0000929940false00009299402022-01-262022-01-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________________

 FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  January 26, 2022
 
ASPEN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
 
Delaware   001-34630   04-2739697
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
 
20 Crosby Drive, Bedford, MA   01730
(Address of principal executive offices)   (Zip Code)
 
Registrant’s telephone number, including area code: (781) 221-6400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common stock, $0.10 par value per share AZPN The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 






Item 2.02. Results of Operations and Financial Condition.

On January 26, 2022, we issued a press release announcing financial results for the second quarter of fiscal year 2022, ended December 31, 2021. The full text of the press release issued in connection with this announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.

(d)                                 Exhibits.
 
Exhibit No.   Description
     
99.1  













































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 26, 2022
By: /s/ Chantelle Breithaupt
    Chantelle Breithaupt
    Senior Vice President and Chief Financial Officer
(Principal Financial Officer)


 


Exhibit 99.1
ASPENTECHNOLOGYLOGOA61A.JPG

Contacts:     
Media Contact  Investor Contact
Len Dieterle  Brian Denyeau
Aspen Technology  ICR for Aspen Technology
 +1 781-221-4291  +1 646-277-1251
len.dieterle@aspentech.com  brian.denyeau@icrinc.com

Aspen Technology Announces Financial Results for the
Second Quarter of Fiscal 2022

Bedford, Mass. – January 26, 2022 - Aspen Technology, Inc. (AspenTech) (NASDAQ: AZPN), a global leader in asset optimization software, today announced financial results for its second-quarter of fiscal year 2022, ended December 31, 2021.
    
“AspenTech delivered strong second quarter results that reflected continued improvement in both customer demand and business conditions in many of our key end markets, which supports our increased outlook for annual spend growth for fiscal 2022. We are confident that the strategic imperative for our customers to operate assets more efficiently and sustainably will drive increased spend that will generate double-digit growth for AspenTech over time.”

Pietri continued, “We are on track to close the proposed transaction with Emerson in our fourth fiscal quarter. We remain excited by the opportunities for the new AspenTech to enable customers to improve the safety, sustainability, reliability and efficiency of their assets. The combination of talented individuals and leading software products and solutions in the OSI and Geological Simulation Software businesses will strengthen AspenTech and collectively enhance our unique ability to improve the profitability and sustainability of our customers. We are also confident this transaction will generate attractive financial performance and significant value for our shareholders over the long-term.”

Second Quarter and Fiscal Year 2022 Recent Business Highlights    

Annual spend, which the company defines as the annualized value of all term license and maintenance contracts at the end of the quarter, was $640 million at the end of the second quarter of fiscal 2022, which increased 6.0% compared to the second quarter of fiscal 2021 and 1.7% sequentially.

AspenTech repurchased approximately 439,000 shares of its common stock for $65 million in the second quarter of fiscal 2022.

Summary of Second Quarter Fiscal Year 2022 Financial Results

AspenTech’s total revenue of $171.4 million included:

License revenue, which represents the portion of a term license agreement allocated to the initial license, was $116.1 million in the second quarter of fiscal 2022, compared to $180.2 million in the second quarter of fiscal 2021.

Maintenance revenue, which represents the portion of the term license agreement related to ongoing support and the right to future product enhancements, was $48.4 million in the second quarter of fiscal 2022, compared to $46.8 million in the second quarter of fiscal 2021.

Services and other revenue was $6.9 million in the second quarter of fiscal 2022, compared to $6.7 million in the second quarter of fiscal 2021.




For the quarter ended December 31, 2021, AspenTech reported income from operations of $68.5 million, compared to income from operations of $149.5 million in the second quarter of fiscal 2021.

Net income was $61.9 million for the quarter ended December 31, 2021, leading to net income per share of $0.92, compared to net income per share of $1.89 in the same period last fiscal year.

Non-GAAP income from operations was $92.2 million for the second quarter of fiscal 2022, compared to non-GAAP income from operations of $162.2 million in the same period last fiscal year. Non-GAAP net income was $80.6 million, or $1.20 per share, for the second quarter of fiscal 2022, compared to non-GAAP net income of $139.3 million, or $2.04 per share, in the same period last fiscal year. These non-GAAP results add back the impact of stock-based compensation expense, amortization of intangibles and acquisition and integration planning related fees. A reconciliation of GAAP to non-GAAP results is presented in the financial tables included in this press release.

