UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
Amendment No. 1
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 13, 2022
 
ASPEN TECHNOLOGY, INC.
(formerly Emersub CX, Inc.)
 (Exact name of registrant as specified in its charter)

Delaware
 
333-262106
 
87-3100817
(State or other Jurisdiction of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)

20 Crosby Drive
Bedford, Massachusetts 01730
(Address of principal executive offices, including Zip Code)
(781) 221-6400
(Registrant’s telephone number, including area code)
Emersub CX, Inc.
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
AZPN
NASDAQ Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


Explanatory Note.

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K that Aspen Technology, Inc. (formerly Emersub CX, Inc.) (“New AspenTech”) filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2022 (the “Original Current Report”), concerning the consummation of the transactions contemplated by the Transaction Agreement and Plan of Merger (the “Transactions”), 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”), among AspenTech Corporation (formerly Aspen Technology, Inc.), Emerson Electric Co. (“Emerson”), EMR Worldwide Inc., New AspenTech, and Emersub CXI, Inc. For a more detailed description of the Transaction Agreement and the Transactions, please reference the Original Current Report.

In the Original Current Report, under Item 9.01, New AspenTech stated its intention to file: 1) certain historical financial statements of the two Emerson industrial software businesses—Open Systems International, Inc. and the Geological Simulation Software business—contributed to New AspenTech pursuant to the Transaction Agreement (collectively, the “Emerson Industrial Software Business”); and 2) certain pro forma financial information for New AspenTech.

Amendment No. 1 amends the Original Current Report to provide the aforementioned information required by Item 9.01. Except as stated herein, no other information contained in the Original Current Report has been amended.
 
Item 9.01
Financial Statements and Exhibits.
 
(a) Financial Statements of Business Acquired.
 
The unaudited consolidated and combined financial statements of the Emerson Industrial Software Business as of March 31, 2022 and for the three and six month periods ended March 31, 2022 and 2021, and related notes thereto, are attached as Exhibit 99.1 and incorporated by reference into this Item 9.01(a).
 
(b) Pro Forma Financial Information.
 
The unaudited New AspenTech pro forma condensed combined balance sheet as of March 31, 2022, unaudited pro forma condensed combined statements of earnings for the six months ended March 31, 2022 and year ended September 30, 2021, and related notes thereto, are attached as Exhibit 99.2 and incorporated by reference into this Item 9.01(b).

(d) Exhibits.

Exhibit Number
 
Description of Exhibit
     
 
Unaudited consolidated and combined financial statements of the Emerson Industrial Software Business (a former business of Emerson) as of March 31, 2022 and for the three and six month periods ended March 31, 2022 and 2021
     
 
Unaudited pro forma condensed combined financial statements of New AspenTech as of and for the six month period ended March 31, 2022 and for the year ended September 30, 2021
     
104
  Cover Page Interactive Data File (formatted as Inline XBRL)


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 


ASPEN TECHNOLOGY, INC.
 
 

Date:
May 27, 2022
By:
/s/ Chantelle Y. Breithaupt
   
Name:
Chantelle Y. Breithaupt
 
 
Title:
Senior Vice President, Chief Financial Officer and Treasurer




 Exhibit 99.1
 
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
 
   
Unaudited Consolidated and Combined Statements of Earnings (Loss) for the three and six months ended March 31, 2022 and 2021
3
   
Unaudited Consolidated and Combined Statements of Comprehensive Income (Loss) for the three and six months ended March 31, 2022 and 2021
4
   
Unaudited  Consolidated and Combined Balance Sheets as of March 31, 2022 and September 30, 2021
5
   
Unaudited Consolidated and Combined Statements of Equity for the three and six months ended March 31, 2022 and 2021
6
   
Unaudited Consolidated and Combined Statements of Cash Flows for the six months ended March 31, 2022 and 2021
7
   
Notes to Unaudited Consolidated and Combined Financial Statements
8

2

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.
 
3

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.
 
4

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.
 
5

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.
 
6

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.
 
7

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.”
 
8

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.

9

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.
 
10

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.
 
   
Three Months Ended
Mar 31, 2021
   
Six Months Ended
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
 

11

(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.
 
(6) INCOME TAXES
 
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.
 
12

(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
 

13

(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.
 
14

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
 

15

   
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
 

16

(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.


17


Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Overview

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 two of Emerson Electric Co.’s (“Emerson”) industrial software businesses—Open Systems International, Inc. and the Geological Simulation Software business (collectively, the “Emerson Industrial Software 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 Emerson Industrial Software 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.”

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting with the Emerson Industrial Software Business considered the accounting acquirer of AspenTech.


PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)
ASPEN TECHNOLOGY, INC.

