-----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, Ola/2FDntM/BnXCkEo9hE7ePEytQDzK5Xerv9LD0sm2YvdCxdQd6Q1D/fHlVJSGB DJuXrI1ZhbGbgdp+OwLyew== 0001157523-04-007376.txt : 20040804 0001157523-04-007376.hdr.sgml : 20040804 20040804165833 ACCESSION NUMBER: 0001157523-04-007376 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040804 ITEM INFORMATION: ITEM INFORMATION: Other events FILED AS OF DATE: 20040804 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: 04952295 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 a4695762.txt ASPEN TECHNOLOGY 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): August 4, 2004 ASPEN TECHNOLOGY, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 0-24786 04-2739697 - ------------------------ ------------- -------------------------- (State or other juris- (Commission (IRS Employer diction of incorporation File Number) 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 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE On August 4, 2004, Aspen Technology, Inc. announced that Wayne Sim, Senior Vice President -Operations and Chief Product Officer, will resign from the company effective as of August 15, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 4, 2004, the company also announced its financial results for the fiscal year ended June 30, 2004. The full text of the press release issued in connection with these announcements is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 12 of Form 8-K and the Exhibit 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, 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. 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: August 4, 2004 ASPEN TECHNOLOGY, INC. By: /s/ Charles F. Kane -------------------------------- Charles F. Kane Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ---------- ------------ 99.1 Press release issued by Aspen Technology, Inc. on August 4, 2004. EX-99.1 2 a4695762ex991.txt ASPEN TECHNOLOGY Exhibit 99.1 Aspen Technology Delivers Thirteen Percent Software License Revenue Growth as Key Process Industry Markets Remain Strong CAMBRIDGE, Mass.--(BUSINESS WIRE)--Aug. 4, 2004-- Company announces initiatives designed to generate higher operating margins Aspen Technology, Inc. (NASDAQ: AZPN) today reported financial results for its fiscal 2004 fourth quarter and fiscal year ended June 30, 2004. Total revenues for the fourth quarter totaled $87.6 million, with software license revenues growing by thirteen percent to $43.5 million and services revenues totaling $44.0 million. Management had previously estimated that total revenues for the fiscal fourth quarter would be in the range of $81 to $83 million and that software license revenues would be in the range of $37 to $39 million. On a Generally Accepted Accounting Principles (GAAP) basis, the company reported a fourth quarter net loss of $41.4 million, or $1.00 per diluted share, which includes one-time charges of $42.8 million. On a pro forma (non-GAAP) basis, excluding these charges, amortization of intangibles, and the preferred stock dividend and discount accretion, the company reported fiscal 2004 fourth quarter net income of $6.6 million, or $0.08 per diluted share. The company initiated several actions in the fourth quarter that are expected to lower its quarterly expense run rate to approximately $69 million for the quarter ending September 30, 2004. These actions include the redeployment and reduction of personnel, scaling back investments in certain products, and eliminating certain lease obligations. The company expects to direct a portion of these savings toward additional sales and marketing resources that will be focused on its newer products. Management believes its lower expense base and sharpened focus will position the company to achieve double-digit operating margins for fiscal 2005. "The fundamentals of our business continue to remain solid. We delivered our fifth straight quarter of software license growth and, for the first time since June 1998, generated pro forma (non-GAAP) operating margins for the quarter in the double-digits," said David McQuillin, President and CEO of AspenTech. "Our sales were balanced by both industry and product mix, as we experienced strength from each of the chemicals, petroleum, and oil & gas markets. Additionally, our manufacturing/supply chain product line had its strongest performance in the past two years. "With the potential approval of the Federal Trade Commission (FTC) settlement, we would remove a major external issue that has distracted us from focusing on our business over the past two years. Our attention has now turned to building on our momentum and increasing our operating margins for fiscal 2005. We indicated at the beginning of this year that we would continue to focus our efforts on bringing all of our products together to provide an integrated solution for the