##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-K
  þ
    
    Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 for the fiscal year ended April 30, 2008
 or
 o
    
    Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 for
the transition period from 
_________________ to _________________
 Commission file number 000-27874
 ANSOFT CORPORATION
  Delaware
    
    72-1001909(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 225 West Station Square, Suite 200
Pittsburgh, Pennsylvania
    
    15219-1119(Address of principal executive offices)
    
    (Zip Code)
    o þ
 o þ
 þ o
 þ
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



TABLE OF CONTENTS
 Item of Form 10-K
    
    
    
    PagePart I1.
    
    Business
    
    31A.
    
    Risk Factors
    
    81B.
    
    Unresolved Staff Comments
    
    122.
    
    Properties
    
    123.
    
    Legal Proceedings
    
    134.
    
    Submission of Matters to a Vote of Security Holders
    
    13Part II5.
    
    Market for Registrants Common Equity, RelatedStockholder Matters and Issuer Purchases of EquitySecurities
    
    136.
    
    Selected Financial Data
    
    167.
    
    Managements Discussion and Analysis of FinancialCondition and Results of Operations
    
    177A.
    
    Quantitative and Qualitative Disclosure about Market Risk
    
    258.
    
    Financial Statements and Supplementary Data
    
    269.
    
    Changes in and Disagreements with Accountants onAccounting and Financial Disclosures
    
    459A.
    
    Controls and Procedures
    
    459B.
    
    Other Information
    
    47Part III10.
    
    Directors and Executive Officers of the Registrant
    
    4711.
    
    Executive Compensation
    
    4712.
    
    Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters
    
    4713.
    
    Certain Relationships and Related Transactions
    
    4714.
    
    Principal Accounting Fees and Services
    
    47Part IV15.
    
    Exhibits and Financial Statement Schedules
    
    48Exhibit Index
    
    49Signatures
    
    50EX-23.1EX-31.1EX-31.2EX-32.1
  2




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PART I
  
 ITEM 1.
    
    BUSINESS
 Overview
  Recent Developments
      3




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Industry Background
 Logic Design and Synthesis Functional Design and Analysis Physical Design and
Verification
   The Ansoft Solution
  Ansoft Strategy
  Products
 4




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Ansoft High Performance Electronics Software
 HFSS
 Nexxim®
 SIwave
 Q3D Extractor®
 Ansoft Designer®
 Turbo Package Analyzer (TPA)
 Ansofts Electromechanical (EM) Software
 Maxwell 3D® 
 SIMPLORER® 
 5




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RMxprt
 PExprt .
 Productivity Options for High-Performance Electronics and Electromechanical Products
 AnsoftLinks
 Distributed Analysis
 ePhysics ®
 Full-Wave Spice
 Optimetrics
 ParICs ®
 Research and Development
   Sales and Marketing
  6




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Customers
  Customer Service and Support
   Competition
   
    
    High performance (problem complexity) and accuracy;
 7




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
    
    Short run time;
    
    Ease of use;
    
    Depth and breadth of product features;
    
    High quality user support;
    
    Interoperability; and
    
    Price.
 Proprietary Rights
  Seasonal Effects
  Employees
  Other Information
  
 ITEM 1A.
    
    RISK FACTORS
 Our proposed Merger with ANSYS may not be consummated or may be delayed, which may adversely affect
our anticipated results of operations and financial condition, or both.
 8




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
    
    the reason or reasons for which the Merger Agreement was terminated and whether such
termination resulted from factors adversely affecting us;
    
    the possibility that, as a result of the termination of the Merger Agreement, the
marketplace would consider us to be an unattractive acquisition candidate;
    
    the possible sale of shares of our common stock by short-term investors following an
announcement of termination of the Merger Agreement; and
    
    the fact that the current market price of our common stock may reflect a market
assumption as to whether the Merger will occur.
   9




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Our Future Operating Results Are Uncertain.
  Our Quarterly Operating Results Are Difficult To Predict.
    Our Stock Price Is Volatile.
  
    
    Actual or anticipated fluctuations in our operating results;
    
    Announcements of technological innovations and new or enhanced products by us or our
competitors;
    
    New contractual relationships with strategic partners by us or our competitors;
    
    Proposed acquisitions by us or our competitors; and
    
    Financial results that fail to meet public market analyst expectations of performance.
  We May Lose Competitive Advantages If Our Proprietary Rights Are Inadequately Protected.
 10




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We May Be Unable To Attract And Retain The Key Management And Technical Personnel That We Need To
Succeed.
  We Depend On International Sales for a Significant Percentage Of Our Revenue.
  
    
    The impact of recessionary environments in foreign economies;
    
    Longer receivables collection periods and greater difficulty in accounts receivable
collection;
    
    Difficulties in staffing and managing foreign operations;
    
    Political and economic instability;
    
    Unexpected changes in regulatory requirements;
    
    Reduced protection of intellectual property rights in some countries; and
    
    Tariffs and other trade barriers and import/export regulations.
  We Need To Successfully Manage Our Expanding Operations.
 11




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We Depend On The Growth Of The Communications, Semiconductor And Electronics Industries.
  We Are Controlled By Our Principal Stockholders And Management Which May Limit Your Ability To
Influence Stockholder Matters.
  Anti-Takeover Provisions in Ansofts Certificate Of Incorporation, Bylaws, And Under Delaware Law
Could Prevent An Acquisition.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
  12




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ITEM 3.
    
    LEGAL PROCEEDINGS
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
 Market Information.
  High
    
    LowFiscal year ended April 30, 20071st Quarter
    
    $
    23.20
    
    
    $
    17.772nd Quarter
    
    
    28.10
    
    
    
    19.723rd Quarter
    
    
    28.99
    
    
    
    23.654th Quarter
    
    
    33.49
    
    
    
    27.75Fiscal year ended April 30, 20081st Quarter
    
    $
    35.05
    
    
    $
    25.082nd Quarter
    
    
    34.39
    
    
    
    23.943rd Quarter
    
    
    30.63
    
    
    
    21.244th Quarter
    
    
    33.26
    
    
    
    21.68Fiscal year ended April 30, 20091st Quarter (through June 20, 2008)
    
    $
    37.43
    
    
    $
    33.95
  13




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##### Table of Contents



Measurement Period(Fiscal Year covered)
    
