8-K
false000170173200017017322023-02-232023-02-23

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 23, 2023

 

 

Altair Engineering Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38263

38-2591828

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1820 E. Big Beaver Road

 

Troy, Michigan

 

48083

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (248) 614-2400

 

 

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock $0.0001 par value per share

 

ALTR

 

The NASDAQ Global Select Market

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 23, 2023, Altair Engineering Inc. issued a press release disclosing its financial information and operating metrics for its fourth quarter and full year ended December 31, 2022. 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 9.01. Financial Statements and Exhibits.

 

Exhibit 99.1

 

Press Release issued by Altair Engineering Inc. dated February 23, 2023, furnished hereto.

Exhibit 104

 

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.

 

 

 

 

 

 

ALTAIR ENGINEERING INC.

 

 

 

Date: February 23, 2023

By:

/s/ Matthew Brown

 

 

Matthew Brown

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 


EX-99

 

Exhibit 99.1

Altair Announces Fourth Quarter and Full Year 2022 Financial Results

Altair Achieves Record-High Revenue for 2022 and Outperforms Guidance Measures

 

TROY, Mich. – February 23, 2023 – 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, 2022.

“Altair had an outstanding fourth quarter, achieving record high software revenue, and showing exceptional momentum for the full year,” said James Scapa, founder, chairman and chief executive officer of Altair. “This performance is clearly well above expectations, and I am extremely proud of Altair's global team for their exceptional achievements.”

 

“The fourth quarter was very strong, capping one of the most successful years in our long history,” said Matt Brown, chief financial officer of Altair. “We ended 2022 with record high annual revenue and exceeded our profit expectations. We’ve been successful in our disciplined approach to spending and expect to carry that approach into 2023, as we remain committed to exiting the year with 20% EBITDA margin, while continuing to add 200 to 300 basis points of margin per year into the future.”

 

Fourth Quarter 2022 Financial Highlights

Software product revenue was $145.0 million compared to $122.4 million for the fourth quarter of 2021, an increase of 18.5% in reported currency and 25.5% in constant currency
Total revenue was $160.4 million compared to $140.8 million for the fourth quarter of 2021, an increase of 13.9% in reported currency and an increase of 20.6% in constant currency
Net income was $12.1 million compared to a net loss of $(1.4) million for the fourth quarter of 2021. Diluted net income per share was $0.14 based on 87.5 million diluted weighted average common shares outstanding, compared to diluted net loss per share of $(0.02) for the fourth quarter of 2021, based on 79.0 million diluted weighted average common shares outstanding. Net income margin was 7.5% compared to a net loss margin of -1.0% for the fourth quarter of 2021
Non-GAAP net income was $27.5 million, compared to non-GAAP net income of $16.4 million for the fourth quarter of 2021, an increase of 67.5%. Non-GAAP diluted net income per share was $0.31 based on 87.5 million non-GAAP diluted common shares outstanding, compared to non-GAAP diluted net income per share of $0.19 for the fourth quarter of 2021, based on 84.6 million non-GAAP diluted common shares outstanding
Adjusted EBITDA was $38.7 million compared to $24.0 million for the fourth quarter of 2021, an increase of 61.7%. Adjusted EBITDA margin was 24.1% compared to 17.0% for the fourth quarter of 2021
Cash provided by operating activities was $13.0 million, compared to $6.0 million for the fourth quarter of 2021
Free cash flow was $10.1 million, compared to $5.0 million for the fourth quarter of 2021.

