8-K
0001701732false00017017322024-02-222024-02-22

 

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 22, 2024

 

 

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 22, 2024, Altair Engineering Inc. issued a press release disclosing its financial information and operating metrics for its fourth quarter and full year ended December 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 February 22, 2024, 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 22, 2024

By:

/s/ Matthew Brown

Matthew Brown

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 


EX-99.1

 

Exhibit 99.1

Altair Announces Fourth Quarter and Full Year 2023 Financial Results

Record-High Revenue and Profit for the Fourth Quarter and Full Year

TROY, Mich. – February 22, 2024 – Altair (Nasdaq: ALTR), a global leader in computational intelligence, today released its financial results for the fourth quarter and full year ended December 31, 2023.

"Altair finished 2023 with a strong fourth quarter, notching record-high revenue and profit for the quarter and full-year," said James R. Scapa, founder, chairman and chief executive officer of Altair. "We are seeing strong momentum across a number of verticals, where computational intelligence is becoming increasingly important. We are excited about our recent and upcoming product releases and believe that our investments in engineering AI are positioning us as a leader in this important and growing domain.”

"Our global team worked hard to achieve outstanding results for 2023, and we finished the year exceeding our profitability goals. We are thrilled to have surpassed the 20% adjusted EBITDA margin target for 2023 that we established three years ago," said Matt Brown, chief financial officer of Altair. “Our strong results despite somewhat difficult macroeconomic conditions demonstrate the importance of our products in solving our customers’ most important challenges. We are excited about the tremendous opportunity ahead of us as we continue to execute on our financial targets.”

Fourth Quarter 2023 Financial Highlights

Software product revenue was $155.9 million compared to $145.0 million for the fourth quarter of 2022, an increase of 7.6% in reported currency and 6.7% in constant currency
Total revenue was $171.5 million compared to $160.4 million for the fourth quarter of 2022, an increase of 6.9% in reported currency and 6.0% in constant currency
Net income was $19.7 million compared to $12.1 million for the fourth quarter of 2022. Net income per share, diluted was $0.22 based on 89.0 million diluted weighted average common shares outstanding, compared to net income per share, diluted of $0.14 for the fourth quarter of 2022, based on 87.5 million diluted weighted average common shares outstanding. Net income margin was 11.5% compared to net income margin of 7.5% for the fourth quarter of 2022
Non-GAAP net income was $41.1 million, compared to non-GAAP net income of $27.5 million for the fourth quarter of 2022, an increase of 49.2%. Non-GAAP net income per share, diluted was $0.46 based on 89.0 million non-GAAP diluted common shares outstanding, compared to non-GAAP net income per share, diluted of $0.31 for the fourth quarter of 2022, based on 87.5 million non-GAAP diluted common shares outstanding
Adjusted EBITDA was $53.6 million compared to $38.7 million for the fourth quarter of 2022, an increase of 38.3%. Adjusted EBITDA margin was 31.2% compared to 24.1% for the fourth quarter of 2022
Cash provided by operating activities was $21.7 million, compared to $13.0 million for the fourth quarter of 2022
Free cash flow was $19.3 million, compared to $10.1 million for the fourth quarter of 2022.

