UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-38263
ALTAIR ENGINEERING INC.
(Exact name of registrant as specified in its charter)
Delaware
38-2591828
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1820 East Big Beaver Road, Troy, Michigan
48083
(Address of principal executive offices)
(Zip Code)
(248) 614-2400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
On October 16, 2024, there were 59,661,617 shares of the registrant’s Class A common stock outstanding and 25,419,574 shares of the registrant’s Class B common stock outstanding.
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
FOR THE QUARTER ENDED SEPTEMBER 30, 2024
INDEX
Page
PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements – Unaudited
3
a)
Consolidated Balance Sheets
b)
Consolidated Statements of Operations
4
c)
Consolidated Statements of Comprehensive Income
5
d)
Consolidated Statements of Changes in Stockholders’ Equity
6
e)
Consolidated Statements of Cash Flows
8
f)
Notes to Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
35
Item 4.
Controls and Procedures
36
PART II.
OTHER INFORMATION
Legal Proceedings
37
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
38
Defaults Upon Senior Securities
Mine Safety Disclosures
39
Item 5.
Other Information
Item 6.
Exhibits
40
SIGNATURES
41
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
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
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
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
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands, except per share data)
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
2,795
3,083
10,437
11,888
16,045
13,689
46,410
41,754
18,840
16,772
56,847
53,642
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
0.15
88,425
87,854
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Other comprehensive income (loss), net of tax:
Foreign currency translation (net of tax effect of $0 for all periods)
11,638
(8,107
4,542
(2,215
Retirement related benefit plans (net of tax effect of $0, $0, $0, and $(79), respectively)
33
148
(46
Total other comprehensive income (loss)
11,671
(8,102
4,690
(2,261
Comprehensive income (loss)
13,450
(12,464
17,869
(30,862
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Accumulated
Common stock
Additional
other
Total
Class A
Class B
paid-in
comprehensive
stockholders’
Shares
Amount
capital
deficit
loss
equity
Balance as of December 31, 2023
55,240
26,814
Net income
16,547
Issuance of common stock for acquisitions
75
Issuance of common stock for employee stock purchase program
64
4,127
Exercise of stock options
540
19,844
Vesting of restricted stock
303
Conversion of Class B to Class A common stock
730
(730
Stock-based compensation
15,999
Foreign currency translation, net of tax
(5,029
Retirement related benefit plans, net of tax
34
Balance as of March 31, 2024
56,912
26,084
904,180
(113,956
(27,304
762,928
Net loss
(5,147
Settlement of convertible senior notes
797
188
516
598
17,640
90
613
(613
17,355
(2,067
81
Balance as of June 30, 2024
59,198
25,471
939,691
(119,103
(29,290
791,306
3,429
61
4,586
160
6,773
24
(39
17,356
Balance as of September 30, 2024
59,518
25,432
Balance as of December 31, 2022
52,277
27,745
721,307
(121,577
(30,002
569,736
(1,959
Repurchase and retirement of common stock
(91
(4,256
92
3,648
265
10,324
336
240
(240
22,161
7,232
19
Balance as of March 31, 2023
53,153
27,505
753,184
(123,536
(22,751
606,905
(22,280
382
13,264
86
330
(330
23,736
(1,340
(70
Balance as of June 30, 2023
53,951
27,175
790,184
(145,816
(24,161
620,215
53
91
3,903
79
1,938
47
130
(130
20,526
Balance as of September 30, 2023
54,351
27,045
816,551
(150,178
(32,263
634,118
7
CONSOLIDATED STATEMENTS OF CASH FLOWS
OPERATING ACTIVITIES:
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:
72,916
47,226
(7,895
959
408
(1,491
(5,416
(5,494
(1,977
(2,726
(12,261
(4,526
(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:
(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
Supplemental disclosure of cash flow:
Interest paid
2,304
2,124
Income taxes paid
8,017
9,021
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment in accounts payable and other current liabilities
1,016
909
Deferred payment obligations for acquisitions
7,774
3,567
Issuance of common stock in connection with acquisitions
4,020
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Altair Engineering Inc. (“Altair” or the “Company”) is incorporated in the state of Delaware. The Company is a global leader in computational intelligence enabling organizations across broad industry segments to drive smarter decisions in an increasingly connected world. Altair delivers software and cloud solutions in the areas of simulation, high-performance computing (“HPC”), data analytics, and artificial intelligence (“AI”). Altair’s products and services leverage computational science to drive innovation and intelligent decisions for a more connected, safe, and sustainable future. The Company is headquartered in Troy, Michigan.
Basis of presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, the accompanying statements do not include all the information and notes required by GAAP for complete financial statements. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements (and notes thereto) for the year ended December 31, 2023, included in the most recent Annual Report on Form 10-K filed with the SEC.
Use of estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, management evaluates its significant estimates including the stand alone selling price, or SSP, for each distinct performance obligation included in customer contracts with multiple performance obligations, valuation of acquired intangible assets in business combinations, the incremental borrowing rate used in the valuation of lease liabilities, the determination of the period of benefit for capitalized costs to obtain a contract, fair value of convertible senior notes, provision for credit loss, tax valuation allowances, liabilities for uncertain tax provisions, impairment of goodwill and intangible assets, useful lives of intangible assets, and stock-based compensation. Actual results could differ from those estimates.
Significant accounting policies
There have been no material changes to our significant accounting policies as of and for the nine months ended September 30, 2024, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2023.
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.
Accounting standards not yet adopted
Reference Rate Reform – In March 2020, the FASB issued ASU 2020-04. Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. In October 2022, the FASB Board voted to amend the sunset date of ASU 2020-04 to December 31, 2024. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures and does not expect this guidance to have a material effect on its consolidated financial statements.
Segment Reporting – In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting the updated standard.
Income Taxes – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which updates income tax disclosures related to the tax rate reconciliation and requires disclosure of income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied prospectively; however, retrospective application is permitted. The Company is currently evaluating this ASU to determine the effect on its related disclosures.
Disaggregation of revenue
The Company disaggregates its revenue by type of performance obligation and timing of revenue recognition as follows (in thousands):
Term licenses and other software products
80,596
70,450
269,625
252,540
Perpetual licenses
12,343
9,375
33,720
27,432
Maintenance
42,246
37,430
120,623
109,072
Professional software services
3,487
1,822
8,556
4,997
Software related services
5,747
6,517
18,441
20,281
Client engineering services
6,237
7,126
19,248
22,936
Other
794
1,283
2,944
3,940
The Company derived approximately 13% of its total revenue through indirect sales channels for the nine months ended September 30, 2024.
Costs to obtain a contract
As of September 30, 2024, and December 31, 2023, respectively, capitalized costs to obtain a contract were $4.5 million and $4.3 million recorded in Prepaid expenses and other current assets and $0.9 million and $0.9 million recorded in Other long-term assets in the Company’s consolidated balance sheets. Sales commissions were $2.3 million and $6.8 million, respectively, for the three and nine months ended September 30, 2024, and $2.4 million and $6.5 million, respectively, for the three and nine months ended September 30, 2023. Sales commissions were included in Sales and marketing expense in the Company’s consolidated statement of operations.
Contract assets
As of September 30, 2024, and December 31, 2023, respectively, contract assets were $5.8 million and $5.2 million included in Accounts receivable, net, and $4.0 million and $2.7 million included in Prepaid expenses and other current assets in the Company’s consolidated balance sheets.
