Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
FORM 10-Q
____________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 30, 2017
Commission File Number: 0-18059
____________________________________________________
PTC Inc.
(Exact name of registrant as specified in its charter)
____________________________________________________

Massachusetts
 
04-2866152
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
140 Kendrick Street, Needham, MA 02494
(Address of principal executive offices, including zip code)
(781) 370-5000
(Registrant’s telephone number, including area code)
____________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer
þ
  
Accelerated filer
¨
  
Non-accelerated filer
¨
  
Smaller reporting company
¨
 
 
 
  
 
 
  
(Do not check if a smaller
reporting company)
  
 
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ
There were 116,284,430 shares of our common stock outstanding on February 2, 2018.



PTC Inc.
INDEX TO FORM 10-Q
For the Quarter Ended December 30, 2017

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




PART I—FINANCIAL INFORMATION

ITEM 1.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PTC Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
 
December 30,
2017
 
September 30,
2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
291,679

 
$
280,003

Short term marketable securities
20,146

 
18,408

Accounts receivable, net of allowance for doubtful accounts of $838 and $1,062 at December 30, 2017 and September 30, 2017, respectively
131,059

 
152,299

Prepaid expenses
60,137

 
49,913

Other current assets
116,438

 
165,933

Total current assets
619,459

 
666,556

Property and equipment, net
61,219

 
63,600

Goodwill
1,184,521

 
1,182,772

Acquired intangible assets, net
243,467

 
257,908

Long term marketable securities
30,421

 
31,907

Deferred tax assets
129,886

 
123,166

Other assets
36,969

 
34,475

Total assets
$
2,305,942

 
$
2,360,384

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
32,651

 
$
35,160

Accrued expenses and other current liabilities
64,902

 
80,761

Accrued compensation and benefits
71,366

 
110,957

Accrued income taxes
15,695

 
5,735

Deferred revenue
419,722

 
446,296

Total current liabilities
604,336

 
678,909

Long term debt
742,622

 
712,406

Deferred tax liabilities
5,601

 
17,880

Deferred revenue
11,772

 
12,611

Other liabilities
52,512

 
53,142

Total liabilities
1,416,843

 
1,474,948

Commitments and contingencies (Note 13)

 

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

 

Common stock, $0.01 par value; 500,000 shares authorized; 116,126 and 115,333 shares issued and outstanding at December 30, 2017 and September 30, 2017, respectively
1,161

 
1,153

Additional paid-in capital
1,594,546

 
1,609,030

Accumulated deficit
(637,519
)
 
(650,840
)
Accumulated other comprehensive loss
(69,089
)
 
(73,907
)
Total stockholders’ equity
889,099

 
885,436

Total liabilities and stockholders’ equity
$
2,305,942

 
$
2,360,384








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

1


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

 
Three months ended
 
December 30,
2017
 
December 31,
2016
Revenue:
 
 
 
Subscription
$
100,008

 
$
54,362

Support
131,197

 
151,478

Total recurring revenue
231,205

 
205,840

Perpetual license
33,985

 
34,379

Total subscription, support and license revenue
265,190

 
240,219

Professional services
41,454

 
46,108

Total revenue
306,644

 
286,327

Cost of revenue:
 
 
 
Cost of license and subscription revenue
24,376

 
20,130

Cost of support revenue
22,200

 
22,817

Total cost of software revenue
46,576

 
42,947

Cost of professional services revenue
36,382

 
39,168

Total cost of revenue
82,958

 
82,115

Gross margin
223,686

 
204,212

Operating expenses:
 
 
 
Sales and marketing
99,315

 
90,690

Research and development
63,969

 
57,914

General and administrative
35,004

 
36,695

Amortization of acquired intangible assets
7,821

 
8,067

Restructuring charges
105

 
6,285

Total operating expenses
206,214

 
199,651

Operating income
17,472

 
4,561

Interest expense
(10,047
)
 
(10,315
)
Interest income and other expense, net
(954
)
 
(749
)
Income (loss) before income taxes
6,471

 
(6,503
)
Provision (benefit) for income taxes
(7,406
)
 
2,638

Net income (loss)
$
13,877

 
$
(9,141
)
Earnings (loss) per share—Basic
$
0.12

 
$
(0.08
)
Earnings (loss) per share—Diluted
$
0.12

 
$
(0.08
)
Weighted average shares outstanding—Basic
115,731

 
115,290

Weighted average shares outstanding—Diluted
117,656

 
115,290









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

2


PTC Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
 
 
Three months ended
 
December 30,
2017
 
December 31,
2016
Net income (loss)
$
13,877

 
$
(9,141
)
Other comprehensive income (loss), net of tax:
 
 
 
Unrealized hedge gain (loss) arising during the period, net of tax of $0.1 million and $0.4 million in the first quarter of 2018 and 2017, respectively
(913
)
 
3,037

Net hedge (gain) loss reclassified into earnings, net of tax of $0.1 million and $0.1 million in the first quarter of 2018 and 2017, respectively
573

 
(356
)
Unrealized gain (loss) on hedging instruments
(340
)
 
2,681

Foreign currency translation adjustment, net of tax of $0 for each period
5,229

 
(18,652
)
Unrealized loss on marketable securities, net of tax of $0 for each period
(179
)
 
(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 2018 and 2017, respectively
371

 
516

Change in unamortized pension loss during the period related to changes in foreign currency
(263
)
 
1,690

Other comprehensive income (loss)
4,818

 
(13,904
)
Comprehensive income (loss)
$
18,695

 
$
(23,045
)































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

3


PTC Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
 
Three months ended
 
December 30,
2017
 
December 31,
2016
Cash flows from operating activities:
 
 
 
Net income (loss)
$
13,877

 
$
(9,141
)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
 
 
 
Depreciation and amortization
21,046

 
21,454

Stock-based compensation
18,331

 
17,988

Non-cash portion of restructuring charges

 
260

Other non-cash items, net
361

 
330

Changes in operating assets and liabilities, excluding the effects of acquisitions:
 
 
 
Accounts receivable
21,603

 
21,184

Accounts payable and accrued expenses
(12,885
)
 
232

Accrued compensation and benefits
(40,172
)
 
(53,840
)
Deferred revenue
22,055

 
(11,726
)
Accrued income taxes
(14,272
)
 
(6,096
)
Other current assets and prepaid expenses
(8,963
)
 
(15,229
)
Other noncurrent assets and liabilities
4,146

 
(13,292
)
Net cash provided (used) by operating activities
25,127

 
(47,876
)
Cash flows from investing activities:
 
 
 
Additions to property and equipment
(6,377
)
 
(7,100
)
Purchase of software
(2,500
)
 

Purchases of short- and long-term marketable securities
(4,248
)
 

Proceeds from maturities of short- and long-term marketable securities
3,740

 

Proceeds from sales of investments

 
1,502

Net cash used in investing activities
(9,385
)
 
(5,598
)
Cash flows from financing activities:
 
 
 
Borrowings under credit facility and senior notes
50,000

 
60,000

Repayments of borrowings under credit facility
(20,000
)
 
(80,000
)
Contingent consideration
(3,176
)
 
(2,711
)
Payments of withholding taxes in connection with vesting of stock-based awards
(33,488
)
 
(18,623
)
Net cash used in financing activities
(6,664
)
 
(41,334
)
Effect of exchange rate changes on cash and cash equivalents
2,598

 
(9,760
)
Net increase (decrease) in cash and cash equivalents
11,676

 
(104,568
)
Cash and cash equivalents, beginning of period
280,003

 
277,935

Cash and cash equivalents, end of period
$
291,679

 
$
173,367








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

4


PTC Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
General
The accompanying unaudited condensed consolidated financial statements include the accounts of PTC Inc. and its wholly owned subsidiaries and have been prepared by management in accordance with accounting principles generally accepted in the United States of America and in accordance with the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited quarterly financial statements should be read in conjunction with our annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of those of a normal recurring nature, necessary for a fair statement of our financial position, results of operations and cash flows at the dates and for the periods indicated. Unless otherwise indicated, all references to a year mean our fiscal year, which ends on September 30. The September 30, 2017 Consolidated Balance Sheet included herein is derived from our audited consolidated financial statements.
Our fiscal year ends on September 30. Our fiscal quarters end on a Saturday following a thirteen week calendar, and may result in different quarter end dates year to year. The first quarter of 2018 ended on December 30, 2017 and the first quarter of 2017 ended on December 31, 2016. The results of operations for the three months ended December 30, 2017 are not necessarily indicative of the results expected for the remainder of the fiscal year.
Reclassifications
Effective with the beginning of the third quarter of 2017, we are reporting cost of license and subscription revenue separately from cost of support revenue and are presenting cost of revenue in three categories: 1) cost of license and subscription revenue, 2) cost of support revenue, and 3) cost of professional services revenue. Cost of license and subscription includes the cost of perpetual and subscription licenses; cost of support includes the cost of supporting both perpetual and subscription licenses. Costs of revenue for previous periods in the accompanying Consolidated Statements of Operations are presented on a basis consistent with the current period presentation.
Effective the beginning of fiscal 2018, in accordance with the adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, excess tax benefits are now classified as an operating activity on the statement of cash flows rather than as a financing activity. The prior period excess tax benefits have been reclassified for comparability.
Segments
Through fiscal 2017, we had three operating and reportable segments: (1) the Solutions Group, which included license, subscription, support and cloud services revenue for our core CAD, SLM and ePLM products; (2) the IoT Group, which included license, subscription, support and cloud services revenue for our IoT, analytics and augmented reality solutions; and (3) Professional Services, which included consulting, implementation and training revenue.
With a change in our organizational structure to streamline our operations, we merged our Solution Group segment with our IoT Group segment and revised the information that our chief executive officer, who is also our chief operating decision maker ("CODM"), regularly reviews for purposes of allocating resources and assessing performance. As a result, effective with the beginning of the first quarter of 2018, we are changing our operating and reportable segments from three to two: (1) Software Products, which includes license, subscription and related support revenue (including updates and technical support) for all our products; and (2) Professional Services, which includes consulting, implementation and training services.