As of March 31, 2022
(Dollars in thousands)

   
Historical
   
Pro Forma
 
   
Emerson
Industrial
Software
Business
   
AspenTech
   
Transaction
Accounting
Adjustments
 
 
Pro Forma
 
ASSETS
 
(a)
   
(b)
       
     
Current assets
                 
     
Cash and equivalents
 
$
20,362
     
285,217
     
168,133
 
(c)
   
473,712
 
Accounts receivable, net
   
59,665
     
49,182
         
   
108,847
 
Current contract assets, net
   
71,487
     
345,633
         
   
417,120
 
Prepaid expenses and other current assets
   
8,329
     
11,848
         
   
20,177
 
Income tax receivable
   
3,139
     
3,154
         
   
6,293
 
Total current assets
   
162,982
     
695,034
     
168,133
 
   
1,026,149
 
                         
       
Property, equipment and leasehold improvements, net
   
13,817
     
4,650
         
   
18,467
 
Goodwill
   
1,044,383
     
157,855
     
7,050,845
 
(d)
   
8,253,083
 
Intangible assets, net
   
792,755
     
38,740
     
4,321,260
 
(e)
   
5,152,755
 
Non-current contract assets, net
   
     
416,604
         
   
416,604
 
Contract costs
   
     
30,274
     
(30,274
)
(f)
   
 
Operating lease right-of-use assets
   
44,135
     
31,609
     
(3,700
)
(g)
   
72,044
 
Deferred tax assets
   
7,002
     
2,157
         
   
9,159
 
Other noncurrent assets
   
4,994
     
4,094
         
   
9,088
 
Total Assets
 
$
2,070,068
     
1,381,017
     
11,506,264
 
   
14,957,349
 
LIABILITIES AND EQUITY
                       
       
Current liabilities
                       
       
Accounts payable
 
$
7,069
     
7,176
         
   
14,245
 
Accrued expenses and other current liabilities
   
40,510
     
46,161
     
61,400
 
(h)
   
148,071
 
Current operating lease liabilities
   
5,862
     
7,119
     
(300
)
(g)
   
12,681
 
Income taxes payable
   
4,869
     
33,649
     
(5,259
)
(i)
   
33,259
 
Current borrowings
   
     
26,000
               
26,000
 
Current contract liabilities
   
80,272
     
50,569
               
130,841
 
Total current liabilities
   
138,582
     
170,674
     
55,841
       
365,097
 
                                   
Non-current contract liabilities
   
5,771
     
12,114
               
17,885
 
Deferred tax liabilities
   
142,221
     
139,921
     
952,199
 
(i)
   
1,234,341
 
Non-current operating lease liabilities
   
38,984
     
27,761
     
(3,400
)
(g)
   
63,345
 
Non-current borrowings, net
   
     
253,412
               
253,412
 
Other non-current liabilities
   
9,768
     
2,280
               
12,048
 


   
Historical
   
Pro Forma
 
   
Emerson
Industrial
Software
Business
   
AspenTech
   
Transaction
Accounting
Adjustments
     
Pro Forma
 
Equity
                         
Net parent investment
   
1,741,523
     
     
(1,741,523
)
(j)
   
 
Common stock
   
     
10,485
     
(10,485
)
(j)
   
 
Additional paid-in capital
   
     
850,948
     
12,190,054
 
(h),(i),(j)
   
13,041,002
 
Retained earnings (accumulated deficit)
   
     
1,954,519
     
(1,977,519
)
(j)
   
(23,000
)
Accumulated other comprehensive income (loss)
   
(6,781
)
   
5,091
     
(5,091
)
(j)
   
(6,781
)
Treasury stock, at cost
   
     
(2,046,188
)
   
2,046,188
 
(j)
   
 
Total equity
 
$
1,734,742
     
774,855
     
10,501,624
       
13,011,221
 
Total liabilities and equity
 
$
2,070,068
     
1,381,017
     
11,506,264
       
14,957,349
 

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.


PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS (UNAUDITED)
ASPEN TECHNOLOGY, INC.

For the Six Months Ended March 31, 2022
(Dollars in thousands, except per share amounts)

   
Historical
   
Pro Forma
   
   
Emerson
Industrial
Software
Business
   
AspenTech
   
Transaction
Accounting
Adjustments
     
Pro Forma
   
   
(k)
   
(l)
                    
Revenue:
                                
License and solutions
 
$
99,329
     
246,143
             
345,472
   
Maintenance
   
53,585
     
98,402
             
151,987
   
Services and other
   
13,462
     
14,564
             
28,026
   
Total revenue
   
166,376
     
359,109
             
525,485
   
Cost of revenue:
                                      
License and solutions
   
68,767
     
2,829
     
63,800
 
(m)
   
135,396