-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K1SAepMA2GUCxKPwk3xTw/aGcifo/F/j+jlk+fTUgQyFrpBo8JmQXfn2fIBWaarD E8D03V/XBdRBthHAMy+aAQ== 0000950137-04-009362.txt : 20041103 0000950137-04-009362.hdr.sgml : 20041103 20041103123330 ACCESSION NUMBER: 0000950137-04-009362 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041103 DATE AS OF CHANGE: 20041103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPSS INC CENTRAL INDEX KEY: 0000869570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 362815480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22194 FILM NUMBER: 041115472 BUSINESS ADDRESS: STREET 1: 233 S WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123292400 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 c89359e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 2, 2004 ----------------------- SPSS Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 000-22194 36-2815480 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 233 South Wacker Drive, Chicago, Illinois 60606 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (312) 651-3000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (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. below): [ ] 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)) ITEM 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 2, 2004, SPSS Inc. issued a press release announcing its results for its fiscal quarter ended September 30, 2004. The full text of the press release is attached as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference. The information in this Form 8-K and Exhibit 99.3 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by SPSS under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as set forth by specific reference in such filing. ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. -------- 99.3 SPSS Press Release, dated November 2, 2004 (furnished pursuant to Item 2.02) 2 SIGNATURES 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. SPSS INC. By:/s/ RAYMOND H. PANZA ---------------------------------------- Raymond H. Panza Executive Vice President, Dated: November 3, 2004 Corporate Operations, Chief Financial Officer, and Secretary 3 EX-99.3 2 c89359exv99w3.txt PRESS RELEASE EXHIBIT 99.3 [SPSS LOGO] FOR IMMEDIATE RELEASE: November 2, 2004 Contact: Raymond Panza Joe Pittman SPSS Inc. Ashton Partners Executive VP/CFO Investor Relations 312.651.3000 312.553.6747 E-mail: SPSS@ASHTONPARTNERS.COM SPSS INC. REPORTS THIRD-QUARTER 2004 RESULTS CHICAGO, Ill. (USA), Nov. 2, 2004 -- SPSS Inc. (NASDAQ: SPSS), a leading provider of predictive analytics technology and services, today announced results for its third quarter ended September 30, 2004. Revenues were $53.5 million for the 2004 third quarter with diluted earnings per share (EPS) of $0.05. These results included unusual pre-tax charges of approximately $2.2 million related to the company's recently completed accounting restatement and the write-off of a long-term receivable. SPSS reported revenues of $52.5 million and EPS of $0.15 for the third quarter ended September 30, 2003. In the first nine months of 2004, revenues and diluted earnings per share were $163.6 million and $0.11, as compared to $150.6 million and $0.18 in the same period last year, respectively. Results in 2004 include the above-mentioned and previously disclosed unusual pre-tax charges that collectively total approximately $5.0 million. License revenues in the first nine months of 2004 were $68.1 million as compared to $65.3 million in 2003. As of September 30, 2004, cash was $34.3 million and cash flow for the period from operating activities was $8.5 million. "Our third-quarter results were affected by lower than expected international license revenues and a decline in service revenues in the United States," said Jack Noonan, SPSS president and chief executive officer. "Internationally, we are concentrating on improving closure rates, especially in Japan and the United Kingdom. Growth in services revenues will take longer to develop as we continue to focus on more data mining and predictive applications consulting projects." Noonan continued, "Sales of our data mining and statistical tools were strong, growing in double-digits for the fourth straight quarter. New license sales overall in the United States continued to improve, particularly in the government and academic industry sectors. We also added three new predictive applications customers from the financial services industry during the quarter, bringing the total to eight so far this year. We are pleased with this progress and are focused on accelerating growth in this emerging area of our business." Organizations with which SPSS signed significant software license or service agreements in the quarter included: AMR Interactive; AOL Time Warner; ARI; Churchill Downs Inc.; CW Ryuthusenta; DBM Consultants Pty Ltd.; Directions Research Inc.; Goteborgs Universitet; Installation Supply and Services Division; Journey Ed/GP Distribution; Landmark Communications, Inc.; Millward Brown; Monitor Company; Nihon McDonald; Nikon Europe BV; Pfizer; Procter & Gamble; Research International; Softbank BB; Synovate; Tomorrow-Focus Portal GmbH; Topdanmark A/S; United Parcel Service Deutschland Inc. & Co. OHG; and University of Michigan. -more- Page 2 Noonan concluded, "We expect to finish 2004 with continued growth in data mining and statistics revenue, additional applications sales and improved closure rates internationally. However, we