-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CcHy/6UAuoC3e3uTVCOj2BFCJc1Et794GVVRs4HsQtE5mtMMzBSS77r/ohJ8qhVc MSrXF9KG7VgeiF+xZiP9FA== 0001104659-05-040114.txt : 20050817 0001104659-05-040114.hdr.sgml : 20050817 20050817161737 ACCESSION NUMBER: 0001104659-05-040114 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050817 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050817 DATE AS OF CHANGE: 20050817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNOPSYS INC CENTRAL INDEX KEY: 0000883241 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 561546236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19807 FILM NUMBER: 051033603 BUSINESS ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 BUSINESS PHONE: 6509625000 MAIL ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 8-K 1 a05-15025_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

August 17, 2005

Date of Report (date of earliest event reported)

 


 

SYNOPSYS, INC.

(Exact name of Registrant as specified in charter)

 

Delaware

 

000-19807

 

56-1546236

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

700 East Middlefield Road
Mountain View, California 94043

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (650) 584-5000

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02  Results of Operations and Financial Condition.

 

On August 17, 2005, Synopsys, Inc. (the “Company”) announced the results of operations for its fiscal quarter ended July 31, 2005. A copy of the Company’s press release announcing such results dated August 17, 2005 is attached hereto as Exhibit 99.1.

 

The information set forth under this Item 2.02, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01  Financial Statements and Exhibits

 

(c)  Exhibits

 

99.1                 Press release dated August 17, 2005 containing Synopsys, Inc.’s results of operations for the fiscal quarter ended July 31, 2005.

 

1



 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 17, 2005

SYNOPSYS, INC.

 

 

 

 

/s/ Rex S. Jackson

 

Name:

Rex S. Jackson

 

Title:

Senior Vice President, Acting Chief Financial Officer, General Counsel and Secretary

 

2



 

Exhibit Index

 

Exhibit
Number

 

Exhibit Title

 

 

 

99.1

 

Press release dated August 17, 2005 containing Synopsys, Inc.’s results of operations for the fiscal quarter ended July 31, 2005.

 

3


EX-99.1 2 a05-15025_1ex99d1.htm EX-99.1

Exhibit 99.1

 

PRESS RELEASE

 

INVESTOR CONTACT:

Lisa L. Ewbank

Synopsys, Inc.

650-584-1901

 

EDITORIAL CONTACT:

Yvette Huygen

Synopsys, Inc.

650-584-4547

 

Synopsys Posts Financial Results for

Third Quarter of Fiscal 2005

 

MOUNTAIN VIEW, Calif. August 17, 2005 – Synopsys, Inc. (Nasdaq:  SNPS), a world leader in semiconductor design software, today reported results for its third quarter ended July 31, 2005.

 

For the third quarter of fiscal 2005, Synopsys reported revenue of $251.5 million, a 3% increase compared to the second quarter of fiscal 2005, and an 11% decrease from $281.7 million in the third quarter of fiscal 2004.  For the nine-month period ended July 31, 2005, revenue was $737.1 million, a decrease of 14% from revenue of $861.5 million for the same period in fiscal 2004.  The year-over-year comparisons reflect the company’s shift to an almost-fully ratable license model initiated in the fourth quarter of fiscal 2004, under which most of the company’s license revenue is recognized over time rather than upfront in the quarter shipped.  As a result, in the most recent quarter more than 90% of revenue came from backlog.

 

1



 

“I am very pleased to report that in our third quarter, we continued in the strong direction set in the first half of the year, making excellent progress on our objectives to increase revenue, improve operating margin and grow earnings under a more predictable and stable business model,” said Aart de Geus, Chairman and Chief Executive Officer of Synopsys.

 

GAAP Results
 

On a generally accepted accounting principles (GAAP) basis, for the third quarter of fiscal 2005 net income was $17.3 million, or $0.12 per share, compared to a loss of ($0.03) per share in the second quarter of fiscal 2005.   In the third quarter of last year, net income was $41.8 million, or $0.26 per share.  Third quarter fiscal 2005 results include a $33 million litigation settlement received in connection with the acquisition of Nassda Corporation, which closed in May 2005.

 

GAAP net loss for the nine-month period ended July 31, 2005 was ($2.0) million, or ($0.01) per share, compared to net income of $102.7 million, or $0.63 per share, for the same period in 2004.

