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.
