Ansys Announces Q3 Financial Results

/ Q3 2024 Results

• Revenue of $601.9 million
• GAAP diluted earnings per share of $1.46 and non-GAAP diluted earnings per share of $2.58
• GAAP operating profit margin of 26.8% and non-GAAP operating profit margin of 45.8%
• Operating cash flows of $174.2 million and unlevered operating cash flows of $184.5 million
• Annual contract value (ACV) of $540.5 million
• Deferred revenue and backlog of $1,463.8 million on September 30, 2024

PITTSBURGH, Nov. 06, 2024 (GLOBE NEWSWIRE) — ANSYS, Inc. (NASDAQ: ANSS), today reported third quarter 2024 revenue of $601.9 million, an increase of 31% in reported and constant currency when compared to the third quarter of 2023. For the third quarter of 2024, the Company reported diluted earnings per share of $1.46 and $2.58 on a GAAP and non-GAAP basis, respectively, compared to $0.64 and $1.41 on a GAAP and non-GAAP basis, respectively, for the third quarter of 2023. Additionally, the Company reported third quarter ACV growth of 18% in reported and constant currency, when compared to the third quarter of 2023. The Company continues to expect FY 2024 ACV growth to be double-digit.

On January 15, 2024, the Company entered into a definitive agreement with Synopsys, Inc. (Synopsys) under which Synopsys will acquire Ansys. Ansys and Synopsys have received foreign direct investment approvals for the proposed transaction in nearly all of the relevant jurisdictions, and received unconditional clearance from the Israeli Competition Authority on October 9, 2024. The transaction is anticipated to close in the first half of 2025, subject to the receipt of required regulatory approvals and other customary closing conditions. As previously announced, in light of the pending transaction with Synopsys, Ansys has suspended quarterly earnings conference calls and no longer provides quarterly or annual guidance.

The non-GAAP financial results highlighted represent non-GAAP financial measures. Reconciliations of these measures to the comparable GAAP measures for the three and nine months ended September 30, 2024 and 2023 can be found later in this release.

/ Summary of Financial Results

Ansys’ third quarter and year-to-date (YTD) 2024 and 2023 financial results are presented below. The 2024 and 2023 non-GAAP results exclude the income statement effects of stock-based compensation, excess payroll taxes related to stock-based compensation, amortization of acquired intangible assets, expenses related to business combinations and adjustments for the income tax effect of the excluded items.

Our results are as follows:

	GAAP
(in thousands, except per share data and percentages)	Q3 QTD 2024				Q3 QTD 2023				% Change			Q3 YTD 2024				Q3 YTD 2023				% Change
Revenue	$	601,892			$	458,795			31.2	%		$	1,662,635			$	1,464,841			13.5	%
Net income	$	128,192			$	55,502			131.0	%		$	293,004			$	225,650			29.8	%
Diluted earnings per share	$	1.46			$	0.64			128.1	%		$	3.34			$	2.58			29.5	%
Gross margin		88.5	%			85.8	%						87.5	%			86.3	%
Operating profit margin		26.8	%			15.2	%						21.8	%			20.0	%
Effective tax rate		20.5	%			11.3	%						18.3	%			15.6	%

	Non-GAAP
(in thousands, except per share data and percentages)	Q3 QTD 2024				Q3 QTD 2023				% Change			Q3 YTD 2024				Q3 YTD 2023				% Change
Net income	$	227,010			$	122,897			84.7	%		$	568,208			$	423,991			34.0	%
Diluted earnings per share	$	2.58			$	1.41			83.0	%		$	6.47			$	4.85			33.4	%
Gross margin		92.8	%			91.1	%						92.2	%			91.1	%
Operating profit margin		45.8	%			34.1	%						41.6	%			36.8	%
Effective tax rate		17.5	%			17.5	%						17.5	%			17.5	%

	Other Metrics
(in thousands, except percentages)	Q3 QTD 2024			Q3 QTD 2023			% Change			Q3 YTD 2024			Q3 YTD 2023			% Change
ACV	$	540,527		$	457,549		18.1	%		$	1,468,477		$	1,345,305		9.2	%
Operating cash flows	$	174,237		$	160,768		8.4	%		$	537,767		$	484,400		11.0	%
Unlevered operating cash flows	$	184,482		$	170,625		8.1	%		$	567,805		$	512,281		10.8	%

