United States securities and exchange commission logo
February 27, 2023
Chantelle Breithaupt
Chief Financial Officer
Aspen Technology, Inc.
20 Crosby Drive
Bedford, Massachusetts 01730
Re: Aspen Technology,
Inc.
Form 10-KT for the
Transition Period from October 1, 2021 to June 30, 2022
Form 10-Q for the
Quarterly Periods Ended December 31, 2022
File No. 001-41400
Dear Chantelle Breithaupt:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-Q for the Fiscal Quarters Ended December 31, 2022
Notes to Unaudited Consolidated and Combined Financial Statements
14. Segment Information, page 19
1. Tell us why you believe
you now have a single operating and reporting segment. We note
based on your
discussion on page 27 that you continue to track gross profit and operating
expenses by three
segments. Your response should address specific guidance in ASC
280. In addition,
address the following:
Provide us with
details about your management structure and how your company is
organized.
Describe the role
of your CODM and each of the individuals reporting to the CODM.
Identify and
describe the role of each of your segment managers.
Describe the key
operating decisions, who makes these decisions, how performance
is assessed and
how resources are allocated within your business.
Tell us how often
the CODM meets with his direct reports, the financial information
Chantelle Breithaupt
Aspen Technology, Inc.
February 27, 2023
Page 2
the CODM reviews in conjunction with those meetings, and the
other participants at
those meetings.
Explain how budgets are prepared, who approves the budget at
each step of the
process, the level of detail discussed at each step, and the
level at which the CODM
makes changes to the budget.
Describe the basis for determining the compensation for each
individual that reports
to the CODM.
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Annual Contract Value, page 21
2. Based on your description of Annual Contract Value on page 22, this
measure appears to
meet the definition of a Non-GAAP measure. Tell us how you considered
Reg 10(e) of
Regulation S-K. Please also apply this comment to your Annual Spend
measure disclosed
on page 35 of your Form 10-KT.
Non-GAAP Business Metrics, page 23
3. We note that your measure of free cash flow excludes acquisition
related payments. Tell
us how you considered Item 10(e)(1)(ii)(A) of Regulation S-K, which
prohibits the
exclusion of charges or liabilities that require, or may require, cash
settlement from a
liquidity measure. Please explain or revise to remove such adjustment.
Cash Balance Sheet and Cash Flows, page 29
4. Where you present and discuss free cash flow, also present and discuss
its most directly
comparable GAAP financial measure, cash provided by (used in)
operating activities,
with equal or greater prominence. Refer to Item 10(e)(1)(i) of
Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Inessa Kessman, Senior Staff Accountant, at
202-551-3371 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have any questions.
FirstName LastNameChantelle Breithaupt Sincerely,
Comapany NameAspen Technology, Inc.
Division of
Corporation Finance
February 27, 2023 Page 2 Office of
Technology
FirstName LastName