 

Full Year 2022 Financial Highlights

Software product revenue was $506.5 million compared to $453.7 million for the full year of 2021, an increase of 11.6% in reported currency and 17.6% in constant currency
Total revenue was $572.2 million compared to $532.2 million for the full year of 2021, an increase of 7.5% in reported currency and an increase of 13.1% in constant currency
Net loss was $(43.4) million compared to $(8.8) million for the full year of 2021. Diluted net loss per share was $(0.55) based on 79.5 million diluted weighted average common shares outstanding, compared to diluted net loss per share of $(0.12) for the full year of 2021, based on 76.2 million diluted weighted average common shares outstanding. Net loss margin was -7.6% compared to -1.7% for the full year of 2021
Non-GAAP net income was $75.6 million, compared to non-GAAP net income of $57.6 million for the full year of 2021, an increase of 31.2%. Non-GAAP diluted net income per share was $0.89 based on 85.4 million non-GAAP diluted common shares outstanding, compared to non-GAAP diluted net income per share of $0.71 for the full year of 2021, based on 81.2 million non-GAAP diluted common shares outstanding
Adjusted EBITDA was $108.6 million compared to $85.3 million for the full year of 2021, an increase of 27.4%. Adjusted EBITDA margin was 19.0% compared to 16.0% for the full year of 2021

 


 

Cash provided by operating activities was $39.6 million, compared to $61.6 million for the full year of 2021
Free cash flow was $29.9 million, compared to $53.8 million for the full year of 2021.

Business Outlook

Based on information available as of today, Altair is issuing the following guidance for the first quarter and full year 2023:

 

 

 

(in millions, except %)

 

First Quarter 2023

 

 

Full Year 2023

 

Software Product Revenue

 

$

139.0

 

to

$

142.0

 

 

$

550.0

 

to

$

560.0

 

Growth Rate

 

 

-1.3

%

 

 

0.8

%

 

 

8.6

%

 

 

10.6

%

Growth Rate - Constant Currency

 

 

3.7

%

 

 

5.9

%

 

 

9.5

%

 

 

11.4

%

Total Revenue

 

$

155.0

 

 

$

158.0

 

 

$

613.0

 

 

$

623.0

 

Growth Rate

 

 

-3.0

%

 

 

-1.1

%

 

 

7.1

%

 

 

8.9

%

Growth Rate - Constant Currency

 

 

2.0

%

 

 

3.9

%

 

 

8.0

%

 

 

9.7

%

Net (Loss) Income

 

$

(0.4

)

 

$

1.5

 

 

$

(16.4

)

 

$

(6.7

)

Non-GAAP Net Income

 

$

24.2

 

 

$

25.7

 

 

$

85.4

 

 

$

92.8

 

Adjusted EBITDA

 

$

34.0

 

 

$

36.0

 

 

$

120.0

 

 

$

130.0

 

Net Cash Provided by Operating Activities

 

 

 

 

 

 

 

$

118.0

 

 

$

126.0

 

Free Cash Flow

 

 

 

 

 

 

 

$

108.0

 

 

$

116.0

 

Conference Call Information

What: Altair’s Fourth Quarter and Full Year 2022 Financial Results Conference Call
When: Thursday, February 23, 2023

Time: 5 p.m. ET
Webcast:
http://investor.altair.com (live & replay)

***

Non-GAAP Financial Measures

This press release contains the following non-GAAP financial measures: Non-GAAP Net Income, Non-GAAP Net Income Per Share, Adjusted EBITDA, Free Cash Flow, Non-GAAP Gross Profit and Non-GAAP Operating Expense.

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.

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.

Non-GAAP diluted common shares as defined starting with Q1 2022, includes the diluted weighted average shares outstanding per GAAP regardless of whether the Company is in a loss position. All periods presented will be adjusted to align with this new definition.

Billings consists of our total revenue plus the change in our deferred revenue, excluding deferred revenue from acquisitions.

 


 

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.

Free cash flow consists of cash flow from operations less capital expenditures.

Non-GAAP gross profit represents gross profit adjusted for stock-based compensation expense, restructuring expense and other special items as identified by management and described elsewhere in this press release.

Non-GAAP operating expense represents operating expense excluding stock-based compensation expense, amortization, restructuring charges, asset impairment charges and other special items as identified by management and described elsewhere in this press release.