5


Revenue and operating income in Note 10. Segment Information have been reclassified to conform to the current period presentation.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
Stock Compensation
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. We have elected to adopt these amendments beginning in the first quarter of 2018.
Starting this quarter, stock-based compensation excess tax benefits or deficiencies are reflected in the Consolidated Statements of Operations as a component of the provision for income taxes when the awards vest or are settled, whereas they previously were recognized in equity. Upon adoption, under the modified retrospective transition method, we recognized the previously unrecognized excess tax benefits of $37.0 million as increases in deferred tax assets for tax loss carryovers and tax credits, almost all of which were offset by a valuation allowance.
The standard also increases the amount of shares an employer can withhold for tax purposes without triggering liability accounting and clarifies that all cash payments made on an employee's behalf for withheld shares should be presented as a financing activity in the statements of cash flows, which is consistent with our historical classification. The new standard for minimum statutory withholding tax requirements had no impact to opening retained earnings as of October 1, 2017 as we do not intend to withhold more than the minimum statutory requirements.
Additionally, on our Consolidated Statements of Cash Flows excess tax benefits from stock-based awards will no longer be separately classified as a financing activity apart from other income tax, and will be presented as an operating activity. As a result of the adoption of ASU 2016-09, the Consolidated Statement of Cash Flows for the three months ended December 31, 2016 was adjusted as follows: a $0.1 million increase to net cash used by operating activities and a $0.1 million decrease to net cash used in financing activities.
Finally, we have elected to account for forfeitures as they occur, rather than estimate expected forfeitures, which resulted in a cumulative effect adjustment of $0.7 million to reduce retained earnings as of October 1, 2017.
Pending Accounting Pronouncements
Derivative Financial Instruments
In August 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-12, "Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities", which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2018 (our fiscal 2020) including interim reporting periods within those annual reporting periods and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
Income Taxes
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The purpose of ASU 2016-16 is to simplify the income tax accounting of an intra-entity transfer of an asset other than inventory and to record its effect when the transfer occurs. The guidance is effective for annual reporting periods beginning after December 15, 2017 (our fiscal 2019) including interim reporting periods within those annual reporting periods and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. We expect to record a net deferred tax asset of approximately $77 million upon adoption, primarily relating to deductible amortization of intangible assets in Ireland.  Post adoption, our effective tax rate will no longer include the benefit of this amortization which is reflected in our effective tax rate reconciliation under the current guidance. 
Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will replace the existing guidance in ASC 840, Leases. The updated standard aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and to disclose important information about leasing arrangements. ASU 2016-02 is effective for

6


annual periods beginning after December 15, 2018 (our fiscal 2020) and interim periods within those annual periods. Early adoption is permitted and modified retrospective application is required. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
Revenue Recognition
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09). ASU 2014-09 supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The FASB has also issued additional standards to provide clarification and implementation guidance on ASU 2014-09.
The core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to a customer in an amount that reflects the consideration that is expected to be received for those goods or services. Under the new guidance, an entity is required to evaluate revenue recognition through a five-step process: (1) identifying a contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. The standard also requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In applying the principles of ASU 2014-09, it is possible more judgment and estimates may be required within the revenue recognition process than is required under existing U.S. GAAP, including identifying performance obligations, estimating the amount of variable consideration to include in the transaction price, and estimating the value of each performance obligation to allocate the total transaction price to each separate performance obligation.
ASU 2014-09 is effective for us in our first quarter of fiscal 2019. Companies may adopt ASU 2014-09 using either the retrospective method, under which each prior reporting period is presented under ASU 2014-09, with the option to elect certain permitted practical expedients, or the modified retrospective method, under which a company adopts ASU 2014-09 from the beginning of the year of initial application with no restatement of comparative periods, with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application, with certain additional required disclosures. We currently expect to adopt ASU 2014-09 using the modified retrospective method.
While we are continuing to assess the impact of the new standard, we currently believe the most significant impact relates to accounting for our subscription arrangements that include term-based on-premise software licenses bundled with support. Under current GAAP, the revenue attributable to these subscription licenses is recognized ratably over the term of the arrangement because VSOE does not exist for the undelivered support element as it is not sold separately. Under the new standard, the requirement to have VSOE for undelivered elements to enable the separation of revenue for the delivered software licenses is eliminated. Accordingly, under the new standard we will be required to recognize as revenue a portion of the subscription fee upon delivery of the software license. We currently expect revenue related to our perpetual licenses and related support contracts, professional services and cloud offerings to remain substantially unchanged. Due to the complexity of certain of our contracts, the actual revenue recognition treatment required under the new standard may be dependent on contract-specific terms and, therefore, may vary in some instances.
Upon implementation of the new standard in fiscal 2019, we expect to make prospective revisions to contract terms with our customers that will result in shortening the initial, non-cancellable term of our multi-year subscriptions to one year for contracts entered into or renewed after October 1, 2018. This change will result in annual contractual periods for the majority of our software subscriptions, the license portion of which will be recognized at the beginning of each annual contract period upon delivery of the licenses and the support portion of which will be recognized ratably over the one year contractual period. As a result, we anticipate one year of subscription revenue will be recognized for each contract each year; however, more of the revenue will be recognized in the quarter that the contract period begins and less will be recognized in the subsequent three quarters of the contract than under the current accounting rules.
Under the modified retrospective method, we will evaluate each contract that is ongoing on the adoption date as if that contract had been accounted for under ASU 2014-09 from contract inception. Some license revenue related to subscription arrangements that would have been recognized in future periods under current GAAP will be recast under ASU 2014-09 as if the revenue had been recognized in prior periods. Under this transition method, we will not adjust historical reported revenue amounts. Instead, the revenue that would have been recognized under this method prior to the adoption date will

7


be an adjustment to retained earnings and will not be recognized as revenue in future periods as previously planned. Because we expect that license revenue associated with subscription contracts will be recognized up front instead of over time under ASU 2014-09, we expect some portion of our deferred revenue to be adjusted to retained earnings upon adoption, which could be a material amount. During the first year of adoption, we will disclose the amount of this retained earnings adjustment and intend to provide supplemental disclosure of how this revenue would have been recognized under the current rules.
Another significant provision under ASU 2014-09 includes the capitalization and amortization of costs associated with obtaining a contract, such as sales commissions. Currently, we expense sales commissions in the period incurred. Under ASU 2014-09, direct and incremental costs to acquire a contract are capitalized and amortized using a systematic basis over the pattern of transfer of the goods and services to which the asset relates. While we are continuing to assess the impact of this provision of ASU 2014-09, we likely will be required to capitalize incremental costs such as commissions and amortize those costs over the period the capitalized assets are expected to contribute to future cash flows.
Furthermore, we have made and will continue to make investments in systems and processes to enable timely and accurate reporting under the new standard. We currently expect that necessary operational and internal control structural changes will be implemented prior to the adoption date.
2. Deferred Revenue and Related Customer Receivables
Deferred Revenue
Deferred revenue primarily relates to software agreements billed to customers for which the subscription and support services have not yet been provided. The liability associated with performing these subscription and support services is included in deferred revenue and, if not yet paid, the related customer receivable is included in prepaid expenses and other current assets. Billed but uncollected support and subscription-related amounts included in other current assets at December 30, 2017 and September 30, 2017 were $110.0 million and $160.9 million, respectively.
3. Restructuring Charges
In fiscal 2016, we initiated a plan to restructure our workforce and consolidate select facilities in order to reduce our cost structure and to realign our investments with what we believe to be our higher growth opportunities. The actions resulted in total restructuring charges of $85.5 million, primarily associated with termination benefits associated with approximately 800 employees. This restructuring plan is substantially complete.
The following table summarizes restructuring accrual activity for the three months ended December 30, 2017:
 
Employee severance and related benefits
 
Facility closures and related costs
 
Total
 
(in thousands)
October 1, 2017
$
1,736

 
$
4,508

 
$
6,244

Charge to operations, net
(212
)
 
317

 
105

Cash disbursements
(198
)
 
(537
)
 
(735
)
Foreign exchange impact
17

 
(18
)
 
(1
)
Accrual, December 30, 2017
$
1,343

 
$
4,270

 
$
5,613


The following table summarizes restructuring accrual activity for the three months ended December 31, 2016:

8


 
Employee severance and related benefits
 
Facility closures and related costs
 
Total
 
(in thousands)
October 1, 2016
$
35,177

 
$
1,431

 
$
36,608

Charges 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

Of the accrual for facility closures and related costs, as of December 30, 2017 $2.2 million is included in accrued expenses and other current liabilities and $2.1 million is included in other liabilities in the Consolidated Balance Sheets. The accrual for facility closures is net of assumed sublease income of $3.7 million. The accrual for employee severance and related benefits is included in accrued compensation and benefits in the Consolidated Balance Sheets.
4. Stock-based Compensation
We measure the cost of employee services received in exchange for restricted stock unit (RSU) awards based on the fair value of RSU awards on the date of grant. That cost is recognized over the period during which an employee is required to provide service in exchange for the award.
Our equity incentive plan provides for grants of nonqualified and incentive stock options, common stock, restricted stock, RSUs and stock appreciation rights to employees, directors, officers and consultants. We award RSUs as the principal equity incentive awards, including certain performance-based awards that are earned based on achievement of performance criteria established by the Compensation Committee of our Board of Directors. Each RSU represents the contingent right to receive one share of our common stock.
Beginning in the first quarter of 2018, we account for forfeitures as they occur, rather than estimate expected forfeitures.
Our employee stock purchase plan (ESPP), initiated in the fourth quarter of 2016, allows eligible employees to contribute up to 10% of their base salary, up to a maximum of $25,000 per year and subject to any other plan limitations, toward the purchase of our common stock at a discounted price. The purchase price of the shares on each purchase date is equal to 85% of the lower of the fair market value of our common stock on the first and last trading days of each offering period. The ESPP is qualified under Section 423 of the Internal Revenue Code. We estimate the fair value of each purchase right under the ESPP on the date of grant using the Black-Scholes option valuation model and use the straight-line attribution approach to record the expense over the six-month offering period. 
Restricted stock unit activity for the three months ended December 30, 2017
Shares
 
