PTC · PTC

411 filings

PTC SEC Filings

PTC - 411 total filings

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

Showing 1–50 of 411 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 10-Q

PTC Quarterly Report for Q3 Ended Jun 30, 2026

PTC Inc. reported third-quarter fiscal 2026 results (quarter ended June 30, 2026) with total revenue of $600.0 million, down from $643.9 million in the prior-year quarter, and net income of $118.8 million, or $1.03 diluted EPS, versus $141.3 million and $1.17 a year earlier. The filing attributes the revenue decline to the Q2'26 divestiture of the Kepware and ThingWorx businesses and to lower license revenue from the shortened duration of a single large contract renewal and expansion. Operating income was $166.5 million, and the company reports ARR of $2.41 billion, flat with the prior year, with ARR excluding divested businesses growing 7% (9% constant currency). Management's non-GAAP diluted EPS for the quarter was $1.58. For the nine months, net income was $876.0 million, or $7.43 diluted EPS, boosted by a $462.6 million gain on the Kepware and ThingWorx sale recorded in other income. Total revenue rose to $2.06 billion from $1.85 billion, and recurring revenue reached $1.98 billion. Cash provided by operating activities was $851.3 million and free cash flow was $835.0 million for the nine months. The company returned substantial capital to shareholders, repurchasing $1,326.2 million of common stock in the nine months, including a $375 million accelerated share repurchase funded by divestiture proceeds, and it has repurchased a further $273.7 million in July 2026. Balance sheet leverage increased over the period. Total debt rose to $1.43 billion at June 30, 2026 from $1.20 billion at September 30, 2025, with the credit facility revolver balance at $475.0 million. Shareholders' equity declined to $3.47 billion from $3.83 billion as buybacks exceeded earnings, and the company's cash balance increased to $351.5 million. Management states it was in compliance with all covenants and expects existing cash, operating cash flow and credit facility availability to meet requirements for at least the next twelve months.

Jul 31, 2026 8-K

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 10-Q

PTC Quarterly Report for Q2 Ended Mar 31, 2026

PTC Inc. reported fiscal second-quarter 2026 (quarter ended March 31, 2026) total revenue of $774.3 million, up 22% (15% in constant currency) from $636.4 million a year earlier. License revenue rose to $362.7 million from $254.4 million, while support and cloud services revenue reached $387.6 million. Recurring revenue was $743.4 million, and the filing states that approximately 95% of 2025 and 2026 year-to-date revenue was recurring. Annual Run Rate (ARR) was $2.36 billion, up 3% (1% in constant currency). Excluding the divested Kepware and ThingWorx businesses from the prior-year period, ARR growth was 11% (8.5% in constant currency). Operating income was $295.8 million, and GAAP diluted earnings per share were $4.98, compared with $1.35 a year earlier. The results include a $462.6 million gain on the sale of Kepware and ThingWorx, which closed on March 13, 2026, and the related $102.4 million tax expense. For the six months ended March 31, 2026, net income was $757.2 million and diluted EPS was $6.35. Net cash provided by operating activities was $590.7 million, and free cash flow was $585.7 million. The divestiture generated $523.3 million of cash proceeds in the quarter, and total consideration was $530.8 million. Management reported non-GAAP operating margin of 53.0% for the quarter, compared with 47.0% a year earlier. Operating expenses rose 19% in the quarter, driven in part by $27 million of divestiture charges within General and administrative expense. Capital returns were significant. The company repurchased $826.2 million of common stock in the first half of fiscal 2026, including a $375 million accelerated share repurchase agreement entered into in March 2026. Of that amount, $75 million is held back pending final settlement, expected in the third quarter of 2026. Total debt was unchanged at $1.20 billion, and the company was in compliance with its credit facility and senior notes covenants. Cash and cash equivalents rose to $439.1 million from $184.4 million at September 30, 2025.