    Ansoft Corporation
    
    Nasdaq Composite Index
    
    Nasdaq Computer Index4/30/03
    
    100
    
    100
    
    1004/30/04
    
    164
    
    131
    
    1264/30/05
    
    272
    
    131
    
    1284/30/06
    
    519
    
    159
    
    1474/30/07
    
    758
    
    172
    
    1624/30/08
    
    778
    
    165
    
    165
 Dividends.
  Holders.
  Securities Authorized for Issuance Under Equity Compensation Plans.
  14




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##### Table of Contents



Number ofsecurities to beissued upon
    
    Weighted-average
    
    Number of securitiesexercise of
    
    exercise price of
    
    remaining availableOutstanding
    
    outstanding
    
    for future issuanceoptions, warrants
    
    options, warrants
    
    under equityPlan Category
    
    and rights
    
    and rights
    
    compensation plansEquity compensation plans approved by
security holders
    
    
    2,798,761
    
    
    $
    7.76
    
    
    
    972,000Total
    
    
    2,798,761
    
    
    $
    7.76
    
    
    
    972,000
 Issuer Purchases of Equity Securities.
  Total number of
    
    Maximumshares
    
    number ofrepurchased as
    
    shares that mayTotal
    
    
    
    
    
    part of publicly
    
    yet benumber of
    
    Average
    
    announced
    
    repurchasedshares
    
    price paid
    
    plans or
    
    under the plansPeriod
    
    repurchased
    
    per share
    
    programs
    
    or programs (1)Feb. 1, 2008  Feb. 28, 2008
    
    
    100,447
    
    
    $
    22.94
    
    
    
    7,640,726
    
    
    
    1,359,274March 1, 2008  March 31, 2008
    
    
    
    
    
    $
    
    
    
    
    7,640,726
    
    
    
    1,359,274April 1, 2008  April 30, 2008
    
    
    
    
    
    $
    
    
    
    
    7,640,726
    
    
    
    1,359,274Total
    
    
    100,447
    
    
    $
    22.94
 
 (1)
    
    All repurchases were made pursuant to a share repurchase program publicly announced in 1998
and amended in 2002, 2004, 2006 and 2007. On September 6, 2007, the Company announced that the
Board of Directors voted to amend its existing common stock repurchase program to permit the
Company to acquire an additional 1,000,000 shares of its common stock. Unless terminated
earlier by resolution of our Board
of Directors, the share repurchase program will expire when we have repurchased all shares
authorized for repurchase thereunder. Under the plan the Company is authorized to repurchase
9,000,000 shares. 15




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ITEM 6.
    
    SELECTED FINANCIAL DATA
  Fiscal Year Ended April 30,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(in thousands, except per share data)Consolidated Statement of Operations DataRevenue:License
    
    $
    59,744
    
    
    $
    51,026
    
    
    $
    42,849
    
    
    $
    39,322
    
    
    $
    32,301Service and other
    
    
    43,610
    
    
    
    38,113
    
    
    
    34,362
    
    
    
    28,348
    
    
    
    22,352Total revenue
    
    
    103,354
    
    
    
    89,139
    
    
    
    77,211
    
    
    
    67,670
    
    
    
    54,653Cost of revenue:License
    
    
    681
    
    
    
    607
    
    
    
    535
    
    
    
    505
    
    
    
    702Service and other
    
    
    1,913
    
    
    
    1,590
    
    
    
    1,420
    
    
    
    1,349
    
    
    
    1,155Total cost of revenue
    
    
    2,594
    
    
    
    2,197
    
    
    
    1,955
    
    
    
    1,854
    
    
    
    1,857Gross profit
    
    
    100,760
    
    
    
    86,942
    
    
    
    75,256
    
    
    
    65,816
    
    
    
    52,796Operating expenses:Sales and marketing
    
    
    37,795
    
    
    
    33,792
    
    
    
    31,506
    
    
    
    31,108
    
    
    
    26,930Research and development
    
    
    19,453
    
    
    
    19,662
    
    
    
    17,016
    
    
    
    16,901
    
    
    
    15,690General and administrative
    
    
    5,336
    
    
    
    5,672
    
    
    
    5,060
    
    
    
    4,861
    
    
    
    4,488Merger-related expenses
    
    
    1,728
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization
    
    
    1,170
    
    
    
    1,272
    
    
    
    1,467
    
    
    
    1,552
    
    
    
    3,182Total operating expenses
    
    
    65,482
    
    
    
    60,398
    
    
    
    55,049
    
    
    
    54,422
    
    
    
    50,290Income from operations
    
    
    35,278
    
    
    
    26,544
    
    
    
    20,207
    
    
    
    11,394
    
    
    
    2,506Other income, net (1)
    
    
    3,820
    
    
    
    2,636
    
    
    
    1,395
    
    
    
    2,206
    
    
    
    904Income before income taxes
    
    
    39,098
    
    
    
    29,180
    
    
    
    21,602
    
    
    
    13,600
    
    
    
    3,410Income tax expense
    
    
    14,983
    
    
    
    8,936
    
    
    
    3,805
    
    
    
    4,159
    
    
    
    854Net income
    
    $
    24,115
    
    
    $
    20,244
    
    
    $
    17,797
    
    
    $
    9,441
    
    
    $
    2,556Basic net income per share (2)
    
    $
    1.03
    
    
    $
    0.86
    
    
    $
    0.75
    
    
    $
    0.41
    
    
    $
    0.11Diluted net income per share (2)
    
    $
    0.95
    
    
    $
    0.77
    
    
    $
    0.69
    
    
    $
    0.36
    
    
    $
    0.10Weighted average shares outstanding  basic (2)
    
    
    23,415
    
    
    
    23,650
    
    
    
    23,694
    
    
    
    23,242
    
    
    
    23,344Weighted average shares outstanding  diluted (2)
    
    
    25,346
    
    
    
    26,182
    
    
    
    25,851
    
    
    
    25,892
    
    
    
    26,496
 
 1
    
    Other income consists primarily of interest income and foreign currency transaction
gains and losses. Included in other income is a net realized gain (loss) on the sale of
marketable securities of ($504), ($87 ), ($2), $732, and ($7) and other than temporary
declines on marketable securities of $0, $0, $0, $27, and $0 for the fiscal years ended
April 30, 2008, 2007, 2006, 2005,and 2004, respectively.2
    
    All share and per share information have been adjusted to reflect the two-for-one
stock split effected in the form of a 100% stock dividend that was declared on March 7,
2006 and distributed on May 9, 2006. April 30,2008
    
