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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) January 28, 1997
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Aspen Technology, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Massachusetts 0-24786 04-2739697
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
Ten Canal Park, Cambridge, Massachusetts 02141
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (617) 577-0100
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Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On January 28, 1997, Aspen Technology, Inc. issued press releases
containing (a) information regarding a two-for-one stock split to be effected by
a stock dividend and (b) certain financial information for its three and six
months ended December 31, 1996. Copies of the January 28, 1997 press releases
are filed as Exhibits 5.1 and 5.2 to this Current Report and are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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5.1 Press release of Aspen Technology, Inc. issued
January 28, 1997 regarding stock split
5.2 Press release of Aspen Technology, Inc. issued
January 28, 1997 regarding financial results
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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.
ASPEN TECHNOLOGY, INC.
Date: January 27, 1997 By: /s/ MARY A. PALERMO
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Mary A. Palermo
Senior Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
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PAGE NUMBER IN
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED COPY
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5.1 Press release of Aspen Technology, Inc. issued January 28,
1997 regarding stock split
5.2 Press release of Aspen Technology, Inc. issued January 28,
1997 regarding financial results
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Exhibit 5.1
ASPEN TECHNOLOGY ANNOUNCES TWO-FOR-ONE STOCK SPLIT
CAMBRIDGE, MA., January 28, 1997 -- Aspen Technology, Inc. (NASDAQ:AZPN), today
announced that its Board of Directors has approved a two-for-one stock split of
the Company's outstanding shares of common stock. AspenTech is a leading
supplier of computer-aided chemical engineering, on-line automation, and
process information management software and services to help process
manufacturers operate closer to potential through the entire manufacturing
lifecycle. The split will be effected by way of a stock dividend and will
entitle each stockholder of record as of February 14, 1997 to receive one
additional share for each outstanding share of common stock held on the record
date. The stock split will be effective as of February 28, 1997. Upon
completion of the split, the number of shares of AspenTech common stock
outstanding will be approximately 19.7 million.
Separately, AspenTech today released financial results for its 1997 second
fiscal quarter and six months ended December 31, 1996. Total revenues increased
146% over fiscal 1996 second quarter levels, in part as a result of several
acquisitions that occurred subsequent to the Company's last year's second
quarter and were accounted for as purchase transactions. Net income, excluding
one-time charges relating to an acquisition completed during the 1997 second
quarter, increased 131% to $5.0 million, or $0.48 per share versus $0.25 per
share in the 1996 fiscal second quarter.
Aspen Technology, Inc. is a leading supplier of software and services for the
analysis, design and automation of process manufacturing plants in industries
such as chemical, petroleum, pharmaceuticals, electric power, pulp and paper,
and metals. Process manufacturers use AspenTech's solutions to improve the way
they design, operate, and manage their plants. These solutions enable customers
to reduce their raw material, energy, and capital expenses, meet environmental
and safety regulations, improve product quality, and shorten the time required
to get new production processes on stream. AspenTech is headquartered in
Cambridge, Massachusetts, with offices in 12 countries worldwide. AspenTech and
the AspenTech logo are USPTO registered trademarks of Aspen Technology, Inc.
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Exhibit 5.2
ASPEN TECHNOLOGY ANNOUNCES RECORD SECOND QUARTER RESULTS
Revenues Increase 146%; EPS Up 92%
CAMBRIDGE, MA., January 28, 1997 -- Aspen Technology, Inc. (NASDAQ:AZPN), a
leading supplier of simulation and automation software and services to the
process manufacturing industries, today announced record results for the second
quarter and first six months of fiscal 1997. Total revenues increased for the
second quarter of 1997 146% to $44.2 million, compared with $17.9 million in
the second quarter of fiscal 1996. For the three months ended December 31,
1996, license revenue grew 71% to $23.9 million, while services revenue rose
more than fourfold to $20.3 million. Excluding one-time charges for in process
research and development costs relating to the previously announced
acquisitions during the second quarter of the Process Control division of
Cambridge Controls Limited and Bechtel Corporation's PIMS (Process Industries
Modeling System) business, net income for the 1997 second quarter increased
131% to $5.0 million from $2.2 million for the comparable period last year.
Excluding one-time charges, earnings per share grew 92% to $0.48 from $0.25 for
the second quarter for fiscal 1996, despite a 23% increase in weighted average
shares outstanding. Reported net loss and net loss per share, including the
$7.0 million one-time after tax charge, were $2.0 million and $0.20 per share.
Fiscal 1997 second quarter results include contributions from DMC Corp. and
Setpoint, Inc., two businesses that were acquired in the third quarter of
fiscal 1996 and accounted for as purchase transactions, and also results from
the acquisitions of B-JAC International and the Process Control division of
Cambridge Controls Limited, in October of 1996.
For the six months ended December 31, 1996, total revenues grew 153% to $79.1
million from $31.2 million for the comparable period of fiscal 1996. Excluding
one-time charges, net income rose 138% to $6.4 million for the first half of
fiscal 1997, and earnings per share totaled $0.62. In a separate release today,
AspenTech announced it would effect a two-for-one stock split on February 28,
1997 for holders of record as of February 14, 1997. Upon completion of the
split, AspenTech will have approximately 19.7 million shares outstanding.
