8-K
false 0001701732 0001701732 2024-10-30 2024-10-30

 

 

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): October 30, 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 October 30, 2024, Altair Engineering Inc. issued a press release disclosing its financial information and operating metrics for its third quarter and nine months ended September 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.

Important Information and Where to Find It

This communication relates to a proposed transaction between the Company and Siemens Industry Software Inc. (“Parent”) involving the merger of the Company and a wholly owned subsidiary of Parent (the “Merger”) pursuant to a merger agreement executed by the parties (the “Merger Agreement”). In connection with this proposed transaction, the Company will file a proxy statement on Schedule 14A or other documents with the SEC. This communication is not a substitute for any proxy statement or other document the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, when available, will be mailed to stockholders of the Company as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s internet website at https://investor.altair.com or by contacting the Company’s primary investor relations contact by email at ir@altair.com or by phone at (248) 614-2400.

Participants in Solicitation

The Company, Parent, Siemens AG, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company, their ownership of Company Common Shares, and the Company’s transactions

 


with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 22, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000095017024018804/altr-20231231.htm), in its proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders in the sections entitled “Corporate Governance Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Transactions with Related Persons”, which was filed with the SEC on April 5, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000119312524087903/d722499ddef14a.htm), certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports on Form 8-K.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward Looking Statements

This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements regarding the proposed transaction, including the expected timing and closing of the proposed transaction; the Company’s ability to consummate the proposed transaction; the expected benefits of the proposed transaction and other considerations taken into account by the Board of Directors in approving the proposed transaction; the amounts to be received by stockholders and expectations for the Company prior to and following the closing of the proposed transaction, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the timing to consummate the proposed transaction, (ii) the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, (iii) the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction, (vi) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of the Company, (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee, (ix) the risk that competing offers will be made; (x) unexpected costs, charges or expenses resulting from the Merger, (xi) potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that the Company’s businesses serve which could have an effect on demand for the Company’s products and impact the Company’s profitability and (xiii) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, raw material pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore,


are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and in the Company’s other filings with the SEC. The list of factors is not intended to be exhaustive.

These forward-looking statements speak only as of the date of this communication, and the Company does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit 99.1    Press Release regarding the third quarter 2024 results issued by Altair Engineering Inc. dated October 30, 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: October 30, 2024     By:  

/s/ Matthew Brown

 

   

 

  Matthew Brown

 

   

 

  Chief Financial Officer
EX-99.1

Exhibit 99.1

Altair Announces Third Quarter 2024 Financial Results

TROY, Mich. – October 30, 2024 – Altair (Nasdaq: ALTR), today released its financial results for the third quarter and nine months ended September 30, 2024.

Immediately prior to the dissemination of this press release, Altair issued a press release announcing that it has entered into a merger agreement with a subsidiary of Siemens pursuant to which Altair will be acquired and stockholders of Altair will receive cash merger consideration as more fully described in that press release.

Third Quarter 2024 Financial Results

 

   

Software revenue was $138.7 million compared to $119.1 million for the third quarter of 2023, an increase of 16.5% in reported currency and 16.2% in constant currency

 

   

Total revenue was $151.5 million compared to $134.0 million for the third quarter of 2023, an increase of 13.0% in reported currency and 12.8% in constant currency

 

   

Net income was $1.8 million compared to a net loss of $(4.4) million for the third quarter of 2023, an improvement in earnings of $6.2 million. Net income per share, diluted was $0.02 based on 88.4 million diluted weighted average common shares outstanding, compared to net loss per share, diluted of $(0.05) for the third quarter of 2023, based on 80.4 million diluted weighted average common shares outstanding. Net income margin was 1.2% compared to net loss margin of (3.3)% for the third quarter of 2023

 

   

Non-GAAP net income was $21.2 million, compared to non-GAAP net income of $12.7 million for the third quarter of 2023, an increase of $8.5 million. Non-GAAP net income per share, diluted was $0.24 based on 88.4 million non-GAAP diluted common shares outstanding, compared to non-GAAP net income per share, diluted of $0.15 for the third quarter of 2023, based on 85.3 million non-GAAP diluted common shares outstanding

 

   

Adjusted EBITDA was $25.7 million compared to $15.5 million for the third quarter of 2023, an increase of 66.3% Adjusted EBITDA margin was 17.0% compared to 11.5% for the third quarter of 2023

 

   

Cash provided by operating activities was $14.5 million, compared to $16.4 million for the third quarter of 2023

 

   

Free cash flow was $9.8 million, compared to $14.7 million for the third quarter of 2023.

