March 28, 2023
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(cid:378)(cid:554)
Annua(cid:534) (cid:433)(cid:565)(cid:554)(cid:624)(cid:604)(cid:378)(cid:433)(cid:624)(cid:855)(cid:663)(cid:378)(cid:534)(cid:640)(cid:448)(cid:855)(cid:855)(cid:855)(cid:855)(cid:855)(cid:855)(cid:855)(cid:855)(cid:855)(cid:855)(cid:855)(cid:496)(cid:565)(cid:604)(cid:855)(cid:624)(cid:505)(cid:448)(cid:855)(cid:675)(cid:448)(cid:378)(cid:604)(cid:855)(cid:664)(cid:378)(cid:612)(cid:855)(cid:865)(cid:724)(cid:821)(cid:722)(cid:725)(cid:855)(cid:432)(cid:510)(cid:534)(cid:534)(cid:510)(cid:565)(cid:554)(cid:815)(cid:855)(cid:378)(cid:554)(cid:855)(cid:730)(cid:821)(cid:728)(cid:909)(cid:855)(cid:855)(cid:510)(cid:554)(cid:433)(cid:604)(cid:448)(cid:378)(cid:612)(cid:448)(cid:855)(cid:510)(cid:554)(cid:855)(cid:604)(cid:448)(cid:601)(cid:565)(cid:604)(cid:624)(cid:448)(cid:440)(cid:855)(cid:433)(cid:640)(cid:604)(cid:604)(cid:448)(cid:554)(cid:433)(cid:675)(cid:855)
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(ACV)
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(cid:612)(cid:624)(cid:565)(cid:433)(cid:531)(cid:505)(cid:565)(cid:534)(cid:440)(cid:448)(cid:604)(cid:612)(cid:825)(cid:855)(cid:510)(cid:554)(cid:663)(cid:448)(cid:612)(cid:624)(cid:552)(cid:448)(cid:554)(cid:624)(cid:612)(cid:821)
(cid:262)(cid:510)(cid:554)(cid:433)(cid:448)(cid:604)(cid:448)(cid:534)(cid:675)(cid:815)
Ajei S. Gopal (cid:839) (cid:250)(cid:604)(cid:448)(cid:612)(cid:510)(cid:440)(cid:448)(cid:554)(cid:624) (cid:378)(cid:554)(cid:440) (cid:54)(cid:71)(cid:215)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
TRARR NSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 0-20853
ANSYS, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorpor
2600 ANSYS Drive, Canonsburg, PA
ation or organization)
rr
(Address of principal executive offices)
04-3219960
(I.R.S. Employer Identififf cation No.)
15317
(Zip Code)
844-462-6797
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
ANSS
Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Securities registered pursuant to section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Secti
ff
on 13 or 15(d) of the Act. Yes ¨ No ☒
Indicate by 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 ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such fiff les). Yes ☒ No ¨
ff
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smal
and "emerging growth company" in RulRR e 12b-2 of the Exchange Act.
ler reporting company,"
ff
Large accelerated filer
Non-accelerated filer
Emerging growth company
☒
☐
☐
Accelerated filer
ff
Smaller reporting company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the fiff ling reflff ect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price per share of the
registrant's common stock on June 30, 2022, as reported on the Nasdaq Global Select Market, was $16,309,000,000.
The number of shares of the registrant's common stock, par value $0.01 per share, outstanding as of February 15, 2023 was 87,085,890
shares.
Documents Incorporated By Reference:
Portions of the Proxy Statement for the registrant's 2023 Annual Meeting of Stockholders are incorporated by reference into Part III.
ANSYS, Inc.
ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR 2022
Table of Contents
PART I
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Properties
ff
Legal Proceedings
Item 3.
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
[Reserved]
Item 6.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Inforff mation
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial O
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
ff
wners and Management and Related Stockholder Matters
PART IV
Item 15. Exhibit and Financial Statement Schedules
Item 16. Form 10-K Summary
SIGNATURES
3
6
17
27
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27
27
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30
31
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51
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Table of Contents
Important Factors Regarding Future Results
Information provided by us in this Annual Report on Form 10-K may 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 futur
securities laws, are based on the assumptions and expectations of management at the time such statements are made. We
caution investors that our performance (and, therefore, any forward-looking statement) is subject to risks and uncertainties.
Various important factor
diffff er materially from those projected in any forwar
unless otherwise indicated.
s including, but not limited to, those discussed in Item 1A. Risk Factors, may cause our future results to
d-looking statement. All information presented is as of December 31, 2022,
e operations. Such statements, made pursuant to the safe harbor established by the
ff
ff
ff
Note About Forward-Looking Statements
The following discussion should be read in conjunction with the audited consolidated financial statements and notes thereto
included elsewhere in this Annual Report on Form 10-K. Our discussion and analysis of our financial condition and results of
operations in Part II, Item 7 of this Annual Report on Form 10-K are based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The
preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate
our estimates, including those related to contract revenue, standalone selling prices of our products and services, allowance for
doubtful accounts receivable, valuation of goodwill and other intangible assets, useful lives for depreciation and amortization,
acquired deferff
red revenue, operating lease assets and liabilities, fair value of stock awards, deferred compensation, income
taxes, uncertain tax positions, tax valuation reserves, and contingencies and litigation. We base our estimates on historical
experience, market experience, estimated future cash flows and various other assumptions that management believes are
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act). Forward-looking statements are
statements that provide current expectations or forecasts of future events based on certain assumptions. Forward-looking
statements are subject to risks, uncertainties, and factors relating to our business which could cause our actual results to differ
materially from the expectations expressed in or implied by such forward-looking statements.
ff
Forward-looking statements use words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend,"
"likely," "may," "outlook," "plan," "predict," "project," "should," "target," or other words of similar meaning. Forward-looking
statements include those about market opportunity, including our total addressable market. We caution readers not to place
undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no
obligation to update forff ward-looking statements, whether as a result of new information, future events or otherwise.
The risks associated with the following, among others, could cause actual results to differ materially from those described in
any forff ward-looking statements:
•
•
•
•
adverse conditions in the macroeconomic environment, including high inflation, recessionary conditions and volatility
in equity and foreign exchange mar
kets; political, economic and regulatory uncertainties in the countries and regions in
which we operate;
ff
impacts from tariffs, trade sanctions, export controls or other trade barriers including export control restrictions and
licensing requirements for exports to China, and impacts from changes to diplomatic relations and trade policy
between the United States and Russia or the United States and other countries that may support Russia or take similar
actions due to the conflict between Russia and Ukraine;
ff
constrained credit and liquidity due to disruptions in the global economy and financial markets, which may limit or
delay availability of credit under our existing or new credit facilities, or which may limit our ability to obtain credit or
financing on acceptable terms or at all;
our ability to timely recruit and retain key personnel in a highly competitive labor market for skilled personnel,
including potential financial impacts of wage inflation;
4
Table of Contents
•
•
•
•
•
•
•
•
•
•
•
•
•
•
declines in our customers’ businesses resulting in adverse changes in procurement patterns; disruptions in accounts
receivable and cash flow due to customers’ liquidity challenges and commercial deterioration; uncertainties regarding
demand for our products and services in the future and our customers’ acceptance of new products; delays or declines
in anticipated sales due to reduced or altered sales and marketing interactions with customers; and potential variations
in our sales forecast compared to actual sales;
increased volatility in our revenue due to the timing, duration and value of multi-year subscription lease contracts; and
our reliance on high renewal rates for annual subscription lease and maintenance contracts;
our ability to protect our proprietary technology; cybersecurity threats or other security breaches, including in relation
to breaches occurring through our products and an increased level of our activity that is occurring from remote global
offff -ff site locations; and disclosure and misuse of employee or customer data whether as a result of a cybersecurity
incident or otherwise;
our ability and our channel partners’ ability to comply with laws and regulations in relevant jurisdictions; and the
outcome of contingencies, including legal proceedings, government or regulatory investigations and tax audit cases;
uncertainty regarding income tax estimates in the jurisdictions in which we operate; and the effect of changes in tax
laws and regulations in the jurisdictions in which we operate;
the quality of our products, including the strength of features, functionality and integrated multiphysics capabilities;
our ability to develop and market new products to address the industry’s rapidly changing technology; failures or
errors in our products and services; and increased pricing pressure as a result of the competitive environment in which
we operate;
investments in complementary companies, products, services and technologies; our ability to complete and
successfully integrate our acquisitions and realize the financial and business benefits of the transactions; and the
impact indebtedness incurred in connection with any acquisition could have on our operations;
investments in global sales and marketing organizations and global business infrastructure; and dependence on our
channel partners for the distribution of our products;
current and potential future impacts of a global health crisis, natural disaster or catastrophe, including the COVID-19
pandemic and actions taken to address the pandemic by our customers, suppliers, regulatory authorities and our
business, on the global economy and consolidated financial statements and other public health and safety risks; and
government actions or mandates surrounding the COVID-19 pandemic;
operational disruptions generally or specifically in connection with transitions to and from remote work environments;
and the failure of our technological infrastructure or those of the service providers upon whom we rely including for
infrastructure and cloud services;
r
our intention to repatriate previously taxed earnings and to reinvest all other earnings of our non-U.S. subsidiaries;
ff
plans for future capital spending; the extent of corporate benefits from such spending including with respect to
customer relationship management; and higher than anticipated costs for research and development or slowdown in
our research and development activities;
our ability to execute on our strategies related to environmental, social, and governance matters, and meet evolving
and varied expectations, including as a result of evolving regulatory and other standards, processes, and assumptions,
the pace of scientific and technological developments, increased costs and the availability of requisite financing, and
changes in carbon markets; and
other risks and uncertainties described in our reports filed from time to time with the Securities and Exchange
Commission (SEC).
5
Table of Contents
ITEM 1.
BUSINESS
PART I
ANSYS, Inc. (Ansys, we, us, our), a corporation formed in 1994, develops and globally markets engineering simulation
software and services widely used by engineers, designers, researchers and students across a broad spectrum of industries and
academia, including high-tech, aerospace and defense, automotive, energy, industrial equipment, materials and chemicals,
consumer products, healthcare and construction. Headquartered south of Pittsburgh, Pennsylvania, we employed 5,600 and
5,100 people as of December 31, 2022 and 2021, respectively. We focus on the development of open and flexible solutions that
enable users to analyze designs on-premises and/or via the cloud, providing a common platform for fasff
conscious product development, from design concept to final-stage testing, validation and deployment. We distribute our suite
of simulation technologies through direct sales offices in strategic, global locations and a global network of independent
resellers and distributors (collectively, channel partners). It is our intention to continue to maintain this hybrid sales and
distribution model. We operate and report as one segment.
t, efficient and cost-
Our strategy of Pervasive Insights seeks to deepen the use of simulation in our core market, to inject simulation throughout the
product lifecycle and extend the accessibility to a broader set of users and use cases. Our business has three vectors of growth:
• More products. Our broad and deep multiphysics portfolio enables us to grow with customers as they use simulation to
solve more complex problems across a broad set of industries.
• More users. Investments in simulation education and user experience simplification has made simulation more
accessible to a broader user base.
• More computations. Larger and more complex simulations drive more computation, requiring customers to use more
Ansys licenses to complete their simulations.
Through decades of investments in the academic community and enhanced user experiences, our solutions have become
accessible and relevant beyond our core "engineering" end user, to reach more users upstream and downstream from our core,
which is the product validation process. Our multiphysics solutions enable our customers to address increasingly complex
research and development (R&D) challenges from the component through the system and mission level of analysis. Our
products seamlessly enable access to high performance compute capacity to run simulations, on-premises or in the cloud, which
means our customers' R&D teams are unencumbered by compute capacity limitations that can hinder R&D cycle times.
The engineering software simulation market is strong and growing. The market growth is driven by customers' need for rapid,
quality innovation in a cost-effff icient manner, enabling faster time to market for new products and lower warr
Increasing product complexity is driving sustained demand for simulations. Key industry tr
needs for simulation include:
ends fueling customers' increasing
anty costs.
ff
ff
•
•
•
•
•
Electrification;
Autonomy;
Connectivity;
The industrial internet of things (IIoT); and
Sustainability, including minimizing waste and physical prototyping, and improving circularity and development time.
We have been investing and intend to continue to invest in our portfolio to broaden the range of physics and enable customers
to analyze the interactions among physics at the component, system and mission level. Our strategy is aligned with the near-
term market growth opportunities and is laying the foundation for a future where simulation can be further democratized to
ff
broader classes of end-users and end-use cases.
To augment our organic development roadmaps, we intend to continue our strategic and disciplined acquisition strategy to grow
our business. Our strategy is to partner with industry leaders to extend simulation into other ecosystems and customer R&D
workflows
ff
belonging.
. Our business is built on a culture of high ethical standards and commitment to diversity, equity, inclusion and
6
Table of Contents
Our portfolio consists of the following capabilities:
Structures
ff
ease
Our structural analysis product suite offers simulation tools for product design and optimization designed to incr
productivity, reduce physical prototyping and help deliver better and more innovative products in less time. These tools tackle
real-world analysis problems by making product development less costly and more reliable. In addition, these tools have
capabilities that cover a broad range of analysis types, elements, contacts, materials, equation solvers and coupled physics
capabilities, all targeted toward understanding and solving complex design problems. We have a long history of technological
innovations including pioneering innovations like nonlinear adaptivity (NLAD) and Separating Morphing and Adaptive
Remeshing Technology (SMART) to solve the toughest structural simulation challenges. We also provide comprehensive
topology optimization tools that engineers use to design structural components to meet loading requirements with reduced
material and component weight. Our LS-DYNA solver is the leader in explicit dynamics multiphysics simulation and is used
worldwide by leaders in automotive crash, drop tests, airbag deployment and impact analysis. Pioneering innovations like
multi-scale co-simulation capability for meso-scale effects allow electronics reliability simulations to predict component failure
ff
at a tiny scale when a macro scale printed circuit board drop test is analyzed. Additionally, our comprehensive and scalable
additive manufacturing solutions allow customers to reduce risk and provide high quality, certifiable parts. The additive
manufactur
ff
heat, molten metal and associated processing has many multiphysics attributes that can result in residual stresses and
deforff mations. Our additive solutions predict these effects and can work in conjunction with the 3D printer to confirm the
geometry being printed is produced reliably.
ing process uses high-power laser sintering of metal powders to print 3D parts layer-by-layer. The combination of
ff
Electronics
Our electronics product suite provides electromagnetic field simulation software for designing high-performance electronic and
electromechanical products. The software streamlines the design process and predicts performance of mobile communication
and internet-access devices, broadband networking components and systems, integrated circuits (ICs) and printed circuit boards
(PCBs), as well as electromechanical systems, including automotive components such as electric motors and power electronics
equipment, all prior to building a prototype. The flagship Ansys High Frequency Structure Simulator (HFSS) is used in all
aspects of radio frequency (RF) and microwave design for 5G/6G communications, avionics and biomedical applications.
Latest technologies, such as Mesh Fusion, allows virtually unlimited size and scope of system-level electromagnetic simulation
by leveraging high-performance computing (HPC) and the cloud.
Fluids
Our fluids product suite enables modeling of fluid flow and other related physical phenomena. Fluid flow analysis capabilities
provide tools needed to design and optimize new fluids equipment and to troubleshoot already existing installations. The suite
contains general-purpose computational fluid dynamics software and specialized products to address specific industry
applications. Innovations include its mixed-element unstructured solver and interactive architecture with pervasive HPC
scaling. The latest release substantially reduces simulation solve time and total power consumption using the native multi-
graphics processing unit (GPU) solver available in Fluent, with results showing six high-end GPUs provide the same
performance as more than 2,000 central processing units (CPUs).
ff
Semiconductors
Advancements in semiconductor design and manufacturing enable smaller electronic architectures. Shrinking geometries,
especially in the emerging 3D IC, FinFET and stacked-die architectures, reveal design challenges related to power and
reliability. Our power analysis and optimization software suite manage the power budget, power delivery integrity and power-
induced noise in an electronic design, from initial prototyping to system sign-off. These solutions deliver accuracy with
correlation to silicon measurement; the capacity to handle an entire electronic system, including IC, package and PCB,
efficiently f
ff
and electronic ecosystem enablement. Innovations include 'dynamic' power noise simulation technology, behavior simulation of
power distribution networks under realistic, time-varying activity loading, and with the distributed, big-data data management
capacity to handle full-chip analysis with many billions of electrical nodes. Redhawk-
industry's firff st foundry-validated hierarchical thermal analysis flow for multi-die 3D-IC designs and 5nm/3nm chips.
naround time; and comprehensiveness to facilitate cross-domain communications
SC and other Ansys tools provide the
e-of-debugging and fast tur
or eas
ff
ff
ff
Digital Mission Engineering
Our mission-simulation, modeling, testing and analysis software for aerospace, defense and intelligence applications empowers
our users to solve challenges by simulating from the chip level all the way to a customer's entire mission. Digital mission
engineering products enable engineers, operators and analysts to connect modeling and simulation efforts across all phases of
ff
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the engineering product life cycle. Users can model operational environments and the interrelationships of assets with accurate,
dynamic, physics-based simulations to validate system designs with respect to the mission's outcome. Modeling of assets may
be performed across multiple domains, including land, sea, air and space.
Our technology enables our customers to consider the entire mission engineering of a product or system. Engineered products
and systems can involve thousands of components, subsystems, systems and systems of systems that must work together
intricately. Our software simulates these puzzle pieces and their functional relationships to each other and, increasingly, to their
environments.
Optics and Virtual Reality (VR)
Modeling light propagation and its impact is crucial for measuring product performance and human comfort, perception, and
safety. Ansys Optics uniquely simulates a system's optical performance, evaluates the final illumination effect, and predicts and
validates the impact of lighting and material variations on appearance and perceived quality all in real conditions. Using optical
sensor and closed-loop, real-time simulation, our optics simulation capabilities now span the simulation of a wide range of
sensors, including lidar, cameras and radar; the multiphysics simulation of physical and electronic components; the analysis of
are. This functionality can
systems functional safety; as well as the automated development of safety-cer
be integrated into a closed-loop simulation environment that interacts with weather and traffic simulators for automotive
applications, enabling thousands of driving scenarios to be executed virtually.
tified embedded softw
ff
ff
ff
3D Design
Our Discovery™ product family allows engineers to benefit f
ff
rom the insight of simulation in their product design. The
ff
Discovery products range from early design exploration tools powered by interactive real-time simulation and intuitive
geometry editing, to detailed product validation solutions utilizing proven flagship solver technology with easy-to-use guided
workflows. These tools allow for design engineers to utilize simulation across the entire product design process and to work
seamlessly with simulation experts using our flagship products for even more advanced analysis.
Recent enhancements allow more engineering use cases such as idealized sliding contact for live physics and porous media for
high-fidelity physics, enabling fast, easy-to-use simulation of jointed assemblies and filtered flows. We also provide greater
Ansys Workbench™ connectivity, empowering analysts to do geometry preparation for simulation in Discovery, including
materials selections and upfront simulation, with seamless transfer to Ansys Mechanical and Ansys Fluent.
Materials
ff
With our materials technology, our customers benefit from access to the world's premier system for managing corporate
material intelligence and the market-leading solution for materials sources, selection and management. Ansys Granta MI is a
leading system for mater
ials information management in engineering enterprises. Ansys Granta Selector is the standard tool for
materials selection and graphical analysis of materials properties. A comprehensive materials data library plus unique software
tools enable engineers to use materials to innovate and evolve products, quickly identify solutions to material issues, confirm
and validate choice of materials and reduce material and development costs. CES EduPack is a unique set of teaching resources
that supports materials education across engineering, design, science and sustainable development. Granta Materials Data for
onics Desktop
Simulation provides easy access to materials property data from within Ansys Mechanical and the Ansys Electr
environment.
ff
Embedded Software
Our SCADE® product suite is a comprehensive solution for embedded software simulation, code production and automated
certification. It has been developed specifically for use in critical systems with high dependability requirements, including
aerospace, rail transportation, nuclear, industrial and automotive applications. SCADE software supports the entire development
workflow, frff om requirements analysis and design, through verification, implementation and deployment. SCADE solutions
easily integrate with each other and the rest of our product suite, allowing for development optimization and increased
communication among team members.
Platform
Our platform is the frff amework upon which our suite of advanced multiphysics engineering simulation technologies is built.
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Our platforff m allows engineers and designers to incorporate the compounding effects of multiple physics into a virtual prototype
of their design and simulate its operation under real-world conditions. As product architectures become smaller, lighter and
more complex, companies must be able to accurately predict how products will behave in real-world environments where
multiple types of physics and various domain disciplines interact in a coupled way. Our software enables engineers to simulate
the interactions between structures, heat transfer, fluids, electronics, optical elements and embedded software all within a s
unified engineer
ing simulation environment.
ingle,
ff
ff
ff
Today's engineered products are increasingly complex, demanding new solutions for optimal design. Products have integrated
electronics and semiconductors, embedded software, wired and wireless connectivity and advanced sensors and displays.
Product success requires our customers to consider the full system operation in a broad context. We have extended our platform
to support scalable solutions that leverage new algorithms, additional physics, system solutions, embedded intelligence, HPC
and integrated cloud. Our HPC product suite and cloud solutions enable enhanced insight into product performance and
improve the productivity of the design process.
Our cloud portfolio comprises a marketplace offering (Ansys Gateway powered by AWS) and a managed cloud offering (Ansys
Cloud Direct), providing customers scalable location-independent access to simulation. Additionally, PyAnsys (our open-
source Python API software package for a broad development ecosystem) provides an extensible platform-centric approach to
the development and deployment of new verticalized, or use-case-specific, applications that leverage simulation.
ff
ff
Ansys Minerva is a knowledge management application that secures critical simulation data, and provides simulation process
and decision support to simulation teams across geographies and functional silos. Available for both on-premises and cloud
deployment, Minerva delivers immediate benefits by connecting simulation and optimization to customers' existing ecosystem
of tools and processes. Minerva provides integration and automation of chained data flows and design space exploration for
optimal performance parameters. With Ansys Minerva, customers can connect simulation for life cycle traceability and to
enable collaboration and decision support.
Ansys optiSLang is an evolving, leading-edge answer to the challenges posed by CAE-based Robust Design Optimization
(RDO). Its state-of-the-art algorithms efficiently and automatically search for the most robust design configuration, eliminating
the slow, manual process that used to define RDO.
Ansys ModelCenter is a Model Based Systems Engineering (MBSE) software platform for managing and automating
simulation processes in engineering. It enables the automation of any simulation tool and enables the creation and automation of
simulation workflowff
architecture modeling tools to verify system performance throughout the product design lifecycle. The software pr
centralized environment for managing simulation inputs, outputs and results, as well as for running trade studies and optimizing
system designs in the conceptual design stage. It supports integration with various of our simulation tools, as well as with third-
party software tools.
s. A unique capability of ModelCenter is rigorous MBSE enablement by connecting with system
ovides a
ff
Photonics
Our photonic design and simulation tools enable customers to predict light's behavior within complex photonic structures and
systems. Silicon photonics is an expanding market and our solutions provide a comprehensive set of tools for the design and
analysis of integrated photonic components and systems, like the traditional electronic design automation (EDA) environment.
Ansys Lumerical is a complete photonics simulation software solution that enables the design of photonics components,
circuits, and systems. Device and system level tools work together to allow designers to model interacting optical, electrical and
thermal effff ects
and photonic circuit simulation with third-party design automation and productivity tools. Python-based automation and flows
for building and using compact models support the industry's leading foundries.
. Flexible interoperability between products enables a variety of workflows that combine device multiphysics
ff
Safety Analysis
Our safety and cybersecurity threat analysis software facilitates model-based safety analysis, safety concept creation, safety
management and cybersecurity assessment for safety-critical electrical, electronic and software-controlled systems. Using this
softwff
industry standards.
are, engineers can deliver safer and more secure products, reduce time to market, increase profit margins and comply with
ff
ff
Autonomous Vehicle Simulation
Our autonomous vehicle simulation solutions are designed specifically to support development, testing and validation of safeff
automated driving and advanced driver-assistance systems (ADAS) technologies. This autonomous vehicle simulation solution
saves time and costs versus traditional development and testing methods by allowing testing of drive designs on a virtual
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ff
vehicle in a real-world environment. Ansys autonomous vehicle simulation solutions offer a set of dedicated features for
sensors and headlamps for developing ADAS and autonomous sys
loop testing and can dynamically test physics-based sensor and lighting systems. Our autonomous solutions connect to popular
driving simulators to recreate real-world driving conditions to test systems under variable traffic, terrain, weather and lighting
conditions. Ansys AVxcelerate can generate reliable, synthetic training data enriched with ground truth information for all
sensor types; this data is essential for artificial intelligence/machine learning (AI/ML) based perception algorithm training and
validation.
tems. Designers can utilize component-level model-in-the-
ff
Digital Twin
Our Twin Builder allows customers to implement complete virtual prototypes of real-world systems. These can be deployed to
manage the entire lifecycle of products and assets. Our digital twin simulation paradigm allows customers to increase
edictive methodologies that become more accurate with real-world
ff
efficiencies over time, scheduling maintenance around pr
testing and response. Access to this information allows engineers to unlock additional value out of existing assets, preventing
unscheduled downtime and lowering operating costs, while working at optimal efficiency.
Academic
rr
We bundle our commercial software by physics area and work with universities to utilize our software in teaching and research.
We currently have more than 3,300 university customers in 95 countries. Our digital engagement strategy has evolved to
include an "Access, Learn, Engage" model that is supported by our free student downloads, free Ansys Innovation Courses and
Learning Forum that make it easy for learners to access our pr
oducts, learn how to use them and ask questions to their peers and
our experts. We also work to develop partnerships in areas like student team sponsorship, strategic curriculum and research
opportunities and STEM. We recently released a free Electronics Desktop Product for Students that provides free online access
to our industry-leading simulation solutions, including Ansys HFSS, Ansys Maxwell, Ansys Q3D Extractor and Ansys Icepak.
This adds to our existing student products including Ansys Student, consisting of structures and fluids, Ansys LS-DYNA
Student, Ansys Discovery Student and Ansys SCADE Student.
PRODUCT DEVELOPMENT
We make significant investments in research and development and emphasize frequent, integrated product releases. Our product
development strategy centers on ongoing development and innovation of new technologies to increase productivity and to
provide engineering simulation solutions that customers can integrate into enterprise-wide product lifecycle management
(PLM) systems. Our product development efforts focus on extensions of the full product line with new functional modules,
further integration with CAD, electronic CAD and PLM products, and the development of new products. Our products run on
the most widely-used engineering computing platforms and operating systems, including Windows, Linux and most UNIX
workstations.
Our total research and development expenses were $433.7 million, $404.9 million and $355.4 million in 2022, 2021 and 2020,
respectively, or 21.0%, 21.2% and 21.1% of total revenue, respectively. As of December 31, 2022 and 2021, our product
development staff consisted of 2,100 and 1,900 employees, respectively, many of whom hold advanced degrees and have
industry experience in engineering, mathematics, computer science or related disciplines. We have traditionally invested
significant resources in research and development activities and intend to continue to make investments in expanding the ease
of use and capabilities of our broad portfolio of simulation software products.
We recently completed the following major product development activities and releases:
•
In January 2023, we released Ansys 2023 R1, which enables organizations to address past complexity and integration
challenges to accelerate the design of the next generation of world-changing products by taking advantage of
performance improvements, cross-discipline workflow integrations and innovative capabilities. Highlights of the
release include enhanced simulation performance, intelligent workflow automation and collaboration and further
innovation across the product development process.
Ansys 2023 R1 empowers users to run large, high-fidelity situations more efficiently by overcoming hardware
capacity limitations with HPC and enhanced solver algorithms that take advantage of GPUs. A new capability within
Ansys Mechanical enables users to leverage AI/ML to determine the computational spend and time required to run a
simulation. Similarly, the full release of the multi-GPU solver in Ansys Fluent computational fluid dynamics softw
unleashes the power of multiple GPUs for a broad spectrum of applications. Ansys 2023 R1 also builds on the
capabilities of materials, simulation process and data management, optimization and model-based systems engineering
to improve engineering efficiency by supporting intelligent workflow automation and collaboration.
are
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•
In July 2022, we released Ansys 2022 R2, which brings enhanced computing power to optimize complex products,
assemblies and systems across industries. It enables customers to get better products to market faster with systems
engineering workflows and disciplines to help stakeholders understand subsystem interactions and synergies. New AI
capabilities and simulation technologies deliver insight-driven innovation across every dimension of product design
and development. Ansys 2022 R2 continues building open workflows that enhance collaboration and increase
productivity across engineering disciplines. Additional innovations in computation allow GPU solver advances to
deliver power savings.
ff
Acquired Technologies
During the year ended December 31, 2022, we completed several strategic acquisitions to expand our solution offerings and
enhance our customers' experience. The effects of the acquisitions were not material to our consolidated results of operations
individually or in the aggregate. For furff
statements included in Part IV, Item 15 of this Annual Report on Form 10-K.
ther inforff mation on our business combinations, see Note 4 to the consolidated financial
ff
PRODUCT QUALITY
Our employees generally perform product development tasks according to predefined quality plans, procedures and work
instructions. Certain technical support tasks are also subject to a quality process. These plans define, for each project, the
methods to be used, the responsibilities of project participants and the quality objectives to be met. The majority of our softwar
products are developed under a quality system that is certified to the ISO 9001:2015 standard. We establish quality plans for
our products and services, and subject product designs to multiple levels of testing and verification in accordance with
processes established under our quality system.
ff
ff
e
SALES AND MARKETING
We distribute and support our products through our own direct sales offices, as well as a global network of independent channel
partners. Our products are utilized by organizations ranging in size from small consulting firms to the world's largest high-tech
and industrial companies.
Our direct sales organization develops an enterprise-wide, focused sales approach and implements a worldwide go-to-market
account strategy. The sales management organization also functions as a focal point for requests from the channel partners and
provides additional support in strategic locations through the presence of direct sales offices.
During 2022, we continued to invest in our existing domestic and international strategic sales offices. In total, our direct sales
and marketing organization comprised 2,700 and 2,500 employees as of December 31, 2022 and 2021, respectively, who were
responsible for the sales, technical support, consulting services, marketing initiatives and administrative activities designed to
support our overall revenue growth and expansion strategies.
Our channel partner network provides us with a cost-effective, highly-specialized channel of distribution and technical support.
It also enables us to draw on business and technical expertise from a global network, provides relative stability to our operations
to help mitigate geography-specific economic trends and provides us with an opportunity to take advantage of new geographic
markets or enhance our sales coverage in existing markets.