May 7, 2026 8-K

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

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

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 10-Q

PTC Quarterly Report for Q1 Ended Dec 31, 2025

PTC Inc. reported its first-quarter fiscal 2026 results (three months ended December 31, 2025) in this Form 10-Q. Total revenue rose to $685.8 million from $565.1 million a year earlier, with license revenue of $269.7 million versus $172.8 million, and recurring revenue of $657.3 million versus $524.3 million. Operating income was $221.1 million compared with $115.5 million, and net income was $166.5 million, or $1.39 per diluted share, compared with $82.2 million, or $0.68 per diluted share. ARR was $2.49 billion, up 13% (8% in constant currency) from a year earlier. The filing states the company grew Non-GAAP operating margin to 45.1% from 33.9%. During the quarter PTC repurchased 1.1 million shares for $200 million and generated operating cash flow of $269.7 million and free cash flow of $267.4 million. Total debt was unchanged at $1.20 billion, and the company had $209.7 million of cash and cash equivalents at quarter end. Remaining repurchase authorization under the $2 billion program was $1.50 billion as of December 31, 2025. PTC entered into an agreement on November 5, 2025 to sell its Kepware and ThingWorx businesses to a TPG-affiliated buyer for $600 million in cash, subject to adjustments, plus contingent consideration of up to $125 million. The transaction is expected to close on or before April 1, 2026, and the company expects to use the after-tax proceeds to repurchase shares. Both businesses' assets and liabilities are classified as held for sale.

Feb 5, 2026 8-K

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

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 10-K

PTC Annual Report, Year Ended Sep 30, 2025

PTC Inc. reported fiscal 2025 (year ended September 30, 2025) as a strong year on its subscription model, with 95% of 2025 revenue recurring in nature. ARR grew 10% (8.5% constant currency) to $2.48 billion, total revenue grew 19% to $2.74 billion, and diluted earnings per share rose 95% to $6.08. Operating income was $982.4 million versus $588.1 million in fiscal 2024, and net income was $734.0 million. Cash provided by operating activities was $868 million and free cash flow was $857 million, both up 16%. The filing notes that revenue and margins can swing under ASC 606 because on-premises subscription license revenue is recognized up front, so reported results may not track ARR or cash flow period to period. The company's balance sheet and capital allocation were active during the year. Total debt was $1.20 billion at September 30, 2025, down from $1.75 billion, after the 2025 senior notes were redeemed and net debt repayments of $553 million were made. PTC repurchased $300 million of stock in fiscal 2025 under a $2 billion authorization running through September 30, 2027, and expects to repurchase roughly $150 to $250 million per quarter in fiscal 2026. On November 5, 2025, PTC agreed to sell its Kepware and ThingWorx businesses to an affiliate of TPG for up to $725 million, including up to $600 million at closing, with the transaction expected to close in the first half of calendar 2026. The filing also discloses an unrecognized tax benefit of $109 million tied to an IRS consent received in October 2025, which will be released in the first quarter of fiscal 2026. The auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on the financial statements and on internal control over financial reporting as of September 30, 2025. Legal proceedings are described as immaterial, and the filing reports no material weaknesses.

Nov 21, 2025 8-K

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

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

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 10-Q

PTC Quarterly Report for Q3 Ended Jun 30, 2025

PTC Inc. reported third-quarter fiscal 2025 total revenue of $643.9 million, up from $518.6 million a year earlier, and net income of $141.3 million, compared with $69.0 million. Diluted earnings per share were $1.17, versus $0.57. Gross margin rose to $533.9 million from $406.7 million, and operating income increased to $209.8 million from $95.8 million. Recurring revenue reached $613.6 million, and ARR grew 14% (9% in constant currency) to $2.42 billion. Management attributed software revenue growth to higher total value and longer average duration of contracts that renewed in the period, and noted that under ASC 606 revenue timing can vary significantly. For the nine months ended June 30, 2025, net cash provided by operating activities was $763.7 million, and free cash flow was $756.2 million. During the quarter, PTC repaid $157 million of debt and repurchased $75 million of common stock. In the second quarter it redeemed its $500 million 3.625% senior notes due 2025 using a draw on its revolving credit facility and cash on hand. Total debt stood at $1,236.3 million at June 30, 2025, down from $1,752.6 million at September 30, 2024. Management intends to repurchase approximately $300 million of common stock in fiscal 2025. The filing also flags risks, including a pending IRS consent request for an accounting method change. If consent is not received, the filing states this would have a material adverse impact on cash flow in the year of denial. The company was in compliance with its debt covenants at June 30, 2025. The One Big Beautiful Bill Act, enacted July 4, 2025, is expected to provide material positive cash impact in fiscal 2026 and 2027, although the company's review is not yet complete.