Full Year 2023 Financial Highlights

Software product revenue was $550.0 million compared to $506.5 million for the full year of 2022, an increase of 8.6% in reported currency and 9.8% in constant currency
Total revenue was $612.7 million compared to $572.2 million for the full year of 2022, an increase of 7.1% in reported currency and 8.2% in constant currency
Net loss was $(8.9) million compared to net loss of $(43.4) million for the full year of 2022. Net loss per share, diluted was $(0.11) based on 80.6 million diluted weighted average common shares outstanding, compared to net loss per share, diluted of $(0.55) for the full year of 2022, based on 79.5 million diluted weighted average common shares outstanding. Net loss margin was -1.5% compared to net loss margin of -7.6% for the full year of 2022
Non-GAAP net income was $98.8 million, compared to non-GAAP net income of $75.6 million for the full year of 2022, an increase of 30.6%. Non-GAAP net income per share, diluted was $1.13 based on 87.6 million non-GAAP diluted common shares outstanding, compared to non-GAAP net income per share, diluted of $0.89 for the full year of 2022, based on 85.4 million non-GAAP diluted common shares outstanding
Adjusted EBITDA was $129.1 million compared to $108.6 million for the full year of 2022, an increase of 18.9%. Adjusted EBITDA margin was 21.1% compared to 19.0% for the full year of 2022
Cash provided by operating activities was $127.3 million, compared to $39.6 million for the full year of 2022
Free cash flow was $117.1 million, compared to $29.9 million for the full year of 2022.

 


 

Business Outlook

Based on information available as of today, Altair is issuing the following guidance for the first quarter and full year 2024:

 

 

 

(in millions, except %)

 

First Quarter 2024

 

 

Full Year 2024

 

Software Product Revenue

 

$

152

 

to

$

155

 

 

$

600

 

to

$

610

 

Growth Rate

 

 

1.6

%

 

 

3.6

%

 

 

9.1

%

 

 

10.9

%

Growth Rate - Constant Currency

 

 

0.8

%

 

 

2.8

%

 

 

8.3

%

 

 

10.1

%

Total Revenue

 

$

167

 

 

$

170

 

 

$

663

 

 

$

673

 

Growth Rate

 

 

0.6

%

 

 

2.4

%

 

 

8.2

%

 

 

9.8

%

Growth Rate - Constant Currency

 

 

-0.1

%

 

 

1.7

%

 

 

7.5

%

 

 

9.1

%

Net Income

 

$

8.0

 

 

$

11.0

 

 

$

30.0

 

 

$

37.7

 

Non-GAAP Net Income

 

$

29.5

 

 

$

31.7

 

 

$

114.4

 

 

$

120.4

 

Adjusted EBITDA

 

$

37

 

 

$

40

 

 

$

143

 

 

$

151

 

Net Cash Provided by Operating Activities

 

 

 

 

 

 

 

$

140

 

 

$

148

 

Free Cash Flow

 

 

 

 

 

 

 

$

129

 

 

$

137

 

Conference Call Information

 

What: Altair’s Fourth Quarter and Full Year 2023 Financial Results Conference Call
When: Thursday, February 22, 2024

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 intelligence 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. For more information, visit https://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 2024, our statements regarding our expectations for 2024, 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 ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

 

December 31,

 

(in thousands)

 

2023

 

 

2022

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

467,459

 

 

$

316,146

 

Accounts receivable, net

 

 

190,461

 

 

 

170,279

 

Income tax receivable

 

 

16,650

 

 

 

11,259

 

Prepaid expenses and other current assets

 

 

26,053

 

 

 

29,142

 

Total current assets

 

 

700,623

 

 

 

526,826

 

Property and equipment, net

 

 

39,803

 

 

 

37,517

 

Operating lease right of use assets

 

 

30,759

 

 

 

33,601

 

Goodwill

 

 

458,125

 

 

 

449,048

 

Other intangible assets, net

 

 

83,550

 

 

 

107,609

 

Deferred tax assets

 

 

9,955

 

 

 

9,727

 

Other long-term assets

 

 

40,678

 

 

 

40,410

 

TOTAL ASSETS

 

$

1,363,493

 

 

$

1,204,738

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

8,995

 

 

$

10,434

 

Accrued compensation and benefits

 

 

45,081

 

 

 

42,456

 

Current portion of operating lease liabilities

 

 

8,825

 

 

 

10,396

 

Other accrued expenses and current liabilities

 

 

48,398

 

 

 

56,371

 

Deferred revenue

 

 

131,356

 

 

 

113,081

 

Current portion of convertible senior notes, net

 

 

81,455

 

 

 

 

