PTC Inc. – ‘8-K/A’ for 5/30/95

As of:  Friday, 6/23/95   ·   For:  5/30/95   ·   Accession #:  950109-95-2425   ·   File #:  0-18059

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Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                            9     37K 
 2: EX-23.1     Consent of Accountants                                 1      5K 
 3: EX-99.1     Audited Financial Statements                          10     30K 
 4: EX-99.2     Unaudited Financial Statements                         5     15K 

8-K/A   —   Amendment to Current Report
Document Table of Contents

8-K/A
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

FORM  8-K/A 

CURRENT REPORT  

Pursuant to Section 13 or 15(d) of  
the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported):   APRIL 12, 1995              

PARAMETRIC TECHNOLOGY CORPORATION 
(Exact name of registrant as specified in its charter)  

MASSACHUSETTS                      0-18059              04-2866152  
(State or other jurisdiction           (Commission           (IRS Employer      
   of Incorporation)                   File number)          Identification No.)

128 TECHNOLOGY DRIVE                                                
WALTHAM, MASSACHUSETTS                                  02154       
(Address of principal executive offices)                     (Zip Code)         

Registrant's telephone number, including area code:  (617) 398-5000             

NO CHANGE SINCE LAST REPORT 
(Former name or former address, if changed since last report) 

Total number of sequentially numbered pages: 25 

Exhibit Index appears on page 9 

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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS                                      
---------------------------------                             

(a)  Financial statements of business acquired                                  
-----------------------------------------                             

See Exhibits 99.1 and 99.2, filed herewith.                   

(b)  Pro forma combined financial information                                   
----------------------------------------                              

      The following unaudited pro forma combined financial statements give
effect to the acquisition of substantially all of the assets and specified      
liabilities of the Conceptual Design and Rendering System ("CDRS") software     
business operated by the Design Software Division of Evans & Sutherland Computer
Corporation and are based on the historical consolidated financial statements of
Parametric Technology Corporation ("the Company") and the historical financial  
statements of CDRS. The unaudited pro forma combined balance sheet was prepared 
as if the acquisition had occurred on April 1, 1995, combining the Company's    
financial information as of April 1, 1995 and CDRS financial information as of  
March 31, 1995. The unaudited pro forma combined statements of income for the   
year ended September 30, 1994 and the six months ended April 1, 1995 were       
prepared as if the acquisition had occurred on October 1, 1993. To prepare the  
unaudited pro forma combined statement of income, the Company's statement of    
income for the fiscal year ended September 30, 1994 has been presented with the 
statement of operations of CDRS for the fiscal year ended December 30, 1994. To 
prepare the unaudited pro forma combined statement of income, the Company's     
statement of income for the six months ended April 1, 1995 has been presented   
with the statement of operations of CDRS for the six months ended March 31,     
1995. This method of combined reporting is utilized solely for presentation of  
unaudited pro forma combined financial statements. Actual statements of income  
and operations of the Company and CDRS will be combined from the effective date 
of the acquisition, with no retroactive restatement.                            

        The unaudited pro forma combined financial statements are not intended
to reflect the results of operations or the financial position which would have 
actually resulted had the acquisition been effected on the dates indicated      
above. Moreover, the unaudited pro forma combined financial statements are not  
intended to be indicative of the results of operations or the financial position
which may be attained in the future.                                            

      The unaudited pro forma combined financial statements are based upon
assumptions deemed appropriate by the management of the Company and should be   
read in conjunction with the Company's Annual Report on Form 10-K for the year  
ended September 30, 1994 and Quarterly Report on Form 10-Q for the quarter ended
April 1, 1995, incorporated herein by reference, and the financial statements of
CDRS contained elsewhere in this Form 8-K/A.                                    

