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SYNOPSYS INC false 0000883241 0000883241 2023-02-15 2023-02-15

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 15, 2023

 

 

SYNOPSYS, INC.

(Exact name of Registrant as specified in charter)

 

 

 

Delaware   000-19807   56-1546236

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

690 East Middlefield Road

Mountain View, California 94043

(Address of principal executive offices)

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

N/A

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

 

 

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

 

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

 

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

 

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

 

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

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

(par value of $0.01 per share)

  SNPS   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On February 15, 2023, Synopsys, Inc. (“Synopsys”, “we”, “our”, or “us”) issued a press release announcing the financial results of its first fiscal quarter ended January 31, 2023, and a change in its reportable segments which became effective in the first quarter of its fiscal year 2023. We realigned our organizational structure to evaluate the results of our Design IP business separately, and as a result, we changed our reportable segments from two reportable segments to three reportable segments to align with a change in how Synopsys’ Chief Operating Decision Maker (the “CODM”), our Chief Executive Officer, allocates resources and assesses performance against our key growth strategies. The CODM now regularly reviews disaggregated information for the following three reportable segments: (1) Design Automation, which includes electronic design automation tools, system integration solutions and other associated revenue categories, (2) Design IP, which includes intellectual property products, and (3) Software Integrity, which includes a comprehensive solution for building integrity – security, quality and compliance testing – into the customers’ software development lifecycle and supply chain. As such, prior period reportable segment results and related disclosures have been reclassified to reflect our current reportable segments. A copy of the press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report, including Exhibit 99.1 attached hereto and incorporated by reference herein, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by Synopsys whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

The press release attached as Exhibit 99.1 includes measures that are not in accordance with, or an alternative for, U.S. generally accepted accounting principles (“GAAP,” such nonconforming measures, “non-GAAP measures”). The attached press release includes, among other non-GAAP measures, non-GAAP earnings per diluted share, non-GAAP net income, non-GAAP tax rate and non-GAAP operating margin for the periods presented. It also includes future estimated ranges for non-GAAP expenses, non-GAAP tax rate and non-GAAP earnings per diluted share.

These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles, and management exercises judgment in determining which items should be excluded in the calculation of non-GAAP measures. While we acknowledge that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP, we believe that these non-GAAP measures are valuable in analyzing our core operations as further described below. The presentation of non-GAAP financial information is not meant to be considered in isolation from, superior to or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. These non-GAAP financial measures are meant to supplement, and be viewed in conjunction with, the corresponding GAAP financial measures. We believe that the presentation of non-GAAP measures, when shown in conjunction with the corresponding GAAP measures, provides useful information to investors allowing them to view financial and business trends relating to our financial condition and results of operations through the eyes of management.

Synopsys’ management evaluates and makes decisions about our business operations primarily based on the income and costs that management believes are directly related to Synopsys’ core operational performance, both from a company-wide basis and on a business segment basis. For our internal budgeting and resource allocation process, and in reviewing our financial results, we use non-GAAP financial measures that exclude: (i) the amortization of acquired intangible assets; (ii) the impact of stock compensation; (iii) acquisition-related items; (iv) restructuring charges; (v) the effects of certain settlements, final judgments and loss contingencies related to legal proceedings; and (vi) the income tax effect of non-GAAP pre-tax adjustments, in each case, as further described below. We also utilize an annual non-GAAP tax rate in the calculation of our non-GAAP measures, as described further below.

We use these non-GAAP financial measures in making our operating and internal budgeting decisions because we believe these measures give us a better understanding of how we should invest in research and development, as well as fund infrastructure and product and market strategies. We use these measures to help us make budgeting decisions, for example, among product development expenses, research and development, sales and marketing, and general and administrative expenses. In addition, these non-GAAP financial measures facilitate our internal comparisons to our historical operating results and forecasted targets, and comparisons to competitors’ operating results.


Synopsys provides segment information, namely adjusted segment operating income and adjusted segment operating margin, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 280, Segment Reporting. These measures reflect how management evaluates the operating performance of its segments. In evaluating our business segments, management considers the income and costs that it believes are directly related to those segments. The items mentioned above that are excluded from non-GAAP measures are the same items that management does not allocate to the segments to evaluate their performance. Similarly, Synopsys does not allocate changes in the fair value of its non-qualified deferred compensation plan because these changes typically do not require cash settlement and they are not used by us to assess the core profitability of our business operations.

