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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aspen Technology Inc New | NASDAQ:AZPN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 219.03 | 200.00 | 350.44 | 0 | 09:09:34 |
ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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04-2739697
(I.R.S. Employer
Identification No.)
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20 Crosby Drive
Bedford, MA
(Address of principal executive offices)
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01730
(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page
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•
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Companies engaged in Exploration and Production explore for and produce hydrocarbons. They target reserves in increasingly diverse geographies involving geological, logistical and political challenges. They need to design and develop ever larger, more complex and more remote production, gathering and processing facilities as quickly as possible with the objective of optimizing production and ensuring regulatory compliance.
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•
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Companies engaged in Oil and Gas Production and Processing produce and gather oil and natural gas from well heads, clean it, process it and separate it into oil and dry natural gas and natural gas liquids in preparation for transport to downstream markets. The number of oil and gas processing plants in North America has increased significantly in recent years to process the oil and gas extracted from shale deposits.
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•
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Companies engaged in Refining and Marketing convert crude oil through a thermal and chemical manufacturing process into end products such as gasoline, jet and diesel fuels and into intermediate products for downstream chemical manufacturing companies. These companies are characterized by high volumes and low operating margins. In order to deliver better margins, they focus on optimizing feedstock selection and product mix, reducing energy and capital costs, maximizing throughput, and minimizing inventory, all while operating safely and in accordance with regulations.
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•
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Bulk chemical producers manufacture commodity chemicals and compete primarily on price; they seek to achieve economies of scale and manage operating margin pressure by building larger, more complex plants located near feedstock sources.
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Specialty chemical manufacturers, which primarily manufacture highly differentiated customer-specific products, face challenges in managing diverse product lines, multiple plants, complex supply chains and product quality.
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aspenONE Engineering
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Business Area
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aspenONE Module
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Major Products
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Product Description
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Engineering
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Process Simulation for Energy
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Aspen HYSYS
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Process modeling software for the design and optimization of hydrocarbon processes, including complete pressure relief analysis
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Process Simulation for Chemicals
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Aspen Plus
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Process modeling software for the design and optimization of chemical processes, including solids and batch processes
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Economic Evaluation
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Aspen Economic Evaluation
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Economic evaluation software for estimating project capital costs and lifecycle asset economics - from conceptual definition through detailed engineering
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Equipment Design & Rating
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Aspen Exchanger Design and Rating
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Software for the design, simulation and rating of various types of heat exchangers
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Basic Engineering
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Aspen Basic Engineering
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Process engineering platform for producing front-end design deliverables such as multi-disciplinary datasheets, process flow diagrams, piping and instrument diagrams, and equipment lists
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Operation Support
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Aspen Online
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Solution that connects models to real-time plant data for expedited decisions, operation guidance and optimization
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•
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breadth, depth and integration of our aspenONE software offering;
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•
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rapid return on investment and increase in profitability;
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•
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domain expertise of chemical engineering personnel;
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•
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focus solely on software for the process industries;
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•
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flexibility of our usage-based aspenONE licensing model; and
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•
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consistent global support.
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•
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insufficient growth in our aspenONE APM business;
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•
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any decline in demand for or usage of our aspenONE suites;
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•
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the introduction of products and technologies that serve as a replacement or substitute for, or represent an improvement over, our aspenONE suites;
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•
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technological innovations that our aspenONE suites do not address;
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•
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our inability to release enhanced versions of our aspenONE suites on a timely basis; and
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•
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adverse changes in capital intensive industries or otherwise that lead to reductions, postponements or cancellations of customer purchases of our products and services, or delays in the execution of license agreement renewals in the same quarter in which the original agreements expire.
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•
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unexpected changes in regulatory or environmental requirements, tariffs and other barriers, including, for example, changes in climate regulations, sanctions or other regulatory restrictions imposed by the United States or foreign governments; and the effects of the United Kingdom European Union membership referendum in June 2016 and the subsequent withdrawal process initiated in March 2017;
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•
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less effective protection of intellectual property;
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•
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requirements of foreign laws and other governmental controls;
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•
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delays in the execution of license agreement renewals in the same quarter in which the original agreements expire;
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•
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difficulties in collecting trade accounts receivable in other countries;
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•
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adverse tax consequences; and
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•
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the challenges of managing legal disputes in foreign jurisdictions.
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•
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lost or delayed market acceptance and sales of our products;
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•
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delays in payment to us by customers;
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•
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product returns;
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•
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injury to our reputation;
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•
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diversion of our resources;
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•
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increased service and warranty expenses or financial concessions;
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•
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increased insurance costs; and
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•
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legal claims, including product liability claims.
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•
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failure to realize anticipated returns on investment, cost savings and synergies;
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•
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difficulty in assimilating the operations, policies and personnel of the acquired company;
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•
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unanticipated costs associated with acquisitions;
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•
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challenges in combining product offerings and entering into new markets in which we may not have experience;
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•
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distraction of management’s attention from normal business operations;
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•
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potential loss of key employees of the acquired company;
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•
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difficulty implementing effective internal controls over financial reporting and disclosure controls and procedures;
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•
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impairment of relationships with customers or suppliers;
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•
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possibility of incurring impairment losses related to goodwill and intangible assets; and
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•
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other issues not discovered in due diligence, which may include product quality issues or legal or other contingencies
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•
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limitations on the removal of directors;
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•
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a classified board of directors, so that not all members of the board are elected at one time;
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•
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advance notice requirements for stockholder proposals and nominations;
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•
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the inability of stockholders to act by written consent or to call special meetings;
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•
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the ability of the board to make, alter or repeal our by-laws; and
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•
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the ability of the board to designate the terms of and issue new series of preferred stock without stockholder approval.
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•
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have the effect of delaying, deferring or preventing a change in control of our company or a change in our management that stockholders may consider favorable or beneficial;
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•
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discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions; and
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•
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limit the price that investors might be willing to pay in the future for shares of our common stock.
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2017
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2016
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||||||||||||
Period
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Low
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High
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Low
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High
|
||||||||
Quarter ended June 30
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$
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54.42
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$
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63.05
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$
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34.81
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$
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40.31
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Quarter ended March 31
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52.79
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59.46
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30.15
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|
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37.58
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||||
Quarter ended December 31
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46.07
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55.09
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37.17
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44.16
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Quarter ended September 30
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39.67
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47.02
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36.45
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45.75
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Period
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Total Number
of Shares
Purchased (2)
|
|
Average Price
Paid per Share
(3)
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
(1)
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Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Program (4)
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||||||
April 1 to 30, 2017
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165,849
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$
|
58.64
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165,849
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May 1 to 31, 2017
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261,159
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58.59
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261,159
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June 1 to 30, 2017
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895,824
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|
55.79
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895,824
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|||
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1,322,832
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|
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$
|
56.70
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1,322,832
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$
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346,292,703
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Plan Category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
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Weighted-average exercise price of outstanding options, warrants and rights
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Number of securities remaining available for future issuance under equity compensation plans
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||||
Equity compensation plans approved by security holders
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1,969,556
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$
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40.37
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10,751,481
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*
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$100 invested on 6/30/12 in stock or index, including reinvestment of dividends.
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Year Ended June 30,
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||||||||||||||||||||||
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2012
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2013
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2014
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2015
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2016
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2017
|
||||||||||||
Aspen Technology, Inc.
|
$
|
100.00
|
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|
$
|
124.36
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$
|
200.43
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$
|
196.76
|
|
|
$
|
173.82
|
|
|
$
|
238.70
|
|
NASDAQ Composite
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$
|
100.00
|
|
|
$
|
117.69
|
|
|
$
|
155.50
|
|
|
$
|
177.19
|
|
|
$
|
173.36
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|
|
$
|
221.11
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NASDAQ Computer & Data Processing
|
$
|
100.00
|
|
|
$
|
123.37
|
|
|
$
|
176.05
|
|
|
$
|
197.82
|
|
|
$
|
225.78
|
|
|
$
|
290.57
|
|
|
Year Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in Thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue(1)
|
$
|
482,942
|
|
|
$
|
472,344
|
|
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$
|
440,401
|
|
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$
|
391,453
|
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$
|
311,387
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Gross profit
|
435,476
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|
|
423,733
|
|
|
390,825
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338,765
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|
261,039
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|
|||||
Income from operations
|
212,016
|
|
|
211,381
|
|
|
179,792
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|
|
129,724
|
|
|
55,600
|
|
|||||
Net income
|
$
|
162,196
|
|
|
$
|
139,951
|
|
|
$
|
118,407
|
|
|
$
|
85,783
|
|
|
$
|
45,262
|
|
Basic income per share
|
$
|
2.12
|
|
|
$
|
1.69
|
|
|
$
|
1.34
|
|
|
$
|
0.93
|
|
|
$
|
0.48
|
|
Diluted income per share
|
$
|
2.11
|
|
|
$
|
1.68
|
|
|
$
|
1.33
|
|
|
$
|
0.92
|
|
|
$
|
0.47
|
|
Weighted average shares outstanding—Basic
|
76,491
|
|
|
82,892
|
|
|
88,398
|
|
|
92,648
|
|
|
93,586
|
|
|||||
Weighted average shares outstanding—Diluted
|
76,978
|
|
|
83,309
|
|
|
89,016
|
|
|
93,665
|
|
|
95,410
|
|
(1)
|
In July 2009, we introduced our aspenONE licensing model under which license revenue is recognized over the term of a license contract. We previously recognized a substantial majority of our license revenue upfront, upon shipment of software. We substantially completed our transition to the aspenONE licensing model in fiscal 2015.
