Acquisition | 6 Months Ended |
Mar. 29, 2014 |
Business Combinations [Abstract] | ' |
Acquisition | ' |
Acquisitions |
Acquisition-related costs were $3.9 million and $5.2 million for the second quarter and first six months of 2014, respectively, and $2.1 million and $6.7 million for the second quarter and first six months of 2013, respectively. Acquisition-related costs include direct costs of potential and completed acquisitions (e.g., investment banker fees, professional fees, including legal and valuation services) and expenses related to acquisition integration activities (e.g., professional fees, severance, and retention bonuses). In addition, subsequent adjustments to our initial estimated amount of contingent consideration associated with specific acquisitions are included within acquisition-related charges. These costs have been classified in general and administrative expenses in the accompanying consolidated statements of operations. |
ThingWorx |
On December 30, 2013, pursuant to an Agreement and Plan of Merger (the Merger Agreement), PTC Inc. acquired ThingWorx, Inc., creators of a platform for building and running applications for the Internet of Things (IoT), for $111.5 million in cash (net of cash acquired of $0.1 million) and $13.0 million representing the fair value of contingent consideration payable upon achievement of targets described below. We borrowed $110 million under our existing credit facility on December 27, 2013 to fund the acquisition. |
We acquired ThingWorx to accelerate our ability to support manufacturers as they create and service smart, connected products. At the time of the acquisition, ThingWorx had approximately 40 employees and historical annualized revenues were not material. The results of operations of ThingWorx have been included in our consolidated financial statements beginning on the acquisition date. Revenue and earnings of ThingWorx since the acquisition date were not material. |
The acquisition of ThingWorx has been accounted for as a business combination. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the December 30, 2013 acquisition date. The fair values of intangible assets were based on valuations using an income approach, with estimates and assumptions provided by management of ThingWorx and PTC. The process for estimating the fair values of identifiable intangible assets and the contingent consideration liability requires the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The former shareholders of ThingWorx are eligible to receive additional consideration of up to $18.0 million, which is contingent on the achievement of certain profitability and bookings targets (as defined in the Merger Agreement) within the period from December 30, 2013 to January 1, 2016. If such targets are achieved, the consideration is payable in cash in two installments, up to half of which will become payable in fiscal 2015, after the first year measurement period, and the remainder of which, including any such amounts not earned in the first measurement period that are subsequently earned, will become payable in fiscal 2016 after the second year measurement period. In connection with accounting for the business combination, we recorded a liability of $13.0 million representing the fair value of the contingent consideration. The liability was valued using a discounted cash flow method and a probability weighted estimate of achievement of the financial targets. The estimated undiscounted range of outcomes for the contingent consideration is $0.0 million to $18.0 million. We will assess the probability that the targets will be met and at what level each reporting period. Any subsequent changes in the estimated fair value of the liability will be reflected in earnings until the liability is fully settled(activity in the second quarter of 2014 was $0.5 million, see Note 8). |
Based upon a valuation, the total purchase price allocation was as follows: |
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Purchase price allocation: | (in thousands) | | | | | | | | | | | | |
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Goodwill | $ | 102,190 | | | | | | | | | | | | | |
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Identifiable intangible assets | 32,100 | | | | | | | | | | | | | |
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Cash | 133 | | | | | | | | | | | | | |
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Deferred tax assets and liabilities, net | (8,934 | ) | | | | | | | | | | | | |
Other assumed liabilities, net | (789 | ) | | | | | | | | | | | | |
Total allocation of purchase price consideration | 124,700 | | | | | | | | | | | | | |
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Less: cash acquired | (133 | ) | | | | | | | | | | | | |
Total purchase price allocation, net of cash acquired | $ | 124,567 | | | | | | | | | | | | | |
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Less: contingent consideration | (13,048 | ) | | | | | | | | | | | | |