Enterprise Operations Management market. The execution of this integration strategy has enabled us to streamline many of our internal processes to drive costs out of the business, as well as curtail our investment in certain products. These changes will enable us to increase our productivity and efficiency, while driving earnings growth in fiscal 2005." During the fourth quarter, the company signed significant software license transactions with Shell Oil, Procter & Gamble, Dupont, Nova Chemicals, INVISTA, Sasol, Jacobs Engineering and BASF. Fiscal 2004 Results Total revenues for the fiscal year ending June 30, 2004 were $325.7 million, with software license revenues growing by approximately nine percent year-over-year to $152.3 million and services revenue totaling $173.4 million. On a GAAP basis, the company reported a net loss of $35.0 million, or $0.86 per diluted share, as compared to a net loss of $170.0 million, or ($4.42) per diluted share, for fiscal 2003. On a pro forma (non-GAAP) basis, the company reported fiscal 2004 net income of $24.8 million, or $0.31 per diluted share. "During fiscal 2004 we increased our pro forma (non-GAAP) operating income to $27.0 million from $2.5 million in fiscal 2003, reduced our debt by over $100 million, and generated $41 million in cash flow from operations," said Charles Kane, Sr. VP & CFO of AspenTech. "This improvement has been the result of software license revenue growth of nine percent, the reduction of total recurring expenses by more than $21 million, and lowering our DSOs for billed receivables in the fourth quarter to 54 days, a 31 day year-over-year improvement. We are extremely pleased with this performance and anticipate that over the next twelve months we will generate significantly higher operating margins and have a debt-free balance sheet by the end of fiscal 2005." "I am proud of the dramatic improvements we have made in the financial performance of the company for fiscal 2004," McQuillin said. "As we approach AspenWorld, the process industry conference we host every two years, we are excited about our opportunity to showcase how our new, integrated solutions can help customers improve their business processes and capture significant economic value." FTC Settlement On July 15, 2004, the company announced that Federal Trade Commission (FTC) commissioners had accepted a Proposed Consent Decree for public comment to settle proceedings regarding its acquisition of Hyprotech. Under the terms of the agreement, AspenTech would agree to sell rights to the Hyprotech product line together with its operator training business to an FTC-approved buyer, but would otherwise retain the rights to continue selling and developing all of the engineering software products it acquired from Hyprotech, excluding the AXSYS product line. Additionally, AspenTech sold its AXSYS product line to Bentley Systems on July 21, 2004. The revenue impact from the sale of the operator training business and AXSYS product line is expected to be approximately $20 million, of which approximately $2 million is related to software license revenue. The fiscal 2004 operating income contribution from these businesses was approximately $1.5 million. Business Outlook For fiscal 2005, the company anticipates that it will generate pro forma (non-GAAP) earnings per share between $0.31 and $0.40 and that it will deliver double-digit operating margins for the full fiscal year. Due to the sale of its operator training business, which consists primarily of implementation services, the company believes that software license revenues will represent a higher percentage of its total revenues in fiscal 2005. Conference Call and Webcast The company will hold a conference call and webcast to discuss its financial results, business outlook, and related corporate and financial matters, including the previously announced Proposed Consent Decree with the Federal Trade Commission, at 5:00 p.m. eastern time on Wednesday, August 4, 2004. Interested parties may 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 for the next twelve months and will also be available for forty-eight hours via telephone, beginning at 8:00 p.m. eastern time on August 4, 2004, by dialing (800) 642-1687 and entering in confirmation code: 9142321. Pro Forma (non-GAAP) Results AspenTech reports pro forma financial results, which exclude certain non-operational, non-cash and other specified charges that management generally does not consider in evaluating the Company's ongoing operations. These results are provided as a complement to results provided in accordance with accounting principles generally accepted in the United States (known as "GAAP"). Management believes this pro forma measure helps indicate underlying trends in the Company's business, and uses this pro forma measure to establish budgets and operational goals that are communicated