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 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 first quarter and full year 2023, our statements regarding our expectations for 2023 and impacts on margin in future years, 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

Altair

Dave Simon

248-614-2400 ext. 332

dls@altair.com

 


 

Investor Relations

The Blueshirt Group

Monica Gould

212-871-3927

ir@altair.com

 

 

 


 

ALTAIR ENGINERING INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

December 31,

 

(in thousands)

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

316,146

 

 

$

413,743

 

Accounts receivable, net

 

 

170,279

 

 

 

137,561

 

Income tax receivable

 

 

11,259

 

 

 

9,388

 

Prepaid expenses and other current assets

 

 

29,142

 

 

 

27,529

 

Total current assets

 

 

526,826

 

 

 

588,221

 

Property and equipment, net

 

 

37,517

 

 

 

40,478

 

Operating lease right of use assets

 

 

33,601

 

 

 

28,494

 

Goodwill

 

 

449,048

 

 

 

370,178

 

Other intangible assets, net

 

 

107,609

 

 

 

99,057

 

Deferred tax assets

 

 

9,727

 

 

 

8,495

 

Other long-term assets

 

 

40,410

 

 

 

28,352

 

TOTAL ASSETS

 

$

1,204,738

 

 

$

1,163,275

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

10,434

 

 

$

6,647

 

Accrued compensation and benefits

 

 

42,456

 

 

 

42,307

 

Current portion of operating lease liabilities

 

 

10,396

 

 

 

9,933

 

Other accrued expenses and current liabilities

 

 

56,371

 

 

 

122,226

 

Deferred revenue

 

 

113,081

 

 

 

93,160

 

Convertible senior notes, net

 

 

 

 

 

199,705

 

Total current liabilities

 

 

232,738

 

 

 

473,978

 

Convertible senior notes, net

 

 

305,604

 

 

 

 

Operating lease liabilities, net of current portion

 

 

24,065

 

 

 

19,550

 

Deferred revenue, non-current

 

 

31,379

 

 

 

12,872

 

Other long-term liabilities

 

 

41,216

 

 

 

42,894

 

TOTAL LIABILITIES

 

 

635,002

 

 

 

549,294

 

Commitments and contingencies

 

 

 

 

 

 

MEZZANINE EQUITY

 

 

 

 

 

784

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Preferred stock ($0.0001 par value), authorized 45,000 shares, none issued or outstanding

 

 

 

 

 

 

Common stock ($0.0001 par value)

 

 

 

 

 

 

Class A common stock, authorized 513,797 shares, issued and outstanding 52,277
   and 51,524 shares as of December 31, 2022 and 2021, respectively

 

 

5

 

 

 

5

 

Class B common stock, authorized 41,203 shares, issued and outstanding 27,745
   shares as of December 31, 2022 and 2021

 

 

3

 

 

 

3

 

Additional paid-in capital

 

 

721,307

 

 

 

724,226

 

Accumulated deficit

 

 

(121,577

)

 

 

(102,087

)

Accumulated other comprehensive loss

 

 

(30,002

)

 

 

(8,950

)

TOTAL STOCKHOLDERS’ EQUITY

 

 

569,736

 

 

 

613,197

 

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

 

$

1,204,738

 

 

$

1,163,275

 

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

(in thousands, except per share data)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

$

107,418

 

 

$

94,178

 

 

$

363,520

 

 

$

324,808

 

Maintenance and other services

 

 

37,535

 

 

 

28,180

 

 

 

142,988

 

 

 

128,938

 

Total software

 

 

144,953

 

 

 

122,358

 

 

 

506,508

 

 

 

453,746

 

Software related services

 

 

7,518

 

 

 

8,594

 

 

 

30,661

 

 

 

31,823

 

Total software and related services

 

 

152,471

 

 

 

130,952

 

 

 

537,169

 

 

 

485,569

 

Client engineering services

 

 

6,469

 

 

 

