x
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QUARTERLY 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
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04-3219960
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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275 Technology Drive, Canonsburg, PA
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15317
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Page No.
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March 31,
2013 |
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December 31,
2012 |
||||
(in thousands, except share and per share data)
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(Unaudited)
|
|
(Audited)
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
650,993
|
|
|
$
|
576,703
|
|
Short-term investments
|
488
|
|
|
452
|
|
||
Accounts receivable, less allowance for doubtful accounts of $4,800
|
80,291
|
|
|
96,598
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|
||
Other receivables and current assets
|
183,806
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|
|
216,268
|
|
||
Deferred income taxes
|
16,030
|
|
|
23,338
|
|
||
Total current assets
|
931,608
|
|
|
913,359
|
|
||
Property and equipment, net
|
50,822
|
|
|
52,253
|
|
||
Goodwill
|
1,250,038
|
|
|
1,251,247
|
|
||
Other intangible assets, net
|
331,938
|
|
|
351,173
|
|
||
Other long-term assets
|
19,594
|
|
|
24,393
|
|
||
Deferred income taxes
|
15,700
|
|
|
14,992
|
|
||
Total assets
|
$
|
2,599,700
|
|
|
$
|
2,607,417
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
26,574
|
|
|
$
|
53,149
|
|
Accounts payable
|
3,387
|
|
|
4,924
|
|
||
Accrued bonuses and commissions
|
15,984
|
|
|
42,601
|
|
||
Accrued income taxes
|
6,674
|
|
|
8,182
|
|
||
Deferred income taxes
|
727
|
|
|
1,409
|
|
||
Other accrued expenses and liabilities
|
59,159
|
|
|
61,329
|
|
||
Deferred revenue
|
306,801
|
|
|
305,793
|
|
||
Total current liabilities
|
419,306
|
|
|
477,387
|
|
||
Long-term liabilities:
|
|
|
|
||||
Deferred income taxes
|
83,652
|
|
|
92,822
|
|
||
Other long-term liabilities
|
90,854
|
|
|
96,917
|
|
||
Total long-term liabilities
|
174,506
|
|
|
189,739
|
|
||
Commitments and contingencies
|
|
|
|
|
|
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Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value; 2,000,000 shares authorized; zero shares issued or outstanding
|
—
|
|
|
—
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|
||
Common stock, $.01 par value; 300,000,000 shares authorized; 93,201,905 shares issued
|
932
|
|
|
932
|
|
||
Additional paid-in capital
|
916,336
|
|
|
927,368
|
|
||
Retained earnings
|
1,090,514
|
|
|
1,039,491
|
|
||
Treasury stock, at cost: 24,251 and 536,231 shares, respectively
|
(1,620
|
)
|
|
(36,151
|
)
|
||
Accumulated other comprehensive (loss) income
|
(274
|
)
|
|
8,651
|
|
||
Total stockholders’ equity
|
2,005,888
|
|
|
1,940,291
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,599,700
|
|
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$
|
2,607,417
|
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Three Months Ended
|
||||||
(in thousands, except per share data)
|
March 31,
2013 |
|
March 31,
2012 |
||||
Revenue:
|
|
|
|
||||
Software licenses
|
$
|
118,875
|
|
|
$
|
113,554
|
|
Maintenance and service
|
78,857
|
|
|
71,791
|
|
||
Total revenue
|
197,732
|
|
|
185,345
|
|
||
Cost of sales:
|
|
|
|
||||
Software licenses
|
6,965
|
|
|
5,996
|
|
||
Amortization
|
9,874
|
|
|
10,214
|
|
||
Maintenance and service
|
19,395
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|
|
18,132
|
|
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Total cost of sales