    2007
    
    2006
    
    2005
    
    2004(in thousands)Consolidated Balance Sheet DataCash and cash equivalents
    
    $
    46,012
    
    
    $
    49,356
    
    
    $
    16,456
    
    
    $
    11,910
    
    
    $
    15,218Working capital
    
    
    38,170
    
    
    
    43,374
    
    
    
    11,091
    
    
    
    7,578
    
    
    
    10,707Total assets
    
    
    121,876
    
    
    
    111,170
    
    
    
    85,080
    
    
    
    73,421
    
    
    
    67,636Long term liabilities
    
    
    4,232
    
    
    
    1,404
    
    
    
    1,088
    
    
    
    1,039
    
    
    
    10,242Total stockholders equity
    
    
    71,402
    
    
    
    74,783
    
    
    
    56,261
    
    
    
    49,285
    
    
    
    41,686
 16




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Overview
    2008
    
    2007
    
    2006High Performance Electronics
    
    
    82
    %
    
    
    82
    %
    
    
    82
    %Electromechanical
    
    
    18
    %
    
    
    18
    %
    
    
    18
    %
 Critical Accounting Policies
  17




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
    
    Revenue Recognition
    
    Valuation of Accounts Receivable
    
    Impairment of Long-Lived Assets
    
    Impairment of Marketable Securities Available for Sale
    
    Deferred Tax Asset Valuation Allowance
    
    Uncertain Tax Positions
           18




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##### Table of Contents



Results of Operations
 Fiscal Year Ended
    
    
    Fiscal Year EndedApril 30
    
    
    April 30Percent
    
    
    
    
    
    
    
    
    
    
    Percent(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2007
    
    
    2006
    
    
    ChangeRevenue
    
    $
    103,354
    
    
    $
    89,139
    
    
    
    15.9
    %
    
    $
    89,139
    
    
    $
    77,211
    
    
    
    15.4
    %Cost of revenue
    
    
    2,594
    
    
    
    2,197
    
    
    
    18.1
    %
    
    
    2,197
    
    
    
    1,955
    
    
    
    12.4
    %Gross profit
    
    
    100,760
    
    
    
    86,942
    
    
    
    15.9
    %
    
    
    86,942
    
    
    
    75,256
    
    
    
    15.5
    %Sales and marketing
    
    
    37,795
    
    
    
    33,792
    
    
    
    11.8
    %
    
    
    33,792
    
    
    
    31,506
    
    
    
    7.3
    %Research and development
    
    
    19,453
    
    
    
    19,662
    
    
    
    (1.1
    %)
    
    
    19,662
    
    
    
    17,016
    
    
    
    15.6
    %General and administrative
    
    
    5,336
    
    
    
    5,672
    
    
    
    (5.9
    %)
    
    
    5,672
    
    
    
    5,060
    
    
    
    12.1
    %Merger-related expenses
    
    
    1,728
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization
    
    
    1,170
    
    
    
    1,272
    
    
    
    (8.0
    %)
    
    
    1,272
    
    
    
    1,467
    
    
    
    (13.3
    %)Total operating expenses
    
    
    65,482
    
    
    
    60,398
    
    
    
    8.4
    %
    
    
    60,398
    
    
    
    55,049
    
    
    
    9.7
    %Income from operations
    
    
    35,278
    
    
    
    26,544
    
    
    
    32.9
    %
    
    
    26,544
    
    
    
    20,207
    
    
    
    31.4
    %Other income and interest expense, net
    
    
    3,820
    
    
    
    2,636
    
    
    
    44.9
    %
    
    
    2,636
    
    
    
    1,395
    
    
    
    89.0
    %Income before income taxes
    
    
    39,098
    
    
    
    29,180
    
    
    
    34.0
    %
    
    
    29,180
    
    
    
    21,602
    
    
    
    35.1
    %Income tax expense
    
    
    14,983
    
    
    
    8,936
    
    
    
    67.7
    %
    
    
    8,936
    
    
    
    3,805
    
    
    
    134.8
    %Net income
    
    $
    24,115
    
    
    $
    20,244
    
    
    
    19.1
    %
    
    $
    20,244
    
    
    $
    17,797
    
    
    
    13.7
    %
 19




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Year Ended April 30, 2008 compared with Year Ended April 30, 2007
 Revenue.
   Cost of revenue
 Sales and marketing expenses
 Research and development expenses
 General and administrative expenses.
 20




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##### Table of Contents



Merger-related expenses.
 Amortization expense.
 Other income and interest expense, net
  Income tax expense.
 Year Ended April 30, 2007 compared with Year Ended April 30, 2006
 Revenue.
   Cost of revenue
 21




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Sales and marketing expenses
 Research and development expenses
 General and administrative expenses.
 Amortization expense.
 Other income and interest expense, net
  Income tax expense.
 Quarterly Results of Operations
  22




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##### Table of Contents



Fiscal 2008
    
    Fiscal 2007April 30,
    
    Jan. 31,
    
    Oct. 31,
    
    July 31,
    
    April 30,
    
    Jan. 31,
    
    Oct. 31,
    
    July 31,2008
    
    2008
    
    2007
    
    2007
    
    2007
    
    2007
    
    2006
    
    2006(in thousands, except per share data)Total revenue
    
    $
    33,919
    
    
    $
    26,138
    
    
    $
    23,386
    
    
    $
    19,911
    
    
    $
    28,579
    
    
    $
    22,731
    
    
    $
    20,506
    
    
    $
    17,323Income from operations
    
    $
    12,607
    
    
    $
    10,036
    
    
    $
    7,416
    
    
    $
    5,219
    
    
    $
    10,780
    
    
    $
    7,377
    
    
    $
    5,551
    
    
    $
    2,836Net income(*)
    
    $
    8,504
    
    
    $
    6,509
    
    
    $
    5,231
    
    
    $
    3,871
    
    
    $
    7,934
    
    
    $
    6,311
    
    
    $
    3,710
    
    
    $
    2,289Basic net income per
share
    
    $
    0.36
    
    
    $
    0.28
    
    
    $
    0.22
    
    
    $
    0.16
    
    
    $
    0.33
    
    
    $
    0.27
    
    
    $
    0.16
    
    
    $
    0.10Diluted net income
per share
    
    $
    0.34
    
    
    $
    0.26
    
    
    $
    0.21
    
    
    $
    0.15
    
    
    $
    0.30
    
    
    $
    0.24
    
    
    $
    0.14
    
    
    $
    0.09Weighted average
number of shares
outstanding basic
    
    
    23,307
    
    
    