Supplemental Financial Information

/ Annual Contract Value

(in thousands, except percentages)	Q3 QTD 2024			Q3 QTD 2024 in Constant Currency			Q3 QTD 2023			% Change			% Change in Constant Currency
ACV	$	540,527		$	538,963		$	457,549		18.1	%		17.8	%
(in thousands, except percentages)	Q3 YTD 2024			Q3 YTD 2024 in Constant Currency			Q3 YTD 2023			% Change			% Change in Constant Currency
ACV	$	1,468,477		$	1,483,108		$	1,345,305		9.2	%		10.2	%

Recurring ACV includes both subscription lease ACV and all maintenance ACV (including maintenance from perpetual licenses). It excludes perpetual license ACV and service ACV.

 

/ Revenue

(in thousands, except percentages)	Q3 QTD 2024			Q3 QTD 2024 in Constant Currency			Q3 QTD 2023			% Change			% Change in Constant Currency
Revenue	$	601,892		$	601,759		$	458,795		31.2	%		31.2	%
(in thousands, except percentages)	Q3 YTD 2024			Q3 YTD 2024 in Constant Currency			Q3 YTD 2023			% Change			% Change in Constant Currency
Revenue	$	1,662,635		$	1,676,211		$	1,464,841		13.5	%		14.4	%

The increase in revenue was driven by strong multi-year lease growth. The Company closed an $88 million contract during the quarter in the high-tech industry in the Americas region, contributing to multi-year lease growth.

REVENUE BY LICENSE TYPE
(in thousands, except percentages)	Q3 QTD 2024			% of Total			Q3 QTD 2023			% of Total			% Change			% Change in Constant Currency
Subscription Lease	$	194,322		32.3	%		$	103,573		22.6	%		87.6	%		87.4	%
Perpetual		82,626		13.7	%			58,849		12.8	%		40.4	%		39.9	%
Maintenance1		306,670		51.0	%			278,108		60.6	%		10.3	%		10.5	%
Service		18,274		3.0	%			18,265		4.0	%		—	%		(0.3)%
Total	$	601,892					$	458,795					31.2	%		31.2	%
(in thousands, except percentages)	Q3 YTD 2024			% of Total			Q3 YTD 2023			% of Total			% Change			% Change in Constant Currency
Subscription Lease	$	507,711		30.5	%		$	386,494		26.4	%		31.4	%		32.3	%
Perpetual		212,790		12.8	%			199,977		13.7	%		6.4	%		6.9	%
Maintenance1		889,836		53.5	%			820,393		56.0	%		8.5	%		9.5	%
Service		52,298		3.1	%			57,977		4.0	%		(9.8) %			(9.5)%
Total	$	1,662,635					$	1,464,841					13.5	%		14.4	%

_{¹ Maintenance revenue is inclusive of both maintenance associated with perpetual licenses and the maintenance component of subscription leases.}

REVENUE BY GEOGRAPHY
(in thousands, except percentages)	Q3 QTD 2024			% of Total			Q3 QTD 2023			% of Total			% Change			% Change in Constant Currency
Americas	$	306,516		50.9	%		$	218,294		47.6	%		40.4	%		40.4	%
Germany		38,717		6.4	%			37,901		8.3	%		2.2	%		0.7	%
Other EMEA		98,303		16.3	%			83,719		18.2	%		17.4	%		15.2	%
EMEA		137,020		22.8	%			121,620		26.5	%		12.7	%		10.7	%
Japan		46,737		7.8	%			40,956		8.9	%		14.1	%		16.9	%
Other Asia-Pacific		111,619		18.5	%			77,925		17.0	%		43.2	%		44.6	%
Asia-Pacific		158,356		26.3	%			118,881		25.9	%		33.2	%		35.1	%
Total	$	601,892					$	458,795					31.2	%		31.2	%
(in thousands, except percentages)	Q3 YTD 2024			% of Total			Q3 YTD 2023			% of Total			% Change			% Change in Constant Currency
Americas	$	839,615		50.5	%		$	695,561		47.5	%		20.7	%		20.7	%
Germany		111,187		6.7	%			117,240		8.0	%		(5.2) %			(5.7) %
Other EMEA		275,250		16.6	%			251,696		17.2	%		9.4	%		8.4	%
EMEA		386,437		23.2	%			368,936		25.2	%		4.7	%		3.9	%
Japan		132,253		8.0	%			141,770		9.7	%		(6.7) %			1.8	%
Other Asia-Pacific		304,330		18.3	%			258,574		17.7	%		17.7	%		19.4	%
Asia-Pacific		436,583		26.3	%			400,344		27.3	%		9.1	%		13.2	%
Total	$	1,662,635					$	1,464,841					13.5	%		14.4	%

