PTC · PTC

287 filings

8-K

PTC 8-K Current Reports

PTC - 287 current reports

Filing record · 2016–202610-K1010-Q338-K130

Showing 1-50 of 287 filings

8-K

Material AgreementsRegulation FDExhibits & Filings

PTC 8-K Report, Material Agreement (Oct 5, 2026)

PTC Inc. (PTC) entered into an Agreement and Plan of Merger on October 4, 2026, with Schneider Electric SE and Grand Slam Merger Sub, Inc., a wholly owned Schneider Electric subsidiary. Under the agreement, Merger Sub will merge into PTC, and PTC will survive as a wholly owned subsidiary of Schneider Electric. At the effective time, each share of PTC common stock will be converted into the right to receive $205 in cash, without interest, subject to applicable withholding taxes. Upon closing, the stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act. The merger is subject to approval by holders of a majority of outstanding PTC shares, antitrust and foreign investment clearances (including HSR and CFIUS), and other customary conditions. The merger is not conditioned on financing. Schneider Electric has obtained a $25 billion bridge term loan commitment from Morgan Stanley Europe SE and Société Générale. PTC has agreed to pay Schneider Electric a $700 million termination fee in specified circumstances, including if PTC accepts a Superior Offer or the Board changes its recommendation. The agreement also restricts PTC's ability to solicit competing proposals. The joint press release states that the $205 per share price represents a 42.3% premium to PTC's last closing price and a 46.1% premium to the 30-trading-day VWAP prior to announcement, valuing PTC's equity at approximately $22.6 billion and implying an enterprise value of $23.7 billion. Closing is anticipated by Q3 2027.

Oct 5, 2026 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Jul 29, 2026)

PTC Inc. filed an 8-K on July 29, 2026 furnishing a press release announcing results for its third fiscal quarter ended June 30, 2026. Q3'26 total revenue was $600.0 million, down from $643.9 million a year earlier, and GAAP diluted EPS was $1.03 versus $1.17. Constant currency ARR excluding divested businesses reached $2,448 million, up 9.1% year over year and above the 8% to 9% guidance range, while as-reported ARR was flat year over year. Operating cash flow was $261 million and free cash flow was $249 million, up 7% and 3% respectively, both above the high end of guidance ranges. Management raised FY'26 guidance for constant currency ARR growth (now 9% to 9.5%), revenue ($2,690 million to $2,750 million), and GAAP and non-GAAP EPS ($8.46 to $9.18 and $7.87 to $8.42), while reaffirming cash flow guidance of about $880 million in operating cash flow and about $850 million in free cash flow. The company repurchased about $525 million of shares in Q3'26 and expects total FY'26 repurchases of about $1.625 billion, with fully diluted shares falling to about 116 million from 121 million in FY'25. The FY'26 GAAP results include a $463 million gain on the sale of the Kepware and ThingWorx businesses, which closed March 13, 2026. The quarter's revenue and margin declines reflect the divestitures and ASC 606 revenue timing, with GAAP operating margin of 28% versus 33% a year earlier. Investors will be watching whether ARR growth can be sustained and whether the Intelligent Product Lifecycle strategy and AI initiatives translate into durable subscription growth.

Jul 29, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

PTC 8-K Report, Financial Results (May 6, 2026)

PTC Inc. reported results for its second fiscal quarter ended March 31, 2026 (Exhibit 99.1, press release dated May 6, 2026). Total revenue was $774.3 million versus $636.4 million a year earlier, GAAP net income was $590.7 million (diluted EPS $4.98), and non-GAAP diluted EPS was $2.69 versus $1.79. The GAAP results were lifted by a $462.6 million gain on the sale of the Kepware and ThingWorx businesses, which closed March 13, 2026. Constant currency ARR excluding divested businesses grew 8.5% year over year to $2.388 billion, and operating cash flow and free cash flow each rose 14%, to $320.9 million and $318.2 million respectively. Management reaffirmed FY'26 guidance for constant currency ARR growth of 7.5% to 9.5% and raised the GAAP EPS range to $7.21 to $9.70 from $6.94 to $9.66, reflecting the divestiture gain. Non-GAAP EPS guidance moved to $6.65 to $8.90 from $6.36 to $8.84. Revenue guidance was raised to $2.58 billion to $2.82 billion from $2.54 billion to $2.81 billion. Operating cash flow guidance of about $880 million and free cash flow guidance of about $850 million were unchanged. The company repurchased $626.1 million of stock in the quarter and expects total FY'26 repurchases of $1.225 billion to $1.325 billion. Separately, on May 4, 2026 the Board authorized up to $2.0 billion of share repurchases for October 1, 2026 through September 30, 2028, and extended the existing repurchase authorization, announced November 6, 2024, to expire September 30, 2026.

May 6, 2026 8-K

Regulation FDExhibits & Filings

PTC 8-K Report, Regulation FD Disclosure (Mar 16, 2026)

On March 16, 2026, PTC (NASDAQ: PTC) announced it completed the sale of its Kepware industrial connectivity and ThingWorx Internet of Things (IoT) businesses to an affiliate of TPG, and updated its second-quarter and full-year fiscal 2026 guidance and share repurchase expectations to reflect the divestiture and use of proceeds. PTC received cash proceeds of $523 million at closing, reflecting closing adjustments of $42 million related to working capital and indebtedness. Net after-tax transaction proceeds are expected to be approximately $375 million, after approximately $40 million of divestiture-related costs and approximately $110 million of cash taxes. PTC will use the net after-tax proceeds for share repurchases, including a planned $375 million accelerated share repurchase agreement in Q2'26 with final settlement expected in Q3'26. The company expects to repurchase approximately $250 million of common stock in Q2'26 and approximately $1.125 billion to $1.325 billion of shares in FY'26 in total. Q2'26 fully diluted shares are expected to decline to approximately 118 million from 121 million in Q2'25. The guidance update reduces FY'26 operating cash flow guidance from approximately $1,030 million to approximately $880 million and free cash flow guidance from approximately $1,000 million to approximately $850 million, reflecting divestiture-related outflows that are not expected to recur. FY'26 revenue guidance moves to $2,540 million to $2,805 million from $2,675 million to $2,940 million, and GAAP EPS guidance rises to $6.94 to $9.66 from $4.42 to $6.93, including a $464 million gain on the sale. Non-GAAP EPS guidance is $6.36 to $8.84, compared with $6.69 to $9.15 previously. The company states there are no other changes to its February 4, 2026 guidance.

Mar 16, 2026 8-K

Shareholder Matters

PTC 8-K Report, Shareholder Vote Results (Feb 11, 2026)

PTC Inc. reported the results of its Annual Meeting of Shareholders, held on February 11, 2026, under Item 5.07 of this Form 8-K. Shareholders voted on three proposals: the election of eight directors to serve until the 2027 Annual Meeting, an advisory Say-on-Pay vote on named executive officer compensation, and an advisory vote to confirm PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026. All eight director nominees received more votes For than Withheld. Janice Chaffin drew the most Withheld votes among the nominees, at 8,347,454, while Trac Pham had the fewest, at 91,610. Each director nominee also faced 4,520,218 broker non-votes. For the Say-on-Pay proposal, 97,603,267 votes were cast For, 8,087,505 Against, and 117,065 Abstain, with 4,520,218 broker non-votes. For the auditor ratification, 98,501,754 votes were For, 11,788,728 Against, and 37,573 Abstain, with no broker non-votes reported. The filing reports these vote tallies only and does not describe any board action or other consequences.

Feb 11, 2026 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Feb 4, 2026)

PTC Inc. reported first fiscal quarter 2026 results (quarter ended December 31, 2025) in an 8-K furnished under Item 2.02, with the full press release attached as Exhibit 99.1. Revenue was $685.8 million versus $565.1 million a year earlier, GAAP net income was $166.5 million, and GAAP diluted EPS was $1.39 versus $0.68. Non-GAAP diluted EPS was $1.92 versus $1.10. ARR was reported at $2,494 million, up 13% year over year as reported, and up 8.4% on a constant currency basis (9.0% excluding Kepware and ThingWorx). Operating cash flow was $269.7 million and free cash flow was $267.4 million, each up 13%. The company repurchased $200 million of common stock in the quarter under its $2 billion authorization. It expects to use the approximately $365 million of net after-tax proceeds from the pending Kepware and ThingWorx divestiture for incremental repurchases, and targets total FY'26 repurchases of about $1.115 billion to $1.315 billion. Management said demand capture improved for a second consecutive quarter, with stronger strategic contracting that it expects to flow into ARR later in the year. Guidance for FY'26 was held in a range of $2,675 million to $2,940 million in revenue and $4.42 to $6.93 in GAAP EPS, with the company noting that guidance excludes the divestiture and will be updated at closing. The filing also notes that FY'26 guidance reflects approximately $160 million of divestiture-related expense payments and cash taxes, and that Q1'26 included a $7.1 million non-cash tax benefit from an IRS consent to an accounting method change.