Total current liabilities

 

 

324,110

 

 

 

232,738

 

Convertible senior notes, net

 

 

225,929

 

 

 

305,604

 

Operating lease liabilities, net of current portion

 

 

22,625

 

 

 

24,065

 

Deferred revenue, non-current

 

 

32,347

 

 

 

31,379

 

Other long-term liabilities

 

 

47,151

 

 

 

41,216

 

TOTAL LIABILITIES

 

 

652,162

 

 

 

635,002

 

Commitments and contingencies

 

 

 

 

 

 

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 55,240
   and 52,277 shares as of December 31, 2023 and 2022, respectively

 

 

5

 

 

 

5

 

Class B common stock, authorized 41,203 shares, issued and outstanding 26,814
   and 27,745 shares as of December 31, 2023 and 2022, respectively

 

 

3

 

 

 

3

 

Additional paid-in capital

 

 

864,135

 

 

 

721,307

 

Accumulated deficit

 

 

(130,503

)

 

 

(121,577

)

Accumulated other comprehensive loss

 

 

(22,309

)

 

 

(30,002

)

TOTAL STOCKHOLDERS’ EQUITY

 

 

711,331

 

 

 

569,736

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,363,493

 

 

$

1,204,738

 

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended
December 31, 2023

 

 

Year Ended
December 31, 2023

 

(in thousands, except per share data)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

$

113,172

 

 

$

107,418

 

 

$

393,144

 

 

$

363,520

 

Maintenance and other services

 

 

42,761

 

 

 

37,535

 

 

 

156,830

 

 

 

142,988

 

Total software

 

 

155,933

 

 

 

144,953

 

 

 

549,974

 

 

 

506,508

 

Software related services

 

 

7,751

 

 

 

7,518

 

 

 

28,032

 

 

 

30,661

 

Total software and related services

 

 

163,684

 

 

 

152,471

 

 

 

578,006

 

 

 

537,169

 

Client engineering services

 

 

6,561

 

 

 

6,469

 

 

 

29,497

 

 

 

28,883

 

Other

 

 

1,258

 

 

 

1,493

 

 

 

5,198

 

 

 

6,169

 

Total revenue

 

 

171,503

 

 

 

160,433

 

 

 

612,701

 

 

 

572,221

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

 

3,200

 

 

 

9,111

 

 

 

15,088

 

 

 

20,497

 

Maintenance and other services

 

 

14,340

 

 

 

13,318

 

 

 

56,094

 

 

 

51,946

 

Total software *

 

 

17,540

 

 

 

22,429

 

 

 

71,182

 

 

 

72,443

 

Software related services

 

 

5,655

 

 

 

5,119

 

 

 

21,830

 

 

 

21,858

 

Total software and related services

 

 

23,195

 

 

 

27,548

 

 

 

93,012

 

 

 

94,301

 

Client engineering services

 

 

5,129

 

 

 

5,187

 

 

 

24,450

 

 

 

23,577

 

Other

 

 

849

 

 

 

1,119

 

 

 

4,329

 

 

 

5,011

 

Total cost of revenue

 

 

29,173

 

 

 

33,854

 

 

 

121,791

 

 

 

122,889

 

Gross profit

 

 

142,330

 

 

 

126,579

 

 

 

490,910

 

 

 

449,332

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development *

 

 

52,519

 

 

 

51,934

 

 

 

212,645

 

 

 

202,542

 

Sales and marketing *

 

 

43,595

 

 

 

43,539

 

 

 

176,138

 

 

 

163,884

 

General and administrative *

 

 

17,096

 

 

 

18,234

 

 

 

70,887

 

 

 

72,288

 

Amortization of intangible assets

 

 

7,708

 

 

 

8,828

 

 

 

30,851

 

 

 

27,510

 

Other operating (income) expense, net

 

 

(1,178

)

 

 

(572

)

 

 

146

 

 

 

(9,955

)

Total operating expenses

 