 

Non-GAAP Results
 

On a non-GAAP basis, net income for the third quarter of fiscal 2005 was $15.2 million, or $0.10 per share, compared to $0.09 per share in the second quarter of 2005.  In the third quarter of last year, non-GAAP net income was $53.2 million, or $0.33 per share.

 

Non-GAAP net income for the nine-month period ended July 31, 2005 was $42.6 million, or $0.29 per share, compared to $164.6 million, or $1.01 per share, for the same period in 2004.  Non-GAAP net income consists of GAAP net income excluding, to the extent incurred in a particular quarter or period, amortization of intangible assets and deferred stock compensation, in-process research and development charges, integration and other acquisition-related expenses, facilities and workforce realignment charges, and other significant items which, in the opinion of management are extraordinary.

 

2



 

The decreases in GAAP and non-GAAP net income for these periods were due primarily to lower revenues as a result of our shift to a more than 90% ratable license model.

 

Financial Targets

 

Synopsys also announced its operating model targets for the fourth quarter and full fiscal year 2005.  These targets constitute forward-looking information and are based on current expectations.  For a discussion of factors that could cause actual results to differ materially from these targets, see “Forward-Looking Statements” below.

 

Fourth Quarter of Fiscal 2005 Targets:

 

                  Revenue: $248 million - $258 million

 

                  GAAP expenses: $243 million - $254 million

 

                  Non-GAAP expenses: $227 million - $237 million

 

                  Other income and expense: $0 million – $4 million

 

                  Fully diluted outstanding shares: 142 million - 150 million

 

                  Tax rate applied in non-GAAP net income calculations: 29%

 

                  GAAP earnings: ($0.02) - $0.01 per share

 

                  Non-GAAP earnings: $0.07 - $0.11 per share

 

                  Revenue from backlog:  more than 90% of revenue

 

Full-Year Fiscal Year 2005 Targets

 

                  Revenue: $985 million - $995 million

 

                  Fully diluted outstanding shares: 142 million - 150 million

 

                  Tax rate applied in non-GAAP net income calculations: 31%

 

                  GAAP earnings: ($0.03) - $0.00 per share

 

                  Non-GAAP earnings: $0.36 - $0.40 per share

 

                  We continue to expect GAAP cash flow from operations to be approximately $200 million

 

These targets supersede all fiscal 2005 financial targets previously published by Synopsys.

 

3



 

GAAP Reconciliation

 

Synopsys’ management evaluates and makes operating decisions about its business operations primarily based on the bookings, revenue and direct, ongoing and recurring costs of those operations.  Management does not believe amortization of intangible assets and deferred stock compensation, in-process research and development charges, integration and other acquisition-related expenses, facilities and workforce realignment charges and other significant extraordinary items are ongoing and recurring operating costs of its core software and service business operations.  Therefore, management adjusts the following GAAP financial measures included in this earnings release to exclude such costs, to the extent incurred in a particular quarter: total cost of revenue, gross margin, total operating expenses, operating (loss) income, (loss) income before (benefit from) provision for income taxes, (benefit from) provision for income taxes, net (loss) income and net (loss) income per share.

 

For each such measure, excluding these costs provides management with more consistent, comparable information about the Company’s core profitability.  For example, since the Company does not acquire businesses on a predictable cycle, management would have difficulty evaluating the Company’s profitability as measured by gross margin, operating margin, income before taxes and net income on a period-to-period basis unless it excluded acquisition-related charges.   Similarly, the Company does not undertake significant restructuring or realignments on a predictable cycle, and thus excludes associated charges in order to enable better and more consistent evaluations of the Company’s operating expenses before and after such actions are taken.  Management also uses these measures to help it make budgeting decisions, for example, as between product development expenses (which affect cost of revenue and gross margin) and research and development, sales and marketing and general and administrative expenses (which affect operating expenses and operating margin).  Finally, the availability of such information helps management track performance to both internal and externally communicated financial targets and to its competitors’ operating results.

 

Management recognizes that the use of these non-GAAP measures has certain limitations, including the fact that management must exercise judgment in determining whether certain

 

4



 

types of charges, such as those relating to workforce reductions executed in the ordinary course, should be excluded from non-GAAP results.   However, management believes that, although it is important for investors to understand GAAP measures, providing investors with these non-GAAP measures gives them additional important information to enable them to assess, in a way management assesses, Synopsys’ current and future continuing operations.

