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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT
(Mark one)
[x] Annual report pursuant to section 13 or 15(d) of the securities
exchange act of 1934 [fee required] for the fiscal year ended April 30,
2000 or
[ ] Transition report pursuant to section 13 or 15(d) of the securities
exchange act of 1934 [no fee required]for the transition period
from ________ to ________
Commission file number 000-27874
ANSOFT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 72-1001909
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
Four Station Square, Suite 200
Pittsburgh, Pennsylvania 15219-1119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 261-3200
Securities registered pursuant to Section 12(b) of the act: None
Securities registered pursuant to Section 12(g) of the act:
Common stock, par value $.01 per share
Indicate by 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of July 24, 2000, the aggregate market value of voting common stock held by
non-affiliates of the registrant, based upon the last reported sale price for
the registrant's Common Stock on the Nasdaq National Market on such date, as
reported in The Wall Street Journal, was $72,276,189.
The number of shares of the registrant's Common Stock outstanding as of the
close of business on July 24, 2000 was 11,859,517.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the definitive Proxy Statement of Ansoft Corporation (the
"Company") to be furnished in connection with the solicitation of proxies by the
Company's Board of Directors for use at the 2000 Annual Meeting of Stockholders
(the "Proxy Statement") are incorporated by reference into Part III of this
Annual Report on Form 10-K to the extent provided herein. Except as specifically
incorporated by reference herein, the Proxy Statement is not to be deemed filed
as part of this Annual Report on Form 10-K.
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TABLE OF CONTENTS
Item of Form 10-K Page
- ----------------- ----
Part I
1. Business 2
2. Properties 9
3. Legal Proceedings 9
4. Submission of Matters to a Vote of Security Holders 9
4.(a) Executive Officers of the Registrant 9
Part II
5. Market for Registrant's Common Stock, Preferred Stock and
Warrants, and Related Stockholders Matters 11
6. Selected Consolidated Financial Data 11
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
8. Financial Statements and Supplementary Data 18
Part III
Part III information will appear in Item 4(a) of Part I of Form 10-K and in the
Registrant's Proxy Statement in connection with its Annual Meeting of
Stockholders. Such Proxy Statement will be filed with the Securities and
Exchange Commission and such information is incorporated herein by this
reference as of the date of such filing.
Part IV
14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 32
Signatures 34
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PART I
ITEM 1. BUSINESS
Ansoft Corporation ("Ansoft" or the "Company") is a leading developer of
electronic design automation ("EDA") software used in high technology products
and industries. Ansoft's software is used by electrical engineers in the design
of state of the art technology products, such as cellular phones, internet
networking, satellite communications systems, computer chips and circuit boards,
and electronic sensors and motors. Engineers use our software to maximize
product performance, eliminate physical prototypes, and to reduce
time-to-market.
INDUSTRY BACKGROUND
In recent years, engineers have used EDA software to automate the previously
manual, time-consuming and error-prone design process, resulting in dramatic
increases in productivity and efficiency. EDA software can be used in each of
the three phases of the electronic design process: Logic Design and Synthesis,
which provides an outline of the system's overall architecture; Functional
Design and Analysis, which encompasses the specification of desired
functionality, functional design, simulation and analysis; and Physical Design
and Verification, which involves the creation of physical layout (i.e.,
placement and routing) and verification that the design meets required
specifications.
As the marketplace demands higher levels of system performance and
miniaturization, the need to model accurately the electromagnetic interaction in
communication and computing devices and electromechanical components is becoming
increasingly important. The design requirement to fit more devices and
interconnections into smaller spaces results in increased electromagnetic
interaction. Moreover, high performance systems, with frequencies of
approximately 500 MHz and beyond, exhibit a high level of electromagnetic
interaction causing the degradation of the quality of electrical signals. In
addition, the electromagnetic radiation emitted by electronic products is
regulated by the Federal Communications Commission ("FCC") and equivalent
regulatory bodies in Europe and Japan, and commercialization of these products
is contingent upon meeting government-specified electromagnetic compatibility
requirements. These problems are exacerbated by time-to-market pressures and the
need to reduce design and development costs.
While traditional EDA tools have become more sophisticated, they lack the
requisite degree of precision in modeling electromagnetic interactions in
components and systems. As a result, the current process for designing and
manufacturing wireless and electronic components and systems is often iterative,
time-consuming and inaccurate. Designs are generated, devices and systems are
developed, prototypes are manufactured, performance is measured and assessed and
designs are then refined to meet the original performance specifications. This
entire process is typically repeated a number of times, lengthening the design
process, increasing costs and resulting in lost market opportunities.
THE ANSOFT SOLUTION
The Company's software products allow design engineers to model component level
and system level electromagnetic interaction which the Company believes is
crucial to the effective design of electronic systems and components. The
Company's products apply electromagnetic principles, derived from Maxwell's
Equations, to more accurately model electromagnetic interaction. By using Ansoft
software products to analyze electromagnetic interaction, the Company believes
that end users of its products are able to reduce the time-to-market for their
products, lower the risks of design failure and eliminate costly and
time-consuming product redesign. Ansoft's software products may be used as an
independent design platform or integrated with complementary EDA tools within a
customer's existing design environment. The Company's research and development
team has broad expertise in electromagnetic simulation, electrical engineering,
applied mathematics and software development, enabling Ansoft to continue to
advance its electromagnetics-based EDA software.
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ANSOFT STRATEGY
Ansoft's objective is to become a leading worldwide supplier of EDA software.
Using its proprietary electromagnetic technology as a primary competitive
advantage, the Company pursues its objectives through the following strategies:
leveraging its technology leadership to solve emerging electromagnetic design
issues in high performance electrical devices and systems; capitalizing on the
growing need for electromagnetic analysis in increasingly compact and complex
electronic and electromechanical components and systems operating at higher
speeds; and expanding its broad range of product applications to address
emerging customer design requirements.
PRODUCTS
The Company's high-frequency software enables users to design RF ICs, antenna
and radar systems and microwave components. The Company's signal integrity
software enables users to design computer interconnects, IC Packaging structures
and electronic systems by accurately capturing the degradation in signal quality
due to higher clock speeds and smaller physical dimensions. The Company's
Maxwell Eminence software combines both HF and SI functionality. The Company's
electromechanical software products enable designers of electromechanical
components and systems to optimize the electrical performance of their designs
while increasing manufacturing yields. Ansoft products are available for
Unix-based workstations and personal computers running Microsoft Windows 95 and
Windows NT.
Ansoft High Frequency Software
Our High Frequency products address the complete simulation needs of the RF,
Microwave or High Frequency design engineer. Our tools allow for the evaluation
of the physics of individual components, and then the engineer can easily
combine circuit and/ or system simulation to clearly evaluate design concerns.
high-frequency software enables users to design RF ICs, antenna and radar
systems and microwave components.
Ansoft's Serenade Design Environment
Ansoft HFSS is a 3D structure electromagnetic field simulator for high
frequency, RF & wireless design needs. Ansoft HFSS brings the power of the
finite element method (FEM) to the engineer's desktop by leveraging
advanced techniques such as automatic adaptive mesh generation and
refinement, tangential vector finite elements, and Adaptive Lanczos Pade
Sweep (ALPS). HFSS automatically computes multiple adaptive solutions until
a user-defined convergence criterion is met. The U.S. list price of Ansoft
HFSS 6.0 is $41,900.
Ensemble is a Method of Moments (MoM) simulation software package for the
design and simulation of RF and wireless circuit and planar antennas for
customers in the communications markets. MoM lends itself well to layered
media such as PCB, MMIC, and planar antenna structures. Ensemble allows
designers to utilize the power of full wave planar simulation by offering
an easy-to-use interface, advanced simulation features, and integration
with other products in the Serenade Design Environment. The U.S. list price
of Ensemble is $16,900.
Harmonica is a linear and nonlinear circuit simulator. Harmonica offers
full linear and nonlinear analysis features, including integrated schematic
capture, tuning, optimization, statistical analysis, and design centering
(yield optimization). Libraries of commercial components feature over
100,000 active and passive devices, allowing easy access to standard
transistors, diodes, resistors, capacitors, and inductors from major
manufacturers. In addition, utilities are included to speed the process of
transmission line design, matching network extraction, and filter synthesis
for both lumped and distributed designs. The U.S. list price of this
product ranges from $9,900 to $21,900.
Symphony is a wireless and wired system simulator. Symphony adds efficient
analog, digital, and mixed-mode (analog and digital) system analysis
capabilities to the Environment. Users can quickly construct a system by
including blocks from libraries of built-in analog RF and digital signal
processing (DSP) components. Trade-offs between different design approaches
can be rapidly investigated at an early stage to reduce design cycle time
and avoid costly redesigns due to RF and DSP system interactions. The U.S.
list price of this product is $11,900 to $28,900.
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AnsoftLinks links you and your designs directly to our computational
analysis tools. This capability is available for either HP EEsof Series IV,
Cadence Allegro, or Xynetix Encore BGA technologies. HP EEsof Series IV
high-frequency circuit designs can be directly translated into Ansoft's
Serenade Design Environment. Designs are automatically converted into
Serenade projects using IFF files and a specialized neutral format. Linear
and nonlinear translations are fully supported. The U.S. list price of this
product is $4,900.
Ansoft Signal Integrity Software
Our Signal Integrity products address the complete simulation needs of the High
Speed Electronics design engineer. Our tools allow for the evaluation of the
physics from the chip level through to the board level, and the coupling
concerns of IC packaging, cables, connectors, and interconnects. The engineer
can combine field effects with circuit simulation to clearly evaluate the design
ramifications of higher clock speeds and smaller physical dimensions.
Maxwell Eminence combines the functionality of the Company's high frequency
and signal integrity products to enable designers of wireless communication
systems to design RF components and sub-systems and to evaluate the
interaction between the digital and RF portions of communications systems.
This product allows system designers to model critical path PCB emissions,
evaluate component level electromagnetic interference and to study
shielding effectiveness enabling them to design for FCC and other
regulatory guidelines proactively. The U.S. list price of this product is
$64,900.
Maxwell EZ2D Calculator is the first ever, extremely easy-to-use 2D field
solver. Maxwell EZ2D Calculator automatically and adaptively creates the
mesh and solves Maxwell's equations to calculate the characteristic
impedances, velocities, and cross talk between all conductors. This tool
combines the ease of a spreadsheet with the accuracy of a field solver to
calculate all the line parameters for a PCB, MCM or IC stackup. The U.S.
list price of this product is $4,900.
Spicelink (SI 2D and SI 3D) is a 2D or 3D structure electromagnetic field
simulator. SI 2D is a suite of tools which extracts the electrical circuit
model of either 2D or 3D interconnect and performs a SPICE simulation for
signal integrity analysis. This suite has been compiled to increase the
productivity of engineers involved in the physical design of interconnects
for high speed digital applications. The U.S. list price of this product is
$34,900.
ParICs is an automated 2D and 3D structure generation modeling tool. It is
a vital component of our software solution for your complex IC package
design needs. The ParICs Physical IC Modeler is an easy to use modeling
tool which allows you to generate geometric models of complex IC packages
in minutes. The desired structures come from common JEDEC leaded package
libraries. These structures can then be used in our complete suite of
signal integrity tools for design, electrical characterization and product
documentation.
