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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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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(Do not check if a smaller
reporting company)
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Page
Number
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Part I—FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II—OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 6.
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ITEM 1.
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UNAUDITED CONDENSED FINANCIAL STATEMENTS
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December 31,
2016 |
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September 30,
2016 |
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ASSETS
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|
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|
||||
Current assets:
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|
||||
Cash and cash equivalents
|
$
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173,367
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$
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277,935
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Short term marketable securities
|
22,738
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18,695
|
|
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Accounts receivable, net of allowance for doubtful accounts of $1,348 and $1,012 at December 31, 2016 and September 30, 2016, respectively
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132,853
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161,357
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Prepaid expenses
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62,981
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52,819
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Other current assets
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121,249
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131,783
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Total current assets
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513,188
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642,589
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Property and equipment, net
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65,885
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67,113
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Goodwill
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1,159,492
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1,169,813
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Acquired intangible assets, net
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293,727
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310,305
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Long term marketable securities
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27,096
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30,921
|
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Deferred tax assets
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93,394
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89,692
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Other assets
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44,159
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35,296
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|
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Total assets
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$
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2,196,941
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$
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2,345,729
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
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|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
19,063
|
|
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$
|
18,022
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Accrued expenses and other current liabilities
|
77,291
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|
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84,141
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Accrued compensation and benefits
|
88,574
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145,633
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Accrued income taxes
|
6,873
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|
|
6,303
|
|
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Deferred revenue
|
364,929
|
|
|
400,420
|
|
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Total current liabilities
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556,730
|
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654,519
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|
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Long term debt
|
731,762
|
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751,601
|
|
||
Deferred tax liabilities
|
14,889
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|
|
13,754
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|
||
Deferred revenue
|
10,100
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|
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13,237
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Other liabilities
|
64,495
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69,952
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|
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Total liabilities
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1,377,976
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1,503,063
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Commitments and contingencies (Note 14)
|
|
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||||
Stockholders’ equity:
|
|
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|
||||
Preferred stock, $0.01 par value; 5,000 shares authorized; none issued
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—
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—
|
|
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Common stock, $0.01 par value; 500,000 shares authorized; 115,606 and 114,968 shares issued and outstanding at December 31, 2016 and September 30, 2016, respectively
|
1,156
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1,150
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|
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Additional paid-in capital
|
1,597,886
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1,598,548
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|
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Accumulated deficit
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(666,220
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)
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(657,079
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)
