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United States securities and exchange commission logo
June 23, 2022
Matthew Brown,
Chief Financial Officer
Altair Engineering Inc.
1820 East Big Beaver Road
Troy, MI 48083
Re: Altair Engineering
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed February 28,
2022
Form 8-K Furnished
May 5, 2022
File No. 001-38263
Dear Mr. Brown,:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Management s Discussion and Analysis of Financial Condition and
Results of Operations
Recurring Software License Rate, page 53
1. Please tell us and
revise to explain what the Recurring Software License Rate metric is
intended to convey, why
such information is useful information to investors, and how
management uses this
measure in managing or monitoring the performance of
your business. Also, as
your term licenses are renewed annually, tell us what
consideration was given
to disclosing your renewal rates for these licenses. Refer to SEC
Release 33-10751.
Matthew Brown,
FirstName LastNameMatthew Brown,
Altair Engineering Inc.
Comapany
June NameAltair Engineering Inc.
23, 2022
June 23,
Page 2 2022 Page 2
FirstName LastName
Form 8-K furnished on May 5, 2022
Exhibit 99.1
First Quarter 2022 Financial Highlights, page 1
2. We note that you disclose Adjusted EBITDA margin and Free Cash Flow
but do not
disclose the comparable GAAP measure. Please revise to include the
comparable GAAP
measures with equal or greater prominence. Refer to Item
10(e)(1)(i)(A) of Regulation
S-K and Question 102.10 of the Non-GAAP C&DIs.
Non-GAAP Financial Measures, page 2
3. You disclose that the non-GAAP tax adjustments approximate your tax
rate excluding
discrete items and other specific events that can fluctuate from
period to period. Please
explain to us in greater detail how you arrived at the non-GAAP tax
effect and describe
the discrete items and events that were excluded when arriving at the
non-GAAP tax rate.
In this regard, we note that the non-GAAP effective tax rates for the
quarter ended March
31, 2022 and for the fiscal year ended December 31, 2021 appear to be
insignificant
compared to the amount of non-GAAP income before income taxes and are
significantly
lower than the federal statutory rate.
4. We note that in your earnings call you discuss Non-GAAP gross profit,
Non-GAAP gross
margin and Non-GAAP operating expenses; however these measures are not
reconciled in
your earnings release furnished on Form 8-K. Please ensure that all
non-GAAP measure
referred to orally in your earnings calls are reconciled in your
earnings release or on your
web site. Refer to Regulation G.
Financial Results, page 8
5. Please revise to reconcile Adjusted EBITDA to GAAP Net loss, the most
comparable
GAAP measure. In this regard, we note that you currently reconcile
Adjusted EBITDA to
another Non-GAAP measure, Non-GAAP Net income. Refer to Item
10(e)(1)(i)(B) of
Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Matthew Brown,
Altair Engineering Inc.
June 23, 2022
Page 3
You may contact Christine Dietz, Senior Staff Accountant, at (202)
551-3408 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 with any questions.
FirstName LastNameMatthew Brown, Sincerely,
Comapany NameAltair Engineering Inc.
Division of
Corporation Finance
June 23, 2022 Page 3 Office of Technology
FirstName LastName