Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONS****OLIDATED FINANCIAL STATEMENTS

PTC Inc.

CONSOLIDATED B****ALANCE SHEETS

(in thousands, except per share data)

(unaudited)


	March 31, 2023			September 30, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	320,477		$	272,182
Accounts receivable, net of allowance for doubtful accounts of $355 and $362 at March 31, 2023 and September 30, 2022, respectively		643,017			636,556
Prepaid expenses		119,298			88,854
Other current assets		83,618			71,065
Total current assets		1,166,410			1,068,657
Property and equipment, net		92,003			98,101
Goodwill		3,369,041			2,353,654
Acquired intangible assets, net		979,221			382,718
Deferred tax assets		151,154			256,091
Operating right-of-use lease assets		150,327			137,780
Other assets		391,464			390,267
Total assets	$	6,299,620		$	4,687,268
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	37,693		$	40,153
Accrued expenses and other current liabilities		138,184			117,158
Accrued compensation and benefits		110,027			104,022
Accrued income taxes		13,319			5,142
Deferred acquisition payments		620,040			—
Deferred revenue		649,262			503,781
Short-term lease obligations		24,521			22,002
Total current liabilities		1,593,046			792,258
Long-term debt		1,917,703			1,350,628
Deferred tax liabilities		38,221			28,396
Deferred revenue		22,142			16,552
Long-term lease obligations		177,106			167,573
Other liabilities		32,868			35,827
Total liabilities		3,781,086			2,391,234
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000 shares authorized; none issued		—			—
Common stock, $0.01 par value; 500,000 shares authorized; 118,334 and 117,472 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively		1,182			1,175
Additional paid-in capital		1,749,574			1,720,580
Retained earnings		866,276			727,737
Accumulated other comprehensive loss		(98,498	)		(153,458	)
Total stockholders’ equity		2,518,534			2,296,034
Total liabilities and stockholders’ equity	$	6,299,620		$	4,687,268

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

PTC Inc.

CONSOLIDATED STATEM****ENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three months ended						Six months ended
	March 31, 2023			March 31, 2022			March 31, 2023			March 31, 2022
Revenue:
License	$	196,993		$	218,375		$	369,691		$	387,483
Support and cloud services		304,071			243,875			561,727			488,360
Total software revenue		501,064			462,250			931,418			875,843
Professional services		41,117			42,977			76,673			87,105
Total revenue		542,181			505,227			1,008,091			962,948
Cost of revenue:
Cost of license revenue		17,039			11,936			29,792			21,730
Cost of support and cloud services revenue		59,137			44,768			109,362			90,653
Total cost of software revenue		76,176			56,704			139,154			112,383
Cost of professional services revenue		37,330			36,633			70,142			76,072
Total cost of revenue		113,506			93,337			209,296			188,455
Gross margin		428,675			411,890			798,795			774,493
Operating expenses:
Sales and marketing		129,207			116,408			247,590			241,884
Research and development		100,349			81,935			188,526			162,469
General and administrative		65,923			47,469			116,894			99,409
Amortization of acquired intangible assets		10,656			8,450			18,682			16,934
Restructuring and other charges (credits), net		1			(1,562	)		(337	)		32,429
Total operating expenses		306,136			252,700			571,355			553,125
Operating income		122,539			159,190			227,440			221,368
Interest and debt premium expense		(41,525	)		(12,239	)		(57,883	)		(25,225	)
Other income (expense), net		55			(43,385	)		(2,064	)		(37,201	)
Income before income taxes		81,069			103,566			167,493			158,942
Provision for income taxes		17,565			13,887			28,954			23,174
Net income	$	63,504		$	89,679		$	138,539		$	135,768
Earnings per share—Basic	$	0.54		$	0.77		$	1.17		$	1.16
Earnings per share—Diluted	$	0.53		$	0.76		$	1.17		$	1.15
Weighted-average shares outstanding—Basic		118,260			117,008			118,037			117,135
Weighted-average shares outstanding—Diluted		119,041			117,811			118,912			118,162

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

PTC Inc.

CONSOLIDATED STATEMENTS OF C****OMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Three months ended						Six months ended
	March 31, 2023			March 31, 2022			March 31, 2023			March 31, 2022
Net income	$	63,504		$	89,679		$	138,539		$	135,768
Other comprehensive income (loss), net of tax:
Hedge gain (loss) arising during the period, net of tax of $0.7 million and $(1.2) million in the second quarter of 2023 and 2022, respectively, and $4.5 million and $(2.0) million in the first six months of 2023 and 2022, respectively		(1,999	)		3,697			(13,484	)		6,192
Foreign currency translation adjustment, net of tax of $0 for each period		8,747			(11,356	)		68,776			(17,024	)
Amortization of net actuarial pension loss included in net income, net of tax of $0 million and $(0.1) million in the second quarter of 2023 and 2022, respectively, and $0 million and $(0.2) million in the first six months of 2023 and 2022, respectively		41			260			82			525
Change in unamortized pension gain (loss) during the period related to changes in foreign currency		(65	)		538			(414	)		923
Other comprehensive income (loss)		6,724			(6,861	)		54,960			(9,384	)
Comprehensive income	$	70,228		$	82,818		$	193,499		$	126,384

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

PTC Inc.

CONSOLIDATED STATEM****ENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six months ended
	March 31, 2023			March 31, 2022
Cash flows from operating activities:
Net income	$	138,539		$	135,768
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		49,037			43,468
Amortization of right-of-use lease assets		16,564			17,536
Stock-based compensation		93,750			83,863
Loss on investment		—			34,847
Other non-cash items, net		(2,089	)		(110	)
Loss on disposal of fixed assets
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable		86,478			12,310
Accounts payable and accrued expenses		11,110			(23,388	)
Accrued compensation and benefits		(18,468	)		(16,544	)
Deferred revenue		36,092			47,012
Accrued income taxes		(12,169	)		(6,279	)
Other current assets and prepaid expenses		(786	)		(20,569	)
Operating lease liabilities		4,985			(3,360	)
Other noncurrent assets and liabilities		(11,174	)		(24,493	)
Net cash provided by operating activities		391,869			280,061
Cash flows from investing activities:
Additions to property and equipment		(12,950	)		(5,510	)
Acquisitions of businesses, net of cash acquired		(828,271	)		—
Proceeds from sale of investments		—			42,693
Purchases of investments		(5,823	)		—
Purchase of intangible assets		—			(4,454	)
Settlement of net investment hedges		(12,544	)		11,308
Divestitures of businesses and assets, net		(154	)
Net cash provided by (used in) investing activities		(859,742	)		44,037
Cash flows from financing activities:
Borrowings under credit facility		1,130,000			—
Repayments of borrowings under credit facility		(564,000	)		(175,000	)
Repurchases of common stock		—			(125,000	)
Proceeds from issuance of common stock		10,592			10,857
Payments of withholding taxes in connection with stock-based awards		(56,022	)		(50,595	)
Payments of principal for financing leases		(217	)		(239	)
Credit facility origination costs		(13,355	)		—
Net cash provided by (used in) financing activities		506,998			(339,977	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		9,181			(3,739	)
Net change in cash, cash equivalents, and restricted cash		48,306			(19,618	)
Cash, cash equivalents, and restricted cash, beginning of period		272,888			327,046
Cash, cash equivalents, and restricted cash, end of period	$	321,194		$	307,428