8,277

 

 

 

28,883

 

 

 

39,282

 

Other

 

 

1,493

 

 

 

1,568

 

 

 

6,169

 

 

 

7,328

 

Total revenue

 

 

160,433

 

 

 

140,797

 

 

 

572,221

 

 

 

532,179

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

 

9,111

 

 

 

6,223

 

 

 

20,497

 

 

 

19,929

 

Maintenance and other services

 

 

13,318

 

 

 

12,494

 

 

 

51,946

 

 

 

47,862

 

Total software *

 

 

22,429

 

 

 

18,717

 

 

 

72,443

 

 

 

67,791

 

Software related services

 

 

5,119

 

 

 

5,645

 

 

 

21,858

 

 

 

23,205

 

Total software and related services

 

 

27,548

 

 

 

24,362

 

 

 

94,301

 

 

 

90,996

 

Client engineering services

 

 

5,187

 

 

 

6,547

 

 

 

23,577

 

 

 

31,710

 

Other

 

 

1,119

 

 

 

1,888

 

 

 

5,011

 

 

 

6,960

 

Total cost of revenue

 

 

33,854

 

 

 

32,797

 

 

 

122,889

 

 

 

129,666

 

Gross profit

 

 

126,579

 

 

 

108,000

 

 

 

449,332

 

 

 

402,513

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development *

 

 

47,511

 

 

 

38,177

 

 

 

185,863

 

 

 

151,049

 

Sales and marketing *

 

 

41,203

 

 

 

38,182

 

 

 

155,245

 

 

 

132,750

 

General and administrative *

 

 

24,993

 

 

 

23,517

 

 

 

97,606

 

 

 

91,500

 

Amortization of intangible assets

 

 

8,828

 

 

 

4,433

 

 

 

27,510

 

 

 

18,357

 

Other operating income, net

 

 

(572

)

 

 

(956

)

 

 

(9,955

)

 

 

(3,482

)

Total operating expenses

 

 

121,963

 

 

 

103,353

 

 

 

456,269

 

 

 

390,174

 

Operating income (loss)

 

 

4,616

 

 

 

4,647

 

 

 

(6,937

)

 

 

12,339

 

Interest expense

 

 

1,526

 

 

 

3,067

 

 

 

4,377

 

 

 

12,065

 

Other (income) loss, net

 

 

(9,183

)

 

 

(1,105

)

 

 

16,899

 

 

 

562

 

Income (loss) before income taxes

 

 

12,273

 

 

 

2,685

 

 

 

(28,213

)

 

 

(288

)

Income tax expense

 

 

208

 

 

 

4,082

 

 

 

15,216

 

 

 

8,506

 

Net income (loss)

 

$

12,065

 

 

$

(1,397

)

 

$

(43,429

)

 

$

(8,794

)

Income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to common
  stockholders, basic

 

$

0.15

 

 

$

(0.02

)

 

$

(0.55

)

 

$

(0.12

)

Net income (loss) per share attributable to common
  stockholders, diluted

 

$

0.14

 

 

$

(0.02

)

 

$

(0.55

)

 

$

(0.12

)

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares used in computing
  net income (loss) per share, basic

 

 

80,266

 

 

 

79,008

 

 

 

79,472

 

 

 

76,179

 

Weighted average number of shares used in computing
  net income (loss) per share, diluted

 

 

87,498

 

 

 

79,008

 

 

 

79,472

 

 

 

76,179

 

 

 

 

 

 

 

 

 

 

 

* Amounts include stock-based compensation expense as follows (in thousands):

 


 

 

 

 

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

 

Twelve Months Ended
December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Cost of revenue-software

 

$

2,086

 

 

$

1,828

 

 

$

8,351

 

 

$

5,619

 

Research and development

 

 

9,670

 

 

 

5,338

 

 

 

36,250

 

 

 

16,561

 

Sales and marketing

 

 

7,865

 

 

 

