Attached files

file filename
EX-31.1 - EXHIBIT 31.1 - PTC INC.ptc04022016ex311q2.htm
EX-32 - EXHIBIT 32 - PTC INC.ptc04022016ex32q2.htm
EX-31.2 - EXHIBIT 31.2 - PTC INC.ptc04022016ex312q2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
FORM 10-Q
____________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 2016
Commission File Number: 0-18059
____________________________________________________
PTC Inc.
(Exact name of registrant as specified in its charter)
____________________________________________________

Massachusetts
 
04-2866152
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
140 Kendrick Street, Needham, MA 02494
(Address of principal executive offices, including zip code)
(781) 370-5000
(Registrant’s telephone number, including area code)
____________________________________________________
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  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer
þ
  
Accelerated filer
¨
  
Non-accelerated filer
¨
  
Smaller reporting company
¨
 
 
  
 
 
  
(Do not check if a smaller
reporting company)
  
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ
There were 114,622,526 shares of our common stock outstanding on May 9, 2016.




PTC Inc.
INDEX TO FORM 10-Q
For the Quarter Ended April 2, 2016

 
 
Page
Number
Part I—FINANCIAL INFORMATION
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
Part II—OTHER INFORMATION
 
Item 1.
Item 1A.
Item 6.




PART I—FINANCIAL INFORMATION

ITEM 1.
UNAUDITED CONDENSED FINANCIAL STATEMENTS

PTC Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
 
 
April 2,
2016
 
September 30,
2015
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
368,456

 
$
273,417

Accounts receivable, net of allowance for doubtful accounts of $969 and $998 at April 2, 2016 and September 30, 2015, respectively
146,669

 
197,275

Prepaid expenses
63,811

 
56,365

Other current assets
162,454

 
140,819

Deferred tax assets

 
36,803

Total current assets
741,390

 
704,679

Property and equipment, net
62,867

 
65,162

Goodwill
1,172,772

 
1,069,041

Acquired intangible assets, net
338,644

 
291,301

Deferred tax assets
57,089

 
38,936

Other assets
38,740

 
40,794

Total assets
$
2,411,502

 
$
2,209,913

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
13,426

 
$
13,361

Accrued expenses and other current liabilities
71,703

 
97,613

Accrued compensation and benefits
93,159

 
82,414

Accrued income taxes
8,617

 
4,010

Deferred tax liabilities

 
1,622

Current portion of long term debt

 
50,000

Deferred revenue
431,901

 
368,240

Total current liabilities
618,806

 
617,260

Long term debt, net of current portion
838,125

 
618,125

Deferred tax liabilities
15,018

 
42,361

Deferred revenue
14,707

 
18,610

Other liabilities
70,742

 
53,386

Total liabilities
1,557,398

 
1,349,742

Commitments and contingencies (Note 13)

 

Stockholders’ equity:
 
 
 
Preferred stock, $0.01 par value; 5,000 shares authorized; none issued

 

Common stock, $0.01 par value; 500,000 shares authorized; 114,621 and 113,745 shares issued and outstanding at April 2, 2016 and September 30, 2015, respectively
1,146

 
1,137

Additional paid-in capital
1,575,992

 
1,553,390

Accumulated deficit
(631,679
)
 
(602,614
)
Accumulated other comprehensive loss
(91,355
)
 
(91,742
)
Total stockholders’ equity
854,104

 
860,171

Total liabilities and stockholders’ equity
$
2,411,502

 
$
2,209,913






The accompanying notes are an integral part of the condensed consolidated financial statements.

1


PTC Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

 
Three months ended
 
Six months ended
 
April 2,
2016
 
April 4,
2015
 
April 2,
2016
 
April 4,
2015
Revenue:
 
 
 
 
 
 
 
Subscription
$
23,659

 
$
15,765

 
$
45,835

 
$
29,988

Support
160,625

 
168,727

 
332,381

 
350,356

Total recurring software revenue
184,284

 
184,492

 
378,216

 
380,344

Perpetual license
39,689

 
70,187

 
87,452

 
134,935

Total software revenue
223,973

 
254,679

 
465,668

 
515,279

Professional services
48,654

 
59,440

 
97,976

 
124,282

Total revenue
272,627

 
314,119

 
563,644

 
639,561

Cost of revenue:
 
 
 
 
 
 
 
Cost of software revenue
38,613

 
34,518

 
75,427

 
69,243

Cost of professional services revenue
41,578

 
51,536

 
84,912

 
109,753

Total cost of revenue
80,191

 
86,054

 
160,339

 
178,996

Gross margin
192,436

 
228,065

 
403,305

 
460,565

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
87,177

 
83,865

 
169,606

 
173,349

Research and development
56,610

 
60,158

 
114,279

 
121,255

General and administrative
33,916

 
32,394

 
72,483

 
67,524

Amortization of acquired intangible assets
8,396

 
9,173

 
16,746

 
18,586

Restructuring charges
4,579

 
38,487

 
41,726

 
38,232

Total operating expenses
190,678

 
224,077

 
414,840

 
418,946

Operating income (loss)
1,758

 
3,988

 
(11,535
)
 
41,619

Interest and other expense, net
(5,327
)
 
(3,601
)
 
(11,580
)
 
(6,825
)
Income (loss) before income taxes
(3,569
)
 
387

 
(23,115
)
 
34,794

Provision (benefit) for income taxes
1,604

 
(5,005
)
 
5,950

 
(882
)
Net income (loss)
$
(5,173
)
 
$
5,392

 
$
(29,065
)
 
$
35,676

Earnings (loss) per share—Basic
$
(0.05
)
 
$
0.05

 
$
(0.25
)
 
$
0.31

Earnings (loss) per share—Diluted
$
(0.05
)
 
$
0.05

 
$
(0.25
)
 
$
0.31

Weighted average shares outstanding—Basic
114,563

 
114,944

 
114,354

 
115,147

Weighted average shares outstanding—Diluted
114,563

 
115,922

 
114,354

 
116,479

`











The accompanying notes are an integral part of the condensed consolidated financial statements.

2


PTC Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
 
 
Three months ended
 
Six months ended
 
April 2,
2016
 
April 4,
2015
 
April 2,
2016
 
April 4,
2015
Net income (loss)
$
(5,173
)
 
$
5,392

 
$
(29,065
)
 
$
35,676

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Unrealized hedge gain (loss) arising during the period
(5,637
)
 

 
(3,994
)
 

Net hedge gain (loss) reclassified into earnings
(13
)
 

 
833

 

Unrealized gain (loss) on hedging instruments
(5,624
)
 

 
(4,827
)
 

Foreign currency translation adjustment, net of tax of $0 for each period
15,247

 
(22,464
)
 
4,743

 
(42,896
)
Amortization of net actuarial pension loss included in net income, net of tax of $0.2 million and $0.1 million in the second quarter of 2016 and 2015, respectively, and $0.3 million in both the first six months of 2016 and 2015
400

 
1,026

 
802

 
2,078

Change in unamortized pension loss during the period related to changes in foreign currency
(881
)
 
2,183

 
(331
)
 
3,104

Total other comprehensive income (loss)
9,142

 
(19,255
)
 
387

 
(37,714
)
Comprehensive income (loss)
$
3,969

 
$
(13,863
)
 
$
(28,678
)
 
$
(2,038
)
































The accompanying notes are an integral part of the condensed consolidated financial statements.

3


PTC Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
 
Six months ended
 
April 2,
2016
 
April 4,
2015
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(29,065
)
 
$
35,676

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization
42,904

 
42,205

Stock-based compensation
38,025

 
24,064

Excess tax benefits from stock-based awards
(56
)
 
(163
)
Other non-cash items, net
204

 
(1
)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
 
 
 
Accounts receivable
63,617

 
22,711

Accounts payable, accrued expenses and other current liabilities
(25,907
)
 
(9,976
)
Accrued compensation and benefits
8,215

 
(7,222
)
Deferred revenue
24,019

 
32,200

Accrued and deferred income taxes
(8,826
)
 
(16,565
)
Other current assets and prepaid expenses
(1,882
)
 
(4,942
)
Other noncurrent assets and liabilities
(1,109
)
 
(12,363
)
Net cash provided by operating activities
110,139

 
105,624

Cash flows from investing activities:
 
 
 
Additions to property and equipment
(8,866
)
 
(14,107
)
Purchases of investments

 
(1,000
)
Acquisitions of businesses, net of cash acquired
(164,191
)
 
180

Net cash used by investing activities
(173,057
)
 
(14,927
)
Cash flows from financing activities:
 
 
 
Borrowings under credit facility
170,000

 
35,000

Repayments of borrowings under credit facility

 
(116,250
)
Proceeds from issuance of common stock
1

 
6

Excess tax benefits from stock-based awards
56

 
163

Credit facility origination costs
(1,050
)
 

Contingent consideration
(1,250
)
 

Payments of withholding taxes in connection with vesting of stock-based awards
(15,471
)
 
(21,864
)
Net cash provided (used) by financing activities
152,286

 
(102,945
)
Effect of exchange rate changes on cash and cash equivalents
5,671

 
(13,591
)
Net increase (decrease) in cash and cash equivalents
95,039

 
(25,839
)
Cash and cash equivalents, beginning of period
273,417

 
293,654

Cash and cash equivalents, end of period
$
368,456

 
$
267,815

The accompanying notes are an integral part of the condensed consolidated financial statements.