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PRO FORMA INCOME STATEMENT DATA EXCLUDING
CHARGE FOR IN-PROCESS RESEARCH AND DEVELOPMENT:
(in thousands, except per share amounts)
<CAPTION>
Three Months Ended December 31,
1996 1995
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Revenues
Software license $23,928 $13,980
Services and other 20,273 3,960
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Total 44,201 17,940
Operating income 6,896 2,651
Net income $ 5,003 $ 2,162
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Earnings per share $ 0.48 $ 0.25
Weighted average shares outstanding 10,506 8,530
PRO FORMA INCOME STATEMENT DATA EXCLUDING
CHARGE FOR IN-PROCESS RESEARCH AND DEVELOPMENT:
(in thousands, except per share amounts)
<CAPTION>
Six Months Ended December 31,
1996 1995
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Revenues
Software license $40,059 $23,907
Services and other 39,010 7,302
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Total 79,069 31,209
Operating income 7,848 2,704
Net income $ 6,413 $ 2,700
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Earnings per share $ 0.62 $ 0.32
Weighted average shares outstanding 10,398 8,507
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"We were very successful in achieving our goals in the second quarter,"
commented Larry Evans, Chairman and Chief Executive Officer. "We met aggressive
targets for revenue growth and profitability, and we are very pleased with the
continued strong market reception to our off-line and on-line product and
services offerings. The second quarter showed strength both domestically and
outside the United States, especially in Europe."
"The second quarter was a busy and productive one for AspenTech," observed Mary
Palermo, Chief Financial Officer. "We were especially pleased with the leverage
we achieved, as evidenced by the year-over-year operating margin improvement in
the second quarter, in spite of a significantly higher percentage of services
revenues." Operating margin increased to 15.6% for the second quarter of fiscal
1997, excluding one-time charges, an improvement from 14.8% in the second
quarter last year. Services revenues comprised 46% of total revenues in the
second quarter of fiscal 1997, compared with 22% in last year's second quarter.
This press release contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements
include the risks set forth under the caption "Risk Factors" in
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Aspen Technology's Annual Report on Form 10-K for the fiscal year ended June 30,
1996, which factors are incorporated herein by reference.
Aspen Technology, Inc. is a leading supplier of software and services for the
analysis, design and automation of process manufacturing plants in industries
such as chemical, petroleum, pharmaceuticals, electric power, pulp and paper,
and metals. Process manufacturers use AspenTech's solutions to improve the way
they design, operate, and manage their plants. These solutions enable customers
to reduce their raw material, energy, and capital expenses, meet environmental
and safety regulations, improve product quality, and shorten the time required
to get new production processes on stream. AspenTech is headquartered in
Cambridge, Massachusetts, with offices in 12 countries worldwide. AspenTech,
Setpoint, DMCC and the AspenTech logo are USPTO registered trademarks of Aspen
Technology, Inc.
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ASPEN TECHNOLOGY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(unaudited)
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31, December 31, December 31,
1996 1995 1996 1995
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REVENUES:
Software licenses $ 23,928 $ 13,980 $ 40,059 $ 23,907
Maintenance and other services 20,273 3,960 39,010 7,302
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Total revenues 44,201 17,940 79,069 31,209
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EXPENSES:
Cost of software licenses 1,268 972 2,084 1,563
Cost of maintenance and other services 11,984 2,140 23,113 3,987
Selling and marketing 12,953 7,071 24,239 13,104
Research and development 7,141 3,731 14,105 7,188
General and administrative 3,959 1,375 7,680 2,663
Charge for in-process research
and development 8,664 -- 8,664 --
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Total costs and expenses 45,969 15,289 79,885 28,505
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Income (loss) from operations (1,768) 2,651 (816) 2,704
Other expense, net (88) (17) (110) (73)
Interest income, net 1,236 877 2,581 1,747
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Income (loss) before provision for
income taxes (620) 3,511 1,655 4,378
Provision for income taxes 1,341 1,349 2,206 1,678
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Net income (loss) $ (1,961) $ 2,162 $ (551) $ 2,700
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Net income (loss) per common and
common equivalent share $ (0.20) $ 0.25 $ (0.06) $ 0.32
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Weighted average common and common
equivalent shares outstanding 9,764,602 8,529,545 9,693,286 8,507,247
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PRO FORMA EXCLUDING CHARGE FOR
IN-PROCESS RESEARCH AND DEVELOPMENT:
Operating income 6,896 2,651 7,848 2,704
Net income 5,003 2,162 6,413 2,700
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Net income per common and
common equivalent share $ 0.48 $ 0.25 $ 0.62 $ 0.32
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Weighted average common and
common equivalent shares outstanding 10,505,787 8,529,545 10,397,958 8,507,247
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</TABLE>
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<TABLE>
ASPEN TECHNOLOGY, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(Dollars in thousands)
<CAPTION>
December 31, June 30,
1996 1996
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ASSETS
Current Assets:
Cash, cash equivalents and short-term investments $ 35,273 $ 51,083
Accounts receivable and unbilled services, net 53,735 45,640
Current portion of long-term installments receivable, net 10,060 12,068
Prepaid expenses and other current assets 4,338 3,318
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Total current assets 103,406 112,109
Long-term installments receivable, net 19,865 17,708
Equipment and leasehold improvements, net 22,753 16,815
Computer software development costs, net 2,210 1,817
Intangible assets, net 13,972 9,129
Other assets 3,003 2,589
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Total assets $165,209 $160,167
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 408 $ 425
Accounts payable and accrued expenses 21,970 22,049
Unearned revenue 7,584 8,967
Deferred revenue 9,215 8,953
Deferred income taxes 2,988 2,798
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Total current liabilities 42,165 43,192
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Long-term debt, less current maturities 619 706
Deferred revenue, less current portion 8,780 8,279
Other liabilities 1,169 1,757
Deferred income taxes 4,698 6,398
Total stockholders' equity 107,778 99,835
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Total liabilities and stockholders' equity $165,209 $160,167
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</TABLE>
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