0001701732false00017017322025-02-202025-02-20

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2025

 

 

Altair Engineering Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38263

38-2591828

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1820 E. Big Beaver Road

 

Troy, Michigan

 

48083

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (248) 614-2400

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock $0.0001 par value per share

 

ALTR

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02. Results of Operations and Financial Condition.

 

On February 20, 2025, Altair Engineering Inc. issued a press release disclosing its financial information and operating metrics for its fourth quarter and full year ended December 31, 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 February 20, 2025, furnished hereto.

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

ALTAIR ENGINEERING INC.

Date: February 20, 2025

By:

/s/ Matthew Brown

Matthew Brown

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 


 

Exhibit 99.1

Altair Announces Fourth Quarter and Full Year 2024 Financial Results

TROY, Mich. – February 20, 2025 – Altair (Nasdaq: ALTR), a global leader in computational intelligence, today released its financial results for the fourth quarter and full year ended December 31, 2024.

Fourth Quarter 2024 Financial Highlights

Software revenue was $179.4 million compared to $155.9 million for the fourth quarter of 2023, an increase of 15.0% in reported currency and 16.5% in constant currency
Total revenue was $192.6 million compared to $171.5 million for the fourth quarter of 2023, an increase of 12.3% in reported currency and 13.8% in constant currency
Net income was $1.0 million compared to $19.7 million for the fourth quarter of 2023, a decrease in earnings of $18.7 million. Net income per share, diluted was $0.01 based on 89.3 million diluted weighted average common shares outstanding, compared to net income per share, diluted of $0.22 for the fourth quarter of 2023, based on 89.0 million diluted weighted average common shares outstanding. Net income margin was 0.5% compared to net income margin of 11.5% for the fourth quarter of 2023
Non-GAAP net income was $47.4 million, compared to non-GAAP net income of $41.1 million for the fourth quarter of 2023, an increase of $6.3 million. Non-GAAP net income per share, diluted was $0.52 based on 92.6 million non-GAAP diluted common shares outstanding, compared to non-GAAP net income per share, diluted of $0.47 for the fourth quarter of 2023, based on 89.0 million non-GAAP diluted common shares outstanding
Adjusted EBITDA was $61.0 million compared to $53.6 million for the fourth quarter of 2023, an increase of 13.9%. Adjusted EBITDA margin was 31.7% compared to 31.2% for the fourth quarter of 2023
Cash provided by operating activities was $37.5 million, compared to $21.7 million for the fourth quarter of 2023
Free cash flow was $33.2 million, compared to $19.3 million for the fourth quarter of 2023.

Full Year 2024 Financial Highlights

Software revenue was $611.9 million compared to $550.0 million for the full year of 2023, an increase of 11.3% in reported currency and 12.5% in constant currency
Total revenue was $665.8 million compared to $612.7 million for the full year of 2023, an increase of 8.7% in reported currency and 9.8% in constant currency
Net income was $14.2 million compared to a net loss of $(8.9) million for the full year of 2023, an improvement in earnings of $23.1 million. Net income per share, diluted was $0.16 based on 88.6 million diluted weighted average common shares outstanding, compared to net loss per share, diluted of $(0.11) for the full year of 2023, based on 80.6 million diluted weighted average common shares outstanding. Net income margin was 2.1% compared to net loss margin of -1.5% for the full year of 2023
Non-GAAP net income was $119.6 million, compared to non-GAAP net income of $98.8 million for the full year of 2023, an increase of $20.8 million. Non-GAAP net income per share, diluted was $1.35 based on 91.8 million non-GAAP diluted common shares outstanding, compared to non-GAAP net income per share, diluted of $1.17 for the full year of 2023, based on 84.4 million non-GAAP diluted common shares outstanding
Adjusted EBITDA was $149.9 million compared to $129.1 million for the full year of 2023, an increase of 16.1%, Adjusted EBITDA margin was 22.5% compared to 21.1% for the full year of 2023
Cash provided by operating activities was $154.1 million, compared to $127.3 million for the full year of 2023
Free cash flow was $140.0 million, compared to $117.1 million for the full year of 2023.

 

Pending Transaction with Siemens and Conference Call Information

On January 22, 2025, Altair’s stockholders approved the previously announced merger agreement providing for the acquisition of Altair by Siemens Industry Software Inc. ("Siemens"). Completion of the pending transaction remains subject to certain customary closing conditions. Altair now anticipates that this transaction may close in the first half of 2025. In light of the pending 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, 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.

