UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code:
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(Former name or former address, if changed since last report)
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 24, 2022, Altair Engineering Inc. (the “Company”) issued a press release disclosing its financial information and operating metrics for its fourth quarter and year ended December 31, 2021. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On February 21, 2022, the Board of Directors of the Company approved a share repurchase program (the “Repurchase Program”), pursuant to which the Company is authorized to repurchase up to $50 million of shares of the Company’s outstanding Class A Common Stock, par value $0.0001 per share (the “Common Stock”). The shares of Common Stock may be repurchased in the open market, by block purchase, or in privately negotiated transactions from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the Securities and Exchange Commission, including Rule 10b-18 of the Exchange Act.
All shares of Common Stock repurchased pursuant to the Repurchase Program will be retired and be available for use and reissuance as and when determined by the Board of Directors including, without limitation, pursuant to the Company's 2017 Equity Incentive Plan and the Company’s 2021 Employee Stock Purchase Plan.
The Repurchase Program has no expiration date and does not obligate the Company to repurchase shares. The timing and actual number of shares repurchased will depend on a variety of factors including price, market conditions, corporate and regulatory requirements and other investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
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Exhibit 99.1 |
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Press Release issued by Altair Engineering Inc. dated February 24, 2022, furnished hereto. |
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Exhibit 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
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ALTAIR ENGINEERING INC. |
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Date: February 24, 2022 |
By: |
/s/ Matthew Brown |
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Matthew Brown |
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Chief Financial Officer |
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Exhibit 99.1
Altair Announces Fourth Quarter and Full Year 2021 Financial Results
Full Year 2021 Software Product Revenue Grew 15.8%, Exceeding Expectations
TROY, Mich. – February 24, 2022 – Altair (Nasdaq: ALTR), a global leader in computational science and artificial intelligence today released its financial results for the fourth quarter and full year ended December 31, 2021.
“Altair had an excellent fourth quarter and full year 2021, highlighted by year-on-year software product revenue growth of 15.8%,” said James Scapa, Founder, Chairman and Chief Executive Officer of Altair. “Our vision for driving smarter decisions with computational science and artificial intelligence is resonating with customers, our products continue to gain market share, and we are expanding our footprint across all verticals.”
“Our fourth quarter 2021 financial performance was a fantastic end to an impressive year, with revenue and profit exceeding expectations and carrying momentum into 2022,” said Matt Brown, Chief Financial Officer of Altair. “We achieved software revenue growth in the mid-teens in 2021, while significantly improving our profitability, putting us well on track for our medium and long-term goals.”
Fourth Quarter 2021 Financial Highlights
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Software product revenue was $122.4 million compared to $113.6 million for the fourth quarter of 2020. |
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Total revenue was $140.8 million compared to $133.4 million for the fourth quarter of 2020. |
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Net loss was $(1.4) million compared to net income of $2.2 million for the fourth quarter of 2020. Diluted net loss per share was $(0.02) based on 79.0 million diluted weighted average common shares outstanding, compared to diluted net income per share of $0.03 for the fourth quarter of 2020, based on 78.5 million diluted weighted average common shares outstanding. |
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Adjusted EBITDA was $24.0 million, compared to $21.7 million for the fourth quarter of 2020. |
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Non-GAAP net income was $16.4 million, compared to non-GAAP net income of $14.5 million for the fourth quarter of 2020. Non-GAAP diluted net income per share was $0.19 based on 87.3 million non-GAAP diluted common shares outstanding, compared to non-GAAP diluted net income per share of $0.17 for the fourth quarter of 2020, based on 83.0 million non-GAAP diluted common shares outstanding. |
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Free cash flow was $5.0 million, compared to $3.4 million for the fourth quarter of 2020. |
Full Year 2021 Financial Highlights
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Software product revenue was $453.7 million compared to $391.7 million for the full year of 2020. |
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Total revenue was $532.2 million compared to $469.9 million for the full year of 2020. |
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Net loss was $(8.8) million compared to net loss of $(10.5) million for the full year of 2020. Diluted net loss per share was $(0.12) based on 76.2 million diluted weighted average common shares outstanding, compared to diluted net loss per share of $(0.14) for the full year of 2020, based on 73.2 million diluted weighted average common shares outstanding. |
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Adjusted EBITDA was $85.3 million, compared to $57.3 million for the full year of 2020. |
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Non-GAAP net income was $57.6 million, compared to non-GAAP net income of $37.2 million for the full year of 2020. Non-GAAP diluted net income per share was $0.66 based on 87.3 million non-GAAP diluted common shares outstanding, compared to non-GAAP diluted net income per share of $0.45 for the full year of 2020, based on 83.0 million non-GAAP diluted common shares outstanding. |
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Free cash flow was $53.8 million, compared to $26.8 million for the full year of 2020. |
Exhibit 99.1
Business Outlook
Based on information available as of today, Altair is issuing guidance for the first quarter and full year 2022.
