8-K
false000170173200017017322023-05-042023-05-04

 

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): May 04, 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 May 4, 2023, Altair Engineering Inc. issued a press release disclosing its financial information and operating metrics for its first quarter ended March 31, 2023. 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 May 4, 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: May 4, 2023

By:

/s/ Matthew Brown

Matthew Brown

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 


EX-99

 

Exhibit 99.1

Altair Announces First Quarter 2023 Financial Results

Altair Exceeds Expectations and Achieves All-Time High Revenue

TROY, Mich. – May 4, 2023 – Altair (Nasdaq: ALTR), a global leader in computational science and artificial intelligence, today released its financial results for the first quarter ended March 31, 2023.

“Altair had a very strong start to 2023, with software product revenue and total revenue above the high end of our guidance,” said James Scapa, founder, chairman and chief executive officer of Altair. “Q1 exceeded our expectations and represents an all-time high for revenue to continue our good momentum from 2022. Demand for our products continues to be strong and we’re seeing the investments we’ve made in product development and our approach to our customers’ success paying off.”

“Coming right on the heels of a very strong fourth quarter to end last year, we had impressive performance in the first quarter,” said Matt Brown, chief financial officer of Altair. “We’re excited to be starting the year so well, which we feel gives us momentum and helps to achieve our financial goals for the year.”

First Quarter 2023 Financial Highlights

Software product revenue was $149.6 million compared to $140.9 million for the first quarter of 2022, an increase of 6.2% in reported currency and 10.0% in constant currency
Total revenue was $166.0 million compared to $159.8 million for the first quarter of 2022, an increase of 3.9% in reported currency and 7.5% in constant currency
Net loss was $(2.0) million compared to net income of $11.5 million for the first quarter of 2022. Diluted net loss per share was $(0.02) based on 80.2 million diluted weighted average common shares outstanding, compared to diluted net income per share of $0.13 for the first quarter of 2022, based on 87.3 million diluted weighted average common shares outstanding. Net loss margin was -1.2% compared to net income margin 7.2% for the first quarter of 2022
Non-GAAP net income was $31.8 million, compared to non-GAAP net income of $32.9 million for the first quarter of 2022, a decrease of 3.5%. Non-GAAP diluted net income per share was $0.36 based on 88.0 million non-GAAP diluted common shares outstanding, compared to non-GAAP diluted net income per share of $0.38 for the first quarter of 2022, based on 87.3 million non-GAAP diluted common shares outstanding
Adjusted EBITDA was $43.1 million compared to $46.6 million for the first quarter of 2022, a decrease of 7.6%. Adjusted EBITDA margin was 25.9% compared to 29.2% for the first quarter of 2022
Cash provided by operating activities was $59.2 million, compared to $5.8 million for the first quarter of 2022
Free cash flow was $57.5 million, compared to $3.6 million for the first quarter of 2022. Free cash flow in the first quarter of 2022 was impacted by the payment of a $65.9 million litigation judgement assumed as part of the World Programming acquisition.

 


 

Business Outlook

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

 

(in millions, except %)

 

Second Quarter 2023

 

 

Full Year 2023

 

Software Product Revenue

 

$

123.0

 

to

$

125.0

 

 

$

551.0

 

to

$

561.0

 

Growth Rate

 

 

5.2

%

 

 

6.9

%

 

 

8.8

%

 

 

10.8

%

Growth Rate - Constant Currency

 

 

6.7

%

 

 

8.4

%

 

 

9.1

%

 

 

11.0

%

Total Revenue

 

$

138.0

 

 

$

140.0

 

 

$

614.0

 

 

$

624.0

 

Growth Rate

 

 

4.0

%

 

 

5.5

%

 

 

7.3

%

 

 

9.0

%

Growth Rate - Constant Currency

 

 

5.4

%

 

 

6.9

%

 

 

7.5

%

 

 

9.3

%

Net Loss

 

$

(15.8

)

 

$

(13.9

)

 

$

(19.7

)

 

$

(10.0

)

Non-GAAP Net Income

 

$

11.5

 

 

$

13.0

 

 

$

89.8

 

 

$

97.2

 

Adjusted EBITDA

 

$

15.0

 

 

$

17.0

 

 

$

120.0

 

 

$

130.0

 

Net Cash Provided by Operating Activities

 

 

 

 

 

 

 

$

118.0

 

 

$

126.0

 

Free Cash Flow

 

 