    23,329
    
    
    
    23,298
    
    
    
    23,725
    
    
    
    23,804
    
    
    
    23,599
    
    
    
    23,609
    
    
    
    23,609 diluted
    
    
    25,037
    
    
    
    25,182
    
    
    
    25,301
    
    
    
    25,859
    
    
    
    26,233
    
    
    
    26,138
    
    
    
    26,151
    
    
    
    26,174
 
 *
    
    Includes merger-related expenses, net of tax, of $1,728 for the three month period
ending April 30, 2008. Liquidity and Capital Resources
     23




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##### Table of Contents



Contractual Obligations
    
    Total
    
    Less than 1 Year
    
    1-3 Years
    
    3-5 Years
    
    More than 5 YearsOperating Lease Obligations
    
    $
    7,293
    
    
    $
    2,684
    
    
    $
    3,543
    
    
    $
    1,050
    
    
    $
    16Unrecognized Tax Benefits (*)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 *
    
    Gross unrecognized tax benefits of approximately $3.5 million have been recorded as
liabilities in accordance with Financial Standards Accounting Board Interpretation No. 48,
and the Company is uncertain as to if or when such amounts may be settled and as a result
such amounts are excluded from the table above. Related to the unrecognized tax benefits
not included in the table above, the Company has also recorded a liability for potential
penalties and interest of approximately $0.2 million. Stock Repurchase Program
  Foreign Currency Fluctuations.
 Effect of Recent Accounting Pronouncements
 Fair Value Measurements Accounting for Leases
   Seasonal Effects
  24




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
    Fiscal year ended
    
    Fiscal year ended
    
    Fiscal year endedForeign Currency
    
    April 30, 2008
    
    April 30, 2007
    
    April 30, 2006Yen
    
    
    113.00
    
    
    
    117.70
    
    
    
    113.78Euro
    
    
    1.44
    
    
    
    1.29
    
    
    
    1.22
 25




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 INDEX TO FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    27Consolidated Balance Sheets as of April 30, 2008 and 2007
    
    
    28Consolidated Statements of Operations for the fiscal years ended April 30, 2008, 2007 and 2006
    
    
    29Consolidated Statements of Stockholders Equity and Comprehensive Income for the fiscal years ended April 30, 2008, 2007 and 2006
    
    
    30Consolidated Statements of Cash Flows for the fiscal years ended April 30, 2008, 2007 and 2006
    
    
    31Notes to Consolidated Financial Statements
    
    
    32Financial Statement Schedule: Schedule II  Valuation and Qualifying Accounts and Reserves
    
    
    48
 26




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Accounting for
Uncertainty in Income Taxes Share-Based Payment
   
 27




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##### Table of Contents



ANSOFT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
 April 30,
    
    
    April 30,2008
    
    
    2007AssetsCurrent assetsCash and cash equivalents
    
    $
    46,012
    
    
    $
    49,356Accounts receivable, net of allowance for doubtful
accounts of $1,331 and $973, respectively
    
    
    34,690
    
    
    
    24,994Deferred income taxes
    
    
    1,292
    
    
    
    1,441Prepaid expenses and other assets
    
    
    2,418
    
    
    
    2,566Total current assets
    
    
    84,412
    
    
    
    78,357Equipment and furniture, net
    
    
    2,366
    
    
    
    2,514Marketable securities
    
    
    29,210
    
    
    
    22,383Other assets
    
    
    197
    
    
    
    155Deferred income taxes
    
    
    4,452
    
    
    
    5,352Goodwill
    
    
    1,239
    
    
    
    1,239Other intangible assets, net
    
    
    
    
    
    
    1,170Total assets
    
    $
    121,876
    
    
    $
    111,170Liabilities and stockholders equityCurrent liabilitiesAccounts payable
    
    $
    787
    
    
    $
    626Accrued payroll
    
    
    4,360
    
    
    
    3,380Accrued income taxes
    
    
    890
    
    
    
    603Other accrued expenses
    
    
    6,466
    
    
    
    4,130Current portion of deferred revenue
    
    
    33,739
    
    
    
    26,244Total current liabilities
    
    
    46,242
    
    
    
    34,983Long-term liabilitiesAccrued income taxes
    
    
    3,007
    
    
    
    Long-term portion of deferred revenue
    
    
    1,225
    
    
    
    1,404Total liabilities
    
    
    50,474
    
    
    
    36,387Stockholders equityPreferred stock, par value $0.01 per share; 1,000
shares authorized, no shares outstanding
    
    
    
    
    
    
    Common stock, par value $0.01 per share; 50,000
shares authorized; issued 30,240 and 29,258 shares,
respectively and outstanding 23,489 and 23,956,
respectively
    
    
    302
    
    
    
    293Additional paid-in capital
    
    
    96,217
    
    
    
    85,754Treasury stock, 6,751 and 5,302 shares, respectively
    
    
    (88,188
    )
    
    
    (49,176
    )Accumulated other comprehensive income (loss)
    
    
    80
    
    
    
    (964
    )Retained earnings
    
    
    62,991
    
    
    
    38,876Total stockholders equity
    
    
    71,402
    
    
    
    74,783Total liabilities and stockholders equity
    
    $
    121,876
    
    
    $
    111,170
  28




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##### Table of Contents



ANSOFT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 Fiscal Year Ended April 30,
    
    2008
    
    
    2007
    
    
    2006RevenueLicense
    
    $
    59,744
    
    
    $
    51,026
    
    
    $
    42,849Service and other
    
    
    43,610
    
    
    
    38,113
    
    
    
    34,362Total revenue
    
    
    103,354
    
    
    
    89,139
    
    
    
    77,211Cost of revenueLicense revenue
    
    
    681
    
    
    
    607
    
    
    
    535Service and other
    
    
    1,913
    
    
    
    1,590
    
    
    
    1,420Total cost of revenue
    
    
    2,594
    
    
    
    2,197
    
    
    
    1,955Gross profit
    
    
    100,760
    
    
    
    86,942
    
    
    
    75,256Operating ExpensesSales and marketing
    
    
    37,795
    
    
    
    33,792
    
    
    
    31,506Research and development
    
    
    19,453
    
    
    
    19,662
    
    
    
    17,016General and administrative
    
    
    5,336
    
    
    
    5,672
    
    
    
    5,060Merger-related expenses
    
    
    1,728
    
    
    