4,244

 

 

 

30,370

 

 

 

15,044

 

General and administrative

 

 

2,642

 

 

 

1,910

 

 

 

9,816

 

 

 

7,325

 

Total stock-based compensation expense

 

$

22,263

 

 

$

13,320

 

 

$

84,787

 

 

$

44,549

 

 

 

 

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

 

Twelve Months Ended
December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Employee stock-based compensation plans

 

$

15,933

 

 

$

11,792

 

 

$

59,555

 

 

$

40,801

 

Post combination expense in connection with acquisitions

 

 

6,330

 

 

 

1,528

 

 

 

25,232

 

 

 

3,748

 

Total stock-based compensation expense

 

$

22,263

 

 

$

13,320

 

 

$

84,787

 

 

$

44,549

 

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

 

 

Year Ended December 31,

 

(in thousands)

 

2022

 

 

2021

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$

(43,429

)

 

$

(8,794

)

Adjustments to reconcile net loss to net cash provided by
   operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

35,504

 

 

 

25,644

 

Amortization of debt discount and issuance costs

 

 

1,792

 

 

 

11,428

 

Stock-based compensation expense

 

 

84,787

 

 

 

44,549

 

Deferred income taxes

 

 

(4,164

)

 

 

(1,502

)

Gain on mark-to-market adjustment of contingent consideration

 

 

(7,153

)

 

 

 

Expense on repurchase of convertible senior notes

 

 

16,621

 

 

 

 

Other, net

 

 

387

 

 

 

1,271

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(34,175

)

 

 

(15,645

)

Prepaid expenses and other current assets

 

 

1,014

 

 

 

(9,026

)

Other long-term assets

 

 

2,852

 

 

 

(6,682

)

Accounts payable

 

 

3,771

 

 

 

(3,857

)

Accrued compensation and benefits

 

 

280

 

 

 

7,761

 

Other accrued expenses and current liabilities

 

 

(59,463

)

 

 

6,365

 

Deferred revenue

 

 

40,946

 

 

 

10,111

 

Net cash provided by operating activities

 

 

39,570

 

 

 

61,623

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

Payments for acquisition of businesses, net of cash acquired

 

 

(134,541

)

 

 

(53,983

)

Capital expenditures

 

 

(9,648

)

 

 

(7,849

)

Other investing activities, net

 

 

(10,322

)

 

 

(650

)

Net cash used in investing activities

 

 

(154,511

)

 

 

(62,482

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from issuance of convertible senior notes,
   net of underwriters' discounts and commissions

 

 

224,265

 

 

 

 

Repurchase of convertible senior notes

 

 

(192,422

)

 

 

 

Repurchase and retirement of common stock

 

 

(19,659

)

 

 

 

Proceeds from employee stock purchase plan contributions

 

 

8,976

 

 

 

4,222

 

Proceeds from the exercise of common stock options

 

 

3,577

 

 

 

2,262

 

Payments for issuance costs of convertible senior notes

 

 

(1,523

)

 

 

 

Proceeds from private placement of common stock

 

 

 

 

 

200,000

 

Payments on revolving commitment

 

 

 

 

 

(30,000

)

Other financing activities

 

 

(233

)

 

 

(537

)

Net cash provided by financing activities

 

 

22,981

 

 

 

175,947

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

(5,094

)

 

 

(2,623

)

Net (decrease) increase in cash, cash equivalents and restricted cash

 

 

(97,054

)

 

 

172,465

 

Cash, cash equivalents and restricted cash at beginning of year

 

 

414,012

 

 

 

241,547

 

Cash, cash equivalents and restricted cash at end of period

 

$

316,958

 

 

$

414,012

 

 

 


 

Financial Results

 

The following table provides a reconciliation of Non-GAAP net income and Non-GAAP net income per share – diluted, to net income (loss) and net income (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)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net income (loss)

 

$

12,065

 

 

$

(1,397

)