 

 

 

 

 

$

108.0

 

 

$

116.0

 

The following table provides a reconciliation of Full Year 2023 guidance to the last guidance provided in February:

 

 

 

(Unaudited)

 

 

 

Full Year 2023

 

(in millions)

 

Midpoint of Guidance in February

 

 

Increase/
(Decrease)

 

 

Currency Fluctuations from Prior Guidance

 

 

Midpoint of Guidance in May

 

Software Product Revenue

 

$

555.0

 

 

$

 

 

$

1.0

 

 

$

556.0

 

Total Revenue

 

$

618.0

 

 

$

 

 

$

1.0

 

 

$

619.0

 

Adjusted EBITDA

 

$

125.0

 

 

$

 

 

$

 

 

$

125.0

 

Conference Call Information

 

What: Altair’s First Quarter 2023 Financial Results Conference Call
When: Thursday, May 4, 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, Billings, 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 includes the diluted weighted average shares outstanding per GAAP regardless of whether the Company is in a loss position.

Billings consists of total revenue plus the change in 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 second quarter and full year 2023, our statements regarding our expectations for 2023, 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

 

 

 

 

March 31, 2023

 

 

December 31, 2022

 

(In thousands)

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

378,377

 

 

$

316,146

 

Accounts receivable, net

 

 

130,636

 

 

 

170,279

 

Income tax receivable

 

 

11,226

 

 

 

11,259

 

Prepaid expenses and other current assets

 

 

28,363

 

 

 

29,142

 

Total current assets

 

 

548,602

 

 

 

526,826

 

Property and equipment, net

 

 

38,260

 

 

 

37,517

 

Operating lease right of use assets

 

 

33,297

 

 

 

33,601

 

Goodwill

 

 

451,170

 

 

 

449,048

 

Other intangible assets, net

 

 

101,586

 

 

 

107,609

 

Deferred tax assets

 

 

9,675

 

 

 

9,727

 

Other long-term assets

 

 

43,582

 

 

 

40,410

 

TOTAL ASSETS

 

$

1,226,172

 

 

$

1,204,738

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

$

6,014

 

 

$

10,434

 

Accrued compensation and benefits

 

 

30,341

 

 

 

42,456

 

Current portion of operating lease liabilities

 

 

9,939

 

 

 

10,396

 

Other accrued expenses and current liabilities

 

 

58,673

 

 

 

56,371

 

Deferred revenue

 

 

114,423

 

 

 

113,081

 

2024 Convertible senior notes, net

 

 

81,004

 

 

 

 

Total current liabilities

 

 

300,394

 

 

 

232,738

 

2027 Convertible senior notes, net

 

 

225,039

 

 

 

305,604

 

Operating lease liabilities, net of current portion

 

 

23,989

 

 

 

24,065

 

Deferred revenue, non-current

 

 

27,520

 

 

 

31,379

 

Other long-term liabilities

 

 

42,325

 

 

 

41,216

 

TOTAL LIABILITIES

 

 

619,267

 

 

 

635,002

 

Commitments and contingencies

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock ($0.0001 par value)

 

 

 

 

 

 

Class A common stock, authorized 513,797 shares, issued and outstanding 53,153
   and 52,277 shares as of March 31, 2023, and December 31, 2022, respectively

 

 

5

 

 

 

5

 

Class B common stock, authorized 41,203 shares, issued and outstanding 27,505
   and 27,745 shares as of March 31, 2023, and December 31, 2022

 

 

3

 

 

 

3

 

Additional paid-in capital

 

 

753,184

 

 

 

721,307

 

Accumulated deficit

 

 

(123,536

)

 

 

(121,577

)

Accumulated other comprehensive loss

 

 

(22,751

)

 

 

(30,002

)

TOTAL STOCKHOLDERS’ EQUITY

 

 

606,905

 

 

 

569,736

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,226,172

 

 

$

1,204,738

 

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended
March 31,

 

(in thousands, except per share data)

 

2023

 

 

2022

 

Revenue

 

 

 

 

 

 

License

 

$

112,409

 

 

$

106,169

 

Maintenance and other services

 

 

37,234

 

 

 

34,728

 

Total software

 

 

149,643

 

 

 

140,897

 

Software related services

 

 

7,100

 

 

 

9,061

 

Total software and related services

 

 

156,743

 

 

 

149,958

 

Client engineering services

 

 

7,776

 

 

 

8,012

 