Approximately $110.5 million of revenue recognized during the nine months ended September 30, 2024, was included in deferred revenue at the beginning of the year.
10
Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted revenue not yet recognized was $256.0 million and $224.8 million as of September 30, 2024 and 2023, respectively. Of the amount recorded as of September 30, 2024, the Company expects to recognize approximately 68% over the next 12 months and the remainder thereafter.
Acquisitions
2024 Acquisitions
During the nine months ended September 30, 2024, the Company completed four acquisitions that were accounted for as business combinations under the acquisition method. The preliminary aggregate transaction consideration of $36.8 million was allocated to assets acquired and liabilities assumed at their estimated fair values. The fair values assigned to the identifiable intangible assets acquired were based on estimates and assumptions determined by management. The allocation included $21.7 million to developed technology, $2.6 million to customer relationships, and $12.5 million to goodwill, of which $4.8 million is deductible for tax purposes. All goodwill was recorded in the Software segment. The Company expects to finalize the valuations as soon as practicable, but not later than one year from the acquisition dates. These acquisitions were financed with cash on hand. The operating results of each acquisition have been included in the consolidated financial statements since the respective dates of acquisition, and were not material to the consolidated financial statements. The Company’s transaction costs related to these 2024 acquisitions were not material.
Prior acquisitions
The Company recognized a $0.2 million loss for the nine months ended September 30, 2024, and a $3.5 million gain and a $4.5 million loss, respectively, for the three and nine months ended September 30, 2023, from a mark-to-market adjustment of contingent consideration associated with a prior year acquisition. There was no mark-to-market adjustment for the three months ended September 30, 2024. The mark-to-market adjustments were included in Other operating (income) expense, net in the consolidated statements of operations.
Cash, cash equivalents and restricted cash
The Company considers all highly liquid investments with original or remaining maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. Restricted cash is included in Other long-term assets on the consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets that sum to the total of the amounts reported in the consolidated statement of cash flows (in thousands):
September 30,
December 31,
Restricted cash included in other long-term assets
67
117
Total cash, cash equivalents and restricted cash
Restricted cash represents amounts required for the payment of potential health insurance claims and term deposits for bank guarantees.
11
Property and equipment consisted of the following (in thousands):
Land
8,396
8,376
Building and improvements
17,698
17,528
Computer equipment and software
51,809
45,678
Furniture, equipment and other
14,088
14,402
Leasehold improvements
8,998
8,380
Total property and equipment
100,989
94,364
Less: accumulated depreciation and amortization
60,081
54,561
Depreciation expense was $2.3 million and $6.8 million, respectively, for the three and nine months ended September 30, 2024, and $2.1 million and $6.1 million, respectively, for the three and nine months ended September 30, 2023.
Other liabilities
The following table provides the details of other accrued expenses and current liabilities (in thousands):
Income taxes payable
9,755
12,239
Obligations related to acquisition of businesses and technology
7,443
3,286
Accrued VAT
4,684
8,710
Employee stock purchase plan obligations
2,553
4,155
Accrued professional fees
2,543
2,436
Accrued royalties
2,078
2,313
Billings in excess of cost
1,588
2,385
Defined contribution plan liabilities
1,523
1,454
Accrued interest
1,174
185
Non-income tax liabilities
1,144
2,473
Other current liabilities
5,782
8,762
The following table provides details of other long-term liabilities (in thousands):
Pension and other post-retirement liabilities
17,720
15,815
Income tax reserves
16,606
16,254
Deferred tax liabilities
14,166
12,870
4,762
2,212
Other income, net consists of the following (in thousands):
Interest income
(5,902
(4,823
(17,520
(11,692
Foreign exchange (gain) loss
(4,856
2,933
(2,945
1,994
12
The changes in the carrying amount of goodwill, which is attributable to the Software reportable segment, were as follows (in thousands):
12,482
Foreign currency translation
5,602
Other intangible assets
A summary of other intangible assets is shown below (in thousands):
Weighted averageamortization period
Gross carryingamount
Accumulated amortization
Net carrying amount
Developed technology
4-6 years
166,442
109,891
56,551
Customer relationships
7-10 years
61,806
44,061
17,745
Trade names and other intangibles
3-10 years
11,990
1,382
10,608
Total other intangible assets
240,238
155,334
Accumulatedamortization
Net carryingamount
142,368
90,729
51,639
58,316
37,779
20,537
4-10 years
11,937
563
11,374
212,621
129,071
Amortization expense related to intangible assets was $9.2 million and $24.3 million, respectively, for the three and nine months ended September 30, 2024, and $7.7 million and $23.1 million, respectively, for the three and nine months ended September 30, 2023.
Convertible senior notes
2027 Notes
In June 2022, the Company issued $230.0 million aggregate principal amount of 1.750% convertible senior notes due in 2027 (the "2027 Notes"), which includes the initial purchaser’s exercise in full of its option to purchase an additional $30.0 million principal amount of the 2027 Notes, in a private offering. The net proceeds from the issuance of the 2027 Notes was $224.3 million after deducting discounts, commissions and estimated issuance costs. The 2027 Notes bear interest at a rate of 1.750% per year, payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 15, 2022. The 2027 Notes mature on June 15, 2027, unless, earlier repurchased or redeemed by the Company or converted pursuant to their terms. The 2027 Notes have an initial conversion rate of 13.9505 shares of the Company's Class A common stock per $1,000 principal amount of 2027 Notes, which is equivalent to an initial conversion price of approximately $71.68 per share of its Class A common stock. Refer to the Company’s consolidated financial statements for the year ended December 31, 2022, for details of the issuance of the 2027 Notes.
The Company may settle the 2027 Notes in cash, shares of Class A common stock or a combination of cash and shares of its Class A common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.
During the period ended September 30, 2024, the conditions allowing holders of the 2027 Notes to convert were not met. Therefore, the 2027 Notes remained classified as long-term debt on the consolidated balance sheet as of September 30, 2024.
13
2024 Notes
In June 2019, the Company issued $230.0 million aggregate principal amount of 0.25% convertible senior notes due in 2024 (the "2024 Notes" and together with the 2027 Notes, the “Convertible Notes”), which included the underwriters’ exercise in full of their option to purchase an additional $30.0 million principal amount of the 2024 Notes, in a public offering. The net proceeds from the issuance of the 2024 Notes were $221.9 million after deducting the underwriting discounts and commissions and estimated issuance costs. The 2024 Notes bore interest at a rate of 0.25% per year, payable semi-annually in arrears on June 1 and December 1 of each year. The 2024 Notes matured on June 1, 2024. The 2024 Notes had an initial conversion rate of 21.5049 shares of the Company's Class A common stock per $1,000 principal amount of 2024 Notes, which was equivalent to an initial conversion price of approximately $46.50 per share of its Class A common stock. Refer to the Company’s consolidated financial statements for the year ended December 31, 2023, for details of the issuance of the 2024 Notes.
During the year ended December 31, 2022, using proceeds from the issuance of the 2027 Notes, the Company entered into separate privately negotiated transactions with certain holders of the 2024 Notes to repurchase and retire $148.2 million aggregate principal amount of the 2024 Notes for an aggregate amount of $192.4 million of cash including accrued and unpaid interest.
As of December 31, 2023, $81.7 million principal amount of the 2024 Notes remained outstanding.
