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18
UNITED STATES-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-20853
ANSYS, Inc.
(exact name of registrant as specified in its charter)
DELAWARE 04-3219960
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
275 Technology Drive, Canonsburg, PA 15317
(Address of principal executive offices) (Zip Code)
724-746-3304
(Registrant's telephone number, including area code)
Indicate by a check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past
90 days.
Yes X No
---- ----
The number of shares of the Registrant's Common Stock,
par value $.01 per share, outstanding as of May 3,
1999 was 16,418,906 shares.
ANSYS, INC. AND SUBSIDIARIES
INDEX
Page No.
PART I. FINANCIAL INFORMATION ---------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - 3
March 31, 1999 and December 31, 1998
Condensed Consolidated Statements of 4
Income and Comprehensive Income - Three
Months Ended March 31, 1999 and March
31, 1998
Condensed Consolidated Statements of 5
Cash Flows - Three Months Ended March
31, 1999 and March 31, 1998
Notes to Condensed Consolidated 6
Financial Statements
Review Report of Independent Accountants 7
Item 2. Management's Discussion and Analysis of 8-15
Financial Condition and Results of
Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
EXHIBIT INDEX 18
Trademarks used in this Form 10-Q: ANSYS(r) and DesignSpace(r) are
registered trademarks of SAS IP, Inc., a wholly-owned subsidiary
of ANSYS, Inc.
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements:
ANSYS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
March 31, Dec. 31,
1999 1998
(unaudited)
ASSETS ------------ ---------
Current assets:
Cash and cash equivalents $ 8,033 $ 6,589
Short-term investments 40,283 36,138
Accounts receivable, less allowance for
doubtful accounts of $2,020 in 1999 and
$1,900 in 1998 8,262 8,943
Other current assets 2,136 1,848
Deferred income taxes 162 162
--------- ---------
Total current assets 58,876 53,680
Securities available for sale 182 182
Property and equipment, net 4,016 3,748
Capitalized software costs, net 567 426
Goodwill, net 447 424
Other intangibles, net 1,748 1,866
Deferred income taxes 7,448 7,672
--------- ---------
Total assets $ 73,284 $ 67,998
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 614 $ 205
Accrued bonuses 1,149 2,449
Other accrued expenses and liabilities 3,663 3,437
Customer prepayments 163 168
Deferred revenue 11,449 9,372
-------- ---------
Total current liabilities 17,038 15,631
Stockholders' equity:
Preferred stock, $.01 par value,
2,000,000 shares authorized - -
Common stock, $.01 par value; 50,000,000
shares authorized; 16,415,742 and
16,395,938 shares issued in 1999 and 1998 164 164
Additional paid-in capital 36,823 36,657
Less treasury stock, at cost: 9,437
shares held in 1999 and 0 shares held in
1998 (4) -
Retained earnings 19,393 15,676
Accumulated other comprehensive income 120 120
Note receivable from stockholder (250) (250)
-------- ---------
Total stockholders' equity 56,246 52,367
-------- ---------
Total liabilities and stockholders' equity $ 73,284 $ 67,998
========= =========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
ANSYS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(in thousands, except share and per share data)
(Unaudited)
Three months ended
March 31, March 31,
1999 1998
---------- --------
Revenue:
Software licenses $ 10,037 $ 9,299
Maintenance and service 5,831 4,928
---------- --------
Total revenue 15,868 14,227
Cost of sales:
Software licenses 848 891
Maintenance and service 777 650
---------- --------
Total cost of sales 1,625 1,541
---------- --------
Gross profit 14,243 12,686
Operating expenses:
Selling and marketing 3,563 3,049
Research and development 3,445 3,093
Amortization 220 221
General and administrative 2,441 2,488
---------- --------
Total operating expenses 9,669 8,851
---------- --------
Operating income 4,574 3,835
Other income 550 357
---------- --------
Income before income tax provision 5,124 4,192
Income tax provision 1,407 1,425
---------- --------
Net income 3,717 2,767
---------- --------
Other comprehensive income, net of
tax expense of $0 and $36:
Unrealized gains on securities - 70
---------- ---------
Other comprehensive income - 70
---------- ---------
Comprehensive income $ 3,717 $ 2,837
========== =========
Net income per basic common share:
Basic earnings per share $ 0.23 $ 0.17
Weighted average shares - basic 16,271 15,921
Net income per diluted common share:
Diluted earnings per share $ 0.22 $ 0.17
Weighted average shares - diluted 16,806 16,701
The accompanying notes are an integral part of the condensed consolidated
financial statements.