Net cash used to acquire ThingWorx | $ | 111,519 | | | | | | | | | | | | | |
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The purchase price allocation resulted in $102.2 million of goodwill, the majority of which will not be deductible for income tax purposes. All of the acquired goodwill was allocated to our software products segment. Intangible assets of $32.1 million includes purchased software of $20.5 million, customer relationships of $8.8 million and trademarks of $2.3 million, which are being amortized over weighted average useful lives of 11 years, 9 years and 12 years, respectively, based upon the pattern in which economic benefits related to such assets are expected to be realized. Additionally, we recorded in process research and development (IPR&D) of $0.5 million related to a version of ThingWorx software planned to be released in the third quarter of 2014. The value of the IPR&D was determined using an income approach. In accounting for the business combination we recorded net deferred tax liabilities of $8.9 million, primarily related to the tax effect of the acquired intangible assets other than goodwill that are not deductible for income tax purposes and net operating loss carryforwards. As described in Note 11, these net deferred tax liabilities reduced our net deferred tax asset balance and resulted in a tax benefit to decrease our valuation allowance in the U.S. |
The resulting amount of goodwill reflects our expectations of the following benefits: (1) acceleration of our entry into the emerging IoT market including supporting manufacturers seeking to create and service smart, connected products and helping companies in a wide range of other industries seeking to develop applications for the IoT; (2) our intention to leverage our larger sales force and our intellectual property to attract new contracts and revenue; and (3) our intention to leverage our established presence in global markets. |
Servigistics |
On October 2, 2012, we acquired Servigistics, Inc., a developer of a suite of service lifecycle management (SLM) software solutions, for $220.8 million in cash (net of a final purchase price adjustment of $1.6 million received from the sellers in the the third quarter of 2013 and net of cash acquired of $1.4 million). We acquired Servigistics to expand our products that support service organizations within manufacturing companies, including managing service and spare parts information and the delivery of service for warranty and product support processes. Servigistics had annualized revenues of approximately $80 million and approximately 400 employees. |
The results of operations of Servigistics have been included in our consolidated financial statements beginning on the acquisition date. The unaudited financial information in the table below summarizes the combined results of operations of PTC and Servigistics, on a pro forma basis, as though the companies had been combined as of the beginning of PTC's fiscal year 2012. The pro forma information for all periods presented includes the effects of business combination accounting resulting from the acquisition as though the acquisition had been consummated as of the beginning of fiscal year 2012, including amortization charges from acquired intangible assets, the fair value adjustment of acquired deferred support revenue being recorded in fiscal year 2012 versus fiscal year 2013, the exclusion of $1.0 million and $5.6 million of acquisition-related costs in the second quarter and first six months of 2013, respectively, and the related tax effects. PTC's first quarter of 2013 results also exclude the $32.6 million tax benefit recorded to decrease our valuation allowance in jurisdictions where we have recorded a valuation allowance as a result of Servigistics' net deferred tax liability position recorded in accounting for the business combination (Note 11). The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that actually would have been achieved if the acquisition had taken place at the beginning of 2012. |
Unaudited Pro Forma Financial Information |
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| Three months ended | | Six months ended |
| Pro Forma | | As Reported | | Pro Forma | | As Reported |
| 30-Mar-13 | | 30-Mar-13 | | 30-Mar-13 | | 30-Mar-13 |
| (in millions, except per share amounts) |
Revenue | $ | 314.6 | | | $ | 313.9 | | | $ | 635.9 | | | $ | 633.7 | |
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Operating income | $ | 22 | | | $ | 21.2 | | | $ | 41.2 | | | $ | 35.1 | |
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Net income | $ | 17.7 | | | $ | 17 | | | $ | 26 | | | $ | 52.8 | |
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Earnings per share—Basic | $ | 0.15 | | | $ | 0.14 | | | $ | 0.22 | | | $ | 0.44 | |
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Earnings per share—Diluted | $ | 0.15 | | | $ | 0.14 | | | $ | 0.21 | | | $ | 0.44 | |
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