Jul 31, 2025 8-K

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 10-Q

PTC Quarterly Report for Q2 Ended Mar 31, 2025

PTC Inc. reported second-quarter fiscal 2025 results (three months ended March 31, 2025) with total revenue of $636.4 million, up from $603.1 million a year earlier, and net income of $162.6 million, or $1.35 per diluted share, compared with $114.4 million, or $0.95 per diluted share, in the prior-year quarter. Operating income rose to $223.5 million from $179.6 million, and operating margin was 35.1% versus 29.8%. ARR grew 10% to $2.29 billion. Cash provided by operating activities for the six months was $519.7 million, compared with $438.1 million a year earlier. Balance sheet activity was dominated by debt reduction and share repurchases. Total debt fell to $1.39 billion from $1.75 billion at September 30, 2024, as the company redeemed its $500 million 3.625% senior notes due 2025 using a draw on its revolving credit facility and cash on hand. The company repurchased $150.0 million of common stock in the first six months, and it states that it intends to repurchase approximately $300 million of common stock in fiscal 2025. Cash and cash equivalents were $235.2 million at March 31, 2025. Remaining performance obligations totaled $2.28 billion, of which the company expects to recognize approximately 59% over the next 12 months. The filing also notes a $4.2 million impairment and other charge in the quarter related to the sublease of part of the company's Boston office. Management attributes the decline in operating expenses in the quarter largely to temporary cost reductions from its go-to-market realignment, and it cites macroeconomic uncertainty related to global trade tensions and tariffs. Management states that it believes existing cash and credit facility availability will be sufficient to meet its requirements for at least the next twelve months.

May 1, 2025 8-K

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

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

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 10-Q

PTC Quarterly Report for Q1 Ended Dec 31, 2024

PTC Inc. reported first-quarter fiscal 2025 results (three months ended December 31, 2024) in this Form 10-Q. Total revenue rose to $565.1 million from $550.2 million, and net income was $82.2 million, or $0.68 diluted EPS, compared with $66.4 million, or $0.55, a year earlier. Operating income was $115.5 million versus $118.7 million, with management attributing the decline mainly to costs tied to its go-to-market realignment. Interest expense fell to $22.0 million from $35.3 million on lower aggregate debt. Cash provided by operating activities was $238.4 million, up from $187.3 million, and free cash flow was $235.7 million versus $182.8 million. ARR grew 7% (11% in constant currency) to $2.21 billion. Recurring revenue was $524.3 million, and support and cloud services revenue increased to $361.0 million, while license revenue declined to $172.8 million from $184.0 million, reflecting the timing and value of large contract renewals. The balance sheet shows total debt of $1.55 billion, down from $1.75 billion at September 30, 2024. The company repurchased 0.4 million shares for $75 million during the quarter, and $524.9 million of debt is classified as current, including $499.9 million of 3.625% senior notes due February 2025, which the company intends to redeem using cash on hand and a revolver draw. The filing also discloses an Executive Agreement with Robert Dahdah, Executive Vice President and Chief Revenue Officer, that includes change-in-control and termination protections. Non-GAAP operating margin was 33.9% compared with 36.2% in the prior-year quarter.

Feb 6, 2025 8-K

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

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 10-K

PTC Annual Report, Year Ended Sep 30, 2024

PTC Inc. reported fiscal 2024 (year ended September 30, 2024) revenue of $2.30 billion, up 10% (9% in constant currency) from $2.10 billion in fiscal 2023, with software revenue of $2.17 billion and professional services of $132.2 million. Annual Run Rate (ARR), the company's key operating measure, grew 14% (12% constant currency) to $2.25 billion. The company states that 93% of 2024 revenue was recurring in nature, reflecting its subscription model. Growth was helped by the ServiceMax acquisition in early fiscal Q2 2023, and the company also acquired pure-systems for $93.5 million in October 2023. Profitability improved meaningfully. GAAP operating income rose 28% to $588.1 million, with operating margin of 25.6% versus 21.9% a year earlier. GAAP diluted EPS was $3.12, compared with $2.06, and non-GAAP diluted EPS was $5.08, compared with $4.34. Cash provided by operating activities increased 23% to $750.0 million, and free cash flow reached $735.6 million. The effective tax rate fell to 20% from 26%, aided by a $14.4 million foreign tax credit benefit from a U.S. Tax Court ruling. The balance sheet carries significant leverage. Gross debt was $1.75 billion at year-end, with a weighted average interest rate of 5.1%, against cash of $266 million. The company must redeem its $500 million 3.625% Senior Notes due February 2025, and it expects to repurchase approximately $300 million of stock in fiscal 2025 under a $2 billion authorization covering October 2024 through September 2027.