 

 


 

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 pending merger transaction with Siemens Industry Software Inc. (the “Merger”), (ii) the risk that a condition of closing of the pending Merger 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 pending Merger 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 pending Merger 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 pending Merger 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 Industry Software Inc. (the “Merger Agreement”), (ix) business uncertainties and contractual restrictions on our operations while the proposed Merger transaction is pending, (x) unexpected costs, charges or expenses resulting from the pending Merger transaction, (xi) potential litigation relating to the pending Merger transaction 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, 2024 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

(Unaudited)

 

 

 

 

December 31,

 

(in thousands)

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

561,898

 

 

$

467,459

 

Accounts receivable, net

 

 

173,509

 

 

 

190,461

 

Income tax receivable

 

 

21,513

 

 

 

16,650

 

Prepaid expenses and other current assets

 

 

28,058

 

 

 

26,053

 

Total current assets

 

 

784,978

 

 

 

700,623

 

Property and equipment, net

 

 

41,008

 

 

 

39,803

 

Operating lease right of use assets

 

 

31,117

 

 

 

30,759

 

Goodwill

 

 

462,459

 

 

 

458,125

 

Other intangible assets, net

 

 

72,937

 

 

 

83,550

 

Deferred tax assets

 

 

8,770

 

 

 

9,955

 

Other long-term assets

 

 

44,378

 

 

 

40,678

 

TOTAL ASSETS

 

$

1,445,647

 

 

$

1,363,493

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

 

$

7,316

 

 

$

8,995

 

Accrued compensation and benefits

 

 

50,328

 

 

 

45,081

 

Current portion of operating lease liabilities

 

 

7,876

 

 

 

8,825

 

Other accrued expenses and current liabilities

 

 

56,058

 

 

 

48,398

 

Deferred revenue

 

 

139,085

 

 

 

131,356

 

Current portion of convertible senior notes, net

 

 

227,106

 

 

 

81,455

 

Total current liabilities

 

 

487,769

 

 

 

324,110

 

Convertible senior notes, net

 

 

 

 

 

225,929

 

Operating lease liabilities, net of current portion

 

 

24,141

 

 

 

22,625

 

Deferred revenue, non-current

 

 

28,531

 

 

 

32,347

 

Other long-term liabilities

 

 

48,017

 

 

 

47,151

 

TOTAL LIABILITIES

 

 

588,458

 

 

 

652,162

 

Commitments and contingencies

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock ($0.0001 par value)

 

 

 

 

 

 

Class A common stock, authorized 513,797 shares, issued and outstanding 60,181
   and 55,240 shares as of December 31, 2024 and 2023, respectively

 

 

6

 

 

 

5

 

Class B common stock, authorized 41,203 shares, issued and outstanding 25,394
   and 26,814 shares as of December 31, 2024 and 2023, respectively

 

 

3

 

 

 

3

 

Additional paid-in capital

 

 

1,010,789

 

 

 

864,135

 

Accumulated deficit

 

 

(116,328

)

 

 

(130,503

)

Accumulated other comprehensive loss

 

 

(37,281

)

 

 

(22,309

)

TOTAL STOCKHOLDERS’ EQUITY

 

 

857,189

 

 

 

711,331

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,445,647

 

 

$

1,363,493

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended
December 31,

 

 

Year Ended
December 31,

 

(in thousands, except per share data)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

$

131,943

 

 

$

113,172

 

 

$

435,288

 

 

$

393,144

 

Maintenance and other services

 

 

47,433

 

 

 

42,761

 

 

 

176,612

 

 

 

156,830

 

Total software

 

 

179,376

 

 

 

155,933

 

 

 

611,900

 

 

 

549,974

 

Engineering services and other

 

 

13,255

 

 

 

15,570

 

 

 

53,888

 

 

 

62,727

 

Total revenue

 

 

192,631

 

 

 

171,503

 

 

 

665,788

 

 

 

612,701

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

License

 

 

4,662

 

 

 

3,200

 

 

 

15,099

 

 

 

15,088

 

Maintenance and other services

 

 

17,604

 

 

 

14,340

 

 

 

64,014

 

 

 

56,094

 

Total software *

 

 

22,266

 

 

 

17,540

 

 

 

79,113

 

 

 

71,182

 

Engineering services and other

 

 

11,113

 