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(in millions) |
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First Quarter 2022 |
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Full Year 2022 |
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Software Product Revenue |
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$ |
134.0 |
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to |
$ |
137.0 |
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$ |
496.0 |
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to |
$ |
508.0 |
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Total Revenue |
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$ |
152.0 |
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$ |
155.0 |
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$ |
568.0 |
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$ |
582.0 |
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Net Income (Loss) |
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$ |
5.6 |
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$ |
7.5 |
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$ |
(23.1 |
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$ |
(13.4 |
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Non-GAAP Net Income |
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$ |
25.2 |
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$ |
26.6 |
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$ |
65.3 |
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$ |
72.7 |
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Adjusted EBITDA |
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$ |
36.0 |
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$ |
38.0 |
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$ |
96.0 |
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$ |
106.0 |
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Net Cash Provided by Operating Activities |
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$ |
12.2 |
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$ |
19.2 |
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Free Cash Flow (1) |
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$ |
5.0 |
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$ |
12.0 |
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Conference Call Information
What: Altair’s Fourth Quarter and Full Year 2021 Financial Results Conference CallWhen:Thursday, February 24, 2022
Time:5 p.m. ETLive Call:(866) 754-5204, Domestic(636) 812-6621, International
Replay:(855) 859-2056, Conference ID 8892192, Domestic(404) 537-3406, Conference ID 8892192, InternationalWebcast: http://investor.altair.com (live & replay)
***
Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: Adjusted EBITDA, Non-GAAP Net Income, Non-GAAP Net Income Per Share and Free Cash Flow.
Altair believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. The Company’s management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis, for purposes of determining executive and senior management incentive compensation and for budgeting and planning purposes. The Company also believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.
Adjusted EBITDA represents net income adjusted for income tax expense, interest expense, interest income and other, depreciation and amortization, stock-based compensation expense, restructuring charges, asset impairment charges and other special items as identified by management and described elsewhere in this press release.
Non-GAAP net income excludes stock-based compensation, amortization of intangible assets related to acquisitions, restructuring charges, asset impairment charges, non-cash interest expense, other special items as identified by management and described elsewhere in this press release, and the impact of non-GAAP tax rate to income tax expense, which approximates our tax rate excluding discrete items and other specific events that can fluctuate from period to period.
Exhibit 99.1
Non-GAAP diluted common shares includes total outstanding shares plus outstanding equity awards under the Company’s equity award plans.
Free cash flow consists of cash flow from operations less capital expenditures.
Company management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Altair urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business.
Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included with the financial tables at the end of this release.
About Altair
Altair is a global leader in computational science and artificial intelligence (AI) that provides software and cloud solutions in the areas of simulation, high-performance computing (HPC), data analytics and AI. Altair enables organizations across all industries to compete more effectively and drive smarter decisions in an increasingly connected world – all while creating a greener, more sustainable future. To learn more, please visit www.altair.com.