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

PTC Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Three months ended March 31, 2023
	Common Stock											Accumulated
	Shares			Amount			Additional Paid-In Capital			Retained Earnings		Other Comprehensive Loss			Total Stockholders’ Equity
Balance as of December 31, 2022		118,161		$	1,182		$	1,701,817		$	802,772	$	(105,222	)	$	2,400,549
Common stock issued for employee stock-based awards		94			1			(1	)		—		—			—
Shares surrendered by employees to pay taxes related to stock-based awards		(23	)		(1	)		(3,146	)		—		—			(3,147	)
Common stock issued for employee stock purchase plan		102			—			10,592			—		—			10,592
Compensation expense from stock-based awards		—			—			40,312			—		—			40,312
Net income		—			—			—			63,504		—			63,504
Unrealized loss on net investment hedges, net of tax		—			—			—			—		(1,999	)		(1,999	)
Foreign currency translation adjustment		—			—			—			—		8,747			8,747
Change in pension benefits, net of tax		—			—			—			—		(24	)		(24	)
Balance as of March 31, 2023		118,334		$	1,182		$	1,749,574		$	866,276	$	(98,498	)	$	2,518,534


	Six months ended March 31, 2023
	Common Stock											Accumulated
	Shares			Amount			Additional Paid-In Capital			Retained Earnings		Other Comprehensive Loss			Total Stockholders’ Equity
Balance as of September 30, 2022		117,472		$	1,175		$	1,720,580		$	727,737	$	(153,458	)	$	2,296,034
Common stock issued for employee stock-based awards		1,184			12			(12	)		—		—			—
Shares surrendered by employees to pay taxes related to stock-based awards		(424	)		(5	)		(56,017	)		—		—			(56,022	)
Common stock issued for employee stock purchase plan		102			—			10,592			—		—			10,592
Compensation expense from stock-based awards		—			—			74,431			—		—			74,431
Net income		—			—			—			138,539		—			138,539
Unrealized loss on net investment hedges, net of tax		—			—			—			—		(13,484	)		(13,484	)
Foreign currency translation adjustment		—			—			—			—		68,776			68,776
Change in pension benefits, net of tax		—			—			—			—		(332	)		(332	)
Balance as of March 31, 2023		118,334		$	1,182		$	1,749,574		$	866,276	$	(98,498	)	$	2,518,534


	Three months ended March 31, 2022
	Common Stock											Accumulated
	Shares			Amount			Additional Paid-In Capital			Retained Earnings		Other Comprehensive Loss			Total Stockholders’ Equity
Balance as of December 31, 2021		116,870		$	1,169		$	1,590,285		$	460,745	$	(98,387	)	$	1,953,812
Common stock issued for employee stock-based awards		51			1			(1	)		—		—			—
Shares surrendered by employees to pay taxes related to stock-based awards		(12	)		—			(1,430	)		—		—			(1,430	)
Common stock issued for employee stock purchase plan		110			1			10,856			—		—			10,857
Compensation expense from stock-based awards		—			—			37,921			—		—			37,921
Repurchases of common stock		(43	)		(1	)		—			—		—			(1	)
Net income		—			—			—			89,679		—			89,679
Unrealized gain on net investment hedges, net of tax		—			—			—			—		3,697			3,697
Foreign currency translation adjustment		—			—			—			—		(11,356	)		(11,356	)
Change in pension benefits, net of tax		—			—			—			—		798			798
Balance as of March 31, 2022		116,976		$	1,170		$	1,637,631		$	550,424	$	(105,248	)	$	2,083,977


	Six months ended March 31, 2022
	Common Stock											Accumulated
	Shares			Amount			Additional Paid-In Capital			Retained Earnings		Other Comprehensive Loss			Total Stockholders’ Equity
Balance as of September 30, 2021		117,163		$	1,172		$	1,718,504		$	414,656	$	(95,864	)	$	2,038,468
Common stock issued for employee stock-based awards		1,171			12			(12	)		—		—			—
Shares surrendered by employees to pay taxes related to stock-based awards		(422	)		(4	)		(50,591	)		—		—			(50,595	)
Common stock issued for employee stock purchase plan		110			1			10,856			—		—			10,857
Compensation expense from stock-based awards		—			—			83,863			—		—			83,863
Repurchase of common stock		(1,046	)		(11	)		(124,989	)		—		—			(125,000	)
Net income		—			—			—			135,768		—			135,768
Unrealized gain on net investment hedges, net of tax		—			—			—			—		6,192			6,192
Foreign currency translation adjustment		—			—			—			—		(17,024	)		(17,024	)
Change in pension benefits, net of tax		—			—			—			—		1,448			1,448
Balance as of March 31, 2022		116,976		$	1,170		$	1,637,631		$	550,424	$	(105,248	)	$	2,083,977

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

PTC Inc.

NOTES TO CON****DENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

General

The accompanying unaudited condensed consolidated financial statements include the accounts of PTC Inc. and its wholly owned subsidiaries and have been prepared by management in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and in accordance with the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited quarterly financial statements should be read in conjunction with our annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of those of a normal recurring nature, necessary for a fair statement of our financial position, results of operations and cash flows as of the dates and for the periods indicated. The September 30, 2022 Consolidated Balance Sheet included herein is derived from our audited consolidated financial statements.

Unless otherwise indicated, all references to a year mean our fiscal year, which ends on September 30.

Pending Accounting Pronouncements

There have been no accounting pronouncements or changes in accounting pronouncements that are significant or potentially significant to our consolidated financial statements.

2. Revenue from Contracts with Customers

Contract Assets and Contract Liabilities


(in thousands)	March 31, 2023		September 30, 2022
Contract asset	$	23,771	$	21,096
Deferred revenue	$	671,404	$	520,333

As of March 31, 2023, $22.5 million of our contract assets are expected to be transferred to receivables within the next 12 months and therefore are included in Other current assets. The remainder is included in Other long-term assets and expected to be transferred within the next 24 months. Approximately $7.9 million of the September 30, 2022 contract asset balance was transferred to receivables during the six months ended March 31, 2023 as a result of the right to payment becoming unconditional. Additions to contract assets of approximately $10.6 million primarily related to revenue recognized in the period, net of billings. The majority of the contract asset balance relates to two large professional services contracts with invoicing terms based on performance milestones. There were no impairments of contract assets during the six months ended March 31, 2023.

During the six months ended March 31, 2023, we recognized $362.3 million of revenue that was included in Deferred revenue as of September 30, 2022 and there were additional deferrals of $415.6 million, primarily related to new billings. In addition, Deferred revenue increased by $97.8 million as a result of the acquisition of ServiceMax. For subscription contracts we generally invoice customers annually. The balance of total short- and long-term receivables as of March 31, 2023 was $862.8 million, compared to total short- and long-term receivables as of September 30, 2022 of $871.0 million.

Our multi-year, non-cancellable on-premises subscription contracts provide customers with an annual right to exchange software within the subscription with other software. As of March 31, 2023 and September 30, 2022, our total revenue liability was $27.1 million and $34.2 million, respectively, primarily associated with the annual right to exchange on-premises subscription software.

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. In determining the adequacy of the allowance for doubtful accounts, management specifically analyzes individual accounts receivable, historical bad debt, customer concentrations, customer credit-worthiness, current economic conditions, and accounts receivable aging trends. Our allowance for doubtful accounts on trade accounts receivable was $0.4 million as of March 31, 2023 and $0.4 million as of September 30, 2022. Uncollectible trade accounts receivable written off, net of recoveries and net bad debt expense were immaterial for the three and six months ended March 31, 2023 and 2022.

Costs to Obtain or Fulfill a Contract

We recognize an asset for the incremental costs of obtaining a contract with a customer if the benefit of those costs is expected to be longer than one year. These deferred costs are primarily related to commissions. As of March 31, 2023 and September 30, 2022, deferred costs of $42.3 million and $40.7 million, respectively, are included in Other current assets and $77.3 million and $77.0 million, respectively, are included in Other assets (non-current). Amortization expense related to costs to obtain a contract with a customer was $12.5 million and $24.5 million in the three and six months ended March 31, 2023, respectively, and $12.7 million and $24.3 million in the three and six months ended March 31, 2022, respectively. There were no impairments of the contract cost asset in the three and six months ended March 31, 2023 and March 31, 2022.