As described above, we exclude the following items from one or more of our non-GAAP measures:

(i) Amortization of acquired intangible assets. We incur expenses from amortization of acquired intangible assets, which include, among other things, core/developed technology, customer relationships, contract rights, trademarks and trade names, and other intangibles related to acquisitions. We amortize the intangible assets over their estimated useful lives. We do not enter into acquisitions on a predictable cycle. The amount of an acquisition’s purchase price allocated to intangible assets and their estimated useful lives can vary significantly and are unique to each acquisition. We believe that the presentation of non-GAAP financial measures that adjust for the amortization of intangible assets provides investors and others with a consistent basis for comparison across accounting periods. We also exclude this item because such expenses are non-cash in nature and we believe the non-GAAP measures excluding this item provide meaningful supplemental information regarding our core operational performance and liquidity, and ability to invest in research and development and fund future acquisitions and capital expenditures.

(ii) Stock compensation impact. Stock compensation expenses consist primarily of expenses related to restricted stock units, stock options, employee stock purchase rights and other stock awards, including such expenses associated with acquisitions. We exclude stock-based compensation expense from our non-GAAP measures primarily because it is not an expense that typically requires or will require cash settlement by us. Further, the expense for the fair value of the stock-based instruments we utilize may bear little resemblance to the actual value realized upon the vesting or future exercise of the related stock-based awards and, therefore, is not used by management to assess the core profitability of our business operations.

(iii) Acquisition-related items. In connection with our business combinations, we incur significant expenses which we would not have otherwise incurred as part of our business operations. These expenses include, among other things, compensation expenses, professional fees and other direct expenses, concurrent restructuring activities, including employee severance and other exit costs, changes to the fair value of contingent consideration related to the acquired company, and amortization of the fair value difference of below-market value assets arising from arrangements entered into or acquired in conjunction with an acquisition. We also recognize the gains and losses from the mark-up of equity or cost method investments to fair value upon obtaining control through acquisition. We exclude these items because they are related to acquisitions and have no direct correlation to the core operation of our business. Further, because we do not acquire or dispose of businesses on a predictable cycle and the terms of each transaction can vary significantly and are unique to each transaction, we believe it is useful to exclude such expenses when looking for a consistent basis for comparison across accounting periods.

(iv) Restructuring charges. We initiate restructuring activities to align our costs to our operating plans and business strategies based on then-current economic conditions, and such activities have a specific and defined term. Restructuring costs generally include severance and other termination benefits related to voluntary retirement programs and involuntary headcount reductions as well as facilities closures. Such restructuring costs include elimination of operational redundancy and permanent reductions in workforce and facilities closures and, therefore, are not considered by us to be a part of the core operation of our business and are not used by management when assessing the core profitability and performance of our business operations.

(v) Legal matters. From time to time, we are party to legal proceedings including, but not limited to, tax-related matters, lawsuits and other matters that are not incident to the ordinary course of our business, which could result in an expense or benefit due to settlements, final judgments or accruals for loss contingencies. We exclude these types of expenses or benefits because management does not believe they are reflective of the core operation of our business.

(vi) Income tax effect of non-GAAP pre-tax adjustments. Excluding the income tax effect of non-GAAP pre-tax adjustments from the provision for income taxes assists investors in understanding the tax provision associated with those adjustments and the effect on net income.


We utilize an annual non-GAAP tax rate in calculating non-GAAP financial measures to provide better consistency across interim reporting periods by eliminating the effects of certain non-recurring and other period-specific items, which can vary in size and frequency and do not necessarily reflect our normal operations, and to more closely align our tax rate with our expected geographic earnings mix.

Our annual non-GAAP tax rate was 18% for fiscal year 2022, and we previously elected to maintain an annual non-GAAP tax rate of 18% for fiscal year 2023 given uncertainty surrounding further U.S. corporate tax law changes. Our annual non-GAAP tax rate is based on an evaluation of our historical and projected mix of U.S. and international profit before tax, taking into account the impact of non-GAAP adjustments, U.S. tax law changes, as well as other factors such as our current tax structure, existing tax positions and expected recurring tax incentives.

Based on a re-evaluation of federal tax laws that require research and development expense to be capitalized commencing in Synopsys’ first quarter of fiscal year 2023, we are electing to update our annual non-GAAP tax rate for fiscal year 2023 to 16%. We do not currently anticipate any additional significant changes to U.S. corporate tax law, our geographic earnings mix, or significant tax law changes in major jurisdictions where we operate that would result in further adjustment to our fiscal year 2023 annual non-GAAP tax rate.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  

Exhibit Title

99.1    Press release dated February 15, 2023 containing Synopsys, Inc.’s results of operations for its first fiscal quarter ended January 31, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

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

 

    SYNOPSYS, INC.
Dated: February 15, 2023     By:  

/s/ John F. Runkel, Jr.