Cautionary Language Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, our guidance for the fourth quarter and full year 2021, our statements regarding our expectation for 2022, and our reconciliations of projected non-GAAP financial measures. These forward-looking statements are made as of the date of this release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Altair’s control. Altair’s actual results could differ materially from those stated or implied in our forward-looking statements due to a number of factors, including but not limited to, the risks detailed in Altair’s quarterly and annual reports filed with the Securities and Exchange Commission as well as other documents that may be filed by the Company from time to time with the Securities and Exchange Commission. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent Altair’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. Altair undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Altair’s views as of any date subsequent to the date of this press release.
Media Relations
Dave Simon
Altair
248-614-2400 ext. 332
dls@altair.com
Investor Relations
The Blueshirt Group
Monica Gould
212-871-3927
ir@altair.com
Exhibit 99.1
Lindsay Savarese
212-331-8417
ir@altair.com
Exhibit 99.1
ALTAIR ENGINERING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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December 31, |
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(in thousands) |
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2021 |
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2020 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
413,743 |
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$ |
241,221 |
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Accounts receivable, net |
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137,561 |
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117,878 |
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Income tax receivable |
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9,388 |
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6,736 |
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Prepaid expenses and other current assets |
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27,529 |
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21,100 |
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Total current assets |
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588,221 |
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386,935 |
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Property and equipment, net |
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40,478 |
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36,332 |
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Operating lease right of use assets |
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28,494 |
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33,526 |
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Goodwill |
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370,178 |
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264,481 |
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Other intangible assets, net |
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99,057 |
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76,114 |
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Deferred tax assets |
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8,495 |
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7,125 |
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Other long-term assets |
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28,352 |
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25,389 |
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TOTAL ASSETS |
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$ |
1,163,275 |
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$ |
829,902 |
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LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Current portion of long-term debt |
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$ |
— |
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$ |
29,962 |
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Accounts payable |
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6,647 |
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8,594 |
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Accrued compensation and benefits |
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42,307 |
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34,772 |
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Current portion of operating lease liabilities |
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9,933 |
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10,331 |
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Other accrued expenses and current liabilities |
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122,226 |
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31,404 |
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Deferred revenue |
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93,160 |
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85,691 |
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Convertible senior notes, net |
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199,705 |