Other

 

 

1,515

 

 

 

1,811

 

Total revenue

 

 

166,034

 

 

 

159,781

 

Cost of revenue

 

 

 

 

 

 

License

 

 

4,824

 

 

 

4,687

 

Maintenance and other services

 

 

14,426

 

 

 

12,719

 

Total software *

 

 

19,250

 

 

 

17,406

 

Software related services

 

 

5,616

 

 

 

6,035

 

Total software and related services

 

 

24,866

 

 

 

23,441

 

Client engineering services

 

 

6,624

 

 

 

6,641

 

Other

 

 

1,245

 

 

 

1,521

 

Total cost of revenue

 

 

32,735

 

 

 

31,603

 

Gross profit

 

 

133,299

 

 

 

128,178

 

Operating expenses:

 

 

 

 

 

 

Research and development *

 

 

53,251

 

 

 

47,079

 

Sales and marketing *

 

 

43,492

 

 

 

37,840

 

General and administrative *

 

 

17,951

 

 

 

17,426

 

Amortization of intangible assets

 

 

7,814

 

 

 

5,903

 

Other operating expense (income), net

 

 

5,605

 

 

 

(781

)

Total operating expenses

 

 

128,113

 

 

 

107,467

 

Operating income

 

 

5,186

 

 

 

20,711

 

Interest expense

 

 

1,526

 

 

 

585

 

Other (income) expense, net

 

 

(3,613

)

 

 

2,068

 

Income before income taxes

 

 

7,273

 

 

 

18,058

 

Income tax expense

 

 

9,232

 

 

 

6,530

 

Net (loss) income

 

$

(1,959

)

 

$

11,528

 

(Loss) income per share:

 

 

 

 

 

 

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

 

$

(0.02

)

 

$

0.15

 

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

 

$

(0.02

)

 

$

0.13

 

Weighted average shares outstanding:

 

 

 

 

 

 

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

 

 

80,191

 

 

 

79,462

 

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

 

 

80,191

 

 

 

87,261

 

 

 

 

 

 

 

 

 

 

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

 

 


 

 

 

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

(in thousands)

 

2023

 

 

2022

 

Cost of revenue – software

 

$

2,752

 

 

$

1,903

 

Research and development

 

 

8,743

 

 

 

7,358

 

Sales and marketing

 

 

7,591

 

 

 

7,035

 

General and administrative

 

 

3,075

 

 

 

2,318

 

Total stock-based compensation expense

 

$

22,161

 

 

$

18,614

 

 

 

 

 

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

(in thousands)

 

2023

 

 

2022

 

Employee stock-based compensation plans

 

$

18,484

 

 

$

13,259

 

Post combination expense in connection with acquisitions

 

 

3,677

 

 

 

5,355

 

Total stock-based compensation expense

 

$

22,161

 

 

$

18,614

 

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

 

 

 

Three Months Ended March 31,

 

(In thousands)

 

2023

 

 

2022

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

Net (loss) income

 

$

(1,959

)

 

$

11,528

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

9,750

 

 

 

7,686

 

Stock-based compensation expense

 

 

22,161

 

 

 

18,614

 

Loss on mark-to-market adjustment of contingent consideration

 

 

7,006

 

 

 

 

Other, net

 

 

640

 

 

 

506

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

39,872

 

 

 

21,735

 

Prepaid expenses and other current assets

 

 

1,981

 

 

 

(138

)

Other long-term assets

 

 

(1,944

)

 

 

2,139

 

Accounts payable

 

 

(5,362

)

 

 

(302

)

Accrued compensation and benefits

 

 

(12,283

)

 

 

(6,896

)

Other accrued expenses and current liabilities

 

 

2,015

 

 

 

(61,759

)

Deferred revenue

 

 

(2,678

)

 

 

12,673

 

Net cash provided by operating activities

 

 

59,199

 

 

 

5,786

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

Capital expenditures

 

 

(1,727

)

 

 

(2,190

)

Payments for acquisition of businesses, net of cash acquired

 

 

 

 

 

(12,971

)

Other investing activities, net

 

 

(1,405

)

 

 

(343

)

Net cash used in investing activities

 

 

(3,132

)

 

 

(15,504

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from the exercise of common stock options

 

 

9,872

 

 

 

237

 

Payments for repurchase of common stock

 

 

(6,255

)

 

 

 

Proceeds from employee stock purchase plan contributions

 

 