Weighted
Average
Grant Date
Fair Value
(Per Share)
 
(in thousands)
 
 
Balance of outstanding restricted stock units October 1, 2017
3,487

 
$
45.57

Granted (1)
1,281

 
$
61.88

Vested
(1,316
)
 
$
44.30

Forfeited or not earned
(270
)
 
$
48.10

Balance of outstanding restricted stock units December 30, 2017
3,182

 
$
52.45

 _________________
(1) Restricted stock granted includes 184,000 shares from prior period TSR awards that were earned upon achievement of the performance criteria and vested in November 2018.

9


 
Restricted Stock Units
Grant Period
Performance-based RSUs (1)
 
Service-based RSUs (2)
 
(Number of Units in thousands)
First three months of 2018
461
 
636
_________________
(1)
Substantially all the performance-based RSUs were granted to our executive officers. Approximately 189,000 shares are eligible to vest based upon annual performance measures, measured over a three-year period. RSUs not earned for a period may be earned in the third period. An additional 250,000 shares are eligible to vest based upon a 2018 performance measure. To the extent earned, those performance-based RSUs will vest in three substantially equal installments on November 15, 2018, November 15, 2019 and November 15, 2020, or the date the Compensation Committee determines the extent to which the applicable performance criteria have been achieved for each performance period.
(2)
The service-based RSUs were granted to employees, our executive officers and our directors. All service-based RSUs will vest in three substantially equal annual installments on or about the anniversary of the date of grant.
Compensation expense recorded for our stock-based awards was classified in our Consolidated Statements of Operations as follows:
 
Three months ended
 
December 30,
2017
 
December 31,
2016
 
(in thousands)
Cost of license and subscription revenue
$
413

 
$
293

Cost of support revenue
808

 
1,144

Cost of professional services revenue
1,706

 
1,457

Sales and marketing
4,879

 
3,621

Research and development
2,960

 
2,997

General and administrative
7,565

 
8,476

Total stock-based compensation expense
$
18,331

 
$
17,988


Stock-based compensation expense in the first quarter of 2018 and 2017 includes $1.1 million and $0.6 million, respectively, related to the ESPP.
5. Earnings per Share (EPS) and Common Stock
EPS
Basic EPS is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted EPS is calculated by dividing net income by the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding RSUs using the treasury stock method. The calculation of the dilutive effect of outstanding equity awards under the treasury stock method includes consideration of unrecognized compensation expense as additional proceeds.

10


 
Three months ended
Calculation of Basic and Diluted EPS
December 30,
2017
 
December 31,
2016
 
(in thousands, except per share data)
Net income (loss)
$
13,877

 
$
(9,141
)
Weighted average shares outstanding—Basic
115,731

 
115,290

Dilutive effect of restricted stock units
1,925

 

Weighted average shares outstanding—Diluted
117,656

 
115,290

Earnings (loss) per share—Basic
$
0.12

 
$
(0.08
)
Earnings (loss) per share—Diluted
$
0.12

 
$
(0.08
)

Total antidilutive shares were 0.3 million and 1.8 million for the three months ended December 30, 2017 and December 31, 2016, respectively. For the three months ended December 31, 2016 the diluted net loss per share is the same as the basic net loss per share as the effects of all of our potential common stock equivalents are antidilutive.
Common Stock Repurchases
Our Articles of Organization authorize us to issue up to 500 million shares of our common stock. Our Board of Directors periodically authorizes the repurchase of shares of our common stock. Our Board of Directors has authorized us to repurchase up to $500 million of our common stock from October 1, 2017 through September 30, 2020.  We did not repurchase any shares in the first quarter of either 2018 or 2017. All shares of our common stock repurchased are automatically restored to the status of authorized and unissued.
6. Goodwill and Intangible Assets
Through the fourth quarter of 2017, we had three operating and reportable segments: (1) Solutions Group, (2) IoT Group and (3) Professional Services. Effective with the beginning of the first quarter of 2018, we changed our operating and reportable segments from three to two: (1) Software Products and (2) Professional Services. We assess goodwill for impairment at the reporting unit level. Our reporting units are determined based on the components of our operating segments that constitute a business for which discrete financial information is available and for which operating results are regularly reviewed by segment management. Our reporting units are the same as our operating segments.
As of December 30, 2017, goodwill and acquired intangible assets in the aggregate attributable to our Software Products segment was $1,397.4 million and our Professional Services segment was $30.6 million. As of September 30, 2017, goodwill and acquired intangible assets in the aggregate attributable to our Software Products segment was $1,410.0 million and our Professional Services segment was $30.6 million. Acquired intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. We evaluate goodwill for impairment in the third quarter of our fiscal year, or on an interim basis if an event occurs or circumstances change that would, more likely than not, reduce the fair value of a reporting segment below its carrying value. Factors that could trigger an impairment review include significant under-performance relative to historical or projected future operating results, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, a significant decline in our stock price for a sustained period and a reduction of our market capitalization relative to net book value. We completed our annual goodwill impairment review as of July 1, 2017 and we also completed a qualitative assessment of our goodwill by reporting unit prior to the change in our segments described above and concluded that no impairment charge was required as of those dates.
Goodwill and acquired intangible assets consisted of the following:
 

11


 
December 30, 2017
 
September 30, 2017
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
 
(in thousands)
Goodwill (not amortized)
 
 
 
 
$
1,184,521

 
 
 
 
 
$
1,182,772

Intangible assets with finite lives (amortized) (1):
 
 
 
 
 
 
 
 
 
 
 
Purchased software
$
363,736

 
$
235,835

 
$
127,901

 
$
362,955

 
$
228,377

 
$
134,578

Capitalized software
22,877

 
22,877

 

 
22,877

 
22,877

 

Customer lists and relationships
360,889

 
250,103

 
110,786

 
359,932

 
241,554

 
118,378

Trademarks and trade names
19,175

 
14,395

 
4,780

 
19,138

 
14,186

 
4,952

Other
4,054

 
4,054

 

 
4,030

 
4,030

 

 
$
770,731

 
$
527,264

 
$
243,467

 
$
768,932

 
$
511,024

 
$
257,908

Total goodwill and acquired intangible assets
 
 
 
 
$
1,427,988

 
 
 
 
 
$
1,440,680

(1) The weighted-average useful lives of purchased software, customer lists and relationships, and trademarks and trade names with a remaining net book value are 9 years, 10 years, and 10 years, respectively.
Goodwill
Changes in goodwill presented by reportable segments were as follows: 
 
Software Products
 
Professional Services
 
Total
 
(in thousands)
Balance, October 1, 2017
$
1,152,917

 
$
29,855

 
$
1,182,772

Foreign currency translation adjustment
1,705

 
44

 
1,749

Balance, December 30, 2017
$
1,154,622

 
$
29,899

 
$
1,184,521

Amortization of Intangible Assets
The aggregate amortization expense for intangible assets with finite lives was classified in our Consolidated Statements of Operations as follows:
 
Three months ended
 
December 30,
2017
 
December 31,
2016
 
(in thousands)
Amortization of acquired intangible assets
$
7,821

 
$
8,067

Cost of license and subscription revenue
6,675

 
6,388

Total amortization expense
$
14,496

 
$
14,455

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

12


value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs that may be used to measure fair value:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Money market funds, time deposits and corporate notes/bonds are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets.
Certificates of deposit, commercial paper and certain U.S. government agency securities are classified within Level 2 of the fair value hierarchy. These instruments are valued based on quoted prices in markets that are not active or based on other observable inputs consisting of market yields, reported trades and broker/dealer quotes.
The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large financial institutions. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy.
The fair value of our contingent consideration arrangements is determined based on our evaluation as to the probability and amount of any earn-out that will be achieved based on expected future performances by the acquired entities. These arrangements are classified within Level 3 of the fair value hierarchy.
Our significant financial assets and liabilities measured at fair value on a recurring basis as of December 30, 2017 and September 30, 2017 were as follows:
 
December 30, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
Cash equivalents
$
74,705

 
$

 
$

 
$
74,705

Marketable securities

 


 

 

Certificates of deposit

 
220

 

 
220

Corporate notes/bonds
47,957

 

 

 
47,957

U.S. government agency securities

 
2,390

 

 
2,390

Forward contracts

 
2,694

 

 
2,694

 
$
122,662

 
$
5,304

 
$

 
$
127,966

Financial liabilities:


 


 

 

Contingent consideration related to acquisitions
$

 
$

 
$
4,643

 
$
4,643

Forward contracts

 
4,333

 

 
4,333

 
$

 
$
4,333

 
$
4,643

 
$
8,976


13


 
September 30, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
Cash equivalents
$
49,845

 
$

 
$

 
$
49,845

Marketable securities

 


 

 

Certificates of deposit

 
240

 

 
240

Corporate notes/bonds
47,673

 