|
36,234
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|
|
34,342
|
|
||
Gross profit
|
161,498
|
|
|
151,003
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
50,013
|
|
|
45,249
|
|
||
Research and development
|
36,007
|
|
|
31,501
|
|
||
Amortization
|
5,929
|
|
|
6,425
|
|
||
Total operating expenses
|
91,949
|
|
|
83,175
|
|
||
Operating income
|
69,549
|
|
|
67,828
|
|
||
Interest expense
|
(371
|
)
|
|
(818
|
)
|
||
Interest income
|
732
|
|
|
901
|
|
||
Other expense, net
|
(321
|
)
|
|
(616
|
)
|
||
Income before income tax provision
|
69,589
|
|
|
67,295
|
|
||
Income tax provision
|
18,566
|
|
|
21,756
|
|
||
Net income
|
$
|
51,023
|
|
|
$
|
45,539
|
|
Earnings per share – basic:
|
|
|
|
||||
Basic earnings per share
|
$
|
0.55
|
|
|
$
|
0.49
|
|
Weighted average shares – basic
|
92,908
|
|
|
92,817
|
|
||
Earnings per share – diluted:
|
|
|
|
||||
Diluted earnings per share
|
$
|
0.54
|
|
|
$
|
0.48
|
|
Weighted average shares – diluted
|
95,166
|
|
|
95,190
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
March 31,
2013 |
|
March 31,
2012 |
||||
Net income
|
$
|
51,023
|
|
|
$
|
45,539
|
|
Other comprehensive loss, net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
(8,925
|
)
|
|
(72
|
)
|
||
Comprehensive income
|
$
|
42,098
|
|
|
$
|
45,467
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
March 31,
2013 |
|
March 31,
2012 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
51,023
|
|
|
$
|
45,539
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
20,683
|
|
|
20,712
|
|
||
Deferred income tax (benefit) expense
|
(885
|
)
|
|
1,789
|
|
||
Provision for bad debts
|
290
|
|
|
3
|
|
||
Stock-based compensation expense
|
8,787
|
|
|
7,802
|
|
||
Excess tax benefits from stock options
|
(4,767
|
)
|
|
(3,872
|
)
|
||
Other
|
39
|
|
|
13
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
15,140
|
|
|
5,632
|
|
||
Other receivables and current assets
|
(7,166
|
)
|
|
(14,129
|
)
|
||
Other long-term assets
|
139
|
|
|
5,365
|
|
||
Accounts payable, accrued expenses and current liabilities
|
(28,408
|
)
|
|
(22,054
|
)
|
||
Accrued income taxes
|
3,418
|
|
|
6,955
|
|
||
Deferred revenue
|
34,691
|
|
|
28,916
|
|
||
Other long-term liabilities
|
2,450
|
|
|
926
|
|
||
Net cash provided by operating activities
|
95,434
|
|
|
83,597
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(4,087
|
)
|
|
(4,743
|
)
|
||
Purchases of short-term investments
|
(46
|
)
|
|
(69
|
)
|
||
Maturities of short-term investments
|
16
|
|
|
68
|
|
||
Net cash used in investing activities
|
(4,117
|
)
|
|
(4,744
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Principal payments on long-term debt
|
(26,575
|
)
|
|
(10,630
|
)
|
||
Principal payments on capital leases
|
—
|
|
|
(9
|
)
|
||
Restricted stock withholding taxes paid in lieu of issued shares
|
(4,269
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock under Employee Stock Purchase Plan
|
1,274
|
|
|
1,116
|
|
||
Proceeds from exercise of stock options
|
12,920
|
|
|
8,053
|
|
||
Excess tax benefits from stock options
|
4,767
|
|
|
3,872
|
|
||
Net cash (used in) provided by financing activities
|
(11,883
|
)
|
|
2,402
|
|
||
Effect of exchange rate fluctuations on cash and cash equivalents
|
(5,144
|
)
|
|
4,763
|
|
||
Net increase in cash and cash equivalents
|
74,290
|
|
|
86,018
|
|
||
Cash and cash equivalents, beginning of period
|
576,703
|
|
|
471,828
|
|
||
Cash and cash equivalents, end of period
|
$
|
650,993
|
|
|
$
|
557,846
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Income taxes paid
|
$
|
4,911
|
|
|
$
|
13,023
|
|
Interest paid
|
140
|
|
|
452
|
|
1.