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|
Year Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in Thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
101,954
|
|
|
$
|
318,336
|
|
|
$
|
156,249
|
|
|
$
|
199,526
|
|
|
$
|
132,432
|
|
Marketable securities
|
—
|
|
|
3,006
|
|
|
62,244
|
|
|
98,889
|
|
|
92,368
|
|
|||||
Working (deficit) capital
|
(321,057
|
)
|
|
(71,300
|
)
|
|
(32,836
|
)
|
|
63,178
|
|
|
69,890
|
|
|||||
Accounts receivable, net
|
27,670
|
|
|
20,476
|
|
|
30,721
|
|
|
38,532
|
|
|
36,988
|
|
|||||
Installments receivable, net
|
—
|
|
|
267
|
|
|
1,842
|
|
|
1,451
|
|
|
14,732
|
|
|||||
Total assets
|
247,942
|
|
|
419,738
|
|
|
315,361
|
|
|
407,972
|
|
|
382,748
|
|
|||||
Deferred revenue
|
300,359
|
|
|
282,078
|
|
|
288,887
|
|
|
274,882
|
|
|
231,353
|
|
|||||
Borrowings(1)
|
140,000
|
|
|
140,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total stockholders' (deficit) equity
|
(260,784
|
)
|
|
(75,034
|
)
|
|
(48,546
|
)
|
|
83,676
|
|
|
101,898
|
|
(1)
|
In February 2016, we entered into a Credit Agreement and borrowed $140.0 million under the agreement. Refer to “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” and Note 11, "Credit Agreement," to our Consolidated Financial Statements for further discussion of the Credit Agreement.
|
•
|
whether the professional services arrangement was sold as a single arrangement with, or in contemplation of, a new aspenONE licensing arrangement;
|
•
|
the number, value and rate per hour of service transactions booked during the current and preceding periods;
|
•
|
the number and availability of service resources actively engaged on billable projects;
|
•
|
the timing of milestone acceptance for engagements contractually requiring customer sign-off;
|
•
|
the timing of collection of cash payments when collectability is uncertain; and
|
•
|
the size of the installed base of license contracts.
|
•
|
Annual spend;
|
•
|
Free cash flow; and
|
•
|
Non-GAAP operating income.
|
•
|
New term license agreements with new or existing customers;
|
•
|
Renewals or modifications of existing term license agreements that result in higher license fees due to price escalation or an increase in the number of tokens (units of software usage) or products licensed; and
|
•
|
Escalation of annual payments in our active term license contracts.
|
|
June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands)
|
||||||||||
GAAP cash flow from operating activities
|
$
|
182,386
|
|
|
$
|
153,744
|
|
|
$
|
191,985
|
|
Purchase of property, equipment, and leasehold improvements
|
(2,720
|
)
|
|
(3,483
|
)
|
|
(7,645
|
)
|
|||
Capitalized computer software development costs
|
(405
|
)
|
|
(269
|
)
|
|
(359
|
)
|
|||
Excess tax benefits from stock-based compensation
|
5,965
|
|
|
2,208
|
|
|
37,024
|
|
|||
Non-capitalized acquired technology
|
2,246
|
|
|
1,250
|
|
|
2,621
|
|
|||
Litigation related (receipts) payments
|
(721
|
)
|
|
3,040
|
|
|
—
|
|
|||
Acquisition related fee payments
|
448
|
|
|
8,649
|
|
|
—
|
|
|||
Free cash flow (non-GAAP)
|
$
|
187,199
|
|
|
$
|
165,139
|
|
|
$
|
223,626
|
|
|
June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
GAAP income from operations
|
$
|
212,016
|
|
|
$
|
211,381
|
|
|
$
|
179,792
|
|
|
$
|
635
|
|
|
0.3
|
%
|
|
$
|
31,589
|
|
|
17.6
|
%
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock-based compensation
|
18,800
|
|
|
15,727
|
|
|
14,584
|
|
|
3,073
|
|
|
19.5
|
%
|
|
1,143
|
|
|
7.8
|
%
|
|||||
Non-capitalized acquired technology
|
2,250
|
|
|
250
|
|
|
3,277
|
|
|
2,000
|
|
|
800.0
|
%
|
|
(3,027
|
)
|
|
-92.4
|
%
|
|||||
Amortization of intangibles
|
950
|
|
|
147
|
|
|
748
|
|
|
803
|
|
|
546.3
|
%
|
|
(601
|
)
|
|
-80.3
|
%
|
|||||
Acquisition related fees
|
1,754
|
|
|
5,213
|
|
|
—
|
|
|
(3,459
|
)
|
|
-66.4
|
%
|
|
5,213
|
|
|
100.0
|
%
|
|||||
Non-GAAP operating income
|
$
|
235,770
|
|
|
$
|
232,718
|
|
|
$
|
198,401
|
|
|
$
|
3,052
|
|
|
1.3
|
%
|
|
$
|
34,317
|
|
|
17.3
|
%
|
|
Year Ended June 30,
|
|
2017 Compared to 2016 %
|
|
2016 Compared to 2015 %
|
|||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
|||||||||||||||||||
|
(Dollars in Thousands)
|
|||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Subscription and software
|
$
|
453,512
|
|
|
93.9
|
%
|
|
$
|
440,408
|
|
|
93.2
|
%
|
|
$
|
405,640
|
|
|
92.1
|
%
|
|
3.0
|
%
|
|
8.6
|
%
|
Services and other
|
29,430
|
|
|
6.1
|
|
|
31,936
|
|
|
6.8
|
|
|
34,761
|
|
|
7.9
|
|
|
(7.8
|
)
|
|
(8.1
|
)
|
|||
Total revenue
|
482,942
|
|
|
100.0
|
|
|
472,344
|
|
|
100.0
|
|
|
440,401
|
|
|
100.0
|
|
|
2.2
|
|
|
7.3
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Subscription and software
|
21,051
|
|
|
4.4
|
|
|
20,376
|
|
|
4.3
|
|
|
21,165
|
|
|
4.8
|
|
|
3.3
|
|
|
(3.7
|
)
|
|||
Services and other
|
26,415
|
|
|
5.5
|
|
|
28,235
|
|
|
6.0
|
|
|
28,411
|
|
|
6.5
|
|
|
(6.4
|
)
|
|
(0.6
|
)
|
|||
Total cost of revenue
|
47,466
|
|
|
9.9
|
|
|
48,611
|
|
|
10.3
|
|
|
49,576
|
|
|
11.3
|
|
|
(2.4
|
)
|
|
(1.9
|
)
|
|||
Gross profit
|
435,476
|
|
|
90.1
|
|
|
423,733
|
|
|
89.7
|
|
|
390,825
|
|
|
88.7
|
|
|
2.8
|
|
|
8.4
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Selling and marketing
|
92,633
|
|
|
19.2
|
|
|
91,536
|
|
|
19.4
|
|
|
92,736
|
|
|
21.1
|
|
|
1.2
|
|
|
(1.3
|
)
|
|||
Research and development
|
79,530
|
|
|
16.5
|
|
|
67,152
|
|
|
14.2
|
|
|
69,584
|
|
|
15.8
|
|
|
18.4
|
|
|
(3.5
|
)
|
|||
General and administrative
|
51,297
|
|
|
10.6
|
|
|
53,664
|
|
|
11.4
|
|
|
48,713
|
|
|
11.1
|
|
|
(4.4
|
)
|
|
10.2
|
|
|||
Total operating expenses
|
223,460
|
|
|
46.3
|
|
|
212,352
|
|
|
45.0
|
|
|
211,033
|
|
|
47.9
|
|
|
5.2
|
|
|
0.6
|
|
|||
Income from operations
|
212,016
|
|
|
43.9
|
|
|
211,381
|
|
|
44.8
|
|
|
179,792
|
|
|
40.8
|
|
|
0.3
|
|
|
17.6
|
|
|||
Interest income
|
808
|
|
|
0.2
|
|
|
441
|
|
|
0.1
|
|
|
487
|
|
|
0.1
|
|
|