Remaining Performance Obligations

Our contracts with customers include transaction price amounts allocated to performance obligations that will be satisfied and recognized as revenue at a later date. As of March 31, 2023, the transaction price amounts include performance obligations of $671.4 million recorded in deferred revenue and $1,337.0 million that are not yet recorded in the Consolidated Balance Sheets. We expect to recognize approximately 58% of the total $2,008.4 million over the next 12 months, with the remaining amount thereafter.

Disaggregation of Revenue


(in thousands)	Three months ended				Six months ended
	March 31, 2023		March 31, 2022		March 31, 2023		March 31, 2022
Recurring revenue(1)	$	492,143	$	452,710	$	909,253	$	857,835
Perpetual license		8,921		9,540		22,165		18,008
Professional services		41,117		42,977		76,673		87,105
Total revenue	$	542,181	$	505,227	$	1,008,091	$	962,948

(1)

Recurring revenue is comprised of on-premises subscription, perpetual support, SaaS, and cloud services revenue.

For further disaggregation of revenue by geographic region see Note 10. Segment and Geographic Information.

3. Restructuring and Other Charges

Restructuring and other charges, net includes restructuring charges (credits) and impairment and accretion expense charges related to the lease assets of exited facilities.

Restructuring Charges (Credits)

In the first quarter of 2022, we committed to a plan to restructure our workforce and consolidate select facilities to align our customer-facing and product-related functions with the SaaS industry best practices and accelerate the opportunity for our on-premises customers to move to the cloud. The restructuring plan resulted in charges of $33.1 million in 2022, primarily associated with the termination benefits of approximately 330 employees.

Restructuring accrual balances as of March 31, 2023 and September 30, 2022 and activity for the six months ended March 31, 2023 were immaterial. The following table summarizes restructuring accrual activity for the six months ended March 31, 2022:


(in thousands)	Employee Severance and Related Benefits			Facility Closures and Related Costs			Total
Accrual, October 1, 2021	$	1,981		$	3,505		$	5,486
Charges (credits) to operations, net		33,428			(377	)		33,051
Cash disbursements		(25,744	)		(1,336	)		(27,080	)
Foreign exchange impact		(354	)		—			(354	)
Accrual, March 31, 2022	$	9,311		$	1,792		$	11,103

The accrual for employee severance and related benefits is included in Accrued compensation and benefits in the Consolidated Balance Sheets.

The accrual for facility closures and related costs is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. In addition to the payments referenced above, payments related to lease costs for exited facilities were $0.6 million and $1.3 million in the second quarter and first six months of 2022, respectively.

4. Stock-based Compensation

Our equity incentive plan provides for grants of nonqualified and incentive stock options, common stock, restricted stock, restricted stock units (RSUs) and stock appreciation rights to employees, directors, officers and consultants. We award RSUs as our principal equity incentive awards.

The following table shows RSU activity for the six months ended March 31, 2023:


(in thousands, except grant date fair value data)	Number of RSUs			Weighted-Average Grant Date Fair Value Per RSU
Balance of outstanding RSUs, October 1, 2022		2,754		$	105.07
Granted(1)		1,202		$	127.59
Vested		(1,184	)	$	104.78
Forfeited or not earned		(94	)	$	112.24
Balance of outstanding RSUs, March 31, 2023		2,678		$	115.07

(1)

RSUs granted includes 38 thousand shares from prior period rTSR awards that were earned upon achievement of the performance criteria and vested in November 2022, and 61 thousand shares from prior period performance-based awards that were earned upon achievement of the performance criteria and vested in November 2022.

The following table presents the number of RSU awards granted by award type:


(in thousands)	Six months ended March 31, 2023
Performance-based RSUs(1)		69
Service-based RSUs(2)		965
Relative Total Shareholder Return RSUs(3)		69

(1)

The performance-based RSUs are primarily made up of RSUs granted to our executives and are eligible to vest based upon annual performance measures over a three-year period. To the extent earned, those performance-based RSUs will vest in three substantially equal installments on November 15, 2023, November 15, 2024, and November 15, 2025, or the date the Compensation Committee determines the extent to which the applicable performance criteria have been achieved for each performance period. Up to a maximum of two times the number of RSUs granted can be earned.

(2)

The service-based RSUs were granted to employees, including our executive officers. The majority of service-based RSUs will vest in three substantially equal annual installments on or about the anniversary of the date of grant.

(3)

The rTSR RSUs were granted to our executives and are eligible to vest based on the performance of PTC stock relative to the stock performance of an index of PTC peer companies established as of the grant date, as determined at the end of the measurement period ending on September 30, 2025. The RSUs earned will vest on November 15, 2025. Up to a maximum of two times the number of rTSR RSUs granted may vest. If the PTC stock price as of September 30, 2022 is higher than the PTC stock price as of September 30, 2025, but still meets or exceeds the peer group indexed return, a maximum of 100% of the rTSR RSUs granted may vest.

The weighted-average fair value of the rTSR RSUs on the grant date was $179.60 per RSU. The fair value of the rTSR RSUs was determined using a Monte Carlo simulation model.

The significant assumptions used in the Monte Carlo simulation model were as follows:


Average volatility of peer group	41.54	%
Risk free interest rate	4.12	%
Dividend yield	—	%

Total value on vest date of RSUs vested are as follows:


(in thousands)	Three months ended				Six months ended
Value of stock option and stock-based award activity	March 31, 2023		March 31, 2022		March 31, 2023		March 31, 2022
Total value of RSU awards at vest	$	12,507	$	5,838	$	156,301	$	140,168

Compensation expense recorded for our stock-based awards is classified in our Consolidated Statements of Operations as follows:


(in thousands)	Three months ended				Six months ended
	March 31, 2023		March 31, 2022		March 31, 2023		March 31, 2022
Cost of license revenue	$	51	$	37	$	88	$	75
Cost of support and cloud services revenue		3,195		2,161		5,985		5,639
Cost of professional services revenue		2,500		2,066		3,748		4,522
Sales and marketing		12,845		11,446		25,041		24,527
Research and development		15,580		9,504		27,038		19,680
General and administrative		18,075		12,707		31,850		29,420
Total stock-based compensation expense	$	52,246	$	37,921	$	93,750	$	83,863

Stock-based compensation expense includes $1.6 million and $3.5 million in the second quarter and first six months of 2023, respectively, and $1.3 million and $3.2 million in the second quarter and first six months of 2022, respectively, related to our employee stock purchase plan.

As of March 31, 2023, we had liability-classified awards related to stock-based compensation of $19.3 million.

5. Earnings per Share (EPS) and Common Stock

EPS

The following table presents the calculation for both basic and diluted EPS:


(in thousands, except per share data)	Three months ended				Six months ended
	March 31, 2023		March 31, 2022		March 31, 2023		March 31, 2022
Net income	$	63,504	$	89,679	$	138,539	$	135,768
Weighted-average shares outstanding—Basic		118,260		117,008		118,037		117,135
Dilutive effect of restricted stock units		781		803		875		1,027
Weighted-average shares outstanding—Diluted		119,041		117,811		118,912		118,162
Earnings per share—Basic	$	0.54	$	0.77	$	1.17	$	1.16
Earnings per share—Diluted	$	0.53	$	0.76	$	1.17	$	1.15

Anti-dilutive shares were immaterial for the three and six months ended March 31, 2023 and 2022.

Common Stock Repurchases

Our Articles of Organization authorize us to issue up to 500 million shares of our common stock. Our Board of Directors has authorized us to repurchase up to $1 billion of our common stock in the period October 1, 2020 through September 30, 2023. In the second quarter and first six months of 2023, we did not repurchase any shares. In the second quarter and first six months of 2022, we repurchased 43 thousand shares for $5.3 million and 1,046 thousand shares for $125.0 million, respectively. All shares repurchased are automatically restored to the status of authorized and unissued.

6. Acquisitions and Disposition of Business

Acquisition and transaction-related costs in the second quarter and first six months of 2023 totaled $11.9 million and $17.7 million, respectively, compared to $3.9 million and $5.0 million in the second quarter and first six months of 2022, respectively. These costs are classified in general and administrative expenses in the accompanying Consolidated Statements of Operations.

