FORM 10-K
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Massachusetts
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04-2866152
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 par value per share
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NASDAQ Global Select Market
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Large Accelerated Filer
þ
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Accelerated Filer
o
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Non-accelerated Filer
o
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Smaller Reporting Company
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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ITEM 1.
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Business
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ITEM 1A.
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Risk Factors
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•
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a high percentage of our revenue historically has been generated in the third month of each fiscal quarter and any failure to receive, complete or process orders at the end of any quarter could cause us to fall short of our revenue targets;
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•
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a significant percentage of our revenue comes from transactions with large customers, which tend to have long lead times that are less predictable;
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one or more industries that we serve may have weak or negative growth;
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our operating expenses are largely fixed in the short term and are based on expected revenues and any failure to achieve our revenue targets could cause us to miss our earnings targets as well;
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•
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our mix of license, subscription and service revenues can vary from quarter to quarter, creating variability in our operating margins;
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•
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because a significant portion of our revenue comes from outside the U.S. and a significant portion of our expense structure is located internationally, shifts in foreign currency exchange rates could adversely affect our reported results; and
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we may incur significant expenses in a quarter in connection with corporate development initiatives, restructuring efforts or the investigation, defense or settlement of legal actions that would increase our operating expenses and reduce our earnings for the quarter in which those expenses are incurred.
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difficulties managing an acquired company’s technologies or lines of business or entering new markets where we have limited or no prior experience or where competitors may have stronger market positions;
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unanticipated operating difficulties in connection with the acquired entities, including potential declines in revenue of the acquired entity;
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failure to achieve the expected return on our investments which could adversely affect our business or operating results and impair the assets that we recorded as a part of an acquisition including intangible assets and goodwill;
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•
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diversion of management and employee attention;
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loss of key personnel;
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•
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assumption of unanticipated legal or financial liabilities or other unidentified issues with the acquired business;
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•
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potential incompatibility of business cultures;
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•
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significant increases in our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition; and
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•
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if we were to issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.
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•
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larger companies that offer competitive solutions;
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•
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larger, more well-known enterprise software providers with greater financial, technical, sales and marketing, and other resources; and
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other vendors of various competitive point solutions or IoT platforms.
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difficulties in staffing and managing foreign sales and development operations;
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•
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possible future limitations upon foreign-owned businesses;
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•
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increased financial accounting and reporting burdens and complexities;
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•
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inadequate local infrastructure; and
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•
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greater difficulty in protecting our intellectual property.
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•
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changes in tax laws, regulations, and interpretations in multiple jurisdictions in which we operate;
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•
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assessments, and any related tax interest or penalties, by taxing authorities;
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changes in the relative proportions of revenues and income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;
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changes to the financial accounting rules for income taxes;
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unanticipated changes in tax rates; and
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•
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changes to a valuation allowance on net deferred tax assets, if any.
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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Properties
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ITEM 3.
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Legal Proceedings
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ITEM 4.
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Mine Safety Disclosures
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ITEM 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Period (1)
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Total Number of Shares (or Units) Purchased
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Average Price Paid per Share (or Unit)
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Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
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Approximate
Dollar Value of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or Programs
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July 5 - August 1, 2015
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—
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—
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—
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$425,038,003
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(2)
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August 2 - August 29, 2015
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434,300
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$
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34.49
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434,300
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$410,059,854
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(2)
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August 30 - September 30, 2015
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—
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—
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—
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$410,059,854
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(2)
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Total
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434,300
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$
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34.49
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434,300
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$410,059,854
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(2)
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ITEM 6.
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Selected Financial Data
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ITEM 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Year Ended
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Constant Currency Change
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||||||||
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September 30, 2015
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September 30, 2014
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Revenue
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Change
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(in millions)
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License and Subscription
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$
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348.0
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$
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389.7
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(11
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)%
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(4
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)%
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Support
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681.5
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688.5
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(1
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)%
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7
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%
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Total Software
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1,029.5
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1,078.2
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(5
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)%
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3
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%
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Professional Services
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225.7
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278.7
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(19
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)%
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(12
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)%
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Total
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$
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1,255.2
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$
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1,357.0
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(8
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)%
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—
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%
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•
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Software revenue declined due to unfavorable currency movements and fewer large license transactions in the year than in the prior year. Perpetual license revenue declined $80 million in 2015 compared to 2014 ($56 million on a constant currency basis). We believe that challenging macroeconomic conditions and execution issues impacted our ability to close large license transactions in our core business. Additionally, 2015 was a difficult comparison in relation to 2014, in which CAD and ePLM had double digit software revenue growth due in part to customer contract cycles.
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Year-over-year revenue declines were partially offset by revenue from businesses acquired in 2014. On an organic basis (excluding revenue from acquired businesses), total license and subscription (L&S) revenue was down 18% year over year.
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Professional services revenue declined primarily due to a shift of services to our partners in accordance with our margin improvement strategy.
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•
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We delivered strong growth in our Internet of Things business, closing a number of significant deals with large, industrial companies that are adopting our platform for their IoT initiatives. IoT license revenue represented more than 10% of our total L&S revenue in 2015, compared to 1% in 2014.
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•
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Approximately 58% of our revenue in 2015 came from recurring revenue streams (subscription solutions and support), compared to approximately 52% in 2014.
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2015
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2014
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Percent Change 2014 to 2015
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2013
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Percent Change 2013 to 2014
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Actual
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Constant
Currency
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Actual
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Constant
Currency
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(Dollar amounts in millions, except per share data)
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L&S revenue
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$
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348.0
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$
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389.7
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(11
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)%
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(4
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)%
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$
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354.3
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10
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%
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10
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%
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Support revenue
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681.5
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688.5
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(1
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)%
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7
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%
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654.7
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5
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%
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5
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%
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Total software revenue
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1,029.5
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1,078.2
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1,009.0
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|||||||
Professional services revenue
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225.7
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278.7
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(19
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)%
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(12
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)%
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284.6
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(2
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)%
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(2
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)%
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|||
Total revenue
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1,255.2
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1,357.0
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(7
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)%
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—
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%
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1,293.5
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5
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%
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5
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%
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Cost of L&S
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53.2
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45.0
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39.0
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Cost of support
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82.8
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84.7
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81.1
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Cost of professional service
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198.7
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244.0
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252.9
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Total cost of revenue
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334.7
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373.7
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373.0
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Gross margin
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920.5
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983.3
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920.5
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Operating expenses
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878.9
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786.7
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793.2
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Total costs and expenses (1)
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1,213.6
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1,160.4
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5
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%
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9
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%
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1,166.2
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—
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%
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—
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%
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Operating income (1)
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$
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41.6
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$
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196.6
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(79
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)%
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(57
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)%
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$
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127.3
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54
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%
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52
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%
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Non-GAAP operating income (1)
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$
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304.3
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$
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340.3
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(11
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)%
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5
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%
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$
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286.3
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19
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%
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18
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%
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Operating margin (1)
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3.3
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%
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14.5
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%
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|
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9.8
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%
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|
|
|
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|||||||
Non-GAAP operating margin (1)
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24.2
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%
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25.1
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%
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22.1
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%
|
|
|
|
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|||||||
GAAP diluted earnings (loss) per share (2)
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$
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0.41
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$
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1.34
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$
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1.19
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||||
Non-GAAP diluted earnings per share (2)
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$
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2.23
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$
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2.17
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|
|
|
|
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$
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1.81
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|
|
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|
||||
Cash flow from operations
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$
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179.9
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|
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$
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304.6
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|
|
|
|
|
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$
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224.7
|
|
|
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(1)
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Costs and expenses in 2015 included $73.2 million of pension plan termination-related costs, $43.4 million of restructuring charges, a $28.2 million legal accrual, and $8.9 million of acquisition-related costs. Costs and expenses in 2014 included $28.4 million of restructuring charges and $13.1 million of acquisition-related and pension plan termination costs. Costs and expenses in 2013 included $52.2 million of restructuring charges and $9.9 million of acquisition-related costs. These restructuring, acquisition-related, pension plan termination costs and legal accrual have been excluded from non-GAAP operating income, non-GAAP operating margin and non-GAAP diluted EPS.
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(2)
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Income taxes for non-GAAP diluted earnings per share reflect the tax effects of non-GAAP adjustments which are calculated by applying the applicable tax rate by jurisdiction to the non-GAAP adjustments described in
Non-GAAP Measures
, and also exclude the following non-operating income and tax items: The GAAP earnings per share in 2015 reflect a tax benefit of
$18.7 million
related to the reversal of a portion of the U.S. valuation allowance related to reducing deferred tax assets in connection with settling the U.S. pension plan. GAAP diluted earnings per share in 2014 includes (i) tax benefits of $18.1 million related to the release of a portion of the valuation allowance as a result of deferred tax liabilities established for acquisitions recorded in 2014 and (ii) a tax charge of $3.5 million to establish valuation allowances against net deferred tax assets in two foreign jurisdictions. GAAP diluted earnings per share in 2013 includes (i) tax benefits of $36.7 million related to the release of a portion of the valuation allowance as a result of deferred tax liabilities established for acquisitions recorded in 2013, (ii) tax benefits of $3.2 million relating to the final resolution of a long standing tax litigation matter and completion of an international jurisdiction tax audit, (iii) a tax benefit of $7.9 million related to the release of a portion of the valuation allowance in the U.S. as a result of a pension gain (decrease in unrecognized actuarial loss) recorded in accumulated other comprehensive income, and (iv) a tax benefit of $2.6 million relating to a tax audit in a foreign jurisdiction of an acquired company. GAAP diluted earnings per share in 2013 also includes a gain on investment of $0.6 million and a legal settlement gain of $5.1 million.
