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) February 19, 1997
SPSS Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-64732 36-2815480
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
444 N. Michigan Ave, Chicago, Illinois 60611
(Address of Principal Executive Offices) (Zip Code)
(312) 329-2400
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 7: Financial Statement and Exhibits
On February 19, 1997, SPSS Inc. (the "Registrant") issued a news release
announcing its revenues and earnings for the fourth quarter and year ended
December 31, 1996. Attached hereto and incorporated herein by this reference is
the news release of the Registrant.
- 2 -
<PAGE>
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.
(Registrant)
Date: March 3, 1997
By: /s/Robert Brinkmann
Controller
- 3 -
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
99.1 News Release of SPSS, issued February 19, 1997, announcing fourth
quarter and year-end revenues.
- 4 -
EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
Feb. 19, 1997
Contact: Edward Hamburg David Pittman
Senior V.P./CFO Director, Marketing Communications
312.329.2400 800.457.0161
e-mail: [email protected]
SPSS financial information is available on the World Wide Web at:
http://www.spss.com/FinancialNews/
SPSS Inc. announces record fourth quarter and year-end revenues;
corporate market drives desktop product success
CHICAGO, Feb. 19, 1997 -D SPSS Inc. (Nasdaq: SPSS), a worldwide leader in
statistical software, today announced net revenues of $23.2 million and earnings
per share (EPS) of $0.23 for the fourth quarter ended Dec. 31, 1996. For the
year, SPSS reported net revenues of nearly $84.0 million and earnings per share
(EPS) of $0.85. These results include the company's November acquisition of
Jandel Scientific Software Inc. and October acquisition of Clear Software Inc.
As a result of the Jandel acquisition, SPSS Chief Financial Officer Ed Hamburg
said the company reported an additional $1.6 million in revenues during the
fourth quarter and took a one-time charge of approximately $2.7 million.
Excluding acquisition effects, SPSS had the best fourth quarter and year in the
company's 28-year history. All adjusted numbers -D for the quarter and the year
- -D increased versus results reported in 1995.
For the quarter, adjusted net revenues were $21.6 million, up 17 percent over
$18.4 million. Adjusted operating income was $5.5 million, up 34 percent from
$4.1 million. Adjusted net income totaled $3.8 million, a 39 percent increase
over $2.8 million. Adjusted EPS were $0.47, 34 percent higher than $0.35.
For the year, adjusted net revenues were $74.1 million, up 16 percent over $63.7
million. Adjusted operating income was $14.1 million, up 37 percent from $10.3
million. Adjusted net income totaled $9.6 million, a 38 percent increase over
$7.0 million. Adjusted EPS were $1.20, 33 percent higher than $0.90.
"Desktop sales in corporate and academic markets drove success for the quarter
<PAGE>
as well as the year," said Jack Noonan, SPSS president and CEO. "More people are
discovering the benefits of deeper data analysis, and in turn, more
organizations are realizing the power of our products," he said. Desktop sales
- -D for corporate applications including data mining, survey research and
marketing and sales analysis -D were strong for the quarter as well as the year.
Also strong for the year were international sales, particularly in Japan.
Excluding acquisition effects for the year, the company's desktop products
generated 79 percent of net revenues. International operations comprised more
than half of net revenues, at 54 percent, during the same time period.
Including acquisition effects for the quarter ended Dec. 31, 1996, operating
income was $2.7 million and net income was nearly $1.9 million. For the year,
operating income was $10.5 million and net income was $7.2 million.