AspenTech had cash and cash equivalents of $211.4 million and total borrowings, net of debt issuance costs, of $285.2 million at December 31, 2021.

During the second quarter, the company generated $41.3 million in cash flow from operations and $51.9 million in free cash flow. Free cash flow is calculated as net cash provided by operating activities adjusted for the net impact of: purchases of property, equipment and leasehold improvements; payments for capitalized computer software development costs, and other nonrecurring items, such as acquisition and integration planning related payments.

Business Outlook
Based on information as of today, January 26, 2022, AspenTech is issuing the following guidance for fiscal year 2022:

Annual spend growth of 7-8% year-over-year
Free cash flow of $280 to $290 million
Total bookings of $814 to $840 million
Total revenue of $737 to $754 million
GAAP total expense of $413 to $418 million
Non-GAAP total expense of $340 to $345 million
GAAP operating income of $324 to $336 million
Non-GAAP operating income of $397 to $409 million
GAAP net income of $295 to $306 million
Non-GAAP net income of $353 to $364 million
GAAP net income per share of $4.37 to $4.53
Non-GAAP net income per share of $5.23 to $5.39

The above guidance does not give effect to the proposed transaction with Emerson, which, if completed, is expected to close during fiscal 2022. These statements are forward-looking and actual results may differ materially. Refer to the Forward-Looking Statements safe harbor below for information on the factors that could cause AspenTech’s actual results to differ materially from these forward-looking statements.

Use of Non-GAAP Financial Measures

This press release contains “non-GAAP financial measures” under the rules of the U.S. Securities and Exchange Commission. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. This non-GAAP information supplements, and is not intended to represent a measure of performance in accordance with, disclosures required by generally accepted accounting principles, or GAAP. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. A reconciliation of GAAP to non-GAAP results is included in the financial tables included in this press release.

Management considers both GAAP and non-GAAP financial results in managing AspenTech’s business. As the result of adoption of new licensing models, management believes that a number of AspenTech’s performance indicators based on GAAP, including revenue, gross profit, operating income and net income, should be viewed in conjunction with certain non-GAAP and other business measures in assessing AspenTech’s performance, growth and financial condition. Accordingly, management utilizes a number of non-GAAP and other business metrics, including the non-GAAP metrics set forth in this press release, to track AspenTech’s business performance. None of these non-GAAP metrics should be considered as an alternative to any measure of financial performance calculated in accordance with GAAP.



Conference Call and Webcast

AspenTech will host a conference call and webcast today, January 26, 2022, at 4:30 p.m. (Eastern Time), to discuss the company’s financial results for the second-quarter fiscal year 2022 as well as the company’s business outlook. The live dial-in number is (866) 471-3828 or (678) 509-7573, conference ID code 9639977. Interested parties may also listen to a live webcast of the call by logging on to the Investor Relations section of AspenTech’s website, http://ir.aspentech.com/events-and-presentations, and clicking on the “webcast” link. A replay of the call will be archived on AspenTech’s website and will also be available via telephone at (855) 859-2056 or (404) 537-3406, conference ID code 9639977, through February 2, 2022.

About AspenTech

Aspen Technology (AspenTech) is a global leader in asset optimization software. Its solutions address complex, industrial environments where it is critical to optimize the asset design, operation and maintenance lifecycle. AspenTech uniquely combines decades of process modelling expertise with artificial intelligence. Its purpose-built software platform automates knowledge work and builds sustainable competitive advantage by delivering high returns over the entire asset lifecycle. As a result, companies in capital-intensive industries can maximize uptime and push the limits of performance, running their assets safer, greener, longer and faster. Visit AspenTech.com to find out more.

© 2022 Aspen Technology, Inc. AspenTech and the Aspen leaf logo are trademarks of Aspen Technology, Inc.

Forward-Looking Statements

The second and third paragraph of this press release as well as the Business Outlook section contain forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the pending transaction with Emerson. The forward-looking statements regarding the pending transaction with Emerson include: the expected timing and structure of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits of the transaction, such as improved synergies, growth potential, business plans, expanded portfolio, financial performance and strength; the position of the new AspenTech following completion of the transaction; and any assumptions underlying any of the foregoing. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates or expectations will be achieved and therefore, actual results may differ materially from any plans, estimates or expectations in such forward-looking statements.