ANSYS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Three months ended
March 31, March 31,
1999 1998
--------- ---------
Cash flows from operating activities:
Net income $ 3,717 $ 2,767
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 704 660
Deferred income tax provision 224 188
Provision for bad debts 125 225
Change in operating assets and liabilities:
Accounts receivable 556 880
Other current assets (288) 111
Accounts payable, accrued expenses and
liabilities and customer prepayments (670) (487)
Deferred revenue 2,077 1,151
-------- --------
Net cash provided by operating
activities 6,445 5,495
-------- --------
Cash flows from investing activities:
Capital expenditures (807) (171)
Capitalization of internally developed
software costs (211) -
Purchase of short-term investments (4,145) (5,389)
-------- --------
Cash used in investing activities (5,163) (5,560)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock
under Employee Stock Purchase Plan 76 94
Proceeds from issuance of treasury stock 4 5
Purchase of treasury stock (4) -
Proceeds from exercise of stock options 86 -
-------- --------
Net cash provided by financing
activities 162 99
-------- --------
Net increase in cash and cash equivalents 1,444 34
Cash and cash equivalents, beginning of period 6,589 13,990
-------- --------
Cash and cash equivalents, end of period $ 8,033 $ 14,024
======== =========
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Income taxes $ 1,231 $ 265
Supplemental noncash investing and financing
activities:
Increase in securities available for sale - 105
The accompanying notes are an integral part of the condensed consolidated
financial statements.
ANSYS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements included herein have been prepared by ANSYS, Inc. (the
"Company") in accordance with generally accepted accounting
principles for interim financial information for commercial and
industrial companies and the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. The financial statements as of and for
the three months ended March 31, 1999 should be read in
conjunction with the Company's consolidated financial statements
(and notes thereto) included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998.
Accordingly, the accompanying statements do not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments considered necessary for a
fair presentation of the financial statements have been included,
and all adjustments are of a normal and recurring nature.
Operating results for the three months ended March 31, 1999 are
not necessarily indicative of the results that may be expected
for the year ending December 31, 1999.
2. ACCUMULATED OTHER COMPREHENSIVE INCOME
As of March 31, 1999 and 1998, accumulated other comprehensive
income, as reflected on the condensed consolidated balance sheets,
was comprised of unrealized gains on securities available for
sale.
REVIEW REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of
ANSYS, Inc. and Subsidiaries:
We have reviewed the condensed consolidated balance sheet of
ANSYS, Inc. and Subsidiaries as of March 31, 1999, and the related
condensed consolidated statements of income and comprehensive
income and of cash flows for the three-month periods ended
March 31, 1999 and 1998. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of ANSYS, Inc.
and Subsidiaries as of December 31, 1998, and the related
consolidated statements of income, stockholders' equity and of cash
flows for the year then ended (not presented herein). In our
report dated January 28, 1999, we expressed an unqualified
opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1998, is fairly
stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
- -----------------------------
April 22,1999
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ANSYS, Inc. (the "Company") is a leading international supplier
of analysis and engineering software for optimizing the design of
new products. The Company is committed to providing the most
open and flexible analysis solutions to suit customer
requirements for engineering software in today's competitive
marketplace. In addition, the Company partners with leading
design software suppliers to develop state-of-the-art computer-
aided design ("CAD") integrated products. Sales, support and
training for customers are provided primarily through the
Company's global network of ANSYS Support Distributors ("ASDs").