The channel partners, under the direction of our sales management team, market and sell our products to new customers,
expand installations within the existing customer base, offer training and consulting services and often provide the first line of
our technical support. Our channel partner certification process helps to confirm that each channel partner has the ongoing
capability to adequately represent our expanding product lines and to provide an appropriate level of training, consultation and
customer support. We derived 23.9%, 23.7% and 22.2% of our total revenue through the indirect sales channel for the years
ended December 31, 2022, 2021 and 2020, respectively.
No single customer accounted for more than 5% of our revenue in 2022, 2021 or 2020. Information with respect to foreign and
domestic revenue may be found in Note 17 to the consolidated financial statements in Part IV, Item 15 of this Annual Report on
Form 10-K and in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Part II, Item 7 of this Annual Report on Form 10-K.
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STRARR TEGIC ALLIANCES AND MARKETING RELATIONSHIPS
We have established and continue to pursue strategic alliances with advanced technology suppliers, cloud computing providers,
hardware vendors, software vendors, specialized application developers and CAD, EDA and PLM providers. We believe that
these relationships facilitate accelerated incorporation of advanced technology into our products, provide access to new
customers, expand our sales channels, develop specialized product applications and provide direct integration with leading
CAD, EDA, product data management and PLM systems.
We have technical and marketing relationships with leading CAD vendors, such as Autodesk, PTC and Siemens Digital
Industries, to provide direct links between products. These links facilitate the transfer of electronic data models between the
CAD systems and our products.
We maintain marketing and software development relationships with leading EDA software companies, including Altium,
Cadence Design Systems, Synopsys, Siemens EDA and Zuken. These relationships support the transfer of data between
electronics design and layout software and our electronics simulation portfolio.
We have strategic relationships with public cloud providers to enable customers to seamlessly access HPC in the cloud. We
recently executed a partnership with Microsoft to develop Ansys Access powered by Azure, which will enable customers to
launch Ansys products using their Azure enrollment and connect third-party tools. In addition to our joint initiatives in the
cloud, we have a broader relationship with Microsoft focus
autonomy and use of AI in simulation.
ed on more market-specific endeavors in the area of Digital Twins,
ff
In 2022, we launched Ansys Gateway powered by AWS to transform cloud-based engineering simulations. Ansys Gateway
powered by AWS facilitates seamless access and deployment of Ansys products on AWS, making simulation workloads more
user-friendly, while offering scalability and flexibility with easy access to software and storage solutions from anywhere with a
web browser.
ff
In addition to marketing relationships to promote the adoption of HPC, we maintain a technical relationship with both Intel and
Advanced Micro Devices (AMD) to optimize the solver performance and scalability of our structures, fluids and
electromagnetics portfolio to enable faster simulations, better graphics and a shorter time to market for our customers. For
example, we have expanded our co-development with Intel in the area of GPU computing (both for acceleration and
visualization) which will strengthen cross-platform support of our fluids software. As an inaugural member, we have joined
both Intel Foundry Services' (IFS) Design Ecosystem Alliance and Intel Foundry Services Cloud Alliance. We expect that our
EDA tools and multiphysics solutions will help IFS to deliver industry-leading bespoke silicon to their customers, both on-
premises and in the cloud. Partnering with AMD, we have added support for the latest AMD Instinct™ MI200 Series
accelerators, AMD’s data-center-class GPU family. S
choosing HPC hardware, both on-premises and in the cloud. In some cases, AMD GPU acceleration can provide speedups of as
much as 8x or 14x, depending on the application.
upport for these new AMD GPUs gives customers more flexibility when
ff
ff
ff
ff
Our Partner Program actively encourages developers of specialized software solutions to use our technology as a development
platform for their applications and provides customers with enhanced functionality related to their use of our software. With
over 350 technology partnerships, spanning a wide range of solution areas, including materials, optimization, electronics,
optical, mechanical, fluid and systems simulation, our partner ecosystem extends the depth and breadth of our technology
offerings.
COMPETITION
ff
We believe that the principal factors affecting sales of our software include ease of use, breadth and depth of functionality,
flexibility, quality, eas
e of integration with other software systems, file compatibility across computer platforms, range of
ff
supported computer platforms, performance, price and total cost of ownership, customer service and support, company
reputation and financial viability and effectiveness of sales and marketing efforts.
ff
Our competitors include large, global, publicly traded companies; small, geographically-focused firms; startup firms; and
solutions produced in-house by the end users. Some of our current and possible future competitor
s have greater financial,
technical, marketing and other resources than us, and some have well-established relationships with current and potential
customers of ours. Our current and possible future competitors also include firms that have elected, or may in the future elect, to
compete by means of open source licensing. These competitive pressures may result in decreased sales volumes, price
reductions and/or increased operating costs, and could result in lower revenues, margins and net income.
ff
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PROPRIETARY RIGHTS AND LICENSES
ff
e products under software license agreements that predominantly grant customers
We regard our software as proprietary and rely on a combination of trade secret, copyright, patent and trademark laws, license
agreements, nondisclosure and other contractual provisions and technical measures to protect our proprietary rights in our
products. We distribute our softwar
nonexclusive licenses, which are typically nontransferable, for the use of our products. License agreements for our products are
generally directly between us and end users. Use of the licensed software product is restricted to specified sites unless the
customer obtains a multi-site license for its use of the software product or the software product is by its nature a multi-site-use
product. Softwff
are security measures are also employed to prevent unauthorized use of our software products and the licensed
softwff
are is subject to terms and conditions prohibiting unauthorized use, distribution or reproduction. For most products,
customers may purchase a perpetual license of the technology with the right to annually purchase ongoing maintenance,
technical support and upgrades, or may lease the product on a fixed-term basis for a fee that includes the license, maintenance,
technical support and upgrades. For some products, customers purchase an annual subscription for a certain number of named
users that includes the license, maintenance, technical support and upgrades or purchase elastic units, which enable the use of
any supported product at any time until their licensed volume is met.
ff
We license our software products utilizing a combination of web-based and hard-copy license terms and forms. For certain
software products, we primarily rely on "click-wrapped" licenses (i.e., online agreements where the website provider posts
terms and conditions, and the user clicks on the "accept" button). The enforceability of thes
of some jurisdictions is uncertain.
e types of agreements under the laws
ff
ff
We also seek to protect the source code of our software as a trade secret and as registered unpublished copyrighted work. We
have obtained federal trademark regis
tration protection for Ansys and other marks in the United States and foreign countries.
Additionally, we were awarded numerous patents by the U.S. Patent and Trademark Office or equivalent offices in other
jurisdictions and have a number of patent applications pending. To the extent we do not choose to seek patent protection for our
intellectual property, we primarily rely on the protection of our source code and underlying functionality as a tr
ade secret.
ff
Our employees have signed agreements under which they have agreed not to disclose trade secrets or confidential information.
These agreements, where legally permitted, restrict engagement in or connection with any business that is competitive with us
anywhere in the world while employed by us (and, in some cases, for specified periods thereafter) and state that any products or
technology created by employees during their term of employment are our property. In addition, we require all channel partners
to enter into agreements not to disclose our trade secrets and other proprietary information.
ff
Despite these precautions, there can be no assurance that misappropriation of our technology and proprietary information
(including source code) will be prevented. Further, there can be no assurance that copyright, trademark, patent and trade secret
protection will be available for our products in certain jurisdictions, or that restrictions on the ability of employees and channel
partners to engage in activities competitive with us will be enforceable. Costly and time-
necessary in the future to enforce our rights to our trade secrets and proprietary information or to enforce our patent rights and
copyrights, and it is possible that, in the future, our competitors may be able to obtain our trade secrets or to independently
develop similar technology.
consuming litigation could be
ff
The software development industry is characterized by rapid technological change. Therefore, we believe that factors such as
the technological and creative skills of our personnel, new product developments, frequent product enhancements, name
recognition and reliable product maintenance are also important to establishing and maintaining technology leadership in
addition to the various available legal protections of our technology.
We do not believe that any of our products infrff inge upon the proprietary rights of third parties. There can be no assurance,
however, that third parties will not claim such infringement by us or our licensors or licensees with respect to current or future
products. In addition, there are non-practicing entities and patent assertion entities whose business models are built on not
producing any products, but rather extracting payments from revenue-generating companies through patent infringement
easingly be subject to the risk of such claims as the
assertions and/or litigation. We expect that software suppliers will incr
number of products and suppliers continues to expand and the functionality of products continues to increase. Any such claims,
with or without merit, could be time consuming, result in costly litigation, cause product release delays or require us to enter
into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms
acceptable to us.
ff
SEASONAL VARIATIONS
Our business has experienced seasonality, including quarterly volatility in software sales resulting from slowdowns of customer
activities during the summer months, particularly in Europe, as well as from the seasonal purchasing and budgeting patterns of
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our global customers. Subscription lease and maintenance contract renewals, as well as our revenue, are typically highest in the
ff
four
th quarter.
DEFERRED REVENUE AND BACKLOG
d
red revenue on our consolidated balance sh
Deferred revenue consists of billings made or payments received in advance of revenue recognition from customer agreements.
The d fdeferff
noncancellable agreements. Our backlog represents d f
noncancellable agreements. Our backlog
current quarterly billing cycle and committed contr
revenue and backlog as of December 31, 2022 and 2021 consisted of the following:
heets does not represent the total value of annual or multi-year,
ent the total value of annual or multi-year,
t billings for periods beyond the
deferred revenue associated with installment billings for periods beyond the
ll
d i h i
acts with start dates beyond the end of the current period. Our deferred
rent quarterly billing cycle
d b l
lid
d
d
i
(in thousands)
Deferred revenue
Backlog
Total
(in thousands)
Deferred revenue
Backlog
Total
Balance at December 31, 2022
Total
Current
Long-Term
435,758
981,088
1,416,846
$
$
413,989
432,323
846,312
$
$
21,769
548,765
570,534
Balance at December 31, 2021
Total
Current
Long-Term
412,781
845,079
1,257,860
$
$
391,528
373,334
764,862
$
$
21,253
471,745
492,998
$
$
$
$
Revenue associated with deferred revenue and backlog that will be recognized in the subsequent twelve months is classified as
current in the tables above.
HUMAN CAPITAL RESOURCES
At the heart of our culture is a commitment to our people. People are our most important investment and greatest asset. The
success and the growth of our business depend on our ability to attract, develop, incent and retain a diverse population of
talented, qualified and highly-skilled employees at all levels of our organization, including our executive officers, and across
our global workforce. We have developed key recruitment and retention strategies, objectives and measures that serve as the
framework for our human capital management approach. These strategies, objectives and measures are advanced through a
number of programs, policies and initiatives, including: promoting diversity, equity, inclusion and belonging; employer
branding and talent acquisition; ongoing employee development; competitive compensation, including incentives linked to
Ansys' and employees' performance, and competitive benefits programs providing choice and value to our employees;
supporting safety and health; and surveying employee satisfaction and engagement.
ff
As of December 31, 2022, we employed 5,600 people, including: 2,100 in product development, 2,700 in sales, support and
marketing, and 800 in general and administrative functions. Of these employees, 45% were located in the Americas, 28% were
located in Europe, Middle East and Africa (EMEA) and 27% were located in Asia-Pacific (APAC). Certain international
employees are subject to collective bargaining agreements or have local work councils.
Diversity, Equity, Inclusion and Belonging
rr
People are our foundation. Diversity, equity, inclusion and belonging are the fundamental tenets of our culture and are key to
driving better business outcomes, higher team intelligence and greater innovation for our customers.
ff
As of December 31, 2022, our self-identified gender diversity was:
Global employees
Senior leadership(1)
Board of Directors
Male
Female
Other/Not Indicated
75 %
76 %
70 %
23 %
24 %
30 %
2 %
— %
— %
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(1)Senior leadership consists of leaders in our executive career track that report directly to the chief executive officer or within
one additional reporting level of the chief executive officer and thos
e at the highest tier of our management career track who
report directly to a leader on our executive track. The senior leaders, who represent 1% of global employees, are responsible forff
directing strategic plans aligned with our corporate strategy through multiple levels of management.
ff
ff
As of December 31, 2022, our self-identified racial/ethnic diversity was:
United States-based employees
United States-based senior
leadership
Board of Directors
White
Asian
Hispanic or
Latino
Black or
Afrff ican
American
Other*
Not Indicated
55 %
70 %
60 %
25 %
19 %
30 %
2 %
— %
— %
2 %
2 %
10 %
1 %
— %
— %
15 %
9 %
— %
*Other includes Native Hawaiian, American Indian, Alaskan Native, Pacific Islander, or two or more races.
We have a growing number of employee resource groups dedicated to creating a culture of inclusion and belonging that
supports our goals of increasing retention of valuable employees and creating an open culture that fuels innovation. Our
employee resource groups include Women in Tech at Ansys, Ansys Pride Alliance, Black Employee Network at Ansys,
Veterans at Ansys, Ansys (dis)ability Network, and Ansys Latino Connection. Additionally, we create a culture of inclusion
through training on understanding and mitigating bias in people, processes and business decisions.
Employee Recruitment, Development and Retention
Our talent strategy is focused on (i) attracting diverse high-quality talent, (ii) continually developing and engaging our
employee base and (iii) retaining our people by recognizing and rewarding performance. Our commitment to recruiting diverse
talent is evidenced in the United States through our dedication to increasing recruiting efforts at historically black colleges and
universities, as well as our involvement with minority engineering societies, women in technology groups, veterans'
organizations and LGBTQ+A organizations. In addition to targeted outreach, we recruit talent through (i) attending career and
networking events aimed towards recruiting diverse audiences, (ii) hiring internally through our Ansys internship/co-op
programs for current students and (iii) value partnerships including profesff
audiences. We continue to evolve our talent acquisition efforts, as evidenced by our expanded events strategy wherein we
doubled the volume of our outreach events in the last year, as well as our priority focus on new external partnerships and
recruitment tools that expand our reach to diverse audiences. Additionally, we drive a global focus on hiring emerging talent,
placing an emphasis on offering full-time positions through our global internship, co-op and new college graduate programs.
Our academic product suite is also widely used in research and teaching settings, which allows students to become familiar with
our simulation softwff
are and creates opportunities to strengthen our university ties and recruit top talent.
sional societies that promote our programs to diverse
The development of our employees is paramount to our success and provided through internal professional development
programs and tuition assistance for external programs. We conduct annual individual assessments, encourage development
planning and build a culture of feedback that drives performance. We drive a variety of focused initiatives specifically designed
to support employee development. These include annual talent reviews and succession planning, leadership and executive
development and company-sponsored education programs, such as management essentials to develop front-line leaders in
foundational people management skills. New programs in 2022 included individualized leadership coaching, high-potential
assessment programs, mentoring and sponsorship programs and skills development for technical staff in support of our digital
transforff mation of our internal processes.
Developing our employees helps create an engaged workforce that is ready to embrace future business challenges. It also helps
mitigate risks associated with employee loss and keeping up with rapid technological and social change. For the year ended
December 31, 2022, our annual turnover rate was 10%, or 8% on a voluntary basis.
15
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Compensation and Benefits Pr
ff
ogram
Our compensation programs provide an opportunity for employees to earn higher compensation by aligning their performance,
which may include contributions to our environmental, social and governance objectives, with our overall financial and
operational success. The program includes three key elements: (i) competitive annual salaries, (ii) annual cash incentives and
sales commission programs, with a majority of our employees eligible to earn more or less than the target opportunities based
on both our and the employee's perforff mance and (iii) long-term equity incentives with over half of employees receiving equity
grants each year in the form of time-based restricted stock units and, in the case of senior leadership, time-based restricted stock
units and performance stock units that vest, if at all, based on our financial performance and shareholder returns over a specified
period of time. These grants align the long-term financial interests of our employees with those of our stockholders.
Health and welfare benefit programs include market-competitive benefits comprised of a mix of company-provided and other
benefits, including those for medical, dental and vision insurance; life and disability insurance; defined contribution retirement
plans; and global employee wellness programs in addition to many different employee assistance programs, such as financial,
legal, emotional and social well-being employee assistance programs. Our investments in health and welfare benefits and other
employee programs focus on providing choice and value to our employees s
o they can select market-competitive benefits that
support their personal needs.
ff
ff
Local regulations are considered when developing our compensation and benefits packages for employees across the globe.
SS
Safety, Health, and Flexibility
The health and safety of our employees and their families, our partners and our broad community around the world remain a
high priority. We support a remote and hybrid work environment. In October 2022, we surveyed our employees and 92%
responded favorably to the statement: "I am able to manage my work responsibilities in a way that allows me flexibility." Our
employees have responded favorably to how we wor
k in a post-pandemic environment.
ff
Employee Satisfaction and Engagement
Employee feedback and engagement are critical to our success. We conduct global employee engagement surveys with the goal
of using the feedback to improve the work environment and employee satisfaction. This feedback continues to be a critical
component of our listening strategy. The survey itself has become an even more important tool to stay connected with employee
sentiment in our remote and hybrid work environments.
Our 2022 engagement score remained steady compared to 2021, confirming that our employees continue to be highly engaged.
Our scores exceeded the external norm across all dimensions of engagement that were measured with themes this year,
including: employees feeling valued and part of a team; employees empow
leaders are creating. Employees are also satisfied with continued opportunities for learning and development.
ered to excel; and trust in the future vision that
ff
Employee feedback is also strong in other important areas including recognition, communication and overall leadership. The
findings from these surveys help us to improve performance, manager effectiveness, culture and engagement.
ff
AVAILABLE INFORMATION
ormation about our products and ser
ff
Inf
i
s on our corporate website under "Why Ansys – Investor Relations".
iinvestors on our corporate website under "Why Ansys – Investor Relations".
vices is available on the internet at www.ansys
vices is available on the internet at www.ansys
b
d
d
.com. We provide infor
id i f
mation for
i
f
i
f
(
a) or 15(d) of the Exchange Act, pres
ection 13(a) or 15(d) of the Exchange Act, pr
ore or promptly following
nsys – Investor Relations" shortly before or promptly following
elease, or as soon as reasonably practicable after we electronically file such material with, or fur inish i
h it to, the
h
fff
EC, as applicable: financially-related press releases, including earnings releases and prepared remarks, various SEC f
ilings,
elated press releases, including earnings releases and prepared remarks, various SEC filings,
We make available, free of charge, the f
fff
ing under "Why Ansys – Investor Relations" shortly bef
ing under "Why A
fff
We make available, free of charge, the f llollow
its fiirfff st use or release, or as soon as reasonably practicable after we electronically file such material with, or fur
i
SEC, as applicable: financially-
including annual, quarterly and current reports and proxy statements and amendments to those r
including annual, quarterly and current reports and proxy statements and amendments to those r
ppursuant to S
access to live and recorded audio from earnings and other investor conference calls or events. For ear
ggenerally include in our pos
i finfor
id
reconciliations may be in materials for the applicable presentation, in materials for prior presentations or in our annual,
econciliations may be in materials for the applicable presentation, in materials for prior presentations or in our annual,
i
quarterly or cur
r
SEC includes information relating to our cor
www.s
i
s to live and recorded audio from earnings and other investor conference calls or events. For earnings conference calls
ials a cautionary statement regarding forward-looking and non-GAAP financial
ally include in our pos dted materials a cautionary statement regarding forward-looking and non-GAAP financial
e include non-GAAP financial information. Such GAAP
mation, and w
ate governance. SEC filings may also be obtained on the SEC’s website at
ate governance. SEC filings may also be obtained on the SEC’s website at
ted on our corporate website that may not be available in our filings with the
ts. Other information posted on our corporate website that may not be available in our filings with the
ials associated with earnings conference calls, and
entation materials associated with earnings conference calls, and
EC includes information relating to our corpor
e provide GAAP reconciliations when w i
nings conference calls, we
eports filed or furnish dhed
ly or current repor
gec.gov.
i l i f
fil d
l d
i f
ili
fi
d
h
h
h
f
i
i
i
i
i
h
e we have included internet addresses in this Annual Report on Form 10-K, such as our internet address and the internet
hWher
s of the SEC, we have included those internet addresses as inactive textual references only. Except as specifically
ddaddress of the SEC, we have included those internet addresses as inactive textual references only. Except as specifically
rr
iincorpor
m 10-K, information on those websites is not part hereof.
f
erence into this Annual Report on For
fff
ated by ref
ated by ref
l d d i
d h i
b i
i f
dd
dd
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i
l
i
l
i
i
i
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Table of Contents
ITEM 1A. RISK FACTORS
The following are important factors we have identified that could affect our future results and an investment in our securities.
Although the risks are organized by headings and each risk is described separately, many of the risks are interrelated.
You should not interprrr et the disclosure of any risk factor to imply that the risk has not already materialized. While we believe
we have identified and discussed below the key risk factors affecting our business, there may be additional risks and
uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our
business, prospects, financial condition, results of operations or cash flows in the future. In addition, from time to time we
provide information, including information contained in this Annual Report on Form 10-K, that contains forward-looking
statements concerning, among other things, projected financial performance, total addressable market, market and industry
sector growth, product development and commercialization or other aspects of future operations. Such statements are based on
the assumptions and expectations of our management at the time such statements are made. We caution investors that our
performance and any forward-looking statements are subject to risks and uncertainties, including but not limited to, the
following:
Global Operational Risks
p
Adverse economic and geopolitical conditions have in the past and may continue to impact our operations and financial
performance.
Our operations and performance depend significantly on global macroeconomic, specific foreign country and U.S. domestic
economic conditions. Over the past year, global inflation and interest rates have increased meaningfully. A deterioration in the
macroeconomic environment, including the impact of high inflation, may result in decreased demand for our products and
services, constrained credit and liquidity, reduced government spending and volatility in equity and foreign exchange markets.
In addition, significant downturns and volatility in the global economy expose us to impairments of certain assets if their values
deteriorate. Tighter credit due to economic conditions may diminish our future borrowing ability and increase borrowing costs
under our existing credit facilities. Customers' ability to pay for our products and services may also be impaired, which could
lead to an increase in our allowance for doubtful accounts and write-offs of accounts receivable.
Furthermore, escalating global tensions, including due to the deterioration of the diplomatic and political relationships between
the United States and other countries where we conduct business, including China, and the ongoing conflict between Russia and
Ukraine, could adversely affect our future operations and lead to a decline in financial performance.
ff
tates and our customers supply a wide array of goods and
A significant portion of our business comes from outside the United S
services to most of the world's major economic regions. International revenue represented 54.9%, 54.5% and 53.8% of our total
revenue for the years ended December 31, 2022, 2021 and 2020, respectively. In fiscal year 2022, our largest geographic
revenue bases were the United States, Germany and Japan.
When the significant economies in which we do business deteriorate or suffer a period of uncertainty, our business and financial
perforff mance may be impacted through reduced customer and government spending, changes in purchasing cycles or timing and
reduced access to credit for our customers, among other events. Furthermore, customer spending levels in any foreign
jurisdiction may be adversely impacted by changes in domestic policies, including tax and trade policies. A substantial portion
of our license and maintenance revenue is derived from annual subscription lease and maintenance contracts, which typically
have a high rate of customer renewal. When the rate of renewal for these contracts is adversely affected by economic or other
factors, our subscription lease license and maintenance growth is adversely affected.
We are subject to trade restrictions that could impact our ability to sell to customers and result in liabilities for
violations.
Due to the global nature of our business, we are subject to domestic and international trade protection laws, policies, sanctions
and other regulatory requirements affecting trade and investment. For example, we are subject to import and export restrictions
and regulations that prohibit the shipment or provision of certain products and services to certain countries, regions and persons
targeted by the United States and certain end uses identified by the United States, including the Export Administration
Regulations administered by the U.S. Bureau of Industry and Security (BIS), economic and trade sanctions administered by the
U.S. Treasury Drr
administered by the Department of State’s Directorate of Defense Trade Controls (DDTC).
epartment's Office of Foreign Assets Control (OFAC) and International Traffic in Arms Regulations (ITAR)
BIS continues to expand its export control restrictions and set new licensing requirements. The receipt of licenses to export to
certain countries, including China, is dependent on many factors, and in the absence of a license or applicable license exception,
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these export control restrictions could limit our ability to deliver products and services to certain customers and our ability to
sell products and services to customers in the future. Additionally, BIS continues to add more companies, including existing
customers, to its Entity List and Unverified List, and OFAC continues to increase the number of companies subject to its
sanctions, which could limit the companies with which we can do business.
In addition, restrictions implemented by OFAC could limit our ability to sell to, or transact with, restricted individuals, entities
or countries. Adding companies as restricted parties and subjecting companies to heightened export control restrictions may
encourage those companies to seek substitute products from competitors whose products are not subject to these restrictions or
to develop their own products. We cannot predict whether or when any changes will be made that eliminate or decrease these
limitations on our ability to sell products and provide services to these customers. Additionally, other existing and prospective
customers may be added as restricted parties and/or be subjected to trade restrictions and additional end uses may be identified
for further restrictions, and such actions may result in other indirect impacts that cannot be quantified, including the imposition
of additional trade restrictions on our business by the United States, China or other countries. Restrictions on our ability to sell
and ship to customers could have a significant advers
e effect on our business and consolidated financial statements.
ff
Our products could also be delivered to restricted parties by third parties, including our channel partners. We take measures to
confirm that our channel partners comply with all applicable trade restrictions, but any failure by channel partners to comply
with such restrictions could have negative consequences for us.
Violators of trade restrictions or restricted end uses may be subject to significant penalties, which may include considerable
monetary fines, criminal proceedings against them and their officers and employees, a denial of export privileges and
suspension or debarment from selling products or services to the federal government. Any such penalties could have a
significant adverse effect on our business and consolidated financial statements. In addition, the political and media scrutiny
surrounding any governmental investigation could cause significant expense and reputational harm and distract senior
executives frff om managing normal day-to-day operations.
If we are unable to attract and retain key talent, our business could be adversely affected.
Due to the highly technical nature of our products and services, our continued success depends on our ability to attract and
retain particular employees with specialized skill sets. These skilled roles have been and are expected to continue to be
challenging to fill given the recent job market dynamics, including wage inflation and the general labor market shortage, which
has caused an increase in competition for talent w
ithin the technology industry. Additionally, our talent has been, and continues
to be, the subject of recruitment by our competitors and we may incur significant cost to attract and retain our skilled
employees. Remote and hybrid options remain the primary means of work. Our working environment options may adversely
affect our ability to recruit and retain employees who prefer a different working environment. Furthermore, operating in a
remote and hybrid environment could have a negative impact on our corporate culture which could negatively affect the
workforce and decrease retention rates. While we have non-competition and non-solicitation agreements with many of our
current employees, the enforceability of these agreements may be limited by the courts.
ff
In addition, our success depends upon the continued service of our senior executives and our key technical and sales employees.
Most of these individuals could terminate their relationship with us at any time. The loss of any of them for which there has not
been adequate knowledge-sharing and transfer might significantly delay or prevent the achievement of our business objectives
and could materially harm our business and customer relationships.
r
While we have historically recruited globally for positions in the United States, in recent years our ability to do so has been
curbed by more res
immigration requests becomes even more cumbersome or less efficient, or if we have less success in recruiting and retaining
key personnel, our business, reputation and operating results could be materially and adversely affected.
trictive domestic immigration laws. If the immigration laws become even stricter or the processing of
Failure to comply with global data privacy laws could give rise to regulatory enforcement action, monetary penalties,
loss of the ability to do business in certain jurisdictions or reputational harm.
We are subject to global data privacy laws and regulations addressing the processing of personal data. As the global focus on
data privacy regulation continues to increase, standards governing the processing of personal data continue to become more
strict, conflicting and numerous. As a result, potential risks may intensify as our global business pursues data privacy
compliance.
ff
The General Data Protection Regulation (European Union), the Data Protection Act (United Kingdom), the Personal
Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Law (China), the Law
Concerning the Protection of Personal Information (Japan), the Personal Information Protection Act (South Korea), many state
and federal privacy laws within the United States and other similar global laws in locations in which we do business
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(collectively, "Privacy Laws") govern our global data privacy practices. Additionally, Privacy Laws impose abundant
compliance obligations related to our processing of personal data arising from: (i) the delivery of our products and services to
our customers; and (ii) our business operations involving employee data.
Compliance with Privacy Laws has and will continue to require the deployment of substantial resources and increased costs. As
the global data privacy landscape continues to change, including: (i) new and varying restrictions on the transfer of personal
data across borders; (ii) the growing list of privacy rights afforded to individuals of certain jurisdictions; (iii) data minimization
requirements; and (iv) the growing number of governmental agencies dedicated to the preservation of data privacy rights, we
may be required to make significant changes to our software applications or business operations. Such changes may increase
the cost and complexity of delivering our products and services in some markets, require an investment in additional resources
or tools to manage our data privacy compliance, give rise to operational interruption in the performance of services forff
customers or adversely affect the internal processing of employee information.
ff
Failure to comply with Privacy Laws may lead to regulatory enforcement actions, loss of the ability to do business in certain
jurisdictions or inquiries and investigations into our activities; all of which could result in monetary penalties, reputational
damage, lawsuits, extensive and prescriptive consent decrees or judgments. Additional software resources, increased workforce
or added expenses may be required to return us to a compliant data privacy status.
Failure to comply with laws and regulations could harm our business.
ff
We develop and sell software and consulting services and maintain support operations in various countries whose laws and
practices diffff er from one another and are subject to unexpected changes
various global governmental agencies, including agencies responsible for monitoring and enforcing employment and labor
laws, workplace safety, environmental laws, consumer protection laws, anti-bribery laws, import/export controls, securities
laws, laws related to compliance with U.S. government contracts and tax laws and regulations. In certain jurisdictions, these
regulatory requirements may be more stringent than those in the United States. Managing these geographically diverse
operations requires significant attention and resources to promote compliance.
. Furthermore, our business is subject to regulation by
Our global reach includes countries considered high-risk environments for public corruption. This exposes us to risks associated
with violations of anti-corruption laws and regulations such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.
To promote compliance, we forbid our agents, channel partners and employees from engaging in corrupt behavior and we have
a compliance program to prevent and detect violations of anti-corruption laws. There remains, however, a risk that illegal
conduct could occur thereby exposing us to the financial and reputational risks associated with a violation of anti-corruption
laws.
Non-compliance with applicable regulations or requirements could subject us to investigations, sanctions, enforcement actions,
disgorgement of profits, fines, damages, civil and criminal penalties or injunctions and may result in our inability to provide
certain products and services to existing or prospective customers. If any governmental sanctions are imposed, or if we do not
prevail in any possible civil or criminal litigation or if customers make claims against us for compensation, our business and
consolidated financial statements could be harmed. In addition, responding to any action will likely result in a signif
ff
diversion of management’s attention and resources and an increase in professional fees and costs. Enforcement actions and
sanctions could have a significant adverse effect on our bus
iness and consolidated financial statements.
icant
ff
ff
ff
ff
The effff ect
ff
s of COVID-19 on our business, employees and consolidated financial statements are uncertain.