|
||
Accumulated other comprehensive loss
|
(113,857
|
)
|
|
(99,953
|
)
|
||
Total stockholders’ equity
|
818,965
|
|
|
842,666
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,196,941
|
|
|
$
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2,345,729
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Three months ended
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||||||
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December 31,
2016 |
|
January 2,
2016 |
||||
Revenue:
|
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|
||||
Subscription
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$
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54,362
|
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$
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22,176
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Support
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151,478
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171,756
|
|
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Total recurring software revenue
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205,840
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193,932
|
|
||
Perpetual license
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34,379
|
|
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47,763
|
|
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Total software revenue
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240,219
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241,695
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Professional services
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46,108
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49,322
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Total revenue
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286,327
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291,017
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|
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Cost of revenue:
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Cost of software revenue
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42,947
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36,814
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|
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Cost of professional services revenue
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39,168
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43,333
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Total cost of revenue
|
82,115
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80,147
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Gross margin
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204,212
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210,870
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Operating expenses:
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||||
Sales and marketing
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90,690
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82,429
|
|
||
Research and development
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57,914
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|
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57,669
|
|
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General and administrative
|
36,695
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|
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38,567
|
|
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Amortization of acquired intangible assets
|
8,067
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|
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8,350
|
|
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Restructuring charges
|
6,285
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|
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37,147
|
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Total operating expenses
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199,651
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224,162
|
|
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Operating income (loss)
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4,561
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(13,292
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)
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Interest and other expense, net
|
(11,064
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)
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(6,253
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)
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Loss before income taxes
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(6,503
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)
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(19,545
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)
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Provision for income taxes
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2,638
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4,347
|
|
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Net loss
|
$
|
(9,141
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)
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$
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(23,892
|
)
|
Loss per share—Basic
|
$
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(0.08
|
)
|
|
$
|
(0.21
|
)
|
Loss per share—Diluted
|
$
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(0.08
|
)
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$
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(0.21
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)
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Weighted average shares outstanding—Basic
|
115,290
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|
114,151
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|
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Weighted average shares outstanding—Diluted
|
115,290
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114,151
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Three months ended
|
||||||
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December 31,
2016 |
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January 2,
2016 |
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Net loss
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$
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(9,141
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)
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$
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(23,892
|
)
|
Other comprehensive income (loss), net of tax:
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|
|
|
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Unrealized hedge gain arising during the period, net of tax of $0.4 million and $0 in the first quarter of 2017 and 2016, respectively
