | | 44,124 | |
| Services and other | | | 4,292 | | | | 2,391 | | | | 9,170 | | | | 8,776 | | | | 13,462 | | | | 11,167 | |
| Total | | $ | 102,396 | | | | 79,849 | | | $ | 63,980 | | | | 66,427 | | | $ | 166,376 | | | | 146,276 | |
Depreciation, Amortization and Capital Expenditures
| | | Three Months Ended March 31, | |
| | | Depreciation and Amortization | | | Capital Expenditures | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| OSI Inc. | | $ | 17,171 | | | | 23,894 | | | $ | 208 | | | | 597 | |
| GSS | | | 6,080 | | | | 6,665 | | | | 287 | | | | 264 | |
| Total | | $ | 23,251 | | | | 30,559 | | | $ | 495 | | | | 861 | |
| | | Six Months Ended March 31, | |
| | | Depreciation and
Amortization | | | Capital Expenditures | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| OSI Inc. | | $ | 34,270 | | | | 51,237 | | | $ | 797 | | | | 1,201 | |
| GSS | | | 12,645 | | | | 13,398 | | | | 484 | | | | 591 | |
| Total | | $ | 46,915 | | | | 64,635 | | | $ | 1,281 | | | | 1,792 | |
Geographic Information
Revenue by Destination
| | | Three Months Ended March 31, | |
| | | OSI Inc | | | GSS | | | Total | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Americas | | $ | 37,016 | | | | 36,677 | | | $ | 11,949 | | | | 9,936 | | | $ | 48,965 | | | | 46,613 | |
Asia, Middle East and Africa | | | 4,694 | | | | 5,183 | | | | 13,819 | | | | 12,739 | | | | 18,513 | | | | 17,922 | |
| Europe | | | 4,983 | | | | 1,845 | | | | 12,140 | | | | 14,161 | | | | 17,123 | | | | 16,006 | |
| Total | | $ | 46,693 | | | | 43,705 | | | $ | 37,908 | | | | 36,836 | | | $ | 84,601 | | | | 80,541 | |
| | | Six Months Ended March 31, | |
| | | OSI Inc | | | GSS | | | Total | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Americas | | $ | 82,958 | | | | 71,760 | | | $ | 19,321 | | | | 17,649 | | | $ | 102,279 | | | | 89,409 | |
Asia, Middle East and Africa | | | 10,951 | | | | 6,129 | | | | 24,265 | | | | 24,543 | | | | 35,216 | | | | 30,672 | |
| Europe | | | 8,487 | | | | 1,960 | | | | 20,394 | | | | 24,235 | | | | 28,881 | | | | 26,195 | |
| Total | | $ | 102,396 | | | | 79,849 | | | $ | 63,980 | | | | 66,427 | | | $ | 166,376 | | | | 146,276 | |
Americas included revenue in the U.S. of $34,274, and $27,120 for the three months ended March 31, 2022 and 2021, respectively, and $64,322 and $62,516 for the six months ended March 31, 2022 and 2021, respectively.
(12) OTHER FINANCIAL DATA
The components of depreciation and amortization expense reported for the three and six months ended March 31, 2022 and 2021 include the following:
| | | Three Months Ended
March 31, | | | Six Months Ended March 31, | |
| | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Depreciation expense (a) | | $ | 898 | | | | 1,209 | | | $ | 2,001 | | | | 2,611 | |
| Amortization of technology (b) | | | 13,193 | | | | 13,193 | | | | 26,385 | | | | 26,385 | |
| Amortization of customer, backlog, tradename and other (c) | | | 9,094 | | | | 16,049 | | | | 18,189 | | | | 35,493 | |
| Amortization of capitalized software (d) | | | 66 | | | | 108 | | | | 340 | | | | 146 | |
| Total | | $ | 23,251 | | | | 30,559 | | | $ | 46,915 | | | | 64,635 | |
(a) Depreciation expense included $509 and $709 reported in cost of revenue for the three months ended March 31, 2022 and 2021, respectively, and $1,167 and $1,527 for the six months ended March 31, 2022 and 2021, respectively, with the remainder for all periods reported in operating expenses.
(b) Amortization of technology is reported in cost of revenue- license and solutions.
(c) Amortization of customer, backlog, tradename and other intangibles is reported in selling and marketing expenses and included backlog amortization of $6,633 and $17,133 related to the OSI Inc. acquisition for the three and six months ended March 31, 2021, respectively.
(d) Amortization of capitalized software is primarily reported in cost of revenue.
Items reported in accrued expenses include the following:
| | | Mar 31, | | | Sept 30, | |
| | | 2022 | | | 2021 | |
| Accrued payroll and other employee compensation | | $ | 19,326 | | | | 24,898 | |
The components of property, equipment and leasehold improvements are as follows:
| | | Mar 31, 2022 | | | Sept 30, 2021 | |
| Leasehold improvements | | $ | 4,646 | | | | 4,793 | |
| Equipment | | | 25,602 | | | | 24,857 | |
| Construction in progress | | | 262 | | | | 99 | |
| Property, equipment and leasehold improvements, at cost | | | 30,510 | | | | 29,749 | |
| Less: Accumulated depreciation | | | 16,693 | | | | 15,005 | |
| Property, equipment and leasehold improvements, net | | $ | 13,817 | | | | 14,744 | |
(13) SUBSEQUENT EVENTS
The Business has evaluated subsequent events through May 27, 2022, which is the date the unaudited consolidated and combined financial statements were available to be issued.