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Year ended September 30,
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2015
|
|
Percent Change 2014 to 2015
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|
2014
|
|
Percent Change 2013 to 2014
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|
2013
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|||||||||||||||||||||||
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$ Amount
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|
% of Total Revenue
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Actual
|
|
Constant Currency
|
|
$ Amount
|
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% of Total Revenue
|
|
Actual
|
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Constant Currency
|
|
$ Amount
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% of Total Revenue
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|||||||||||||
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(Dollar amounts in millions)
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|||||||||||||||||||||||||||||||
L&S revenue
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$
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348.0
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28
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%
|
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(11
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)%
|
|
(4
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)%
|
|
$
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389.7
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|
|
29
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%
|
|
10
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%
|
|
10
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%
|
|
$
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354.3
|
|
|
27
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%
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Support revenue
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681.5
|
|
|
54
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%
|
|
(1
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)%
|
|
7
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%
|
|
688.5
|
|
|
51
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%
|
|
5
|
%
|
|
5
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%
|
|
654.7
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|
|
51
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%
|
|||
Total software revenue
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1,029.5
|
|
|
|
|
|
|
|
|
1,078.2
|
|
|
|
|
|
|
|
|
1,009.0
|
|
|
|
||||||||||
Professional Services revenue
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225.7
|
|
|
18
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%
|
|
(19
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)%
|
|
(12
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)%
|
|
278.7
|
|
|
21
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%
|
|
(2
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)%
|
|
(2
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)%
|
|
284.6
|
|
|
22
|
%
|
|||
Total revenue
|
$
|
1,255.2
|
|
|
100
|
%
|
|
(7
|
)%
|
|
—
|
%
|
|
$
|
1,357.0
|
|
|
100
|
%
|
|
5
|
%
|
|
5
|
%
|
|
$
|
1,293.5
|
|
|
100
|
%
|
Revenue by Solution
|
Year ended September 30,
|
||||||||||||||||||||||
|
|
|
Percent Change
|
|
|
|
Percent Change
|
|
|
||||||||||||||
|
2015
|
|
Actual
|
|
Constant Currency
|
|
2014
|
|
Actual
|
|
Constant Currency
|
|
2013
|
||||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||||||||
CAD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
L&S revenue
|
$
|
125.8
|
|
|
(26
|
)%
|
|
(20
|
)%
|
|
$
|
170.5
|
|
|
13
|
%
|
|
13
|
%
|
|
$
|
150.4
|
|
Support revenue
|
366.8
|
|
|
(5
|
)%
|
|
3
|
%
|
|
386.8
|
|
|
2
|
%
|
|
2
|
%
|
|
378.1
|
|
|||
Total software revenue
|
492.7
|
|
|
|
|
|
|
557.3
|
|
|
|
|
|
|
528.5
|
|
|||||||
Professional Services revenue
|
18.9
|
|
|
(22
|
)%
|
|
(14
|
)%
|
|
24.2
|
|
|
1
|
%
|
|
1
|
%
|
|
24.0
|
|
|||
Total revenue
|
$
|
511.6
|
|
|
(12
|
)%
|
|
(4
|
)%
|
|
$
|
581.5
|
|
|
5
|
%
|
|
5
|
%
|
|
$
|
552.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Extended PLM (ePLM)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
L&S revenue
|
$
|
134.2
|
|
|
(22
|
)%
|
|
(14
|
)%
|
|
$
|
171.4
|
|
|
12
|
%
|
|
12
|
%
|
|
$
|
152.6
|
|
Support revenue
|
239.2
|
|
|
4
|
%
|
|
10
|
%
|
|
231.0
|
|
|
7
|
%
|
|
6
|
%
|
|
216.6
|
|
|||
Total software revenue
|
373.4
|
|
|
|
|
|
|
402.4
|
|
|
|
|
|
|
369.2
|
|
|||||||
Professional Services revenue
|
151.3
|
|
|
(23
|
)%
|
|
(15
|
)%
|
|
196.9
|
|
|
(2
|
)%
|
|
(3
|
)%
|
|
201.9
|
|
|||
Total revenue
|
$
|
524.7
|
|
|
(12
|
)%
|
|
(5
|
)%
|
|
$
|
599.3
|
|
|
5
|
%
|
|
5
|
%
|
|
$
|
571.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SLM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
L&S revenue
|
$
|
43.8
|
|
|
1
|
%
|
|
7
|
%
|
|
$
|
43.4
|
|
|
(15
|
)%
|
|
(16
|
)%
|
|
$
|
51.3
|
|
Support revenue
|
70.4
|
|
|
—
|
%
|
|
5
|
%
|
|
70.3
|
|
|
17
|
%
|
|
17
|
%
|
|
60.0
|
|
|||
Total software revenue
|
114.2
|
|
|
|
|
|
|
113.8
|
|
|
|
|
|
|
111.3
|
|
|||||||
Professional Services revenue
|
51.8
|
|
|
(9
|
)%
|
|
(4
|
)%
|
|
57.2
|
|
|
(3
|
)%
|
|
(2
|
)%
|
|
58.8
|
|
|||
Total revenue
|
$
|
166.1
|
|
|
(3
|
)%
|
|
2
|
%
|
|
$
|
171.0
|
|
|
1
|
%
|
|
1
|
%
|
|
$
|
170.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
IoT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
L&S revenue
|
$
|
44.1
|
|
|
893
|
%
|
|
904
|
%
|
|
$
|
4.4
|
|
|
|
|
|
|
|
$
|
—
|
|
|
Support revenue
|
5.1
|
|
|
1,272
|
%
|
|
1,297
|
%
|
|
0.4
|
|
|
|
|
|
|
|
—
|
|
||||
Total software revenue
|
49.2
|
|
|
|
|
|
|
4.8
|
|
|
|
|
|
|
—
|
|
|||||||
Professional Services revenue
|
3.6
|
|
|
928
|
%
|
|
962
|
%
|
|
0.4
|
|
|
|
|
|
|
|
—
|
|
||||
Total revenue
|
$
|
52.9
|
|
|
|
|
|
|
|
$
|
5.2
|
|
|
|
|
|
|
|
$
|
—
|
|
|
2015
|
|
|
|
Percent Change
|
|
2014
|
|
|
|
Percent Change
|
|
2013
|
|
|||||||||||||||||
% of Total Revenue
|
|
Actual
|
|
Constant
Currency
|
|
% of Total Revenue
|
|
Actual
|
|
Constant
Currency
|
|
% of Total Revenue
|
|||||||||||||||||||
|
(Dollar amounts in millions)
|
|
|||||||||||||||||||||||||||||
Revenue by region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Americas
|
$
|
530.3
|
|
|
42
|
%
|
|
(5
|
)%
|
|
(4
|
)%
|
|
$
|
558.7
|
|
|
41
|
%
|
|
7
|
%
|
|
7
|
%
|
|
$
|
522.8
|
|
40
|
%
|
Europe
|
$
|
467.8
|
|
|
37
|
%
|
|
(11
|
)%
|
|
3
|
%
|
|
$
|
528.1
|
|
|
39
|
%
|
|
10
|
%
|
|
7
|
%
|
|
$
|
479.9
|
|
37
|
%
|
Pacific Rim
|
$
|
139.2
|
|
|
11
|
%
|
|
(6
|
)%
|
|
(4
|
)%
|
|
$
|
148.2
|
|
|
11
|
%
|
|
(8
|
)%
|
|
(9
|
)%
|
|
$
|
161.6
|
|
13
|
%
|
Japan
|
$
|
118.0
|
|
|
9
|
%
|
|
(3
|
)%
|
|
12
|
%
|
|
$
|
122.1
|
|
|
9
|
%
|
|
(6
|
)%
|
|
4
|
%
|
|
$
|
129.3
|
|
10
|
%
|
|
2015
|
|
Percent
Change
|
|
2014
|
|
Percent
Change
|
|
2013
|
||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||
Gross margin
|
$
|
920.5
|
|
|
(6
|
)%
|
|
$
|
983.3
|
|
|
7
|
%
|
|
$
|
920.5
|
|
Non-GAAP gross margin
|
953.4
|
|
|
(6
|
)%
|
|
1,013.0
|
|
|
6
|
%
|
|
951.6
|
|
|||
Gross margin as a % of revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
L&S
|
85
|
%
|
|
|
|
88
|
%
|
|
|
|
89
|
%
|
|||||
Support
|
88
|
%
|
|
|
|
88
|
%
|
|
|
|
88
|
%
|
|||||
Professional Services
|
12
|
%
|
|
|
|
12
|
%
|
|
|
|
11
|
%
|
|||||
Gross margin as a % of total revenue
|
73
|
%
|
|
|
|
72
|
%
|
|
|
|
71
|
%
|
|||||
Non-GAAP gross margin as a % of total non-GAAP revenue
|
76
|
%
|
|
|
|
75
|
%
|
|
|
|
73
|
%
|
|
2015
|
|
Percent
Change
|
|
|
2014
|
|
Percent
Change
|
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of L&S revenue
|
$
|
53.2
|
|
|
18
|
%
|
|
|
$
|
45.0
|
|
|
15
|
%
|
|
|
$
|
39.0
|
|
Cost of support revenue
|
82.8
|
|
|
(2
|
)%
|
|
|
84.7
|
|
|
4
|
%
|
|
|
81.1
|
|
|||
Cost of professional services revenue
|
198.7
|
|
|
(19
|
)%
|
|
|
244.0
|
|
|
(4
|
)%
|
|
|
252.9
|
|
|||
Sales and marketing
|
338.8
|
|
|
(5
|
)%
|
|
|
357.4
|
|
|
(1
|
)%
|
|
|
360.6
|
|
|||
Research and development
|
227.5
|
|
|
—
|
%
|
|
|
226.5
|
|
|
2
|
%
|
|
|
221.9
|
|
|||
General and administrative
|
166.7
|
|
|
17
|
%
|
|
|
142.2
|
|
|
8
|
%
|
|
|
131.9
|
|
|||
U.S. pension settlement loss
|
66.3
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
Amortization of acquired intangible assets
|
36.1
|
|
|
12
|
%
|
|
|
32.1
|
|
|
21
|
%
|
|
|
26.5
|
|
|||
Restructuring charges
|
43.4
|
|
|
53
|
%
|
|
|
28.4
|
|
|
(46
|
)%
|
|
|
52.2
|
|
|||
Total costs and expenses
|
$
|
1,213.6
|
|
|
5
|
%
|
(1)
|
|
$
|
1,160.4
|
|
|
—
|
%
|
(1)
|
|
$
|
1,166.2
|
|
Total headcount at end of period
|
5,982
|
|
|
(7
|
)%
|
|
|
6,444
|
|
(2)
|
7
|
%
|
|
|
6,000
|
|
|
(1)
|
On a constant currency basis from the prior period, total costs and expenses increased 9% from 2014 to 2015 and were flat from 2013 to 2014.
|
(2)
|
Headcount at September 30, 2014 included approximately 250 employees with termination dates after September 30, 2014 that were included in our fourth quarter of 2014 restructuring actions.
|
•
|
restructuring charges of $43.4 million in 2015 compared to $28.4 million in 2014, primarily for severance and other related costs associated with the termination of 411 employees;
|
•
|
costs from acquired businesses (Axeda, Atego, Thingworx and ColdLight added approximately 360 employees at the date of the acquisitions);
|
•
|
costs associated with terminating our U.S. Pension Plan which totaled $73.2 million (including a $66.3 million settlement loss);
|
•
|
a litigation accrual of $28.2 million related to our previously disclosed China investigation; and
|
•
|
amortization of acquired intangible assets (including amortization of purchased software which is included in cost of revenue), primarily related to our acquisitions in 2014 and 2015, which was higher by $5.3 million.
|
•
|
cost savings associated with restructuring actions in 2014 and 2015;
|
•
|
the impact of foreign currency movements which favorably impacted costs and expenses by $56.6 million in 2015; and
|
•
|
a decrease in cash-based incentive compensation of $18.1 million.
|
•
|
restructuring charges, which were $23.8 million lower in 2014; and
|
•
|
cost savings resulting from restructuring actions in 2013.
|
•
|
costs from acquired businesses (approximately 300 employees);
|
•
|
investments we made in our Internet of Things business;
|
•
|
company-wide merit pay increases totaling approximately $12 million on an annualized basis, which were effective February 1, 2014;
|
•
|
increased amortization of acquired intangible assets, which was $5.2 million higher in 2014; and
|
•
|
increased acquisition-related and pension plan termination costs, which were $3.2 million higher.
|
|
2015
|
|
Percent
Change
|
|
2014
|
|
Percent
Change
|
|
2013
|
||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||
Cost of L&S revenue
|
$
|
53.2
|
|
|
18
|
%
|
|
$
|
45.0
|
|
|
15
|
%
|
|
$
|
39.0
|
|
% of total revenue
|
4
|
%
|
|
|
|
3
|
%
|
|
|
|
3
|
%
|
|||||
% of total L&S revenue
|
15
|
%
|
|
|
|
12
|
%
|
|
|
|
11
|
%
|
|||||
L&S headcount at end of period
|
115
|
|
|
55
|
%
|
|
74
|
|
|
80
|
%
|
|
41
|
|
|
2015
|
|
Percent
Change
|
|
2014
|
|
Percent
Change
|
|
2013
|
||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||
Cost of support revenue
|
$
|
82.8
|
|
|
(2
|
)%
|
|
$
|
84.7
|
|
|
4
|
%
|
|
$
|
81.1
|
|
% of total revenue
|
7
|
%
|
|
|
|
6
|
%
|
|
|
|
6
|
%
|
|||||
% of total support revenue
|
12
|
%
|
|
|
|
12
|
%
|
|
|
|
12
|
%
|
|||||
Support headcount at end of period
|
668
|
|
|
1
|
%
|
|
659
|
|
|
4
|
%
|
|
634
|
|
|
2015
|
|
Percent
Change
|
|
2014
|
|
Percent
Change
|
|
2013
|
||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||
Cost of professional services revenue
|
$
|
198.7
|
|
|
(19
|
)%
|
|
$
|
244.0
|
|
|
(4
|
)%
|
|
$
|
252.9
|
|
% of total revenue
|
16
|
%
|
|
|
|
18
|
%
|
|
|
|
20
|
%
|
|||||
% of total professional services revenue
|
88
|
%
|
|
|
|
88
|
%
|
|
|
|
89
|
%
|
|||||
Service headcount at end of period
|
1,074
|
|
|
(23
|
)%
|
|
1,388
|
|
|
4
|
%
|
|
1,336
|
|
|
2015
|
|
Percent
Change
|
|
2014
|
|
Percent
Change
|
|
2013
|
||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||
Sales and marketing expenses
|
$
|
338.8
|
|
|
(5
|
)%
|
|
$
|
357.4
|
|
|
(1
|
)%
|
|
$
|
360.6
|
|
% of total revenue
|
27
|
%
|
|
|
|
26
|
%
|
|
|
|
28
|
%
|
|||||
Sales and marketing headcount at end of period
|
1,416
|
|
|
(4
|
)%
|
|
1,481
|
|
|
9
|
%
|
|
1,362
|
|
|
2015
|
|
Percent
Change
|
|
2014
|
|
Percent
Change
|
|
2013
|
