UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 0-20853
ANSYS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3219960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
275 Technology Drive, Canonsburg, PA 15317
(Address of principal executive offices) (Zip Code)
724-746-3304
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each class) (Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
(Title of class)
Indicate by a check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]
Indicate by a 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 the 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. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the closing sale price of the Common Stock on
March 12, 2002 as reported on the NASDAQ National Market, was approximately
$342,232,472. Shares of Common Stock held by each officer and director and
by each person who owns 5% or more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive
determination for other purposes.
The number of shares of the Registrant's Common Stock, par value $.01 per
share, outstanding as of March 12, 2002 was 14,701,332 shares.
===============================================================================
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 2001 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement for the Registrant's 2002 Annual Meeting of
Stockholders to be held on May 9, 2002 are incorporated by reference into Part
III.
IMPORTANT FACTORS REGARDING FUTURE RESULTS
Information provided by ANSYS, Inc. (the "Company"), including information
contained in this Annual Report on Form 10-K, or by its spokespersons may from
time to time contain forward-looking statements concerning such matters as
projected financial performance, market and industry segment growth, product
development and commercialization, acquisitions or other aspects of future
operations. Such statements, made pursuant to the safe harbor established by the
securities laws, are based on the assumptions and expectations of the Company's
management at the time such statements are made. The Company cautions investors
that its performance (and, therefore, any forward-looking statement) is subject
to risks and uncertainties. Various important factors, including but not limited
to those discussed herein, may cause the Company's future results to differ
materially from those projected in any forward-looking statement. Important
information about the basis for those assumptions is contained in "Important
Factors Regarding Future Results" included in Item 7 "Management's Discussion
and Analysis of Financial Condition and Results of Operations," incorporated by
reference to pages 20 through 29 of the Company's 2001 Annual Report to
Stockholders. All information presented is as of December 31, 2001, unless
otherwise indicated.
PART I
ITEM 1: BUSINESS
ANSYS, Inc., founded in 1970 as Swanson Analysis Systems, Inc., develops and
globally markets engineering simulation software used by designers and engineers
across a broad spectrum of industries, including aerospace, automotive,
manufacturing, nuclear, electronics and biomedical. The Company develops open
and flexible simulation solutions that enable users to simulate design
performance, providing a common platform for fast, efficient and cost-effective
product development, from design concept to final-stage testing and performance
validation. The Company distributes its ANSYS(R), DesignSpace(R),
AI*Solutions(TM), ICEM CFD Engineering and CADOE products and technologies
through a network of channel partners in 37 countries, in addition to its own
direct sales offices in strategic locations throughout the world.
The Company's major product lines are described as follows:
ANSYS(R) Software Suite
-------------------------
Incorporating design simulation and virtual prototyping into a product
development process is critical for all product development organizations.
Virtual product simulation minimizes costs and improves time-to-market by
allowing all necessary structural, thermal, electromagnetic and fluid-flow
design tests to be conducted within a virtual environment. For more than 30
years, the Company has developed the ANSYS software suite, the most
comprehensive, technologically advanced package to address the varied simulation
needs of all industries. Product teams can determine the real-world behavior of
3-D product designs, including the effects of multiple physics for added
accuracy and product reliability.
DesignSpace(R) Software Suite
-------------------------------
DesignSpace is a powerful, yet easy-to-use simulation software package that
gives product designers and engineers the ability to conceptualize, design and
validate all of their ideas on their desktops. This streamlined, user-friendly
simulation tool gives designers and engineers the ability to perform real-world
structural, thermal, dynamic, weight optimization, performance optimization,
vibration mode and safety factor simulations on their designs.
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ICEM CFD Engineering Software Suite
-----------------------------------
ICEM CFD software products are utilized in the pre- and post-processing of
engineering applications such as computational fluid dynamics (CFD) and
structural analysis. The major products in this suite include ICEM CFD, the
leading software for 3-D grid generation for CFD, and Icepak, an electronics
cooling simulation system created in collaboration with Fluent, Inc.
AI*Solutions Software Suite
---------------------------
Introduced in 2001, the AI*Solutions software suite combines state-of-the-art
technology from ICEM CFD Engineering with the expertise of the ANSYS software
suite to provide product development teams with the latest simulation products
and technology platforms.