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— |
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Total current liabilities |
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473,978 |
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200,754 |
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Convertible senior notes, net |
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— |
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188,300 |
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Operating lease liabilities, net of current portion |
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19,550 |
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24,323 |
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Deferred revenue, non-current |
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12,872 |
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9,388 |
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Other long-term liabilities |
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42,894 |
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27,767 |
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TOTAL LIABILITIES |
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549,294 |
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450,532 |
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Commitments and contingencies |
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MEZZANINE EQUITY |
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784 |
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784 |
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STOCKHOLDERS’ EQUITY |
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Preferred stock ($0.0001 par value), authorized 45,000 shares, none issued or outstanding |
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— |
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— |
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Common stock ($0.0001 par value) |
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Class A common stock, authorized 513,797 shares, issued and outstanding 51,524 and 44,216 shares as of December 31, 2021 and 2020, respectively |
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5 |
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4 |
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Class B common stock, authorized 41,203 shares, issued and outstanding 27,745 and 30,111 shares as of December 31, 2021 and 2020, respectively |
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3 |
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3 |
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Additional paid-in capital |
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724,226 |
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474,669 |
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Accumulated deficit |
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(102,087 |
) |
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(93,293 |
) |
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Accumulated other comprehensive loss |
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(8,950 |
) |
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(2,797 |
) |
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TOTAL STOCKHOLDERS’ EQUITY |
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613,197 |
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378,586 |
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TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY |
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$ |
1,163,275 |
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$ |
829,902 |
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Exhibit 99.1
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For the Three Months Ended December 31, |
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For the Year Ended December 31, |
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(in thousands, except per share data) |
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2021 |
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2020 |
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2021 |
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2020 |
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Revenue |
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License |
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$ |
94,178 |
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$ |
76,381 |
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$ |
324,808 |
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$ |
259,965 |
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Maintenance and other services |
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28,180 |
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37,244 |
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128,938 |
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131,746 |
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Total software |
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122,358 |
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113,625 |
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453,746 |
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391,711 |
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Software related services |