Pacific Numerix Solutions. Pacific Numerix Electronic Design Validation
System (EDVS) is a powerful tool suite that provides virtual
design-to-manufacturing prototyping and is best of breed in signal
integrity and EMI/EMC analysis at all levels: IC, first-level packaging,
PCB, and system. Moreover, Pacific Numerix offers a complementary best of
breed mechanical analysis tool suite including thermal, vibration, fatigue,
and solder simulation. The U.S. list price of these products ranges from
$27,000 to $80,000.
Ansoft EM Software
Our Electromagnetic/ Electromechanical products address the simulation needs of
the Low Frequency design engineer. Our tools allow for the evaluation of the
physics of devices whose components include permanent magnets, DC current
carrying conductors, AC current carrying conductors, time varying excitations,
and nonlinear soft irons or steels. The engineer can evaluate design concerns by
easily computing the force, torque, or inductance, or by observing the actual
field solution. Additional capabilities allow for the comprehensive handling of
motion and mechanical components.
Maxwell 3DFS is a 3D structure electromagnetic field simulator. Maxwell
3DFS uses electromagnetic field simulation to accurately predict product
performance from physical design information. Using technology specifically
designed for electromagnetic analysis, the Maxwell 3DFS allows designers to
experiment with various three dimensional geometries, materials and
excitation levels to shorten design cycles while saving prototyping
dollars. The U.S. list price of this product ranges from $15,120 to
$29,900.
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Maxwell 2DFS is a 2D structure electromagnetic field simulator. Maxwell
2DFS is a comprehensive, easy-to-use software tool for design problems
requiring an accurate, two-dimensional representation of the electric or
magnetic field behavior. Maxwell 2D quickly obtains critical device
parameters such as force, torque, induction and saturation effects from the
physical design information on PCs and UNIX workstations. The integrated
parametric analysis module automatically evaluates change in geometry,
material and electrical parameters allowing all design options to be
thoroughly explored within a single simulation. The U.S. list price of this
product ranges from $3,900 to $9,900.
EMSS is an Electromechanical system simulator. EMSS is a single integrated
solution for analyzing the interaction of currents, voltages, and
mechanical loads and motion within an electromechanical device. This system
engineering environment provides fundamental analytical understanding and
accurately predicts the performance and interactions of control system
components and subsystems using your desktop computer. Electric machines,
sensors, transformers, and actuators are a few of the many devices that may
be simulated with EMSS. This virtual prototype of the complete system
behavior dramatically reduces costs and shortens the design cycle. The U.S.
list price of this product ranges from $15,920 to $19,900.
EMAS is a 2D and 3D Electromagnetic Finite Element (FEM) simulation and
analysis software for a wide range of DC, AC, time domain, and coupled
electromagnetic/ electromechanical applications. EMAS abilities include a
comprehensive sensitivity to nonlinear and anisotropic materials.
Technologies include no linear transients, coupled Electromagnetic/
Mechanical solutions, coupled Electromagnetic/ Thermal solutions.
Additional capabilities include 1D, 2D, tetra, quadra, penta element types.
The U.S. list price of this product ranges from $19,900 to $44,900.
PEmag is our 2D power electronics parameter simulator. PEmag, part of
Ansoft's Maxwell Designer suite of software, performs advanced
electromagnetic and signal analysis of inductors and transformers.
Classical design methods rely on build-test iterations until appropriate
behavior of the component is achieved. PEmag eliminates this costly design
methodology by accurately simulating magnetic behavior including the
effects of frequency, geometry and material. The magnetic behavior obtained
is automatically output to an electric circuit model. The U.S. list price
of this product is $4,900.
RESEARCH AND DEVELOPMENT
Ansoft has a team of research engineers focused on the mathematical and physical
underpinnings of the Company's simulation algorithms. Dr. Zoltan Cendes, a
founder of the Company, serves as the technical leader of the group. By virtue
of over 15 years of research and development by Dr. Cendes prior to the
Company's inception in 1984, and by its internal research and development staff
thereafter, Ansoft has pioneered the following technologies: automatic and
adaptive convergence to solutions, asymptotic waveform evaluation for spectral
domain solutions, transfinite elements, basis evaluation state-space techniques
and fast multipole acceleration algorithms.
The Company continually seeks to design and develop new technologies, products
and interfaces based on its core electromagnetic expertise. This effort includes
releasing improved versions of its products on a regular basis as well as
developing new products. The Company assigns an interdisciplinary team of
personnel from research and development, software development, documentation,
quality assurance, customer support and marketing to each product development
project. Ansoft develops cooperative relationships with major customers with
respect to beta-testing its new products or enhancements and implementing
suggestions for new product features. The Company also maintains cooperative
relationships with the major hardware vendors on which the Company's products
operate. The Company believes that its team approach and cooperative
relationships allow it to design products that respond on a timely basis to
emerging trends in computing, graphics and networking technologies.
As of April 30, 2000, the Company's product development group consisted of 85
employees. The Company seeks to hire experts in the fields of electromagnetic
engineering, high speed circuit simulation, applied mathematics and software
development.
During fiscal 2000, 1999 and 1998, research and development expenses were $10.2
million, $8.4 million and $7.3 million, respectively.
SALES AND MARKETING
Ansoft markets and sells its products worldwide through its direct sales force
and distributors. The Company hires application engineers with significant
industry experience who can analyze the needs of its customers and gain
technical insight into the
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development of future products and enhancements to existing products. The
Company's application engineers work with the direct sales force to provide
on-site support during critical stages of the user's benchmark, evaluation and
implementation processes. The Company generates sales leads through customer
referrals, advertising in trade publications and on the World Wide Web. In
addition, the Company participates in industry trade shows and organizes
seminars to promote and expand the adoption of its products.
In North America, the Company maintains sales and support offices in Arizona,
Northern and Southern California, Florida, Massachusetts, Michigan, New Jersey,
Ohio, Pennsylvania, Texas, Wisconsin, and a telemarketing sales group operating
from its Pittsburgh headquarters. In Asia, the Company maintains direct sales
and support offices in Japan, Korea, Singapore, Taiwan, and China. In Europe,
the Company maintains sales and support offices in England, Germany, France, and
Italy. As of April 30, 2000, the Company had a direct sales force of 42
representatives, supported by 86 employees in application engineering, marketing
and sales administration.
CUSTOMERS
The Company has significant breadth in its installed base with over 1,000
customers in the communications, semiconductor, automotive/industrial, computer,
consumer electronics and defense/aerospace industries. No single customer in the
Company's installed base accounted for more than 10% of total revenue within any
of the past three fiscal years. The following table lists a representative
sample of the Company's current worldwide end-user customers by industry.
COMMUNICATIONS SEMICONDUCTOR AUTOMOTIVE/INDUSTRIAL
-------------- ------------- ---------------------
Motorola Intel ABB
Ericsson Anam Semiconductor Chrysler
Andrew Corporation Applied Materials Cutler Hammer
GEC-Marconi Amkor Electronics Daimler Benz
Hughes ETRI Delphi Packard
Italtel S.p.A. Harris Semiconductor Dupont
Lucent Technologies Intel Eaton
Metawave Communications LG Ford Motor
Celwave Molex General Motors
Qualcomm VLSI Honda
Rockwell Teradyne Hyundai
Siemens Texas Instruments Nissan
EMS Triquint Semiconductor Robert Bosch
Nortel Wolff Controls
ST Microelectronics
COMPUTER CONSUMER ELECTRONICS DEFENSE/AEROSPACE
-------- -------------------- -----------------
Fujitsu Daewoo Electronics Raytheon
Hitachi Kyocera Bell Helicopter
Honeywell General Electric Boeing
IBM Matsushita Jet Propulsion Laboratory
NEC Mitsubishi Lawrence Livermore Lab.
Seagate Nikon Lockheed-Martin
Tektronix Phillips Northrop Grumman
Sharp Allied Signal
Sony TRW
Toshiba US Naval Research Laboratory
CUSTOMER SERVICE AND SUPPORT
Sales of the Company's software include one year of customer support services;
thereafter annual one-year maintenance contracts may be purchased. Customer
support services include on-line and telephone support for design engineers and
on-site and in-house training on all products. Customers with maintenance
agreements receive all product enhancement releases without additional charge.
Product upgrades that add significant new functionality are provided to
customers for an additional fee.
The Company offers a variety of training programs for customers ranging from
introductory level courses to advanced training for an additional fee.
COMPETITION
The electronic design automation software market in which Ansoft competes is
intensely competitive and subject to rapid change. In
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general, competition comes from major EDA vendors, many of which have a longer
operating history, significantly greater financial, technical and marketing
resources, greater name recognition and a larger installed customer base than
Ansoft. These companies also have established relationships with current and
potential customers of Ansoft. Ansoft's software products currently compete with
certain software offerings from Agilent Corporation. Ansoft also competes
directly with certain major EDA vendors and privately-held companies which also
provide competing products. Ansoft also competes, on a limited basis, with the
internal development groups of its existing and potential customers, many of
which design and develop customized design tools for their particular needs. In
addition, the EDA industry has become increasingly concentrated in recent years
as a result of acquisitions, and further concentration within the EDA industry
could result in increased competition for Ansoft. Increased competition could
result in price reductions, reduced margins or loss of market share, any of
which could seriously harm Ansoft's business, operating results or financial
condition. Ansoft may be unable to compete successfully against current and
future competitors, and competitive pressures faced by Ansoft could seriously
harm Ansoft's business, operating results and financial condition.
PROPRIETARY RIGHTS
The Company is heavily dependent on its proprietary software technology. The
Company relies on a combination of non-competition and confidentiality
agreements with its employees, license agreements, copyrights, trademarks and
trade secret laws to establish and protect proprietary rights to its technology.
The Company does not hold any patents. All Ansoft software is shipped with a
security lock which limits software access to authorized users. In addition, the
Company does not license or release its source code. Effective copyright and
trade secret protection of the Company's proprietary technology may be
unavailable or limited in certain foreign countries.
Compact Software(R), Maxwell(R), Harmonica(R), Ensemble(R), ParICs(R), and
Serenade(R), are registered United States trademarks of Ansoft.
EMPLOYEES
As of April 30, 2000, the Company had a total of 232 employees, including 85 in
research and development, 128 in sales, marketing, and customer support services
and 19 in administration. None of the Company's employees is represented by a
collective bargaining agreement, nor has the Company experienced any work
stoppage. The Company considers its relations with its employees to be good.
Many of the Company's employees are highly skilled, and there is no assurance
that the Company will be able to attract and retain sufficient technical
personnel in the future.
ADDITIONAL RISK FACTORS
Our Future Operating Results Are Uncertain.
Ansoft has incurred net losses in fiscal 2000, 1999, and 1997. There can be no
assurance that Ansoft's revenue and net income will grow or be sustained in
future periods or that Ansoft will be profitable in any future period. Future
operating results will depend on many factors, including the degree and the rate
of growth of the markets in which Ansoft competes and the accompanying demand
for Ansoft's products, the level of product and price competition, the ability
of Ansoft to develop and market new products and to control costs, the ability
of Ansoft to expand its direct sales force and the ability of Ansoft to attract
and retain key personnel.
Our Quarterly Operating Results Are Difficult To Predict.