    
    
    
    
    Amortization
    
    
    1,170
    
    
    
    1,272
    
    
    
    1,467Total operating expenses
    
    
    65,482
    
    
    
    60,398
    
    
    
    55,049Income from operations
    
    
    35,278
    
    
    
    26,544
    
    
    
    20,207Other income, net
    
    
    3,820
    
    
    
    2,636
    
    
    
    1,395Income before income taxes
    
    
    39,098
    
    
    
    29,180
    
    
    
    21,602Income taxes expense
    
    
    14,983
    
    
    
    8,936
    
    
    
    3,805Net income
    
    $
    24,115
    
    
    $
    20,244
    
    
    $
    17,797Basic net income per share
    
    $
    1.03
    
    
    $
    0.86
    
    
    $
    0.75Diluted net income per share
    
    $
    0.95
    
    
    $
    0.77
    
    
    $
    0.69Weighted average shares outstanding  basic
    
    
    23,415
    
    
    
    23,650
    
    
    
    23,694Weighted average shares outstanding  diluted
    
    
    25,346
    
    
    
    26,182
    
    
    
    25,851
  29




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##### Table of Contents



ANSOFT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
(in thousands)
 AccumulatedCommon
    
    
    
    
    
    
    Additional
    
    
    Treasury
    
    
    
    
    
    
    OtherComprehensive
    
    
    Stock
    
    
    
    
    
    
    Paid-in
    
    
    Stock
    
    
    
    
    
    
    ComprehensiveIncome (Loss)
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Income (Loss)
    
    
    Retained EarningsBalance, April 30, 2005
    
    
    
    
    
    
    27,802
    
    
    $
    280
    
    
    $
    70,270
    
    
    
    (3,636
    )
    
    $
    (21,762
    )
    
    $
    (338
    )
    
    $
    835Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,176
    )
    
    
    (16,151
    )
    
    
    
    
    
    
    Issuance of common stock
    
    
    
    
    
    
    774
    
    
    
    6
    
    
    
    2,754
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax effect of stock option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,771
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    17,797
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,797Foreign currency translation
    
    
    (240
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (240
    )
    
    
    Reclassification adjustment
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    Change in unrealized gain on marketable securities
    
    
    (963
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (963
    )
    
    
    Comprehensive income
    
    $
    16,596
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, April 30, 2006
    
    
    
    
    
    
    28,576
    
    
    $
    286
    
    
    $
    76,795
    
    
    
    (4,812
    )
    
    $
    (37,913
    )
    
    $
    (1,539
    )
    
    $
    18,632Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (490
    )
    
    
    (11,263
    )
    
    
    
    
    
    
    Issuance of common stock
    
    
    
    
    
    
    682
    
    
    
    7
    
    
    
    2,456
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax effect of stock option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,923
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,580
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    20,244
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,244Foreign currency translation
    
    
    (708
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (708
    )
    
    
    Reclassification adjustment
    
    
    87
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87
    
    
    
    Change in unrealized loss on marketable securities
    
    
    1,196
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,196
    
    
    
    Comprehensive income
    
    $
    20,819
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, April 30, 2007
    
    
    
    
    
    
    29,258
    
    
    $
    293
    
    
    $
    85,754
    
    
    
    (5,302
    )
    
    $
    (49,176
    )
    
    $
    (964
    )
    
    $
    38,876Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,449
    )
    
    
    (39,012
    )
    
    
    
    
    
    
    Issuance of common stock
    
    
    
    
    
    
    982
    
    
    
    9
    
    
    
    3,425
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax effect of stock option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,860
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,178
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    24,115
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,115Foreign currency translation
    
    
    1,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,050
    
    
    
    Reclassification adjustment
    
    
    504
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    504
    
    
    
    Change in unrealized gain on marketable securities
    
    
    (510
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (510
    )
    
    
    Comprehensive income
    
    $
    25,159
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, April 30, 2008
    
    
    
    
    
    
    30,240
    
    
    $
    302
    
    
    $
    96,217
    
    
    
    (6,751
    )
    
    $
    (88,188
    )
    
    $
    80
    
    
    $
    62,991
  30




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##### Table of Contents



ANSOFT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Fiscal year ended April 30,2008
    
    
    2007
    
    
    2006Cash flows from operating activitiesNet income
    
    $
    24,115
    
    
    $
    20,244
    
    
    $
    17,797Adjustments to reconcile net income to net cash provided
by operating activitiesDepreciation
    
    
    970
    
    
    
    1,019
    
    
    
    1,326Amortization
    
    
    1,655
    
    
    
    1,725
    
    
    
    1,875Stock-based compensation
    
    
    1,178
    
    
    
    2,580
    
    
    
    Excess tax benefit from stock-based compensation
    
    
    (5,860
    )
    
    
    (3,923
    )
    
    
    Deferred taxes
    
    
    1,049
    
    
    
    (403
    )
    
    
    16Loss on sale of marketable securities
    
    
    504
    
    
    
    87
    
    
    
    2Changes in assets and liabilitiesAccounts receivable
    
    
    (7,461
    )
    
    
    (4,624
    )
    
    
    (3,125
    )Prepaid expenses and other assets
    
    
    224
    
    
    
    (633
    )
    
    
    (815
    )Other long-term assets and liabilities, net
    
    
    (42
    )
    
    
    (24
    )
    
    
    (14
    )Accounts payable and accrued expenses
    
    
    12,069
    
    
    
    4,768
    
    
    
    6,029Deferred revenue
    
    
    5,234
    
    
    
    6,440
    
    
    
    2,879Net cash provided by operating activities
    
    
    33,635
    
    
    
    27,256
    
    
    
    25,970Cash flows from investing activitiesPurchases of equipment and furniture
    
    
    (812
    )
    
    
    (936
    )
    
    
    (1,134
    )Proceeds from the sale of marketable securities
    
    
    18,565
    
    
    
    17,000
    
    
    
    3,177Purchase of marketable securities
    
    
    (26,387
    )
    
    
    (5,017
    )
    
    
    (9,676
    )Net cash provided by (used in) investing activities
    
    
    (8,634
    )
    
    
    11,047
    
    
    
    (7,633
    )Purchase of treasury stock
    
    
    (39,012
    )
    
    
    (11,263
    )
    
    
    (16,151
    )Proceeds from the issuance of common stock
    
    
    3,434
    
    
    
    2,463
    
    
    