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PARAMETRIC TECHNOLOGY CORPORATION 
UNAUDITED PRO FORMA COMBINED BALANCE SHEET  
(AMOUNTS IN THOUSANDS)  

                                                        [Enlarge/Download Table]

                                                    Parametric            CDRS    Pro Forma    Pro Forma 
                  ASSETS                         April 1, 1995  March 31, 1995  Adjustments     Combined 
                                                 -------------  --------------  -----------    --------- 
                                                                                                         
Current assets:                                                                                          
  Cash and cash equivalents                          $ 118,252                   $ (34,100) A  $  84,152 
  Short-term investments                               160,322                                   160,322 
  Accounts receivable                                   62,235        $  1,015                    63,250 
  Allowance for doubtful accounts                       (2,175)                                   (2,175)
  Other current assets                                   9,528             222         500  B     10,250 
                                                     ---------        --------   ---------     --------- 

    Total current assets                               348,162           1,237     (33,600)      315,799 

Property and equipment, net                             13,515           1,247        (847) C     13,915 
Capitalized computer software costs, net                 1,424                       3,400  D      4,824 
Other assets                                             2,921                      18,570  E     21,491 
                                                     ---------        --------   ---------     --------- 

    Total assets                                     $ 366,022        $  2,484   $ (12,477)    $ 356,029 
                                                     =========        ========   =========     ========= 

   LIABILITIES AND STOCKHOLDERS' EQUITY                                                                  

Current liabilities:                                                                                     
  Accounts payable and accrued expenses              $  12,957        $    359   $     500  F  $  13,816 
  Accrued compensation                                  14,461             181                    14,642 
  Deferred revenue                                      33,366             792                    34,158 
  Income taxes                                           1,774                                     1,774 
                                                     ---------        --------   ---------     --------- 

    Total current liabilities                           62,558           1,332         500        64,390 

Deferred income taxes                                      676              69                       745 

Stockholders' equity:                                                                                    
  Preferred stock, $.01 par value; 5,000 shares                                                          
    authorized; none issued                                 --                                        -- 
  Common stock, $.01 par value; 75,000 shares                                                            
    authorized; 57,793 issued                              578                                       578 
  Additional paid-in capital                           113,869                                   113,869 
  Parent's equity                                                        1,083      (1,083) G          0 
  Cumulative translation adjustments                     2,943                                     2,943 
  Valuation allowance for investments                       85                                        85 
  Retained earnings                                    185,313                     (11,894) H    173,419 
                                                     ---------        --------   ---------     --------- 

    Total stockholders' equity                         302,788           1,083     (12,977)      290,894 
                                                     ---------        --------   ---------     --------- 

    Total liabilities and stockholders' equity       $ 366,022        $  2,484   $ (12,477)    $ 356,029 
                                                     =========        ========   =========     ========= 

The accompanying notes are an integral part of the unaudited pro forma  
combined financial statements.                                          

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PARAMETRIC TECHNOLOGY CORPORATION 
UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME 
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                               Parametric               CDRS                            
                                               Year Ended         Year Ended     Pro Forma     Pro Forma
                                       September 30, 1994  December 30, 1994   Adjustments      Combined
                                       ------------------  -----------------   -----------     ---------

                                                                                                        
Revenue:                                                                                                
   License                                      $ 191,045            $ 5,762                   $ 196,807
   Service                                         53,211              1,831                      55,042
                                                ---------            -------                   ---------

      Total revenue                               244,256              7,593                     251,849
                                                ---------            -------                   ---------

Cost of revenue:                                                                                        
   License                                            878                 82      $  1,133  I      2,093
   Service                                         17,997                616                      18,613
                                                ---------            -------      --------     ---------

      Total cost of revenue                        18,875                698         1,133        20,706
                                                ---------            -------      --------     ---------

Gross profit                                      225,381              6,895        (1,133)      231,143
                                                ---------            -------      --------     ---------

Operating expenses:                                                                                     
   Sales and marketing                             95,810              3,988           343  J    100,141
   Research and development                        15,422              1,865           140  J     17,427
   General and administrative                      11,974                923         1,155  J     14,052
                                                ---------            -------      --------     ---------

      Total operating expenses                    123,206              6,776         1,638       131,620
                                                ---------            -------      --------     ---------

Operating income (loss)                           102,175                119        (2,771)       99,523

Other income, net                                   4,718                 --          (997) K      3,721
                                                ---------            -------      --------     ---------

Income (loss) before income taxes                 106,893                119        (3,768)      103,244