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3,037
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|
|
1,643
|
|
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Net hedge loss reclassified into earnings, net of tax of $0.1 million and $0 in the first quarter of 2017 and 2016, respectively
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(356
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)
|
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(846
|
)
|
||
Unrealized gain on hedging instruments
|
2,681
|
|
|
797
|
|
||
Foreign currency translation adjustment, net of tax of $0 for each period
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(18,652
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)
|
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(10,504
|
)
|
||
Unrealized loss on marketable securities
|
(139
|
)
|
|
—
|
|
||
Amortization of net actuarial pension loss included in net income, net of tax of $0.2 million and $0.2 million in the first quarter of 2017 and 2016, respectively
|
516
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|
|
402
|
|
||
Change in unamortized pension loss during the period related to changes in foreign currency
|
1,690
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|
|
550
|
|
||
Total other comprehensive loss
|
(13,904
|
)
|
|
(8,755
|
)
|
||
Comprehensive loss
|
$
|
(23,045
|
)
|
|
$
|
(32,647
|
)
|
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Three months ended
|
||||||
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December 31,
2016 |
|
January 2,
2016 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(9,141
|
)
|
|
$
|
(23,892
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
21,454
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|
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20,613
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Stock-based compensation
|
17,988
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|
|
23,189
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|
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Excess tax benefits from stock-based awards
|
(102
|
)
|
|
(56
|
)
|
||
Non-cash portion of restructuring charges
|
260
|
|
|
—
|
|
||
Other non-cash items, net
|
330
|
|
|
45
|
|
||
Changes in operating assets and liabilities, excluding the effects of acquisitions:
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|
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|
||||
Accounts receivable
|
21,184
|
|
|
35,219
|
|
||
Accounts payable, accrued expenses and other current liabilities
|
232
|
|
|
(1,679
|
)
|
||
Accrued compensation and benefits
|
(53,840
|
)
|
|
12,054
|
|
||
Deferred revenue
|
(11,726
|
)
|
|
1,262
|
|
||
Accrued and deferred income taxes
|
(6,096
|
)
|
|
(3,355
|
)
|
||
Other current assets and prepaid expenses
|
(15,229
|
)
|
|
1,441
|
|
||
Other noncurrent assets and liabilities
|
(13,292
|
)
|
|
(3,587
|
)
|
||
Net cash provided by (used in) operating activities
|
(47,978
|
)
|
|
61,254
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property and equipment
|
(7,100
|
)
|
|
(4,185
|
)
|
||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(64,780
|
)
|
||
Proceeds from sales of investments
|
1,502
|
|
|
—
|
|
||
Net cash used by investing activities
|
(5,598
|
)
|
|
(68,965
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings
|
60,000
|
|
|
50,000
|
|
||
Repayments of borrowings under credit facility
|
(80,000
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock
|
—
|
|
|
1
|
|
||
Excess tax benefits from stock-based awards
|
102
|
|
|
56
|
|
||
Credit facility origination costs
|
—
|
|
|
(1,050
|
)
|
||
Contingent consideration
|
(2,711
|
)
|
|
(1,250
|
)
|
||
Payments of withholding taxes in connection with vesting of stock-based awards
|
(18,623
|
)
|
|
(14,833
|
)
|
||
Net cash provided (used) by financing activities
|
(41,232
|
)
|
|
32,924
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(9,760
|
)
|
|
(1,833
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(104,568
|
)
|
|
23,380
|
|
||
Cash and cash equivalents, beginning of period
|
277,935
|
|
|
273,417
|
|
||
Cash and cash equivalents, end of period
|
$
|
173,367
|
|
|
$
|
296,797
|
|
|
Employee severance and related benefits
|
|
Facility closures and related costs
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
October 1, 2016
|
$
|
35,177
|
|
|
$
|
1,431
|
|
|
$
|
36,608
|
|
Charge to operations, net
|
2,399
|
|
|
3,886
|
|
|
6,285
|
|
|||
Cash disbursements
|
(15,537
|
)
|
|
(278
|
)
|
|
(15,815
|
)
|
|||
Other non-cash charges
|
—
|
|
|
(260
|
)
|
|
(260
|
)
|
|||
Foreign exchange impact
|
(1,143
|
)
|
|
(26
|
)
|
|
(1,169
|
)
|
|||
Accrual, December 31, 2016
|
$
|
20,896
|
|
|
$
|
4,753
|
|
|
$
|
25,649
|
|
Restricted stock unit activity for the three months ended December 31, 2016
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
(Per Share)
|
|||
|
(in thousands)
|
|
|
|||
Balance of outstanding restricted stock units October 1, 2016
|
3,776
|
|
|
$
|
37.30
|
|
Granted
|
1,391
|
|
|
$
|
50.58
|
|
Vested
|
(1,029
|
)
|
|
$
|
36.14
|
|
Forfeited or not earned
|
(522
|
)
|
|
$
|
37.10
|
|
Balance of outstanding restricted stock units December 31, 2016
|
3,616
|
|
|
$
|
42.77
|
|
|
Restricted Stock Units
|
||||
Grant Period
|
TSR Units (1)
|
|
Performance-based RSUs (2)
|
|
Service-based RSUs (3)
|
|
(Number of Units in thousands)
|
||||
First three months of 2017
|
356
|
|
316
|
|
719
|
(1)
|
The TSR units were granted to our executive officers pursuant to the terms described below.
|
(2)
|
The performance-based RSUs were granted to our executive officers and are eligible to vest based on the achievement of performance criteria for fiscal 2017 established by the Compensation Committee at the time of grant. Shares not earned will be forfeited. The shares will vest in
three
substantially equal installments on November 15, 2017, November 15, 2018 and November 15, 2019.
|
(3)
|
The service-based RSUs were granted to employees and our executive officers. All service-based RSUs will vest in
three
substantially equal annual installments on or about the anniversary of the date of grant.
|
Average volatility of peer group
|
29.3
|
%
|
Risk free interest rate
|
0.99
|
%
|
Dividend yield
|
—
|
%
|
|
Three months ended
|
||||||
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
(in thousands)
|
||||||
Cost of software revenue
|
$
|
1,437
|
|
|
$
|
1,905
|
|
Cost of professional services revenue
|
1,457
|
|
|
1,451
|
|
||
Sales and marketing
|
3,621
|
|
|
4,282
|
|
||
Research and development
|
2,997
|
|
|
2,513
|
|
||
General and administrative
|
8,476
|
|
|
13,038
|
|
||
Total stock-based compensation expense
|
$
|
17,988
|
|
|
$
|
23,189
|
|
|
Three months ended
|
||||||
Calculation of Basic and Diluted EPS
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
(in thousands, except per share data)
|
||||||
Net loss
|
$
|
(9,141
|
)
|
|
$
|
(23,892
|
)
|
Weighted average shares outstanding—Basic
|
115,290
|
|
|
114,151
|
|
||