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8,594 |
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7,906 |
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31,823 |
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26,454 |
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Total software and related services |
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130,952 |
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121,531 |
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485,569 |
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418,165 |
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Client engineering services |
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8,277 |
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9,934 |
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39,282 |
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44,320 |
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Other |
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1,568 |
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1,976 |
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|
7,328 |
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7,436 |
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Total revenue |
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140,797 |
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|
133,441 |
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532,179 |
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|
469,921 |
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Cost of revenue |
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|
|
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|
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License |
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6,223 |
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|
|
6,786 |
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|
|
19,929 |
|
|
|
19,637 |
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Maintenance and other services |
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12,494 |
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|
|
10,105 |
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|
47,862 |
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|
|
38,688 |
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Total software * |
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18,717 |
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|
16,891 |
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|
67,791 |
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|
58,325 |
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Software related services |
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|
5,645 |
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|
6,102 |
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|
|
23,205 |
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|
|
21,243 |
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Total software and related services |
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24,362 |
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|
|
22,993 |
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|
90,996 |
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|
|
79,568 |
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Client engineering services |
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|
6,547 |
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|
|
8,067 |
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|
|
31,710 |
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|
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35,684 |
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Other |
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|
1,888 |
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1,631 |
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|
6,960 |
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|
6,053 |
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Total cost of revenue |
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32,797 |
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|
32,691 |
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129,666 |
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|
121,305 |
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Gross profit |
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108,000 |
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|
100,750 |
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402,513 |
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348,616 |
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Operating expenses: |
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Research and development * |
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38,177 |
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34,966 |
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|
151,049 |
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|
126,081 |
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Sales and marketing * |
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38,182 |
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|
30,537 |
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|
|