Conference Call Information

In light of the proposed transaction with Siemens, Altair is suspending quarterly financial results conference calls and its quarterly and annual guidance.

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 is calculated using the treasury stock method to calculate the effect of dilutive securities, stock options, restricted stock units and employee stock purchase plan shares and using the if-converted method to calculate the effect of convertible instruments. This is the same methodology that is used when calculating GAAP diluted shares. However, the determination of whether the shares are dilutive or antidilutive is made independently on a GAAP and non-GAAP net income (loss) basis and therefore the number of diluted shares outstanding for GAAP and non-GAAP may be different.


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.

Important Information and Where to Find It

This communication relates to a proposed transaction between Altair and Siemens Industry Software Inc. (“Parent”). In connection with this proposed transaction, Altair will file a Current Report on Form 8-K with further information regarding the terms and conditions contained in the definitive transaction agreements and a proxy statement on Schedule 14A or other documents with the United States Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement or other document that Altair may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ALTAIR ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, when available, will be mailed to stockholders of Altair as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by Altair through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Altair will be available free of charge on Altair’s internet website at https://investor.altair.com or by contacting Altair’s primary investor relations contact by email at ir@altair.com or by phone at (248) 614-2400.

Participants in Solicitation

Altair, Parent, Siemens AG, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Altair, their ownership of Altair common shares, and Altair’s transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 22, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000095017024018804/altr-20231231.htm), in its


proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders in the sections entitled “Corporate Governance Matters,” “Security Ownership of Certain Beneficial Owners and Management” and “Transactions with Related Persons”, which was filed with the SEC on April 5, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001701732/000119312524087903/d722499ddef14a.htm), certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports on Form 8-K.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements regarding the proposed transaction, including the expected timing and closing of the proposed transaction; Altair’s ability to consummate the proposed transaction; the expected benefits of the proposed transaction and other considerations taken into account by the Altair Board of Directors in approving the proposed transaction; the amounts to be received by stockholders and expectations for Altair prior to and following the closing of the proposed transaction, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of Altair based on current expectations and assumptions relating to Altair’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: (i) the timing to consummate the proposed transaction, (ii) the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, (iii) the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction, (vi) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of Altair, (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Altair to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, dated October 30, 2024, with Siemens (the “Merger Agreement”), including in circumstances requiring Altair to pay a termination fee, (ix) the risk that competing offers will be made; (x) unexpected costs, charges or expenses resulting from the merger, (xi) potential litigation relating to the merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto, (xii) worldwide economic or political changes that affect the markets that Altair’s businesses serve which could have an effect on demand for Altair’s products and impact Altair’s profitability and (xiii) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility, swings in consumer confidence and spending, raw material pricing and supply issues, retention of key employees, increases in fuel prices, and outcomes of legal proceedings, claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in Altair’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of Altair’s Annual Report on Form 10-K for the year ended December 31, 2023 and in Altair’s other filings with the SEC. The list of factors is not intended to be exhaustive.

These forward-looking statements speak only as of the date of this communication, and Altair does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of Altair.


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

 

     September 30, 2024     December 31, 2023  
(In thousands)    (Unaudited)        

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 513,371     $ 467,459  

Accounts receivable, net

     121,345       190,461  

Income tax receivable

     20,794       16,650  

Prepaid expenses and other current assets

     31,489       26,053  
  

 

 

   

 

 

 

Total current assets

     686,999       700,623  

Property and equipment, net

     40,908       39,803  

Operating lease right of use assets

     31,856       30,759  

Goodwill

     476,209       458,125  

Other intangible assets, net

     84,904       83,550  

Deferred tax assets

     9,661       9,955  

Other long-term assets

     47,331       40,678  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 1,377,868     $ 1,363,493  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

CURRENT LIABILITIES:

    

