8-K
0001701732false00017017322024-08-012024-08-01

 

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): August 01, 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 August 1, 2024, Altair Engineering Inc. issued a press release disclosing its financial information and operating metrics for its second quarter and six months ended June 30, 2024. 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 August 1, 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: August 1, 2024

By:

/s/ Matthew Brown

Matthew Brown

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 


EX-99.1

 

Exhibit 99.1

Altair Announces Second Quarter 2024 Financial Results

Altair Exceeds Revenue Expectations for the Second Quarter

TROY, Mich. – August 1, 2024 – Altair (Nasdaq: ALTR), a global leader in computational intelligence, today released its financial results for the second quarter and six months ended June 30, 2024.

“Altair maintained its strong trajectory during the second quarter, with software revenue and total revenue above the high end of guidance,” said James R. Scapa, founder, chairman, and chief executive officer, Altair. “Our Q2 results underscore the robustness of our software product lineup, which continues to empower customers with industry-leading computational intelligence.”

“We are pleased with our execution in the second quarter and first half of the year,” said Matt Brown, chief financial officer, Altair. “Our quarterly revenues exceeded expectations as we continued to deliver software revenue growth, which gives us confidence in our path to meet our financial targets for the year.”

Second Quarter 2024 Financial Highlights

Software revenue was $135.4 million compared to $125.3 million for the second quarter of 2023, an increase of 8.1% in reported currency and 10.6% in constant currency
Total revenue was $148.8 million compared to $141.2 million for the second quarter of 2023, an increase of 5.4% in reported currency and 7.8% in constant currency
Net loss was $(5.1) million compared to a net loss of $(22.3) million for the second quarter of 2023. Net loss per share, diluted was $(0.06) based on 83.6 million diluted weighted average common shares outstanding, compared to net loss per share, diluted of $(0.28) for the second quarter of 2023, based on 80.0 million diluted weighted average common shares outstanding. Net loss margin was -3.5% compared to net loss margin of -15.8% for the second quarter of 2023
Non-GAAP net income was $14.8 million, compared to non-GAAP net income of $13.2 million for the second quarter of 2023, an increase of 12.1%. Non-GAAP net income per share, diluted was $0.16 based on 91.0 million non-GAAP diluted common shares outstanding, compared to non-GAAP net income per share, diluted of $0.15 for the second quarter of 2023, based on 88.4 million non-GAAP diluted common shares outstanding
Adjusted EBITDA was $17.3 million compared to $17.1 million for the second quarter of 2023, an increase of 1.7%. Adjusted EBITDA margin was 11.7% compared to 12.1% for the second quarter of 2023
Cash provided by operating activities was $28.6 million, compared to $30.0 million for the second quarter of 2023
Free cash flow was $26.3 million, compared to $25.6 million for the second quarter of 2023.

 


 

Business Outlook

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

 

(in millions, except %)

 

Third Quarter 2024

 

 

Full Year 2024

 

Software Revenue

 

$

130

 

to

$

133

 

 

$

590

 

to

$

600

 

Growth Rate

 

 

9.2

%

 

 

11.7

%

 

 

7.3

%

 

 

9.1

%

Growth Rate - Constant Currency

 

 

11.1

%

 

 

13.7

%

 

 

8.9

%

 

 

10.8

%

Total Revenue

 

$

145

 

 

$

148

 

 

$

648

 

 

$

658

 

Growth Rate

 

 

8.2

%

 

 

10.4

%

 

 

5.8

%

 

 

7.4

%

Growth Rate - Constant Currency

 

 

10.0

%

 

 

12.3

%

 

 

7.5

%

 

 

9.1

%

Net (Loss) Income

 

$

(14.0

)

 

$

(11.1

)

 

$

22.6

 

 

$

30.3

 

Non-GAAP Net Income

 

$

13.4

 

 

$

15.7

 

 

$

108.4

 

 

$

114.4

 

Adjusted EBITDA

 

$

16

 

 

$

19

 

 

$

136

 

 

$

144

 

Net Cash Provided by Operating Activities

 

 

 

 

 

 

 

$

133

 

 

$

141

 

Free Cash Flow

 

 

 

 

 

 

 

$

122

 

 

$

130

 

The following table provides a reconciliation of Full Year 2024 guidance to the last guidance provided in May

 

 

 

