-----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, F7D3YbQZuP7qVaM11QjJYmripmsBo6U5I5jZFlXGMzrHXQ8d6me/oml6eX+zpLRK 8u827p0jk6NWzxQDuFb1Jg== 0001104659-06-032691.txt : 20060509 0001104659-06-032691.hdr.sgml : 20060509 20060509164850 ACCESSION NUMBER: 0001104659-06-032691 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060509 DATE AS OF CHANGE: 20060509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN TECHNOLOGY INC /DE/ CENTRAL INDEX KEY: 0000929940 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 042739697 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24786 FILM NUMBER: 06821633 BUSINESS ADDRESS: STREET 1: TEN CANAL PARK CITY: CAMBRIDGE STATE: MA ZIP: 02141 BUSINESS PHONE: 6179491000 MAIL ADDRESS: STREET 1: TEN CANAL PARK CITY: CAMBRIDGE STATE: MA ZIP: 02141 8-K 1 a06-11457_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):  May 9, 2006

 

ASPEN TECHNOLOGY, INC.

(Exact name of registrant as specified in charter)

Delaware

 

0-24786

 

04-2739697

(State or other jurisdiction
of incorporation

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

Ten Canal Park, Cambridge, Massachusetts

 

02141

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (617) 949-1000

(Former name or former address, if changed since last report)

 

 




Item 2.02. Results of Operations and Financial Condition

        On May 9, 2006, we issued a press release announcing our financial results for our fiscal quarter ended March 31, 2006, the third fiscal quarter of our fiscal year ending June 30, 2006. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

        The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

        (c) Exhibits

        Press release issued by Aspen Technology, Inc. on May 9, 2006.




 

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.

 

Date: May 9, 2006

ASPEN TECHNOLOGY, INC.

 

 

By:

 

/s/ CHARLES F. KANE

 

 

 

Charles F. Kane
Senior Vice President, Finance and
Chief Financial Officer

 




 

EXHIBIT INDEX

Exhibit No.

 

Description

 

 

 

99.1

 

Press release issued by Aspen Technology, Inc. on May 9, 2006.

 



EX-99.1 2 a06-11457_1ex99d1.htm EX-99

Exhibit 99.1

 

Aspen Technology Announces Financial Results for Fiscal 2006 Third-Quarter
Strong license revenue growth drives significant upside on profitability

CAMBRIDGE, Mass. – May 9, 2006 – Aspen Technology, Inc. (Nasdaq: AZPN), a leading provider of software and services to the process industries, today announced its financial results for its fiscal 2006 third quarter, ended March 31, 2006.

For the quarter ended March 31, 2006, AspenTech reported total revenue of $77.1 million, an increase of 20% from the prior year period.  Strong top line results were driven by license revenue of $41.7 million, an increase of 34% from the prior year period.  Services revenue was $35.4 million, an increase of 7% from the prior year period. 

Mark Fusco, President and CEO of AspenTech, stated, “We are extremely pleased with our third quarter results, which were strong across all key income statement, balance sheet and cash flow metrics.  We continue to make progress toward our goal of returning AspenTech to a growth company that is able to deliver significant profitability and consistent financial results.”  Fusco added, “The momentum in our business is being driven by strong fundamentals in our end user markets, our market leadership position and growing market acceptance of our unique, integrated aspenONE solutions.”

For the quarter ended March 31, 2006, AspenTech’s income from operations and net income applicable to common shareholders, determined in accordance with generally accepted accounting principles (GAAP), were $9.3 million and $3.2 million, respectively.  This represents an increase from a GAAP loss from operations of ($9.4) million and net loss applicable to common shareholders of ($13.7) million in the same period last year. GAAP net income per share applicable to common shareholders on a diluted basis was $0.06 for the quarter ended March 31, 2006, compared with a net loss per share applicable to common shareholders of ($0.32) in the same period last year.   

For the quarter ended March 31, 2006, non-GAAP net income, which excludes items covered in the attached non-GAAP reconciliation table, was $10.8 million, resulting in non-GAAP earnings per share of $0.12, compared to management’s guidance given in February 2006 of $0.06 to $0.08 per share.

A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included with this press release. An explanation of these measures is included below under the heading “Non-GAAP Financial Measures.”  The company is reporting these non-GAAP financial results for the fiscal 2006 third quarter solely for the purpose of providing consistency with previously issued guidance, which was presented on a non-GAAP basis.  Beginning with the fiscal 2006 fourth quarter, AspenTech will provide guidance only on a GAAP basis. 

Charles Kane, CFO of AspenTech, stated, “In addition to rapid revenue growth and expanding profitability, AspenTech also continued to strengthen the balance sheet and improve cash flow during the March quarter.  The scalability of our business model is being demonstrated with the return to improved top line growth.”




 

Conference Call and Webcast

AspenTech will host a conference call and webcast today, May 9, 2006, at 4:45 pm (EST) to discuss the Company's financial results, business outlook, and related corporate and financial matters. The live dial in number is: 1-877-239-3024, conference ID code: 7899945. Interested parties may also listen to a live webcast of the call by logging on to AspenTech’s website: http://www.aspentech.com and clicking on the “webcast” link under the Investor Relations section of the site. A replay of the call will be archived on AspenTech’s website and will also be available via telephone at: 1-800-642-1687 or 1-706-645-9291, conference ID code 7899945, through May 16, 2006.