We are continuing to conduct business during the COVID-19 pandemic with modifications to our workforce locations. Remote
ff
and hybrid access remain the primary means of work for most of our workf
orce. Remote and hybrid work arrangements may
negatively impact our corpor
ate culture, expose us to increased risk of cyber incidents given that employees do not have access
to technology as robust as in our offices, or delay work due to reduced or limited access to technologies, equipment or services.
r
ff
ff
The situation surrounding the COVID-19 pandemic remains fluid. The duration and extent of the impact from the COVID-19
pandemic depends on future developments that cannot be accurately predicted at this time, such as the development of virus
mutations and variants, timing and effectiveness of vaccination efforts in the markets where we do business, the nature and
scope of government economic recovery measures and the extent and effectiveness of containment actions. The impact of the
COVID-19 pandemic may also have the effect of heightening many other risks and uncertainties described in this "Risk
Factors" section.
A catastrophic event or infrastructure failure could result in the loss of business and adverse financial consequences.
Our personnel, source code and computer equipment is located in various regions throughout the United States and the world. A
natural disaster (including significant disruptions in weather as a result of global climate change), cyberattack, terrorist act,
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pandemic or other unforeseen catastrophe in any of these areas or a breakdown in our business infrastructure, such as an
interruption in power supply, telephone system or information technology systems, could cause disruptions to our sales,
operations, services and product development activities. As our sales are generally greater at the end of a quarter, the potential
adverse effects resulting from any of these events would be accentuated if they occurred at quarter end.
Effective business continuity, disaster recovery and crisis management plans are critical to minimizing the impact of such
unplanned or unexpected events. We also face increasing customer certification requirements with respect to such sys
ff
ruptions or meet customer certification requirements
Failure to establish plans that effff ectively mitigate the impacts of these dis
ff
could have a significant adverse effect on our business and consolidated financial statements.
tems.
ff
See "The effects of COVID-19 on our business, employees and consolidated financial statements are uncertain" portion of this
"Risk Factors" section for a descr
iption of the risk associated with the pandemic.
ff
Industry Operational Risks
y p
Our industry is highly competitive, which could result in downward pressure on our prices.
We continue to experience competition across all markets for our products and services. Some of our current and potential
competitors have greater financial, technical, marketing and other resources than we do, and some have well-established
relationships with our current and potential customers. Our current and potential competitors also include firms that have
competed, or may in the future compete, by means of open source licensing. Companies we have, or could have, strategic
alliances with could reduce or discontinue technical, software development and marketing relationships with us for competitive
purposes.
If our competitors offer deep discounts on certain products or services, or develop products that the marketplace considers more
valuable, we may lower prices or offer discounts or other favorable terms to compete successfully. Our maintenance products,
which include software license updates and product support fees, are generally priced as a percentage of new software license
fees. Our competitors may offer lower percentage pricing on product updates and support. Some competitors may bundle
software products for promotional purpos
implementations or wider geographical license usage provisions. Any of these practices could, over time, significantly constrain
the prices that we can charge for certain products.
es or as a long-term pricing strategy or provide guarantees of prices, product
ff
r
Furthermore, if we do not adapt pricing models to reflect changes in customer usage of our products or changes in customer
demand, our software license revenues could decrease. Additionally, increased distribution of applications through application
service providers, including software-as-a-service providers, may reduce the average price or margin of our products or
adversely affect other sales of our products, reducing new software license revenues or profitability.
These competitive pressures may result in decreased sales volumes, price reductions and/or increased operating costs, and could
result in lower revenues, margins and net income.
We may not be successful in developing and marketing new products to adequately address the rapidly changing
technology industry.
ff
We operate in an industry generally characterized by rapidly changing technology and frequent new product introductions. A
major factor in our future success will be our ability to anticipate technological changes and to develop and introduce, in a
timely manner, new products and new ways to deliver them to meet those changes. Our ability to grow revenue will be
dependent on our ability to respond to customer needs in the areas of, among others, next generation connectivity, autonomous
vehicles, IIoT, electrification and sustainability, and to leverage cloud computing and new computing platforms. In addition,
our future success may depend on our ability to continue to develop a systems integrator ecosystem able to handle integrations
and process and application development to address the challenge of the increasingly complex integration of our products'
diffff erent functionalities to address customers' requir
to access their data, we do not provide any warranty related to the functionality, security and integrity of the data transmission
or processing. Despite contract provisions to protect us, customers may look to us to support and provide warranties for the
third-party applications, integrations, data and content, even though not developed or sold by us, which may expose us to
potential claims, liabilities and obligations, all of which could harm our business.
ements. For those customers who authorize a third-party technology partner
ff
ff
We devote substantial resources to research and development, which could cause our operating profits to decline.
We devote substantial resources to research and development. New competitors, technological advances in the software
development industry by us or our competitors, acquisitions, entry into new markets or other competitive factors may require us
to invest significantly greater resources than anticipated. If we are required to invest significantly greater r
esources than
ff
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anticipated without a corresponding increase in revenue, operating profits could decline. In addition, our periodic research and
development expenses may be independent of our level of revenue, which could negatively impact financial results.
There can be no assurance that we will be successful in developing and marketing, on a timely basis, new products or product
enhancements or that the new products will adequately address the changing needs of the marketplace or that we will
successfully manage the transition from existing products. Software products as complex as those we offer may contain
undetected errors, defects or vulnerabilities when first introduced or as new versions are released, and the likelihood of errors,
defects or vulnerabilities is increased as a result of our commitment to the frequency of product releases.
ff
There can be no assurance that errors, defects or vulnerabilities will not be found in any new or enhanced products after the
commencement of commercial shipments. The occurrence of any defects or errors in our products could result in lost or delayed
market acceptance and sales of our products, delays in payment to us by customers, loss of customers or market share, product
returns, damage to our reputation, diversion of our resources, increased service and warranty expenses or financial concessions,
increased insurance costs and liability for damages.
Company Operational Risks
p y p
We are dependent upon our channel partners for a s
presents certain heightened compliance risks.
ff
ignificant p
ff
ercentage of our revenue and usage of channel partners
We distribute our products through a global network of independent channel partners, which accounted for 23.9%, 23.7% and
22.2% of our revenue during the years ended December 31, 2022, 2021 and 2020, respectively. Channel partners sell our
software products to new and existing customers, expand installations within the existing customer base, offer consulting
services and provide the first line of technical support. In the APAC and EMEA regions, we are highly dependent upon our
channel partners. Difficulties in ongoing relationships with channel partners, such as failure to meet perf
ff
differences in handling customer relationships, could adversely affect our performance. Additionally, the loss of any major
channel partner, including a channel partner's decision to sell competing products rather than ours, could result in reduced
revenue. Moreover, our future success will depend substantially on the ability and willingness of our channel partners to
dedicate the resources necessary to understand and promote our expanding portfolio of products and to support a larger installed
base within each of our geographic regions. If the channel partners are unable or unwilling to do so, we may be unable to
sustain revenue growth.
ormance criteria and
ff
ff
The business relationships with many of our channel partners are recently established and could result in additional compliance
burdens for us. In addition, these channel partners have a less-established payment history and revenue from these channel
partners could come with a higher rate of bad debt expense. Where channel partners operate on our behalf to collect and process
personal data of customer contacts, failure to comply with relevant data privacy laws in the handling of such personal data
could result in liability to us for any fines, civil suits or non-financial performance obligations imposed by regulatory authorities
on these partners with respect to our customer data.
Certain products require a higher level of sales and support expertise. Failure of our sales channel, particularly the independent
channel partners, to obtain this expertise and to sell the new product offerings effectively could have an adverse impact on our
sales in futur
e periods. Any of these problems may result in the loss of or delay in customer acceptance, diversion of
development resources, damage to our reputation or increased service and warranty costs, any of which could have a significant
adverse effect on our business and consolidated financial statements.
ff
We may not be able to realize the potential benefit of our acquisitions and such acquisitions could pose risks to our
business.
We acquire businesses and technology to support our long-term strategic direction.
Each acquisition that we complete may present risks, including: difficulty in integrating the management teams, strategies,
cultures and operations of the companies or businesses; failing to achieve anticipated synergies, revenue increases or cost
savings; difficulty incorporating and integrating the acquired technologies or products with our existing product lines; difficulty
with coordinating and integrating sales, distribution and marketing functions; failure to develop new products and services that
utilize the technologies and resources of the companies; disruption of our ongoing business and diversion of management's
attention to transition or integration issues; liabilities that were not identified during the acquisition process; the loss of our key
employees, customers, partners and channel partners or those of the acquired companies or businesses; and cybersecurity and
data privacy risks.
Future acquisitions may involve the expenditure of significant cash resources; the incurrence of debt, which increases our
interest expense and leverage; or the issuance of equity, which could be dilutive to stockholders and may decrease earnings per
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share. We allocate a portion of the purchase price to goodwill and intangible assets. If we do not realize all the economic
benefits of an acquisition, there could be an impairment of goodwill or intangible assets. Furthermore, impairment charges are
generally not tax-deductible and will result in an increased effective income tax rate in the period the impairment is recorded.
If we do not achieve the anticipated benefits of our acquisitions as rapidly or to the extent anticipated by our management or
financial and industry analysts, there could be a significant adverse effect on our stock price, business and consolidated
financial statements.
The ongoing digital transformation of our operational processes may not achieve the benefits identified.
ff
We are in the process of implementing new processes, tools and technology to transform our business operations to enable
future scalability. While these transformations are anticipated to streamline, automate and deliver efficiencies across multiple
commercial and operational processes within the business, there is a risk that the systems could be more difficult to implement
than anticipated and that the benefits of such systems could be substantially delayed. There is also a risk that we will have to
write off previously capitalized expenditures if the projects are not successful or if implementation decisions regarding the
project are modified. Factors that could further delay the timing of benefits realization include:
ff
•
•
•
changes in leadership and project objectives;
additional needs for technical expertise and manpower; and
longer than anticipated time horizon for employee adoption and mastery.
Any of the above could divert efforts of key operational management away from other aspects of the business, including the
maintenance of current commercial and business platforms, and result in increased consulting and software costs. These factors
could have a significant negative impact on our business and consolidated financial statements.
ff
ff
We may be subject to proceedings that could harm our business.
We are subject to various investigations, claims and legal proceedings that arise in the ordinary course of business, including
commercial disputes, labor and employment matters, tax audits and litigation, alleged infringement of intellectual property
rights and other matters. Use or distribution of our products could generate product liability, particularly with respect to new
ways of going to market, including offering our products in cloud environments, selling software as a service and licensing or
otherwise providing our products as part of a third-party developer ecosystem, regulatory infraction or similar claims by our
customers, end users, channel partners, government entities or other third parties. Sales and marketing activities that impact
processing of personal data, as well as measures taken to promote license compliance, may also result in claims by customers
and individual employees of customers. Each of these matters is subject to various uncertainties, and it is possible that an
unfavorable resolution of one or more of these matters could have a significant adverse effect on our consolidated financial
statements as well as cause reputational damage.
ff
We may suffff er reputational or financial harm if we have product standard or quality issues.
ff
We have separate quality systems and registrations under the ISO 9001:2015 standard in addition to other governmental and
industrial regulations. Our continued compliance with quality standards and favorable outcomes in periodic examinations is
important to retain current customers and vital to procure new sales. If it was determined that we were not in compliance with
various regulatory or ISO 9001 standards, our certificates of registr
ation could be suspended, requiring remedial action and a
time-consuming re-registration process. Product quality issues or failures could result in our reputation becoming diminished,
resulting in a material adverse impact on our business and consolidated financial statements.
ff
ff
Our short-term and long-term sales forecast may not be accurate, which could result in an adverse impact on our
business and consolidated financial statements.
ff
The software business is generally characterized by long sales cycles. These long sales cycles increase the difficulty of
predicting sales for any particular quarter
forecasts. Our sales personnel continually monitor the status of proposals, including the estimated closing date and the value of
the sale, in order to forecast quarterly sales. These forecasts are subject to significant estimation and are impacted by many
external factors, including global economic conditions and the performance of our customers.
. Many operational and strategic decisions are based upon short- and long-term sales
A variation in actual sales activity from that forecasted could cause us to plan or budget incorrectly and, therefore, could have a
significant adverse effect on our business and consolidated financial statements. Management also forecasts macroeconomic
trends and developments and integrates them through long-range planning into budgets, research and development strategies
and a wide variety of general management duties. Global economic conditions, and the effect those conditions and any
ff
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disruptions in global markets have on our cus
These conditions may increase the likelihood or the magnitude of variations between actual sales activity and our sales forecas
and, as a result, our performance may be hindered because of a failure to properly match corporate strategy with economic
conditions. This, in turn, could have a significant adverse effect on our business and consolidated financial statements. To the
extent our forff ecasts are incorrect and, as a result, we fail to meet analyst expectations regarding financial performance or miss
or reduce the financial guidance we give to investors, our share price may be adversely impacted.
tomers, may have a significant impact on the accuracy of our sales forecasts.
ff
ts
We may not meet our targets and strategies relating to environmental, social and governance considerations, which
could expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business.
We have established targets and strategies related to our reduction of greenhouse gas emissions. Our ability to achieve any such
targets or strategies is subject to numerous factors and conditions, many of which are outside of our control. Examples of such
factors include, but are not limited to, evolving legal, regulatory and other standards, processes and assumptions, the pace of
scientific and technological developments, increased costs, the availability of requisite financing and changes in carbon
markets. Failures or delays (whether actual or perceived) in achieving our targets or strategies related to climate change and
other environmental matters could adversely affect our business, operations and reputation, and increase risk of litigation.
ff
r
ate Responsibility Report. Responding to these environmental, social and governance
Furthermore, many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused
on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas
emissions, human capital and diversity, equity and inclusion. We make statements about our environmental, social and
governance targets and strategies through information provided on our website, press statements and other communications,
including through our Corpor
considerations and implementation of these targets and strategies involves risks and uncertainties, including those described
under "Note About Forward-Looking Statements". In addition, some stakeholders may disagree with our targets and strategies
and the focus of stakeholders may change and evolve over time. Stakeholders als
environmental, social and governance focus should be placed, including differing views of regulators in various jurisdictions in
which we operate. Any failure, or perceived failure, by us to achieve our targets, further our strategies, adhere to public
statements, comply with federal, state or international environmental, social and governance laws and regulations or meet
evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and
materially adversely affect our business, reputation, results of operations, financial condition and stock price.
o may have very different views on where
ff
Intellectual Property Risks
p
y
Our success is highly dependent upon the legal protection of our proprietary technology.
We primarily rely upon contracts, copyright, patent, trademark and trade secrets laws to protect our technology. We maintain
intellectual property programs, including applying for patents, registering trademarks and copyrights, protecting trade secrets,
entering into confidentiality agreements with our employees, customers and partners and limiting access to and distribution of
our software, documentation and other proprietary information. However, software programs are particularly prone to piracy,
which is a global phenomenon, and as a result we may lose revenue from piracy or usage and distribution of unlicensed
softwff
are. Additionally, patent, copyright, trademark and trade secret protection do not provide the same coverage in every
country in which we sell our products and services and some forms of contractual protections (including limited licenses,
"click-wrapped" licenses and online agreement) may not be adequately enforced. Policing the unauthorized distribution and use
of our products is difficult, and software piracy (including online piracy) is a persistent problem. While we continue to develop
better mechanisms to detect and report or investigate unauthorized use of our software, we are also constrained by data privacy
laws that restrict our ability to collect data about unlawful usage in some countries. We cannot assure that the steps we take to
protect our proprietary technology are adequate to prevent misappropriation of our software by third parties, or that third parties
will not copy our technology or develop similar technology independently to compete with our products. Despite our efforts to
prevent such activities, we may nonetheless lose significant revenue due to illegal use of our software or technology.
ff
ff
In the event of a misappropriation of our intellectual property, costly and time-consuming litigation may be necessary to enforce
our rights. In addition, third parties may subject us to infringement claims with respect to their intellectual property rights. Any
such litigation could be costly to defend, damage our reputation and distract our employees from their daily work. Any
successful inf
ff
technologies, products or solutions, which could be costly, disrupt product development and delay go-to-market activities. Such
disruption and delay could negatively impact our financial results.
rff ingement claims asserted against us could require us to develop technology workarounds for the impacted
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We may not be able to continue to obtain licenses to third-party software and intellectual property on reasonable terms
or at all, which may disrupt our business and harm our financial results.
We license third-party software, including third-party open source software, and other intellectual property for use in product
research and development and, in some instances, for inclusion in our products. We also license third-party software, including
the software of our competitors, to test the interoperability of our products with other industry products and in connection with
our solutions and professional services. These licenses may need to be renegotiated or renewed from time to time, or we may
need to obtain new licenses in the future. Third parties may stop adequately supporting or maintaining their technology, or they
or their technology may be acquired by our competitors who elect to terminate our contractual relationship. Furthermore, third
parties may challenge our use of open source software and compliance with the open source software license terms, or we may
inadvertently use third-party open source software in a manner that exposes us to non-compliance claims. We may,
ff
additionally, acquire companies that license third-party softwar
contractual relationship once the acquisition is announced. If we are unable to obtain licenses to such third-party software and
intellectual property on reasonable terms or at all, we may not be able to sell the affected products, our customers' usage of the
products may be interrupted or our product development processes and professional services offerings may be disrupted, which
could in turn harm our financial results, our customers' ability to utilize our software and our reputation.
e from our competitors or others who may elect to terminate the
r
Cybersecurity Risks
y
y
Cyberattacks and security vulnerabilities could lead to reduced revenue, increased costs, liability claims or harm to our
reputation.
While we undertake commercially reasonable efforts to maintain and improve the security and integrity of our products, source
code, computer systems and data with respect to the relative sensitivity of such software, systems and data, the number of
computer "hackers" developing and deploying destructive software programs that attack our products and computer systems
continues to increase. We have incurred and will continue to incur additional costs to enhance our cybersecurity efforts.
Because the tactics and tools used to obtain unauthorized access to networks or to sabotage systems are constantly evolving, we
may be unable to implement adequate preventive measures. Furthermore, employees working from r
emote work environments
could expose us to increased security risks and attacks. Such attacks could disrupt the proper functioning of our products, cause
errors in the output of our customers' work, or allow unauthorized access to and disclosure of our sensitive, proprietary or
confidential information or that of our customers and employees. In the event of a serious breach of our products or systems, or
where a breach occurs due to our failur
customers may stop buying products or may terminate current services, we could face lawsuits and potential civil liability, as
rr
well as regulatory fines and non-
negatively impacted.
ff
financial penalties for any personal data breach and our financial performance could be
e to implement reasonable and appropriate safeguards, our reputation may suffer,
ff
ff
There is also a danger of industrial espionage, cyberattacks (including state-sponsored attacks), misuse, theft of information or
assets (including source code) or damage to assets by people who have gained unauthorized access to our facilities, systems or
information. We have in the past, and may in the future, experience such attacks. This includes access to systems or information
through email phishing attacks on our employees, which has become a very prevalent technique used against companies, often
delaying detection through increasingly complex practices. The objective of these attacks is often to acquire user account
credentials in order to access other computer systems through linked accounts or where users have recycled passwords across
systems. The attack against SolarWinds in 2020, in which hackers inserted malware into a SolarWinds software update,
highlights the growing risk from the infection of software while it is under assembly, known as a supply chain attack. As a
softwff
are provider, we could become a vector for a similar style attack or could ourselves become the subject of a significant
network breach through our usage of compromised third-party software. Similarly, subversion of popular open source modules,
such as the recently exploited Log4J vulnerability represents a widespread and ongoing risk across the software development
sector.
Inadequate security practices or inadvertent acts or omissions by our employees and partners may also result in unauthorized
access to our data. Employees or third parties may also intentionally compromise our or our customers' security or systems.
Such cybersecurity breaches, misuse of data or other disruptions could lead to loss of or unauthorized disclosure of our source
code or other confidential information, unlicensed use and distribution of our products without compensation, illegal use of our
products that could jeopardize the security of customer information stored in and transmitted through our computer systems and
theft, manipulation and destruction of proprietary data, resulting in defective products, performance downtimes and possible
violation of export laws and other regulatory compliance requirements. Although we actively employ measures to combat such
activities, preventing unauthorized access to our systems and data is inherently difficult. In addition, litigation to either pursue
our legal rights or defend any claims against us could be costly and time-consuming and may divert management's attention and
adversely affect the market's perception of us and our products.
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We have experienced targeted and non-targeted cybersecurity attacks and incidents in the past that have resulted in
unauthorized persons gaining access to our information and systems, and we could in the future experience similar attacks. To
date, no cybersecurity incident or attack described herein has had a material impact on our business or consolidated financial
statements.
A number of our core processes, such as software development, sales and marketing, customer service and financial
transactions, rely on IT infrastructure and applications. We also rely on third-party service providers and products, which are
exposed to various security vulnerabilities outside of our control. Malicious software, sabotage and other cybersecurity
breaches of the types discussed above could cause an outage of our infrastructure, which could cause shor
operations or, in the event of a longer disruption, lead to a substantial denial of service to our customers and ultimately to
production downtime, recovery costs and customer claims for breach of contract, as well as reputational damage and impact to
employee morale and productivity.
rr
t-term disruption in
r
We rely on service providers for infrastructure and cloud-based products.
r
r
. We may experience interruptions, delays and outages in service and
We use a number of third-party service providers, which we do not control, for key components of our infrastructure,
particularly with respect to development and delivery of our cloud-based products. The utilization of these service providers
gives us greater flexibility in efficiently delivering a more tailored, scalable customer experience, but also exposes us to
additional risks and vulnerabilities. Third-party service providers operate their own platforms that we access, and we are,
therefore, vulnerable to their service interruptions
availability from time to time as a result of problems with our third-party service providers' infrastructure. Lack of availability
of this infrastructure could be due to a number of potential causes including technical failures, natural disasters (including
significant disruptions in weather as a result of global climate change), fraud or security attacks that we cannot predict or
prevent. Such outages could lead to the triggering of our service level agreements and the issuance of credits to our cloud-based
product customers, which may impact our business and consolidated financial statements. In addition, those of our products and
services that depend upon hosted components are vulnerable to security risks inherent in web-based technologies, including
greater risk of unauthorized access to or use of customers' protected data. Interception of data transmission, misappropriation or
modification of data, corruption of data and attacks by bad actors against our service providers may also adversely affect our
products or product and service delivery. Malicious code, viruses or vulnerabilities that are undetected by our service providers
iness operations generally and may have a disproportionate effect on those of our products that are
may disrupt our bus
developed and delivered in the cloud environment. If our security, or that of any of our third-party service providers, is
compromised, our software is unavailable or our customers are unable to use our software within a reasonable amount of time
or at all, then our business and financial statements could be adversely affected.
rr
ff
These risks, though largely outside our control, may impact customer perception of our products, service and support, and may
damage our brand. While we devote resources to maintaining the security and integrity of our products and systems, as well as
ensuring adequate due diligence for our third-party service providers, cloud security and reliability is inherently challenging. In
the event of a material breach of data hosted by our service providers or a serious security incident on behalf of, caused by or
experienced by a service provider, we may experience significant operational and technical difficulties, loss of data including
customer data, diminished competitive position or reputation and loss of customer engagement, which could result in civil
liabilities and a negative impact to financial performance. It is also possible that our customers and potential customers would
hold us accountable for any breach of security affecting a third-party service provider's infrastructure and we may incur
significant liability from those customers and from third parties with respect to any breach affecting these systems. We may not
be able to recover a material portion of our liabilities to our customers and third parties from a third-party cloud provider.
Financial Risks
Foreign exchange rate fluctuations may adversely affect our consolidated financial statements.
As a result of our significant international presence, we have revenue, expenses, cash, accounts receivable and payment
obligations denominated in foreign currencies, most notably the Euro and Japanese Yen. Our operating results are adversely
affected when the U.S. Dollar strengthens relative to foreign currencies and are positively affected when the U.S. Dollar
weakens relative to foreign currencies. Additionally, when the U.S. Dollar strengthens relative to other currencies, certain
channel partners who pay us in U.S. Dollars may have trouble paying on time or may have trouble distributing our products due
to the impact of the currency exchange fluctuation on their cash flows. This may impact our ability to distribute our products
into certain regions and markets.
We seek to reduce our currency exchange transaction risks primarily through our normal operating and treasury activities,
including derivative instruments, but there can be no assurance that these activities will be successful in reducing these risks. In
addition, we incur transaction fees in the usage of such derivative instruments. Changes in currency exchange rates may
adversely affff ect or cr
eate considerable volatility in our consolidated financial statements.
ff
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Changes to tax laws, variable tax estimates and tax authority audits could impact our financial results and operations.
Our operations are subject to income and transaction taxes in the United States and in multiple foreign jurisdictions. A change
in the tax law in the jurisdictions in which we do business, including an increase in tax rates, an adverse change in the treatment
of an item of income or expense or a decrease in tax rates in a jurisdiction in which we have significant deferred tax assets,
could result in a material increase in tax expense. Furthermore, we have recorded significant deferred tax liabilities related to
acquired intangible assets that are not deductible for tax purposes. These deferred tax liabilities are bas
ed on future statutory tax
rates in the locations in which the intangible assets are recorded. Any future changes in statutory tax rates would be recorded as
an adjustment to the deferred tax liabilities in the period the change is announced and could have a material impact on our
effff ective tax rate during that period. Additionally, changes in tax laws could impact operating cash flow due to changes in
timing of payments required as well as the overall rate we are required to pay.
ff
ff
The Organization for Economic Co-operation and Development ("OECD") has suggested fundamental changes in allocation of
profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax
(namely the "Pillar One" and "Pillar Two" proposals). Many countries are in the process of implementing laws based on Pillar
Two proposals, which may adversely impact our provision for income taxes, net income and cash flows. These proposals also
entail significant compliance obligations and if we are unable to successfully transition our business systems
internal controls, it could impact our ability to meet financial and tax reporting deadlines.
, processes and
ff
We also make significant estimates in determining our worldwide income tax provision. These estimates involve complex tax
regulations in many jurisdictions and are subject to many transactions and calculations in which the ultimate tax outcome is
uncertain. The outcome of tax matters could be different than the estimates reflected in the historical income tax provision and
related accruals. Such differences could have a material impact on income tax expense and net income in the periods in which
such determinations are made.
The amount of income tax we pay is subject to ongoing audits by federal, state and foreign tax authorities. These audits can
result in additional assessments, including interest and penalties. Our estimates for liabilities associated with uncertain tax
positions are highly judgmental and actual future outcomes may result in favorable or unfavorable adjustments to our estimated
tax liabilities, including estimates for uncertain tax positions, in the period the assessments are made or resolved, audits are
closed or when statutes of limitation on potential assessments expire. As a result, our effective tax rate may fluctuate
significantly on a quar
terly or annual basis.
ff
Our indebtedness could adversely affect our business, financial condition and results of operations.
We have outstanding borrowings of $755.0 million under a term loan facility, which matures on June 30, 2027. We also have
access to a $500.0 million revolving loan facility, which includes a $50.0 million sublimit for the issuance of letters of credit.
The credit agreement governing these loans contains customary representations and warranties, affirmative and negative
covenants and events of default. The credit agreement also contains a financial covenant requiring us to maintain a consolidated
net leverage ratio not in excess of 3.50 to 1.00 as of the end of any fiscal quarter (for the four-quarter period ending on such
date) with an opportunity for a temporary increase in such consolidated net leverage ratio to 4.00 to 1.00 upon the
consummation of certain qualified acquisitions for which the aggregate consideration is at least $250.0 million.
Notwithstanding the limits contained in the credit agreement governing our term loan facility and revolving loan facility, we
may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, share
repurchases, investments or acquisitions or for other purposes. If we do so, the risks related to our level of debt could intensify.
Specifically, our level of debt could:
• make it more difficult for us to satisfy our debt obligations and other ongoing business obligations, which may result in
defaults;
•
•
•
•
result in an event of default if we fail to comply with the financial and other covenants contained in the agreement
governing our debt, which could result in all of our debt becoming immediately due and payable or require us to
negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses;
limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or
other general corporate requirements;
reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general
corporate purpos
es;
r
increase our vulnerability to the impact of adverse economic and industry conditions;
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•
•
•
•
•
expose us to the risk of increased interest rates as our borrowings are at variable rates of interest, which can adversely
impact our operating cash flow;
limit our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the
industries in which we operate and the overall economy;
place us at a competitive disadvantage compared to other, less leveraged competitors;
increase our cost of borrowing; and
increase our effective tax rate as interest expense could become non-deductible.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and
our ability to meet our payment obligations under our debt agreement.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Our executive offices and those related to certain domestic product development, marketing, production and administration are
ff
located in a LEED certified, 186,000 square foot office facility in Canonsburg, Pennsylvania. The lease for this facility began
on October 1, 2014 and expires on December 31, 2029, excluding any renewal or termination options.
ff
We also lease office s
Management believes that our facilities generally allow for sufficient space to support present and future foreseeable needs,
including such expansion and growth as the business may require.
pace in various locations throughout the world. We own substantially all equipment used in our facilities.
ff
Our properties and equipment are in good operating condition and are adequate for our current needs. We do not anticipate
difficulty in renewing existing leases as they expire or in finding alternative facilities.
ITEM 3.
LEGAL PROCEEDINGS
rr
rff action or claims by our customers, end users, channel partners, government entities or third parties. Sales and
We are subject to various claims, investigations and legal and regulatory proceedings that arise in the ordinary course of
business, including, but not limited to, commercial disputes, labor and employment matters, tax audits, alleged infringement of
third parties' intellectual property rights and other matters. Use or distribution of our products could generate product liability,
regulatory inf
marketing activities that impact processing of personal data, as well as measures taken to promote license compliance against
pirated or unauthorized usage of our commercial products, may also result in claims by customers and individual employees of
customers or by non-customers using pirated versions of our products. Each of these matters is subject to various uncertainties,
and it is possible that an unfavorable resolution of one or more of these matters could have a significant adverse effect on our
consolidated financial statements as well as caus
expected to have a material adverse effff ect on our financial position, results of operations or cash flows.
e reputational damage. In our opinion, the resolution of pending matters is not
ff
ff
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the Nasdaq Global Select Market tier of the Nasdaq Stock Market under the symbol: "ANSS".
On February 8, 2023, there were 234 stockholders of record of our common stock.
We have not historically paid cash dividends on our common stock as we have retained earnings primarily for acquisitions, for
future business opportunities, to make payments on outstanding debt balances and to repurchase stock when authorized by the
Board of Directors and when such repurchase meets our objectives. We review our policy with respect to the payment of
dividends from time to time; however, there can be no assurance that any dividends will be paid in the future.