Feb 4, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

PTC 8-K Report, Executive Changes (Dec 4, 2025)

PTC Inc. disclosed a leadership change in its finance function. On December 4, 2025, it announced that Jennifer DiRico has been appointed Executive Vice President, Chief Financial Officer, effective January 1, 2026. Ms. DiRico, age 41, previously served as CFO of Commvault Systems, Inc. since August 2024, and before that held senior roles at Toast, Inc. and Nuance Communications. Her fiscal 2026 compensation includes an annual salary of $575,000, a target annual bonus of $575,000 (both prorated), a $255,000 signing bonus subject to repayment if she leaves or is terminated for cause on or before January 5, 2028, and equity grants that include RSUs valued at $5,250,000 and $2,750,000 and performance-based RSUs valued at $1,375,000 each. The filing also states that Kristian Talvitie, current Executive Vice President and Chief Financial Officer, will cease serving in that role, with December 31, 2025 as his last day of service. The filing states that his separation is not associated with any disagreement with PTC on operations, policies, practices, accounting, financial statements, disclosures, or internal controls. Under Regulation FD, PTC affirmed the guidance for its full fiscal year ending September 30, 2026 and its first fiscal quarter ending December 31, 2025, which was originally provided on November 5, 2025. The filing's forward-looking statements cite risks including macroeconomic and manufacturing conditions, customer adoption of software and AI-driven product data initiatives, the go-to-market realignment, foreign exchange rates, and income tax rate assumptions.

Dec 4, 2025 8-K

Material AgreementsExhibits & Filings

PTC 8-K Report, Material Agreement (Nov 5, 2025)

On November 5, 2025, PTC Inc. entered into an Asset Purchase Agreement with Parrot US Buyer, L.P., an entity controlled by investment funds affiliated with TPG Global, LLC, to sell its ThingWorx and Kepware businesses (together, the "Business"). PTC will receive $600,000,000 in cash at closing, subject to adjustments for working capital versus a target, indebtedness of the Business, a $35 million reduction if certain financial performance metrics are not achieved in the month before closing, and a reduction tied to average billed accounts receivable for the four quarters ending June 30, 2025. The buyer will also assume certain specified liabilities of the Business and may pay contingent consideration of up to $125,000,000 in certain circumstances following a subsequent sale of the Business by the buyer. Closing is subject to expiration or termination of Hart-Scott-Rodino waiting periods, certain foreign regulatory approvals, the absence of any blocking injunction, and accuracy of representations and compliance with covenants, subject to exceptions. The closing will occur on the later of February 1, 2026 and the second business day after closing conditions are satisfied or waived, with certain delays permitted to the last day of a calendar month. The transaction is not subject to a financing condition or PTC shareholder approval. Either party may terminate if closing has not occurred by August 5, 2026, which automatically extends to November 5, 2026 if only required regulatory approvals remain outstanding. The agreement includes customary representations, warranties, and interim operating covenants, a three-year non-compete on PTC and its subsidiaries in certain specified competitive businesses following closing, and customary indemnification between the parties. PTC states the sale is part of portfolio simplification, and the filing lists the full agreement as Exhibit 10.1, with schedules omitted under Item 601(a)(5) of Regulation S-K.

Nov 5, 2025 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Nov 5, 2025)

PTC Inc. reported fourth-quarter and full-year fiscal 2025 results for the period ended September 30, 2025. Fiscal 2025 total revenue was $2,739.2 million, up 19% year over year (18% in constant currency), and GAAP diluted EPS was $6.14 versus $3.12 a year earlier. Non-GAAP diluted EPS was $8.00. Operating cash flow was $867.7 million and free cash flow was $856.7 million, each up 16%. Constant currency ARR grew 8.5% to $2,446 million on the FY'25 Plan FX basis, and reported ARR was $2,478 million. Management's strategic focus is on its Intelligent Product Lifecycle vision, including the pending divestiture of the Kepware industrial connectivity and ThingWorx Internet of Things businesses. The filing says the sale is expected to sharpen the portfolio around CAD, PLM, ALM and SLM. The divestiture carries additional contingent consideration of up to $125 million, and its closing is subject to Hart-Scott-Rodino and other regulatory approvals. For fiscal 2026, PTC guided to constant currency ARR growth of 7% to 9% including Kepware and ThingWorx, operating cash flow of approximately $1.03 billion, and free cash flow of approximately $1 billion. Guidance includes the two businesses for the full year and will be updated when the divestiture closes. The company plans to repurchase about $200 million of stock in Q1'26 under its $2 billion authorization, and management stated that leverage is below 1x.

Nov 5, 2025 8-K

Leadership Changes

PTC 8-K Report, Executive Changes (Oct 14, 2025)

PTC Inc. filed a Form 8-K on October 14, 2025 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) to report the appointment of a new director. James Lico was appointed to the Board of Directors effective October 13, 2025, having been appointed on October 10, 2025, and was also named to the Corporate Governance Committee of the Board. The filing describes Mr. Lico's background: he served as President and Chief Executive Officer and a board member of Fortive Corporation from July 2016 to June 2025, currently serves as an advisor to Fortive, spent his earlier career at Danaher Corporation from 1996 (including as Executive Vice President from 2005 to 2016), and has served on the board of DuPont de Nemours, Inc. since June 2024. He is 59 years old and holds a Bachelor of Science from the University of Michigan – Dearborn and a Master's in Management from Northwestern University – Kellogg School of Management. Compensation for Mr. Lico is aligned with PTC's outside directors (other than the Board Chair) and is prorated for the current service year. It includes a $60,000 annual cash retainer, an annual equity retainer of RSUs valued at approximately $250,000, and a one-time initial new director RSU grant valued at $375,000 that vests in two substantially equal installments on October 15, 2026 and 2027. He will also receive a $10,000 cash retainer for his Corporate Governance Committee service, prorated for the service year.

Oct 14, 2025 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Jul 30, 2025)

PTC Inc. filed a Form 8-K on July 30, 2025 under Item 2.02 (Results of Operations and Financial Condition), furnishing as Exhibit 99.1 a press release announcing results for its fiscal third quarter ended June 30, 2025. Total revenue was $643.9 million, up from $518.6 million a year earlier, with recurring revenue of $613.6 million. GAAP operating income rose to $209.8 million from $95.8 million, and GAAP diluted EPS was $1.17 versus $0.57. Non-GAAP diluted EPS was $1.64 versus $0.98. Constant currency ARR was $2.37 billion, growing 9.3% year over year and at the higher end of guidance, and operating and free cash flow each grew 14%. Free cash flow was $242.0 million for the quarter. Management raised full-year FY25 guidance for ARR, free cash flow, revenue, EPS and non-GAAP EPS. Constant currency ARR growth guidance is now 8% to 9%, free cash flow is expected to be approximately $850 million, and revenue is guided to $2,570 million to $2,630 million. Non-GAAP EPS guidance is $6.63 to $7.03. The company repurchased $75.0 million of stock in the quarter, has $225 million of repurchases completed year to date against an intended $300 million for FY25, and expects leverage to fall to approximately 1x through debt paydown. Debt, net of deferred issuance costs, declined to $1.23 billion from $1.75 billion at September 30, 2024. CEO Neil Barua said the company is structurally stronger after its go-to-market transformation and believes it is past the point of maximum disruption, though macroeconomic uncertainty persists. The filing's forward-looking statements flag risks including tariffs, foreign exchange volatility, AI adoption pace, and the go-to-market realignment.

Jul 30, 2025 8-K

Exhibits & Filings

PTC 8-K Report, Exhibit Filing (Apr 30, 2025)

PTC Inc. reported results for its fiscal second quarter ended March 31, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K dated April 30, 2025. Total revenue was $636.4 million, up 6% year over year (8% on a constant currency basis, per the filing). Annual Run Rate (ARR) reached $2,290 million, up 10% from $2,088 million. Operating cash flow was $281.3 million, up 12%, and free cash flow was $278.5 million, up 13%. GAAP net income was $162.6 million, with GAAP diluted EPS of $1.35 versus $0.95 a year earlier (42% growth). Non-GAAP diluted EPS was $1.79 versus $1.46 (23% growth). Management said results exceeded guidance across all metrics. PTC updated its fiscal 2025 guidance. Constant currency ARR growth is now expected at 7% to 9%, down from 9% to 10%. Revenue guidance is $2,445 million to $2,565 million, compared with the prior $2,430 million to $2,530 million. Free cash flow guidance is $840 million to $850 million, and GAAP EPS guidance is $3.78 to $4.73. Management attributed the changes to first-half results and the potential for elevated macroeconomic uncertainty in the second half. For the third quarter, the company guided to revenue of $560 million to $600 million and non-GAAP EPS of $1.05 to $1.30. On capital allocation, PTC repurchased $75 million of stock in Q2 and $150 million in the first half of fiscal 2025, and it expects to repurchase approximately $300 million for the full year, including about $75 million in each of the remaining two quarters. The filing references a $2 billion repurchase authorization. PTC retired $500 million of senior notes due in Q2. Gross debt fell to $1,393 million from $2,011 million a year earlier, and cash and cash equivalents were $235 million.