Dilutive effect of restricted stock units
|
—
|
|
|
—
|
|
||
Weighted average shares outstanding—Diluted
|
115,290
|
|
|
114,151
|
|
||
Loss per share—Basic
|
$
|
(0.08
|
)
|
|
$
|
(0.21
|
)
|
Loss per share—Diluted
|
$
|
(0.08
|
)
|
|
$
|
(0.21
|
)
|
|
December 31, 2016
|
|
September 30, 2016
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Goodwill (not amortized)
|
|
|
|
|
$
|
1,159,492
|
|
|
|
|
|
|
$
|
1,169,813
|
|
||||||||
Intangible assets with finite lives (amortized) (1):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased software
|
$
|
351,032
|
|
|
$
|
202,266
|
|
|
$
|
148,766
|
|
|
$
|
354,595
|
|
|
$
|
199,192
|
|
|
$
|
155,403
|
|
Capitalized software
|
22,877
|
|
|
22,877
|
|
|
—
|
|
|
22,877
|
|
|
22,877
|
|
|
—
|
|
||||||
Customer lists and relationships
|
349,593
|
|
|
210,132
|
|
|
139,461
|
|
|
355,698
|
|
|
206,515
|
|
|
149,183
|
|
||||||
Trademarks and trade names
|
18,789
|
|
|
13,289
|
|
|
5,500
|
|
|
19,007
|
|
|
13,323
|
|
|
5,684
|
|
||||||
Other
|
3,860
|
|
|
3,860
|
|
|
—
|
|
|
3,955
|
|
|
3,920
|
|
|
35
|
|
||||||
|
$
|
746,151
|
|
|
$
|
452,424
|
|
|
$
|
293,727
|
|
|
$
|
756,132
|
|
|
$
|
445,827
|
|
|
$
|
310,305
|
|
Total goodwill and acquired intangible assets
|
|
|
|
|
$
|
1,453,219
|
|
|
|
|
|
|
$
|
1,480,118
|
|
|
Solutions Group
|
|
IoT Group
|
|
Professional Services
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance, October 1, 2016
|
$
|
1,050,150
|
|
|
$
|
90,065
|
|
|
$
|
29,598
|
|
|
$
|
1,169,813
|
|
Foreign currency translation adjustment
|
(9,265
|
)
|
|
(795
|
)
|
|
(261
|
)
|
|
(10,321
|
)
|
||||
Balance, December 31, 2016
|
$
|
1,040,885
|
|
|
$
|
89,270
|
|
|
$
|
29,337
|
|
|
$
|
1,159,492
|
|
|
Three months ended
|
||||||
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
(in thousands)
|
||||||
Amortization of acquired intangible assets
|
$
|
8,067
|
|
|
$
|
8,350
|
|
Cost of software revenue
|
6,388
|
|
|
5,127
|
|
||
Total amortization expense
|
$
|
14,455
|
|
|
$
|
13,477
|
|
•
|
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.
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
60,418
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,418
|
|
Marketable securities
|
|
|
|
|
|
|
|
|
|||||||
Certificates of deposit
|
—
|
|
|
880
|
|
|
—
|
|
|
880
|
|
||||
Commercial paper
|
—
|
|
|
11,964
|
|
|
—
|
|
|
11,964
|
|
||||
Corporate notes/bonds
|
34,599
|
|
|
—
|
|
|
—
|
|
|
34,599
|
|
||||
U.S. government agency securities
|
—
|
|
|
2,391
|
|
|
—
|
|
|
2,391
|
|
||||
Forward contracts
|
—
|
|
|
4,505
|
|
|
—
|
|
|
4,505
|
|
||||
|
$
|
95,017
|
|
|
$
|
19,740
|
|
|
$
|
—
|
|
|
$
|
114,757
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Contingent consideration related to acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,594
|
|
|
$
|
16,594
|
|
Forward contracts
|
—
|
|
|
629
|
|
|
—
|
|
|
629
|
|
||||
|
$
|
—
|
|
|
$
|
629
|
|
|
$
|
16,594
|
|
|
$
|
17,223
|
|
|
September 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
60,139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,139
|
|
Marketable securities
|
|
|
|
|
|
|
|
|
|||||||
Certificates of deposit
|
—
|
|
|
681
|
|
|
—
|
|
|
681
|
|
||||
Commercial paper
|
—
|
|
|
11,925
|
|
|
—
|
|
|
11,925
|
|
||||
Corporate notes/bonds
|
34,601
|
|
|
—
|
|
|
—
|
|
|
34,601
|
|
||||
U.S. government agency securities
|
—
|
|
|
2,409
|
|
|
—
|
|
|
2,409
|
|
||||
Forward contracts
|
|
|
260
|
|
|
—
|
|
|
260
|
|
|||||
|
$
|
94,740
|
|
|
$
|
15,275
|
|
|
$
|
—
|
|
|
$
|
110,015
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Contingent consideration related to acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,570
|
|
|
$
|
19,570
|
|
Forward contracts
|
—
|
|
|
3,170
|
|
|
—
|
|
|
3,170
|
|
||||
|
$
|
—
|
|
|
$
|
3,170
|
|
|
$
|
19,570
|
|
|
$
|
22,740
|
|
|
Contingent Consideration
|
||||||||||
|
(in thousands)
|
||||||||||
|
ColdLight
|
|
Kepware
|
|
Total
|
||||||
Balance, October 1, 2016
|
$
|
2,500
|
|
|
$
|
17,070
|
|
|
19,570
|
|
|
Change in present value of contingent consideration
|
—
|
|
|
74
|
|
|
74
|
|
|||
Payment of contingent consideration
|
(1,250
|
)
|
|
(1,800
|
)
|
|
(3,050
|
)
|
|||
Balance, December 31, 2016
|
$
|
1,250
|
|
|
$
|
15,344
|
|
|
$
|
16,594
|
|
|
December 31, 2016
|
||||||||||||||
|
Amortized cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
|
(in thousands)
|
||||||||||||||
Certificates of deposit
|
$
|
881
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
880
|
|
Commercial paper
|
11,972
|
|
|
—
|
|
|
(8
|
)
|
|
11,964
|
|
||||
Corporate notes/bonds
|
34,839
|
|
|
—
|
|
|
(240
|
)
|
|
34,599
|
|
||||
US government agency securities
|
2,402
|
|
|
—
|
|
|
(11
|
)
|
|
2,391
|
|
||||
|
$
|
50,094
|
|
|
$
|
—
|
|
|
$
|
(260
|
)
|
|
$
|
49,834
|
|
|
September 30, 2016
|
||||||||||||||
|
Amortized cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
|
(in thousands)
|
||||||||||||||
Certificates of deposit
|
$
|
681
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
681
|
|
Commercial paper
|
11,945
|
|
|
—
|
|
|
(20
|
)
|
|
11,925
|
|
||||
Corporate notes/bonds
|
34,701
|
|
|
—
|
|
|
(100
|
)
|
|
34,601
|
|
||||
US government agency securities
|
2,411
|
|
|
—
|
|
|
(2
|
)
|
|
2,409
|
|
||||
|
$
|
49,738
|
|
|
$
|
—
|
|
|
$
|
(122
|
)
|
|
$
|
49,616
|
|
|
December 31, 2016
|
|
September 30, 2016
|
||||||||||||
|
Amortized cost
|
|
Fair value
|
|
Amortized cost
|
|
Fair value
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Due in one year or less
|
$
|
22,650
|
|
|
$
|
22,618
|
|
|
$
|
18,585
|
|
|
$
|
18,549
|
|
Due after one year through three years
|
27,444
|
|
|
27,216
|
|
|
31,153
|
|
|
31,067
|
|
||||
|
$
|
50,094
|
|
|
$
|
49,834
|
|
|
$
|
49,738
|
|
|
$
|
49,616
|
|
Currency Hedged
|
December 31,
2016 |
|
September 30,
2016 |
||||
|
(in thousands)
|
||||||
Canadian / U.S. Dollar
|
$
|
8,460
|
|
|
$
|
14,685
|
|
Swiss Franc / Euro
|
4,897
|
|
|
—
|
|
||
Chinese Yuan offshore / Euro
|
9,487
|
|
|
—
|
|
||
Euro / U.S. Dollar
|
206,717
|
|
|
174,120
|
|
||
Japanese Yen / Euro
|
36,907
|
|
|
32,782
|
|
||
Israeli Shekel / U.S. Dollar
|
5,704
|
|
|
7,271
|
|
||
Japanese Yen / U.S. Dollar
|
4,649
|
|
|
6,716
|
|
||
Swedish Krona / Euro
|
8,618
|
|
|
—
|
|
||
Swedish Krona / U.S. Dollar
|
4,644
|
|
|
3,852
|
|
||
Singapore Dollar / U.S. Dollar
|
75,429
|
|
|
1,448
|
|
||
All other
|
8,571
|
|
|
8,660
|
|
||
Total
|
$
|
374,083
|
|
|
$
|
249,534
|
|
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain or (Loss) Recognized in Income
|
|
Net realized and unrealized gain or (loss) (excluding the underlying foreign currency exposure being hedged)
|
||||||
|
|
|
|
Three months ended
|
||||||
|
|
|
|
December 31,
2016 |
|
January 2,
2016 |
||||
|
|
|
|
(in thousands)
|
||||||
Forward Contracts
|
|
Interest and other expense, net
|
|
$
|
(8,329
|
)
|
|
$
|
(1,014
|
)
|
Currency Hedged
|
December 31,
2016 |
|
September 30,
2016 |
||||
|
(in thousands)
|
||||||
Euro / U.S. Dollar
|
$
|
32,893
|
|
|
$
|
26,181
|
|
Japanese Yen / U.S. Dollar
|
13,733
|
|
|
8,800
|
|
||
SEK / U.S. Dollar
|
2,165
|
|
|
4,078
|
|
||
Total
|
$
|
48,791
|
|
|
$
|
39,059
|
|