Acquisition and transaction-related costs include direct costs of potential and completed acquisitions and dispositions (e.g., investment banker fees and professional fees, including diligence, legal and valuation services), expenses related to acquisition integration activities (e.g., professional fees and severance), and third-party costs related to structuring transactions.

Our results of operations include or exclude, as applicable, the results of acquired or sold businesses beginning on their respective acquisition or sale date.

ServiceMax

On January 3, 2023, we acquired ServiceMax, Inc. pursuant to a Share Purchase Agreement dated November 17, 2022 by and among PTC, ServiceMax, Inc., and ServiceMax JV, LP. ServiceMax develops and licenses cloud-native, product-centric field service management (FSM) software, which is included within our PLM product group. The purchase price of $1,448.2 million, net of cash acquired, is payable in two installments. Upon closing of the transaction, PTC paid the first installment of $828.2 million, as adjusted for working capital, indebtedness, cash, and transaction expenses as set forth in the Share Purchase Agreement. The remaining installment of $650.0 million, of which $620.0 million represents the fair value as of the acquisition date and $30.0 million is imputed interest, is payable on October 2, 2023. The fair value of the deferred acquisition payment was calculated based on our borrowing rate at the time of the acquisition.

PTC borrowed $630 million under the revolving line of our new credit facility and $500 million under the term loan of the new credit facility to repay amounts under the prior credit facility and to pay the closing purchase price and transaction expenses related to the acquisition. ServiceMax had approximately 500 employees on the close date. In the three months ended March 31, 2023, ServiceMax revenue was $45.2 million and ServiceMax earnings were immaterial.

The acquisition of ServiceMax has been accounted for as a business combination. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. The fair values of intangible assets were based on valuations using a discounted cash flow model which requires the use of significant estimates and assumptions, including estimating future revenues, future costs, and an applicable discount rate. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The purchase price allocation is considered preliminary, and additional adjustments may be recorded during the measurement period as we receive additional information relevant to the value of deferred tax assets and liabilities.

The following table outlines the preliminary purchase price allocation for ServiceMax. We have also recorded a liability of $620.0 million related to the fair value of the $650.0 million deferred purchase price payment.


(in thousands)
Goodwill	$	975,132
Customer relationships		509,200
Purchased software		106,900
Accounts receivable		58,722
Trademarks		9,000
Other net assets		5,540
Net tax liability		(118,437	)
Deferred revenue		(97,829	)
Total	$	1,448,228

The acquired customer relationships, purchased software, and trademarks are being amortized over useful lives of 19 years, 10 years, and 10 years, respectively, based on the expected economic benefit pattern of the assets. The acquired goodwill was allocated to our software products segment and will not be deductible for income tax purposes. The resulting amount of goodwill reflects expected future growth as ServiceMax expands our closed-loop product lifecycle management (PLM) strategy.

Unaudited Pro Forma Financial Information

The unaudited pro forma financial information in the table below summarizes the combined results of operations for PTC and ServiceMax. The unaudited pro forma financial information for all periods presented includes adjustments to reflect certain business combination effects, including: amortization of acquired intangible assets, including the elimination of related ServiceMax expenses; acquisition-related costs incurred by both parties; reversal of certain costs incurred by ServiceMax which would not have been incurred had the acquisition occurred at the beginning of fiscal 2022; interest expense under the new combined capital structure; stock-based compensation charges; and the related tax effects as though ServiceMax was acquired as of the beginning of fiscal 2022. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2022.

The unaudited pro forma financial information for the three and six months ended March 31, 2023 and 2022 combines the historical results of PTC for those periods and the historical results of ServiceMax for the three and six months ended April 30, 2022, respectively, and the effects of the pro forma adjustments listed above. The unaudited pro forma financial information was as follows:


(in thousands)	Pro forma three months ended				Pro forma six months ended
	March 31, 2023		March 31, 2022		March 31, 2023		March 31, 2022
Revenue	$	542,181	$	546,685	$	1,051,776	$	1,044,400
Net income	$	74,805	$	71,839	$	132,436	$	76,591

The impact from acquisitions other than ServiceMax for the reported periods if presented on a pro forma basis would not differ materially from our reported results.

Intland Software

On April 29, 2022, we acquired Intland Software, GmbH, and Eger Invest GmbH (together, “Intland Software”) pursuant to a Share Sale and Purchase Agreement. Intland Software developed and marketed the Codebeamer™ Application Lifecycle Management (ALM) family of software products, which is included within our PLM product group. The purchase price was $278.1 million, net of cash acquired, which was financed with cash on hand and $264 million borrowed under our credit facility. Intland Software had approximately 150 employees on the close date.

The acquisition of Intland Software has been accounted for as a business combination. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. The fair values of intangible assets were based on valuations using a discounted cash flow model which requires the use of significant estimates and assumptions, including estimating future revenues and costs. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill.

The following table outlines the purchase price allocation for Intland Software:


(in thousands)
Goodwill	$	240,971
Customer relationships		38,800
Purchased software		19,100
Accounts receivable		6,506
Trademarks		1,300
Net tax liability		(20,811	)
Deferred revenue		(6,925	)
Other net liabilities		(818	)
Total	$	278,123

The acquired customer relationships, purchased software, and trademarks are being amortized over useful lives of 11 years, 10 years, and 10 years, respectively, based on the expected economic benefit pattern of the assets. The acquired goodwill was allocated to our software products segment and will not be deductible for income tax purposes. The resulting amount of goodwill reflects the expected value that will be created by expanding our ALM offerings, which are complementary to our PLM offerings.

PLM Services Business Disposition

On June 1, 2022, we sold a portion of our PLM services business to ITC Infotech India Limited ("ITC Infotech") pursuant to the Strategic Partner Agreement dated as of April 20, 2022 by and among PTC and ITC Infotech India Limited. Consideration received from ITC Infotech for the sale was approximately $60.4 million, consisting of $32.5 million cash paid on closing and $28.0 million of services to be provided by ITC Infotech to PTC for no additional charge.

We recognized a gain on the sale of $29.8 million in Q3'22, which consisted of $60.4 million of consideration received, less net assets of the business of $30.6 million. Net assets included $33.0 million of goodwill allocated to the business, less $2.4 million of liabilities associated with approximately 160 employees who transferred to ITC Infotech. Goodwill was allocated to the sold business based on a relative fair value allocation of total goodwill of the Professional Services segment.

Additional future contingent consideration of up to $20 million may be received through June 1, 2024, based on certain performance milestones. We have elected to defer the recognition of gains associated with contingent consideration until they become realizable.

7. Goodwill and Intangible Assets

We have two operating and reportable segments: (1) Software Products and (2) Professional Services. We assess goodwill for impairment at the reporting unit level. Our reporting units are determined based on the components of our operating segments that constitute a business for which discrete financial information is available and for which operating results are regularly reviewed by segment management. Our reporting units are the same as our operating segments.

As of March 31, 2023, goodwill and acquired intangible assets in the aggregate attributable to our Software Products segment was $4,337.1 million and attributable to our Professional Services segment was $11.2 million. As of September 30, 2022, goodwill and acquired intangible assets in the aggregate attributable to our Software Products segment was $2,725.2 million and attributable to our Professional Services segment was $11.2 million. Acquired intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. We evaluate goodwill for impairment in the third quarter of our fiscal year, or on an interim basis if an event occurs or circumstances change that would, more likely than not, reduce the fair value of a reporting segment below its carrying value. If a reporting unit's carrying value exceeds its fair value, we record an impairment loss equal to the difference between the carrying value of goodwill and its estimated fair value. Factors we consider important, on an overall company basis and segment basis, when applicable, that could trigger an impairment review include significant under-performance relative to historical or projected future operating results, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, a significant decline in our stock price for a sustained period and a reduction of our market capitalization relative to net book value.