Apr 30, 2025 8-K

Leadership Changes

PTC 8-K Report, Executive Changes (Mar 13, 2025)

PTC Inc. filed this Form 8-K on March 13, 2025 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) to report the appointment of a new director. On March 9, 2025, the Board appointed Trac Pham as a director, effective March 17, 2025, and he was also named to the Audit Committee. Mr. Pham's background includes serving as Co-Chief Executive Officer of Sprinklr, Inc. from June 2024 to November 2024 and as Interim Chief Operating Officer of Sprinklr from January 2024 to June 2024. He previously served as Chief Financial Officer of Synopsys, Inc. from December 2014 to December 2022, overseeing finance, strategy, corporate business development, and information technology. He also served on Sprinklr's Board of Directors from June 2023 to November 2024. For director service, Mr. Pham will receive compensation in line with outside directors (other than the Board Chair), prorated for the current service year. This includes a $60,000 annual cash retainer, an annual RSU grant valued at approximately $250,000, and a one-time initial new director RSU grant valued at $375,000 vesting in two installments on March 15, 2026 and 2027. He will also receive a $15,000 prorated cash retainer for Audit Committee service.

Mar 13, 2025 8-K

Shareholder Matters

PTC 8-K Report, Shareholder Vote Results (Feb 13, 2025)

PTC Inc. held its Annual Meeting of Shareholders on February 12, 2025, and this Form 8-K, dated February 13, 2025, reports the voting results for three proposals. Shareholders considered the election of eight directors to serve until the 2026 Annual Meeting, an advisory say-on-pay vote on the compensation of named executive officers, and an advisory vote to confirm PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025. Each of the eight director nominees received more votes "For" than "Withheld." Paul Lacy received the fewest votes For (91,187,179) and the most Withheld (16,616,203), while Robert Bernshteyn received the most For votes (97,227,562). The say-on-pay proposal received 100,420,452 votes For, 6,925,471 Against, and 457,459 Abstentions, with 4,403,779 broker non-votes. The auditor confirmation received 100,317,323 votes For, 11,856,139 Against, and 33,699 Abstentions.

Feb 13, 2025 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Feb 5, 2025)

PTC Inc. reported results for its fiscal first quarter ended December 31, 2024 in a press release furnished as Exhibit 99.1 to this Form 8-K, filed February 5, 2025. Revenue was $565.1 million, up from $550.2 million a year earlier, and net income rose to $82.2 million from $66.4 million. Diluted EPS was $0.68 versus $0.55, and non-GAAP diluted EPS was $1.10 versus $1.11. CEO Neil Barua cited constant currency ARR growth of 11% year over year, which the company said was in line with guidance, and operating cash flow growth above 25%. Operating cash flow was $238.4 million versus $187.3 million, and free cash flow was $235.7 million versus $182.8 million. Management said it began realigning its go-to-market organization around the vertical industries it serves. For the second fiscal quarter, PTC guided to constant currency ARR growth of approximately 9.5% and free cash flow of approximately $270 million, with about $75 million of share repurchases expected in that quarter. For full fiscal 2025, the company maintained its constant currency ARR growth guidance of 9% to 10%, and it lowered its revenue guidance to $2,430 million to $2,530 million from $2,505 million to $2,605 million. It also lowered GAAP EPS guidance to $3.36 to $4.24 from $3.68 to $4.57, and non-GAAP EPS guidance to $5.30 to $6.00 from $5.60 to $6.30. Free cash flow guidance is $835 million to $850 million, and the company intends to repurchase about $300 million of stock in fiscal 2025 and retire $500 million of senior notes due in the second quarter. Cash and cash equivalents were $196.3 million at December 31, 2024, down from $265.8 million at September 30, 2024. Gross debt was $1,548 million, down from $2,267 million a year earlier. The filing also notes that the revenue guidance reflects the effects of ASC 606 accounting, and that the company expects about $20 million of go-to-market realignment outflows in fiscal 2025.

Feb 5, 2025 8-K

Leadership Changes

PTC 8-K Report, Executive Changes (Nov 26, 2024)

PTC Inc. filed a Form 8-K dated November 25, 2024 (signed November 26, 2024) under Item 5.02, Departure of Directors or Certain Officers. The filing reports that Janesh Moorjani resigned from PTC's Board of Directors on November 25, 2024. Mr. Moorjani will continue to serve on the board through November 29, 2024. According to the filing, the resignation was for personal reasons related to his recent change in employment. The filing states it was not due to any disagreement with any individual or with the Company on any matter relating to the Company's operations, policies, or practices. The filing contains no financial results, guidance, or other operational disclosures. Its primary significance for investors is the board change and the stated absence of any governance dispute.

Nov 26, 2024 8-K

Earnings & ResultsRegulation FDExhibits & Filings

PTC 8-K Report, Financial Results (Nov 6, 2024)

PTC Inc. reported results for its fourth fiscal quarter and full fiscal year ended September 30, 2024, in a press release furnished as Exhibit 99.1. Q4 2024 ARR was $2,255 million, up 14% year over year as reported and 12% on a constant currency basis. Q4 revenue was $627 million, up 15% year over year, and Q4 free cash flow was $94 million, up 113%. For the full year, revenue was $2,298 million, up 10%, and free cash flow was $736 million, up 25%. GAAP diluted EPS was $3.12 and non-GAAP diluted EPS was $5.08, versus $2.06 and $4.34 in fiscal 2023. For fiscal 2025, PTC guided to constant currency ARR growth of 9% to 10%, revenue of $2,505 million to $2,605 million, and free cash flow of $835 million to $850 million. The guidance includes approximately $20 million of outflows related to a go-to-market realignment. The Board authorized share repurchases of up to $2 billion for October 1, 2024 through September 30, 2027. PTC expects to repurchase approximately $300 million of stock in fiscal 2025, beginning in Q1, and to retire $500 million of senior notes due in Q2 2025. The filing notes that repurchase timing and amounts may change from current expectations. Gross debt was $1,753 million at September 30, 2024, down from $2,322 million a year earlier, which included a $620 million ServiceMax deferred acquisition payment paid in October 2023.

Nov 6, 2024 8-K

Material AgreementsExhibits & Filings

PTC 8-K Report, Material Agreement (Oct 7, 2024)

PTC Inc. disclosed in this Form 8-K, filed October 7, 2024, that on October 1, 2024, it and its subsidiary PTC (IFSC) Limited entered into Amendment No. 1 to the Fourth Amended and Restated Credit Agreement dated January 3, 2023, with JPMorgan Chase Bank, N.A., as Administrative Agent, and the named Lenders. The amendment addresses the "Springing Maturity Date," the date on which all amounts outstanding under the Credit Agreement would accelerate and become due if PTC's 2025 Senior Notes due February 15, 2025 remain outstanding. Under the amendment, the Springing Maturity Date will not occur on November 16, 2024, provided PTC's Available Liquidity is greater than or equal to $600 million on that date. The amendment also adds a definition of "Available Liquidity," which means cash and Cash Equivalent Investments, readily-marketable securities, and Available Revolving Commitments under the Credit Agreement. The filing reports only this amendment under Item 1.01. The full text of Amendment No. 1 is filed as Exhibit 10.1 and incorporated by reference. The filing does not describe any other terms of the amendment.

Oct 7, 2024 8-K

Leadership Changes

PTC 8-K Report, Executive Changes (Sep 12, 2024)

PTC Inc. filed a Form 8-K on September 12, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). On September 11, 2024, the Board of Directors appointed Neil Barua, the Company's existing Chief Executive Officer, to the dual positions of President and Chief Executive Officer, effective October 1, 2024. The appointment takes effect following the conclusion of Michael DiTullio's tenure as President and Chief Operating Officer of the Company on September 30, 2024. The filing indicates that Mr. Barua's compensatory arrangements remain unchanged, and that his professional experience and the material terms of those arrangements are described in Item 5.02 of PTC's Current Report on Form 8-K filed on July 26, 2023, which is incorporated by reference. For investors, the filing is a management-structure change rather than a financial disclosure: it consolidates the President and CEO roles under Mr. Barua and reflects the end of Mr. DiTullio's role as President and Chief Operating Officer. The filing does not report any change to Mr. Barua's pay.