Nov 14, 2024 8-K

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

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

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

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 10-Q

PTC Quarterly Report for Q3 Ended Jun 30, 2024

PTC Inc. reported results for its fiscal third quarter and first nine months of fiscal 2024 (ended June 30, 2024) in this Form 10-Q. Total revenue for the quarter was $518.6 million, down from $542.3 million a year earlier, driven by lower on-premises subscription license revenue due to shorter contract durations and a higher proportion of ratably recognized SaaS contracts. Diluted EPS rose to $0.57 from $0.51, primarily because of a non-cash tax benefit tied to IRS procedural guidance issued in May 2024 and lower total expenses. Operating income for the quarter was $95.8 million versus $109.9 million, and net income was $69.0 million versus $61.4 million. For the nine months, total revenue was $1,671.9 million compared with $1,550.4 million, and operating income was $394.1 million compared with $337.3 million. Management reported ARR of $2,126.1 million, up 10% (12% in constant currency) from a year earlier. Cash provided by operating activities for the nine months was $651.9 million, and free cash flow was $642.0 million, based on the company's non-GAAP reconciliation. On the balance sheet, total debt stood at $1,815.8 million at June 30, 2024, with $518.1 million classified as current, including $499.3 million tied to the 2025 senior notes that become due in February 2025. The company used $620.0 million in cash during the period to settle the deferred ServiceMax acquisition payment, funded partly through net revolver borrowings. Management expects to use substantially all operating cash flow for the rest of fiscal 2024 to repay revolver debt.

Aug 2, 2024 8-K

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

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 10-Q

PTC Quarterly Report for Q2 Ended Mar 31, 2024

PTC Inc.'s second-quarter fiscal 2024 results (quarter ended March 31, 2024) showed revenue of $603.1 million, up 11% (11% in constant currency) from $542.2 million a year earlier. Net income was $114.4 million, or $0.95 per diluted share, compared with $63.5 million, or $0.53, in the prior-year quarter. Operating income was $179.6 million, and operating margin rose to 29.8% from 22.6%, which the company attributes to higher revenue, continued operating discipline, and lower acquisition- and transaction-related costs. Annual Run Rate (ARR) reached $2.09 billion, up 11% (12% in constant currency), with growth in both the CAD and PLM product groups across all regions. Cash flow was strong. Cash provided by operating activities grew 19% to $251 million in the quarter, and free cash flow grew 19% to $247 million. For the first six months, operating cash flow was $438.1 million, versus $391.9 million a year earlier. The company settled the $620.0 million ServiceMax deferred acquisition payment in the period and acquired pure-systems GmbH for $93.5 million, net of cash acquired. These outlays were funded largely by net borrowings on the revolving credit facility. Total debt was $2,010.9 million at March 31, 2024, against cash and cash equivalents of $249.0 million. The company expects to use substantially all operating cash flow over the rest of fiscal 2024 to repay revolver borrowings. Of $514.7 million of debt classified as current, $499.1 million relates to the 3.625% senior notes due in 2025. The company also reported a $2.0 million impairment on a Level 3 convertible note, a non-cash $3.6 million tax reserve charge in a foreign jurisdiction, and the first phase of a new corporate ERP implementation during the quarter. Management stated that its disclosure controls were effective as of March 31, 2024. Remaining performance obligations totaled $2,053.5 million, with approximately 60% expected to be recognized over the next 12 months.