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Table of Contents
Performff
ance Graph
Set forth below is a line graph comparing the yearly percentage change in the cumulative total stockholder return of our
common stock, based on the market price per share of our common stock, with the total return of companies included within the
Nasdaq Composite Stock Market Index, the Nasdaq 100 Stock Market Index, the S&P 500 Stock Index and an industry peer
group of seven companies (Autodesk, Inc., PTC Inc., Cadence Design Systems, Inc., Synopsys, Inc., Altair Engineering Inc.,
Aspen Technology, Inc. and Dassault Systemes SE) for the period commencing December 31, 2017 and ending December 31,
2022. The calculation of total cumulative returns assumes a $100 investment in our common stock, the Nasdaq Composite
Stock Market Index, the Nasdaq 100 Stock Market Index, the S&P 500 Stock Index and the peer group on December 31, 2017,
and the reinvestment of all dividends, and accounts for all stock splits. The historical information set forth below is not
necessarily indicative of future performance.
ASSUMES $100 INVESTED ON DECEMBER 31, 2017
ASSUMES DIVIDENDS REINVESTED
FIVE FISCAL YEARS ENDED DECEMBER 31, 2022
ANSYS, Inc.
Nasdaq Composite
Nasdaq 100
S&P 500 Stock Index
Peer Group
2017
$100
$100
$100
$100
$100
2018
$97
$97
$100
$96
$114
As of December 31,
2020
2019
$174
$133
$140
$126
$162
$246
$192
$208
$149
$254
2021
$272
$235
$265
$192
$315
2022
$164
$159
$179
$157
$240
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Unregistered Sale of Equity Securities and Use of Proceeds
None.
Issuer Purchases of Equity Securities
riod
October 1 - October 31, 2022
November 1 - November 30, 2022
December 1 - December 31, 2022
Total
Total Number of
Shares Purchased
Average Price Paid
per Share
— $
$
— $
$
225,437
225,437
—
221.79
—
221.79
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares that May
Yet Be Purchased
Under Plans or
Programs(1)
—
225,437
—
225,437
1,959,495
1,734,058
1,734,058
1,734,058
(1) We initially announced our stock repurchase program in February 2000 and subsequently announced various amendments to
the program. On February 21, 2018, we announced that our Board of Directors had authorized the replenishment of our stock
repurchase program to an aggregate total of 5.0 million shares. There is no expiration date for the stock repurchase program.
ITEM 6.
[RESERVED]
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERARR TIONS
ff
The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes
thereto. This section generally discusses our results of operations for the year ended December 31, 2022 compared to the year
ended December 31, 2021. For discussion and analysis of our results for the year ended December 31, 2021 compared to the
year ended December 31, 2020, refer to "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Part II, Item 7 of our 2021 Form 10-K, filed with the SEC on February 23, 2022.
Business
rr
Ansys, a corporation formed in 1994, develops and globally markets engineering simulation software and services widely used
by engineers, designers, researchers and students across a broad spectrum of industries and academia, including high-tech,
aerospace and defense, automotive, energy, industrial equipment, materials and chemicals, consumer products, healthcare and
construction. Headquartered south of Pittsburgh, Pennsylvania, we employed 5,600 people as of December 31, 2022. We focus
on the development of open and flexible solutions that enable users to analyze designs on-premises and/or via the cloud,
ff
providing a common platform for fast, efficient and cost-conscious product development, from design concept to f
testing, validation and deployment. We distribute our suite of simulation technologies through direct sales offices in strategic,
global locations and a global network of independent resellers and distributors (collectively, channel partners). It is our
intention to continue to maintain this hybrid sales and distribution model. We operate and report as one segment.
inal-stage
ff
Our strategy of Pervasive Insights seeks to deepen the use of simulation in our core market, to inject simulation throughout the
product lifecycle and extend the accessibility to a broader set of users and use cases. Our business has three vectors of growth:
• More products. Our broad and deep multiphysics portfolio enables us to grow with customers as they use simulation to
solve more complex problems across a broad set of industries.
• More users. Investments in simulation education and user experience simplification has made simulation more
ff
accessible to a broader user base.
• More computations. Larger and more complex simulations drive more computation, requiring customers to use more
Ansys licenses to complete their simulations.
Through decades of investments in the academic community and enhanced user experiences, our solutions have become
accessible and relevant beyond our core "engineering" end user, to reach more users upstream and downstream from our core,
which is the product validation process. Our multiphysics solutions enable our customers to address increasingly complex R&D
challenges from the component through the system and mission level of analysis. Our products seamlessly enable access to high
performance compute capacity to run simulations, on-premises or in the cloud, which means our customers' R&D teams are
unencumbered by compute capacity limitations that can hinder R&D cycle times.
The engineering software simulation market is strong and growing. The market growth is driven by customers' need for rapid,
quality innovation in a cost-effff icient manner, enabling faster time to market for new products and lower warranty costs.
Increasing product complexity is driving sustained demand for simulations. Key industry trends fueling customers' increasing
needs for simulation include:
ff
•
•
•
•
•
Electrification;
Autonomy;
Connectivity;
IIoT; and
Sustainability, including minimizing waste and physical prototyping, and improving circularity and development time.
We have been investing and intend to continue to invest in our portfolio to broaden the range of physics and enable customers
to analyze the interactions among physics at the component, system and mission level. Our strategy is aligned with the near-
term market growth opportunities and is laying the foundation for a future where simulation can be further democratized to
broader classes of end-users and end-use cases.
To augment our organic development roadmaps, we intend to continue our strategic and disciplined acquisition strategy to grow
our business. Our strategy is to partner with industry leaders to extend simulation into other ecosystems and customer R&D
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workflows. Our business is built on a culture of high ethical standards and commitment to diversity, equity, inclusion and
belonging.
We license our technology to businesses in a diverse set of industries, educational institutions and governmental agencies. We
believe that the features, functionality and integrated multiphysics capabilities of our software products are as str
have ever been. The software business is generally characterized by long sales cycles which increase the difficulty of predicting
sales for any particular quarter. We make many operational and strategic decisions based upon short- and long-term sales
forecasts that are impacted not only by these long sales cycles, but also by current global economic conditions. As a result, we
believe that our overall perforff mance is best measured by fiscal year results rather than by quarterly results. Please see the sub-
section entitled "Company Operational Risks" under Part I, Item 1A. of this Annual Report on Form 10-K for additional
.
discussion of the potential impact of our sales forecasts on our financial condition, cash flows and operating results
ong as they
ff
ff
ff
We address the competition and price pressure that we face in the short- and long-term by focusing on expanding the breadth,
depth, ease of use and quality of the technologies, features, functionality and integrated multiphysics capabilities of our
software products as compared to our competitor
s; investing in research and development to develop new and innovative
products and increasing the capabilities of our existing products; maintaining a diverse industry footprint and focusing on
customer needs, training, consulting and support; and enhancing our distribution channels. We also evaluate and execute
strategic acquisitions to supplement our global engineering talent, product offerings and distribution channels.
Overview
Overall GAAP and Non-GAAP Results
GG
This section includes a discussion of GAAP and Non-GAAP results. For reconciliations of Non-GAAP results to GAAP results,
see the section titled "Non-GAAP Results" herein.
The non-GAAP results exclude the income statement effects of the acquisition accounting adjustments to deferred revenue from
business combinations closed prior to 2022, stock-based compensation, excess payroll taxes related to stock-based
compensation, amortization of acquired intangible assets, expenses related to business combinations and adjustments for the
income tax effect of the excluded items.
Our GAAP and non-GAAP results for the year ended December 31, 2022 as compared to the year ended December 31, 2021
reflected the following variances:
Revenue
Operating income
Diluted earnings per share
Year Ended December 31, 2022
GAAP
Non-GAAP
8.3 %
15.5 %
16.1 %
7.3 %
8.8 %
8.4 %
Our results reflect an increase in revenue during the year ended December 31, 2022 due to growth in maintenance, subscription
lease license and service revenue, partially offset by a reduction in perpetual license revenue. We also experienced increased
operating expenses during the year ended December 31, 2022, primarily due to increased personnel costs. The actual U.S.
Dollar reported results were significantly impacted by a stronger U.S. Dollar.
This section also includes a discussion of constant currency results, which we use for financial and operational decision-making
and as a means to evaluate period-to-period comparisons by excluding the effects of foreign currency fluctuations on the
reported results. Constant currency is a non-GAAP measure. All constant currency results presented in this Item 7 exclude the
effects of foreign currency fluctuations on the reported results. To present this information, the 2022 results for entities whose
functional currency is a currency other than the U.S. Dollar were converted to U.S. Dollars at rates that were in effect for the
2021 comparable period, rather than the actual exchange rates in effect for 2022. Constant currency growth rates are calculated
by adjusting the 2022 reported amounts by the 2022 currency fluctuation impacts and comparing to the 2021 comparable period
reported amounts.
ff
32
Table of Contents
m
ImII pact of Foreign Cur
rency
Our comparative financial results were impacted by fluctuations in the U.S. Dollar during the year ended December 31, 2022 as
compared to the year ended December 31, 2021. The impacts on our GAAP and non-GAAP revenue and operating income as a
result of the fluctuations of the U
reflected in the table below. Amounts in brackets indicate an adverse impact from currency fluctuations.
.S. Dollar when measured against our foreign currencies based on 2021 exchange rates are
ff
ff
(in thousands)
Revenue
Operating income
In constant currency, our variances were as follows:
Revenue
Operating income
Other Key Business MetricMM
Year Ended December 31, 2022
GAAP
Non-GAAP
$
$
(112,742) $
(112,980)
(63,748) $
(66,583)
Year Ended December 31, 2022
GAAP
Non-GAAP
14.2 %
27.9 %
13.2 %
17.1 %
Annual Contract Value (ACV) is a key performance metric and is useful to investors in assessing the strength and trajectory of
our business. ACV is a supplemental metric to help evaluate the annual performance of the business. Over the life of the
contract, ACV equals the total value realized from a customer. ACV is not impacted by the timing of license revenue
recognition. ACV is used by management in financial and operational decision-making and in setting sales targets used for
compensation. ACV is not a replacement for, and should be viewed independently of, GAAP revenue and deferred revenue as
ACV is a performance metric and is not intended to be combined with any of these items. There is no GAAP measure
comparable to ACV. ACV is composed of the following:
•
•
•
•
the annualized value of maintenance and subscription lease contracts with start dates or anniversary dates during the
period, plus
the value of perpetual license contracts with start dates during the period, plus
the annualized value of fixed-term services contracts with start dates or anniversary dates during the period, plus
the value of work performed during the period on fixed-deliverable services contracts.
When we refer to the anniversary dates in the definition of ACV above, we are referencing the date of the beginning of the next
twelve-month period in a contractually committed multi-year contract. If a contract is three years in duration, with a start date
of July 1, 2022, the anniversary dates would be July 1, 2023 and July 1, 2024. We label these anniversary dates as they are
contractually committed. While this contract would be up for renewal on July 1, 2025, our ACV performance metric does not
assume any contract renewals.
For purpos
Example 1:
es of calculating ACV, a $100,000 subscription lease contract or a $100,000 maintenance contract with a
p
term of July 1, 2022 – June 30, 2023, would each contribute $100,000 to ACV for fiscal year 2022 with no contribution to ACV
ff
for fiscal year 2023.
r
r
For purpos
es of calculating ACV, a $300,000 subscription lease contract or a $300,000 maintenance contract with a
p
Example 2:
term of July 1, 2022 – June 30, 2025, would each contribute $100,000 to ACV in each of fiscal years 2022, 2023 and 2024.
There would be no contribution to ACV for fiscal year 2025 as each period captures the full annual value upon the anniversary
date.
Example 3:
p
ACV in fiscal year 2022.
rr
A perpetual license valued at $200,000 with a contract s
tart date of March 1, 2022 would contribute $200,000 to
33
Table of Contents
Our ACV was as follows:
ff
Year Ended December 31,
(in thousands, except percentages)
2022
Actual
Constant
Currency
Amount
2021
Actual
Change
Actual
Constant
Currency
Amount
%
Amount
%
ACV
Recurring ACV
$2,031,744 $2,133,022 $1,870,720 $ 161,024
$1,653,230 $1,738,332 $1,510,455 $ 142,775
8.6
9.5
$ 262,302
$ 227,877
14.0
15.1
Recurring ACV includes both subsu cription lease license and maintenance ACV and excludes perpetual license and service
ACV.
r
II
Indus
r
try Com
mentary
ff
For 2022, ACV growth was broad based across all industries. Our core industries of high-tech, aerospace and defense (A&D)
and automotive experienced strong growth as demand from our customers for more simulation pr
computations continued to drive the need to accelerate innovation and overcome engineering challenges stemming from
increasingly complex products. In high-tech, customers continued to push the boundaries of electronics and semiconductor
performance. The breadth, depth and accuracy of our portfolio remained a key factor in winning new accounts and growing
existing accounts. Digital transformation remains a key initiative in the A&D industry. The integration of our core solvers into
our digital mission engineering solutions, as well as our model-based system engineering tool, allowed us to further entrench
ourselves within key customers. The automotive industry's initiatives around electrification, connectivity and driver-assist
technology continued to support investments in our solutions. The industrial equipment and energy industries also had strong
formation initiatives. Additionally, the
performance as companies use our solutions for their sustainability and digital trans
healthcare industry had strong growth as we continued to see companies mature digital engineering efforts as they expand
engineering staff and Digital Twin/Digital Engineering initiatives in areas such as surgery and implantable devices.
oducts, users and
ff
Geographic Trends
The following table presents our GAAP and non-GAAP geographic revenue variances using actual and constant currency rates
during the year ended December 31, 2022 as compared to the year ended December 31, 2021:
Americas
EMEA
Asia-Pacificff
Total
Year Ended December 31, 2022
GAAP
Non-GAAP
Actual
Constant Currency
Actual
Constant Currency
7.4 %
5.8 %
12.8 %
8.3 %
7.6 %
16.1 %
24.6 %
14.2 %
5.5 %
5.6 %
12.5 %
7.3 %
5.7 %
15.9 %
24.3 %
13.2 %
Revenue results from region to region can fluctuate due to the timing, duration and size of multi-year lease subscriptions
contracts in any particular period and are not necessarily indicative of the underlying operational performance. To drive growth,
we continue to focus on a number of sales improvement activities across the geographic regions, including sales hiring, pipeline
building, productivity initiatives and customer engagement activities.
During the year ended December 31, 2022, trade restrictions limited our ability to deliver products and services to customers in
Russia and Belarus and certain entities in China. For context, the combined 2021 revenue for all customers in Russia and
Belarus was $15.1 million, less than 1% of our total 2021 revenue.
On October 7, 2022, the U.S. Department of Commerce, Bureau of Industry and Security announced new restrictions targeting
the sales of semiconductor products into China. We expect the impact of those restrictions to be immaterial on our business. As
a reference, our semiconductor business in China over the last twelve months represented less than 1% of our consolidated
revenue and China's total contribution to revenue for the same period was 4.7%.
Additional restrictions or a further deterioration in the global trade environment could have a material adverse impact on our
business, results of operations or financial condition. Refer to additional details in Part I, Item 1A. herein, for a discussion of
additional business risks, including those associated with the conflict between Russia and Ukraine.
34
Table of Contents
Acquisitions
We make targeted acquisitions in order to support our long-term strategic direction, accelerate innovation, provide increased
capabilities to our existing products, supply new products and services, expand our customer base and enhance our distribution
channels.
During the year ended December 31, 2022, we completed several strategic acquisitions to expand our solution offerings and
enhance our customers' experience. The effects of the acquisitions were not material to our consolidated results of operations
individually or in the aggregate. The combined purchase price of the acquisitions completed during the year ended December
31, 2022 was approximately $401.8 million, or $391.6 million net of cash acquired.
During the year ended December 31, 2021, we closed various acquisitions, including the acquisition of Zemax, which we
completed on October 1, 2021 for a purchase pr
Zemax. Zemax, a leader in high-performance optical imaging system simulation, expands the scope of our optical and
photonics simulation portfolio by giving users comprehensive solutions to drive innovation in healthcare, autonomy, consumer
electronics and the IIoT.
ice of $411.5 million, paid in cash, or $399.1 million net of cash acquired from
ff
For further information on our business combinations during the years ended December 31, 2022 and 2021, see Note 4 to the
consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.
35
Table of Contents
Results of Operations
The results of operations discussed below are on a GAAP basis unless otherwise stated.
r
es of the following discussion and analysis, the table below sets forth certain consolidated financial data for the years
For purpos
2022 and 2021. The operating results of our acquisitions have been included in the results of operations since their respective
acquisition dates.
ands)
(in thous
tt
Revenue:
are licenses
Softwff
Maintenance and service
Total revenue
are licenses
Cost of sales:
Softwff
Amortization
Maintenance and service
Total cost of sales
Gross profit
Operating expenses:
Selling, general and administrative
Research and development
Amortization
Total operating expenses
Operating income
Interest income
Interest expense
Other (expense) income, net
Income before income tax provision
Income tax provision
Net income
Year Ended December 31,
2022
2021
$
$
988,978
1,076,575
2,065,553
33,081
69,372
148,188
250,641
1,814,912
772,871
433,661
15,722
1,222,254
592,658
5,717
(22,726)
(334)
575,315
51,605
523,710
$
$
945,797
960,918
1,906,715
38,156
60,762
159,066
257,984
1,648,731
715,377
404,870
15,213
1,135,460
513,271
2,078
(12,405)
12,410
515,354
60,727
454,627
36
Table of Contents
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Revenue:
Year Ended December 31,
tt
(i(( n t
ii housands, except percentages)
2022
GAAP
Constant
Currency
Amount
2021
GAAP
Change
GAAP
Constant Currency
Amount
%
Amount
%
Revenue:
Subscription lease licenses
$ 687,665 $ 727,946 $ 617,643 $
70,022
11.3 $
110,303
Perpetual licenses
Softwff
are licenses
Maintenance
Service
301,313
314,691
988,978
1,042,637
1,004,245
1,060,335
72,330
75,323
328,154
945,797
896,037
64,881
43,181
108,208
7,449
Maintenance and service
1,076,575
1,135,658
960,918
115,657
4.6
12.1
11.5
12.0
96,840
164,298
10,442
174,740
(26,841)
(8.2)
(13,463)
Total revenue
$2,065,553 $2,178,295 $1,906,715 $
158,838
8.3 $
271,580
17.9
(4.1)
10.2
18.3
16.1
18.2
14.2
Revenue for the year ended December 31, 2022 increased 8.3% compared to the year ended December 31, 2021, or 14.2% in
constant currency. Maintenance revenue growth of 12.1%, or 18.3% in constant currency, is correlated with the license sales
discussed later in this paragraph and is driven substantially by our existing customer base. The reported $108.2 million growth
in maintenance revenue was attributable to a $98.1 million increase in maintenance associated with lease licenses and a
$10.1 million increase in maintenance associated with perpetual sales. Subscription lease license revenue increased 11.3%, or
17.9% in constant currency, as compared to the year ended December 31, 2021, with substantially all of the increase
attributable to additional sales to our existing customers. The reported $70.0 million increase in lease license revenue was
attributable to a $53.5 million increase in value from multi-year licenses and a $16.5 million increase in value from annual
licenses. Perpetual license revenue, which is derived from new sales during the year ended D
ecember 31, 2022, decreased
8.2%, or 4.1% in constant currency, as compared to the year ended December 31, 2021. Driving the decrease in perpetual
license revenue was a 9.2% decrease in volume of deals, partially offset by a 5.7% incr
ease in average deal size.
ff
ff
With respect to revenue, on average for the year ended December 31, 2022, the U.S. Dollar was 11.4% stronger, when
measured against our foreign currencies, than for the year ended December 31, 2021. The table below presents the net impacts
of currency fluctuations on revenue for the year ended December 31, 2022. Amounts in brackets indicate a net adverse impact
from currency fluctuations.
tt
(i(( n t
ii housands)
Euro
Japanese Yen
South Korean Won
British Pound
Taiwan Dollar
Indian Rupee
Canadian Dollar
Israeli New Shekel
Other
Total
37
Year Ended
December 31, 2022
$
(47,963)
(35,027)
(17,473)
(5,811)
(2,719)
(2,296)
(699)
(577)
(177)
$
(112,742)
Table of Contents
As a percentage of revenue, our international and domestic revenues, and our direct and indirect revenues, were as follows:
International
Domestic
Direct
Indirect
Year Ended December 31,
2022
2021
54.9 %
45.1 %
76.1 %
23.9 %
54.5 %
45.5 %
76.3 %
23.7 %
In valuing deferred revenue on the balance sheets of our acquisitions that closed prior to 2022 as of their respective acquisition
dates, we applied the fair value provisions applicable to the accounting for business combinations, resulting in a reduction of
deferred revenue as compared to the historical carrying amount. As a result, our post-acquisition revenue will be less than the
sum of what would have otherwise been reported by us and each acquiree absent the acquisitions. The impacts on reported
revenue were $7.3 million and $24.8 million for the years ended December 31, 2022 and 2021, respectively.
p
Cost of Sales and Operating Expenses:
O
g
p
f
ff
The tables below reflect our operating res
discussions that follow each table are provided in constant currency and are inclusive of costs related to our acquisitions. The
impact of forff eign exchange translation is discussed separately, where material.
ults on both a GAAP and constant currency basis. Amounts included in the
Year Ended December 31,
2022
GAAP
Constant Currency
2021
GAAP
Change
GAAP
Constant Currency
Amount
% of
Revenue
Amount
% of
Revenue
Amount
% of
Revenue
Amount
%
Amount
%
(i(( n thousands, except
ii
percentages)
Cost of sales:
e
Softwar
ff
licenses
Amortization
Maintenance
and service
$
33,081
69,372
148,188
1.6
3.4
7.2
70,800
155,506
3.3
7.1
$
33,410
1.5 $
38,156
60,762
2.0
3.2
$ (5,075)
(13.3) $ (4,746)
(12.4)
8,610
14.2
10,038
16.5
159,066
8.3
(10,878)
(6.8)
(3,560)
(2.2)
Total cost of
sales
Gross profit
Software Licenses:
f
million.
250,641
$1,814,912
12.1
87.9
259,716
11.9
257,984
$1,918,579
88.1 $1,648,731
13.5
86.5
(7,343)
(2.8)
1,732
0.7
$166,181
10.1 $269,848
16.4
The decrease in the cost of software licenses was primarily due to decreased third-party royalties of $4.7
Amortization: The increase in amortization expense was primarily due to the amortization of newly acquired intangible assets.
Maintenance and Service: The net decrease in maintenance and service costs was primarily due to the following:
•
•
•
•
•
Decreased costs related to foreign exchange translation of $7.3 million due to a stronger U.S. Dollar.
Decreased salaries, incentive compensation and other headcount-related costs of $3.0 million.
Decreased stock-based compensation of $2.3 million.
Increased consulting and professional fees of $1.8 million.
Increased third-party technical support of $1.4 million.
The improvement in gross profit was a result of the increase in revenue.
38
Table of Contents
(i(( n thousands, except
ii
percentages)
Operating
expenses:
Year Ended December 31,
2022
GAAP
Constant Currency
2021
GAAP
Change
GAAP
Constant Currency
Amount
% of
Revenue
Amount
% of
Revenue
Amount
% of
Revenue
Amount
%
Amount
%
Selling,
general and
administrative $ 772,871
Research and
development
Amortization
433,661
15,722
37.4
800,318
36.7 $ 715,377
37.5
$ 57,494
8.0 $ 84,941
11.9
21.0
0.8
445,275
16,580
20.4
0.8
404,870
15,213
21.2
0.8
28,791
509
7.1
3.3
40,405
1,367
10.0
9.0
Total operating
expenses
1,222,254
59.2
1,262,173
57.9
1,135,460
59.6
86,794
7.6
126,713
11.2
Operating income $ 592,658
28.7
$ 656,406
30.1 $ 513,271
26.9
$ 79,387
15.5 $143,135
27.9
g,
Selling, General and Administrative:
following:
The net increase in selling, general and administrative costs was primarily due to the
•
•
•
•
•
•
•
Increased salaries, incentive compensation and other headcount-related costs of $44.6 million.
Increased business travel of $11.7 million as in-person meetings and live attendance at trade events have continued to
expand.
Increased bad debt expense of $5.2 million due to the write-off of receivables due from Russian customers as a result
of sanctions imposed related to Russia's invasion of Ukraine and increased risk associated with receivables from
specific customers in China.
ff
Increased marketing expenses of $5.1 million.
Increased IT maintenance and software hosting costs of $4.6 million.
Increased third-party commissions of $4.5 million.
Decreased costs related to foreign exchange translation of $27.4 million due to a stronger U.S. Dollar.
We anticipate that we will continue to make targeted investments in our global sales and marketing organizations and our global
business infrastructure to enhance and support our revenue-generating activities.
Research and Development:
p
The net increase in research and development costs was primarily due to the following:
•
•
•
•
•
Increased salaries and incentive compensation of $25.3 million.
Increased IT maintenance and software hosting costs of $3.6 million.
Increased business travel of $3.6 million as in-person meetings and live attendance at trade events have continued to
expand.
Increased stock-based compensation of $2.8 million.
Decreased costs related to foreign exchange translation of $11.6 million due to a stronger U.S. Dollar.
We have traditionally invested significant resources in research and development activities and intend to continue to make
investments in expanding the ease of use and capabilities of our broad portfolio of simulation software products.
Overall, the impacts from currency fluctuations resulted in decreased operating income of $63.7 million for the year ended
December 31, 2022 as compared to the year ended December 31, 2021.
Interest Income: Interest income for the year ended December 31, 2022 was $5.7 million as compared to $2.1 million for the
year ended December 31, 2021. The higher interest rate environment and the related increase in the average rate of return on
invested cash balances was partially offset by a lower invested cash balance as a result of investments in acquisitions and share
repurchases.
39
Table of Contents
p
est Expense:
Inter
II
the year ended December 31, 2021 due to a higher interest rate environment.
Interest expense for the year ended December 31, 2022 was $22.7 million as compared to $12.4 million for
(
Other (Expens
(
((
p
,,
e) Income
, net:
)
II
Our other (expense) income consisted of the following:
ands)
(in thous
tt
Investment (loss) gain, net
Foreign currency gain (loss), net
Other
Total other (expense) income, net
Year Ended December 31,
2022
2021
$
$
(1,628) $
1,568
(274)
(334) $
14,778
(1,833)
(535)
12,410
IncomII
e Tax Pr
TT
ovision: Our income before income tax provision, income tax provision and effective tax rate were as follows:
ff
(i(( n t
tt
ii housands, except percentages)
Income beforff e income tax provision
Income tax provision
Effff ective tax rate
ff
Year Ended December 31,
2022
$
$
575,315
51,605
2021
515,354
60,727
$
$
9.0 %
11.8 %
The decrease in the effective tax rate from the prior year was primarily due to a benefit of $22.8 million related to U.S. tax
benefits on foreign earnings due to entity structuring activities, an $11.8 million increase in the benefit related to foreign-
derived intangible income (FDII) and $8.7 million of tax benefits related to Extraterritorial Income Exclusions from prior
periods. These benefits were partially offset by decreased deductions of $18.8 million related to stock-based compensation.
r
When compared to the federal and state combined statutory rate for each respective period, the effective tax rates for the years
ended December 31, 2022 and 2021 were favorably impacted by tax benefits from stock-based compensation, the FDII
deduction and research and development credits, partially offset by the impact of non-deductible compensation.
Net Income: Our net income, diluted earnings per share and weighted average shares used in computing diluted earnings per
share were as follows:
(i(( n t
tt
ii housands, except per share data)
Net income
Diluted earnings per share
Weighted average shares outstanding - diluted
Year Ended December 31,
2022
2021
$
$
$
$
523,710
5.99
87,490
454,627
5.16
88,102
40
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Non-GAAP Results
We provide non-GAAP revenue, non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-
GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share as supplemental measures to
GAAP regarding our operational performance. These financial measures exclude the impact of certain items and, therefore,
have not been calculated in accordance with GAAP. A detailed explanation and a reconciliation of each non-GAAP financial
measure to its most comparable GAAP financial measure are included below.
ANSYS, INC. AND SUBSIDIARIES
Reconciliations of GAAP to Non-GAAP Measures
(Unaudited)
Year Ended December 31, 2022
(in thous
tt
share data)tt
ands, except percentages and per
Revenue
Gross Profit
%
Operating
Income
%
Net Income
EPS -
Diluted1
Total GAAP
$ 2,065,553 $ 1,814,912 87.9 % $
592,658 28.7 % $
523,710 $
5.99
0.08
1.92
0.07
0.97
0.12
5.16
0.28
1.89
0.15
0.86
0.07
—
—
—
—
—
—
—
—
—
—
Acquisition accounting for deferred
revenue
Stock-based compensation expense
Excess payroll taxes related to stock-
based awards
Amortization of intangible assets fromff
acquisitions
Transaction expenses related to
business combinations
Adjustment for income tax effect
7,333
7,333 — %
7,333
0.2 %
7,333
10,073
0.5 %
168,128
8.2 %
168,128
510 — %
6,118
0.3 %
6,118
69,372
3.4 %
85,094
4.1 %
85,094
— — %
10,335
0.5 %
10,335
— — %
— — %
(101,813)
(1.16)
Total non-GAAP
1 Diluted weighted average shares were 87,490.
$ 2,072,886 $ 1,902,200 91.8 % $
869,666 42.0 % $
698,905 $
7.99
(in thous
tt
share data)tt
ands, except percentages and per
Revenue
Gross Profit
%
Operating
Income
%
Net Income
EPS -
Diluted1
Year Ended December 31, 2021
Total GAAP
$ 1,906,715 $ 1,648,731
86.5 % $
513,271
26.9 % $
454,627 $
Acquisition accounting for deferred
revenue
ff
Stock-based compensation expense
Excess payroll taxes related to stock-
based awards
Amortization of intangible assets from
acquisitions
Transaction expenses related to
business combinations
Adjustment for income tax effect
24,772
24,772
0.1 %
24,772
1.0 %
24,772
12,390
0.6 %
166,338
8.6 %
166,338
1,197 — %
13,183
0.7 %
13,183
60,762
3.3 %
75,975
3.9 %
75,975
— — %
6,041
0.3 %
6,041
— — %
— — %
(91,589)
(1.04)
Total non-GAAP
1 Diluted weighted average shares were 88,102.
$ 1,931,487 $ 1,747,852
90.5 % $
799,580
41.4 % $
649,347 $
7.37
41
Table of Contents
ff
We use non-GAAP financial measures (a) to evaluate our historical and prospective financial performance as well as our
performance relative to our competitors, (b) to set inter
measure operational profitability and the accuracy of forecasting, (e) to assess financial discipline over operational expenditures
and (f) as an important factor in determining variable compensation for management and employees. In addition, many
financial analysts that follow us focus on and publish both historical results and future projections based on non-GAAP
financial measures. We believe that it is in the best interest of our investors to provide this information to analysts so that they
accurately report the non-GAAP financial inforff mation. Moreover, investors have historically requested, and we have
historically reported, these non-GAAP financial measures as a means of providing consistent and comparable information with
past reports of financial results.
nal sales targets and spending budgets, (c) to allocate resources, (d) to
ff
ff
While we believe that these non-GAAP financial measures provide useful s
limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not
prepared in accordance with GAAP, are not reported by all our competitors and may not be directly comparable to similarly
titled measures of our competitors due to potential differences in the exact method of calculation. We compensate for these
limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the
reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.
upplemental information to investors, there are
ff
ff
ff
The adjustments to these non-GAAP financial measures, and the basis for such adjustments, are outlined below:
ff
Historically, we have consummated acquisitions in order to support our
Acquisition accounting for deferred revenue.
strategic and other business objectives. Under prior accounting guidance, a fair value provision resulted in acquired deferred
revenue that was often recorded on the opening balance sheet at an amount that was lower than the historical carrying value.