With Jandel acquisition
(in thousands, except for per share
and shares outstanding amounts)
<TABLE>
<CAPTION>
3 Months Ended Dec. 31, 12 Months Ended Dec. 31,
- -------------------------- --------------------------------------------- ---------------------------------------------
1996 1995 Year/Year 1996 1995 Year/Year
% change % change
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues $23,156 20,880 11 $83,989 73,794 14
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
Operating income 2,670 698 283 10,511 6,536 61
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
Net income 1,924 18 - 7,182 3,875 85
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
EPS 0.23 0.00 - 0.85 0.48 77
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
Weighted shares
outstanding 8,492,685 8,281,836 3 8,402,426 8,085,459 4
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
</TABLE>
Adjusted, excluding Jandel acquisition and including 3 months of the Clear
acquisition (in thousands, except for per share and shares outstanding amounts)
<TABLE>
<CAPTION>
3 Months Ended Dec. 30, 12 Months Ended Dec. 30,
- -------------------------- --------------------------------------------- ---------------------------------------------
1996 1995 Year/Year 1996 1995 Year/Year
% change % change
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues $21,575 $18,363 17 $74,081 63,712 16
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
Operating income 5,475 4,073 34 14,149 10,291 37
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
Net income 3,820 2,757 39 9,640 6,990 38
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
EPS 0.47 0.35 34 1.20 0.90 33
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
Weighted shares
outstanding 8,153,258 7,965,655 2 8,062,999 7,768,740 4
- -------------------------- --------------- --------------- --------------- -------------- --------------- ----------------
</TABLE>
SPSS completes Jandel acquisition, becomes leading scientific software provider
In the fourth quarter, SPSS completed its acquisition of Jandel Scientific
Software Inc., a privately held scientific software company based in San Rafael,
Calif. SPSS exchanged approximately 339,000 shares of common stock for all the
common stock of Jandel in a
<PAGE>
pooling-of-interests transaction. With the addition of Jandel's SigmaPlot and
other science products, SPSS now leads the desktop market for scientific
analysis software. Additional fourth quarter news included:
SPSS 7.5 for Windows shipped. Running on Windows 95 and Windows NT, SPSS 7.5
includes more statistics, "just-in-time training" with its Statistical Coach,
and an enhanced scripting language. SPSS 7.5 also offers Pivot Tables with
Active X technology, which allows for easy file exchange over the Internet.
SPSS Missing Value Analysis introduced. This new tool reveals hidden biases
caused by missing data, allowing users to form far more valid conclusions.
QI Analyst 3.0 for Windows launched. This major upgrade of SPSS' quality
improvement product for "real-time" analysis and statistical process control
targets needs in manufacturing, healthcare and service settings.
New Taiwan office opened. By debuting a new office in Taipei, SPSS hopes to gain
even more prominence in one of its fastest growing markets, the Pacific Rim. The
opening also marks the sixth new office for SPSS in 1996.
First quarter 1997: new SYSTAT and SigmaPlot releases to ship New versions of
SYSTAT for Windows and SigmaPlot, the company's top-selling scientific products,
are scheduled to ship in the first quarter of 1997. Also scheduled for first
quarter release: local-language versions of SPSS 7.5 for Windows (in Japanese
and German); and Neural Connection 2.0, SPSS' neural network product.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
With the exception of historical information, the matters discussed in this
press release are forward-looking statements that involve risks and
uncertainties including, but not limited to, market conditions, competition, and
other risks indicated in the company's filings with the Securities and Exchange
Commission. These and other factors which could affect SPSS' results are more
fully described in the "Risk Factors" section of the company's Registration
Statement on Form S-3, Registration No. 333-21025, filed on February 4, 1997.
<PAGE>
COMPANY INFORMATION SPSS Inc. is a multinational software products company that
provides statistical product and service solutions. The company's mission is to
drive the widespread use of statistics. SPSS products and services are used
worldwide in corporate, academic and government settings for all types of
research and data analysis. The company's four lines of business are business
analysis, including survey research, marketing and sales analysis and data
mining; scientific research; process management; and quality improvement.
Headquartered in Chicago, SPSS has 31 offices and more than 60 distributors
serving other countries around the world. More information is available on the
World Wide Web at http://www.spss.com.