|
Organization
|
2.
|
Accounting Policies
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||
(in thousands, except percentages)
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
||||
Cash accounts
|
$
|
396,816
|
|
|
61.0
|
|
$
|
369,724
|
|
|
64.1
|
Money market mutual funds
|
254,177
|
|
|
39.0
|
|
206,979
|
|
|
35.9
|
||
Total
|
$
|
650,993
|
|
|
|
|
$
|
576,703
|
|
|
|
3.
|
Acquisitions
|
(in thousands)
|
|
||
Cash
|
$
|
58,150
|
|
(in thousands)
|
|
||
Cash
|
$
|
13,075
|
|
Accounts receivable and other tangible assets
|
4,737
|
|
|
Customer relationships (12-year life)
|
21,421
|
|
|
Developed software (10-year life)
|
10,717
|
|
|
Platform trade name (indefinite life)
|
2,695
|
|
|
Accounts payable and other liabilities
|
(4,936
|
)
|
|
Deferred revenue
|
(1,139
|
)
|
|
Net deferred tax liabilities
|
(9,286
|
)
|
|
Total identifiable net assets
|
$
|
37,284
|
|
Goodwill
|
$
|
20,866
|
|
4.
|
Other Current Assets
|
5.
|
Uncertain Tax Positions
|
6.
|
Earnings Per Share
|
|
Three Months Ended
|
||||||
(in thousands, except per share data)
|
March 31,
2013 |
|
March 31,
2012 |
||||
Net income
|
$
|
51,023
|
|
|
$
|
45,539
|
|
Weighted average shares outstanding – basic
|
92,908
|
|
|
92,817
|
|
||
Dilutive effect of stock plans
|
2,258
|
|
|
2,373
|
|
||
Weighted average shares outstanding – diluted
|
95,166
|
|
|
95,190
|
|
||
Basic earnings per share
|
$
|
0.55
|
|
|
$
|
0.49
|
|
Diluted earnings per share
|
$
|
0.54
|
|
|
$
|
0.48
|
|
Anti-dilutive options
|
1,118
|
|
|
1,530
|
|
7.
|
Long-Term Debt
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2013
|
|
March 31, 2012
|
||||||||||||
(in thousands)
|
Interest
Expense
|
|
Amortization
|
|
Interest
Expense
|
|
Amortization
|
||||||||
July 31, 2008 term loan
|
$
|
139
|
|
|
$
|
92
|
|
|
$
|
428
|
|
|
$
|
204
|
|
8.
|
Goodwill and Intangible Assets
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||
(in thousands)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||||
Developed software and core technologies (7 – 10 years)
|
$
|
297,926
|
|
|
$
|
(182,774
|
)
|
|
$
|
298,802
|
|
|
$
|
(175,988
|
)
|
Customer lists and contract backlog (3 – 15 years)
|
235,910
|
|
|
(103,707
|
)
|
|
241,721
|
|
|
(100,702
|
)
|
||||
Trade names (6 – 10 years)
|
102,557
|
|
|
(43,038
|
)
|
|
102,629
|
|
|
(40,436
|
)
|
||||
Total
|
$
|
636,393
|
|
|
$
|
(329,519
|
)
|
|
$
|
643,152
|
|
|
$
|
(317,126
|
)
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trade names
|
$
|
25,064
|
|
|
|
|
$
|
25,147
|
|
|
|
9.
|
Fair Value Measurement
|
•
|
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
•
|
Level 2: quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; or
|
•
|
Level 3: unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
||||||||||||
(in thousands)
|
March 31,
2013 |
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
254,177
|
|
|
$
|
254,177
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments
|
$
|
488
|
|
|
$
|
—
|
|
|
$
|
488
|
|
|
$
|
—
|
|
Foreign currency future
|
$
|
168
|
|
|
$
|
—
|
|
|
$
|
168
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
(6,467
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,467
|
)
|
Deferred compensation
|
$
|
(1,400
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,400
|
)
|
|
Fair Value Measurement Using
Significant Unobservable Inputs
|
||||||
(in thousands)
|
Contingent
Consideration
|
|
Deferred
Compensation
|
||||
Balance as of January 1, 2013
|
$
|
6,436
|
|
|
$
|
1,394
|
|
Interest expense included in earnings
|
31
|
|
|
6
|
|
||
Balance as of March 31, 2013
|
$
|
6,467
|
|
|
$
|
1,400
|
|
10.