Although this fair value provision has no impact on our business or cash flow, it adversely impacts our reported GAAP revenue
in the reporting periods following an acquisition. In 2022, we adopted accounting guidance which eliminates the fair value
provision that resulted in the deferred revenue adjustment on a prospective basis. In order to provide investors with financial
information that facilitates comparison of both historical and future results, we provide non-GAAP financial measures which
exclude the impact of the acquisition accounting adjustment for acquisitions prior to the adoption of the new guidance in 2022.
ff
We believe that this non-GAAP financial adjustment is useful to investors because it allows investors to (a) evaluate the
effectiveness of the methodology and information used by us in our financial and operational decision-making, and (b) compare
our past and future reports of financial results as the revenue reduction related to acquired deferred revenue will not recur when
related subscription leases and software maintenance contracts are renewed in future periods.
ff
ff
Amortization of intangible assets from acquisitions. We incur amortization of intangible assets, included in our GAAP
presentation of amortization expense, related to various acquisitions we have made. We exclude these expenses for the purpose
of calculating non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating
profit margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational
performance because these costs are fixed at the time of an acquisition, are then amortized over a period of several years after
the acquisition and generally cannot be changed or influenced by us after the acquisition. Accordingly, we do not consider these
expenses for purposes of evaluating our performance dur
such expenses when making decisions to allocate resources. We believe that these non-GAAP financial measures are useful to
investors because they allow investors to (a) evaluate the effectiveness of the methodology and information used by us in our
financial and operational decision-making, and (b) compare our past reports of financial results as we have historically reported
these non-GAAP financial measures.
ing the applicable time period after the acquisition, and we exclude
ff
ff
ff
Stock-based compensation expense. We incur expense related to stock-based compensation included in our GAAP
presentation of cost of maintenance and service; research and development expense; and selling, general and administrative
expense. This non-GAAP adjustment also includes excess payroll tax expense related to stock-based compensation. Although
stock-based compensation is an expense and viewed as a form of compensation, we exclude these expenses for the purpose of
calculating non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profitff
margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational
performance. Specifically, we exclude stock-based compensation during our annual budgeting process and our quarterly and
annual assessments of our performance. The annual budgeting process is the primary mechanism whereby we allocate resources
to various initiatives and operational requirements. Additionally, the annual review by our board of directors during which it
compares our historical business model and profitability to the planned busines
s model and profitability for the forthcoming
year excludes the impact of stock-based compensation. In evaluating the performance of our senior management and
department managers, charges related to stock-based compensation are excluded from expenditure and profitability results. In
fact, we record stock-based compensation expense into a stand-alone cost center for which no single operational manager is
responsible or accountable. In this way, we can review, on a period-to-period basis, each manager's performance and assess
ff
financial discipline over operational expenditures without the effect of stock-based compensation. We believe that these non-
GAAP financial measures are useful to investors because they allow investors to (a) evaluate our operating results and the
ff
ff
42
Table of Contents
effectiveness of the methodology used by us to review our operating results, and (b) review historical comparability in our
ff
financial reporting as well as comparability with competitors' operating results.
Expenses related to business combinations. We incur expenses for professional services rendered in connection with business
combinations, which are included in our GAAP presentation of selling, general and administrative expense. Beginning in the
second quarter of 2022, we have updated this non-GAAP measure to include, in addition to professional services rendered in
connection with business combinations, other expenses directly related to business combinations, including compensation
expenses and concurrent restructuring activities, such as employee severances and other exit costs. These costs are included in
our GAAP presentation of selling, general and administrative and research and development expenses. The additional expenses
were not material in the current or prior year period. We exclude these acquisition-related expenses for the purpose of
calculating non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted
earnings per share when we evaluate our continuing operational performance, as we generally would not have otherwise
incurred these expenses in the periods presented as a part of our operations. We believe that these non-GAAP financial
measures are useful to investors because they allow investors to (a) evaluate our operating results and the effectiveness of the
methodology used by us to review our operating results, and (b) review historical comparability in our financial reporting as
well as comparability with competitors' operating results.
Non-GAAP tax provision. We utilize a normalized non-GAAP annual effective tax rate (AETR) to calculate non-GAAP
measures. This methodology provides better consistency across interim reporting periods by eliminating the effects of non-
recurring items and aligning the non-GAAP tax rate with our expected geographic earnings mix. To project this rate, we
analyzed our historic and projected non-GAAP earnings mix by geography along with other factors such as our current tax
structure, recurring tax credits and incentives, and expected tax positions. On an annual basis we re-evaluate and update this
ff
rate for s
ignificant items that may mater
ially affect our projections.
ff
ff
Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP. Our non-GAAP financial measures are
not meant to be considered in isolation or as a substitute for comparable GAAP financial meas
conjunction with our consolidated financial statements prepared in accordance with GAAP.
ures and should be read only in
ff
We have provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial
measures as listed below:
ff
g
p
GAAP Reporting Measure
Revenue
Gross Profit
Gross Profit Margin
Operating Income
Operating Profit Margin
Net Income
Diluted Earnings Per Share
g
Non-GAAP Reporting Measure
p
Non-GAAP Revenue
Non-GAAP Gross Profit
Non-GAAP Gross Profit Margin
Non-GAAP Operating Income
Non-GAAP Operating Profit Margin
Non-GAAP Net Income
Non-GAAP Diluted Earnings Per Share
Constant currency. In addition to the non-GAAP financial measures detailed above, we use constant currency results for
financial and operational decision-making and as a means to evaluate period-to-per
iod comparisons by excluding the effects of
ff
foreign currency fluctuations on the reported results. To present this information, the 2022 results for entities whose functional
currency is a currency other than the U.S. Dollar were converted to U.S. Dollars at rates that were in effect for the 2021
comparable period, rather than the actual exchange rates in effect for 2022. Constant currency growth rates are calculated by
adjusting the 2022 reported amounts by the 2022 currency fluctuation impacts and comparing the adjusted amounts to the 2021
comparable period reported amounts. We believe that these non-GAAP financial measures are useful to investors because they
allow investors to (a) evaluate the effectiveness of the methodology and information used by us in our financial and operational
decision-making, and (b) compare our reported results to our past reports of financial results without the effects of foreign
currency fluctuations.
ff
ff
43
Table of Contents
Liquidity and Capital Resources
tt
(in thous
ands, except percentages)
Cash, cash equivalents and short-term investments
Working capital
Cash, Cash Equivalents and Short-Term Investments
SS
As of December 31,
Change
2022
2021
Amount
%
$ 614,574
$ 668,028
$ 869,286
$ 860,082
$
$
(53,454)
9,204
(8.0)
1.1
Cash and cash equivalents consist primarily of highly liquid investments such as money market funds and deposits held at
major banks. Short-term investments consist primarily of deposits held by certain of our foreign subsidiaries with original
maturities of hthree months to one year. The following table presents our foreign and domestic holdings of cash, cash equivalents
and short-term investments:
ee months to one year
tt
ntage
s)s
(in thousands, es xcee
e
ept perce
Domestic
Foreign
Total
2022
326,784
287,790
614,574
$
$
As of December 31,
% of
Total
53.2
46.8
2021
365,390
302,638
668,028
$
$
% of
Total
54.7
45.3
In general, it is our intention to permanently reinvest all earnings in excess of previously taxed amounts. Substantially all of the
pre-2018 earnings of our non-U.S. subsidiaries were taxed through the transition tax and post-2018 current earnings are taxed as
part of global intangible low-taxed income tax expense. These taxes increase our previously taxed earnings and allow for the
repatriation of the majority of our foreign earnings without any residual U.S. federal tax. Unrecognized provisions for taxes on
indefinitely r
einvested undistributed earnings of foreign subsidiaries would not be significant.
ff
ff
The amount of cash, cash equivalents and short-term investments held by foreign subsidiaries is subject to translation
adjustments caused by changes in forff eign currency exchange rates as of the end of each respective reporting period, the offset to
which is recorded in accumulated other comprehensive loss on our consolidated balance sheet.
Cash Flows from Operating Activities
tt
(in thous
ands)
Net cash provided by operating activities
Year Ended December 31,
2022
2021
Change
$ 631,003
$ 549,482
$
81,521
Net cash provided by operating activities increased during the current fiscal year due to increased net cash flows fr
assets and liabilities of $76.3 million and increased net income (net of non-cash operating adjustments) of $5.2 million. The
growth in net cash provided by operating activities was a result of increased customer receipts driven primarily by ACV growth
and lower income tax payments due to timing, partially offset by additional cash outflows related to increased operating
expenses as compared to the year ended December 31, 2021.
om operating
ff
Cash Flows from InII vesting Activities
ands)
(in thous
tt
Net cash used in investing activities
Year Ended December 31,
2022
2021
Change
$ (411,368) $ (536,813) $
125,445
Net cash used in investing activities decreased during the current fiscal year due primarily to decreased acquisition-related net
cash outlays of $124.5 million, partially offset by increased capital expenditures of $1.4 million. We currently plan capital
spending of $28.0 million to $38.0 million during fiscal year 2023 as compared to the $24.4 million that was spent in fiscal year
2022. The level of spending will depend on various factors, including the growth of the business and general economic
conditions.
44
Table of Contents
Cash Flows frff om Financing Activities
ands)
(in thous
tt
Net cash used in financing activities
Year Ended December 31,
2022
2021
Change
$ (245,508) $ (245,852) $
344
Net cash used in financing activities decreased slightly during the current fiscal year primarily due to decreased principal
payments on long-term debt of $45.0 million and decreased restricted stock withholding taxes paid in lieu of issuing shares of
$32.8 million, offset by increased stock repurchases of $70.9 million.
ff
Other Cash Flow Information
On June 30, 2022, we entered into a credit agreement (the 2022 Credit Agreement) with PNC Bank, National Association as
administrative agent, swing line lender, and an L/C issuer, the lenders party thereto, and the other L/C issuers party thereto. The
2022 Credit Agreement refinanced our previous credit agreements in their entirety. The 2022 Credit Agreement provides for a
$755.0 million unsecured term loan facility and a $500.0 million unsecured revolving loan facility, which includes a $50.0
million sublimit for the issuance of letters of credit. Terms used in this description of the 2022 Credit Agreement with initial
capital letters that are not otherwise defined herein are as defined in the 2022 Credit Agreement.
ff
The term loan facility was advanced by the lenders thereunder to refinance and replace our prior credit agreements.
As of December 31, 2022, the carrying value of our term loans was $753.6 million, with no principal payments due in the next
twelve months. Borrowings under the term loan and revolving loan facilities accrue interest at a rate that is based on the Term
SOFR plus an applicable margin or at the base rate plus an applicable margin, at our election. The base rate is the highest of (i)
the Overnight Bank Funding Rate, plus 0.500%, (ii) the PNC Bank, National Association prime rate and (iii) Daily Simple
SOFR plus an adjustment for SOFR plus 1.00%. The applicable margin for the borrowings is a percentage per annum based on
the lower of (1) a pricing level determined by our then-current consolidated net leverage ratio and (2) a pricing level determined
by our public debt rating (if available). The rate in effect for the firs
5.56%.
t quarter of 2023 under the 2022 Credit Agreement is
ff
We previously entered into operating lease commitments, primarily for our domestic and international offices. The
commitments related to these operating leases is $151.2 million, of which $26.6 million is due in the next twelve months.
Under our stock repurchase program, we repurchased shares as follows:
(in thous
tt
ands, except per share data)
Number of shares repurchased
Average price paid per share
Total cost
Year Ended December 31,
2022
2021
725
283.38
205,571
$
$
347
388.35
134,679
$
$
As of December 31, 2022, 1.7 million shares remained available for repurchase under the program.
The authorized repurchase program does not have an expiration date and the pace of the repurchase activity will depend on
factors such as working capital needs, cash requirements for acquisitions, our stock price and economic and market conditions.
Our stock repurchases may be effected from time to time through open mar
ket purchases or pursuant to a Rule 10b5-1 plan.
ff
We continue to generate positive cash flows from operating activities and believe that the best uses of our excess cash are to
invest in the business; acquire or make investments in complementary companies, products, services and technologies; and
make payments on our outstanding debt balances. Any future acquisitions may be funded by available cash and investments,
cash generated from operations, debt financing or the issuance of additional securities. Additionally, we have in the past, and
expect in the future, to r
stockholders with the goal of increasing stockholder value.
epurchase stock in order to both offset dilution and return capital, in excess of our requirements, to
ff
In January 2023, we had a $120.7 million cash outflow (net of cash acquired) associated with a strategic acquisition.
45
Table of Contents
We believe that existing cash and cash equivalent balances, together with cash generated from operations and access to the
$500.0 million revolving loan facility, will be sufficient to meet our wor
king capital, capital expenditure requirements and
contractual obligations through at least the next twelve months and the foreseeable f
ff
ff
the future may also be financed through additional equity or debt financings. However, future disruptions in the capital markets
could make financing more challenging and there can be no assurance that such financing can be obtained on commercially
reasonable terms, or at all.
uture thereafter. Our cash requirements in
ff
ff
Contractual and Other Obligations
Our significant contractual and other obligations as of December 31, 2022 are summarized below:
(i(( n thousands)
ii
Long-term debt:
Principal payments
Interest payments(1)
Global headquarters operating lease(2)
Other operating leases(3)
Unconditional purchase obligations(4)
Obligations related to uncertain tax positions, including interest and
penalties(5)
Total contractual obligations
Total
Current
Long-Term
$
755,000
191,186
31,807
119,431
84,258
$
— $
42,525
4,464
22,095
54,775
755,000
148,661
27,343
97,336
29,483
—
$ 1,181,682
$
—
123,859
—
$ 1,057,823
(1) Borrowings under long-term debt accrue interest at a rate that is based on the Term SOFR plus an applicable margin or
at the base rate plus an applicable margin, at our election. The base rate is the highest of (i) the Overnight Bank Funding
Rate, plus 0.500%, (ii) the PNC Bank, National Association prime rate and (iii) Daily Simple SOFR plus an adjustment
for SOFR plus 1.00%. The applicable margin for the borrowings is a percentage per annum based on the lower of (1) a
pricing level determined by our then-current consolidated net leverage ratio and (2) a pricing level determined by our
public debt rating (if available). As the interest rate is variable, interest on the long-term debt is estimated using the
interest rate as of December 31, 2022. For additional information, see Note 10 to the consolidated financial statements
included in Part IV, Item 15 of this Annual Report on Form 10-K.
(2) We previously entered into a lease agreement for 186,000 square feet of rentable space located in an office facility in
Canonsburg, Pennsylvania, which serves as our headquarters. The term of the lease is 183 months, beginning on
October 1, 2014 and expiring on December 31, 2029. We have a one-time right to terminate the lease on December 31,
2025 by providing the landlord with at least 18 months' prior written notice of such termination.
(3) Other operating leases primarily include lease commitments for our other domestic and international offices as well as
certain operating equipment.
(4) Unconditional purchase obligations primarily include minimum royalty contracts, software licenses and support, and
network services, which are unrecorded as of December 31, 2022. The unconditional purchase obligations are in
addition to the current and long-term liabilities recorded on our December 31, 2022 consolidated balance sheet.
(5) We have $54.4 million of unrecognized tax benefits, including estimated interest and penalties, that have been recorded
as liabilities in accordance with income tax accounting guidance for which we are uncertain as to if or when such
amounts may be settled. As a result, such amounts are excluded from the table above.
46
Table of Contents
Critical Accounting Estimates
We have prepared our consolidated financial statements in accordance with GAAP. In preparing our consolidated financial
statements, we make assumptions, judgments and estimates that can have a significant impact on our financial position and
results of operations. These estimates, assumptions and judgments are made based on our historical experience and on other
assumptions that we believe to be reasonable under the circumstances. Actual results could materially differ from any of our
estimates under diffff erent as
sumptions or conditions.
ff
The accounting policies, methods and estimates used to prepare our consolidated financial statements are described in Note 2 to
the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. The most critical
accounting judgments and estimates that we made in preparing our consolidated financial statements involved:
ff
•
•
•
Revenue recognition;
Valuation of assets acquired and liabilities assumed in business combinations; and
Income taxes.
Revenue Recognition
Description
Our revenue is derived principally from the licensing of computer software products and from related maintenance contracts.
We enter into contracts that include combinations of products, maintenance and services, which are accounted for as separate
performance obligations with differing revenue recognition patterns.
Judgments and Estimates
Our contracts with customers typically include promises to transfer licenses and services to a customer. Judgment is required to
determine if the promises are separate perforff mance obligations, and if so, to allocate the transaction price to each performance
obligation. We use the estimated standalone selling price method to allocate the transaction price for each performance
obligation. The estimated standalone selling price is determined using all information reasonably available to us, including
market conditions and other observable inputs. The corresponding revenues are recognized as the related performance
obligations are satisfied.
ff
Our time-based subscription lease license contracts with customers are sold as a bundled arrangement that includes the rights to
a term software license as well as post-contract support (PCS), which includes unspecified technical enhancements and
customer support. Revenue is recognized up front at the commencement of the lease for the term software lease license and
recognized ratably over the term of the contract for the PCS in the arrangement. Utilizing observable inputs, we determined that
50% of the estimated standalone selling price of the subscription lease license is attributable to the term software license, while
50% is attributable to PCS. This determination involved judgment, particularly as it relates to the value relationship between
our PCS and subscription lease licenses, the value relationship between PCS and our perpetual licenses and its linkage to the
shortened term of a subscription lease license, the average economic life of our software, renewal rates of our customers and the
price of the bundled arrangement in relation to the perpetual licensing approach.
r
Changes in these estimates could significantly impact the recognition of revenue in a given period.
Valuation of Assets Acquired and Liabilities Assumed in Business Combinations
Description
In accordance with business combination accounting, we allocate the purchase price of an acquired business to its identifiable
assets acquired and liabilities assumed at the acquisition date based upon their estimated fair values. The excess of the fair value
of consideration transferred over the fair value of net identifiable assets acquired, if any, is recorded as goodwill. Intangible
assets are recognized apart frff om goodwill whenever an acquired intangible asset arises from contractual or other legal rights, or
whenever it is capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented, or
exchanged, either individually or in combination with a related contract, asset or liability.
47
Table of Contents
Judgments and Estimates
Determining these fair values requires us to make significant estimates and assumptions, particularly with respect to acquired
intangible assets. We determined the fair value of our intangible assets using various valuation techniques, including the relief-
frff om-royalty method and the multi-period excess earnings method. These models utilize certain unobservable inputs classified
as Level 3 measurements as defined by ASC 820, Fair Value Measurements and Disclosures. The determination of fair value
requires considerable judgment and is sensitive to changes in underlying assumptions, estimates and market factors. Estimating
fair value requires us to make assumptions and estimates regarding our future plans, as well as industry and economic
conditions. These assumptions and estimates include, but are not limited to: royalty rate, discount rate and customer attrition
rate. The fair values of the intangible assets will be amortized over their useful lives.
ff
If actual results are materially different than the assumptions we used to determine fair value of the assets acquired and
liabilities assumed through a business combination, it is possible that adjustments to the carrying values of such assets and
liabilities will have a material impact on our financial position and results of operations. See Note 4 to the consolidated
financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for information regarding our business
acquisitions.
InII come Taxes
Description
Our income tax expense reflects management's best estimate of current and future taxes to be paid. We account for income
taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets
and liabilities are determined based on the diffff erences between the f
ff
inancial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates
on deferff
red tax assets and liabilities is recognized in income in the period of the enactment date.
ff
Additionally, as part of our accounting for income taxes, tax benefits related to uncer
tain tax positions taken or expected to be
taken on a tax return are recorded when such benefits meet a more-likely-than-not threshold. Otherwise, these tax benefits are
recorded when a tax position has been effff ectively settled, which means that the statute of limitations has expired or the
appropriate taxing authority has completed its examination even though the statute of limitations remains open.
ff
ff
Judgments and Estimates
We are subject to tax in the United States and numerous foreign jurisdictions. Significant judgements and estimates are r
equired
in the determination of consolidated income tax expense. We record net deferred tax assets to the extent we believe these assets
will more likely than not be realized. In making such determination, we consider all available positive and negative evidence,
including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent
financial operations. The assumptions about future taxable income require the use of significant judgement and are consistent
with the plans and estimates we are using to manage the underlying business. In the event we determine that we will be able to
realize deferred tax assets for which a valuation allowance was used to r
valuation allowance will be recorded as a reduction to the provision for income taxes in the period such determination is made.
educe their carrying value, the adjustment to the
ff
ff
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations
in a multitude of jurisdictions across our global operations. Significant judgment is required in the identification and
measurement of uncertain tax positions. Our liability for unrecognized tax benefits contains uncertainties because we are
required to make assumptions and to apply judgment to estimate the exposures associated with our various filing positions. We
adjust the liabilities when our judgement changes as a result of new information not previously available.
Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ and we may
be exposed to losses or gains that could be material. To the extent actual results differ from estimated amounts recorded, such
diffff erences will impact the income tax provision in the period in which the determination is made.
ff
Recent Accounting Guidance
For inforff mation regarding recent accounting guidance and its impact on our consolidated financial statements, see Note 2 to the
consolidated financial statements in Part IV, Item 15 of this Annual Report on Form 10-K.
48
Table of Contents
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Risk. As we operate in international regions, a portion of our revenue, expenses, cash, accounts
receivable and payment obligations are denominated in foreign currencies. As a result, changes in currency exchange rates will
affect our financial position, results of operations and cash flows. We seek to reduce our currency exchange transaction risks
primarily through our normal operating and treasury activities, including the use of derivative instruments.
rr
With respect to revenue, on average for the year ended December 31, 2022, the U.S. Dollar was 11.4% stronger, when
measured against our forff eign currencies, than for the year ended December 31, 2021. The table below presents the net impacts
of currency fluctuations on revenue for the year ended December 31, 2022. Amounts in brackets indicate a net adverse impact
from currency fluctuations.
tt
(i(( n t
ii housands)
Euro
Japanese Yen
South Korean Won
British Pound
Taiwan Dollar
Indian Rupee
Canadian Dollar
Israeli New Shekel
Other
Total
Year Ended
December 31, 2022
$
(47,963)
(35,027)
(17,473)
(5,811)
(2,719)
(2,296)
(699)
(577)
(177)
$
(112,742)
The impacts frff om currency fluctuations res
December 31, 2022 as compared to the year ended December 31, 2021.
ff
ulted in decreased operating income of $63.7 million for the year ended
A hypothetical 10% strengthening in the U.S. Dollar against other currencies would have decreased our revenue by $99.2
million and decreased our operating income by $47.9 million for the year ended December 31, 2022.
The most meaningful currency impacts on revenue and operating income are typically attributable to U.S. Dollar exchange rate
changes against the Euro and Japanese Yen. Historical exchange rates for these currency pairs are reflected in the charts below:
As of
December 31, 2022
December 31, 2021
December 31, 2020
December 31, 2019
Year Ended
December 31, 2022
December 31, 2021
December 31, 2020
Period End Exchange Rates
EUR/RR USD
USD/JPY
1.07
1.14
1.22
1.12
131
115
103
109
Average Exchange Rates
EUR/RR USD
USD/JPY
1.05
1.18
1.14
131
110
107
InII terest Rate Risk. Changes in the overall level of interest rates affect the inter
est income that is generated from our cash, cash
equivalents and short-term investments and the interest expense that is generated from our outstanding borrowings. For the year
ended December 31, 2022, interest income was $5.7 million and interest expense was $22.7 million.
ff
Cash and cash equivalents consist primarily of highly liquid investments such as money market funds and deposits held at
major banks. Short-term investments consist primarily of deposits held by certain foreign subsidiaries with original maturities
of three months to one year. A hypothetical 100 basis point increase or decrease in interest rates on these holdings would have
an immaterial impact on our interest income.
49
Table of Contents
Our outstanding borrowings of $755.0 million as of December 31, 2022 accrue interest at a rate that is based on the Term SOFR
plus an applicable margin or at the base rate plus an applicable margin, at our election. The base rate is the highest of (i) the
Overnight Bank Funding Rate, plus 0.500%, (ii) the PNC Bank, National Association prime rate and (iii) Daily Simple SOFR
plus an adjustment for SOFR plus 1.00%. The applicable margin for the borrowings is a percentage per annum based on the
lower of (1) a pricing level determined by our then-current consolidated net leverage ratio and (2) a pricing level determined by
our public debt rating (if available). Because interest rates applicable to the outstanding borrowings are variable, we are
exposed to interest rate risk from changes in the underlying index rates, which affects our interest expense. A hypothetical
increase of 100 basis points in interest rates would result in an increase in interest expense of $7.7 million and a corresponding
decrease in cash flows over the next twelve months, based on outstanding borrowings at December 31, 2022.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is included in Part IV, Item 15 of this Annual Report on Form 10-K.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As required by Rules 13a-15 and 15d-15 of the Exchange Act, we have
evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the
effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this
report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure
controls and procedures are effective, as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act.
We believe, based on our knowledge, that the financial statements and other financial information included in this report fairly
present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented
in this report. We are committed to both a sound internal control environment and to good corporate governance.
From time to time, we review the disclosure controls and procedures and may periodically make changes to enhance their
effff ectivenes
s and to confirm that our systems evolve with our business.
ff
Management's Annual Report on Internal Control over Financial Reporting. Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) or Rule
15d-15(f). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief
e have conducted an evaluation of the effectiveness of our internal control over financial reporting based
ff
Financial Offff icer, w
upon the Inter
II
Treadway Commission.
nal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
ff
ff
ff
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate. Our system of
internal control over financial reporting is designed to provide r
regarding the reliability of financial records used in preparation of our published financial statements. As all internal control
systems have inherent limitations, even systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and pr
esentation. Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that our internal control over financial reporting was effective at December 31, 2022.
easonable assurance to management and the Board of Directors
ff
ff
Additionally, Deloitte & Touche LLP, an independent registered public accounting firm, has audited the financial statements
included in this Annual Report on Form 10-K and has issued an attestation report on our internal control over financial
reporting. This report is included in Item 15 of this Annual Report on Form 10-K.
50
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Changes in InII ternal Controls. There were no changes in our internal control over financial reporting that occurred during the
three months ended December 31, 2022 that materially affected, or that are reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
51
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The information required by this Item is incorporated by reference to our 2023 Proxy Statement and is set forth under
"Corporate Governance at Ansys," "Director Nominees," "Continuing Directors Following the 2023 Annual Meeting" and "Our
Executive Offff icer
s" therein.
ff
ff
We adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial off
and principal accounting offff icer, and all of our dir
under the Governance tab of the Investor Relations section of our website at https://investors.ansys.com. We will post any
amendments to, or waiver of, our Code of Business Conduct and Ethics that apply to our principal executive officer, principal
financial officer and principal accounting officer on our website.
icer
ectors and employees. Our Code of Business Conduct and Ethics is posted
ff
ff
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to our 2023 Proxy Statement and is set forth under
"Compensation Discussion and Analysis," "Compensation Policies and Practices Related to Risk Management," "Fiscal 2022
Compensation Tables," "2022 CEO Pay Ratio," "Compensation Committee Report," "Corporate Governance at Ans
ys--
Compensation Committee Interlocks and Insider Participation," "Non-Employee Director Compensation" and "Director
Compensation Table Fiscal Year 2022" therein.
r
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to our 2023 Proxy Statement and is set forth under "Equity
Compensation Plans" and "Ownership of Our Common Stock" therein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to our 2023 P
"Corporate Governance at Ansys--Director Independence" and "Corporate Governance at Ansys--Related-Party Transactions"
therein.
roxy Statement and is set forth under
ff
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The inforff mation required by this Item is incorporated by reference to our 2023 Proxy Statement and is set forth under
"Independent Registered Accounting Firm Services and Fees" therein.
52
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ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
((
(a)
D
ocuments Filed as Part of this Annual Report on Form 10-K:
PART IV
i.
ff
Financial Statements: The following consolidated financial statements and reports are f
ff
iled as part of this r
eport:
- Reports of Independent Registered Public Accounting Firm (PCAOB ID: 34)
- Consolidated Balance Sheets as of December 31, 2022 and 2021
- Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020
- Consolidated Statements of Comprehensive Income for the years ended December 31, 2022,
2021 and 2020
- Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
- Consolidated Statements of Stockholders' Equity for the years ended December 31, 2022, 2021
ff
and 2020
- Notes to Consolidated Financial Statements
54
57
58
59
60
61
62
ii.
iii.
Financial Statement Schedules: Schedules have been omitted because they are not applicable, are not required or
the inforff mation required to be set forth therein is included in the consolidated financial statements or notes thereto.
Exhibits: The exhibits listed in 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)
Exhibits:
We hereby file as part of this Annual Report on Form 10-K the exhibits listed in the Exhibit Index immediately
ff
follow
ing the financial statement schedule of this Annual Report on Form 10-K.
((
(c)
Financial Statement Schedules:
None.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of ANSYS, Inc.