We are unable to accurately forecast our future revenues primarily because of
the emerging nature of the market in which we compete. Our revenues and
operating results generally depend on the size, timing and structure of
significant licenses. These factors have historically been, and are likely to
continue to be, difficult to forecast. In addition, our current and future
expense levels are based largely on our operating plans and estimates of future
revenues and are, to an extent, fixed. We may be unable to adjust spending
sufficiently or quickly enough to compensate for any unexpected revenue
shortfall. Accordingly, any significant shortfall in revenues in relation to our
planned expenditures would seriously harm our business, financial condition and
results of operations. Such shortfalls in our revenue or operating results from
levels expected by public market analysts and investors could seriously harm the
trading price of our common stock. Additionally, we may not learn of such
revenue shortfalls, earnings shortfalls or other failure to meet market
expectations until late in a fiscal quarter, which could result in an even more
immediate and serious harm to the trading price of our common stock. Our
quarterly operating results have varied, and it is anticipated that our
quarterly operating results will vary, substantially from period to period
depending on various factors, many of which are outside our control. Due to the
foregoing factors, we cannot predict with any significant degree of certainty
our quarterly revenue and operating results. Further, we believe that
period-to-period comparisons of our operating results are not necessarily a
meaningful indication of future performance.
Our Stock Price Is Extremely Volatile.
The trading price of our common stock has fluctuated significantly in the past,
and the trading price of our common stock is likely to be highly volatile and
could be subject to wide fluctuations in price in response to such factors as:
- - Actual or anticipated fluctuations in our operating results;
- - Announcements of technological innovations and new products by us or our
competitors;
- - New contractual relationships with strategic partners by us or our
competitors;
- - Proposed acquisitions by us or our competitors; and --
- - Financial results that fail to meet public market analyst expectations of
performance.
In addition, the stock market in general, The Nasdaq National Market and the
market for technology companies in particular has experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the
operating performance of such companies. These broad market and industry
factors may seriously harm the market price of our common stock in future
periods.
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Businesses We Acquire May Not Perform As Projected.
We have acquired or merged with a number of companies in recent years, including
the acquisitions of: Pacific Numerix Corporation, Compact Software, Inc., the
Electronic Business Unit of MacNeal Schwendler Company and Boulder Microwave
Technologies, and as part of our efforts to increase revenue and expand our
product and services offerings we may acquire additional companies. In addition
to direct costs, acquisitions pose a number of risks, including potential
dilution of earnings per share, delays and other problems of integrating the
acquired products and employees into our business, the failure to realize
expected synergies or cost savings, the failure of acquired products to achieve
projected sales, the drain on management time for acquisition-related
activities, possible adverse effects on customer buying patterns due to
uncertainties resulting from an acquisition, and assumption of unknown
liabilities. The foregoing factors could seriously harm our business, financial
condition and results of operations.
We May Lose Competitive Advantages If Our Proprietary Rights Are Inadequately
Protected.
Ansoft's success depends, in part, upon its proprietary technology. We rely on a
combination of patents, trade secrets, copyrights, trademarks and contractual
commitments to protect our proprietary rights in our software products. We
generally enter into confidentiality or license agreements with our employees,
distributors and customers, and limit access to and distribution of our
software, documentation and other proprietary information. Despite these
precautions, a third party may still copy or otherwise obtain and use our
products or technology without authorization, or develop similar technology
independently. In addition, effective patent, copyright and trade secret
protection may be unavailable or limited in certain foreign countries. It is
possible that we may fail to adequately protect our proprietary rights. This
would seriously harm Ansoft's business, operating results and financial
condition.
We May Be Unable To Attract And Retain The Key Management And Technical
Personnel That We Need To Succeed.
Ansoft's future operating results depend in large part upon the continued
services of its key technical and management personnel. Ansoft does not have
employment contracts with any executive officer. Ansoft's future success will
also depend in large part on its ability to continue to attract and retain
highly skilled technical, marketing and management personnel. The competition
for such personnel, as well as for qualified EDA engineers, is intense. If
Ansoft is unable to attract, hire and retain qualified personnel in the future,
the development of new products and the management of Ansoft's increasingly
complex business would be impaired. This could seriously harm Ansoft's business,
operating results and financial condition.
We Depend On International Sales for a Significant Percentage Of Our Revenue.
International revenue, principally from Asian customers, accounted for
approximately 48% and 52% of our total revenue in the years ended April 30, 2000
and 1999, respectively. We expect that international license and service revenue
will continue to account for a significant portion of our total revenue for the
foreseeable future. Our international business activities are subject to a
variety of potential risks, including:
- - The impact of recessionary environments in foreign economies;
- - Longer receivables collection periods and greater difficulty in accounts
receivable collection;
- - Difficulties in staffing and managing foreign operations;
- - Political and economic instability;
- - Unexpected changes in regulatory requirements;
- - Reduced protection of intellectual property rights in some countries; and
- - Tariffs and other trade barriers.
Currency exchange fluctuations in countries in which we license our products
could also seriously harm our business, financial condition and results of
operations by resulting in pricing that is not competitive with products priced
in local currencies. Furthermore, we may not be able to continue to generally
price our products and services internationally in U.S. dollars because of
changing sovereign restrictions on importation and exportation of foreign
currencies as well as other practical considerations. In addition, the laws of
certain countries do not protect our products and intellectual property rights
to the same extent, as do the laws of the United States. Moreover, it is
possible that we may fail to sustain or increase revenue derived from
international licensing and service or that the foregoing factors will seriously
harm our future international license and service revenue, and, consequently,
seriously harm our business, financial condition and results of operations.
We Need To Successfully Manage Our Expanding Operations.
Ansoft has experienced rapid growth in recent years which has placed and could
continue to place a significant strain on the its managerial and other
resources. Revenues have grown from $6.2 million in fiscal 1995 to $33.5 million
in fiscal year 2000, and the number of employees has grown from 69 in April 1996
to 230 as of May 31, 2000. Ansoft's ability to manage growth effectively will
require it to continue to improve its operational and financial systems, hire
and train new employees and add additional space, both
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domestically and internationally. Ansoft may not be successful in addressing
such risks, and the failure to do so would seriously harm Ansoft's business,
financial condition and results of operations.
We Depend On The Growth Of The Communications Semiconductor And Electronics
Industries.
Ansoft is dependent upon the communications and semiconductor industry and, more
generally, the electronics industry. These industries are characterized by rapid
technological change, short product life cycles, fluctuations in manufacturing
capacity and pricing and gross margin pressures. Segments of these industries
have from time to time experienced significant economic downturns characterized
by decreased product demand, production over-capacity, price erosion, work
slowdowns and layoffs. While these industries have experienced an extended
period of significant economic growth over the past few years, such economic
growth may not continue, and if it does not, any downturn could be especially
severe on Ansoft. During such downturns, the number of new integrated circuit
design projects often decreases. Because acquisitions of new licenses from
Ansoft are largely dependent upon the commencement of new design projects, any
slowdown in these industries could seriously harm Ansoft's business, financial
condition and results of operations.
We Are Controlled By Our Principal Stockholders And Management Which May Limit
Your Ability To Influence Stockholder Matters.
Our executive officers, directors and principal stockholders own approximately
49% of the outstanding shares of Ansoft common stock. As a result, they have the
ability to effectively control us and direct our affairs, including the election
of directors and approval of significant corporate transactions. This
concentration of ownership also may have the effect of delaying, deferring or
preventing a change in control of our company and may make some transactions
more difficult or impossible without the support of these stockholders. The
interests of these stockholders may conflict with those of other stockholders.
Anti-Takeover Provisions in Ansoft's Certificate Of Incorporation, Bylaws, And
Under Delaware Law Could Prevent An Acquisition.
We have adopted a number of provisions that could have anti-takeover effects.
The Board of Directors has the authority to issue up to 1,000,000 shares of
Preferred Stock without any further vote or action by Ansoft's stockholders.
This and other provisions of Ansoft's Certificate of Incorporation, Bylaws and
Delaware Law may have the effect of deterring hostile takeovers or delaying or
preventing changes in control or management, including transactions in which the
stockholders of Ansoft might otherwise receive a premium for their shares over
then current market prices.
ITEM 2. PROPERTIES
The Company occupies approximately 28,000 square feet of space at its
headquarters in Pittsburgh, Pennsylvania under a lease expiring in 2006. The
Company also leases sales and support offices in Arizona, California, Colorado,
New Jersey, Wisconsin, Europe and Asia. The Company's current aggregate annual
rental expenses for these facilities is approximately $1.5 million. Ansoft
believes that its existing facilities are adequate for its current needs and
that suitable additional space will be available when needed.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any litigation and is not aware of any threatened
litigation, unasserted claims or assessments that could have material adverse
effect on the Company's business, consolidated operating results or financial
condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable
ITEM 4.(A) OFFICERS OF THE REGISTRANT
OFFICERS
The following table sets forth certain information concerning each of the
officers of the Company:
NAME AGE TITLE
----------------------- ------ -----------------------------------------
Zoltan J. Cendes, Ph.D. 54 Chief Technology Officer
Nicholas Csendes....... 56 President, and Chief Executive Officer
Jack Parkes............ 41 Vice President-Engineering
Padmanabhan Premkumar.. 36 Vice President-Business Development
Anthony L. Ryan........ 32 Chief Financial Officer
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Dr. Zoltan J. Cendes is a founder of Ansoft and has served as Chairman of the
Board of Directors of the Company and its chief research scientist since its
formation in 1984. Since 1982, Dr. Cendes has been a university professor in
electrical and computer engineering at Carnegie Mellon University. Dr. Cendes
has lectured throughout North America, Europe and Asia on the topic of
electromagnetics and finite element analysis and has published over 100
publications on these topics. Dr. Cendes directs the research efforts of Ansoft.
Nicholas Csendes is a founder of Ansoft and has served as President, Chief
Executive Officer and Secretary since 1992 and a director since 1984. Mr.
Csendes was a senior investment officer with Sun Life of Canada, a major
international financial institution focusing on the sale of life insurance and
retirement products ("Sun Life"), for over 15 years. Since 1985, Mr. Csendes has
been involved with various public and private companies including a
publicly-held interactive software company, and has been an officer, director
and a controlling stockholder of American Banner Resources, Inc. ("ABR"), a
privately-held holding company with various interests in real estate and public
and private securities, including a 14% beneficial ownership interest in Ansoft
as of April 30, 2000.
Padmanabhan Premkumar joined Ansoft in 1989. From 1991 to 1995, Mr. Premkumar
was in charge of Ansoft's software development programs as Vice
President-Development. Since 1995, Mr. Premkumar has been Vice
President-Marketing, responsible for product planning, marketing and
commercialization of existing software product enhancements and the commercial
development of new products. Prior to joining Ansoft, Mr. Premkumar was a
research associate in the Robotics Laboratory at the University of Toledo.
Jack Parkes joined Ansoft in 1990. In May 1997, Mr. Parkes was appointed Vice
President-Engineering. Mr. Parkes joined Ansoft in 1990 with over 10 years of
experience in electrical engineering. Prior to joining Ansoft, Mr. Parkes was a
senior design and development engineer with Loral Corporation ("Loral") and,
prior to joining Loral, with Texas Instruments, Inc.
Anthony L. Ryan joined Ansoft in 1995 as corporate controller. In May 1997, Mr.
Ryan was appointed Chief Financial Officer. From 1991 to 1995, Mr. Ryan worked
as a certified public accountant with KPMG LLP, an international accounting
firm.