 

119,740

 

 

 

121,963

 

 

 

490,667

 

 

 

456,269

 

Operating income (loss)

 

 

22,590

 

 

 

4,616

 

 

 

243

 

 

 

(6,937

)

Interest expense

 

 

1,533

 

 

 

1,526

 

 

 

6,116

 

 

 

4,377

 

Other (income) loss, net

 

 

(8,794

)

 

 

(9,183

)

 

 

(18,492

)

 

 

16,899

 

Income (loss) before income taxes

 

 

29,851

 

 

 

12,273

 

 

 

12,619

 

 

 

(28,213

)

Income tax expense

 

 

10,176

 

 

 

208

 

 

 

21,545

 

 

 

15,216

 

Net income (loss)

 

$

19,675

 

 

$

12,065

 

 

$

(8,926

)

 

$

(43,429

)

Income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

0.24

 

 

$

0.15

 

 

$

(0.11

)

 

$

(0.55

)

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

 

$

0.22

 

 

$

0.14

 

 

$

(0.11

)

 

$

(0.55

)

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

81,760

 

 

 

80,266

 

 

 

80,596

 

 

 

79,472

 

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

 

 

88,977

 

 

 

87,498

 

 

 

80,596

 

 

 

79,472

 

 

 

 

 

 

 

 

 

 

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

 

 


 

 

 

(Unaudited)

 

 

 

Three Months Ended
 December 31,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Cost of revenue – software

 

$

2,303

 

 

$

2,086

 

 

$

10,095

 

 

$

8,351

 

Research and development

 

 

7,332

 

 

 

9,670

 

 

 

33,842

 

 

 

36,250

 

Sales and marketing

 

 

6,271

 

 

 

7,865

 

 

 

28,376

 

 

 

30,370

 

General and administrative

 

 

3,252

 

 

 

2,642

 

 

 

13,268

 

 

 

9,816

 

Total stock-based compensation expense

 

$

19,158

 

 

$

22,263

 

 

$

85,581

 

 

$

84,787

 

 

 

 

(Unaudited)

 

 

 

Three Months Ended
 December 31,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Employee stock-based compensation plans

 

$

16,688

 

 

$

15,933

 

 

$

73,548

 

 

$

59,555

 

Post combination expense in connection with acquisitions

 

 

2,470

 

 

 

6,330

 

 

 

12,033

 

 

 

25,232

 

Total stock-based compensation expense

 

$

19,158

 

 

$

22,263

 

 

$

85,581

 

 

$

84,787

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

 

 

 

Year Ended December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2021

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net loss

 

$

(8,926

)

 

$

(43,429

)

 

$

(8,794

)

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

39,124

 

 

 

35,504

 

 

 

25,644

 

Amortization of debt discount and issuance costs

 

 

1,869

 

 

 

1,792

 

 

 

11,428

 

Stock-based compensation expense

 

 

85,581

 

 

 

84,787

 

 

 

44,549

 

Deferred income taxes

 

 

(2,319

)

 

 

(4,164

)

 

 

(1,502

)

Loss (gain) on mark-to-market adjustment of contingent consideration

 

 

5,706

 

 

 

(7,153

)

 

 

 

Expense on repurchase of convertible senior notes

 

 

 

 

 

16,621

 

 

 

 

Other, net

 

 

74

 

 

 

387

 

 

 

1,271

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(19,141

)

 

 

(34,175

)

 

 

(15,645

)

Prepaid expenses and other current assets

 

 

(1,915

)

 

 

1,014

 

 

 

(9,026

)

Other long-term assets

 

 

(52

)

 

 

2,852

 

 

 

(6,682

)

Accounts payable

 

 

(1,878

)

 

 

3,771

 

 

 

(3,857

)

Accrued compensation and benefits

 

 

1,783

 

 

 

280

 

 

 

7,761

 

Other accrued expenses and current liabilities

 

 

9,068

 