            John F. Runkel, Jr.
            General Counsel and Corporate Secretary
EX-99.1 2 d436307dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

PRESS RELEASE

INVESTOR CONTACT:

Philip Lee

Synopsys, Inc.

650-584-1080

Synopsys-ir@synopsys.com

EDITORIAL CONTACT:

Jim Brady

Synopsys, Inc.

408-482-4719

jim.brady@synopsys.com

Synopsys Posts Financial Results for First Quarter Fiscal Year 2023

Q1 FY 2023 Financial Highlights

 

 

Revenue: $1.361 billion

 

 

GAAP earnings per diluted share: $1.75

 

 

Non-GAAP earnings per diluted share: $2.62

MOUNTAIN VIEW, Calif. – Feb. 15, 2023 – Synopsys, Inc. (Nasdaq: SNPS) today reported results for its first quarter of fiscal year 2023. Revenue for the first quarter of fiscal year 2023 was $1.361 billion, compared to $1.270 billion for the first quarter of fiscal year 2022.

“Synopsys delivered a solid start to the year. Building on our strength and momentum from 2022, we met or exceeded all of our guidance targets, and based on the continued robust design activity, we remain confident in our business,” said Aart de Geus, chairman and CEO of Synopsys. “As a key technology catalyst in the ‘Smart Everything’ world, we are driving groundbreaking innovations that radically advance the design of complex chips and software. For FY’23, we are reaffirming our targets of 14-15% revenue growth and continued non-GAAP operating margin expansion, and expect to grow non-GAAP earnings per share by 18-19%.”

GAAP Results

On a generally accepted accounting principles (GAAP) basis, net income for the first quarter of fiscal year 2023 was $271.5 million, or $1.75 per diluted share, compared to $313.7 million, or $1.99 per diluted share, for the first quarter of fiscal year 2022.


Non-GAAP Results

On a non-GAAP basis, net income for the first quarter of fiscal year 2023 was $406.7 million, or $2.62 per diluted share, compared to non-GAAP net income of $376.9 million, or $2.40 per diluted share, for the first quarter of fiscal year 2022.

For a reconciliation of net income, earnings per diluted share and other measures on a GAAP and non-GAAP basis, see “GAAP to Non-GAAP Reconciliation” in the accompanying tables below.

Business Segments

Beginning in fiscal year 2023, Synopsys began reporting revenue and operating income in three segments: (1) Design Automation, which includes digital and custom integrated circuit (IC) design software, verification hardware and software products, manufacturing-related design products, field-programmable gate array (FPGA) design software, optical products, professional services, and other; (2) Design IP, which includes our Synopsys IP portfolio; and (3) Software Integrity, which includes solutions that test software code for security vulnerabilities and quality defects, as well as professional and managed services. Further information regarding these segments is provided at the end of this press release.

Financial Targets

Synopsys also provided its consolidated financial targets for the second quarter and full fiscal year 2023. These financial targets assume no further changes to export control restrictions or the current U.S. government “Entity List” restrictions. These targets constitute forward-looking statements and are based on current expectations. For a discussion of factors that could cause actual results to differ materially from these targets, see “Forward-Looking Statements” below.

Second Quarter and Fiscal Year 2023 Financial Targets (1)

(in millions except per share amounts)

 

     Range for Three Months Ending
April 30, 2023
    Range for Fiscal Year Ending
October 31, 2023
 
     Low     High     Low     High  

Revenue

   $ 1,360     $ 1,390     $ 5,775     $ 5,825  

GAAP Expenses

   $ 1,085     $ 1,105     $ 4,544     $ 4,591  

Non-GAAP Expenses

   $ 917     $ 927     $ 3,810     $ 3,840  

Non-GAAP Other Income (Expense)

   $ (1   $ 1     $ (12   $ (8

Non-GAAP Tax Rate

     16     16     16     16

Outstanding Shares (fully diluted)

     155       158       155       158  

GAAP EPS

   $ 1.62     $ 1.72     $ 7.12     $ 7.30  

Non-GAAP EPS

   $ 2.45     $ 2.50     $ 10.53     $ 10.60  

Operating Cash Flow

        
~$1,650
 

 

(1)

Synopsys’ second quarter of fiscal year 2023 and fiscal year 2023 will end on April 29, 2023 and October 28, 2023, respectively. For presentation purposes, we refer to the closest calendar month end.