    2,760Excess tax benefit from stock-based compensation
    
    
    5,860
    
    
    
    3,923
    
    
    
    Net cash used in financing activities
    
    
    (29,718
    )
    
    
    (4,877
    )
    
    
    (13,391
    )Effect of exchange rate changes
    
    
    1,373
    
    
    
    (526
    )
    
    
    (400
    )Cash and cash equivalents at beginning of year
    
    
    49,356
    
    
    
    16,456
    
    
    
    11,910Cash and cash equivalents at end of year
    
    $
    46,012
    
    
    $
    49,356
    
    
    $
    16,456Supplemental disclosures of cash flow informationCash paid (received) for income taxes
    
    $
    4,898
    
    
    $
    4,904
    
    
    $
    (695
    )
  31




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ANSOFT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (in thousands, except per share amounts)
 1. Nature of Business and Summary of Significant Accounting Policies
 Nature of Business
  Merger Agreement with ANSYS, Inc.
     Principles of Consolidation and Basis of Presentation
    32




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##### Table of Contents



Use of Estimates
  Cash Equivalents
  Allowance for Doubtful Accounts
  Marketable Securities
  Equipment and Furniture
  Goodwill and Other Intangible Assets
   Impairment of Long-Lived Assets
 33




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##### Table of Contents



Revenue Recognition
      Deferred revenue
  Software Development Costs
  34




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##### Table of Contents



Income Taxes
  Net Income Per Share
   Income
    
    
    Shares
    
    
    Per share amountFiscal year ended April 30, 2008Basic net income per share
    
    $
    24,115
    
    
    
    23,415
    
    
    $
    1.03Effect of dilutive securities:Stock options
    
    
    
    
    
    
    1,931
    
    
    
    (0.08
    )Diluted net income per share
    
    $
    24,115
    
    
    
    25,346
    
    
    $
    0.95Fiscal year ended April 30, 2007Basic net income per share
    
    $
    20,244
    
    
    
    23,650
    
    
    $
    0.86Effect of dilutive securities:Stock options
    
    
    
    
    
    
    2,532
    
    
    
    (0.09
    )Diluted net income per share
    
    $
    20,244
    
    
    
    26,182
    
    
    $
    0.77Fiscal year ended April 30, 2006Basic net income per share
    
    $
    17,797
    
    
    
    23,694
    
    
    $
    0.75Effect of dilutive securities:Stock options
    
    
    
    
    
    
    2,157
    
    
    
    (0.06
    )Diluted net income per share
    
    $
    17,797
    
    
    
    25,851
    
    
    $
    0.69
 Stock-Based Compensation
  35




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##### Table of Contents



Fiscal Year endedApril 30,2006Net income as reported
    
    $
    17,797Deduct: Total stock-based compensation expense
determined under fair value based method, net of
tax
    
    
    (2,037
    )Pro forma net income
    
    $
    15,760Net income per basic common share, as reported
    
    $
    0.75Pro forma net income per basic common share
    
    $
    0.67Net income per diluted common share, as reported
    
    $
    0.69Pro forma net income per diluted common share
    
    $
    0.61
   36




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##### Table of Contents



Fiscal Year ended
    
    Fiscal Year ended
    
    Fiscal Year endedApril 30,
    
    April 30,
    
    April 30,2008
    
    2007
    
    2006Risk-free rate (%)
    
    
    4.01
    
    
    
    4.64
    
    
    
    4.23Volatility (%)
    
    
    42.66
    
    
    
    47.25
    
    
    
    67.35Expected life (in years)
    
    
    5.5
    
    
    
    5.3
    
    
    
    6.0Dividend yield (%)
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
  Comprehensive Income
   April 30,2008
    
    
    2007Foreign currency translation gain (loss)
    
    $
    378
    
    
    $
    (672
    )Unrealized loss on available for sale securities
    
    
    (298
    )
    
    
    (292
    )Accumulated other comprehensive income (loss)
    
    $
    80
    
    
    $
    (964
    )
 Foreign Currency Translation
  Fair Value of Financial Instruments
  Reclassification
  2. Recent Accounting Pronouncements
 Fair Value Measurements
 37




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##### Table of Contents



Accounting for Leases
   3. Equipment and Furniture
  April 30,2008
    
    
    2007Computers and equipment
    
    $
    8,128
    
    
    $
    7,459Furniture and fixtures
    
    
    1,250
    
    
    
    1,138Leasehold improvements
    
    
    1,003
    
    
    
    93610,381
    
    
    
    9,533Less allowances for depreciation and amortization
    
    
    8,015
    
    
    
    7,019$
    2,366
    
    
    $
    2,514
 4. Other Intangible Assets
  April 30,2008
    
    
    2007Customer list
    
    $
    18,488
    
    
    $
    18,488Non-compete
    
    
    2,500
    
    
    
    2,500Purchased technology
    
    
    2,230
    
    
    
    2,230Trademark
    
    
    212
    
    
    
    21223,430
    
    
    
    23,430Less allowances for amortization
    
    
    23,430
    
    
    
    22,260$
    
    
    
    $
    1,170
  5. Marketable Securities
  Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gain
    
    
    (Loss)
    
    
    ValueApril 30, 2008Bond Funds
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Corporate Bonds
    
    
    29,508
    
    
    
    146
    
    
    
    (444
    )
    
    
    29,210Total marketable securities
    
    $
    29,508
    
    
    $
    146
    
    
    $
    (444
    )
    
    $
    29,210
 38




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##### Table of Contents



Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gain
    
    
    (Loss)
    
    
    ValueApril 30, 2007Bond Funds
    
    $
    2,696
    
    
    $
    10
    
    
    $
    (6
    )
    
    $
    2,700Corporate Bonds
    
    
    19,979
    
    
    
    38
    
    
    
    (334
    )
    
    
    19,683Total marketable securities
    
    $
    22,675
    
    
    $
    48
    
    
    $
    (340
    )
    
