-----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, WL7FEG/fwsGiQLD0aMNF9truunE7r2Qt7FV+8vTMkKjFEUs7xujW0qCtnM/ukZdM p/TYvCtTxO2piyooij20bQ== 0000950137-05-013201.txt : 20051102 0000950137-05-013201.hdr.sgml : 20051102 20051102110421 ACCESSION NUMBER: 0000950137-05-013201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051101 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051102 DATE AS OF CHANGE: 20051102 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: 051171996 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 c99642e8vk.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 1, 2005 ---------------------------- 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 1, 2005, SPSS Inc. issued a press release announcing its results for its fiscal quarter ended September 30, 2005. 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. (d) Exhibits. 99.3 SPSS Press Release, dated November 1, 2005 (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, Corporate Operations, Dated: November 2, 2005 Chief Financial Officer and Secretary 3 EX-99.3 2 c99642exv99w3.txt PRESS RELEASE EXHIBIT 99.3 [SPSS LOGO] FOR IMMEDIATE RELEASE Contact: Marc Brailov, SPSS 312-651-3459 mbrailov@spss.com SPSS REPORTS RECORD REVENUES IN 2005 THIRD QUARTER NEW LICENSE REVENUES UP 22 PERCENT WITH INCREASED PROFITABILITY; INCREASES GUIDANCE FOR ANNUAL REVENUE AND EARNINGS CHICAGO, Ill. (USA), November 1, 2005 -- SPSS Inc. (NASDAQ: SPSS), a worldwide provider of predictive analytics software, today announced results for the quarter ended September 30, 2005. The company reported its fourth consecutive quarter of record revenues, with third quarter 2005 net revenues of $58.3 million, compared to $53.5 million in the third quarter of 2004, and earnings per diluted share (EPS) of $0.22, compared with $0.05 in the same period last year. Net earnings for the third quarter 2005 included a $1.0 million, or $0.05 per diluted share, non-cash income tax charge largely representing a reassessment of the global deferred income tax accounts. New license revenues increased 22 percent to $27.4 million from the third quarter of 2004. This increase was driven by double-digit growth in both the company's tools and applications offerings. Operating income in the 2005 third quarter was $8.2 million, or 14 percent of total revenues, compared to $1.2 million, or 2 percent of total revenues, in the same quarter last year. For the nine months ended September 30, 2005, net revenues totaled $173.8 million, with EPS of $0.55, compared with $163.6 million and $0.11, respectively, for the same period last year. New license revenues increased 14 percent to $77.8 million for the first nine months of 2005. Operating income totaled $19.4 million for the first nine months of 2005, or 11 percent of total revenues, up from $2.9 million, or 2 percent of total revenues, for the same period in 2004. Operating expenses declined by 4 percent from the prior year, reflecting the company's improved productivity gained through cost management and more efficient revenue generation. Cash totaled $59.1 million, as of September 30, 2005, up from $37.1 million as of December 31, 2004. Net cash flow from operating activities was $34.1 million for the nine months ended September 30, 2005, compared with $8.5 million for the same period last year. "With four solid quarters in a row, we're feeling pretty confident about the business," said SPSS President and CEO Jack Noonan. "Our sales and marketing execution continues to improve while we steadily build upon our established technological leadership. The company is very well positioned to take advantage of the heightened demand from leading organizations worldwide for predictive analytics." SIGNIFICANT TRANSACTIONS SPSS signed software license or service agreements with several organizations during the 2005 third quarter, including: AbsolutData Technologies, Inc.; Achmea; AZ Direct GmbH; Career Education Corporation; Centers for Disease Control and Prevention, Support Center for Infectious Disease; Covenant Healthcare; E & J Gallo Winery; Federal Bureau of Investigation; Giorgio Armani SpA.; Harley-Davidson Motor Company; Humana, Inc.; Interpolis; LexisNexis; MBS Direct LLC.; Mizuno USA, Inc.; NIFTY; Northeastern University; O2 (Germany) GmbH & Co. OHG; Oregon Lottery; OTX; Parnassia; Saga Holidays Ltd.; Tesco; TotalWorks, Inc.; United States Department of Justice, Bureau of Alcohol, Tobacco, Firearms and Explosives; and United States Naval Special Warfare Command. SPSS 14.0 RELEASED TO EXTEND PREDICTIVE ANALYTICS POWER ENTERPRISE-WIDE A highlight in the third