In June 2024, the Company settled the remaining principal amount of the 2024 Notes totaling approximately $81.7 million by paying cash for the principal amount of $81.7 million and issuing 796,817 shares of the Company’s common stock, with a fair value of $70.8 million.
The net carrying value of the 2027 and 2024 Notes was as follows (in thousands):
Principal
230,000
81,729
Less: unamortized debt issuance costs
3,188
4,071
274
The interest expense related to the 2027 and 2024 Notes was as follows (in thousands):
Contractual interest expense
1,006
1,061
3,104
3,182
Amortization of debt issuance costs
294
453
1,157
1,352
1,300
1,514
4,261
4,534
As of September 30, 2024, the “if converted value” of the 2027 Notes exceeded the principal amount by $76.5 million.
Revolving credit facility
The Company has a $200.0 million credit facility with a maturity date of December 31, 2025 (“2019 Amended Credit Agreement”).
As of September 30, 2024, there were no outstanding borrowings under the 2019 Amended Credit Agreement, there was $200.0 million available for future borrowing, and the Company was in compliance with all the financial covenants. The 2019 Amended Credit Agreement is available for general corporate purposes, including working capital, capital expenditures, and permitted acquisitions.
For additional information about the 2019 Amended Credit Agreement, refer to the Company’s consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K.
14
The accounting guidance for fair value, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The framework for measuring fair value consists of a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows:
Level 1 – Quoted prices in active markets for identical assets and liabilities at the measurement date;
Level 2 – Observable inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The carrying value of cash and cash equivalents, accounts receivable, net and accounts payable approximate fair value due to their short maturities. Interest on the Company’s line of credit is at a variable rate, and as such the debt obligation outstanding approximates fair value.
The carrying value of the Company’s 2027 Notes are at face value less unamortized issuance costs. The estimated fair value of the 2027 Notes, which the Company has classified as Level 2 financial instruments, was determined based on quoted bid prices of the 2027 Notes on the last trading day of each reporting period. As of September 30, 2024, the estimated fair value of the 2027 Notes was $328.6 million, and is presented for required disclosure purposes only. For further information on the Convertible Notes, see Note 6. – Debt.
2017 stock-based compensation plan
In 2017, the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (“2017 Plan”), which was approved by the Company’s stockholders. The 2017 Plan provides for the grant of incentive stock options to the Company’s employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, other cash-based awards and other stock-based awards to the Company’s employees, directors and consultants and the Company’s parent, subsidiary, and affiliate corporations’ employees and consultants. The 2017 Plan has 19,460,908 authorized shares of the Company’s Class A common stock reserved for issuance. As of September 30, 2024, the Company had 6,602,453 shares of its common stock available for future issuances under the 2017 Plan.
The following table summarizes the restricted stock units, or RSUs, awarded under the 2017 Plan for the period:
Number of RSUs
Outstanding as of December 31, 2023
1,086,351
Granted
382,115
Vested
(417,263
Forfeited
(25,869
Outstanding as of September 30, 2024
1,025,334
The weighted average grant date fair value of the RSUs granted during the nine months ended September 30, 2024, was $80.48. The RSUs generally vest in four equal annual installments. Total compensation cost related to nonvested awards not yet recognized as of September 30, 2024, totaled $97.9 million, and is expected to be recognized over a weighted average period of 2.3 years.
15
The following table summarizes the stock option activity under the 2017 Plan for the period:
Number of options
Weighted averageexercise price per share
Weighted averageremaining contractual term (years)
Aggregate intrinsic value (in millions)
7,602,078
52.81
7.8
238.3
417,459
79.19
Exercised
(888,029
49.75
(98,400
56.80
7,033,108
54.70
7.3
287.0
Exercisable as of September 30, 2024
3,303,352
51.66
6.4
144.9
The total intrinsic value of the 2017 Plan stock options exercised during the nine months ended September 30, 2024, was $34.6 million.
2021 Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan (“ESPP”) which allows eligible employees to purchase shares of common stock through payroll deductions and is intended to qualify under Section 423 of the Internal Revenue Code. The maximum number of shares available for issuance under the ESPP is 3,200,000 shares of the Company’s Class A common stock. As of September 30, 2024, the Company had 2,706,534 shares of its common stock available for future issuances under the ESPP.
The purchase price for each share of common stock purchased under the ESPP will be 85% of the lower of (a) the fair market value per share on the first day of the applicable offering period or (b) the fair market value per share on the applicable purchase date.
The Company issued 125,686 shares of common stock under the ESPP during the nine months ended September 30, 2024. As of September 30, 2024 and December 31, 2023, respectively, $2.6 million and $4.2 million had been withheld on behalf of employees for future purchases under the ESPP due to the timing of payroll deductions and was reported in current liabilities. Stock-based compensation expense related to the ESPP was $0.7 million and $2.1 million, respectively, for the three and nine months ended September 30, 2024, and $0.6 million and $1.8 million, respectively, for the three and nine months ended September 30, 2023.
Stock-based compensation expense was recorded as follows (in thousands):
Cost of revenue – software
2,131
2,468
6,230
7,792
6,378
7,824
19,356
26,510
5,176
6,933
14,675
22,105
3,671
3,301
10,449
10,016
Total stock-based compensation expense
16
Basic earnings (loss) per share attributable to common stockholders is computed using the weighted average number of shares of common stock outstanding for the period, excluding dilutive securities, stock options, RSUs and ESPP shares. Diluted earnings (loss) per share attributable to common stockholders is based upon the weighted average number of shares of common stock outstanding for the period and potentially dilutive common shares, including the effect of dilutive securities, stock options, RSUs and ESPP shares under the treasury stock method.
The Company applies the if-converted method for convertible instruments when calculating diluted earnings per share. Under the if-converted method, shares related to convertible senior notes, to the extent dilutive, are assumed to be converted into common stock at the beginning of the period.
The following table sets forth the computation of the numerators and denominators used in the basic and diluted earnings (loss) per share amounts (in thousands, except per share data):
Numerator:
Interest expense related to convertible notes, net of tax (1)
Numerator for diluted earnings (loss) per share
Denominator:
Weighted average shares outstanding, basic
Effect of dilutive shares
3,590
4,174
Weighted average shares outstanding, diluted
Basic earnings (loss) per share
Diluted earnings (loss) per share
Anti-dilutive shares excluded from the computation of diluted earnings (loss) per share were as follows (in thousands):
Stock options and ESPP shares
3,158
2,895
Convertible shares
3,209
4,967
Total shares excluded from calculation
8,125
7,862
The Company’s income tax expense and effective tax rate for the three and nine months ended September 30, 2024 and 2023, were as follows (in thousands, except percentages):
Effective tax rate
65
%
60
42
(66
%)
The tax rate is affected by the Company being a U.S. resident taxpayer, the tax rates in the U.S. and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no benefit or expense is recognized due to a valuation allowance. The Company's effective tax rate for the nine months ended September 30, 2024 and 2023 also includes net discrete benefit of $0.5 million and expense of $7.2 million, respectively. The 2024 discrete tax benefit was primarily related to changes in reserves and other adjustments. The 2023 discrete tax expense was primarily related to withholding taxes on royalties in jurisdictions with losses for which no benefit is recognized due to a valuation allowance, changes in reserves, changes in accruals for unremitted earnings and other adjustments.