 

 
47,673

U.S. government agency securities

 
2,402

 

 
2,402

Forward contracts

 
1,163

 

 
1,163

 
$
97,518

 
$
3,805

 
$

 
$
101,323

Financial liabilities:


 


 

 

Contingent consideration related to acquisitions
$

 
$

 
$
8,400

 
$
8,400

Forward contracts

 
4,347

 

 
4,347

 
$

 
$
4,347

 
$
8,400

 
$
12,747


Changes in the fair value of Level 3 contingent consideration liability associated with our acquisitions of ColdLight and Kepware were as follows:
 
Contingent Consideration
 
(in thousands)
 
Kepware
Balance, October 1, 2017
$
8,400

Payment of contingent consideration
(3,757
)
Balance, December 30, 2017
$
4,643

 
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

 In the Consolidated Balance Sheet as of December 30, 2017, $4.6 million of the contingent consideration liability is included in accrued expenses and other current liabilities.
Of the $3.8 million payments in the first three months of 2018, $3.2 million represents the fair value of the liabilities recorded at the acquisition date and is included in financing activities in the Consolidated Statements of Cash Flows. Of the $3.1 million payments in the first three months of 2017, $2.7 million represents the fair value of the liabilities recorded at the acquisition date and is included in financing activities in the Consolidated Statements of Cash Flows.
8. Marketable Securities
The amortized cost and fair value of marketable securities as of December 30, 2017 and September 30, 2017 were as follows:

14



December 30, 2017

Amortized cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Fair value
 
(in thousands)
Certificates of deposit
$
221

 
$

 
$
(1
)
 
$
220

Corporate notes/bonds
48,268

 

 
(311
)
 
47,957

US government agency securities
2,401

 

 
(11
)
 
2,390


$
50,890

 
$

 
$
(323
)
 
$
50,567


September 30, 2017

Amortized cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Fair value
 
(in thousands)
Certificates of deposit
$
240

 
$

 
$

 
$
240

Corporate notes/bonds
47,811

 
2

 
(140
)
 
47,673

US government agency securities
2,407

 

 
(5
)
 
2,402


$
50,458

 
$
2

 
$
(145
)
 
$
50,315

Our investment portfolio consists of certificates of deposit, commercial paper, corporate notes/bonds and government securities that have a maximum maturity of three years. The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. All unrealized losses are due to changes in market interest rates, bond yields and/or credit ratings.
We review our investments to identify and evaluate investments that have an indication of possible impairment. We concluded that, at December 30, 2017, the unrealized losses were temporary. The following tables summarize the fair value and gross unrealized losses aggregated by category and the length of time that individual securities have been in a continuous unrealized loss position as of December 30, 2017 and September 30, 2017.
 
December 30, 2017
 
Less than twelve months
 
Greater than twelve months
 
Total
 
Fair Value
 
Gross unrealized loss
 
Fair Value
 
Gross unrealized loss
 
Fair Value
 
Gross unrealized loss
 
(in thousands)
Certificates of deposit
$
220

 
$
(1
)
 
$

 
$

 
$
220

 
$
(1
)
Corporate notes/bonds
22,673

 
(183
)
 
25,284

 
(128
)
 
47,957

 
(311
)
US government agency securities

 

 
2,390

 
(11
)
 
2,390

 
(11
)
 
$
22,893

 
$
(184
)
 
$
27,674

 
$
(139
)
 
$
50,567

 
$
(323
)

 
September 30, 2017
 
Less than twelve months
 
Greater than twelve months
 
Total
 
Fair Value
 
Gross unrealized loss
 
Fair Value
 
Gross unrealized loss
 
Fair Value
 
Gross unrealized loss
 
(in thousands)
Certificates of deposit
$
240

 
$

 
$

 
$

 
$
240

 
$

Corporate notes/bonds
15,254

 
(43
)
 
28,885

 
(97
)
 
44,139

 
(140
)
US government agency securities

 

 
2,402

 
(5
)
 
2,402

 
(5
)
 
$
15,494

 
$
(43
)
 
$
31,287

 
$
(102
)
 
$
46,781

 
$
(145
)


15


The following table presents our available-for-sale marketable securities by contractual maturity date as of December 30, 2017 and September 30, 2017.

December 30, 2017
 
September 30, 2017

Amortized cost
 
Fair value
 
Amortized cost
 
Fair value
 
(in thousands)
 
(in thousands)
Due in one year or less
$
20,025

 
$
19,962

 
$
18,274

 
$
18,244

Due after one year through three years
30,865

 
30,605

 
32,184

 
32,071


$
50,890

 
$
50,567

 
$
50,458

 
$
50,315

9. Derivative Financial Instruments
Our earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Our most significant foreign currency exposures relate to Western European countries, Japan, China and Canada. Our foreign currency risk management strategy is principally designed to mitigate the future potential financial impact of changes in the U.S. Dollar value of anticipated transactions and balances denominated in foreign currency, resulting from changes in foreign currency exchange rates. We enter into derivative transactions, specifically foreign currency forward contracts, to manage the exposures to foreign currency exchange risk to reduce earnings volatility. We do not enter into derivatives transactions for trading or speculative purposes.
Non-Designated Hedges
We hedge our net foreign currency monetary assets and liabilities primarily resulting from foreign currency denominated receivables and payables with foreign exchange forward contracts to reduce the risk that our earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. These contracts have maturities of up to approximately three months. Generally, we do not designate these foreign currency forward contracts as hedges for accounting purposes and changes in the fair value of these instruments are recognized immediately in earnings. Because we enter into forward contracts only as an economic hedge, any gain or loss on the underlying foreign-denominated balance would be offset by the loss or gain on the forward contract. Gains and losses on forward contracts and foreign denominated receivables and payables are included in interest income and other expense, net.
As of December 30, 2017 and September 30, 2017, we had outstanding forward contracts with notional amounts equivalent to the following:
Currency Hedged
December 30,
2017
 
September 30,
2017
 
(in thousands)
Canadian / U.S. Dollar
$
7,687

 
$
12,809

Swiss Franc / Euro

 
7,157

Chinese Yuan offshore / Euro

 
10,423

Euro / U.S. Dollar
239,592

 
244,000

Japanese Yen / Euro
17,898

 
17,694

Israeli Shekel / U.S. Dollar
7,346

 
8,820

Japanese Yen / U.S. Dollar
3,438

 
3,198

Swedish Krona / U.S. Dollar
6,650

 
4,627

Singapore Dollar / U.S. Dollar
1,696

 
1,186

All other
10,338

 
8,605

Total
$
294,645

 
$
318,519

The following table shows the effect of our non-designated hedges in the Consolidated Statements of Operations for the three months ended December 30, 2017 and December 31, 2016:

16


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 30,
2017
 
December 31,
2016
 
 
 
 
(in thousands)
Forward Contracts
 
Interest income and other expense, net
 
$
587

 
$
(8,329
)
In the three months ended December 30, 2017 and December 31, 2016, foreign currency losses, net were $1.5 million and $1.5 million , respectively.
Cash Flow Hedges
Our foreign exchange risk management program objective is to identify foreign exchange exposures and implement appropriate hedging strategies to minimize earnings fluctuations resulting from foreign exchange rate movements. We designate certain foreign exchange forward contracts as cash flow hedges of Euro, Yen and SEK denominated intercompany forecasted revenue transactions (supported by third party sales). All foreign exchange forward contracts are carried at fair value on the Consolidated Balance Sheets and the maximum duration of foreign exchange forward contracts is 15 months.
Cash flow hedge relationships are designated at inception, and effectiveness is assessed prospectively and retrospectively using regression analysis on a monthly basis. As the forward contracts are highly effective in offsetting changes to future cash flows on the hedged transactions, we record the effective portion of changes in these cash flow hedges in accumulated other comprehensive income and subsequently reclassify it into earnings in the period during which the hedged transactions are recognized in earnings. Changes in the fair value of foreign exchange forward contracts due to changes in time value are included in the assessment of effectiveness. Our derivatives are not subject to any credit contingent features. We manage credit risk with counterparties by trading among several counterparties and we review our counterparties’ credit at least quarterly.
As of December 30, 2017 and September 30, 2017, we had outstanding forward contracts designated as cash flow hedges with notional amounts equivalent to the following:
Currency Hedged
December 30,
2017
 
September 30,
2017
 
(in thousands)
Euro / U.S. Dollar
$
77,676

 
$
64,831

Japanese Yen / U.S. Dollar
21,255

 
22,675

SEK / U.S. Dollar
16,015

 
14,091

Total
$
114,946

 
$
101,597

The following table shows the effect of our derivative instruments designated as cash flow hedges in the Consolidated Statements of Operations for the three months ended December 30, 2017 and December 31, 2016 (in thousands):


17


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 30,
2017
 
December 31,
2016
 
 
 
December 30,
2017
 
December 31,
2016
 
 
 
December 30,
2017
 
December 31,
2016
Forward Contracts
 
$
(1,044
)
 
$
3,471

 
Subscription, support and license revenue
 
$
(655
)
 
$
407

 
Interest income and other expense, net
 
$
(19
)
 
$
10


As of December 30, 2017, we estimated that all amounts reported in accumulated other comprehensive income will be reclassified to income within the next twelve months.
In the event that an underlying forecast transaction does not occur, or it becomes probable that it will not occur, the related hedge gains and losses on the cash flow hedge would be immediately reclassified to interest income and other expense, net on the Consolidated Statements of Operations. For the three months ended December 30, 2017 and December 31, 2016, there were no such gains or losses.
The following table shows our derivative instruments measured at gross fair value as reflected in the Consolidated Balance Sheets:
 
Fair Value of Derivatives Designated As Hedging Instruments
 
Fair Value of Derivatives Not Designated As Hedging Instruments
 
December 30,
2017
 
September 30,
2017
 
December 30,
2017
 
September 30,
2017
 
(in thousands)
 
(in thousands)
Derivative assets (1):
 
 
 
 
 
 
 
       Forward Contracts
$
498

 
$
540

 
$
2,196

 
$
623

Derivative liabilities (2):
 
 
 
 
 
 
 
       Forward Contracts
$
2,709

 
$
2,352

 
$
1,624

 
$
1,995

(1) As of December 30, 2017, $2,689 thousand current derivative assets are recorded in other current assets, and $5 thousand long-term derivative assets are recorded in other assets in the Consolidated Balance Sheets. As of September 30, 2017, $1,128 thousand current derivative assets are recorded in other current assets, and $35 thousand long-term derivative assets are recorded in other assets in the Consolidated Balance Sheets.
(2) As of December 30, 2017, $4,250 thousand current derivative liabilities are recorded in accrued expenses and other current liabilities, and $83 thousand long term derivative liabilities are recorded in other liabilities in the Consolidated Balance Sheets. As of September 30, 2017, $4,329 thousand current derivative liabilities are recorded in accrued expenses and other current liabilities, and $18 thousand long term derivative liabilities are recorded in other liabilities in the Consolidated Balance Sheets.

