Deltek Systems, Inc.
(www.deltek.com)
Ticker:DLTK 8280 Greensboro Drive
Exchange:NASDAQ-National Market Mclean, VA 22102
Industry:High-Tech (SIC Code 7371) (703) 734-8606

Offering Information
Type of Shares:Common Shares Filing Date:12/19/96
U.S. Shares:2,900,000 Offer Date:2/25/97
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:1,700,000 Offer Price:$11.00
Secondary Shares:1,200,000 Gross Spread:$0.77
Offering Amount: $34,800,000 Selling:$0.43
Expenses:$800,000 Reallowance:$0.10
Shares Out After:16,862,750

Primary Underwriting Group
ManagerTierPhone
Montgomery SecuritiesLead Manager (415) 627-2100
William Blair & CompanyCo-manager (312) 364-8990

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Gray Cary Ware & Freidenrich
Bank's Law Firm: Brobeck, Phleger & Harrison
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$26.85$24.37$18.52Assets:$18.38
Net Income:$6.24$3.88$4.18Curr Assets:
EPS:$0.40$0.25Liabilities:$11.19
Prior EPS:$10.31$8.17Curr Liabilities:
Cash Flow/Oper:$10.67Equity:$7.19
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, develops, sells and supports a family of integrated software products that provide project-oriented businesses with tools to more effectively manage, operate and grow their operations. The company's products address the enterprise-level needs of project-oriented businesses and allow these organizations to manage financial and project accounting, compute costs and revenues on a project-by-project basis, submit accurate and detailed bills, comply with complex industry-specific and regulatory requirements, administer employee time collection, labor costing and payroll, automate materials management functions, and empower their managers with timely and pertinent information. The company also provides a full range of consulting and maintenance services to assist its customers with system implementation and integration and to provide training and ongoing support for the company's software products.

Competition
The business application software market, including the market for client/server-based business software systems, is intensely competitive and rapidly changing. The company's products are targeted toward a wide range of project-oriented organizations, and the competition that the company encounters varies depending upon the customer's size, industry and specific system requirements. For larger Costpoint implementations, the company's principal competitors include Oracle, PeopleSoft and SAP.

Business Plan
The company's objective is to strengthen its position as a leading supplier of enterprise-level software systems for project oriented organizations. The company's strategy includes the following key elements: 1) target additional project-oriented market; 2) leverage large installed customer base; 3) expand and enhance product line; 4) maintain technological leadership; 5) differentiate through superior service.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and other general corporate purposes, including potential acquisitions.

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