(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1820 E. Big Beaver Road

Troy, Michigan

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))

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Results of Operations and Financial Condition.

Financial Statements and Exhibits.

Date: May 9, 2019

/s/ Howard N. Morof

Software product revenue was $103.3 million.

Non-GAAP software product revenue was $105.5 million. Non-GAAP software product revenue includes revenue not recognized under GAAP due to acquisition accounting adjustments associated with the accounting for deferred revenue in significant business combinations.

Total revenue was $127.9 million.

Non-GAAP total revenue was $130.1 million. Non-GAAP total revenue includes revenue not recognized under GAAP due to acquisition accounting adjustments associated with the accounting for deferred revenue in significant business combinations.

Net income was $13.0 million. Diluted net income per share was $0.17 based on 76.7 million diluted weighted average common shares outstanding.

Adjusted EBITDA was $24.0 million. 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 determined by management.

Modified Adjusted EBITDA was $26.2 million. Modified Adjusted EBITDA represents Adjusted EBITDA adjusted for revenue not recognized under GAAP due to acquisition accounting adjustments associated with the accounting for deferred revenue in significant business combinations.

Non-GAAP net income was $20.2 million. Non-GAAP diluted net income per share was $0.26 based on 77.7 million non-GAAP diluted common shares outstanding. Non-GAAP net income excludes stock-based compensation, amortization of intangible assets related to acquisitions, non-recurring adjustments, revenue not recognized under GAAP due to acquisition accounting and certain tax adjustments.

Free cash flow, which consists of cash flow from operations less capital expenditures, was $20.7 million.

Software Product Revenue

Non-GAAP Software Product Revenue

Total Revenue

Non-GAAP Total Revenue

Net (Loss) Income

Non-GAAP Net Income

Adjusted EBITDA

Modified Adjusted EBITDA

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

Accounts receivable, net

Inventory, net

Income tax receivable

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right of use assets

Goodwill

Other intangible assets, net

Deferred tax assets

Other long-term assets

TOTAL ASSETS

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Current portion of long-term debt

Accounts payable

Accrued compensation and benefits

Current portion of operating lease liabilities

Other accrued expenses and current liabilities

Deferred revenue

Total current liabilities

Long-term debt, net of current portion

Operating lease liabilities, net of current portion

Deferred revenue, non-current

Other long-term liabilities

TOTAL LIABILITIES

Commitments and contingencies

MEZZANINE EQUITY

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 38,760 and 38,349 shares as of March 31, 2019 and December 31, 2018, respectively

Class B common stock, authorized 41,203 shares, issued and outstanding 32,171 and 32,171 shares as of March 31, 2019 and December 31, 2018, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

Revenue

License

Maintenance and other services

Total software

Software related services

Total software and related services

Client engineering services

Other

Total revenue

Cost of revenue

License *

Maintenance and other services *

Total software

Software related services

Total software and related services

Client engineering services

Other

Total cost of revenue

Gross profit

Operating expenses:

Research and development*

Sales and marketing*

General and administrative*

Amortization of intangible assets

Other operating income

Total operating expenses

Operating income

Interest expense

Other expense (income), net

Income before income taxes

Income tax expense

Net income

Income per share:

Net income per share attributable to common stockholders, basic

Net income per share attributable to common stockholders, diluted

Weighted average shares outstanding:

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

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

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

Cost of revenue – software

Research and development

Sales and marketing

General and administrative

Total stock-based compensation expense

OPERATING ACTIVITIES:

Net income

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

Depreciation and amortization

Provision for bad debt

Stock-based compensation expense

Deferred income taxes

Other, net

Changes in assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Other long-term assets

Accounts payable

Accrued compensation and benefits

Other accrued expenses and current liabilities

Operating lease right-of-use assets and liabilities, net

Deferred revenue

Net cash provided by operating activities

INVESTING ACTIVITIES:

Capital expenditures

Payments for acquisition of developed technology

Payments for acquisition of businesses, net of cash acquired

Other investing activities, net

Net cash used in investing activities

FINANCING ACTIVITIES:

Payments on revolving commitment

Borrowings under revolving commitment

Proceeds from the exercise of stock options

Payments for initial public offering costs

Other financing activities

Net cash (used in) provided by financing activities

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

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of year

Cash, cash equivalents and restricted cash at end of period

Supplemental disclosure of cash flow:

Interest paid

Income taxes paid

Supplemental disclosure of non-cash investing and financing activities:

Finance leases

Property and equipment in accounts payable

Net income

Stock-based compensation expense

Amortization of intangible assets

Acquisition related deferred revenue ⁽¹⁾

Special adjustments ⁽²⁾

Income tax effect of non-GAAP adjustments ⁽³⁾

Non-GAAP net income

Income per share - diluted

Non-GAAP income per share - diluted

GAAP diluted shares outstanding:

Non-GAAP diluted shares outstanding:

Represents revenue not recognized under GAAP due to acquisition accounting adjustment associated with the accounting for deferred revenue in significant business combinations.

Includes an impairment charge for royalty contracts resulting in $0.2 million and $0.9 million of expense for the three months ended March 31, 2019 and 2018, respectively. Includes a non-recurring adjustment for a change in estimated legal expenses resulting in $2.0 million of income for the three months ended March 31, 2018.

The income tax effect of non-GAAP adjustments for 2018 is affected by the U.S. valuation allowance.

Net income

Income tax expense

Stock-based compensation expense

Interest expense

Interest income and other⁽¹⁾

Depreciation and amortization

Adjusted EBITDA

Acquisition related deferred revenue ⁽²⁾

Modified Adjusted EBITDA

Includes an impairment charge for royalty contracts resulting in $0.2 million and $0.9 million of expense for the three months ended March 31, 2019 and 2018, respectively. Includes a non-recurring adjustment for a change in estimated legal expenses resulting in $2.0 million of income for the three months ended March 31, 2018.

Represents revenue not recognized under GAAP due to acquisition accounting adjustment associated with the accounting for deferred revenue in significant business combinations.

Net cash provided by operating activities

Capital expenditures

Free cash flow

Net (loss) income

Stock-based compensation expense

Amortization of intangible assets

Software licenses deferred revenue fair value adjustment (1)

Non-recurring adjustments

Non-GAAP net income

Adjustments for revenue not recognized under GAAP due to acquisition accounting adjustment associated with the accounting for deferred revenue in significant business combinations.

Net (loss) income

Income tax expense

Stock-based compensation expense

Interest expense

Depreciation and amortization

Interest income and other non-recurring adjustments

Adjusted EBITDA

Software licenses deferred revenue fair value adjustment (1)

Modified Adjusted EBITDA

Adjustments for revenue not recognized under GAAP due to acquisition accounting adjustment associated with the accounting for deferred revenue in significant business combinations.

Total Revenue (GAAP)

Software licenses deferred revenue fair value adjustment (1)

Non-GAAP Total Revenue

Adjustments for revenue not recognized under GAAP due to acquisition accounting adjustment associated with the accounting for deferred revenue in significant business combinations.

Total Software Product Revenue (GAAP)

Software licenses deferred revenue fair value adjustment (1)

Non-GAAP Total Software Product Revenue

Adjustments for revenue not recognized under GAAP due to acquisition accounting adjustment associated with the accounting for deferred revenue in significant business combinations.