REVENUE BY CHANNEL
	Q3 QTD 2024			Q3 QTD 2023			Q3 YTD 2024			Q3 YTD 2023
Direct revenue, as a percentage of total revenue	74.6	%		73.5	%		72.8	%		73.7	%
Indirect revenue, as a percentage of total revenue	25.4	%		26.5	%		27.2	%		26.3	%

/ Deferred Revenue and Backlog

(in thousands)	September 30, 2024			June 30, 2024			September 30, 2023			June 30, 2023
Current Deferred Revenue	$	427,188		$	423,848		$	349,668		$	374,407
Current Backlog		475,604			438,189			424,547			435,812
Total Current Deferred Revenue and Backlog		902,792			862,037			774,215			810,219
Long-Term Deferred Revenue		24,150			22,072			20,765			22,099
Long-Term Backlog		536,855			509,898			410,697			463,480
Total Long-Term Deferred Revenue and Backlog		561,005			531,970			431,462			485,579
Total Deferred Revenue and Backlog	$	1,463,797		$	1,394,007		$	1,205,677		$	1,295,798

/ Currency

The third quarter and YTD 2024 revenue, operating income, ACV and deferred revenue and backlog, as compared to the third quarter and YTD 2023, were impacted by fluctuations in the exchange rates of foreign currencies against the U.S. Dollar. The currency fluctuation impacts on revenue, GAAP and non-GAAP operating income, ACV, and deferred revenue and backlog based on 2023 exchange rates are reflected in the tables below. Amounts in brackets indicate an adverse impact from currency fluctuations.

(in thousands)	Q3 QTD 2024				Q3 YTD 2024
Revenue	$	133			$	(13,576	)
GAAP operating income	$	(418	)		$	(10,531	)
Non-GAAP operating income	$	(320	)		$	(10,259	)
ACV	$	1,564			$	(14,631	)
Deferred revenue and backlog	$	27,904			$	(2,687	)

The most meaningful currency impacts are typically attributable to U.S. Dollar exchange rate changes against the Euro and Japanese Yen. Historical exchange rates are reflected in the charts below.

	Period-End Exchange Rates
As of	EUR/USD		USD/JPY
September 30, 2024	1.11		144
December 31, 2023	1.10		141
September 30, 2023	1.06		149

	Average Exchange Rates
Three Months Ended	EUR/USD		USD/JPY
September 30, 2024	1.10		149
September 30, 2023	1.09		145

	Average Exchange Rates
Nine Months Ended	EUR/USD		USD/JPY
September 30, 2024	1.09		151
September 30, 2023	1.08		138

/ GAAP Financial Statements

ANSYS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands)	September 30, 2024			December 31, 2023
ASSETS:
Cash & short-term investments	$	1,295,269		$	860,390
Accounts receivable, net		782,674			864,526
Goodwill		3,818,560			3,805,874
Other intangibles, net		756,712			835,417
Other assets		954,858			956,668
Total assets	$	7,608,073		$	7,322,875
LIABILITIES & STOCKHOLDERS’ EQUITY:
Current deferred revenue	$	427,188		$	457,514
Long-term debt		754,128			753,891
Other liabilities		597,981			721,106
Stockholders’ equity		5,828,776			5,390,364
Total liabilities & stockholders’ equity	$	7,608,073		$	7,322,875