CADOE Software Suite
--------------------
During 2001, the Company acquired CADOE S.A. (CADOE), a leading-edge independent
software vendor that specializes in the computer-aided design (CAD) and
computer-aided engineering (CAE) markets. Based in Lyon, France, CADOE develops
unique and innovative industrial solutions for parametric analysis and
optimization that can be applied to many disciplines, including computational
fluid dynamics, structural analysis, electromagnetism and acoustics.
Additionally, CADOE offers a unique collaborative engineering product that
provides analysis results in a format understandable by design engineers,
facilitating collaboration between designers and analysis specialists.
PRODUCT DEVELOPMENT
The Company makes significant investments in research and development and
emphasizes accelerated new product releases. The Company's product development
strategy centers on ongoing development and innovation of new technologies to
increase productivity and provide solutions that customers can integrate into
enterprise-wide engineering systems. The Company's product development efforts
focus on extensions of the full product line with new functional modules,
further integration with CAD and product lifecycle management (PLM) products and
the development of new products based on object-oriented technology. The
Company's products run on the most widely-used engineering computing platforms
and operating systems, including Windows 2000, Windows NT, Linux and most UNIX
workstations.
During 2001, the Company completed the following major product development
activities and releases:
.. The release of DesignSpace 6.0. This enhanced version of DesignSpace allows
product designers and engineers to quickly move their designs through the
product development cycle. This release incorporates new enhancements such
as surface model simulation, non-linear contact and parametric simulation
that accelerate the product development cycle and lay the foundation for
collaborative engineering.
.. The release of ANSYS 6.0, a new and enhanced version of the Company's
flagship multiphysics product, and all component products. ANSYS 6.0 has
enhanced virtual product simulation capabilities designed to minimize costs
and improve time to market by allowing all necessary structural, thermal,
electromagnetic and fluid-flow design tests to be conducted within a
virtual environment. Product teams can better determine the real-world
behavior of 3-D product designs, including the effects of multiple physics
for added accuracy and product reliability. This release also incorporates
a new Probabilistic Analysis Method Wizard that simplifies the determining
process for the appropriate probabilistic analysis method, and a Shell
Section builder that eases the definition of layered composite elements.
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.. The introduction of the AI*Solutions software suite includes the
following new products:
. AI*Workbench, an open and flexible application development
technology platform that enables customers and partners to create
customer- and industry-specific engineering simulation solutions
to meet their specific needs.
. AI*EMAX, a family of high-frequency electromagnetic analysis
products for the electronics industry that supports the
functionality to analyze RF/microwave passive components and
circuits, electromagnetic interference and compatibility
(EMI/EMC), antenna design, and object identification.
. AI*Environment, the next generation of general pre- and
post-processing tools for mechanical engineering. AI*Environment
includes the industry's leading meshing technologies from the
Company's ICEM CFD Engineering subsidiary.
The Company's total research and development expense was $16.9 million, $14.5
million and $13.5 million in 2001, 2000 and 1999, or 19.9%, 19.5% and 21.3% of
total revenue, respectively. As of December 31, 2001, the Company's product
development staff consisted of 169 full time employees, most of whom hold
advanced degrees and have industry experience in engineering, mathematics,
computer science or related disciplines.
The Company uses multi-functional teams to develop its products and develops
them simultaneously on multiple platforms to reduce subsequent porting costs. In
addition to developing source code, these teams create and perform highly
automated software verification tests; develop on-line documentation and support
for the products; implement development enhancement tools, software
configuration management and product licensing processes; and conduct regression
tests of ANSYS products for all supported platforms.
PRODUCT QUALITY
During 2001, the Company enhanced its ISO 9001 quality system and achieved ISO
9001:2000 certification. This standard applies to the ANSYS, DesignSpace and
AI*Solutions software suite products, and covers all product-related activities,
from establishing product requirements to customer service practices and
procedures.