 

Reconciliation of Third Quarter Results

 

The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP earnings per share and non-GAAP expenses for the third quarter of fiscal 2005. 

 

GAAP to Non-GAAP Reconciliation of Third Quarter Results

 

Income Statement Reconciliation

 

Three Months Ended
July 31,

 

Nine Months Ended
July 31,

 

(in thousands)

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

17,294

 

$

41,828

 

$

(2,003

)

$

102,719

 

Amortization of intangible assets and deferred stock compensation

 

24,451

 

34,092

 

98,330

 

102,927

 

Merger termination fee

 

 

 

 

10,000

 

In-process research and development

 

 

 

 

5,700

 

 

Work force realignment charges at a lower cost than estimated

 

 

 

 

513

 

Litigation settlement

 

(33,000

)

 

(33,000

)

 

Tax effect

 

6,442

 

(22,692

)

(26,429

)

(51,525

)

Non-GAAP net income

 

$

15,187

 

$

53,228

 

$

42,598

 

$

164,634

 

 

 

 

Three Months Ended
July 31,

 

Nine Months Ended
July 31,

 

Earnings Per Share Reconciliation

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

GAAP earnings per share

 

$

0.12

 

$

0.26

 

$

(0.01

)

$

0.63

 

Amortization of intangible assets and deferred stock compensation

 

0.17

 

0.21

 

0.67

 

0.63

 

Merger termination fee

 

 

 

 

0.06

 

In-process research and development

 

 

 

0.04

 

 

Work force realignment charges at a lower cost than estimated

 

 

 

 

 

Litigation settlement

 

(0.23

)

 

(0.23

)

 

Tax effect

 

0.04

 

(0.14

)

(0.18

)

(0.31

)

Non-GAAP earnings per share

 

$

0.10

 

$

0.33

 

$

0.29

 

$

1.01

 

 

 

 

 

 

 

 

 

 

 

Shares used in calculation

 

145,671

 

160,346

 

146,120

 

162,638

 

 

5



 

Reconciliation of Estimated Target Operating Results

 

The following tables reconcile the specific items excluded from GAAP in the calculation of target non-GAAP operating results for the periods indicated below:

 

GAAP to Non-GAAP Reconciliation of Target Fourth Quarter and Fiscal Year 2005 Targets

(in thousands, except per share data)

 

 

 

Range for Three Months
Ending October 31, 2005

 

 

 

Low

 

High

 

Target GAAP expenses

 

$

243,000

 

$

254,000

 

Adjustment:

 

 

 

 

 

Estimated impact of amortization of intangible assets and deferred stock compensation

 

(16,000

)

(17,000

)

Target non-GAAP expenses

 

$

227,000

 

$

237,000

 

 

 

 

Range for Three Months
Ending October 31, 2005

 

 

 

Low

 

High

 

Target GAAP earnings per share

 

$

(0.02

)

$

0.01

 

Adjustment:

 

 

 

 

 

Estimated impact of amortization of intangible assets and deferred stock compensation per share

 

0.11

 

0.12

 

Income tax effect of non-GAAP adjustments

 

(0.02

)

(0.02

)

Target non-GAAP earnings per share

 

$

0.07

 

$

0.11

 

 

 

 

 

 

 

Shares used in calculation (midpoint of target range)

 

146,000

 

146,000

 

 

 

 

Range for Fiscal Year
Ending October 31, 2005

 

 

 

Low

 

High

 

Target GAAP earnings per share

 

$

(0.03

)

$

 

Adjustment:

 

 

 

 

 

In-process research and development

 

0.04

 

0.04

 

Estimated impact of amortization of intangible assets and deferred stock compensation per share

 

0.78

 

0.79

 

Litigation settlement

 

(0.23

)

(0.23

)

Income tax effect of non-GAAP adjustments

 

(0.20

)

(0.20

)

Target non-GAAP earnings per share

 

$

0.36

 

0.40

 

 

 

 

 

 

 

Shares used in calculation (midpoint of target range)

 

146,000

 

146,000

 

 

6



 

Additional Financial Information Available on Synopsys Website

 

In connection with this earnings release, Synopsys is making available to investors supplemental financial information, which can be found on Synopsys’ website at http://www.synopsys.com/corporate/invest/finsupp/q305.pdf.  Synopsys currently intends to provide this information on a quarterly basis.