The Company distributes its ANSYS(r) and DesignSpace(r) product lines
through its ASDs, certain direct sales offices, as well as a
network of independent distributors and dealers (value-added
resellers or "VARs"). The following discussion should be read in
conjunction with the attached unaudited condensed consolidated
financial statements and notes thereto for the three month
periods ended March 31, 1999 and March 31, 1998 and with the
Company's audited financial statements and notes thereto for the
fiscal year ended December 31, 1998.
This Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, including statements
below concerning future trends of monthly leases, the Company's
intentions related to continued investments in research and
development, plans related to future capital spending and comments
regarding the effective tax rate in future quarters, as well
as statements which contain such words as "anticipates",
"intends", "believes", "plans" and other similar expressions.
The Company's actual results could differ materially from those
set forth in forward-looking statements. Certain factors that
might cause such a difference include risks and uncertainties
detailed in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section in the
1998 Annual Report to Shareholders and in "Certain Factors
Regarding Future Results" included herein as Exhibit 99 to this
Form 10-Q.
Results of Operations
Three Months Ended March 31, 1999 Compared to Three Months Ended
March 31, 1998
Revenue. The Company's total revenue increased 11.5% for the
1999 quarter to $15.9 million from $14.2 million for the 1998
quarter. This increase resulted from an increase in revenue from
paid-up licenses associated with increased sales of new paid-up
licenses during the quarter, and to a lesser extent, the
conversion of existing leases to paid-up licenses. Higher
maintenance and service revenue, resulting from broader customer
usage of such services and the Company's continued emphasis on
marketing these services, also contributed to the overall
increase.
Software license revenue increased 7.9% for the 1999 quarter to
$10.0 million from $9.3 million for the 1998 quarter, resulting
primarily from increased sales of paid-up licenses. Revenue from
the sale of paid-up licenses increased 37.6% to $5.4 million from
$3.9 million in the prior year quarter. Consistent with recent
quarterly trends, the increase in sales of paid-up licenses was
partially offset by an $800,000 reduction in monthly lease
license revenue. This decrease was principally attributable to
the conversion of existing monthly leases to noncancelable annual
lease licenses, and to a lesser extent, the conversion of certain
monthly leases to paid-up licenses. The Company believes that the
reduction of monthly lease license revenue on a quarterly
comparison basis will continue throughout the remainder of 1999
as existing leases are renewed and new licenses are sold as
noncancelable annual leases, or monthly leases are converted to
paid-up licenses.
Maintenance and service revenue increased 18.3% for the 1999
quarter to $5.8 million from $4.9 million for the 1998 quarter.
The increase was a result of maintenance contracts sold in
association with the paid-up license sales discussed above, as
well as a broader customer usage of support services and the
Company's increased emphasis on marketing these services. These
increases were partially offset by reduced revenue associated
with the portion of noncancellable annual leases classified as
maintenance and service revenue. This decrease resulted from the
refinement of management's estimate relative to the allocation of
noncancellable annual lease revenue between paid-up license and
maintenance and service revenue, which occurred in the first
quarter of 1998.
Of the Company's total revenue for the 1999 quarter,
approximately 54.3% and 45.7%, respectively, were attributable to
international and domestic sales, as compared to 54.1% and 45.9%,
respectively, for the 1998 quarter.
Cost of Sales and Gross Profit. The Company's total cost of
sales increased 5.5% to $1.6 million, or 10.2% of total revenue,
for the 1999 first quarter from $1.5 million, or 10.8% of total
revenue, for the 1998 first quarter. The increase in the 1999
quarter was principally attributable to higher salaries and
related expenses associated with increased headcount to support
the growth in license and service sales.
As a result of the foregoing, the Company's gross profit
increased 12.3% to $14.2 million for the 1999 quarter from $12.7
million for the 1998 quarter.