    $
    22,383
     Less than 12 Months
    
    
    12 Months or Longer
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedDescription of Securities
    
    Value
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesCorporate Bonds
    
    $
    16,115
    
    
    $
    321
    
    
    $
    2,250
    
    
    $
    123
    
    
    $
    18,365
    
    
    $
    444
  Amortized Cost
    
    
    Fair ValueDue in one year or less
    
    $
    760
    
    
    $
    755Due after one year through five years
    
    $
    19,041
    
    
    $
    18,884Due after five years through ten years
    
    $
    8,772
    
    
    $
    8,664Due after ten years
    
    $
    935
    
    
    $
    907Total
    
    $
    29,508
    
    
    $
    29,210
  6. Line of Credit
    39




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##### Table of Contents



7.  Leases
  Year ending April 30,2009
    
    
    2,6842010
    
    
    1,9332011
    
    
    1,6102012
    
    
    8272013
    
    
    223
 8.  Common Stock Options
   Weighted-AverageRemainingWeighted-Average
    
    Contractual Life
    
    Aggregate IntrinsicNumber of Shares
    
    Exercise Price
    
    (Years)
    
    ValueOutstanding, April 30, 2007
    
    
    3,552
    
    
    $
    5.18Granted
    
    
    265
    
    
    $
    27.05Exercised
    
    
    (982
    )
    
    $
    3.50Cancelled
    
    
    (36
    )
    
    $
    11.06Outstanding, April 30, 2008
    
    
    2,799
    
    
    $
    7.76
    
    
    
    4.27
    
    
    $
    71,100Exercisable, April 30, 2008
    
    
    2,326
    
    
    $
    4.89
    
    
    
    3.42
    
    
    $
    65,776
    40




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##### Table of Contents



Weighted-AverageNumber of Shares
    
    Fair ValueNonvested, April 30, 2007
    
    
    513
    
    
    $
    6.05Granted
    
    
    265
    
    
    $
    12.19Vested
    
    
    (269
    )
    
    $
    3.96Forfeited
    
    
    (36
    )
    
    $
    6.27Nonvested, April 30, 2008
    
    
    473
    
    
    $
    9.28
  Options Outstanding
    
    Options ExercisableWeighted-Average
    
    Weighted-
    
    
    
    
    
    Weighted-Remaining
    
    Average
    
    
    
    
    
    AverageContractual
    
    Exercise
    
    
    
    
    
    ExerciseRange Of Exercise Prices
    
    Shares
    
    Life (Years)
    
    Price
    
    Shares
    
    Price$2.37-$3.47
    
    
    569
    
    
    
    2.69
    
    
    
    2.59
    
    
    
    569
    
    
    
    2.59$3.65-$5.48
    
    
    1,119
    
    
    
    3.31
    
    
    
    4.51
    
    
    
    1,110
    
    
    
    4.51$5.50-$8.18
    
    
    654
    
    
    
    4.19
    
    
    
    6.60
    
    
    
    581
    
    
    
    6.55$8.65-$12.34
    
    
    72
    
    
    
    6.75
    
    
    
    10.61
    
    
    
    32
    
    
    
    10.40$13.10-$19.58
    
    
    31
    
    
    
    7.07
    
    
    
    15.12
    
    
    
    12
    
    
    
    14.79$20.43-$30.99
    
    
    285
    
    
    
    9.24
    
    
    
    25.98
    
    
    
    14
    
    
    
    23.70$31.00-$34.57
    
    
    69
    
    
    
    9.19
    
    
    
    32.48
    
    
    
    8
    
    
    
    32.27
 9.  Segment Reporting, Export Sales and Credit Risk
   2008
    
    2007
    
    2006High Performance Electronics
    
    
    82
    %
    
    
    82
    %
    
    
    82
    %Electromechanical
    
    
    18
    %
    
    
    18
    %
    
    
    18
    %
   41




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##### Table of Contents



10. Income Tax
  April 30,2008
    
    
    2007
    
    
    2006Domestic
    
    $
    38,068
    
    
    $
    28,079
    
    
    $
    20,848Foreign
    
    
    1,030
    
    
    
    1,101
    
    
    
    754Total
    
    $
    39,098
    
    
    $
    29,180
    
    
    $
    21,602
  April 30,2008
    
    
    2007
    
    
    2006Current:Federal
    
    $
    11,341
    
    
    $
    7,142
    
    
    $
    2,554State
    
    
    2,216
    
    
    
    1,781
    
    
    
    953Foreign
    
    
    377
    
    
    
    416
    
    
    
    282Total
    
    
    13,934
    
    
    
    9,339
    
    
    
    3,789Deferred:Federal
    
    
    708
    
    
    
    112
    
    
    
    87State
    
    
    280
    
    
    
    (81
    )
    
    
    (29
    )Foreign
    
    
    61
    
    
    
    (434
    )
    
    
    (42
    )Total
    
    
    1,049
    
    
    
    (403
    )
    
    
    16Total expense for income tax
    
    $
    14,983
    
    
    $
    8,936
    
    
    $
    3,805
  April 30,2008
    
    
    2007
    
    
    2006Income tax expense at statutory rate
    
    $
    13,684
    
    
    $
    10,213
    
    
    $
    7,561State income tax, net of federal benefit
    
    
    1,518
    
    
    
    1,086
    
    
    
    634Research and development credit
    
    
    (1,163
    )
    
    
    (2,176
    )
    
    
    (1,056
    )Rate differential between U.S and foreign taxes
    
    
    74
    
    
    
    81
    
    
    
    54Change in valuation allowance
    
    
    196
    
    
    
    (404
    )
    
    
    (1,131
    )Merger related expenses
    
    
    605
    
    
    
    
    
    
    
    Foreign tax credit
    
    
    
    
    
    
    
    
    
    
    (2,365
    )Stock-based compensation
    
    
    335
    
    
    
    406
    
    
    
    Other, net
    
    
    (266
    )
    
    
    (270
    )
    
    
    108Actual income tax expense
    
    $
    14,983
    
    
    $
    8,936
    
    
    $
    3,805
   Fiscal year ending April 30,2008
    
    
    2007
    
    
    2006Tax effect of stock option exercises
    
    $
    (5,860
    )
    
    $
    (3,923
    )
    
    $
    (3,771
    )
 42




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##### Table of Contents



April 30,2008
    
    
    2007Deferred tax assets:Net operating loss carryforward
    
    $
    338
    
    
    $
    393Capital loss carryovers
    
    
    885
    
    
    
    804Allowance for doubtful accounts
    
    
    500
    
    
    
    370Research and development tax credit carryforward
    
    
    435
    
    
    
    1,570Intangible assets
    
    
    3,445
    
    
    
    3,530Stock-based compensation
    
    
    420
    
    
    
    323Accrued expenses
    
    
    120
    
    
    
    325Deferred revenue
    
    
    220
    
    
    
    Furniture and equipment
    
    
    266
    
    
    
    282Net unrealized losses on available for sale securities
    
    
    116
    
    
    
    111Total gross deferred tax assets
    
    
    6,745
    
    
    
    7,708Less valuation allowance
    
    
    (1,001
    )
    
    
    (915
    )Net deferred taxes
    
    $
    5,744
    
    
    $
    6,793
  
  43




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##### Table of Contents



Gross balance at May 1, 2007
    
    $
    3,860Prior period tax positionsIncreases
    
    
    Decreases
    
    
    (808
    )Current period tax positionsIncreases
    
    
    450Decreases
    
    
    Settlements
    
    
    Expiration of statutes
    
    
    (36
    )Gross balance at April 30, 2008
    
    $
    3,466Amount that would affect the effective tax rate if recognized
    
    $
    3,108
    11. Employee Benefit Plan
  12. Commitments And Contingencies
   44




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES
            45




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
        
 46




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##### Table of Contents



ITEM 9B.
    