Dr. Zoltan J. Cendes and Mr. Nicholas Csendes are brothers. There are no other
family relationships between the executive officers of the Company.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
The following table sets forth, for the periods indicated, the range of high and
low last reported sale prices for the Common Stock as reported on the Nasdaq
National Market.
HIGH LOW
------- -------
FISCAL YEAR ENDED APRIL 30, 2001
1st Quarter (through July 15, 2000).......... $12.500 $8.625
FISCAL YEAR ENDED APRIL 30, 2000
1st Quarter.................................. 10.000 5.625
2nd Quarter.................................. 9.000 5.500
3rd Quarter.................................. 8.125 5.500
4th Quarter.................................. $13.938 $6.563
FISCAL YEAR ENDED APRIL 30, 1999
1st Quarter.................................. 13.750 8.375
2nd Quarter.................................. 6.563 5.125
3rd Quarter.................................. 6.250 4.875
4th Quarter.................................. $ 8.000 $6.125
The Company has never paid any cash dividends on its Common Stock. The Company
currently intends to retain the earnings from operations for use in the
operation of its business and does not anticipate paying cash dividends with
respect to its Common Stock in the foreseeable future. The payment of any future
dividends will be determined by the Board of Directors in light of the then
current conditions, including the Company's earnings and financial condition.
On July 15, 2000, the Company had approximately 479 shareholders of record, of
which certain of the recordholders were registered clearing agencies holding
common stock on behalf of participants of such clearing agencies.
ITEM 6. SELECTED CONDENSED CONSOLIDATED FINANCIAL DATA
The selected condensed consolidated financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements and related Notes thereto
appearing elsewhere herein.
FISCAL YEAR ENDED APRIL 30,
----------------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF OPERATIONS DATA
Revenue
License $ 25,806 $ 17,847 $ 19,974 $ 11,950 $ 7,995
Service and other 7,685 6,628 6,309 2,238 700
-------- -------- -------- -------- --------
Total revenue 33,491 24,475 26,283 14,188 8,695
-------- -------- -------- -------- --------
Costs and expenses
Sales and marketing 19,421 17,061 12,643 7,939 5,007
Research and development 10,176 8,391 7,299 2,993 1,766
General and administrative 3,322 2,937 2,322 1,647 1,269
Amortization 2,512 1,691 1,495 407 --
Acquired in process research and
development -- -- -- 8,754 --
-------- -------- -------- -------- --------
Total costs and expenses 35,431 30,080 23,759 21,740 8,042
-------- -------- -------- -------- --------
Income (loss) from operations (1,940) (5,605) 2,524 (7,552) 653
Interest income (expense), net 1,640 1,587 549 682 35
-------- -------- -------- -------- --------
Income (loss) before income taxes (300) (4,018) 3,073 (6,870) 688
Income taxes benefit 66 1,210 1,000 420 612
-------- -------- -------- -------- --------
Net income (loss) $ (234) $ (2,808) $ 4,073 $ (6,450) $ 1,300
======== ======== ======== ======== ========
Basic net income (loss) per share $ (0.02) $ (0.25) $ 0.42 $ (0.81) $ 0.21
======== ======== ======== ======== ========
Diluted net income (loss) per share $ (0.02) $ (0.25) $ 0.39 $ (0.81) $ 0.19
======== ======== ======== ======== ========
Weighted average shares outstanding - basic 11,460 11,310 9,681 7,955 6,235
Weighted average shares outstanding - diluted
11,460 11,310 10,521 7,955 6,873
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APRIL 30,
--------------------------------------------------------------
2000 1999 1998 1997 1996
------- ------- ------- ---------- ---------
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA
Cash and cash equivalents $ 2,594 $ 2,489 $20,677 $ 312 $10,728
Working capital (deficit) 17,659 16,699 27,579 (1,936) 11,931
Total assets 53,610 52,630 49,180 21,951 15,391
Total stockholders' equity 39,047 40,863 45,520 14,917 14,291
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The statements contained in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" which are not historical are
"forward looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the
Company's present expectations or beliefs concerning future events. The Company
cautions that such statements are qualified by important factors that could
cause actual results to differ materially from those in the forward looking
statements including those factors identified in "Additional Risk Factors."
Results actually achieved may differ materially from expected results included
in these statements.
OVERVIEW
Ansoft Corporation ("Ansoft" or the "Company") is a leading developer of
electronic design automation ("EDA") software used in high technology products
and industries. Ansoft's software is used by electrical engineers in the design
of state of the art technology products, such as cellular phones, internet
networking, satellite communications systems, computer chips and circuit boards,
and electronic sensors and motors. Engineers use Ansoft's software to maximize
product performance, eliminate physical prototypes, and to reduce
time-to-market.
Effective December 23, 1999, Ansoft completed the acquisition of Pacific Numerix
("PNC"). Effective July 24, 1996, April 9, 1997 and August 8, 1997, Ansoft
acquired EBU, Compact, and Boulder, respectively. The cost of these acquisitions
has been allocated on the basis of the estimated fair value of the assets
acquired and the liabilities assumed. The acquisitions have been accounted for
as purchases, and their respective financial results have been included in the
accompanying consolidated financial statements since the date of their
respective acquisitions.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage of
total revenue of each item in the Company's consolidated statements of
operations:
PERCENTAGE OF REVENUE
------------------------------
FISCAL YEAR ENDED APRIL 30,
------------------------------
2000 1999 1998
----- ----- -----
Revenue
License...................... 77% 73% 76%
Service and other............ 23 27 24
----- ----- -----
Total revenue.............. 100 100 100
----- ----- -----
Costs and expenses
Sales and marketing.......... 58 70 48
Research and development..... 30 34 28
General and administrative... 10 12 9
Amortization................. 8 7 5
----- ----- -----
Total costs and expenses... 106 123 90
----- ----- -----
Income (loss) from operations.. (6) (23) 10
Interest, net.................. 5 7 2
----- ----- -----
Income (loss) before income
taxes.......................... (1) (16) 12
Income taxes benefit........... -- 5 4
----- ----- -----
Net income (loss).............. (1)% (11)% 16%
===== ===== =====
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YEAR ENDED APRIL 30, 2000 COMPARED WITH YEAR ENDED APRIL 30, 1999
Revenue. Total revenue for the year ended April 30, 2000 increased 37% to $33.5
million from $24.5 million in the previous fiscal year. License revenue
increased 45% to $25.8 million from $17.8 million. The increase is primarily
attributable to strong demand from customers in North America and Asia. Service
and other revenue increased by 16% due to the continued growth of the installed
base of customers under annual maintenance agreements. This increase was
partially offset by a reduction in contract revenue due to the completion of
certain contracts in the previous year. Excluding contract revenue, service and
other revenue increased by 38%.
International revenue accounted for 48% and 52% of the Company's total product
revenue in the years ended April 30, 2000 and 1999, respectively. The Company's
future international sales may be subject to additional risks associated with
international operations, including currency exchange fluctuations, tariff
regulations and requirements for export, which licenses may on occasion be
delayed or difficult to obtain.
Sales and marketing expenses. Sales and marketing expenses consist of salaries,
commissions paid to internal sales and marketing personnel and international
distributors, promotional costs and related operating expenses. Sales and
marketing expenses increased by 13% to $19.4 million in the year ended April 30,
2000, as compared to $17.1 million in the previous fiscal year. The increase is
attributable to an increase in the Company's sales force as a result of the
acquisitions as well as increased marketing efforts, including advertising in
trade publications and increased participation in industry trade shows. Sales
and marketing expenses represented 58% and 70% of total revenue in the years
ended April 30, 2000 and 1999, respectively. Ansoft expects that sales and
marketing expenses will decrease as a percentage of revenue although increase in
absolute dollars in future periods.
Research and development expenses. Research and development expenses include all
costs associated with the development of new products and enhancements to
existing products. Research and development expenses increased by 21% to $10.2
million in the year ended April 30, 2000, as compared to $8.4 million in the
previous fiscal year. The increase is due to increased research and development
personnel primarily as a result of the acquisitions. Research and development
expenses represented 30% and 34% of total revenue in the years ended April 30,
2000 and 1999, respectively. Ansoft anticipates that research and development
expenses will decrease as a percentage of revenue although increase in absolute
dollars in future periods.
General and administrative expenses. General and administrative expenses
increased by 14% to $3.3 million in the year ended April 30, 2000, as compared
to $2.9 million in the previous fiscal year. The increase is due to additional
costs required to support the increase in operations, including the hiring of
additional administrative personnel. General and administrative expenses
represented 10% and 12% of total revenue in the years ended April 30, 2000 and
1999, respectively. The Company anticipates that general and administrative
expenses will increase in absolute dollars in future periods.
Amortization expense. Amortization expense increased by 47% to $2.5 million in
the year ended April 30, 2000, as compared to $1.7 million in the previous
fiscal year. The increase is due to the amortization of the additional
intangible assets acquired.
Other income. Other income for the year ended April 30, 2000 was $1.6 million,
comparable to the previous fiscal year.
Income taxes. In the year ended April 30, 2000, the Company recorded a tax
benefit of $66,000, resulting from the partial recognition of deferred tax
assets in accordance with the Financial Accounting Standards Board's SFAS No.
109, "Accounting for Income Taxes." Ansoft's net deferred tax asset of $3.2
million as of April 30, 2000, consists primarily of net operating loss
carryforwards for federal income tax purposes, which are available to offset
future taxable income, and expire in increments beginning in April 2004, through
April 2019. Valuation allowances are established when necessary to reduce
deferred tax assets to the amounts expected to be realized.
YEAR ENDED APRIL 30, 1999 COMPARED WITH YEAR ENDED APRIL 30, 1998
Revenue. Total revenue for the year ended April 30, 1999 decreased 7% to $24.5
million from $26.3 million in the previous fiscal year. The decrease in total
revenue is attributable to a decrease in license revenue in North America and in
Asia and to the completion of a research and development cost sharing contract
during 1998. License revenue during the year ended April 30, 1999 decreased 11%
to $17.8 million from $20.0 million during the previous fiscal year. Service and
other revenue increased by 5% to $6.6 million for the year ended April 30, 1999,
as compared with $6.3 million in the previous year. The increase in service and
other revenue is attributable to the continued growth of the installed base of
customers and increased focus on marketing annual maintenance agreements. This
increase was reduced by a decrease in revenue recognized under research and
development cost sharing agreements.
International revenue, principally from Asia, accounted for 52% and 48% of the
Company's total product revenue in the years ended April 30, 1999 and 1998,
respectively.
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Sales and Marketing Expenses. Sales and marketing expenses increased by 35% to
$17.1 million in the year ended April 30, 1999, as compared to $12.6 million in
the previous fiscal year. The increase is primarily attributable to the
Company's shift in its distribution model to the use of direct sales personnel
in Asia and other foreign markets, as well as increased marketing efforts,
including advertising in trade publications and increased participation in
industry trade shows. Sales and marketing expenses represented 70% and 48% of
total revenue in the years ended April 30, 1999 and 1998, respectively.
Research and Development Expenses. Research and development expenses for the
year ended April 30, 1999 increased 15% to $8.4 million, as compared to $7.3
million for the previous fiscal year. The increase is due to increased research
and development personnel primarily as a result of the acquisitions. Research
and development expenses represented 34% and 28% of total revenue in the years
ended April 30, 1999 and 1998, respectively.