Offsetting Derivative Assets and Liabilities
We have entered into master netting arrangements that allow net settlements under certain conditions. Although netting is permitted, it is currently our policy and practice to record all derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets.
The following table sets forth the offsetting of derivative assets as of December 30, 2017:

18


 
Gross Amounts Offset in the Consolidated Balance Sheets
 
 
 
Gross Amounts Not Offset in the Consolidated Balance Sheets
 
 
As of December 30, 2017
Gross Amount of Recognized Assets
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
Net Amounts of Assets Presented in the Consolidated Balance Sheets
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
 
(in thousands)
Forward Contracts
$
2,694

 
$

 
$
2,694

 
$
(2,694
)
 
$

 
$


The following table sets forth the offsetting of derivative liabilities as of December 30, 2017:
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
 
 
Gross Amounts Not Offset in the Consolidated Balance Sheets
 
 
As of December 30, 2017
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
$
4,333

 
$

 
$
4,333

 
$
(2,694
)
 
$

 
$
1,639


10. Segment Information
Effective the beginning of fiscal 2018, we changed our segments, see Note 1. Basis of Presentation for additional information. We operate within a single industry segment -- computer software and related services. Operating segments as defined under GAAP are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our President and Chief Executive Officer. We have two operating and reportable segments: (1) Software Products, which includes license, subscription and related support revenue (including updates and technical support) for all our products; and (2) Professional Services, which includes consulting, implementation and training services. We do not allocate sales & marketing or general and administrative expense to our operating segments as these activities are managed on a consolidated basis. Additionally, the segment profit does not include stock-based compensation, amortization of intangible assets, restructuring charges and certain other identified costs that we do not allocate to the segments for purposes of evaluating their operational performance.
The revenue and profit attributable to our operating segments are summarized below. We do not produce asset information by reportable segment; therefore, it is not reported.


19


 
Three months ended
 
December 30,
2017
 
December 31,
2016
 
(in thousands)
Software Products
 
 
 
Revenue
$
265,190

 
$
240,219

Operating Costs (1)
99,689

 
90,039

Profit
165,501

 
150,180

 
 
 
 
Professional Services
 
 
 
Revenue
41,454

 
46,108

Operating Costs (2)
34,780

 
37,824

Profit
6,674

 
8,284

 
 
 
 
Total segment revenue
306,644

 
286,327

Total segment costs
134,469

 
127,863

Total segment profit
172,175

 
158,464

 
 
 
 
Unallocated operating expenses:
 
 
 
Sales and marketing expenses
94,436

 
87,069

General and administrative expenses
27,432

 
28,050

Restructuring charges, net
105

 
6,285

Intangibles amortization
14,496

 
14,455

Stock-based compensation
18,331

 
17,988

Other unallocated operating expenses (3)
(97
)
 
56

Total operating income
17,472

 
4,561

 
 
 
 
Interest expense
(10,047
)
 
(10,315
)
Interest income and other expense, net
(954
)
 
(749
)
Income (loss) before income taxes
$
6,471

 
$
(6,503
)
(1) Operating costs for the Software Products segment includes all cost of software revenue and research and development costs, excluding stock-based compensation and intangible amortization.
(2) Operating costs for the Professional Services segment includes all cost of professional services revenue, excluding stock-based compensation, intangible amortization, and fair value adjustments for deferred services costs.
(3) Other unallocated operating expenses include acquisition-related costs and fair value adjustments for deferred services costs.

11. Income Taxes
In the first quarter of 2018, our effective tax rate was (114)% on pre-tax income of $6.5 million, compared to (41)% on a pre-tax loss of $6.5 million in the first quarter of 2017. In the first three months of 2018 and 2017, our effective tax rate was lower than the statutory federal income tax rates (21% and 35%, respectively) due to U.S. tax reform, as described below, and our corporate structure in which our foreign taxes are at a net effective tax rate lower than the U.S. rate. A significant amount of our foreign earnings is generated by our subsidiaries organized in Ireland. In 2018 and 2017, the foreign rate differential predominantly relates to these Irish earnings. Our foreign rate differential in 2018 and 2017 includes the continuing rate benefit from a business realignment completed on September 30, 2014 in which intellectual property was transferred between two wholly-owned foreign subsidiaries. For the first

20


quarter of 2018 and 2017, this realignment resulted in tax benefits of approximately $2 million and $7 million, respectively.
On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act, (the "Tax Act"), which significantly changed existing U.S. tax laws, by a reduction of the corporate tax rate, the implementation of a new system of taxation for non-U.S. earnings, the imposition of a one-time tax on the deemed repatriation of undistributed earnings of non-U.S. subsidiaries, and by the expansion of the limitations on the deductibility of executive compensation and interest expense. As we have a September 30 fiscal year-end, there is a blended U.S. statutory federal rate of approximately 24.5% for our fiscal year ending September 30, 2018 and 21% for subsequent fiscal years. The Tax Act also provides that net operating losses generated in years ending after December 31,2017 will be carried forward indefinitely and can no longer be carried back, and that net operating losses generated in years beginning after December 31, 2017 can only reduce taxable income by 80% when utilized in a future period.
We estimate no federal income taxes payable as a result of the deemed repatriation of undistributed earnings, as the tax will be offset by a combination of current year losses and existing attributes which had a full valuation allowance recorded against the related deferred tax assets. We have recorded a reasonable estimate of state income taxes payable on the deemed repatriation of $7.1 million.  We also recorded a deferred tax benefit of $14.2 million as a reasonable estimate of the impacts of the Tax Act on its net U.S. deferred income tax balances. This was primarily attributable to the reduction of the federal tax rate on the net deferred tax liability in the U.S., and the ability to realize net operating losses from the reversal of existing deferred tax assets which can now be carried forward indefinitely and can therefore be netted against deferred tax liabilities for indefinite lived intangible assets.
We are continuing to assess the effects of the Tax Act on our indefinite reinvestment assertion and the realizability of our U.S. deferred tax assets. We were not able to make reasonable estimates at this time of the effects of certain provisions of the Tax Act that apply to us beginning in our fiscal year ended September 30, 2019, including the Global Intangible Low Tax Income tax (the "GILTI" tax).
The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the above estimates, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, actions taken by U.S. state governments and taxing authorities in response to the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates we have utilized to calculate the transition impacts, including impacts from changes to current year earnings estimates and foreign exchange rates of foreign subsidiaries. The Securities Exchange Commission has issued rules that allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. We currently anticipate finalizing and recording any resulting adjustments by the end of our current fiscal year ending September 30, 2018.
We have concluded, based on the weight of available evidence, that a full valuation allowance continues to be required against our U.S. net deferred tax assets as they are not more likely than not to be realized in the future. We will continue to reassess our valuation allowance requirements each financial reporting period.
In the normal course of business, PTC and its subsidiaries are examined by various taxing authorities, including the Internal Revenue Service in the U.S. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. We are currently under audit by tax authorities in several jurisdictions. Audits by tax authorities typically involve examination of the deductibility of certain permanent items, limitations on net operating losses and tax credits. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in material changes in our estimates.
As of December 30, 2017 and September 30, 2017, we had unrecognized tax benefits of $13.8 million and $14.8 million, respectively. If all of our unrecognized tax benefits as of December 30, 2017 were to become recognizable in the future, we would record a benefit to the income tax provision of $13.8 million, which would be partially offset by an increase in the U.S. valuation allowance of $3.9 million
Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in favorable or unfavorable changes in our estimates. We believe it is

21


reasonably possible that within the next 12 months the amount of unrecognized tax benefits related to the resolution of multi-jurisdictional tax positions could be reduced by up to $7 million as audits close and statutes of limitations expire.
In the fourth quarter of 2016, we received an assessment of approximately $12 million from the tax authorities in Korea.  The assessment relates to various tax issues but primarily to foreign withholding taxes. We have appealed and intend to vigorously defend our positions. We believe that it is more likely than not that our positions will be sustained upon appeal. Accordingly, we have not recorded a tax reserve for this matter. We paid this assessment in the first quarter of 2017 and have recorded the amount in other assets, pending resolution of the appeal.
In the first quarter of 2018, as a result of the adoption of ASU 2016-09, we recognized previously unrecognized tax benefits of $37.0 million as increases in deferred tax assets for tax loss carryovers and tax credits, primarily in the U.S. A corresponding increase to the valuation allowance was recorded for $36.9 million to the extent that it was not more likely than not that these benefits would be realized.
12. Debt
At December 30, 2017 and September 30, 2017, we had the following long-term borrowing obligations:
 