 

2


For a reconciliation of Synopsys’ second quarter and fiscal year 2023 targets, including expenses, earnings per diluted share and other measures on a GAAP and non-GAAP basis, see “GAAP to Non-GAAP Reconciliation” in the accompanying tables below.

Earnings Call Open to Investors

Synopsys will hold a conference call for financial analysts and investors today at 2:00 p.m. Pacific Time. A live webcast of the call will be available on Synopsys’ corporate website at www.synopsys.com. A recording of the call will be available by calling +1-800-770-2030 (+1-647-362-9199 for international callers), access code 6444570, beginning at 5:00 p.m. Pacific Time today, until 11:59 p.m. Pacific Time on February 22, 2023. A webcast replay will also be available on the corporate website from approximately 5:30 p.m. Pacific Time today through the time Synopsys announces its results for the second quarter fiscal year 2023 in May 2023. Synopsys will post copies of the prepared remarks on its website following today’s call. In addition, Synopsys makes additional information available in a financial supplement and corporate overview presentation, also posted on the corporate website.

Effectiveness of Information

The targets included in this press release, the statements made during the earnings conference call and the information contained in the financial supplement and the corporate overview presentation (available on Synopsys’ corporate website at www.synopsys.com) represent Synopsys’ expectations and beliefs as of February 15, 2023. Although this press release, copies of the prepared remarks made during the earnings conference call, the financial supplement, and the corporate overview presentation will remain available on Synopsys’ website through the date of the earnings call for the second quarter fiscal year 2023, their continued availability through such date does not mean that Synopsys is reaffirming or confirming their continued validity. Synopsys undertakes no duty and does not intend to update any forward-looking statement, whether as a result of new information or future events, or otherwise update, the targets given in this press release unless required by law.

 

3


Availability of Final Financial Statements

Synopsys will include final financial statements for the first quarter fiscal year 2023 in its quarterly report on Form 10-Q to be filed on or before March 9, 2023.

About Synopsys

Synopsys, Inc. (Nasdaq: SNPS) is the Silicon to Software™ partner for innovative companies developing the electronic products and software applications we rely on every day. As an S&P 500 company, Synopsys has a long history of being a global leader in electronic design automation (EDA) and semiconductor IP and offers the industry’s broadest portfolio of application security testing tools and services. Whether you’re a system-on-chip (SoC) designer creating advanced semiconductors, or a software developer writing more secure, high-quality code, Synopsys has the solutions needed to deliver innovative products. Learn more at www.synopsys.com.

GAAP to Non-GAAP Reconciliation

Synopsys continues to provide all information required in accordance with GAAP, but acknowledges evaluating its ongoing operating results may not be as useful if an investor is limited to reviewing only GAAP financial measures. Accordingly, Synopsys presents non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate Synopsys’ operating results in a manner that focuses on what Synopsys believes to be its core business operations and what Synopsys uses to evaluate its business operations and for internal planning and forecasting purposes. These non-GAAP measures may be different from non-GAAP measures used by other companies. Synopsys’ management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, superior to, or as a substitute for, financial information prepared in accordance with GAAP. Synopsys’ management believes it is useful for itself and investors to review, as applicable, both GAAP financial measures that include: (i) the amortization of acquired intangible assets, (ii) the impact of stock compensation, (iii) acquisition-related items, (iv) restructuring charges, (v) the effects of certain settlements, final judgments and loss contingencies related to legal proceedings, and (vi) the income tax effect of non-GAAP pre-tax adjustments; and the non-GAAP financial measures that exclude such information in order to assess the performance of Synopsys’ business operations and for planning and forecasting in subsequent periods.

 

4


Synopsys’ annual non-GAAP tax rate was 18% for fiscal year 2022, and it previously elected to maintain an annual non-GAAP tax rate of 18% for fiscal year 2023 given uncertainty surrounding further U.S. corporate tax law changes. This annual non-GAAP tax rate was based on an evaluation of Synopsys’ historical and projected mix of U.S. and international profit before tax, taking into account the impact of non-GAAP adjustments, U.S. tax law changes, as well as other factors such as its current tax structure, existing tax positions and expected recurring tax incentives.