4


PTC Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
General
The accompanying unaudited condensed consolidated financial statements include the accounts of PTC Inc. and its wholly owned subsidiaries and have been prepared by management in accordance with accounting principles generally accepted in the United States of America and in accordance with the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited quarterly financial statements should be read in conjunction with our annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of those of a normal recurring nature, necessary for a fair statement of our financial position, results of operations and cash flows at the dates and for the periods indicated. Unless otherwise indicated, all references to a year mean our fiscal year, which ends on September 30. The September 30, 2015 Consolidated Balance Sheet included herein is derived from our audited consolidated financial statements.
The results of operations for the three and six months ended April 2, 2016 are not necessarily indicative of the results expected for the remainder of the fiscal year.
Income Statement Presentation
In 2015, we classified revenue in three categories: 1) license and subscription solutions; 2) support; and 3) professional services. Effective with the beginning of the first quarter of 2016, we are reporting perpetual license revenue separately from subscription revenue and are presenting revenue in four categories: 1) subscription; 2) support; 3) perpetual license; and 4) professional services.
Effective with the beginning of the first quarter of 2016, we reclassified certain expenses related to management of our product lines from general and administrative to marketing.
Revenue and costs and expenses in the accompanying Consolidated Statements of Operations have been reclassified to conform to the current period presentation.
Recent Accounting Pronouncements
Stock Compensation
In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments, including accounting for income taxes, earnings per share, and forfeitures, as well as certain practical expedients for nonpublic entities. The ASU is effective for public companies in annual periods beginning after December 15, 2016, our fiscal 2018, and interim periods within those years. Early adoption is permitted in any interim period, with all adjustments applied as of the beginning of the fiscal year of adoption. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
Leases
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), which will replace the existing guidance in ASC 840, Leases. The updated standard aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, our fiscal 2020, and interim periods within those annual periods. Early adoption is permitted and modified retrospective application is required. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
Financial Instruments
In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which requires equity investments to be measured at fair value with changes in fair value recognized in net income and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to

5


identify impairment. Entities may choose a practical expedient, to estimate the fair value of certain equity securities that do not have readily determinable fair values. If the practical expedient is elected, these investments would be recorded at cost, less impairment and subsequently adjusted for observable price changes. The guidance also updates certain presentation and disclosure requirements. ASU 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, our fiscal 2019, and interim periods within those fiscal years. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
Deferred Taxes
In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), to simplify the presentation of deferred income taxes. The amendments in this Update require that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that permits offsetting only within a jurisdiction and companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. ASU 2015-17 is effective for public companies for fiscal years beginning after December 15, 2016, with early adoption permitted for all entities as of the beginning of an interim or annual reporting period. This guidance may be applied either prospectively or retrospectively (by reclassifying the comparative balance sheet). We adopted this new guidance in our first quarter ended January 2, 2016 and applied this guidance prospectively. As a result, the deferred tax assets and deferred tax liabilities on the Consolidated Balance Sheet as of September 30, 2015 have not been reclassified to conform to the April 2, 2016 presentation.
Revenue Recognition
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In July 2015, the FASB approved a one-year delay in the effective date. ASU 2014-09 is effective for us in our first quarter of fiscal 2019 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
Debt Issuance Costs
In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30), to simplify the required presentation of debt issuance costs. The amended guidance requires that debt issuance costs be presented in the balance sheet as a direct reduction from the carrying amount of the related debt liability rather than as an asset. It is effective for financial statements issued for fiscal years beginning after December 15, 2015, our fiscal 2017, with early adoption permitted. The new guidance will be applied retrospectively to each prior period presented. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
2. Deferred Revenue and Financing Receivables
Deferred Revenue
Deferred revenue primarily relates to software agreements billed to customers for which the services have not yet been provided. The liability associated with performing these services is included in deferred revenue and, if not yet paid, the related customer receivable is included in prepaid expenses and other current assets. Billed but uncollected support and subscription-related amounts included in other current assets at April 2, 2016 and September 30, 2015 were $154.7 million and $129.3 million, respectively.
Financing Receivables

6


We periodically provide extended payment terms to credit-worthy customers for software purchases with payment terms up to 24 months. The determination of whether to offer such payment terms is based on the size, nature and credit-worthiness of the customer, and the history of collecting amounts due, without concession, from the customer and customers generally. This determination is based on an internal credit assessment. In making this assessment, we use the Standard & Poor's (S&P) credit rating as our primary credit quality indicator, if available. If a customer, whether commercial or the U.S. Federal government, has an S&P bond rating of BBB- or above, we designate the customer as Tier 1. If a customer does not have an S&P bond rating, or has an S&P bond rating below BBB-, we base our assessment on an internal credit assessment which considers selected balance sheet, operating and liquidity measures, historical payment experience, and current business conditions within the industry or region. We designate these customers as Tier 2 or Tier 3, with Tier 3 being lower credit quality than Tier 2.
As of April 2, 2016 and September 30, 2015, amounts due from customers for contracts with original payment terms greater than twelve months (financing receivables) totaled $13.7 million and $27.4 million, respectively. Accounts receivable and prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets included current receivables from such contracts totaling $10.6 million and $21.8 million at April 2, 2016 and September 30, 2015, respectively, and other assets in the accompanying Consolidated Balance Sheets included long-term receivables from such contracts totaling $3.1 million and $5.6 million at April 2, 2016 and September 30, 2015, respectively. As of April 2, 2016 and September 30, 2015, $1.8 million and $0.5 million, respectively, of these receivables were past due. Our credit risk assessment for financing receivables was as follows:
 
April 2,
2016
 
September 30,
2015
 
(in thousands)
S&P bond rating BBB-1 and above-Tier 1
$
10,406

 
$
16,841

Internal Credit Assessment-Tier 2
3,261

 
10,593

Internal Credit Assessment-Tier 3

 

Total financing receivables
$
13,667

 
$
27,434

 
We evaluate the need for an allowance for doubtful accounts for estimated losses resulting from the inability of these customers to make required payments. As of April 2, 2016 and September 30, 2015, we concluded that all financing receivables were collectible and no reserve for credit losses was recorded. We did not provide a reserve for credit losses or write off any uncollectible financing receivables in the six months ended April 2, 2016 or April 4, 2015. We write off uncollectible trade and financing receivables when we have exhausted all collection avenues.
We periodically transfer future payments under certain of these contracts to third-party financial institutions on a non-recourse basis. We record such transfers as sales of the related accounts receivable when we surrender control of such receivables. We did not sell any financing receivables to third-party financing institutions in the six months ended April 2, 2016. We sold $1.1 million of financing receivables to third-party financial institutions in the six months ended April 4, 2015.
3. Restructuring Charges
On October 23, 2015, we initiated a plan to restructure our workforce and consolidate select facilities in order to reduce our cost structure and to realign our investments with what we believe to be our higher growth opportunities. The restructuring is expected to result in a charge of up to $50 million, which is primarily attributable to termination benefits. In the first and second quarter of 2016, we recorded charges of $37.0 million and $4.4 million respectively, attributable to termination benefits associated with 481 employees. The remaining termination charges are expected to be recorded in the third and fourth quarters of 2016. Additionally, in the first and second quarter of 2016, we recorded charges of $0.2 million and $0.2 million respectively related to the closure of excess facilities.
On April 4, 2015, we committed to a plan to restructure our workforce and consolidate select facilities to realign our global workforce to increase investment in our Internet of Things business and to reduce our cost structure through organizational efficiencies in the face of significant foreign currency depreciation relative to the U.S. Dollar and a more cautious outlook on global macroeconomic conditions. In the second quarter of 2015, we recorded a charge of $38.5 million attributable to termination benefits associated with 411 employees.
The following table summarizes restructuring accrual activity for the six months ended April 2, 2016:

7


 
Employee Severance and Related Benefits
 
Facility Closures and Related Costs
 
Total
 
(in thousands)
October 1, 2015
$
14,086

 
$
1,168

 
$
15,254

Charge to operations
41,362

 
364

 
41,726

Cash disbursements
(41,183
)
 
(585
)
 
(41,768
)
Foreign exchange impact
252

 
10

 
262

Accrual, April 2, 2016
$
14,517

 
$
957

 
$
15,474

The accrual for facility closures and related costs is included in accrued expenses and other liabilities in the Consolidated Balance Sheets, and the accrual for employee severance and related benefits is included in accrued compensation and benefits in the Consolidated Balance Sheets.
4. Stock-based Compensation
We measure the cost of employee services received in exchange for restricted stock unit (RSU) awards based on the fair value of RSU awards on the date of grant. That cost is recognized over the period during which an employee is required to provide service in exchange for the award.
Our equity incentive plan provides for grants of nonqualified and incentive stock options, common stock, restricted stock, RSUs and stock appreciation rights to employees, directors, officers and consultants. We award RSUs as the principal equity incentive awards, including certain performance-based awards that are earned based on achievement of performance criteria established by the Compensation Committee of our Board of Directors. Each RSU represents the contingent right to receive one share of our common stock.
Restricted stock unit activity for the six months ended April 2, 2016
Shares
 
Weighted
Average
Grant Date
Fair Value
(Per Share)
 
(in thousands)
 
 
Balance of outstanding restricted stock units October 1, 2015
3,654

 
$
33.64

Granted
1,878

 
$
37.76

Vested
(1,319
)
 
$
29.18

Forfeited or not earned
(438
)
 
$
36.60

Balance of outstanding restricted stock units April 2, 2016
3,775

 
$
36.90

 
 
Restricted Stock Units
Grant Period
TSR Units (1)
 
Performance-based RSUs (2)
 
Service-based RSUs (2)
 