Selling and Marketing. Total selling and marketing expenses
increased from $3.0 million, or 21.4% of total revenue in the
1998 quarter to $3.6 million, or 22.5% of total revenue in the
1999 quarter. The increase primarily resulted from additional
headcount and facility costs associated with recently established
strategic direct sales offices in Houston, Texas; Minneapolis,
Minnesota and New England. The Company also experienced an
increase in costs in connection with its expanded presence in
China.
Research and Development. Research and development expenses
totaled $3.4 million and $3.1 million for the 1999 and 1998
quarters, or 21.7% of total revenue in each quarter. The
increase in the 1999 quarter as compared to the 1998 quarter was
principally related to increased headcount and facility costs
associated with the recent acquisition of Centric Engineering
Systems, Inc., and to a lesser extent additional headcount within
the corporate product creation group. The Company has
traditionally invested significant resources in research and
development activities and intends to continue to make
significant investments in 1999.
Amortization. Amortization expense remained flat at $220,000 and
$221,000 for the first quarters of 1999 and 1998, respectively.
General and Administrative. General and administrative expenses
remained constant at $2.44 million and $2.49 million, or 15.4%
and 17.5% of total revenue in the first quarters of 1999 and
1998, respectively. Increased salaries and related headcount
expenses from the addition of internal resources needed to
support the Company's global operations and infrastructure were
offset by a decrease in bad debt expense.
Income Tax Provision. The Company's effective rate of taxation
was 27.5% for the 1999 quarter as compared to 34.0% for the 1998
quarter. The effective rate in 1999 was lower than the 1998 rate
as a result of the increased utilization of both research and
experimentation credits and the Company's foreign sales
corporation. The research and experimentation credits and foreign
sales corporation utilization favorably impacted the effective
tax rates and resulted in such rates being less than the federal
and state combined statutory rates for each of the first quarters
in 1999 and 1998. The Company anticipates that the effective tax
rate will decrease in the second quarter of 1999 based on an
expected filing to obtain available prior year tax credits. The
rate is then expected to return in the third quarter to levels
comparable to that of the 1999 first quarter.
Net Income. The Company's net income in the 1999 quarter was
$3.7 million as compared to $2.8 million in the 1998 quarter.
Diluted earnings per share increased to $.22 in the 1999 quarter
as compared to $.17 in the 1998 quarter as a result of the
increase in net income. The weighted average shares used in
computing net income per diluted common share increased to 16.8
million in the 1999 quarter from 16.7 million in the 1998
quarter.
Liquidity and Capital Resources
As of March 31, 1999, the Company had cash, cash equivalents and
short-term investments totaling $48.3 million and working capital
of $41.8 million, as compared to cash, cash equivalents and short-
term investments of $42.7 million and working capital of $38.0
million at December 31, 1998. The short-term investments are
generally investment grade and liquid-type, which allows the
Company to minimize interest rate risk and to facilitate
liquidity in the event an immediate cash need arises.
The Company's operating activities provided cash of $6.4 million
for the three months ended March 31, 1999 and $5.5 million for
the three months ended March 31, 1998. The increase in the
Company's cash flow from operations for the 1999 quarter as
compared to the 1998 quarter was a result of increased earnings.
Net cash generated by operating activities provided sufficient
resources to fund increased headcount and capital needs to
support the Company's expansion of its global sales support
network and continued investment in research and development
activities for the 1999 quarter.
Cash used in investing activities totaled $5.2 million for the
three months ended March 31, 1999 and $5.6 million for the three
months ended March 31, 1998. The use of cash in the 1999 quarter
was primarily attributable to the purchase of short-term
investments and computer equipment for the corporate office
facility. The use of cash in the 1998 quarter primarily related
to the purchase of short-term investments. The Company currently
plans additional capital spending of approximately $1.4 million
throughout the remainder of 1999; however, the level of spending
will be dependent upon various factors, including growth of the
business and general economic conditions.
Financing activities provided net cash of $162,000 and $99,000
for the three months ended March 31, 1999 and 1998, respectively.
Cash provided from financing activities for the 1999 and 1998
quarters principally related to proceeds from the issuance of
common stock under employee stock purchase and option plans.