In accordance with the ISO 9001:2000 certification for its quality system, the
Company's employees perform all product development and support tasks according
to predefined quality plans, procedures and work instructions. These plans
define for each project the methods to be used, the responsibilities of project
participants and the quality objectives to be met. To ensure that the Company
meets or surpasses the IS0 9001 standards, the Company establishes quality plans
for all products and services, subjects product designs to multiple levels of
testing and verification and selects development subcontractors in accordance
with processes established under the Company's quality system.
SALES AND MARKETING
The Company distributes and supports its products through its global ASD and
reseller network, as well as through its own strategic direct sales offices.
This network provides the Company with a cost-effective, highly specialized
channel of distribution and technical support. Approximately 57% of the
Company's total revenue in 2001 was derived through the ASD and reseller
network.
At December 31, 2001, the ASD network consisted of 30 independent distributors
in 37 countries, including 13 in North America, 6 in Europe and 11 throughout
the Asia-Pacific region and the remainder of the world. The ASDs sell ANSYS and
DesignSpace products to new customers, expand installations within the existing
customer base, offer training and consulting services and provide the first line
of ANSYS technical support. The Company's ASD certification process helps to
ensure that each ASD has the ongoing capacity to adequately represent the
Company's expanding product lines and provide an acceptable level of training,
consultation and customer support.
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The Company also has a direct sales management infrastructure in place to
develop an enterprise-wide, focused sales approach and to implement a worldwide
major account strategy. The sales management organization also functions as a
focal point for requests to ANSYS from the ASD and reseller channel, and
provides additional support in strategic locations through the presence of
direct sales offices. As of December 31, 2001, a Vice President of Sales and
Support, with a supporting North American Vice President of Sales, a European
Vice President of Sales, and an International Vice President of Sales, headed
the Company's sales management organization. These senior members of sales
management were supported by Regional Sales Directors, devoted to the overall
management of stated sales territories, and Strategic Account Managers, devoted
to specific major accounts within those territories.
During 2001, the Company continued to invest in its existing domestic and
international strategic sales offices and established a new sales office in
India during the latter part of 2001. In total, the Company's direct sales
offices employ 96 persons, who are responsible for the sales, marketing
initiatives and administrative activities in those geographic areas designed to
support the Company's overall revenue growth and market share expansion
strategies.
During 2001, the Company also continued to expand the reseller channel for both
its ANSYS and DesignSpace products. This channel complements the ASD network by
establishing a broader user base for the Company's products and services. As of
December 31, 2001, the Company had signed agreements with over 200 resellers.
The resellers are required to have appropriately trained marketing and technical
personnel.
The Company's products have an installed base of approximately 74,000 seats at
commercial sites and approximately 126,000 seats at university sites worldwide.
The Company's products are utilized by organizations ranging in size from small
consulting firms to the world's largest industrial companies. No single customer
accounted for more than 10% of the Company's revenue in 2001.
Information with respect to foreign and domestic revenue may be found in Note 14
to the Consolidated Financial Statements and the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of the
Annual Report to Stockholders for the year ended December 31, 2001 ("2001 Annual
Report to Stockholders"), which financial statements are included in Exhibit
13.1 to this Annual Report on Form 10-K and incorporated herein by reference.
STRATEGIC ALLIANCES AND MARKETING RELATIONSHIPS
The Company has established and continues to pursue strategic alliances with
advanced technology suppliers and marketing relationships with hardware vendors,
specialized application developers, CAD and PLM providers. The Company believes
these relationships allow accelerated incorporation of advanced technology into
the ANSYS, DesignSpace, AI*Solutions, ICEM CFD and CADOE product families,
provide access to important new markets, expand the Company's sales channels,
develop specialized product applications and provide direct integration with
leading CAD systems.
The Company has technical and marketing relationships with leading CAD vendors,
such as Autodesk, Parametric Technology Corporation, Dassault Systemes and
Electronic Data Systems to provide direct links between products. These links
facilitate the transfer of electronic data models between the CAD system and
ANSYS products.
In 2001, the Company announced a strategic OEM partnership with SAS LLC, a
provider of NASTRAN simulation software and services. This global alliance will
be focused on the joint development of a new NASTRAN computer-aided engineering
solution that will be distributed exclusively by the Company. The solution will
integrate the technologies of ANSYS, Inc., CADOE S.A., ICEM CFD Engineering and
SAS LLC to provide users with a comprehensive NASTRAN product.
