Ansoft (NASDAQ:ANST)
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Ansoft Corporation (NASDAQ: ANST) today announced financial results for
its fourth quarter of fiscal 2008 ended April 30, 2008.
Information Dissemination
PLEASE NOTE: In light of the press release issued on March 31,
2008, announcing the signing of a definitive agreement relating to the
acquisition of Ansoft Corporation by ANSYS Inc., there will be no
conference call to discuss the results of the fourth fiscal quarter of
2008.
Results for the Fourth Quarter and Fiscal Year 2008
Revenue for the fourth quarter totaled $33.9 million, an increase of
19%, compared to $28.6 million reported in the previous fiscal year's
fourth quarter.
On a non-GAAP basis, net income for the fourth quarter was $10.7
million, or $0.43 per diluted share, compared to net income of $8.7
million, or $0.33 per diluted share in the previous fiscal year’s
fourth quarter, representing a 30% increase in diluted earnings per
share. Non-GAAP net income excludes merger-related expenses, net of
taxes, stock-based compensation, net of taxes, and amortization of
intangibles from acquisitions, net of taxes. See “Discussion
of Non-GAAP Financial Measures” below for
further information.
On a GAAP basis, net income for the fourth quarter was $8.5 million, or
$0.34 per diluted share, compared to GAAP net income of $7.9 million, or
$0.30 per diluted share in the previous fiscal year's fourth quarter.
Current quarter results include $1.7 million, or $0.07 per diluted share
in merger-related expenses.
“We experienced revenue growth in both
domestic and international markets and in both product lines,”
said Nicholas Csendes, Ansoft’s president and
CEO. “We are pleased to have had such a strong
finish to our fiscal year with nearly 20% growth in revenue during the
fourth quarter.”
Csendes noted, “On March 31, 2008, we
announced that Ansoft and ANSYS had signed a definitive agreement for
ANSYS to acquire Ansoft. We believe there are strong synergies between
the two companies and are very excited about the combination. In light
of the proposed transaction, we will not be providing guidance for
future periods.”
Revenue for the fiscal year totaled $103.4 million, an increase of 16%
compared to $89.1 million reported in the previous fiscal year.
On a non-GAAP basis, net income for the fiscal year was $27.6 million,
or $1.09 per diluted share, compared to net income of $23.1 million, or
$0.88 per diluted share in the previous fiscal year, representing a 24%
increase in diluted earnings per share. Results for the previous fiscal
year include a tax benefit of $0.9 million, or $0.03 per diluted share,
for the U.S. Research and Development Tax Credit enacted retroactive by
Congress in December 2006 that relates to credits earned in fiscal year
2006.
On a GAAP basis, net income for the fiscal year was $24.1 million, or
$0.95 per diluted share, compared to GAAP net income of $20.2 million,
or $0.77 per diluted share in the previous fiscal year. Current year
results include $1.7 million, or $0.07 per diluted share in
merger-related expenses. Results for the previous fiscal year include a
tax benefit of $0.9 million, or $0.03 per diluted share for the U.S.
Research and Development Tax Credit enacted retroactive by Congress in
December 2006 that relates to credits earned in fiscal year 2006.
Discussion of Non-GAAP Financial Measures
We utilize a number of different financial measures, both GAAP and
non-GAAP, in analyzing and assessing the overall performance of our
business and in making operating decisions. We consider the use of the
non-GAAP measures to be helpful in assessing the performance of the
continuing operations of our business. By continuing operations, we mean
the ongoing revenue and expenses of the business excluding certain items
that render comparisons with prior periods or analysis of ongoing
operating trends more difficult, such as expenses not directly related
to the actual cash costs of development, sale, delivery or support of
our products and services.
Consistent with this approach, we believe that providing the non-GAAP
information to investors, in addition to the GAAP presentation, allows
investors to view our financial results in the way management views the
operating results. We further believe that providing this information
allows investors to not only better understand our financial performance
but, more importantly, to evaluate the efficacy of the methodology and
information used by management to evaluate and measure such performance.