1,868

 

 

 

2,362

 

Other financing activities

 

 

(29

)

 

 

(90

)

Net cash provided by financing activities

 

 

5,456

 

 

 

2,509

 

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

 

 

379

 

 

 

(970

)

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

 

 

61,902

 

 

 

(8,179

)

Cash, cash equivalents and restricted cash at beginning of year

 

 

316,958

 

 

 

414,012

 

Cash, cash equivalents and restricted cash at end of period

 

$

378,860

 

 

$

405,833

 

 

 

 


 

Financial Results

 

The following table provides a reconciliation of Non-GAAP net income and Non-GAAP net income per share – diluted, to net (loss) income and net (loss) income per share – diluted, the most comparable GAAP financial measures:

 

 

 

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

(in thousands, except per share amounts)

 

2023

 

 

2022

 

Net (loss) income

 

$

(1,959

)

 

$

11,528

 

Stock-based compensation expense

 

 

22,161

 

 

 

18,614

 

Amortization of intangible assets

 

 

7,814

 

 

 

5,903

 

Non-cash interest expense

 

 

465

 

 

 

417

 

Impact of non-GAAP tax rate (1)

 

 

(1,933

)

 

 

(5,036

)

Special adjustments and other (2)

 

 

5,231

 

 

 

1,492

 

Non-GAAP net income

 

$

31,779

 

 

$

32,918

 

 

 

 

 

 

 

 

Net (loss) income per share, diluted

 

$

(0.02

)

 

$

0.13

 

Non-GAAP net income per share, diluted

 

$

0.36

 

 

$

0.38

 

 

 

 

 

 

 

 

GAAP diluted shares outstanding

 

 

80,191

 

 

 

87,261

 

Non-GAAP diluted shares outstanding

 

 

88,041

 

 

 

87,261

 

(1)
The Company uses a non-GAAP effective tax rate of 26%.
(2)
The three months ended March 31, 2023, includes $7.0 million loss from a mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $1.8 million currency gains on acquisition-related intercompany loans. The three months ended March 31, 2022, includes $1.5 million currency losses on acquisition-related intercompany loans.

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

 

 

 

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

(in thousands)

 

2023

 

 

2022

 

Net (loss) income

 

$

(1,959

)

 

$

11,528

 

Income tax expense

 

 

9,232

 

 

 

6,530

 

Stock-based compensation expense

 

 

22,161

 

 

 

18,614

 

Interest expense

 

 

1,526

 

 

 

585

 

Depreciation and amortization

 

 

9,750

 

 

 

7,686

 

Special adjustments, interest income and other (1)

 

 

2,345

 

 

 

1,647

 

Adjusted EBITDA

 

$

43,055

 

 

$

46,590

 

 

(1)
The three months ended March 31, 2023, includes $7.0 million loss from a mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, $2.9 million of interest income, and $1.8 million currency gains on acquisition-related intercompany loans. The three months ended March 31, 2022, includes $1.5 million currency losses on acquisition-related intercompany loans.

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
March 31,

 

(in thousands)

 

2023

 

 

2022

 

Net cash provided by operating activities (1)

 

$

59,199

 

 

$

5,786

 

Capital expenditures

 

 

(1,727

)

 

 

(2,190

)

Free cash flow (1)

 

$

57,472

 

 

$

3,596

 

 

(1)
The three months ended March 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 margin (gross profit as a percentage of total revenue), the most comparable GAAP financial measure:

 

 

 

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

(in thousands)

 

2023

 

 

2022

 

Gross profit

 

$

133,299

 

 

$

128,178

 

Stock-based compensation expense

 

 

2,752

 

 

 

1,903

 

Non-GAAP gross profit

 

$

136,051

 

 

$

130,081

 

 

 

 

 

 

 

 

Gross profit margin

 

 

80.3

%

 

 

80.2

%

Non-GAAP gross margin

 

 

81.9

%

 

 

81.4

%

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
March 31,

 

(in thousands)

 

2023

 

 

2022

 

Total operating expense

 

$

128,113

 

 

$

107,467

 

Stock-based compensation expense

 

 

(19,409

)

 

 

(16,711

)

Amortization

 

 

(7,814

)

 

 

(5,903

)

Loss on mark-to-market adjustment of
   contingent consideration

 

 

(7,006

)

 

 

 

Non-GAAP operating expense

 

$

93,884

 

 

$

84,853

 

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

 

(Unaudited)