General and Administrative Expenses. General and administrative expenses for the
year ended April 30, 1999 increased 26% to $2.9 million, as compared to $2.3
million for the previous fiscal year. The increase is due to additional costs
required to support the increase in operations, including the hiring of
additional administrative personnel. General and administrative expenses
represented 12% and 9% of total revenue in the years ended April 30, 1999 and
1998, respectively.
Amortization Expense. Amortization expense for the year ended April 30, 1999
increased to $1.7 million, as compared to $1.5 million for the previous fiscal
year. The increase is due to recording amortization of additional intangible
assets acquired in recent years.
Interest (net). Interest income (net) for the year ended April 30, 1999
increased to $1.6 million, compared to $549,000 for the previous fiscal year.
Interest income increased due to the higher net investment balance made
available from the proceeds from the public offering of 2.3 million shares in
March of 1998.
Income Taxes. In the year ended April 30, 1999, the Company recorded a net
income tax benefit of $1.2 million, resulting from the recognition of deferred
tax assets in accordance with the Financial Accounting Standards Board's SFAS
No. 109, "Accounting for Income Taxes."
QUARTERLY RESULTS OF OPERATIONS
The following table presents unaudited quarterly results for each quarter of
fiscal 2000 and fiscal 1999. The information has been prepared on a basis
consistent with the Company's annual consolidated financial statements and, in
the opinion of management, contains all adjustments necessary for a fair
presentation of the information for such periods. The Company's quarterly
results have been in the past, and may be in the future, subject to fluctuations
due to increased competition, the timing of new product announcements, changes
in pricing policies by the Company or its competitors, market acceptance of new
and enhanced versions of the Company's products and the size and timing of
significant licenses. The Company believes that results of operations for the
interim periods are not necessarily indicative of the results to be expected for
any future period. The Company's business has been seasonal, with revenues in
the first fiscal quarter typically lower than the fourth quarter of the
preceding fiscal year.
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QUARTER ENDED
---------------------------------------------------------------------------------------
FISCAL 2000 FISCAL 1999
------------------------------------------- -------------------------------------------
APRIL 30, JAN. 31, OCT. 31, JULY 31, APRIL 30, JAN. 31, OCT. 31, JULY 31,
2000 2000 1999 1999 1999 1999 1998 1998
------- ------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Total Revenue $10,802 $ 8,392 $ 7,386 $ 6,911 $ 7,730 $ 6,090 $ 5,501 $ 5,154
Income (loss) from operations $ 1,067 $ (470) $(1,029) $(1,508) $ (228) $(1,350) $(1,806) $(2,221)
Net income (loss) $ 1,188 $ (34) $ (498) $ (893) $ 131 $ (656) $ (990) $(1,292)
Basic net income (loss) per share $ 0.10 $ (0.00) $ (0.04) $ (0.08) $ 0.01 $ (0.06) $ (0.09) $ (0.11)
Diluted net income (loss) per share $ 0.09 $ (0.00) $ (0.04) $ (0.08) $ 0.01 $ (0.06) $ (0.09) $ (0.11)
Weighted average number of shares
outstanding 11,555 11,494 11,410 11,383 11,032 11,231 11,453 11,524
- basic
- diluted 12,774 12,290 11,410 11,383 11,800 11,231 11,453 11,524
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2000, Ansoft had $2.6 million in cash and cash equivalents and
working capital of $17.7 million. Net cash provided by (used in) operating
activities was $2.3 million, $(1.9) million and $2.2 million in fiscal 2000,
1999, and 1998, respectively.
Net cash used in investing activities, was $3.9 million, $19.8 million, and $3.3
million in fiscal 2000, 1999, and 1998, respectively. Purchases of marketable
securities during fiscal 2000 and 1999 were $1.7 million and $16.5 million,
respectively. Capital expenditures, consisting primarily of purchases of
computer equipment, were $1.4 million, $2.5 million and $1.5 million in fiscal
2000, 1999 and 1998, respectively. Net cash provided by financing activities,
consisting primarily of proceeds drawn on the line of credit, were $1.9 million
and $3.6 million in fiscal 2000 and 1999, respectively. Proceeds used for the
purchase of treasury stock were $162,000 and $4.2 million in fiscal 2000 and
1999, respectively. In fiscal 1998 net cash provided by financing activities
included $25.7 million of proceeds from the issuance of Common Stock and
repayment of line of credit of $4.2 million.
Ansoft has available a $10.0 million secured line of credit from a domestic
financial institution at an interest rate equal to LIBOR plus an applicable
margin rate. The line of credit is secured by the marketable securities held
with the institution. As of April 30, 2000, $9.2 million was the outstanding
balance on the line of credit. Ansoft believes that the available funds will be
sufficient to meet its anticipated cash needs for working capital and capital
expenditures for the foreseeable future. Thereafter, if cash generated from
operations is insufficient to satisfy the Company's liquidity requirements,
Ansoft may seek additional funds through equity or debt financing. There can be
no assurance that additional financing will be available or that, if available,
such financing will be on terms favorable to Ansoft.
Acquisitions. On July 24, 1996, the Company acquired the EBU for $5.6 million in
cash. On April 9, 1997, the Company acquired all of the outstanding capital
stock of Compact for $3.0 million in cash and 1.3 million shares of the
Company's Common Stock. On August 11, 1997, the Company acquired Boulder by the
merger of Boulder with and into the Company, in consideration for $743,000 in
cash and 108,000 shares of the Company's Common Stock. On April 28th, 1999,
Ansoft acquired the majority of the outstanding stock of Pacific Numerix for
377,000 shares and $600,000 in cash. On December 23, 1999, Ansoft acquired the
remaining portion of Pacific Numerix for 108,000 shares and $7,000 in cash. The
acquisitions were accounted for as a purchases, and the financial results of the
acquired entities have been included in the accompanying consolidated financial
statements since the respective date of the acquisition.
EFFECTS OF INFLATION
To date, inflation has not had a material impact on the Company's consolidated
financial results.
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RECENT ACCOUNTING PRONOUNCEMENTS
In June, 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". In June 1999,
SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB Statement No. 133," was
issued. The statement defers the effective date of SFAS No. 133 for Ansoft until
the first quarter of fiscal 2001. The Company does not expect this pronouncement
to significantly impact the consolidated financial statements because the
Company has not entered into derivative or hedging transactions.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin, or SAB, No. 101, "Revenue Recognition." SAB 101 provides guidance on
the recognition, presentation, and disclosure of revenue in financial
statements. SAB 101 is effective for Ansoft the first quarter of fiscal 2001.
The Company does not expect this pronouncement to significantly impact the
consolidated financial statements.
YEAR 2000 ISSUES
Ansoft's supported products are Year 2000 compliant. Our products do not rely on
knowledge of the date (date-sensitive data) for performance or functionality.
Our products only use date-sensitive data with respect to the licensing of our
products. During 1999, an evaluation was done to our internal support systems to
determine if they are Year 2000 ready to support our operations beyond the year
2000. We currently use third party software systems and applications.
Costs. We have not incurred and do not expect to incur material costs directly
related to Year 2000 in excess of normal upgrade and maintenance costs.
Risks. While we believe the risk is low, there is a possibility that a software
program or system Year 2000 compliance failure related to products, its internal
systems and software or those of its major suppliers and customers could still
occur. Lost revenues or the inability of the Company to operate for any
significant period of time that would result from a software program or system
Year 2000 compliance failure, could have a material adverse effect on the
Company's business, results of operations and financial condition.
As of the date of this filing, Ansoft has not experienced year 2000 related
disruptions.
ITEM 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest Rate Risk. The Company's exposure to market risk for changes in
interest rates relates primarily to its investment portfolio and debt
obligations. The Company mitigates its risk by diversifying its investments
among credit quality debt securities and limits the amount of credit exposure to
any one issuer. The Company does not hedge any interest rate exposures. The
portfolio includes only marketable securities with active secondary or resale
markets to ensure portfolio liquidity.
The following table presents the carrying value and related weighted-average
interest rates for the Company's investment portfolio. The carrying value
approximates fair value at April 30, 2000.
APRIL 30,
--------------------------------------------------------------------------------
2001 2002 2003 2004 2005 THEREAFTER TOTAL
(AMOUNTS IN THOUSANDS)
Fixed Marketable Securities -- -- -- $ 524 -- $3,396 $ 3,920
Average % Rate -- -- -- 6.43% -- 7.52% 7.38%
Variable Marketable Securities $17,722 -- -- -- -- -- $17,722
Average % Rate 8.75% -- -- -- -- -- 8.75%
Variable Debt $ 9,194 -- -- -- -- -- $ 9,194
Average % Rate 4.54% -- -- -- -- -- 4.54%
Foreign Currency Risk. The Company transacts business in various foreign
currencies. Accordingly, the Company is subject to exposure from adverse
movements in foreign currency exchange rates. As of April 30, 2000, the Company
had no hedging contracts
16
18
outstanding. The Company assesses the need to utilize financial instruments to
hedge currency exposures on an ongoing basis. The Company does not use
derivative financial instruments for speculative trading purposes.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None. There has not been a change of accountants in the past 24 months nor has
any disagreement on any matter of accounting principles or practices been
reported on Form 8-K during the same period.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Independent Auditors Report.............................................. 19
Consolidated Balance Sheets as of April 30, 2000 and 1999................ 20
Consolidated Statements of Operations for the years ended
April 30, 2000, 1999 and 1998......................................... 21
Consolidated Statements of Stockholders' Equity and
Comprehensive income for the years ended April 30, 2000,
1999 and 1998......................................................... 22
Consolidated Statements of Cash Flows for the years ended
April 30, 2000, 1999 and 1998 ........................................ 23
Notes to Consolidated Financial Statements............................... 24
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20
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Ansoft Corporation:
We have audited the accompanying consolidated balance sheets of Ansoft
Corporation and subsidiaries as of April 30, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity and comprehensive
income and cash flows for each of the years in the three-year period ended April
30, 2000. In connection with our audits of the consolidated financial
statements, we have also audited the financial statement schedule listed in Item
14. These consolidated financial statements and schedule are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ansoft Corporation
and subsidiaries as of April 30, 2000 and 1999, and the results of their
operations and their cash flows for each of the years in the three-year period
ended April 30, 2000, in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion, the related
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
KPMG LLP
Pittsburgh, Pennsylvania
May 24, 2000
19
21
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
April 30, April 30,
2000 1999
-------- --------
Assets
Current assets
Cash and cash equivalents $ 2,594 $ 2,489
Marketable securities 17,722 16,461
Accounts receivable net of allowance for doubtful accounts
of $221 and $175, respectively 10,550 8,645
Deferred income taxes 312 126
Prepaid expenses and other assets 941 709
-------- --------
Total current assets 32,119 28,430
Equipment and furniture 4,989 4,663
Marketable securities 3,920 5,730
Other assets 310 475
Deferred taxes - non current 2,886 2,993
Intangible assets 9,386 10,339
-------- --------
Total assets $ 53,610 $ 52,630
======== ========
Liabilities and stockholders' equity
Current liabilities
Line of credit $ 9,194 $ 7,446
Accounts payable and accrued expenses 1,383 1,057
Deferred revenue 3,883 3,228
-------- --------
Total current liabilities 14,460 11,731
Other liabilities 103 143
-------- --------
Total liabilities 14,563 11,874
Minority Interest -- (107)
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; 25,000
authorized; issued 11,780 and 11,658 shares, respectively 117 116
Additional paid-in capital 51,956 51,490
Treasury stock, 201 and 283 shares, respectively (1,131) (1,556)
Other accumulated comprehensive income (loss) (3,487) (1,013)
Accumulated deficit (8,408) (8,174)
-------- --------
Total stockholders' equity 39,047 40,863
Total liabilities and stockholders' equity $ 53,610 $ 52,630
======== ========
See accompanying notes to consolidated financial statements.