83.2
|
|
|
(9.4
|
)
|
|||
Interest expense
|
(3,787
|
)
|
|
(0.8
|
)
|
|
(1,212
|
)
|
|
(0.3
|
)
|
|
(30
|
)
|
|
—
|
|
|
212.5
|
|
|
3,940.0
|
|
|||
Other income (expense), net
|
1,309
|
|
|
0.3
|
|
|
29
|
|
|
—
|
|
|
(778
|
)
|
|
(0.2
|
)
|
|
4,413.8
|
|
|
(103.7
|
)
|
|||
Income before provision for income taxes
|
210,346
|
|
|
43.6
|
|
|
210,639
|
|
|
44.6
|
|
|
179,471
|
|
|
40.8
|
|
|
(0.1
|
)
|
|
17.4
|
|
|||
Provision for income taxes
|
48,150
|
|
|
10.0
|
|
|
70,688
|
|
|
15.0
|
|
|
61,064
|
|
|
13.9
|
|
|
(31.9
|
)
|
|
15.8
|
|
|||
Net income
|
$
|
162,196
|
|
|
33.6
|
%
|
|
$
|
139,951
|
|
|
29.6
|
%
|
|
$
|
118,407
|
|
|
26.9
|
%
|
|
15.9
|
%
|
|
18.2
|
%
|
|
Year Ended June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
Subscription and software revenue
|
$
|
453,512
|
|
|
$
|
440,408
|
|
|
$
|
405,640
|
|
|
$
|
13,104
|
|
|
3.0
|
%
|
|
$
|
34,768
|
|
|
8.6
|
%
|
As a percent of revenue
|
93.9
|
%
|
|
93.2
|
%
|
|
92.1
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
Services and other revenue
|
$
|
29,430
|
|
|
$
|
31,936
|
|
|
$
|
34,761
|
|
|
$
|
(2,506
|
)
|
|
(7.8
|
)%
|
|
$
|
(2,825
|
)
|
|
(8.1
|
)%
|
As a percent of revenue
|
6.1
|
%
|
|
6.8
|
%
|
|
7.9
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
Cost of subscription and software revenue
|
$
|
21,051
|
|
|
$
|
20,376
|
|
|
$
|
21,165
|
|
|
$
|
675
|
|
|
3.3
|
%
|
|
$
|
(789
|
)
|
|
(3.7
|
)%
|
As a percent of revenue
|
4.4
|
%
|
|
4.3
|
%
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
Cost of services and other revenue
|
$
|
26,415
|
|
|
$
|
28,235
|
|
|
$
|
28,411
|
|
|
$
|
(1,820
|
)
|
|
(6.4
|
)%
|
|
$
|
(176
|
)
|
|
(0.6
|
)%
|
As a percent of revenue
|
5.5
|
%
|
|
6.0
|
%
|
|
6.5
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
Selling and marketing expense
|
$
|
92,633
|
|
|
$
|
91,536
|
|
|
$
|
92,736
|
|
|
$
|
1,097
|
|
|
1.2
|
%
|
|
$
|
(1,200
|
)
|
|
(1.3
|
)%
|
As a percent of revenue
|
19.2
|
%
|
|
19.4
|
%
|
|
21.1
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
Research and development expense
|
$
|
79,530
|
|
|
$
|
67,152
|
|
|
$
|
69,584
|
|
|
$
|
12,378
|
|
|
18.4
|
%
|
|
$
|
(2,432
|
)
|
|
(3.5
|
)%
|
As a percent of revenue
|
16.5
|
%
|
|
14.2
|
%
|
|
15.8
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
General and administrative expense
|
$
|
51,297
|
|
|
$
|
53,664
|
|
|
$
|
48,713
|
|
|
$
|
(2,367
|
)
|
|
(4.4
|
)%
|
|
$
|
4,951
|
|
|
10.2
|
%
|
As a percent of revenue
|
10.6
|
%
|
|
11.4
|
%
|
|
11.1
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
Interest expense
|
$
|
(3,787
|
)
|
|
$
|
(1,212
|
)
|
|
$
|
(30
|
)
|
|
$
|
(2,575
|
)
|
|
212.5
|
%
|
|
$
|
(1,182
|
)
|
|
3,940.0
|
%
|
As a percent of revenue
|
(0.8
|
)%
|
|
(0.3
|
)%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
Other income (expense), net
|
$
|
1,309
|
|
|
$
|
29
|
|
|
$
|
(778
|
)
|
|
$
|
1,280
|
|
|
4,413.8
|
%
|
|
$
|
807
|
|
|
(103.7
|
)%
|
As a percent of revenue
|
0.3
|
%
|
|
—
|
%
|
|
(0.2
|
)%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
2017 Compared to 2016
|
|
2016 Compared to 2015
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||
|
(Dollars in Thousands)
|
|||||||||||||||||||||||
Provision for income taxes
|
$
|
48,150
|
|
|
$
|
70,688
|
|
|
$
|
61,064
|
|
|
$
|
(22,538
|
)
|
|
(31.9
|
)%
|
|
$
|
9,624
|
|
|
15.8
|
Effective tax rate
|
22.9
|
%
|
|
33.6
|
%
|
|
34.0
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands)
|
||||||||||
Cash flow provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
182,386
|
|
|
$
|
153,744
|
|
|
$
|
191,985
|
|
Investing activities
|
(36,698
|
)
|
|
47,221
|
|
|
27,466
|
|
|||
Financing activities
|
(362,017
|
)
|
|
(38,659
|
)
|
|
(261,259
|
)
|
|||
Effect of exchange rates on cash balances
|
(53
|
)
|
|
(219
|
)
|
|
(1,469
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(216,382
|
)
|
|
$
|
162,087
|
|
|
$
|
(43,277
|
)
|
|
Payments due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More than 5 Years
|
||||||||||
Contractual Cash Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit agreement (1)
|
$
|
144,098
|
|
|
$
|
144,098
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases
|
43,809
|
|
|
6,240
|
|
|
15,019
|
|
|
11,058
|
|
|
11,492
|
|
|||||
Royalty obligations
|
4,769
|
|
|
3,365
|
|
|
1,225
|
|
|
85
|
|
|
94
|
|
|||||
Deferred acquisition payments
|
8,650
|
|
|
8,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other purchase obligations
|
14,913
|
|
|
8,203
|
|
|
3,679
|
|
|
2,357
|
|
|
674
|
|
|||||
Total contractual cash obligations
|
$
|
216,239
|
|
|
$
|
170,556
|
|
|
$
|
19,923
|
|
|
$
|
13,500
|
|
|
$
|
12,260
|
|
Other Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Standby letters of credit
|
$
|
2,943
|
|
|
$
|
2,675
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
268
|
|
Total commercial commitments
|
$
|
219,182
|
|
|
$
|
173,231
|
|
|
$
|
19,923
|
|
|
$
|
13,500
|
|
|
$
|
12,528
|
|
(1)
|
The $144.1 million contractual obligation related to our Credit Agreement includes $140.0 million in outstanding borrowings and $4.1 million of interest expense and commitment fees as of June 30, 2017.
|
•
|
revenue recognition;
|
•
|
accounting for income taxes; and
|
•
|
loss contingencies.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
|
Description
|
Page
|
|
ASPEN TECHNOLOGY, INC.
|
|
Date: August 10, 2017
|
By:
|
/s/ ANTONIO J. PIETRI
|
|
|
Antonio J. Pietri
President and Chief Executive Officer
|
|
|
|
Date: August 10, 2017
|
By:
|
/s/ KARL E. JOHNSEN
|
|
|
Karl E. Johnsen
Senior Vice President and
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ ANTONIO J. PIETRI
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
August 10, 2017
|
Antonio J. Pietri
|
|
|
||
|
|
|
|
|
/s/ KARL E. JOHNSEN
|
|
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
August 10, 2017
|
Karl E. Johnsen
|
|
|
||
|
|
|
|
|
/s/ ROBERT M. WHELAN, JR.