17
The components of accumulated other comprehensive loss were as follows (in thousands):
Retirement relatedbenefit plans
(21,473
(836
Other comprehensive income before reclassification
Amounts reclassified from accumulated other comprehensive income
Tax effects
Other comprehensive income
(16,931
(688
Legal proceedings
From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company has received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend the Company, its partners, and its customers by determining the scope, enforceability, and validity of third-party proprietary rights, or to establish and enforce the Company’s proprietary rights.
Effects of proceedings
The results of any current or future litigation cannot be predicted with certainty and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
The Company defines its operating segments as components of its business where separate financial information is available and used by the chief operating decision maker (“CODM”) in deciding how to allocate resources to its segments and in assessing performance. The Company’s CODM is its Chief Executive Officer.
The Company has identified two reportable segments for financial reporting purposes: Software and Client Engineering Services (“CES”). The primary measure of segment operating performance is Adjusted EBITDA, which is defined as net income (loss) adjusted for income tax expense (benefit), interest expense, interest income and other, depreciation and amortization, stock-based compensation expense, asset impairment charges and other special items as determined by management. Corporate headquarter costs are allocated to each segment.
The following tables are in thousands:
Three months ended September 30, 2024
Software
CES
All other
144,419
Adjusted EBITDA
26,134
241
(670
25,705
Three months ended September 30, 2023
125,594
15,312
502
(360
15,454
18
Nine months ended September 30, 2024
450,965
89,514
593
(1,236
88,871
Nine months ended September 30, 2023
414,322
75,791
1,544
(1,770
75,565
Reconciliation of Adjusted EBITDA to U.S. GAAP income (loss) before income taxes:
(17,356
(20,526
(50,710
(66,423
(1,317
(1,529
(4,497
(4,583
(11,563
(9,783
(31,120
(29,271
Special adjustments, interest income and other (1)
9,660
5,481
20,144
7,480
14. Subsequent event
Siemens Merger Agreement
On October 30, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Siemens Industry Software Inc. (“Parent”) and Astra Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Our Board of Directors has unanimously approved the Merger Agreement and, subject to certain exceptions set forth in the Merger Agreement, resolved to recommend that our stockholders adopt the Merger Agreement. If the Merger is consummated, the Company’s securities will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended, as promptly as practicable after the Merger is consummated.
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the Company’s Class A Common Stock and Class B Common Stock (collectively, the “Common Shares”) (including any Common Shares to the extent issued in accordance with the terms of the Merger Agreement and the Company’s Convertible Notes Indenture, but excluding (i) Common Shares held by the Company as treasury shares or owned by Parent, Merger Sub, or any other subsidiary of Parent immediately prior to the Effective Time and (ii) shares subject to valid claims for statutory appraisal) issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive $113.00 in cash, without interest (the “Merger Consideration”). The Merger Agreement provides also for the holders of vested and unvested restricted stock units and vested and unvested stock options to receive the Merger Consideration less the exercise price of such stock options, subject to the terms and conditions set forth in the Merger Agreement.
The Company and Parent have each made customary representations, warranties and covenants in the Merger Agreement. Subject to certain exceptions, the Company has agreed, among other things, to covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and closing of the Merger. In addition, subject to certain exceptions, the Company has agreed to covenants relating to (i) the submission of the Merger Agreement to the Company’s stockholders at a meeting thereof for approval (the “Company Stockholders Meeting”) and (ii) recommendation by the board of directors of the Company (the “Board”) in favor of the adoption by the Company’s stockholders of the Merger Agreement.
The Company is subject to customary “no-shop” restrictions on the Company’s ability to solicit alternative acquisition proposals, to furnish information to, and participate in discussions or negotiations with, third parties regarding any alternative acquisition proposals, subject to a customary “fiduciary out” provision that allows the Company, under certain specified circumstances, to furnish information to, and participate in discussions or negotiations with, third parties with respect to an alternative acquisition proposal if the Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such alternative acquisition proposal either (i) constitutes a superior proposal or (ii) would reasonably be expected to lead to a superior proposal, and that failure to engage in negotiations or discussions with such third parties would be inconsistent with its fiduciary duties.
The Merger Agreement contains certain customary termination rights for the Company and Parent. Parent and the Company may agree to terminate the Merger Agreement by mutual written consent. Either the Company or Parent may terminate the Merger Agreement if (i) the Merger has not been consummated on or before October 30, 2025 (the “End Date”) or, if the Closing has not occurred by the End Date solely due to a failure to obtain required regulatory approvals, April 30, 2026 (the “Extended End Date”), (ii) any applicable law or final, irreversible and non-appealable order that permanently prohibits, renders illegal, or enjoins the Merger is issued by any government authority of competent jurisdiction, (iii) stockholder approval is not obtained at the Company Stockholders Meeting at which a vote on the adoption of the Merger Agreement is held, or (iv) the other party breaches any representation, warranty or covenant that results in the failure of the related closing condition to be satisfied, subject to a cure period in certain circumstances. In addition, the Company may, under certain circumstances, terminate the Merger Agreement in order for the Company to enter concurrently into a definitive written agreement with respect to an unsolicited superior acquisition proposal, subject to the Company’s having first complied with its obligations under the “no-shop” provisions, including Parent’s matching rights and payment of the Company Termination Fee (as defined below) to Parent, as set forth in the Merger Agreement. In addition, Parent may, under certain circumstances, terminate the Merger Agreement if the Board changes or adversely modifies its recommendation that the Company’s stockholders vote in favor of adopting the Merger Agreement.
The Company is required to pay to Parent a one-time fee equal to $372 million (the “Company Termination Fee”) if the Merger Agreement is terminated (i) by the Company in order for the Company to enter into a definitive written agreement with respect to an unsolicited superior acquisition proposal, (ii) by Parent because the Board changes or adversely modifies its recommendation that the Company’s stockholders vote in favor of adopting the Merger Agreement, or (iii) prior to the receipt of approval by the Company’s stockholders, by (a) either party due to failure to close by the End Date (or the Extended End Date, as applicable) or failure to obtain approval by the Company’s stockholders or (b) Parent in connection with the Company’s breaching its representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied (subject to a cure period in certain circumstances), but only if, in the case of this clause (iii), an alternative acquisition proposal were publicly announced (or solely in the case of clause (b) made to the Board) after the date of the Merger Agreement and prior to the Company’s Stockholders Meeting, and not withdrawn, and, within 12 months after termination of the Merger Agreement, a definitive agreement for the alternative acquisition proposal is entered into or consummated.
Parent is required to pay to the Company a one-time fee equal to $638 million (the “Parent Termination Fee”) if the Merger Agreement is terminated by the Company or Parent (i) due to failure to close by the End Date (or the Extended End Date, as applicable) or (ii) any applicable law or final, irreversible non-appealable order that permanently prohibits, renders illegal or enjoins the Merger is issued by any government authority of competent jurisdiction, and at such time, the only conditions to the closing not satisfied are (a) receipt of the required regulatory approvals, or (b) only in the case of clause (ii), the absence of any order or law issued by any governmental authority of competent jurisdiction prohibiting, rendering illegal or enjoining the consummation of the Merger, solely related to competition and foreign direct investment laws.
The completion of the Merger is subject to customary closing conditions, including, among others, approval of the Merger under certain applicable antitrust and foreign investment regulations and the adoption of the Merger Agreement by the Company’s stockholders. The Company anticipates that the Merger will close in the second half of 2025.
