EX-99 3 0003.txt EXHIBIT 99.3 Exhibit 99.3 (b) PRO FORMA FINANCIAL INFORMATION (1) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2000. (2) Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet (3) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1999. (4) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2000. (5) Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations ANSYS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial statements have been prepared to give effect to the acquisition of all the outstanding common stock of Pacific Marketing and Consulting, Inc. and Subsidiaries ("PMAC") by ANSYS, Inc. (the "Company"). These pro forma financial statements do not purport to be indicative of the consolidated financial position or results of operations for future periods or the results that actually would have been realized had ANSYS, Inc. and PMAC been a consolidated company during the specified periods. The acquisition of PMAC was accounted for using the purchase method of accounting pursuant to which the purchase price at closing was allocated to the tangible and intangible assets and liabilities assumed based on their estimated fair values. The purchase allocations were made based upon valuations and other studies that have not been completed but are not expected to differ significantly from those presented herein. The unaudited pro forma condensed consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the historical consolidated financial statements and the notes thereto of the Company which were previously reported in the Company's Annual Report on Form 10-K for the year ended December 31, 1999 and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and June 30, 2000, which are hereby incorporated by reference, and the consolidated financial statements of PMAC for the year ended October 31, 1999 and for the six months ended April 30, 2000 (unaudited), included elsewhere in this Form 8-K/A. The unaudited pro forma condensed consolidated balance sheet was prepared as if the acquisition had occurred on June 30, 2000, combining the Company's financial information as of June 30, 2000 and the PMAC financial information as of April 30, 2000. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 1999 and the six months ended June 30, 2000 were prepared as if the acquisition had occurred on January 1, 1999. To prepare the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 1999, the Company's statement of operations for the year ended December 31, 1999 has been combined with the PMAC statement of operations for the fiscal year ended October 31, 1999. To prepare the unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2000, the Company's statement of operations for the six months ended June 30, 2000 was combined with the PMAC statement of operations for the six months ended April 30, 2000. ANSYS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (in 000's) June 30, 2000 Pro Forma ANSYS, ANSYS, PMAC Adjustments Inc. Pro Inc. Forma ASSETS --------- ------ ----------- -------- Current assets: Cash and short-term investments $ 58,579 $ 913 $ (7,942) (2) $ 51,550 Accounts receivable, less allowance for doubtful accounts 9,510 1,499 11,009 Other current assets 3,128 181 3,309 Deferred income taxes 477 - 477 --------- ------ ----------- -------- Total current assets 71,694 2,593 (7,942) 66,345 Long-term investment 375 - 375 Property and equipment,net 4,390 558 4,948 Capitalized software costs,net 501 8 509 Goodwill, net 463 - 4,972 (3) 10,526 3,027 (5) 2,064 (6) Other intangibles, net 1,464 3,027 8,242 (3) 9,706 (3,027) (5) Deferred income taxes 6,456 443 (2,064) (6) 4,835 --------- ------ ----------- -------- Total assets $ 85,343 $6,629 $ 5,272 $ 97,244 ========= ====== =========== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 89 $ 174 $ 263 Accrued bonuses 1,559 - 1,559 Other accrued expenses and liabilities 4,062 1,386 5,448 Deferred income taxes - 316 316 Lines of credit - 175 175 Customer prepayments 131 - 131 Deferred revenue 13,819 664 14,483 Current portion of long-term debt - 2,573 2,573 --------- ------ ----------- -------- Total current liabilities 19,660 5,288 24,948 Minority interest - 75 75 Total stockholders' equity 65,683 1,266 $ (1,266) (1) 72,221 6,538 (4) --------- ------ ---------- -------- Total liabilities and stockholders' equity $ 85,343 $6,629 $ 5,272 $ 97,244 ========= ====== =========== ======== See accompanying notes ANSYS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (in 000's) APRIL 30, 2000 The unaudited pro forma condensed consolidated balance sheet gives effect to the following unaudited pro forma adjustments: 1. Adjustment is for the elimination of PMAC's stockholders' equity in connection with purchase accounting. 