Opinion on the Financial Statements
ff
We have audited the accompanying consolidated balance sheets of ANSYS, Inc. and subsidiaries (the “Company”) as of
December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, stockholders’ equity, and
cash flowff
15 (collectively referred to as the “financial statements”). In our opinion, the f
ff
respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally
accepted in the United States of America.
s for each of the three years in the period ended December 31, 2022, and the related notes listed in the Index at Item
inancial statements present fairly, in all material
ff
ff
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in
Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 22, 2023, expressed an unqualif
ff
r
ff
financial reporting.
ied opinion on the Company’s internal control over
Basis for Opinion
ff
ff
tatements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
These financial s
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or frff aud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
ff
presentation of the financial statements
. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
ff
Revenue—Time-Based Subscription Lease Licenses—Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
The Company sells time-based subscription lease license contracts with customers that are sold as a bundled arrangement that
include the rights to a term software license as well as post-contract support (PCS). Revenue is recognized up front at the
commencement of the lease for the term software license and recognized ratably over the term of the contract for the PCS in the
arrangement. Utilizing observable inputs, the Company determined that 50% of the estimated standalone selling price of the
subscription lease license is attributable to the term license, while 50% is attributable to PCS. This determination involved
judgment, particularly as it relates to the value relationship between the Company’s PCS to subscription lease licenses, the
value relationship between PCS and the Company’s perpetual licenses and its linkage to the shortened term of a subscription
lease license, the average economic life of the Company’s software, renewal rates of its customers, and the price of the bundled
arrangement in relation to the perpetual licensing approach.
Given the judgments necessary to determine the allocation between the term software license and PCS, auditing this estimate
involved a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimate of the allocation between the term software license and PCS in a
subscription lease license included the following, among others:
54
Table of Contents
• We tested the effectiveness of controls over subscription lease license revenue, including those over the determination
of the estimated standalone selling price of the Company’s licenses and services, as well as the allocation of this
standalone selling price within the arrangement.
• We evaluated the pricing relationship between PCS and perpetual licenses on the net licensing fee of the arrangement,
as well as the Company’s renewal rate of PCS sales on perpetual licenses through those arrangements selected for
testing that contained both elements as a consideration point of the value relationship between the term software
license and PCS when a customer purchases a bundled subscription lease license.
ff
• We evaluated the estimated economic life of the Company’s software through observable data points.
•
Through our current and historical audit procedures, we confirmed that the term software license portion and PCS
portion of an arrangement are not sold separately from one another.
• We selected a sample of arrangements and performed the following:
– Compared the list price of the subscription lease license to the consideration received from the customer and
ff
recalculated the discount from list price for each arrangement.
–
–
–
Evaluated whether management appropriately calculated the estimated standalone selling price for the
subscription lease license.
Tested management’s identification of distinct performance obligations.
Tested the mathematical accuracy of revenue recognized at a point in time or over time based upon the
identification of subscription lease licenses within the arrangement.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
February 22, 2023
We have served as the Company's auditor since 2002.
55
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of ANSYS, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of ANSYS, Inc. and subsidiaries (the “Company”) as of December
31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material
respects, effff ective internal control over financial reporting as of December 31, 2022, based on cr
Control — Integrated Framework (2013) issued by COSO.
iteria established in Internal
ff
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our
report dated February 22, 2023, expressed an unqualified opinion on those financial statements.
ff
ff
Basis for Op
inion
The Company’s management is responsible for maintaining effective inter
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
nal control over financial reporting and for its
ff
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
ff
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
February 22, 2023
56
Table of Contents
ANSYS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, less allowance for doubtful accounts of $18,300 and $14,600,
respectively
Other receivables and current assets
Total current assets
Long-term assets:
Property and equipment, net
Operating lease right-of-use assets
Goodwill
Other intangible assets, net
Other long-term assets
Deferred income taxes
Total long-term assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued bonuses and commissions
Accrued income taxes
Other accrued expenses and liabilities
Deferred revenue
Total current liabilities
Long-term liabilities:
ff
Deferred income taxes
Long-term operating lease liabilities
Long-term debt
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies
Stockholders' equity:
December 31,
2022
2021
$
614,391
183
$
667,667
361
$
$
760,287
289,261
1,664,122
80,838
129,140
3,658,267
809,183
261,880
84,515
5,023,823
6,687,945
14,021
160,908
7,698
198,220
413,989
794,836
58,126
112,802
753,574
102,756
1,027,258
$
$
645,891
324,655
1,638,574
87,914
120,881
3,409,271
763,119
279,676
24,879
4,685,740
6,324,314
10,863
163,182
8,410
204,509
391,528
778,492
105,548
104,378
753,576
98,272
1,061,774
red stock, $0.01 par value; 2,000,000 shares authorized; zero shares issued or
Preferff
outstanding
Common stock, $0.01 par value; 300,000,000 shares authorized; 95,267,307 shares
issued
Additional paid-in capital
Retained earnings
Treasury stock, at cost: 8,317,389 and 8,188,331 shares, respectively
Accumulated other comprehensive loss
Total stockholders' equity
Total liabilities and stockholders' equity
—
—
953
1,540,317
4,782,930
(1,335,627)
(122,722)
4,865,851
6,687,945
$
953
1,465,694
4,259,220
(1,185,707)
(56,112)
4,484,048
6,324,314
$
The accompanying notes are an integral part of the consolidated financial statements.
57
Table of Contents
ANSYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
ands, except per share data)
(in thous
tt
Revenue:
Softwff
are licenses
Maintenance and service
Total revenue
Cost of sales:
Softwff
are licenses
Amortization
Maintenance and service
Total cost of sales
Gross profit
Operating expenses:
Selling, general and administrative
Research and development
Amortization
Total operating expenses
Operating income
Interest income
Interest expense
Other (expense) income, net
Income before income tax provision
Income tax provision
Net income
Earnings per share – basic:
Earnings per share
Weighted average shares
Earnings per share – diluted:
Earnings per share
Weighted average shares
Year Ended December 31,
2022
2021
2020
$
988,978
$
945,797
$
780,850
1,076,575
2,065,553
960,918
900,447
1,906,715
1,681,297
33,081
69,372
148,188
250,641
38,156
60,762
159,066
257,984
30,618
40,642
154,004
225,264
1,814,912
1,648,731
1,456,033
772,871
433,661
15,722
715,377
404,870
15,213
1,222,254
1,135,460
592,658
5,717
513,271
2,078
587,707
355,371
16,599
959,677
496,356
5,073
(22,726)
(12,405)
(10,988)
(334)
575,315
51,605
523,710
6.02
87,051
$
$
12,410
515,354
60,727
454,627
5.22
87,100
$
$
5.99
$
5.16
$
87,490
88,102
3,484
493,925
60,038
433,887
5.05
85,840
4.97
87,288
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
58
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ANSYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thous
tt
ands)
Net income
Other comprehensive (loss) income:
Foreign currency translation adjustments
Comprehensive income
Year Ended December 31,
2022
2021
2020
523,710
$
454,627
$
433,887
(66,610)
(38,337)
47,606
457,100
$
416,290
$
481,493
$
$
The accompanying notes are an integral part of the consolidated financial statements.
59
Table of Contents
ANSYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
ear Ended December 31,
2022
2021
2020
ands)
(in thous
tt
Cash flowff
s frff om operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$ 523,710
$ 454,627
$ 433,887
Depreciation and amortization
Operating lease right-of-use assets expense
Deferred income tax benefit
Provision for bad debts
Stock-based compensation expense
Gain on equity investment
Other
Changes in operating assets and liabilities:
Accounts receivable
Other receivables and current assets
Other long-term assets
Accounts payable, accrued expenses and current liabilities
Accrued income taxes
evenue
Deferred r
Other long-term liabilities
ff
Net cash provided by operating activities
Cash flows from investing activities:
Acquisitions, net of cash acquired
Capital expenditures
Other investing activities
Net cash used in investing activities
Cash flows from financing activities:
Proceeds frff om long-term debt
Principal payments on long-term debt
Purchase of treasury stock
Restricted stock withholding taxes paid in lieu of issued shares
Proceeds frff om shares issued for stock-based compensation
ff
Other financing activities
Net cash (used in) provided by financing activities
ff
Effff ect of exchange rate fluctuations on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosures of cash flow information:
114,563
22,721
(130,716)
6,222
168,128
—
4,680
(114,986)
30,259
(3,613)
(8,250)
99
33,003
(14,817)
631,003
(386,264)
(24,370)
(734)
(411,368)
106,867
22,193
(34,490)
1,006
166,338
(15,139)
2,708
(149,017)
(64,316)
(3,217)
53,846
(18,429)
26,547
(42)
549,482
(510,805)
(23,018)
(2,990)
(536,813)
85,275
20,971
(30,932)
6,438
145,615
—
2,180
(160,319)
(2,312)
(14,818)
21,362
19,713
5,448
14,802
547,310
(572,328)
(35,370)
(6,555)
(614,253)
—
—
(205,571)
(64,242)
25,595
(1,290)
(245,508)
(27,403)
(53,276)
667,667
$ 614,391
—
(45,000)
(134,679)
(97,037)
31,377
(513)
(245,852)
(11,822)
(245,005)
912,672
$ 667,667
375,000
(75,000)
(161,029)
(71,019)
29,560
(915)
96,597
10,924
40,578
872,094
$ 912,672
Income taxes paid
Interest paid
Fair value of unpaid consideration and common stock issued in connection with
acquisitions
$ 115,339
20,844
$
$ 130,426
11,146
$
$
$
54,174
11,941
$
5,391
$
— $ 232,690
The accompanying notes are an integral part of the consolidated financial statements.
60
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ANSYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Retained
Earnings
Treasury Stock
Shares
Amount
Accumulated
Other
Comprehensive
(Loss)/Income
Total
Stockholders'
Equity
Balance, Ja
nuary 1, 2020
94,628
$
946
$1,188,939 $ 3,370,706
8,893
$ (1,041,831) $
(
65,381) $
3,453,379
Acquisition of Livermore
Softff ware Technology,
LLC
Acquisition of Analytical
Graphics Inc.
Treasury shares acquired
Stock-based compensation
activity
Other comprehensive
income
Net income for t
ff
he year
Balance, December 31,
2020
Acquisition of Analytical
a
Graphi
cs Inc.
Treasury shares acquired
Stock-based compensation
activity
Other comprehensive loss
Net income for the year
Balance, December 31,
2021
Acquisition of Analytical
Graphics Inc.
Treasury shares
acquired
Stock-based
compensation activity
Other comprehensive
loss
Net income for the year
Balance, December 31,
2022
1,030
638
7
218,108
(6)
(3)
501
233
690
(161,029)
26,126
(880)
78,024
433,887
47,606
1,531
218,348
(161,029)
104,150
47,606
433,887
95,266
953
1,434,203
3,804,593
8,694
(1,124,102)
(17,775)
4,097,872
1
3,069
(10)
347
819
(134,679)
28,422
(843)
72,255
454,627
3,888
(134,679)
100,677
(38,337)
454,627
(38,337)
95,267
953
1,465,694
4,259,220
8,188
(1,185,707)
(56,112)
4,484,048
511
(3)
300
725
(205,571)
74,112
(593)
55,351
523,710
(66,610)
811
(205,571)
129,463
(66,610)
523,710
95,267
$
953
$1,540,317 $ 4,782,930
8,317
$ (1,335,627) $
(122,722) $
4,865,851
The accompanying notes are an integral part of the consolidated financial statements.
61
Table of Contents
1. Organization
ANSYS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022
We develop and globally market engineering simulation software and services widely used by engineers, designers, researchers
and students across a broad spectrum of industries and academia, including high-tech, aerospace and defense, automotive,
energy, industrial equipment, materials and chemicals, consumer products, healthcare and construction.
As defined by the accounting guidance for segment reporting, we operate as one segment.
Given the integrated approach to the multi-discipline problem-solving needs of our customers, a single sale of software may
contain components from multiple product areas and include combined technologies. We also have a multi-year product and
integration strategy that will result in new, combined products or changes to the historical product offerings. As a result, it is
impracticable for us to provide accur
ate historical or current reporting among our various product lines.
ff
2. Accounting Policies
Accounting Principles
The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally
accepted in the United States. Certain items in the notes to the consolidated financial statements of prior years have been
reclassified to conform to the current year's presentation. These reclassifications had no effect on reported net income,
comprehensive income, cash flows, total assets or total liabilities and stockholders' equity.
Principles of Consolidation
The accompanying consolidated financial statements include our accounts and those of our wholly owned subsidiaries. All
intercompany accounts and transactions have been eliminated.
Recently Adopted Accounting Guidance
Business combinations: In October 2021, the Financial Accounting Standards Board issued ASU No. 2021-08, Business
Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU
2021-08). ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and
measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (ASC) 606, Revenue
from Contracts with Customers, as if the acquirer had originated the contracts. We adopted the standard effective January 1,
2022. Under the prior guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date.
The standard does not impact acquired contract assets or liabilities from business combinations that occurred prior to the
effff ective date of adoption, and the impact in current and futur
acquired in business combinations after the effective date of adoption.
e periods will depend on the contract assets and contract liabilities
ff
Accounting Guidance Issued and Not Yet Adopted
It is not expected that the future adoption of any recently issued accounting pronouncements will have a material impact on our
financial position, results of operations or cash flows.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements. Estimates also affect the amounts of revenue and
expenses during the reported periods. Significant estimates included in these consolidated financial statements include:
•
•
•
•
•
•
Contract revenue
Standalone selling prices of our products and services
Allowance for doubtful accounts receivable
Valuation of goodwill and other intangible assets
Useful lives for depreciation and amortization
ff
Acquired deferred revenue
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•
•
•
•
•
•
•
Operating lease assets and liabilities
Fair values of stock awards
Deferred compensation
Income taxes
Uncertain tax positions
Tax valuation reserves
Contingencies and litigation
Actual results could differ from these estimates. Changes in estimates are recorded in the results of operations in the period that
the changes occur.
Revenue Recognition
Our revenue is derived principally frff om the licensing of computer software products and from related maintenance contracts.
We enter into contracts that include combinations of products, maintenance and services, which are accounted for as separate
performance obligations with differing revenue recognition patterns.
petual licenses is clas
sified as software license revenue. Software license revenue is recognized up front upon
Revenue from per
r
ff
delivery of the licensed product and/or the utility that enables the customer to access authorization keys, provided that an
enforceable contract has been received. Typically, our perpetual licenses are sold with post-contract support (PCS), which
includes unspecified technical enhancements and customer support. We allocate value in bundled perpetual and PCS
arrangements based on the standalone selling prices of the perpetual license and PCS. Revenue from PCS is classified as
maintenance revenue and is recognized ratably over the term of the contract, as we satisfy the PCS performance obligation.
r
In addition to perpetual licenses, we sell time-based subscription lease licenses. Subscription lease licenses are sold only as a
bundled arrangement that includes the rights to a term software license and PCS. Utilizing observable inputs, we determined
that 50% of the estimated standalone selling price of the subscription lease license is attributable to the term license and 50% is
attributable to the PCS. This determination considered the value relationship for our products between PCS and time-based
subscription lease licenses, the value relationship between PCS and perpetual licenses, the average economic life of our
products, softwff
Consistent with the perpetual sales, the license component is classified as software license revenue and recognized as revenue
up front at the commencement of the lease upon delivery of the licensed product and/or utility that enables the customer to
access authorization keys. The PCS is classified as maintenance revenue and is recognized ratably over the term of the contract,
as we satisfy the PCS performance obligation.
are renewal rates and the price of the bundled arrangement in relation to the perpetual licensing approach.
ff
Revenue from training, consulting and other services is recognized as the services are performed. For contracts in which the
service consists of a single performance obligation, such as providing a training class to a customer, we recognize revenue upon
completion of the performance obligation. For service contracts that are longer in duration and often include multiple
performance obligations (for example, both training and consulting), we measure the progress toward completion of the
obligations and recognize revenue accordingly. In measuring progress towards the completion of performance obligations, we
typically utilize output-based estimates for services with contractual billing arrangements that are not based on time and
materials, and estimate output based on the total tasks completed as compared to the total tasks required for each work contract.
Input-based estimates are utilized for services that involve general consultations with contractual billing arrangements based on
time and materials, utilizing direct labor as the input measure.
ff
We also execute arrangements through independent channel partners in which the channel partners are authorized to market and
distribute our software products to end users of our products and services in specified territories. In sales facilitated by channel
partners, the channel partner is the principal to the transaction with the end-user. We recognize revenue from transactions with
channel partners in a manner consistent with the direct sales described above for both perpetual and time-
Revenue from channel partner transactions is the amount remitted to us by the channel partners. This amount includes a fee for
PCS that is compensation for providing technical enhancements and the second level of technical support to the end user, which
is recognized over the period that PCS is to be provided.
based licenses.
r
Non-income related taxes collected from customers and remitted to governmental authorities are recorded on the consolidated
balance sheet as accounts receivable and accrued expenses. The collection and payment of these amounts are reported on a net
basis in the consolidated statements of income and do not impact reported revenues or expenses.
We do not offer right of return. We warrant to our customers that our software will perf
ff
current user manuals. We have not experienced significant claims related to software warranties beyond the scope of
maintenance support, which we are already obligated to provide. The warranty is not sold, and cannot be purchased, separately.
The warranty does not provide any type of additional service to the customer or performance obligation for us.
tantially as specified in our
orm subs
ff
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Our agreements with our customers generally require us to indemnify the customer against claims that our software infringes
third-party patent, copyright, trademark or other proprietary rights. Such indemnification obligations are generally limited in a
variety of industry-standard respects, including our right to replace an infringing product.
Significant Judgments
Our contracts with customers typically include promises to transfer licenses and services to a customer. Judgment is required to
determine if the promises are separate performance obligations, and if so, to allocate the transaction price to each performance
obligation. We use the estimated standalone selling price method to allocate the transaction price for each performance
obligation. The estimated standalone selling price is determined using all information reasonably available to us, including
market conditions and other observable inputs. The corresponding revenues are recognized as the related performance
obligations are satisfied.
We apply a practical expedient to expense sales commissions as incurred when the amortization period would have been one
year or less. Sales commissions associated with the initial year of multi-year contracts are expensed as incurred due to their
immateriality. Sales commissions associated with multi-year contracts beyond the initial year are subject to an employee service
requirement and are expensed as incurred as they are not considered incremental costs to obtain a contract.
We are required to adjust promised amounts of consideration for the effects of the time value of money if the timing of the
payments provides the customer or us with a significant financing benefit. We consider various factors in assessing whether a
financing component exists, including the duration of the contract, market interest rates and the timing of payments. Our
contracts do not include a significant financing component requiring adjustment to the transaction price.
Cash and Cash Equivalents
Cash and cash equivalents consist primarily of highly liquid investments such as deposits held at major banks and money
market funds. Cash equivalents are carried at cost, which approximates fair value. Our cash and cash equivalents balances
comprise the following:
(in thousands, except percentages)
Cash accounts
Money market funds
Total
December 31, 2022
December 31, 2021
Amount
% of Total
Amount
% of Total
$
$
503,733
110,658
614,391
82.0
18.0
$
$
580,047
87,620
667,667
86.9
13.1
Our money market fund balances are held in various funds of two issuers.
Property and Equipment
Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives
of the various classes of assets, which range from one year to forty years. Repairs and maintenance are charged to expense as
incurred. Gains or losses from the sale or retirement of property and equipment are included in operating income.
ff
Research and Development
Research and development costs are expensed as incurred. Internally developed software costs required to be capitalized as
defined by the accounting guidance are not material to our consolidated financial statements.
Business Combinations
ff
When we consummate an acquisition, the assets acquired and the liabilities assumed are recognized separately from goodwill at
their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration
transferred over the acquisition date fair value of the net identifiable assets acquired. While best estimates and assumptions are
used to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration,
where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period,
which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed
with the corresponding offset to goodwill as we obtain new information about facts and circumstances that existed as of the
acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Upon the
earlier of the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed,
any subsequent adjustments are recorded in the consolidated statements of income.
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Goodwill and Other Intangible Assets
Goodwill represents the excess of the fair value of consideration transferred over the fair value of net identifiable assets
acquired. Other intangible assets consist of acquired software and technology, customer lists and trade names. Intangible assets
that are not considered to have an indefinite useful life are amortized over their useful lives, which range from two years to
seventeen years. Amortization expense for intangible assets was $85.1 million, $76.0 million and $57.2 million for the years
ended December 31, 2022, 2021 and 2020, respectively.
ff
ff
ff
ff
We test goodwill and indefinite-lived intangible assets f
ff
of whether the fair value of each reporting unit or asset exceeds its carrying amount. We have one reporting unit. Goodwill is
tested at this reporting unit level and indefinite-lived intangible assets are tested at the individual asset level. This requires us to
assess and make judgments regarding a variety of factors which impact the fair value of the reporting unit or asset being tested,
including business plans, anticipated future cash flows, economic projections and other market data.
ment at least annually by performing a quantitative assessment
or impair
ff
During the first quarter of 2022, we completed the annual impairment tes
ff
t for goodwill and the indefinite-lived intangible ass
and determined that these assets had not been impaired as of the test date, January 1, 2022. Given the adverse economic and
market conditions during the year, we considered a variety of qualitative factors to determine if an additional quantitative
impairment test was required subsequent to our annual impairment test. Based on a variety of factors, including the excess of
the fair value over the carrying amounts in the most recent impairment test, we determined it was not more likely than not that
an impairment existed during the year. No other events or circumstances changed during the year ended December 31, 2022
that would indicate that the fair values of our reporting unit and indefinite-lived intangible asset are below their carrying
amounts.
et
Concentrations of Credit Risk
We have a concentration of credit risk with respect to revenue and trade receivables due to the use of channel partners to market
and sell our products. We perform periodic credit evaluations of our customers' financial condition and generally do not require
collateral. The following table outlines concentrations of risk with respect to our revenue:
ff
(as a % of revenue)
Revenue frff om channel partners
Year Ended December 31,
2022
2021
2020
24 %
24 %
22 %
ingle cus
NNo single cus
tomer or channel par
h
l
tner accounted for more than 5% of our revenue in
i
h
d f
f
2022
, 2021 or 2020.
In addition to the concentration of credit risk with respect to trade receivables, our cash and cash equivalents are also exposed to
concentration risk. Our cash and cash equivalent accounts are insured through various public and private bank deposit insurance
programs, foreign and domestic; however, a significant portion of our funds are not insured. The following table outlines
concentrations of risk with respect to our cash and cash equivalents:
(in thousands)
Cash and cash equivalents held domestically
Cash and cash equivalents held by foreign subsidiaries
Cash and cash equivalents held in excess of deposit insurance, foreign and domestic
Largest balance of cash and cash equivalents held with one financial institution, foreign
and domestic
As of December 31,
2022
2021
$
$
326,784
287,607
597,471
365,390
302,277
652,830
238,058
201,524
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Allowance for Dou
ff
btfuff l Accounts
ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
requires us to use the current expected credit loss methodology to make judgments as to our ability to collect outstanding
receivables and provide allowances for a portion of receivables over the lifetime of the receivables. Provisions are made based
upon a specific review of all significant outstanding invoices f
ff
rom both value and delinquency perspectives. For those invoices
not specifically reviewed, provisions are estimated at differing rates based upon the age of the receivable. In determining these
percentages, we consider our historical loss experience, current economic trends and future conditions.
ff
The changes in the allowance for doubtful accounts dur
ff
ing the years ended December 31, 2022, 2021 and 2020 were as follows:
(i(( n thousands)
ii
Beginning balance – January 1
Additions: Charges to costs and expenses
Deductions: Write-offs
Ending balance – December 31
2022
2021
2020
$
$
14,600
$
14,000
$
6,222
(2,522)
1,006
(406)
18,300
$
14,600
$
8,700
6,438
(1,138)
14,000
We recorded provisions for bad debts of $6.2 million, $1.0 million and $6.4 million for the years ended December 31, 2022,
2021 and 2020, respectively.
Income Taxes
ff
We account for income taxes under the as
set and liability method, which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this
method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect
of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such
determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities,
projected futur
be able to realize deferr
the valuation allowance will be recorded as a reduction to the provision for income taxes.
e taxable income, tax planning strategies and recent financial operations. In the event we determine that we will
hich a valuation allowance was used to reduce their carrying value, the adjustment to
ed tax assets for wff
ff
ff
ff
elated to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefitsff
Tax benefits r
meet a more-likely-than-not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively
settled, which means that the statute of limitations has expired or the appropriate taxing authority has completed its examination
even though the statute of limitations remains open.
We recognize interest and penalties related to income taxes within the income tax expense line in the consolidated statements of
income. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.
Foreign Currencies
ff
rency in the period in which they occur. Assets and liabilities denominated in a currency other than our
Certain of our sales and intercompany transactions are denominated in foreign currencies. These transactions are converted to
the functional cur
functional currency or our subsidiaries' functional currencies are translated at the effective exchange rate on the balance sheet
date. Gains and losses resulting from foreign exchange transactions are included in other (expense) income, net. We recorded
net foreign exchange gains of $1.6 million for the year ended December 31, 2022 and net foreign exchange losses of $1.8
million and $0.2 million for the years ended December 31, 2021 and 2020, respectively.
ff
ff
The financial statements of our foreign subsidiaries are translated from the functional (local) currency to U.S. Dollars. Assets
and liabilities are translated at the exchange rates on the balance sheet date. Results of operations are translated at average
exchange rates, which approximate rates in effect when the underlying transactions occurred.
ff
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is composed entirely of foreign currency translation adjustments.
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Earnings Per Share
Basic earnings per share (EPS) amounts are computed by dividing earnings by the weighted average number of common shares
outstanding during the period. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive
equivalents outstanding. To the extent stock awards are anti-dilutive, they are excluded from the calculation of diluted EPS.
The details of basic and diluted EPS are as follow
ff
s:
ands, except per share data)
(in thous
tt
Net income
Weighted average shares outstanding – basic
Dilutive effect of stock plans
Weighted average shares outstanding – diluted
Basic earnings per share
Diluted earnings per share
Anti-dilutive shares
Stock-Based Compensation
Year Ended December 31,
2022
2021
2020
523,710
$
454,627
$
433,887
87,051
439
87,490
$
$
6.02
5.99
300
87,100
1,002
88,102
$
$
5.22
5.16
23
85,840
1,448
87,288
5.05
4.97
23
$
$
$
We account for stock-based compensation in accordance with share-based payment accounting guidance. The guidance requires
an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-
date fair value of the award. The cost is recognized over the period during which an employee is required to provide services in
exchange for the award, typically the vesting period.
Fair Value of Financial Instruments
ff
ff
We account for certain assets and liabilities at f
measurements and disclosures. The carrying values of cash, cash equivalents, short-term investments, accounts receivable,
accounts payable, accrued expenses, other accrued liabilities and short-term obligations are deemed to be reasonable estimates
of their fair values because of their short-term nature. Our term loans are variable rate debt obligations and, therefore, the
carrying amounts approximate the fair values.
air value in accordance with the accounting guidance applicable to fair value
rr
ff
3. Revenue from Contract
s with Customers
Disaggregation of Revenue
ff
The follow
ing table summarizes revenue:
ands)
(in thous
tt
Revenue:
Subscription lease licenses
Perpetual licenses
Software licenses
Maintenance
Service
Maintenance and service
Total revenue
Year Ended December 31,
2022
2021
2020
$
687,665
$
617,643
$
500,105
301,313
988,978
1,004,245
72,330
1,076,575
328,154
945,797
896,037
64,881
960,918
280,745
780,850
840,597
59,850
900,447
$ 2,065,553
$ 1,906,715
$ 1,681,297
Direct revenue, as a percentage of total revenue
Indirect revenue, as a percentage of total revenue
76.1 %
23.9 %
76.3 %
23.7 %
77.8 %
22.2 %
Our software licenses revenue is recognized up front, while maintenance and service revenue is generally recognized over the
term of the contract.
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Deferred Revenue
ff
ff
Deferred revenue consists of billings made or payments r
The timing of revenue recognition may differ from the timing of billings to customers. Payment terms vary by the type and
location of customer and the products or services offered. The time between invoicing and when payment is due is not
ff
significant.
eceived in advance of revenue recognition from customer agreements.
The changes in deferred revenue, inclusive of both current and long-term deferred revenue, during the years ended
December 31, 2022 and 2021 were as follows:
(i(( n thousands)
ii
Beginning balance – January 1
Acquired deferred revenue
Deferral of revenue
Recognition of deferred revenue
Currency translation
Ending balance – December 31
2022
2021
$
412,781
$
388,810
5,818
3,831
2,099,550
1,937,974
(2,065,553)
(1,906,715)
(16,838)
(11,119)
$
435,758
$
412,781
Total revenue allocated to remaining performance obligations as of December 31, 2022 will be recognized as revenue as
follows:
ands)
(i(( n t
tt
ii hous
Next 12 months
Months 13-24
Months 25-36
Thereafter
Total revenue allocated to remaining performance obligations
$
846,312
356,075
170,977
43,482
$
1,416,846
Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which
includes both deferred revenue and backlog. Our backlog represents deferred revenue associated with installment billings for
periods beyond the current quarterly billing cycle and committed contracts with start dates beyond the end of the current period.
Revenue recognized during the years ended December 31, 2022 and 2021 included amounts in deferred revenue and backlog at
the beginning of the period of $764.9 million, of which $391.5 million was in deferred revenue, and $606.8 million, of which
$372.1 million was in deferred revenue, respectively.
