filings.toolsSynopsys 10-Q 2024-07-31
Filed 2024-08-23. 8 sections, 318K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2024
OR
| ☐ | 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: 000-19807
SYNOPSYS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 56-1546236 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
675 ALMANOR AVE
SUNNYVALE, CA 94085
(Address of principal executive offices, including zip code)
(650) 584-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock (par value of $0.01 per share) | SNPS | Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ý | Accelerated Filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ☐ | |||||||||||||||||
| 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of August 21, 2024, there were 153,613,744 shares of the registrant’s common stock outstanding.
SYNOPSYS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDED JULY 31, 2024
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SYNOPSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except par value amounts)
| July 31, 2024 | October 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,839,815 | $ | 1,433,966 | |||||||
| Short-term investments | 154,431 | 151,639 | |||||||||
| Total cash, cash equivalents and short-term investments | 1,994,246 | 1,585,605 | |||||||||
| Accounts receivable, net | 805,198 | 856,660 | |||||||||
| Inventories | 386,009 | 325,590 | |||||||||
| Prepaid and other current assets | 914,598 | 548,115 | |||||||||
| Current assets held for sale | 1,027,702 | 114,654 | |||||||||
| Total current assets | 5,127,753 | 3,430,624 | |||||||||
| Property and equipment, net | 571,408 | 549,837 | |||||||||
| Operating lease right-of-use assets, net | 556,593 | 559,923 | |||||||||
| Goodwill | 3,444,349 | 3,346,065 | |||||||||
| Intangible assets, net | 266,092 | 239,577 | |||||||||
| Deferred income taxes | 1,102,716 | 853,526 | |||||||||
| Other long-term assets | 579,773 | 444,820 | |||||||||
| Long-term assets held for sale | — | 908,759 | |||||||||
| Total assets | $ | 11,648,684 | $ | 10,333,131 | |||||||
| LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | 756,983 | $ | 1,059,914 | |||||||
| Operating lease liabilities | 89,869 | 79,832 | |||||||||
| Deferred revenue | 1,356,804 | 1,559,461 | |||||||||
| Current liabilities held for sale | 331,294 | 286,244 | |||||||||
| Total current liabilities | 2,534,950 | 2,985,451 | |||||||||
| Long-term operating lease liabilities | 568,407 | 579,686 | |||||||||
| Long-term deferred revenue | 319,080 | 150,827 | |||||||||
| Long-term debt | 15,599 | 18,078 | |||||||||
| Other long-term liabilities | 465,233 | 381,531 | |||||||||
| Long-term liabilities held for sale | — | 33,257 | |||||||||
| Total liabilities | 3,903,269 | 4,148,830 | |||||||||
| Redeemable non-controlling interest | 31,043 | 31,043 | |||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.01 par value: 2,000 shares authorized; none outstanding | — | — | |||||||||
| Common stock, $0.01 par value: 400,000 shares authorized; 153,613 and 152,053 shares outstanding, respectively | 1,536 | 1,521 | |||||||||
| Capital in excess of par value | 1,192,363 | 1,276,152 | |||||||||
| Retained earnings | 7,884,044 | 6,741,699 | |||||||||
| Treasury stock, at cost: 3,648 and 5,207 shares, respectively | (1,188,435) | (1,675,650) | |||||||||
| Accumulated other comprehensive income (loss) | (180,112) | (196,414) | |||||||||
| Total Synopsys stockholders’ equity | 7,709,396 | 6,147,308 | |||||||||
| Non-controlling interest | 4,976 | 5,950 | |||||||||
| Total stockholders’ equity | 7,714,372 | 6,153,258 | |||||||||
| Total liabilities, redeemable non-controlling interest and stockholders’ equity | $ | 11,648,684 | $ | 10,333,131 |
See the accompanying Notes to Condensed Consolidated Financial Statements (unaudited).
SYNOPSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share amounts)
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Time-based products | $ | 803,147 | $ | 827,396 | $ | 2,389,924 | $ | 2,235,531 | |||||||||||||||
| Upfront products | 442,528 | 292,653 | 1,281,283 | 958,631 | |||||||||||||||||||
| Total products revenue | 1,245,675 | 1,120,049 | 3,671,207 | 3,194,162 | |||||||||||||||||||
| Maintenance and service | 280,074 | 234,341 | 820,243 | 656,469 | |||||||||||||||||||
| Total revenue | 1,525,749 | 1,354,390 | 4,491,450 | 3,850,631 | |||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||
| Products | 179,536 | 174,460 | 553,753 | 500,146 | |||||||||||||||||||
| Maintenance and service | 96,630 | 74,978 | 275,348 | 211,833 | |||||||||||||||||||
| Amortization of acquired intangible assets | 14,510 | 10,994 | 41,165 | 32,683 | |||||||||||||||||||
| Total cost of revenue | 290,676 | 260,432 | 870,266 | 744,662 | |||||||||||||||||||
| Gross margin | 1,235,073 | 1,093,958 | 3,621,184 | 3,105,969 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 508,872 | 484,470 | 1,527,542 | 1,384,120 | |||||||||||||||||||
| Sales and marketing | 211,491 | 185,769 | 640,117 | 537,981 | |||||||||||||||||||
| General and administrative | 150,437 | 99,750 | 396,464 | 274,406 | |||||||||||||||||||
| Amortization of acquired intangible assets | 4,062 | 2,014 | 12,152 | 5,949 | |||||||||||||||||||
| Restructuring charges | — | 21,879 | — | 54,439 | |||||||||||||||||||
| Total operating expenses | 874,862 | 793,882 | 2,576,275 | 2,256,895 | |||||||||||||||||||
| Operating income | 360,211 | 300,076 | 1,044,909 | 849,074 | |||||||||||||||||||
| Interest and other income (expense), net | 31,784 | 25,484 | 146,070 | 52,631 | |||||||||||||||||||
| Income before income taxes | 391,995 | 325,560 | 1,190,979 | 901,705 | |||||||||||||||||||
| Provision (benefit) for income taxes | (30,712) | (6,951) | 37,634 | 29,779 | |||||||||||||||||||
| Net income from continuing operations | 422,707 | 332,511 | 1,153,345 | 871,926 | |||||||||||||||||||
| Income (loss) from discontinued operations, net of income taxes | (17,813) | 544 | (13,155) | (296) | |||||||||||||||||||
| Net income | 404,894 | 333,055 | 1,140,190 | 871,630 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q (this Quarterly Report) includes forward-looking statements, which involve risks, uncertainties and other factors that could cause Synopsys, Inc.'s (Synopsys, we, our or us) actual results, time frames or achievements to differ materially from those expressed or implied in such forward-looking statements. Readers are urged to carefully review and consider the various disclosures regarding these risks and uncertainties made in this Quarterly Report, including those identified below in Part II, Item 1A, Risk Factors, and in other documents we file from time to time with the Securities and Exchange Commission (SEC). Forward-looking statements include any statements that are not statements of historical fact and include, but are not limited to, statements concerning strategies related to our products, technology and services; business and market outlook, opportunities, strategies and technological trends, such as artificial intelligence (AI); planned acquisitions and their expected impact, such as our pending acquisition of ANSYS, Inc. (Ansys), including, among other things, expectations regarding the financing of pending acquisitions; planned dispositions and their expected impact, such as the previously announced divestiture of our Software Integrity business (the Software Integrity Divestiture); the potential impact of the uncertain macroeconomic environment on our financial results, including, but not limited to, the effects of sustained global inflationary pressures and interest rates, potential economic slowdowns or recessions, supply chain disruptions, geopolitical pressures, including, among others, the unknown impact of current and future U.S. and Chinese trade regulations and regional or global military conflicts, and fluctuations in foreign exchange rates, and associated global economic conditions; 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; the expected realization of our contracted but unsatisfied or partially unsatisfied performance obligations (backlog); software trends; planned stock repurchases; our expected tax rate; and the impact and result of pending legal, administrative and tax proceedings. Forward-looking statements may be identified by words including, but not limited to, “may,” “will,” “could,” “would,” “can,” “should,” “anticipate,” “expect,” “intend,” “believe,” “estimate,” “project,” “continue,” “forecast,” "likely," "potential," "seek," or the negatives of such terms and similar expressions. The information included herein represents our estimates and assumptions as of the date of this filing. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. All subsequent written or oral forward-looking statements attributable to Synopsys or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.