||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||
Research and development expenses
|
$
|
227.5
|
|
|
—
|
%
|
|
$
|
226.5
|
|
|
2
|
%
|
|
$
|
221.9
|
|
% of total revenue
|
18
|
%
|
|
|
|
17
|
%
|
|
|
|
17
|
%
|
|||||
Research and development headcount at end of period
|
1,998
|
|
|
(7
|
)%
|
|
2,156
|
|
|
8
|
%
|
|
2,001
|
|
|
2015
|
|
Percent
Change
|
|
2014
|
|
Percent
Change
|
|
2013
|
||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||
General and administrative
|
$
|
166.7
|
|
|
17
|
%
|
|
$
|
142.2
|
|
|
8
|
%
|
|
$
|
131.9
|
|
% of total revenue
|
13
|
%
|
|
|
|
10
|
%
|
|
|
|
10
|
%
|
|||||
General and administrative headcount at end of period
|
711
|
|
|
4
|
%
|
|
686
|
|
|
10
|
%
|
|
626
|
|
|
2015
|
|
Percent
Change |
|
2014
|
|
Percent
Change |
|
2013
|
||||||
|
(Dollar amounts in millions)
|
||||||||||||||
U.S. pension termination loss
|
$
|
66.3
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
% of total revenue
|
5
|
%
|
|
|
|
—
|
%
|
|
|
|
—
|
%
|
|
2015
|
|
Percent
Change |
|
2014
|
|
Percent
Change |
|
2013
|
||||||||
|
(Dollar amounts in millions)
|
||||||||||||||||
Amortization of acquired intangible assets
|
$
|
36.1
|
|
|
12
|
%
|
|
$
|
32.1
|
|
|
21
|
%
|
|
$
|
26.5
|
|
% of total revenue
|
3
|
%
|
|
|
|
2
|
%
|
|
|
|
2
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollar amounts in millions)
|
||||||||||
Restructuring charges
|
$
|
43.4
|
|
|
$
|
28.4
|
|
|
$
|
52.2
|
|
% of total revenue
|
3
|
%
|
|
2
|
%
|
|
4
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollar amounts in millions)
|
||||||||||
Foreign currency losses, net
|
$
|
(2.7
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
(2.0
|
)
|
Interest income
|
3.7
|
|
|
3.1
|
|
|
2.9
|
|
|||
Interest expense
|
(14.7
|
)
|
|
(8.2
|
)
|
|
(7.0
|
)
|
|||
Other income (expense), net
|
(1.3
|
)
|
|
(1.0
|
)
|
|
5.0
|
|
|||
|
$
|
(15.1
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
(1.1
|
)
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Pre-tax income
|
$
|
26.5
|
|
|
$
|
186.1
|
|
|
$
|
126.2
|
|
Tax (benefit) provision
|
(21.0
|
)
|
|
25.9
|
|
|
(17.5
|
)
|
|||
Effective income tax rate
|
(79
|
)%
|
|
14
|
%
|
|
(14
|
)%
|
•
|
non-GAAP revenue—GAAP revenue
|
•
|
non-GAAP gross margin—GAAP gross margin
|
•
|
non-GAAP operating income—GAAP operating income
|
•
|
non-GAAP operating margin—GAAP operating margin
|
•
|
non-GAAP net income—GAAP net income (loss)
|
•
|
non-GAAP diluted earnings per share—GAAP diluted earnings (loss) per share
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollar amounts in millions)
|
||||||||||
GAAP revenue
|
$
|
1,255.2
|
|
|
$
|
1,357.0
|
|
|
$
|
1,293.5
|
|
Fair value of acquired deferred revenue
|
3.9
|
|
|
1.2
|
|
|
3.0
|
|
|||
Non-GAAP revenue
|
$
|
1,259.1
|
|
|
$
|
1,358.2
|
|
|
$
|
1,296.5
|
|
|
|
|
|
|
|
||||||
GAAP gross margin
|
$
|
920.5
|
|
|
$
|
983.3
|
|
|
$
|
920.5
|
|
Fair value of acquired deferred revenue
|
3.9
|
|
|
1.2
|
|
|
3.0
|
|
|||
Fair value adjustment to acquired deferred costs
|
(0.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
Stock-based compensation
|
10.2
|
|
|
10.4
|
|
|
9.5
|
|
|||
Amortization of acquired intangible assets included in cost of revenue
|
19.4
|
|
|
18.1
|
|
|
18.6
|
|
|||
Non-GAAP gross margin
|
$
|
953.4
|
|
|
$
|
1,013.0
|
|
|
$
|
951.6
|
|
|
|
|
|
|
|
||||||
GAAP operating income
|
$
|
41.6
|
|
|
$
|
196.6
|
|
|
$
|
127.3
|
|
Fair value of acquired deferred revenue
|
3.9
|
|
|
1.2
|
|
|
3.0
|
|
|||
Fair value adjustment to acquired deferred costs
|
(0.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|||
Stock-based compensation
|
50.2
|
|
|
50.9
|
|
|
48.8
|
|
|||
Amortization of acquired intangible assets
|
55.5
|
|
|
50.2
|
|
|
45.1
|
|
|||
Acquisition-related charges included in general and administrative expenses
|
8.9
|
|
|
12.7
|
|
|
9.9
|
|
|||
U.S. pension plan termination-related costs (1)
|
73.2
|
|
|
0.4
|
|
|
—
|
|
|||
Pending legal settlement accrual
|
28.2
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
|
43.4
|
|
|
28.4
|
|
|
52.2
|
|
|||
Non-GAAP operating income
|
$
|
304.3
|
|
|
$
|
340.3
|
|
|
$
|
286.3
|
|
|
|
|
|
|
|
||||||
GAAP net income
|
$
|
47.6
|
|
|
$
|
160.2
|
|
|
$
|
143.8
|
|
Fair value of acquired deferred revenue
|
3.9
|
|
|
1.2
|
|
|
3.0
|
|
|||
Fair value adjustment to acquired deferred costs
|
(0.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|||
Stock-based compensation
|
50.2
|
|
|
50.9
|
|
|
48.8
|
|
|||
Amortization of acquired intangible assets
|
55.5
|
|
|
50.2
|
|
|
45.1
|
|
|||
Acquisition-related charges included in general and administrative expenses
|
8.9
|
|
|
12.7
|
|
|
9.9
|
|
|||
U.S. pension plan termination-related costs (1)
|
73.2
|
|
|
0.4
|
|
|
—
|
|
|||
Pending legal settlement accrual
|
28.2
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
|
43.4
|
|
|
28.4
|
|
|
52.2
|
|
|||
Non-operating (gain) loss (2)
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|||
Income tax adjustments (3)
|
(51.1
|
)
|
|
(43.5
|
)
|
|
(77.8
|
)
|
|||
Non-GAAP net income
|
$
|
259.2
|
|
|
$
|
260.4
|
|
|
$
|
219.2
|
|
GAAP diluted earnings (loss) per share
|
$
|
0.41
|
|
|
$
|
1.34
|
|
|
$
|
1.19
|
|
Stock-based compensation
|
0.43
|
|
|
0.42
|
|
|
0.40
|
|
|||
Amortization of acquired intangible assets
|
0.48
|
|
|
0.42
|
|
|
0.37
|
|
|||
Restructuring charges
|
0.37
|
|
|
0.24
|
|
|
0.43
|
|
|||
Acquisition-related charges included in general and administrative expenses
|
0.08
|
|
|
0.11
|
|
|
0.08
|
|
|||
U.S. pension plan termination-related costs
|
0.63
|
|
|
—
|
|
|
—
|
|
|||
Pending legal settlement accrual
|
0.24
|
|
|
—
|
|
|
—
|
|
|||
Non-operating (gain) loss
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|||
Income tax adjustments (3)
|
(0.44
|
)
|
|
(0.36
|
)
|
|
(0.64
|
)
|
Fair value of acquired deferred revenue
|
0.03
|
|
|
0.01
|
|
|
0.03
|
|
|||
Non-GAAP diluted earnings per share (4)
|
$
|
2.23
|
|
|
$
|
2.17
|
|
|
$
|
1.81
|
|
Operating margin impact of non-GAAP adjustments:
|
|
|
|
|
|
||||||
GAAP operating margin
|
3.3
|
%
|
|
14.5
|
%
|
|
9.8
|
%
|
|||
Fair value of acquired deferred revenue
|
0.3
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
|||
Stock-based compensation
|
4.0
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|||
Amortization of acquired intangible assets
|
4.4
|
%
|
|
3.7
|
%
|
|
3.5
|
%
|
|||
Acquisition-related charges included in general and administrative expenses
|
0.7
|
%
|
|
0.9
|
%
|
|
0.8
|
%
|
|||
U.S. pension plan termination-related costs
|
5.8
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Pending legal settlement accrual
|
2.2
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Restructuring charges
|
3.5
|
%
|
|
2.1
|
%
|
|
4.0
|
%
|
|||
Non-GAAP operating margin
|
24.2
|
%
|
|
25.1
|
%
|
|
22.1
|
%
|
(1)
|
Represents charges related to terminating a U.S. pension plan including a settlement loss of $66.3 million in 2015.
|
(2)
|
Non-operating gain (loss) adjustments:
In 2013, we recorded a $0.6 million gain on an investment related to an acquisition and a legal settlement gain of $5.1 million.
|
(3)
|
Income tax adjustments
reflect the tax effects of non-GAAP adjustments which are calculated by applying the applicable tax rate by jurisdiction to the non-GAAP adjustments listed above, and also include any identified tax items. In the fourth quarter of 2012, a valuation allowance was established against our U.S. net deferred tax assets and in the fourth quarter of 2014 a valuation allowance was established against net deferred tax assets in two foreign jurisdictions. As the U.S. is profitable on a non-GAAP basis, the non-GAAP tax provision is being calculated assuming there is no U.S. valuation allowance. Additionally, the following identified tax items have been excluded from the non-GAAP tax results. The GAAP diluted earnings per share in 2015 includes an $18.7 million release of valuation allowance related to the U.S. pension plan termination. GAAP diluted earnings per share in 2014 includes (i) tax benefits of $18.1 million related to the release of a portion of the valuation allowance as a result of deferred tax liabilities established for acquisitions recorded in 2014 and (ii) a tax charge of $3.5 million to establish a valuation allowance against net deferred tax assets in two foreign jurisdictions. GAAP diluted earnings per share in 2013 includes (i) tax benefits of $36.7 million related to the release of a portion of the valuation allowance as a result of deferred tax liabilities established for acquisitions recorded in 2013, (ii) tax benefits of $3.2 million relating to the final resolution of a long standing tax litigation matter and completion of an international jurisdiction tax audit, (iii) a tax benefit of $7.9 million related to the release of a portion of the valuation allowance in the U.S. as a result of a pension gain (decrease in unrecognized actuarial loss) recorded in accumulated other comprehensive income and (iv) a tax benefit of $2.6 million relating to a tax audit in a foreign jurisdiction of an acquired company.
|
(4)
|
Diluted earnings per share impact of non-GAAP adjustments is calculated by dividing the dollar amount of the non-GAAP adjustment by the diluted weighted average shares outstanding for the respective year.
|
•
|
revenue recognition;
|
•
|
accounting for income taxes;
|
•
|
valuation of assets and liabilities acquired in business combinations;
|
•
|
valuation of goodwill;
|
•
|
accounting for pensions; and
|
•
|
legal contingencies.
|
•
|
determining whether collection is probable;
|
•
|
assessing whether the fee is fixed or determinable;
|
•
|
determining whether service arrangements, including modifications and customization of the underlying software, are not essential to the functionality of the licensed software and thus would result in the revenue for license and service elements of an agreement being recorded separately; and
|
•
|
determining the fair value of services and support elements included in multiple-element arrangements, which is the basis for allocating and deferring revenue for such services and support.
|
•
|
future expected cash flows from software license sales, customer support agreements, customer contracts and related customer relationships and acquired developed technologies and trademarks and trade names;
|
•
|
expected costs to develop the in-process research and development into commercially viable products and estimating cash flows from the projects when completed;
|
•
|
the acquired company’s brand awareness and market position, as well as assumptions about the period of time the acquired brand will continue to be used by the combined company; and
|
•
|
discount rates used to determine the present value of estimated future cash flows.
|
|
September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
273,417
|
|
|
$
|
293,654
|
|
|
$
|
241,913
|
|
Activity for the year included the following:
|
|
|
|
|
|
||||||
Cash provided by operating activities
|
$
|
179,903
|
|
|
$
|
304,552
|
|
|
$
|
224,683
|
|
Cash used by investing activities
|
(140,039
|
)
|
|
(348,800
|
)
|
|
(274,450
|
)
|
|||
Cash provided (used) by financing activities
|
(42,155
|
)
|
|
105,353
|
|
|
(196,524
|
)
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Acquisitions of businesses, net of cash acquired
|
$
|
(98,411
|
)
|
|
$
|
(323,525
|
)
|
|
$
|
(245,843
|
)
|
Additions to property and equipment
|
(30,628
|
)
|
|
(25,275
|
)
|
|
(29,328
|
)
|
|||
Purchases of investments
|
(11,000
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
721
|
|
|||
|
$
|
(140,039
|
)
|
|
$
|
(348,800
|
)
|
|
$
|
(274,450
|
)
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Borrowings under credit facility
|
$
|
185,000
|
|
|
$
|
1,386,250
|
|
|
$
|
—
|
|
Repayments of borrowings under credit facility
|
(128,750
|
)
|
|
(1,032,500
|
)
|
|
(111,875
|
)
|
|||
Repurchases of common stock
|
(64,940
|
)
|
|
(224,915
|
)
|
|
(74,871
|
)
|
|||
Proceeds from issuance of common stock
|
41
|
|
|
877
|
|
|
4,884
|
|
|||
Payments of withholding taxes in connection with vesting of stock-based awards
|
(29,207
|
)
|
|
(26,857
|
)
|
|
(14,996
|
)
|
|||
Excess tax benefits from stock-based awards
|
24
|
|
|
10,428
|
|
|
334
|
|
|||
Credit facility origination costs
|
—
|
|
|
(7,930
|
)
|
|
—
|
|
|||
Contingent consideration
|
$
|
(4,323
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(42,155
|
)
|
|
$
|
105,353
|
|
|
$
|
(196,524
|
)
|
•
|
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 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 consolidated total indebtedness to 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.