(Unaudited)

 

 

 

Full Year 2024

 

(in millions)

 

Midpoint of Guidance in May

 

 

Increase/
(Decrease)

 

 

Currency Fluctuations from Prior Guidance

 

 

Midpoint of Guidance in August

 

Software Revenue

 

$

595.0

 

 

$

3.0

 

 

$

(3.0

)

 

$

595.0

 

Total Revenue

 

$

657.0

 

 

$

 

 

$

(4.0

)

 

$

653.0

 

Adjusted EBITDA

 

$

142.0

 

 

$

 

 

$

(2.0

)

 

$

140.0

 

Conference Call Information

 

What: Altair’s Second Quarter 2024 Financial Results Conference Call
When: Thursday, August 1, 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, 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, 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 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, 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. To learn more, please 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 third 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

Jennifer Ristic

216-849-3109

jristic@altair.com

 

 


 

Investor Relations

Altair

Stephen Palmtag

669-328-9111

spalmtag@altair.com

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

 

June 30, 2024

 

 

December 31, 2023

 

(In thousands)

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

507,008

 

 

$

467,459

 

Accounts receivable, net

 

 

126,560

 

 

 

190,461

 

Income tax receivable

 

 

17,682

 

 

 

16,650

 

Prepaid expenses and other current assets

 

 

28,582

 

 

 

26,053

 

Total current assets

 

 

679,832

 

 

 

700,623

 

Property and equipment, net

 

 

38,463

 

 

 

39,803

 

Operating lease right of use assets

 

 

31,816

 

 

 

30,759

 

Goodwill

 

 

459,070

 

 

 

458,125

 

Other intangible assets, net

 

 

77,537

 

 

 

83,550

 

Deferred tax assets

 

 

9,120

 

 

 

9,955

 

Other long-term assets

 

 

40,119

 

 

 

40,678

 

TOTAL ASSETS

 

$

1,335,957

 

 

$

1,363,493

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

$

4,002

 

 

$

8,995

 

Accrued compensation and benefits

 

 

39,819

 

 

 

45,081

 

Current portion of operating lease liabilities

 

 

8,057

 

 

 

8,825

 

Other accrued expenses and current liabilities

 

 

41,508

 

 

 

48,398

 

Deferred revenue

 

 

123,439

 

 

 

131,356

 

Current portion of convertible senior notes, net

 

 

 

 

 

81,455

 

Total current liabilities

 

 

216,825

 

 

 

324,110

 

Convertible senior notes, net

 

 

226,518

 

 

 

225,929

 

Operating lease liabilities, net of current portion

 

 

24,568

 

 

 

22,625

 

Deferred revenue, non-current

 

 

28,745

 

 

 

32,347

 

Other long-term liabilities

 

 

47,995

 

 

 

47,151

 

TOTAL LIABILITIES

 

 

544,651

 

 

 

652,162

 

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 59,198
   and 55,240 shares as of June 30, 2024, and December 31, 2023, respectively

 

 

5

 

 

 

5

 

Class B common stock, authorized 41,203 shares, issued and outstanding 25,471
   and 26,814 shares as of June 30, 2024, and December 31, 2023, respectively

 

 

3

 

 

 

3

 

Additional paid-in capital

 

 

939,691

 

 

 

864,135

 

Accumulated deficit

 

 

(119,103

)

 

 

(130,503

)

Accumulated other comprehensive loss

 

 

(29,290

)

 

 

(22,309

)

TOTAL STOCKHOLDERS’ EQUITY

 

 

791,306

 

 

 

711,331

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,335,957

 

 

$

1,363,493

 

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended
 June 30,

 

 

Six Months Ended
June 30,

 

(in thousands, except per share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

$

92,699

 

 

$

87,738

 

 

$

210,406

 

 

$

200,147

 

Maintenance and other services

 

 

42,724

 

 

 

37,583

 

 

 

83,446

 

 

 

74,817

 

Total software

 

 

135,423

 

 

 

125,321

 

 

 

293,852

 

 

 

274,964

 

Engineering services and other

 

 

13,372

 

 

 

15,840

 

 

 

27,855

 

 

 

32,231

 

Total revenue

 

 

148,795

 

 

 

141,161

 

 

 

321,707

 

 

 

307,195

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

 

3,152

 

 

 

3,981

 

 

 