|
|
Chairman of the Board of Directors
|
|
August 10, 2017
|
Robert M. Whelan, Jr.
|
|
|
||
|
|
|
|
|
/s/ DONALD P. CASEY
|
|
Director
|
|
August 10, 2017
|
Donald P. Casey
|
|
|
||
|
|
|
|
|
/s/ GARY E. HAROIAN
|
|
Director
|
|
August 10, 2017
|
Gary E. Haroian
|
|
|
||
|
|
|
|
|
/s/ JOAN C. MCARDLE
|
|
Director
|
|
August 10, 2017
|
Joan C. McArdle
|
|
|
||
|
|
|
|
|
/s/ SIMON OREBI GANN
|
|
Director
|
|
August 10, 2017
|
Simon Orebi Gann
|
|
|
||
|
|
|
|
|
/s/ R. HALSEY WISE
|
|
Director
|
|
August 10, 2017
|
R. Halsey Wise
|
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands, Except per Share Data)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription and software
|
$
|
453,512
|
|
|
$
|
440,408
|
|
|
$
|
405,640
|
|
Services and other
|
29,430
|
|
|
31,936
|
|
|
34,761
|
|
|||
Total revenue
|
482,942
|
|
|
472,344
|
|
|
440,401
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscription and software
|
21,051
|
|
|
20,376
|
|
|
21,165
|
|
|||
Services and other
|
26,415
|
|
|
28,235
|
|
|
28,411
|
|
|||
Total cost of revenue
|
47,466
|
|
|
48,611
|
|
|
49,576
|
|
|||
Gross profit
|
435,476
|
|
|
423,733
|
|
|
390,825
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling and marketing
|
92,633
|
|
|
91,536
|
|
|
92,736
|
|
|||
Research and development
|
79,530
|
|
|
67,152
|
|
|
69,584
|
|
|||
General and administrative
|
51,297
|
|
|
53,664
|
|
|
48,713
|
|
|||
Total operating expenses
|
223,460
|
|
|
212,352
|
|
|
211,033
|
|
|||
Income from operations
|
212,016
|
|
|
211,381
|
|
|
179,792
|
|
|||
Interest income
|
808
|
|
|
441
|
|
|
487
|
|
|||
Interest (expense)
|
(3,787
|
)
|
|
(1,212
|
)
|
|
(30
|
)
|
|||
Other income (expense), net
|
1,309
|
|
|
29
|
|
|
(778
|
)
|
|||
Income before provision for income taxes
|
210,346
|
|
|
210,639
|
|
|
179,471
|
|
|||
Provision for income taxes
|
48,150
|
|
|
70,688
|
|
|
61,064
|
|
|||
Net income
|
$
|
162,196
|
|
|
$
|
139,951
|
|
|
$
|
118,407
|
|
Net income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.12
|
|
|
$
|
1.69
|
|
|
$
|
1.34
|
|
Diluted
|
$
|
2.11
|
|
|
$
|
1.68
|
|
|
$
|
1.33
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
76,491
|
|
|
82,892
|
|
|
88,398
|
|
|||
Diluted
|
76,978
|
|
|
83,309
|
|
|
89,016
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands)
|
||||||||||
Net income
|
$
|
162,196
|
|
|
$
|
139,951
|
|
|
$
|
118,407
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Net unrealized gains (losses) on available for sale securities, net of tax effects of $12 and $15 for fiscal years 2016 and 2015
|
—
|
|
|
22
|
|
|
(29
|
)
|
|||
Foreign currency translation adjustments
|
(1,192
|
)
|
|
(3,841
|
)
|
|
(2,873
|
)
|
|||
Total other comprehensive loss
|
(1,192
|
)
|
|
(3,819
|
)
|
|
(2,902
|
)
|
|||
Comprehensive income
|
$
|
161,004
|
|
|
$
|
136,132
|
|
|
$
|
115,505
|
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Thousands, Except Share and Per Share Data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
101,954
|
|
|
$
|
318,336
|
|
Short-term marketable securities
|
—
|
|
|
3,006
|
|
||
Accounts receivable, net
|
27,670
|
|
|
20,476
|
|
||
Prepaid expenses and other current assets
|
12,061
|
|
|
13,948
|
|
||
Prepaid income taxes
|
4,501
|
|
|
5,557
|
|
||
Total current assets
|
146,186
|
|
|
361,323
|
|
||
Property, equipment and leasehold improvements, net
|
13,400
|
|
|
15,825
|
|
||
Computer software development costs, net
|
667
|
|
|
720
|
|
||
Goodwill
|
51,248
|
|
|
23,438
|
|
||
Intangible assets, net
|
20,789
|
|
|
5,000
|
|
||
Non-current deferred tax assets
|
14,352
|
|
|
12,236
|
|
||
Other non-current assets
|
1,300
|
|
|
1,196
|
|
||
Total assets
|
$
|
247,942
|
|
|
$
|
419,738
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
5,467
|
|
|
$
|
3,559
|
|
Accrued expenses and other current liabilities
|
48,149
|
|
|
36,105
|
|
||
Income taxes payable
|
1,603
|
|
|
439
|
|
||
Borrowings under credit agreement
|
140,000
|
|
|
140,000
|
|
||
Current deferred revenue
|
272,024
|
|
|
252,520
|
|
||
Total current liabilities
|
467,243
|
|
|
432,623
|
|
||
Non-current deferred revenue
|
28,335
|
|
|
29,558
|
|
||
Other non-current liabilities
|
13,148
|
|
|
32,591
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Series D redeemable convertible preferred stock, $0.10 par value—Authorized—3,636 shares as of June 30, 2017 and 2016
Issued and outstanding—none as of June 30, 2017 and 2016 |
—
|
|
|
—
|
|
||
Stockholders' deficit:
|
|
|
|
||||
Common stock, $0.10 par value—Authorized—210,000,000 shares
Issued—102,567,129 shares at June 30, 2017 and 102,031,960 shares at June 30, 2016 Outstanding—73,421,153 shares at June 30, 2017 and 80,177,950 shares at June 30, 2016 |
10,257
|
|
|
10,203
|
|
||
Additional paid-in capital
|
687,479
|
|
|
659,287
|
|
||
Retained earnings (deficit)
|
156,520
|
|
|
(5,676
|
)
|
||
Accumulated other comprehensive income
|
1,459
|
|
|
2,651
|
|
||
Treasury stock, at cost—29,145,976 shares of common stock at June 30, 2017 and 21,854,010 shares at June 30, 2016
|
(1,116,499
|
)
|
|
(741,499
|
)
|
||
Total stockholders' deficit
|
(260,784
|
)
|
|
(75,034
|
)
|
||
Total liabilities and stockholders' deficit
|
$
|
247,942
|
|
|
$
|
419,738
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Deficit)
|
|
Accumulated Other Comprehensive Income
|
|
Treasury Stock
|
|
Total Stockholders' (Deficit) Equity
|
||||||||||||||||||
|
Number of Shares
|
|
$0.10 Par Value
|
|
|
|
|
Number of Shares
|
|
Cost
|
|
||||||||||||||||||
|
(Dollars in Thousands, Except Share Data)
|
||||||||||||||||||||||||||||
Balance June 30, 2014
|
101,033,740
|
|
|
$
|
10,103
|
|
|
$
|
591,324
|
|
|
$
|
(264,034
|
)
|
|
$
|
9,372
|
|
|
9,371,890
|
|
|
$
|
(263,089
|
)
|
|
$
|
83,676
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
118,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118,407
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,902
|
)
|
|
|
|
|
|
|
|
(2,902
|
)
|
||||||
Exercise of stock options
|
308,847
|
|
|
31
|
|
|
4,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
4,666
|
|
||||||
Withholding taxes related to restricted stock units net share settlement
|
264,933
|
|
|
27
|
|
|
(5,684
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,657
|
)
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,731,428
|
|
|
(298,344
|
)
|
|
(298,344
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
14,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,584
|
|
||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
37,024
|
|
|
|
|
|