20
22
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FISCAL YEAR ENDED APRIL 30,
----------------------------------------
2000 1999 1998
-------- -------- --------
Revenue
License ............................. $ 25,806 $ 17,847 $ 19,974
Service and other ................... 7,685 6,628 6,309
-------- -------- --------
Total revenue ....................... 33,491 24,475 26,283
Cost and expenses
Sales and marketing ................. 19,421 17,061 12,643
Research and development ............ 10,176 8,391 7,299
General and administrative .......... 3,322 2,937 2,322
Amortization ........................ 2,512 1,691 1,495
-------- -------- --------
Total costs and expenses ............ 35,431 30,080 23,759
-------- -------- --------
Income (loss) from operations ....... (1,940) (5,605) 2,524
Interest income ..................... 2,153 1,693 709
Interest expense .................... (513) (106) (160)
-------- -------- --------
Income (loss) before income taxes.... (300) (4,018) 3,073
Income tax benefit .................. 66 1,210 1,000
-------- -------- --------
Net income (loss) ................... $ (234) $ (2,808) $ 4,073
======== ======== ========
Basic net income (loss) per share.... $ (0.02) $ (0.25) $ 0.42
======== ======== ========
Diluted net income (loss) per share.. $ (0.02) $ (0.25) $ 0.39
======== ======== ========
Weighted average shares outstanding
- -- basic......................... 11,460 11,310 9,681
======== ======== ========
- -- diluted ...................... 11,460 11,310 10,521
======== ======== ========
See accompanying notes to consolidated financial statements.
21
23
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
OTHER
COMMON STOCK ADDITIONAL TREASURY STOCK ACCUMULATED
COMPREHENSIVE -------------- PAID-IN -------------------- ACCUMULATED COMPREHENSIVE
INCOME (LOSS) SHARES AMOUNT CAPITAL SHARES AMOUNT DEFICIT INCOME (LOSS)
------------- ------ ------ ------- ------ ------ ------- -------------
Balance, April 30, 1997 ..... 8,989 $ 90 $24,310 -- -- $(9,439) $ (44)
Issuance of common stock .... 2,527 25 26,418 -- -- -- --
Net income .................. 4,073 -- -- -- -- -- 4,073 --
Unrecognized gain on
Marketable securities ..... 87 -- -- -- -- -- -- 87
------- ------ ------ ------- ------- ------- ------- -------
Balance, April 30, 1998 ..... $ 4,160 11,516 $ 115 $50,728 -- -- $(5,366) $ 43
Purchase of treasury stock .. -- -- -- -- (656) (3,728) -- --
Issuance of common stock .... -- 142 1 762 373 2,172 -- --
Net loss .................... (2.808) -- -- -- -- -- (2,808) --
Foreign currency
translation ................. (23) -- -- -- -- -- -- (23)
Unrecognized loss on
Marketable securities ..... (1,033) -- -- -- -- -- -- (1,033)
------- ------ ------ ------- ------- ------- ------- -------
Balance, April 30, 1999 ..... $(3,864) 11,658 $ 116 $51,490 (283) $(1,556) $(8,174) $(1,013)
Purchase of treasury stock .. -- -- -- -- (23) (162) -- --
Issuance of common stock .... -- 122 1 466 105 587 -- --
Net loss .................... (234) -- -- -- -- -- (234) --
Foreign currency
translation ................. (206) -- -- -- -- -- -- (206)
Unrecognized loss on
Marketable securities ..... (2,268) -- -- -- -- -- -- (2,268)
------- ------ ------ ------- ------- ------- ------- -------
Balance, April 30, 2000 ..... $(2,708) 11,780 $ 117 $51,956 (201) $(1,131) $(8,408) $(3,487)
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FISCAL YEAR ENDED APRIL 30,
-----------------------------------------------
2000 1999 1998
-------- -------- --------
Cash flows from operating activities
Net income (loss) .......................... $ (234) $ (2,808) $ 4,073
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities
Depreciation ............................... 1,090 983 640
Amortization ............................... 2,512 1,691 1,495
Deferred taxes ............................. (79) (1,211) (465)
Changes in assets and liabilities
Accounts receivable ........................ (1,905) (1,180) (3,336)
Prepaid expenses and other assets .......... (232) (173) (254)
Other long-term assets ..................... 125 (251) (257)
Accounts payable ........................... 163 (205) 385
Accrued wages and expenses ................. 161 (169) (778)
Deferred revenue ........................... 655 1,415 653
-------- -------- --------
Net cash provided (used) by operating
activities.................................... 2,256 (1,908) 2,156
-------- -------- --------
Cash flows from investing activities
Purchases of plant and equipment ........... (1,416) (2,549) (1,532)
Investment in acquired businesses .......... (724) (770) (2,285)
Sale of marketable securities .............. -- -- 534
Purchases of marketable securities ......... (1,716) (16,521) --
-------- -------- --------
Net cash used in investing activities ........ (3,856) (19,840) (3,283)
-------- -------- --------
Cash flows from financing activities
Proceeds from line of credit, net .......... 1,748 7,446 (4,208)
Purchase of treasury stock ................. (162) (4,177) --
Proceeds from the issuance of common
stock, net ............................... 325 314 25,700
-------- -------- --------
Net cash provided by financing activities .... 1,911 3,583 21,492
-------- -------- --------
Net increase (decrease) in cash and cash
Equivalents ................................ 311 (18,165) 20,365
Effect of exchange rate changes on cash ...... (206) (23) --
Cash and cash equivalents at beginning of
Period ..................................... 2,489 20,677 312
-------- -------- --------
Cash and cash equivalents at end of period ... $ 2,594 $ 2,489 $ 20,677
======== ======== ========
Supplemental disclosures of cash flow
Information
Cash paid for interest ..................... $ 458 $ 106 $ 160
======== ======== ========
Cash paid for income taxes ................. $ 6 $ 44 $ 80
======== ======== ========
Plant and equipment acquired through
assumption of liability .................. $ -- $ 203 $ 179
======== ======== ========
See accompanying notes to consolidated financial statements.
23
25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Ansoft Corporation ("Ansoft" or the "Company") is a leading developer of
electronic design automation ("EDA") software used in high technology products
and industries. Ansoft's software is used by electrical engineers in the design
of state of the art technology products, such as cellular phones, internet
networking, satellite communications systems, computer chips and circuit boards,
and electronic sensors and motors. Engineers use our software to maximize
product performance, eliminate physical prototypes, and to reduce
time-to-market.
Principles of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries, from the date of inception or acquisition. All
intercompany transactions have been eliminated. Effective December 23, 1999,
Ansoft completed the acquisition of Pacific Numerix ("PNC"). Effective July 24,
1996, April 9, 1997 and August 8, 1997, Ansoft acquired the EBU, Compact, and
Boulder, respectively.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses and disclosure of contingent assets and liabilities. The estimates
and assumptions used in the accompanying financial statements are based on
management's evaluation of the relevant facts and circumstances as of the date
of the financial statements. Actual results may differ from those estimates.
Cash Equivalents
Cash equivalents include only highly liquid debt instruments purchased with
original maturity dates of three months or less.
Marketable Securities
Marketable Securities consist of corporate bonds and other interest-bearing
securities and are classified as of April 30, 2000 and 1999, as available for
sale. Marketable securities available for sale are recorded at fair market value
based on quoted market prices and any unrecorded gains or losses are recorded as
other accumulated comprehensive income (loss) in stockholders' equity. Costs of
investments sold are determined on the basis of specific identification.
Plant and Equipment
Plant and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation for financial reporting purposes is computed using
the straight-line method based upon the estimated useful lives of the assets
which range from three to seven years. Assets acquired under capital leases and
leasehold improvements are amortized over their useful life or the lease term,
as appropriate.
Intangible Assets
Intangible assets consist mainly of customer lists, established workforce, and
purchased technology which are being amortized on a straight line basis over
seven, three and three years, respectively. Purchased technology represents
acquired software which has been fully developed, achieved technological
feasibility, reached commercial viability, and is generating revenue. The
carrying value of intangible assets are reviewed whenever circumstances occur
which indicate that the carrying value may not be recoverable.
24
26
Revenue Recognition
Revenue consists primarily of fees for licenses of the Company's software
products, maintenance and customer support.
Software Revenue. Prior to May 1, 1998, the Company complied with the American
Institute of Certified Public Accountants' (AICPA) Statement of Position (SOP)
91-1,"Software Revenue Recognition". Revenue from the sale of software licenses
was recognized after shipment of the products and fulfillment of acceptance
terms, if any, providing that no significant vendor and post-contract support
obligations remained and collection of the related receivable was probable. In
the first quarter of fiscal 1999, the Company adopted the provisions of the
AICPA SOP 97-2, "Software Revenue Recognition" (SOP 97-2). SOP 97-2 generally
requires revenue earned on software arrangements involving multiple elements to
be allocated to each element based on the relative fair values of the elements.
The revenue allocated to software products generally is recognized after
shipment of the products and fulfillment of acceptance terms. The effect of
adopting SOP 97-2 on May 1, 1998 was not material.
Service and Other Revenue. Maintenance revenue is deferred and recognized
ratably over the term of the maintenance agreement, which is typically 12
months. Revenue from customer training, support and other services is recognized
as the service is performed. Other revenue consists primarily of revenue earned
on development contracts with government-sponsored entities. Revenue under these
arrangements is recognized as the service is performed.
Software Development Costs
In accordance with Statement of Financial Accounting Standards (SFAS) No. 86,
the Company has evaluated the establishment of technological feasibility of its
various products during the development phase. Due to the dynamic changes in the
market, the Company has concluded that it cannot determine, with any reasonable
degree of accuracy, technological feasibility until the development phase of the
project is nearly complete. The time period during which costs could be
capitalized from the point of reaching technological feasibility until the time
of general product release is generally very short and, consequently, the
amounts that could be capitalized pursuant to SFAS No. 86 are not material to
the Company's financial position or results of operations. Therefore, the
Company charges all research and development expenses to operations in the
period incurred.
Income Taxes
Income taxes are provided for under the provisions of SFAS No. 109, "Accounting
for Income Taxes," for all periods presented. Under the asset and liability
method of SFAS No. 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under SFAS
No. 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
When necessary, valuation allowances are established to reduce deferred tax
assets to the amounts expected to be realized.
Net Income (Loss) Per Share
"Basic earnings (loss) per share" is calculated based upon the weighted average
number of common shares actually outstanding, and "diluted earnings per share"
is calculated based upon the weighted average number of common shares
outstanding and other potential common shares if they are dilutive.