132,750 |
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|
|
111,440 |
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General and administrative * |
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|
23,517 |
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|
|
22,933 |
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|
|
91,500 |
|
|
|
86,432 |
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Amortization of intangible assets |
|
|
4,433 |
|
|
|
4,986 |
|
|
|
18,357 |
|
|
|
16,376 |
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Other operating (income) loss, net |
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|
(956 |
) |
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|
5 |
|
|
|
(3,482 |
) |
|
|
(3,426 |
) |
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Total operating expenses |
|
|
103,353 |
|
|
|
93,427 |
|
|
|
390,174 |
|
|
|
336,903 |
|
|
Operating income |
|
|
4,647 |
|
|
|
7,323 |
|
|
|
12,339 |
|
|
|
11,713 |
|
|
Interest expense |
|
|
3,067 |
|
|
|
3,008 |
|
|
|
12,065 |
|
|
|
11,598 |
|
|
Other (income) loss, net |
|
|
(1,105 |
) |
|
|
(65 |
) |
|
|
562 |
|
|
|
(1,917 |
) |
|
Income (loss) before income taxes |
|
|
2,685 |
|
|
|
4,380 |
|
|
|
(288 |
) |
|
|
2,032 |
|
|
Income tax expense |
|
|
4,082 |
|
|
|
2,182 |
|
|
|
8,506 |
|
|
|
12,532 |
|
|
Net (loss) income |
|
$ |
(1,397 |
) |
|
$ |
2,198 |
|
|
$ |
(8,794 |
) |
|
$ |
(10,500 |
) |
|
(Loss) income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share attributable to common stockholders, basic |
|
$ |
(0.02 |
) |
|
$ |
0.03 |
|
|
$ |
(0.12 |
) |
|
$ |
(0.14 |
) |
|
Net (loss) income per share attributable to common stockholders, diluted |
|
$ |
(0.02 |
) |
|
$ |
0.03 |
|
|
$ |
(0.12 |
) |
|
$ |
(0.14 |
) |
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in computing net (loss) income per share, basic |
|
|
79,008 |
|
|
|
74,020 |
|
|
|
76,179 |
|
|
|
73,241 |
|
|
Weighted average number of shares used in computing net (loss) income per share, diluted |
|
|
79,008 |
|
|
|
78,484 |
|
|
|
76,179 |
|
|
|
73,241 |
|
Exhibit 99.1
*Amounts include stock-based compensation expense as follows (in thousands):
|
|
|
(Unaudited) |
|
|||||||||||||
|
|
|
Three Months Ended December 31, |
|
|
Twelve Months Ended December 31, |
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Cost of revenue-software |
|
$ |
1,828 |
|
|
$ |
871 |
|
|
$ |
5,619 |
|
|
$ |
2,473 |
|
|
Research and development |
|
|
5,338 |
|
|
|
2,686 |
|
|
|
16,561 |
|
|
|
8,372 |
|
|
Sales and marketing |
|
|
4,244 |
|
|
|
2,474 |
|
|
|
15,044 |
|
|
|
6,423 |
|
|
General and administrative |
|
|
1,910 |
|
|
|
1,385 |
|
|
|
7,325 |
|
|
|
4,087 |
|
|
Total stock-based compensation expense |
|
$ |
13,320 |
|
|
$ |
7,416 |
|
|
$ |
44,549 |
|
|
$ |
21,355 |
|
Exhibit 99.1
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
|
|
|
Year Ended December 31, |
|
|||||
|
(in thousands) |
|
2021 |
|
|
2020 |
|
||
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(8,794 |
) |
|
$ |
(10,500 |
) |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
25,644 |
|
|
|
23,806 |
|
|
Provision for credit loss |
|
|
514 |
|
|
|
1,259 |
|
|
Amortization of debt discount and issuance costs |
|
|
11,428 |
|
|
|
10,829 |
|
|
Stock-based compensation expense |
|
|
44,549 |
|
|
|
21,355 |
|
|
Deferred income taxes |
|
|
(1,502 |
) |
|
|
(10,350 |
) |
|
Other, net |
|
|
757 |
|
|
|
118 |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(15,645 |
) |
|
|
(11,032 |
) |
|
Prepaid expenses and other current assets |
|
|
(9,026 |
) |
|
|
(2,131 |
) |
|
Other long-term assets |
|
|
(6,682 |
) |
|
|
(4,527 |
) |
|
Accounts payable |
|
|
(3,857 |
) |
|
|
(1,839 |
) |
|
Accrued compensation and benefits |
|
|
7,761 |
|
|
|
1,985 |
|
|
Other accrued expenses and current liabilities |
|
|
6,365 |
|
|
|
5,629 |
|
|
Deferred revenue |
|
|
10,111 |
|
|
|
8,280 |
|
|
Net cash provided by operating activities |
|
|
61,623 |
|
|
|
32,882 |
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Payments for acquisition of businesses, net of cash acquired |
|
|
(53,983 |
) |
|
|
(41,028 |
) |
|
Capital expenditures |
|
|
(7,849 |
) |
|
|
(6,093 |
) |
|
Payments for acquisition of developed technology |
|
|
(344 |
) |
|
|
(2,133 |
) |
|
Other investing activities, net |
|
|
(306 |
) |
|
|
162 |
|
|
Net cash used in investing activities |
|
|
(62,482 |
) |
|
|
(49,092 |
) |
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Proceeds from private placement of common stock |
|
|
200,000 |
|
|
|
— |
|
|
Payments on revolving commitment |
|
|
(30,000 |
) |
|
|
— |
|
|
Proceeds from employee stock purchase plan contributions |
|
|
4,222 |
|
|
|
— |
|
|
Proceeds from the exercise of common stock options |
|
|
2,262 |
|
|
|
1,710 |
|
|
Borrowings under revolving commitment |
|
|
— |
|
|
|
30,000 |
|
|
Other financing activities |
|
|
(537 |
) |
|
|
(460 |
) |
|
Net cash provided by financing activities |
|
|
175,947 |
|
|
|
31,250 |
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
(2,623 |
) |
|
|
3,010 |
|
|
Net increase in cash, cash equivalents and restricted cash |
|
|
172,465 |
|
|
|
18,050 |
|
|
Cash, cash equivalents and restricted cash at beginning of year |
|
|
241,547 |
|
|
|
223,497 |
|
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
414,012 |
|
|
$ |
241,547 |
|
|
Supplemental disclosures of cash flow: |
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
633 |
|
|
$ |