|
|
|
|
|
37,024
|
|
||||||||||
Balance June 30, 2015
|
101,607,520
|
|
|
$
|
10,161
|
|
|
$
|
641,883
|
|
|
$
|
(145,627
|
)
|
|
$
|
6,470
|
|
|
17,103,318
|
|
|
$
|
(561,433
|
)
|
|
$
|
(48,546
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
139,951
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139,951
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,819
|
)
|
|
|
|
|
|
|
|
(3,819
|
)
|
||||||
Exercise of stock options
|
201,706
|
|
|
20
|
|
|
3,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
3,920
|
|
||||||
Withholding taxes related to restricted stock units net share settlement
|
222,734
|
|
|
22
|
|
|
(4,431
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,409
|
)
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,750,692
|
|
|
(180,066
|
)
|
|
(180,066
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
15,727
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,727
|
|
||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
2,208
|
|
|
|
|
|
|
|
|
|
|
2,208
|
|
||||||||||
Balance June 30, 2016
|
102,031,960
|
|
|
$
|
10,203
|
|
|
$
|
659,287
|
|
|
$
|
(5,676
|
)
|
|
$
|
2,651
|
|
|
21,854,010
|
|
|
$
|
(741,499
|
)
|
|
$
|
(75,034
|
)
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
162,196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,196
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,192
|
)
|
|
|
|
|
|
(1,192
|
)
|
||||||||
Exercise of stock options
|
332,937
|
|
|
34
|
|
|
9,239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
9,273
|
|
|||||||
Withholding taxes related to restricted stock units net share settlement
|
202,232
|
|
|
20
|
|
|
(5,812
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,792
|
)
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,291,966
|
|
|
(375,000
|
)
|
|
(375,000
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
18,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,800
|
|
||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
5,965
|
|
|
|
|
|
|
|
|
|
|
5,965
|
|
||||||||||
Balance June 30, 2017
|
102,567,129
|
|
|
$
|
10,257
|
|
|
$
|
687,479
|
|
|
$
|
156,520
|
|
|
$
|
1,459
|
|
|
29,145,976
|
|
|
$
|
(1,116,499
|
)
|
|
$
|
(260,784
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
162,196
|
|
|
$
|
139,951
|
|
|
$
|
118,407
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
6,405
|
|
|
6,061
|
|
|
6,216
|
|
|||
Net foreign currency gains
|
(1,036
|
)
|
|
(3,666
|
)
|
|
(1,552
|
)
|
|||
Stock-based compensation expense
|
18,800
|
|
|
15,727
|
|
|
14,584
|
|
|||
Deferred income taxes
|
(4,286
|
)
|
|
2,499
|
|
|
20,112
|
|
|||
Provision for (recovery from) bad debts
|
199
|
|
|
260
|
|
|
(513
|
)
|
|||
Tax benefits from stock-based compensation
|
5,965
|
|
|
2,208
|
|
|
37,024
|
|
|||
Excess tax benefits from stock-based compensation
|
(5,965
|
)
|
|
(2,208
|
)
|
|
(37,024
|
)
|
|||
Other non-cash operating activities
|
602
|
|
|
321
|
|
|
1,619
|
|
|||
Changes in assets and liabilities, excluding initial effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(7,480
|
)
|
|
9,382
|
|
|
8,028
|
|
|||
Prepaid expenses, prepaid income taxes, and other assets
|
(2,421
|
)
|
|
(6,106
|
)
|
|
4,232
|
|
|||
Accounts payable, accrued expenses, income taxes payable and other liabilities
|
(9,070
|
)
|
|
(4,489
|
)
|
|
5,933
|
|
|||
Deferred revenue
|
18,477
|
|
|
(6,196
|
)
|
|
14,919
|
|
|||
Net cash provided by operating activities
|
182,386
|
|
|
153,744
|
|
|
191,985
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of marketable securities
|
(683,748
|
)
|
|
—
|
|
|
(50,065
|
)
|
|||
Maturities of marketable securities
|
686,346
|
|
|
58,973
|
|
|
85,535
|
|
|||
Purchase of property, equipment and leasehold improvements
|
(2,720
|
)
|
|
(3,483
|
)
|
|
(7,645
|
)
|
|||
Payments for business acquisitions, net of cash acquired
|
(36,171
|
)
|
|
(8,000
|
)
|
|
—
|
|
|||
Payments for capitalized computer software costs
|
(405
|
)
|
|
(269
|
)
|
|
(359
|
)
|
|||
Net cash (used in) provided by investing activities
|
(36,698
|
)
|
|
47,221
|
|
|
27,466
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Exercise of stock options
|
9,273
|
|
|
3,924
|
|
|
4,662
|
|
|||
Repurchases of common stock
|
(371,491
|
)
|
|
(178,604
|
)
|
|
(297,246
|
)
|
|||
Payment of tax withholding obligations related to restricted stock
|
(5,764
|
)
|
|
(4,480
|
)
|
|
(5,699
|
)
|
|||
Excess tax benefits from stock-based compensation
|
5,965
|
|
|
2,208
|
|
|
37,024
|
|
|||
Proceeds from credit agreement
|
—
|
|
|
140,000
|
|
|
—
|
|
|||
Payments of credit agreement issuance costs
|
—
|
|
|
(1,707
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(362,017
|
)
|
|
(38,659
|
)
|
|
(261,259
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(53
|
)
|
|
(219
|
)
|
|
(1,469
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(216,382
|
)
|
|
162,087
|
|
|
(43,277
|
)
|
|||
Cash and cash equivalents, beginning of year
|
318,336
|
|
|
156,249
|
|
|
199,526
|
|
|||
Cash and cash equivalents, end of year
|
$
|
101,954
|
|
|
$
|
318,336
|
|
|
$
|
156,249
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Income tax paid, net
|
$
|
65,536
|
|
|
$
|
69,028
|
|
|
$
|
3,712
|
|
Interest paid
|
3,444
|
|
|
963
|
|
|
30
|
|
|||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Change in landlord improvement allowance included in leasehold improvements and deferred rent liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,064
|
|
Change in purchases of property, equipment and leasehold improvements included in accounts payable and accrued expenses
|
(47
|
)
|
|
(825
|
)
|
|
675
|
|
|||
Change in common stock repurchases included in accounts payable and accrued expenses
|
3,509
|
|
|
1,462
|
|
|
1,098
|
|
|
Gross
|
|
Allowance
|
|
Net
|
||||||
|
(Dollars in Thousands)
|
||||||||||
June 30, 2017:
|
|
|
|
|
|
||||||
Accounts Receivable
|
$
|
28,955
|
|
|
$
|
1,285
|
|
|
$
|
27,670
|
|
|
|
|
|
|
|
||||||
June 30, 2016:
|
|
|
|
|
|
||||||
Accounts Receivable
|
$
|
22,080
|
|
|
$
|
1,604
|
|
|
$
|
20,476
|
|
|
Year Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Thousands)
|
||||||
Property, equipment and leasehold improvements, at cost:
|
|
|
|
|
|
||
Computer equipment
|
$
|
8,262
|
|
|
$
|
10,387
|
|
Purchased software
|
24,091
|
|
|
23,705
|
|
||
Furniture & fixtures
|
6,805
|
|
|
6,712
|
|
||
Leasehold improvements
|
12,025
|
|
|
12,523
|
|
||
Property, equipment and leasehold improvements, at cost
|
51,183
|
|
|
53,327
|
|
||
Accumulated depreciation
|
(37,783
|
)
|
|
(37,502
|
)
|
||