Derivatives Designated as Hedging Instruments
|
|
Gain or (Loss) Recognized in OCI-Effective Portion
|
|
Location of Gain or (Loss) Reclassified from OCI into Income-Effective Portion
|
|
Gain or (Loss) Reclassified from OCI into Income-Effective Portion
|
|
Location of Gain or (Loss) Recognized-Ineffective Portion
|
|
Gain or (Loss) Recognized-Ineffective Portion
|
||||||||||||||||||
|
|
Three Months Ended
|
|
|
|
Three Months Ended
|
|
|
|
Three Months Ended
|
||||||||||||||||||
|
|
December 31,
2016 |
|
January 2,
2016 |
|
|
|
December 31,
2016 |
|
January 2,
2016 |
|
|
|
December 31,
2016 |
|
January 2,
2016 |
||||||||||||
Forward Contracts
|
|
$
|
3,471
|
|
|
$
|
1,643
|
|
|
Software revenue
|
|
$
|
407
|
|
|
$
|
846
|
|
|
Interest and other expense, net
|
|
$
|
10
|
|
|
$
|
—
|
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||||
As of December 31, 2016
|
Gross Amount of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Forward Contracts
|
$
|
629
|
|
|
$
|
—
|
|
|
$
|
629
|
|
|
$
|
(629
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three months ended
|
|
||||||
|
December 31,
2016 |
|
January 2,
2016 |
|
||||
|
(in thousands)
|
|||||||
Solutions Group
|
|
|
|
|
||||
Revenue
|
$
|
218,736
|
|
|
$
|
228,594
|
|
|
Direct costs
|
45,932
|
|
|
49,744
|
|
|
||
Profit
|
172,804
|
|
|
178,850
|
|
|
||
|
|
|
|
|
||||
IoT Group
|
|
|
|
|
||||
Revenue
|
21,483
|
|
|
13,101
|
|
|
||
Direct costs
|
23,450
|
|
|
16,437
|
|
|
||
Loss
|
(1,967
|
)
|
|
(3,336
|
)
|
|
||
|
|
|
|
|
||||
Professional Services
|
|
|
|
|
||||
Revenue
|
46,108
|
|
|
49,322
|
|
|
||
Direct costs
|
37,824
|
|
|
42,014
|
|
|
||
Profit
|
8,284
|
|
|
7,308
|
|
|
||
|
|
|
|
|
||||
Total segment revenue
|
286,327
|
|
|
291,017
|
|
|
||
Total segment costs
|
107,206
|
|
|
108,195
|
|
|
||
Total segment profit
|
179,121
|
|
|
182,822
|
|
|
||
|
|
|
|
|
||||
Other unallocated operating expenses
|
168,275
|
|
|
158,967
|
|
|
||
Restructuring charges
|
6,285
|
|
|
37,147
|
|
|
||
Total operating income (loss)
|
4,561
|
|
|
(13,292
|
)
|
|
||
|
|
|
|
|
||||
Interest and other expense, net
|
11,064
|
|
|
6,253
|
|
|
||
Loss before income taxes
|
$
|
(6,503
|
)
|
|
$
|
(19,545
|
)
|
|
•
|
a total leverage ratio, defined as consolidated total indebtedness to the consolidated trailing four quarters EBITDA, not to exceed
4.00
to
1.00
as of the last day of any fiscal quarter;
|
•
|
a senior secured leverage ratio, defined as senior consolidated total indebtedness (which excludes unsecured indebtedness) to the consolidated trailing four quarters EBITDA, not to exceed
3.00
to
1.00
as of the last day of any fiscal quarter; 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.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three Months Ended
|
|
|
|
Constant Currency Change
|
||||||||
|
|
December 31, 2016
|
|
January 2, 2016
|
|
|
|
|||||||
Revenue
|
|
|
|
Change
|
|
|||||||||
|
|
(in millions)
|
||||||||||||
Subscription
|
|
$
|
54.4
|
|
|
$
|
22.2
|
|
|
145
|
%
|
|
144
|
%
|
Support
|
|
151.5
|
|
|
171.8
|
|
|
(12
|
)%
|
|
(12
|
)%
|
||
Total recurring software revenue
|
|
205.8
|
|
|
193.9
|
|
|
6
|
%
|
|
6
|
%
|
||
Perpetual license
|
|
34.4
|
|
|
47.8
|
|
|
(28
|
)%
|
|
(27
|
)%
|
||
Total software revenue
|
|
240.2
|
|
|
241.7
|
|
|
(1
|
)%
|
|
(1
|
)%
|
||
Professional services
|
|
46.1
|
|
|
49.3
|
|
|
(7
|
)%
|
|
(7
|
)%
|
||
Total revenue
|
|
$
|
286.3
|
|
|
$
|
291.0
|
|
|
(2
|
)%
|
|
(2
|
)%
|
|
December 31, 2016
|
|
September 30, 2016
|
|
January 2, 2016
|
||||||
|
(Dollar amounts in millions)
|
||||||||||
Unbilled deferred revenue
|
$
|
450
|
|
|
$
|
369
|
|
|
$
|
188
|
|
Deferred revenue
|
375
|
|
|
414
|
|
|
389
|
|
|||
Total
|
$
|
825
|
|
|
$
|
783
|
|
|
$
|
577
|
|
Revenue by Line of Business
|
% of Total Revenue
|
||||
|
Three months ended
|
||||
|
December 31, 2016
|
|
January 2, 2016
|
||
Subscription
|
19
|
%
|
|
8
|
%
|
Support
|
53
|
%
|
|
59
|
%
|
Perpetual license
|
12
|
%
|
|
16
|
%
|
Professional services
|
16
|
%
|
|
17
|
%
|
|
|||||||||||||
Revenue by Business Group
|
Three months ended
|
||||||||||||
|
|
|
|
|
Percent Change
|
||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
Actual
|
|
Constant
Currency
|
||||||
|
(Dollar amounts in millions)
|
||||||||||||
Solutions Group
|
|
|
|
|
|
|
|
||||||
Subscription
|
$
|
42.0
|
|
|
$
|
11.4
|
|
|
268
|
%
|
|
266
|
%
|
Support
|
148.7
|
|
|
169.8
|
|
|
(12
|
)%
|
|
(13
|
)%
|
||
Total recurring software revenue
|
190.7
|
|
|
181.2
|
|
|
5
|
%
|
|
5
|
%
|
||
Perpetual license
|
28.1
|
|
|
47.4
|
|
|
(41
|
)%
|
|
(40
|
)%
|
||
Total software revenue
|
218.7
|
|
|
228.6
|
|
|
(4
|
)%
|
|
(5
|
)%
|
||
Professional services
|
43.7
|
|
|
47.2
|
|
|
(7
|
)%
|
|
(8
|
)%
|
||
Total revenue
|
$
|
262.4
|
|
|
$
|
275.8
|
|
|
(5
|
)%
|
|
(5
|
)%
|
IoT Group
|
|
|
|
|
|
|
|
||||||
Subscription
|
$
|
12.3
|
|
|
$
|
10.8
|
|
|
15
|
%
|
|
14
|
%
|
Support
|
2.8
|
|
|
2.0
|
|
|
44
|
%
|
|
44
|
%
|
||
Total recurring software revenue
|
15.2
|
|
|
12.7
|
|
|
19
|
%
|
|
19
|
%
|
||
Perpetual license
|
6.3
|
|
|
0.4
|
|
|
1,564
|
%
|
|
1,565
|
%
|
||
Total software revenue
|
21.5
|
|
|
13.1
|
|
|
64
|
%
|
|
64
|
%
|
||
Professional services
|
2.4
|
|
|
2.1
|
|
|
15
|
%
|
|
14
|
%
|
||
Total revenue
|
$
|
23.9
|
|
|
$
|
15.2
|
|
|
57
|
%
|
|
57
|
%
|
|
Three months ended
|
|
Percent Change
|
||||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
Actual
|
|
Constant
Currency
|
||||||
|
(Dollar amounts in millions)
|
||||||||||||
Software revenue by region:
|
|
|
|
|
|
|
|
||||||
Americas
|
$
|
106.9
|
|
|
$
|
108.1
|
|
|
(1
|
)%
|
|
(1
|
)%
|
Europe
|
$
|
83.6
|
|
|
$
|
86.0
|
|
|
(3
|
)%
|
|
(1
|
)%
|
Asia Pacific
|
$
|
49.7
|
|
|
$
|
47.6
|
|
|
4
|
%
|
|
1
|
%
|
|
Three months ended
|
||||
|
December 31, 2016
|
|
January 2, 2016
|
||
Total revenue by region as a % of total revenue:
|
|
|
|
||
Americas
|
44
|
%
|
|
43
|
%
|
Europe
|
36
|
%
|
|
37
|
%
|
Asia Pacific
|
20
|
%
|
|
20
|
%
|
|
Three months ended
|
|||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
Percent
Change |
|||||
|
(Dollar amounts in millions)
|
|||||||||
Costs and expenses:
|
|
|
|
|
|
|||||
Cost of software revenue
|
$
|
42.9
|
|
|
$
|
36.8
|
|
|
17
|
%
|
Cost of professional services revenue
|
39.2
|
|
|
43.3
|
|
|
(10
|
)%
|
||
Sales and marketing
|
90.7
|
|
|
82.4
|
|
|
10
|
%
|
||
Research and development
|
57.9
|
|
|
57.7
|
|
|
—
|
%
|
||
General and administrative
|
36.7
|
|
|
38.6
|
|
|
(5
|
)%
|
||
Amortization of acquired intangible assets
|
8.1
|
|
|
8.4
|
|
|
(3
|
)%
|
||
Restructuring charges
|
6.3
|
|
|
37.1
|
|
|
(83
|
)%
|
||
Total costs and expenses
|
$
|
281.8
|
|
|
$
|
304.3
|
|
|
(7
|
)%
|
Total headcount at end of period
|
5,767
|
|
|
5,654
|
|
|
2
|
%
|
•
|
a $30.9 million decrease in restructuring charges;
|
•
|
a $5.2 million decrease in stock-based compensation expense due in part to a modification in the first quarter of 2016 of performance-based awards previously granted under our long-term incentive programs; and
|
•
|
a decrease in professional services costs as more service engagements were migrated to our partners.