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Credit facility (1)
|
$
|
719.0
|
|
|
$
|
64.2
|
|
|
$
|
150.7
|
|
|
$
|
504.0
|
|
|
$
|
—
|
|
Operating leases (2)
|
144.1
|
|
|
35.8
|
|
|
48.3
|
|
|
33.3
|
|
|
26.7
|
|
|||||
Purchase obligations (3)
|
28.0
|
|
|
21.6
|
|
|
5.8
|
|
|
0.7
|
|
|
—
|
|
|||||
Pension liabilities (4)
|
20.2
|
|
|
0.8
|
|
|
1.5
|
|
|
1.5
|
|
|
16.4
|
|
|||||
Unrecognized tax benefits (5)
|
14.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
925.4
|
|
|
$
|
122.4
|
|
|
$
|
206.3
|
|
|
$
|
539.5
|
|
|
$
|
43.1
|
|
(1)
|
Credit facility amounts above include required principal repayments and interest and commitment fees based on the balance outstanding as of September 30, 2015 and the interest rate in effect as of September 30, 2015, 1.875%. Pursuant to our amended and restated credit facility signed November 4, 2015, the term loan was converted into a revolving loan. The credit facility matures on September 15, 2019, when all remaining amounts outstanding will be due and payable in full. Future payments under this new agreement will be: $13.8 million in less than one year, $28.6 million in one to three years, and $732.6 million in three to five years.
|
(2)
|
The future minimum lease payments above include minimum future lease payments for excess facilities under noncancelable operating leases. These leases qualify for operating lease accounting treatment and, as such, are not included on our balance sheet. See Note I
Commitments and Contingencies
of “Notes to Consolidated Financial Statements” in this Annual Report for additional information regarding our operating leases.
|
(3)
|
Purchase obligations represent minimum commitments due to third parties, including royalty contracts, research and development contracts, telecommunication contracts, information technology maintenance contracts in support of internal-use software and hardware and other marketing and consulting contracts. Contracts for which our commitment is variable, based on volumes, with no fixed minimum quantities, and contracts that can be canceled without payment penalties have been excluded. The purchase obligations included above are in addition to amounts included in current liabilities and prepaid expenses recorded on our September 30, 2015 consolidated balance sheet.
|
(4)
|
These obligations relate to our international pension plans. These liabilities are not subject to fixed payment terms. Payments have been estimated based on the plans’ current funded status, planned employer contributions and actuarial assumptions. In addition, we may, at our discretion, make additional voluntary contributions to the plans. See Note M
Pension Plans
of “Notes to Consolidated Financial Statements” in this Annual Report for further discussion.
|
(5)
|
As of September 30, 2015, we had recorded total unrecognized tax benefits of
$14.1 million
. This liability is not subject to fixed payment terms and the amount and timing of payments, if any, which we will make related to this liability, are not known. See Note G
Income Taxes
of “Notes to Consolidated Financial Statements” in this Annual Report for additional information.
|
|
September 30,
|
||||||
Currency Hedged
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Canadian/U.S. Dollar
|
$
|
17,448
|
|
|
$
|
25,583
|
|
Euro/U.S. Dollar
|
82,917
|
|
|
61,751
|
|
||
British Pound/Euro
|
9,409
|
|
|
14,259
|
|
||
Israeli Sheqel/U.S. Dollar
|
4,607
|
|
|
6,144
|
|
||
Japanese Yen/U.S. Dollar
|
25,133
|
|
|
—
|
|
||
Swiss Franc/U.S. Dollar
|
5,149
|
|
|
1,200
|
|
||
All other
|
12,592
|
|
|
8,051
|
|
||
Total
|
$
|
157,255
|
|
|
$
|
116,988
|
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Name
|
|
Age
|
|
Position
|
James Heppelmann
|
|
51
|
|
President and Chief Executive Officer
|
Andrew Miller
|
|
55
|
|
Executive Vice President, Chief Financial Officer
|
Barry Cohen
|
|
71
|
|
Executive Vice President, Strategy
|
Matthew Cohen
|
|
39
|
|
Executive Vice President, Global Services
|
Anthony DiBona
|
|
60
|
|
Executive Vice President, Global Support
|
Robert Gremley
|
|
50
|
|
Group President, Technology Platform Group
|
Aaron von Staats
|
|
49
|
|
Corporate Vice President, General Counsel and Secretary
|
1.
|
Financial Statements
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
2.
|
Financial Statement Schedules
|
|
|
Schedules have been omitted since they are either not required, not applicable, or the information is otherwise included in the Financial Statements per Item 15(a)1 above.
|
|
|
|
|
3.
|
Exhibits
|
|
|
The list of exhibits in the Exhibit Index is incorporated herein by reference.
|
|
|
|
|
|
PTC Inc.
|
|
|
|
|
|
By:
|
/s/ J
AMES
H
EPPELMANN
|
|
|
James Heppelmann
President and Chief Executive Officer
|
Signature
|
|
Title
|
(i) Principal Executive Officer:
|
|
|
|
|
|
/s/ J
AMES
H
EPPELMANN
|
|
President and Chief Executive Officer
|
James Heppelmann
|
|
|
|
|
|
(ii) Principal Financial and Accounting Officer:
|
|
|
|
|
|
/s/ A
NDREW
M
ILLER
|
|
Executive Vice President and Chief Financial Officer
|
Andrew Miller
|
|
|
|
|
|
(iii) Board of Directors:
|
|
|
|
|
|
/s/ R
OBERT
S
CHECHTER
|
|
Chairman of the Board of Directors
|
Robert Schechter
|
|
|
|
|
|
/s/ J
ANICE
C
HAFFIN
|
|
Director
|
Janice Chaffin
|
|
|
|
|
|
/s/ D
ONALD
G
RIERSON
|
|
Director
|
Donald Grierson
|
|
|
|
|
|
/s/ J
AMES
H
EPPELMANN
|
|
Director
|
James Heppelmann
|
|
|
|
|
|
/s/ K
LAUS
H
OEHN
|
|
Director
|
Klaus Hoehn
|
|
|
|
|
|
/s/ P
AUL
L
ACY
|
|
Director
|
Paul Lacy
|
|
|
|
|
|
/s/ R
ENATO
Z
AMBONINI
|
|
Director
|
Renato Zambonini
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
|
2.1
|
|
—
|
Asset Purchase Agreement dated as of October 9, 2015 by and between PTC Inc. and Qualcomm Connected Experiences, Inc. (filed as Exhibit 10.1 to our Current Report on Form 8-K dated October 13, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
2.2
|
|
—
|
Agreement and Plan of Merger dated as of May 4, 2015 by and among PTC Inc., Cedar Acquisition LLC, ColdLight Solutions, LLC, and Cedar Holder Representative, LLC, as the Securityholder Representative(filed as Exhibit 10.1 to our Current Report on Form 8-K dated May 5, 2015 (File No.
0-18059) and incorporated herein by reference).
|
|
|
|
|
3.1
|
|
—
|
Restated Articles of Organization of PTC Inc. adopted August 4, 2015.
|
|
|
|
|
3.2
|
|
—
|
By-Laws, as amended and restated, of PTC Inc. (filed as Exhibit 3.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.1*
|
|
—
|
PTC Inc. 2000 Equity Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 6, 2013 and incorporated herein by reference).
|
|
|
|
|
10.1.2*
|
|
—
|
Form of Restricted Stock Agreement (Non-Employee Director) (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.3*
|
|
—
|
Form of Restricted Stock Agreement (Employee) (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.4*
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S.) (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.5
|
|
—
|
Form of Restricted Stock Unit Certificate (Non-U.S.) (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.6
|
|
—
|
Form of Incentive Stock Option Certificate (filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.7*
|
|
—
|
Form of Nonstatutory Stock Option Certificate (filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.8*
|
|
—
|
Form of Stock Appreciation Right Certificate (filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.9*
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S. Section 16 Officers) (filed as Exhibit 10.1.9 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.10*
|
|
—
|
Form of Restricted Stock Unit Certificate (Non-Employee Director) (filed as Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2013 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.11
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S.) (filed as Exhibit 10.1.11 to our Annual Report Form 10-K for the fiscal year ended September 30, 2013 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
10.1.12*
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S. Section 16 Officers) (filed as Exhibit 10.1.12 to our Annual Report Form 10-K for the fiscal year ended September 30, 2014 (File No. 0-18059) and incorporated herein by reference).
.
|
|
|
|
|
10.1.13*
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S. Non Section 16 Executives) (filed as Exhibit 10.1.13 to our Annual Report Form 10-K for the fiscal year ended September 30, 2014 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.14
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S.) (filed as Exhibit 10.1.14 to our Annual Report Form 10-K for the fiscal year ended September 30, 2014 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.2*
|
|
—
|
2009 Executive Cash Incentive Performance Plan (filed as Exhibit 10.5 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.3*
|
|
—
|
Amended and Restated Executive Agreement with James Heppelmann, President and Chief Executive Officer, dated May 7, 2010 (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.4*
|
|
—
|
Amendment to Executive Agreement dated as of November 18, 2011 by and between PTC Inc. and James Heppelmann to Amended and Restated Executive Agreement dated as of May 7, 2010 by and between PTC and James Heppelmann (filed as Exhibit 10.2 to our Current Report on Form 8-K dated November 15, 2011 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.5*
|
|
—
|
Amendment to Executive Agreement by and between PTC Inc. and James Heppelmann dated May 13, 2013 (filed as Exhibit 10.9 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.6*
|
|
—
|
Amendment to Executive Agreement by and between PTC Inc. and James Heppelmann dated August 4, 2015 (filed as Exhibit 10.1 to our Current Report on Form 8-K dated August 10, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.7*
|
|
—
|
Form of Amended and Restated Executive Agreement by and between PTC Inc. and each of Barry Cohen, Anthony DiBona, and Aaron von Staats (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter dated April 3, 2010 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.8*
|
|
—
|
Form of Amendment to Amended and Restated Executive Agreement entered into as of November 18, 2011 by and between PTC Inc. and each of Barry Cohen, Anthony DiBona, and Aaron von Staats (filed as Exhibit 10.3 to our Current Report on Form 8-K dated November 15, 2011 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.9*
|
|
—
|
Executive Agreement dated April 16, 2014 between PTC Inc. and Matthew Cohen (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.10*
|
|
—
|
Executive Agreement dated February 11, 2015 between PTC Inc. and Andrew Miller (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.11*
|
|
—
|
Form of Amendment to Executive Agreement dated August 4, 2015 by and between PTC Inc. and each of Andrew Miller, Barry Cohen, Matthew Cohen, Anthony DiBona, and Aaron von Staats (filed as Exhibit 10.2 to our Current Report on Form 8-K dated August 10, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.12*
|
|
—
|
Amended and Restated Executive Agreement dated May 7, 2010, as amended, between PTC Inc. and Robert Gremley.
|
|
|
|
10.13
|
|
—
|
Lease dated December 14, 1999 by and between PTC Inc. and Boston Properties Limited Partnership (filed as Exhibit 10.21 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2000 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.14
|
|
—
|
Third Amendment to Lease Agreement dated as of October 27, 2010 by and between Boston Properties Limited Partnership and PTC Inc. (filed as Exhibit 10.1 to our Current Report on Form 8-K dated November 8, 2010 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.15
|
|
—
|
Credit Agreement dated as of November 4, 2015 by and among PTC Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (filed as Exhibit 10 to our Current Report on Form 8-K dated November 4, 2015 (File No.
0-18059) and incorporated herein by reference).
|
|
|
|
|
21.1
|
|
—
|
Subsidiaries of PTC Inc.
|
|
|
|
|
23.1
|
|
—
|
Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
|
|
|
|
|
31.1
|
|
—
|
Certification of the Chief Executive Officer Pursuant to Exchange Act Rules 13(a)-14(a) and 15d-14(a).
|
|
|
|
|
31.2
|
|
—
|
Certification of the Chief Financial Officer Pursuant to Exchange Act Rules 13(a)-14(a) and 15d-14(a).
|
|
|
|
|
32**
|
|
—
|
Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.
|
|
|
|
|
101
|
|
—
|
The following materials from PTC Inc.'s Annual Report on Form 10-K for the year ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2015 and 2014; (ii) Consolidated Statements of Operations for the years ended September 30, 2015, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2015, 2014 and 2013; (iv) Consolidated Statements of Cash Flows for the years ended September 30, 2015, 2014 and 2013; (v) Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2015, 2014 and 2013; and (vi) Notes to Consolidated Financial Statements.
|
*
|
Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of PTC participates.
|
**
|
Indicates that the exhibit is being furnished with this report and is not filed as a part of it.