Sep 12, 2024 8-K

Leadership Changes

PTC 8-K Report, Executive Changes (Sep 3, 2024)

PTC Inc. filed a Form 8-K on September 3, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) to report the appointment of a new director. On August 27, 2024, Robert Bernshteyn was appointed to the Board of Directors, effective September 9, 2024, and was also named to the Compensation & People Committee. Mr. Bernshteyn has been a General Partner at ICONIQ Capital, a venture capital firm, since February 2024. He previously served as Chief Executive Officer and Chair of the Board of Coupa Software Incorporated from February 2009 through May 2023, and held various positions at Success Factors Inc. and Siebel Systems, Inc. He also served on the board of Medallia, Inc. from June 2019 to October 2021. His director compensation is commensurate with that of PTC's outside directors (other than the Board Chair), prorated for the current service year. It includes an annual cash retainer of $60,000, an annual equity retainer of RSUs valued at approximately $250,000, and a one-time initial new director grant of RSUs valued at $375,000 that vests in two installments on September 15, 2025 and 2026. He will also receive a $12,500 prorated cash retainer for Compensation & People Committee service. The filing does not indicate any change in PTC's financial results or operations.

Sep 3, 2024 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Jul 31, 2024)

PTC Inc. furnished a Form 8-K on July 31, 2024 reporting results for its fiscal third quarter ended June 30, 2024 via Exhibit 99.1, a press release. Q3'24 ARR was $2,126 million, up 10% from $1,929 million a year earlier, and constant currency ARR was $2,125 million, up 12% from $1,904 million. Operating cash flow was $214 million (up 26% from $169 million) and free cash flow was $212 million (up 29% from $164 million). Revenue declined 4% year over year to $519 million from $542 million, and the company stated that revenue declined 3% on a constant currency basis. GAAP EPS was $0.57 and non-GAAP EPS was $0.98, compared with $0.51 and $0.99 a year earlier. Q3'24 GAAP and non-GAAP EPS each included a non-cash tax benefit of $0.12 and $0.08 respectively, tied to IRS procedural guidance issued in May 2024. For fiscal 2024, PTC updated its constant currency ARR guidance to $2,200 million to $2,220 million, or 11% to 12% growth, from the previous $2,200 million to $2,240 million, and maintained its free cash flow guidance of approximately $725 million. The company expects to prioritize debt paydown in FY'24 and anticipates gross debt of approximately $1.7 billion at fiscal year-end. Gross debt was $1,816 million at June 30, 2024, down from $2,365 million a year earlier, which included a $620 million ServiceMax deferred acquisition payment paid in October 2023. Cash and cash equivalents were $248 million at quarter end. CEO Neil Barua said the company delivered solid ARR and cash flow in a challenging selling environment, and CFO Kristian Talvitie said Q3 free cash flow was slightly below guidance due to timing. PTC's long-term goal is to return approximately 50% of free cash flow to shareholders via share repurchases while keeping Debt/EBITDA below 3x.

Jul 31, 2024 8-K

Leadership ChangesExhibits & Filings

PTC 8-K Report, Executive Changes (Jul 16, 2024)

PTC Inc. filed a Current Report on Form 8-K dated July 16, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements) to disclose a leadership transition tied to the company's CEO succession process. Under an agreement reached on July 14, 2024, Michael DiTullio, who has served as President and Chief Operating Officer since February 2023, will step down from that role effective September 30, 2024, and transition to a strategic advisor to the Chief Executive Officer from October 1, 2024 through June 30, 2025. For his advisory role, Mr. DiTullio will receive a salary of $412,500 for the advisory period and an RSU award valued at $3.0 million granted on October 1, 2024. The award vests in three substantially equal installments on July 15, 2025, July 15, 2026, and July 15, 2027. At the end of the advisory period, and subject to a general release of claims, he will be entitled to cash severance equal to 1x his current base salary and target bonus (a total of $1.1 million), continuation of medical, dental and vision benefits, and continued vesting of equity, all as provided under his existing Executive Agreement dated November 16, 2023. For investors, the filing is primarily a management-transition disclosure. It describes the executive's compensation and separation terms but does not describe the identity of the incoming CEO or the financial results of the company. The filing's exhibit list includes only the Inline XBRL cover page (Exhibit 104).

Jul 16, 2024 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (May 1, 2024)

PTC Inc. reported results for its fiscal second quarter ended March 31, 2024, per Exhibit 99.1 furnished under Item 2.02. Revenue was $603.1 million, up from $542.2 million a year earlier, with the filing stating an 11% year-over-year increase (12% on a constant currency basis for ARR). Reported ARR was $2,088 million versus $1,882 million, and operating cash flow and free cash flow were $251 million and $247 million, respectively, compared with $211 million and $207 million in the prior-year quarter. GAAP diluted EPS was $0.95 versus $0.53, and non-GAAP diluted EPS was $1.46 versus $1.16. Gross debt was $2,011 million, and the CFO stated the debt-to-EBITDA ratio was 2.3x at the end of Q2'24. Management narrowed its FY'24 constant currency ARR guidance to $2,200-$2,240 million (11%-13% growth, from a previous $2,190-$2,250 million) and maintained FY'24 free cash flow guidance at approximately $725 million. FY'24 revenue guidance was lowered to $2,270-$2,340 million from $2,270-$2,360 million, and GAAP EPS guidance was revised to $2.52-$3.22 from $2.42-$3.32, which the company attributed to its updated ARR range and FX impact. For Q3'24, guidance calls for constant currency ARR of $2,115-$2,130 million and free cash flow of approximately $220 million. The company updated its mid-term ARR target to low double-digit growth from the prior mid-teens target for FY'25 and FY'26, while reiterating its mid-term cash flow targets of $825-$875 million free cash flow for FY'25 and approximately $1,000 million for FY'26. The company also expects to prioritize paying down debt in FY'24, targeting gross debt of approximately $1.7 billion at fiscal year-end.

May 1, 2024 8-K

Leadership ChangesShareholder Matters

PTC 8-K Report, Executive Changes (Feb 15, 2024)

On February 14, 2024, PTC Inc. announced a CEO transition under the Board of Directors' succession plan. The Board appointed Neil Barua, the Company's CEO-Elect, as Chief Executive Officer, succeeding James Heppelmann, who stepped down from that role on the same date. The filing incorporates by reference the description of Mr. Barua's professional experience and compensatory arrangements from PTC's Current Report on Form 8-K filed on July 26, 2023. The same day, the Board also named Alice Christenson, Corporate Vice President, Finance, as Chief Accounting Officer (principal accounting officer). She has served as Corporate Vice President, Finance, since December 31, 2018, and oversees the Corporate Controller organization. She will report to Kristian Talvitie, Executive Vice President and Chief Financial Officer, who will no longer serve as principal accounting officer. At the Annual Meeting of Stockholders held on February 14, 2024, stockholders elected nine directors to serve until the 2025 Annual Meeting. They also approved, on an advisory basis, the compensation of the named executive officers, and confirmed PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024. The say-on-pay proposal drew 8,524,531 votes against, and the auditor confirmation drew 11,081,601 votes against.

Feb 15, 2024 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Jan 31, 2024)

PTC Inc. reported results for its fiscal first quarter ended December 31, 2023, with total revenue of $550.2 million, up from $465.9 million a year earlier, and GAAP net income of $66.4 million, versus $75.0 million in the prior-year quarter. Diluted GAAP EPS was $0.55 compared with $0.63, while non-GAAP diluted EPS was $1.11 compared with $0.99. Annual Recurring Revenue (ARR) was $2,057 million, up 24% as reported and 23% on a constant currency basis from $2,016 million; organic ARR grew 13% to $1,883 million. Operating cash flow was $187.3 million and free cash flow was $182.8 million, per the cash flow reconciliation in the filing. Balance sheet activity was dominated by the ServiceMax acquisition. The company paid $650 million to settle the ServiceMax deferred acquisition payment, borrowed $740 million, and acquired pure-systems for $93 million net of cash acquired. Gross debt rose to $2,267 million from $1,359 million a year earlier, and cash and cash equivalents were $265 million. Management stated it continues to de-lever, with the debt to EBITDA ratio back under 3.0x at the end of Q1, and expects to prioritize debt paydown in FY'24 and to end the year with gross debt of approximately $1.7 billion. FY'24 guidance for constant currency ARR ($2,190 to $2,250 million) and free cash flow (approximately $725 million) was unchanged, with FY'24 revenue guidance of $2,270 to $2,360 million. Q2'24 guidance calls for revenue of $560 to $590 million and non-GAAP EPS of $1.10 to $1.30. The filing also notes that Neil Barua is CEO-elect, succeeding James Heppelmann.