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this quarterly report and with our audited consolidated financial statements (and notes thereto) for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties, and other factors, which may be beyond our control, and which may cause our actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential,” and other similar words and expressions of the future.
There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to:
The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. For additional risks which could adversely impact our business and financial performance please see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 22, 2024, and other information appearing elsewhere in our Annual Report on Form 10-K, this report on Form 10-Q and our other filings with the SEC.
All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by reference into this report. We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, beliefs, and projections in good faith, and we believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs, or projections will result or be achieved or accomplished.
Important Information and Where to Find It
This communication relates to a proposed transaction between Altair and Siemens Industry Software Inc. (“Parent”) involving the merger of Altair 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 the 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.
22
Overview
We are a global leader in computational intelligence and we provide software and cloud solutions in simulation, high-performance computing (HPC), data analytics, and AI. We enable 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.
In April 2024, we acquired Cambridge Semantics, a modern data fabric provider and creator of the industry’s leading analytical graph database. Cambridge Semantics’ technologies will be integrated into the Altair RapidMiner platform.
In April 2024, we acquired Research in Flight, maker of FlightStream, which provides computational fluid dynamics (CFD) software with a large footprint in the aerospace and defense sector and a growing presence in marine, energy, turbomachinery, and automotive applications. The technology will be integrated into the Altair HyperWorks design and simulation platform.
In July 2024, we acquired Metrics Design Automation Inc. (“Metrics”), a Canadian company with a simulation as a service (SaaS) business model for semiconductor electronic functional simulation and design verification. The Metrics digital simulator, Dsim, will be available through Altair One, Altair’s cloud innovation gateway, where it will also be available for desktop download.
In August 2024, we acquired KSK Analytics, a Japanese firm that offers strategic consulting and training in AI and data analytics. KSK has been a reseller of the Altair RapidMiner platform for data analytics and AI.
Settlement of 2024 Notes
In June 2024, we settled the remaining balance of our convertible senior notes which matured on June 1, 2024 (the “2024 Notes”) by paying cash for the principal amount of $81.7 million and issuing 796,817 shares of our Class A common stock, with a fair value of $70.8 million.
Factors Affecting our Performance
We believe that our future success will depend on many factors, including those described below. While these areas present significant opportunity, they also present risks that we must manage to achieve successful results. If we are unable to address these challenges, our business, operating results and prospects could be harmed. Please see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Seasonality and quarterly results
Our billings have historically been highest in the first and fourth quarters of any calendar year and may vary in future quarters. The timing of recording billings and the corresponding effect on our cash flows may vary due to the seasonality of the purchasing and payment patterns of our customers. In addition, the timing of the recognition of revenue, the amount and timing of operating expenses, including employee compensation, sales and marketing activities, and capital expenditures, may vary from quarter-to-quarter which may cause our reported results to fluctuate significantly. In addition, we may choose to grow our business for the long-term rather than to optimize for profitability or cash flows for a particular shorter-term period. This seasonality or the occurrence of any of the factors above may cause our results of operations to vary and our financial statements may not fully reflect the underlying performance of our business.
Integration of recent acquisitions
We believe that our recent acquisitions result in certain benefits, including expanding our portfolio of software and products and enabling us to better serve our customers’ requests for data analytics and simulation technology. However, to realize some of these anticipated benefits, the acquired businesses must be successfully integrated. The success of these acquisitions will depend in part on our ability to realize these anticipated benefits. We may fail to realize the anticipated benefits of these acquisitions for a variety of reasons.
23
Foreign currency fluctuations
Because of our substantial international operations, we are exposed to foreign currency risks that arise from our normal business operations, including in connection with our transactions that are denominated in foreign currencies, including the Euro, British Pound Sterling, Indian Rupee, Japanese Yen, and Chinese Yuan. To identify changes in our underlying business without regard to the impact of currency fluctuations, we evaluate certain of our operating results both on an as reported basis, as well as on a constant currency basis. For the remainder of our current fiscal year, we anticipate that our revenues and profit may be impacted by changes in foreign currency rates.
Business Segments
We have identified two reportable segments: Software and Client Engineering Services:
Our other businesses which do not meet the criteria to be separate reportable segments are combined and reported as “Other” which represents innovative services and products, including Toggled, our LED lighting business. Toggled is focused on developing and selling next-generation solid state lighting technology along with communication and control protocols based on our intellectual property for the direct replacement of fluorescent light tubes with LED lamps.
For additional information about our reportable segments and other businesses, see Note 13 in the Notes to consolidated financial statements in Item 1, Part I of this Quarterly Report on Form 10-Q.
Results of operations
Comparison of the three and nine months ended September 30, 2024 and 2023
The following table sets forth the results of operations and the period-over-period percentage change in certain financial data for the three and nine months ended September 30, 2024 and 2023:
Increase / (decrease)
(in thousands, except %'s)
Revenue:
(14
Cost of revenue:
(9
(11
(1
2
1
NM
(62
(2
469
111
(16
Other financial information:
Billings(1)
139,848
124,389
448,464
435,671
Adjusted EBITDA(2)
66
Free cash flow(3)
106,815
97,774
NM Not meaningful.
25
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.
Three months ended September 30, 2024 and 2023
Period-to-period change
Software revenue
19,595
As a percent of consolidated revenue
89
Software revenue increased 16% in reported and constant currency, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase was driven by growth in software license revenue primarily by new business and strong retention and expansions within existing accounts, with particular strength in the aerospace & defense vertical.
(2,148
The 14% decrease in engineering services and other revenue for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, was primarily due to lower customer demand for client engineering services during the period.
Cost of software revenue
2,068
As a percent of software revenue
Cost of software revenue increased $2.1 million, or 12%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase was primarily due to an increase in employee compensation and related expense for the period.
Cost of engineering services and other revenue
(1,139
As a percent of engineering services and other revenue
87
83
Cost of engineering services and other revenue decreased 9% for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease was primarily due to a decrease in employee compensation and related expense for the period.
26
16,518
80
78
Gross profit increased by $16.5 million, or 16%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. This increase in gross profit was primarily attributable to the increase in software revenue.
Operating expenses
Operating expenses, as discussed below, support all the products and services that we provide to our customers and, as a result, they are reported and discussed in the aggregate.
4,513
Research and development expenses increased by $4.5 million, or 9%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. Employee compensation and related expense increased $5.0 million, primarily due to increased headcount and compensation increases, and cloud hosting and software maintenance expense increased $0.8 million for the three months ended September 30, 2024. These increases were partially offset by a decrease in stock-based compensation expense of $1.4 million.
1,490
30
Sales and marketing expenses increased by $1.5 million, or 3%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. Employee compensation and related expense increased $2.9 million for the three months ended September 30, 2024, primarily due to annual compensation increases and increased headcount. This increase was partially offset by a decrease in stock-based compensation expense of $1.8 million.
282
General and administrative expenses increased by $0.3 million, or 2%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. Employee compensation and related expense increased $0.7 million and stock-based compensation increased $0.4 million for the three months ended September 30, 2024. These increases were partially offset by a decrease in professional fees of $0.9 million.
1,542
27
Amortization of intangible assets increased $1.5 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. Amortization expense increased primarily as a result of recent acquisitions.