    OTHER INFORMATION
 
  
 ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  47




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  PageReport of Independent Registered Public Accounting Firm
    
    
    27Consolidated Balance Sheets as of April 30, 2008 and 2007
    
    
    28Consolidated Statements of Operations for the years ended April 30, 2008, 2007 and 2006
    
    
    29Consolidated Statements of Stockholders Equity and Comprehensive Income for the years
ended April 30, 2008, 2007 and 2006
    
    
    30Consolidated Statements of Cash Flows for the years ended April 30, 2008, 2007 and 2006
    
    
    31Notes to Consolidated Financial Statements
    
    
    32
 
 (b)
    
    Exhibits. The exhibits filed or incorporated by reference as a part of this report are listed
in the Index to Exhibits which appears on the following page and are incorporated by reference.(c)
    
    Schedules.  Financial statement schedules not listed above have been omitted because they are inapplicable, are
not required under applicable provisions of Regulation S-X, or the information that would otherwise
be included in such schedules is contained in the registrants financial statements or accompanying
notes.
 
 
 AdditionsBalance as of
    
    (Deductions)
    
    
    
    
    
    Balance as ofthe Beginning
    
    Charged to Costs
    
    
    
    
    
    the End ofof the Period
    
    and Expenses
    
    Deductions
    
    the PeriodYear ended April
30, 2008 Allowance
for doubtful
accounts
    
    
    973
    
    
    
    485
    
    
    
    (127
    )
    
    
    1,331Year ended April
30, 2007 Allowance
for doubtful
accounts
    
    
    545
    
    
    
    564
    
    
    
    (136
    )
    
    
    973Year ended April
30, 2006 Allowance
for doubtful
accounts
    
    
    425
    
    
    
    143
    
    
    
    (23
    )
    
    
    545
 48




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger by and among ANSYS, Inc., Evgeni, Inc., Sidney LLC, and
the Company (incorporated by reference to Exhibit 2.1 to the Registrants Current
Report on Form 8-K filed March 31, 2008, file number 000-27874)3.1
    
    Amended and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Registrants Annual Report on Form 10-K for the year
ended April 30, 2006, file number 000-27874)3.3
    
    Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to
the Registrants Current Report on Form 8-K filed May 2, 2008, file number 000-27874)10.1
    
    1988 Stock Option Plan of the Company (incorporated by reference from Registration
Statement No. 333-1398)**10.2
    
    1995 Stock Option Plan of the Company (incorporated by reference from Registration
Statement No. 333-1398)**10.3
    
    Zoltan Cendes Stock Option Agreement, dated April 30, 1995 (incorporated by reference
from Registration Statement No. 333-1398)10.4
    
    Loan Agreement by and between Ansoft Corporation and PNC Bank, National Association
dated October 21, 2004 (incorporated by reference to Exhibit 99.1 to the Registrants
Current Report on Form 8-K filed October 21, 2004, file number 000-27874)10.5
    
    Jacob K. White Stock Option Agreement dated February 1, 1996, as amended (incorporated
by reference from Registration Statement No. 333-40189)10.6
    
    John N. Whelihan Stock Option Agreement dated February 1, 1996, as amended
(incorporated by reference from Registration Statement No. 333-40189)10.7
    
    Agilent HFSS Technology and License Transfer Agreement dated May 1, 2001 (incorporated
by reference to Exhibit 10.12 to the Registrants Annual Report on Form 10-K for the
year ended April 30, 2003, file number 000-27874)10.8
    
    Letter dated October 28, 2005 amending the Loan Agreement by and between Ansoft
Corporation and PNC Bank, National Association dated October 21, 2004 (incorporated by
reference to Exhibit 10.13 to the Registrants Form 10-Q for the period ended October
31, 2005, file number 000-27874).10.9
    
    2006 Stock Incentive Plan of the Company (incorporated by reference to Exhibit 10.9 to
the Registrants Annual Report on Form 10-K for the for the year ended April 30, 2006,
file number 000-27874) **10.10
    
    Letter dated September 27, 2007 amending the Loan Agreement by and between Ansoft
Corporation and PNC Bank, National Association dated October 21, 2004 Company
(incorporated by reference to Exhibit 10.15 to the Registrants Form 10-Q for the
period ended October 31, 2007, file number 000-27874).14
    
    Code of Business Conduct  this code of ethics may be accessed at the Companys
website: www.ansoft.com21.1
    
    Subsidiaries of the registrant (incorporated by reference from the Companys Annual
Report on Form 10-K for the fiscal year ended April 30, 1997, file number 000-27874)23.1
    
    Consent of Independent Registered Public Accounting Firm (filed herewith)31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
 49




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##### Table of Contents



ExhibitNumber
    
    Description31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith)
 
 **
    
    Incentive or stock compensation plan of the Company 
 SIGNATURES
  ANSOFT CORPORATIONBy
    /s/ Nicholas CsendesNicholas CsendesPresident  Signature
    
    Title/s/ Nicholas Csendes

Nicholas Csendes
    
    Director, President and Chief Executive Officer (Principal
Executive Officer)/s/ Shane Emswiler

Shane Emswiler
    
    Chief Financial Officer (Principal
Financial and Accounting Officer)/s/ Zoltan J. Cendes

Zoltan J. Cendes
    
    Director, Chief Technology Officer and
Chairman of the Board of Directors/s/ Peter Robbins

Peter Robbins
    
    Director/s/ Paul Quast

Paul Quast
    
    Director/s/ John N. Whelihan

John N. Whelihan
    
    Director
 50