While management uses these non-GAAP financial measures as a tool to
enhance their understanding of certain aspects of our financial
performance, management does not consider these measures to be a
substitute for, or superior to, the information provided by GAAP
financial measures. Further, investors are cautioned that there are
material limitations associated with the use of non-GAAP financial
measures as an analytical tool. In particular, some of the adjustments
to our GAAP financial measures reflect the inclusion or exclusion of
items that are recurring and will be reflected in our financial results
for the foreseeable future.
In addition, other companies, including other companies in our industry,
may calculate non-GAAP net income (loss) differently than we do,
limiting its usefulness as a comparative tool. Management compensates
for these limitations by providing specific information regarding the
GAAP amounts included and excluded from the non-GAAP financial measures.
In addition, management evaluates the non-GAAP financial measures
together with the most directly comparable GAAP financial information.
A detailed explanation of each of the adjustments to the non-GAAP
financial measures we use is described below. This press release also
contains a reconciliation of each of these non-GAAP financial measures
to its most comparable GAAP financial measure.
Amortization of intangibles from acquisitions and its related tax
impact. We incur amortization expense related to various
acquisitions we have made over the years. Management excludes these
expenses and their related tax impact for the purpose of calculating
non-GAAP net income and non-GAAP diluted earnings per share when it
evaluates our continuing operational performance because these costs are
fixed at the time of an acquisition, are then amortized over a period of
several years after the acquisition and generally cannot be changed or
influenced by management after the acquisition. Accordingly, management
does not consider these expenses for purposes of evaluating our
performance during the applicable time period after the acquisition, and
it excludes such expenses when making decisions to allocate resources.
We believe that providing this non-GAAP financial measure is useful to
investors because it allows investors to evaluate the effectiveness of
the methodology and information used by management in its financial and
operational decision-making.
Stock-based compensation expense and its related tax impact. We
incur expense related to stock-based compensation included in our GAAP
presentation of sales and marketing expense, research and development
expense and general and administrative expense. Although stock-based
compensation is an expense and viewed as a form of compensation,
management excludes these expenses for the purpose of calculating
non-GAAP net income and non-GAAP diluted earnings per share when it
evaluates our continuing operational performance. Specifically, we
exclude stock-based compensation during our annual budgeting process.
The annual budgeting process is the primary mechanism whereby we
allocate resources to various initiatives and operational requirements.
Additionally, the annual review by the board of directors during which
it compares our historical business model and profitability as it
relates to the planned business model and profitability for the
forthcoming year excludes the impact of stock-based compensation. We
believe that providing this non-GAAP financial measure is useful to
investors because it allows investors to evaluate our operating results
and the effectiveness of the methodology used by management to review
our operating results. Further, we believe that excluding stock-based
compensation expense allows for a more accurate comparison of our
financial results to previous periods during which our equity
compensation programs were not required to be reflected in our
statements of operations.
Merger-related expenses and its related tax impact. We incurred
professional fees related to our pending merger with ANSYS, Inc during
the fourth quarter of the current fiscal year. Management excluded these
expenses and their related tax impact for the purpose of calculating
non-GAAP net income and non-GAAP diluted earnings per share when it
evaluated our continuing operational performance because these costs are
specific to the pending merger and not our ongoing operations. We
believe that providing this non-GAAP financial measure is useful to
investors because it allows investors to evaluate the effectiveness of
the methodology and information used by management in its financial and
operational decision-making.
Pursuant to the requirements of Regulation G, we have provided a
reconciliation of the non-GAAP financial measures to the most directly
comparable GAAP financial measures as listed below:
GAAP Reporting Measure
Non-GAAP Reporting Measure
Net Income
Non-GAAP Net Income
Diluted Earnings Per Share
Non-GAAP Diluted Earnings Per Share
About Ansoft Corporation
Ansoft is a leading developer of high-performance electronic design
automation (EDA) software. Engineers use Ansoft software to achieve
first-pass system success when designing mobile communication and
Internet-access devices, broadband networking components and systems,
integrated circuits (ICs), printed circuit boards (PCBs) and
electromechanical systems. Ansoft markets its products worldwide through
its own direct sales force and has comprehensive customer-support and
training offices throughout North America, Asia and Europe.