(Number of Units in thousands)
First six months of 2016
326
 
343
 
1,209
_________________
(1)
The TSR units were granted to our executive officers pursuant to the terms described below.
(2)
The service-based RSUs were issued to both employees and our executive officers. In addition, executive officers may earn up to one or, for our CEO, two times the number of time-based RSUs (up to a maximum of 343,000 shares) if certain performance conditions are met. Of the service-based RSUs, approximately 64,000 shares will vest in one installment on or about the anniversary of the date of grant. Approximately 121,000 shares will vest in two substantially equal annual installments on or about the anniversary of the date of grant. All other service-based RSUs will vest in three substantially equal annual installments on or about the anniversary of the date of grant. The performance-based RSUs will vest in three substantially equal installments on the later of November 15, 2016, November 15, 2017 and November 15, 2018, or the date the Compensation Committee determines the extent to which the applicable performance criteria have been achieved.
In the first six months of 2016, we granted the target performance-based TSR units ("target RSUs") shown in the table above to our executive officers. These RSUs are eligible to vest based upon our total shareholder return relative to a peer group (the “TSR units”), measured annually over a three year period. The number of TSR units to vest over the three year period will

8


be determined based on the performance of PTC stock relative to the stock performance of an index of PTC peer companies established as of the grant date, as determined at the end of three measurement periods ending on September 30, 2016, 2017 and 2018, respectively. The shares earned for each period will vest on November 15 following each measurement period, up to a maximum of two times the number of target RSUs (up to a maximum of 652,000 shares). No vesting will occur in a period unless an annual threshold requirement is achieved. The employee must remain employed by PTC through the applicable vest date for any RSUs to vest. If the return to PTC shareholders is negative but still meets or exceeds the peer group indexed return, a maximum of 100% of the target RSUs shall vest for the measurement period. TSR units not earned in either of the first two measurement periods are eligible to be earned in the third measurement period.
The weighted average fair value of the TSR units was $46.96 per target RSU on the grant date. The fair value of the TSR units was determined using a Monte Carlo simulation model, a generally accepted statistical technique used to simulate a range of possible future stock prices for PTC and the peer group. The method uses a risk-neutral framework to model future stock price movements based upon the risk-free rate of return, the volatility of each entity, and the pairwise correlations of each entity being modeled. The fair value for each simulation is the product of the payout percentage determined by PTC’s TSR rank against the peer group, the projected price of PTC stock, and a discount factor based on the risk-free rate.
The significant assumptions used in the Monte Carlo simulation model were as follows:
Average volatility of peer group
28.1
%
Risk free interest rate
1.05
%
Dividend yield
%
Compensation expense recorded for our stock-based awards was classified in our Consolidated Statements of Operations as follows:
 
Three months ended
 
Six months ended
 
April 2,
2016
 
April 4,
2015
 
April 2,
2016
 
April 4,
2015
 
(in thousands)
Cost of software revenue
$
1,100

 
$
1,107

 
$
3,005

 
$
2,025

Cost of professional services revenue
1,279

 
1,504

 
2,730

 
3,193

Sales and marketing
3,777

 
3,545

 
8,059

 
6,746

Research and development
2,534

 
3,001

 
5,047

 
6,087

General and administrative
6,146

 
3,665

 
19,184

 
6,013

Total stock-based compensation expense
$
14,836

 
$
12,822

 
$
38,025

 
$
24,064


The stock-based compensation expense in the first quarter of 2016 included $10 million of expense related to modifications of certain performance-based RSUs previously granted under our long-term incentive programs. The Compensation Committee of our Board of Directors amended these equity awards due to the impact of changes in our business model and strategy and foreign currency on our financial results.
5. Earnings per Share (EPS) and Common Stock
EPS
Basic EPS is calculated by dividing net income by the weighted average number of shares outstanding during the period. Unvested restricted stock, although legally issued and outstanding, is not considered outstanding for purposes of calculating basic EPS. Diluted EPS is calculated by dividing net income by the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding stock options, restricted shares and RSUs using the treasury stock method. The calculation of the dilutive effect of outstanding equity awards under the treasury stock method includes consideration of proceeds from the assumed exercise of stock options, unrecognized compensation expense and any tax benefits as additional proceeds.


9


 
Three months ended
 
Six months ended
Calculation of Basic and Diluted EPS
April 2,
2016
 
April 4,
2015
 
April 2,
2016
 
April 4,
2015
 
(in thousands, except per share data)
Net income (loss)
$
(5,173
)
 
$
5,392

 
$
(29,065
)
 
$
35,676

Weighted average shares outstanding—Basic
114,563

 
114,944

 
114,354

 
115,147

Dilutive effect of employee stock options, restricted shares and restricted stock units

 
978

 

 
1,332

Weighted average shares outstanding—Diluted
114,563

 
115,922

 
114,354

 
116,479

Earnings (loss) per share—Basic
$
(0.05
)
 
$
0.05

 
$
(0.25
)
 
$
0.31

Earnings (loss) per share—Diluted
$
(0.05
)
 
$
0.05

 
$
(0.25
)
 
$
0.31


For the six months ended April 2, 2016, diluted net loss per share is the same as basic net loss per share as the effects of our potential common stock equivalents are antidilutive. Total antidilutive shares were 2.1 million for the six months ended April 2, 2016.
Common Stock Repurchases
Our Articles of Organization authorize us to issue up to 500 million shares of our common stock. Our Board of Directors has periodically authorized the repurchase of shares of our common stock. On August 4, 2014, our Board of Directors authorized us to repurchase up to $600 million of our common stock through September 30, 2017. In the second quarter and first six months of 2016, we did not repurchase any shares. In the first quarter of 2015, we received 1.1 million shares as the final settlement of the accelerated share repurchase ("ASR") agreement described below. All shares of our common stock repurchased are automatically restored to the status of authorized and unissued.
On August 14, 2014, we entered into an accelerated share repurchase (“ASR”) agreement with a major financial institution (“Bank”). The ASR allowed us to buy a large number of shares immediately at a purchase price determined by an average market price over a period of time. Under the ASR, we agreed to purchase $125 million of our common stock, in total, with an initial delivery to us in August 2014 of 2.3 million shares. We settled the ASR in December 2014 and the Bank delivered to us an additional 1.1 million shares.  
6. Acquisitions
Acquisition-related costs were $1.1 million and $2.3 million for the second quarter and first six months of 2016, respectively and $1.9 million and $5.9 million for the second quarter and first six months of 2015, respectively. Acquisition-related costs include direct costs of potential and completed acquisitions (e.g., investment banker fees, professional fees, including legal and valuation services) and expenses related to acquisition integration activities (e.g., professional fees and severance). In addition, subsequent adjustments to our initial estimated amount of contingent consideration associated with specific acquisitions are included within acquisition-related charges. These costs have been classified in general and administrative expenses in the accompanying Consolidated Statements of Operations.
Kepware
On January 12, 2016, pursuant to an Stock Purchase Agreement, PTC Inc. acquired all of the ownership interest in Kepware, Inc., a software development company that provides communications connectivity to industrial automation environments, for $99.4 million in cash (net of cash acquired of $0.6 million) and, $16.9 million representing the fair value of contingent consideration payable upon achievement of targets described below. We borrowed $100.0 million under our existing credit facility in January of 2016 to fund the acquisition.
The acquisition enhances our portfolio of Technology Platform technologies. The results of operations of Kepware have been included in our consolidated financial statements beginning on the acquisition date. Kepware added $4.7 million to our revenue and $5.0 million in costs and expenses since its acquisition. Our results of operations prior to this acquisition, if presented on a pro forma basis, would not differ materially from our reported results.
The acquisition of Kepware has been accounted for as a business combination. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of January 12, 2016, the acquisition date. The fair values of intangible assets were based on valuations using an income approach, with estimates and assumptions provided by management of Kepware and PTC. The process for estimating the fair values of identifiable intangible assets and the contingent consideration liability requires the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The former shareholders of Kepware are eligible to receive additional consideration of up

10


to $18.0 million, which is contingent on the achievement of certain Financial Performance, Product Integration and Business Integration targets (as defined in the Stock Purchase Agreement) within 24 months from April 3, 2016 to April 2, 2018. If such targets are achieved within the defined 12 month, 18 month and 24 month earn-out periods, the consideration corresponding to each target will be earned and payable in cash. Up to $9.6 million of the total contingent consideration will become payable in 2017, and the remainder, if subsequently earned, will become payable in 2018.
In connection with accounting for the business combination, we recorded a liability of $16.9 million representing the fair value of the contingent consideration. The liability was valued using a discounted cash flow method and a probability weighted estimate of achievement of the targets. The estimated undiscounted range of outcomes for the contingent consideration is $16.9 million to $18.0 million. We will assess the probability that the targets will be met and at what level each reporting period. Any subsequent changes in the estimated fair value of the liability will be reflected in earnings until the liability is fully settled.
Based upon a valuation, the total purchase price allocation was as follows:   
Purchase price allocation:
(in thousands)
Goodwill
$
77,081

Identifiable intangible assets
34,500

Cash
590

Accounts receivable
4,293

Property and equipment
3,147

Deferred support revenue
(2,758
)
Other assets, net
47

Total allocation of purchase price consideration
116,900

Less: cash acquired
(590
)
Total purchase price allocation, net of cash acquired
$
116,310

Less: contingent consideration
(16,900
)
Net cash used to acquire Kepware
$
99,410