We completed our annual goodwill impairment review as of June 30, 2022. This review consisted of a qualitative assessment of our Software Products segment and a quantitative assessment of our Professional Services segment. Our qualitative assessment for Software Products included company-specific (e.g., financial performance and long-range plans), industry, and macroeconomic factors, as well as consideration of the fair value of each reporting unit relative to its carrying value at the last valuation date (June 27, 2020). Our quantitative assessment for the Professional Services segment compared the fair value of the reporting unit to its carrying value. We estimated the fair value of the Professional Services reporting unit using a discounted cash flow valuation model. Based on our qualitative assessment for the Software Products segment and quantitative assessment for the Professional Services segment as of June 30, 2022, no impairment was required. Through March 31, 2023, there were no events or changes in circumstances that indicated that the carrying values of goodwill or acquired intangible assets may not be recoverable.

Goodwill and acquired intangible assets consisted of the following:


(in thousands)	March 31, 2023						September 30, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Goodwill (not amortized)					$	3,369,041					$	2,353,654
Intangible assets with finite lives (amortized):
Purchased software	$	616,665	$	376,637	$	240,028	$	502,859	$	355,857	$	147,002
Capitalized software		22,877		22,877		—		22,877		22,877		—
Customer lists and relationships		1,116,040		395,336		720,704		594,970		369,390		225,580
Trademarks and trade names		36,968		18,479		18,489		27,546		17,410		10,136
Other		3,903		3,903		—		3,766		3,766		—
Total intangible assets with finite lives	$	1,796,453	$	817,232	$	979,221	$	1,152,018	$	769,300	$	382,718
Total goodwill and acquired intangible assets					$	4,348,262					$	2,736,372

Goodwill

Changes in goodwill presented by reportable segments were as follows:


(in thousands)	Software Products		Professional Services		Total
Balance, October 1, 2022	$	2,344,019	$	9,635	$	2,353,654
ServiceMax acquisition		975,131		—		975,131
Foreign currency translation adjustment		40,091		165		40,256
Balance, March 31, 2023	$	3,359,241	$	9,800	$	3,369,041

Amortization of Intangible Assets

The aggregate amortization expense for intangible assets with finite lives is classified in our Consolidated Statements of Operations as follows:


(in thousands)	Three months ended				Six months ended
	March 31, 2023		March 31, 2022		March 31, 2023		March 31, 2022
Amortization of acquired intangible assets	$	10,656	$	8,450	$	18,682	$	16,934
Cost of license revenue		9,834		5,921		15,976		12,414
Total amortization expense	$	20,490	$	14,371	$	34,658	$	29,348

8. Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. GAAP prescribes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Time deposits and corporate notes/bonds are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets.

The principal market in which we execute our foreign currency derivatives is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large financial institutions. Our foreign currency derivatives’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy.

Our significant financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and September 30, 2022 were as follows:


(in thousands)	March 31, 2023
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents(1)	$	97,293	$	—	$	—	$	97,293
Convertible note		—		—		2,000		2,000
Forward contracts		—		1,038		—		1,038
Options		—		780		—		780
	$	97,293	$	1,818	$	2,000	$	101,111
Financial liabilities:
Forward contracts		—		3,190		—		3,190
	$	—	$	3,190	$	—	$	3,190


(in thousands)	September 30, 2022
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents(1)	$	102,313	$	—	$	—	$	102,313
Convertible note		—		—		2,000		2,000
Forward contracts		—		9,058		—		9,058
	$	102,313	$	9,058	$	2,000	$	113,371
Financial liabilities:
Forward contracts		—		2,908		—		2,908
	$	—	$	2,908	$	—	$	2,908

(1)

Money market funds and time deposits.

Level 3 Investments

Convertible Note

In the fourth quarter of 2021, we invested $2.0 million in a non-marketable convertible note. This debt security is classified as available-for-sale and is included in Other assets on the Consolidated Balance Sheet. There were no changes in the fair value of this level 3 investment in the three and six months ended March 31, 2023.

Non-Marketable Equity Investments

The carrying value of our non-marketable equity investments is recorded in Other assets on the Consolidated Balance Sheets and totaled $6.0 million as of March 31, 2023 and $1.0 million as of September 30, 2022.

Equity Securities

During the second quarter and first six months of 2022, we recognized a loss of $44.6 million and $34.8 million, respectively, in Other income (expense), net related to fluctuations in the value of equity securities we held in Matterport, Inc. All shares owned in Matterport were sold in the second quarter of 2022 for an aggregate price of $42.7 million. We did not hold any equity securities as of March 31, 2023 or September 30, 2022.

9. Derivative Financial Instruments

We enter into derivative transactions, specifically foreign currency forward contracts and options, to manage our exposure to foreign currency exchange risk in order to reduce earnings volatility. We do not enter into derivative transactions for trading or speculative purposes.

The following table shows our derivative instruments measured at gross fair value as reflected in the Consolidated Balance Sheets:


(in thousands)	Fair Value of Derivatives Designated As Hedging Instruments				Fair Value of Derivatives Not Designated As Hedging Instruments
	March 31, 2023		September 30, 2022		March 31, 2023		September 30, 2022
Derivative assets(1):
Forward Contracts	$	44	$	1,960	$	994	$	7,098
Options	$	—	$	—	$	780	$	—
Derivative liabilities(2):
Forward Contracts	$	1,361	$	—	$	1,829	$	2,908

(1)

As of March 31, 2023 and September 30, 2022, current derivative assets of $1.8 million and $9.1 million, respectively, are recorded in Other current assets in the Consolidated Balance Sheets.

(2)

As of March 31, 2023 and September 30, 2022, current derivative liabilities of $3.2 million and $2.9 million, respectively, are recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Non-Designated Hedges

We hedge our net foreign currency monetary assets and liabilities primarily resulting from foreign currency denominated receivables and payables with foreign exchange forward contracts to reduce the risk that our earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. These contracts have maturities of up to approximately three months. Generally, we do not designate these foreign currency forward contracts as hedges for accounting purposes and changes in the fair value of these instruments are recognized immediately in earnings. Because we enter into forward contracts only as an economic hedge, any gain or loss on the underlying foreign-denominated balance would be offset by the loss or gain on the forward contract. Gains and losses on forward contracts and foreign denominated receivables and payables are included in Other income (expense), net.

We hedge our forecasted U.S. Dollar cash flows with foreign exchange options to reduce the risk that they will be adversely affected by changes in Euro or Japanese Yen exchange rates. These contracts have maturities of up to approximately nine months. We do not designate these foreign currency options as hedges for accounting purposes and changes in the fair value of these instruments are recognized immediately in earnings. Because we enter into options as an economic hedge, currency impacts on the Euro or Japanese Yen-denominated operations as compared to the forecasted plan rate may be partially offset by the gain on the put option. Gain on put options are included in Other income (expense), net.

As of March 31, 2023 and September 30, 2022, we had outstanding forward contracts and options with notional amounts equivalent to the following:


Currency Hedged (in thousands)	March 31, 2023		September 30, 2022
Canadian / U.S. Dollar	$	4,651	$	2,731
Euro / U.S. Dollar(1)		540,165		316,869
British Pound / U.S. Dollar		6,749		7,368
Israeli Shekel / U.S. Dollar		11,270		12,052
Japanese Yen / U.S. Dollar(2)		42,545		25,566
Swiss Franc / U.S. Dollar		12,895		25,559
Swedish Krona / U.S. Dollar		15,461		35,713
Singapore Dollar / U.S. Dollar		—		3,637
Chinese Renminbi / U.S. Dollar		6,233		23,965
New Taiwan Dollar / U.S. Dollar		2,087		13,906
Korean Won/ U.S. Dollar		—		4,919
Danish Krone/ U.S. Dollar		5,523		3,192
Australian Dollar/ U.S. Dollar		3,391		3,269
Hong Kong Dollar/U.S. Dollar		3,415		785
All other		3,576		3,647
Total	$	657,961	$	483,178

(1)

As of March 31, 2023, $446.7 million of the Euro to U.S. Dollar outstanding notional amount relates to forward contracts and $93.5 million relates to options. As of September 30, 2022, all the Euro to U.S. Dollar outstanding notional amount relates to forward contracts.