The Company has established relationships with leading suppliers of computer
hardware, including Hewlett-Packard, Compaq, SGI, Sun Microsystems, IBM, Dell,
Intel and various graphics card vendors. These relationships typically provide
the Company with joint marketing opportunities such as advertising, events and
internet links with the hardware partner's home page. In addition, the Company
receives reduced equipment costs and software porting support to ensure that the
Company's software products are certified to run on various hardware platforms.
The Company's Enhanced Solution Partner Program actively encourages specialized
developers of niche software solutions to use ANSYS as a development platform
for their applications. In most cases, the sale of the Enhanced Solution
Partners' products is accompanied by the sale of an ANSYS product.
5
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The Company has a software license agreement with Livermore Software Technology
Corporation ("LSTC") under which LSTC has provided LS/DYNA software for explicit
dynamics solutions used in applications such as crash test simulation in the
automotive and other industries. Under this arrangement, LSTC assists in the
integration of the LS-DYNA software with the Company's pre- and post-processing
capabilities and provides updates and problem resolution in return for a share
of revenue from sales of ANSYS/LS-DYNA.
The Company has a software license agreement with International Technology
Group, Inc. (ITI) under which ITI provides CADfix software and associated tools
and utilities aimed at improving the success of transferring geometry from
multiple CAD programs to ANSYS software products. Under this agreement, ITI
assists in the integration of CADfix software with the Company's products and
provides updates and problem resolution in return for a share of revenue from
sales of CADfix for ANSYS.
The Company also partners with SimUtility, Inc. to provide the e-CAE ASP program
via e-CAE.com. This program provides a mechanism for running large ANSYS
simulations on parallel compute servers at a remote data center site using the
Internet or dedicated lines. The system has been developed to allow users the
ability to submit jobs in a "batch" style of computing, with specific controls
on job execution parameters, and is ideal for users who require occasional
"surge" capacity for time critical simulations or periodic simulations of large
models.
COMPETITION
The CAD, CAE and computer-aided manufacturing ("CAM") markets are intensely
competitive. In the traditional CAE market, the Company's primary competitors
include MSC.Software Corporation and Hibbitt, Karlsson and Sorensen, Inc. The
Company also faces competition from smaller vendors of specialized analysis
applications in fields such as computational fluid dynamics. In addition,
certain integrated CAD and PLM suppliers such as Parametric Technology
Corporation, Electronic Data Systems Corporation and Dassault Systemes provide
varying levels of design analysis, optimization and verification capabilities as
part of their product offerings. The entrance of new competitors would likely
intensify competition in all or a portion of the overall CAD, CAE and CAM
markets. Some of the Company's current and possible future competitors have
greater financial, technical, marketing and other resources than the Company,
and some have well-established relationships with current and potential
customers of the Company. It is also possible that alliances among competitors
may emerge and rapidly acquire significant market share or that competition will
increase as a result of software industry consolidation. Increased competition
may result in price reductions, reduced profitability and loss of market share,
any of which would materially adversely affect the Company's business, financial
condition and results of operations.
The Company believes that the principal competitive factors affecting its market
include ease of use; breadth and depth of functionality; flexibility; quality;
ease of integration into CAD systems; file compatibility across computer
platforms; range of supported computer platforms; performance; price and cost of
ownership; customer service and support; company reputation and financial
viability; and effectiveness of sales and marketing efforts. Although the
Company believes that it currently competes effectively with respect to such
factors, there can be no assurance that the Company will be able to maintain its
competitive position against current and potential competitors. There also can
be no assurance that CAD software companies will not develop their own analysis
software, acquire analysis software from companies other than the Company or
otherwise discontinue their relationships with the Company. If any of these
events occur, the Company's business, financial condition and results of
operations could be materially adversely affected.