|
•
|
the acquisition of Kepware in the second quarter of 2016; and
|
•
|
higher total incentive-based compensation.
|
Cost of Software Revenue
|
Three months ended
|
|||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
Percent
Change
|
|||||
|
(Dollar amounts in millions)
|
|||||||||
Cost of software revenue
|
$
|
42.9
|
|
|
$
|
36.8
|
|
|
17
|
%
|
% of total revenue
|
15
|
%
|
|
13
|
%
|
|
|
|||
% of total software revenue
|
18
|
%
|
|
15
|
%
|
|
|
|||
Software headcount at end of period
|
920
|
|
|
777
|
|
|
18
|
%
|
Cost of Professional Services Revenue
|
Three months ended
|
|||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
Percent
Change
|
|||||
|
(Dollar amounts in millions)
|
|||||||||
Cost of professional services revenue
|
$
|
39.2
|
|
|
$
|
43.3
|
|
|
(10
|
)%
|
% of total revenue
|
14
|
%
|
|
15
|
%
|
|
|
|||
% of total professional services revenue
|
85
|
%
|
|
88
|
%
|
|
|
|||
Professional services headcount at end of period
|
865
|
|
|
989
|
|
|
(13
|
)%
|
Sales and Marketing
|
Three months ended
|
|||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
Percent
Change |
|||||
|
(Dollar amounts in millions)
|
|||||||||
Sales and marketing
|
$
|
90.7
|
|
|
$
|
82.4
|
|
|
10
|
%
|
% of total revenue
|
32
|
%
|
|
28
|
%
|
|
|
|||
Sales and marketing headcount at end of period
|
1,422
|
|
|
1,335
|
|
|
7
|
%
|
Research and Development
|
Three months ended
|
|||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
Percent
Change |
|||||
|
(Dollar amounts in millions)
|
|||||||||
Research and development
|
$
|
57.9
|
|
|
$
|
57.7
|
|
|
—
|
%
|
% of total revenue
|
20
|
%
|
|
20
|
%
|
|
|
|||
Research and development headcount at end of period
|
1,900
|
|
|
1,894
|
|
|
—
|
%
|
General and Administrative
|
Three months ended
|
|||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
Percent
Change |
|||||
|
(Dollar amounts in millions)
|
|||||||||
General and administrative
|
$
|
36.7
|
|
|
$
|
38.6
|
|
|
(5
|
)%
|
% of total revenue
|
13
|
%
|
|
13
|
%
|
|
|
|||
General and administrative headcount at end of period
|
660
|
|
|
659
|
|
|
—
|
%
|
Amortization of Acquired Intangible Assets
|
Three months ended
|
|||||||||
|
December 31, 2016
|
|
January 2, 2016
|
|
Percent
Change |
|||||
|
(Dollar amounts in millions)
|
|||||||||
Amortization of acquired intangible assets
|
$
|
8.1
|
|
|
$
|
8.4
|
|
|
(3
|
)%
|
% of total revenue
|
3
|
%
|
|
3
|
%
|
|
|
Restructuring Charges
|
Three months ended
|
||||||
|
December 31, 2016
|
|
January 2, 2016
|
||||
|
(in millions)
|
||||||
Restructuring charges
|
$
|
6.3
|
|
|
$
|
37.1
|
|
Interest and Other Expense, net
|
Three months ended
|
||||||
|
December 31, 2016
|
|
January 2, 2016
|
||||
|
(in millions)
|
||||||
Interest income
|
$
|
0.9
|
|
|
$
|
0.9
|
|
Interest expense
|
(10.3
|
)
|
|
(6.6
|
)
|
||
Other expense, net
|
(1.6
|
)
|
|
(0.6
|
)
|
||
Total interest and other expense, net
|
$
|
(11.1
|
)
|
|
$
|
(6.3
|
)
|
Income Taxes
|
Three months ended
|
||||||
|
December 31, 2016
|
|
January 2, 2016
|
||||
|
(Dollar amounts in millions)
|
||||||
Pre-tax income (loss)
|
$
|
(6.5
|
)
|
|
$
|
(19.5
|
)
|
Tax provision
|
2.6
|
|
|
4.3
|
|
||
Effective income tax rate
|
(41
|
)%
|
|
(22
|
)%
|
•
|
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
|
•
|
non-GAAP diluted earnings or loss per share—GAAP diluted earnings or loss per share
|
|
Three months ended
|
||||||
|
December 31, 2016
|
|
January 2, 2016
|
||||
|
(in millions, except per share amounts)
|
||||||
GAAP revenue
|
$
|
286.3
|
|
|
$
|
291.0
|
|
Fair value of acquired deferred revenue
|
0.9
|
|
|
0.5
|
|
||
Non-GAAP revenue
|
$
|
287.2
|
|
|
$
|
291.5
|
|
|
|
|
|
||||
GAAP gross margin
|
$
|
204.2
|
|
|
$
|
210.9
|
|
Fair value of acquired deferred revenue
|
0.9
|
|
|
0.5
|
|
||
Fair value of acquired deferred costs
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Stock-based compensation
|
2.9
|
|
|
3.4
|
|
||
Amortization of acquired intangible assets included in cost of revenue
|
6.4
|
|
|
5.1
|
|
||
Non-GAAP gross margin
|
$
|
214.3
|
|
|
$
|
219.7
|
|
|
|
|
|
||||
GAAP operating income (loss)
|
$
|
4.6
|
|
|
$
|
(13.3
|
)
|
Fair value of acquired deferred revenue
|
0.9
|
|
|
0.5
|
|
||
Fair value of acquired deferred costs
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Stock-based compensation
|
18.0
|
|
|
23.2
|
|
||
Amortization of acquired intangible assets included in cost of revenue
|
6.4
|
|
|
5.1
|
|
||
Amortization of acquired intangible assets
|
8.1
|
|
|
8.4
|
|
||
Acquisition-related charges included in general and administrative expenses
|
0.2
|
|
|
1.2
|
|
||
Restructuring charges
|
6.3
|
|
|
37.1
|
|
||
Non-GAAP operating income
|
$
|
44.3
|
|
|
$
|
62.1
|
|
|
|
|
|
||||
GAAP net loss
|
$
|
(9.1
|
)
|
|
$
|
(23.9
|
)
|
Fair value of acquired deferred revenue
|
0.9
|
|
|
0.5
|
|
||
Fair value of acquired deferred costs
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Stock-based compensation
|
18.0
|
|
|
23.2
|
|
||
Amortization of acquired intangible assets included in cost of revenue
|
6.4
|
|
|
5.1
|
|
||
Amortization of acquired intangible assets
|
8.1
|
|
|
8.4
|
|
||
Acquisition-related charges included in general and administrative expenses