7,642

 

 

 

8,805

 

Maintenance and other services

 

 

16,199

 

 

 

13,639

 

 

 

30,365

 

 

 

28,065

 

Total software *

 

 

19,351

 

 

 

17,620

 

 

 

38,007

 

 

 

36,870

 

Engineering services and other

 

 

11,165

 

 

 

13,177

 

 

 

23,402

 

 

 

26,662

 

Total cost of revenue

 

 

30,516

 

 

 

30,797

 

 

 

61,409

 

 

 

63,532

 

Gross profit

 

 

118,279

 

 

 

110,364

 

 

 

260,298

 

 

 

243,663

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development *

 

 

55,570

 

 

 

55,277

 

 

 

107,903

 

 

 

108,528

 

Sales and marketing *

 

 

46,475

 

 

 

44,982

 

 

 

90,909

 

 

 

88,474

 

General and administrative *

 

 

19,294

 

 

 

18,622

 

 

 

37,055

 

 

 

36,573

 

Amortization of intangible assets

 

 

7,629

 

 

 

7,625

 

 

 

15,067

 

 

 

15,439

 

Other operating (income) expense, net

 

 

(786

)

 

 

127

 

 

 

(1,668

)

 

 

5,732

 

Total operating expenses

 

 

128,182

 

 

 

126,633

 

 

 

249,266

 

 

 

254,746

 

Operating (loss) income

 

 

(9,903

)

 

 

(16,269

)

 

 

11,032

 

 

 

(11,083

)

Interest expense

 

 

1,604

 

 

 

1,528

 

 

 

3,180

 

 

 

3,054

 

Other income, net

 

 

(5,750

)

 

 

(4,195

)

 

 

(9,707

)

 

 

(7,808

)

(Loss) income before income taxes

 

 

(5,757

)

 

 

(13,602

)

 

 

17,559

 

 

 

(6,329

)

Income tax (benefit) expense

 

 

(610

)

 

 

8,678

 

 

 

6,159

 

 

 

17,910

 

Net (loss) income

 

$

(5,147

)

 

$

(22,280

)

 

$

11,400

 

 

$

(24,239

)

(Loss) earnings per share, basic

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings per share

 

$

(0.06

)

 

$

(0.28

)

 

$

0.14

 

 

$

(0.30

)

Weighted average shares

 

 

83,607

 

 

 

79,986

 

 

 

83,097

 

 

 

80,088

 

(Loss) earnings per share, diluted

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings per share

 

$

(0.06

)

 

$

(0.28

)

 

$

0.13

 

 

$

(0.30

)

Weighted average shares

 

 

83,607

 

 

 

79,986

 

 

 

87,397

 

 

 

80,088

 

 

 

 

 

 

 

 

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

 

 

 

(Unaudited)

 

 

 

Three Months Ended
 June 30,

 

 

Six Months Ended
June 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of revenue – software

 

$

2,097

 

 

$

2,572

 

 

$

4,099

 

 

$

5,324

 

Research and development

 

 

6,618

 

 

 

9,943

 

 

 

12,978

 

 

 

18,686

 

Sales and marketing

 

 

4,979

 

 

 

7,581

 

 

 

9,499

 

 

 

15,172

 

General and administrative

 

 

3,661

 

 

 

3,640

 

 

 

6,778

 

 

 

6,715

 

Total stock-based compensation expense

 

$

17,355

 

 

$

23,736

 

 

$

33,354

 

 

$

45,897

 

 

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

 

 

 

Six Months Ended
June 30,

 

(In thousands)

 

2024

 

 

2023

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$

11,400

 

 

$

(24,239

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

19,557

 

 

 

19,488

 

Stock-based compensation expense

 

 

33,354

 

 

 

45,897

 

Deferred income taxes

 

 

(367

)

 

 

2,015

 

Loss on mark-to-market adjustment of contingent consideration

 

 

189

 

 

 

7,987

 

Other, net

 

 

1,166

 

 

 

1,335

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

61,360

 

 

 

45,077

 

Prepaid expenses and other current assets

 

 

(3,647

)

 

 

(3,166

)

Other long-term assets

 

 

164

 

 

 

(2,516

)

Accounts payable

 

 

(4,382

)

 

 

(5,529

)

Accrued compensation and benefits

 

 

(4,071

)

 

 