Based on a re-evaluation of federal tax laws that require research and development expense to be capitalized commencing in Synopsys’ first quarter of fiscal year 2023, Synopsys has elected to update its annual non-GAAP tax rate for fiscal year 2023 to 16%. Synopsys does not currently anticipate any additional significant changes to U.S. corporate tax law, its geographic earnings mix, or significant tax law changes in major jurisdictions where it operates that would result in further adjustment to its fiscal year 2023 annual non-GAAP tax rate.

When possible, Synopsys provides a reconciliation of the non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure as detailed below, as well as Item 2.02 of Synopsys’ Current Report on Form 8-K filed on February 15, 2023, for additional information about the measures Synopsys uses to evaluate its core business operations. Synopsys is unable to provide a reconciliation of certain non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis because doing so would not be possible without unreasonable effort due to, among other things, the potential variability and limited visibility of the excluded items. For the same reasons, Synopsys is unable to address the probable significance of the unavailable information.

Reconciliation of First Quarter Fiscal Year 2023 Results

The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP net income and earnings per diluted share for the periods indicated below.

 

5


GAAP to Non-GAAP Reconciliation of First Quarter Fiscal Year 2023 Results(1)

(unaudited and in thousands, except per share amounts)

 

     Three Months Ended
January 31,
 
     2023      2022  

GAAP net income

   $ 271,536      $ 313,687  

Adjustments:

     

Amortization of intangible assets

     24,378        22,360  

Stock compensation

     133,867        95,771  

Acquisition-related items

     2,595        2,077  

Restructuring charges

     40,859        11,746  

Tax adjustments

     (66,565      (68,753
  

 

 

    

 

 

 

Non-GAAP net income

   $ 406,670      $ 376,888  
  

 

 

    

 

 

 

 

     Three Months Ended
January 31,
 
     2023      2022  

GAAP net income per diluted share

   $ 1.75      $ 1.99  

Adjustments:

     

Amortization of intangible assets

     0.16        0.14  

Stock compensation

     0.86        0.61  

Acquisition-related items

     0.02        0.01  

Restructuring charges

     0.26        0.08  

Tax adjustments

     (0.43      (0.43
  

 

 

    

 

 

 

Non-GAAP net income per diluted share

   $ 2.62      $ 2.40  
  

 

 

    

 

 

 

Shares used in computing net income per diluted share amounts:

     155,076        157,273  

 

(1)

Synopsys’ first quarter of fiscal year 2023 and 2022 ended on January 28, 2023 and January 29, 2022, respectively. For presentation purposes, we refer to the closest calendar month end.

Reconciliation of 2023 Targets

The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP targets for the periods indicated below.

 

6


GAAP to Non-GAAP Reconciliation of Second Quarter Fiscal Year 2023 Targets (1)

(in thousands, except per share amounts)

 

     Range for Three Months Ending
April 30, 2023
 
     Low      High  

Target GAAP expenses

   $ 1,085,000      $ 1,105,000  

Adjustments:

     

Amortization of intangible assets

     (24,000      (27,000

Stock compensation

     (144,000      (151,000
  

 

 

    

 

 

 

Target non-GAAP expenses

   $ 917,000      $ 927,000  
  

 

 

    

 

 

 

 

     Range for Three Months Ending
April 30, 2023
 
     Low      High  

Target GAAP earnings per diluted share

   $ 1.62      $ 1.72  

Adjustments:

     

Amortization of intangible assets

     0.17        0.15  

Stock compensation

     0.96        0.92  

Tax adjustments

     (0.30      (0.29
  

 

 

    

 

 

 

Target non-GAAP earnings per diluted share

   $ 2.45      $ 2.50  
  

 

 

    

 

 

 

Shares used in non-GAAP calculation (midpoint of target range)

     156,500        156,500  

GAAP to Non-GAAP Reconciliation of Full Fiscal Year 2023 Targets (1)

(in thousands, except per share amounts)

 

     Range for Fiscal Year Ending
October 31, 2023
 
     Low      High  

Target GAAP expenses

   $ 4,544,454      $ 4,591,454  

Adjustments:

     

Amortization of intangible assets

     (98,000      (103,000

Stock compensation

     (593,000      (605,000

Acquisition-related items

     (2,595      (2,595

Restructuring charges

     (40,859      (40,859
  

 

 

    

 

 

 

Target non-GAAP expenses

   $ 3,810,000      $ 3,840,000  
  

 

 

    

 

 

 

 