 

 

(59,463

)

 

 

6,365

 

Deferred revenue

 

 

18,333

 

 

 

40,946

 

 

 

10,111

 

Net cash provided by operating activities

 

 

127,307

 

 

 

39,570

 

 

 

61,623

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(10,193

)

 

 

(9,648

)

 

 

(7,849

)

Payments for acquisition of businesses, net of cash acquired

 

 

(3,236

)

 

 

(134,541

)

 

 

(53,983

)

Other investing activities, net

 

 

(2,423

)

 

 

(10,322

)

 

 

(650

)

Net cash used in investing activities

 

 

(15,852

)

 

 

(154,511

)

 

 

(62,482

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Proceeds from the exercise of common stock options

 

 

36,140

 

 

 

3,577

 

 

 

2,262

 

Proceeds from employee stock purchase plan contributions

 

 

7,978

 

 

 

8,976

 

 

 

4,222

 

Payments for repurchase and retirement of common stock

 

 

(6,255

)

 

 

(19,659

)

 

 

 

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

 

 

 

 

 

224,265

 

 

 

 

Repurchase of convertible senior notes

 

 

 

 

 

(192,422

)

 

 

 

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

 

 

(97

)

 

 

(233

)

 

 

(537

)

Net cash provided by financing activities

 

 

37,766

 

 

 

22,981

 

 

 

175,947

 

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

 

 

1,397

 

 

 

(5,094

)

 

 

(2,623

)

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

 

 

150,618

 

 

 

(97,054

)

 

 

172,465

 

Cash, cash equivalents and restricted cash at beginning of year

 

 

316,958

 

 

 

414,012

 

 

 

241,547

 

Cash, cash equivalents and restricted cash at end of period

 

$

467,576

 

 

$

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,

 

 

Year Ended
 December 31,

 

(in thousands, except per share amounts)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income (loss)

 

$

19,675

 

 

$

12,065

 

 

$

(8,926

)

 

$

(43,429

)

Stock-based compensation expense

 

 

19,158

 

 

 

22,263

 

 

 

85,581

 

 

 

84,787

 

Amortization of intangible assets

 

 

7,708

 

 

 

8,828

 

 

 

30,851

 

 

 

27,510

 

Non-cash interest expense

 

 

470

 

 

 

467

 

 

 

1,869

 

 

 

1,806

 

Impact of non-GAAP tax rate(1)

 

 

(4,261

)

 

 

(9,468

)

 

 

(13,158

)

 

 

(11,346

)

Special adjustments and other (2)

 

 

(1,659

)

 

 

(6,614

)

 

 

2,553

 

 

 

16,272

 

Non-GAAP net income

 

$

41,091

 

 

$

27,541

 

 

$

98,770

 

 

$

75,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share, diluted

 

$

0.22

 

 

$

0.14

 

 

$

(0.11

)

 

$

(0.55

)

Non-GAAP net income per share, diluted

 

$

0.46

 

 

$

0.31

 

 

$

1.13

 

 

$

0.89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted shares outstanding:

 

 

88,977

 

 

 

87,498

 

 

 

80,596

 

 

 

79,472

 

Non-GAAP diluted shares outstanding:

 

 

88,977

 

 

 

87,498

 

 

 

87,642

 

 

 

85,392

 

(1)
The Company uses a non-GAAP effective tax rate of 26%.
(2)
The three months ended December 31, 2023, includes a $1.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $2.9 million currency gains on acquisition-related intercompany loans. 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 the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The twelve months ended December 31, 2023, includes a $5.7 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $3.2 million currency gains on acquisition-related intercompany loans. The twelve months ended December 31, 2022, includes $16.6 million expense on 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.