Jan 31, 2024 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Nov 1, 2023)

PTC Inc. reported fourth-quarter and fiscal 2023 results for the period ended September 30, 2023, as furnished in Exhibit 99.1, a press release dated November 1, 2023. Q4 ARR was $1,979 million, up 26% year over year, with organic ARR of $1,807 million, up 15%, and constant currency ARR of $1,941 million, up 23%, including the ServiceMax contribution. Operating cash flow was $50 million in Q4 (up 29%) and $611 million for FY'23 (up 40%), and free cash flow was $44 million in Q4 (up 52%) and $587 million for FY'23 (up 41%). FY'23 revenue was $2,097 million, up 8%, and GAAP diluted EPS was $2.06 versus $2.65 in FY'22. Gross debt rose to $2,322 million, including a $620 million deferred ServiceMax acquisition payment that was paid in October 2023. Management set FY'24 ARR guidance of 11% to 14% growth on a constant currency basis, to $2,190 million to $2,250 million, and expects free cash flow of approximately $725 million and revenue of $2,270 million to $2,360 million. Management also provided FY'25 and FY'26 targets, including mid-teens ARR growth and free cash flow of $825 million to $875 million in FY'25 and about $1,000 million in FY'26. Neil Barua is identified as CEO-elect. The company plans to prioritize paying down debt in FY'24 and expects gross debt of about $1.7 billion at fiscal year-end 2024, with a long-term goal of returning about 50% of free cash flow to shareholders through share repurchases, assuming Debt/EBITDA below 3x. Q4 ARR was slightly below the midpoint of the prior guidance range, which management attributed to lower in-year starts and higher-than-modeled deferred ARR at year end. Management raised the low end of its prior ARR growth range, citing approximately $20 million more deferred ARR with committed start dates in the next 12 months than at the start of FY'23. GAAP net income for FY'23 was $245.5 million, compared with $313.1 million in FY'22.

Nov 1, 2023 8-K

Other EventsExhibits & Filings

PTC 8-K Report, Corporate Update (Aug 7, 2023)

PTC Inc. disclosed in this Form 8-K, dated August 7, 2023, that it entered into an underwriting agreement on August 1, 2023, with Rockwell Automation US Holdings LLC (the Selling Stockholder) and Goldman Sachs & Co. LLC (the Underwriter). The agreement covers an underwritten secondary offering of 5,830,905 shares of PTC common stock, par value $0.01 per share. The offering was completed on August 3, 2023. Under the agreement, the Underwriter purchased the shares from the Selling Stockholder at $140.672 per share. The filing states that PTC did not receive any proceeds from the offering, so the transaction involved existing shares held by Rockwell Automation rather than new capital raised by the company. The offering was made under the company's effective Form S-3 registration statement (File No. 333-261270) and related preliminary and final prospectus supplements. The underwriting agreement includes customary representations, warranties, covenants and indemnification obligations, including for liabilities under the Securities Act of 1933. The filing notes that these representations were made solely for the benefit of the parties to the agreement and should not be relied upon as characterizations of the company's actual state of facts. The full agreement is filed as Exhibit 1.1.

Aug 7, 2023 8-K

Leadership Changes

PTC 8-K Report, Executive Changes (Aug 1, 2023)

PTC Inc. filed a Form 8-K dated August 1, 2023 under Section 5 (Corporate Governance and Management), reporting under Item 5.02 that its Board of Directors accepted the resignation of director Blake Moret, effective August 1, 2023. The filing states the resignation was submitted pursuant to the Share Purchase Agreement between PTC and Rockwell Automation Inc. dated June 11, 2018, as amended May 11, 2021, and that it followed Rockwell's ownership of PTC shares falling below 5% of PTC's outstanding shares. The event is a board-composition change rather than a financial disclosure. The filing contains no financial results, guidance, or operating metrics. Its significance for investors lies in the governance change: the departure of a director tied to a former strategic shareholder's stake, triggered by that shareholder's reduced holding under the contractual arrangement. The filing was signed by Aaron von Staats, Executive Vice President, General Counsel & Secretary, on behalf of PTC Inc.

Aug 1, 2023 8-K

Leadership ChangesExhibits & Filings

PTC 8-K Report, Executive Changes (Jul 26, 2023)

On July 26, 2023, PTC Inc. announced a planned CEO succession: Neil Barua, currently President of PTC's Service Lifecycle Management Business since the January 2023 acquisition of ServiceMax, Inc., will be appointed Chief Executive Officer effective as of the close of PTC's 2024 Annual Meeting of Stockholders, expected to be held on February 14, 2024. He will replace James Heppelmann, who will step down as CEO on that date as part of the Board's succession plan. Barua previously served as CEO of ServiceMax from April 2019 through January 2023, and as CEO of IPC Systems, Inc. from August 2014 to April 2018. In connection with his appointment as CEO-Elect, Barua's annual salary was increased to $800,000 and his target annual incentive bonus to 150% of base salary, both pro-rated for the fiscal year ending September 30, 2023. He will receive restricted stock units valued at $5 million on July 27, 2023, vesting in three substantially equal annual installments in August 2024, 2025 and 2026, and RSUs valued at $11 million in November 2023 on the same terms as other executives, and a net relocation payment of $200,000. He also entered into an Executive Agreement with change-in-control and severance protections, including, upon a change in control and subsequent qualifying termination within two years, a payment of 200% of his highest base salary and 200% of his highest applicable target bonus, plus a pro-rata target bonus, along with full equity vesting. The Board also appointed Barua as a director effective July 27, 2023, with no committee roles or director compensation, appointed Heppelmann as Chairman of the Board effective the same date, and appointed independent director Janice Chaffin as Lead Independent Director. Heppelmann's compensation remains unchanged for FY2023, and his FY2024 compensation will be set by the Compensation and People Committee alongside other executive officers.

Jul 26, 2023 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Jul 26, 2023)

PTC Inc. reported results for its fiscal third quarter ended June 30, 2023, showing strong annual recurring revenue (ARR) and cash flow. Reported ARR was $1,929 million, up 25% year over year, with organic ARR of $1,762 million, up 14%. ServiceMax contributed an additional 11 points of ARR growth, per CEO James Heppelmann. Cash from operations was $169 million (up 45%) and free cash flow was $164 million (up 46%). Quarterly revenue was $542 million, up 17% from $462 million a year earlier, and GAAP diluted EPS was $0.51 versus $0.60 a year earlier, with non-GAAP diluted EPS of $0.99 versus $0.97. PTC raised its full-year fiscal 2023 ARR constant-currency guidance midpoint and its cash flow guidance. Guidance now calls for FY'23 ARR at constant currency of $1,935 million to $1,950 million, cash from operations of approximately $605 million, and free cash flow of approximately $585 million. FY'23 revenue guidance is $2,090 million to $2,120 million. Management stated it expects to prioritize paying down debt in FY'23 and FY'24, and gross debt is expected to be about $2.3 billion at fiscal year-end. Gross debt at quarter-end was $2,365 million, including a $620 million deferred acquisition payment for ServiceMax due in October 2023. The company also announced a CEO succession plan: Neil Barua, currently President of the Service Lifecycle Management business, will succeed James Heppelmann as Chief Executive Officer at the company's annual shareholder meeting in February 2024. The filing furnishes the full earnings press release as Exhibit 99.1.

Jul 26, 2023 8-K

Leadership Changes

PTC 8-K Report, Executive Changes (Jun 5, 2023)

PTC Inc. filed this Form 8-K on June 5, 2023 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) to report the appointment of a new director. The company's board appointed Janesh Moorjani on June 1, 2023, effective June 7, 2023, and he was also named to the Audit Committee of the Board of Directors. The filing states that he has served as Chief Financial Officer and Chief Operating Officer of Elastic N.V. since May 2022, and previously as its Chief Financial Officer from August 2017 to May 2022. He is 50 years old and holds a Bachelor of Commerce from the University of Mumbai and an M.B.A. from the Wharton School of the University of Pennsylvania. The filing also details his director compensation. Mr. Moorjani will receive an annual cash retainer of $60,000, prorated for the current year and payable quarterly in arrears, and an annual equity retainer of RSUs valued at approximately $250,000 on the grant date, prorated for the year. These RSUs vest on the earlier of the 2024 Annual Meeting of Stockholders and March 15, 2024. He will also receive a one-time initial new director grant of RSUs valued at $375,000, vesting in two substantially equal installments on June 15, 2024 and June 15, 2025. For Audit Committee service, he will receive a prorated cash retainer of $15,000, payable quarterly in arrears, commensurate with other non-chair members. For investors, this is a routine board refresh event rather than a change in management or company direction. The filing reports no other items, and the compensation figures are standard director arrangements that the filing describes as commensurate with those for PTC's other outside directors.