(2)

As of March 31, 2023, $1.5 million of the Japanese Yen to U.S. Dollar outstanding notional amount relates to forward contracts and $41.0 million relates to options. As of September 30, 2022, all the Japanese Yen to U.S. Dollar outstanding notional amount relates to forward contracts.

The following table shows the effect of our non-designated hedges in the Consolidated Statements of Operations for the three and six months ended March 31, 2023 and March 31, 2022:


(in thousands)		Three months ended					Six months ended
	Location of (Gain) Loss	March 31, 2023			March 31, 2022		March 31, 2023			March 31, 2022
Net realized and unrealized (gain) loss, excluding the underlying foreign currency exposure being hedged	Other income (expense), net	$	(1,422	)	$	3,797	$	(12,431	)	$	362

In the three months ended March 31, 2023 and March 31, 2022, foreign currency losses, net were $0.8 million and foreign currency gains, net were $0.4 million, respectively. In the six months ended March 31, 2023 and March 31, 2022 foreign currency losses, net were $3.9 million and $4.0 million, respectively.

Net Investment Hedges

We translate balance sheet accounts of subsidiaries with foreign functional currencies into the U.S. Dollar using the exchange rate at each balance sheet date. Resulting translation adjustments are reported as a component of Accumulated other comprehensive loss on the Consolidated Balance Sheets. We designate certain foreign exchange forward contracts as net investment hedges against exposure on translation of balance sheet accounts of Euro and Japanese Yen functional subsidiaries. Net investment hedges partially offset the impact of foreign currency translation adjustment recorded in Accumulated other comprehensive loss on the Consolidated Balance Sheets. All foreign exchange forward contracts are carried at fair value on the Consolidated Balance Sheets and the maximum duration of net investment hedge foreign exchange forward contracts is approximately three months.

Net investment hedge relationships are designated at inception, and effectiveness is assessed retrospectively on a quarterly basis using the net equity position of Euro and Japanese Yen functional subsidiaries. As the forward contracts are highly effective in offsetting exchange rate exposure, we record changes in these net investment hedges in Accumulated other comprehensive loss and subsequently reclassify them to foreign currency translation adjustment in Accumulated other comprehensive loss at the time of forward contract maturity. Changes in the fair value of foreign exchange forward contracts due to changes in time value are excluded from the assessment of effectiveness. Our derivatives are not subject to any credit contingent features. We manage credit risk with counterparties by trading among several counterparties and we review our counterparties’ credit at least quarterly.

As of March 31, 2023 and September 30, 2022, we had outstanding forward contracts designated as net investment hedges with notional amounts equivalent to the following:


Currency Hedged (in thousands)	March 31, 2023		September 30, 2022
Euro / U.S. Dollar	$	232,807	$	110,446
Japanese Yen / U.S. Dollar		11,487		—
Total	$	244,294	$	110,446

The following table shows the effect of our derivative instruments designated as net investment hedges in the Consolidated Statements of Operations for the three and six months ended March 31, 2023 and March 31, 2022:


(in thousands)		Three months ended						Six months ended
	Location of Gain (Loss)	March 31, 2023			March 31, 2022			March 31, 2023			March 31, 2022
Gain (loss) recognized in OCI	OCI	$	(915	)	$	81		$	(5,425	)	$	(3,075	)
Gain (loss) reclassified from OCI	OCI		(1,996	)		(1,415	)		5,034			(7,150	)
Gain recognized, excluded portion	Other income (expense), net		1,179			342			2,148			609

As of March 31, 2023, we estimate that all amounts reported in Accumulated other comprehensive loss will be applied against exposed balance sheet accounts upon translation within the next three months.

Offsetting Derivative Assets and Liabilities

We have entered into master netting arrangements for our forward contracts that allow net settlements under certain conditions. Although netting is permitted, it is currently our policy and practice to record all derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets.

The following table sets forth the offsetting of derivative assets as of March 31, 2023:


(in thousands)	Gross Amounts Offset in the Consolidated Balance Sheets						Gross Amounts Not Offset in the Consolidated Balance Sheets
As of March 31, 2023	Gross Amount of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets		Net Amounts of Assets Presented in the Consolidated Balance Sheets		Financial Instruments			Cash Collateral Received		Net Amount
Forward Contracts	$	1,038	$	—	$	1,038	$	(1,038	)	$	—	$	—

The following table sets forth the offsetting of derivative liabilities as of March 31, 2023:


(in thousands)	Gross Amounts Offset in the Consolidated Balance Sheets						Gross Amounts Not Offset in the Consolidated Balance Sheets
As of March 31, 2023	Gross Amount of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		Financial Instruments			Cash Collateral Pledged		Net Amount
Forward Contracts	$	3,190	$	—	$	3,190	$	(1,038	)	$	—	$	2,152

10. Segment and Geographic Information

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

The revenue and profit attributable to our operating segments are summarized below. We do not produce asset information by reportable segment; therefore, it is not reported.


(in thousands)	Three months ended						Six months ended
	March 31, 2023			March 31, 2022			March 31, 2023			March 31, 2022
Software Products
Revenue	$	501,064		$	462,250		$	931,418		$	875,843
Operating costs(1)		147,865			121,016			278,593			237,044
Profit		353,199			341,234			652,825			638,799

Professional Services
Revenue		41,117			42,977			76,673			87,105
Operating costs(2)		34,830			34,567			66,394			71,550
Profit		6,287			8,410			10,279			15,555

Total segment revenue		542,181			505,227			1,008,091			962,948
Total segment costs		182,695			155,583			344,987			308,594
Total segment profit		359,486			349,644			663,104			654,354

Unallocated operating expenses:
Sales and marketing expenses		116,362			104,962			222,549			217,357
General and administrative expenses		35,965			30,859			67,355			65,036
Restructuring and other charges (credits), net		1			(1,562	)		(337	)		32,429
Intangibles amortization		20,490			14,371			34,658			29,348
Stock-based compensation		52,246			37,921			93,750			83,863
Other unallocated operating expenses(3)		11,883			3,903			17,689			4,953
Total operating income		122,539			159,190			227,440			221,368

Interest and debt premium expense		(41,525	)		(12,239	)		(57,883	)		(25,225	)
Other income (expense), net		55			(43,385	)		(2,064	)		(37,201	)
Income before income taxes	$	81,069		$	103,566		$	167,493		$	158,942

(1)

Operating costs for the Software Products segment include all costs of software revenue and research and development costs, excluding stock-based compensation and intangible amortization.

(2)

Operating costs for the Professional Services segment include all costs of professional services revenue, excluding stock-based compensation.

(3)

Other unallocated operating expenses include acquisition and transaction-related costs.

Our international revenue is presented based on the location of our customer. Revenue for the geographic regions in which we operate is presented below.


(in thousands)	Three months ended				Six months ended
	March 31, 2023		March 31, 2022(1)		March 31, 2023		March 31, 2022(1)
Americas	$	256,376	$	202,999	$	483,288	$	415,880
Europe		209,066		222,963		376,276		385,271
Asia Pacific		76,739		79,265		148,527		161,797
Total revenue	$	542,181	$	505,227	$	1,008,091	$	962,948

(1)

Subsequent to filing our second quarter 2022 Form 10-Q, we identified an immaterial typographical error in the above disclosure. Revenue by region was transposed for Europe and Asia Pacific for the three and six-months ended March 31, 2022. Amounts presented above for the three and six months ended March 31, 2022 reflect the corrected amounts.