 

Earnings Call Open to Investors

 

Synopsys will hold a conference call for financial analysts and investors today at 2:00 p.m., Pacific Time.  A live webcast of the call will be available at Synopsys’ corporate website at http://www.synopsys.com/corporate/invest/invest.html.  A recording of the call will be available by calling 1-800-230-1085 (612-288-0329 for international callers), access code 791814, beginning at 5:30 p.m. Pacific Time today.  A webcast replay will also be available at http://www.synopsys.com/corporate/invest/invest.html from approximately 5:30 p.m. Pacific Time today through the time of the announcement of Synopsys’ results for the fourth quarter of fiscal 2005 in November 2005.  In addition, Synopsys will post copies of the prepared remarks of Aart de Geus, Chairman and Chief Executive Officer, and Rex Jackson, Acting Chief Financial Officer, Senior Vice President and General Counsel, on its website at http://www.synopsys.com/corporate/invest/invest.html following the call.

 

Effectiveness of Information

 

The targets included in this release, the statements made during the earnings conference call and the information contained in the financial supplement represent Synopsys’ expectations and beliefs as of the date of this release only.  Although this release, copies of the prepared remarks of the Chief Executive Officer and Acting Chief Financial Officer made during the call and the financial supplement will remain available on Synopsys’ website through the date of the fourth quarter earnings call in November 2005, their continued availability through such date does not mean that Synopsys is reaffirming or confirming their continued validity.  Synopsys does not currently intend to report on its progress during the fourth quarter of fiscal 2005 or comment to analysts or investors on, or otherwise update, the targets given in this earnings release until it releases such results in November 2005.  Furthermore, Synopsys is under no obligation to (and expressly

 

7



 

disclaims any such obligation to) update or alter any of the forward-looking statements made in this earnings release, the conference call or the financial supplement whether as a result of new information, future events or otherwise unless required by law.

 

Availability of Final Financial Statements

 

Synopsys will include final financial statements for the third quarter of fiscal 2005 in its Quarterly Report on Form 10-Q to be filed in September 2005.

 

About Synopsys

 

Synopsys, Inc. (Nasdaq:  SNPS) is a world leader in electronic design automation (EDA) software for semiconductor design. The company delivers technology-leading semiconductor design and verification platforms and IC manufacturing software products to the global electronics market, enabling the development and production of complex systems-on-chips.  Synopsys also provides intellectual property and design services to simplify the design process and accelerate time-to-market for its customers. Synopsys is headquartered in Mountain View, California and has offices in more than 60 locations throughout North America, Europe, Japan and Asia. Visit Synopsys online at http://www.synopsys.com/.

 

Forward-Looking Statements

 

The statements made in this press release regarding projected financial results in the sections entitled “Financial Targets,” and “GAAP Reconciliation – Reconciliation of Estimated Target Operating Results” and certain statements made in the earnings conference call are forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934.  Actual results could differ materially from those described by these statements due to a number of uncertainties, including but not limited to the risk of:

 

                  weakness or continued budgetary caution in the semiconductor or electronic systems industries;

 

                  lower-than-expected research and development spending by semiconductor and electronic systems companies;

 

8



 

                  lower-than-anticipated purchases or delays in purchases of software or consulting services by Synopsys’ customers, including delays in the renewal, or non-renewal, of Synopsys’ license arrangements with major customers;

 

                  unexpected changes in the mix of time-based licenses and upfront licenses;

 

                  lower-than-expected bookings of licenses on which revenue is recognized upfront;

 

                  lower-than-anticipated new IC design starts;

 

                  competition in the market for Synopsys’ products and services;

 

                  failure to continue to improving Synopsys’ existing products;

 

                  failure to successfully develop additional intellectual property blocks for Synopsys’ IP business or to develop and integrate its design for manufacturing products;

 

                  difficulties in the ongoing integration of the products and operations of acquired companies or assets into Synopsys’ products and operations; and

 

                  continued downward pressure on maintenance orders, adversely affecting Synopsys’ future level of service revenue.