Jun 5, 2023 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Apr 26, 2023)

PTC Inc. reported results for its fiscal second quarter ended March 31, 2023, in a press release furnished as Exhibit 99.1 under Item 2.02. Total ARR was $1,882 million, up 23% year over year, while organic ARR grew 11% and organic constant currency ARR grew 13%. Management said ServiceMax and Codebeamer added 13 points of ARR growth, bringing constant currency ARR growth to 26%. Q2 cash from operations was $211 million (up 48%) and free cash flow was $207 million (up 48%), both above the guidance ranges cited. Revenue was $542 million, up 7% (13% on a constant currency basis), while GAAP operating margin fell to 23% from 32% and GAAP diluted EPS was $0.53 versus $0.76. For fiscal 2023, PTC narrowed its constant currency ARR guidance to $1,925 million to $1,950 million (22% to 24% growth) and raised cash from operations guidance to about $600 million and free cash flow guidance to about $580 million. Revenue guidance is $2,080 million to $2,140 million. Management stated it expects to prioritize paying down debt in FY'23 and FY'24, given the interest rate environment, before returning about 50% of free cash flow to shareholders via buybacks. Gross debt rose to $2,545 million, including a $620 million deferred ServiceMax acquisition payment due in October 2023. The release also notes higher interest expense and acquisition-related charges tied to the ServiceMax acquisition, which reduced non-GAAP EPS to $1.16 from $1.39 year over year. Investors will want to track ServiceMax integration, the remaining $650 million acquisition payment due in Q1'24, and debt reduction progress.

Apr 26, 2023 8-K

Leadership ChangesShareholder MattersExhibits & Filings

PTC 8-K Report, Executive Changes (Feb 21, 2023)

PTC Inc. filed this Form 8-K on February 21, 2023 to report results from its Annual Meeting of Stockholders held February 16, 2023, and related governance and compensation actions. Stockholders approved a 6,000,000-share increase in the 2000 Equity Incentive Plan, bringing total shares available to 50,300,000, and a 2,000,000-share increase in the 2016 Employee Stock Purchase Plan, bringing total shares available to 4,000,000. All other terms of both plans are unchanged. On the same date, the Board separated the Chief Executive Officer and President roles. James Heppelmann, 58, continues as Chief Executive Officer, and Michael DiTullio, 55, was promoted to President and Chief Operating Officer. DiTullio will oversee product development, sales and marketing, customer success, strategy, and IT, and will continue to report to Heppelmann. Heppelmann's Executive Agreement was amended to reflect his new title and extend its expiration date from September 30, 2023 to September 30, 2026, with no other changes to his agreement or compensation. Stockholders elected nine directors to serve until the 2024 Annual Meeting, and approved the advisory Say-on-Pay vote on executive compensation. A majority of votes cast favored an annual Say-on-Pay vote, and PTC stated it will hold one. The stockholders also voted on confirming PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023.

Feb 21, 2023 8-K/A

Leadership Changes

PTC 8-K/A Report, Executive Changes (Feb 17, 2023)

PTC Inc. filed Amendment No. 1 to its Current Report on Form 8-K dated March 12, 2022, which reported the appointment of Amar Hanspal to the Board of Directors effective April 1, 2022. This amendment provides the committee assignments that were not yet determined when he was appointed. Under Item 5.02, the Board appointed Mr. Hanspal on February 16, 2023 to its Nominating Committee and Cybersecurity Committee. The filing states that he is independent under applicable Nasdaq rules. The filing incorporates by reference the Item 5.02 information from the March 2022 Form 8-K. The filing contains no financial results, compensation terms, or other financial figures. Its significance for investors is limited to board composition and governance, specifically the addition of an independent director to two board committees, one of which covers cybersecurity oversight.

Feb 17, 2023 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Feb 1, 2023)

PTC Inc. filed this Form 8-K on February 1, 2023 to furnish its press release (Exhibit 99.1) announcing results for its fiscal first quarter ended December 31, 2022. The company reported ARR of $1,663 million as reported, up 11% year over year, and ARR at constant currency of $1,603 million, up 15%. Organic ARR at constant currency was $1,586 million, up 14%. Cash from operations was $181 million, up 31% year over year, and free cash flow was $172 million, up 28%. Total revenue was $465.9 million versus $457.7 million a year earlier, and GAAP diluted EPS was $0.63 compared with $0.39, while non-GAAP diluted EPS was $0.99 versus $0.95. Management raised its FY'23 cash flow guidance, with cash from operations now expected at about $595 million (previously about $585 million) and free cash flow at about $575 million (previously about $565 million). It narrowed the FY'23 constant currency ARR guidance to $1,910 million to $1,960 million from the prior $1,905 million to $1,965 million range, and set Q2'23 ARR guidance at $1,790 million to $1,810 million. FY'23 revenue guidance is $2,070 million to $2,150 million. The guidance includes the ServiceMax acquisition, and the filing notes that GAAP results exclude ServiceMax purchase accounting, which is expected to have a material impact on financial statements. The company stated that, given the current interest rate environment, it expects to prioritize paying down debt in FY'23 and FY'24, deferring its long-term goal of returning approximately 50% of free cash flow to shareholders via share repurchases. Management also noted incremental signs of a softening economy in the quarter. Gross debt was $1,359 million at quarter end, and cash and cash equivalents were $388 million.

Feb 1, 2023 8-K/A

Leadership Changes

PTC 8-K/A Report, Executive Changes (Jan 13, 2023)

PTC Inc. filed Amendment No. 1 to its Current Report on Form 8-K, which amends a December 2021 report on the appointment of Michal Katz to the Board of Directors effective February 8, 2022. The amendment provides information about Ms. Katz's Board committee appointments, which had not been determined at the time of her appointment. Under Item 5.02, the filing states that on January 12, 2023, the Board appointed Ms. Katz to the Audit Committee of the Board of Directors. The filing states that Ms. Katz is independent under applicable Nasdaq rules and possesses the requisite financial experience for that role. The filing contains no financial results, guidance, or compensation disclosures. Its significance for investors is limited to governance: it confirms the composition of the Audit Committee and the independence and financial expertise of one of its members.

Jan 13, 2023 8-K

Acquisitions & DispositionsMaterial AgreementsFinancial Events+1

PTC 8-K Report, Material Agreement (Jan 3, 2023)

On January 3, 2023, PTC Inc. entered into a Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as Administrative Agent, amending and restating in its entirety its existing senior credit facility. The new facility consists of a $1.25 billion revolving credit facility, a $500 million term loan credit facility, and an incremental facility of up to the greater of $766 million and 10% of consolidated EBITDA, plus an additional amount subject to a first lien secured leverage ratio of no more than 1.75 to 1.00 on a pro forma basis. Both the revolver and term loan mature on the earlier of January 3, 2028 and a date tied to the 3.625% senior unsecured notes due 2025 unless those notes are refinanced. At closing, PTC borrowed $630 million under the revolver and the full $500 million term loan, using the proceeds to repay about $359 million under the prior facility and to fund the acquisition of ServiceMax, Inc. The credit agreement includes a total leverage ratio cap of 4.50 to 1.00, a senior secured leverage ratio cap of 3.00 to 1.00, and a minimum interest coverage ratio of 3.00 to 1.00. On the same date, PTC completed its acquisition of ServiceMax, Inc. under a Share Purchase Agreement dated November 17, 2022, paying a first purchase installment of $835 million, subject to working capital, indebtedness, cash, and transaction expense adjustments. The remaining $650 million installment is payable on October 2, 2023, without interest and not subject to contingencies. The term loan begins amortizing after the fifth full calendar quarter following funding, with quarterly payments of 0.625% for the first four payment dates and 1.25% thereafter. For investors, the filing shows a significant increase in PTC's debt, with the new borrowings of $1.13 billion combined with a deferred $650 million acquisition payment, alongside financial covenants that constrain leverage and restrict dividends and other distributions. Pricing at closing was set at 1.75% above the applicable benchmark for SOFR-based borrowings, with a 0.30% revolving commitment fee.

Jan 3, 2023 8-K

Material AgreementsRegulation FDExhibits & Filings

PTC 8-K Report, Material Agreement (Nov 17, 2022)

On November 17, 2022, PTC Inc. entered into a Share Purchase Agreement with ServiceMax JV, LP and ServiceMax, Inc. under which PTC agreed to buy all outstanding equity securities of ServiceMax, a privately held SaaS company that enables OEMs, operators and service providers to improve the productivity of their asset-centric service operations. PTC agreed to pay an aggregate of $1,458,000,000 in cash, with $808,000,000 payable at closing and $650,000,000 payable without interest on October 2, 2023, subject to customary adjustments. PTC expects to fund the deal with cash on hand, borrowings under its existing credit facility, and additional financing. The acquisition is expected to close early in the second quarter of PTC's 2023 fiscal year, subject to customary conditions including Hart-Scott-Rodino antitrust clearance, and the agreement may be terminated if the acquisition is not consummated by March 1, 2023. PTC also obtained commitments from a group of banks, led by JPMorgan Chase Bank, N.A., BofA Securities, The Huntington National Bank and TD Securities, for a $500,000,000 364-day senior secured delayed draw term loan facility, and an alternative path that includes a new $1.0 billion replacement revolving facility if the required lender consent under the existing credit agreement is not obtained. A separate engagement letter covers a new $1,250,000,000 multicurrency revolving credit facility and a $500,000,000 term loan facility, with proceeds used to pay part of the purchase price, refinance certain existing indebtedness, and, for the revolver, fund working capital and general corporate purposes. In a Regulation FD disclosure, PTC said ServiceMax is expected to contribute approximately $160 million in ARR to its Q2'23 ARR and to be accretive to its FY'23 cash flow from operations, free cash flow and adjusted free cash flow targets announced November 2, 2022. PTC confirmed its standalone FY'23 guidance and its FY'24 free cash flow target range of $700 million to $750 million, and provided FY'25 targets of mid-teens constant currency ARR growth and free cash flow of $825 million to $875 million, inclusive of the ServiceMax acquisition.