2. Adjustment is the amount of cash paid for the purchase of PMAC. 3. Adjustments reflect management's preliminary allocation of the purchase price for PMAC of $14,480 consisting of $7,492 in in cash and $6,538 in ANSYS, Inc. common stock, in accordance with the purchase method of accounting as follows: Net tangible assets of PMAC $ 1,266 Increase in other intangibles (Note 5) 8,242 Increase in goodwill (Note 5) 7,036 Decrease in deferred tax assets (2,064) --------- $ 14,480 ========= 4. Adjustment is the fair value of common stock paid for the purchase of PMAC. 5. Adjustment is to eliminate PMAC's intangible assets existing as of the assumed acquisition date with offset to goodwill. Such intangible assets were separately valued as per note 3 above. 6. Adjustment is to record deferred tax liabilities associated with identifiable intangible assets acquired. The deferred tax liabilities arise from the amortization associated with these intangibles, which is not deductible for income tax purposes. ANSYS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (in 000's, except per share amounts) Year Ended December 31, 1999 Pro Forma ANSYS, Inc. ANSYS, Inc. PMAC Adjustment Pro Forma -------------- ------ ---------- ------------ Revenue $ 63,139 $ 6,755 $ 69,894 Operating expenses 45,896 6,545 $ 3,124 (1) 55,565 ------------ -------- ---------- ------------ Operating income 17,243 210 (3,124) 14,329 Other income (expense) 2,626 (131) -- 2,495 ------------ -------- ---------- ------------ Income before income tax provision 19,869 79 (3,124) 16,824 Income tax provision (benefit) 5,118 32 (429) (2) 4,721 Minority interest -- 94 -- 94 ------------ -------- ---------- ------------ Net income $ 14,751 $ 141 $ (2,695) $ 12,197 ============ ======== ========== ============ Net income per basic common share: Basic earnings per share $ .90 $ .72 Weighted average shares - basic 16,366 16,985 Net income per diluted common share: Diluted earnings per share $ .88 $ .70 Weighted average shares - diluted 16,689 17,308 See accompanying notes ANSYS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (in 000's, except per share amounts) Six Months Ended June 30, 2000 Pro Forma ANSYS, Inc. ANSYS, Inc. PMAC Adjustment Pro Form ------------ ------ ----------- ----------- Revenue $ 16,253 $ 4,533 $ 20,786 Operating expenses 11,464 4,541 $ 1,287 (1) 17,292 ----------- ------- ---------- --------- Operating income(loss) 4,789 (8) (1,287) 3,494 Other income(expense) 895 (70) -- 825 ----------- ------- ---------- --------- Income(loss) before income tax provision 5,684 (78) (1,287) 4,319 Income tax provision(benefit) 1,592 (46) (119) (2) 1,427 Minority Interest -- (1) -- (1) ----------- ------- ---------- --------- Net income(loss) $ 4,092 $ (33) $ (1,168) $ 2,891 =========== ======= ========== ========= Net income per basic common share: Basic earnings per share $ .26 $ .18 Weighted average shares - basic 15,815 16,434 Net income per diluted common share: Diluted earnings per share $ .25 $ .17 Weighted average shares - diluted 16,272 16,891 See accompanying notes ANSYS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in 000's) YEAR ENDED DECEMBER 31, 1999 AND SIX MONTHS ENDED JUNE 30, 2000 The unaudited pro forma condensed consolidated statements of operations give effect to the following unaudited pro forma adjustments: 1. Adjustment to reflect the additional amortization of identifiable intangible assets of $5,215, which are being amortized over periods ranging from three to five years, and goodwill of $10,063, which is being amortized over five years. 2. Adjustment to reflect the deferred income tax benefit related to the amortization of identifiable intangible assets.