The purchase price allocation resulted in $77.1 million of goodwill, which will be deductible for income tax purposes. All of the acquired goodwill was allocated to our software products segment. Intangible assets of $34.5 million includes purchased software of $28.7 million, customer relationships of $5.2 million and trademarks of $0.6 million, which are being amortized over weighted average useful lives of 10 years, 10 years and 6 years, respectively, based upon the pattern in which economic benefits related to such assets are expected to be realized.
The resulting amount of goodwill reflects our expectations of the following benefits: 1) Kepware’s protocol translators and connectivity platform strengthen the ThingWorx technology platform and accelerate our entry into the factory setting and Industrial IoT (IIoT); 2) cross-selling opportunities for our integrated technology platforms in the critical infrastructure markets to drive revenue growth; and 3) Kepware’s 20 years of manufacturing experience strengthens our manufacturing talent and domain expertise and provides support for our manufacturing strategy initiatives.
Vuforia
On November 3, 2015, pursuant to an Asset Purchase Agreement, PTC acquired the Vuforia business from Qualcomm Connected Experiences, Inc., a subsidiary of Qualcomm Incorporated, for $64.8 million in cash (net of cash acquired of $4.5 million). We borrowed $50 million under our credit facility to finance this acquisition. At the time of the acquisition, Vuforia had approximately 80 employees and historical annualized revenues were not material.
The acquisition of Vuforia has been accounted for as a business combination. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. The fair values of intangible assets were based on valuations using a cost approach which requires the use of significant estimates and assumptions, including estimating costs to reproduce an asset. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. 
The purchase price allocation resulted in $23.3 million of goodwill, $41.2 million of technology and $4.7 million of net tangible assets. The acquired technology is being amortized over a useful life of 6 years. All of the acquired goodwill was allocated to our software products segment and will be deductible for income tax purposes. The resulting amount of goodwill reflects the value of the synergies created by integrating Vuforia’s augmented technology platform into PTC’s Technology Platform solutions.
ColdLight

11


In the third quarter of 2015, we acquired ColdLight Solutions, LLC, for approximately $98.6 million in cash (net of cash acquired of $1.3 million). The former shareholders of ColdLight are eligible to receive additional consideration (the earn-out) of up to $5 million which is contingent upon achievement of certain technology milestones within two years of the acquisition. If an earn-out milestone is achieved, a portion of the contingent consideration becomes earned and payable in cash after each six-month period. In connection with accounting for the business combination, we recorded a liability $3.8 million, representing the fair value of the contingent consideration. The liability was valued using a discounted cash flow method and a probability weighted estimate of achievement of the technology milestones. The estimated undiscounted range of outcomes for the contingent consideration was $3.8 million to $5.0 million at the acquisition date. As of April 2, 2016, our estimate of the liability was $3.3 million, after a payment of $1.3 million made in December 2015. The payment was included in financing activities in the Consolidated Statements of Cash Flows. We will continue to assess the probability that the unearned milestones will be met and at what level each reporting period. Changes in the estimated fair value of the liability are reflected in earnings until the liability is fully settled (an increase of $0.5 million in the contingent consideration liability in the first six months of 2016, see Note 8).
ThingWorx
In the second quarter of 2014, we acquired ThingWorx, Inc. for $111.5 million (net of cash acquired of $0.1 million). The former shareholders of ThingWorx are eligible to receive additional consideration of up to $18.0 million if certain profitability and bookings targets are achieved within two years of the acquisition from December 30, 2013 to January 1, 2016. The earn-out is payable in cash in two installments after each measurement period. In connection with accounting for the business combination, we recorded a liability representing the fair value of the contingent consideration. The liability was valued using a discounted cash flow method and a probability weighted estimate of achievement of the financial targets.
The first year and second year payment criteria were both attained. We paid $9 million of the total contingent consideration in July 2015 and the remaining $9.0 million in April 2016.
7. Goodwill and Intangible Assets
We have two operating segments: (1) Software Products and (2) Services. We assess goodwill for impairment at the reporting unit level. Our reporting units are determined based on the components of our operating segments that constitute a business for which discrete financial information is available and for which operating results are regularly reviewed by segment management. Our reporting units are the same as our operating segments. As of April 2, 2016 and September 30, 2015, goodwill and acquired intangible assets in the aggregate attributable to our software products segment were $1,449.9 million and $1,297.9 million, respectively, and attributable to our services segment were $61.5 million and $62.4 million, respectively. Acquired intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. We evaluate goodwill for impairment in the third quarter of our fiscal year, or on an interim basis if an event occurs or circumstances change that would, more likely than not, reduce the fair value of a reporting segment below its carrying value. Factors we consider important, on an overall company basis and segment basis, when applicable, that could trigger an impairment review include significant under-performance relative to historical or projected future operating results, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, a significant decline in our stock price for a sustained period and a reduction of our market capitalization relative to net book value. We completed our annual goodwill impairment review as of July 4, 2015 and concluded that no impairment charge was required as of that date.
To conduct these tests of goodwill, the fair value of the reporting unit is compared to its carrying value. If the reporting unit’s carrying value exceeds its fair value, we record an impairment loss equal to the difference between the carrying value of goodwill and its implied fair value. We estimate the fair values of our reporting units using discounted cash flow valuation models. Those models require estimates of future revenues, profits, capital expenditures, working capital, terminal values based on revenue multiples, and discount rates for each reporting unit. We estimate these amounts by evaluating historical trends, current budgets, operating plans and industry data. The estimated fair value of each reporting unit was more than double its carrying value as of July 4, 2015.
Goodwill and acquired intangible assets consisted of the following:
 

12


 
April 2, 2016
 
September 30, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
 
(in thousands)
Goodwill (not amortized)
 
 
 
 
$
1,172,772

 
 
 
 
 
$
1,069,041

Intangible assets with finite lives (amortized) (1):
 
 
 
 
 
 
 
 
 
 
 
Purchased software
$
354,482

 
$
187,446

 
$
167,036

 
$
284,257

 
$
174,887

 
$
109,370

Capitalized software
22,877

 
22,877

 

 
22,877

 
22,877

 

Customer lists and relationships
356,883

 
191,439

 
165,444

 
349,938

 
174,017

 
175,921

Trademarks and trade names
19,128

 
13,087

 
6,041

 
18,534

 
12,759

 
5,775

Other
3,974

 
3,851

 
123

 
3,946

 
3,711

 
235

 
$
757,344

 
$
418,700

 
$
338,644

 
$
679,552

 
$
388,251

 
$
291,301

Total goodwill and acquired intangible assets
 
 
 
 
$
1,511,416

 
 
 
 
 
$
1,360,342

(1) The weighted average useful lives of purchased software, customer lists and relationships, trademarks and trade names and other intangible assets with a remaining net book value are 7 years, 10 years, 9 years, and 3 years, respectively.
Goodwill
Changes in goodwill presented by reportable segments were as follows: 
 
Software
Products
Segment
 
Services
Segment
 
Total
 
(in thousands)
Balance, October 1, 2015
$
1,016,413

 
$
52,628

 
$
1,069,041

Acquisition of Vuforia
23,316

 

 
23,316

Acquisition of Kepware
77,081

 

 
77,081

Foreign currency translation adjustments
3,305

 
29

 
3,334

Balance, April 2, 2016
$
1,120,115

 
$
52,657

 
$
1,172,772

Amortization of Intangible Assets
The aggregate amortization expense for intangible assets with finite lives was classified in our Consolidated Statements of Operations as follows:
 
Three months ended
 
Six months ended
 
 
April 2,
2016
 
April 4,
2015
 
April 2,
2016
 
April 4,
2015
 
 
(in thousands)
Amortization of acquired intangible assets
$
8,396

 
$
9,173

 
$
16,746

 
$
18,586

 
Cost of software revenue
6,725

 
4,714

 
11,852

 
9,481

 
Total amortization expense
$
15,121

 
$
13,887

 
$
28,598

 
$
28,067

 
8. Fair Value Measurements
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. Generally accepted accounting principles prescribe a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair

13


value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs that may be used to measure fair value:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Our significant financial assets and liabilities measured at fair value on a recurring basis as of April 2, 2016 and September 30, 2015 were as follows:
 
April 2, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
Cash equivalents (1)
$
78,693

 
$

 
$

 
$
78,693

Forward contracts (2)

 
669

 

 
669

 
$
78,693

 
$
669

 
$

 
$
79,362

Financial liabilities:
 
 
 
 
 
 
 
Contingent consideration related to acquisitions (3)
$

 
$

 
$
29,190

 
$
29,190

Forward contracts (2)

 
6,049

 

 
6,049

 
$

 
$
6,049

 
$
29,190

 
$
35,239


 
September 30, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
Cash equivalents (1)
$
91,216

 
$

 
$

 
$
91,216

Forward contracts (2)

 
507

 

 
507

 
$
91,216

 
$
507

 
$

 
$
91,723

Financial liabilities:
 
 
 
 
 
 
 
Contingent consideration related to acquisitions (3)
$

 
$

 
$
13,000

 
$
13,000

Forward contracts (2)

 
46

 

 
46

 
$

 
$
46

 
$
13,000

 
$
13,046

______________
(1) Money market funds and time deposits are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. 
(2) The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large financial institutions. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy.
(3) For a description of the inputs used to value the contingent consideration liability see Note 6 Acquisitions.