Nov 17, 2022 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Nov 2, 2022)

PTC Inc. reported fourth-quarter and full-year fiscal 2022 results for the period ended September 30, 2022, in a press release furnished as Exhibit 99.1. Full-year revenue was $1,933 million, and ARR at the end of Q4'22 was $1,572 million, up 7% as reported and up 16% on a constant currency basis. Management cited the Codebeamer acquisition in Q3'22 as adding about one point of ARR growth. Fiscal 2022 cash from operations was $435 million, up 18% year over year, and free cash flow was $416 million, up 21%. The company said currency headwinds reduced reported ARR, with foreign exchange having a $134 million negative impact on Q4'22 reported ARR. Diluted GAAP EPS was $2.65 for the year, compared with $4.03 in fiscal 2021, which had benefited from a Matterport investment gain and a U.S. valuation allowance release. Non-GAAP diluted EPS was $4.58, compared with $3.97. For fiscal 2023, PTC guided to ARR of $1,730 million to $1,790 million, representing 10% to 14% constant currency growth, and revenue of $1,910 million to $1,990 million, or (1)% to 3% growth. Free cash flow is expected to be approximately $560 million, and the company expects FY'23 organic churn of about 5.5%. For Q1'23, it guided to 14% to 15% constant currency ARR growth and free cash flow of approximately $165 million. Gross debt was $1.36 billion at the end of Q4'22, and the company repurchased $125 million of stock in fiscal 2022. Its long-term goal, assuming Debt/EBITDA is below 3x, is to return approximately 50% of free cash flow to shareholders through share repurchases.

Nov 2, 2022 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Jul 27, 2022)

PTC Inc. reported results for its fiscal third quarter ended June 30, 2022, and raised several fiscal 2022 guidance measures for the third time this year, while lowering revenue guidance due to foreign exchange headwinds. Q3'22 ARR was $1,544 million, up 9% from Q3'21, or up 15% on an organic constant currency basis (16% including the Codebeamer acquisition). Revenue was $462 million, up 6% year over year (up 12% on a constant currency basis), and net income was $70.5 million, or $0.60 per diluted share, compared with $0.43 a year earlier. Non-GAAP EPS was $0.97, versus $0.83 in Q3'21. Cash flow was a highlight: cash from operations was $117 million, up 33% year over year, and adjusted free cash flow was $132 million, up 23%. Management raised FY'22 constant currency ARR guidance to $1,660 million to $1,690 million, cash from operations guidance to about $430 million, and adjusted free cash flow guidance to about $465 million. FY'22 revenue guidance was reduced to $1,900 million to $1,950 million from $1,905 million to $1,975 million. The filing also notes a $30 million gain from the sale of a portion of the PLM service business, a $4 million ARR reduction from exiting Russia, and gross debt of $1.43 billion at quarter end.

Jul 27, 2022 8-K

Leadership Changes

PTC 8-K Report, Executive Changes (May 24, 2022)

PTC Inc. (PTC) reported two leadership changes in this Form 8-K filed May 24, 2022, both affecting its Digital Thread Business. On May 23, 2022, Michael DiTullio, previously President, Velocity Business, assumed the role of President of the Company's Digital Thread Business. Separately, on May 18, 2022, the company agreed that Troy Richardson, who had led the Digital Thread Business for the past year, will leave the company after a transition period whose length has not been determined. Under the arrangement, Mr. Richardson will receive, at the end of the transition period and subject to executing a general release of claims, the cash severance and benefits continuation provided under his Executive Agreement with the company dated November 16, 2020. The filing refers to the description of that agreement in the company's definitive proxy statement for its 2022 Annual Meeting of Shareholders, filed with the SEC on December 20, 2021. For investors, the filing is limited to management changes in one business unit. It does not disclose financial results, financial impacts, or the amount of the severance payment.

May 24, 2022 8-K

Acquisitions & DispositionsFinancial Events

PTC 8-K Report, Acquisition Completed (May 3, 2022)

PTC Inc. filed this Form 8-K to report the completion of its acquisition of Intland Software GmbH and Eger Invest GmbH. On April 29, 2022, PTC Inc., through its Irish subsidiary PTC (SSI) Designated Activity Company, closed the acquisition of all shares of both German companies under a Share Sale and Purchase Agreement dated April 19, 2022. The filing states that PTC paid approximately $284 million for Intland after closing adjustments. Of that purchase price, $264 million was borrowed by PTC under its existing credit facility. The filing incorporates by reference the terms of the purchase agreement described in PTC's Form 8-K filed April 20, 2022, and the description of the credit facility contained in its Form 8-K filed February 13, 2020. The filing also sets out the financing arrangement under Item 2.03, which covers the creation of a direct financial obligation. For investors, the key takeaways are the size of the cash outlay, the largely debt-funded nature of the deal, and the fact that the terms are documented in previously filed reports rather than in this filing itself.

May 3, 2022 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Apr 27, 2022)

PTC Inc. furnished a Form 8-K on April 27, 2022 reporting results for its second fiscal quarter ended March 31, 2022, and raising its fiscal 2022 guidance for ARR, free cash flow and revenue. Q2'22 revenue was $505 million versus $462 million in Q2'21, a 9% increase (13% on a constant currency basis). ARR was $1,532 million, up 11% year over year, or $1,564 million and up 13% on a constant currency basis, above the company's guidance of $1,540 million to $1,550 million. Cash from operations was $142 million and adjusted free cash flow was $158 million, up 22% year over year. GAAP operating margin was 32% versus 22% a year earlier, and GAAP diluted EPS was $0.76 versus $0.92, reflecting a non-cash charge on a publicly traded equity investment that was sold in the quarter. For fiscal 2022, PTC now expects ARR at constant currency of $1,640 million to $1,665 million (12% to 13% growth), revenue of $1,905 million to $1,975 million, and free cash flow of about $405 million. Management cited a $34 million foreign exchange headwind to ARR guidance (previously $13 million) and the exit from its Russia business, which reduced ARR by $4 million in the quarter. The company plans to focus on de-levering for the rest of the year, with gross debt of $1.28 billion at quarter end, and intends to return about 50% of free cash flow to shareholders via buybacks in fiscal 2023 if Debt/EBITDA is below 3x. The filing states that the full press release is furnished as Exhibit 99.1 and that the company is hosting a conference call on April 27, 2022 at 5:00 pm ET to discuss the results.

Apr 27, 2022 8-K

Material AgreementsExhibits & Filings

PTC 8-K Report, Material Agreement (Apr 20, 2022)

On April 19, 2022, PTC Inc. agreed to acquire all shares of Intland Software GmbH and Eger Invest GmbH from their German sellers through PTC (SSI) Designated Activity Company, a PTC subsidiary registered in Ireland, under a Share Sale and Purchase Agreement (SPA). Intland Software develops and markets the Codebeamer Application Lifecycle Management (ALM) family of software products, including a next-generation, cloud-ready, fully integrated offering. The cash purchase price payable to the Sellers at closing is approximately $280,000,000, subject to adjustments for cash, net debt, working capital deviation and certain transaction expenses. PTC expects to draw on its credit facility to fund the acquisition. Closing is subject to specified conditions in the SPA, primarily relating to the change of the fiscal year of Eger Invest. The parties expect the transaction to close in the third quarter of PTC's 2022 fiscal year. Warranties relating to business operations are covered by a W&I insurance policy with coverage of EUR50 million, with no further recourse against the Sellers. The Sellers have assumed personal liability for customary fundamental warranties, tax warranties and certain specific indemnities described in the SPA. The filing notes that closing expectations and the source of funds are forward-looking and subject to risks, including that closing conditions may not be satisfied as expected or may be waived, and that PTC may be unable to draw on its existing credit facility to fund the purchase price.