 

 

11,633

 

 

 

45,690

 

 

 

50,609

 

Total cost of revenue

 

 

33,379

 

 

 

29,173

 

 

 

124,803

 

 

 

121,791

 

Gross profit

 

 

159,252

 

 

 

142,330

 

 

 

540,985

 

 

 

490,910

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development *

 

 

57,147

 

 

 

52,519

 

 

 

221,161

 

 

 

212,645

 

Sales and marketing *

 

 

47,812

 

 

 

43,595

 

 

 

184,280

 

 

 

176,138

 

General and administrative *

 

 

35,595

 

 

 

17,096

 

 

 

90,150

 

 

 

70,887

 

Amortization of intangible assets

 

 

8,709

 

 

 

7,708

 

 

 

33,022

 

 

 

30,851

 

Other operating (income) expense, net

 

 

(976

)

 

 

(1,178

)

 

 

(5,313

)

 

 

146

 

Total operating expenses

 

 

148,287

 

 

 

119,740

 

 

 

523,300

 

 

 

490,667

 

Operating income

 

 

10,965

 

 

 

22,590

 

 

 

17,685

 

 

 

243

 

Interest expense

 

 

1,339

 

 

 

1,533

 

 

 

5,836

 

 

 

6,116

 

Other income, net

 

 

(316

)

 

 

(8,794

)

 

 

(20,781

)

 

 

(18,492

)

Income before income taxes

 

 

9,942

 

 

 

29,851

 

 

 

32,630

 

 

 

12,619

 

Income tax expense

 

 

8,946

 

 

 

10,176

 

 

 

18,455

 

 

 

21,545

 

Net income (loss)

 

$

996

 

 

$

19,675

 

 

$

14,175

 

 

$

(8,926

)

Earnings (loss) per share, basic

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share

 

$

0.01

 

 

$

0.24

 

 

$

0.17

 

 

$

(0.11

)

Weighted average shares

 

 

85,289

 

 

 

81,760

 

 

 

84,085

 

 

 

80,596

 

Earnings (loss) per share, diluted

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share

 

$

0.01

 

 

$

0.22

 

 

$

0.16

 

 

$

(0.11

)

Weighted average shares

 

 

89,346

 

 

 

88,977

 

 

 

88,558

 

 

 

80,596

 

 

 

 

 

 

 

 

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

 

 

 

(Unaudited)

 

 

 

Three Months Ended
 December 31,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cost of revenue – software

 

$

2,167

 

 

$

2,303

 

 

$

8,397

 

 

$

10,095

 

Research and development

 

 

6,274

 

 

 

7,332

 

 

 

25,630

 

 

 

33,842

 

Sales and marketing

 

 

4,784

 

 

 

6,271

 

 

 

19,459

 

 

 

28,376

 

General and administrative

 

 

3,745

 

 

 

3,252

 

 

 

14,194

 

 

 

13,268

 

Total stock-based compensation expense

 

$

16,970

 

 

$

19,158

 

 

$

67,680

 

 

$

85,581

 

 

 


 

ALTAIR ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

 

 

Year Ended December 31,

 

(in thousands)

 

2024

 

 

2023

 

 

2022

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

14,175

 

 

$

(8,926

)

 

$

(43,429

)

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

42,164

 

 

 

39,124

 

 

 

35,504

 

Stock-based compensation expense

 

 

67,680

 

 

 

85,581

 

 

 

84,787

 

Deferred income taxes

 

 

(707

)

 

 

(2,319

)

 

 

(4,164

)

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

 

 

476

 

 

 

5,706

 

 

 

(7,153

)

Expense on repurchase of convertible senior notes

 

 

 

 

 

 

 

 

16,621

 

Other, net

 

 

2,015

 

 

 

1,943

 

 

 

2,179

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

14,560

 

 

 

(19,141

)

 

 

(34,175

)

Prepaid expenses and other current assets

 

 

(7,622

)

 

 

(1,915

)

 

 

1,014

 

Other long-term assets

 

 

2,431

 

 

 

(52

)

 

 

2,852

 

Accounts payable

 

 

(2,127

)

 

 

(1,878

)

 

 

3,771

 

Accrued compensation and benefits

 

 

7,013

 

 

 

1,783

 

 

 

280

 

Other accrued expenses and current liabilities

 

 

7,791

 

 

 

9,068

 

 

 

(59,463

)

Deferred revenue

 