6
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PROPRIETARY RIGHTS AND LICENSES
The Company regards its software as proprietary and relies on a combination of
trade secret, copyright and trademark laws, license agreements, nondisclosure
and other contractual provisions, and technical measures to protect its
proprietary rights in its products. The Company distributes its software under
software license agreements that grant customers nonexclusive licenses for the
use of the Company's products, which are typically nontransferable. Although the
Company distributes its products through the ASDs and the reseller channel,
license agreements for the Company's products are directly between the Company
and end users. Use of the licensed software is restricted to designated
computers at specified sites, unless the customer obtains a site license for its
use of the software. Software security measures are also employed to prevent
unauthorized use of the Company's software and the licensed software is subject
to terms and conditions prohibiting unauthorized reproduction of the software.
Customers may either purchase a paid-up perpetual license of the technology with
the right to annually purchase ongoing maintenance, technical support and
updates, or may lease the product on an annual basis for a fee which includes
the license, maintenance, technical support and upgrades.
For certain software products, such as ANSYS/ED, the Company primarily relies on
"click-wrapped" licenses. The enforceability of these types of agreements under
the laws of certain jurisdictions is uncertain.
The Company also seeks to protect the source code of its software as a trade
secret and as unpublished copyrighted work. The Company has obtained federal
trademark protection for ANSYS and DesignSpace. The Company has also obtained
trademark registrations of ANSYS and DesignSpace in a number of foreign
countries and is in the process of seeking such registration in other foreign
countries. Additionally, the Company was awarded a patent by the U.S. Patent and
Trademark Office for its web-based reporting technology.
The employees of the Company have signed covenant agreements under which they
have agreed not to disclose trade secrets or confidential information, or to
engage in or become connected with any business which is competitive with the
Company anywhere in the world, while employed by the Company (and, in some
cases, for specified periods thereafter), and that any products or technology
created by them during their term of employment are the property of the Company.
In addition, the Company requires all ASDs and resellers to enter into
agreements not to disclose the Company's trade secrets and other proprietary
information.
Despite these precautions, there can be no assurance that misappropriation of
the Company's technology will not occur. Further, there can be no assurance that
copyright and trade secret protection will be available for the Company's
products in certain countries, or that restrictions on competition will be
enforceable.
The software development industry is characterized by rapid technological
change. Therefore, the Company believes that factors such as the technological
and creative skills of its personnel, new product developments, frequent product
enhancements, name recognition and reliable product maintenance are more
important to establishing and maintaining a technology leadership position than
the various legal protections of its technology which may be available.
The Company does not believe that any of its products infringe upon the
proprietary rights of third parties. There can be no assurance, however, that
third parties will not claim in the future such infringement by the Company or
its licensors or licensees with respect to current or future products. The
Company expects that software product developers will increasingly be subject to
such claims as the number of products and competitors in the Company's market
segment grow and the functionality of products in different market segments
overlaps. Any such claims, with or without merit, could be time-consuming,
result in costly litigation, cause product shipment delays or require the
Company to enter into royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available on terms acceptable to the
Company.
BACKLOG
The Company generally ships its products within 30 days after acceptance of an
order and execution of a software license agreement. Accordingly, the Company
does not believe that its backlog at any particular point in time is indicative
of future sales levels.
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EMPLOYEES
As of December 31, 2001, the Company had approximately 450 full-time employees.
At that date, there were also approximately 30 contract personnel and co-op
students providing ongoing development services and technical support. The
Company believes that its relationship with its employees is good.
ITEM 2: PROPERTIES
The Company's executive offices and those related to product development,
marketing, production and administration are located in a 107,000 square feet
office facility in Canonsburg, Pennsylvania, which was leased for an annual rent
of approximately $1,227,000 in 2001. This annual rent will increase to
approximately $1,354,000 in 2002. The Company also leases office space in
various locations throughout the world. The Company's subsidiaries lease office
space for their operations as well. The Company owns substantially all equipment
used in its facilities. Management believes that its facilities allow for
sufficient space to support not only its present needs, but also allow for
expansion and growth as the business may require in the foreseeable future.
ITEM 3: LEGAL PROCEEDINGS
The Company is subject to various legal proceedings from time to time that arise
in the ordinary course of its business activities. These proceedings currently
include customary audit activities by various taxing authorities. Each of these
matters is subject to various uncertainties, and it is possible that these
matters may be resolved unfavorably to the Company.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 2001.