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,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income (loss)

 

$

19,675

 

 

$

12,065

 

 

$

(8,926

)

 

$

(43,429

)

Income tax expense

 

 

10,176

 

 

 

208

 

 

 

21,545

 

 

 

15,216

 

Stock-based compensation expense

 

 

19,158

 

 

 

22,263

 

 

 

85,581

 

 

 

84,787

 

Interest expense

 

 

1,533

 

 

 

1,526

 

 

 

6,116

 

 

 

4,377

 

Depreciation and amortization

 

 

9,853

 

 

 

11,412

 

 

 

39,124

 

 

 

35,504

 

Special adjustments, interest income and other (1)

 

 

(6,822

)

 

 

(8,733

)

 

 

(14,302

)

 

 

12,145

 

Adjusted EBITDA

 

$

53,573

 

 

$

38,741

 

 

$

129,138

 

 

$

108,600

 

(1)
The three months ended December 31, 2023, includes a $1.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, $2.9 million currency gains on acquisition-related intercompany loans, and $5.2 million of interest income. The three months ended December 31, 2022, includes $6.9 million currency gains on acquisition-related intercompany loans, a $0.3 million loss from the 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, 2023, includes a $5.7 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, $3.2 million currency gains on acquisition-related intercompany loans, and $16.9 million of interest income. The twelve months ended December 31, 2022, includes $16.6 million expense on 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,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net cash provided by operating activities(1)

 

$

21,651

 

 

$

13,036

 

 

$

127,307

 

 

$

39,570

 

Capital expenditures

 

 

(2,311

)

 

 

(2,927

)

 

 

(10,193

)

 

 

(9,648

)

Free Cash Flow(1)

 

$

19,340

 

 

$

10,109

 

 

$

117,114

 

 

$

29,922

 

(1)
The twelve months ended December 31, 2022, includes a $65.9 million payment in January 2022 for a damages judgment assumed as part of an acquisition in 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
December 31, 2023

 

 

Year Ended
 December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Gross profit

 

$

142,330

 

 

$

126,579

 

 

$

490,910

 

 

$

449,332

 

Stock-based compensation expense

 

 

2,303

 

 

 

2,086

 

 

 

10,095

 

 

 

8,351

 

Non-GAAP gross profit

 

$

144,633

 

 

$

128,665

 

 

$

501,005

 

 

$

457,683

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

83.0

%

 

 

78.9

%

 

 

80.1

%

 

 

78.5

%

Non-GAAP gross margin

 

 

84.3

%

 

 

80.2

%

 

 

81.8

%

 

 

80.0

%

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, 2023

 

 

Year Ended
 December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Total operating expense

 

$

119,740

 

 

$

121,963

 

 

$

490,667

 

 

$

456,269

 

Stock-based compensation expense

 

 

(16,855

)

 

 

(20,177

)

 

 

(75,486

)

 

 

(76,436

)

Amortization

 

 

(7,708

)

 

 

(8,828

)

 

 

(30,851

)

 

 

(27,510

)

(Gain) loss on mark-to-market adjustment of
   contingent consideration

 

 

(1,212

)

 

 

(329

)

 

 

(5,706

)

 

 

7,153

 

Non-GAAP operating expense

 

$

93,965

 

 

$

92,629

 

 

$

378,624

 

 

$

359,476

 

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

 

 

(Unaudited)

 

 

 

Three Months Ended
 December 31,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenue

 

$

171,503

 

 

$

160,433

 

 

$

612,701

 

 

$

572,221

 

Ending deferred revenue

 

 

163,703

 

 

 

144,460

 

 

 

163,703

 

 

 

144,460

 

Beginning deferred revenue

 

 

(138,933

)

 

 

(116,540

)

 

 

(144,460

)

 

 

(106,032

)

Deferred revenue acquired

 

 

(149

)

 

 

(449

)

 

 

(149

)

 

 

(3,047

)

Billings

 

$

196,124

 

 

$

187,904

 

 

$

631,795

 

 

$

607,602

 

 

 


 

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

 

 

(Unaudited)

 

 

 

Three Months Ended
December 31, 2023

 

 

Three Months Ended December 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