7


     Range for Fiscal Year Ending
October 31, 2023
 
     Low      High  

Target GAAP earnings per diluted share

   $ 7.12      $ 7.30  

Adjustments:

     

Amortization of intangible assets

     0.66        0.63  

Stock compensation

     3.87        3.79  

Acquisition-related items

     0.02        0.02  

Restructuring charges

     0.26        0.26  

Tax adjustments

     (1.40      (1.40
  

 

 

    

 

 

 

Target non-GAAP earnings per diluted share

   $ 10.53      $ 10.60  
  

 

 

    

 

 

 

Shares used in non-GAAP calculation (midpoint of target range)

     156,500        156,500  

 

(1)

Synopsys’ second quarter of fiscal year 2023 and fiscal year 2023 will end on April 29, 2023 and October 28, 2023, respectively. For presentation purposes, we refer to the closest calendar month end.

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements regarding Synopsys’ short-term and long-term financial targets, expectations and objectives; strategies related to our products, technology and services; business and market outlook, opportunities and strategies; the expected impact of U.S. and foreign government actions and regulatory changes, including export control restrictions, on our financial results; customer demand and market expansion; our planned product releases and capabilities; industry growth rates; software trends; planned acquisitions and stock repurchases; our expected tax rate; and the impact of the ongoing COVID-19 pandemic. These statements involve risks, uncertainties and other factors that could cause our actual results, time frames or achievements to differ materially from those expressed or implied in such forward-looking statements. Such risks, uncertainties and factors include, but are not limited to: macroeconomic conditions and uncertainty in the global economy; uncertainty in the growth of the semiconductor and electronics industries; the highly competitive industry we operate in; actions by the U.S. or foreign governments, such as the imposition of additional export restrictions or tariffs; consolidation among our customers and our dependence on a relatively small number of large customers; risks and compliance obligations relating to the global nature of our operations; the impact of the ongoing COVID-19 pandemic on the global economy and on our business, operations and financial condition; and more. Additional information on potential risks, uncertainties and other factors that could affect Synopsys’ results is included in filings we make with the SEC from time to time, including in the sections entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022 and in our latest Quarterly Report on Form 10-Q. The financial information contained in this press release should be read in conjunction with the consolidated financial statements and notes thereto included in Synopsys’ most recent reports on Forms 10-K and 10-Q each as may be amended from time to time. Synopsys’ financial results for its first quarter fiscal year 2023 are not necessarily indicative of Synopsys’ operating results for any future periods.

 

8


The information provided herein is as of February 15, 2023. Synopsys undertakes no duty, and does not intend, to update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by law.

SYNOPSYS, INC.

Unaudited Condensed Consolidated Statements of Income(1)

(in thousands, except per share amounts)

 

     Three Months Ended
January 31,
 
     2023      2022  

Revenue:

     

Time-based products

   $ 782,313      $ 707,483  

Upfront products

     336,658        368,274  
  

 

 

    

 

 

 

Total products revenue

     1,118,971        1,075,757  

Maintenance and service

     242,369        194,498  
  

 

 

    

 

 

 

Total revenue

     1,361,340        1,270,255  

Cost of revenue:

     

Products

     174,367        165,399  

Maintenance and service

     91,347        78,225  

Amortization of intangible assets

     18,640        13,360  
  

 

 

    

 

 

 

Total cost of revenue

     284,354        256,984  
  

 

 

    

 

 

 

Gross margin

     1,076,986        1,013,271  

Operating expenses:

     

Research and development

     465,329        383,971  

Sales and marketing

     210,785        180,510  

General and administrative

     97,364        81,008  

Amortization of intangible assets

     6,717        9,000  

Restructuring charges

     40,859        11,746  
  

 

 

    

 

 

 

Total operating expenses

     821,054        666,235  
  

 

 

    

 

 

 

Operating income

     255,932        347,036  

Other income (expense), net

     23,292        (19,793
  

 

 

    

 

 

 

Income before income taxes

     279,224        327,243  

Provision (benefit) for income taxes

     10,597        13,902  
  

 

 

    

 

 

 

Net income

     268,627        313,341  

Net income (loss) attributed to non-controlling interest and redeemable non-controlling interest

     (2,909      (346
  

 

 

    

 

 

 

Net income attributed to Synopsys

   $ 271,536      $ 313,687  
  

 

 

    

 

 

 

Net income per share attributed to Synopsys:

     

Basic

   $ 1.78      $ 2.05  

Diluted

   $ 1.75      $ 1.99  

Shares used in computing per share amounts:

     

Basic

     152,401        153,218  
  

 

 

    

 

 

 

Diluted

     155,076        157,273  
  

 

 

    

 

 

 

 

(1)

Synopsys’ first quarter of fiscal year 2023 and 2022 ended on January 28, 2023 and January 29, 2022, respectively. For presentation purposes, we refer to the closest calendar month end.