The following summary and overview of our financial condition and results of operations are qualified in their entirety by the more complete discussions and should be read together with our condensed consolidated financial statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report, the risk factors set forth in Part II, Item 1A of this Quarterly Report, and with our audited consolidated financial statements and the related notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023, as filed with the SEC on December 12, 2023 (our Annual Report).
Overview
Unless otherwise noted, this Management’s Discussion and Analysis of Financial Condition and Results of Operations relates solely to our continuing operations and does not include the operations of our Software Integrity business. See “Pending Software Integrity Divestiture” below and Note 3. Discontinued Operations of the Notes to Condensed Consolidated Financial Statements for additional information about the Software Integrity Divestiture.
Financial Performance Summary
For the third quarter of fiscal 2024, our results reflect continued, strong execution and the resiliency of our business. We have seen our customer set expand as more companies in more industries define and optimize system performance at the silicon level. We also continue to see our total cost of revenue and operating expenses increase as we invest in our workforce and further grow organically and through acquisitions. The following table sets forth some of our key quarterly unaudited financial information:
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||||||||
| Revenue | $ | 1,525.7 | $ | 1,354.4 | $ | 4,491.5 | $ | 3,850.6 | |||||||||||||||
| Cost of revenue | $ | 290.7 | $ | 260.4 | $ | 870.3 | $ | 744.7 |
| Operating expenses | $ | 874.9 | $ | 793.9 | $ | 2,576.3 | $ | 2,256.9 | |||||||||||||||
| Operating income | $ | 360.2 | $ | 300.1 | $ | 1,044.9 | $ | 849.1 | |||||||||||||||
| Net income from continuing operations attributed to Synopsys | $ | 425.9 | $ | 335.7 | $ | 1,162.4 | $ | 881.0 | |||||||||||||||
| Net income (loss) from discontinued operations attributed to Synopsys | $ | (17.8) | $ | 0.5 | $ | (13.2) | $ | (0.3) | |||||||||||||||
| Diluted net income (loss) per share attributed to Synopsys: | |||||||||||||||||||||||
| Continuing operations | $ | 2.73 | $ | 2.17 | $ | 7.46 | $ | 5.68 | |||||||||||||||
| Discontinued operations | $ | (0.12) | $ | — | $ | (0.09) | $ | — |
Three months ended July 31, 2024 compared to the same period of fiscal 2023 financial performance summary
-
Revenues were $1.5 billion, an increase of $171.3 million or 13%, primarily due to revenue growth across a majority of products and geographies.
-
Total cost of revenue and operating expenses was $1.2 billion, an increase of $111.3 million or 11%, primarily due to an increase of $49.6 million in employee-related costs resulting from headcount increases through organic growth and acquisitions.
-
Operating income was $360.2 million, an increase of $60.1 million or 20%.
Nine months ended July 31, 2024 compared to the same period of fiscal 2023 financial performance summary
*•*Revenues were $4.5 billion, an increase of $640.9 million or 17%, primarily due to revenue growth across all products and geographies and the impact of the extra week in the first quarter of fiscal 2024.1
- Total cost of revenue and operating expenses was $3.4 billion, an increase of $445.0 million or 15%, primarily due to an increase of $227.6 million in employee-related costs resulting from headcount increa
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Note 11. Bridge Commitment Letter, Term Loan and Revolving Credit Facilities of the Notes to Condensed Consolidated Financial Statements and Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part I of this Quarterly Report regarding borrowings under our Term Loan Agreement and Revolving Credit Agreement.
As of August 3, 2024, our exposure to market risk had not changed materially since October 28, 2023. For more information on financial market risks related to changes in interest rates and foreign currency rates, reference is made to Item 7A, Quantitative and Qualitative Disclosures About Market Risk contained in Part II of our Annual Report.
Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures. As of August 3, 2024, Synopsys carried out an evaluation under the supervision and with the participation of Synopsys’ management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of Synopsys’ disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives. Our CEO and CFO have concluded that, as of August 3, 2024, Synopsys’ disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports Synopsys files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required, and that such information is accumulated and communicated to Synopsys’ management, including the CEO and CFO, to allow timely decisions regarding its required disclosure.