December 30,
2017
 
September 30,
2017
 
(in thousands)
6.000% Senior notes due 2024
$
500,000

 
$
500,000

Credit facility revolver
248,125

 
218,125

Total debt
748,125

 
718,125

Unamortized debt issuance costs for the Senior notes (1)
(5,503
)
 
(5,719
)
Total debt, net of issuance costs (2)
$
742,622

 
$
712,406

(1) Unamortized debt issuance costs related to the credit facility were $1.8 million and $2.0 million as of December 30, 2017 and September 30, 2017, respectively, and were included in other assets.
(2) As of December 30, 2017 and September 30, 2017 all debt was included in long-term debt.
Senior Notes
In May 2016, we issued $500 million in aggregate principal amount of 6.0% senior, unsecured long-term debt at par value, due in 2024. We used the net proceeds from the sale of the notes to repay a portion of our outstanding revolving loan under our current credit facility. Interest is payable semi-annually on November 15 and May 15. The debt indenture includes covenants that limit our ability to, among other things, incur additional debt, grant liens on our properties or capital stock, enter into sale and leaseback transactions or asset sales, and make capital distributions. We were in compliance with all of the covenants as of December 30, 2017.
On or after May 15, 2019, we may redeem the senior notes at any time in whole or from time to time in part at specified redemption prices. In certain circumstances constituting a change of control, we would be required to make an offer to repurchase the senior notes at a purchase price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest. Our ability to repurchase the senior notes in such event may be limited by law, by the indenture associated with the senior notes, by our then-available financial resources or by the terms of other agreements to which we may be party at such time. If we fail to repurchase the senior notes as required by the indenture, it would constitute an event of default under the indenture governing the senior notes which, in turn, may also constitute an event of default under other obligations.
As of December 30, 2017, the total estimated fair value of the Notes was approximately $530.3 million, based on quoted prices for the notes on that date.
Credit Agreement

22


In November 2015, we entered into a multi-currency credit facility with a syndicate of sixteen banks for which JPMorgan Chase Bank, N.A. acts as Administrative Agent. We use the credit facility for general corporate purposes, including acquisitions of businesses, share repurchases and working capital requirements. As of December 30, 2017, the fair value of our credit facility approximates its book value.
The credit facility initially consisted of a $1 billion revolving loan commitment, which was reduced to $900 million in June 2016 and further reduced to $600 million in March 2017 pursuant to amendments to the Credit Agreement. The March 2017 amendment also increased the maximum permissible leverage ratio, defined as consolidated total indebtedness to the consolidated trailing four quarters EBITDA, from 4.00 to 1.00 to 4.50 to 1.00. The loan commitment may be increased by an additional $500 million (in the form of revolving loans or term loans, or a combination thereof) if the existing or additional lenders are willing to make such increased commitments. The revolving loan commitment does not require amortization of principal and may be repaid in whole or in part prior to the scheduled maturity date at our option without penalty or premium. The credit facility matures on September 15, 2019, when all remaining amounts outstanding will be due and payable in full.
PTC and certain eligible foreign subsidiaries are eligible borrowers under the credit facility. Any borrowings by PTC Inc. under the credit facility would be guaranteed by PTC Inc.’s material domestic subsidiaries that become parties to the subsidiary guaranty, if any. As of the filing of this Form 10-Q, there are no subsidiary guarantors of the obligations under the credit facility. Any borrowings by eligible foreign subsidiary borrowers would be guaranteed by PTC Inc. and any subsidiary guarantors.  As of the filing of this Form 10-Q, no amounts under the credit facility have been borrowed by an eligible foreign subsidiary borrower. In addition, PTC's and certain of its material domestic subsidiaries' owned property (including equity interests) is subject to first priority perfected liens in favor of the lenders of this credit facility. 100% of the voting equity interests of certain of PTC’s domestic subsidiaries and 65% of its material first-tier foreign subsidiaries are pledged as collateral for the obligations under the credit facility.
As of December 30, 2017, we had $248.1 million in loans outstanding under the credit facility. Loans under the credit facility bear interest at variable rates which reset every 30 to 180 days depending on the rate and period selected by PTC as described below. As of December 30, 2017, the annual interest rate for borrowings outstanding was 2.89%. Interest rates on borrowings outstanding under the credit facility range from 1.25% to 1.75% above an adjusted LIBO rate for Euro currency borrowings or would range from 0.25% to 0.75% above the defined base rate (the greater of the Prime Rate, the FRBNY rate plus 0.5%, or an adjusted LIBO rate plus 1%) for base rate borrowings, in each case based upon PTC’s total leverage ratio. Additionally, PTC may borrow certain foreign currencies at rates set in the same range above the respective London interbank offered interest rates for those currencies, based on PTC’s total leverage ratio. A quarterly commitment fee on the undrawn portion of the credit facility is required, ranging from 0.175% to 0.30% per annum based upon PTC’s total leverage ratio.
The credit facility limits PTC’s and its subsidiaries’ ability to, among other things: incur liens or guarantee obligations; pay dividends (other than to PTC) and make other distributions; make investments and enter into joint ventures; dispose of assets; and engage in transactions with affiliates, except on an arms-length basis. Under the credit facility, PTC and its material domestic subsidiaries may not invest cash or property in, or loan to, PTC’s foreign subsidiaries in aggregate amounts exceeding $75.0 million for any purpose and an additional $200.0 million for acquisitions of businesses. In addition, under the credit facility, PTC and its subsidiaries must maintain the following financial ratios:
a total leverage ratio, defined as consolidated total indebtedness to the consolidated trailing four quarters EBITDA, not to exceed 4.50 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.
As of December 30, 2017, our total leverage ratio was 2.4 to 1.00, our senior secured leverage ratio was 0.82 to 1.00 and our fixed charge coverage ratio was 7.56 to 1.00 and we were in compliance with all financial and operating covenants of the credit facility.
Any failure to comply with the financial or operating covenants of the credit facility would prevent PTC from being able to borrow additional funds, and would constitute a default, permitting the lenders

23


to, among other things, accelerate the amounts outstanding, including all accrued interest and unpaid fees, under the credit facility and to terminate the credit facility. A change in control of PTC, as defined in the agreement, also constitutes an event of default, permitting the lenders to accelerate the indebtedness and terminate the credit facility.
Interest expense was $10.0 million and $10.3 million for the first three months of 2018 and 2017, respectively.
13. Commitments and Contingencies
Legal and Regulatory Matters
Korean Tax Audit
In July 2016, we received an assessment of approximately $12 million from the tax authorities in Korea related to an ongoing tax audit. See Note 11. Income Taxes for additional information.
Legal Proceedings
We are subject to various other legal proceedings and claims that arise in the ordinary course of business. We do not believe that resolving the legal proceedings and claims that we are currently subject to will have a material adverse impact on our financial condition, results of operations or cash flows. However, the results of legal proceedings cannot be predicted with certainty. Should any of these legal proceedings and claims be resolved against us, the operating results for a particular reporting period could be adversely affected.
Accruals
With respect to legal proceedings and claims, we record an accrual for a contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. For legal proceedings and claims for which the likelihood that a liability has been incurred is more than remote but less than probable, we estimate the range of possible outcomes. As of December 30, 2017, we estimate approximately $0.3 million to $3.5 million in legal proceedings and claims, of which we had accrued $0.4 million.
Accounts Receivable
Accounts receivable as of December 30, 2017 includes an amount invoiced under a multi-year contract for which the period of performance, and related revenue recognized, has spanned a number of years (with no revenue recognized since the first quarter of 2017). The invoiced amount is being disputed by the customer. We intend to vigorously pursue collection of the full invoiced amount. If we are unsuccessful in collecting the full invoiced amount, there could be a write-down of accounts receivable and professional services revenue, which could range from $0 to $17.3 million.
Guarantees and Indemnification Obligations
We enter into standard indemnification agreements in the ordinary course of our business. Pursuant to such agreements with our business partners or customers, we indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to our products, as well as claims relating to property damage or personal injury resulting from the performance of services by us or our subcontractors. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. Historically, our costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and accordingly we believe the estimated fair value of liabilities under these agreements is immaterial.
We warrant that our software products will perform in all material respects in accordance with our standard published specifications in effect at the time of delivery of the licensed products for a specified period of time. Additionally, we generally warrant that our consulting services will be performed consistent with generally accepted industry standards. In most cases, liability for these warranties is capped. If necessary, we would provide for the estimated cost of product and service warranties based on specific warranty claims and claim history; however, we have not incurred significant cost under our product or services warranties. As a result, we believe the estimated fair value of these liabilities is immaterial.

ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Statements in this Quarterly Report on Form 10-Q that are not historic facts, including statements about our second quarter and full fiscal 2018 targets, and other future financial and growth expectations and targets, and anticipated tax rates, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks include: the macroeconomic and/or global manufacturing climates may deteriorate; customers may not purchase our solutions when or at the rates we expect; our businesses, including our Internet of Things (IoT) business, may not expand and/or generate the revenue we expect; foreign currency exchange rates may vary from our expectations and thereby affect our reported revenue and expense; the mix of revenue between license & subscription solutions, support and professional services could be different than we expect, which could impact our EPS results; our transition to subscription-only licensing in the Americas and Western Europe could adversely affect sales and revenue; sales of our solutions as subscriptions may not have the longer-term effect on revenue and earnings that we expect; customers may not convert support contracts to subscription contracts as we expect; we may be unable to negotiate a financially desirable termination of our current headquarters lease or to sublease our current premises for an amount equal to our rent obligations under the current lease, which would require us to record a charge related to such shortfall, and could adversely affect our cash flow and financial condition; we may be unable to expand our partner ecosystem as we expect and our partners may not generate the revenue we expect; we may be unable to improve performance in Japan when or as we expect; we may be unable to generate sufficient operating cash flow to return 40% of free cash flow to shareholders and other uses of cash or our credit facility limits could preclude share repurchases. In addition, our assumptions concerning our future GAAP and non-GAAP effective income tax rates are based on estimates and other factors that could change, including the geographic mix of our revenue, expenses and profits, as well as other risks and uncertainties described below throughout or referenced in Part II, Item 1 A. Risk Factors of this report.