also anticipate continued lower near-term service revenues and expect little change in the purchasing environment for our type of software. Purchases will continue to be scrutinized and implementations done incrementally, which translates into longer sales cycles involving mostly low- to medium-sized transactions." The company expects revenues in the 2004 fourth quarter to be between $55.0 and $57.0 million and EPS of between $0.14 and $0.20, assuming an effective tax rate of 33%. CONFERENCE CALL The company will host a conference call at 9:00 a.m. CST on Nov. 3, 2004, to discuss its results. The live call will be broadcast online at www.spss.com/invest. Those interested in participating in the live call should dial 800.798.2864 in the United States and 617.614.6206 internationally. The live call passcode is 72265448. A replay will be available via phone for one week after the call. In order to access it, participants should dial 888.286.8010 in the United States or 617.801.6888 internationally. Access code 25835071 is required for the replay. An archived version of the call will also be made available online at www.spss.com/invest approximately two hours after the live call. ABOUT SPSS INC. SPSS Inc. (NASDAQ: SPSS) is a global provider of predictive analytics technology and services. The company's predictive analytics technology connects data to effective action by drawing reliable conclusions about current conditions and future events. More than 250,000 commercial, academic and public sector customers rely on SPSS technology to help increase revenue, reduce costs, improve processes and detect and prevent fraud. Founded in 1968, SPSS is headquartered in Chicago, Illinois. For additional information, please visit www.spss.com. SAFE HARBOR STATEMENT This press release contains forward-looking information made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements can be identified by phrases such as "anticipates," "believes," "estimates," "expects," "plans," "intends," "could," "designed," "should be" and other similar expressions which denote expectations of future events rather than statements of fact. These forward-looking statements involve factors that are subject to risks and uncertainties. These risks and uncertainties, which may not be currently ascertainable and many of which are beyond the Company's control, may cause the Company's actual results, performance or achievements to be materially different than the results, performance or achievements expressed in or implied by the forward-looking statements. By way of example, and not limitation, known risks and uncertainties include changes in economic conditions (especially in the international markets to which a significant portion of the Company's revenues are attributed), the Company's ability to achieve its earnings goals, rapid technology changes, delays in software development and related product release schedules, changes in product demand and acceptance, the availability of competitive products and services at prices below the Company's prices and international currency exchange rates. These, and other risks and uncertainties, are described more fully in the Company's filings with the Securities and Exchange Commission ("SEC"). Copies of these filings are available either on the SEC's website at www.sec.gov or from the Company's investor relations department. In light of these risks and uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that any future results, performance or achievements will be attained. These forward-looking statements speak only as of the date on which they are made. The Company assumes no obligation to update the forward-looking statements contained in this press release. -more- Page 3 SPSS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, % OF TOTAL REVENUE -------------------------------- ------------------ 2004 2003 % CHG. 2004 2003 ------------- --------------- ------ ----------- ---------- Net revenues: License $ 22,335 $ 22,792 -2% 42% 43% Maintenance 24,518 21,416 14% 46% 41% Service 6,645 8,338 -20% 12% 16% ------------- --------------- ----------- ---------- Total net revenues 53,498 52,546 2% 100% 100% Operating expenses: Cost of license and maintenance revenues 3,523 3,179 11% 7% 6% Sales, marketing and services 29,965 30,662 -2% 56% 58% Research and development 11,477 10,537 9% 21% 20% General and administrative 7,311 4,876 50% 14% 10% ------------- --------------- ----------- ---------- Operating expenses 52,276 49,254 6% 98% 94% ------------- --------------- ----------- ---------- Operating income 1,222 3,292 -63% 2% 6% Other income (expense): Net interest expense (67) (166) -60% - - Other 47 1,031 -95% - 2% ------------- --------------- ----------- ---------- Other income (expense) (20) 865 -102% - 2% ------------- --------------- ----------- ---------- Income before income taxes 1,202 4,157 -71% 2% 8% Income tax expense 369 1,465 -75% - 3% ------------- --------------- ----------- ---------- Net income $ 833 $ 2,692 -69% 2% 5% ============= =============== =========== ========== Basic net income per share $ 0.05 $ 0.16 -70% Diluted net income per share $ 0.05 $ 0.15 -69% Share data: Shares used in computing basic net income per share 17,587 17,331 1% Shares used in computing diluted net income per share 17,677 18,058 -2%