Non-GAAP Results

This release contains non-GAAP financial measures, consisting of non-GAAP total expenses, non-GAAP net income and non-GAAP earnings per share, that exclude the following items:

·                amortization of technology related intangible assets associated with intellectual property acquired in business combinations completed in fiscal years 2001 and 2002, which represents a non-cash recurring charge;

·                stock-based compensation costs accounted for under Statement of Financial Accounting Standards No. 123R “Share-Based Payment”, which was adopted in fiscal year 2006 and has no comparative amount in the prior year period;

·                restructuring charges primarily related to reductions in headcount and closure of facilities, which do not contribute to the ongoing operations of the Company’s business;

·                reversal of a sales-tax reserve originally recorded in fiscal 2005, which represented a non-cash, non-recurring charge that the Company’s management considered to be unusual at the time; and

·                preferred stock discount and dividend accretion related to the Company’s redeemable convertible series D preferred stock, which management considers to be a non-cash recurring charge.

A reconciliation of these non-GAAP measures to the most directly comparable GAAP measures is included in the financial statement tables presented in this release.

AspenTech is reporting these non-GAAP financial results for the fiscal 2006 third quarter solely for the purpose of providing consistency with previously issued guidance, which was presented on a non-GAAP basis.  Beginning with the fiscal 2006 fourth quarter, AspenTech will provide guidance only on a GAAP basis.

These non-GAAP financial measures should not be considered in isolation to, or as a substitute for, the financial results presented in accordance with GAAP. 

These non-GAAP measures have inherent limitations because they do not include all items of income and expense that impact AspenTech’s operations and because they lack comparability to the GAAP financial results of AspenTech’s competitors.




 

About AspenTech

Aspen Technology, Inc. provides industry-leading software and professional services that help process companies improve efficiency and profitability by enabling them to model, manage and control their operations. The new generation of integrated aspenONE ™ solutions are aligned with the key industry business processes, providing manufacturers the capabilities they need to optimize operational performance, make real-time decisions and synchronize the plant and supply chain. Over 1,500 leading companies already rely on AspenTech’s software, including Bayer, BASF, BP, Chevron Corporation, DuPont, ExxonMobil, Fluor, GlaxoSmithKline, Sanofi-Aventis, Shell and Total. For more information, visit www.aspentech.com.

###

AspenTech, aspenONE and the aspen leaf logo are trademarks of Aspen Technology, Inc., Cambridge, Mass.

 

 

— tables follow —

 

 

###

 

 

Contact

 

MEDIA CONTACT:

 

 

 

 

Elisa Logan

 

 

Aspen Technology, Inc.

 

 

(617) 949-1398

 

 

elisa.logan@aspentech.com

 

 

 

INVESTOR CONTACT:

 

 

 

 

Kori Doherty

 

 

Integrated Corporate Relations

 

 

(617) 217-2084

 

 

kdoherty@icrinc.com

 




 

ASPEN TECHNOLOGY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

 

March 31,

 

March 31,

 

March 31,

 

March 31,

 

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

(Unaudited)

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

Software licenses

 

$

41,750

 

$

31,097

 

$

107,757

 

$

93,102

 

 

Service and other

 

35,351

 

33,121

 

105,788

 

106,011

 

 

Total revenues

 

77,101

 

64,218

 

213,545

 

199,113

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUES:

 

 

 

 

 

 

 

 

 

 

Cost of software licenses

 

4,518

 

4,035

 

12,544

 

12,707

 

 

Cost of service and other

 

18,231

 

19,215

 

53,334

 

63,236

 

 

Amortization of technology related intangible assets

 

1,776

 

1,778

 

5,331

 

5,330

 

 

Total cost of revenues

 

24,525

 

25,028

 

71,209

 

81,273

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

52,576

 

39,190

 

142,336

 

117,840

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING COSTS:

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

21,325

 

24,299

 

60,596

 

70,075

 

 

Research and development

 

11,844

 

11,552

 

33,749

 

35,309

 

 

General and administrative

 

9,498

 

12,746

 

29,567

 

35,867

 

 

Restructuring charges

 

534

 

(97

)

3,728

 

21,630

 

 

Loss (gain) on sales and disposals of assets

 

103

 

81

 

480

 

(276

)

 

Total operating costs

 

43,304

 

48,581

 

128,120

 

162,605

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

9,272

 

(9,391

)

14,216

 

(44,765

)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

304

 

(16

)

696

 

(58

)

 

Interest income, net

 

558

 

477

 

953

 

1,788

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income tax benefit (provision)

 

10,134

 

(8,930

)

15,865

 

(43,035

)

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit (provision)

 

(3,083

)

(1,133

)

(5,803

)

(220

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

7,051

 

(10,063

)

10,062

 

(43,255

)

 

 

 

 

 

 

 

 

 

 

 

 

Accretion of preferred stock discount and dividend

 