Property, equipment and leasehold improvements, net
|
$
|
13,400
|
|
|
$
|
15,825
|
|
|
Amount
|
||
|
(Dollars in Thousands)
|
||
Tangible assets acquired, net
|
$
|
779
|
|
Identifiable intangible assets:
|
|
||
Developed technology
|
11,385
|
|
|
Customer relationships
|
679
|
|
|
Non-compete agreements
|
553
|
|
|
|
|
||
Goodwill
|
25,888
|
|
|
Deferred tax liabilities, net
|
(2,099
|
)
|
|
Total assets acquired
|
$
|
37,185
|
|
|
Amount
|
||
|
(Dollars in Thousands)
|
||
Tangible assets acquired, net
|
$
|
49
|
|
Identifiable intangible assets:
|
|
||
Developed technology
|
1,272
|
|
|
Customer relationships
|
753
|
|
|
In-process research and development
|
3,097
|
|
|
|
|
||
Goodwill
|
6,722
|
|
|
Deferred tax liabilities, net
|
(1,893
|
)
|
|
Total assets acquired
|
$
|
10,000
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
(Dollars in Thousands)
|
||||||||||
June 30, 2017:
|
|
|
|
|
|
||||||
Technology and patents
|
$
|
22,350
|
|
|
$
|
(3,254
|
)
|
|
$
|
19,096
|
|
Customer relationships
|
1,432
|
|
|
(169
|
)
|
|
1,263
|
|
|||
Non-compete agreements
|
553
|
|
|
(123
|
)
|
|
430
|
|
|||
Total
|
$
|
24,335
|
|
|
$
|
(3,546
|
)
|
|
$
|
20,789
|
|
June 30, 2016:
|
|
|
|
|
|
||||||
Technology and patents
|
$
|
3,696
|
|
|
$
|
(2,596
|
)
|
|
$
|
1,100
|
|
In-process research & development
|
3,200
|
|
|
—
|
|
|
3,200
|
|
|||
Customer relationships
|
700
|
|
|
—
|
|
|
700
|
|
|||
Total
|
$
|
7,596
|
|
|
$
|
(2,596
|
)
|
|
$
|
5,000
|
|
|
Gross Carrying Amount
|
|
Accumulated Impairment Losses
|
|
Effect of Currency Translation
|
|
Net Carrying Amount
|
||||||||
June 30, 2016:
|
$
|
89,007
|
|
|
$
|
(65,569
|
)
|
|
$
|
—
|
|
|
$
|
23,438
|
|
Goodwill from Mtell acquisition
|
28,160
|
|
|
—
|
|
|
—
|
|
|
28,160
|
|
||||
Goodwill from technology acquisition
|
2,000
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
||||
Subsequent Fidelis goodwill adjustment
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
||||
Subsequent Mtell goodwill adjustment
|
(2,272
|
)
|
|
—
|
|
|
—
|
|
|
(2,272
|
)
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
||||
June 30, 2017:
|
$
|
116,833
|
|
|
$
|
(65,569
|
)
|
|
$
|
(16
|
)
|
|
$
|
51,248
|
|
|
|
|
|
|
|
|
|
||||||||
|
Gross Carrying Amount
|
|
Accumulated Impairment Losses
|
|
Effect of Currency Translation
|
|
Net Carrying Amount
|
||||||||
June 30, 2015:
|
$
|
82,929
|
|
|
$
|
(65,569
|
)
|
|
$
|
—
|
|
|
$
|
17,360
|
|
Goodwill from Fidelis acquisition
|
6,784
|
|
|
—
|
|
|
—
|
|
|
6,784
|
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(706
|
)
|
|
(706
|
)
|
||||
June 30, 2016:
|
$
|
89,713
|
|
|
$
|
(65,569
|
)
|
|
$
|
(706
|
)
|
|
$
|
23,438
|
|
|
June 30,
2017 |
|
June 30,
2016 |
||||
|
(Dollars in Thousands)
|
||||||
Payroll and payroll-related
|
$
|
20,864
|
|
|
$
|
17,809
|
|
Royalties and outside commissions
|
2,733
|
|
|
2,640
|
|
||
Professional fees
|
2,216
|
|
|
1,696
|
|
||
Deferred acquisition payments
|
8,548
|
|
|
584
|
|
||
Other
|
13,788
|
|
|
13,376
|
|
||
Total accrued expenses and other current liabilities
|
$
|
48,149
|
|
|
$
|
36,105
|
|
|
June 30,
2017 |
|
June 30,
2016 |
||||
|
(Dollars in Thousands)
|
||||||
Deferred rent
|
$
|
6,916
|
|
|
$
|
6,361
|
|
Uncertain tax positions
|
3,921
|
|
|
23,535
|
|
||
Deferred acquisition payments
|
—
|
|
|
2,000
|
|
||
Other
|
2,311
|
|
|
695
|
|
||
Total other non-current liabilities
|
$
|
13,148
|
|
|
$
|
32,591
|
|
|
Year Ended June 30,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Risk-free interest rate
|
1.2
|
%
|
|
1.4
|
%
|
|
1.5
|
%
|
Expected dividend yield
|
None
|
|
|
None
|
|
|
None
|
|
Expected life (in years)
|
4.6
|
|
|
4.6
|
|
|
4.6
|
|
Expected volatility factor
|
31
|
%
|
|
34
|
%
|
|
35
|
%
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands)
|
||||||||||
Recorded as expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of service and other
|
$
|
1,477
|
|
|
$
|
1,390
|
|
|
$
|
1,351
|
|
Selling and marketing
|
3,652
|
|
|
4,351
|
|
|
3,056
|
|
|||
Research and development
|
5,806
|
|
|
3,423
|
|
|
3,881
|
|
|||
General and administrative
|
7,865
|
|
|
6,563
|
|
|
6,296
|
|
|||
Total stock-based compensation
|
$
|
18,800
|
|
|
$
|
15,727
|
|
|
$
|
14,584
|
|
|
Stock Options
|
|
Restricted Stock Units
|
||||||||||||||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
(in 000's)
|
|
Shares
|
|
Weighted
Average
Grant
Date Fair
Value
|
||||||||
Outstanding at June 30, 2016
|
1,314,142
|
|
|
$
|
32.47
|
|
|
7.23
|
|
$
|
12,340
|
|
|
493,332
|
|
|
$
|
41.06
|
|
Granted
|
482,982
|
|
|
46.31
|
|
|
|
|
|
|
|
532,656
|
|
|
46.59
|
|
|||
Settled (RSUs)
|
|
|
|
|
|
|
|
|
|
|
|
(310,074
|
)
|
|
41.71
|
|
|||
Exercised
|
(332,937
|
)
|
|
27.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cancelled / Forfeited
|
(110,629
|
)
|
|
39.40
|
|
|
|
|
|
|
|
(99,916
|
)
|
|
40.42
|
|
|||
Outstanding at June 30, 2017
|
1,353,558
|
|
|
$
|
37.98
|
|
|
7.30
|
|
$
|
23,535
|
|
|
615,998
|
|
|
$
|
45.62
|
|
Exercisable at June 30, 2017
|
808,094
|
|
|
$
|
33.04
|
|
|
6.35
|
|
$
|
17,958
|
|
|
|
|
|
|
|
|
Vested and expected to vest at June 30, 2017
|
1,288,241
|
|
|
$
|
37.61
|
|
|
7.23
|
|
$
|
22,877
|
|
|
542,323
|
|
|
$
|
45.58
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars and Shares in Thousands, Except per Share Data)
|
||||||||||
Net income
|
$
|
162,196
|
|
|
$
|
139,951
|
|
|
$
|
118,407
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
76,491
|
|
|
82,892
|
|
|
88,398
|
|
|||
Dilutive impact from:
|
|
|
|
|
|
||||||
Employee equity awards
|
487
|
|
|
417
|
|
|
618
|
|
|||
Dilutive weighted average shares outstanding
|
76,978
|
|
|
83,309
|
|
|
89,016
|
|
|||
Income per share
|
|
|
|
|
|
||||||
Basic
|
$
|
2.12
|
|
|
$
|
1.69
|
|
|
$
|
1.34
|
|
Dilutive
|
$
|
2.11
|
|
|
$
|
1.68
|
|
|
$
|
1.33
|
|
|
Year Ended June 30,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(Shares in Thousands)
|
|||||||
Employee equity awards
|
525
|
|
|
1,028
|
|
|
587
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands)
|
||||||||||
Domestic
|
$
|
202,053
|
|
|
$
|
201,885
|
|
|
$
|
175,805
|
|
Foreign
|
8,293
|
|
|
8,754
|
|
|
3,666
|
|
|||
Income before provision for income taxes
|
$
|
210,346
|
|
|
$
|
210,639
|
|
|
$
|
179,471
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands)
|
||||||||||
Federal tax provision at statutory rate
|
$
|
73,621
|
|
|
$
|
73,723
|
|
|
$
|
62,815
|
|
State income taxes
|
967
|
|
|
1,153
|
|
|
2,114
|
|
|||
Subpart F and dividend income
|
2,912
|
|
|
3,581
|
|
|
2,799
|
|
|||
Foreign taxes and rate differences