 

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SYNOPSYS, INC.

Unaudited Condensed Consolidated Balance Sheets (1)

(in thousands, except par value amounts)

 

     January 31, 2023      October 31, 2022  

ASSETS:

     

Current assets:

     

Cash and cash equivalents

   $ 1,154,873      $ 1,417,608  

Short-term investments

     147,050        147,913  
  

 

 

    

 

 

 

Total cash, cash equivalents & short-term investments

   $ 1,301,923      $ 1,565,521  

Accounts receivable, net

     1,035,323        796,091  

Inventories

     220,881        211,927  

Prepaid and other current assets

     470,272        439,130  
  

 

 

    

 

 

 

Total current assets

     3,028,399        3,012,669  

Property and equipment, net

     516,925        483,300  

Operating lease right-of-use assets, net

     586,892        559,090  

Goodwill

     3,864,833        3,842,234  

Intangible assets, net

     361,154        386,446  

Deferred income taxes

     719,082        670,653  

Other long-term assets

     488,339        463,695  
  

 

 

    

 

 

 

Total assets

   $ 9,565,624      $ 9,418,087  
  

 

 

    

 

 

 

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY:

     

Current liabilities:

     

Accounts payable and accrued liabilities

   $ 663,594      $ 809,403  

Operating lease liabilities

     66,326        54,274  

Deferred revenue

     1,995,077        1,910,822  

Total current liabilities

     2,724,997        2,774,499  

Long-term operating lease liabilities

     603,538        581,273  

Long-term deferred revenue

     172,794        154,472  

Long-term debt

     20,569        20,824  

Other long-term liabilities

     364,975        327,829  
  

 

 

    

 

 

 

Total liabilities

     3,886,873        3,858,897  

Redeemable non-controlling interest

     36,049        38,664  

Stockholders’ equity:

     

Preferred stock, $0.01 par value: 2,000 shares authorized; none outstanding

     —          —    

Common stock, $0.01 par value: 400,000 shares authorized; 152,380 and 152,375 shares outstanding, respectively

     1,524        1,524  

 

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Capital in excess of par value

     1,292,900        1,487,126  

Retained earnings

     5,805,843        5,534,307  

Treasury stock, at cost: 4,881 and 4,886 shares, respectively

     (1,321,180      (1,272,955

Accumulated other comprehensive income (loss)

     (142,333      (234,277
  

 

 

    

 

 

 

Total Synopsys stockholders’ equity

     5,636,754        5,515,725  

Non-controlling interest

     5,948        4,801  
  

 

 

    

 

 

 

Total stockholders’ equity

     5,642,702        5,520,526  
  

 

 

    

 

 

 

Total liabilities, redeemable non-controlling interest and

stockholders’ equity

   $ 9,565,624      $ 9,418,087  
  

 

 

    

 

 

 

 

(1)

Synopsys’ first quarter of fiscal year 2023 ended January 28, 2023 and its fiscal year 2022 ended on October 29, 2022, respectively. For presentation purposes, we refer to the closest calendar month end.

SYNOPSYS, INC.

Unaudited Condensed Consolidated Statements of Cash Flows (1)

(in thousands)

 

    

Three Months Ended

January 31,

 
     2023     2022  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 268,627     $ 313,341  

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

    

Amortization and depreciation

     57,294       61,685  

Reduction of operating lease right-of-use assets

     23,903       21,010  

Amortization of capitalized costs to obtain revenue contracts

     18,850       16,737  

Stock-based compensation

     134,227       95,771  

Allowance for credit losses

     3,700       5,278  

Deferred income taxes

     (65,495     (11,952

Other non-cash

     4,535       4,832  

Net changes in operating assets and liabilities, net of acquired assets and liabilities:

    

Accounts receivable

     (237,360     (466,684

Inventories

     (8,610     9,155  

Prepaid and other current assets

     (355     (303

Other long-term assets

     (54,196     (11,969

Accounts payable and accrued liabilities

     (144,258     (223,223

Operating lease liabilities

     (17,629     (19,477

Income taxes

     50,416       6,555  

Deferred revenue

     81,102       354,988  
  

 