ANSYS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
	Three Months Ended								Nine Months Ended
(in thousands, except per share data)	September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Revenue:
Software licenses	$	276,948			$	162,422			$	720,501			$	586,471
Maintenance and service		324,944				296,373				942,134				878,370
Total revenue		601,892				458,795				1,662,635				1,464,841
Cost of sales:
Software licenses		11,067				8,692				32,420				29,095
Amortization		21,890				20,707				66,759				60,404
Maintenance and service		36,152				35,858				107,952				111,750
Total cost of sales		69,109				65,257				207,131				201,249
Gross profit		532,783				393,538				1,455,504				1,263,592
Operating expenses:
Selling, general and administrative		233,065				194,552				681,331				585,278
Research and development		132,320				123,223				393,755				368,581
Amortization		5,860				5,947				18,125				16,598
Total operating expenses		371,245				323,722				1,093,211				970,457
Operating income		161,538				69,816				362,293				293,135
Interest income		13,292				4,909				36,495				12,389
Interest expense		(12,318	)			(12,276	)			(36,925	)			(34,594	)
Other (expense) income, net		(1,257	)			96				(3,118	)			(3,564	)
Income before income tax provision		161,255				62,545				358,745				267,366
Income tax provision		33,063				7,043				65,741				41,716
Net income	$	128,192			$	55,502			$	293,004			$	225,650
Earnings per share – basic:
Earnings per share	$	1.47			$	0.64			$	3.36			$	2.60
Weighted average shares		87,399				86,817				87,266				86,814
Earnings per share – diluted:
Earnings per share	$	1.46			$	0.64			$	3.34			$	2.58
Weighted average shares		87,885				87,381				87,814				87,335

/ Glossary of Terms

Annual Contract Value (ACV): ACV is a key performance metric and is useful to investors in assessing the strength and trajectory of our business. ACV is a supplemental metric to help evaluate the annual performance of the business. Over the life of the contract, ACV equals the total value realized from a customer. ACV is not impacted by the timing of license revenue recognition. ACV is used by management in financial and operational decision-making and in setting sales targets used for compensation. ACV is not a replacement for, and should be viewed independently of, GAAP revenue and deferred revenue as ACV is a performance metric and is not intended to be combined with any of these items. There is no GAAP measure comparable to ACV. ACV is composed of the following:

• the annualized value of maintenance and subscription lease contracts with start dates or anniversary dates during the period, plus
• the value of perpetual license contracts with start dates during the period, plus
• the annualized value of fixed-term services contracts with start dates or anniversary dates during the period, plus
• the value of work performed during the period on fixed-deliverable services contracts.

When we refer to the anniversary dates in the definition of ACV above, we are referencing the date of the beginning of the next twelve-month period in a contractually committed multi-year contract. If a contract is three years in duration, with a start date of July 1, 2024, the anniversary dates would be July 1, 2025 and July 1, 2026. We label these anniversary dates as they are contractually committed. While this contract would be up for renewal on July 1, 2027, our ACV performance metric does not assume any contract renewals.

Example 1: For purposes of calculating ACV, a $100,000 subscription lease contract or a $100,000 maintenance contract with a term of July 1, 2024 – June 30, 2025, would each contribute $100,000 to ACV for fiscal year 2024 with no contribution to ACV for fiscal year 2025.

Example 2: For purposes of calculating ACV, a $300,000 subscription lease contract or a $300,000 maintenance contract with a term of July 1, 2024 – June 30, 2027, would each contribute $100,000 to ACV in each of fiscal years 2024, 2025 and 2026. There would be no contribution to ACV for fiscal year 2027 as each period captures the full annual value upon the anniversary date.

Example 3: A perpetual license valued at $200,000 with a contract start date of March 1, 2024 would contribute $200,000 to ACV in fiscal year 2024.

Backlog: Deferred revenue associated with installment billings for periods beyond the current quarterly billing cycle and committed contracts with start dates beyond the end of the current period.

Deferred Revenue: Billings made or payments received in advance of revenue recognition.

Subscription Lease or Time-Based License: A license of a stated product of our software that is granted to a customer for use over a specified time period, which can be months or years in length. In addition to the use of the software, the customer is provided with access to maintenance (unspecified version upgrades and technical support) without additional charge. The revenue related to these contracts is recognized ratably over the contract period for the maintenance portion and up front for the license portion.

Perpetual / Paid-Up License: A license of a stated product and version of our software that is granted to a customer for use in perpetuity. The revenue related to this type of license is recognized up front.

Maintenance: A contract, typically one year in duration, that is purchased by the owner of a perpetual license and that provides access to unspecified version upgrades and technical support during the duration of the contract. The revenue from these contracts is recognized ratably over the contract period.