The following is a reconciliation of the numerators and denominators of the
basic and diluted EPS computations for the years presented:
INCOME PER SHARE
(LOSS) SHARES AMOUNT
------ ------ ------
FISCAL YEAR ENDED APRIL 30, 2000
Basic net income (loss) per share....... $ (234) 11,460 $(0.02)
Effect of dilutive securities:
Stock options........................ -- -- $ --
======= ====== ======
Diluted net income (loss) per
share................................... $ (234) 11,460 $(0.02)
======= ====== ======
FISCAL YEAR ENDED APRIL 30, 1999
Basic net income (loss) per share....... $(2,808) 11,310 $(0.25)
Effect of dilutive securities:
Stock options........................ -- -- $ --
------- ------ ------
Diluted net income (loss) per
share................................... $(2,808) 11,310 $(0.25)
======= ====== ======
FISCAL YEAR ENDED APRIL 30, 1998
Basic net income (loss) per share....... $ 4,073 9,681 $ 0.42
Effect of dilutive securities:
Stock options........................ -- 840 $(0.03)
======= ====== ======
Diluted net income (loss) per share..... $ 4,073 10,521 $ 0.39
======= ====== ======
25
27
Stock Based Compensation
The Company accounts for stock-based compensation in accordance with the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards (SFAS) No. 123 "Accounting for Stock-Based Compensation." This
statement permits a company to choose either a new fair value based method of
accounting for its stock-based compensation arrangements or to comply with APB
Opinion 25 intrinsic value based method adding pro forma disclosures of net
income and earnings per share computed as if the fair value based method had
been applied in the financial statements. The Company has adopted SFAS No. 123
by retaining APB Opinion 25 method of accounting for stock-based compensation
with annual pro forma disclosures of net income and earnings per share.
Comprehensive Income
In 1997, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income,"
which was adopted by the Company in the first quarter of fiscal 1999. SFAS
No.130 establishes new rules for the reporting and display of comprehensive
income and its components; however, the adoption of this Statement had no impact
on the Company's results of operations or stockholders' equity.
2. ACQUISITIONS AND RELATED INTANGIBLE ASSETS
On July 24, 1996, the Company acquired the EBU for $5,600 in cash. On April 9,
1997, the Company acquired all of the outstanding capital stock of Compact for
$3,000 in cash and 1,273 shares of the Company's Common Stock. On August 11,
1997, the Company acquired Boulder by the merger of Boulder with and into the
Company, in consideration for $743 in cash and 108 shares of the Company's
Common Stock. On April 28th, 1999, Ansoft acquired the majority of the
outstanding stock of Pacific Numerix for 377 shares and $600 in cash. On
December 31, 1999, Ansoft acquired the remaining portion of Pacific Numerix for
108 shares and $7 in cash. The cost of these acquisitions has been allocated on
the basis of the estimated fair value of the assets acquired and the liabilities
assumed. The allocation of the EBU and Compact acquisitions resulted in charges
of $3,100 and $5,700 recorded, respectively, in fiscal 1997 based on the future
expected cash flows of certain acquired in process research and development that
had not reached technological feasibility. The acquisitions have been accounted
for as purchases, and their respective financial results have been included in
the accompanying consolidated financial statements since the date of their
respective acquisitions.
The following unaudited pro forma summary presents information as if the
acquisition of Pacific Numerix occurred at the beginning of the periods
presented. The pro forma information is provided for information purposes only.
It is based on historical information and does not necessarily reflect the
actual results that would have occurred, nor is it necessarily indicative of
future results of operations of the combined enterprise.
FISCAL YEAR ENDED APRIL 30,
---------------------------------
2000 1999 1998
------- ------- -------
Revenue......................................... $33,491 $26,864 $29,562
Pro forma net income (loss)..................... $ (234) $(4,553) $ 3,357
Pro forma net income (loss) per common share... $ (0.02) $ (0.39) $ 0.31
26
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3. PLANT AND EQUIPMENT
Plant and equipment consist of the following:
APRIL 30,
-------------------
2000 1999
------- -------
Computers and equipment.................................... $ 7,293 $ 6,237
Furniture and fixtures..................................... 1,129 903
Leasehold improvements..................................... 523 389
------- -------
8,945 7,529
Less allowances for depreciation and amortization ......... 3,956 2,866
------- -------
$ 4,989 $ 4,663
======= =======
4. INTANGIBLE ASSETS
Intangible assets consist of the following:
APRIL 30,
-------------------
2000 1999
------- -------
Customer list........................... $11,503 $10,281
Established work force.................. 1,730 1,679
Purchased technology.................... 1,684 1,398
Goodwill................................ 574 574
------- -------
15,491 13,932
Less allowances for amortization ....... 6,105 3,593
------- -------
$ 9,386 $10,339
======= =======
5. MARKETABLE SECURITIES
Marketable securities, classified as available for sale, are summarized as
follows:
UNREALIZED
AMORTIZED GAIN MARKET
COST (LOSS) VALUE
--------- ---------- ------
April 30, 2000
Marketable Securities ..... $24,894 $(3,252) $21,642
April 30, 1999
Marketable Securities ..... $23,181 $ (990) $22,191
The carrying values of marketable securities as of April 30, 2000, by maturity
is shown below:
Due in less than one year ... $17,722
Due in one to five years .... $ 524
Due in five to ten years .... 3,396
-------
$21,642
Gross realized gains (losses) on sales of securities in fiscal 2000, 1999 and
1998 were immaterial.
6. LINE OF CREDIT
The Company has available a $10.0 million secured line of credit from a domestic
financial institution at an interest rate equal to LIBOR plus an applicable
margin rate. The line of credit is secured by the marketable securities held
with the institution. As of April 30, 2000, $9.2 million was the outstanding
balance on the line of credit and the weighted average interest rate was 4.54%.
27
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7. LEASES
The Company leases its corporate headquarters in Pittsburgh, Pennsylvania, and
other facilities under operating lease agreements which expire over the next six
years. Rental expense incurred by the Company under operating lease agreements
totaled $1,525, $1,281 and $978 for the years ended April 30, 2000, 1999 and
1998, respectively. The future minimum lease payments for such operating leases
as of April 30, 2000, are:
YEAR ENDING APRIL 30,
----------------------
2001............ 1,131
2002............ 872
2003............ 817
2004............ 629
2005............ 564
Thereafter...... 762
------
$4,775
======
8. STOCKHOLDERS' EQUITY
In February 1998, the Company closed its public offering of 2.3 million shares
of Common Stock. The net proceeds of the offering were approximately $25,500,
after deducting applicable costs and expenses.
9. COMMON STOCK OPTIONS
The Company's 1988 Stock Option Plan (1988 Plan) authorizes the issuance of 850
shares of Common Stock for the grant of incentive or nonstatutory stock options
to employees and directors. Under the terms of the 1988 Plan, options to
purchase Common Stock are granted at no less than the stock's estimated fair
market value at the date of the grant and may be exercised during specified
future periods as determined by the Board of Directors. The 1988 Plan provides
that the options shall expire no more than ten years after the date of the
grant.
In March 1995, the Board of Directors approved a 1995 Stock Option Plan (1995
Plan) that authorized the issuance of up to 350 shares of Common Stock for the
grant of incentive or nonstatutory stock options to employees and directors. The
Board of Directors approved an additional 1,850 shares of Common Stock for
grant. Under the terms of the 1995 Plan, options to purchase Common Stock are
granted at no less than the stock's estimated fair market value at the date of
the grant and may be exercised during specified future periods as determined by
the Board of Directors. The 1995 Plan provides that the options shall expire no
more than ten years after the date of the grant.
Shares underlying outstanding options under the 1988 Plan and the 1995 Plan are
as follows:
SHARES UNDERLYING
OUTSTANDING OPTIONS
------------------------------
SHARES PRICE
------- -------------
Outstanding, April 30, 1997... 992 $1.00--$6.50
Granted..................... 544 $5.00--$16.63
Exercised................... (121) $1.00--$5.38
Canceled.................... (100) $2.00--$10.13
------- -------------
Outstanding, April 30, 1998... 1,515 $1.00--$16.63
Granted..................... 1,135 $5.06--$5.56
Exercised................... (142) $1.00--$5.38
Canceled.................... (426) $2.00--$16.63
------- -------------
Outstanding, April 30, 1999... 2,073 $1.14--$6.00
Granted..................... 621 $5.50--$7.3125
Exercised................... (113) $1.14--$5.38
Canceled.................... (126) $2.00--$16.63
------- -------------
Outstanding, April 30, 2000... 2,455 $1.75--$7.3125
======= --------------
Options to purchase 1,141 shares of Common Stock were exercisable as of April
30, 2000 and options to purchase 236 shares of Common Stock were available for
future grant as of April 30, 2000.
As permitted under Statement of Financial Accounting Standards No. 123 ("SFAS
123"), "Accounting for Stock-Based Compensation," the Company has elected to
follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to
28
30
Employees" ("APB 25"), and related Interpretations, in accounting for
stock-based awards to employees. Under APB 25, because the exercise price of the
Company's employee stock options generally equals the market price of the
underlying stock on the date of grant, no compensation expense has been
recognized in the Company's consolidated financial statements during fiscal
2000, 1999 or 1998.
Pro forma information regarding net income and earnings (loss) per share is
required by SFAS 123. This information is required to be determined as if the
Company had accounted for its employee stock options (including shares issued
under the Stock Purchase Plan, collectively called "options") granted subsequent
to April 30, 1995 under the fair value method prescribed by SFAS 123. The fair
value of options granted in fiscal years 2000, 1999 or 1998, reported below has
been estimated at the date of grant using a Black-Scholes option pricing model
with the following weighted average assumptions:
FISCAL YEAR ENDED APRIL 30,
---------------------------
2000 1999 1998
--------- --------- --------
Risk-free rate (%) ......... 5.50 4.86 6.05
Volatility (%).............. 30.00 54.00 34.00
Expected Life (in Years) ... 8.50 9.66 10.00
Dividend Yield (%) ......... 0.00 0.00 0.00
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including the expected stock price volatility. Because
the Company's options have characteristics significantly different from those of
traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in the opinion of management, the
existing models do not necessarily provide a reliable single measure of the fair
value of its options. However, based solely on this analysis, the weighted
average estimated fair value of employee stock options granted during 2000, 1999
or 1998, was $3.02, $3.57 and $5.82 per share, respectively.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information follows (unaudited):
FISCAL YEAR ENDED APRIL 30,
---------------------------
2000 1999 1998
----------- ----------- --------
Pro forma net income (loss) ...... $(1,590) $(3,742) $3,373
Pro forma net income (loss)
per common share ................. $ (0.14) $ (0.33) $ 0.32
Because the Company anticipates making additional grants and options vest over
several years, the effects on pro forma disclosures of applying SFAS 123 are not
likely to be representative of the effects on pro forma disclosures of future
years. SFAS 123 is applicable only to options granted subsequent to April 30,
1995.
29
31
The following table summarizes information about stock options outstanding as of
April 30, 2000:
OPTIONS OUTSTANDING
-----------------------------------------
OPTIONS EXERCISABLE
-----------------------
WEIGHTED-
NUMBER AVERAGE WEIGHTED- NUMBER WEIGHTED
RANGE OF OUTSTANDING REMAINING AVERAGE EXERCISABLE AVERAGE
EXERCISE AT APRIL 30, CONTRACTUAL EXERCISE AT APRIL 30, EXERCISE
PRICES 2000 LIFE PRICE 2000 PRICE
------ ---- ---- ----- ---- -----
$1.75--$2.00 339 3.74 $1.83 339 $1.83
$3.50--$5.00 533 5.90 $4.87 404 $4.84
$5.063-$7.313 1,583 8.10 $5.46 398 $5.35
10. EXPORT SALES, MAJOR CUSTOMERS AND CREDIT RISK
Export sales, principally to Asia, accounted for 48%, 52% and 48% of total
product revenue in 2000, 1999 or 1998, respectively. Included in export sales to
Asia were sales to Japan, which accounted for approximately 17%, 16% and 16% of
total revenue in fiscal 2000, 1999 or 1998, respectively. No other foreign
country accounted for more than 10% of total revenue during these periods.