 

$

(43,429

)

 

$

(8,794

)

Stock-based compensation expense

 

 

22,263

 

 

 

13,320

 

 

 

84,787

 

 

 

44,549

 

Amortization of intangible assets

 

 

8,828

 

 

 

4,433

 

 

 

27,510

 

 

 

18,357

 

Non-cash interest expense

 

 

467

 

 

 

2,915

 

 

 

1,806

 

 

 

11,428

 

Restructuring expense

 

 

 

 

 

99

 

 

 

 

 

 

5,053

 

Impact of non-GAAP tax rate(1)

 

 

(9,468

)

 

 

(1,696

)

 

 

(11,346

)

 

 

(11,740

)

Special adjustments and other (2)

 

 

(6,614

)

 

 

(1,229

)

 

 

16,272

 

 

 

(1,229

)

Non-GAAP net income

 

$

27,541

 

 

$

16,445

 

 

$

75,600

 

 

$

57,624

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share, diluted

 

$

0.14

 

 

$

(0.02

)

 

$

(0.55

)

 

$

(0.12

)

Non-GAAP net income per share, diluted

 

$

0.31

 

 

$

0.19

 

 

$

0.89

 

 

$

0.71

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted shares outstanding:

 

 

87,498

 

 

 

79,008

 

 

 

79,472

 

 

 

76,179

 

Non-GAAP diluted shares outstanding:(3)

 

 

87,498

 

 

 

84,604

 

 

 

85,392

 

 

 

81,159

 

(1)
The Company uses a non-GAAP effective tax rate of 26%.
(2)
The three months ended December 31, 2022, includes $6.9 million currency gains on acquisition-related intercompany loans and a $0.3 million loss from a mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The twelve months ended December 31, 2022, includes $16.6 million expense on the repurchase of convertible senior notes, $6.8 million currency losses on acquisition-related intercompany loans, and a $7.2 million gain from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition.
(3)
The Non-GAAP diluted shares outstanding for the three and twelve months ended December 31, 2021, has been changed to align with the current definition.

The following table provides a reconciliation of Adjusted EBITDA to net income (loss), the most comparable GAAP financial measure:

 

 

 

(Unaudited)

 

 

 

Three Months Ended
December 31,

 

 

Twelve Months Ended
December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net income (loss)

 

$

12,065

 

 

$

(1,397

)

 

$

(43,429

)

 

$

(8,794

)

Income tax expense

 

 

208

 

 

 

4,082

 

 

 

15,216

 

 

 

8,506

 

Stock-based compensation expense

 

 

22,263

 

 

 

13,320

 

 

 

84,787

 

 

 

44,549

 

Interest expense

 

 

1,526

 

 

 

3,067

 

 

 

4,377

 

 

 

12,065

 

Depreciation and amortization

 

 

11,412

 

 

 

6,289

 

 

 

35,504

 

 

 

25,644

 

Restructuring expense

 

 

 

 

 

99

 

 

 

 

 

 

5,053

 

Special adjustments, interest income and other (1)

 

 

(8,733

)

 

 

(1,495

)

 

 

12,145

 

 

 

(1,770

)

Adjusted EBITDA

 

$

38,741

 

 

$

23,965

 

 

$

108,600

 

 

$

85,253

 

(1)
The three months ended December 31, 2022, includes $6.9 million currency gains on acquisition-related intercompany loans, a $0.3 million loss from a mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $2.1 million of interest income. The twelve months ended December 31, 2022, includes $16.6 million expense on the repurchase of convertible senior notes, $6.8 million currency losses on acquisition-related intercompany loans, a $7.2 million gain from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $4.1 million of interest income.