quarter of 2005 was the successful launch of a significantly enhanced version of the company's flagship statistical software package, SPSS 14.0, which further extends the reach and power of predictive analytics. Organizations worldwide now understand that harnessing these technologies involves a shift from isolated desktop environments to enterprise-level, open and integrated systems. SPSS 14.0 facilitates and accelerates this process with greater openness through new integration with external programming languages, enhanced visualization techniques for communicating analytical results to executives, increased capabilities for scoring and deployment of predictions, and advanced algorithms for rapidly and effectively analyzing very large data sets. OUTLOOK AND GUIDANCE "Our third-quarter results further validate the soundness of our operating strategies and commitment of this management team to deliver on its stated objectives," said SPSS Executive Vice President and Chief Financial Officer Raymond Panza. "With disciplined management and process improvements, we are building a solid financial foundation for future success. While we continue to take costs out of the business, the critical driver going forward will be revenue growth in a challenging, but exciting environment." Panza continued, "In the fourth quarter of 2005, we expect revenues of between $61 million and $64 million, with reported earnings per diluted share of between $0.22 and $0.28. For the full year 2005, we are increasing our revenue guidance from a range of $230 million to $235 million to a range of between $235 million and $238 million, and raising our EPS guidance from $0.70 to $0.75 to a range of between $0.77 and $0.83. This guidance takes into consideration an expected 2005 effective income tax rate of 41 percent, which includes a base 35 percent effective tax rate." CONFERENCE CALL The company will host a conference call at 9:00 a.m. CT on November 2, 2005, to discuss its financial results. The live call will be broadcast online at www.spss.com/invest. Those interested in participating in the live call should dial 800-299-7098 in the United States and 617-801-9715 internationally. The live call passcode is 55251673. A replay will be available via phone for one week after the call. To access it, participants should dial 888-286-8010 in the United States or 617-801-6888 internationally. Access code 36343591 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 leading worldwide provider of predictive analytics software and solutions. The company's predictive analytics technology connects data to effective strategic action by drawing reliable conclusions about current conditions and critical future events. More than 250,000 commercial, academic, and public sector customers rely on SPSS technology to help increase revenue, reduce costs, improve important processes, and detect and prevent fraud. More than 95 percent of the Fortune 1000 companies are SPSS customers. 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. These risks and uncertainties are described 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. SPSS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE) (UNAUDITED)
Three Months Ended September 30, --------------------------------- % of Total Revenue Yr/Yr ------------------ 2005 2004 % Chg. 2005 2004 ---- ---- ------ ---- ---- Net revenues: License $ 27,359 $ 22,335 22% 47% 42% Maintenance 25,028 24,518 2% 43% 46% Service 5,905 6,645 -11% 10% 12% -------- -------- --------- --------- Net revenues 58,292 53,498 9% 100% 100% Operating expenses: Cost of license and maintenance revenues 3,984 3,523 13% 7% 7% Sales, marketing and services 28,322 29,965 -5% 49% 56% Research and development 11,213 11,477 -2% 19% 21% General and administrative 6,606 7,311 -10% 11% 14% -------- -------- --------- --------- Operating expenses 50,125 52,276 -4% 86% 98% -------- -------- --------- --------- Operating income 8,167 1,222 568% 14% 2% Other income (expense): Net interest expense 68 (67) NM - - Other (257) 47 NM - - -------- -------- --------- --------- Other income (expense) (189) (20) 845% - - -------- -------- --------- --------- Income (loss) before income taxes 7,978 1,202 564% 14% 2% Income tax expense 3,926 369 964% 7% - -------- -------- --------- --------- Net income $ 4,052 $ 833 386% 7% 2% ======== ======== ========= ========= Basic net income per common share $ 0.23 $ 0.05 360% Diluted net income per common share $ 0.22 $ 0.05 340% Share data: Shares used in basic per share computation 17,901 17,587 2% Shares used in diluted per share computation 18,647 17,677 5%