Accounts payable

   $ 3,607     $ 8,995  

Accrued compensation and benefits

     43,497       45,081  

Current portion of operating lease liabilities

     8,212       8,825  

Other accrued expenses and current liabilities

     40,267       48,398  

Deferred revenue

     114,525       131,356  

Current portion of convertible senior notes, net

     —        81,455  
  

 

 

   

 

 

 

Total current liabilities

     210,108       324,110  

Convertible senior notes, net

     226,812       225,929  

Operating lease liabilities, net of current portion

     24,484       22,625  

Deferred revenue, non-current

     26,310       32,347  

Other long-term liabilities

     53,254       47,151  
  

 

 

   

 

 

 

TOTAL LIABILITIES

     540,968       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 59,518
and 55,240 shares as of September 30, 2024, and December 31, 2023, respectively

     5       5  

Class B common stock, authorized 41,203 shares, issued and outstanding 25,432
and 26,814 shares as of September 30, 2024, and December 31, 2023, respectively

     3       3  

Additional paid-in capital

     971,835       864,135  

Accumulated deficit

     (117,324     (130,503

Accumulated other comprehensive loss

     (17,619     (22,309
  

 

 

   

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

     836,900       711,331  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 1,377,868     $ 1,363,493  
  

 

 

   

 

 

 


ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
(in thousands, except per share data)    2024     2023     2024     2023  

Revenue

        

License

   $ 92,939     $ 79,825     $ 303,345     $ 279,972  

Maintenance and other services

     45,733       39,252       129,179       114,069  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total software

     138,672       119,077       432,524       394,041  

Engineering services and other

     12,778       14,926       40,633       47,157  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     151,450       134,003       473,157       441,198  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenue

        

License

     2,795       3,083       10,437       11,888  

Maintenance and other services

     16,045       13,689       46,410       41,754  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total software *

     18,840       16,772       56,847       53,642  

Engineering services and other

     11,175       12,314       34,577       38,976  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

     30,015       29,086       91,424       92,618  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     121,435       104,917       381,733       348,580  

Operating expenses:

        

Research and development *

     56,111       51,598       164,014       160,126  

Sales and marketing *

     45,559       44,069       136,468       132,543  

General and administrative *

     17,500       17,218       54,555       53,791  

Amortization of intangible assets

     9,246       7,704       24,313       23,143  

Other operating (income) expense, net

     (2,669     (4,408     (4,337     1,324  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     125,747       116,181       375,013       370,927  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (4,312     (11,264     6,720       (22,347

Interest expense

     1,317       1,529       4,497       4,583  

Other income, net

     (10,758     (1,890     (20,465     (9,698
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     5,129       (10,903     22,688       (17,232

Income tax expense (benefit)

     3,350       (6,541     9,509       11,369  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 1,779     $ (4,362   $ 13,179     $ (28,601
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) per share, basic

        

Earnings (loss) per share

   $ 0.02     $ (0.05   $ 0.16     $ (0.36

Weighted average shares

     84,835       80,431       83,680       80,204  

Earnings (loss) per share, diluted

        

Earnings (loss) per share

   $ 0.02     $ (0.05   $ 0.15     $ (0.36

Weighted average shares

     88,425       80,431       87,854       80,204  

 

*

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

 

     (Unaudited)  
     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
(in thousands)    2024      2023      2024      2023  

Cost of revenue – software

   $ 2,131      $ 2,468      $ 6,230      $ 7,792  

Research and development

     6,378        7,824        19,356        26,510  

Sales and marketing

     5,176        6,933        14,675        22,105  

General and administrative

     3,671        3,301        10,449        10,016  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation expense

   $ 17,356      $ 20,526      $ 50,710      $ 66,423  
  

 

 

    

 

 

    

 

 

    

 

 

 


ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

 

     Nine Months Ended
September 30,
 

(In thousands)

   2024     2023  

OPERATING ACTIVITIES:

    

Net income (loss)

   $ 13,179     $ (28,601

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

    

Depreciation and amortization

     31,120       29,271  

Stock-based compensation expense

     50,710       66,423  

Deferred income taxes

     (114     2,178  

Loss on mark-to-market adjustment of contingent consideration

     189       4,494  

Other, net

     1,520       1,385  

Changes in assets and liabilities:

    