(6,591

)

Other accrued expenses and current liabilities

 

 

(2,834

)

 

 

4,857

 

Deferred revenue

 

 

(9,882

)

 

 

4,614

 

Net cash provided by operating activities

 

 

102,007

 

 

 

89,229

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

Payments for acquisition of businesses, net of cash acquired

 

 

(13,680

)

 

 

(721

)

Capital expenditures

 

 

(5,004

)

 

 

(6,184

)

Other investing activities, net

 

 

(398

)

 

 

(1,452

)

Net cash used in investing activities

 

 

(19,082

)

 

 

(8,357

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

Settlement of convertible senior notes

 

 

(81,729

)

 

 

 

Proceeds from the exercise of common stock options

 

 

37,227

 

 

 

23,507

 

Proceeds from employee stock purchase plan contributions

 

 

4,363

 

 

 

3,797

 

Payments for repurchase and retirement of common stock

 

 

 

 

 

(6,255

)

Other financing activities

 

 

 

 

 

(48

)

Net cash (used in) provided by financing activities

 

 

(40,139

)

 

 

21,001

 

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

 

 

(3,295

)

 

 

(44

)

Net increase in cash, cash equivalents and restricted cash

 

 

39,491

 

 

 

101,829

 

Cash, cash equivalents and restricted cash at beginning of year

 

 

467,576

 

 

 

316,958

 

Cash, cash equivalents and restricted cash at end of period

 

$

507,067

 

 

$

418,787

 

 

 

 


 

Change in Presentation of Revenue and Cost of Revenue

Effective in the first quarter of 2024, the Company changed the presentation of revenue and cost of revenue in its Consolidated Statements of Operations to combine the financial statement line items (“FSLIs”) labeled “Software related services”, “Client engineering services” and “Other” into one FSLI labeled “Engineering services and other”. The change in presentation has been applied retrospectively and does not affect the software revenue, total revenue, software cost of revenue or total cost of revenue amounts previously reported or have any effect on segment reporting.

 

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
 June 30,

 

 

Six Months Ended
June 30,

 

(in thousands, except per share amounts)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net (loss) income

 

$

(5,147

)

 

$

(22,280

)

 

$

11,400

 

 

$

(24,239

)

Stock-based compensation expense

 

 

17,355

 

 

 

23,736

 

 

 

33,354

 

 

 

45,897

 

Amortization of intangible assets

 

 

7,629

 

 

 

7,625

 

 

 

15,067

 

 

 

15,439

 

Non-cash interest expense

 

 

422

 

 

 

465

 

 

 

894

 

 

 

930

 

Impact of non-GAAP tax rate (1)

 

 

(5,548

)

 

 

4,033

 

 

 

(10,843

)

 

 

2,100

 

Special adjustments and other (2)

 

 

104

 

 

 

(361

)

 

 

1,134

 

 

 

4,870

 

Non-GAAP net income

 

$

14,815

 

 

$

13,218

 

 

$

51,006

 

 

$

44,997

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share, diluted

 

$

(0.06

)

 

$

(0.28

)

 

$

0.13

 

 

$

(0.30

)

Non-GAAP net income per share, diluted

 

$

0.16

 

 

$

0.15

 

 

$

0.56

 

 

$

0.51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted shares outstanding

 

 

83,607

 

 

 

79,986

 

 

 

87,397

 

 

 

80,088

 

Non-GAAP diluted shares outstanding

 

 

90,994

 

 

 

88,383

 

 

 

90,606

 

 

 

88,735

 

(1)
For the three and six months ended June 30, 2024, the Company used a non-GAAP effective tax rate of 25%. For the three and six months ended June 30, 2023, the Company used a non-GAAP effective tax rate of 26%.
(2)
The three months ended June 30, 2024, includes $0.1 million of currency losses on acquisition-related intercompany loans. The three months ended June 30, 2023, includes a $1.0 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $1.3 million of currency gains on acquisition-related intercompany loans. The six months ended June 30, 2024, includes $0.9 million of currency losses on acquisition-related intercompany loans, and a $0.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The six months ended June 30, 2023, includes an $8.0 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $3.1 million currency gains 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
 June 30,

 

 

Six Months Ended
June 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net (loss) income

 

$

(5,147

)

 

$

(22,280

)

 

$

11,400

 

 