(b)Changes in Internal Control over Financial Reporting. There were no changes in Synopsys’ internal control over financial reporting during the fiscal quarter ended August 3, 2024 that have materially affected, or are reasonably likely to materially affect, Synopsys’ internal control over financial reporting.
PART II. OTHER INFORMATION
| Item 1. Legal Proceedings |
We are subject to routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate outcome of any litigation is often uncertain and unfavorable outcomes could have a negative impact on our results of operations and financial condition. Regardless of outcome, litigation can have an adverse impact on Synopsys because of the defense costs, diversion of management resources and other factors.
We regularly review the status of each significant matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount is estimable, we accrue a liability for the estimated loss. Legal proceedings are inherently uncertain and as circumstances change, it is possible that the amount of any accrued liability may increase, decrease or be eliminated.
We are not aware of any legal proceedings that would materially impact our business, operating results or financial condition.
Item 1A. Risk Factors
Risk Factor Summary
Our business is subject to numerous risks and uncertainties. These risks include, but are not limited to, the following:
Industry Risks
*•*Uncertainty in the macroeconomic environment, and its potential impact on the semiconductor and electronics industries, may negatively affect our business, operating results and financial condition.
*•*The growth of our business depends primarily on the semiconductor and electronics industries.
*•*We operate in highly competitive industries, and if we do not continue to meet our customers’ demand for innovative technology at lower costs, our products may not be competitive or may become obsolete.
*•*We are subject to governmental export and import requirements that could subject us to liability and restrict our ability to sell our products and services, which could impair our ability to compete in international markets.
*•*Consolidation among our customers and within the industries in which we operate, as well as our dependence on a relatively small number of large customers, may negatively impact our operating results.
Business Operations Risks
*•*The global nature of our operations exposes us to increased risks and compliance obligations.
*•*Our operating results may fluctuate in the future, which may adversely affect our stock price.
*•*Cybersecurity threats or other security breaches could compromise sensitive information belonging to us or our customers and could harm our business and our reputation.
*•*If we fail to protect our proprietary technology, our business will be harmed.
*•*We may not be able to realize the potential financial or strategic benefits of the transactions we complete, or find suitable target businesses and technology to acquire.
*•*We may fail to complete the divestiture of our Software Integrity business, and a completed divestiture may disrupt our remaining business or not achieve its intended benefits.
*•*If we fail to timely recruit and/or retain senior management and key employees globally, our business may be harmed.
*•*We may pursue new product and technology initiatives, and if we fail to successfully carry out these initiatives, we could be adversely impacted.
*•*We may have to invest more resources in research and development than anticipated, which could increase our operating expenses and negatively affect our operating results.
*•*Product errors or defects could expose us to liability and harm our reputation and we could lose market share.
*•*Our hardware products, which primarily consist of prototyping and emulation systems, subject us to distinct risks.
*•*From time to time, we are subject to claims that our products infringe on third-party intellectual property rights.
*•*We may not be able to continue to obtain licenses to third-party software and intellectual property on reasonable terms or at all, which may disrupt our business and harm our financial results.
*•*In preparing our financial statements we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results.
*•*Liquidity requirements in our U.S. operations may require us to raise cash in uncertain capital markets, which could negatively affect our financial condition.
Risks Related to the Ansys Merger
*•*We may fail to complete the Ansys Merger or may not complete it on the terms described herein or in our other filings with the SEC.
*•*The Ansys Merger is subject to the receipt of governmental approvals that may impose conditions that could have an adverse effect on us or, if not obtained, could prevent completion of the Ansys Merger.
*•*Failure to realize the benefits expected from the Ansys Merger could adversely affect our business, operating results and financial condition.
*•*As a result of the Ansys Merger, we anticipate that the scope and size of our operations and business will substantially change and will result in certain incremental risks to us, including increased competition. We may not realize the full expected benefits of the Ansys Merger.
*•*Our significant debt may limit our financial flexibility following the Ansys Merger.
*•*The covenants contained in the agreements governing our indebtedness following the Ansys Merger may impose restrictions on us and certain of our subsidiaries that may affect our ability to operate our businesses.
Legal and Regulatory Risks
*•*Our results could be adversely affected by a change in our effective tax rate, changes in our geographical earnings mix, unfavorable government reviews of our tax returns, material differences between our forecasted and actual annual effective tax rates, or future changes to our tax structure.