The Company markets its software products to customers throughout the world
directly and through distributors and generally does not require collateral.
However, letters of credit are obtained from certain international customers
prior to shipment. The Company performs ongoing credit evaluations of its
customers and maintains an allowance for potential credit losses. The Company
believes that it has adequately provided for credit losses.
11. INCOME TAX
The provisions for income taxes consists of the following:
APRIL 30,
----------------------------
2000 1999 1998
-------- --------- -------
Current:
Federal............... $ 13 $ -- $ 333
Foreign............... -- -- --
State................. -- -- 95
---- ------- -------
Total.............. 13 -- 428
Deferred:
Federal............... (70) (1,057) (1,447)
State................. (9) (153) 19
---- ------- -------
Total.............. (79) (1,210) (1,428)
------- -------
Total benefit for
income taxes.......... $(66) $(1,210) $(1,000)
==== ======= =======
The Company's actual income tax expense (benefit) differs from the expected
income tax expense (benefit) computed by applying the statutory federal income
before income taxes as a result of the following:
APRIL 30,
-----------------------------
2000 1999 1998
---- ---- ----
Income tax expense (benefit) at
statutory rate......................... $(102) $(1,366) $ 1,044
State income tax, net of federal
offset................................. (6) (101) 142
Net deductible intangible assets....... -- -- --
Expiration of state net operating
losses................................. -- -- 241
Change in valuation allowance.......... (18) 43 (2,857)
Reduction in state deferred tax due
to decrease in state effective tax
rate................................... -- -- 243
Other, net............................. 60 214 187
----- ------- -------
Actual income tax benefit.............. $ (66) $(1,210) $(1,000)
===== ======= =======
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32
In addition to the income tax expense (benefit) reported above, a deferred tax
liability of $640 was recorded during the fiscal year ended April 30, 1998 in
connection with the acquisition of Boulder.
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities are presented below:
APRIL 30,
-----------------------
2000 1999
---- ----
Deferred tax assets:
Net operating loss carryforward ........... $ 2,833 $ 3,295
Allowance for doubtful accounts ........... 84 66
Alternative minimum tax credit
carryforward ......................... 104 86
Foreign Tax Credit carryforward ........... -- --
Intangible Assets ......................... 758 71
Net Unrealized Losses on Available for
Sale Securities ....................... 1,105 340
------- -------
Total gross deferred tax assets ............. 4,884 3,858
Less valuation allowance .................... 1,130 383
------- -------
Net deferred tax assets ..................... 3,754 3,475
Deferred tax liabilities:
Intangible assets ......................... -- --
Property, plant, and equipment ............ (556) (356)
------- -------
Total gross deferred tax liability .......... (556) (356)
------- -------
Net deferred taxes .......................... $ 3,198 $ 3,119
======= =======
The valuation allowance for deferred tax assets as of May 1, 1999 and 1998 was
$383 and $0, respectively. The net change in the total valuation allowance for
the years ended April 30, 2000 and April 30, 1999 was an increase of $747 and
$383, respectively. Management evaluates the recoverability of the deferred tax
assets and the level of the valuation on a quarterly basis. In assessing the
realizability of the deferred tax assets, management considers whether it is
more likely than not that some portion or all of the deferred tax assets will
not be realized. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods in which those
temporary differences become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment.
An additional gross deferred tax benefit of $765 was generated in the year ended
April 30, 2000 with respect to unrealized losses on available for sale
securities. Since it was more likely than not that some portion, or all of, the
unrealized loss would not be realized, management placed a valuation of $765
upon this deferred tax asset, and no benefit was reported in stockholder's
equity or income.
As of April 30, 2000, the Company had net operating loss carryforwards for
federal income tax purposes of $8,247 which are available to offset future
federal taxable income, if any, through April 30, 2019.
12. EMPLOYEE BENEFIT PLAN
The Company has a 401(k) savings and retirement plan which covers its full-time
employees who have attained the age of 21 and have completed six months of
service. Eligible employees make voluntary contributions to the plan up to 15%
of their annual compensation. The Company is not required to contribute, nor has
it contributed, to the 401(k) Plan.
13. COMMITMENTS AND CONTINGENCIES
The Company is not a party to any litigation and is not aware of any threatened
litigation, unasserted claims or assessments that could have a material adverse
effect on the Company's business, consolidated operating results or consolidated
financial condition.
31
33
PART IV
ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) documents filed as part of this report:
1. Financial statements. The following consolidated financial statements are
filed as part of this annual report on form 10-k.
PAGE
----
Independent Auditors' Report........................................................................ 19
Consolidated Balance Sheets as of April 30, 2000 and 1999........................................... 20
Consolidated Statements of Operations for the years ended April 30, 2000, 1999 and 1998 ............ 21
Consolidated Statements of Stockholders' Equity and Comprehensive income for the years ended
April 30, 2000, 1999 and 1998.................................................................. 22
Consolidated Statements of Cash Flows for the years ended April 30, 2000, 1999 and 1998 ............ 23
Notes to Consolidated Financial Statements.......................................................... 24
2. Financial Statement Schedule:
Schedule II--Valuation and Qualifying Accounts for each of the three years ended April 30, 2000 ........ 35
FINANCIAL STATEMENT SCHEDULES NOT LISTED ABOVE HAVE BEEN OMITTED BECAUSE THEY
ARE INAPPLICABLE, ARE NOT REQUIRED UNDER APPLICABLE PROVISIONS OF REGULATION
S-X, OR THE INFORMATION THAT WOULD OTHERWISE BE INCLUDED IN SUCH SCHEDULES IS
CONTAINED IN THE REGISTRANT'S FINANCIAL STATEMENTS OR ACCOMPANYING NOTES.
2. Exhibits. The Exhibits listed below are filed or incorporated by reference
as part of this Annual Report on Form 10-K.
EXHIBIT
NUMBER DESCRIPTION
------ -------------------------------------------------------------------------------
1.1 Underwriting Agreement (incorporated by reference from Registration
Statement No. 333-40189).
3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference from Registration Statement No. 333-40189).
3.2 Certificate of Amendment to the Company's Amended and Restated Certificate of
Incorporation (incorporated by reference from Registration Statement No.
333-40189).
3.3 Bylaws of the Company (incorporated by reference from Registration
Statement No. 333-1398).
10.1 1988 Stock Option Plan of the Company (incorporated by reference from
Registration Statement No. 333-1398).
10.2 1995 Stock Option Plan of the Company (incorporated by reference from
Registration Statement No. 333-1398).
10.3 Zoltan Cendes Stock Option Agreement, dated April 30, 1995 (incorporated by
reference from Registration Statement No. 333-1398).
10.4 Office Lease Agreement between Commerce Court Associates and the Company
dated June 7, 1989 (incorporated by reference from Registration Statement
No. 333-1398).
10.5 Amendment No. 1 to Office Lease Agreement between Commerce Court Associates
and the Company dated March 17, 1994 (incorporated by reference from
Registration Statement No. 333-1398).
10.6 Software Distribution Agreement, by and between the Company and
Hewlett-Packard, dated January 1, 1994 (incorporated by reference from
Registration Statement No. 333-1398).
10.7 First Amendment to Software Distribution Agreement, by and between the
Company and Hewlett-Packard, dated May 9, 1995 (incorporated by reference
from Registration Statement No. 333-1398).
10.8 Second Amendment to Software Distribution Agreement, by and between the
Company and Hewlett-Packard, dated September 7, 1995 (incorporated by
reference from Registration Statement No. 333-1398).
10.9 Underwriting Agreement dated April 3, 1996 by and between Registrant and
Janney Montgomery Scott Inc. and Pennsylvania Merchant Group Ltd., as
representatives for the Underwriters identified therein (incorporated
by reference from Registration Statement No. 333-1398).
10.10 Jacob K. White Stock Option Agreement dated February 1, 1996, as amended
(incorporated by reference from Registration Statement No. 333-40189).
10.11 John N. Whelihan Stock Option Agreement dated February 1, 1996, as amended.
(incorporated by reference from Registration Statement No. 333-40189).
10.12 Asset Purchase Agreement by and between Ansoft Corporation and The
MacNeal-Schwendler Corporation dated as of July 24, 1996 for the
Electronic Business Unit (incorporated by reference from the Company's
Current Report filed on Form 8-K dated August 9, 1996, as amended by
the Company's Current Report filed on Form 8-K/A dated October 8, 1997).
32
34
EXHIBIT
NUMBER DESCRIPTION
------ -------------------------------------------------------------------------------
10.13 Stock Purchase Agreement by and between Ansoft Corporation and Dr. Ulrich L.
Rohde and Dr. Meta Rohde dated as of April 9, 1997 (incorporated by
reference from the Company's Current Report filed on Form 8-K dated
April 22, 1997, as amended by the Company's Current Report filed on
Form 8-K/A dated June 26, 1997).
10.14 Registration Rights Agreement between the Company and Dr. Ulrich L. Rohde
and Dr. Meta Rohde dated as of April 9, 1997.
21.1 Subsidiaries of the registrant (incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended April 30,
1997).
23.1 Consent of Buchanan Ingersoll Professional Corporation (incorporated by
reference from Registration Statement No. 333-40189).
24.1 Powers of Attorney (incorporated by reference from Registration Statement
No. 333-40189).
*27.1 Financial Data Schedule.
*Filed herewith
(b) Reports on Form 8-K filed during the last quarter of fiscal 2000.
None.
33
35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on July 27, 2000.
ANSOFT CORPORATION
By /s/ NICHOLAS CSENDES
---------------------------------
Nicholas Csendes
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on July 27, 2000.
SIGNATURE TITLE
/s/ NICHOLAS CSENDES Director, President and Chief Executive
----------------------------------- Officer (Principal Executive Officer)
Nicholas Csendes
/s/ ZOLTAN J. CENDES Director, Chief Technology Officer and
----------------------------------- Chairman of the Board of Directors
Zoltan J. Cendes
/s/ THOMAS A.N. MILLER Director
-----------------------------------
Thomas A.N. Miller
/s/ ULRICH L. ROHDE Director
-----------------------------------
Ulrich L. Rohde
/s/ JOHN N. WHELIHAN Director
-----------------------------------
John N. Whelihan
/s/ JACOB WHITE Director
-----------------------------------
Jacob White
/s/ ANTHONY L. RYAN Chief Financial Officer (Principal
----------------------------------- Financial and Accounting Officer)
Anthony L. Ryan
34
36
Schedule II-Valuation and Qualifying Accounts
(In thousands)
Balance as of Additions Balance as of
the Beginning Charged to Costs the End of
of the Period and Expenses Deductions the Period
------------- ------------- ---------- -----------
Year ended April 30, 2000
Allowance for doubtful accounts 175 46 -- 221
Year ended April 30, 1999
Allowance for doubtful accounts 150 25 -- 175
Year ended April 30, 1998
Allowance for doubtful accounts 125 25 -- 150
35