Actual results may vary significantly from AspenTech’s expectations based on a number of risks and uncertainties, including, without limitation: delays or reductions in demand for AspenTech solutions due to the COVID-19 pandemic; AspenTech’s failure to increase usage and product adoption of aspenONE offerings or grow the aspenONE APM business, and failure to continue to provide innovative, market-leading solutions; declines in the demand for, or usage of, aspenONE software for any reason, including declines due to adverse changes in the process or other capital-intensive industries and materially reduced industry spending budgets due to the drop in demand for oil due to the COVID-19 pandemic; unfavorable economic and market conditions or a lessening demand in the market for asset process optimization software, including materially reduced industry spending budgets due to the significant drop in oil prices arising from drop in demand due to the COVID-19 pandemic; risks of foreign operations or transacting business with customers outside the United States; risks of competition; and other risk factors described from time to time in AspenTech’s periodic reports filed with the Securities and Exchange Commission.

Important factors that could cause actual results relating to the pending transaction with Emerson to differ materially from AspenTech’s plans, estimates or expectations regarding the transaction include, among others: (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by AspenTech’s stockholders may not be obtained; (2) the risk that the transaction may not be completed in the time frame expected by AspenTech or Emerson, or at all; (3) unexpected costs, charges or expenses resulting from the transaction; (4) uncertainty of the expected financial performance of the new AspenTech (“New AspenTech”) following completion of the transaction; (5) failure to realize the anticipated benefits of the transaction, including as a result of delay in completing the transaction or integrating the industrial software business of Emerson with AspenTech’s business; (6) the ability of New AspenTech to implement its business strategy; (7) difficulties and delays in achieving revenue and cost synergies of New AspenTech; (8) inability to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the transaction; (10) potential litigation in connection with the transaction or other settlements or investigations that may affect



the timing or occurrence of the transaction or result in significant costs of defense, indemnification and liability; (11) AspenTech’s ability and the ability of Emerson and New AspenTech to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic; (12) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (13) the risk that disruptions from the transaction will harm Emerson’s and AspenTech’s business, including current plans and operations; (14) certain restrictions during the pendency of the transaction that may impact Emerson’s or AspenTech’s ability to pursue certain business opportunities or strategic transactions; (15) AspenTech’s, Emerson’s and new AspenTech’s ability to meet expectations regarding the accounting and tax treatments of the transaction; and (16) other risk factors as detailed from time to time in Emerson’s and AspenTech’s reports filed with the SEC, including Emerson’s and AspenTech’s annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC.

While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

AspenTech cannot guarantee any future results, levels of activity, performance, or achievements. AspenTech expressly disclaims any obligation to update forward-looking statements after the date of this press release.

© 2022 Aspen Technology, Inc. AspenTech, aspenONE, asset optimization and the Aspen leaf logo are trademarks of Aspen Technology, Inc. All rights reserved. All other trademarks are property of their respective owners.




ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited in Thousands, Except per Share Data)
Three Months Ended
December 31,
Six Months Ended
December 31,
2021 2020 2021 2020
Revenue:
License $ 116,111  $ 180,170  $ 197,215  $ 242,029 
Maintenance 48,385  46,818  96,598  93,676 
Services and other 6,860  6,730  13,563  12,984 
Total revenue 171,356  233,718  307,376  348,689 
Cost of revenue:
License 2,340  2,238  4,802  4,374 
Maintenance 4,352  4,128  8,914  8,892 
Services and other 8,204  7,949  16,063  16,515 
Total cost of revenue 14,896  14,315  29,779  29,781 
Gross profit 156,460  219,403  277,597  318,908 
Operating expenses:
Selling and marketing 30,630  26,575  60,111  51,747 
Research and development 25,414  22,172  52,271  44,702 
General and administrative 31,927  21,203  56,848  38,836 
Total operating expenses 87,971  69,950  169,230  135,285 
Income from operations 68,489  149,453  108,367  183,623 
Interest income 8,695  9,304  17,359  17,973 
Interest (expense) (1,518) (2,049) (3,054) (4,144)
Other (expense), net (1,757) (333) (2,629) (1,802)
Income before income taxes 73,909  156,375  120,043  195,650 
Provision for income taxes 12,045  27,223  18,780  33,787 
Net income $ 61,864  $ 129,152  $ 101,263  $ 161,863 
Net income per common share:
Basic $ 0.93  $ 1.91  $ 1.51  $ 2.39 
Diluted $ 0.92  $ 1.89  $ 1.50  $ 2.37 
Weighted average shares outstanding:
Basic 66,775  67,780  66,888  67,754 
Diluted 67,249  68,400  67,337  68,360 




ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited in Thousands, Except Share and Per Share Data)
December 31,
2021
June 30,
2021
ASSETS
Current assets:
Cash and cash equivalents $ 211,399  $ 379,853 
Accounts receivable, net 35,696  52,502 
Current contract assets, net 324,710  308,607 
Prepaid expenses and other current assets 13,401  12,716 
Prepaid income taxes 2,696  14,639 
Total current assets 587,902  768,317 
Property, equipment and leasehold improvements, net 4,741  5,610 
Computer software development costs, net 1,202  1,461 
Goodwill 156,626  159,852 
Intangible assets, net 39,602  44,327 
Non-current contract assets, net 448,331  407,180 
Contract costs 29,679  29,056 
Operating lease right-of-use assets 29,984  32,539 
Deferred tax assets 2,145  2,121 
Other non-current assets 3,718  3,537 
Total assets $ 1,303,930  $ 1,454,000 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 4,666  $ 4,367 
Accrued expenses and other current liabilities 44,637  50,575 
Current operating lease liabilities 7,511  6,751 
Income taxes payable 42,457  3,444 
Current borrowings 24,000  20,000 
Current deferred revenue 49,464  56,393 
Total current liabilities 172,735  141,530 
Non-current deferred revenue 9,478  11,732 
Deferred income tax liabilities 139,914  193,360 
Non-current operating lease liabilities 26,481  29,699 
Non-current borrowings, net 261,177  273,162 
Other non-current liabilities 2,341  3,760 
Commitments and contingencies
Series D redeemable convertible preferred stock, $0.10 par value—
Authorized— 3,636 shares as of December 31, 2021 and June 30, 2021
Issued and outstanding— none as of December 31, 2021 and June 30, 2021
—  — 
Stockholders’ equity:
Common stock, $0.10 par value— Authorized—210,000,000 shares
Issued— 104,793,030 shares at December 31, 2021 and 104,543,414 shares at June 30, 2021
Outstanding— 66,656,349 shares at December 31, 2021 and 67,912,160 shares at June 30, 2021
10,480  10,455 
Additional paid-in capital 828,780  819,642 
Retained earnings 1,879,396  1,778,133 
Accumulated other comprehensive income 4,336  9,026 
Treasury stock, at cost—38,136,681 shares of common stock at December 31, 2021 and 36,631,254 shares at June 30, 2021 (2,031,188) (1,816,499)
Total stockholders’ equity 691,804  800,757 
Total liabilities and stockholders’ equity $ 1,303,930  $ 1,454,000 



ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited in Thousands)
Three Months Ended
December 31,
Six Months Ended
December 31,
2021 2020 2021 2020
Cash flows from operating activities:
Net income $ 61,864  $ 129,152  $ 101,263  $ 161,863 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 2,688  2,523  5,471  4,857 
Reduction in the carrying amount of right-of-use assets 2,643  2,414  5,109  4,779 
Net foreign currency losses 1,556  591  2,307  2,054 
Stock-based compensation 7,866  9,096  17,956  15,364 
Deferred income taxes (87) 171  (53,439) 212 
Provision for receivables 395  1,616  1,477  4,736 
Other non-cash operating activities 441  205  772  407 
Changes in assets and liabilities:
Accounts receivable 3,121  6,129  15,311  8,372 
Contract assets, net (29,504) (116,007) (59,058) (123,373)
Contract costs (367) 37  (623) 321 
Lease liabilities (2,597) (2,572) (5,158) (5,235)
Prepaid expenses, prepaid income taxes, and other assets 2,625  1,942  12,415  42 
Accounts payable, accrued expenses, income taxes payable and other liabilities (5,119) (1,558) 39,267  (7,063)
Deferred revenue (4,268) 4,100  (9,126) 6,954 
Net cash provided by operating activities 41,257  37,839  73,944  74,290 
Cash flows from investing activities:
Purchases of property, equipment and leasehold improvements (406) (345) (659) (522)
Payments for business acquisitions, net of cash acquired —  (15,943) —  (15,943)
Payments for (refund from) equity method investments (234) 168  (584) (166)
Payments for capitalized computer software development costs (152) (89) (330) (895)
Net cash used in investing activities (792) (16,209) (1,573) (17,526)
Cash flows from financing activities:
Issuance of shares of common stock 12,916  2,846  14,307  3,114 
Repurchases of common stock (79,690) —  (234,043) — 
Payments of tax withholding obligations related to restricted stock (4,243) (2,279) (10,296) (4,107)
Deferred business acquisition payments (1,210) —  (1,220) — 
Repayments of amounts borrowed (4,000) (123,182) (8,000) (127,182)
Payments of debt issuance costs (402) —  (402) — 
Net cash used in financing activities (76,629) (122,615) (239,654) (128,175)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (613) 876  (1,171) 1,104 
(Decrease) in cash, cash equivalents, and restricted cash (36,777) (100,109) (168,454) (70,307)
Cash and cash equivalents, beginning of period 248,176  317,598  379,853  287,796 
Cash, cash equivalents, and restricted cash, end of period $ 211,399  $ 217,489  $ 211,399  $ 217,489 
Supplemental disclosure of cash flow information:
Income taxes paid, net $ 18,428  $ 27,965  $ 21,246  $ 30,668 
Interest paid 1,305  2,096  2,638  4,217 
Supplemental disclosure of non-cash activities:
Change in purchases of property, equipment and leasehold improvements included in accounts payable and accrued expenses $ 11  $ (224) $ (107) $ 57 
Change in repurchases of common stock included in accounts payable and accrued expenses —  —  (4,353) — 
Lease liabilities arising from obtaining right-of-use assets 169  1,068  1,632  1,291 




December 31,
2021
December 31,
2020
Reconciliation to amounts within the unaudited consolidated balance sheets: (Dollars in Thousands)
Cash and cash equivalents $ 211,399  $ 217,487 
Restricted cash included in other non-current assets — 
Cash, cash equivalents, and restricted cash, end of period $ 211,399  $ 217,489 

ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Results of Operations and Cash Flows
(Unaudited in Thousands, Except per Share Data)
Three Months Ended
December 31,
Six Months Ended
December 31,
2021 2020 2021 2020
Total expenses
GAAP total expenses (a) $ 102,867  $ 84,265  $ 199,009  $ 165,066 
Less:
Stock-based compensation (b) (7,866) (9,096) (17,956) (15,364)
Amortization of intangibles (2,033) (1,865) (4,077) (3,610)
Acquisition and integration planning related fees (13,787) (1,821) (17,143) (2,384)
Non-GAAP total expenses $ 79,181  $ 71,483  $ 159,833  $ 143,708 
Income from operations
GAAP income from operations $ 68,489  $ 149,453  $ 108,367  $ 183,623 
Plus:
Stock-based compensation (b) 7,866  9,096  17,956  15,364 
Amortization of intangibles 2,033  1,865  4,077  3,610 
Acquisition and integration planning related fees 13,787  1,821  17,143  2,384 
Non-GAAP income from operations $ 92,175  $ 162,235  $ 147,543  $ 204,981 
Net income
GAAP net income $ 61,864  $ 129,152  $ 101,263  $ 161,863 
Plus:
Stock-based compensation (b) 7,866  9,096  17,956  15,364 
Amortization of intangibles 2,033  1,865  4,077  3,610 
Acquisition and integration planning related fees 13,787  1,821  17,143  2,384 
Less:
Income tax effect on Non-GAAP items (c) (4,974) (2,684) (8,227) (4,485)
Non-GAAP net income $ 80,576  $ 139,250  $ 132,212  $ 178,736 
Diluted income per share
GAAP diluted income per share $ 0.92  $ 1.89  $ 1.50  $ 2.37 
Plus:
Stock-based compensation (b) 0.12  0.13  0.27  0.23 
Amortization of intangibles 0.03  0.03  0.06  0.05 
Acquisition and integration planning related fees 0.21  0.03  0.25  0.03 
Less:
Income tax effect on Non-GAAP items (c) (0.08) (0.04) (0.12) (0.07)