Changes in the fair value of Level 3 contingent consideration liability associated with our acquisition of ThingWorx, ColdLight and Kepware were as follows:

14


 
Contingent Consideration
 
(in thousands)
 
ThingWorx
 
ColdLight
 
Kepware
 
Total
Balance, October 1, 2015
$
9,000

 
$
4,000

 
$

 
$
13,000

Addition to contingent consideration
 
 
 
 
16,900

 
16,900

Change in present value of contingent consideration

 
540

 
 
 
540

Payment of contingent consideration
 
 
(1,250
)
 
 
 
(1,250
)
Balance, April 2, 2016
$
9,000

 
$
3,290

 
$
16,900

 
$
29,190

 Of the total, $11.5 million of the contingent consideration liabilities are included in accrued expenses and other current liabilities, with the remaining $17.7 million in other liabilities in the Consolidated Balance Sheet as of April 2, 2016.
9. Derivative Financial Instruments
Our earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Our most significant foreign currency exposures relate to Western European countries, Japan, China and Canada. Our foreign currency risk management strategy is principally designed to mitigate the future potential financial impact of changes in the U.S. dollar value of anticipated transactions and balances denominated in foreign currency, resulting from changes in foreign currency exchange rates. We enter into derivative transactions, specifically foreign currency forward contracts, to manage the exposures to foreign currency exchange risk to reduce earnings volatility. We do not enter into derivatives transactions for trading or speculative purposes.
Non-Designated Hedges
We hedge our net foreign currency monetary assets and liabilities primarily resulting from foreign currency denominated receivables and payables with foreign exchange forward contracts to reduce the risk that our earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. These contracts have maturities of up to approximately 3 months. Generally, we do not designate these foreign currency forward contracts as hedges for accounting purposes and changes in the fair value of these instruments are recognized immediately in earnings. Because we enter into forward contracts only as an economic hedge, any gain or loss on the underlying foreign-denominated balance would be offset by the loss or gain on the forward contract. Gains and losses on forward contracts and foreign denominated receivables and payables are included in other income (expense), net.
As of April 2, 2016 and September 30, 2015, we had outstanding forward contracts with notional amounts equivalent to the following:
Currency Hedged
April 2,
2016
 
September 30,
2015
 
(in thousands)
Canadian / U.S. Dollar
$
16,699

 
$
17,448

Euro / U.S. Dollar
77,854

 
82,917

British Pound / Euro
1,813

 
9,409

Israeli New Sheqel / U.S. Dollar
6,027

 
4,607

Japanese Yen / Euro

 
25,133

Japanese Yen / U.S. Dollar
6,464

 

Swiss Franc / U.S. Dollar
5,845

 
5,149

All other
13,092

 
12,592

Total
$
127,794

 
$
157,255

The following table shows the effect of our non-designated hedges in the Consolidated Statements of Operations for the three and six months ended April 2, 2016 and April 4, 2015:

15


Derivatives Not Designated as Hedging Instruments
 
Location of Gain or (Loss) Recognized in Income
 
Net realized and unrealized gain or (loss) (excluding the underlying foreign currency exposure being hedged)
 
 
 
 
Three months ended
 
 
 
 
April 2,
2016
 
April 4,
2015
 
 
 
 
(in thousands)
Forward Contracts
 
Other Income (Expense)
 
$
428

 
$
(678
)
 
 
 
 
 
 
 
 
 
 
 
Six months ended
 
 
 
 
April 2,
2016
 
April 4,
2015
 
 
 
 
(in thousands)
Forward Contracts
 
Other Income (Expense)
 
$
(586
)
 
$
(381
)
Cash Flow Hedges
Our foreign exchange risk management program objective is to identify foreign exchange exposures and implement appropriate hedging strategies to minimize earnings fluctuations resulting from foreign exchange rate movements. We designate certain foreign exchange forward contracts as cash flow hedges of Euro, Yen and SEK denominated intercompany forecasted revenue transactions (supported by third party sales). All foreign exchange forward contracts are carried at fair value on the Consolidated Balance Sheets and the maximum duration of foreign exchange forward contracts does not exceed 13 months.
Cash flow hedge relationships are designated at inception, and effectiveness is assessed prospectively and retrospectively using regression analysis on a monthly basis. As the forward contracts are highly effective in offsetting changes to future cash flows on the hedged transactions, we record the effective portion of changes in these cash flow hedges in accumulated other comprehensive income and subsequently reclassify into earnings in the same period during which the hedged transactions are recognized in earnings. Changes in the fair value of foreign exchange forward contracts due to changes in time value are included in the assessment of effectiveness. Our derivatives are not subject to any credit contingent features. We manage credit risk with counterparties by trading among several counterparties and we review our counterparties’ credit at least quarterly.
As of April 2, 2016 and September 30, 2015, we had outstanding forward contracts designed as cash flow hedges with notional amounts equivalent to the following:
Currency Hedged
April 2,
2016
 
September 30,
2015
 
(in thousands)
Euro / U.S. Dollar
$
96,298

 
$

Japanese Yen / U.S. Dollar
32,904

 

SEK / U.S. Dollar
14,627

 

Total
$
143,829

 
$

The following table shows the effect of the our derivative instruments designated as cash flow hedges in the Consolidated Statements of Operations for the three and six months ended April 2, 2016 and April 4, 2015 (in thousands):


16


Derivatives Designated as Hedging Instruments
 
Gain or (Loss)Recognized in OCI-Effective Portion
 
Location of Gain or (Loss) Reclassified from OCI into Income-Effective Portion
 
Gain or (Loss) Reclassified from OCI into Income-Effective Portion
 
Location of Gain or (Loss) Recognized-Ineffective Portion
 
Gain or (Loss) Recognized-Ineffective Portion
 
 
Three Months Ended
 
 
 
Three Months Ended
 
 
 
Three Months Ended
 
 
April 2,
2016
 
April 4,
2015
 
 
 
April 2, 2016
 
April 4, 2015
 
 
 
April 2, 2016
 
April 4, 2015
Forward Contracts
 
$
(5,637
)
 
$

 
Software Revenue
 
$
(13
)
 
$

 
Other Income (Expense)
 
$
(37
)
 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
 
 
Six Months Ended
 
 
 
Six Months Ended
 
 
April 2,
2016
 
April 4,
2015
 
 
 
April 2, 2016
 
April 4, 2015
 
 
 
April 2, 2016
 
April 4, 2015
Forward Contracts
 
$
(3,994
)
 
$

 
Software Revenue
 
$
833

 
$

 
Other Income (Expense)
 
$
(37
)
 
$


As of April 2, 2016, we estimated that approximately all values reported in accumulated other comprehensive income will be reclassified to income within the next twelve months.
In the event the underlying forecast transaction does not occur, or it becomes probable that it will not occur, the related hedge gains and losses on the cash flow hedge would be immediately reclassified to “Other Income (Expense)” on the Consolidated Statements of Operations. For the three and six months ended April 2, 2016, there were no such gains or losses.
The following table shows our derivative instruments measured at gross fair value as reflected in the Consolidated Balance Sheets:
 
Fair Value of Derivatives Designated As Hedging Instruments
 
Fair Value of Derivatives Not Designated As Hedging Instruments
 
April 2,
2016
 
September 30,
2015
 
April 2,
2016
 
September 30,
2015
 
(in thousands)
 
(in thousands)
Derivative assets (a):
 
 
 
 
 
 
 
       Forward Contracts
$

 
$

 
$
669

 
$
507

Derivative liabilities (b):
 
 
 
 
 
 
 
       Forward Contracts
$
4,862

 
$

 
$
1,187

 
$
46

(a) All derivative assets are recorded in “other current assets” in the Consolidated Balance Sheets.
(b) All derivative liabilities are recorded in "accrued expenses and other current liabilities" in the Consolidated Balance Sheets.

Offsetting Derivative Assets and Liabilities
We have entered into master netting arrangements which allow net settlements under certain conditions. Although netting is permitted, it is currently our policy and practice to record all derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets.
The following table sets forth the offsetting of derivative assets as of April 2, 2016:
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
 
 
Gross Amounts Not Offset in the Consolidated Balance Sheets
 
 
As of April 2, 2016
Gross Amount of Recognized Assets
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
Net Amounts of Assets Presented in the Consolidated Balance Sheets
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
 
(in thousands)
Forward Contracts
$
669

 
$

 
$
669

 
$
(669
)
 
$

 
$


The following table sets forth the offsetting of derivative liabilities as of April 2, 2016:

17


 
Gross Amounts Offset in the Consolidated Balance Sheets
 
 
 
Gross Amounts Not Offset in the Consolidated Balance Sheets
 
 
As of April 2, 2016
Gross Amount of Recognized Liabilities
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
 
Financial Instruments
 
Cash Collateral Pledged
 
Net Amount
 
(in thousands)
Forward Contracts
$
6,049

 
$

 
$
6,049

 
$
(669
)
 
$

 
$
5,380

10. Segment Information
We operate within a single industry segment—computer software and related services. Operating segments as defined under GAAP are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our President and Chief Executive Officer. We have two operating and reportable segments: (1) Software Products, which includes license and related support revenue (including updates and technical support) for all our products except training-related products; and (2) Services, which includes consulting, implementation, training, cloud services, computer-based training products, including support on these products, and other services revenue. We do not allocate sales and marketing or administrative expenses to our operating segments as these activities are managed on a consolidated basis.
The revenue and operating income attributable to our operating segments are summarized as follows:
 
Three months ended
 
Six months ended
 
April 2,
2016
 
April 4,
2015
 
April 2,
2016
 
April 4,
2015
 
 
Revenue:
 
 
 
 
 
 
 
Total Software Products segment revenue
$
210,061

 
$
240,951

 
$
435,598

 
$
487,942

Total Services segment revenue
62,566

 
73,168

 
128,046

 
151,619

Total revenue
$
272,627

 
$
314,119

 
$
563,644

 
$
639,561

Operating income (loss): (1)
 
 
 
 
 
 
 
Software Products segment
$
109,165

 
$
134,580

 
$
216,811

 
$
283,625

Services segment
14,321

 
3,178

 
33,640

 
16,378

Sales and marketing expenses
(87,850
)
 
(94,942
)
 
(186,180
)
 
(182,549
)
General and administrative expenses
(33,878
)
 
(38,828
)
 
(75,806
)
 
(75,835
)
Total operating income (loss)
1,758

 
3,988

 
(11,535
)
 
41,619

       Interest and other expense, net
(5,327
)
 
(3,601
)
 
(11,580
)
 
(6,825
)
Income (loss) before income taxes
$
(3,569
)
 
$
387

 
$
(23,115
)
 
$
34,794


(1)
We recorded restructuring charges of $4.6 million and $41.7 million in the second quarter and first six months of 2016. Software Products included $3.7 million and $16.8 million, respectively; Services included $0.2 million and $5.0 million, respectively; sales and marketing expenses included $0.7 million and $16.6 million, respectively; and general and administrative expenses included $0.0 million and $3.3 million, respectively, of these restructuring charges. We recorded restructuring charges of $38.5 million in the second quarter of 2015. Software Products included $10.0 million; Services included $11.0 million; sales and marketing expenses included $12.9 million; and general and administrative expenses included $4.6 million of these restructuring charges. We recorded a credit to restructuring of $0.3 million in the first quarter of 2015 which is included in the Services segment.