Operating and Non-GAAP Measures

Our discussion of results includes discussion of our operating measures (including “subscription bookings” and “license and subscription bookings”) and non-GAAP financial measures. You can find an explanation of these measures in Results of Operations - Subscription Measures and Results of Operations - Non-GAAP Financial Measures below.
Business Overview
PTC is a global computer software and services company. We offer industrial Internet of Things (IoT) solutions that enable companies to connect smart things and environments, manage and analyze data generated by those things and environments, and create industrial IoT applications and Augmented Reality (AR) experiences that transform the way users create, operate, and service products. We also offer a solutions portfolio of innovative Computer-Aided Design (CAD), Product Lifecycle Management (PLM) and Service Lifecycle Management (SLM) solutions that enable manufacturers to create, innovate, operate, and service products.
Executive Overview
Our first quarter results represent a strong start to our fiscal 2018 with first quarter license and subscription bookings up 16% (11% constant currency) over our first quarter of 2017. We had strong bookings performance in IoT, CAD, PLM, the Americas, Europe, Asia Pacific and our global channel. Software revenue was up 10% year-over-year, and up 8% constant currency, despite a year-over-year increase in our subscription mix and associated decline in support revenue. We saw 84% growth in subscription revenue and 12% growth in total recurring software revenue in the first quarter over the year-ago period. Approximately 87% of our first quarter software revenue was recurring compared to 86% in the first quarter of 2017. Total revenue was up 7% year over year, growing more slowly than software revenue due to the managed decline in professional services revenue as discussed further below in

24


Results from Operations. The first quarter of fiscal 2018 was the fourth consecutive quarter of total revenue growth since launching our subscription program at the beginning of fiscal 2016. Operating margin for the quarter increased 410 basis points over the year-ago period to 6%. Non-GAAP operating margin was 17%, an increase of 110 basis points over the year-ago period.
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12027414&doc=16

 
 
Three months ended
 
 
 
Constant Currency Change
 
 
December 30, 2017
 
December 31, 2016
 
 
 
Revenue
 
 
 
Change
 
 
 
(in millions)
Subscription
 
$
100.0

 
$
54.4

 
84
 %
 
81
 %
Support
 
131.2

 
151.5

 
(13
)%
 
(15
)%
Total recurring revenue
 
231.2

 
205.8

 
12
 %
 
10
 %
Perpetual license
 
34.0

 
34.4

 
(1
)%
 
(5
)%
Total subscription, support and license revenue
 
265.2

 
240.2

 
10
 %
 
8
 %
Professional services
 
41.5

 
46.1

 
(10
)%
 
(14
)%
Total revenue
 
$
306.6

 
$
286.3

 
7
 %
 
4
 %

 
 
Three months ended
 
 
Earnings Measures
 
December 30, 2017
 
December 31, 2016
 
Change
 
 
 
 
 
Operating Margin
 
5.7
%
 
1.6
%
 
 
Earnings (Loss) Per Share
 
$
0.12

 
$
(0.08
)
 
249
%
Non-GAAP Operating Margin(1)
 
16.5
%
 
15.4
%
 
 
Non-GAAP Earnings Per Share(1)
 
$
0.31

 
$
0.26

 
17
%
(1) Non-GAAP measures are reconciled to GAAP results under Results of Operations - Non-GAAP Financial Measures below.

The increase in operating margin in the first quarter of 2018 is primarily attributable to higher revenue despite increases in sales and marketing and research and development expenses. Additionally, restructuring charges were $6 million lower in the first quarter of 2018 compared to the first quarter of 2017.

25


We ended the quarter with cash, cash equivalents and marketable securities of $342 million. We generated $25 million of cash from operations in the first quarter of 2018. At December 30, 2017, the balance outstanding under our credit facility was $248 million and total debt outstanding was $743 million.

Future Expectations, Strategies and Risks
Our transition to a subscription model was a headwind for revenue and earnings in 2017. A higher mix of subscription bookings results in lower revenue and lower earnings in the near term, but is expected to benefit us over the long term. As our subscription business has matured in 2018, the headwind impact to revenue and EPS has moderated.
Our results have been impacted, and we expect will continue to be impacted, by our ability to close large transactions. The amount of bookings and revenue attributable to large transactions, and the number of such transactions, may vary significantly from quarter to quarter based on customer purchasing decisions and macroeconomic conditions and other factors that may impact the timing or amount of a transaction. Large transactions may have long lead times as they often follow a lengthy product selection and evaluation process and, for existing customers, may be influenced by contract expiration cycles. This may cause volatility in our results.
For 2018, our three overriding goals continue to be:
          http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12027414&doc=17
Sustainable Growth
Our goals are predicated on continuing to drive bookings growth both in the high-growth IoT market and in our core CAD and PLM markets.

          http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12027414&doc=14

Expand Subscription
Given the subscription adoption rates we have seen in the Americas and Western Europe, effective January 1, 2018, new software licenses for our core solutions and ThingWorx solutions are available only by subscription in the Americas and Western Europe. We plan to continue to offer both perpetual and subscription licenses to customers outside the Americas and Western Europe through December 31, 2018, when licenses for our solutions (excluding Kepware) will be available only by subscription in most countries.


          http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12027414&doc=11

Cost Controls and Margin Expansion
We continue to proactively manage our cost structure and invest in what we believe are high return opportunities in our business. Our goal is to drive continued margin expansion over the long term. We expect to deliver continued operating margin expansion in 2018, and we expect further margin expansion in 2019 and beyond, when we expect we will realize the compounding benefit of our maturing subscription business.
Results of Operations
The following table shows the financial measures that we consider the most significant indicators of the performance of our business. In addition to operating income, operating margin, and diluted earnings per share as calculated under GAAP, the table also includes non-GAAP operating income, non-GAAP operating margin, and non-GAAP diluted earnings per share for the reported periods. We discuss the non-GAAP measures in detail, including items excluded from the measures, and provide a reconciliation to the comparable GAAP measures under Non-GAAP Financial Measures below. Any reference to "software revenue" in the discussion that follows means the sum of subscription revenue, support revenue and perpetual license revenue. “Subscription revenue” includes cloud services revenue.

26



Three months ended
 
Percent Change
2017 to 2018

December 30, 2017
 
December 31, 2016

Actual
 
Constant Currency

(Dollar amounts in millions, except per share data)
Subscription
$
100.0

 
$
54.4

 
84
 %
 
81
 %
Support
131.2

 
151.5

 
(13
)%
 
(15
)%
Total recurring revenue
231.2

 
205.8

 
12
 %
 
10
 %
Perpetual license
34.0

 
34.4

 
(1
)%
 
(5
)%
Total subscription, support and license revenue
265.2

 
240.2

 
10
 %
 
8
 %
Professional services
41.5

 
46.1

 
(10
)%
 
(14
)%
Total revenue
306.6

 
286.3

 
7
 %
 
4
 %
Total cost of revenue
83.0

 
82.1

 
1
 %
 
 
Gross margin
223.7

 
204.2

 
10
 %
 
 
Operating expenses
206.2

 
199.7

 
3
 %
 
 
Total costs and expenses
289.2

 
281.8

 
3
 %
 
1
 %
Operating income
17.5

 
4.6

 
283
 %
 
658
 %
Non-GAAP operating income (1)
$
50.7

 
$
44.3

 
14
 %
 
13
 %
Operating margin
5.7
%
 
1.6
%
 
 
 
 
Non-GAAP operating margin (1)
16.5
%
 
15.4
%
 
 
 
 
Diluted earnings (loss) per share
$
0.12

 
$
(0.08
)
 
 
 
 
Non-GAAP diluted earnings per share (2)
$
0.31

 
$
0.26

 
 
 
 
Cash flow from operations (3)
$
25.1

 
$
(47.9
)
 
 
 
 
 
 
 
 
 
 
 
 
(1) See Non-GAAP Financial Measures below for a reconciliation of our GAAP results to our non-GAAP measures.
(2) 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 2018 and 2017 non-GAAP tax provisions are calculated assuming there is no valuation allowance. 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. We have recorded the impact of the Tax Cuts and Jobs Act in our first quarter 2018 GAAP earnings, resulting in a non-cash benefit of approximately $7 million. We have excluded this benefit from our non-GAAP results.
(3) Cash flow from operations for the three months ended December 30, 2017 includes $0.7 million of restructuring payments. Cash flow from operations for the three months ended December 31, 2016 includes $15.8 million of restructuring payments, a $12 million payment related to a Korea tax audit, and $1.2 million of legal settlement payments.
Subscription Measures
Given the difference in revenue recognition between the sale of a perpetual software license (revenue is recognized at the time of sale) and a subscription (revenue is recognized ratably over the subscription term), we use bookings for internal planning, forecasting and reporting of new license and subscription sales and cloud services transactions.
Bookings
In order to normalize between perpetual and subscription licenses, we define subscription bookings as the subscription annualized contract value (subscription ACV) of new subscription bookings multiplied by a conversion factor of 2. We arrived at the conversion factor of 2 by considering a number of variables, including pricing, support, length of term, and renewal rates. In 2017 and the first quarter of 2018, the average subscription contract term was approximately two years.
We define subscription ACV as the total value of a new subscription booking divided by the term of the contract (in days), multiplied by 365. If the term of the subscription contract is less than a year, the ACV is equal to the total contract value.