|
Geographic Information
|
(in thousands)
|
March 31,
2013 |
|
December 31,
2012 |
||||
United States
|
$
|
36,316
|
|
|
$
|
36,716
|
|
India
|
3,352
|
|
|
3,392
|
|
||
United Kingdom
|
3,214
|
|
|
3,532
|
|
||
France
|
2,189
|
|
|
2,378
|
|
||
Germany
|
2,107
|
|
|
2,087
|
|
||
Japan
|
1,035
|
|
|
1,253
|
|
||
Canada
|
658
|
|
|
753
|
|
||
Other European
|
1,040
|
|
|
1,173
|
|
||
Other international
|
911
|
|
|
969
|
|
||
Total property and equipment
|
$
|
50,822
|
|
|
$
|
52,253
|
|
11.
|
Stock-based Compensation
|
|
Three Months Ended
|
||||||
(in thousands, except per share data)
|
March 31,
2013 |
|
March 31,
2012 |
||||
Cost of sales:
|
|
|
|
||||
Software licenses
|
$
|
343
|
|
|
$
|
368
|
|
Maintenance and service
|
584
|
|
|
559
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
4,196
|
|
|
3,639
|
|
||
Research and development
|
3,664
|
|
|
3,236
|
|
||
Stock-based compensation expense before taxes
|
8,787
|
|
|
7,802
|
|
||
Related income tax benefits
|
(3,396
|
)
|
|
(2,245
|
)
|
||
Stock-based compensation expense, net of taxes
|
$
|
5,391
|
|
|
$
|
5,557
|
|
Net impact on earnings per share
|
|
|
|
||||
Basic earnings per share
|
$
|
(0.06
|
)
|
|
$
|
(0.06
|
)
|
Diluted earnings per share
|
$
|
(0.06
|
)
|
|
$
|
(0.06
|
)
|
12.
|
Contingencies and Commitments
|
13.
|
New Accounting Guidance
|
•
|
The Company’s expectation that it will continue to make targeted investments in its global sales and marketing organization and its global business infrastructure to enhance major account sales activities and to support its worldwide sales distribution and marketing strategies, and the business in general.
|
•
|
The Company’s intentions related to investments in research and development, particularly as it relates to expanding the capabilities of its flagship products and other products within its broad portfolio of simulation software, evolution of its ANSYS
®
Workbench
™
platform, HPC capabilities, robust design and ongoing integration.
|
•
|
The Company’s plans related to future capital spending.
|
•
|
The Company’s intentions regarding its hybrid sales and distribution model.
|
•
|
The sufficiency of existing cash and cash equivalent balances to meet future working capital, capital expenditure and debt service requirements.
|
•
|
The Company’s assessment of the ultimate liabilities arising from various investigations, claims and legal proceedings.
|
•
|
The Company’s statement regarding the competitive position and strength of its software products.
|
•
|
The Company’s statement regarding increased exposure to volatility of foreign exchange rates.
|
•
|
The Company’s intentions related to investments in complementary companies, products, services and technologies.
|
•
|
The Company’s expectations regarding the impact of the merger of its Japan subsidiaries on future income tax expense and cash flows from operations.
|
•
|
The Company’s estimates regarding the expected impact on reported revenue related to the acquisition accounting treatment of deferred revenue.
|
•
|
The Company’s estimation that it is probable the key member of Apache’s management will remain an employee of ANSYS on each of the first three anniversaries of the acquisition closing date.
|
•
|
The Company's belief that there is potential growth in simulation sales to the biomedical and healthcare industries.