 

$

155.9

 

 

$

(1.3

)

 

$

154.6

 

 

$

145.0

 

 

 

7.6

%

 

 

6.7

%

Total revenue

 

$

171.5

 

 

$

(1.5

)

 

$

170.0

 

 

$

160.4

 

 

 

6.9

%

 

 

6.0

%

Billings

 

$

196.1

 

 

$

(1.4

)

 

$

194.7

 

 

$

187.9

 

 

 

4.4

%

 

 

3.6

%

Adjusted EBITDA

 

$

53.6

 

 

$

0.3

 

 

$

53.9

 

 

$

38.7

 

 

 

38.3

%

 

 

39.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

Year Ended
December 31, 2023

 

 

Year Ended December 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

 

$

550.0

 

 

$

6.4

 

 

$

556.4

 

 

$

506.5

 

 

 

8.6

%

 

 

9.8

%

Total revenue

 

$

612.7

 

 

$

6.6

 

 

$

619.3

 

 

$

572.2

 

 

 

7.1

%

 

 

8.2

%

Billings

 

$

631.8

 

 

$

5.1

 

 

$

636.9

 

 

$

607.6

 

 

 

4.0

%

 

 

4.8

%

Adjusted EBITDA

 

$

129.1

 

 

$

5.2

 

 

$

134.3

 

 

$

108.6

 

 

 

18.9

%

 

 

23.7

%

 

 


 

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 operations (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 income, the most comparable GAAP financial measure:

 

 

 

(Unaudited)

 

 

 

Three Months Ending
March 31, 2024

 

 

Year Ending
 December 31, 2024

 

(in thousands)

 

Low

 

 

High

 

 

Low

 

 

High

 

Net income

 

$

8,000

 

 

$

11,000

 

 

$

30,000

 

 

$

37,700

 

Stock-based compensation expense

 

 

18,900

 

 

 

18,900

 

 

 

74,500

 

 

 

74,500

 

Amortization of intangible assets

 

 

7,400

 

 

 

7,400

 

 

 

28,800

 

 

 

28,800

 

Non-cash interest expense

 

 

500

 

 

 

500

 

 

 

1,500

 

 

 

1,500

 

Impact of non-GAAP tax rate(1)

 

 

(5,300

)

 

 

(6,100

)

 

 

(20,400

)

 

 

(22,100

)

Non-GAAP net income

 

$

29,500

 

 

$

31,700

 

 

$

114,400

 

 

$

120,400

 

(1)
The Company uses a non-GAAP effective tax rate of 25%.

 

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

 

 

 

(Unaudited)

 

 

 

Three Months Ending
March 31, 2024

 

 

Year Ending
 December 31, 2024

 

(in thousands)

 

Low

 

 

High

 

 

Low

 

 

High

 

Net income

 

$

8,000

 

 

$

11,000

 

 

$

30,000

 

 

$

37,700

 

Income tax expense

 

 

4,500

 

 

 

4,500

 

 

 

17,700

 

 

 

18,000

 

Stock-based compensation expense

 

 

18,900

 

 

 

18,900

 

 

 

74,500

 

 

 

74,500

 

Interest (income) expense, net

 

 

(3,900

)

 

 

(3,900

)

 

 

(16,600

)

 

 

(16,600

)

Depreciation and amortization

 

 

9,500

 

 

 

9,500

 

 

 

37,400

 

 

 

37,400

 

Adjusted EBITDA

 

$

37,000

 

 

$

40,000

 

 

$

143,000

 

 

$

151,000

 

 

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, 2024

 

(in thousands)

 

 

 

 

 

Low

 

 

High

 

Net cash provided by operating activities

 

 

 

 

 

$

140,000

 

 

$

148,000

 

Capital expenditures

 

 

 

 

 

 

(11,000

)

 

 

(11,000

)

Free cash flow

 

 

 

 

 

$

129,000

 

 

$

137,000