4. Acquisitions
During the year ended December 31, 2022, we completed several strategic acquisitions to expand our solution offerings and
enhance our customers' experience. The effects of the acquisitions were not material to our consolidated results of operations
individually or in the aggregate. The combined purchase price of the acquisitions completed during the year ended December
31, 2022 was approximately $401.8 million, or $391.6 million net of cash acquired.
ff
During the year ended December 31, 2022, we incurred acquisition-related expenses of $10.3 million. Acquisition-related
expenses are recognized as selling, general and administrative and research and development expenses on the consolidated
statements of income.
ets acquired and liabilities assumed in connection with the acquisitions have been recorded based upon management's
ed and liabilities assumed in connection with the acquisitions have been recorded based upon management's
i
ollowing tables summarize the fair value of
ollowing tables summarize the fair value of
fff
i i i
f h i f
f
d f
d li bili i
fff
h f
air market values as of each respective date of acquisition. The f
sumed for the combined 2022 acquisitions at each
h
h
f
ideration and the fair values of identified assets acquired and liabilities as
ifi d
d
i d
bi d
i i i
f id
k
h
l
i
hThe ass
es i
consid
res
timates of their f i
i
d
d h f i
l
pective date of acquisition:
f
i i i
i
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Table of Contents
Fair Value of Consideration:
(i(( n thousands)
ii
Cash
Consideration not yet paid
Total consideration
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:
(i(( n thousands)
ii
Cash
Accounts receivable and other tangible assets
Developed software and core technologies (9 year weighted-average life)
Customer lists (14 year weighted-average life)
Trade names (10 year weighted-average life)
Accounts payable and other liabilities
Deferred revenue
Net deferred tax liabilities
Total identifiable net assets
Goodwill
$
$
$
$
$
396,455
5,391
401,846
10,242
4,821
127,830
7,926
5,304
(6,276)
(5,818)
(28,060)
115,969
285,877
The goodwill, which is not tax-deductible, is attributed to intangible assets that do not qualify for separate recognition,
including the assembled workforces of the acquired busines
ff
acquisitions.
ses and the synergies expected to arise as a result of the
ff
ff
The fair values of the assets acquired and liabilities as
assumptions for these items are subject to change as additional information about what was known and knowable at each
respective acquisition date is obtained during the measurement period (up to one year from the acquisition date).
sumed are based on preliminary calculations. The estimates and
We determined the fair value of our intangible assets using various valuation techniques, including the relief-from-royalty
method and the multi-period excess earnings method. These models utilize certain unobservable inputs classified as Level 3
measurements as defined by ASC 820, Fair Value Measurements and Disclosures. The determination of fair value requires
considerable judgment and is sensitive to changes in underlying assumptions, estimates and market factors. Estimating fair
value requires us to make assumptions and estimates regarding our future plans, as well as indus
These assumptions and estimates include, but are not limited to: selection of a valuation methodology, royalty rate, discount
rate and attrition rate.
try and economic conditions.
ff
The weighted-average useful life, valuation method and assumptions used to determine the fair value of the intangible assets
acquired in 2022 are as follows:
ff
Intangible Asset
Developed software and core technologies
Weighted-Average
Useful Lff
ifeff
9 years
Valuation Method
Assumptions
Multi-period excess earnings Discount rate: 9.5% - 18.0%
Trade names
Customer lists
10 years
Relief-from-royalty
14 years
Multi-period excess earnings
Royalty rate: 1.0% - 2.0%
Discount rate: 10.0% - 18.0%
Attrition rate: 5.0% - 30.0%
Discount rate: 9.5% - 15.0%
The operating results of each acquisition have been included in our consolidated financial statements since each respective date
ial to our consolidated results of operations individually
of acquisition. The effff ects of the business combinations were not mater
or in the aggregate during 2022.
ff
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Table of Contents
2021 Acquisitions
On October 1, 2021, we acquired 100% of the shares of Zemax, a leader in high-performance optical imaging system
simulation, for a purchase price of $411.5 million, paid in cash, or $399.1 million net of cash acquired from Zemax. The
acquisition expands the scope of our optical and photonics simulation portfolio by giving users comprehensive solutions that
could drive innovation in healthcare, autonomy, consumer electronics and the IIoT.
Additionally, during the year ended December 31, 2021 we completed several other acquisitions to expand our solution
offerings and enhance our customers' experience. These acquisitions were not individually significant. The combined purchase
price of these acquisitions during the year ended December 31, 2021 was $110.7 million which was paid in cash, or
$106.4 million net of cash acquired.
During the year ended December 31, 2021, we incurred $6.0 million in acquisition-related expenses, recognized as selling,
general and administrative expense on the consolidated statements of income.
The assets and liabilities of the acquisitions have been recorded based upon management's estimates of their fair market values
as of each respective date of acquisition. The following tables summar
ize the fair values of consideration transferred and the
fair values of identified assets acquired and liabilities assumed at each respective date of acquisition:
ff
Fair Value of Consideration Transferred:
ff
(i(( n t
tt
ii housands)
Cash
Zemax
Other
Acquisitions
Total
$
411,501
$
110,739 $
522,240
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:
tt
(i(( n t
ii housands)
Cash
Accounts receivable and other tangible assets
Developed software and core technologies (11 year weighted-
ff
average life)
Customer lists (8 year weighted-average life)
Trade names (10 year weighted-average life)
Accounts payable and other liabilities
Deferred revenue
Net deferred tax liabilities
Total identifiable net assets
Goodwill
Zemax
Other
Acquisitions
Total
$
12,353
$
6,831
96,000
10,000
7,000
(4,915)
(3,085)
(24,171)
$
$
100,013
311,488
$
$
4,320
2,978
32,200
2,300
1,000
$
$
$
$
$
(2,942) $
(746) $
16,673
9,809
128,200
12,300
8,000
(7,857)
(3,831)
(6,056) $
(30,227)
33,054
77,685
$
$
133,067
389,173
The goodwill, which is generally not tax-deductible, is attributed to intangible assets that do not qualify for separate
recognition, including the assembled workforff ce of the acquired businesses and the synergies expected to arise as a result of the
acquisitions.
The weighted-average useful life, valuation method and assumptions used to determine the fair value of the intangible assets
acquired with the Zemax acquisition are as follows:
Intangible Asset
Developed software and core technologies
Trade names
Customer lists
Weighted-Average
Useful Lff
ifeff
11 years
10 years
Valuation Method
Multi-period excess earnings
Relief-from-royalty
8 years
Multi-period excess earnings
Assumptions
Discount rate: 7.5%
Royalty rate: 2.0%
Discount rate: 8.0%
Attrition rate: 10.0%
Discount rate: 7.5%
The operating results of each acquisition have been included in our consolidated financial statements since each respective date
of acquisition. The effff ects of the business combinations were not mater
ial to our consolidated results of operations individually
or in the aggregate during 2021.
ff
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5. Other Receivables and Current Assets and Other Accrued Expenses and Liabilities
Our other receivables and current assets, and other accrued expenses and liabilities, comprise the following balances:
(in thousands)
Receivables related to unrecognized revenue
Income taxes receivable, including overpayments and refunds
Prepaid expenses and other current assets
Total other receivables and current assets
Consumption, sales and VAT tax liabilities
Accrued expenses and other current liabilities
Total other accrued expenses and liabilities
December 31,
2022
2021
209,139
$
200,888
28,963
51,159
289,261
41,812
156,408
198,220
$
$
$
71,332
52,435
324,655
52,630
151,879
204,509
$
$
$
Receivables related to unrecognized revenue represent the current portion of billings made for customer contracts that have not
yet been recognized as revenue.
6. Property and Equipment
Property and equipment consists of the following:
(in thousands)s
Equipment
Computer software
Buildings and improvements
Leasehold improvements
Furniture
Land
Property and equipment, gross
Less: Accumulated depreciation
Property and equipment, net
Estimated Useful Lff
ives
2022
2021
December 31,
1-15 years
1-5 years
2-40 years
1-17 years
1-12 years
$
$
127,672
27,030
38,991
27,560
15,196
2,696
239,145
(158,307)
80,838
$
$
127,093
35,134
38,391
25,948
14,773
2,696
244,035
(156,121)
87,914
Depreciation expense related to property and equipment was $29.5 million, $30.9 million and $28.0 million for the years ende
d
December 31, 2022, 2021 and 2020, respectively.
ff
7. Goodwill and Intangible Assets
Goodwill represents the excess of the fair value of consideration over the fair value of net identifiable assets acquired.
Identifiable intangible assets acquired in business combinations are recorded based on their fair values on the date of
acquisition.
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Table of Contents
Intangible assets are classified as follows:
ff
ands)
(in thous
tt
Finite-lived intangible assets:
December 31, 2022
December 31, 2021
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Developed software and core technologies
$ 1,106,789
$ (483,033) $
985,685
$ (422,797)
Customer lists
Trade names
Total
Indefinite-lived intangible asset:
Trade name
205,484
186,424
(71,618)
(135,220)
203,072
182,554
(57,175)
(128,577)
$ 1,498,697
$ (689,871) $ 1,371,311
$ (608,549)
$
357
$
357
Finite-lived intangible assets are amortized over their estimated useful lives of two years to seventeen years.
As of December 31, 2022, estimated future amortization expense for the intangible assets reflected above is as follows:
ff
(i(( n thousands)
ii
2023
2024
2025
2026
2027
Thereafter
Total intangible assets subject to amortization, net
Indefinite-lived trade name
Other intangible assets, net
The changes in goodwill during the years ended December 31, 2022 and 2021 were as follows:
(i(( n thousands)
ii
Beginning balance - January 1
Acquisitions and adjustments(1)
Currency translation
Ending balance - December 31
$
94,544
99,348
100,509
102,172
104,205
308,048
808,826
357
$
809,183
2022
2021
$
3,409,271
$
3,038,306
284,503
(35,507)
391,534
(20,569)
$
3,658,267
$
3,409,271
(1) In addition to goodwill from acquisitions completed within the period, in accordance with the accounting for business
combinations, we recorded adjustments to goodwill for the effect of changes in the provisional fair values of the assets acquired
and liabilities assumed during the measurement period (up to one year from the acquisition date) as we obtained new
information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the
measurement of the amounts recognized as of that date. Such adjustments are not material to our consolidated financial
statements.
During the first quarter of 2022, we completed the annual impairment test for goodwill and the indefinite-lived intangible asset
and determined that these assets had not been impaired as of the test date, January 1, 2022. Given the adverse economic and
market conditions during the year, we considered a variety of qualitative factors to determine if an additional quantitative
impairment test was required subsequent to our annual impairment test. Based on a variety of factors, including the excess of
the fair value over the carrying amounts in the most recent impairment test, we determined it was not more likely than not that
an impairment existed during the year. No other events or circumstances changed during the year ended December 31, 2022
that would indicate that the fair values of our reporting unit and indefinite-lived intangible asset are below their carrying
amounts.
ff
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Table of Contents
8. Fair Value Measurement
The valuation hierarchy for disclosure of assets and liabilities reported at fair value prioritizes the inputs for such valuations into
three broad levels:
•
•
•
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or
liability, either directly or indirectly through market corroboration, for substantially the full term of the financial
instrument; or
r
Level 3: unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value.
A financial asset's or liability's classification within the hierarchy is determined based on the lowest level input that is
significant to the fair value measurement.
ff
Our debt is classified within Level 2 of the fair value hierarchy because these borrowings are not actively traded and have a
variable interest rate structure based upon market rates. The carrying amount of our debt approximates the estimated fair value.
See Note 10, "Debt", for additional inforff mation on these borrowings.
The following tables provide the assets carried at fair value and measured on a recurring basis:
(in thousands)s
Assets
Cash equivalents
Short-term investments
Deferff
red compensation plan investments
Equity securities
(in thousands)
Assets
Cash equivalents
Short-term investments
Deferff
red compensation plan investments
Equity securities
Fair Value Measurements at Reporting Date Using:
December 31,
2022
Quoted Prices in
Active Markets
(Level 1)
Signififf cant Other
Observable
Inputs
(Level 2)
Signififf cant
Unobservable
Inputs
(Level 3)
110,658
183
1,618
892
$
$
$
$
110,658
$
— $
1,618
892
$
$
— $
183
$
— $
— $
—
—
—
—
Fair Value Measurements at Reporting Date Using:
December 31,
2021
Quoted Prices in
Active Markets
(Level 1)
Signififf cant Other
Observable
Inputs
(Level 2)
Signififf cant
Unobservable
Inputs
(Level 3)
87,620
361
1,602
2,500
$
$
$
$
87,620
$
— $
1,602
2,500
$
$
— $
361
$
— $
— $
—
—
—
—
$
$
$
$
$
$
$
$
The cash equivalents in the preceding tables represent money market funds, valued at net asset value, with carrying values
which approximate their fair values because of their short-term nature.
The short-term investments in the preceding tables represent deposits held by certain foreign subsidiaries. The deposits have
ff
fixed interest rates w
ith original maturities ranging from three months to one year.
The deferred compensation plan investments in the preceding tables represent trading securities held in a rabbi trust for the
benefit of non-employee directors. These securities consist of mutual funds traded in an active market with quoted prices. As a
result, the plan assets are classified as Level 1 in the fair value hierarchy. The plan assets are recorded within other long-term
assets on our consolidated balance sheets.
The equity securities represent our investment in a publicly traded company. These securities are traded in an active market
with quoted prices. As a result, the securities are classified as Level 1 in the fair value hierarchy. The securities are recorded
within other long-term assets on our consolidated balance sheets.
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Table of Contents
9. Leases
Our right-of-use (ROU) assets and lease liabilities primarily include operating leases for office space. Our executive offices and
those related to certain domestic product development, marketing, production and administration are located in a 186,000
square foot office facility in Canonsburg, Pennsylvania. The term of the lease is 183 months, which began on October 1, 2014
and expires on December 31, 2029. The lease agreement includes options to renew the contract through August 2044, an option
to lease additional space in January 2025 and an option to terminate the lease in December 2025. No options are included in the
lease liability as renewal is not reasonably certain. In addition, we are reasonably certain we will not terminate the lease
agreement. Absent the exercise of options in the lease, our remaining base rent (inclusive of property taxes and certain
operating costs) is $4.5 million per annum through 2024 and $4.7 million per annum for 2025 - 2029.
rr
The components of our global lease cost reflected in the consolidated statements of income for the years ended December 31,
2022, 2021 and 2020 are as follows:
ff
(i(( n thousands)
ii
Lease liability cost
Variable lease cost not included in the lease liability(1)
Total lease cost
2022
2021
2020
$
$
27,543
4,436
31,979
$
$
28,357
4,085
32,442
$
$
24,818
5,067
29,885
(1) Variable lease cost includes common area maintenance, property taxes, utilities and fluctuations in rent due to a change in an
index or rate.
Other inforff mation related to operating leases for the years ended December 31, 2022, 2021 and 2020 is as follows:
ff
(i(( n thousands)
ii
ff
Cash paid for amounts included in the measurement of the lease liability:
2022
2021
2020
Operating cash flows from operating leases
$
Right-of-use assets obtained in exchange for new operating lease liabilities $
(26,767) $
(28,474) $
(22,470)
36,735
$
13,586
$
48,248
Weighted-average remaining lease term of operating leases
Weighted-average discount rate of operating leases
The maturity schedule of the operating lease liabilities as of December 31, 2022 is as follows:
(i(( n thousands)
ii
2023
2024
2025
2026
2027
Thereafter
Total future lease payments
Less: Present value adjustment
Present value of future lease payments(1)
As of December 31,
2022
2021
6.9 years
7.2 years
3.1 %
3.0 %
$
26,559
24,092
20,434
18,655
18,071
43,427
151,238
(15,633)
$
135,605
(1)Includes the current portion of operating lease liabilities of $22.8 million, which is reflected in other accrued expenses and
liabilities in the consolidated balance sheets.
There were no material leases that have been signed but not yet commenced as of December 31, 2022.
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Table of Contents
10. Debt
On June 30, 2022, we entered into a credit agreement (2022 Credit Agreement) with PNC Bank, National Association, as
administrative agent, swing line lender, and an L/C issuer, the lenders party thereto, and the other L/C issuers party thereto. The
2022 Credit Agreement refinanced our previous credit agreements in their entirety. Terms used in this description of the 2022
Credit Agreement with initial capital letters that are not otherwise defined herein are as defined in the 2022 Credit Agreement.
The 2022 Credit Agreement provides for a $755.0 million unsecured term loan facility and a $500.0 million unsecured
revolving loan facility, which includes a $50.0 million sublimit for the issuance of letters of credit. The revolving loan facility is
available for working capital and general corporate purposes. Each of the term loan facility and the revolving loan facility
matures on June 30, 2027.
r
The term loan facility was advanced by the lenders thereunder to refinance and replace our (i) Credit Agreement, dated as of
February 22, 2019, as amended, among us, as borrower, Bank of A
merica, N.A., as administrative agent, swing line lender and
an L/C issuer, the lenders party thereto, and the other L/C issuers party thereto and (ii) Credit Agreement, dated as of November
9, 2020, among us, as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto (together, the
"Prior Credit Agreements").
Borrowings under the term loan and revolving loan facilities accrue interest at a rate that is based on the Term SOFR plus an
applicable margin or at the base rate plus an applicable margin, at our election. The base rate is the highest of (i) the Overnight
Bank Funding Rate, plus 0.500%, (ii) the PNC Bank, National Association prime rate and (iii) Daily Simple SOFR plus an
adjustment for SOFR plus 1.00%. The applicable margin for the borrowings is a percentage per annum based on the lower of
(1) a pricing level determined by our then-current consolidated net leverage ratio and (2) a pricing level determined by our
public debt rating (if available).
The 2022 Credit Agreement also provides for the option to add certain foreign subsidiaries as bor
Euros, Sterling, Yen and Swiss Francs under the revolving loan facility, up to a sublimit of $150.0 million. Borrowings under
ff
the revolving loan facility denominated in these currencies will accrue interest at a rate that is based on (a) for Euros, €STR, (b)
for Sterling, SONIA, (c) f
en, TONAR and (d) for Swiss Francs, SARON, plus an applicable margin calculated as described
ff
above.
rowers and to borrow in
or Yff
ff
Under the 2022 Credit Agreement and Prior Credit Agreements, the weighted average interest rates in effect for the years ended
December 31, 2022 and 2021 were 2.72% and 1.37%, respectively. The rate in effect as of December 31, 2022 and for the first
quarter of 2023 under the 2022 Credit Agreement is 5.56%.
The 2022 Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events
of default. The 2022 Credit Agreement also contains a financial covenant requiring us and our subsidiaries to maintain a
consolidated net leverage ratio not in excess of 3.50 to 1.00 as of the end of any fiscal quarter (for the four-quarter period
ending on such date) with an opportunity for a temporary increase in such consolidated net leverage ratio to 4.00 to 1.00 upon
the consummation of certain qualified acquisitions for which the aggregate consideration is at least $250.0 million.
ff
As of December 31, 2022, we had $755.0 million of borrowings outstanding under the term loan, with a carrying value of
$753.6 million, which is net of $1.4 million of unamortized debt discounts and issuance costs. The total amount was included in
long-term debt. As of December 31, 2022, no borrowings were outstanding under the revolving loan facility.
As of December 31, 2021, we had $755.0 million of borrowings outstanding under term loans under the Prior Credit
Agreements, with a carrying value of $753.6 million, which is net of $1.4 million of unamortized debt discounts and issuance
costs. The total amount was included in long-term debt. As of December 31, 2021, no borrowings were outstanding under the
.
revolving loan facility under the Prior Credit Agreements
ff
We were in compliance with all covenants under the 2022 Credit Agreement and the Prior Credit Agreements as of
December 31, 2022 and December 31, 2021, respectively.
As of December 31, 2022, all debt is scheduled to mature in 2027 with no principal payments required prior to the maturity
date.
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Table of Contents
11. Income Taxes
e income tax provision included the following components:
ion
i
i
I
ncome beforff
b f
ands)
(in thous
tt
Domestic
Foreign
Total
The ppr
iovisi
ion for income taxes was composed of the following:
or income taxes
fff
f
ands)
(in thous
tt
Current:
Federal
State
Foreign
Deferred:
Federal
State
Foreign
Total
Year Ended December 31,
2022
504,797
70,518
575,315
$
$
2021
460,395
54,959
515,354
$
$
2020
465,382
28,543
493,925
Year Ended December 31,
2022
2021
2020
103,007
11,286
68,028
(94,398)
(9,647)
(26,671)
51,605
$
$
44,805
6,626
43,786
(32,449)
(1,691)
(350)
60,727
$
$
26,855
12,738
51,377
(12,203)
(2,119)
(16,610)
60,038
$
$
$
$
The reconciliation of the U.S. federal statutory tax rate to the consolidated effective tax rate was as follows:
ff
Federal statutory tax rate
Nondeductible expenses
State income taxes, net of federal benefit
Foreign rate differential
Stock-based compensation
U.S. federal tax (benefit) expense on foreign earnings
Benefit from tax planning and entity s
Research and development credits
Foreign-derived intangible income deduction
Other
rr
tructur
ff
ing activities
Year Ended December 31,
2022
2021
2020
21.0 %
2.3
0.9
—
(1.5)
(2.4)
(2.5)
(3.2)
(5.7)
0.1
9.0 %
21.0 %
2.8
0.6
(0.1)
(5.4)
0.4
(0.8)
(3.1)
(4.0)
0.4
11.8 %
21.0 %
0.7
1.6
0.4
(3.6)
(1.7)
(1.5)
(3.2)
(2.8)
1.3
12.2 %
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Table of Contents
The components of deferred tax assets and liabilities are as follows:
ff
(in thousands)
Deferred tax assets:
Research and experimentation capitalization
Uncertain tax positions
Net operating loss carryforwards
Operating lease liabilities
Debt obligation basis difference
Stock-based compensation
Employee benefits
Research and development credits
Allowance for doubtful accounts
Other
Valuation allowance
Total deferred tax assets
ff
Deferred tax liabilities:
Other intangible assets
Operating lease right-of-use assets
Deferred revenue
Property and equipment
Total deferred tax liabilities
Net deferred tax assets (liabilities)
December 31,
2022
2021
$
$
$
85,677
41,569
39,034
31,726
28,758
27,548
13,343
5,390
4,376
2,638
(17,336)
262,723
(192,018)
(30,308)
(8,979)
(5,029)
(236,334)
26,389
$
—
35,574
47,235
30,634
—
25,578
12,902
5,393
3,522
1,926
(14,936)
147,828
(173,895)
(29,296)
(19,521)
(5,785)
(228,497)
(80,669)
The net increase in the valuation allowance was primarily due to $3.2 million net increases in unrealizable tax assets, partially
offff sff et by $0.8 million of currency fluctuations on balances relating to foreign jurisdictions. As of each reporting date,
management considers new evidence, both positive and negative, that could affect the future realization of deferred tax assets. If
management determines it is more likely than not that an asset, or a portion of an asset, will not be realized, a valuation
allowance is recorded.
ff
ff
As of December 31, 2022, we had federal net operating loss carryforwards of $15.9 million, which are subject to limitations of
their utilization. Losses totaling $15.1 million are not currently subject to expiration dates, while the remaining $0.8 million of
losses expire between 2028 - 2037. Deferred tax assets of $1.9 million have been recorded for state operating loss
carryfrr orwards. These losses expire between 2031 - 2043, and are subject to limitations on their utilization. We had total f
ff
net operating loss carryforwards of $144.4 million, of which $104.6 million are not currently subject to expiration dates. The
remainder, $39.8 million, expires between 2025 - 2038. We had tax credit carryforwar
are not currently subject to expiration dates and $6.6 million expire in various years between 2023 - 2042. Of these tax credit
carryfrr orff wards, $1.0 million are subject to limitations on their utilization.
ds of $7.1 million, of which $0.5 million
oreign
ff
In general, it is our intention to permanently reinvest all earnings in excess of previously taxed amounts. Substantially all of the
pre-2018 earnings of our non-U.S. subsidiaries were taxed through the transition tax and post-2018 current earnings are taxed as
part of global intangible low-taxed income tax expense. These taxes increase our previously taxed earnings and allow for the
repatriation of the majority of our foreign earnings without any residual U.S. federal tax. Unrecognized provisions for taxes on
indefinitely reinvested undistributed earnings of foreign subsidiaries would not be significant.
ff
77
Table of Contents
ff
The follow
ing is a reconciliation of the total amounts of unrecognized tax benefits:
ff
ff
ands)
anuary 1
(in thous
tt
Unrecognized tax benefit as of J
Gross changes—acquisitions
Gross increases—tax positions in prior period
Gross decreases—tax positions in prior period
Gross increases—tax positions in current period
Reductions due to a lapse of the applicable statute of limitations
Changes due to currency fluctuation
Settlements
Unrecognized tax benefit as of December 31
Year Ended December 31,
2022
2021
2020
39,641
—
403
(2,780)
13,905
(3,743)
(1,654)
—
45,772
$
$
24,075
—
10,183
(2,281)
13,223
(3,226)
(912)
(1,421)
39,641
$
$
49,085
(24,963)
1,572
—
1,281
(3,502)
994
(392)
24,075
$
$
We believe that it is reasonably possible that $3.5 million of uncertain tax positions included in the table above may be resolved
within the next twelve months as a result of settlement with a taxing authority or a lapse of the statute of limitations. If the
unrecognized tax benefit as of December 31, 2022 were to be recognized, a benefit of $15.1 million would impact the effective
ff
tax rate.
We recognize interest and penalties related to income taxes as income tax expense. We recorded penalty expense of $0.7
million, $1.8 million and $0.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. We recorded
interest expense of $0.1 million for the year ended December 31, 2022, interest income of $0.2 million for the year ended
December 31, 2021 and interest expense of $0.3 million for the year ended December 31, 2020. As of December 31, 2022, we
accrued a liability for penalties of $7.9 million and interest of $3.0 million. As of December 31, 2021, we accrued a liability for
penalties of $7.2 million and interest of $5.2 million.
We are subject to taxation in the United States and various states and foreign jurisdictions. In the United States, our only major
tax jurisdiction, the 2017 - 2022 tax years are open to examination by the Internal Revenue Service.
12. Pension and Profit-Sharing Plans
We have a 401(k) plan for all qualifying domestic employees that permits participants to defer a portion of their pay pursuant to
Section 401(k) of the Internal Revenue Code. We make matching contributions on behalf of each eligible participant in an
amount equal to 100% of the first 3% and an additional 25% of the next 5%, for a maximum total of 4.25% of the employee's
eligible compensation. We may make discretionary matching contributions. We may also make discretionary nonelective
contributions in an amount to be determined by the Board of Directors for each plan year, provided the employee is employed
at the end of the year and has worked at least 1,000 hours. Domestic employees of acquired businesses may participate in the
401(k) plan when their benefits are transitioned. We also maintain and contribute to various defined contribution and defined
benefit pension arrangements for our international employees. We meet the minimum statutory funding requirements for our
forff eign plans. As of December 31, 2022 and 2021, the total unfunded portions of the benefit obligations were $9.4 million and
$9.2 million, respectively.
Expenses related to our retirement programs were $21.9 million in 2022, $20.0 million in 2021 and $18.7 million in 2020.
13. Non-Compete and Employment Agreements
Our employees have signed agreements under which they have agreed not to disclose trade secrets or confidential information
that, where legally permitted, restrict engagement in or connection with any business that is competitive with us anywhere in
the world while employed by us (and, in some cases, for specified periods thereafter in relevant geographic areas), and that any
products or technology created by them during their term of employment are our property. In addition, we require all channel
partners to enter into agreements not to disclose our trade secrets and other proprietary information.
We have an employment agreement with our Chief Executive Officer. Under the terms of the employment agreement, in the
event that the Chief Executive Officer's employment with us is terminated by us without "Cause" or as a result of his
resignation with "Good Reason," (each as defined in the agreement) the Chief Executive Officer will be entitled to (i) receive an
amount equal to two times the sum of his then effective base salary plus his target bonus, payable over 24 months in equal
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Table of Contents
installments, (ii) in certain circumstances, a monthly payment would be made by us of an amount equal to the employer health
insurance contribution amount that would have been paid to the Chief Executive Officer for at most 24 months follow
ing such
termination and (iii) the period of time during which the Chief Executive Officer may exercise his vested stock options shall be
extended to the longer of (x) three months after his date of termination or (y) seven days after the commencement of our first
open trading window that occurs after the date of termination, but in no event later than the 10-year expiration date of such
options. During his employment with us and for two years thereafter, following termination of employment under certain
circumstances described in the contract, he will be subject to non-competition and non-solicitation obligations.
ff
ff
If a termination under the circumstances described above occurs during the period beginning 60 days prior to the effective date
of a definitive agreement that will result in a change in control and ending 18 months after the consummation (closing) of a
change in control, then, in lieu of the benefits described in the foregoing paragraph, the Chief Executive Officer will be entitled
to (a) the amounts described in clause (i) above, which will be paid in a lump sum in certain circumstances rather than over 24
months, (b) the acceleration and vesting of all outstanding stock-based awards held by the Chief Executive Officer, subject to
any performance or metric-based requirements set forth therein which shall be separately determined as set forth in the
applicable award agreement and (c) in certain circumstances, a monthly payment by us of an amount equal to the employer
health insurance contribution amount that would have been paid to the Chief Executive Officer for at most 24 months following
such termination.
We also have employment agreements with several other employees, primarily in foreign jurisdictions. The terms of these
employment agreements generally include annual compensation and non-compete clauses.
14. Stock-Based Compensation
On May 14, 2021, our stockholders approved the ANSYS, Inc. 2021 Equity and Incentive Compensation Plan (the 2021 Plan).
The 2021 Plan is a long-term incentive plan pursuant to which awards may be granted to directors, officers, other employees
and certain consultants of Ansys and its subsidiaries. These awards include stock option rights, stock appreciation rights,
restricted stock, restricted stock units, cash incentives, performance shares, performance units and other awards. The 2021 Plan
authorizes 4.4 million shares of common stock for issuance, plus 1.6 million shares that remained available for issuance under
the Fifth Amended and Restated ANA SYS, Inc. 1996 Stock Option and Grant Plan (the Predecessor Plan) as of the effective date
of the 2021 Plan plus any shares relating to the outstanding awards under the Predecessor Plan or the 2021 Plan that are
subsequently forfeited. As of the effff ective date of the 2021 Plan, grants were no longer made under the Predecessor Plan.
ff
The 2021 Plan requires a minimum vesting period or performance period of one year for most award types and a maximum
period for options to be exercisable as ten years from the grant date. Upon the death or disability of a participant, performance
awards are vested pro-rata, subject to any performance target requirements, and all other awards become fully vested. The
Compensation Committee of the Board of Directors may, at its sole discretion, accelerate the date or dates on which an award
granted under the 2021 Plan may vest in the event of a change in control or an employee's termination of employment. A
change in control will result in awards either being assumed by the acquirer or the pre-existing awards becoming immediately
vested and earned at target award levels. In the event an employee is terminated without cause within 18 months after the
change in control, any assumed awards will become immediately vested.
ff
We currently issue shares related to exercised stock options or vested awards from our existing pool of treasury shares and have
no specific policy to repurchase treasury shares as stock options are exercised or as awards vest. If the treasury pool is depleted,
we will issue new shares.
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Table of Contents
Total stock-based compensation expense recognized for the years ended December 31, 2022, 2021 and 2020 is as follows:
ands, except per share amounts)
(in thous
tt
Cost of sales:
Maintenance and service
Operating expenses:
Selling, general and administrative
Research and development
Stock-based compensation expense before taxes
Related income tax benefits
Stock-based compensation expense, net of taxes
Net impact on earnings per share:
Basic earnings per share
Diluted earnings per share
Year Ended December 31,
2022
2021
2020
10,073
12,390
13,626
93,117
64,938
168,128
(50,209)
117,919
$
91,772
62,176
166,338
(75,241)
91,097
$
(1.35) $
(1.35) $
(1.05) $
(1.03) $
73,491
58,498
145,615
(56,485)
89,130
(1.04)
(1.02)
$
$
$
As of December 31, 2022, total unrecognized estimated compensation expense related to awards granted prior to that date was
$241.6 million, which is expected to be recognized over a weighted average period of 1.5 years. Forfeitures of awards are
accounted for as they occur.