|
0.2
|
|
|
1.2
|
|
||
Restructuring charges
|
6.3
|
|
|
37.1
|
|
||
Non-operating credit facility refinancing costs
|
—
|
|
|
2.4
|
|
||
Income tax adjustments
(1)
|
0.1
|
|
|
4.9
|
|
||
Non-GAAP net income
|
$
|
30.7
|
|
|
$
|
58.8
|
|
|
|
|
|
||||
GAAP diluted loss per share
|
$
|
(0.08
|
)
|
|
$
|
(0.21
|
)
|
Fair value of acquired deferred revenue
|
0.01
|
|
|
—
|
|
||
Stock-based compensation
|
0.15
|
|
|
0.20
|
|
||
Amortization of acquired intangible assets
|
0.12
|
|
|
0.12
|
|
||
Acquisition-related charges included in general and administrative expenses
|
—
|
|
|
0.01
|
|
||
Restructuring charges
|
0.05
|
|
|
0.32
|
|
||
Non-operating credit facility refinancing costs
|
—
|
|
|
0.02
|
|
||
Income tax adjustments
(1)
|
—
|
|
|
0.04
|
|
||
Non-GAAP diluted earnings per share
|
$
|
0.26
|
|
|
$
|
0.51
|
|
|
Three months ended
|
|
||||
|
December 31, 2016
|
|
January 2, 2016
|
|
||
GAAP operating margin
|
1.6
|
%
|
|
(4.6
|
)%
|
|
Fair value of acquired deferred revenue
|
0.3
|
%
|
|
0.2
|
%
|
|
Fair value of acquired deferred costs
|
—
|
%
|
|
—
|
%
|
|
Stock-based compensation
|
6.3
|
%
|
|
8.0
|
%
|
|
Amortization of acquired intangible assets
|
5.0
|
%
|
|
4.6
|
%
|
|
Acquisition-related charges included in general and administrative expenses
|
0.1
|
%
|
|
0.4
|
%
|
|
Restructuring charges
|
2.2
|
%
|
|
12.8
|
%
|
|
Non-GAAP operating margin
|
15.4
|
%
|
|
21.3
|
%
|
|
(1)
|
We have recorded a full valuation allowance against our U.S. net deferred tax assets and a valuation allowance against net deferred tax assets in certain foreign jurisdictions. As we are profitable on a non-GAAP basis, the 2017 and 2016 non-GAAP tax provisions are being calculated assuming there is no valuation allowance. Income tax adjustments for the three months ended January 2, 2016 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. Additionally, our non-GAAP tax provision for the three months ended January 2, 2016 excludes a $1.6 million tax provision related to a legal settlement accrual. Beginning in the second quarter of 2016, we changed our historical methodology to adopt a method that is more reflective of our full year expected non-GAAP tax rate. For the three months ended December 31, 2016, our non-GAAP tax provision is based on our annual expected non-GAAP tax rate applied to our year-to-date non-GAAP earnings.
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
173,367
|
|
|
$
|
296,797
|
|
Marketable securities
|
49,834
|
|
|
—
|
|
||
Total
|
$
|
223,201
|
|
|
$
|
296,797
|
|
|
|
|
|
||||
|
Three months ended
|
||||||
|
December 31, 2016
|
|
January 2, 2016
|
||||
|
(in thousands)
|
||||||
Cash provided by (used in) operating activities
|
$
|
(47,978
|
)
|
|
$
|
61,254
|
|
Cash used by investing activities
|
(5,598
|
)
|
|
(68,965
|
)
|
||
Cash provided by (used) by financing activities
|
(41,232
|
)
|
|
32,924
|
|
|
Three months ended
|
||||||
|
December 31, 2016
|
|
January 2, 2016
|
||||
|
(in thousands)
|
||||||
Cash used by investing activities included the following:
|
|
|
|
||||
Additions to property and equipment
|
$
|
(7,100
|
)
|
|
$
|
(4,185
|
)
|
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(64,780
|
)
|
||
Proceeds from sales and maturities of investments
|
1,502
|
|
|
—
|
|
||
|
$
|
(5,598
|
)
|
|
$
|
(68,965
|
)
|
|
Three months ended
|
||||||
|
December 31, 2016
|
|
January 2, 2016
|
||||
|
(in thousands)
|
||||||
Cash used by financing activities included the following:
|
|
|
|
||||
Net borrowings (repayments) of debt
|
$
|
(20,000
|
)
|
|
$
|
50,000
|
|
Payments of withholding taxes in connection with vesting of stock-based awards
|
(18,623
|
)
|
|
(14,833
|
)
|
||
Proceeds from issuance of common stock
|
—
|
|
|
1
|
|
||
Excess tax benefits from stock-based awards
|
102
|
|
|
56
|
|
||
Contingent consideration
|
(2,711
|
)
|
|
(1,250
|
)
|
||
Credit facility origination costs
|
—
|
|
|
(1,050
|
)
|
||
|
$
|
(41,232
|
)
|
|
$
|
32,924
|
|
|
Ratio as of December 31, 2016
|
Total Leverage Ratio
Ratio of consolidated total indebtedness to the consolidated trailing four quarters EBITDA, not to exceed 4.00 to 1.00 as of the last day of any fiscal quarter.
|
3.45 to 1.00
|
Fixed Charge Coverage Ratio
Ratio of consolidated trailing four quarters EBITDA less consolidated capital expenditures to consolidated fixed charges as of the last day of any fiscal quarter, to be not less than 3.50 to 1.00.
|
6.02 to 1.00
|
Senior Secured Leverage Ratio
Ratio of senior consolidated total indebtedness (which excludes unsecured indebtedness) to consolidated trailing four quarters EBITDA as of the last day of any fiscal quarter, not to exceed 3.00 to 1.00.
|
1.09 to 1.00
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
|
|
3.1
|
|
Restated Articles of Organization of PTC Inc. adopted August 4, 2015 (filed as Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
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3.2
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By-Laws, as amended and restated, of PTC Inc. (filed as Exhibit 3.2 to our Quarterly Report in Form 10-Q for the fiscal quarter ended March 29, 2014 (File No. 0-18059) and incorporated herein by reference).