 

6,235

 

 

 

18,333

 

 

 

40,946

 

Net cash provided by operating activities

 

 

154,084

 

 

 

127,307

 

 

 

39,570

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Payments for acquisition of businesses, net of cash acquired

 

 

(27,070

)

 

 

(3,236

)

 

 

(134,541

)

Capital expenditures

 

 

(14,086

)

 

 

(10,193

)

 

 

(9,648

)

Other investing activities, net

 

 

(4,974

)

 

 

(2,423

)

 

 

(10,322

)

Net cash used in investing activities

 

 

(46,130

)

 

 

(15,852

)

 

 

(154,511

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Settlement of convertible senior notes

 

 

(81,729

)

 

 

 

 

 

 

Proceeds from the exercise of common stock options

 

 

65,537

 

 

 

36,140

 

 

 

3,577

 

Proceeds from employee stock purchase plan contributions

 

 

9,157

 

 

 

7,978

 

 

 

8,976

 

Payments for repurchase and retirement of common stock

 

 

 

 

 

(6,255

)

 

 

(19,659

)

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

 

 

 

 

 

 

 

 

224,265

 

Repurchase of convertible senior notes

 

 

 

 

 

 

 

 

(192,422

)

Payments for issuance costs of convertible senior notes

 

 

 

 

 

 

 

 

(1,523

)

Other financing activities

 

 

 

 

 

(97

)

 

 

(233

)

Net cash (used in) provided by financing activities

 

 

(7,035

)

 

 

37,766

 

 

 

22,981

 

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

 

 

(6,453

)

 

 

1,397

 

 

 

(5,094

)

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

 

 

94,466

 

 

 

150,618

 

 

 

(97,054

)

Cash, cash equivalents and restricted cash at beginning of year

 

 

467,576

 

 

 

316,958

 

 

 

414,012

 

Cash, cash equivalents and restricted cash at end of period

 

$

562,042

 

 

$

467,576

 

 

$

316,958

 

 

 


 

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
 December 31,

 

 

Year Ended
 December 31,

 

(in thousands, except per share amounts)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (loss)

 

$

996

 

 

$

19,675

 

 

$

14,175

 

 

$

(8,926

)

Stock-based compensation expense

 

 

16,970

 

 

 

19,158

 

 

 

67,680

 

 

 

85,581

 

Amortization of intangible assets

 

 

8,709

 

 

 

7,708

 

 

 

33,022

 

 

 

30,851

 

Non-cash interest expense

 

 

310

 

 

 

470

 

 

 

1,514

 

 

 

1,869

 

Impact of non-GAAP tax rate(1)

 

 

(6,842

)

 

 

(4,261

)

 

 

(21,406

)

 

 

(13,158

)

Special adjustments and other (2)

 

 

27,219

 

 

 

(1,659

)

 

 

24,597

 

 

 

2,553

 

Non-GAAP net income

 

$

47,362

 

 

$

41,091

 

 

$

119,582

 

 

$

98,770

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share, diluted

 

$

0.01

 

 

$

0.22

 

 

$

0.16

 

 

$

(0.11

)

Non-GAAP net income per share, diluted

 

$

0.52

 

 

$

0.47

 

 

$

1.35

 

 

$

1.17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted shares outstanding:

 

 

89,346

 

 

 

88,977

 

 

 

88,558

 

 

 

80,596

 

Non-GAAP diluted shares outstanding:

 

 

92,555

 

 

 

88,977

 

 

 

91,767

 

 

 

84,433

 

(1)
For the three months and year ended December 31, 2024, the Company used a non-GAAP effective tax rate of 25%. For the three months and year ended December 31, 2023, the Company used a non-GAAP effective tax rate of 26%.
(2)
The three months ended December 31, 2024, includes $22.3 million of expenses related to the pending Merger transaction, $4.7 million of currency losses on acquisition-related intercompany loans and a $0.3 million loss from the mark-to-market adjustment of contingent consideration associated with acquisitions. The three months ended December 31, 2023, includes $2.9 million of currency gains on acquisition-related intercompany loans and a $1.2 million loss from the mark-to-market adjustment of contingent consideration associated with acquisitions. The year ended December 31, 2024, includes $22.3 million of expenses related to the pending Merger transaction, $1.9 million of currency losses on acquisition-related intercompany loans and a $0.5 million loss from the mark-to-market adjustment of contingent consideration associated with acquisitions. The year ended December 31, 2023, includes a $5.7 million loss from the mark-to-market adjustment of contingent consideration associated with acquisitions and $3.2 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
 December 31,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (loss)