*•*Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social and governance matters, that could expose us to numerous risks.
*•*Changes in the U.S. generally accepted accounting principles (U.S. GAAP) could adversely affect our financial results and may require significant changes to our internal accounting systems and processes.
*•*We may be subject to litigation proceedings that could harm our business.
*•*There are inherent limitations on the effectiveness of our controls and compliance programs.
General Risks
*•*Our investment portfolio may be impaired by any deterioration of capital markets.
*•*Catastrophic events and the effects of climate change, pandemics or other unexpected events may disrupt our business and harm our operating results.
Factors that May Affect Future Results
A description of the risk factors associated with our business is set forth below. Some of these risks are highlighted in the following discussion and in Management's Discussion and Analysis of Financial Condition and Results of Operations, Legal Proceedings, and Quantitative and Qualitative Disclosures About Market Risk of this Quarterly Report. The occurrence of any of these risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, operating results and stock price. These risks and uncertainties could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this Quarterly Report. Investors should carefully consider all relevant risks and uncertainties before investing in our common stock.
Industry Risks
Uncertainty in the macroeconomic environment, and its potential impact on the semiconductor and electronics industries, may negatively affect our business, operating results and financial condition.
Uncertainty in the macroeconomic environment, including the effects of, among other things, sustained global inflationary pressures and interest rates, potential economic slowdowns or recessions, supply chain disruptions, geopolitical pressures, fluctuations in foreign exchange rates and associated global economic conditions, have resulted in volatility in credit, equity and foreign currency markets. This uncertain macroeconomic environment could lead some of our customers to postpone their decision-making, decrease their spending and/or delay their payments to us. Such caution by customers could, among other things, limit our ability to maintain or increase our sales or recognize revenue from committed contracts.
If these macroeconomic uncertainties persist and economic conditions continue to deteriorate, then the semiconductor and electronics industries could fail to grow. Additionally, uncertain macroeconomic conditions could also have the effect of increasing other risks and uncertainties facing our business, which could have a material adverse effect on our operating re
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Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements
None of our directors or officers have informed us of the adoption or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this Quarterly Report.
Item 6. Exhibits
| Exhibit Number | Incorporated By Reference | Filed Herewith | ||||||||||||||||||||||||||||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | ||||||||||||||||||||||||||||||||||
| 2.1 | Agreement and Plan of Merger, dated as of January 15, 2024, by and among Synopsys, Inc., ANSYS, Inc. and ALTA Acquisition Corp. | 8-K | 000-19807 | 2.1 | 1/16/2024 | |||||||||||||||||||||||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation | 10-Q | 000-19807 | 3.1 | 9/15/2003 | |||||||||||||||||||||||||||||||||
| 3.2 | Amended and Restated Bylaws | 8-K | 000-19807 | 3.1 | 3/25/2024 | |||||||||||||||||||||||||||||||||
| 4.1 | Specimen Common Stock Certificate | S-1 | 33-45138 | 4.3 | 2/24/1992 (effective date) | |||||||||||||||||||||||||||||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act | X | ||||||||||||||||||||||||||||||||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act | X | ||||||||||||||||||||||||||||||||||||
| 32.1* | Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code | X | ||||||||||||||||||||||||||||||||||||
| 101 | The following financial statements from Synopsys' Quarterly Report on Form 10-Q for the quarter ended August 3, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of August 3, 2024 and October 28, 2023, (ii) Condensed Consolidated Statements of Income for the Three and Nine Months Ended August 3, 2024 and July 29, 2023, (iii) Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended August 3, 2024 and July 29, 2023, (iv) Condensed Consolidated Statements of Stockholders' Equity at August 3, 2024 and July 29, 2023, (v) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended August 3, 2024 and July 29, 2023 and (vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- This exhibit is furnished with this Quarterly Report and is not deemed filed with the Securities and Exchange Commission and is not incorporated by reference in any filing of Synopsys, Inc. under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
| SYNOPSYS, INC. | ||||||||
| Date: August 23, 2024 | By: | /s/ SHELAGH GLASER | ||||||
| Shelagh Glaser Chief Financial Officer (Principal Financial Officer) |