11. Income Taxes
In the second quarter and first six months of 2016, our effective tax rate was (45)% on a pre-tax loss of $3.6 million and (26)% on a pre-tax loss of $23.1 million, respectively, compared to (1,293)% on pre-tax income of $0.4 million and (3)% on pretax income of $34.8 million in the second quarter and first six months of 2015, respectively. In the second quarter and first six months of 2016 and 2015, our effective tax rate was lower than the 35% statutory federal income tax rate due to our corporate structure in which our foreign taxes are at a net effective tax rate lower than the U.S. rate. A significant amount of

18


our foreign earnings is generated by our subsidiaries organized in Ireland. In 2016 and 2015, the foreign rate differential predominantly relates to these Irish earnings. Our foreign rate differential in 2016 and 2015 includes a rate benefit from a business realignment completed on September 30, 2014 in which intellectual property was transferred between two wholly-owned foreign subsidiaries. The realignment allows us to more efficiently manage the distribution of our products to European customers. For the second quarter and first six months of 2016 and 2015, this realignment resulted in a tax benefit of approximately $4 million and $7 million, and $4 million and $8 million, respectively. Additionally, in the first six months of 2016 and 2015 our provision reflects a tax benefit of $2.6 million and $2.1 million, respectively, related to a retroactive extension of the U.S. research and development tax credit enacted in the first quarter of 2016 and 2015. In the first six months of 2016 and 2015, this benefit was offset by a corresponding provision to increase our U.S. valuation allowance. In addition, in the second quarter and first six months of 2015, we recorded a tax benefit of $3.1 million related to the reassessment of our reserve requirements, and a benefit of $1.4 million in conjunction with the reorganization of our Atego U.S. subsidiaries.
As of April 2, 2016 and September 30, 2015, we had unrecognized tax benefits of $14.9 million and $14.1 million, respectively. If all of our unrecognized tax benefits as of April 2, 2016 were to become recognizable in the future, we would record a benefit to the income tax provision of $13.3 million which would be partially offset by an increase in the U.S. valuation allowance of $4.7 million
Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in favorable or unfavorable changes in our estimates. We believe it is reasonably possible that within the next 12 months the amount of unrecognized tax benefits related to the resolution of multi-jurisdictional tax positions could be reduced by up to $4.0 million as audits close and statutes of limitations expire.  
12. Debt
Credit Agreement
In November 2015, we entered into a multi-currency credit facility with a syndicate of sixteen banks for which JPMorgan Chase Bank, N.A. acts as Administrative Agent. This credit facility amended and restated in its entirety our credit facility described in Note H of our Annual Report on Form 10-K for the fiscal year ended September 30, 2015. We expect to use the credit facility for general corporate purposes, including acquisitions of businesses, share repurchases and working capital requirements. As of April 2, 2016, the fair value of our credit facility approximates its book value.
The credit facility consists of a $1 billion revolving loan commitment, which may be increased by an additional $500 million (in the form of revolving loans or term loans, or a combination thereof) if the existing or additional lenders are willing to make such increased commitments. The revolving loan commitment does not require amortization of principal and may be repaid in whole or in part prior to the scheduled maturity date at our option without penalty or premium. The credit facility matures on September 15, 2019, when all remaining amounts outstanding will be due and payable in full.
PTC and certain eligible foreign subsidiaries are eligible borrowers under the credit facility. Any borrowings by PTC Inc. under the credit facility would be guaranteed by PTC Inc.’s material domestic subsidiaries that become parties to the subsidiary guaranty, if any. As of the filing of this Form 10-Q, there are no subsidiary guarantors of the obligations under the credit facility. Any borrowings by eligible foreign subsidiary borrowers would be guaranteed by PTC Inc. and any subsidiary guarantors.  As of the filing of this Form 10-Q, no amounts under the credit facility have been borrowed by an eligible foreign subsidiary borrower. In addition, PTC and certain of its material domestic subsidiaries' owned property (including equity interests) is subject to first priority perfected liens in favor of the lenders of this credit facility. 100% of the voting equity interests of certain of PTC’s domestic subsidiaries and 65% of its material first-tier foreign subsidiaries are pledged as collateral for the obligations under the credit facility.
As of April 2, 2016, we had $838.1 million in loans outstanding under the credit facility. Loans under the credit facility bear interest at variable rates which reset every 30 to 180 days depending on the rate and period selected by PTC as described below. As of April 2, 2016, the weighted average annual interest rate for borrowing outstanding was 2.1%. Interest rates on borrowings outstanding under the credit facility range from 1.25% to 1.75% above an adjusted LIBO rate for Euro currency borrowings or would range from 0.25% to 0.75% above the defined base rate (the greater of the Prime Rate, the FRBNY rate plus 0.5%, or an adjusted LIBO rate plus 1%) for base rate borrowings, in each case based upon PTC’s total leverage ratio. Additionally, PTC may borrow certain foreign currencies at rates set in the same range above the respective London interbank offered interest rates for those currencies, based on PTC’s total leverage ratio. A quarterly commitment fee on the undrawn portion of the credit facility is required, ranging from 0.175% to 0.30% per annum, based upon PTC’s total leverage ratio.
The credit facility limits PTC’s and its subsidiaries’ ability to, among other things: incur liens or guarantee obligations; pay dividends (other than to PTC) and make other distributions; make investments and enter into joint ventures; dispose of assets; and engage in transactions with affiliates, except on an arms-length basis. Under the credit facility, PTC and its material domestic subsidiaries may not invest cash or property in, or loan to, PTC’s foreign subsidiaries in aggregate amounts

19


exceeding $75.0 million for any purpose and an additional $200.0 million for acquisitions of businesses. In addition, under the credit facility, PTC and its subsidiaries must maintain the following financial ratios:
a total leverage ratio, defined as consolidated total indebtedness to the consolidated trailing four quarters EBITDA, not to exceed
prior to a Covenant Modification Trigger Event (incurring unsecured indebtedness of not less than $200.0 million in aggregate) (x) 3.50 to 1.00 as of the last day of any fiscal quarter ending on or prior to July 2, 2016, and (y) 3.25 to 1.00 as of the last day of any fiscal quarter ending on or after September 30, 2016.
on and after a Covenant Modification Trigger Event, 4.00 to 1.00 as of the last day of any fiscal quarter.
a senior secured leverage ratio, defined as senior consolidated total indebtedness (which excludes unsecured indebtedness) to the consolidated trailing four quarters EBITDA, not to exceed 3.00 to 1.00 as of the last day of any fiscal quarter ending after a Covenant Modification Trigger Event, and
a fixed charge coverage ratio, defined as the ratio of consolidated trailing four quarters EBITDA less consolidated capital expenditures to consolidated fixed charges, of not less than 3.50 to 1.00 as of the last day of any fiscal quarter.
As of April 2, 2016, our total leverage ratio was 3.12 to 1.00, our fixed charge coverage ratio was 8.70 to 1.00 and we were in compliance with all financial and operating covenants of the credit facility.
Any failure to comply with the financial or operating covenants of the credit facility would prevent PTC from being able to borrow additional funds, and would constitute a default, permitting the lenders to, among other things, accelerate the amounts outstanding, including all accrued interest and unpaid fees, under the credit facility and to terminate the credit facility. A change in control of PTC, as defined in the agreement, also constitutes an event of default, permitting the lenders to accelerate the indebtedness and terminate the credit facility.
13. Commitments and Contingencies
Legal and Regulatory Matters
China Investigations
In the second quarter of 2016, we and our China subsidiaries paid an aggregate of $28.2 million to the U.S. Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) to resolve a previously disclosed investigation concerning expenditures by our business partners in China and by our China business. We recorded a liability of $28.2 million in 2015 as a result of an agreement in principle to settle the matter with these agencies. This resolution has been followed by certain additional proceedings, described further below, and could have other collateral effects on our business in China, the United States and elsewhere that could materially adversely affect our financial condition and results of operations.
The China Administration for Industry and Commerce ("China AIC") recently initiated an investigation at our China subsidiary related to the China FCPA Investigation, but not necessarily limited to the China FCPA Investigation.  The China AIC is authorized to issue fines and assess other civil penalties.  We are unable to predict the outcome of this matter, which could include fines or other sanctions that could be material.
Legal Proceedings
On March 7, 2016, a lawsuit was filed against us and certain of our current and former officers and directors in the U.S. District Court for the District of Massachusetts by a shareholder on behalf of himself and purportedly on behalf of other shareholders who purchased our stock during the period November 24, 2011 through July 29, 2015. The lawsuit, which seeks unspecified damages, alleges that, during that period, PTC’s public disclosures concerning the SEC and DOJ China FCPA Investigation were false and/or misleading and/or failed to disclose certain alleged facts. We intend to contest the action vigorously. We cannot predict the outcome of this action nor when it will be resolved. If the plaintiff(s) were to prevail in the litigation, we could be liable for damages, which could be material and could adversely affect our financial condition or results of operations.
We are subject to various other legal proceedings and claims that arise in the ordinary course of business. We do not believe that resolving the legal proceedings and claims that we are currently subject to will have a material adverse impact on our financial condition, results of operations or cash flows. However, the results of legal proceedings cannot be predicted with certainty. Should any of these legal proceedings and claims be resolved against us, the operating results for a particular reporting period could be adversely affected.
Accruals
With respect to legal proceedings and claims, we record an accrual for a contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. For legal proceedings and claims for which the likelihood that a liability has been incurred is more than remote but less than probable, we estimate the range of possible outcomes. As of April 2, 2016, we had a legal proceedings and claims accrual of $0.6 million.