11. Income Taxes


(in thousands)	Three months ended						Six months ended
	March 31, 2023			March 31, 2022			March 31, 2023			March 31, 2022
Income before income taxes	$	81,069		$	103,566		$	167,493		$	158,942
Provision for income taxes	$	17,565		$	13,887		$	28,954		$	23,174
Effective income tax rate		22	%		13	%		17	%		15	%

In the second quarter and first six months of 2023 and 2022, our effective tax rate differed from the statutory federal income tax rate of 21% due to our corporate structure in which our foreign taxes are at a net effective tax rate lower than the U.S. rate. A significant amount of our foreign earnings is generated by our subsidiaries organized in Ireland and the Cayman Islands. In 2023 and 2022, the foreign rate differential predominantly relates to these earnings.

In 2023 and 2022, in addition to the foreign rate differential, the effective tax rate was impacted by the net effects of the Global Intangible Low-Taxed Income (GILTI) and Foreign Derived Intangible Income (FDII) regimes and the excess tax benefit related to stock-based compensation.

We reassess our valuation allowance requirements each financial reporting period. We assess available positive and negative evidence to estimate whether sufficient future taxable income will be generated to use our existing deferred tax assets. In the assessment for the period ended March 31, 2023, we maintain our conclusion that it is more likely than not that our deferred tax assets related to U.S. federal and state income will be realizable.

In the normal course of business, PTC and its subsidiaries are examined by various taxing authorities, including the Internal Revenue Service in the U.S. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. We are currently under audit by tax authorities in several jurisdictions. Audits by tax authorities typically involve examination of the deductibility of certain permanent items, limitations on net operating losses and tax credits.

As of March 31, 2023 and September 30, 2022, we had unrecognized tax benefits of $27.2 million and $23.9 million, respectively. If all our unrecognized tax benefits as of March 31, 2023 were to become recognizable in the future, we would record a benefit to the income tax provision of $27.2 million, which would be partially offset by an increase in the U.S. valuation allowance of $5.4 million.

Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in favorable or unfavorable changes in our estimates. We believe it is reasonably possible that within the next 12 months the amount of unrecognized tax benefits related to the resolution of multi-jurisdictional tax positions could be reduced by up to $5 million.

We made net income tax payments of $41.2 million and $28.4 million in the six months ended March 31, 2023 and 2022, respectively.

12. Debt

As of March 31, 2023 and September 30, 2022, we had the following long-term debt obligations:


(in thousands)	March 31, 2023			September 30, 2022
4.000% Senior notes due 2028	$	500,000		$	500,000
3.625% Senior notes due 2025		500,000			500,000
Credit facility revolving line(1)		425,000			359,000
Credit facility term loan(1)		500,000			—
Total debt		1,925,000			1,359,000
Unamortized debt issuance costs for the senior notes(2)		(7,297	)		(8,372	)
Total debt, net of issuance costs	$	1,917,703		$	1,350,628

(1)

Unamortized debt issuance costs related to the credit facility were $2.3 million included in Other current assets and $8.7 million included in Other assets on the Consolidated Balance Sheet as of March 31, 2023 and $2.7 million included in Other assets on the Consolidated Balance Sheet as of September 30, 2022.

(2)

Unamortized debt issuance costs for the senior notes are included in Long-term debt on the Consolidated Balance Sheets.

Senior Unsecured Notes

In February 2020, we issued $500 million in aggregate principal amount of 4.0% senior, unsecured long-term debt at par value, due in 2028 (the 2028 notes) and $500 million in aggregate principal amount of 3.625% senior, unsecured long-term debt at par value, due in 2025 (the 2025 notes).

As of March 31, 2023, the total estimated fair value of the 2028 and 2025 notes was approximately $477.6 million and $482.5 million, respectively, based on quoted prices for the notes on that date.

We were in compliance with all the covenants for all our senior notes as of March 31, 2023. Any failure to comply with such covenants could constitute a default that could cause all amounts outstanding to become due and payable immediately.

Terms of the 2028 and 2025 Notes

Interest on the 2028 and 2025 notes is payable semi-annually on February 15 and August 15. The debt indenture for the 2028 and 2025 notes includes covenants that limit our ability to, among other things, incur additional debt, grant liens on our properties or capital stock, enter into sale and leaseback transactions or asset sales, and make capital distributions.

We may, on one or more occasions, redeem the 2028 and 2025 notes in whole or in part at specified redemption prices. In certain circumstances constituting a change of control, we will be required to offer to repurchase the notes at a purchase price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest. Our ability to repurchase the notes upon such event may be limited by law, by the indenture associated with the notes, by our then-available financial resources or by the terms of other agreements to which we may be party at such time. If we fail to repurchase the notes as required by the indenture, it would constitute an event of default under the indenture which, in turn, may also constitute an event of default under other obligations.

Credit Agreement

On January 3, 2023, we entered into a Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as Administrative Agent, for a new secured multi-currency bank credit facility with a syndicate of banks. Pursuant to the agreement, all prior revolving commitments under the prior credit agreement were replaced with the revolving commitments under the new credit facility.

We use the new credit facility for general corporate purposes, including acquisitions of other businesses, and working capital requirements.

The new credit facility consists of (i) a $1.25 billion revolving credit facility, (ii) a $500 million term loan credit facility, and (iii) an incremental facility pursuant to which we may incur additional term loan tranches or increase the revolving credit facility by an amount of up to (a) the greater of $766 million and 10% of consolidated EBITDA, plus (b) an additional amount subject to a ratio of first lien secured indebtedness to consolidated EBITDA of not greater than 1.75 to 1.00 on a pro forma basis. As of March 31, 2023, unused commitments under our credit facility were approximately $825 million.

Both the revolving credit facility and the term loan will mature and all amounts then outstanding will become due and payable on the earlier of (i) January 3, 2028, and (ii) if our 3.625% senior unsecured notes due 2025 have not been refinanced to mature on or after April 3, 2028, November 16, 2024. The term loan will begin amortizing in March 2024 and is required to be paid in equal quarterly installments of 0.625% of the aggregate principal amount of the term loan on each of the first four quarterly payment dates, and 1.25% of the aggregate principal amount of the term loan on each quarterly payment date thereafter. The revolving loan commitment does not require amortization of principal and may be repaid in whole or in part prior to the maturity date at our option without penalty or premium. As of March 31, 2023, the fair value of our credit facility approximates its book value.

PTC and certain eligible foreign subsidiaries are eligible borrowers under the credit facility. Any borrowings by PTC Inc. under the credit facility would be guaranteed by PTC Inc.’s material domestic subsidiaries that become parties to the subsidiary guaranty, if any. As of the filing of this Form 10-Q, ServiceMax, Inc. was the only subsidiary guarantor. Any borrowings by eligible foreign subsidiary borrowers would be guaranteed by PTC Inc. and any subsidiary guarantors and secured, subject to exceptions, by a first priority perfected security interest in substantially all existing and after-acquired personal property owned by PTC and its material domestic subsidiaries (except for certain indirect material domestic subsidiaries), including without limitation, intellectual property and a pledge of (i) 100% of the voting equity interests of PTC’s domestic subsidiaries and (ii) 65% of the voting equity interests of PTC Inc.’s material first-tier foreign subsidiaries. As of the filing of this Form 10-Q, no funds were borrowed by an eligible foreign subsidiary borrower.

Loans under the credit facility bear interest at variable rates that reset every 30 to 180 days depending on the rate and period selected by us. As of March 31, 2023, the annual rate for borrowings outstanding was 6.44%. Interest rates for the credit facility may range from 1.25% to 2.0% plus an additional 0.1% above either (i) adjusted Daily Simple RFR (or other agreed upon successor rate) or (ii) adjusted Term SOFR Rate (or other agreed upon successor rate) or may range from 0.25% to 1.0% above the defined base rate for base rate borrowings, in each case based upon our total leverage ratio. Additionally, we may borrow certain foreign currencies at rates set in the same range above a defined adjusted rate for such currency (or other agreed upon successor rate), based on our total leverage ratio. A quarterly revolving commitment fee on the undrawn portion of the revolving credit facility is required, ranging from 0.175% to 0.325% per annum, based upon our total leverage ratio.