Other operating income, net
(1,739
(3
Other operating income, net decreased $1.7 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. We recognized $2.4 million of grant income for the three months ended September 30 2024. We recognized a $3.5 million gain on the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition and $0.8 million of grant income for the three months ended September 30, 2023. We did not have a mark-to-market adjustment for the three months ended September 30, 2024.
(212
Interest expense decreased for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, as a result of the settlement of the 2024 Notes in June.
8,868
(7
Other income, net increased $8.9 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. Other income, net for the three months ended September 30, 2024, includes $5.9 million of interest income and $4.9 million in net foreign currency gains. Other income, net for the three months ended September 30, 2023, includes $4.8 million of interest income and $2.9 million in net foreign currency losses.
9,891
The effective tax rate was 65% and 60% for the three months ended September 30, 2024 and 2023, respectively. The tax rate is affected by our status as a U.S. resident taxpayer, the tax rates in the U.S. and other jurisdictions in which we operate, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no benefit or expense is recognized due to a valuation allowance. Our effective tax rate for the three months ended September 30, 2024 and 2023 also includes net discrete benefit of $0.2 million and $4.4 million, respectively, primarily related to changes in tax laws, withholding taxes on royalties, changes in reserves, changes in accruals for unremitted earnings and other adjustments.
6,141
Net income was $1.8 million for the three months ended September 30, 2024, compared to a net loss of $4.4 million for the three months ended September 30, 2023. The net income for the three months ended September 30, 2024, was a result of the increase in gross profit and the increase in interest income, partially offset by an increase in operating expenses and income tax expense as compared to the three months ended September 30, 2023.
28
Nine months ended September 30, 2024 and 2023
38,483
Software revenue increased 10%, or 11% in constant currency, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase was driven by growth in software license revenue primarily by new business and strong retention and expansions within existing accounts, with particular strength in the aerospace & defense vertical.
Engineering services and other revenue
(6,524
The 14% decrease in engineering services and other revenue for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, was primarily due to lower customer demand for engineering services during the period.
3,205
Cost of software revenue increased $3.2 million, or 6%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. Employee compensation and related expense, travel costs, and royalty expense increased $5.5 million, $0.6 million and $0.4 million, respectively, for the nine months ended September 30, 2024. These increases were partially offset by decreases in hardware costs and stock-based compensation expense of $2.0 million and $1.6 million, respectively.
(4,399
85
Cost of engineering services and other revenue decreased 11% for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. Employee compensation and related expense, product costs, and facilities costs decreased $2.1 million, $1.0 million and $1.0 million, respectively, for the nine months ended September 30, 2024.
33,153
Gross profit increased by $33.2 million, or 10%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. This increase in gross profit was primarily attributable to the increase in software revenue.
29
3,888
Research and development expenses increased by $3.9 million, or 2%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. Employee compensation and related expense increased $9.5 million, primarily due to compensation increases and increased headcount. We also had increases in cloud hosting and software maintenance expense and facilities costs of $0.8 million and $0.5 million, respectively, for the nine months ended September 30, 2024. These increases were partially offset by a decrease in stock-based compensation of $7.2 million.
3,925
Sales and marketing expenses increased by $3.9 million, or 3%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. Employee compensation and related expense increased $9.6 million, primarily due to annual compensation increases and increased headcount, travel costs increased $0.8 million, and facilities costs increased $0.6 million for the nine months ended September 30, 2024. These increases were partially offset by a decrease in stock-based compensation expense of $7.4 million.
764
General and administrative expenses increased by $0.8 million, or 1%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. Employee compensation and related expense increased $0.6 million and stock-based compensation expense increased $0.4 million for the nine months ended September 30, 2024. These increases were partially offset by a decrease in professional fees of $0.4 million.
1,170
Amortization of intangible assets increased by $1.2 million, or 5%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. Amortization expense increased primarily as a result of recent acquisitions.
5,661
0
Other operating (income) expense, net was $4.3 million of income for the nine months ended September 30, 2024, compared to $1.3 million of expense for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, we recognized $4.1 million of grant income, $0.6 million of royalty income and a $0.2 million loss on the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition. For the nine months ended September 30, 2023, we recognized a $4.5 million loss on the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, $3.3 million of grant income and $0.1 million of royalty income.
(86
Interest expense remained consistent for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.
10,767
(4
Other income, net increased $10.8 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. Other income, net for the nine months ended September 30, 2024, includes $17.5 million of interest income and $2.9 million in net foreign currency gains. Other income, net for the nine months ended September 30, 2023, includes $11.7 million of interest income and $2.0 million in net foreign currency losses.
Income tax expense
(1,860
The effective tax rate was 42% and -66% for the nine months ended September 30, 2024 and 2023, respectively. The tax rate is affected by our status as a U.S. resident taxpayer, the tax rates in the U.S. and other jurisdictions in which we operate, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no benefit or expense is recognized due to a valuation allowance. Our effective tax rate for the nine months ended September 30, 2024 and 2023 also includes net discrete benefit of $0.5 million and expense of $7.2 million, respectively, primarily related to changes in tax laws, withholding taxes on royalties, changes in reserves, changes in accruals for unremitted earnings and other adjustments.
41,780
Net income was $13.2 million for the nine months ended September 30, 2024, compared to a net loss of $28.6 million for the nine months ended September 30, 2023. Net income for the nine months ended September 30, 2024, was a result of the increase in gross profit, the decrease in the loss on the mark-to-market adjustment of contingent consideration, and the increase in interest income as compared to the nine months ended September 30, 2023.
Non-GAAP financial measures
We monitor the following key non-GAAP (United States generally accepted accounting principles) financial and operating metrics to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. In analyzing and planning for our business, we supplement our use of GAAP financial measures with non-GAAP financial measures, including Billings as a liquidity measure, Adjusted EBITDA as a performance measure and Free Cash Flow as a liquidity measure.
31
Other financial data:
Billings
Free Cash Flow
Billings. Billings consists of our total revenue plus the change in our deferred revenue, excluding deferred revenue from acquisitions during the period. Given that we generally bill our customers at the time of sale, but typically recognize a portion of the related revenue ratably over time, management believes that Billings is a meaningful way to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers.
Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) adjusted for income tax expense (benefit), interest expense, interest income and other, depreciation and amortization, stock-based compensation expense, asset impairment charges and other special items as determined by management. Our management team believes that Adjusted EBITDA is a meaningful measure of performance as it is commonly utilized by management and the investment community to analyze operating performance in our industry.
Free Cash Flow. Free Cash Flow is a non-GAAP measure that we calculate as cash flow provided by operating activities less capital expenditures. Management believes that Free Cash Flow is useful in analyzing our ability to service and repay debt, when applicable, and return value directly to stockholders.
These non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our GAAP results and the accompanying reconciliations to corresponding GAAP financial measures included in the tables below, may provide a more complete understanding of factors and trends affecting our business. These non-GAAP financial measures should not be relied upon to the exclusion of GAAP financial measures and are by definition an incomplete understanding of the Company and must be considered in conjunction with GAAP measures.
We believe that the non-GAAP measures disclosed herein are only useful as an additional tool to help management and investors make informed decisions about our financial and operating performance and liquidity. By definition, non-GAAP measures do not give a full understanding of the Company. To be truly valuable, they must be used in conjunction with the comparable GAAP measures. In addition, non-GAAP financial measures are not standardized. It may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our consolidated financial statements and the notes thereto in their entirety and not to rely on any single financial measure.