The Company believes that existing cash and cash equivalent
balances together with cash generated from operations will be
sufficient to meet the Company's working capital and capital
expenditure requirements through the remainder of fiscal 1999.
The Company's cash requirements in the future may also be
financed through additional equity or debt financings. There can
be no assurance that such financings can be obtained on favorable
terms, if at all.
Management's Assessment of the Year 2000
The year 2000 ("Y2K") problem refers to the inability of software
to process date information later than December 31, 1999. Date
codes in many software programs are abbreviated to allow only two
digits for the year. Software with date-sensitive functions that
is not year 2000 compliant may not be able to distinguish whether
"00" means 1900 or 2000. When that happens, some software will
not work at all and other software will suffer critical
calculation and other processing errors. Hardware and other
products with embedded chips may also experience problems.
Software Products. The Company provides analysis and engineering
software for optimizing the design of new products. The
functionality offered by these products is generally not date
dependent and consequently the Company's software products have
minimal date sensitivities or dependencies.
The current releases of the Company's ANSYS and DesignSpace
products are Y2K Compliant, as defined below. Management
believes that substantially 100% of its 1998 and 1999 license and service
revenue has been derived from the sale of Y2K Compliant products
and services. The Company defines "Y2K Compliant" as the ability
to meet the British Standards Institution DISC PD 2000-1: Year
2000 conformity requirements. This definition provides that Year
2000 conformity shall mean that neither performance nor
functionality is affected by dates prior to, during or after the
year 2000.
The Company began shipping Y2K Compliant ANSYS products beginning
in 1997 with Release 5.4. The Company believes that versions of
the ANSYS products shipped between 1993 and 1996 should function
after December 31, 1999. However, the Company cannot make a
definitive statement regarding these products because they have
not been tested for Y2K compliance on all platforms or on all
versions of operating systems. Consequently, the Company has
advised its customers who may still be using these older versions
to (a) upgrade to later releases of the Company's software, and
(b) verify that their platforms and operating systems support the
transition to the year 2000. ANSYS products shipped prior to
1993 will not function after December 31, 1999 and the Company
has continually advised its customers to upgrade such products to
newer versions.
The Company began shipping Y2K Compliant DesignSpace products
beginning in 1996 with release 2.0, with the exception that the
report generator utility contained in the DesignSpace product may
or may not be Y2K Compliant. The report generator extensively
utilizes many Microsoft components whose Y2K compliance has not
yet been determined; consequently, the DesignSpace report
generator utility may or may not be Y2K Compliant.
Some commentators have predicted significant litigation regarding
Y2K compliance issues, and the Company is aware of such lawsuits
against other software vendors. Because of the unprecedented
nature of such litigation, it is uncertain whether, or to what
extent, the Company may be affected. However, at this time the
Company believes that the existence of earlier versions of its
products that are not Y2K Compliant is not likely to have a
material adverse effect on the Company's financial position or
results of operations.
Internal Systems. The Company has developed a Year 2000 Project
Plan ("Y2K Plan") that addresses both information technology
("IT") systems (i.e., business systems and the software
development environment) and other systems such as elevators,
building security and HVAC systems.
The Y2K Plan includes five phases: 1) raising Company awareness,
2) a company-wide system inventory, 3) criticality assessment, 4)
implementation (including remediation, upgrading and/or
replacement of certain systems) and 5) compliance certification
testing. Phases 1-3 are complete. Phase 4 (implementation) and
Phase 5 (compliance certification testing) are underway in an
iterative process which is intended to respond to the results of
compliance testing. The following graphs present information on
the Company's current overall status of the implementation and
compliance phases of the Y2K Plan, as well as information
regarding expected final testing completion dates. This
information, provided in these graphs, specifically relates to
internal systems which have been identified as high or critical
importance during the criticality assessment of the Y2K Plan.