Stock Options
Prior to 2017, we granted stock option awards. The value of each stock option award was estimated on the date of grant, or date
of acquisition for options issued in a business combination, using the Black-Scholes option pricing model (Black-Scholes
model). The determination of the fair value of stock-based payment awards using an option pricing model was affected by our
stock price as well as assumptions regarding a number of complex and subjective variables. These variables included our stock
volatility during the preceding six years, actual and projected employee stock option exercise behaviors, interest rate
assumptions using the five-year U.S. Treasury Note yield on the date of grant or acquisition date and expected dividends. The
stock-based compensation expense for options was recorded ratably over the requisite service period.
As of December 31, 2022, there is no unrecognized estimated compensation cost related to unvested stock options.
Inforff mation regarding stock option transactions is summarized below:
(options in t
tt
ii hous
ands)s
Outstanding, beginning of year
Granted
Exercised
Forfeited
Outstanding, end of year
Vested and Exercisable, end of year
Nonvested
Year Ended December 31,
2022
2021
2020
Weighted-
Average
Exercise
Price
Weighted-
Average
Exercise
Price
Options
Options
Weighted-
Average
Exercise
Price
Options
$
375
— $
(148) $
(1) $
$
226
226
$
— $
83.67
—
67.56
67.44
94.24
94.24
—
$
648
— $
(270) $
(3) $
$
375
375
$
— $
74.26
—
61.42
55.46
83.67
83.67
—
$
984
— $
(336) $
— $
$
648
648
$
— $
67.49
—
54.43
—
74.26
74.26
—
80
Table of Contents
Weighted Average Remaining Contractual Term (in years)rr
Outstanding
Vested and Exercisable
Nonvested
Aggregate Intrinsic Value (in thousands)
((
Exercised
Outstanding
Vested and Exercisable
Nonvested
Compensation Expense - Stock Options (in thousands)
((
2022
2021
2020
3.53
3.53
0.00
30,358
33,361
33,361
$
$
$
— $
— $
3.09
3.09
0.00
82,790
118,995
118,995
$
$
$
— $
— $
2.93
2.93
0.00
78,269
187,679
187,679
—
1,030
$
$
$
$
$
Information regarding stock options outstanding as of December 31, 2022 is s
ff
ummarized below:
((
(opt
itt ons in thousands)
Options Outstanding & Exercisable
Range of Exercise Prices
$12.26 - $86.01
$86.57
$94.15
$95.09
Weighted-
Average
Remaining
Contractual
years)
ff
Life (
Weighted-
Average
Exercise
Price
1.02 $
2.67 $
2.58 $
3.67 $
80.88
86.57
94.15
95.09
Options
9
8
1
208
There were no unvested stock options as of December 31, 2022.
Restricted Stock Units
Under the terms of the 2021 Plan, we issue various restricted stock unit awards (RSUs). The following table summarizes the
types of awards and vesting conditions:
Award
Restricted stock units with a service
condition only
Vesting Period
Three years
Vesting Condition
Continued employment through the vesting period. One third
vests annually.
Restricted stock units with an operating
performance and service condition
Three years
Restricted stock units with a market and
service condition
Three years
Operating performance metrics as defined at the beginning of
each sub-performance period and subject to continued
employment through the vesting period.
Our performance measured by total stockholder return relative
to the Nasdaq Composite Index for the performance period
and subject to continued employment through the vesting
period.
ff
The fair value of RS
is recognized straight-line over the vesting period.
Us with only a service condition is based on the fair market value of our stock on the date of the grant and
ff
The fair value of RSUs with operating per
grant and is recognized from the grant date through the vesting period based on management's estimates concerning the
probability of operating perforff mance metric achievement.
forff mance metrics is based on the fair market value of our stock on the date of the
81
Table of Contents
ff
The fair values of RSU
s with a market condition were estimated using a Monte Carlo simulation model and are recognized over
the vesting period. The determination of the fair values of the awards was affected by the grant date and several variables, each
of which has been identified in the chart below:
Assumptions used in Monte Carlo lattice pricing model
Risk-free interest rate
Expected dividend yield
Expected volatility—Ansys stock price
Expected volatility—Nasdaq Composite Index
Expected term
Correlation factor
Weighted average fair value per share
ff
Year Ended December 31,
2022
1.8%
—%
37%
26%
2.8 years
0.84
$290.65
2021
0.3%
—%
36%
26%
2.8 years
0.84
$238.87
2020
0.7%
—%
25%
18%
2.8 years
0.77
$245.08
Total compensation expense for employee RSU awards recorded for the years ended December 31, 2022, 2021 and 2020 was
$161.7 million, $160.2 million and $138.3 million, respectively.
Information regarding all employee RSU transactions is summarized below:
2022
2021
2020
Year Ended December 31,
Weighted-
Average
Grant Date
Fair Value
Weighted-
Average
Grant Date
Fair Value
277.71
299.58
Weighted-
Average
Grant Date
Fair Value
201.98
333.50
$
$
$
$
RSUs
RSUs
RSUs
1,323
501
1,068
851
(RSUs in thousands)
Nonvested, beginning of year
Granted(1)
Performance adjustment - awards
with market condition(2)
Performance adjustment - awards
with performance condition(2)
Vested
Forfeited
ff
Nonvested, end of year
(1) Includes all RSUs granted during the year. RSUs with operating performance conditions are issued annually and have one
performance cycle or three sub-performance cycles. Performance conditions are assigned near the beginning of each
performance cycle or s
ff
that time.
ub-performance cycle, as applicable, and awards are reflected as grants at the target number of units at
73
$
(592) $
(182) $
$
1,210
(10) $
(742) $
(62) $
$
63
$
(793) $
(43) $
$
300.28
256.72
295.13
302.09
376.48
194.50
263.13
277.71
1,618
501
279.08
158.13
193.28
201.98
165.26
256.47
238.99
276.73
191.76
(8) $
1,323
1,068
$
$
18
17
$
$
(2) RSUs with a market or performance condition are granted at target and vest based on achievement of the market or operating
performance and service conditions. The actual number of RSUs issued may be more or less than the target RSUs depending on
the achievement of the market or operating performance conditions.
Board of Directorsrr
Prior to 2016, we granted deferred stock awards to non-employee Directors, which are rights to receive shares of common stock
upon termination of service as a Director. Associated with these awards, we established a non-qualified 409(a) deferred
compensation plan with assets held under a rabbi trust to provide Director
During open trading windows and at their elective option, the Directors may convert their Ansys shares into a variety of non-
Ansys-stock investment options in order to diversify a portion of their holdings, subject to meeting ownership guidelines.
s an opportunity to diversify their vested awards.
r
82
Table of Contents
Information regarding deferred stock aw
ff
ards to non-employee Directors is summarized below:
Deferred Awards Outstanding, beginning of year
Shares Diversifiedff
Deferred Awards Outstanding, end of year
Deferred Awards Outstanding, beginning of year
Shares Diversifiedff
Shares Issued Upon Retirement
Deferred Awards Outstanding, end of year
Deferred Awards Outstanding, beginning of year
Shares Diversifiedff
Deferred Awards Outstanding, end of year
Year Ended December 31, 2022
Diversififf ed
Undiversified
Total
6,998
—
6,998
56,824
—
56,824
63,822
—
63,822
Year Ended December 31, 2021
Diversififf ed
Undiversified
Total
6,998
—
—
6,998
58,681
—
(1,857)
56,824
65,679
—
(1,857)
63,822
Year Ended December 31, 2020
Diversififf ed
Undiversified
Total
5,598
1,400
6,998
60,081
(1,400)
58,681
65,679
—
65,679
Information regarding RSU awards to non-employee Directors is summarized below:
ff
2022
2021
2020
Year Ended December 31,
Nonvested, beginning of year
Granted
Vested
Forfeited
Nonvested, end of year
Weighted-
Average
Grant Date
Fair Value
330.08
254.23
330.08
—
254.23
BOD RSUs
$
6,428
9,515
$
(6,428) $
— $
$
9,515
Weighted-
Average
Grant Date
Fair Value
253.93
329.78
255.06
—
330.08
BOD RSUs
$
8,071
6,576
$
(8,219) $
— $
$
6,428
Weighted-
Average
Grant Date
Fair Value
187.53
253.40
193.35
253.93
253.93
BOD RSUs
$
9,688
9,664
$
(10,704) $
(577) $
$
8,071
The RSUs to non-employee Directors vest in full upon the earlier of one year from the date of grant or the date of the next
regular meeting of stockholders. If a non-employee Director retires prior to the vest date, the non-employee Director receives a
pro-rata portion of the RSUs. Total compensation expense associated with the awards recorded for the years ended December
31, 2022, 2021 and 2020 was $2.3 million, $2.1 million and $2.2 million, respectively.
Employee Stock Purchase Plan
On May 12, 2022, our stockholders approved the ANSYS, Inc. 2022 Employee Stock Purchase Plan (2022 ESPP) and the
reservation by our Board of Directors of 750,000 shares of common stock for issuance under the 2022 ESPP. On October 27,
2022 our Board of Directors approved the amendment and restatement of the 2022 ESPP. The 2022 ESPP replaced the 1996
Employee Stock Purchase Plan (1996 Plan) in its entirety. The shares issued in both January and July 2022 were under the 1996
Plan. Shares issued in 2023 and beyond will be under the 2022 ESPP. The 2022 ESPP and 1996 Plan (Purchase Plans) allow
our employees and employees of our designated subsidiaries to purchase shares of our common stock at a discount to fair
market value. There were 750,000 shares available for future purchases as of December 31, 2022.
The Purchase Plans are administered by the Compensation Committee. Offerings under the Purchase Plans commence on the
first business day occurring on or before each February 1 and August 1, and end on the last business day occurring on or before
the follow
ing July 31 and January 31, respectively. An employee who owns or is deemed to own shares of stock representing in
ff
excess of 5% of the combined voting power of all classes of our stock may not participate in the Purchase Plans.
83
Table of Contents
ff
ff
During each offering, an eligible employee may purchase shares by authorizing payroll deductions of up to 10% of his or her
cash compensation during the offff ering period. The maximum number of shares that may be purchas
employee during any offering period is limited to 3,840 shares. Subject to limitations within the Purchase Plans, each
employee's accumulated payroll deductions will be used to purchase common stock on the last day of the applicable offering
period at a price equal to 90% (or 85% for offering periods after January 31, 2023) of the fair market value of the common
stock on the first or last day of the applicable offering period, whichever is less. Under applicable tax rules, an employee may
not accrue at a rate that exceeds $25,000 of fair market value of stock (determined on the option grant date or dates) for each
calendar year in which the option to purchase shares is outstanding at any time. As of December 31, 2022, no shares of
common stock had been issued under the 2022 ESPP. There were 0.1 million shares issued during the year ended December 31,
2022 under the 1996 Plan. The total compensation expense recorded under the 1996 Plan during the years ended December 31,
2021 and 2020 was $4.0 million and $4.1 million, respectively. The total compensation expense recorded under the 1996 Plan
and 2022 ESPP during the year ended December 31, 2022 was $4.2 million.
ed by any participating
15. Stock Repurchase Program
Under our stock repurchase program, we repurchased shares as follows:
(in thousands, except per share data)
Number of shares repurchased
Average price paid per share
Total cost
Year Ended December 31,
2022
2021
2020
725
283.38
205,571
$
$
347
388.35
134,679
$
$
690
233.48
161,029
$
$
As of December 31, 2022, 1.7 million shares remained available for repurchase under the program.
16. Royalty Agreements
We have entered into various renewable license agreements under which we have been granted access to the licensor's
technology and the right to sell the technology in our product line. Royalties are payable to developers of the software at
various rates and amounts, which generally are based upon unit sales, revenue or flat fees. Royalty fees are reported in cost of
software licenses and were $32.0 million, $36.9 million and $29.6 million for the years ended December 31, 2022, 2021 and
2020, respectively.
17. Geographic Information
ff
Revenue to external customers is attributed to individual countries based upon the location of the customer. Revenue by
geographic area was as follows:
ands)
(in thous
tt
United States
Germany
Japan
South Korea
Other EMEA
Other international
Total revenue
Year Ended December 31,
2022
2021
2020
$
932,587
$
867,125
$
198,612
186,199
127,948
349,159
271,048
158,541
193,096
105,853
359,074
223,026
776,716
160,771
183,117
74,953
307,933
177,807
$
2,065,553
$
1,906,715
$
1,681,297
84
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Property and equipment by geographic area was as follows:
(in thousands)
United States
India
Germany
Other EMEA
Other international
December 31,
2022
2021
$
58,258
$
62,880
5,978
2,533
8,510
5,559
6,144
4,434
9,215
5,241
Total property and equipment, net
$
80,838
$
87,914
18. Unconditional Purchase Obligations
We have entered into various unconditional purchase obligations which primarily include minimum royalty contracts, software
licenses and support, and network services. We expended $54.8 million, $44.9 million and $37.2 million related to
unconditional purchase obligations that existed as of the beginning of each year for the years ended December 31, 2022, 2021
and 2020, respectively. Future expenditures under unconditional purchase obligations in effect as of December 31, 2022 are as
ff
follow
s:
ii
(i(( n thousands)
2023
2024
2025
2026
2027
Total
$
54,775
18,832
4,446
3,542
2,663
$
84,258
19. Contingencies and Commitments
We are subject to various claims, investigations, and legal and regulatory proceedings that arise in the ordinary course of
business, including, but not limited to, commercial disputes, labor and employment matters, tax audits, alleged infringement of
third parties' intellectual property rights and other matters. In our opinion, the resolution of pending matters is not expected to
have a material adverse effect on our consolidated results of operations, cash flows or financial position. However, each of
these matters is subject to various uncertainties and it is possible that an unfavorable resolution of one or more of these
proceedings could materially affect our consolidated results of operations, cash flows or financial position.
Our Indian subsidiary has several service tax audits pending that have resulted in formal inquiries being received on
transactions through mid-2012. We could incur tax charges and related liabilities of $6.9 million. As such charges are not
probable at this time, a reserve has not been recorded on the consolidated balance sheet as of December 31, 2022. The service
tax issues raised in our notices and inquiries are very similar to the case, M/s Microsoft Corporation (I) (
Commissioner of Service Tax, New Delhi, wherein the Delhi Customs, Excise and Service Tax Appellate Tribunal (CESTAT)
issued a favorable ruling to Microsoft. The Micros
upreme Court by the Indian
tax authority and a decision is still pending. We can provide no assurances on the impact that the present Microsoft case's
decision will have on our cases, however, an unfavorable ruling in the Microsoft case may impact our assessment of probability
and result in the recording of a $6.9 million reserve. We are uncertain as to when these service tax matters will be concluded.
oft ruling was subsequently challenged in the S
P) Ltd. Vs.
r
rr
ff
We sell software licenses and services to our customers under contractual agreements. Such agreements generally include
certain provisions indemnifying the customer against claims, by third parties, of infringement or misappropriation of their
intellectual property rights arising from such customer’s usage of our products or services. To date, payments related to these
indemnification provisions have been immaterial. For several reasons, including the lack of prior material indemnification
claims, we cannot determine the maximum amount of potential future payments, if any, r
provisions.
elated to such indemnification
ff
85
Table of Contents
20. Subsequent Event
In January 2023, we had a $120.7 million cash outflow (net of cash acquired) associated with a strategic acquisition. The
acquisition was funded with our existing cash balance. Due to the limited time since the acquisition date, the initial accounting
for the business combination is incomplete. As a result, we are unable to provide the amount recognized as of the acquisition
date for the major classes of assets acquired and liabilities assumed. The preliminary allocation of purchase price will be
included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2023. We do not expect the operation to
be material to our financial results.
86
Table of Contents
EXHIBIT INDEX
Exhibit No.
3.1
Exhibit
Restated Certificate of Incorporation of ANSYS, Inc., dated May 25, 2022 (filed as Exhibit 4.1 to the
ff
Company’s Registration Statement on Form S-8, filed June 13, 2022, and incorporated herein by refer
ence).
3.2
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
Fourth Amended and Restated By-Laws of ANSYS, Inc., adopted and effective May 16, 2022 (filed as Exhibit
3.2 to the Company’s Current Report on Form 8-K, filed May 17, 2022, and incorporated herein by reference).
r
Description of Securities
Form of Indemnification Agreement between ANSYS, Inc. and Non-Employee Directors (filed as Exhibit 10.1
to the Company's Current Report on Form 8-K, filed March 20, 2013, and incorporated herein by reference).*
Non-Employee Director Deferred Compensation Plan (filed as Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q, filed November 7, 2019, and incorporated herein by reference).*
Executive Severance Plan, as amended and restated, dated July 29, 2014 (filed as Exhibit 10.3 to the Company’s
Annual Report on Form 10-K, filed February 27, 2020, and incorporated herein by reference).*
Fourth Amended and Restated ANAA SYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K, filed May 17, 2011, and incorporated herein by reference).*
ff
Form of Deferred Stock Unit Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock
Option and Grant Plan (filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K, filed February 27,
2020, and incorporated herein by reference).*
ff
Form of Employee Non-Qualified Stock Option Agreement under the Fourth Amended and Restated ANSYS,
Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q,
filed May 2, 2013, and incorporated herein by reference).*
ff
Fifth Aff
mended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Appendix 1 to the
Company's Definitive Proxy Statement on Schedule 14A filed March 31, 2016 and incorporated herein by
reference).*
Form of Employee Non-Qualified Stock Option Agreement under the Fifth Amended and Restated ANSYS, Inc.
1996 Stock Option and Grant Plan (filed as Exhibit 10.36 to the Company's Annual Report on Form 10-K, filed
February 23, 2017, and incorporated her
ein by reference).*
rr
2019 Form of Special Performance Stock Unit Agreement under the Fifth Amended and Restated ANSYS, Inc.
1996 Stock Option and Grant Plan (filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed
February 27, 2020, and incorporated her
ein by reference).*
rr
nc.
2020 Form of Award Notice (Total Shareholder Return) under the Fifth Amended and Restated ANSYS, I
1996 Stock Option and Grant Plan (filed as Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q,
filed May 6, 2020, and incorporated herein by reference).*
ff
ff
2020 Form of Award Notice (Annual Contract Value) under the Fifth Amended and Restated ANSYS, Inc. 1996
Stock Option and Grant Plan (filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed
February 24, 2021, and incorporated herein by reference)
.*
ff
2021 Form of Award Notice (Annual Contract Value) under the Fifth Amended and Restated ANSYS, Inc. 1996
Stock Option and Grant Plan (filed as Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q, filed
May 5, 2021, and incorporated herein by reference)
.*
ff
2021 Form of Award Notice (Total Shareholder Return) under the Fifth Amended and Restated ANSYS, Inc.
1996 Stock Option and Grant Plan (filed as Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q,
filed May 5, 2021, and incorporated herein by reference).*
A
ff
2021 Form of Restricted Stock Unit Agreement under the Fifth Amended and Restated ANSYS, I
Option and Grant Plan (filed as Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q, filed May 5,
2021, and incorporated herein by reference).*
nc. 1996 Stock
ff
Employment Agreement between ANSYS, Inc. and Ajei S. Gopal, dated August 29, 2016 (filed as Exhibit 10.1
to the Company's Current Report on Form 8-K, filed August 29, 2016, and incorporated herein by reference).*
Form of Non-Qualified Stock Option Agreement with Ajei S. Gopal (filed as Exhibit 10.3 to the Company's
Current Report on Form 8-K, filed Augus
t 29, 2016, and incorporated herein by reference).*
ff
87
Table of Contents
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
21.1
23.1
24.1
31.1
31.2
32.1
32.2
Lease by and between ANSYS, Inc. and Quattro Investment Group, L.P., dated as of September 14, 2012 (filed
as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed S
herein by reference).
eptember 18, 2012, and incorporated
ff
r
ANSYS, Inc. 2021 Equity and Incentive Compensation Plan (filed as Exhibit 99.1 to the Company’s Current
Report on Form 8-K, filed May 18, 2021, and incorporated herein by reference).*
Form of Notice of Grant of Performance-Based Restricted Stock Units and Agreement (Total Shareholder
Return) under the ANSYS, Inc. 2021 Equity and Incentive Compensation Plan (filed as Exhibit 10.28 to the
Company’s Quarterly Report on Form 10-Q, filed August 4, 2021, and incorporated herein by reference).*
Form of Notice of Grant of Performance-Based Restricted Stock Units and Agreement (Operating Metrics)
under the ANSYS, Inc. 2021 Equity and Incentive Compensation Plan (filed as Exhibit 10.29 to the Company’s
Quarterly Report on Form 10-Q, filed August 4, 2021, and incorporated herein by reference).*
Form of Notice of Grant of Restricted Stock Units and Agreement (Non-Employee Director) under the ANSYS,
Inc. 2021 Equity and Incentive Compensation Plan (filed as Exhibit 10.30 to the Company’s Quarterly Report on
Form 10-Q, filed August 4, 2021, and incorporated herein by r
eference).*
rr
Form of Notice of Grant of Restricted Stock Units and Award Notice and Agreement (Employee) under the
ANSYS, Inc. 2021 Equity and In
AA
Report on Form 10-Q, filed August 4, 2021, and incorporated her
centive Compensation Plan (filed as Exhibit 10.31 to the Company’s Quarterly
ein by reference).*
r
ANSYS, Inc. 2022 Employee Stock Purchase Plan (as amended and restated effective February 1, 2023).*
Credit Agreement, dated as of June 30, 2022, among ANSYS, Inc., as Borrower, PNC Bank, National
Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, the lenders party thereto, and the
other L/C Issuers party thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 6,
2022, and incorporated herein by reference).
Subsidiaries of the Registrant.
Consent of Deloitte & Touche LLP, independent registered public accounting firm.
Powers of Attorney. Contained on the Signatures page of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2022 and incorporated herein by reference.
r
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Indicates management contract or compensatory plan, contract or arrangement.
88
Table of Contents
ITEM 16.
FORM 10-K SUMMARY
None.
89
Table of Contents
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.
SIGNATURES
Date: February 22, 2023
By:
/s/ Ajei S. Gopal
ANSYS, Inc.
. Gopal
Ajei SA
President and Chief Executive Officer
(Principal Executive Officer)
ff
Date: February 22, 2023
By:
/s/ Nicole Anasenes
Nicole Anasenes
Chief Financial Officer and Senior Vice President, Finance
(Principal Financial Officer and Principal Accounting Officer)
ff
90
Table of Contents
POWER OF ATTORNEY
KNKK OW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
Ajei S. Gopal, 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.
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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
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Title
Date
/s/ AJEI S. GOPAL
Ajei S. Gopal
/s/ NICOLE. ANASENES
Nicole Anasenes
/s/ GLENDA M. DORCHAK
Glenda M. Dorchak
/s/ DR. ANIL CHAKRAR VARTHY
Dr. Anil Chakravarthy
/s/ DR. ALEC D. GALLIMORE
Dr. Alec D. Gallimore
/s/ RONALD W. HOVSEPIAN
Ronald W. Hovsepian
/s/ BARBARA V. SCHERER
Barbara V. Scherer
/s/ ROBERT M. CALDERONI
Robert M. Calderoni
/s/ RAVIR
K. VIJAYARAGHAVAN
Ravi K. Vijayaraghavan
/s/
JIM FRANKOLA
Jim Frankola
/s/ CLAIRE BRAMLEY
Claire Bramley
President, Chief Executive Officer and Director
(Principal Executive Officer)
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February 22, 2023
Chief Financial Officer and Senior Vice President, Finance
(Principal Financial Officer and Principal Accounting Officer)
February 22, 2023
Director
Director
Director
February 22, 2023
February 22, 2023
February 22, 2023
Chairman of the Board of Directors
February 22, 2023
February 22, 2023
February 22, 2023
February 22, 2023
February 22, 2023
February 22, 2023
Director
Director
Director
Director
Director
91
Subsidiaries of the Registrant as of December 31, 2022
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,
EXHIBIT 21.1
Jurisdiction of Incorporation
p
ANAA SYS Austria GmbH
Fluent China Holdings Limited
ANSYS Belgium S.A.
Engineering Simulation and Scientific Softwar
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e Rocky DEM LTDA
ANSYS Canada Limited
ANSYS Lumerical Softwar
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e ULC
2011767 Ontario, Inc.
ANSYS Technology (Shanghai) Co., Ltd.
OPTIS CN Limited
Zemax Optical Technology Consulting (Shanghai) Co., Ltd
Motor Design Software Technology (Shanghai) Company Limited
Cullimore and Ring Technologies, Inc.
Ansys International LLC
OnScale, Inc.
Grove Financing Sub 3, LLC
Zemax Taiwan, LLC
Zemax, LLC
ANSYS France SAS
Axellience SAS
ANSYS Germany GmbH
DYNARDO (Dynamic Software and Engineering) GmbH
ANSYS Hellas Single Member S.A.
OPTIS Hong Kong Limited
ANSYS Software Private Limited
ANSYS Ireland Ltd.
ANSYS Softwff
are, Ltd.
ANSYS Italia, S.r.l
ANSAA YS Japan K.K.
OnScale Japan GK
ANSAA YS Luxembourg Holding Company S.à.r.l.
ANSAA YS Luxembourg S.à.r.l.
Computational Engineering International, Inc.
Ansys Government Initiatives, Inc. AGI.
ANAA SYS Poland s p.z.o.o
ANAA SYS OOO
ANSYS Singapore Pte. Ltd.
ANAA SYS Korea LLC
ANSYS Iberia, S.L.
Austria
Barbados
Belgium
Brazil
Canada
Canada
Canada
China
China
China
China
Colorado
Delaware
Delaware
Delaware
Delaware
Delaware
France
France
Germany
Germany
Greece
Hong Kong
India
Ireland
Israel
Italy
Japan
Japan
Luxembourg
Luxembourg
North Carolina
Pennsylvania
Poland
Russia
Singapore
South Korea
Spain
Engineering Simulation and Scientific Softwar
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e Rocky DEM S.L.U.
ANSYS Sweden AB
ANSYS Switzerland GmbH
desktop.studio GmbH
Matterhorn Merger Sub GmbH
Taiwan ANSYS Technologies Co.
ANSYS UK Limited
Granta Design Limited
Zemax Europe Limited
Grove Acquisition Sub Limited
Grove Financing Sub Limited
Grove Financing Sub 2 Limited Partnership
Grove Financing Sub Partner LLP
Grove Financing Sub 4 Limited
Concept Systems Engineering Ltd
Motor Design Limited
OnScale Limited
Phoenix Integration, Inc.
Spain
Sweden
Switzerland
Switzerland
Switzerland
Taiwan
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Virginia
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-152765, 333-174670, 333-177030,
333-196393, 333-206111, 333-212412, 333-256252 and 333-265553 on Form S-8 and Registration Statement No. 333-253472
on Form S-3 of our reports dated February 22, 2023, relating to the financial statements of A
NA SYS, Inc., and the effectiveness
of ANSYS, Inc. and subsidiaries’ internal control over financial reporting appearing in this Annual Report on Form 10-K of
ANSYS, Inc. for the year ended December 31, 2022.
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EXHIBIT 23.1
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
rr
Februar
r
y 22, 2023
EXHIBIT 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Ajei S. Gopal, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of ANSYS, Inc. ("Ansys");
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of Ansys as of, and for, the periods
presented in this report;
Ansys' other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
ys and have:
Exchange Act Rules 13a-15(f) and 15d-15(f)) for Ans
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a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to Ansys, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
ff
ff
Evaluated the effectiveness of Ansys' disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
Disclosed in this report any change in Ansys' internal control over financial reporting that occurred during Ansys'
most recent fiscal quarter (Ansys' fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, Ansys' internal control over financial reporting; and
5.
Ansys' other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to Ansys' auditors and the audit committee of Ansys' board of directors (or persons performing the equivalent
functions):
ff
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect Ansys' ability to record, process, summarize and report
financial information; and
Any frff aud, whether or not material, that involves management or other employees who have a significant role in
Ansys' internal control over financial reporting.
Date: February 22, 2023
opal
. Gopal
ss
/s/ Ajei S. G
Ajei SA
President and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Nicole Anasenes, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of ANSYS, Inc. ("Ansys");
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact neces
sary to make the statements made, in light of the circumstances under which such statements were made, not
ff
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of Ansys as of, and for, the periods
presented in this report;
ff
Ansys' other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
ys and have:
Exchange Act Rules 13a-15(f) and 15d-15(f)) for Ans
ff
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to Ansys
subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
, including its consolidated
ff
Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
ff
Evaluated the effectiveness of Ansys' disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
Disclosed in this report any change in Ansys' internal control over financial reporting that occurred during Ansys'
most recent fiscal quarter (Ansys' fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, Ansys' internal control over financial reporting; and
ff
5.
Ansys' other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to Ansys' auditors and the audit committee of Ansys' board of directors (or persons performing the equivalent
functions):
a.
b.
ff
es in the design or operation of internal control over financial
All significant deficiencies and material weakness
reporting which are reasonably likely to adversely affect Ansys' ability to record, process, summarize and report
financial inforff mation; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in
Ansys' internal control over financial reporting.
Date: February 22, 2023
ss
/s/ Nicole Anasenes
Nicole Anasenes
Chief Financial Officer and Senior Vice President, Finance
(Principal Financial Officer and Principal Accounting Officer)
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANAA ES-OXLEY ACT OF 2002
AA
EXHIBIT 32.1
ff
In connection with the Annual Report of ANSYS, Inc. (the "Company") on Form 10-K for the year ended December 31, 2022
as filed with the S
ecurities and Exchange Commission on the date hereof (the "Report"), I, Ajei S. Gopal, President and Chief
Executive Officer of the Company, certify, pur
Sarbanes
suant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
-Oxley Act of 2002, that to my knowledge:
ff
r
(1)
(2)
The Report fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, and
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the S
Oxley Act of 2002, and shall not be deemed to be part of the Report or filed for any purpose whatsoever.
ff
arbanes-
/s/ Ajei S. Gopal
Ajei S. Gopal
A
President and Chief Executive Officer
(Principal Executive Officer)
February 22, 2023
rr
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANAA ES-OXLEY ACT OF 2002
AA
EXHIBIT 32.2
ff
In connection with the Annual Report of ANSYS, Inc. (the "Company") on Form 10-K for the year ended December 31, 2022
as filed with the S
Officer and Senior Vice President, Finance of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes
ecurities and Exchange Commission on the date hereof (the "Report"), I, Nicole Anasenes, Chief Financial
-Oxley Act of 2002, that to my knowledge:
r
ff
(1)
(2)
The Report fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, and
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
This certification is provided solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, and shall not be deemed to be part of the Report or filed for any purpose whatsoever.
/s/ Nicole Anasenes
Nicole Anasenes
Chief Financial Officer and Senior Vice President, Finance
(Principal Financial Officer and Principal Accounting Officer)
February 22, 2023