BMDP, CLEAR, Jandel Scientific, SPSS and SYSTAT are registered trademarks of
SPSS Inc. BMDP, CLEAR, Jandel Scientific, SPSS and SYSTAT products named are
trademarks of SPSS Inc. Other products mentioned are trademarks or registered
trademarks of their respective companies.
- FINANCIAL HIGHLIGHTS FOLLOW -
<PAGE>
SPSS Inc. and Subsidiaries
ADJUSTED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(excluding the results of Jandel Scientific Software)
(in thousands, except for share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Year/Year % of Net
December 31, % Revenues
1996 1995 Change 1996 1995
Net revenues:
<S> <C> <C> <C> <C> <C>
Desktop products 17,005 14,072 21% 79% 77%
Large Systems products 2,597 2,802 -7% 12% 15%
Other products and services 1,973 1,489 33% 9% 8%
Total net revenues 21,575 18,363 17% 100% 100%
Cost of revenue 1,992 1,755 14% 9% 10%
Gross profit 19,583 16,608 18% 91% 90%
Operating expenses:
Sales and marketing 9,844 9,035 9% 46% 49%
Product development 2,961 2,174 36% 14% 12%
General and administrative 1,303 1,326 -2% 6% 7%
Nonrecurring charge - - - - -
Acquisition-related charges - - - - -
Operating expenses 14,108 12,535 13% 65% 68%
Operating income 5,475 4,073 34% 25% 22%
Other income (expense):
Net interest income 111 92 21% 1% 1%
Other income (expense) 34 36 -6% - -
Other income (expense) 145 128
Income before income taxes 5,620 4,201 34% 26% 23%
Income taxes 1,800 1,444 25% 8% 8%
Net income 3,820 2,757 39% 18% 15%
Net earnings per share 0.47 0.35 34%
Shares used in computation 8,153,258 7,965,655 2%
</TABLE>
<PAGE>
SPSS Inc. and Subsidiaries
ADJUSTED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(excluding the results of Jandel Scientific Software
and the first nine months of Clear Software)
(in thousands, except for share data)
(unaudited)
<TABLE>
<CAPTION>
12 Months Ended Year/Year % of Net
December 31, Revenues
%
1996 1995 Change 1996 1995
Net revenues:
<S> <C> <C> <C> <C> <C>
Desktop products 56,367 46,784 20% 76% 73%
Large Systems products 10,738 10,694 - 14% 17%
Other products and services 6,976 6,234 12% 9% 10%
Total net revenues 74,081 63,712 16% 100% 100%
Cost of revenue 7,076 6,244 13% 10% 10%
Gross profit 67,005 57,468 17% 90% 90%
Operating expenses:
Sales and marketing 36,309 33,861 7% 49% 53%
Product development 11,250 8,712 29% 15% 14%
General and administrative 5,297 4,604 15% 7% 7%
Nonrecurring charge - - - 0% 0%
Acquisition-related charges - - - 0% 0%
Operating expenses 52,856 47,177 12% 71% 74%
Operating income 14,149 10,291 37% 19% 16%
Other income (expense):
Net interest income 420 172 144% 1% 0%
Other income (expense) (89) 177 -150% 0% 0%
Other income (expense) 331 349
Income before income taxes 14,480 10,640 36% 20% 17%
Income taxes 4,840 3,650 33% 7% 6%
Net income 9,640 6,990 38% 13% 11%
Net earnings per share 1.20 0.90 33%
Shares used in computation 8,062,999 7,768,740 4%
</TABLE>
<PAGE>
SPSS Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except for share data)
<TABLE>
<CAPTION>
Three Months Ended Year/Year % of Net
December 31, % Revenues
1996 1995 Change 1996 1995
Net revenues:
<S> <C> <C> <C> <C> <C>
Desktop products 18,579 16,589 12% 80% 80%
Large Systems products 2,597 2,802 -7% 11% 13%
Other products and services 1,980 1,489 33% 9% 7%
Total net revenues 23,156 20,880 11% 100% 100%
Cost of revenue 2,217 2,198 1% 10% 11%
Gross profit 20,939 18,682 12% 90% 89%
Operating expenses:
Sales and marketing 10,749 10,146 6% 46% 48%
Product development 3,225 2,648 22% 14% 13%
General and administrative 1,639 1,673 -2% 7% 8%
Nonrecurring charge - 2,466 -100% - 12%
Acquisition-related charges 2,656 1,051 153% 11% 5%
Operating expenses 18,269 17,984 2% 78% 86%
Operating income 2,670 698 283% 12% 3%
Other income (expense):
Net interest income 99 91 9% - -
Other income (expense) 56 (9) -722% - -
Other income (expense) 155 82
Income before income taxes 2,825 780 262% 12% 4%
Income taxes 901 762 18% 4% 4%
Net income 1,924 18 - 8% -
Net earnings per share 0.23 0.00 -
Shares used in computation 8,492,685 8,281,836 3%
</TABLE>
The consolidated results of operations for the 3 months ended Dec. 31, 1996 and
1995 have been restated to give retroactive effect to the acquisitions of Clear
Software Inc. and Jandel Scientific Software Inc., which are accounted for under
the pooling-of-interests method.
<PAGE>
SPSS Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except for share data)
<TABLE>
<CAPTION>
12 Months Ended Year/Year % of Net
December 31, % Revenues
1996 1995 Change 1996 1995
Net revenues:
<S> <C> <C> <C> <C> <C>
Desktop products 66,267 56,866 17% 79% 77%
Large Systems products 10,739 10,694 - 13% 15%
Other products and services 6,983 6,234 12% 8% 8%
Total net revenues 83,989 73,794 14% 100% 100%
Cost of revenue 8,455 7,709 10% 10% 10%
Gross profit 75,534 66,085 14% 90% 90%
Operating expenses:
Sales and marketing 41,345 38,892 6% 49% 53%
Product development 13,066 10,863 20% 16% 15%
General and administrative 6,976 6,277 11% 8% 9%
Nonrecurring charge - 2,466 -100% - 3%
Acquisition-related charges 3,636 1,051 246% 4% 1%
Operating expenses 65,023 59,549 9% 77% 81%
Operating income 10,511 6,536 61% 13% 9%
Other income (expense):
Net interest income 409 176 132% - -
Other income (expense) (134) 132 -202% - -
Other income (expense) 275 308
Income before income taxes 10,786 6,844 58% 13% 9%
Income taxes 3,604 2,969 21% 4% 4%
Net income 7,182 3,875 85% 9% 5%
Net earnings per share 0.85 0.48 77%
Shares used in computation 8,402,426 8,085,459 4%
</TABLE>
The consolidated results of operations for the 12 months ended Dec. 31, 1996 and
1995 have been restated to give retroactive effect to the acquisitions of Clear
Software Inc. and Jandel Scientific Software Inc., which are accounted for under
the pooling-of-interests method.
<PAGE>
SPSS Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995*
------------------------- --------------------
(unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 12,621 $ 11,175
Accounts receivable, net 17,746 13,694
Inventories 1,900 1,763
Prepaid expenses and other current assets 1,500 1,558
Total current assets 33,767 28,190
Equipment and leasehold improvements, net 5,539 4,733
Capitalized software development costs, net 7,035 6,839
Other assets 5,694 4,255
Total assets 52,035 44,017
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 3,783 3,277
Other current liabilities 13,008 13,304
Deferred revenues 6,764 6,614
Deferred income taxes 2,245 2,015
Other noncurrent liabilities 34 319
Total liabilities 25,834 25,529
Stockholders' equity 26,201 18,488
Total liabilities and stockholders' equity 52,035 44,017
</TABLE>
*The consolidated balance sheet as of Dec. 31, 1995, has been restated to
give retroactive effect to the acquisitions of Clear Software Inc., and
Jandel Scientific Software Inc., which is accounted for under the
pooling-of-interests method.