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4.1
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Indenture, dated as of May 12, 2016, by and between the Company and The Bank of New York Mellon, as Trustee (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on May 18, 2016 (File No. 0-18059) and incorporated herein by reference).
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4.2
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First Supplemental Indenture, dated as of May 12, 2016, by and between the Company and The Bank of New York Mellon, as Trustee (filed as Exhibit 4.2 to our Current Report on Form 8-K filed on May 18, 2016 (File No. 0-18059) and incorporated herein by reference).
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4.3
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6.000% Senior Notes due 2024 (filed as Exhibit 4.3 to our Current Report on Form 8-K filed on May 18, 2016 (File No. 0-18059) and incorporated herein by reference).
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10.1
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Amendment No. 4 dated January 13, 2017 to Credit Agreement dated as of November 4, 2015 by and among PTC Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto.
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31.1
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Certification of the Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a).
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31.2
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Certification of the Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a).
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32*
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Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.
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101
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The following materials from PTC Inc.'s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of December 31, 2016 and September 30, 2016; (ii) Condensed Consolidated Statements of Operations for the three months ended December 31, 2016 and January 2, 2016; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended December 31, 2016 and January 2, 2016; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2016 and January 2, 2016; and (v) Notes to Condensed Consolidated Financial Statements.
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*
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Indicates that the exhibit is being furnished, not filed, with this report.
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PTC Inc.
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||
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By:
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/S/ ANDREW MILLER
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Andrew Miller
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
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PTC INC.,
as the Parent
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By:
/s/Stephen G. Bouchard
____________
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Name: Stephen G. Bouchard
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Title: Treasurer
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PTC (IFSC) Limited,
as the Irish Borrower
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By: _______________________
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Name:
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Title:
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PTC INC.,
as the Parent
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By: ________________________
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Name:
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Title:
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PTC (IFSC) Limited,
as the Irish Borrower
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By:
/s/Eamonn Clarke
___________
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Name: Eamonn Clarke
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Title: Director
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JPMORGAN CHASE BANK, N.A.,
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individually as a Lender, as the Swingline Lender, as an
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Issuing Bank and as Administrative Agent
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By: _
/s/Daglas P. Panchal
____________________
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Name:
Daglas P. Panchal
__
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Title: Vice President
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KEYBANK NATIONAL ASSOCIATION
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By _
/s/David A. Wild
_________________
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Name: David A. Wild
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Title: Senior Vice President
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Name of Lender: Fifth Third Bank
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By _
/s/Glen Mastey
____________________
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Name: Glen Mastey
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Title: Managing Director
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For any Lender requiring a second signature line:
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By _________________________________
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Name:
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Title:
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Name of Lender:
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Citizens Bank, N.A.
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By _
/s/Patricia F. Grieve
_________________
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|
Name: Patricia F. Grieve
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Title: Vice President
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Name of Lender:
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ROYAL BANK OF CANADA
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By __
/s/Theodore Brown
______________
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Name: Theodore Brown
|
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Title: Authorized Signatory
|
Name of Lender:
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SANTANDER BANK, N.A.
|
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By _
/s/Andres Barbosa
__________________
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|
Name: Andres Barbosa
|
|
Title: Executive Director
|
Name of Lender:
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TD BANK, N.A.
|
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|
By ___
/s/Steve Levi
__________________
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Name: Steve Levi
|
|
Title: Senior Vice President
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For any Lender requiring a second signature line:
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By _________________________________
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Name:
|
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Title:
|
Name of Lender:
|
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BARCLAYS BANK PLC
|
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By __
/s/Christopher M. Aitkin
____________
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|
Name: Christopher M. Aitkin
|
|
Title: Assistant Vice President
|
Name of Lender:
|
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Sun Trust Bank
|
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|
|
By __
/s/Jason Crowley
______________
|
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|
Name: Jason Crowley
|
|
Title: Vice President
|
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|
For any Lender requiring a second signature line:
|
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By _________________________________
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|
Name:
|
|
Title:
|
Name of Lender:
|
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|
Wells Fargo Bank, N.A.
|
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|
|
By __
/s/David Mallett
_________________
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|
Name: David Mallett
|
|
Title: Managing Director
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For any Lender requiring a second signature line:
|
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By _________________________________
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|
|
Name:
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|
Title:
|
Name of Lender:
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SILICON VALLEY BANK
|
|
|
|
By __
/s/Kristy Vlahos
_________________
|
|
|
Name: Kristy Vlahos
|
|
Title: Director
|
Name of Lender:
|
|
|
|
The Huntington National Bank
|
|
|
|
By __
/s/Jared Shaner
_________________
|
|
|
Name: Jared Shaner
|
|
Title: Vice President
|
Name of Lender:
|
|
|
|
Bank of America, N.A.
|
|
|
|
By __
/s/My-Linh Yoshiike
_________________
|
|
|
Name: My-Linh Yoshiike
|
|
Title: Vice President
|
|
|
For any Lender requiring a second signature line:
|
|
|
|
|
|
By _________________________________
|
|
|
Name:
|
|
Title:
|
Name of Lender:
|
|
|
|
PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, AS LENDER
|
|
|
|
By __
/s/Kathryn Williams
_________________
|
|
|
Name: Kathryn Williams
|
|
Title: Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
February 9, 2017
|
|
|
|
/S/ JAMES HEPPELMANN
|
|
|
|
|
|
James Heppelmann
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
February 9, 2017
|
|
|
|
/S/ ANDREW MILLER
|
|
|
|
|
|
Andrew Miller
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
February 9, 2017
|
|
|
|
/S/ JAMES HEPPELMANN
|
|
|
|
|
|
James Heppelmann
President and Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
February 9, 2017
|
|
|
|
/S/ ANDREW MILLER
|
|
|
|
|
|
Andrew Miller
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|