 

$

996

 

 

$

19,675

 

 

$

14,175

 

 

$

(8,926

)

Income tax expense

 

 

8,946

 

 

 

10,176

 

 

 

18,455

 

 

 

21,545

 

Stock-based compensation expense

 

 

16,970

 

 

 

19,158

 

 

 

67,680

 

 

 

85,581

 

Interest expense

 

 

1,339

 

 

 

1,533

 

 

 

5,836

 

 

 

6,116

 

Depreciation and amortization

 

 

11,044

 

 

 

9,853

 

 

 

42,164

 

 

 

39,124

 

Special adjustments, interest income and other (1)

 

 

21,746

 

 

 

(6,822

)

 

 

1,602

 

 

 

(14,302

)

Adjusted EBITDA

 

$

61,041

 

 

$

53,573

 

 

$

149,912

 

 

$

129,138

 

 

 


 

(1)
The three months ended December 31, 2024, includes $22.3 million of expenses related to the pending Merger transaction, $4.7 million of currency losses on acquisition-related intercompany loans, a $0.3 million loss from the mark-to-market adjustment of contingent consideration associated with acquisitions, and $5.5 million of interest income. The three months ended December 31, 2023, includes $2.9 million of currency gains on acquisition-related intercompany loans, a $1.2 million loss from the mark-to-market adjustment of contingent consideration associated with acquisitions, and $5.2 million of interest income. The year ended December 31, 2024, includes $22.3 million of expenses related to the pending Merger transaction, $1.9 million of currency losses on acquisition-related intercompany loans, a $0.5 million loss from the mark-to-market adjustment of contingent consideration associated with acquisitions, and $23.0 million of interest income. The year ended December 31, 2023, includes a $5.7 million loss from the mark-to-market adjustment of contingent consideration associated with acquisitions, $3.2 million of currency gains on acquisition-related intercompany loans, and $16.9 million of interest income.

The following table provides a reconciliation of Free Cash Flow to net cash provided by operating activities, the most comparable GAAP financial measure:

 

 

(Unaudited)

 

 

 

Three Months Ended
 December 31,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2024 (1)

 

 

2023

 

 

2024

 

 

2023

 

Net cash provided by operating activities

 

$

37,530

 

 

$

21,651

 

 

$

154,084

 

 

$

127,307

 

Capital expenditures

 

 

(4,347

)

 

 

(2,311

)

 

 

(14,086

)

 

 

(10,193

)

Free Cash Flow

 

$

33,183

 

 

$

19,340

 

 

$

139,998

 

 

$

117,114

 

(1) Free Cash Flow for the year ended December 31, 2024, was adversely impacted by approximately $13.2 million of expenses paid related to the pending Merger transaction.

The following table provides a reconciliation of Non-GAAP gross profit to gross profit, the most comparable GAAP financial measure, and a comparison of Non-GAAP gross margin (Non-GAAP gross profit as a percentage of total revenue) to gross margin (gross profit as a percentage of total revenue), the most comparable GAAP financial measure:

 

 

(Unaudited)

 

 

 

Three Months Ended
 December 31,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Gross profit

 

$

159,252

 

 

$

142,330

 

 

$

540,985

 

 

$

490,910

 

Stock-based compensation expense

 

 

2,167

 

 

 

2,303

 

 

 

8,397

 

 

 

10,095

 

Pending merger expenses

 

 

1,155

 

 

 

 

 

 

1,155

 

 

 

 

Non-GAAP gross profit

 

$

162,574

 

 

$

144,633

 

 

$

550,537

 

 

$

501,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

 

82.7

%

 

 

83.0

%

 

 

81.3

%

 

 

80.1

%

Non-GAAP gross margin

 

 

84.4

%

 

 

84.3

%

 

 

82.7

%

 

 

81.8

%

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
 December 31,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Total operating expense

 

$

148,287

 

 

$

119,740

 

 

$

523,300

 

 

$

490,667

 

Stock-based compensation expense

 

 

(14,803

)

 

 

(16,855

)

 

 

(59,283

)

 

 

(75,486

)

Amortization

 

 

(8,709

)

 

 

(7,708

)

 

 

(33,022

)

 

 

(30,851

)