May 3, 2024 8-K

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

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 10-Q

PTC Quarterly Report for Q1 Ended Dec 31, 2023

PTC Inc. filed its Form 10-Q for the quarter ended December 31, 2023 (first quarter of fiscal 2024). Total revenue rose to $550.2 million from $465.9 million in the prior-year quarter, with total recurring revenue of $506.0 million and ARR of $2,057.2 million, up 24% (23% in constant currency). Management attributes ARR growth largely to the ServiceMax acquisition, which closed in Q2 2023, alongside organic growth in both the CAD and PLM product groups. Organic ARR grew 13% year over year to $1.88 billion. Profitability was mixed. Operating income increased to $118.7 million from $104.9 million, but net income declined to $66.4 million from $75.0 million, and diluted EPS fell to $0.55 from $0.63. Interest and debt premium expense more than doubled to $35.3 million from $16.4 million, reflecting higher debt balances and interest rates. The effective tax rate rose to 22% from 13%, including a $3.6 million non-cash tax reserve charge in a foreign jurisdiction. Non-GAAP diluted EPS was $1.11 versus $0.99. Cash from operations was $187.3 million, and free cash flow was $182.8 million. Balance sheet leverage increased substantially. Total debt rose to $2,266.5 million from $1,702.0 million, driven by borrowings under the revolving credit facility used to settle the $650.0 million ServiceMax deferred acquisition payment and to fund the $93.5 million pure-systems acquisition completed in October 2023. Management expects to use substantially all operating cash flow over the rest of fiscal 2024 to repay revolver borrowings.

Feb 2, 2024 8-K

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 10-K

PTC Annual Report, Year Ended Sep 30, 2023

PTC Inc. reported fiscal 2023 (year ended September 30, 2023) total revenue of $2.10 billion, up 8% from $1.93 billion in fiscal 2022 (12% in constant currency). Growth was driven mainly by the ServiceMax and Codebeamer acquisitions. Annual Run Rate (ARR) grew 26% to $1.98 billion, and organic ARR, excluding ServiceMax, grew 15% to $1.81 billion. Net income fell to $245.5 million, or $2.06 diluted EPS, from $313.1 million and $2.65 a year earlier. Non-GAAP diluted EPS was $4.34, versus $4.58 in fiscal 2022. Operating income rose 2% to $458.5 million, and operating margin was 21.9% versus 23.1%. Cash flow from operations was $610.9 million, up from $435.3 million, and free cash flow was $587.0 million, up from $415.8 million. The company reports over 90% of annual revenues as recurring. Cash and cash equivalents ended at $288.1 million. Gross debt was $1.70 billion at a weighted average rate of 5.2%, and interest expense rose to $129.4 million from $54.3 million, reflecting ServiceMax-related borrowings. The filing notes a $620 million deferred ServiceMax payment liability, and a $650 million installment was paid in October 2023 using a revolver draw. In October 2023 the company also acquired pure-systems GmbH for approximately $98 million. The filing describes significant risks, including cybersecurity exposure, reliance on third-party cloud providers, increased leverage, and an uncertain tax position charge of $21.8 million related to transfer pricing in a foreign jurisdiction. Management's internal control assessment concluded that controls were effective, with ServiceMax excluded from that assessment.

Nov 20, 2023 8-K

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

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 10-Q

PTC Quarterly Report for Q3 Ended Jun 30, 2023

PTC Inc. reported results for the third quarter and first nine months of fiscal 2023 (quarter ended June 30, 2023). Total revenue for the quarter was $542.3 million, up from $462.5 million a year earlier, and net income was $61.4 million, or $0.51 per diluted share, compared with $70.5 million, or $0.60 per diluted share, in the prior-year quarter. Management attributed revenue growth primarily to the ServiceMax acquisition, which closed on January 3, 2023 for a purchase price of $1,448.2 million net of cash acquired. ARR reached $1,928.7 million, up 25% year over year, with organic ARR growing 14% to $1.76 billion. Cash flow from operations was $169.2 million in the quarter and $561.1 million for the nine months. The company's balance sheet shifted materially with the acquisition. Total debt was $1,745.0 million at June 30, 2023, compared with $1,359.0 million at September 30, 2022, and PTC recorded a $620.0 million liability for the deferred ServiceMax payment of $650.0 million due October 2, 2023. Management stated it expects to use a substantial portion of operating cash flow to repay the credit facility revolver and make the deferred payment, and that it does not expect to repurchase shares during the remainder of fiscal 2023 or in fiscal 2024. Interest and debt premium expense rose to $35.8 million in the quarter from $13.8 million a year earlier. Operating income increased to $109.9 million from $80.0 million, while the prior-year quarter included a $29.8 million gain on the sale of a portion of the PLM services business. Non-GAAP operating income was $185.0 million, and non-GAAP diluted EPS was $0.99 versus $0.97. Management noted that professional services revenue is expected to continue trending down as the company shifts delivery to partners.