/ Reconciliations of GAAP to Non-GAAP Measures (Unaudited)

	Three Months Ended
	September 30, 2024
(in thousands, except percentages and per share data)	Gross Profit			% of Revenue			Operating Income			% of Revenue			Net Income				EPS – Diluted1
Total GAAP	$	532,783		88.5	%		$	161,538		26.8	%		$	128,192			$	1.46
Stock-based compensation expense		3,653		0.6	%			72,330		12.1	%			72,330				0.81
Excess payroll taxes related to stock-based awards		41		—	%			646		0.1	%			646				0.01
Amortization of intangible assets from acquisitions		21,890		3.7	%			27,750		4.6	%			27,750				0.32
Expenses related to business combinations		—		—	%			13,183		2.2	%			13,183				0.15
Adjustment for income tax effect		—		—	%			—		—	%			(15,091	)			(0.17	)
Total non-GAAP	$	558,367		92.8	%		$	275,447		45.8	%		$	227,010			$	2.58

_{¹ Diluted weighted average shares were 87,885.}

	Three Months Ended
	September 30, 2023
(in thousands, except percentages and per share data)	Gross Profit			% of Revenue			Operating Income			% of Revenue			Net Income				EPS – Diluted1
Total GAAP	$	393,538		85.8	%		$	69,816		15.2	%		$	55,502			$	0.64
Stock-based compensation expense		3,568		0.8	%			58,061		12.7	%			58,061				0.66
Excess payroll taxes related to stock-based awards		3		—	%			241		0.1	%			241				—
Amortization of intangible assets from acquisitions		20,707		4.5	%			26,654		5.8	%			26,654				0.31
Expenses related to business combinations		—		—	%			1,465		0.3	%			1,465				0.02
Adjustment for income tax effect		—		—	%			—		—	%			(19,026	)			(0.22	)
Total non-GAAP	$	417,816		91.1	%		$	156,237		34.1	%		$	122,897			$	1.41

_{¹ Diluted weighted average shares were 87,381.}

	Nine Months Ended
	September 30, 2024
(in thousands, except percentages and per share data)	Gross Profit			% of Revenue			Operating Income			% of Revenue			Net Income				EPS – Diluted1
Total GAAP	$	1,455,504		87.5	%		$	362,293		21.8	%		$	293,004			$	3.34
Stock-based compensation expense		10,678		0.6	%			197,884		11.9	%			197,884				2.25
Excess payroll taxes related to stock-based awards		467		0.1	%			7,371		0.4	%			7,371				0.08
Amortization of intangible assets from acquisitions		66,759		4.0	%			84,884		5.1	%			84,884				0.97
Expenses related to business combinations		—		—	%			39,853		2.4	%			39,853				0.45
Adjustment for income tax effect		—		—	%			—		—	%			(54,788	)			(0.62	)
Total non-GAAP	$	1,533,408		92.2	%		$	692,285		41.6	%		$	568,208			$	6.47

_{¹ Diluted weighted average shares were 87,814.}

	Nine Months Ended
	September 30, 2023
(in thousands, except percentages and per share data)	Gross Profit			% of Revenue			Operating Income			% of Revenue			Net Income				EPS – Diluted1
Total GAAP	$	1,263,592		86.3	%		$	293,135		20.0	%		$	225,650			$	2.58
Stock-based compensation expense		9,924		0.6	%			158,533		10.7	%			158,533				1.81
Excess payroll taxes related to stock-based awards		303		—	%			5,270		0.4	%			5,270				0.06
Amortization of intangible assets from acquisitions		60,404		4.2	%			77,002		5.3	%			77,002				0.88
Expenses related to business combinations		—		—	%			5,758		0.4	%			5,758				0.07
Adjustment for income tax effect		—		—	%			—		—	%			(48,222	)			(0.55	)
Total non-GAAP	$	1,334,223		91.1	%		$	539,698		36.8	%		$	423,991			$	4.85

_{¹ Diluted weighted average shares were 87,335.}

	Three Months Ended								Nine Months Ended
(in thousands)	September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Net cash provided by operating activities	$	174,237			$	160,768			$	537,767			$	484,400
Cash paid for interest		12,418				11,948				36,410				33,795
Tax benefit		(2,173	)			(2,091	)			(6,372	)			(5,914	)
Unlevered operating cash flows	$	184,482			$	170,625			$	567,805			$	512,281

/ Use of Non-GAAP Measures

We provide non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income, non-GAAP diluted earnings per share and unlevered operating cash flows as supplemental measures to GAAP regarding our operational performance. These financial measures exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. A detailed explanation of each of the adjustments to these financial measures is described below. This press release also contains a reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure, as applicable.