Reconciliation of non-GAAP financial measures
The following tables provides reconciliations of revenue to Billings, net loss to Adjusted EBITDA, and net cash provided by operating activities to Free Cash Flow:
Ending deferred revenue
140,835
138,933
Beginning deferred revenue
(152,184
(148,547
(163,703
(144,460
Deferred revenue acquired
(253
(1,825
32
11,563
9,783
(9,660
(5,481
(20,144
(7,480
Free cash flow
Recurring software license rate
A key factor to our success is our recurring software license rate, which we measure through Billings, primarily derived from annual renewals of our existing subscription customer agreements. The recurring software license rate is intended to convey the percentage of software billings that are recurring in nature. Recurring license streams allow us to create more consistent, predictable cash flows and drive greater long-term customer value. We believe the recurring software license rate is a key factor to our success and we monitor this measure to ensure our go-to-market strategy is driving long-term success of our business.
We calculate our recurring software license rate for a particular period by dividing (i) the sum of software term-based license Billings, software license maintenance Billings, and 20% of software perpetual license Billings which we believe approximates maintenance as an element of the arrangement by (ii) the total software license Billings including all term-based subscriptions, maintenance, and perpetual license billings from all customers for that period. The recurring software license rate was 92% and 94%, respectively, for the nine months ended September 30, 2024 and 2023. The recurring software license rate may vary from period to period.
Liquidity and capital resources
As of September 30, 2024, our principal sources of liquidity were $513.4 million in cash and cash equivalents and $200.0 million availability on our credit facility. We have outstanding debt in the form of our 2027 convertible notes (“2027 Notes”) with a $230.0 million principal amount as of September 30, 2024.
During the period ended September 30, 2024, the conditions allowing holders of the 2027 Notes to convert were not met. Therefore, the 2027 Notes were classified as long-term debt on the consolidated balance sheet as of September 30, 2024. We have the ability to settle the 2027 Notes in cash, shares of our common stock, or a combination of cash and shares of our common stock at our own election.
As of September 30, 2024, approximately $49.1 million remained available for repurchase under our stock repurchase program.
We continue to evaluate possible acquisitions and other strategic transactions designed to expand our business. As a result, our expected uses of cash could change, our cash position could be reduced, or we may incur additional debt obligations to the extent we complete additional acquisitions or strategic transactions.
Our existing cash and cash equivalents may fluctuate during fiscal 2024 due to changes in our planned cash expenditures, including changes in incremental costs such as direct costs and integration costs related to acquisitions. Cash from operations could also be affected by various risks and uncertainties, including but not limited to, the effects of geopolitical events. It is possible that certain customers may unilaterally decide to extend payments on accounts receivable, however our customer base is comprised primarily of larger organizations with typically strong liquidity and capital resources.
We believe that our existing cash balances, together with funds generated from operations and amounts available under our credit facility, will be sufficient to finance our operations and meet our foreseeable cash requirements for the next twelve months. We also believe that our financial resources, along with managing discretionary expenses, will allow us to manage our business operations for the foreseeable future and withstand geopolitical events, which could include reductions in revenue and delays in payments from customers and partners. We will continue to evaluate our financial position as developments evolve.
As of September 30, 2024, there were no outstanding borrowings under our 2019 Amended Credit Agreement and there was $200.0 million available for future borrowing. The 2019 Amended Credit Agreement is available for general corporate purposes, including working capital, capital expenditures and permitted acquisitions.
For additional information about the 2019 Amended Credit Agreement, refer to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on February 22, 2024.
Cash flows
As of September 30, 2024, we had cash and cash equivalents of $513.4 million available for working capital purposes, acquisitions, and capital expenditures; $368.0 million of this amount was held in the United States and $138.0 million was held in the APAC and EMEA regions with the remainder held in Canada, Mexico, and South America.
Other than statutory limitations, there are no significant restrictions on the ability of our subsidiaries to pay dividends or make other distributions to Altair. Based on our current liquidity needs and repatriation strategies, we expect that we can manage our global liquidity needs without material adverse tax implications.
The following table summarizes our cash flows for the periods indicated:
Net cash provided by operating activities for the nine months ended September 30, 2024, was $116.6 million, which reflects an increase of $10.9 million compared to the nine months ended September 30, 2023. This increase was primarily the result of improvements in our operating results, partially offset by changes to our working capital position for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.
Net cash used in investing activities for the nine months ended September 30, 2024, was $40.4 million, which reflects an increase of $26.8 million compared to the nine months ended September 30, 2023. For the nine months ended September 30, 2024, we paid $30.6 million related to business acquisitions and investments, and we had $9.7 million of capital expenditures.
Net cash used in financing activities for the nine months ended September 30, 2024, was $30.9 million, compared to net cash provided by financing activities for the nine months ended September 30, 2023, of $25.0 million. For the nine months ended September 30, 2024, we paid $81.7 million for the settlement of the remaining balance of our 2024 convertible notes and we received proceeds of $43.7 million from the exercise of common stock options. For the nine months ended September 30, 2023, we received proceeds of $25.5 million from the exercise of common stock options and made payments of $6.3 million for the repurchase of our Class A common stock.
There was a favorable effect of exchange rate changes on cash, cash equivalents and restricted cash of $0.6 million for the nine months ended September 30, 2024, compared to an adverse effect of exchange rate changes on cash, cash equivalents and restricted cash of $2.6 million for the nine months ended September 30, 2023.
Commitments
We settled the remaining balance of our 2024 convertible senior notes during the nine months ended September 30, 2024. There were no other material changes in our commitments as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
Recently issued accounting pronouncements
See Note 2 in the Notes to consolidated financial statements in Item 1, Part I of this Quarterly Report on Form 10-Q for a full description of the recent accounting pronouncements and our expectation of their impact, if any, on our results of operations and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain global market risks, including foreign currency exchange risk and interest rate risk associated with our revolving credit facility.
Foreign Currency Risk
As a result of our substantial international operations, we are exposed to foreign currency risks that arise from our normal business operations, including in connection with our transactions that are denominated in foreign currencies. In addition, we translate sales and financial results denominated in foreign currencies into United States dollars for purposes of our consolidated financial statements. As a result, appreciation of the United States dollar against these foreign currencies generally will have a negative impact on our reported revenue and operating income while depreciation of the United States dollar against these foreign currencies will generally have a positive effect on reported revenue and operating income.
As of September 30, 2024, we do not have any foreign currency hedging contracts. Based on our current international operations, we do not plan on engaging in hedging activities in the near future.
Market Risk and Market Interest Risk
In June 2022, we issued $230.0 million aggregate principal amount of 1.750% convertible senior notes due in 2027. The 2027 Notes have fixed annual interest rates at 1.750% and, therefore, we do not have economic interest rate exposure on our 2027 Notes. However, the value of the 2027 Notes is exposed to interest rate risk. Generally, the fair market value of our fixed interest rate 2027 Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of the 2027 Notes is affected by our stock price. The fair value of the 2027 Notes will generally increase as our Class A common stock price increases in value and will generally decrease as our Class A common stock price declines in value. We carry the 2027 Notes at face value less unamortized issuance costs on our balance sheet, and we present the fair value for required disclosure purposes only.