 

In addition, Synopsys’ target operating expenses and earnings per share on a GAAP basis for the fiscal quarter ending October 31, 2005 and target earnings per share and estimated operating cash flow on a GAAP basis for full fiscal year 2005 could differ materially from the targets stated under “Financial Targets” above for a number of reasons, including (i) a determination by Synopsys that any portion of its intangible assets have become impaired, (ii) changes in deferred stock compensation expenses caused by employee terminations, (iii) application of the actual consolidated GAAP tax rate for such periods, (iv) integration and other acquisition-related expenses, amortization of additional intangible assets and deferred stock compensation associated with future acquisitions, if any, and (v) increases or decreases to estimated capital expenditures.

 

For further discussion of these and other factors that may cause results to differ from those projected in this release, readers are referred to the reports which Synopsys has filed with the Securities and Exchange Commission, and which are available at www.sec.gov,

 

9



 

particularly the information contained in Part I, Item 2 of Synopsys’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2005 filed with the SEC on June 2, 2005 under the caption entitled “Factors That May Affect Future Results.”  Synopsys is under no obligation to (and expressly disclaims any such obligation to) update or alter these forward-looking statements whether as a result of new information, future events or otherwise.

 

#######

 

Synopsys is a registered trademark of Synopsys, Inc.  Any other trademarks mentioned in this release are the intellectual property of their respective owners.

 

10



 

SYNOPSYS, INC.

Unaudited Condensed Consolidated Statements of Income (1)

(in thousands, except per share data)

 

 

 

Three Months Ended July 31, 2005

 

Three Months Ended July 31, 2004

 

 

 

GAAP Basis

 

Adjustments

 

Non-GAAP Basis

 

GAAP Basis

 

Adjustments

 

Non-GAAP Basis

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Time-based license

 

$

188,742

 

 

$

188,742

 

$

164,398

 

 

$

164,398

 

Upfront license

 

16,171

 

 

16,171

 

62,352

 

 

62,352

 

Service

 

46,537

 

 

46,537

 

54,931

 

 

54,931

 

Total revenue

 

251,450

 

 

251,450

 

281,681

 

 

281,681

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

License

 

25,268

 

 

25,268

 

23,377

 

 

23,377

 

Maintenance and services

 

17,812

 

 

17,812

 

15,379

 

 

 

15,379

 

Amortization of intangible assets and deferred stock compensation

 

16,285

 

(16,285

)

 

25,562

 

(25,562

)

 

Total cost of revenue

 

59,365

 

(16,285

)

43,080

 

64,318

 

(25,562

)

38,756

 

Gross margin

 

192,085

 

16,285

 

208,370

 

217,363

 

25,562

 

242,925

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

81,948

 

 

81,948

 

68,471

 

 

 

68,471

 

Sales and marketing

 

83,160

 

 

83,160

 

70,395

 

 

 

70,395

 

General and administrative

 

25,122

 

 

25,122

 

28,194

 

 

 

28,194

 

Amortization of intangible assets and deferred stock compensation

 

8,166

 

(8,166

)

 

8,530

 

(8,530

)

 

Total operating expenses

 

198,396

 

(8,166

)

190,230

 

175,590

 

(8,530

)

167,060

 

Operating (loss) income

 

(6,311

)

24,451

 

18,140

 

41,773

 

34,092

 

75,865

 

Other income, net

 

35,895

 

(33,000

)

2,895

 

1,277

 

 

1,277

 

Income before provision for income taxes

 

29,584

 

(8,549

)

21,035

 

43,050

 

34,092

 

77,142

 

Provision for income taxes

 

12,290

 

(6,442

)

5,848

 

1,222

 

22,692

 

23,914

 

Net income

 

$

17,294

 

$

(2,107

)

$

15,187

 

$

41,828

 

$

11,400

 

$

53,228

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share

 

$

0.12

 

 

 

$

0.11

 

$

0.27

 

 

 

$

0.34

 

Weighted-average common shares

 

143,862

 

 

 

143,862

 

155,199

 

 

 

155,199

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share

 

$

0.12

 

 

 

$

0.10

 

$

0.26

 

 

 

$

0.33

 

Weighted-average common shares and equivalents

 

145,671

 

 

 

145,671

 

160,346

 

 

 

160,346

 

 


(1)   The Company’s fiscal year and third quarter ends on the Saturday nearest to October 31 and July 31, respectively.