Apr 20, 2022 8-K

Leadership Changes

PTC 8-K Report, Executive Changes (Mar 15, 2022)

PTC Inc. filed this Form 8-K on March 15, 2022 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on March 12, 2022, the Board of Directors appointed Amar Hanspal as a director, effective April 1, 2022. The filing describes Mr. Hanspal's background: he was Chief Executive Officer of Bright Machines, Inc. from May 2018 to December 2021, a company focused on factory automation combining robotics, machine vision and machine learning software. Earlier, he served as co-CEO at Autodesk from February 2017 to June 2017 and as Chief Product Officer from November 2011 to February 2017, among other Autodesk roles. He holds a B.S. and M.S. in mechanical engineering and is 58 years old. His director compensation is stated to be commensurate with that of outside directors (other than the Board Chair), prorated for 2022 Board service. It includes an annual cash retainer of $51,800, payable quarterly in arrears, an annual equity retainer of RSUs valued at approximately $215,753 on the grant date, and a one-time onboarding grant of RSUs valued at $375,000. The annual RSUs vest on the earlier of the 2023 Annual Meeting of Stockholders and March 15, 2023; the onboarding RSUs vest in two substantially equal installments on the first and second anniversaries of the grant date. Committee assignments will be determined later.

Mar 15, 2022 8-K

Shareholder MattersExhibits & Filings

PTC 8-K Report, Shareholder Vote Results (Feb 7, 2022)

PTC Inc. filed this Form 8-K on February 7, 2022 to report the results of its Annual Meeting of Stockholders, held on January 31, 2022. Three proposals were put to a vote: the election of eight directors to serve until the 2023 Annual Meeting, an advisory say-on-pay vote on named executive officer compensation, and an advisory vote to confirm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the current fiscal year. All eight director nominees were elected. Vote totals ranged from 85.85 million to 103.15 million votes for, with the most contested result being Janice Chaffin, who received 85,850,129 for and 18,568,032 withheld, and Paul Lacy, who received 89,380,270 for and 15,037,891 withheld. Broker non-votes were 4,250,345 for each director. The say-on-pay proposal received 94,712,032 votes for, 9,541,541 against, and 164,588 abstentions, with 4,250,345 broker non-votes. The auditor ratification received 97,053,432 votes for, 11,591,092 against, and 23,982 abstentions. The filing contains no financial results, guidance, or transaction disclosures. Its investor relevance is limited to shareholder sentiment: the say-on-pay and director votes show meaningful opposition, and the filing includes only the Inline XBRL cover page exhibit (Exhibit 104).

Feb 7, 2022 8-K/A

Earnings & ResultsExhibits & Filings

PTC 8-K/A Report, Financial Results (Jan 27, 2022)

PTC Inc. (NASDAQ: PTC) reported results for its fiscal first quarter ended December 31, 2021, in Exhibit 99.1, a press release dated January 26, 2022. Annual Recurring Revenue (ARR) was $1,496 million, up 12% from Q1'21, and $1,507 million on a constant currency basis, up 16%, above guidance of $1,500 million. Organic constant currency growth was 11%. Total revenue was $457.7 million, up from $429.0 million, and GAAP operating margin fell to 13.6% from 21.1%, mainly because of $34.0 million of restructuring and other charges. Non-GAAP operating margin was 34.5%, compared with 35.8% a year earlier. GAAP diluted EPS was $0.39, versus $0.20, and non-GAAP diluted EPS was $0.95, versus $0.97. Cash flow from operations was $137.7 million, free cash flow was $134.4 million, and adjusted free cash flow was $144.9 million. Cash and cash equivalents were $296.1 million at quarter-end, and gross debt was $1.45 billion. The company repurchased $120 million of stock in the quarter. Management raised the low end of its FY'22 constant currency ARR and revenue guidance, and it reduced the range for its total restructuring charge to $40 to $45 million, from $45 to $50 million. It continues to expect approximately $430 million of cash from operations, $400 million of free cash flow, and $450 million of adjusted free cash flow for FY'22. The company plans to de-lever for the rest of FY'22 and, assuming Debt/EBITDA is below 3x, to return about 50% of free cash flow to shareholders through repurchases from FY'23. This amendment, Amendment No. 1 to the Form 8-K, was filed solely to update the description under Item 2.02, Results of Operations and Financial Condition. The company also held an equity investment in Matterport, Inc. valued at $87 million at December 31, 2021, and recorded a $9.8 million gain on it in the quarter.

Jan 27, 2022 8-K

Earnings & ResultsExhibits & Filings

PTC 8-K Report, Financial Results (Jan 26, 2022)

PTC Inc. filed this Form 8-K on January 26, 2022 to furnish a press release (Exhibit 99.1) announcing results for its first fiscal quarter 2022, ended December 31, 2021. The company reported constant currency ARR growth of 16% to $1.51 billion, with ARR of $1,496 million, up 12% versus Q1'21, and cash flow from operations of $138 million (adjusted free cash flow of $145 million). Revenue was $458 million, up 7% (8% in constant currency), while GAAP operating margin fell to 14% from 21% in the prior-year quarter, driven by $34 million of restructuring expense. GAAP diluted EPS was $0.39 versus $0.20 a year earlier, and non-GAAP EPS was $0.95 versus $0.97. Management raised the low end of its FY'22 constant currency ARR and revenue guidance and reaffirmed full-year cash flow targets of approximately $430 million of cash from operations, $400 million of free cash flow, and $450 million of adjusted free cash flow. The company is reducing its total restructuring charge range to $40 to $45 million, and it plans to focus on de-levering in FY'22. Beginning in FY'23, assuming Debt/EBITDA is below 3x, it targets returning approximately 50% of free cash flow to shareholders via share repurchases. Gross debt was $1.45 billion at the end of Q1'22, and cash and equivalents were $296 million.

Jan 26, 2022 8-K

Leadership Changes

PTC 8-K Report, Executive Changes (Dec 13, 2021)

PTC Inc. filed a Form 8-K on December 13, 2021 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) to announce the appointment of Michal Katz to its Board of Directors. Her appointment takes effect February 8, 2022. Ms. Katz, age 54, has served as head of corporate investment banking for the Americas at Mizuho Financial Group, Inc. since November 2019. Her earlier roles include Managing Director and Co-Head of the Global Technology Investment Banking Group at RBC Capital Markets, LLC, Managing Director and Global Head, Software, at Barclays Capital Inc., and Managing Director and other roles at Lehman Brothers Inc. The filing states that Ms. Katz's director compensation will be set in February 2022 alongside compensation for all directors for that year, and is expected to be commensurate with that of outside directors other than the Board Chair. For the 2021 Board service year, non-Chair outside directors received a cash retainer of $60,000 and an equity retainer of RSUs valued at approximately $250,000 on the grant date, generally vesting on the one-year anniversary of grant. Ms. Katz is also expected to receive a one-time onboarding RSU grant valued at 1.5 times her annual equity retainer, vesting in two substantially equal installments on the first and second anniversaries of grant. Her committee assignments will be determined at a later date. For investors, this is a board refresh event rather than a change in management or financial condition. The filing contains no financial results, guidance, or operational developments.

Dec 13, 2021 8-K

Earnings & ResultsLeadership ChangesFinancial Events+1

PTC 8-K Report, Financial Results (Nov 3, 2021)

PTC Inc. reported fiscal fourth quarter and full year 2021 results for the period ended September 30, 2021, and announced a workforce and facility restructuring to accelerate its transition to SaaS. Fiscal 2021 ARR was $1.47 billion, up 16% (16% in constant currency), and organic ARR growth was 11% in Q4'21. FY'21 revenue was $1,807 million versus $1,458 million in FY'20, growth of 24% (20% in constant currency). Net income for FY'21 was $476.9 million, or $4.03 diluted EPS, versus $1.12 in FY'20, with the increase aided by a $69 million gain on the Matterport, Inc. investment and a $137 million release of the U.S. valuation allowance in Q4'21. Non-GAAP EPS for FY'21 was $3.97 versus $2.57 in FY'20. PTC committed on November 3, 2021 to a restructuring plan expected to result in charges of approximately $45 million to $50 million, mostly employee termination benefits, recorded primarily in the first fiscal quarter ending December 31, 2021. Cash expenditures tied to this plan are expected to be a similar $45 million to $50 million, mainly paid in Q1 with the remainder in fiscal Q2 and Q3 of 2022. Management also anticipates about $5 million of cash expenditures in FY22 related to prior restructuring actions. Management guided FY22 ARR of $1,615 million to $1,660 million (10% to 13% growth), cash from operations of about $430 million, free cash flow of about $400 million, and revenue of $1,850 million to $1,975 million. The filing also reports that Troy Richardson, Executive Vice President and Chief Operating Officer, was promoted to President, Digital Thread Solutions, effective November 3, 2021. Year-end cash and cash equivalents were $326.5 million against total debt, net of deferred issuance costs, of $1.44 billion.

Nov 3, 2021

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