Accounts receivable, net

     72,916       47,226  

Prepaid expenses and other current assets

     (7,895     959  

Other long-term assets

     408       (1,491

Accounts payable

     (5,416     (5,494

Accrued compensation and benefits

     (1,977     (2,726

Other accrued expenses and current liabilities

     (12,261     (4,526

Deferred revenue

     (25,825     (3,442
  

 

 

   

 

 

 

Net cash provided by operating activities

     116,554       105,656  
  

 

 

   

 

 

 

INVESTING ACTIVITIES:

    

Payments for acquisition of businesses, net of cash acquired

     (25,575     (3,235

Capital expenditures

     (9,739     (7,882

Other investing activities, net

     (5,036     (2,452
  

 

 

   

 

 

 

Net cash used in investing activities

     (40,350     (13,569
  

 

 

   

 

 

 

FINANCING ACTIVITIES:

    

Settlement of convertible senior notes

     (81,729     —   

Proceeds from the exercise of common stock options

     43,721       25,526  

Proceeds from employee stock purchase plan contributions

     7,112       5,772  

Payments for repurchase and retirement of common stock

     —        (6,255

Other financing activities

     —        (73
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (30,896     24,970  
  

 

 

   

 

 

 

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

     554       (2,599
  

 

 

   

 

 

 

Net increase in cash, cash equivalents and restricted cash

     45,862       114,458  

Cash, cash equivalents and restricted cash at beginning of year

     467,576       316,958  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at end of period

   $ 513,438     $ 431,416  
  

 

 

   

 

 

 


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 income (loss) and net income (loss) per share – diluted, the most comparable GAAP financial measures:

 

     (Unaudited)  
     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
(in thousands, except per share amounts)    2024      2023      2024      2023  

Net income (loss)

   $ 1,779      $ (4,362    $ 13,179      $ (28,601

Stock-based compensation expense

     17,356        20,526        50,710        66,423  

Amortization of intangible assets

     9,246        7,704        24,313        23,143  

Non-cash interest expense

     310        469        1,204        1,399  

Impact of non-GAAP tax rate (1)

     (3,721      (10,997      (14,564      (8,897

Special adjustments and other (2)

     (3,756      (658      (2,622      4,212  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP net income

   $ 21,214      $ 12,682      $ 72,220      $ 57,679  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss) per share, diluted

   $ 0.02      $ (0.05    $ 0.15      $ (0.36

Non-GAAP net income per share, diluted

   $ 0.24      $ 0.15      $ 0.82      $ 0.68  

GAAP diluted shares outstanding

     88,425        80,431        87,854        80,204  

Non-GAAP diluted shares outstanding

     88,425        85,347        87,854        84,857  

 

(1)

For the three and nine months ended September 30, 2024, the Company used a non-GAAP effective tax rate of 25%. For the three and nine months ended September 30, 2023, the Company used a non-GAAP effective tax rate of 26%.

(2)

The three months ended September 30, 2024, includes $3.8 million of currency gains on acquisition-related intercompany loans. The three months ended September 30, 2023, includes a $3.5 million gain from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $2.8 million of currency losses on acquisition-related intercompany loans. The nine months ended September 30, 2024, includes $2.8 million of currency gains 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 nine months ended September 30, 2023, includes a $4.5 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $0.3 million of currency gains on acquisition-related intercompany loans.

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

 

     (Unaudited)  
     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
(in thousands)    2024      2023      2024      2023  

Net income (loss)

   $ 1,779      $ (4,362    $ 13,179      $ (28,601

Income tax (benefit) expense

     3,350        (6,541      9,509        11,369  

Stock-based compensation expense

     17,356        20,526        50,710        66,423  

Interest expense

     1,317        1,529        4,497        4,583  

Depreciation and amortization

     11,563        9,783        31,120        29,271  

Special adjustments, interest income and other (1)

     (9,660      (5,481      (20,144      (7,480
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 25,705      $ 15,454      $ 88,871      $ 75,565  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

The three months ended September 30, 2024, includes $5.9 million of interest income and $3.8 million of currency gains on acquisition-related intercompany loans. The three months ended September 30, 2023, includes $4.8 million of interest income, a $3.5 million gain from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $2.8 million currency losses on acquisition-related intercompany loans. The nine months ended September 30, 2024, includes $17.5 million of interest income, $2.8 million of currency gains 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 nine months ended September 30, 2023, includes $11.7 million of interest income, a $4.5 million loss from the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, and $0.3 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
September 30,
     Nine Months Ended
September 30,
 