Provision (benefit) for income taxes               39,978                580        (1,944) L     38,614
                                                ---------            -------      --------     ---------

Net income (loss)                               $  66,915            $  (461)     $ (1,824)    $  64,630
                                                =========            =======      ========     =========

Net income per share                               $ 1.14                                         $ 1.10
                                                   ======                                         ======

Weighted average number of common and                                                                   
   dilutive common equivalent shares                                                                    
   outstanding                                     58,564                                         58,564
                                                   ======                                         ======

The accompanying notes are an integral part of the unaudited pro forma    
combined financial statements.                                            

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PARAMETRIC TECHNOLOGY CORPORATION 
UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME 
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                             Parametric              CDRS                             
                                       Six Months Ended  Six Months Ended     Pro Forma      Pro Forma
                                          April 1, 1995    March 31, 1995   Adjustments       Combined
                                          -------------    --------------   -----------      ---------

                                                                                                      
Revenue:                                                                                              
   License                                    $ 114,879          $  1,626                    $ 116,505
   Service                                       40,662               761                       41,423
                                              ---------          --------                    ---------

      Total revenue                             155,541             2,387                      157,928
                                              ---------          --------                    ---------

Cost of revenue:                                                                                      
   License                                          657                16       $    567  I      1,240
   Service                                       13,038               336                       13,374
                                              ---------          --------                    ---------

      Total cost of revenue                      13,695               352            567        14,614
                                              ---------          --------       --------     ---------

Gross profit                                    141,846             2,035           (567)      143,314
                                              ---------          --------       --------     ---------

Operating expenses:                                                                                   
   Sales and marketing                           62,478             2,276            171  J     64,925
   Research and development                       8,783             1,204             70  J     10,057
   General and administrative                     7,785               588            577  J      8,950
                                              ---------          --------       --------     ---------

      Total operating expenses                   79,046             4,068            818        83,932
                                              ---------          --------       --------     ---------

Operating income (loss)                          62,800            (2,033)        (1,385)       59,382

Other income, net                                 3,714                --           (699) K      3,015
                                              ---------          --------       --------     ---------

Income (loss) before income taxes                66,514            (2,033)        (2,084)       62,397

Provision (benefit) for income taxes             24,876              (600)          (940) L     23,336
                                              ---------          --------       --------     ---------

Net income (loss)                             $  41,638          $ (1,433)      $ (1,144)    $  39,061
                                              =========          ========       ========     =========

Net income per share                             $ 0.70                                         $ 0.65
                                                 ======                                         ======

Weighted average number of common and                                                                 
   dilutive common equivalent shares                                                                  
   outstanding                                   59,678                                         59,678
                                                 ======                                         ======

The accompanying notes are an integral part of the unaudited pro forma  
combined financial statements.                                          

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PARAMETRIC TECHNOLOGY CORPORATION 
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS  

        The unaudited pro forma combined balance sheet has been prepared as if
the acquisition, which is being accounted for as a purchase, was completed as of
April 1, 1995, combining Parametric Technology Corporation ("the Company")      
amounts as of April 1, 1995 and Conceptual Design and Rendering System ("CDRS") 
software business operated by the Design Software Division of Evans & Sutherland
Computer Corporation ("Evans & Sutherland") amounts as of March 31, 1995. The   
aggregate purchase price of $34.1 million has been allocated to assets acquired 
and liabilities assumed. The aggregate purchase price is subject to a final     
adjustment based upon the closing balance sheet of CDRS at April 12, 1995. The  
allocation of the purchase price among the identifiable intangible assets was   
based upon an independent appraisal of the fair market value of those assets.   
This appraisal allocated $19.0 million to purchased research and development in 
process, which has not yet reached technological feasibility and does not have  
alternative future uses. This amount has been recorded as a pro forma adjustment
in accordance with generally accepted accounting principles.                    

      To prepare the unaudited pro forma combined statement of income, the
Company's statement of income for the year ended September 30, 1994 has been    
presented with the statement of operations of CDRS for the year ended December  
30, 1994. Also, the Company's statement of income for the six months ended April
1, 1995 has been presented with the statement of operations of CDRS for the six 
months ended March 31, 1995. This method of combined reporting is utilized      
solely for presentation of unaudited combined financial statements. Actual      
statements of income and operations of the Company and CDRS will be combined    
from the effective date of the acquisition, with no retroactive restatement.    