[Graph of Compliance Status Established]
A bar chart entitled `Compliance Status Established' at the top left
of page 13 of the 10-Q shows that at 3/31/99 and by 6/30/99,
9/30/99 and 12/31/99 (shown below each bar) the Company has
determined compliance status to be 100% for all periods.
[Graph of Remediation Complete]
A bar chart entitled `Remediation Complete' at the top middle of
page 13 of the 10-Q shows that at 3/31/99 and by 6/30/99, 9/30/99
and 12/31/99(shown below each bar) the Company has determined
remediation to be 98%, 99%, 100% and 100% completed by the
respective dates.
[Graph of Final Certification Testing Complete]
A bar chart entitled `Final Certification Testing Complete' at
the top right of page 13 of the 10-Q shows that at 3/31/99 and by
6/30/99, 9/30/99 and 12/31/99(shown below each bar) the Company
has determined final certification testing to be 96%, 98%, 99%
and 100% completed by the respective dates.
Cost of Year 2000 Compliance Efforts. The Company has funded its
Y2K Plan from operating cash flows and has not separately
accounted for related costs in the past, partly because the
responsibilities and costs are distributed throughout the
organization and represent a small percentage of total operating
costs. The Company's current estimate of total costs to the
Company for achieving Y2K compliance is approximately $500,000
over three years (1997 - 2000), with about eighty percent of
those costs estimated to already have been incurred.
Implementing the Y2K Plan has caused some delays in other planned
IT initiatives; however, these delays have not had a material
effect on the Company's operations. There can be no assurance,
however, that there will not be a delay in the completion of the
Y2K Plan. Such a delay could have a material adverse effect on
future results of operations. The Company may experience
unforeseen problems and costs related to Y2K compliance that
could materially adversely affect the Company's business, results
of operations and financial condition.
Risks and Contingencies. The Company has initiated the
development of a comprehensive Y2K contingency plan to address
situations that may result if the Company is unable to achieve
Y2K readiness of its critical systems. The contingency plan is
expected to be completed during the second quarter of 1999.
Third Party Relationships. The Company has contacted its
distributors and key vendors regarding their Y2K compliance
efforts. Although the Company has received information from some
of its distributors and vendors regarding their Y2K compliance
efforts, there can be no assurance that the Company will not
experience disruptions in its ability to conduct business because
of Y2K problems experienced by the Company's distributors or
vendors. The Company has no practical means to verify Y2K
compliance of independent vendors who have not yet responded. To
the extent that its key distributors or vendors experience
problems relative to achieving Y2K compliance, the Company could
suffer unanticipated revenue losses.
In addition, the Company does not currently have meaningful
information concerning the Y2K compliance status of its
customers. As is the case with other software companies, if
significant numbers of the Company's current or future customers
fail to achieve Y2K compliance, or if they divert technology
expenditures away from those that were reserved for computer
aided engineering ("CAE") software to address Y2K compliance
problems, the Company's business, results of operations or
financial condition could be materially adversely affected.
Qualification. The Year 2000 discussion above contains various
forward-looking statements which represent the Company's beliefs
or expectations regarding future events. When used in the Year
2000 discussion, the words "believes", "expects", "estimates" and
other similar expressions are intended to identify forward-
looking statements. Forward-looking statements include, without
limitation, the Company's expectations as to when it and its
significant distributors, customers and suppliers will complete
the implementation and compliance phases of the Y2K Plan, as well
as its Year 2000 contingency plans; its estimated costs related
to the Y2K Plan; the effect of earlier versions of the Company's
products or Y2K problems experienced by key distributors, vendors
or customers; and the Company's belief that its internal systems
and equipment will be Y2K Compliant in a timely manner. All
forward-looking statements involve a number of risks and
uncertainties that could cause the actual results to differ
materially from the projected results. Factors that may cause
these differences include, but are not limited to, the
availability of qualified personnel and other information
technology resources, the ability to identify and remediate all
date-sensitive lines of code or to replace embedded chips in
affected systems or equipment, unanticipated delays or expenses
related to remediation and the actions of independent third
parties with respect to Year 2000 problems.