For presentation purposes, the unaudited condensed consolidated financial statements refer to a calendar month end.

 

11



 

SYNOPSYS, INC.

Unaudited Condensed Consolidated Statements of Income (1)

(in thousands, except per share data)

 

 

 

Nine Months Ended July 31, 2005

 

Nine Months Ended July 31, 2004

 

 

 

GAAP Basis

 

Adjustments

 

Non-GAAP Basis

 

GAAP Basis

 

Adjustments

 

Non-GAAP Basis

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Time-based license

 

$

550,807

 

 

$

550,807

 

$

497,942

 

 

$

497,942

 

Upfront license

 

44,152

 

 

44,152

 

197,654

 

 

197,654

 

Service

 

142,134

 

 

142,134

 

165,953

 

 

165,953

 

Total revenue

 

737,093

 

 

737,093

 

861,549

 

 

861,549

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

License

 

73,316

 

 

73,316

 

61,350

 

197

 

61,547

 

Maintenance and services

 

53,264

 

 

53,264

 

52,471

 

111

 

52,582

 

Amortization of intangible assets and deferred stock compensation

 

72,483

 

(72,483

)

 

76,517

 

(76,517

)

 

Total cost of revenue

 

199,063

 

(72,483

)

126,580

 

190,338

 

(76,209

)

114,129

 

Gross margin

 

538,030

 

72,483

 

610,513

 

671,211

 

76,209

 

747,420

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

234,890

 

 

234,890

 

208,944

 

754

 

209,698

 

Sales and marketing

 

247,929

 

 

247,929

 

216,026

 

580

 

216,606

 

General and administrative

 

74,656

 

 

74,656

 

95,805

 

(12,155

)

83,650

 

In-process research and development

 

5,700

 

(5,700

)

 

 

 

 

Amortization of intangible assets and deferred stock compensation

 

25,847

 

(25,847

)

 

26,410

 

(26,410

)

 

Total operating expenses

 

589,022

 

(31,547

)

557,475

 

547,185

 

(37,231

)

509,954

 

Operating (loss) income

 

(50,992

)

104,030

 

53,038

 

124,026

 

113,440

 

237,466

 

Other income (expense), net

 

42,416

 

(33,000

)

9,416

 

1,133

 

 

1,133

 

(Loss) income before (benefit from) provision for income taxes

 

(8,576

)

71,030

 

62,454

 

125,159

 

113,440

 

238,599

 

(Benefit from) provision for income taxes

 

(6,573

)

26,429

 

19,856

 

22,440

 

51,525

 

73,965

 

Net income

 

$

(2,003

)

$

44,601

 

$

42,598

 

$

102,719

 

$

61,915

 

$

164,634

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share

 

$

(0.01

)

 

 

$

0.29

 

$

0.66

 

 

 

$

1.06

 

Weighted-average common shares

 

144,910

 

 

 

144,910

 

155,437

 

 

 

155,437

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share

 

$

(0.01

)

 

 

$

0.29

 

$

0.63

 

 

 

$

1.01

 

Weighted-average common shares and equivalents

 

144,910

 

 

 

146,120

 

162,638

 

 

 

162,638

 

 


(1)   The Company’s fiscal year and third quarter ends on the Saturday nearest to October 31 and July 31, respectively.

For presentation purposes, the unaudited condensed consolidated financial statements refer to a calendar month end.

 

12



 

SYNOPSYS, INC.

Unaudited Condensed Consolidated Balance Sheets (1)

(in thousands)

 

 

 

July 31, 2005

 

October 31, 2004

 

ASSETS:

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

319,954

 

$

346,709

 

Short-term investments

 

179,460

 

232,320

 

Total cash, cash equivalents and short-term investments

 

499,414

 

579,029

 

Accounts receivable, net of allowances of $4,112 and $7,113, respectively

 

108,673

 

132,258

 

Deferred income taxes

 

126,587

 

125,601

 

Income taxes receivable

 

46,522

 

46,583

 

Prepaid expenses and other current assets

 

20,607

 

29,562

 

Total current assets

 

801,803

 

913,033

 

Property and equipment, net

 

174,918

 

178,155

 

Long-term investments

 

9,143

 