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue:
|
|
|
|
|
|
||||||
License and subscription
|
$
|
347,999
|
|
|
$
|
389,739
|
|
|
$
|
354,282
|
|
Support
|
681,524
|
|
|
688,502
|
|
|
654,679
|
|
|||
Professional services
|
225,719
|
|
|
278,726
|
|
|
284,580
|
|
|||
Total revenue
|
1,255,242
|
|
|
1,356,967
|
|
|
1,293,541
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of license and subscription revenue
|
53,163
|
|
|
45,005
|
|
|
39,037
|
|
|||
Cost of support revenue
|
82,829
|
|
|
84,703
|
|
|
81,081
|
|
|||
Cost of professional services revenue
|
198,742
|
|
|
243,975
|
|
|
252,921
|
|
|||
Total cost of revenue
|
334,734
|
|
|
373,683
|
|
|
373,039
|
|
|||
Gross margin
|
920,508
|
|
|
983,284
|
|
|
920,502
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Sales and marketing
|
338,777
|
|
|
357,447
|
|
|
360,640
|
|
|||
Research and development
|
227,513
|
|
|
226,496
|
|
|
221,918
|
|
|||
General and administrative
|
166,732
|
|
|
142,232
|
|
|
131,937
|
|
|||
U.S. pension settlement loss
|
66,332
|
|
|
—
|
|
|
—
|
|
|||
Amortization of acquired intangible assets
|
36,129
|
|
|
32,127
|
|
|
26,486
|
|
|||
Restructuring charges
|
43,409
|
|
|
28,406
|
|
|
52,197
|
|
|||
Total operating expenses
|
878,892
|
|
|
786,708
|
|
|
793,178
|
|
|||
Operating income
|
41,616
|
|
|
196,576
|
|
|
127,324
|
|
|||
Foreign currency losses, net
|
(2,706
|
)
|
|
(4,469
|
)
|
|
(2,027
|
)
|
|||
Interest income
|
3,697
|
|
|
3,117
|
|
|
2,862
|
|
|||
Interest expense
|
(14,742
|
)
|
|
(8,155
|
)
|
|
(6,976
|
)
|
|||
Other expense (income), net
|
(1,340
|
)
|
|
(957
|
)
|
|
5,051
|
|
|||
Income before income taxes
|
26,525
|
|
|
186,112
|
|
|
126,234
|
|
|||
Provision (benefit) for income taxes
|
(21,032
|
)
|
|
25,918
|
|
|
(17,535
|
)
|
|||
Net income
|
$
|
47,557
|
|
|
$
|
160,194
|
|
|
$
|
143,769
|
|
Earnings per share—Basic
|
$
|
0.41
|
|
|
$
|
1.36
|
|
|
$
|
1.20
|
|
Earnings per share—Diluted
|
$
|
0.41
|
|
|
$
|
1.34
|
|
|
$
|
1.19
|
|
Weighted average shares outstanding—Basic
|
114,775
|
|
|
118,094
|
|
|
119,473
|
|
|||
Weighted average shares outstanding—Diluted
|
116,012
|
|
|
119,984
|
|
|
121,240
|
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
47,557
|
|
|
$
|
160,194
|
|
|
$
|
143,769
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of tax of $0 for all periods
|
(47,177
|
)
|
|
(24,069
|
)
|
|
7,165
|
|
|||
Amortization of net actuarial pension loss included in net income, net of tax of $18.5 million, $0.3 million, and $1.6 million in 2015, 2014 and 2013, respectively
|
52,249
|
|
|
3,048
|
|
|
2,772
|
|
|||
Pension net gain (loss) arising during the period net of tax of $1.6 million, $2.8 million and ($6.3 million) in 2015, 2014, and 2013, respectively
|
(4,797
|
)
|
|
(24,267
|
)
|
|
11,971
|
|
|||
Change in unamortized pension loss during the period related to changes in foreign currency
|
2,350
|
|
|
2,081
|
|
|
(567
|
)
|
|||
Other comprehensive income (loss)
|
2,625
|
|
|
(43,207
|
)
|
|
21,341
|
|
|||
Comprehensive income
|
$
|
50,182
|
|
|
$
|
116,987
|
|
|
$
|
165,110
|
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
47,557
|
|
|
$
|
160,194
|
|
|
$
|
143,769
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation
|
50,182
|
|
|
50,889
|
|
|
48,787
|
|
|||
Depreciation and amortization
|
84,433
|
|
|
77,307
|
|
|
76,551
|
|
|||
Benefit from deferred income taxes
|
(49,361
|
)
|
|
(19,946
|
)
|
|
(39,714
|
)
|
|||
Excess tax benefits realized from stock-based awards
|
(24
|
)
|
|
(10,428
|
)
|
|
(334
|
)
|
|||
Pension settlement loss
|
66,332
|
|
|
—
|
|
|
—
|
|
|||
Other non-cash costs, net
|
157
|
|
|
(760
|
)
|
|
339
|
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
29,723
|
|
|
7,554
|
|
|
17,308
|
|
|||
Accounts payable and accrued expenses
|
31,134
|
|
|
(436
|
)
|
|
(4,828
|
)
|
|||
Accrued compensation and benefits
|
(56,950
|
)
|
|
8,974
|
|
|
11,036
|
|
|||
Deferred revenue
|
8,852
|
|
|
24,998
|
|
|
6,727
|
|
|||
Accrued income taxes, net of income tax receivable
|
(3,536
|
)
|
|
19,134
|
|
|
(15,211
|
)
|
|||
Other current assets and prepaid expenses
|
(10,716
|
)
|
|
4,417
|
|
|
(9,113
|
)
|
|||
Other noncurrent assets and liabilities
|
(17,880
|
)
|
|
(17,345
|
)
|
|
(10,634
|
)
|
|||
Net cash provided by operating activities
|
179,903
|
|
|
304,552
|
|
|
224,683
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(30,628
|
)
|
|
(25,275
|
)
|
|
(29,328
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(98,411
|
)
|
|
(323,525
|
)
|
|
(245,843
|
)
|
|||
Purchases of investments
|
(11,000
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
721
|
|
|||
Net cash used by investing activities
|
(140,039
|
)
|
|
(348,800
|
)
|
|
(274,450
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings under credit facility
|
185,000
|
|
|
1,386,250
|
|
|
—
|
|
|||
Repayments of borrowings under credit facility
|
(128,750
|
)
|
|
(1,032,500
|
)
|
|
(111,875
|
)
|
|||
Repurchases of common stock
|
(64,940
|
)
|
|
(224,915
|
)
|
|
(74,871
|
)
|
|||
Proceeds from issuance of common stock
|
41
|
|
|
877
|
|
|
4,884
|
|
|||
Excess tax benefits realized from stock-based awards
|
24
|
|
|
10,428
|
|
|
334
|
|
|||
Payments of withholding taxes in connection with vesting of stock-based awards
|
(29,207
|
)
|
|
(26,857
|
)
|
|
(14,996
|
)
|
|||
Credit facility origination costs
|
—
|
|
|
(7,930
|
)
|
|
—
|
|
|||
Contingent consideration
|
(4,323
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided (used) by financing activities
|
(42,155
|
)
|
|
105,353
|
|
|
(196,524
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(17,946
|
)
|
|
(9,364
|
)
|
|
(1,339
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(20,237
|
)
|
|
51,741
|
|
|
(247,630
|
)
|
|||
Cash and cash equivalents, beginning of year
|
293,654
|
|
|
241,913
|
|
|
489,543
|
|
|||
Cash and cash equivalents, end of year
|
$
|
273,417
|
|
|
$
|
293,654
|
|
|
$
|
241,913
|
|
Supplemental disclosure of non-cash financing activities:
|
|
|
|
|
|
||||||
Fair value of contingent consideration recorded for acquisition
|
$
|
3,800
|
|
|
$
|
13,048
|
|
|
$
|
—
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance as of October 1, 2012
|
119,553
|
|
|
$
|
1,196
|
|
|
$
|
1,822,698
|
|
|
$
|
(954,134
|
)
|
|
$
|
(72,501
|
)
|
|
$
|
797,259
|
|
Common stock issued for employee stock-based awards
|
2,655
|
|
|
27
|
|
|
4,857
|
|
|
—
|
|
|
—
|
|
|
4,884
|
|
|||||
Shares surrendered by employees to pay taxes related to stock-based awards
|
(709
|
)
|
|
(7
|
)
|
|
(14,989
|
)
|
|
—
|
|
|
—
|
|
|
(14,996
|
)
|
|||||
Compensation expense from stock-based awards
|
—
|
|
|
—
|
|
|
48,787
|
|
|
—
|
|
|
—
|
|
|
48,787
|
|
|||||
Excess tax benefits from stock-based awards
|
—
|
|
|
—
|
|
|
307
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
143,769
|
|
|
—
|
|
|
143,769
|
|
|||||
Repurchases of common stock
|
(3,053
|
)
|
|
(31
|
)
|
|
(74,840
|
)
|
|
—
|
|
|
—
|
|
|
(74,871
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,165
|
|
|
7,165
|
|
|||||
Change in pension benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,176
|
|
|
14,176
|
|
|||||
Balance as of September 30, 2013
|
118,446
|
|
|
$
|
1,185
|
|
|
$
|
1,786,820
|
|
|
$
|
(810,365
|
)
|
|
$
|
(51,160
|
)
|
|
$
|
926,480
|
|
Common stock issued for employee stock-based awards
|
2,455
|
|
|
24
|
|
|
853
|
|
|
—
|
|
|
—
|
|
|
877
|
|
|||||
Shares surrendered by employees to pay taxes related to stock-based awards
|
(808
|
)
|
|
(8
|
)
|
|
(26,849
|
)
|
|
—
|
|
|
—
|
|
|
(26,857
|
)
|
|||||
Compensation expense from stock-based awards
|
—
|
|
|
—
|
|
|
50,889
|
|
|
—
|
|
|
—
|
|
|
50,889
|
|
|||||
Excess tax benefits from stock-based awards
|
—
|
|
|
—
|
|
|
10,428
|
|
|
—
|
|
|
—
|
|
|
10,428
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
160,194
|
|
|
—
|
|
|
160,194
|
|
|||||
Repurchases of common stock
|
(5,068
|
)
|
|
(51
|
)
|
|
(187,364
|
)
|
|
—
|
|
|
—
|
|
|
(187,415
|
)
|
|||||
Common stock repurchase holdback
|
—
|
|
|
—
|
|
|
(37,500
|
)
|
|
—
|
|
|
—
|
|
|
(37,500
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,069
|
)
|
|
(24,069
|
)
|
|||||
Change in pension benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,138
|
)
|
|
(19,138
|
)
|
|||||
Balance as of September 30, 2014
|
115,025
|
|
|
$
|
1,150
|
|
|
$
|
1,597,277
|
|
|
$
|
(650,171
|
)
|
|
$
|
(94,367
|
)
|
|
$
|
853,889
|
|
Common stock issued for employee stock-based awards
|
2,212
|
|
|
22
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Shares surrendered by employees to pay taxes related to stock-based awards
|
(764
|
)
|
|
(8
|
)
|
|
(29,199
|
)
|
|
—
|
|
|
—
|
|
|
(29,207
|
)
|
|||||
Compensation expense from stock-based awards
|
—
|
|
|
—
|
|
|
50,182
|
|
|
—
|
|
|
—
|
|
|
50,182
|
|
|||||
Excess tax benefits from stock-based awards
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
47,557
|
|
|
—
|
|
|
47,557
|
|
|||||
Repurchases of common stock
|
(2,728
|
)
|
|
(27
|
)
|
|
(64,913
|
)
|
|
—
|
|
|
—
|
|
|
(64,940
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,177
|
)
|
|
(47,177
|
)
|
|||||
Change in pension benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,802
|
|
|
49,802
|
|
|||||
Balance as of September 30, 2015
|
113,745
|
|
|
$
|
1,137
|
|
|
$
|
1,553,390
|
|
|
$
|
(602,614
|
)
|
|
$
|
(91,742
|
)
|
|
$
|
860,171
|
|
|
Year Ended September 30,
|
|||||
|
2014
|
2013
|
||||
Reclassifications within revenue
|
(in millions)
|
|||||
From Services to L&S
|
$
|
16.3
|
|
$
|
10.0
|
|
From Support to L&S
|
3.7
|
|
—
|
|
||
|
$
|
20.0
|
|
$
|
10.0
|
|
Reclassifications within cost of revenue
|
|
|
||||
From Services to L&S
|
$
|
12.9
|
|
$
|
6.0
|
|
From Support to L&S
|
0.4
|
|
—
|
|
||
|
$
|
13.3
|
|
$
|
6.0
|
|
•
|
determining whether collection is probable;
|
•
|
assessing whether the fee is fixed or determinable;
|
•
|
determining whether service arrangements, including modifications and customization of the underlying software, are not essential to the functionality of the licensed software and thus would result in the revenue for license and service elements of an agreement being recorded separately; and
|
•
|
determining the fair value of services and support elements included in multiple-element arrangements, which is the basis for allocating and deferring revenue for such services and support.
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Deferred license and subscription revenue
|
$
|
42,418
|
|
|
$
|
30,440
|
|
Deferred support revenue
|
331,793
|
|
|
335,827
|
|
||
Deferred professional services revenue
|
12,639
|
|
|
16,277
|
|
||
Total deferred revenue
|
$
|
386,850
|
|
|
$
|
382,544
|
|
•
|
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.