$

(24,239

)

Income tax (benefit) expense

 

 

(610

)

 

 

8,678

 

 

 

6,159

 

 

 

17,910

 

Stock-based compensation expense

 

 

17,355

 

 

 

23,736

 

 

 

33,354

 

 

 

45,897

 

Interest expense

 

 

1,604

 

 

 

1,528

 

 

 

3,180

 

 

 

3,054

 

Depreciation and amortization

 

 

9,938

 

 

 

9,738

 

 

 

19,557

 

 

 

19,488

 

Special adjustments, interest income and other (1)

 

 

(5,792

)

 

 

(4,344

)

 

 

(10,484

)

 

 

(1,999

)

Adjusted EBITDA

 

$

17,348

 

 

$

17,056

 

 

$

63,166

 

 

$

60,111

 

 

(1)
The three months ended June 30, 2024, primarily includes $5.9 million of interest income. The three months ended June 30, 2023, includes $4.0 million of interest income, $1.3 million of currency gains on acquisition-related intercompany loans, and a $1.0 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The six months ended June 30, 2024, includes $11.6 million of interest income, $0.9 million of currency losses on acquisition-related intercompany loans, and a $0.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. The six months ended June 30, 2023, includes an $8.0 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, $6.9 million of interest income, and $3.1 million currency gains 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
 June 30,

 

 

Six Months Ended
June 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net cash provided by operating activities

 

$

28,557

 

 

$

30,030

 

 

$

102,007

 

 

$

89,229

 

Capital expenditures

 

 

(2,238

)

 

 

(4,457

)

 

 

(5,004

)

 

 

(6,184

)

Free cash flow

 

$

26,319

 

 

$

25,573

 

 

$

97,003

 

 

$

83,045

 

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
 June 30,

 

 

Six Months Ended
June 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Gross profit

 

$

118,279

 

 

$

110,364

 

 

$

260,298

 

 

$

243,663

 

Stock-based compensation expense

 

 

2,097

 

 

 

2,572

 

 

 

4,099

 

 

 

5,324

 

Non-GAAP gross profit

 

$

120,376

 

 

$

112,936

 

 

$

264,397

 

 

$

248,987

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

79.5

%

 

 

78.2

%

 

 

80.9

%

 

 

79.3

%

Non-GAAP gross margin

 

 

80.9

%

 

 

80.0

%

 

 

82.2

%

 

 

81.1

%

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
 June 30,

 

 

Six Months Ended
June 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Total operating expense

 

$

128,182

 

 

$

126,633

 

 

$

249,266

 

 

$

254,746

 

Stock-based compensation expense

 

 

(15,258

)

 

 

(21,164

)

 

 

(29,255

)

 

 

(40,573

)

Amortization

 

 

(7,629

)

 

 

(7,625

)

 

 

(15,067

)

 

 

(15,439

)

Loss on mark-to-market adjustment of contingent consideration

 

 

(44

)

 

 

(981

)

 

 

(189

)

 

 

(7,987

)

Non-GAAP operating expense

 

$

105,251

 

 

$

96,863

 

 

$

204,755

 

 

$

190,747

 

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

 

 

(Unaudited)

 

 

 

Three Months Ended
 June 30,

 

 

Six Months Ended
June 30,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

$

148,795

 

 

$

141,161

 

 

$

321,707

 

 

$

307,195

 

Ending deferred revenue

 

 

152,184

 

 

 

148,547

 

 

 

152,184

 

 

 

148,547

 

Beginning deferred revenue

 

 

(144,939

)

 

 

(141,943

)

 

 

(163,703

)

 

 

(144,460

)

Deferred revenue acquired

 

 

(1,572

)

 

 

 

 

 

(1,572

)

 

 

 

Billings

 

$

154,468

 

 

$

147,765

 

 

$

308,616

 

 

$

311,282

 

 

 


 

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

 

 

(Unaudited)

 

 

 

Three Months Ended
June 30, 2024

 

 

Three Months Ended June 30, 2023

 

 

Increase/
(Decrease) %

 

(in thousands)

 

As reported

 

 

Currency changes

 

 

As adjusted for constant currency

 

 

As reported

 

 

As reported

 

 

As adjusted for constant currency

 

Software revenue

 

$

135.4

 

 

$

3.3

 

 

$

138.7

 

 

$

125.3

 