 

 

Three Months Ended March 31,

 

(in thousands)

2023

 

 

2022

 

Revenue

$

166,034

 

 

$

159,781

 

Ending deferred revenue

 

141,943

 

 

 

118,403

 

Beginning deferred revenue

 

(144,460

)

 

 

(106,032

)

Deferred revenue acquired

 

 

 

 

(815

)

Billings

$

163,517

 

 

$

171,337

 

The following table provides revenue, Billings and Adjusted EBITDA on a constant currency basis:

 

 

(Unaudited)

 

 

 

Three Months Ended
March 31, 2023

 

 

Three Months Ended March 31, 2022

 

 

Increase/
(Decrease) %

 

(in thousands)

 

As reported

 

 

Currency changes

 

 

As adjusted for constant currency

 

 

As reported

 

 

As reported

 

 

As adjusted for constant currency

 

Software revenue

 

$

149.6

 

 

$

5.4

 

 

$

155.0

 

 

$

140.9

 

 

 

6.2

%

 

 

10.0

%

Total revenue

 

$

166.0

 

 

$

5.8

 

 

$

171.8

 

 

$

159.8

 

 

 

3.9

%

 

 

7.5

%

Billings

 

$

163.5

 

 

$

6.3

 

 

$

169.8

 

 

$

171.3

 

 

 

-4.6

%

 

 

-0.9

%

Adjusted EBITDA

 

$

43.1

 

 

$

2.3

 

 

$

45.4

 

 

$

46.6

 

 

 

-7.6

%

 

 

-2.6

%

 

 


 

Change in Classification of Indirect Costs

Beginning in the first quarter of 2023, the Company refined its classification of certain indirect costs to reflect the way management is now reviewing the information in decision making and to improve comparability with peers. These indirect costs include certain IT, facilities, and depreciation expenses that were previously reported primarily in General and administrative expense. These indirect costs have now been reclassified to Research and development, Sales and marketing, and General and administrative expenses based on global headcount. Management believes this refined methodology better reflects the nature of the costs and financial performance of the Company.

As a result, the Company’s Consolidated Statements of Operations have been recast for prior periods presented to reflect the effects of the changes to Research and development, Sales and marketing, and General and administrative expense. There was no net impact to total operating expenses, income from operations, net income or net income per share for any periods presented. The consolidated balance sheets, consolidated statements of comprehensive income, consolidated statements of changes in stockholders’ equity, and the consolidated statements of cash flows were not affected by changes in the presentation of these costs.

Each prior period that will be presented in the forthcoming Form 10-Q and Form 10-K filings will be recast to conform to current period presentation. The following tables provide the relevant financial results as previously reported, as recast for the current period and forthcoming filings, and the associated impacts of the changes. Within these tables, the references to periods such as “FY 2021” and “Q1 2022” refer to the corresponding periods as reported in the applicable Form 10-K, Form 10-Q, or Form 8-K filings.

The following table summarizes the changes made to the consolidated statements of income (in thousands):

 

 

 

Previously Reported

 

 

 

FY 2021

 

 

Q1 2022

 

 

Q2 2022

 

 

Q3 2022

 

 

Q4 2022

 

 

FY 2022

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

151,049

 

 

$

43,094

 

 

$

46,477

 

 

$

48,781

 

 

$

47,511

 

 

$

185,863

 

Sales and marketing

 

 

132,750

 

 

 

35,682

 

 

 

39,116

 

 

 

39,244

 

 

 

41,203

 

 

 

155,245

 

General and administrative

 

 

91,500

 

 

 

23,569

 

 

 

24,367

 

 

 

24,677

 

 

 

24,993

 

 

 

97,606

 

Amortization of intangible assets

 

 

18,357

 

 

 

5,903

 

 

 

6,208

 

 

 

6,571

 

 

 

8,828

 

 

 

27,510

 

Other operating income, net

 

 

(3,482

)

 

 

(781

)

 

 

(5,767

)

 

 

(2,835

)

 

 

(572

)

 

 

(9,955

)

Total operating expenses

 

$

390,174

 

 

$

107,467

 

 

$

110,401

 

 

$

116,438

 

 

$

121,963

 

 

$

456,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recast

 

 

 

FY 2021

 

 

Q1 2022

 

 

Q2 2022

 

 

Q3 2022

 

 

Q4 2022

 

 

FY 2022

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

167,341

 

 

$

47,079

 