We use non-GAAP financial measures (a) to evaluate our historical and prospective financial performance as well as our performance relative to our competitors, (b) to set internal sales targets and spending budgets, (c) to allocate resources, (d) to measure operational profitability and the accuracy of forecasting, (e) to assess financial discipline over operational expenditures and (f) as an important factor in determining variable compensation for management and employees. In addition, many financial analysts that follow us focus on and publish both historical results and future projections based on non-GAAP financial measures. We believe that it is in the best interest of our investors to provide this information to analysts so that they accurately report the non-GAAP financial information. Moreover, investors have historically requested, and we have historically reported, these non-GAAP financial measures as a means of providing consistent and comparable information with past reports of financial results.

While we believe that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all our competitors and may not be directly comparable to similarly titled measures of our competitors due to potential differences in the exact method of calculation. We compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.

The adjustments to these non-GAAP financial measures, and the basis for such adjustments, are outlined below:

Amortization of intangible assets from acquisitions. We incur amortization of intangible assets, included in our GAAP presentation of amortization expense, related to various acquisitions we have made. We exclude these expenses for the purpose of calculating non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational performance because these costs are fixed at the time of an acquisition, are then amortized over a period of several years after the acquisition and generally cannot be changed or influenced by us after the acquisition. Accordingly, we do not consider these expenses for purposes of evaluating our performance during the applicable time period after the acquisition, and we exclude such expenses when making decisions to allocate resources. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate the effectiveness of the methodology and information used by us in our financial and operational decision-making, and (b) compare our past reports of financial results as we have historically reported these non-GAAP financial measures.

Stock-based compensation expense. We incur expense related to stock-based compensation included in our GAAP presentation of cost of maintenance and service; research and development expense; and selling, general and administrative expense. This non-GAAP adjustment also includes excess payroll tax expense related to stock-based compensation. Although stock-based compensation is an expense and viewed as a form of compensation, we exclude these expenses for the purpose of calculating non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational performance. Specifically, we exclude stock-based compensation during our annual budgeting process and our quarterly and annual assessments of our performance. The annual budgeting process is the primary mechanism whereby we allocate resources to various initiatives and operational requirements. Additionally, the annual review by our Board of Directors during which it compares our historical business model and profitability to the planned business model and profitability for the forthcoming year excludes the impact of stock-based compensation. In evaluating the performance of our senior management and department managers, charges related to stock-based compensation are excluded from expenditure and profitability results. In fact, we record stock-based compensation expense into a stand-alone cost center for which no single operational manager is responsible or accountable. In this way, we can review, on a period-to-period basis, each manager’s performance and assess financial discipline over operational expenditures without the effect of stock-based compensation. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate our operating results and the effectiveness of the methodology used by us to review our operating results, and (b) review historical comparability in our financial reporting as well as comparability with competitors’ operating results.

Expenses related to business combinations. We incur expenses for professional services rendered in connection with business combinations, which are included in our GAAP presentation of selling, general and administrative expense. We also incur other expenses directly related to business combinations, including compensation expenses and concurrent restructuring activities, such as employee severances and other exit costs. These costs are included in our GAAP presentation of selling, general and administrative and research and development expenses. We exclude these acquisition-related expenses for the purpose of calculating non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational performance, as we generally would not have otherwise incurred these expenses in the periods presented as a part of our operations. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate our operating results and the effectiveness of the methodology used by us to review our operating results, and (b) review historical comparability in our financial reporting as well as comparability with competitors’ operating results.

Non-GAAP tax provision. We utilize a normalized non-GAAP annual effective tax rate (AETR) to calculate non-GAAP measures. This methodology provides better consistency across interim reporting periods by eliminating the effects of non-recurring items and aligning the non-GAAP tax rate with our expected geographic earnings mix. To project this rate, we analyzed our historic and projected non-GAAP earnings mix by geography along with other factors such as our current tax structure, recurring tax credits and incentives, and expected tax positions. On an annual basis we re-evaluate and update this rate for significant items that may materially affect our projections.