 

 

8.1

%

 

 

10.6

%

Total revenue

 

$

148.8

 

 

$

3.4

 

 

$

152.2

 

 

$

141.2

 

 

 

5.4

%

 

 

7.8

%

Billings

 

$

154.5

 

 

$

3.7

 

 

$

158.2

 

 

$

147.8

 

 

 

4.5

%

 

 

7.1

%

Adjusted EBITDA

 

$

17.3

 

 

$

2.2

 

 

$

19.5

 

 

$

17.1

 

 

 

1.7

%

 

 

14.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

Six Months Ended
June 30, 2024

 

 

Six Months Ended
 June 30, 2023

 

 

Increase/
(Decrease) %

 

(in thousands)

 

As reported

 

 

Currency changes

 

 

As adjusted for constant currency

 

 

As reported

 

 

As reported

 

 

As adjusted for constant currency

 

Software revenue

 

$

293.9

 

 

$

4.7

 

 

$

298.6

 

 

$

275.0

 

 

 

6.9

%

 

 

8.6

%

Total revenue

 

$

321.7

 

 

$

4.9

 

 

$

326.6

 

 

$

307.2

 

 

 

4.7

%

 

 

6.3

%

Billings

 

$

308.6

 

 

$

4.5

 

 

$

313.1

 

 

$

311.3

 

 

 

-0.9

%

 

 

0.6

%

Adjusted EBITDA

 

$

63.2

 

 

$

3.4

 

 

$

66.6

 

 

$

60.1

 

 

 

5.1

%

 

 

10.8

%

 

 

 


 

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
September 30, 2024

 

 

Year Ending
 December 31, 2024

 

(in thousands)

 

Low

 

 

High

 

 

Low

 

 

High

 

Net (loss) income

 

$

(14,000

)

 

$

(11,100

)

 

$

22,600

 

 

$

30,300

 

Stock-based compensation expense

 

 

17,800

 

 

 

17,800

 

 

 

68,900

 

 

 

68,900

 

Amortization of intangible assets

 

 

8,400

 

 

 

8,400

 

 

 

31,500

 

 

 

31,500

 

Non-cash interest expense

 

 

300

 

 

 

300

 

 

 

1,500

 

 

 

1,500

 

Impact of non-GAAP tax rate(1)

 

 

900

 

 

 

300

 

 

 

(17,200

)

 

 

(18,900

)

Special adjustments and other(2)

 

 

 

 

 

 

 

 

1,100

 

 

 

1,100

 

Non-GAAP net income

 

$

13,400

 

 

$

15,700

 

 

$

108,400

 

 

$

114,400

 

(1)
The Company uses a non-GAAP effective tax rate of 25%.
(2)
The year ending December 31, 2024, includes a $0.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $0.9 million of currency losses on acquisition-related intercompany loans.

 

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
September 30, 2024

 

 

Year Ending
 December 31, 2024

 

(in thousands)

 

Low

 

 

High

 

 

Low

 

 

High

 

Net (loss) income

 

$

(14,000

)

 

$

(11,100

)

 

$

22,600

 

 

$

30,300

 

Income tax expense

 

 

5,400

 

 

 

5,500

 

 

 

19,000

 

 

 

19,300

 

Stock-based compensation expense

 

 

17,800

 

 

 

17,800

 

 

 

68,900

 

 

 

68,900

 

Interest (income) expense

 

 

(3,900

)

 

 

(3,900

)

 

 

(16,200

)

 

 

(16,200

)

Depreciation and amortization

 

 

10,700

 

 

 

10,700

 

 

 

40,600

 

 

 

40,600

 

Special adjustments and other(1)

 

 

 

 

 

 

 

 

1,100

 

 

 

1,100

 

Adjusted EBITDA

 

$

16,000

 

 

$

19,000

 

 

$

136,000

 

 

$

144,000

 

(1)
The year ending December 31, 2024, includes a $0.2 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $0.9 million of currency losses 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, 2024

 

(in thousands)

 

 

 

 

 

Low

 

 

High

 

Net cash provided by operating activities

 

 

 

 

 

$

133,000

 

 

$

141,000

 

Capital expenditures

 

 

 

 

 

 

(11,000

)

 

 

(11,000

)

Free cash flow

 

 

 

 

 

$

122,000

 

 

$

130,000