Aug 4, 2023 8-K

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

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

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

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 10-Q

PTC Quarterly Report for Q2 Ended Mar 31, 2023

PTC Inc. reported results for the second quarter and first six months of fiscal 2023 (ended March 31, 2023). Total revenue for the quarter was $542.2 million compared with $505.2 million a year earlier, and operating income was $122.5 million versus $159.2 million. Net income was $63.5 million, or $0.53 per diluted share, compared with $89.7 million, or $0.76 per diluted share, in the prior-year quarter. The filing attributes the decline in operating income mainly to higher costs tied to the ServiceMax acquisition, including stock-based compensation, intangibles amortization, and acquisition and transaction-related charges. Interest and debt premium expense rose to $41.5 million from $12.2 million, reflecting the financing of the acquisition. PTC closed its acquisition of ServiceMax, Inc. on January 3, 2023 for a purchase price of $1,448.2 million, net of cash acquired. The company paid a first installment of $828.2 million at closing, and a remaining $650.0 million installment (recorded at a $620.0 million fair value) is payable on October 2, 2023. Total debt rose to $1.925 billion at March 31, 2023 from $1.359 billion at September 30, 2022, and the filing states that the company expects to use a substantial portion of operating cash flow to repay its revolving credit line and make the deferred ServiceMax payment, and that it does not expect to repurchase shares in the remainder of fiscal 2023 or in fiscal 2024. Operating cash flow for the first six months was $391.9 million versus $280.1 million a year earlier, and the company reported ARR of $1.88 billion at the end of the quarter, up 23% (26% in constant currency) from a year earlier, including contributions from ServiceMax. The filing notes that organic constant currency ARR growth was 13% year over year. Non-GAAP diluted earnings per share for the quarter was $1.16, compared with $1.39 in the prior-year quarter.

May 3, 2023 8-K

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

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

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 10-Q

PTC Quarterly Report for Q1 Ended Dec 31, 2022

PTC Inc. reported first-quarter fiscal 2023 results (quarter ended December 31, 2022) with total revenue of $465.9 million, up from $457.7 million a year earlier, and GAAP net income of $75.0 million, or $0.63 per diluted share, versus $46.1 million, or $0.39 per diluted share, in the prior-year quarter. GAAP operating income rose to $104.9 million from $62.2 million, helped by a $34 million decrease in restructuring charges. ARR reached $1,662.6 million, up 11% on an actual basis and 15% in constant currency. Cash flow from operations was $180.9 million and free cash flow was $171.7 million, compared with $137.7 million and $134.4 million a year earlier. Non-GAAP diluted EPS was $0.99 versus $0.95. The balance sheet and financing picture changed sharply after quarter-end. On January 3, 2023, PTC acquired ServiceMax, Inc. for a preliminary purchase price of $1,478 million, net of cash acquired, paid in two installments: $835 million at closing and $650 million due October 2, 2023. To fund this, PTC entered into a new credit agreement with a $1,250 million revolver and a $500 million term loan, and borrowed $630 million on the revolver and $500 million on the term loan. The filing states total indebtedness rose to approximately $2,130 million, compared with $1,359 million of total debt at December 31, 2022. Management expects to reduce revolver borrowings to about $450 million by the end of Q2 2023 and does not expect to repurchase shares during fiscal 2023 and 2024 while it reduces debt. At December 31, 2022, PTC held $387.6 million of cash and cash equivalents. Management also noted softening in the economy, with new bookings below its expectations, and expects interest expense to rise over the remainder of the year because of the ServiceMax-related borrowings and higher variable rates.

Feb 9, 2023 8-K

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