|
(206
|
)
|
|
(663
|
)
|
|
(222
|
)
|
|||
Stock-based compensation
|
991
|
|
|
1,359
|
|
|
763
|
|
|||
Tax credits
|
(6,614
|
)
|
|
(3,867
|
)
|
|
(3,562
|
)
|
|||
Tax contingencies
|
(19,645
|
)
|
|
(581
|
)
|
|
(641
|
)
|
|||
Return to provision adjustments
|
464
|
|
|
658
|
|
|
384
|
|
|||
Domestic Production Activity Deduction
|
(6,261
|
)
|
|
(4,892
|
)
|
|
(3,600
|
)
|
|||
Valuation allowance
|
1,522
|
|
|
49
|
|
|
176
|
|
|||
Other
|
399
|
|
|
168
|
|
|
38
|
|
|||
Provision for income taxes
|
$
|
48,150
|
|
|
$
|
70,688
|
|
|
$
|
61,064
|
|
|
Year Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Federal and state credits
|
$
|
2,553
|
|
|
$
|
1,270
|
|
Capital loss carryforwards
|
7,940
|
|
|
8,073
|
|
||
Net operating loss carryforwards
|
3,028
|
|
|
1,742
|
|
||
Deferred revenue
|
5,881
|
|
|
7,821
|
|
||
Other reserves and accruals
|
10,701
|
|
|
6,762
|
|
||
Intangible assets
|
1,730
|
|
|
1,616
|
|
||
Property, leasehold improvements, and other basis differences
|
2,470
|
|
|
1,853
|
|
||
Other temporary differences
|
971
|
|
|
870
|
|
||
|
35,274
|
|
|
30,007
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Deferred revenue
|
(44
|
)
|
|
(1,276
|
)
|
||
Intangible assets
|
(7,017
|
)
|
|
(2,912
|
)
|
||
Property, leasehold improvements, and other basis differences
|
(2,634
|
)
|
|
(3,305
|
)
|
||
Other temporary differences
|
—
|
|
|
(508
|
)
|
||
|
(9,695
|
)
|
|
(8,001
|
)
|
||
Valuation allowance
|
(11,259
|
)
|
|
(10,119
|
)
|
||
Net deferred tax assets
|
$
|
14,320
|
|
|
$
|
11,887
|
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands)
|
||||||||||
Uncertain tax positions, beginning of year
|
$
|
23,535
|
|
|
$
|
19,870
|
|
|
$
|
21,193
|
|
Gross (decreases) increases—tax positions in prior period
|
(19,116
|
)
|
|
67
|
|
|
238
|
|
|||
Gross increases—tax positions in current period
|
—
|
|
|
5,474
|
|
|
—
|
|
|||
Gross decreases—lapse of statutes
|
(830
|
)
|
|
(1,772
|
)
|
|
(1,024
|
)
|
|||
Currency translation adjustment
|
332
|
|
|
(104
|
)
|
|
(537
|
)
|
|||
Uncertain tax positions, end of year
|
$
|
3,921
|
|
|
$
|
23,535
|
|
|
$
|
19,870
|
|
Year Ended June 30,
|
Operating Leases
|
||
|
(Dollars in Thousands)
|
||
2018
|
$
|
6,240
|
|
2019
|
7,926
|
|
|
2020
|
7,093
|
|
|
2021
|
5,810
|
|
|
2022
|
5,248
|
|
|
Thereafter
|
11,492
|
|
|
Total
|
$
|
43,809
|
|
|
Subscription
and software |
|
Services
|
|
Total
|
||||||
|
(Dollars in Thousands)
|
||||||||||
Year Ended June 30, 2017:
|
|
|
|
|
|
|
|
|
|||
Segment revenue
|
$
|
453,512
|
|
|
$
|
29,430
|
|
|
$
|
482,942
|
|
Segment expenses(1)
|
(193,214
|
)
|
|
(26,415
|
)
|
|
(219,629
|
)
|
|||
Segment profit
|
$
|
260,298
|
|
|
$
|
3,015
|
|
|
$
|
263,313
|
|
Year Ended June 30, 2016:
|
|
|
|
|
|
|
|
|
|||
Segment revenue
|
$
|
440,408
|
|
|
$
|
31,936
|
|
|
$
|
472,344
|
|
Segment expenses(1)
|
(179,064
|
)
|
|
(28,235
|
)
|
|
(207,299
|
)
|
|||
Segment profit
|
$
|
261,344
|
|
|
$
|
3,701
|
|
|
$
|
265,045
|
|
Year Ended June 30, 2015:
|
|
|
|
|
|
|
|
|
|||
Segment revenue
|
$
|
405,640
|
|
|
$
|
34,761
|
|
|
$
|
440,401
|
|
Segment expenses(1)
|
(183,485
|
)
|
|
(28,411
|
)
|
|
(211,896
|
)
|
|||
Segment profit
|
$
|
222,155
|
|
|
$
|
6,350
|
|
|
$
|
228,505
|
|
(1)
|
Our reportable segments’ operating expenses include expenses directly attributable to the segments. Segment expenses include selling and marketing, research and development, stock-based compensation and certain corporate expenses incurred in support of the segments. Segment expenses do not include allocations of general and administrative; interest income, net; and other income (expense), net.
|
|
Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in Thousands)
|
||||||||||
Total segment profit for reportable segments
|
$
|
263,313
|
|
|
$
|
265,045
|
|
|
$
|
228,505
|
|
General and administrative
|
(51,297
|
)
|
|
(53,664
|
)
|
|
(48,713
|
)
|
|||
Other income (expense), net
|
1,309
|
|
|
29
|
|
|
(778
|
)
|
|||
Interest income (expense), net
|
(2,979
|
)
|
|
(771
|
)
|
|
457
|
|
|||
Income before provision for income taxes
|
$
|
210,346
|
|
|
$
|
210,639
|
|
|
$
|
179,471
|
|
|
Year Ended June 30,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
United States
|
37.9
|
%
|
|
35.4
|
%
|
|
34.6
|
%
|
Europe
|
28.1
|
|
|
29.6
|
|
|
30.6
|
|
Other(1)
|
34.0
|
|
|
35.0
|
|
|
34.8
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
Other consists primarily of Asia Pacific, Canada, Latin America and the Middle East.
|
|
Three Months Ended
|
||||||||||||||
|
June 30,
2017 |
|
March 31,
2017 |
|
December 31, 2016
|
|
September 30,
2016 |
||||||||
|
(Dollars and Shares in Thousands, Except per Share Data)
|
||||||||||||||
Total revenue
|
$
|
123,682
|
|
|
$
|
119,277
|
|
|
$
|
119,933
|
|
|
$
|
120,050
|
|
Gross profit
|
111,568
|
|
|
107,010
|
|
|
108,354
|
|
|
108,544
|
|
||||
Income from operations
|
48,948
|
|
|
52,273
|
|
|
56,065
|
|
|
54,730
|
|
||||
Net income
|
54,352
|
|
|
35,834
|
|
|
37,010
|
|
|
35,000
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.73
|
|
|
$
|
0.47
|
|
|
$
|
0.48
|
|
|
$
|
0.44
|
|
Diluted
|
$
|
0.73
|
|
|
$
|
0.47
|
|
|
$
|
0.48
|
|
|
$
|
0.44
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
74,294
|
|
|
75,676
|
|
|
76,905
|
|
|
79,048
|
|
||||
Diluted
|
74,830
|
|
|
76,182
|
|
|
77,318
|
|
|
79,385
|
|
|
Three Months Ended
|
||||||||||||||
|
June 30,
2016 |
|
March 31,
2016 |
|
December 31, 2015
|
|
September 30,
2015 |
||||||||
|
(Dollars and Shares in Thousands, Except per Share Data)
|
||||||||||||||
Total revenue
|
$
|
113,680
|
|
|
$
|
119,217
|
|
|
$
|
119,151
|
|
|
$
|
120,296
|
|
Gross profit
|
101,949
|
|
|
107,197
|
|
|
107,263
|
|
|
107,324
|
|
||||
Income from operations
|
48,972
|
|
|
50,681
|
|
|
56,299
|
|
|
55,429
|
|
||||
Net income
|
33,326
|
|
|
33,171
|
|
|
36,683
|
|
|
36,771
|
|
||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.41
|
|
|
$
|
0.40
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
Diluted
|
$
|
0.41
|
|
|
$
|
0.40
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
81,282
|
|
|
83,081
|
|
|
83,315
|
|
|
83,876
|
|
||||
Diluted
|
81,599
|
|
|
83,373
|
|
|
83,703
|
|
|
84,320
|
|
Exhibit Number
|
|
Description
|
|
Filed with this Form 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
Filing Date with SEC(1)
|
|
Exhibit Number
|
|||
3.1
|
|
Certificate of Incorporation of Aspen Technology, Inc., as amended
|
|
|
|
8-K
|
|
August 22, 2003
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated By-laws of Aspen Technology, Inc.