|
|
September 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (1)
|
$
|
91,216
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,216
|
|
Forward contracts
|
—
|
|
|
507
|
|
|
—
|
|
|
507
|
|
||||
|
$
|
91,216
|
|
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
91,723
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration related to ThingWorx & ColdLight acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,000
|
|
|
$
|
13,000
|
|
Forward contracts
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
13,000
|
|
|
$
|
13,046
|
|
|
September 30, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (1)
|
$
|
101,113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101,113
|
|
Forward contracts
|
—
|
|
|
339
|
|
|
—
|
|
|
339
|
|
||||
|
$
|
101,113
|
|
|
$
|
339
|
|
|
$
|
—
|
|
|
$
|
101,452
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration related to ThingWorx acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,191
|
|
|
$
|
15,191
|
|
Forward contracts
|
—
|
|
|
911
|
|
|
—
|
|
|
911
|
|
||||
|
$
|
—
|
|
|
$
|
911
|
|
|
$
|
15,191
|
|
|
$
|
16,102
|
|
|
Contingent Consideration
|
||||||
|
(in thousands)
|
||||||
|
ThingWorx
|
|
ColdLight
|
||||
Balance at October 1, 2013
|
—
|
|
|
—
|
|
||
Contingent consideration at acquisition
|
13,048
|
|
|
—
|
|
||
Change in fair value of contingent consideration
|
2,143
|
|
|
—
|
|
||
Balance at October 1, 2014
|
15,191
|
|
|
—
|
|
||
Contingent consideration at acquisition
|
—
|
|
|
3,800
|
|
||
Change in fair value of contingent consideration
|
2,809
|
|
|
200
|
|
||
Payment of contingent consideration
|
(9,000
|
)
|
|
—
|
|
||
Balance at September 30, 2015
|
$
|
9,000
|
|
|
$
|
4,000
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
S&P bond rating BBB- and above-Tier 1
|
$
|
16,841
|
|
|
$
|
41,152
|
|
Internal Credit Assessment-Tier 2
|
10,593
|
|
|
16,989
|
|
||
Internal Credit Assessment-Tier 3
|
—
|
|
|
—
|
|
||
Total financing receivables
|
$
|
27,434
|
|
|
$
|
58,141
|
|
|
September 30,
|
||||||
Currency Hedged
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Canadian/U.S. Dollar
|
$
|
17,448
|
|
|
$
|
25,583
|
|
Euro/U.S. Dollar
|
82,917
|
|
|
61,751
|
|
||
British Pound/Euro
|
9,409
|
|
|
14,259
|
|
||
Israeli Sheqel/U.S. Dollar
|
4,607
|
|
|
6,144
|
|
||
Japanese Yen/Euro
|
25,133
|
|
|
—
|
|
||
Swiss Franc/U.S. Dollar
|
5,149
|
|
|
1,200
|
|
||
All other
|
12,592
|
|
|
8,051
|
|
||
Total
|
$
|
157,255
|
|
|
$
|
116,988
|
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Net income
|
$
|
47,557
|
|
|
$
|
160,194
|
|
|
$
|
143,769
|
|
Weighted average shares outstanding
|
114,775
|
|
|
118,094
|
|
|
119,473
|
|
|||
Dilutive effect of employee stock options, restricted shares and restricted stock units
|
1,237
|
|
|
1,890
|
|
|
1,767
|
|
|||
Diluted weighted average shares outstanding
|
116,012
|
|
|
119,984
|
|
|
121,240
|
|
|||
Basic earnings per share
|
$
|
0.41
|
|
|
$
|
1.36
|
|
|
$
|
1.20
|
|
Diluted earnings per share
|
$
|
0.41
|
|
|
$
|
1.34
|
|
|
$
|
1.19
|
|
|
Employee Severance
and Related Benefits
|
|
Facility Closures
and Other Costs
|
|
Consolidated Total
|
||||||
|
(in thousands)
|
||||||||||
Balance, October 1, 2012
|
$
|
3,798
|
|
|
$
|
663
|
|
|
$
|
4,461
|
|
Charges to operations
|
50,874
|
|
|
1,323
|
|
|
52,197
|
|
|||
Cash disbursements
|
(35,510
|
)
|
|
(1,689
|
)
|
|
(37,199
|
)
|
|||
Foreign currency impact
|
72
|
|
|
(2
|
)
|
|
70
|
|
|||
Balance, September 30, 2013
|
19,234
|
|
|
295
|
|
|
19,529
|
|
|||
Charges to operations
|
27,918
|
|
|
488
|
|
|
28,406
|
|
|||
Cash disbursements
|
(20,334
|
)
|
|
(241
|
)
|
|
(20,575
|
)
|
|||
Foreign currency impact
|
(983
|
)
|
|
(7
|
)
|
|
(990
|
)
|
|||
Balance, September 30, 2014
|
25,835
|
|
|
535
|
|
|
26,370
|
|
|||
Charges to operations
|
41,997
|
|
|
1,412
|
|
|
43,409
|
|
|||
Cash disbursements
|
(52,882
|
)
|
|
(706
|
)
|
|
(53,588
|
)
|
|||
Foreign currency impact
|
(864
|
)
|
|
(73
|
)
|
|
(937
|
)
|
|||
Balance, September 30, 2015
|
$
|
14,086
|
|
|
$
|
1,168
|
|
|
$
|
15,254
|
|
|
|
|
|
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Computer hardware and software
|
$
|
246,756
|
|
|
$
|
230,591
|
|
Furniture and fixtures
|
18,370
|
|
|
19,025
|
|
||
Leasehold improvements
|
38,005
|
|
|
36,896
|
|
||
Gross property and equipment
|
303,131
|
|
|
286,512
|
|
||
Accumulated depreciation and amortization
|
(237,969
|
)
|
|
(218,729
|
)
|
||
Net property and equipment
|
$
|
65,162
|
|
|
$
|
67,783
|
|
Purchase price allocation:
|
(in thousands)
|
||
Goodwill
|
$
|
85,288
|
|
Identifiable intangible assets
|
17,620
|
|
|
Cash
|
1,313
|
|
|
Other assets and liabilities, net
|
(516
|
)
|
|
Total allocation of purchase price consideration
|
103,705
|
|
|
Less: cash acquired
|
(1,313
|
)
|
|
Total purchase price allocation, net of cash acquired
|
102,392
|
|
|
Less: contingent consideration
|
(3,800
|
)
|
|
Net cash used to acquire ColdLight
|
$
|
98,592
|
|
|
Year ended September 30, 2013
|
||
|
(in millions, except per share amounts)
|
||
Revenue
|
$
|
1,296.6
|
|
Net income
|
$
|
116.5
|
|
Earnings per share—Basic
|
$
|
0.98
|
|
Earnings per share—Diluted
|
$
|
0.96
|
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Goodwill (not amortized)
|
|
|
|
|
$
|
1,069,041
|
|
|
|
|
|
|
$
|
1,012,527
|
|
||||||||
Intangible assets with finite lives (amortized) (1):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased software
|
$
|
284,257
|
|
|
$
|
174,887
|
|
|
$
|
109,370
|
|
|
$
|
278,012
|
|
|
$
|
162,259
|
|
|
$
|
115,753
|
|
Capitalized software
|
22,877
|
|
|
22,877
|
|
|
—
|
|
|
22,877
|
|
|
22,877
|
|
|
—
|
|
||||||
Customer lists and relationships
|
349,938
|
|
|
174,017
|
|
|
175,921
|
|
|
360,530
|
|
|
147,469
|
|
|
213,061
|
|
||||||
Trademarks and trade names
|
18,534
|
|
|
12,759
|
|
|
5,775
|
|
|
18,479
|
|
|
10,964
|
|
|
7,515
|
|
||||||
Other
|
3,946
|
|
|
3,711
|
|
|
235
|
|
|
4,117
|
|
|
3,573
|
|
|
544
|
|
||||||
|
$
|
679,552
|
|
|
$
|
388,251
|
|
|
$
|
291,301
|
|
|
$
|
684,015
|
|
|
$
|
347,142
|
|
|
$
|
336,873
|
|
Total goodwill and acquired intangible assets
|
|
|
|
|
$
|
1,360,342
|
|
|
|
|
|
|
$
|
1,349,400
|
|
|
Software
Products
Segment
|
|
Services
Segment
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Balance, October 1, 2013
|
$
|
720,548
|
|
|
$
|
48,547
|
|
|
$
|
769,095
|
|
Acquisition of ThingWorx
|
102,190
|
|
|
—
|
|
|
102,190
|
|
|||
Acquisition of Atego
|
27,256
|
|
|
—
|
|
|
27,256
|
|
|||
Acquisition of Axeda
|
126,034
|
|
|
4,409
|
|
|
130,443
|
|
|||
Foreign currency translation
|
(16,260
|
)
|
|
(197
|
)
|
|
(16,457
|
)
|
|||
Balance, September 30, 2014
|
$
|
959,768
|
|
|
$
|
52,759
|
|
|
$
|
1,012,527
|
|
Axeda adjustment of purchase price from escrow
|
(180
|
)
|
|
—
|
|
|
(180
|
)
|
|||
Acquisition of ColdLight
|
85,288
|
|
|
—
|
|
|
85,288
|
|
|||
Foreign currency translation adjustments
|
(28,463
|
)
|
|
(131
|
)
|
|
(28,594
|
)
|
|||
Balance, September 30, 2015
|
$
|
1,016,413
|
|
|
$
|
52,628
|
|
|
$
|
1,069,041
|
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Amortization of acquired intangible assets
|
$
|
36,129
|
|
|
$
|
32,127
|
|
|
$
|
26,486
|
|
Cost of license and subscription revenue
|
19,402
|
|
|
18,112
|
|
|
18,586
|
|
|||
Total amortization expense
|
$
|
55,531
|
|
|
$
|
50,239
|
|
|
$
|
45,072
|
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Domestic
|
$
|
(110,867
|
)
|
|
$
|
17,038
|
|
|
$
|
6,112
|
|
Foreign
|
137,392
|
|
|
169,074
|
|
|
120,122
|
|
|||
Total income before income taxes
|
$
|
26,525
|
|
|
$
|
186,112
|
|
|
$
|
126,234
|
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
3,907
|
|
|
$
|
12,792
|
|
|
$
|
7,081
|
|
State
|
599
|
|
|
2,062
|
|
|
1,512
|
|
|||
Foreign
|
23,823
|
|
|
31,010
|
|
|
13,586
|
|
|||
|
28,329
|
|
|
45,864
|
|
|
22,179
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(20,809
|
)
|
|
(13,200
|
)
|
|
(38,224
|
)
|
|||
State
|
(566
|
)
|
|
(2,085
|
)
|
|
(4,718
|
)
|
|||
Foreign
|
(27,986
|
)
|
|
(4,661
|
)
|
|
3,228
|
|
|||
|
(49,361
|
)
|
|
(19,946
|
)
|
|
(39,714
|
)
|
|||
Total provision (benefit) for income taxes
|
$
|
(21,032
|
)
|
|
$
|
25,918
|
|
|
$
|
(17,535
|
)
|
|
Year ended September 30,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Statutory federal income tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Change in valuation allowance
|
63
|
%
|
|
(11
|
)%
|
|
(32
|
)%
|
State income taxes, net of federal tax benefit
|
7
|
%
|
|
1
|
%
|
|
1
|
%
|
Federal and state research and development credits
|
(8
|
)%
|
|
—
|
%
|
|
(1
|
)%
|
Resolution of uncertain tax positions
|
(11
|
)%
|
|
—
|
%
|
|
(1
|
)%
|
Foreign rate differences
|
(213
|
)%
|
|
(19
|
)%
|
|
(26
|
)%
|
Foreign withholding tax
|
14
|
%
|
|
3
|
%
|
|
5
|
%
|
U.S. permanent items
|
34
|
%
|
|
4
|
%
|
|
5
|
%
|
Other, net
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Effective income tax rate
|
(79
|
)%
|
|
14
|
%
|
|
(14
|
)%
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
71,533
|
|
|
$
|
57,677
|
|
Foreign tax credits
|
15,962
|
|
|
9,022
|
|
||
Capitalized research and development expense
|
31,690
|
|
|
41,720
|
|
||
Pension benefits
|
11,009
|
|
|
39,063
|
|
||
Deferred revenue
|
71,399
|
|
|
67,433
|
|
||
Stock-based compensation
|
16,777
|
|
|
18,828
|
|
||
Other reserves not currently deductible
|
21,940
|
|
|
24,273
|
|
||
Amortization of intangible assets
|
62,227
|
|
|
9,302
|
|
||
Other tax credits
|
37,270
|
|
|
30,982
|
|
||
Depreciation
|
3,465
|
|
|
3,157
|
|
||
Capital loss carryforward
|
8,040
|
|
|
7,964
|
|
||
Other
|
10,116
|
|
|
7,118
|
|
||
Gross deferred tax assets
|
361,428
|
|
|
316,539
|
|
||
Valuation allowance
|
(198,168
|
)
|
|
(177,541
|
)
|
||
Total deferred tax assets
|
163,260
|
|
|
138,998
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Acquired intangible assets not deductible
|
(124,401
|
)
|
|
(110,003
|
)
|
||
Pension prepayments
|
(395
|
)
|
|
(20,263
|
)
|
||
Deferred revenue
|
(3,110
|
)
|
|
(1,446
|
)
|
||
Other
|
(3,598
|
)
|
|
(4,484
|
)
|
||
Total deferred tax liabilities
|
(131,504
|
)
|
|
(136,196
|
)
|
||
Net deferred tax assets
|
$
|
31,756
|
|
|
$
|
2,802
|
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Valuation allowance beginning of year
|
$
|
177.5
|
|
|
$
|
156.5
|
|
|
$
|
170.4
|
|
Net release of valuation allowance (1)
|
(18.7
|
)
|
|
(18.1
|
)
|
|
(44.6
|
)
|
|||
Net increase/decrease in deferred tax assets for foreign jurisdictions with a full valuation allowance
|
(1.9
|
)
|
|
(5.2
|
)
|
|
1.9
|
|
|||
Establish valuation allowance for acquired businesses
|
—
|
|
|
21.5
|
|
|
12.1
|
|
|||
Establish valuation allowance in foreign jurisdictions
|
—
|
|
|
3.5
|
|
|
—
|
|
|||
Adjust deferred tax asset and valuation allowance
|
41.3
|
|
|
19.3
|
|
|
16.7
|
|
|||
Valuation allowance end of year
|
$
|
198.2
|
|
|
$
|
177.5
|
|
|
$
|
156.5
|
|
(1)
|
In 2014 and 2013, this is attributable to recognition of deferred tax liabilities recorded in connection with accounting for acquisitions and in 2015 and 2013 a reduction in deferred tax assets associated with our U.S. pension plan, both of which are described above.
|
|
Year ended September 30,
|
||||||||||
Unrecognized tax benefits
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Unrecognized tax benefit beginning of year
|
$
|
15.0
|
|
|
$
|
13.7
|
|
|
$
|
19.1
|
|
Tax positions related to current year:
|
|
|
|
|
|
||||||
Additions
|
1.3
|
|
|
2.2
|
|
|
1.0
|
|
|||
Tax positions related to prior years:
|
|
|
|
|
|
||||||
Additions
|
0.8
|
|
|
0.3
|
|
|
1.8
|
|
|||
Reductions
|
(3.0
|
)
|
|
(0.1
|
)
|
|
(6.3
|
)
|
|||
Settlements
|
—
|
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|||
Statute expirations
|
—
|
|
|
(0.5
|
)
|
|
(1.2
|
)
|
|||
Unrecognized tax benefit end of year
|
$
|
14.1
|
|
|
$
|
15.0
|
|
|
$
|
13.7
|
|
Major Tax Jurisdiction
|
|
Open Years
|
United States
|
|
2011 through 2015
|
Germany
|
|
2011 through 2015
|
France
|
|
2013 through 2015
|
Japan
|
|
2009 through 2015
|
Ireland
|
|
2011 through 2015
|
•
|
a leverage ratio, defined as consolidated funded indebtedness to consolidated trailing four quarters EBITDA, of no greater than
3.00
to
1.00
at any time; 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 no less than
3.50
to
1.00
at any time.