The credit facility limits our ability to, among other things: incur additional indebtedness; incur liens or guarantee obligations; pay dividends and make other distributions; make investments and enter into joint ventures; dispose of assets; and engage in transactions with affiliates, except on an arms-length basis. Under the credit facility, PTC Inc. and its material domestic subsidiaries may not invest cash or property in, or loan amounts to, PTC’s foreign subsidiaries in aggregate amounts exceeding $100 million for purposes other than acquisitions of businesses.

The credit facility requires that we maintain the following financial ratios:

A total leverage ratio, defined as consolidated total indebtedness to consolidated EBITDA, not exceeding 4.50 to 1.00 as of the last day of any fiscal quarter, provided that the total leverage ratio may be increased by 0.25 to 1.00 for a period of four consecutive quarters in connection with an acquisition if the aggregate purchase price of all acquisitions consummated in the previous four consecutive quarters exceeds $350 million.

A senior secured leverage ratio, defined as consolidated total indebtedness (excluding any unsecured indebtedness or subordinated indebtedness) to consolidated EBITDA, not exceeding 3.00 to 1.00 as of the last day of any fiscal quarter, provided that the senior secured leverage ratio may be increased by 0.25 to 1.00 for a period of four consecutive quarters in connection with an acquisition if the aggregate purchase price of all acquisitions consummated in the previous four consecutive quarters exceeds $350 million.

An interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of no less than 3.00 to 1.00 as of the last day of any fiscal quarter.

As of March 31, 2023, our total leverage ratio was 3.41 to 1.00, our senior secured leverage ratio was 2.09 to 1.00 and our interest coverage ratio was 6.40 to 1.00 and we were in compliance with all financial and operating covenants of the credit facility.

Any failure to comply with the financial or operating covenants of the credit facility would prevent PTC from being able to borrow additional funds, and would constitute a default, permitting the lenders to, among other things, accelerate the amounts outstanding, including all accrued interest and unpaid fees, under the credit facility and to terminate the credit facility. A change in control of PTC, as defined in the agreement, also constitutes an event of default, permitting the lenders to accelerate the indebtedness and terminate the credit facility.

In the first six months of 2023, we incurred $13.4 million in financing costs in connection with the January 2023 credit facility and related arrangements, of which $4.2 million (related to a since-extinguished bridge loan) was expensed in the period and $9.2 million is recorded as deferred debt issuance costs and included in Other assets and Other current assets on the Consolidated Balance Sheet. Deferred debt issuance costs are expensed over the term of the obligations.

In the second quarter and first six months of 2023, we incurred interest expense on our debt of $41.5 million and $57.9 million, respectively, and $12.2 million and $25.2 million in the second quarter and first six months of 2022. Interest expense in the second quarter and first six months of 2023 includes $10.0 million of interest associated with the $620.0 million fair value of a $650.0 million deferred acquisition payment related to the ServiceMax acquisition. In the second quarter and first six months of 2023, we paid $20.4 million and $25.2 million of interest on our debt, respectively, and $21.5 million and $23.8 million in the second quarter and first six months of 2022, respectively. The average interest rate on borrowings outstanding was approximately 5.2% and 4.7% during the second quarter and first six months of 2023, respectively, and 3.2% and 3.2% during the second quarter and first six months of 2022, respectively.

13. Leases

Our operating leases expire at various dates through 2037 and are primarily for office space, automobiles, servers, and office equipment.

Our headquarters are located at 121 Seaport Boulevard, Boston, Massachusetts. In February 2019, we subleased a portion of our headquarters through June 30, 2022, and received approximately $9.1 million in sublease income over the term of the sublease. In March 2022, we extended the sublease through June 30, 2023, and we will receive $2.9 million in sublease income over the term of the extension. In March 2023, we extended the sublease through January 31, 2024, and we will receive $1.7 million in sublease income over the term of the extension.

The components of lease cost reflected in the Consolidated Statement of Operations for the three and six months ended March 31, 2023 and March 31, 2022 were as follows:


(in thousands)	Three months ended						Six months ended
	March 31, 2023			March 31, 2022			March 31, 2023			March 31, 2022
Operating lease cost	$	8,510		$	8,676		$	16,564		$	17,536
Short-term lease cost		1,724			582			2,487			1,123
Variable lease cost		2,759			2,596			5,389			5,086
Sublease income		(1,201	)		(1,113	)		(2,386	)		(2,230	)
Total lease cost	$	11,792		$	10,741		$	22,054		$	21,515

Supplemental cash flow and right-of-use assets information for the three and six months ended March 31, 2023 was as follows:


(in thousands)	Three months ended				Six months ended
	March 31, 2023		March 31, 2022		March 31, 2023		March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	9,621	$	9,248	$	17,883	$	25,113
Financing cash flows from financing leases	$	—	$	—	$	217	$	239
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases(1)	$	9,796	$	6,179	$	23,596	$	11,095
Financing leases	$	62	$	—	$	62	$	—

(1) In the three months ended March 31, 2023, operating right-of-use assets increased by ServiceMax assets of $4.0 million.

Supplemental balance sheet information related to the leases as of March 31, 2023 was as follows:


Weighted-average remaining lease term - operating leases	11.1 years
Weighted-average remaining lease term - financing leases	1.5 years
Weighted-average discount rate - operating leases		5.3	%
Weighted-average discount rate - financing leases		3.5	%

Maturities of lease liabilities as of March 31, 2023 are as follows:


(in thousands)
Remainder of 2023	$	18,329
2024		31,366
2025		27,225
2026		22,688
2027		19,639
Thereafter		152,051
Total future lease payments	$	271,298
Less: imputed interest		(69,671	)
Total lease liability	$	201,627

As of March 31, 2023 we had operating leases that had not yet commenced. The leases will commence in fiscal 2023 with lease terms of 7 years and we will make future lease payments of approximately $2.8 million.

14. Commitments and Contingencies

As of March 31, 2023 and March 31, 2022, we had letters of credit and bank guarantees outstanding of $13.1 million (of which $0.5 million was collateralized) and $15.2 million (of which $0.5 million was collateralized), respectively, primarily related to our corporate headquarters lease.

Legal and Regulatory Matters

Legal Proceedings

With respect to legal proceedings and claims, we record an accrual for a contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

We are subject to legal proceedings and claims against us in the ordinary course of business. As of March 31, 2023, we estimate that the range of possible outcomes for such matters is immaterial and we do not believe that resolving them will have a material adverse impact on our financial condition, results of operations or cash flows. However, the results of legal proceedings cannot be predicted with certainty. Should any of these legal proceedings and claims be resolved against us, the operating results for a reporting period could be adversely affected.

Guarantees and Indemnification Obligations

We enter into standard indemnification agreements with our customers and business partners in the ordinary course of our business. Under such agreements, we typically indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to our products. Indemnification may also cover other types of claims, including claims relating to certain data breaches. Except for intellectual property infringement indemnification, these agreements typically limit our liability with respect to other indemnification claims. Historically, our costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and, accordingly, we believe the estimated fair value of liabilities under these agreements is immaterial.

We warrant that our software products will perform in all material respects in accordance with our standard published specifications during the term of the license. Additionally, we generally warrant that our consulting services will be performed consistent with generally accepted industry standards and, in the case of fixed price services, the agreed-upon specifications. In most cases, liability for these warranties is capped. If necessary, we would provide for the estimated cost of product and service warranties based on specific warranty claims and claim history; however, we have not incurred significant cost under our product or services warranties. As a result, we believe the estimated fair value of these liabilities is immaterial.

15. Subsequent Events

Subsequent to March 31, 2023, we have made aggregate payments of $65 million toward the revolving credit facility, bringing our total debt down to $1.86 billion.

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