(in thousands)    2024      2023      2024      2023  

Net cash provided by operating activities

   $ 14,547      $ 16,427      $ 116,554      $ 105,656  

Capital expenditures

     (4,735      (1,698      (9,739      (7,882
  

 

 

    

 

 

    

 

 

    

 

 

 

Free cash flow

   $ 9,812      $ 14,729      $ 106,815      $ 97,774  
  

 

 

    

 

 

    

 

 

    

 

 

 

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
September 30,
    Nine Months Ended
September 30,
 
(in thousands)    2024     2023     2024     2023  

Gross profit

   $ 121,435     $ 104,917     $ 381,733     $ 348,580  

Stock-based compensation expense

     2,131       2,468       6,230       7,792  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP gross profit

   $ 123,566     $ 107,385     $ 387,963     $ 356,372  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit margin

     80.2     78.3     80.7     79.0

Non-GAAP gross margin

     81.6     80.1     82.0     80.8

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
September 30,
     Nine Months Ended
September 30,
 
(in thousands)    2024      2023      2024      2023  

Total operating expense

   $ 125,747      $ 116,181      $ 375,013      $ 370,927  

Stock-based compensation expense

     (15,225      (18,058      (44,480      (58,631

Amortization

     (9,246      (7,704      (24,313      (23,143

Loss on mark-to-market adjustment of contingent consideration

     —         3,493        (189      (4,494
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP operating expense

   $ 101,276      $ 93,912      $ 306,031      $ 284,659  
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table provides the calculation of non-GAAP diluted common shares and non-GAAP net income per share, diluted:

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2024      2023      2024      2023  

Numerator:

           

Non-GAAP net income

   $ 21,214      $ 12,682      $ 72,220      $ 57,679  

Interest expense related to convertible notes, net of tax (1)

     —         —         —         —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Numerator for non-GAAP diluted income per share

   $ 21,214      $ 12,682      $ 72,220      $ 57,679  
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator:

           

Weighted average shares outstanding, basic

     84,835        80,431        83,680        80,204  

Effect of dilutive shares

     3,590        4,916        4,174        4,653  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP diluted shares outstanding

     88,425        85,347        87,854        84,857  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-GAAP net income per share, diluted

   $ 0.24      $ 0.15      $ 0.82      $ 0.68  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Interest expense related to the convertible notes has been excluded from the numerator for non-GAAP diluted earnings per share because its effect would have been anti-dilutive.


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

 

     (Unaudited)  
     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
(in thousands)    2024      2023      2024      2023  

Revenue

   $ 151,450      $ 134,003      $ 473,157      $ 441,198  

Ending deferred revenue

     140,835        138,933        140,835        138,933  

Beginning deferred revenue

     (152,184      (148,547      (163,703      (144,460

Deferred revenue acquired

     (253      —         (1,825      —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Billings

   $ 139,848      $ 124,389      $ 448,464      $ 435,671  
  

 

 

    

 

 

    

 

 

    

 

 

 

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

 

     (Unaudited)  
     Three Months Ended
September 30, 2024
     Three Months Ended
September 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

   $ 138.7      $ (0.3   $ 138.4      $ 119.1        16.5     16.2

Total revenue

   $ 151.5      $ (0.4   $ 151.1      $ 134.0        13.0     12.8

Billings

   $ 139.8      $ (0.1   $ 139.7      $ 124.4        12.4     12.3

Adjusted EBITDA

   $ 25.7      $ (0.1   $ 25.6      $ 15.5        66.3     65.5
     (Unaudited)  
     Nine Months Ended
September 30, 2024
     Nine Months Ended
September 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

   $ 432.5      $ 4.4     $ 436.9      $ 394.0        9.8     10.9

Total revenue

   $ 473.2      $ 4.6     $ 477.8      $ 441.2        7.2     8.3

Billings

   $ 448.5      $ 4.5     $ 453.0      $ 435.7        2.9     4.0

Adjusted EBITDA

   $ 88.9      $ 3.3     $ 92.2      $ 75.6        17.6     22.0