Unlevered operating cash flows. We make cash payments for the interest incurred in connection with our debt financing which are included in our GAAP presentation of operating cash flows. We exclude this cash paid for interest, net of the associated tax benefit, for the purpose of calculating unlevered operating cash flows. Unlevered operating cash flow is a supplemental non-GAAP measure that we use to evaluate our core operating business. We believe this measure is useful to investors and management because it provides a measure of our cash generated through operating activities independent of the capital structure of the business.

Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
We have provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures as listed below:

GAAP Reporting Measure	Non-GAAP Reporting Measure
Gross Profit	Non-GAAP Gross Profit
Gross Profit Margin	Non-GAAP Gross Profit Margin
Operating Income	Non-GAAP Operating Income
Operating Profit Margin	Non-GAAP Operating Profit Margin
Net Income	Non-GAAP Net Income
Diluted Earnings Per Share	Non-GAAP Diluted Earnings Per Share
Operating Cash Flows	Unlevered Operating Cash Flows

Constant currency. In addition to the non-GAAP financial measures detailed above, we use constant currency results for financial and operational decision-making and as a means to evaluate period-to-period comparisons by excluding the effects of foreign currency fluctuations on the reported results. To present this information, the 2024 period results for entities whose functional currency is a currency other than the U.S. Dollar were converted to U.S. Dollars at rates that were in effect for the 2023 comparable period, rather than the actual exchange rates in effect for 2024. Constant currency growth rates are calculated by adjusting the 2024 period reported amounts by the 2024 currency fluctuation impacts and comparing the adjusted amounts to the 2023 comparable period reported amounts. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate the effectiveness of the methodology and information used by us in our financial and operational decision-making, and (b) compare our reported results to our past reports of financial results without the effects of foreign currency fluctuations.

/ About Ansys

Our Mission: Powering Innovation that Drives Human Advancement™

When visionary companies need to know how their world-changing ideas will perform, they close the gap between design and reality with Ansys simulation. For more than 50 years, Ansys software has enabled innovators across industries to push boundaries by using the predictive power of simulation. From sustainable transportation to advanced semiconductors, from satellite systems to life-saving medical devices, the next great leaps in human advancement will be powered by Ansys.

/ Forward-Looking Information

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements are statements that provide current expectations or forecasts of future events based on certain assumptions. Forward-looking statements are subject to risks, uncertainties, and factors relating to our business which could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements.

Forward-looking statements use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “project,” “should,” “target,” or other words of similar meaning. Forward-looking statements include those about market opportunity, including our total addressable market, the proposed transaction with Synopsys, Inc., including the expected date of closing and the potential benefits thereof, and other aspects of future operations. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

The risks associated with the following, among others, could cause actual results to differ materially from those described in any forward-looking statements:

• our ability to complete the proposed transaction with Synopsys on anticipated terms and timing, including obtaining regulatory approvals, and other conditions related to the completion of the transaction;
   
• the realization of the anticipated benefits of the proposed transaction with Synopsys, including potential disruptions to our and Synopsys’ businesses and commercial relationships with others resulting from the announcement, pendency, or completion of the proposed transaction and uncertainty as to the long-term value of Synopsys’ common stock;
   
• restrictions on our operations during the pendency of the proposed transaction with Synopsys that could impact our ability to pursue certain business opportunities or strategic transactions, including tuck-in M&A;
   
• adverse conditions in the macroeconomic environment, including inflation, recessionary conditions and volatility in equity and foreign exchange markets;
   
• political, economic and regulatory uncertainties in the countries and regions in which we operate;
   
• impacts from tariffs, trade sanctions, export controls or other trade barriers, including export control restrictions and licensing requirements for exports to China;
   
• impacts resulting from the conflict between Israel and Hamas and other countries and groups in the Middle East, including impacts from changes to diplomatic relations and trade policy between the United States and other countries resulting from the conflict;
   
• impacts from changes to diplomatic relations and trade policy between the United States and Russia or between the United States and other countries that may support Russia or take similar actions due to the conflict between Russia and Ukraine;
   
• constrained credit and liquidity due to disruptions in the global economy and financial markets, which may limit or delay availability of credit under our existing or new credit facilities, or which may limit our ability to obtain credit or financing on acceptable terms or at all;
   
• our ability to timely recruit and retain key personnel in a highly competitive labor market, including potential financial impacts of wage inflation and potential impacts due to the proposed transaction with Synopsys;
   