20


Guarantees and Indemnification Obligations
We enter into standard indemnification agreements in the ordinary course of our business. Pursuant to such agreements with our business partners or customers, we indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to our products, as well as claims relating to property damage or personal injury resulting from the performance of services by us or our subcontractors. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. Historically, our costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and we accordingly believe the estimated fair value of liabilities under these agreements is immaterial.
We warrant that our software products will perform in all material respects in accordance with our standard published specifications in effect at the time of delivery of the licensed products for a specified period of time. Additionally, we generally warrant that our consulting services will be performed consistent with generally accepted industry standards. In most cases, liability for these warranties is capped. If necessary, we would provide for the estimated cost of product and service warranties based on specific warranty claims and claim history; however, we have not incurred significant cost under our product or services warranties. As a result, we believe the estimated fair value of these liabilities is immaterial.
14. Pension Plans
Our pension plans are described in more detail in Note M to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015. In the first six months of 2015, we contributed $15 million to a non-U.S. pension plan.
15. Subsequent Events
Contingent Earn-Out Payment
The ThingWorx contingent earn-out second year payment criteria were attained in the first quarter of fiscal 2016. As such, the remaining $9 million of the total contingent consideration was paid on April 6, 2016.
Debt Offering
On May 2, 2016, we commenced an offering of $500 million of senior notes due 2024. On May 4, 2016, we priced the notes at a coupon rate of 6.000%, and we expect to complete the offering on May 12, 2016. Interest will accrue from May 12, 2016, and will be payable twice a year with the first payment due on November 15, 2016. We will use the net proceeds from the sale of the notes to repay a portion of the amounts outstanding under our senior credit facility.
We expect to incur approximately $6.7 million of fees and expenses in connection with the offering including underwriting discounts and commissions and estimated offering expenses. These costs will be deferred and amortized to expense over the life of the debt.


21


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q that are not historic facts, including statements about our future financial and growth expectations, the development of our products and markets, adoption of subscription licensing by our customers, and adoption of our solutions and future purchases by customers, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks include: macroeconomic and/or global manufacturing climates may not improve or may deteriorate; customers may not purchase our solutions when or at the rates we expect; our businesses, including our Technology Platform and SLM businesses, may not expand and/or generate the revenue we expect; our market size and growth estimates may be incorrect and that we may be unable to grow our business at or in excess of market growth rates; new products released and planned products, including Technology Platform-enabled core products, may not generate the revenue we expect or be released as we expect; foreign currency exchange rates may vary from our expectations and thereby affect our reported revenue and expense; the mix of revenue between license, subscription, support and professional services could be different than we expect, which could impact our earnings per share results and cash flows; our customers may purchase more of our solutions as subscriptions than we expect, which would adversely affect near-term revenue, operating margins and earnings per share; customers may not purchase subscriptions at the rate we expect, which could affect our longer-term business projections; sales of our solutions as subscriptions may not have the longer-term positive effect on revenue that we expect; our workforce realignment may adversely affect our operations and may not achieve the expense savings we expect; we may be unable to generate sufficient operating cash flow to return 40% of free cash flow to shareholders and other uses of cash could preclude share repurchases; the settlements with the U.S. Securities and Exchange Commission and the U.S. Department of Justice to resolve our Foreign Corrupt Practices Act investigation in China (the “China FCPA Investigation”) may have collateral effects on our business in China, the U.S. or elsewhere; we may incur material damages in connection with a recently-filed securities law lawsuit concerning disclosures about the China FCPA Investigation; and material fines and penalties may be assessed against us in connection with the investigation by the China Administration for Industry and Commerce; and we may not close the sale of the $500 million senior notes when or as we expect; as well as other risks and uncertainties described below throughout or referenced in Part II, Item 1A. Risk Factors of this report.
Operating and Non-GAAP Measures

Our discussion of results includes discussion of our operating measures (including “subscription bookings” and “license and subscription bookings”) and non-GAAP measures. You can find an explanation of these measures in Results of Operations - Subscription Measures and Results of Operations - Non-GAAP Measures below.
Business Overview
PTC Inc. develops and delivers technology solutions, comprised of software and services, that transform the way our customers create, operate and service their products for a smart, connected world.
Our solutions and software products address the challenges our customers face in the following areas:
Solutions Group
Computer-Aided Design (CAD)
Effective and collaborative product design across the globe.
Product Lifecycle Management (PLM)
Efficient and consistent management of product development from concept to retirement across functional processes and distributed teams.
Application Lifecycle Management (ALM)
Management of global software development from concept to delivery.
Service Lifecycle Management (SLM)
Planning and delivery of service, and analysis of product intelligence at the point of service.
Technology Platform Group
Internet of Things (IoT)

22


Enabling connectivity, development, analysis, and augmented reality software applications for smart, connected products and environments.
Executive Overview
In the second quarter of 2016, we saw an acceleration in the adoption of subscription licensing by our customers, including the conversion by some customers of their support contracts into subscriptions. Subscription bookings as a percentage of license and subscription bookings grew to 54% for the second quarter of 2016, up from 28% in the first quarter of 2016 and up from 14% in the second quarter of 2015. License and subscription bookings grew 25% in the second quarter over the first quarter of 2016, with license and subscription bookings of $86 million in the second quarter of 2016, and grew 6% over the second quarter of 2015. Our success with our subscription initiative contributed to the decline in both revenue, including perpetual license revenue, and earnings in the second quarter of 2016.
We also delivered growth in our Technology Platform business, both with new customers and expansion with existing customers. The Technology Platform business represented 43% of our subscription revenue in both the second quarters of 2016 and 2015, and 46% of our subscription revenue in the first six months of 2016, up from 42% in the first six months of 2015.
Approximately 68% and 67% of our revenue in the second quarter and first six months of 2016 came from recurring revenue streams, respectively, compared to 59% in both the second quarter and first six months of 2015. Approximately 80% of our software revenue in both the second quarter and first six months of 2016 came from recurring revenue streams, compared to 72% and 74% in the comparable year-ago periods.
Results for the Second Quarter
Revenue was down year over year due to:
a higher mix of subscription revenue in 2016 compared to 2015 as we transition from selling perpetual licenses to a subscription-based licensing model,
a decline in professional services revenue of 18%, consistent with our strategy to migrate more service engagements to our partners,
a challenging macroeconomic environment; and
the impact of foreign currency exchange rates on our reported revenue due to an increase in the strength of the U.S. Dollar relative to international currencies, most notably the Euro and the Yen.
 
 
Three Months Ended
 
 
 
Constant Currency Change
 
Six Months Ended
 
 
 
Constant Currency Change
 
 
April 2, 2016
 
April 4, 2015
 
 
 
 
April 2, 2016
 
April 4, 2015
 
 
 
Revenue
 
 
 
Change
 
 
 
 
Change
 
 
 
(in millions)
 
 
 
 
 
(in millions)
 
 
 
 
Subscription
 
$
23.7

 
$
15.8

 
50
 %
 
54
 %
 
$
45.8

 
$
30.0

 
53
 %
 
59
 %
Support
 
160.6

 
168.7

 
(5
)%
 
(2
)%
 
332.4

 
350.4

 
(5
)%
 
 %
Total recurring software revenue
 
184.3

 
184.5

 
 %
 
3
 %
 
378.2

 
380.3

 
(1
)%
 
4
 %
Perpetual license
 
39.7

 
70.2

 
(43
)%
 
(42
)%
 
87.5

 
134.9

 
(35
)%
 
(32
)%
Total software revenue
 
224.0

 
254.7

 
(12
)%
 
(9
)%
 
465.7

 
515.3

 
(10
)%
 
(5
)%
Professional services
 
48.7

 
59.4

 
(18
)%
 
(15
)%
 
98.0

 
124.3

 
(21
)%
 
(16
)%
Total revenue
 
$
272.6

 
$
314.1

 
(13
)%
 
(10
)%
 
$
563.6

 
$
639.6

 
(12
)%
 
(7
)%

 
 
Three Months Ended
 
 
 
Constant Currency Change
 
Six Months Ended
 
 
 
Constant Currency Change
 
 
April 2, 2016
 
April 4, 2015
 
 
 
 
April 2, 2016
 
April 4, 2015
 
 
 
Other Operating Measures
 
 
 
Change
 
 
 
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Margin
 
0.6
%
 
1.3
%
 
 
 
 
 
(2.0
)%
 
6.5
%
 
 
 
 
Earnings (Loss) Per Share
 
$
(0.05
)
 
$
0.05

 
(197
)%
 
(168
)%
 
$
(0.25
)
 
$
0.31

 
(183
)%
 
(165
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Operating Margin(1)
 
14.0
%
 
23.4
%
 
 
 
 
 
17.8
 %
 
22.4
%
 
 
 
 
Non-GAAP EPS(1)
 
$
0.23

 
$
0.53

 
(57
)%
 
(55
)%
 
$
0.74

 
$
1.03

 
(29
)%
 
(21
)%
(1) Non-GAAP measures are reconciled to GAAP results under Results of Operations - Non-GAAP Measures below.