Important Additional Information to be Filed with the SEC
In connection with the proposed acquisition of Ansoft by ANSYS, Inc.,
ANSYS filed with the SEC a registration statement on Form S-4
(Registration No. 333-150435), which includes a preliminary
prospectus/proxy statement of ANSYS and Ansoft and other relevant
materials in connection with the proposed transaction. This material is
not a substitute for the prospectus/proxy statement regarding the
proposed transaction. Investors and security holders of ANSYS and Ansoft
are urged to read the preliminary prospectus/proxy statement and the
other relevant material and the final prospectus/proxy statement when
they become available because they contain important information about
ANSYS, Ansoft and the proposed transaction. The prospectus/proxy
statement and other relevant materials, and any and all documents filed
by ANSYS or Ansoft with the SEC, may be obtained free of charge at the
SEC’s web site at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents filed with the SEC by ANSYS by directing a written request
to ANSYS, Inc., Southpointe, 275 Technology Drive, Canonsburg,
Pennsylvania 15317, Attention: Investor Relations. Investors and
security holders may obtain free copies of the documents filed with the
SEC by Ansoft by directing a written request to Ansoft Corporation, 225
West Station Square Drive, Suite 200, Pittsburgh, PA 15219, Attention:
Investor Relations. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROSPECTUS/PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction. No offering of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants in the Solicitation
ANSYS, Ansoft and their respective executive officers, directors and
trustees may be deemed to be participants in the solicitation of proxies
from the security holders of Ansoft in connection with the proposed
transaction. Information about the executive officers and directors of
ANSYS and their ownership of ANSYS common stock is set forth in the
proxy statement for ANSYS’ 2008 Annual
Meeting of Stockholders, which was filed with the SEC on April 3, 2008.
Information about the executive officers and directors of Ansoft and
their ownership of Ansoft common stock is set forth in the proxy
statement for Ansoft’s 2007 Annual Meeting of
Stockholders, which was filed with the SEC on July 26, 2007. Investors
and security holders may obtain additional information regarding the
direct and indirect interests of ANSYS, Ansoft and their respective
executive officers, directors and trustees in the proposed transaction
by reading the prospectus/proxy statement referred to above.
Safe Harbor and Forward-Looking Statements
Pursuant to the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995, Ansoft notes that any
statements contained in this press release that are not historical facts
are forward-looking statements. Such forward-looking statements include,
but are not limited to, statements by Ansoft’s
president and CEO, statements regarding Ansoft's or management's
intentions, hopes, beliefs, expectations, projections, plans for the
future and estimates and statements regarding the proposed acquisition
of Ansoft by ANSYS, Inc.
Forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from those projected. These
risks and uncertainties include the risk of failing to obtain any
regulatory or stockholder approvals or satisfy other conditions to the
acquisition of Ansoft by ANSYS; the risk that the businesses of ANSYS
and Ansoft may not be combined successfully or that such combination may
take longer or cost more to accomplish than expected; the risk that the
proposed transaction will not close or that closing will be delayed; the
risk that Ansoft’s business will suffer due
to uncertainty related to the transaction; the risk that Ansoft’s
sales cycle may lengthen due to uncertainty related to the proposed
transaction; the risk that Ansoft’s
management will be distracted due to the proposed transaction; the risk
that Ansoft will continue to incur significant expenses related to the
proposed merger prior to its closing that must be paid even if the
merger is not completed; as well as other risks and uncertainties that
are detailed from time to time in reports filed by Ansoft with the
Securities and Exchange Commission.
For further information regarding risks and uncertainties associated
with Ansoft’s business, please refer to Ansoft’s
public reports filed with the SEC, including, but not limited to, its
annual report on Form 10-K for the fiscal year ended April 30, 2007, and
quarterly reports on Form 10-Q, copies of which may be obtained at Ansoft’s
website at www.ansoft.com/about/investor/index.cfm,
as well as the prospectus/proxy statement referred to above.
All information in this release is as of May 29, 2008. Ansoft undertakes
no duty to update any forward-looking statement to conform the statement
to actual results or changes in Ansoft’s
expectations.