|
Year ending September 30,
|
(in thousands)
|
||
2016
|
$
|
35,829
|
|
2017
|
26,582
|
|
|
2018
|
21,705
|
|
|
2019
|
18,242
|
|
|
2020
|
15,033
|
|
|
Thereafter
|
26,698
|
|
|
Total minimum lease payments
|
$
|
144,089
|
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Cost of license and subscription revenue
|
$
|
521
|
|
|
$
|
314
|
|
|
$
|
21
|
|
Cost of support revenue
|
3,775
|
|
|
3,745
|
|
|
3,324
|
|
|||
Cost of professional services revenue
|
5,871
|
|
|
6,351
|
|
|
6,134
|
|
|||
Sales and marketing
|
12,223
|
|
|
10,982
|
|
|
11,326
|
|
|||
Research and development
|
11,623
|
|
|
10,119
|
|
|
8,590
|
|
|||
General and administrative
|
16,169
|
|
|
19,378
|
|
|
19,392
|
|
|||
Total stock-based compensation expense
|
$
|
50,182
|
|
|
$
|
50,889
|
|
|
$
|
48,787
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Aggregate Intrinsic Value as of September 30, 2015
|
|||||
Restricted stock unit activity for the year ended September 30, 2015
|
(in thousands except grant date fair value data)
|
|||||||||
Balance of nonvested outstanding restricted stock units October 1, 2014
|
4,379
|
|
|
$
|
26.87
|
|
|
|
||
Granted
|
1,910
|
|
|
$
|
38.19
|
|
|
|
||
Vested
|
(2,206
|
)
|
|
$
|
24.67
|
|
|
|
||
Forfeited or not earned
|
(429
|
)
|
|
$
|
30.94
|
|
|
|
||
Balance of nonvested outstanding restricted stock units September 30, 2015
|
3,654
|
|
|
$
|
33.64
|
|
|
$
|
115,987
|
|
|
|
Restricted Stock Units
|
||||
Restricted stock unit grants
|
|
Performance-based (1)
|
|
Time-based (2)
|
||
|
|
(Number of Units in thousands)
|
||||
Year ended September 30, 2015
|
|
313
|
|
|
1,597
|
|
(1)
|
The performance-based RSUs were granted to employees, including our executive officers, pursuant to the terms described below.
|
Average volatility of peer group
|
29.8
|
%
|
Risk free interest rate
|
0.85
|
%
|
Dividend yield
|
—
|
%
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Value of stock option and stock-based award activity
|
(in thousands)
|
||||||||||
Total intrinsic value of stock options exercised
|
$
|
182
|
|
|
$
|
2,040
|
|
|
$
|
6,525
|
|
Total fair value of restricted stock unit awards vested
|
$
|
84,189
|
|
|
$
|
79,660
|
|
|
$
|
48,083
|
|
|
U.S. Plan
|
|
International Plans
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average assumptions used to determine benefit obligations at September 30 measurement date:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
—
|
%
|
|
3.80
|
%
|
|
4.90
|
%
|
|
2.2
|
%
|
|
2.4
|
%
|
|
3.3
|
%
|
Rate of increase in future compensation (1)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
Weighted average assumptions used to determine net periodic pension cost for fiscal years ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.80
|
%
|
|
4.90
|
%
|
|
4.00
|
%
|
|
2.4
|
%
|
|
3.3
|
%
|
|
3.4
|
%
|
Rate of increase in future compensation
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
Rate of return on plan assets
|
1.35
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
5.8
|
%
|
|
5.7
|
%
|
|
5.4
|
%
|
(1)
|
The rate of increase in future compensation is weighted for all plans, ongoing and frozen (with a
0%
increase for frozen plans). The weighted rate of increase for ongoing non-U.S. plans was
3%
at
September 30, 2015
and
2014
.
|
|
U.S. Plan
|
|
International Plans
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Interest cost of projected benefit obligation
|
$
|
4,591
|
|
|
$
|
5,461
|
|
|
$
|
4,989
|
|
|
$
|
1,828
|
|
|
$
|
2,442
|
|
|
$
|
2,384
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1,466
|
|
|
1,659
|
|
|
2,017
|
|
||||||
Expected return on plan assets
|
(1,364
|
)
|
|
(7,151
|
)
|
|
(6,128
|
)
|
|
(3,364
|
)
|
|
(2,506
|
)
|
|
(2,126
|
)
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(5
|
)
|
|
(6
|
)
|
||||||
Recognized actuarial loss
|
2,577
|
|
|
2,213
|
|
|
3,152
|
|
|
1,815
|
|
|
1,181
|
|
|
1,248
|
|
||||||
Settlement loss
|
66,332
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic pension cost
|
$
|
72,136
|
|
|
$
|
523
|
|
|
$
|
2,013
|
|
|
$
|
1,740
|
|
|
$
|
2,771
|
|
|
$
|
3,517
|
|
|
U.S. Plan
|
|
International Plans
|
|
Total
|
||||||||||||||||||
|
Year ended September 30,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation—beginning of year
|
$
|
134,453
|
|
|
$
|
113,378
|
|
|
$
|
84,106
|
|
|
$
|
74,956
|
|
|
$
|
218,559
|
|
|
$
|
188,334
|
|
Service cost
|
—
|
|
|
—
|
|
|
1,466
|
|
|
1,659
|
|
|
1,466
|
|
|
1,659
|
|
||||||
Interest cost
|
4,591
|
|
|
5,461
|
|
|
1,828
|
|
|
2,442
|
|
|
6,419
|
|
|
7,903
|
|
||||||
Actuarial loss
|
1,606
|
|
|
20,563
|
|
|
1,988
|
|
|
12,732
|
|
|
3,594
|
|
|
33,295
|
|
||||||
Foreign exchange impact
|
—
|
|
|
—
|
|
|
(9,515
|
)
|
|
(6,480
|
)
|
|
(9,515
|
)
|
|
(6,480
|
)
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
198
|
|
|
325
|
|
|
198
|
|
|
325
|
|
||||||
Benefits paid
|
(5,300
|
)
|
|
(4,949
|
)
|
|
(1,883
|
)
|
|
(1,528
|
)
|
|
(7,183
|
)
|
|
(6,477
|
)
|
||||||
Settlements
|
(135,350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135,350
|
)
|
|
—
|
|
||||||
Projected benefit obligation—end of year
|
$
|
—
|
|
|
$
|
134,453
|
|
|
$
|
78,188
|
|
|
$
|
84,106
|
|
|
$
|
78,188
|
|
|
$
|
218,559
|
|
Change in plan assets and funded status:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Plan assets at fair value—beginning of year
|
$
|
112,859
|
|
|
$
|
94,831
|
|
|
$
|
44,491
|
|
|
$
|
43,362
|
|
|
$
|
157,350
|
|
|
$
|
138,193
|
|
Actual return on plan assets
|
2,316
|
|
|
12,425
|
|
|
(438
|
)
|
|
3,489
|
|
|
1,878
|
|
|
15,914
|
|
||||||
Employer contributions
|
25,475
|
|
|
10,552
|
|
|
21,225
|
|
|
2,353
|
|
|
46,700
|
|
|
12,905
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
198
|
|
|
325
|
|
|
198
|
|
|
325
|
|
||||||
Foreign exchange impact
|
—
|
|
|
—
|
|
|
(5,632
|
)
|
|
(3,510
|
)
|
|
(5,632
|
)
|
|
(3,510
|
)
|
||||||
Settlements
|
(135,350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135,350
|
)
|
|
—
|
|
||||||
Benefits paid
|
(5,300
|
)
|
|
(4,949
|
)
|
|
(1,883
|
)
|
|
(1,528
|
)
|
|
(7,183
|
)
|
|
(6,477
|
)
|
||||||
Plan assets at fair value—end of year
|
—
|
|
|
112,859
|
|
|
57,961
|
|
|
44,491
|
|
|
57,961
|
|
|
157,350
|
|
||||||
Projected benefit obligation—end of year
|
—
|
|
|
134,453
|
|
|
78,188
|
|
|
84,106
|
|
|
78,188
|
|
|
218,559
|
|
||||||
Underfunded status
|
$
|
—
|
|
|
$
|
(21,594
|
)
|
|
$
|
(20,227
|
)
|
|
$
|
(39,615
|
)
|
|
$
|
(20,227
|
)
|
|
$
|
(61,209
|
)
|
Accumulated benefit obligation—end of year
|
$
|
—
|
|
|
$
|
134,453
|
|
|
$
|
74,928
|
|
|
$
|
80,364
|
|
|
$
|
74,928
|
|
|
$
|
214,817
|
|
Amounts recognized in the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20,227
|
)
|
|
$
|
(39,615
|
)
|
|
$
|
(20,227
|
)
|
|
$
|
(39,615
|
)
|
Current liability
|
$
|
—
|
|
|
$
|
(21,594
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21,594
|
)
|
Amounts in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized actuarial loss
|
$
|
—
|
|
|
$
|
68,256
|
|
|
$
|
28,339
|
|
|
$
|
27,669
|
|
|
$
|
28,339
|
|
|
$
|
95,925
|
|
|
U.S. Plan
|
|
International Plans
|
|
Total
|
|
|
||||||||||||||||
|
Year ended September 30,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Accumulated other comprehensive loss- beginning of year
|
$
|
68,256
|
|
|
$
|
55,180
|
|
|
$
|
27,669
|
|
|
$
|
19,177
|
|
|
$
|
95,925
|
|
|
$
|
74,357
|
|
Recognized during year - net actuarial (losses)
|
(2,577
|
)
|
|
(2,213
|
)
|
|
(1,811
|
)
|
|
(1,176
|
)
|
|
(4,388
|
)
|
|
(3,389
|
)
|
||||||
Occurring during year - settlement loss
|
(66,332
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,332
|
)
|
|
—
|
|
||||||
Occurring during year - net actuarial losses
|
653
|
|
|
15,289
|
|
|
5,792
|
|
|
11,749
|
|
|
6,445
|
|
|
27,038
|
|
||||||
Foreign exchange impact
|
—
|
|
|
—
|
|
|
(3,311
|
)
|
|
(2,081
|
)
|
|
(3,311
|
)
|
|
(2,081
|
)
|
||||||
Accumulated other comprehensive loss- end of year
|
$
|
—
|
|
|
$
|
68,256
|
|
|
$
|
28,339
|
|
|
$
|
27,669
|
|
|
$
|
28,339
|
|
|
$
|
95,925
|
|
|
U.S. Plan
|
|
International Plans
|
||||||||
|
September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Asset category:
|
|
|
|
|
|
|
|
||||
Equity securities
|
—
|
%
|
|
—
|
%
|
|
53
|
%
|
|
51
|
%
|
Fixed income securities
|
—
|
%
|
|
100
|
%
|
|
32
|
%
|
|
28
|
%
|
Insurance company
|
—
|
%
|
|
—
|
%
|
|
13
|
%
|
|
19
|
%
|
Cash
|
—
|
%
|
|
—
|
%
|
|
2
|
%
|
|
2
|
%
|
|
—
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
U.S. Plan
|
|
International
Plans
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Year ending September 30,
|
|
|
|
|
|
||||||
2016
|
$
|
—
|
|
|
$
|
1,714
|
|
|
$
|
1,714
|
|
2017
|
—
|
|
|
1,810
|
|
|
1,810
|
|
|||
2018
|
—
|
|
|
2,204
|
|
|
2,204
|
|
|||
2019
|
—
|
|
|
2,624
|
|
|
2,624
|
|
|||
2020
|
—
|
|
|
2,906
|
|
|
2,906
|
|
|||
2021 to 2025
|
—
|
|
|
19,827
|
|
|
19,827
|
|
|
September 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
International plan assets:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Government
|
$
|
11,086
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,086
|
|
Europe corporate investment grade
|
7,487
|
|
|
—
|
|
|
—
|
|
|
7,487
|
|
||||
Europe large capitalization stocks
|
30,887
|
|
|
—
|
|
|
—
|
|
|
30,887
|
|
||||
Insurance company funds (1)
|
—
|
|
|
7,668
|
|
|
—
|
|
|
7,668
|
|
||||
Cash
|
833
|
|
|
—
|
|
|
—
|
|
|
833
|
|
||||
|
$
|
50,293
|
|
|
$
|
7,668
|
|
|
$
|
—
|
|
|
$
|
57,961
|
|
|
Year ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Software Products segment revenue
|
$
|
973,312
|
|
|
$
|
1,032,230
|
|
|
$
|
977,523
|
|
Services segment revenue
|
281,930
|
|
|
324,737
|
|
|
316,018
|
|
|||
Total revenue
|
$
|
1,255,242
|
|
|
$
|
1,356,967
|
|
|
$
|
1,293,541
|
|
Operating income: (1) (2)
|
|
|
|
|
|
||||||
Software Products segment
|
$
|
591,845
|
|
|
$
|
663,593
|
|
|
$
|
605,963
|
|
Services segment
|
43,029
|
|
|
48,378
|
|
|
37,131
|
|
|||
Sales and marketing expenses
|
(355,070
|
)
|
|
(371,392
|
)
|
|
(378,771
|
)
|
|||
General and administrative expenses
|
(238,188
|
)
|
|
(144,003
|
)
|
|
(136,999
|
)
|
|||
Total operating income
|
$
|
41,616
|
|
|
$
|
196,576
|
|
|
$
|
127,324
|
|
Other expense, net
|
(15,091
|
)
|
|
(10,464
|
)
|
|
(1,090
|
)
|
|||
Income before income taxes
|
$
|
26,525
|
|
|
$
|
186,112
|
|
|
$
|
126,234
|
|
(1)
|
We recorded restructuring charges of
$43.4 million
in 2015. Software Products included
$11.6 million
; Services included
$10.4 million
; sales and marketing expenses included
$16.3 million
; and general and administrative expenses included
$5.1 million
of the restructuring charges recorded in 2015.We recorded restructuring charges of
$28.4 million
in 2014. Software Products included $
2.8 million
; Services included $
9.8 million
; sales and marketing expenses included $
13.9 million
; and general and administrative expenses included $
1.8 million
of the total restructuring charges recorded in 2014. We recorded restructuring charges of
$52.2 million
in 2013. Software Products included
$17.7 million
; Services included
$11.3 million
; sales and marketing expenses included
$18.1 million
; and general and administrative expenses included
$5.1 million
of the total restructuring charges recorded in 2013.