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PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to page 49
and the section captioned "Corporate Information" appearing in the Company's
2001 Annual Report to Stockholders.
ITEM 6: SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference to page 1 of
the Company's 2001 Annual Report to Stockholders.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item is incorporated by reference to pages 20
through 29 of the Company's 2001 Annual Report to Stockholders, including the
Important Factors Regarding Future Results.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no long-term debt obligations. Approximately 7% of the Company's
total assets as of December 31, 2001 were denominated in currencies other than
the U.S. Dollar. Accordingly, the Company has no material exposure to foreign
currency exchange risk. This materiality assessment is based on the assumption
that the foreign currency exchange rates could change unfavorably by 10%. The
Company has no foreign currency exchange contracts.
Based on the nature of the Company's business, it has no direct exposure to
commodity price risk.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to pages 30
through 47 of the Company's 2001 Annual Report to Stockholders.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Company's directors and executive officers
required by this Item is incorporated by reference to the Company's 2002 Proxy
Statement and is set forth under "Information Regarding Directors" and
"Executive Officers" therein.
ITEM 11: EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the
Company's 2002 Proxy Statement and is set forth under "Executive Compensation"
therein.
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ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to the
Company's 2002 Proxy Statement and is set forth under "Principal and Management
Stockholders" therein.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to the
Company's 2002 Proxy Statement and is set forth under "Certain Transactions"
therein.
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents Filed as Part of this Annual Report on Form 10-K:
1. Financial Statements: The following consolidated financial statements
and report of independent accountants are incorporated by reference
to pages 30 through 47 of the Company's 2001 Annual Report to
Stockholders:
- Report of Independent Accountants
- Consolidated Balance Sheets as of December 31, 2001 and 2000
- Consolidated Statements of Income for the years ended
December 31, 2001, 2000 and 1999
- Consolidated Statements of Cash Flows for the years ended
December 31, 2001, 2000 and 1999
- Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2001, 2000 and 1999
- Notes to Consolidated Financial Statements
2. Financial Statement Schedules: The following financial statement
schedule and report of independent accountants are filed on pages 14
through 15 of this Annual Report on Form 10-K and should be read in
conjunction with the consolidated financial statements.
Report of Independent Accountants on Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set
forth therein is included in the Consolidated Financial Statements or
Notes thereto.
3. Exhibits:
The Exhibits listed on the accompanying Exhibit Index immediately
following the financial statement schedule are filed as part of, or
incorporated by reference into, this Annual Report on Form 10-K.
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the fourth quarter of
fiscal year 2001.
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(c) Exhibits
The Company hereby files as part of this Annual Report on Form 10-K the Exhibits
listed in the attached Exhibit Index on page 13 of this Annual Report.
(d) Financial Statement Schedules
The Company hereby files as part of this Annual Report on Form 10-K the
financial statement schedule listed in Item 14 (a) 2 as set forth above.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ANSYS, Inc.
Date: March 18, 2002 By: /s/ James E. Cashman III
--------------------------------------------
James E. Cashman III
President and Chief Executive Officer
Date: March 18, 2002 By: /s/ Maria T. Shields
--------------------------------------------
Maria T. Shields
Chief Financial Officer,
Vice President, Finance and Administration
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James E. Cashman III, his or her
attorney-in-fact, with the power of substitution, for such person in any and all
capacities, to sign any amendments to this Report on Form 10-K, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated below.
Signature Title Date
--------- ----- ----
/s/ James E. Cashman III President and Chief Executive Officer March 18, 2002
------------------------ (Principal Executive Officer)
James E. Cashman III
/s/ Maria T. Shields Chief Financial Officer, Vice President, March 18, 2002
-------------------- Finance and Administration; (Principal
Maria T. Shields Financial Officer and Accounting Officer)
/s/ Peter J. Smith
------------------
Peter J. Smith Chairman of the Board of Directors March 18, 2002
/s/ Jacqueline C. Morby Director March 18, 2002
-----------------------
Jacqueline C. Morby
/s/ Roger J. Heinen, Jr.
------------------------
Roger J. Heinen, Jr. Director March 18, 2002
/s/ John F. Smith Director March 18, 2002
-----------------
John F. Smith
/s/ Patrick Zilvitis Director March 18, 2002
--------------------
Patrick Zilvitis
/s/ Bradford C. Morley Director March 18, 2002
----------------------
Bradford C. Morley
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EXHIBIT INDEX
-------------
Exhibit No. Exhibit
----------- -------
3.1 Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1996 and
incorporated herein by reference).