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
(in thousands, except percentages)
|
2013
|
|
2012
|
|
Amount
|
|
%
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Lease licenses
|
$
|
72,911
|
|
|
$
|
66,783
|
|
|
$
|
6,128
|
|
|
9.2
|
|
Perpetual licenses
|
45,964
|
|
|
46,771
|
|
|
(807
|
)
|
|
(1.7
|
)
|
|||
Software licenses
|
118,875
|
|
|
113,554
|
|
|
5,321
|
|
|
4.7
|
|
|||
Maintenance
|
73,644
|
|
|
66,116
|
|
|
7,528
|
|
|
11.4
|
|
|||
Service
|
5,213
|
|
|
5,675
|
|
|
(462
|
)
|
|
(8.1
|
)
|
|||
Maintenance and service
|
78,857
|
|
|
71,791
|
|
|
7,066
|
|
|
9.8
|
|
|||
Total revenue
|
$
|
197,732
|
|
|
$
|
185,345
|
|
|
$
|
12,387
|
|
|
6.7
|
|
|
Balance at March 31, 2013
|
||||||||||
(in thousands)
|
Total
|
|
Current
|
|
Long-Term
|
||||||
Deferred revenue
|
$
|
317,483
|
|
|
$
|
306,801
|
|
|
$
|
10,682
|
|
Backlog
|
81,219
|
|
|
33,428
|
|
|
47,791
|
|
|||
Total
|
$
|
398,702
|
|
|
$
|
340,229
|
|
|
$
|
58,473
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||||||
2013
|
|
2012
|
|
Change
|
||||||||||||||
(in thousands, except percentages)
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
%
|
|||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software licenses
|
$
|
6,965
|
|
|
3.5
|
|
$
|
5,996
|
|
|
3.2
|
|
$
|
969
|
|
|
16.2
|
|
Amortization
|
9,874
|
|
|
5.0
|
|
10,214
|
|
|
5.5
|
|
(340
|
)
|
|
(3.3
|
)
|
|||
Maintenance and service
|
19,395
|
|
|
9.8
|
|
18,132
|
|
|
9.8
|
|
1,263
|
|
|
7.0
|
|
|||
Total cost of sales
|
36,234
|
|
|
18.3
|
|
34,342
|
|
|
18.5
|
|
1,892
|
|
|
5.5
|
|
|||
Gross profit
|
$
|
161,498
|
|
|
81.7
|
|
$
|
151,003
|
|
|
81.5
|
|
$
|
10,495
|
|
|
7.0
|
|
•
|
Increased third-party royalties of $400,000.
|
•
|
Increased salaries and other headcount-related costs of $400,000.
|
•
|
Increased salaries and other headcount-related costs of $600,000.
|
•
|
Increased third-party technical support costs of $400,000.
|
•
|
Esterel-related maintenance and service costs of $300,000.
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||||||
2013
|
|
2012
|
|
Change
|
||||||||||||||
(in thousands, except percentages)
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
%
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
$
|
50,013
|
|
|
25.3
|
|
$
|
45,249
|
|
|
24.4
|
|
$
|
4,764
|
|
|
10.5
|
|
Research and development
|
36,007
|
|
|
18.2
|
|
31,501
|
|
|
17.0
|
|
4,506
|
|
|
14.3
|
|
|||
Amortization
|
5,929
|
|
|
3.0
|
|
6,425
|
|
|
3.5
|
|
(496
|
)
|
|
(7.7
|
)
|
|||
Total operating expenses
|
$
|
91,949
|
|
|
46.5
|
|
$
|
83,175
|
|
|
44.9
|
|
$
|
8,774
|
|
|
10.5
|
|
•
|
Esterel-related selling, general and administrative expenses of $2.4 million.
|
•
|
Increased salaries and other headcount-related costs of $2.1 million.
|
•
|
Increased third-party commissions of $900,000.
|
•
|
Increased stock-based compensation expense of $600,000.
|
•
|
Decreased incentive compensation of $1.1 million.