731 |
|
|
Income taxes paid |
|
$ |
9,168 |
|
|
$ |
12,666 |
|
|
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
Issuance of common stock in connection with acquisitions |
|
$ |
3,690 |
|
|
$ |
3,504 |
|
|
Promissory notes issued and deferred payment obligations for acquisitions |
|
$ |
86,936 |
|
|
$ |
1,266 |
|
|
Finance leases |
|
$ |
9 |
|
|
$ |
118 |
|
|
Property and equipment in accounts payable and other current liabilities |
|
$ |
1,056 |
|
|
$ |
1,671 |
|
Exhibit 99.1
Financial Results
The following table provides a reconciliation Adjusted EBITDA, Non-GAAP net income and Non-GAAP net income per share – diluted, to net loss and net loss per share – diluted, the most comparable GAAP financial measures:
|
|
|
(Unaudited) |
|
|||||||||||||
|
|
|
Three Months Ended December 31, |
|
|
Twelve Months Ended December 31, |
|
||||||||||
|
(in thousands, except per share amounts) |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net (loss) income |
|
$ |
(1,397 |
) |
|
$ |
2,198 |
|
|
$ |
(8,794 |
) |
|
$ |
(10,500 |
) |
|
Stock-based compensation expense |
|
|
13,320 |
|
|
|
7,416 |
|
|
|
44,549 |
|
|
|
21,355 |
|
|
Amortization of intangible assets |
|
|
4,433 |
|
|
|
4,986 |
|
|
|
18,357 |
|
|
|
16,376 |
|
|
Non-cash interest expense |
|
|
2,915 |
|
|
|
2,762 |
|
|
|
11,428 |
|
|
|
10,824 |
|
|
Restructuring expense |
|
|
99 |
|
|
|
— |
|
|
|
5,053 |
|
|
|
— |
|
|
Impact of non-GAAP tax rate |
|
|
(1,696 |
) |
|
|
(2,900 |
) |
|
|
(11,740 |
) |
|
|
(525 |
) |
|
Special adjustments and other (1) |
|
|
(1,229 |
) |
|
|
— |
|
|
|
(1,229 |
) |
|
|
(372 |
) |
|
Non-GAAP net income |
|
|
16,445 |
|
|
|
14,462 |
|
|
|
57,624 |
|
|
|
37,158 |
|
|
Depreciation expense |
|
|
1,856 |
|
|
|
1,904 |
|
|
|
7,287 |
|
|
|
7,430 |
|
|
Cash interest (income) expense |
|
|
(114 |
) |
|
|
244 |
|
|
|
96 |
|
|
|
(357 |
) |
|
Income tax expense, net of non-GAAP impact |
|
|
5,778 |
|
|
|
5,082 |
|
|
|
20,246 |
|
|
|
13,057 |
|
|
Adjusted EBITDA |
|
$ |
23,965 |
|
|
$ |
21,692 |
|
|
$ |
85,253 |
|
|
$ |
57,288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share, diluted |
|
$ |
(0.02 |
) |
|
$ |
0.03 |
|
|
$ |
(0.12 |
) |
|
$ |
(0.14 |
) |
|
Non-GAAP net income per share, diluted |
|
$ |
0.19 |
|
|
$ |
0.17 |
|
|
$ |
0.66 |
|
|
$ |
0.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP diluted shares outstanding: |
|
|
79,008 |
|
|
|
78,484 |
|
|
|
76,179 |
|
|
|
73,241 |
|
|
Non-GAAP diluted shares outstanding: |
|
|
87,300 |
|
|
|
83,000 |
|
|
|
87,300 |
|
|
|
83,000 |
|
|
(1) |
The three and twelve months ended December 31, 2021, includes $1.2 million currency gains on acquisition-related intercompany loans. The twelve months ended December 31, 2020, includes $1.0 million of proceeds from settlements related to a historical acquisition and $0.6 million of severance expense. |
The following table provides a reconciliation of Free Cash Flow to net cash provided by operating activities, the most comparable GAAP financial measure:
|
|
|
(Unaudited) |
|
|||||||||||||
|
|
|
Three Months Ended December 31, |
|
|
Twelve Months Ended December 31, |
|
||||||||||
|
(in thousands) |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net cash provided by operating activities |
|
$ |
6,029 |
|
|
$ |
5,503 |
|
|
$ |
61,623 |
|
|
$ |
32,882 |
|
|
Capital expenditures |
|
|
(1,038 |
) |
|
|
(2,087 |
) |
|
|
(7,849 |
) |
|
|
(6,093 |
) |
|
Free Cash Flow |
|
$ |
4,991 |
|
|
$ |
3,416 |
|
|
$ |
53,774 |
|
|
$ |
26,789 |
|
Exhibit 99.1
Business Outlook
The following table provides a reconciliation of projected Adjusted EBITDA and projected Non-GAAP net income to projected net income (loss), the most comparable GAAP financial measure:
|
|
|
(Unaudited) |
|
|||||||||||||
|
|
|
Three Months Ending March 31, 2022 |
|
|
Year Ending December 31, 2022 |
|
||||||||||
|
(in thousands) |
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
||||
|
Net income (loss) |
|
$ |
5,600 |
|
|
$ |
7,500 |
|
|
$ |
(23,100 |
) |
|
$ |
(13,400 |
) |
|
Stock-based compensation expense |
|
|
18,000 |
|
|
|
18,000 |
|
|
|
71,600 |
|
|
|
71,600 |
|
|
Amortization of intangible assets |
|
|
5,900 |
|
|
|
5,900 |
|
|
|
23,000 |
|
|
|
23,000 |
|
|
Non-cash interest expense |
|
|
300 |
|
|
|
300 |
|
|
|
1,300 |
|
|
|
1,300 |
|
|
Impact of non-GAAP tax rate |
|
|
(4,600 |
) |
|
|
(5,100 |
) |
|
|
(7,500 |
) |
|
|
(9,800 |
) |
|
Non-GAAP net income |
|
|
25,200 |
|
|
|
26,600 |
|
|
|
65,300 |
|
|
|
72,700 |
|
|
Depreciation expense |
|
|
1,900 |
|
|
|
1,900 |
|
|
|
7,400 |
|
|
|
7,400 |
|
|
Cash interest expense, net |
|
|
100 |
|
|
|
100 |
|
|
|
300 |
|
|
|
300 |
|
|
Income tax expense, net of non-GAAP impact |
|
|
8,800 |
|
|
|
9,400 |
|
|
|
23,000 |
|
|
|
25,600 |
|
|
Adjusted EBITDA |
|
$ |
36,000 |
|
|
$ |
38,000 |
|
|
$ |
96,000 |
|
|
$ |
106,000 |
|
The following table provides a reconciliation of projected Free Cash Flow to projected net cash provided by operating activities, the most comparable GAAP financial measure:
|
|
|
|
|
|
|
(Unaudited) |
|
|||||
|
|
|
|
|
Year Ending December 31, 2022 |
|
|||||||
|
(in thousands) |
|
|
|
|
|
Low |
|
|
High |
|
||
|
Net cash provided by operating activities (1) |
|
|
|
|
|
$ |
12,200 |
|
|
$ |
19,200 |
|
|
Capital expenditures |
|
|
|
|
|
|
(7,200 |
) |
|
|
(7,200 |
) |
|
Free Cash Flow (1) |
|
|
|
|
|
$ |
5,000 |
|
|
$ |
12,000 |
|
|
(1) |
Includes $65.9 million payment in January 2022 for legal judgement acquired in December 2021. |