Non-GAAP diluted income per share $ 1.20  $ 2.04  $ 1.96  $ 2.61 
Shares used in computing Non-GAAP diluted income per share 67,249  68,400  67,337  68,360 
Three Months Ended
December 31,
Six Months Ended
December 31,
2021 2020 2021 2020
Free Cash Flow
Net cash provided by operating activities (GAAP) $ 41,257  $ 37,839  $ 73,944  $ 74,290 
Purchases of property, equipment and leasehold improvements (406) (345) (659) (522)
Payments for capitalized computer software development costs (152) (89) (330) (895)
Acquisition and integration planning related payments 11,223  616  12,000  907 
Free cash flow (non-GAAP) $ 51,922  $ 38,021  $ 84,955  $ 73,780 
(a) GAAP total expenses
Three Months Ended
December 31,
Six Months Ended
December 31,
2021 2020 2021 2020
Total costs of revenue $ 14,896  $ 14,315  $ 29,779  $ 29,781 
Total operating expenses 87,971  69,950  169,230  135,285 
GAAP total expenses $ 102,867  $ 84,265  $ 199,009  $ 165,066 
(b) Stock-based compensation expense was as follows:
Three Months Ended
December 31,
Six Months Ended
December 31,
2021 2020 2021 2020
Cost of maintenance $ 149  $ 122  $ 354  $ 438 
Cost of services and other 226  351  506  801 
Selling and marketing 1,774  1,612  3,637  2,856 
Research and development 1,734  2,449  3,732  4,171 
General and administrative 3,983  4,562  9,727  7,098 
Total stock-based compensation $ 7,866  $ 9,096  $ 17,956  $ 15,364 
(c) The income tax effect on non-GAAP items for the three and six-months ended December 31, 2021 and 2020, respectively, is calculated utilizing the Company’s statutory tax rate of 21 percent.






ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES
Reconciliation of Forward-Looking Guidance Range
(Unaudited in Thousands, Except per Share Data)
Twelve Months Ended June 30, 2022 (a)
Range
Low High
Guidance - Total expenses
GAAP - total expenses $ 413,000  $ 418,000 
Less:
Stock-based compensation (33,000) (33,000)
Amortization of intangibles (8,000) (8,000)
Acquisition and integration planning related fees (32,000) (32,000)
Non-GAAP - total expenses $ 340,000  $ 345,000 
Guidance - Income from operations
GAAP - income from operations $ 324,000  $ 336,000 
Plus:
Stock-based compensation 33,000  33,000 
Amortization of intangibles 8,000  8,000 
Acquisition and integration planning related fees 32,000  32,000 
Non-GAAP - income from operations $ 397,000  $ 409,000 
Guidance - Net income and diluted income per share
GAAP - net income and diluted income per share $ 295,000  $ 4.37  $ 306,000  $ 4.53 
Plus:
Stock-based compensation 33,000  33,000 
Amortization of intangibles 8,000  8,000 
Acquisition and integration planning related fees 32,000  32,000 
Less:
Income tax effect on Non-GAAP items (b) (15,000) (15,000)
Non-GAAP - net income and diluted income per share $ 353,000  $ 5.23  $ 364,000  $ 5.39 
Shares used in computing guidance for Non-GAAP diluted income per share 67,500 67,500
Guidance - Free Cash Flow
GAAP - Net cash provided by operating activities $ 251,200  $ 261,200 
Less:
Purchases of property, equipment and leasehold improvements (3,000) (3,000)
Payments for capitalized computer software development costs (200) (200)
Plus:
Acquisition and integration planning related payments 32,000 32,000
Free cash flow expectation (non-GAAP) $ 280,000  $ 290,000 
(a) Rounded amount used, except per share data.
(b) The income tax effect on non-GAAP items for the twelve months ended June 30, 2022 is calculated utilizing the Company’s statutory tax rate of 21 percent.