|
•
|
Increased salaries and other headcount-related costs of $2.8 million.
|
•
|
Esterel-related research and development expenses of $900,000.
|
•
|
Increased stock-based compensation expense of $400,000.
|
|
Three Months Ended
|
||||||
(in thousands)
|
March 31,
2013 |
|
March 31,
2012 |
||||
Term loan
|
$
|
139
|
|
|
$
|
428
|
|
Amortization of debt financing costs
|
92
|
|
|
204
|
|
||
Discounted obligations
|
122
|
|
|
158
|
|
||
Other
|
18
|
|
|
28
|
|
||
Total interest expense
|
$
|
371
|
|
|
$
|
818
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
March 31, 2013
|
|
March 31, 2012
|
||||||||||||||||||||
(in thousands, except percentages and per share data)
|
As
Reported
|
|
Adjustments
|
|
Non-GAAP
Results
|
|
As
Reported
|
|
Adjustments
|
|
Non-GAAP
Results
|
||||||||||||
Total revenue
|
$
|
197,732
|
|
|
$
|
1,788
|
|
(1)
|
$
|
199,520
|
|
|
$
|
185,345
|
|
|
$
|
2,152
|
|
(4)
|
$
|
187,497
|
|
Operating income
|
69,549
|
|
|
26,556
|
|
(2)
|
96,105
|
|
|
67,828
|
|
|
26,593
|
|
(5)
|
94,421
|
|
||||||
Operating profit margin
|
35.2
|
%
|
|
|
|
48.2
|
%
|
|
36.6
|
%
|
|
|
|
50.4
|
%
|
||||||||
Net income
|
$
|
51,023
|
|
|
$
|
16,729
|
|
(3)
|
$
|
67,752
|
|
|
$
|
45,539
|
|
|
$
|
17,396
|
|
(6)
|
$
|
62,935
|
|
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings per share
|
$
|
0.54
|
|
|
|
|
$
|
0.71
|
|
|
$
|
0.48
|
|
|
|
|
$
|
0.66
|
|
||||
Weighted average shares – diluted
|
95,166
|
|
|
|
|
95,166
|
|
|
95,190
|
|
|
|
|
95,190
|
|
(1)
|
Amount represents the revenue not reported during the period as a result of the acquisition accounting adjustment associated with accounting for deferred revenue in business combinations.
|
(2)
|
Amount represents
$15.8 million
of amortization expense associated with intangible assets acquired in business combinations,
$8.8 million
of stock-based compensation expense, the
$1.8 million
adjustment to revenue as reflected in (1) above and
$0.2 million
of acquisition-related transaction expenses.
|
(3)
|
Amount represents the impact of the adjustments to operating income referred to in (2) above, adjusted for the related income tax impact of
$9.8 million
.
|
(4)
|
Amount represents the revenue not reported during the period as a result of the acquisition accounting adjustment associated with accounting for deferred revenue in business combinations.
|
(5)
|
Amount represents
$16.6 million
of amortization expense associated with intangible assets acquired in business combinations,
$7.8 million
of stock-based compensation expense and the
$2.2 million
adjustment to revenue as reflected in (4) above.
|
(6)
|
Amount represents the impact of the adjustments to operating income referred to in (5) above, adjusted for the related income tax impact of
$9.2 million
.
|
•
|
An
$8.7 million
increase
in cash flows from operating assets and liabilities whereby these fluctuations produced a net cash inflow of
$20.3 million
during the
three
months ended
March 31, 2013
as compared to
$11.6 million
during the
three
months ended
March 31, 2012
.
|
•
|
An
increase
in net income of
$5.5 million
from
$45.5 million
for the
three
months ended
March 31, 2012
to
$51.0 million
for the
three
months ended
March 31, 2013
.
|
•
|
A
decrease
in other non-cash operating adjustments of
$2.3 million
from
$26.4 million
for the
three
months ended
March 31, 2012
to
$24.1 million
for the
three
months ended
March 31, 2013
.