 

 


 

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)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net cash provided by operating activities(1)

 

$

13,036

 

 

$

6,029

 

 

$

39,570

 

 

$

61,623

 

Capital expenditures

 

 

(2,927

)

 

 

(1,038

)

 

 

(9,648

)

 

 

(7,849

)

Free Cash Flow(1)

 

$

10,109

 

 

$

4,991

 

 

$

29,922

 

 

$

53,774

 

(1)
The twelve months ended December 31, 2022, includes a $65.9 million payment in January 2022 for a damages judgement assumed as part of an acquisition in December 2021.

The following table provides a reconciliation of Non-GAAP gross profit to gross profit, the most comparable GAAP financial measure, and a comparison of Non-GAAP gross margin (Non-GAAP gross profit as a percentage of total revenue) to gross profit margin (gross profit as a percentage of total revenue) the most comparable GAAP financial measure:

 

 

(Unaudited)

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended
December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Gross profit

 

$

126,579

 

 

$

108,000

 

 

$

449,332

 

 

$

402,513

 

Stock-based compensation expense

 

 

2,086

 

 

 

1,828

 

 

 

8,351

 

 

 

5,619

 

Restructuring expense

 

 

 

 

 

99

 

 

 

 

 

 

1,025

 

Non-GAAP gross profit

 

$

128,665

 

 

$

109,927

 

 

$

457,683

 

 

$

409,157

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

78.9

%

 

 

76.7

%

 

 

78.5

%

 

 

75.6

%

Non-GAAP gross margin

 

 

80.2

%

 

 

78.1

%

 

 

80.0

%

 

 

76.9

%

The following table provides a reconciliation of Non-GAAP operating expense to Total operating expense, the most comparable GAAP financial measure:

 

 

 

(Unaudited)

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended
December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Total operating expense

 

$

121,963

 

 

$

103,353

 

 

$

456,269

 

 

$

390,174

 

Stock-based compensation expense

 

 

(20,177

)

 

 

(11,492

)

 

 

(76,436

)

 

 

(38,930

)

Amortization

 

 

(8,828

)

 

 

(4,433

)

 

 

(27,510

)

 

 

(18,357

)

Gain on mark-to-market adjustment of
   contingent consideration

 

 

(329

)

 

 

 

 

 

7,153

 

 

 

 

Restructuring expense

 

 

 

 

 

 

 

 

 

 

 

(4,028

)

Non-GAAP operating expense

 

$

92,629

 

 

$

87,428

 

 

$

359,476

 

 

$

328,859

 

The following table provides a reconciliation of Billings to revenue, the most comparable GAAP financial measure:

 

 

 

(Unaudited)

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenue

 

$

160,433

 

 

$

140,797

 

 

$

572,221

 

 

$

532,179

 

Ending deferred revenue

 

 

144,460

 

 

 

106,032

 

 

 

144,460

 

 

 

106,032

 

Beginning deferred revenue

 

 

(116,540

)

 

 

(84,428

)

 

 

(106,032

)

 

 

(95,079

)

Deferred revenue acquired

 

 

(449

)

 

 

(3,277

)

 

 

(3,047

)

 

 

(3,277

)

Billings

 

$

187,904

 

 

$

159,124

 

 

$

607,602

 

 

$

539,855

 

 

 


 

The following tables provide our revenue, Billings and Adjusted EBITDA on a constant currency basis:

 

 

 

(Unaudited)

 

 

 

Three Months Ended
December 31, 2022

 

 

Three Months Ended December 31, 2021

 

 

Increase/
(Decrease) %

 

(in thousands)

 

As reported

 

 

Currency changes

 

 

As adjusted for constant currency

 

 

As reported

 

 

As reported

 

 

As adjusted for constant currency

 

Software revenue

 

$

145.0

 

 

$

8.5

 

 

$

153.5

 

 

$

122.4

 

 

 

18.5

%

 

 

25.5

%

Total revenue

 

$

160.4

 

 

$

9.3

 

 

$

169.7

 

 

$

140.8

 

 

 

13.9

%

 

 

20.6

%

Billings

 

$

187.9

 

 

$

8.2

 

 