The statements in the previous section include "Year 2000
Readiness Disclosures" within the meaning of the Year 2000
Information and Readiness Disclosure Act of 1998.
Conversion to the Euro
On January 1, 1999, eleven of the member countries of the
European Union established fixed conversion rates between their
existing currencies and one common currency, the euro. The
legacy currencies will remain legal currency in the participating
countries during a transition period through January 1, 2002.
Beginning on this date, new euro-denominated currency will be
issued and the legacy currencies will be withdrawn from
circulation.
The Company is currently in the early stages of identifying and
addressing issues that may result from the euro conversion such
as changes to information systems to accommodate euro-denominated
transactions, long-term competitive implications and the exposure
to market risk with respect to financial instruments. Although
our assessment of the impact of the euro conversion is not yet
complete, we do not currently believe that the conversion will
have a material adverse impact on the Company's financial
position or results of operations.
Recently Issued Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities," which defines
derivatives, requires that all derivatives be carried at fair
value and provides for hedge accounting when certain conditions
are met. The Standard is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. The Company is
currently in the process of evaluating the prospective impact of
Statement No. 133 on its financial position and results of
operations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is subject to various legal proceedings
from time to time that arise in the ordinary course of
business activities. Each of these matters is subject
to various uncertainties, and it is possible that these
matters may be resolved unfavorably to the Company.
Item 2. Changes in Securities
(c) The following information is furnished in
connection with securities sold by the Registrant
during the period covered by this Form 10-Q which
were not registered under the Securities Act. The
transactions constitute sales of the Registrant's
Common Stock, par value $.01 per share, upon the
exercise of vested options issued pursuant to the
Company's 1994 Stock Option and Grant Plan, issued
in reliance upon the exemption from registration under
Rule 701 promulgated under the Securities Act and
issued prior to the Registrant becoming subject to the
reporting requirements of Section 13 or 15(d) of the
Exchange Act of 1934, as amended.
Number of Number of Aggregate
Month/Year Shares Employees Exercise Price
January 1999 250 1 $318.75
February 1999 3,374 5 $4,301.85
March 1999 - - $0.00
Item 3. Defaults upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other information
Not Applicable.
Item 6. Exhibits and Reports Filed on Form 8-K
(a) Exhibits.
15 Independent Accountants' Letter Regarding
Unaudited Financial Information
27.1 Financial Data Schedule
99 Certain Factors Regarding Future Results
(b) Reports on Form 8-K.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ANSYS, Inc.
Date: May 4, 1999 By: /s/ Peter J. Smith
Peter J. Smith
Chairman and Chief
Executive Officer
Date: May 4, 1999 By: /s/ Maria T. Shields
Maria T. Shields
Chief Financial Officer
Item 6.
EXHIBIT INDEX
-----------------
Exhibit
No.
15 Independent Accountants' Letter
Regarding Unaudited Financial
Information
27.1 Financial Data Schedule
99 Certain Factors Regarding Future
Results
8
EXHIBIT 15
April 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: ANSYS, Inc. and Subsidiaries
1. Form S-8 (Registration No. 333-8613) 1996 Stock Option
and Grant Plan Employee Stock Purchase Plan
Ladies & Gentlemen:
We are aware that our report dated April 22, 1999 on our review
of the interim financial information of ANSYS, Inc. and
Subsidiaries for the three-month period ended March 31, 1999 is
incorporated by reference in the registration statement referred
to above. Pursuant to Rule 436(c) under the Securities Act of
1933, this report should not be considered a part of the
registration statement prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
- -----------------------------
EXHIBIT 27.1 Financial Data Schedule
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5
1000
3-MOS
Dec-31-1999
Jan-01-1999
March-31-1999
8,033
40,283
10,282
2,020
0
58,876
4,016
0
73,284
17,038
0
0
0
164
56,082
73,284
10,037
15,868
848
1,625
9,669
0
0
5,124
1,407
3,717
0
0
0
3,717
.23
.22