|
|
|
|
8-K
|
|
October 24, 2016
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Specimen certificate for common stock, $.10 par value, of Aspen Technology, Inc.
|
|
|
|
8-A/A
|
|
June 12, 1998
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Lease Agreement dated January 27, 2014 between RAR2-Crosby Corporate Center QRS, Inc. and Aspen Technology, Inc. regarding 20, 22 and 28 Crosby Drive, Bedford, Massachusetts
|
|
|
|
10-Q
|
|
January 30, 2014
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
System License Agreement dated March 30, 1982 between Aspen Technology, Inc. and the Massachusetts Institute of Technology
|
|
|
|
10-K
|
|
April 11, 2008
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Amendment dated March 30, 1982 to System License Agreement dated March 30, 1982 between Aspen Technology, Inc. and the Massachusetts Institute of Technology
|
|
|
|
10-K
|
|
April 11, 2008
|
|
10.5
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
Rule 2.7 Announcement, dated January 12, 2016
|
|
|
|
8-K
|
|
January 19, 2016
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
364-Day Bridge Credit Agreement, dated as of January 12, 2016, among Aspen Technology, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC, as sole lead arranger and sole bookrunner
|
|
|
|
8-K
|
|
January 19, 2016
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
Credit Agreement, dated as of February 26, 2016, among Aspen Technology, Inc., as borrower, the lenders, co-documentation agents and issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and joint bookrunner, and Silicon Valley Bank, as syndication agent, joint lead arranger and joint bookrunner
|
|
|
|
8-K
|
|
February 29, 2016
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Incremental Facility Amendment, dated as of August 9, 2017, to the Credit Agreement dated as of February 26, 2016 among Aspen Technology, Inc. as borrower, the lenders, JPMorgan Chase Bank, N.A. as administrative agent and issuing bank, and certain other Lenders acting in such capacity from time to time, as issuing banks
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Master Confirmation-Accelerated Share Repurchase Dated August 29, 2016, with J.P. Morgan Securities, as agent for JP Morgan Chase Bank
|
|
|
|
8-K
|
|
August 30, 2016
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
Filed with this Form 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
Filing Date with SEC(1)
|
|
Exhibit Number
|
|||
10.9
|
|
Stock Purchase Agreement dated October 26, 2016 by and among AspenTech Holding Corporation, Mtelligence Corporation, each of the stockholders and key sellers of Mtelligence Corporation, and Cito Capital Corporation
|
|
|
|
10-Q
|
|
October 27, 2016
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
10.10^
|
|
Aspen Technology, Inc. 2005 Stock Incentive Plan (as amended)
|
|
|
|
10-K
|
|
November 9, 2009
|
|
10.39
|
|
|
|
|
|
|
|
|
|
|
|
10.11^
|
|
Form of Terms and Conditions of Stock Option Agreement granted under Aspen Technology, Inc. 2005 Stock Incentive Plan
|
|
|
|
10-Q
|
|
November 14, 2006
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
10.12^
|
|
Form of Restricted Stock Unit Agreement granted under Aspen Technology, Inc. 2005 Stock Incentive Plan
|
|
|
|
10-Q
|
|
November 14, 2006
|
|
10.9
|
|
|
|
|
|
|
|
|
|
|
|
10.13^
|
|
Form of Restricted Stock Unit Agreement—G granted under Aspen Technology, Inc. 2005 Stock Incentive Plan
|
|
|
|
10-Q
|
|
November 14, 2006
|
|
10.10
|
|
|
|
|
|
|
|
|
|
|
|
10.14^
|
|
Terms and Conditions of Restricted Stock Unit Agreement granted under 2005 Stock Incentive Plan
|
|
|
|
10-K
|
|
November 9, 2009
|
|
10.43
|
|
|
|
|
|
|
|
|
|
|
|
10.15^
|
|
Aspen Technology, Inc. 2010 Equity Incentive Plan
|
|
|
|
8-K
|
|
April 21, 2010
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.16^
|
|
Form of Terms and Conditions of Restricted Stock Unit Agreement granted under Aspen Technology, Inc. 2010 Equity Incentive Plan
|
|
|
|
10-K
|
|
September 2, 2010
|
|
10.42
|
|
|
|
|
|
|
|
|
|
|
|
10.17^
|
|
Form of Terms and Conditions of Stock Option Agreement Granted under Aspen Technology, Inc. 2010 Equity Incentive Plan
|
|
|
|
10-K
|
|
September 2, 2010
|
|
10.43
|
|
|
|
|
|
|
|
|
|
|
|
10.18^
|
|
Aspen Technology, Inc. 2016 Omnibus Incentive Plan
|
|
|
|
10-Q
|
|
October 27, 2016
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
10.19^
|
|
Form of Terms and Conditions of Restricted Stock Unit Agreement Granted Under Aspen Technology Inc. 2016 Omnibus Incentive Plan
|
|
|
|
10-Q
|
|
January 26, 2017
|
|
10.2^
|
|
|
|
|
|
|
|
|
|
|
|
10.20^
|
|
Form of Terms and Conditions of Stock Option Agreement Granted Under Aspen Technology Inc. 2016 Omnibus Incentive Plan
|
|
|
|
10-Q
|
|
January 26, 2017
|
|
10.3^
|
|
|
|
|
|
|
|
|
|
|
|
10.21^
|
|
Aspen Technology, Inc. Executive Annual Incentive Bonus Plan (Fiscal Year 2015)
|
|
|
|
8-K
|
|
July 25, 2014
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.22^
|
|
Aspen Technology, Inc. Executive Annual Incentive Bonus Plan (Fiscal Year 2016)
|
|
|
|
8-K
|
|
July 24, 2015
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.23^
|
|
Aspen Technology, Inc. Executive Annual Bonus Plan (Fiscal Year 2017)
|
|
|
|
8-K
|
|
July 22, 2016
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.24^
|
|
Aspen Technology, Inc. Executive Annual Bonus Plan (Fiscal Year 2017)
(Correction of the exhibit filed as Exhibit 10.1 of the 8-K filed on July 22, 2016, in which Growth in Annual Spend was referred to as Growth in License Annual Spend)
|
|
|
|
10-Q
|
|
October 27, 2016
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
Filed with this Form 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
Filing Date with SEC(1)
|
|
Exhibit Number
|
|||
10.25^
|
|
Aspen Technology, Inc. Executive Annual Incentive Bonus Plan (Fiscal Year 2018)
|
|
|
|
8-K
|
|
July 19, 2017
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.26^
|
|
Form of Amended and Restated Executive Retention Agreement entered into by Aspen Technology, Inc. and each executive officer of Aspen Technology, Inc. (other than Antonio J. Pietri)
|
|
|
|
10-K
|
|
August 13, 2014
|
|
10.29
|
|
|
|
|
|
|
|
|
|
|
|
10.27^
|
|
Amended and Restated Executive Retention Agreement dated July 1, 2013 entered into by Aspen Technology, Inc. and Antonio J. Pietri
|
|
|
|
10-K
|
|
August 15, 2013
|
|
10.29
|
|
|
|
|
|
|
|
|
|
|
|
10.28^
|
|
Form of Confidentiality and Non-Competition Agreement of Aspen Technology, Inc.
|
|
|
|
10-K
|
|
April 11, 2008
|
|
10.45
|
|
|
|
|
|
|
|
|
|
|
|
10.29^
|
|
Non-Competition and Non-Solicitation Agreement dated July 1, 2013 entered into by Aspen Technology, Inc. and Antonio J. Pietri
|
|
|
|
10-K
|
|
August 15, 2013
|
|
10.30
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of Aspen Technology, Inc.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of KPMG LLP
|
|
X
|
|
|
|
|
|
|
|
|
|
|
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31.1
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Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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X
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31.2
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Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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X
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32.1*
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Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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X
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101.INS
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Instance Document
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X
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101.SCH
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XBRL Taxonomy Extension Schema Document
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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X
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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X
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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X
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(1)
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The SEC File No. is 001-34630 for Exhibits 10.11 through 10.13; and 10.15 through 10.16, inclusive. The SEC File No. for all other exhibits is 000-24786.
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^
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Management contract or compensatory plan or arrangement
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*
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The certification attached as Exhibit 32.1 that accompanies this Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Aspen Technology, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
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