ANSOFT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
Three months endedApril 30,
Fiscal year endedApril 30,
2008
2007
2008
2007
Revenue
License
$
22,668
$
18,756
$
59,744
$
51,026
Service and other
11,251
9,823
43,610
38,113
Total revenue
33,919
28,579
103,354
89,139
Costs of revenue
License
222
182
681
607
Service and other
605
494
1,913
1,590
Total cost of revenue
827
676
2,594
2,197
Gross profit
33,092
27,903
100,760
86,942
Operating Expenses
Sales and marketing
12,041
10,146
37,795
33,792
Research and development
5,180
5,090
19,453
19,662
General and administrative
1,241
1,597
5,336
5,672
Merger-related expenses
1,728
-
1,728
-
Amortization
295
290
1,170
1,272
Total operating expenses
20,485
17,123
65,482
60,398
Income from operations
12,607
10,780
35,278
26,544
Other income, net
1,486
668
3,820
2,636
Income before income taxes
14,093
11,448
39,098
29,180
Income tax expense
5,589
3,514
14,983
8,936
Net income
$
8,504
$
7,934
$
24,115
$
20,244
Net income per share
Basic
$
0.36
$
0.33
$
1.03
$
0.86
Diluted
$
0.34
$
0.30
$
0.95
$
0.77
Weighted average shares used in calculation
Basic
23,307
23,804
23,415
23,650
Diluted
25,037
26,233
25,346
26,182
ANSOFT CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(unaudited)
April 30,
April 30,
2008
2007
Assets
Current assets
Cash and cash equivalents
$
46,012
$
49,356
Accounts receivable, net of allowance for doubtful accounts of
$1,331 and $973, respectively
34,690
24,994
Deferred income taxes
1,292
1,441
Prepaid expenses and other current assets
2,418
2,566
Total current assets
84,412
78,357
Equipment and furniture, net of accumulated depreciation of $8,015
and $7,019, respectively
2,366
2,514
Marketable securities
29,210
22,383
Other assets
197
155
Deferred income taxes
4,452
5,352
Goodwill
1,239
1,239
Other intangible assets, net
-
1,170
Total assets
$
121,876
$
111,170
Liabilities and stockholders' equity
Current liabilities
Accounts payable
$
787
$
626
Accrued payroll
4,360
3,380
Accrued income taxes
890
603
Other accrued expenses
6,466
4,130
Current portion of deferred revenue
33,739
26,244
Total current liabilities
46,242
34,983
Accrued income taxes
3,007
-
Long-term portion of deferred revenue
1,225
1,404
Total liabilities
50,474
36,387
Stockholders' equity
Preferred stock , par value $0.01 per share; 1,000 shares
authorized, no shares outstanding
-
-
Common stock , par value $0.01 per share; 50,000 shares
authorized; issued 30,240 and 29,258 shares, respectively and
outstanding 23,489 and 23,956, respectively
302
293
Additional paid-in capital
96,217
85,754
Treasury stock, 6,751 and 5,302 shares, respectively
(88,188
)
(49,176
)
Accumulated other comprehensive income (loss), net
80
(964
)
Retained earnings
62,991
38,876
Total stockholders' equity
71,402
74,783
Total liabilities and stockholders' equity
$
121,876
$
111,170
ANSOFT CORPORATION
RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME
(In thousands, except per share amounts)
(unaudited)
Three months ended
April 30,
Fiscal year ended
April 30,
2008
2007
2008
2007
GAAP net income
$
8,504
$
7,934
$
24,115
$
20,244
Merger-related expenses, net of tax (1)
1,728
-
1,728
-
Stock-based compensation expense,
net of tax (2)
242
563
993
2,040
Amortization of intangibles from acquisitions, net of tax (3)
197
196
782
847
Non-GAAP net income
$
10,671
$
8,693
$
27,618
$
23,131
Non-GAAP net income per diluted common share
$
0.43
$
0.33
$
1.09
$
0.88
Weighted average diluted shares used in calculation
25,037
26,233
25,346
26,182
(1) Merger-related expenses are generally not deductible for tax.
(2) A portion of outstanding options are incentive stock options.
A tax benefit is recorded when a disqualifying disposition event
has occurred.
(3) A portion of amortization expense is not deductible for tax.