SPSS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE) (UNAUDITED)
Nine Months Ended September 30, --------------------------------- % of Total Revenue Yr/Yr ------------------ 2005 2004 % Chg. 2005 2004 ---- ---- ------ ---- ---- Net revenues: License $ 77,769 $ 68,113 14% 45% 42% Maintenance 76,788 72,605 6% 44% 44% Service 19,272 22,894 -16% 11% 14% -------- -------- --------- --------- Net revenues 173,829 163,612 6% 100% 100% Operating expenses: Cost of license and maintenance revenues 11,751 10,699 10% 7% 7% Sales, marketing and services 87,847 97,010 -9% 51% 59% Research and development 33,611 35,154 -4% 19% 21% General and administrative 21,183 17,873 19% 12% 11% -------- -------- --------- --------- Operating expenses 154,392 160,736 -4% 89% 98% -------- -------- --------- --------- Operating income 19,437 2,876 576% 11% 2% Other income (expense): Net interest income (expense) 21 (171) -112% - - Other (2,167) 234 NM -1% - -------- -------- --------- --------- Other income (expense) (2,146) 63 NM -1% - -------- -------- --------- --------- Income before income taxes 17,291 2,939 488% 10% 2% Income tax expense 7,089 970 631% 4% 1% -------- -------- --------- --------- Net income $ 10,202 $ 1,969 418% 6% 1% ======== ======== ========= ========= Basic net income per common share $ 0.56 $ 0.11 409% Diluted net income per common share $ 0.55 $ 0.11 400% Share data: Shares used in basic per share computation 18,111 17,687 2% Shares used in diluted per share computation 18,546 17,966 3%
SPSS INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS)
SEPTEMBER 30, DECEMBER 31, 2005 2004 ------------ ----------- (UNAUDITED) ASSETS Current assets Cash and cash equivalents $ 59,077 $ 37,107 Accounts receivable, net 37,892 50,007 Inventories, net 858 789 Deferred income taxes 14,614 15,503 Prepaid income taxes 5,860 7,064 Other current assets 4,308 5,248 --------- --------- Total current assets 122,609 115,718 Net Property, equipment and leasehold improvements 20,834 21,480 Capitalized software development costs, net 29,998 28,178 Goodwill 42,133 42,197 Intangibles, net of accumulated amortization 3,060 3,278 Noncurrent deferred income taxes 20,440 22,860 Other noncurrent assets 1,473 1,614 --------- --------- Total assets $ 240,547 $ 235,325 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable $ 2,500 $ 2,500 Accounts payable 5,688 6,127 Income and value added taxes payable 4,657 7,340 Deferred revenues 59,966 62,148 Other accrued liabilities 21,854 23,757 --------- --------- Total current liabilities 94,665 101,872 Noncurrent deferred income taxes 632 632 Noncurrent notes payable 1,499 3,381 Other noncurrent liabilities 501 981 Stockholders' equity Common Stock 181 177 Additional paid-in capital 158,540 152,477 Deferred compensation (1,079) (145) Accumulated other comprehensive loss (8,362) (7,818) Accumulated deficit (6,030) (16,232) --------- --------- Total stockholders' equity 143,250 128,459 --------- --------- Total liabilities and stockholders' equity $ 240,547 $ 235,325 ========= =========
SPSS INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (IN THOUSANDS) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, ------------------------- 2005 2004 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 10,202 $ 1,969 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 10,881 11,966 Deferred income taxes 3,073 (7,132) Noncash services recoveries - (1,125) Gain from property disposal (622) Changes in assets and liabilities: Accounts receivable 9,488 12,773 Inventories (96) 841 Prepaid and other assets 812 (537) Accounts payable (234) (700) Accrued expenses (952) (982) Income taxes (1,252) (5,228) Deferred revenue 529 (3,750) Other, net 1,647 1,031 -------- -------- Net cash provided by operating activities 34,098 8,504 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures, net (4,229) (3,779) Capitalized software development costs (8,092) (7,023) Consideration for acquisition (780) 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 (13,101) (10,747) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net repayments under line-of-credit agreements (1,882) (1,946) Proceeds from issuance of common stock 4,876 2,507 -------- -------- Net cash provided by financing activities 2,994 561 -------- -------- Effect of exchange rates on cash (2,021) (107) -------- -------- Net change in cash and cash equivalents 21,970 (1,789) Cash and cash equivalents at beginning of period 37,107 36,101 -------- -------- Cash and cash equivalents at end of period $ 59,077 $ 34,312 ======== ========
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