 

   

 

 

 

Net cash provided by operating activities

     114,751       155,744  

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Proceeds from sales and maturities of short-term investments

     30,971       16,437  

Purchases of short-term investments

     (28,829     (17,210

 

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Proceeds from sales of long-term investments

     5,735        582  

Purchases of long-term investments

     —          (5,000

Purchases of property and equipment

     (43,500      (41,751

Acquisitions, net of cash acquired

     —          (19,989

Capitalization of software development costs

     (624      (494

Other

     —          (600
  

 

 

    

 

 

 

Net cash used in investing activities

     (36,247      (68,025

CASH FLOWS FROM FINANCING ACTIVITIES:

     

Repayment of debt

     (1,294      (75,938

Issuances of common stock

     22,338        30,835  

Payments for taxes related to net share settlement of equity awards

     (92,095      (96,785

Purchase of equity forward contract

     (45,000      (40,000

Purchases of treasury stock

     (260,724      (210,000

Other

     —          (2,709
  

 

 

    

 

 

 

Net cash used in financing activities

     (376,775      (394,597

Effect of exchange rate changes on cash, cash equivalents and restricted cash

     35,675        (1,720
  

 

 

    

 

 

 

Net change in cash, cash equivalents and restricted cash

     (262,596      (308,598

Cash, cash equivalents and restricted cash, beginning of year

     1,419,864        1,435,183  
  

 

 

    

 

 

 

Cash, cash equivalents and restricted cash, end of period

   $ 1,157,268      $ 1,126,585  
  

 

 

    

 

 

 

 

(1)

Synopsys’ first quarter of fiscal year 2023 and 2022 ended on January 28, 2023 and January 29, 2022, respectively. For presentation purposes, we refer to the closest calendar month end.

SYNOPSYS, INC.

Business Segment Reporting (1)(3)

(in millions)

 

     Three Months
Ended
January 31, 2023
    Three Months
Ended
January 31, 2022
 

Revenue by segment

    

- Design Automation

   $ 889.8     $ 803.9  

% of Total

     65.4     63.3

- Design IP

   $ 343.7     $ 358.8  

% of Total

     25.2     28.2

- Software Integrity

   $ 127.8     $ 107.6  

% of Total

     9.4     8.5

Total segment revenue

   $ 1,361.3     $ 1,270.3  

Adjusted operating income by segment

    

- Design Automation

   $ 346.0     $ 293.3  

- Design IP

   $ 117.6     $ 154.1  

- Software Integrity

   $ 15.5     $ 12.0  

Total adjusted segment operating income

   $ 479.2     $ 459.4  

 

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Adjusted operating margin by segment

    

- Design Automation

     38.9     36.5

- Design IP

     34.2     43.0

- Software Integrity

     12.1     11.2

Total adjusted segment operating margin

     35.2     36.2

Total Adjusted Segment Operating Income Reconciliation (1)(2)(3)

(in millions)

 

     Three Months
Ended
January 31, 2023
     Three Months
Ended
January 31, 2022
 

GAAP total operating income – as reported

   $ 255.9      $ 347.0  

Other expenses managed at consolidated level

     

-Amortization of intangible assets (4)

     25.4        22.4  

-Stock compensation (4)

     134.2        95.8  

-Non-qualified deferred compensation plan

     20.2        (19.6

-Acquisition-related items

     2.6        2.1  

-Restructuring charges

     40.9        11.7  
  

 

 

    

 

 

 

Total adjusted segment operating income

   $ 479.2      $ 459.4  
  

 

 

    

 

 

 

 

(1)

Synopsys manages the business on a long-term, annual basis, and considers quarterly fluctuations of revenue and profitability as normal elements of our business. Amounts may not foot due to rounding.

(2)

These segments results are consistent with the information required by ASC 280, Segment Reporting. Synopsys’ chief operating decision maker (CODM) is our Chief Executive Officer (CEO). The CODM does not allocate certain operating expenses managed at a consolidated level to our reportable segments and, as a result, the reported operating income and operating margin do not include these unallocated expenses as shown in the table above.

(3)

Synopsys’ first quarter of fiscal year 2023 and 2022 ended on January 28, 2023 and January 29, 2022, respectively. For presentation purposes, we refer to the closest calendar month end.

(4)

This includes non-GAAP expenses attributable to redeemable non-controlling interest.

 

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