(3,888

)

(3,630

)

(11,509

)

(10,747

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) applicable to common shareholders

 

$

3,163

 

$

(13,693

)

$

(1,447

)

$

(54,002

)

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE:

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share applicable to common shareholders - Basic

 

$

0.07

 

$

(0.32

)

$

(0.03

)

$

(1.28

)

 

Net income (loss) per share applicable to common shareholders - Diluted

 

$

0.06

 

$

(0.32

)

$

(0.03

)

$

(1.28

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - Basic

 

44,561

 

42,639

 

43,843

 

42,193

 

 

Weighted average shares outstanding - Diluted

 

55,497

 

42,639

 

43,843

 

42,193

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-GAAP EARNINGS PER SHARE:

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income excludes Accretion of preferred stock discount and dividend, Amortization of technology related intangible assets, Stock-based compensation costs, Restructuring charges, and the reversal of a sales tax reserve accrual. Non-GAAP weighted average shares outstanding assumes the conversion of the Series D preferred stock to common stock.

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

10,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - diluted

 

91,834

 

 

 

 

 

 

 

 

 




 

Supplemental information -

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

March 31,

 

March 31,

 

March 31,

 

March 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

(Unaudited)

 

Stock-based compensation costs included in the Statements of Operations

 

 

 

 

 

 

 

 

 

Effective July 1, 2005, AspenTech adopted SFAS 123R, "Share-Based Payment," and uses the modified prospective method to value its share-based payments. Accordingly, for the three and six months ended December 31, 2005, stock-based compensation was accounted for under SFAS 123R while for the three and six months ended December 31, 2004, stock-based compensation was accounted for under APB 25, Accounting for Stock Issued to Employees, as permitted by SFAS 123. The amounts in the attached Statements of Operations include stock-based compensation as follows:

 

 

 

 

 

 

 

 

 

 

 

Cost of service and other

 

$293

 

$—

 

$825

 

$—

 

Selling and marketing

 

543

 

 

1,501

 

 

Research and development

 

240

 

 

676

 

 

General and administrative

 

549

 

 

1,995

 

 

 

 

 

 

 

 

 

 

 

 

Total stock-based compensation

 

$1,625

 

$—

 

$4,997

 

$—

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of total expenses to non-GAAP total expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses (cost of revenues and operating costs)

 

$67,829

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of technology related intangible assets

 

(1,776

)

 

 

 

 

 

 

Stock-based compensation

 

(1,625

)

 

 

 

 

 

 

Restructuring charges

 

(534

)

 

 

 

 

 

 

Sales-tax reserve accrual, included in Selling and Marketing costs

 

235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP total expenses (cost of revenues and operating costs)

 

$64,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Net income to non-GAAP Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income applicable to common shareholders

 

$3,163

 

 

 

 

 

 

 

Adjustments to net income applicable to common shareholders

 

 

 

 

 

 

 

 

 

Net effect of adjustments to cost of revenues and operating costs

 

3,700

 

 

 

 

 

 

 

Preferred stock discount and dividend accretion

 

3,888

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income

 

$10,751

 

 

 

 

 

 

 

 




 

ASPEN TECHNOLOGY, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)

 

 

 

March 31,

 

June 30,

 

 

 

2006

 

2005

 

 

 

(Unaudited)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

70,089

 

$

68,149

 

Accounts receivable, net

 

51,690

 

52,254

 

Unbilled services

 

9,541

 

9,826

 

Current portion of long-term installments receivable, net

 

10,586

 

5,355

 

Deferred tax asset

 

701

 

692

 

Prepaid expenses and other current assets

 

8,351

 

11,483

 

 

 

 

 

 

 

Total current assets

 

150,958

 

147,759

 

 

 

 

 

 

 

Long-term installments receivable, net

 

32,551

 

19,425

 

Retained interest in sold receivables, net

 

17,396

 

16,667

 

Equipment and leasehold improvements, net

 

8,764

 

11,388

 

Computer software development costs, net

 

14,627

 

17,411

 

Intangible assets, net

 

21,555

 

26,852

 

Purchased intellectual property, net

 

306

 

730

 

Deferred tax asset

 

1,290

 

1,354

 

Other assets

 

2,466

 

2,656

 

 

 

 

 

 

 

Total assets

 

$

249,913

 

$

244,242

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

232

 

$

1,042

 

Accounts payable and accrued expenses

 

64,068

 

84,407

 

Deferred revenue

 

64,380

 

58,334

 

Total current liabilities

 

128,680

 

143,783

 

 

 

 

 

 

 

Long-term debt, less current maturities

 

188

 

338

 

Deferred revenue, less current portion

 

2,126

 

2,093

 

Deferred tax liability

 

2,780

 

2,760

 

Other liabilities

 

21,683

 

23,143

 

 

 

 

 

 

 

Redeemable preferred stock

 

132,720

 

121,210

 

 

 

 

 

 

 

Total stockholders' equity (deficit)

 

(38,264

)

(49,085

)

 

 

 

 

 

 

Total liabilities and stockholders' equity (deficit) 

 

$

249,913

 

$

244,242

 

 

 



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