27


We define license and subscription bookings as subscription bookings (as described above) plus perpetual license bookings plus any monthly software rental bookings during the period.
License and subscription bookings for the first quarter of 2018 were $104 million, up 16% over the first quarter of 2017, which included an eight-figure IoT booking. The first quarter of 2018 included one transaction for which we recorded a booking of almost $7 million. We saw continued strength in bookings across the product portfolio, particularly from PLM, CAD, and IoT (when adjusting for the eight-figure booking in the first quarter of 2017), which all grew well above our estimated market growth rates. Additionally, our global channel continues to perform well, growing bookings in double-digits for the eighth consecutive quarter.
Total subscription ACV increased 18% over the first quarter of 2017 to $34 million.
The increase in the subscription ACV is primarily due to strong subscription bookings in the quarter; the subscription mix increased year over year.
Because subscription bookings is a metric we use to approximate the value of subscription sales if sold as perpetual licenses, it does not represent the actual revenue that will be recognized with respect to subscription sales or that would be recognized if the sales had been perpetual licenses.
Annualized Recurring Revenue (ARR)
Annualized Recurring Revenue (ARR) for a given quarter is calculated by dividing the non-GAAP subscription and support software revenue for the quarter by the number of days in the quarter and multiplying by 365. ARR should be viewed independently of revenue and deferred revenue as it is an operating measure and is not intended to be combined with or to replace either of those items. ARR is not a forecast and does not include perpetual license or professional services revenues.
ARR was approximately $928 million for the first quarter of 2018, which increased 13% compared to the first quarter of fiscal 2017.
Impact of Foreign Currency Exchange on Results of Operations
Approximately two-thirds of our revenue and half of our expenses are transacted in currencies other than the U.S. Dollar. Because we report our results of operations in U.S. Dollars, currency translation, particularly changes in the Euro, Yen, Shekel, and Rupee relative to the U.S. Dollar, affects our reported results. If actual results for the first quarter of 2018 had been converted into U.S. Dollars based on the foreign currency exchange rates in effect for the first quarter of 2017, revenue would have been lower by $8.9 million, costs and expenses would have been lower by $5.3 million, and operating income would have been lower by $3.6 million. Our constant currency disclosures are calculated by multiplying the actual results for the first quarter of 2018 by the exchange rates in effect for the comparable period of 2017 excluding the effect of any hedging.
Deferred Revenue and Backlog (Unbilled Deferred Revenue)
Deferred revenue primarily relates to software agreements invoiced to customers for which the revenue has not yet been recognized. Unbilled deferred revenue is the aggregate of contractually committed orders for license, subscription and support for which the associated revenue has not been recognized and the customer has not been invoiced. We generally do not invoice prior to the contractual subscription start date and for multi-year contracts we generally invoice annually. We do not record unbilled deferred revenue on our Consolidated Balance Sheet until we invoice the customer.

28


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12027414&doc=13
 
December 30, 2017
 
September 30, 2017
 
December 31, 2016
 
(Dollar amounts in millions)
Deferred revenue
$
431

 
$
459

 
$
375

Unbilled deferred revenue
738

 
633

 
450

Total
$
1,169


$
1,092

 
$
825

Total billed and unbilled deferred revenue increased 42% year-over-year and 7% compared to the fourth quarter of 2017 (sequentially). Billed deferred revenue grew 15% year-over-year, and declined 6% sequentially, due to the timing of billings in the year. Unbilled deferred revenue grew 64% year-over-year and 17% sequentially. The average contract duration has remained approximately 2 years for new subscription contracts.
We expect that the amount of unbilled deferred revenue and deferred revenue will change from quarter to quarter due to the specific timing, duration and size of large customer subscription and support agreements, varying billing cycles of such agreements, the specific timing of customer renewals, foreign currency fluctuations and the timing of when revenue is recognized.
Revenue
We report our revenue by line of business (as described above), by business group (Solutions and IoT Groups), and by geographic region (Americas, Europe, and Asia Pacific). Results include combined revenue from direct sales and our channel.

29


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12027414&doc=15

Revenue by Product
Three months ended
 
 
 
 
 
Percent Change
 
December 30, 2017
 
December 31, 2016
 
Actual
 
Constant
Currency
 
(Dollar amounts in millions)
Solutions Products
 
 
 
 
 
 
 
Software revenue
238.8


218.7

 
9
 %
 
7
 %
Professional services
38.9

 
43.7

 
(11
)%
 
(15
)%
Total revenue
$
277.7

 
$
262.4

 
6
 %
 
3
 %
IoT Products
 
 
 
 
 
 
 
Software revenue
26.4

 
21.5

 
23
 %
 
22
 %
Professional services
2.6

 
2.4

 
6
 %
 
2
 %
Total revenue
$
29.0

 
$
23.9

 
21
 %
 
20
 %
Software Revenue Performance
Software revenue consists of subscription, support, and perpetual license revenue. Subscription revenue is comprised of time-based licenses whereby customers use our software and receive related support for a specified term, and for which revenue is recognized ratably over the term of the contract. Support revenue is comprised of contracts to maintain new and/or previously purchased perpetual licenses, for which revenue is recognized ratably over the term of the contract. Perpetual licenses are a perpetual right to use the software, for which revenue is generally recognized up front upon shipment to the customer. Our subscription revenue includes an immaterial amount of cloud services for which revenue is generally recognized ratably over the term of the contract.
As our mix of subscription sales relative to perpetual license sales has increased, perpetual license revenue and support revenue have declined and are expected to continue to decline as customers purchase our solutions as subscriptions and convert existing support contracts. As our subscription business matures, recurring software revenue growth is expected to accelerate due to the compounding benefit of a subscription business model.
Solutions Group
Software revenue for the first quarter of 2018 increased by 9% compared to the first quarter of 2017 driven by strong CAD, PLM and global channel bookings. Recurring software revenue grew 11% in the quarter over the year-ago period and has grown double-digits for four consecutive quarters. For the first quarter of 2018 compared to the first quarter of 2017, CAD and core PLM bookings grew well above our

30


estimated market growth rates of approximately 5%. PLM bookings included an almost $7 million booking in the first quarter of 2018.
IoT Group
Software revenue for the first quarter of 2018 increased by 23% for the first quarter of 2018 compared to the first quarter of 2017 and increased 4% sequentially; recurring software revenue grew 31% for the first quarter of 2018 compared to the first quarter of 2017 and increased 10% sequentially on continued strong bookings growth. Excluding the eight-figure booking in the first quarter of 2017, bookings in the first quarter of 2018 grew above estimated market growth rates of 30% to 40%.
Professional Services Revenue Performance
Consulting and training services engagements typically result from sales of new licenses. The decline in professional services revenue in the first quarter of 2018 is in line with our expectation that professional services revenue will trend flat-to-down over time, due to our strategy to migrate more services engagements to our partners and to deliver products that require less consulting and training services.
Revenue by Geographic Region
 
Three months ended
 
 
 
Percent Change
 
Three months ended
 
 
 
December 30, 2017
 
% of Total Revenue
 
Actual
 
Constant
Currency
 
December 31, 2016
 
% of Total Revenue
 
(Dollar amounts in millions)
Revenue by region:
 
 
 
 
 
 
 
 
 
 
 
Americas
$
127.0

 
41
%
 
2
%
 
2
%
 
$
124.8

 
44
%
Europe
$
121.5

 
40
%
 
17
%
 
10
%
 
$
103.7

 
36
%
Asia Pacific
$
58.2

 
19
%
 
1
%
 
%
 
$
57.9

 
20
%
From a geographic perspective, Europe and the Americas continued to deliver very strong results, with constant currency bookings growth of 23% in Europe and over 30% in the Americas, excluding an eight-figure IoT booking last year. We announced the discontinuation of new perpetual license sales in the Americas and Western Europe effective January 1, 2018, which we believe led to an increase in perpetual license purchases in the quarter of approximately $4 million.
Americas
The increase in revenue in the Americas in the first quarter of 2018 compared to the first quarter of 2017 was due to strong bookings, offset by a higher subscription mix. This increase in revenue consisted of an increase in subscription revenue of 80%, offset by decreases of 31% in perpetual license revenue and 21% in both support revenue and professional services revenue. Recurring software revenue has grown in double-digits for four consecutive quarters.
Europe
The increase in revenue in Europe in the first quarter of 2018 compared to the first quarter of 2017 was due to strong bookings. This increase in revenue consisted of increases of 98% (88% constant currency) in subscription revenue, 43% (34% constant currency) in perpetual license revenue, and 2% (down 6% constant currency) in professional services revenue, offset by a decrease of 6% (11% constant currency) in support revenue. Year-over-year changes in foreign currency exchange rates, particularly the Euro, favorably impacted European revenue by $8.7 million in the first quarter of 2018.
Asia Pacific
Our performance in Asia Pacific was driven by strong results in China and Korea, and modest recovery in Japan, which grew in the first quarter of 2018 compared to the first quarter of 2017. Asia Pacific revenue was adversely affected by the bookings decline in Japan in 2017. Asia Pacific subscription revenue increased 69% in the first quarter of 2018 compared to the first quarter of 2017, offset by decreases of 5% in perpetual license revenue, 11% in support revenue and 17% in professional services revenue. Currency did not have a material impact on revenue in the first quarter of 2018 relative to the first quarter of 2017.


31



Gross Margin
 
Three months ended