12,831

 

Goodwill

 

764,080

 

593,706

 

Intangible assets, net

 

158,020

 

198,069

 

Long-term deferred taxes

 

154,970

 

146,360

 

Other assets

 

59,529

 

50,033

 

Total assets

 

$

2,122,463

 

$

2,092,187

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

211,119

 

$

184,146

 

Current portion of long-term debt

 

282

 

 

Accrued income taxes

 

197,315

 

188,096

 

Deferred revenue

 

415,448

 

368,913

 

Total current liabilities

 

824,164

 

741,155

 

Deferred compensation and other liabilities

 

61,139

 

51,794

 

Long-term deferred revenue

 

34,986

 

34,189

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value per share; 400,000 shares authorized;
144,192 and 147,378 shares outstanding, respectively

 

1,442

 

1,474

 

Additional paid-in capital

 

1,256,806

 

1,240,568

 

Retained earnings

 

190,390

 

202,146

 

Treasury stock, at cost; 12,953 and 9,759 shares, respectively

 

(229,500

)

(175,762

)

Deferred stock compensation

 

(1,887

)

(2,732

)

Restricted stock

 

(687

)

 

Accumulated other comprehensive loss

 

(14,390

)

(645

)

Total stockholders’ equity

 

1,202,174

 

1,265,049

 

Total liabilities and stockholders’ equity

 

$

2,122,463

 

$

2,092,187

 

 


(1)   The Company’s fiscal year and third quarter ends on the Saturday nearest to October 31 and July 31, respectively.

For presentation purposes, the unaudited condensed consolidated financial statements refer to a calendar month end.

 

13



 

SYNOPSYS, INC.

Unaudited Condensed Consolidated Statements of Cash Flows (1)

(in thousands)

 

 

 

Nine Months Ended July 31,

 

 

 

2005

 

2004

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

(2,003

)

$

102,719

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Amortization and depreciation

 

139,919

 

144,530

 

Deferred taxes

 

(22,058

)

 

In-process research and development

 

5,700

 

 

Write-down of long-term investments

 

2,564

 

1,901

 

Provision for doubtful accounts and sales returns

 

(3,594

)

 

Net change in unrecognized gains and losses on foreign exchange contracts

 

(13,995

)

(11,142

)

Gain on sale of short- and long-term investments

 

323

 

(867

)

Net changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

47,825

 

58,134

 

Income taxes receivable

 

61

 

22,795

 

Prepaid expenses and other current assets

 

9,647

 

(10,779

)

Other assets

 

(9,317

)

(13,449

)

Accounts payable and accrued liabilities

 

(2,268

)

(49,042

)

Accrued income taxes

 

(5,481

)

(19,286

)

Deferred revenue

 

37,851

 

(6,097

)

Deferred compensation and other liabilities

 

9,681

 

11,053

 

Net cash provided by operating activities

 

194,855

 

230,470

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Proceeds from sales and maturities of short-term investments

 

252,417

 

795,643

 

Purchases of short-term investments

 

(200,256

)

(821,655

)

Proceeds from sale of long-term investments

 

 

412

 

Purchases of long-term investments

 

 

(6,144

)

Purchases of property and equipment, net

 

(34,728

)

(35,073

)

Cash paid for acquisitions, net of cash received

 

(171,420

)

(39,730

)

Capitalization of software development costs

 

(2,215

)

(2,056

)

Net cash used in investing activities

 

(156,202

)

(108,603

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from credit facility

 

75,000

 

200,000

 

Payments on credit facility

 

(75,000

)

(200,000

)

Issuances of common stock

 

24,421

 

141,892

 

Purchases of treasury stock

 

(88,385

)

(288,336

)

Net cash used in financing activities

 

(63,964

)

(146,444

)

Effect of exchange rate changes on cash

 

(1,444

)

(497

)

Net decrease in cash and cash equivalents

 

(26,755

)

(25,074

)

Cash and cash equivalents, beginning of period

 

346,709

 

524,308

 

Cash and cash equivalents, end of period

 

$

319,954

 

$

499,234

 

 


(1)   The Company’s fiscal year and third quarter ends on the Saturday nearest to October 31 and July 31, respectively.

For presentation purposes, the unaudited condensed consolidated financial statements refer to a calendar month end.

 

14


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