$

196.1

 

 

$

159.1

 

 

 

18.1

%

 

 

23.2

%

Adjusted EBITDA

 

$

38.7

 

 

$

3.0

 

 

$

41.7

 

 

$

24.0

 

 

 

61.7

%

 

 

73.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

Twelve Months Ended
December 31, 2022

 

 

Twelve Months Ended December 31, 2021

 

 

Increase/
(Decrease) %

 

(in thousands)

 

As reported

 

 

Currency changes

 

 

As adjusted for constant currency

 

 

As reported

 

 

As reported

 

 

As adjusted for constant currency

 

Software revenue

 

$

506.5

 

 

$

27.0

 

 

$

533.5

 

 

$

453.7

 

 

 

11.6

%

 

 

17.6

%

Total revenue

 

$

572.2

 

 

$

29.5

 

 

$

601.7

 

 

$

532.2

 

 

 

7.5

%

 

 

13.1

%

Billings

 

$

607.6

 

 

$

32.0

 

 

$

639.6

 

 

$

539.9

 

 

 

12.5

%

 

 

18.5

%

Adjusted EBITDA

 

$

108.6

 

 

$

7.2

 

 

$

115.8

 

 

$

85.3

 

 

 

27.4

%

 

 

35.8

%

 

 

Business Outlook

The following table provides a reconciliation of projected Non-GAAP net income to projected net (loss) income, the most comparable GAAP financial measure:

 

 

 

(Unaudited)

 

 

 

Three Months Ending
March 31, 2023

 

 

Year Ending
 December 31, 2023

 

(in thousands)

 

Low

 

 

High

 

 

Low

 

 

High

 

Net (loss) income

 

$

(400

)

 

$

1,500

 

 

$

(16,400

)

 

$

(6,700

)

Stock-based compensation expense

 

 

20,700

 

 

 

20,700

 

 

 

82,800

 

 

 

82,800

 

Amortization of intangible assets

 

 

7,700

 

 

 

7,700

 

 

 

30,100

 

 

 

30,100

 

Non-cash interest expense

 

 

400

 

 

 

400

 

 

 

1,800

 

 

 

1,800

 

Impact of non-GAAP tax rate

 

 

(4,200

)

 

 

(4,600

)

 

 

(12,900

)

 

 

(15,200

)

Non-GAAP net income

 

$

24,200

 

 

$

25,700

 

 

$

85,400

 

 

$

92,800

 

 

The following table provides a reconciliation of projected Adjusted EBITDA to projected net (loss) income, the most comparable GAAP financial measure:

 

 

 

(Unaudited)

 

 

 

Three Months Ending
March 31, 2023

 

 

Year Ending
 December 31, 2023

 

(in thousands)

 

Low

 

 

High

 

 

Low

 

 

High

 

Net (loss) income

 

$

(400

)

 

$

1,500

 

 

$

(16,400

)

 

$

(6,700

)

Income tax expense

 

 

4,300

 

 

 

4,400

 

 

 

17,100

 

 

 

17,400

 

Stock-based compensation expense

 

 

20,700

 

 

 

20,700

 

 

 

82,800

 

 

 

82,800

 

Interest (income) expense

 

 

(900

)

 

 

(900

)

 

 

(3,900

)

 

 

(3,900

)

Depreciation and amortization

 

 

10,300

 

 

 

10,300

 

 

 

40,400

 

 

 

40,400

 

Adjusted EBITDA

 

$

34,000

 

 

$

36,000

 

 

$

120,000

 

 

$

130,000

 

 

 


 

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, 2023

 

(in thousands)

 

 

 

 

 

Low

 

 

High

 

Net cash provided by operating activities

 

 

 

 

 

$

118,000

 

 

$

126,000

 

Capital expenditures

 

 

 

 

 

 

(10,000

)

 

 

(10,000

)

Free cash flow

 

 

 

 

 

$

108,000

 

 

$

116,000