 

$

50,437

 

 

$

53,092

 

 

$

51,934

 

 

$

202,542

 

Sales and marketing

 

 

141,484

 

 

 

37,840

 

 

 

41,153

 

 

 

41,352

 

 

 

43,539

 

 

 

163,884

 

General and administrative

 

 

66,474

 

 

 

17,426

 

 

 

18,370

 

 

 

18,258

 

 

 

18,234

 

 

 

72,288

 

Amortization of intangible assets

 

 

18,357

 

 

 

5,903

 

 

 

6,208

 

 

 

6,571

 

 

 

8,828

 

 

 

27,510

 

Other operating income, net

 

 

(3,482

)

 

 

(781

)

 

 

(5,767

)

 

 

(2,835

)

 

 

(572

)

 

 

(9,955

)

Total operating expenses

 

$

390,174

 

 

$

107,467

 

 

$

110,401

 

 

$

116,438

 

 

$

121,963

 

 

$

456,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

FY 2021

 

 

Q1 2022

 

 

Q2 2022

 

 

Q3 2022

 

 

Q4 2022

 

 

FY 2022

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

16,292

 

 

$

3,985

 

 

$

3,960

 

 

$

4,311

 

 

$

4,423

 

 

$

16,679

 

Sales and marketing

 

 

8,734

 

 

 

2,158

 

 

 

2,037

 

 

 

2,108

 

 

 

2,336

 

 

 

8,639

 

General and administrative

 

 

(25,026

)

 

 

(6,143

)

 

 

(5,997

)

 

 

(6,419

)

 

 

(6,759

)

 

 

(25,318

)

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating income, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 


 

Business Outlook

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

 

 

 

(Unaudited)

 

 

 

Three Months Ending
June 30, 2023

 

 

Year Ending
 December 31, 2023

 

(in thousands)

 

Low

 

 

High

 

 

Low

 

 

High

 

Net loss

 

$

(15,800

)

 

$

(13,900

)

 

$

(19,700

)

 

$

(10,000

)

Stock-based compensation expense

 

 

21,000

 

 

 

21,000

 

 

 

85,200

 

 

 

85,200

 

Amortization of intangible assets

 

 

7,600

 

 

 

7,600

 

 

 

30,200

 

 

 

30,200

 

Non-cash interest expense

 

 

500

 

 

 

500

 

 

 

1,800

 

 

 

1,800

 

Impact of non-GAAP tax rate

 

 

(1,800

)

 

 

(2,200

)

 

 

(12,900

)

 

 

(15,200

)

Special adjustments and other(1)

 

 

 

 

 

 

 

 

5,200

 

 

 

5,200

 

Non-GAAP net income

 

$

11,500

 

 

$

13,000

 

 

$

89,800

 

 

$

97,200

 

(1)
The year ending December 31, 2023, includes $7.0 million loss from a mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $1.8 million currency gains on acquisition-related intercompany loans.

 

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

 

 

 

(Unaudited)

 

 

 

Three Months Ending
June 30, 2023

 

 

Year Ending
 December 31, 2023

 

(in thousands)

 

Low

 

 

High

 

 

Low

 

 

High

 

Net loss

 

$

(15,800

)

 

$

(13,900

)

 

$

(19,700

)

 

$

(10,000

)

Income tax expense

 

 

2,300

 

 

 

2,400

 

 

 

18,700

 

 

 

19,000

 

Stock-based compensation expense

 

 

21,000

 

 

 

21,000

 

 

 

85,200

 

 

 

85,200

 

Interest (income) expense

 

 

(2,000

)

 

 

(2,000

)

 

 

(7,300

)

 

 

(7,300

)

Depreciation and amortization

 

 

9,500

 

 

 

9,500

 

 

 

37,900

 

 

 

37,900

 

Special adjustments and other(1)

 

 

 

 

 

 

 

 

5,200

 

 

 

5,200

 

Adjusted EBITDA

 

$

15,000

 

 

$

17,000

 

 

$

120,000

 

 

$

130,000

 

(1)
The year ending December 31, 2023, includes $7.0 million loss from a mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $1.8 million currency gains on acquisition-related intercompany loans.

 

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

 

 

 

 

 

$

117,700

 

 

$

125,700

 

Capital expenditures

 

 

 

 

 

 

(9,700

)

 

 

(9,700

)

Free cash flow

 

 

 

 

 

$

108,000

 

 

$

116,000