Loss on mark-to-market adjustment of
   contingent consideration

 

 

(287

)

 

 

(1,212

)

 

 

(476

)

 

 

(5,706

)

Pending merger expenses

 

 

(21,095

)

 

 

 

 

 

(21,095

)

 

 

 

Non-GAAP operating expense

 

$

103,393

 

 

$

93,965

 

 

$

409,424

 

 

$

378,624

 

 

 


 

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

 

 

(Unaudited)

 

 

 

Three Months Ended
 December 31,

 

 

Year Ended
 December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income

 

$

47,362

 

 

$

41,091

 

 

$

119,582

 

 

$

98,770

 

Interest expense related to convertible notes, net of tax

 

 

1,006

 

 

 

1,006

 

 

 

4,024

 

 

 

 

Numerator for non-GAAP diluted income per share

 

$

48,368

 

 

$

42,097

 

 

$

123,606

 

 

$

98,770

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, basic

 

 

85,289

 

 

 

81,760

 

 

 

84,085

 

 

 

80,596

 

Effect of dilutive shares

 

 

7,266

 

 

 

7,217

 

 

 

7,682

 

 

 

3,837

 

Non-GAAP diluted shares outstanding

 

 

92,555

 

 

 

88,977

 

 

 

91,767

 

 

 

84,433

 

Non-GAAP net income per share, diluted

 

$

0.52

 

 

$

0.47

 

 

$

1.35

 

 

$

1.17

 

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

 

 

(Unaudited)

 

 

 

Three Months Ended
 December 31,

 

 

Year Ended
 December 31,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

$

192,631

 

 

$

171,503

 

 

$

665,788

 

 

$

612,701

 

Ending deferred revenue

 

 

167,616

 

 

 

163,703

 

 

 

167,616

 

 

 

163,703

 

Beginning deferred revenue

 

 

(140,835

)

 

 

(138,933

)

 

 

(163,703

)

 

 

(144,460

)

Deferred revenue acquired

 

 

 

 

 

(149

)

 

 

(1,825

)

 

 

(149

)

Billings

 

$

219,412

 

 

$

196,124

 

 

$

667,876

 

 

$

631,795

 

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

 

 

(Unaudited)

 

 

 

Three Months Ended
December 31, 2024

 

 

Three Months Ended December 31, 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

 

$

179.4

 

 

$

2.3

 

 

$

181.7

 

 

$

155.9

 

 

 

15.0

%

 

 

16.5

%

Total revenue

 

$

192.6

 

 

$

2.6

 

 

$

195.2

 

 

$

171.5

 

 

 

12.3

%

 

 

13.8

%

Billings

 

$

219.4

 

 

$

3.6

 

 

$

223.0

 

 

$

196.1

 

 

 

11.9

%

 

 

13.7

%

Adjusted EBITDA

 

$

61.0

 

 

$

1.3

 

 

$

62.3

 

 

$

53.6

 

 

 

13.9

%

 

 

16.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

Year Ended
December 31, 2024

 

 

Year Ended
 December 31, 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

 

$

611.9

 

 

$

6.8

 

 

$

618.7

 

 

$

550.0

 

 

 

11.3

%

 

 

12.5

%

Total revenue

 

$

665.8

 

 

$

7.2

 

 

$

673.0

 

 

$

612.7

 

 

 

8.7

%

 

 

9.8

%

Billings

 

$

667.9

 

 

$

8.1

 

 

$

676.0

 

 

$

631.8

 

 

 

5.7

%

 

 

7.0

%

Adjusted EBITDA

 

$

149.9

 

 

$

4.6

 

 

$

154.5

 

 

$

129.1

 

 

 

16.1

%

 

 

19.7

%

 

 

 

 


v3.25.0.1
Document And Entity Information
Feb. 20, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 20, 2025
Entity Registrant Name Altair Engineering Inc.
Entity Central Index Key 0001701732
Entity Emerging Growth Company false
Entity File Number 001-38263
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 38-2591828
Entity Address, Address Line One 1820 E. Big Beaver Road
Entity Address, City or Town Troy
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48083
City Area Code (248)
Local Phone Number 614-2400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock $0.0001 par value per share
Trading Symbol ALTR
Security Exchange Name NASDAQ

Altair Engineering (NASDAQ:ALTR)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more Altair Engineering Charts.
Altair Engineering (NASDAQ:ALTR)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more Altair Engineering Charts.