3.2 By-laws of the Company (filed as Exhibit 3.3 to the
Company's Registration Statement on Form S-1 (File No.
333-4278) and incorporated herein by reference).
10.1 1994 Stock Option and Grant Plan, as amended (filed as
Exhibit 10.1 to the Company's Registration Statement on
Form S-1 (File No. 333-4278) and incorporated herein by
reference). *
10.2 1996 Stock Option and Grant Plan, as amended (filed as
Exhibit 10.1 to the Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1996 and incorporated
herein by reference). *
10.3 ANSYS, Inc. Employee Stock Purchase Plan, as amended
(filed as Exhibit 10.2 to the Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1996 and
incorporated herein by reference). *
10.4 Employment Agreement between a subsidiary of the
Registrant and Peter J. Smith dated as of March 28,
1994 (filed as Exhibit 10.10 to the Company's
Registration Statement on Form S-1 (File No. 333-4278)
and incorporated herein by reference). *
10.5 Lease between National Build to Suit Washington County,
L.L.C. and the Registrant for the Southpointe property
(filed as Exhibit 10.19 to the Company's Registration
Statement on Form S-1 (File No. 333-4278) and
incorporated herein by reference).
10.6 Registrant's Pension Plan and Trust, as amended (filed
as Exhibit 10.20 to the Company's Registration
Statement on Form S-1 (File No. 333-4278) and
incorporated herein by reference). *
10.7 Form of Director Indemnification Agreement (filed as
Exhibit 10.21 to the Company's Registration Statement
on Form S-1 (File No. 333-4278) and incorporated herein
by reference). *
10.8 Agreement and Plan of Merger among ANSYS, Inc.,
GenesisOne Acquisition Corporation, Pacific Marketing
and Consulting, Inc. (PMAC) and the PMAC stockholders
(filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K, dated September 13, 2000 and incorporated
herein by reference).
10.9 Employment Agreement between the Registrant and James
E. Cashman III dated as of March 29, 2001; filed
herewith. *
13.1 Annual Report to Stockholders for the fiscal year ended
December 31, 2001 (which is not deemed to be "filed"
except to the extent that portions thereof are
expressly incorporated by reference in this Annual
Report on Form 10-K); filed herewith.
21 Subsidiaries of the Registrant; filed herewith.
23.1 Consent of PricewaterhouseCoopers LLP relating to the
report of independent accountants on the consolidated
financial statements of ANSYS, Inc.; filed herewith.
23.2 Consent of PricewaterhouseCoopers LLP relating to the
report of independent accountants on the financial
statements of the ANSYS, Inc. Employee Stock Purchase
Plan; filed herewith.
24.1 Powers of Attorney. Contained on page 11 of this Annual
Report on Form 10-K and incorporated herein by
reference.
99 ANSYS, Inc. Employee Stock Purchase Plan Annual Report
---------- on Form 11-K.
* Indicates management contract or compensatory plan,
contract or arrangement.
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Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors of
ANSYS, Inc.
Our audits of the consolidated financial statements referred to in our report
dated January 30, 2002 appearing in the 2001 Annual Report to Shareholders of
ANSYS, Inc. (which report and consolidated financial statements are incorporated
by reference in this Annual Report on Form 10-K) also included an audit of the
financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
January 30, 2002
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SCHEDULE II
ANSYS, INC.
Valuation and Qualifying Accounts
Balance at Additions - Deductions - Balance
Beginning Charges to Costs Returns and at End
Description of Year and Expenses Write-Offs of Year
---------------------------------------------------------------------------------------------------------------
Year ended December 31, 2001
Allowance for doubtful accounts $2,350,000 $368,000 $1,108,000 $1,610,000
Year ended December 31, 2000
Allowance for doubtful accounts $1,700,000 $739,000 $ 89,000 $2,350,000
Year ended December 31, 1999
Allowance for doubtful accounts $1,900,000 $464,000 $ 664,000 $1,700,000
15
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