|
(2)
|
The Software Products segment operating income includes depreciation and amortization of
$60.7 million
,
$55.0 million
, and
$52.6 million
in 2015, 2014, and 2013, respectively. The Services segment operating income includes depreciation and amortization of
$8.1 million
,
$7.4 million
, and
$6.1 million
in 2015, 2014, and 2013, respectively.
|
•
|
CAD: PTC Creo
®
and PTC Mathcad
®
.
|
•
|
ePLM: PLM solutions (primarily PTC Windchill
®
) and ALM solutions (primarily PTC Integrity
™
)
and Atego
®
.
|
•
|
SLM: PTC Arbortext
®
and PTC Servigistics
®
.
|
•
|
IoT: ThingWorx
®
, Axeda
®
and ThingWorx Machine Learning™
products.
|
|
September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Long-lived tangible assets:
|
|
|
|
|
|
||||||
Americas (3)
|
$
|
47,509
|
|
|
$
|
51,027
|
|
|
$
|
49,788
|
|
Europe
|
7,424
|
|
|
7,020
|
|
|
5,557
|
|
|||
Asia-Pacific
|
10,229
|
|
|
9,736
|
|
|
9,307
|
|
|||
Total long-lived tangible assets
|
$
|
65,162
|
|
|
$
|
67,783
|
|
|
$
|
64,652
|
|
(1)
|
Includes revenue in the United States totaling
$500.6 million
,
$518.7 million
and
$485.2 million
for
2015
,
2014
and
2013
, respectively.
|
(2)
|
Includes revenue in Germany totaling
$177.1 million
,
$200.3 million
and
$167.2 million
for
2015
,
2014
and
2013
, respectively.
|
(3)
|
Substantially all of the Americas long-lived tangible assets are located in the United States.
|
|
TSR units
|
|
Performance-Based RSUs
|
|
Time-Based RSUs
|
||||||
|
(in thousands)
|
||||||||||
Maximum number of RSUs eligible to vest
|
570
|
|
|
302
|
|
|
839
|
|
|||
Intrinsic value on grant date based on the maximum number of RSUs eligible to vest
|
$
|
13,382
|
|
|
$
|
10,928
|
|
|
$
|
30,326
|
|
•
|
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 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 consolidated total indebtedness to 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.
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Revenue
|
$
|
1,255,242
|
|
|
$
|
1,356,967
|
|
|
$
|
1,293,541
|
|
|
$
|
1,255,679
|
|
|
$
|
1,166,949
|
|
Gross margin
|
920,508
|
|
|
983,284
|
|
|
920,502
|
|
|
883,551
|
|
|
810,181
|
|
|||||
Operating income (2)
|
41,616
|
|
|
196,576
|
|
|
127,324
|
|
|
128,096
|
|
|
117,114
|
|
|||||
Net income (loss) (2) (3)
|
47,557
|
|
|
160,194
|
|
|
143,769
|
|
|
(35,398
|
)
|
|
85,424
|
|
|||||
Earnings (loss) per share—Basic (2) (3)
|
0.41
|
|
|
1.36
|
|
|
1.20
|
|
|
(0.30
|
)
|
|
0.73
|
|
|||||
Earnings (loss) per share—Diluted (2) (3)
|
0.41
|
|
|
1.34
|
|
|
1.19
|
|
|
(0.30
|
)
|
|
0.71
|
|
|||||
Total assets
|
2,209,913
|
|
|
2,199,954
|
|
|
1,828,906
|
|
|
1,791,634
|
|
|
1,629,682
|
|
|||||
Working capital (4)
|
87,419
|
|
|
105,500
|
|
|
151,603
|
|
|
397,408
|
|
|
126,940
|
|
|||||
Long-term liabilities
|
732,482
|
|
|
719,398
|
|
|
373,813
|
|
|
512,631
|
|
|
341,668
|
|
|||||
Stockholders’ equity
|
860,171
|
|
|
853,889
|
|
|
926,480
|
|
|
797,259
|
|
|
822,690
|
|
|
September 30,
2015
|
|
July 4,
2015
|
|
April 4,
2015
|
|
January 3, 2015
|
||||||||
Revenue
|
$
|
312,568
|
|
|
$
|
303,113
|
|
|
$
|
314,119
|
|
|
$
|
325,442
|
|
Gross margin
|
236,206
|
|
|
223,737
|
|
|
228,065
|
|
|
232,500
|
|
||||
Operating (loss) income (2)
|
(21,610
|
)
|
|
21,607
|
|
|
3,988
|
|
|
37,631
|
|
||||
Net (loss) income (2) (3)
|
(5,553
|
)
|
|
17,435
|
|
|
5,392
|
|
|
30,284
|
|
||||
Earnings (loss) per share (2) (3):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.05
|
)
|
|
$
|
0.15
|
|
|
$
|
0.05
|
|
|
$
|
0.26
|
|
Diluted
|
$
|
(0.05
|
)
|
|
$
|
0.15
|
|
|
$
|
0.05
|
|
|
$
|
0.26
|
|
Common Stock prices: (5)
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
41.48
|
|
|
$
|
42.75
|
|
|
$
|
37.06
|
|
|
$
|
39.38
|
|
Low
|
$
|
30.97
|
|
|
$
|
36.09
|
|
|
$
|
31.15
|
|
|
$
|
33.61
|
|
|
September 30,
2014
|
|
June 28,
2014
|
|
March 29,
2014
|
|
December 28,
2013
|
||||||||
Revenue
|
$
|
366,708
|
|
|
$
|
336,634
|
|
|
$
|
328,700
|
|
|
$
|
324,925
|
|
Gross margin
|
270,854
|
|
|
245,558
|
|
|
234,903
|
|
|
231,969
|
|
||||
Operating income (2)
|
36,108
|
|
|
54,384
|
|
|
51,213
|
|
|
54,871
|
|
||||
Net income (2) (3)
|
38,755
|
|
|
38,026
|
|
|
43,756
|
|
|
39,657
|
|
||||
Earnings per share (2) (3):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.33
|
|
|
$
|
0.32
|
|
|
$
|
0.37
|
|
|
$
|
0.33
|
|
Diluted
|
$
|
0.33
|
|
|
$
|
0.32
|
|
|
$
|
0.36
|
|
|
$
|
0.33
|
|
Common Stock prices: (5)
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
40.06
|
|
|
$
|
38.95
|
|
|
$
|
40.40
|
|
|
$
|
34.40
|
|
Low
|
$
|
35.49
|
|
|
$
|
32.79
|
|
|
$
|
33.46
|
|
|
$
|
27.18
|
|
(1)
|
The consolidated financial position and results of operations data reflect our acquisitions of ColdLight on May 7, 2015 for
$98.6 million
in cash, Axeda on August 11, 2014 for
$165.9 million
in cash, ThingWorx on December 30, 2013 for
$111.5 million
in cash, Servigistics on October 2, 2012 for $220.8 million in cash and MKS on May 31, 2011 for $265.2 million in cash, as well as certain other less significant businesses during these periods. Results of operations for the acquired businesses have been included in the Consolidated Statements of Operations since their acquisition dates.
|
(2)
|
Operating income and net income in 2015 includes a pre-tax U.S pension settlement loss of $66.3 million recorded in the fourth quarter, a
$28.2 million
charge related to a legal accrual and pre-tax restructuring charges of $43.4 million ($0.8 million in the fourth quarter, $4.4 million in the third quarter, $38.5 million in the second quarter and ($0.3) million in the first quarter). Operating income and net income in 2014 includes pre-tax restructuring charges of $28.4 million ($26.8 million in the fourth quarter, $0.5 million in the third quarter and $1.1 million in the first quarter). Operating income and net income in 2013 includes pre-tax restructuring charges of $52.2 million ($17.9 million in the fourth quarter, $3.1 million in the third quarter, $15.8 million in the second quarter and $15.4 million in the first quarter). Operating income and net income (loss) in 2012 includes pre-tax restructuring charges of $24.9 million.
|
(3)
|
In 2015, net income includes an
$18.7 million
tax benefit related to settlement of our U.S pension plan recorded in the fourth quarter. Net income in 2014 and 2013 includes tax benefits totaling $18.1 million ($9.1 million in the fourth quarter and $8.9 million in the second quarter) and $44.6 million ($12.0 million in the fourth quarter and $32.6 million in the first quarter), respectively, related to the reversal of a portion of the valuation allowance in the U.S. related to the impact on deferred taxes in accounting for acquisitions and accounting for the U.S. pension plan. The net loss in 2012 includes a net tax charge of $124.5 million recorded in the fourth quarter ended September 30, 2012 to establish a valuation allowance against our U.S. net deferred tax assets.
|
(4)
|
Working capital in 2012 includes funds borrowed under our credit facility to fund our acquisition of Servigistics, (approximately $220 million) which closed on October 2, 2012.
|
(5)
|
The common stock prices are based on the Nasdaq Global Select Market daily high and low sale prices. Our common stock is traded on the Nasdaq Global Select Market under the symbol "PTC".
|
PARAMETRIC TECHNOLOGY CORPORATION
By:
/s/Barry Cohen
Title: Executive Vice President, Strategy
|
ROBERT GREMLEY
/s/ Robert Gremley
|
PARAMETRIC TECHNOLOGY CORPORATION
By:
/s/ Barry Cohen
Executive Vice President, Strategy
|
ROBERT GREMLEY
/s/ Robert Gremley
Executive Vice President,
Corporate Marketing |
PTC INC.
By:
/s/ Barry Cohen
Barry Cohen, Executive Vice President, Strategy
|
Robert Gremley
/s/ Robert Gremley
|
Name
|
|
Place of Formation
|
4 C Solutions UK Limited
|
|
United Kingdom
|
Atego Group Ltd.
|
|
United Kingdom
|
Atego SAS
|
|
France
|
Atego Systems Ltd.
|
|
United Kingdom
|
ColdLight Solutions, LLC
|
|
Delaware
|
CV Holding (Mauritius) Ltd.
|
|
Mauritius
|
Enigma Europe B.V.
|
|
Netherlands
|
Enigma Europe B.V. (Singapore Branch)
|
|
Singapore
|
Enigma Information Retrieval Systems Ltd. (UK)
|
|
United Kingdom
|
MCA Solutions BVBA
|
|
Belgium
|
Parametric Holdings (Ireland) Ltd.
|
|
Ireland
|
Parametric Holdings (UK) Limited
|
|
United Kingdom
|
Parametric Holdings Inc.
|
|
Delaware
|
Parametric Korea Co., Ltd.
|
|
Korea
|
Parametric Technology (Belgium) b.v.b.a.
|
|
Belgium
|
Parametric Technology (C.R.) s.r.o.
|
|
Czech Republic
|
Parametric Technology (Denmark) A/S
|
|
Denmark
|
Parametric Technology (Hong Kong) Ltd.
|
|
Hong Kong
|
Parametric Technology (India) Private Ltd.
|
|
India
|
Parametric Technology (Republic of Ireland) Ltd.
|
|
Ireland
|
Parametric Technology (Schweiz) AG
|
|
Switzerland
|
Parametric Technology (Shanghai) Software Co. Ltd.
|
|
China
|
Parametric Technology (Slovakia) s.r.o.
|
|
Slovak Republic
|
Parametric Technology (UK) Limited
|
|
United Kingdom
|
Parametric Technology Australia Pty. Limited
|
|
Australia
|
Parametric Technology Brasil Ltda.
|
|
Brazil
|
Parametric Technology Corporation
|
|
Massachusetts
|
Parametric Technology Corporation (Malaysia) Sdn. Bhd.
|
|
Malaysia
|
Parametric Technology Espana, S.A.
|
|
Spain
|
Parametric Technology Europe B.V.
|
|
Netherlands
|
Parametric Technology Gesellschaft, m.b.H.
|
|
Austria
|
Parametric Technology GmbH
|
|
Germany
|
Parametric Technology International, Inc.
|
|
Delaware
|
Parametric Technology Israel Ltd.
|
|
Israel
|
Parametric Technology Italia S.r.l.
|
|
Italy
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
November 23, 2015
|
|
|
|
/S/ JAMES HEPPELMANN
|
|
|
|
|
|
James Heppelmann
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
November 23, 2015
|
|
|
|
/S/ ANDREW MILLER
|
|
|
|
|
|
Andrew Miller
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
November 23, 2015
|
|
|
|
/S/ JAMES HEPPELMANN
|
|
|
|
|
|
James Heppelmann
President and Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
November 23, 2015
|
|
|
|
/S/ ANDREW MILLER
|
|
|
|
|
|
Andrew Miller
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|