-more- Page 4 SPSS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, --------------------------------------------- % OF TOTAL REVENUE ------------------ 2004 2003 % CHG. 2004 2003 -------------- --------------- ------ ------------ ------------- Net revenues: License $ 68,113 $ 65,297 4% 42% 43% Maintenance 72,605 60,202 21% 44% 40% Service 22,894 25,104 -9% 14% 17% -------------- --------------- ------------ ------------- Total net revenues 163,612 150,603 9% 100% 100% Operating expenses: Cost of license and maintenance revenues 10,699 9,266 15% 7% 6% Sales, marketing and services 97,010 91,855 6% 59% 61% Research and development 35,154 32,463 8% 21% 22% General and administrative 17,873 13,643 31% 11% 9% -------------- --------------- ------------ ------------- Operating expenses 160,736 147,227 9% 98% 98% -------------- --------------- ------------ ------------- Operating income 2,876 3,376 -15% 2% 2% Other income (expense): Net interest expense (171) (111) 54% - - Other 234 1,378 -83% - 1% -------------- --------------- ------------ ------------- Other income 63 1,267 -95% - 1% -------------- --------------- ------------ ------------- Income before income taxes 2,939 4,643 -37% 2% 3% Income tax expense 970 1,496 -35% 1% 1% -------------- --------------- ------------ ------------- Net income $ 1,969 $ 3,147 -37% 1% 2% ============== =============== ============ ============= Basic net income per share $ 0.11 $ 0.18 -39% Diluted net income per share $ 0.11 $ 0.18 -39% Share data: Shares used in computing basic net income per share 17,687 17,276 2% Shares used in computing diluted net income per share 17,966 17,797 1%
-more- Page 5 SPSS INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS)
SEPTEMBER 30, DECEMBER 31, 2004 2003 ------------------- ------------------- ASSETS (UNAUDITED) Current assets Cash and cash equivalents $ 34,312 $ 36,101 Accounts receivable, net 36,375 49,317 Inventories, net 605 1,444 Deferred income taxes 12,063 14,023 Prepaid income taxes 8,126 3,996 Prepaid expenses and other current assets 5,464 7,931 ------------------- ------------------- Total current assets 96,945 112,812 Net property, equipment and leasehold improvements 23,337 27,771 Restricted cash 200 190 Capitalized software development costs, net 28,257 26,826 Goodwill 42,025 42,253 Intangibles, net of accumulated amortization 3,184 3,380 Noncurrent deferred income taxes, net 22,242 13,142 Other noncurrent assets 1,663 2,633 ------------------- ------------------- Total assets $ 217,853 $ 229,007 =================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable $ 2,500 $ 2,500 Accounts payable 6,443 7,169 Sales and value added taxes payable 1,811 2,863 Deferred revenues 55,466 59,379 Other accrued liabilities 22,407 24,600 ------------------- ------------------- Total current liabilities 88,627 96,511 Noncurrent notes payable 4,005 5,951 Noncurrent deferred income taxes 632 632 Other noncurrent liabilities 394 853 Common stock subject to repurchase - 5,421 Stockholders' equity Common Stock 176 173 Additional paid-in capital 150,706 148,202 Deferred compensation (205) (385) Accumulated other comprehensive loss (6,676) (6,576) Accumulated deficit (19,806) (21,775) ------------------- ------------------- Total stockholders' equity 124,195 119,639 ------------------- ------------------- Total liabilities and stockholders' equity $ 217,853 $ 229,007 =================== ===================
Page 6 SPSS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, --------------------------------------------------- 2004 2003 ------------------------ ------------------------ (AS RESTATED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,969 $ 3,147 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 11,966 11,227 Deferred income taxes (7,132) 45 Noncash services expenses (recoveries) (1,125) 1,688 Gain from property disposal (622) - Changes in assets and liabilities: Accounts receivable 12,773 7,981 Inventories 841 233 Prepaid expenses (537) 2,531 Restricted cash (10) 1,394 Accounts payable (700) (3,265) Accrued expenses (982) (8,975) Accrued income taxes (5,228) (2,626) Deferred revenues (3,750) (1,788) Other, net 1,041 1,744 ------------------------ ------------------------ Net cash provided by operating activities 8,504 13,336 ------------------------ ------------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (3,779) (1,934) Capitalized software development costs (7,023) (6,769) Repurchase of common stock issued for acquisition (5,421) - Proceeds from the divestiture of Sigma-series product line 3,000 - Proceeds from property disposal 2,476 - ------------------------ ------------------------ Net cash used in investing activities (10,747) (8,703) ------------------------ ------------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments) under line-of-credit agreements (1,946) 458 Proceeds from issuance of common stock 2,507 1,502 ------------------------ ------------------------ Net cash provided by financing activities 561 1,960 ------------------------ ------------------------ Effect of exchange rate on cash (107) 727 ------------------------ ------------------------ Net change in cash and cash equivalents (1,789) 7,320 Cash and cash equivalents at beginning of period 36,101 14,490 ------------------------ ------------------------ Cash and cash equivalents at end of period $ 34,312 $ 21,810 ======================== ======================== Supplemental disclosures of cash flow information: Interest paid $ 560 $ 637 Income taxes paid 14,712 6,311 Cash received for income tax refunds 2,480 2,514
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