As of September 30, 2024, we had cash, cash equivalents and restricted cash of $513.4 million, consisting primarily of bank deposits and money market funds. As of September 30, 2024, we had no outstanding borrowings under our 2019 Amended Credit Agreement. Such interest-bearing instruments carry a degree of interest rate risk; however, historical fluctuations of interest expense have not been significant.
Interest rate risk relates to the gain/increase or loss/decrease we could incur on our debt balances and interest expense associated with changes in interest rates. Changes in interest rates would impact the amount of interest income we realize on our invested cash balances. It is our policy not to enter into derivative instruments for speculative purposes, and therefore, we hold no derivative instruments for trading purposes.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in periodic reports filed with the SEC under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13(a)-15(e) under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2024.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Other legal proceedings
From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business. We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish and enforce our proprietary rights. The results of any current or future litigation cannot be predicted with certainty and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
Risks Associated with the Proposed Transaction with Siemens
The proposed transaction with Siemens may be delayed or not occur at all for a variety of reasons, including that the Merger Agreement is terminated, and the failure to complete the Merger could adversely affect our business, results of operations, financial condition, and the market price of our common stock.
On October 30, 2024, we entered into an agreement and plan of merger (the “Merger Agreement”) with Siemens Industry Software Inc. (“Parent”) and Astra Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with Altair surviving the Merger as a wholly owned subsidiary of Parent. Completion of the Merger is subject to customary closing conditions, including (i) the approval of the our stockholders holding a majority of the voting power of the outstanding Common Shares entitled to vote on the adoption of the Merger Agreement, voting together as a single class, (ii) the absence of any order or law issued by any governmental authority of competent jurisdiction prohibiting, rendering illegal or enjoining the consummation of the Merger, (iii) the expiration or termination of any waiting period (and any extensions thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any commitment to, or agreement with, any governmental authority to delay or not consummate the Merger, and (iv) the receipt of all required consents, approvals, notifications or filings from or to any governmental authority under the antitrust and foreign investment laws of certain other jurisdictions. There can be no assurance that all required approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required approvals are obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such approvals or that the pending Merger will be completed in a timely manner or at all. Therefore, there can be no assurance that the Merger will be completed in the expected timeframe, or at all.
The Merger Agreement may be terminated under certain circumstances, including that either party may terminate if the Merger is not completed by October 30, 2025, which may be extended to April 30, 2026 as provided in the Merger Agreement. Upon termination of the Merger Agreement, we, under specified circumstances, including our termination of the Merger Agreement to accept and enter into a definitive agreement with respect to an unsolicited superior acquisition proposal or Parent’s termination upon the change by our Board of Directors of its recommendation that the Company stockholders vote in favor of the Merger, in each case to the extent provided in the Merger Agreement, will be required to pay Parent a termination fee of $372.0 million.
Failure to complete the Merger within the expected timeframe or at all could adversely affect our business and the market price of our common stock in a number of ways, including:
Efforts to complete the Merger could disrupt our relationships with third parties and employees, divert management’s attention, or result in negative publicity or legal proceedings, any of which could negatively impact our operating results and ongoing business.
We have expended, and will continue to expend, significant management time and resources in an effort to complete the Merger, which may have a negative impact on our ongoing business and operations. Uncertainty regarding the outcome of the Merger and our future could disrupt our business relationships with our existing and potential customers, suppliers, service providers and other business partners, who may be more cautious in their arrangements with us or attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Altair. Our employees may have concerns with respect to the Merger and uncertainty regarding the outcome of the Merger could also adversely affect our ability to recruit and retain key personnel and other employees. The pendency of the Merger may also lead to litigation against us and our directors and officers. Such litigation would be distracting to management and, may, in the future, require us to incur significant costs. Such litigation could result in the Merger being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Merger from being completed. The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, financial condition and results of operations.
The Merger Agreement contains provisions that limit our ability to pursue alternative transactions to the Merger which could discourage a potential competing acquirer from making an alternative transaction proposal.
The Merger Agreement contains provisions that make it more difficult for us to be acquired by, or enter into certain combination transactions with, a third party. The Merger Agreement contains certain provisions that restrict our ability to, among other things, solicit alternative acquisition proposals, to furnish information to, and participate in discussions or negotiations with, third parties regarding any alternative acquisition proposals, subject to certain exceptions that allow our Board to comply with their fiduciary duties. In addition, following our receipt of any alternative transaction proposal that constitutes a Superior Proposal (as defined in the Merger Agreement), Parent would have an opportunity to offer to modify the terms of the Merger Agreement before our Board may withhold, qualify or modify in a manner adverse to Parent its recommendation with respect to the Merger and before we may terminate the Merger Agreement. If the Merger Agreement is terminated by us to enter into a Superior Proposal or by Parent if our board withholds, qualifies. modifies in a manner adverse to Parent its recommendation with respect to the Merger or takes certain similar actions, we would be required to pay a termination fee of $372.0 million to Parent, as contemplated by the Merger Agreement.
These provisions could discourage a potential third-party acquirer or merger partner that might have an interest in acquiring or combining with all or a significant portion of us or pursuing an alternative transaction from considering or proposing such a transaction.
While the Merger Agreement is in effect, we are subject to restrictions on our business activities.
The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants regarding the conduct of our business during the pendency of the transactions contemplated by the Merger Agreement. These restrictions could prevent us from pursuing attractive business opportunities that may arise prior to the consummation of the Merger.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On July 11, 2024, in connection with our acquisition of Metrics Design Automation, Inc., we issued an aggregate of 35,651 shares of the Company’s Class A Common Stock, par value $0.0001 per share to the stockholders of Metrics Design Automation, Inc. and agreed to issue to the stockholders of Metrics Design Automation, Inc. up to an additional 18,190 shares of the Company’s Class A Common Stock, par value $0.0001 per share, with 9,095 shares issuable on each of July 11, 2025 and July 11, 2026, subject to potential reduction in certain circumstances. All shares are subject to customary securities law restrictions on transferability. All shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. Metric Design Automation Inc.’s stockholders provided customary representations for a private placement of securities and agreed to customary restrictions on transferability.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Item 5. Other Information
Insider Trading Arrangements and Policies
During the quarter ended September 30, 2024, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Item 6. Exhibits
No.
Description
2.1
Agreement and Plan of Merger, dated as of October 30, 2024, among Altair Engineering Inc., Siemens Industry Software Inc. and Astra Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on October 30, 2024).
10.1
Voting Agreement, dated as of October 30, 2024, by and among Siemens Industry Software Inc., Altair Engineering Inc., James R. Scapa, The James R. Scapa Declaration of Trust and the JRS Investments, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on October 30, 2024).
10.2
Deed of Guarantee, dated as of October 30, 2024, by and between Siemens AG and Altair Engineering Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on October 30, 2024).
31.1*
Certification of the Chief Executive Officer of Altair Engineering Inc. pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
31.2*
Certification of the Chief Financial Officer of Altair Engineering Inc. pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
32.1**
Certification of the Chief Executive Officer and Chief Financial Officer of Altair Engineering Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, has been formatted in Inline XBRL
* Filed herewith.
** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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 thereunto duly authorized.
Date: October 31, 2024
By:
/s/ James R. Scapa
James R. Scapa
Chief Executive Officer (Principal Executive Officer)
/s/ Matthew Brown
Matthew Brown
Chief Financial Officer (Principal Financial Officer)