• our ability to protect our proprietary technology; cybersecurity threats or other security breaches, including in relation to breaches occurring through our products and an increased level of our activity that is occurring from remote global off-site locations; and disclosure and misuse of employee or customer data whether as a result of a cybersecurity incident or otherwise;
   
• increased volatility in our revenue due to the timing, duration and value of multi-year subscription lease contracts; and our reliance on high renewal rates for annual subscription lease and maintenance contracts;
   
• declines in our customers’ businesses resulting in adverse changes in procurement patterns; disruptions in accounts receivable and cash flow due to customers’ liquidity challenges and commercial deterioration; uncertainties regarding demand for our products and services in the future and our customers’ acceptance of new products; delays or declines in anticipated sales due to reduced or altered sales and marketing interactions with customers; and potential variations in our sales forecast compared to actual sales;
   
• our ability and our channel partners’ ability to comply with laws and regulations in relevant jurisdictions; and the outcome of contingencies, including legal proceedings, government or regulatory investigations and tax audit cases;
   
• uncertainty regarding income tax estimates in the jurisdictions in which we operate; and the effect of changes in tax laws and regulations in the jurisdictions in which we operate;
   
• the quality of our products, including the strength of features, functionality and integrated multiphysics capabilities; our ability to develop and market new products to address the industry’s rapidly changing technology; failures or errors in our products and services; and increased pricing pressure as a result of the competitive environment in which we operate;
   
• investments in complementary companies, products, services and technologies; our ability to complete and successfully integrate our acquisitions and realize the financial and business benefits of such transactions; and the impact indebtedness incurred in connection with any acquisition could have on our operations;
   
• investments in global sales and marketing organizations and global business infrastructure, and dependence on our channel partners for the distribution of our products;
   
• current and potential future impacts of any global health crisis, natural disaster or catastrophe; the actions taken to address these events by our customers, our suppliers, and regulatory authorities; the resulting effects on our business, the global economy and our consolidated financial statements; and other public health and safety risks and related government actions or mandates;
   
• operational disruptions generally or specifically in connection with transitions to and from remote work environments; and the failure of our technological infrastructure or those of the service providers upon whom we rely including for infrastructure and cloud services;
   
• our intention to repatriate previously taxed earnings and to reinvest all other earnings of our non-U.S. subsidiaries;
   
• plans for future capital spending; the extent of corporate benefits from such spending including with respect to customer relationship management; and higher than anticipated costs for research and development or a slowdown in our research and development activities;
   
• our ability to execute on our strategies related to environmental, social, and governance matters, and meet evolving and varied expectations, including as a result of evolving regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs and the availability of requisite financing, and changes in carbon markets; and
   
• other risks and uncertainties described in our reports filed from time to time with the Securities and Exchange Commission (the SEC).  

Important Information and Where to Find It

This document refers to a proposed transaction between Synopsys and Ansys. In connection with the proposed transaction, Synopsys filed with the SEC, and the SEC declared effective on April 17, 2024, a registration statement on Form S-4 (File No. 333-277912), that included a prospectus with respect to the shares of common stock of Synopsys to be issued in the proposed transaction and a proxy statement of Ansys which is referred to herein as the “proxy statement/prospectus.” Ansys and Synopsys have filed and may continue to file with the SEC other documents regarding the proposed transaction. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document that Synopsys or Ansys may file with the SEC. The definitive proxy statement/prospectus has been mailed to all Ansys stockholders as of the record date. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED BY ANSYS OR SYNOPSYS WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Synopsys or Ansys through the website maintained by the SEC at www.sec.gov. 

The documents filed by Ansys with the SEC also may be obtained free of charge at Ansys’ website at https://investors.ansys.com/ or upon written request to [email protected]. The documents filed by Synopsys with the SEC also may be obtained free of charge at Synopsys’ website at https://investor.synopsys.com/overview/default.aspx or upon written request to Synopsys at Synopsys, Inc., 675 Almanor Avenue, Sunnyvale, California 94085, Attention: Investor Relations.

No Offer or Solicitation

This document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Ansys and any and all ANSYS, Inc. brand, product, service and feature names, logos and slogans are registered trademarks or trademarks of ANSYS, Inc. or its subsidiaries in the United States or other countries. All other brand, product, service and feature names or trademarks are the property of their respective owners.

Visit https://investors.ansys.com for more information.

ANSS-F

Photos accompanying this announcement are available at
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