internally and externally, to manage the Company's business and to evaluate its performance. A reconciliation of pro forma to GAAP is included in the attached condensed consolidated financial statements. About AspenTech Aspen Technology, Inc. provides industry-leading software and implementation services that enable process companies to increase efficiency and profitability. AspenTech's engineering product line is used to design and improve plants and processes, maximizing returns throughout an asset's operating life. Its manufacturing/supply chain product line allows companies to increase margins in their plants and supply chains, by managing customer demand, optimizing production, and streamlining the delivery of finished products. These two offerings are combined to create solutions for enterprise operations management (EOM), integrated enterprise-wide systems that provide process manufacturers with the capability to dramatically improve their operating performance. Over 1,500 leading companies already rely on AspenTech's software, including Aventis, Bayer, BASF, BP, ChevronTexaco, Dow Chemical, DuPont, ExxonMobil, Fluor, Foster Wheeler, GlaxoSmithKline, Shell, and Total. For more information, visit www.aspentech.com. The second, third, fourth, fifth, ninth and tenth paragraphs of this press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For this purpose, any statement using the term "will," "should," "could," "anticipates," "believes" or a comparable term is a forward-looking statement. Actual results may vary significantly from AspenTech's expectations based on a number of risks and uncertainties, including: AspenTech's lengthy sales cycle which makes it difficult to predict quarterly operating results; the FTC proceeding challenging AspenTech's acquisition of Hyprotech; fluctuations in AspenTech's quarterly operating results; AspenTech's dependence on customers in the cyclical chemicals, petrochemicals and petroleum industries; AspenTech's ability to raise additional capital as required; AspenTech's ability to integrate the operations of acquired companies; intense competition; AspenTech's need to develop and market products successfully; reliance on relationships with strategic partners; and other risk factors described from time to time in AspenTech's periodic reports and registration statements filed with the Securities and Exchange Commission. AspenTech cannot guarantee any future results, levels of activity, performance, or achievements. Moreover, neither AspenTech nor anyone else assumes responsibility for the accuracy and completeness of any forward-looking statements. AspenTech undertakes no obligation to update any of the forward-looking statements after the date of this press release. AspenTech and the Aspen logo are trademarks of Aspen Technology, Inc., Cambridge, Mass. ASPEN TECHNOLOGY, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (in thousands, except per share data) Three Months Year Ended Ended June 30, June 30, June 30, June 30, 2004 2003 2004 2003 ----------------- ------------------- REVENUES: Software licenses $43,534 $38,549 $152,270 $139,859 Service and other 44,029 44,220 173,426 182,862 ------------------------------------- Total revenues 87,563 82,769 325,696 322,721 ------------------------------------- COST OF REVENUES: Cost of software licenses 3,780 4,179 15,566 13,916 Cost of service and other 25,210 26,292 99,433 106,868 Amortization of technology related intangible assets 1,790 1,822 7,270 8,219 Impairment of technology related intangible and computer software development assets 3,250 496 3,250 8,533 ------------------------------------- Total cost of revenues 34,030 32,789 125,519 137,536 ------------------------------------- Gross profit 53,533 49,980 200,177 185,185 OPERATING COSTS: Selling and marketing 28,205 25,243 99,486 105,883 Research and development 14,561 15,617 59,095 65,086 General and administrative (includes litigation defense and settlement costs of $5,103, $0, $6,553 and $0 for the three months ended June 30, 2004 and 2003 and twelve months ended June 30, 2004 and 2003, respectively) (2) 12,189 7,222 31,714 28,462 Long lived asset impairment charges 967 - 967 106,264 Restructuring charges and FTC legal costs 18,833 18,037 20,833 41,080 ------------------------------------- Total operating costs 74,755 66,119 212,095 346,775 ------------------------------------- Income (loss) from operations (21,222) (16,139) (11,918) (161,590) Other income (expense), net 184 154 941 (596) Interest income, net 416 155 2,493 1,353 ------------------------------------- Income (loss) before provision for income taxes (20,622) (15,830) (8,484) (160,833) Provision for income taxes (includes write-down of U.S. net deferred tax assets of $14,625 in the three and twelve months ended June 30, 2004) (2) 17,351 - 20,206 - ------------------------------------- Net income (loss) (37,973) (15,830) (28,690) (160,833) Accretion of preferred stock discount and dividend (1) (3,458) (2,372) (6,358) (9,184) ------------------------------------- Net income (loss) applicable to common stockholders $(41,431)$(18,202)$(35,048)$(170,017) ===================================== EARNINGS PER SHARE: Basic and Diluted net income (loss) per common share $(1.00) $(0.47) $(0.86) $(4.42) ===================================== Weighted average shares outstanding - Basic and Diluted 41,328 39,026 40,575 38,476 ===================================== PRO FORMA (NON-GAAP) EARNINGS PER SHARE: Pro forma (non-GAAP) net income excludes Accretion of preferred stock discount and dividend, Amortization of technology related intangible assets, Impairment of technology related intangible assets and computer software development costs, Long lived asset impairment charges, Litigation defense and settlement costs, Restructuring charges and FTC legal costs and the write-down of the U.S. deferred tax assets. Pro forma (non-GAAP) weighted average shares outstanding assumes the conversion of the Series D preferred stock to common stock. Net income $6,595 $4,525 $24,808 $3,263 ===================================== Diluted earnings (loss) per share $0.08 $0.11 $0.31 $0.08 ===================================== Weighted average shares outstanding - diluted 86,976 41,051 80,991 38,476 ===================================== (1) Detail of this amount is provided on the reconciliation of net income (loss) to pro forma (non-GAAP) net income (2) These parenthetical references will not be presented in our Form 10-K. Supplemental information - Three Months Year Ended Ended June 30, June 30, June 30, June 30, 2004 2003 2004 2003 ----------------- ------------------- Reconciliation of income (loss) from operations to pro forma (non-GAAP) income from operations Income (loss) from operations $(21,222)$(16,139)$(11,918)$(161,590) Adjustments to income (loss) from operations Amortization of technology related intangible assets 1,790 1,822 7,270 8,219 Impairment of technology related intangible and computer software development assets 3,250 496 3,250 8,533 Litigation defense and settlement costs, included in General and Administrative costs 5,103 - 6,553 - Long lived asset impairment charges 967 - 967 106,264 Restructuring charges and FTC legal costs 18,833 18,037 20,833 41,080 ------------------------------------- Pro forma (non-GAAP) income from operations $8,721 $4,216 $26,955 $2,506 ===================================== Reconciliation of net income (loss) to pro forma (non-GAAP) net income Net income (loss) applicable to common stockholders $(41,431)$(18,202)$(35,048)$(170,017) Adjustments to net income (loss) applicable to common stockholders Net effect of adjustments to income (loss) from operations (above) 29,943 20,355 38,873 164,096 Preferred stock discount and dividend accretion 3,458 2,372 12,810 9,184 Gain on conversion of Series B redeemable preferred stock - - (6,452) - Write-down of U.S. net deferred tax assets 14,625 - 14,625 - ------------------------------------- Pro forma (non-GAAP) net income $6,595 $4,525 $24,808 $3,263 ===================================== ASPEN TECHNOLOGY, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands) June 30, June 30, 2004 2003 --------- --------- ASSETS Current assets: Cash, cash equivalents and short-term investments $107,677 $51,567 Accounts receivable, net 52,667 77,725 Unbilled services 15,518 15,279 Current portion of long-term installments receivable, net 21,475 34,720 Deferred tax asset 31 2,929 Prepaid expenses and other current assets 10,084 11,581 --------- --------- Total current assets 207,452 193,801 --------- --------- Long-term installments receivable, net 67,724 73,377 Equipment and leasehold improvements, net 18,664 31,158 Computer software development costs, net 15,933 17,728 Intangible assets, net 34,307 41,279 Purchased intellectual property, net 1,295 1,861 Deferred tax asset 2,492 13,831 Other assets 3,158 5,445 --------- --------- Total assets $351,025 $378,480 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $58,595 $3,849 Amount owed to Accenture - 8,162 Accounts payable and accrued expenses 84,584 82,094 Unearned revenue 14,783 20,492 Deferred revenue 33,025 37,266 Deferred tax liability 325 - --------- --------- Total current liabilities 191,312 151,863 --------- --------- Long-term debt, less current maturities 1,952 89,911 Deferred revenue, less current portion 5,363 9,815 Deferred tax liability 4,220 13,258 Other liabilities 10,806 16,009 --------- --------- Redeemable preferred stock 106,761 57,537 Total stockholders' equity 30,611 40,087 --------- --------- Total liabilities and stockholders' equity $351,025 $378,480 ========= ========= CONTACT: Aspen Technology, Inc. Joshua Young, 617-949-1274 joshua.young@aspentech.com -----END PRIVACY-ENHANCED MESSAGE-----