23


Operating margins reflect lower revenue, partially offset by reductions in operating expenses driven by cost savings from restructuring actions. Our GAAP earnings also reflect restructuring charges of $42 million for the six months ended April 2, 2016, compared to $38 million for the six months ended April 4, 2015. Unfavorable changes in currency resulted in an increase in our GAAP loss per share of approximately $0.01 and $0.06 for the second quarter and first six months of 2016, respectively. Both GAAP and non-GAAP EPS benefited from a lower tax rate.
We ended the quarter with a cash balance of $368 million. We generated $49 million of cash from operations in the second quarter of 2016, which was net of $28 million paid to resolve the FCPA investigation in China described below and $25 million of restructuring payments. We drew $120 million on our credit facility in the second quarter of 2016, $100 million of which was used to fund the acquisition of Kepware, with the remainder used for general corporate purposes. At April 2, 2016, the balance outstanding under our credit facility was $838 million.
Restructuring
On October 23, 2015, we initiated a plan to restructure our workforce and consolidate select facilities in order to reduce our cost structure and to realign our investments with our identified growth opportunities. The restructuring resulted in a charge of $37 million in the first quarter of 2016 and $4 million in the second quarter of 2016, which is primarily attributable to termination benefits associated with 481 employees. In the second quarter of 2015, we recorded a charge of $38 million attributable to termination benefits associated with 411 employees.
Acquisitions
We closed two acquisitions in the first six months of 2016, both of which enhanced our Technology Platform portfolio.
On November 3, 2015, we acquired the Vuforia business from Qualcomm Connected Experiences, Inc., a subsidiary of Qualcomm Incorporated, for approximately $65 million in cash (net of cash acquired of $4.5 million). At the time of the acquisition, Vuforia had approximately 80 employees and historical annualized revenues were not material.
On January 12, 2016, we acquired Kepware Inc., a software development company that provides communications connectivity to industrial automation environments, for approximately $99 million in cash, net of cash acquired, and up to $18 million of contingent earn-out. At the time of the acquisition, Kepware had approximately 115 employees and historical annualized revenues of approximately $20 million.
Future Expectations, Strategies and Risks
The slowdown in the global manufacturing industry, uncertainty about the economic environment, the strong U.S. Dollar, and our transition to a subscription model were headwinds for revenue and earnings growth in the second quarter and first half of 2016. We anticipate that the macroeconomic conditions impacting spending among discrete manufacturing customers that faced PTC in the second half of 2015 will persist into 2016, particularly in the Americas and China.
On May 2, 2016, we commenced an offering of $500 million of senior notes due 2024. On May 4, 2016, we priced the notes at a coupon rate of 6.000% and we expect to complete the offering on May 12, 2016. We will use the net proceeds from the sale of the notes to repay a portion of the amounts outstanding under our senior credit facility. Based on these assumptions, we expect our interest expense (including amortization of debt issuance costs on the new notes) will increase.
For 2016, we have three overriding goals: 1) drive sustainable growth, 2) expand our subscription-based licensing, and 3) continue to control costs and improve margins.
Sustainable Growth
Our goals for overall growth are predicated on continuing to expand our Technology Platform footprint and making structural changes to our business to improve operational performance and increase growth potential for both our Technology Platform solutions and our core solutions. For 2016, we reorganized the company into two main business units: the Solutions Group (comprised of our core CAD, ePLM and SLM business) and the Technology Platform Group (comprised of our IoT, analytics and augmented reality business). This new structure facilitates appropriate focus on both our core business and the Technology Platform business. We expect to continue to invest in our businesses to support their growth.
Subscription
A majority of our software sales to date have been perpetual licenses, under which customers license our software in perpetuity and revenue is recognized at the time of sale. Due to evolving customer preferences, our plan to increase our recurring revenue base, and acquisitions we have made in the Technology Platform and cloud services space, we began offering our products under a subscription license model in 2015. A growing percentage of our business now consists of subscription licenses for which revenue is recognized ratably over time. Under a subscription, customers pay a periodic fee to license our software over a specified period of time, including access to technical support. Beginning October 1, 2015 we launched the second phase of our subscription program with the goal of accelerating our transition to a predominantly subscription-based licensing model. To drive that acceleration, we launched new pricing and packaging for subscriptions and new sales incentive

24


compensation plans. We also launched a program for our existing customers to convert their support contracts to subscription contracts. We expect there will be greater opportunities for the remainder of 2016 and into 2017 than in subsequent years to convert existing support and term license contracts into subscription contracts due to the cyclicality of certain of those contracts.
We are targeting that by 2018 a significant majority of our license and solutions (L&S) bookings could be subscription. In 2016, we expect subscription bookings as a percentage of L&S bookings will be approximately 44%, up from 17% in 2015. If a greater percentage of our customers elect our subscription offering in 2016 than our base case assumption, it will have an adverse impact on revenue, operating margin, cash flow and EPS growth relative to our expectations. In addition, subscription orders may be smaller in size than perpetual deals.
Cost Controls and Margin Expansion
We continue to proactively manage our cost structure and invest in what we believe are the highest return opportunities in our business. Our goal is to drive continued margin expansion over the long term. To that end, in October 2015, we committed to a plan to restructure approximately 8% of our workforce and consolidate select facilities in order to reduce our cost structure and to realign our investments with our identified growth opportunities. The restructuring is expected to result in a charge of up to $50 million, of which $41.4 million was recorded in the first half of 2016 and the remainder is expected to be recorded in the second half of 2016. We expect that the expense reductions will be offset by planned cost increases, investments in our business and the anticipated effects of foreign currency fluctuations, which effect is contemplated in our most recent financial targets for fiscal 2016.
Resolution of previously disclosed FCPA investigation in China
On February 16, 2016, we announced that we had entered into an agreement with the SEC and that our China subsidiaries had entered into an agreement with the DOJ to resolve our previously disclosed FCPA investigation pertaining to expenditures by certain former employees and business partners in China between 2006 and 2011 that benefited employees of customers regarded as state owned enterprises in China (the “China FCPA Investigation”). In the second quarter of 2016, we paid $28.2 million in the aggregate to those agencies in connection with those settlements. Settlement of this matter could have collateral effects on our business in China, the United States and elsewhere that could materially adversely affect our financial condition and results of operations.
Lawsuit concerning disclosures about the China FCPA Investigation
On March 7, 2016, a lawsuit was filed against us and certain of our current and former officers and directors in the U.S. District Court for the District of Massachusetts by a shareholder on behalf of himself and purportedly on behalf of other shareholders who purchased our stock during the period November 24, 2011 through July 29, 2015. The lawsuit alleges that, during that period, PTC’s public disclosures concerning the China FCPA Investigation described above were false and/or misleading and/or failed to disclose certain alleged facts. We intend to contest the action vigorously. We cannot predict the outcome of this action nor when it will be resolved. If the plaintiff(s) were to prevail in the litigation, we could be liable for damages, which could be material and could adversely affect our financial condition or results of operations.
Investigation by China Administration for Industry and Commerce
On March 2, 2016, the China Administration for Industry and Commerce (“China AIC”) initiated an investigation at our China subsidiary related to the China FCPA Investigation, but not necessarily limited to the China FCPA Investigation. The China AIC is authorized to issue fines and assess other civil penalties. We are unable to predict the outcome of this matter, which could include fines or other sanctions that could be material and could adversely affect our financial condition or results of operations.
Results of Operations
The following table shows the financial measures that we consider the most significant indicators of the performance of our business. In addition to operating income, operating margin, and diluted earnings per share as calculated under GAAP, the table also includes non-GAAP operating income, operating margin, and diluted earnings per share for the reported periods. We discuss the non-GAAP measures in detail, including items excluded from the measures, and provide a reconciliation to the comparable GAAP measures under Non-GAAP Measures below.

25



Three months ended
 
Percent Change 2015 to 2016
 
Six months ended
 
Percent Change 2015 to 2016

April 2, 2016
 
April 4, 2015

Actual
 
Constant Currency
 
April 2, 2016
 
April 4, 2015
 
Actual
 
Constant Currency

(Dollar amounts in millions, except per share data)
 
(Dollar amounts in millions, except per share data)
Subscription
$
23.7

 
$
15.8


50
 %
 
54
 %
 
$
45.8

 
$
30.0

 
53
 %
 
59
 %
Support
160.6

 
168.7


(5
)%
 
(2
)%
 
332.4

 
350.4

 
(5
)%
 
 %
Total recurring software revenue
184.3

 
184.5

 
 %
 
3
 %
 
378.2

 
380.3

 
(1
)%
 
4
 %
Perpetual license
39.7

 
70.2

 
(43
)%
 
(42
)%
 
87.5

 
134.9

 
(35
)%
 
(32
)%
Total software revenue
224.0

 
254.7

 
(12
)%
 
(9
)%
 
465.7

 
515.3

 
(10
)%
 
(5
)%
Professional services
48.7

 
59.4


(18
)%
 
(15
)%
 
98.0

 
124.3

 
(21
)%
 
(16
)%
Total revenue
272.6

 
314.1


(13
)%
 
(10
)%
 
563.6

 
639.6

 
(12
)%
 
(7
)%
Total cost of revenue
80.2

 
86.1

 
(7
)%
 
 
 
160.3

 
179.0

 
(10
)%
 
 
Gross margin
192.4

 
228.1

 
(16
)%
 
 
 
403.3

 
460.6

 
(12
)%
 
 
Operating expenses
190.7

 
224.1

 
(15
)%
 
 
 
414.8

 
418.9

 
(1
)%
 
 
Total costs and expenses
270.9

 
310.1


(13
)%
 
(10
)%
 
575.2

 
597.9

 
(4
)%
 
 %
Operating income (loss)
$
1.8

 
$
4.0


(56
)%
 
(29
)%
 
(11.5
)
 
$
41.6

 
(128
)%
 
(116
)%
Non-GAAP operating income (1)
$
38.3

 
$
73.8


(48
)%
 
(46
)%
 
$
100.4

 
$
143.6

 
(30
)%
 
(24
)%
Operating margin
0.6
%
 
1.3
%


 

 
(2.0
)%
 
6.5
%
 
 
 
 
Non-GAAP operating margin (1)
14.0
%
 
23.4
%