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.
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