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2013
|
|
March 31, 2012
|
||||||||||||
(in thousands)
|
Interest
Expense
|
|
Amortization
|
|
Interest
Expense
|
|
Amortization
|
||||||||
July 31, 2008 term loan
|
$
|
139
|
|
|
$
|
92
|
|
|
$
|
428
|
|
|
$
|
204
|
|
|
Average Exchange Rates
|
|||||||
Three Months Ended
|
EUR/USD
|
|
GBP/USD
|
|
USD/JPY
|
|||
March 31, 2012
|
1.312
|
|
|
1.572
|
|
|
79.275
|
|
June 30, 2012
|
1.283
|
|
|
1.562
|
|
|
80.087
|
|
September 30, 2012
|
1.252
|
|
|
1.581
|
|
|
78.600
|
|
December 31, 2012
|
1.298
|
|
|
1.606
|
|
|
81.264
|
|
March 31, 2013
|
1.320
|
|
|
1.550
|
|
|
92.335
|
|
Exhibit No.
|
|
Exhibit
|
|
10.1
|
|
|
Form of Employee Non-Qualified Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan.*
|
|
|
||
10.2
|
|
|
Form of Employee Director Non-Qualified Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan.*
|
|
|
||
10.3
|
|
|
Form of Non-Employee Director Non-Qualified Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan.*
|
|
|
||
10.4
|
|
|
Form of Non-Qualified Option Transfer Acknowledgment under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan.*
|
|
|
||
10.5
|
|
|
Form of Indemnification Agreement between ANSYS, Inc. and Non-Employee Directors (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed March 20, 2013, and incorporated herein by reference).
|
|
|
||
15
|
|
|
Independent Registered Public Accountant’s Letter Regarding Unaudited Financial Information.
|
|
|
||
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
||
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
||
32.1
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
||
32.2
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
||
101.INS
|
|
|
XBRL Instance Document
|
|
|
||
101.SCH
|
|
|
XBRL Taxonomy Extension Schema
|
|
|
||
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
||
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
||
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
||
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Indicates management contract or compensatory plan, contract or arrangement.
|
|
|
ANSYS, Inc.
|
|
|
|
|
|
Date:
|
May 2, 2013
|
By:
|
/s/
James E. Cashman III
|
|
|
|
James E. Cashman III
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Date:
|
May 2, 2013
|
By:
|
/s/
Maria T. Shields
|
|
|
|
Maria T. Shields
|
|
|
|
Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ANSYS, Inc. (“ANSYS”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of ANSYS as of, and for, the periods presented in this report;
|
4.
|
ANSYS’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for ANSYS and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to ANSYS, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of ANSYS’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in ANSYS’s internal control over financial reporting that occurred during ANSYS’s most recent fiscal quarter (ANSYS’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, ANSYS’s internal control over financial reporting; and
|
5.
|
ANSYS’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to ANSYS’s auditors and the audit committee of ANSYS’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ANSYS’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in ANSYS’s internal control over financial reporting.
|
Date:
|
May 2, 2013
|
/s/
James E. Cashman III
|
|
|
James E. Cashman III
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ANSYS, Inc. (“ANSYS”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of ANSYS as of, and for, the periods presented in this report;
|
4.
|
ANSYS’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for ANSYS and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to ANSYS, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of ANSYS’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in ANSYS’s internal control over financial reporting that occurred during ANSYS’s most recent fiscal quarter (ANSYS’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, ANSYS’s internal control over financial reporting; and
|
5.
|
ANSYS’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to ANSYS’s auditors and the audit committee of ANSYS’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ANSYS’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in ANSYS’s internal control over financial reporting.
|
Date:
|
May 2, 2013
|
/s/ Maria T. Shields
|
|
|
Maria T. Shields
|
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/
James E. Cashman III
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James E. Cashman III
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President and Chief Executive Officer
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May 2, 2013
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(1)
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The Report fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/
Maria T. Shields
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Maria T. Shields
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Chief Financial Officer
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May 2, 2013
|