         The unaudited pro forma combined financial statements should be read in
conjunction with the historical consolidated financial statements of the        
Company and the historical financial statements of CDRS.                        

      The unaudited pro forma combined statements of income do not include
the $19.0 million write-off of purchased research and development in process    
arising from this acquisition, as it is a material nonrecurring charge. This    
charge will be included in the actual consolidated statement of income of the   
Company in the quarter ending July 1, 1995.                                     

     The following pro forma adjustments have been made to the pro forma
combined financial statements.                                                  

A)   Reflects the cash paid to Evans & Sutherland                       
B)   Reflects the receivable from Evans & Sutherland related to the     
         preliminary purchase price adjustment based upon the terms of the asset
purchase agreement                                            
   C)   Reflects the adjustment to estimated fair market value of property and
equipment                                                     
D)   Reflects the allocation of purchase price to purchased computer    
software                                                      
  E)   Reflects the allocation of purchase price to the intangible assets of
      $11.5 million and $7.1 million of deferred tax assets as a result of
         the write-off of $19.0 million of purchased research and development in
process                                                       
   F)   Reflects the accrual of transaction costs directly attributable to the
acquisition                                                   
G)   Reflects the elimination of Evans & Sutherland's equity in CDRS    
H)   Reflects the net, after tax impact of the write-off of purchased   
research and development in process                           

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I)   Reflects the amortization of the purchased computer software over an   
estimated useful life of three years                              
J)   Reflects the amortization of the intangible assets, excluding those    
      assets related to purchased research and development in process, over an
estimated useful life of seven years                              
 K)   Reflects the estimated reduction in interest income related to the $34.1
million cash payment to Evans & Sutherland                        
L)   Reflects the tax effect of the pro forma adjustments at the Company's  
effective tax rate and the estimated tax impact of combining the  
operations of CDRS with the Company                               

(c)  Exhibits                                                                   
--------                                                              

2.1    Audited financial statements for the Conceptual Design and Rendering     
       System Operations of Evans & Sutherland Computer Corporation for the year
ended December 30, 1994.                                          

2.2    Unaudited financial statements for the Conceptual Design and Rendering   
  System Operations of Evans & Sutherland Computer Corporation for the
three months ended March 31, 1995.                                

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      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the    
undersigned thereunto duly authorized.                                          

                           Parametric Technology Corporation

June 22, 1995                        By:  /S/ James F. Kelliher                 
                                        ------------------------------------
                     James F. Kelliher
                             Vice President of Finance
                           and Assistant Treasurer

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                                 EXHIBIT INDEX                                

Exhibit No.                       Description                             Page
-----------                       -----------                             ----

                                                                              
13.1        Annual Report to Stockholders for the fiscal year ended        *  
            September 30, 1994 (filed as Exhibit 13.1 to the Annual           
            Report on Form 10-K for the fiscal year ended September           
            30, 1994, and incorporated herein by reference).                  

13.2        Quarterly Report on Form 10-Q for the quarter ended April      *  
            1, 1995                                                           

23.1        Consent of KPMG Peat Marwick LLP; filed herewith               10 

99.1        Audited financial statements for the Conceptual Design and     11 
            Rendering System Operations of Evans & Sutherland Computer        
            Corporation for the year ended December 30, 1994                  

99.2        Unaudited financial statements for the Conceptual Design       21 
            and Rendering System Operations of Evans & Sutherland             
            Computer Corporation for the three months ended March             
            31, 1995                                                          

*  Incorporated by reference                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K/A’ Filing		Date		First		Last			Other Filings
		7/1/95		6					10-Q
Filed on:		6/23/95
		6/22/95		8
For Period End:		5/30/95							8-K
		4/12/95		1		6
		4/1/95		2		6			10-Q
		3/31/95		2		9
		12/30/94		2		9
		9/30/94		2		9
		10/1/93		2
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