Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by a 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 a 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
☐
Table of Contents
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based upon the closing sale price of a share of the
registrant’s Class A common stock on June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the NASDAQ
stock market, was $5.8 billion. Shares of the registrant’s Class A common stock and Class B common stock held by each executive officer, director, and each other person
who may be deemed to be an affiliate of the registrant, have been excluded from this computation. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.
On February 3, 2025, there were 60,401,224 shares of the registrant’s Class A common stock outstanding and 25,393,574 shares of the registrant’s Class B common stock
outstanding.
Documents Incorporated By Reference:
Portions of the registrant’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders, scheduled to be filed with the Securities and Exchange Commission
within 120 days after the end of the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Table of Contents
1
ALTAIR ENGINEERING INC.
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2024
Table of Contents
Page
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
16
Item 1B.
Unresolved Staff Comments
43
Item 1C.
Cybersecurity
43
Item 2.
Properties
45
Item 3.
Legal Proceedings
45
Item 4.
Mine Safety Disclosures
45
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
46
Item 6.
Reserved.
47
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
48
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
64
Item 8.
Financial Statements and Supplementary Data
65
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
65
Item 9A.
Controls and Procedures
65
Item 9B.
Other Information
65
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
65
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
67
Item 11.
Executive Compensation
67
Item 12.
Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters
67
Item 13.
Certain Relationships and Related Transactions, and Director Independence
67
Item 14.
Principal Accounting Fees and Services
67
PART IV
Item 15.
Exhibits and Financial Statement Schedules
67
Item 16.
Form 10-K Summary
109
Table of Contents
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K 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:
•
adverse effects on our business and financial condition that may result if we fail to complete the pending transaction with Siemens Industry
Software Inc. ("Siemens Industry");
•
business uncertainties and contractual restrictions on our operations while the proposed transaction with Siemens Industry is pending;
•
the negative impact of stockholder litigation on our business, operating results and financial condition;
•
adverse effects on our results of operations as a result of the substantial costs and management resources required in connection with the
pending transaction with Siemens Industry;
•
our ability to retain current employees or hire prospective employees experiencing uncertainty about their future with us as a result of the
pending transaction with Siemens Industry;
•
our ability and the time it takes to acquire new customers;
•
reduced spending on product design and development activities by our customers;
•
our ability to successfully renew our outstanding software licenses;
•
our ability to maintain or protect our intellectual property;
•
our ability to retain key executive members;
•
our ability to internally develop new software products, inventions and intellectual property;
•
our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments;
•
demand for our software by customers other than simulation engineering specialists and in additional industry verticals;
•
acceptance of our enhanced business model by customers and investors;
•
our susceptibility to factors affecting the automotive, aerospace, and banking, financial services, and insurance (BFSI) industries where we
derive a substantial portion of our revenues;
•
the accuracy of our estimates regarding expenses and capital requirements;
•
our susceptibility to foreign currency risks and fluctuations that arise because of our substantial international operations;
•
the significant quarterly fluctuations of our results; and
•
the uncertain effect of cyberattacks, data security incidents, or future pandemics or events on our business, operating results and financial
condition, including disruption to our customers, our employees, the global economy and financial markets, including potential tariff
disruptions.
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. Please see “Risk factors” in this
Annual Report on Form 10-K under Part I, Item 1A, for additional risks which could adversely impact our business and financial performance.
Table of Contents
3
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.
Table of Contents
4
PART I
Item 1. Business
General
Altair Engineering Inc. (“Altair,” the “Company,” “we,” “us” or “our”) is a global leader in computational intelligence that provides software and cloud
solutions in simulation, high-performance computing ("HPC"), data analytics, and artificial intelligence ("AI"). Altair enables organizations across all
industries to compete more effectively and drive smarter decisions in an increasingly connected world - all while creating a greener, more sustainable
future.
Throughout this document we refer to AI as a term to encompass sub-disciplines including data analytics, data science, data preparation, and machine
learning ("ML"). Altair has been incorporating AI technologies into our products for several years and we believe the evolving broad use of the term is
appropriate for our product offerings, customer applications, and market opportunities.
Our simulation and AI-driven approach to innovation is powered by our broad portfolio of high-fidelity and high-performance physics solvers, our market
leading technology for optimization and HPC, and our end-to-end platform for developing AI and digital twin solutions. Our integrated suite of software
optimizes design performance across multiple disciplines encompassing structures, motion, fluids, thermal, electromagnetics, system modeling, and
embedded systems, while also providing AI solutions and true-to-life visualization and rendering. Our HPC solutions maximize the efficient utilization of
complex compute resources and streamline the workflow management of compute-intensive tasks for applications including AI, modeling and simulation,
and visualization. Our data analytics, AI, and Internet of Things ("IoT") products include data preparation, data science, MLOps, orchestration, and
visualization solutions that fuel engineering, scientific, and business decisions.
We believe a critical component of our success has been our company culture, based on our core values of innovation, envisioning the future,
communicating honestly and broadly, seeking technology and business firsts, and embracing diversity and risk-taking. This culture is important because it
helps attract and retain top talent, encourages innovation and teamwork, and enhances our focus on achieving Altair’s corporate objectives.
Pending Merger with Siemens Industry
On October 30, 2024, Altair entered into an agreement and plan of merger (the “Merger Agreement”) with Siemens Industry and Astra Merger Sub Inc., a
wholly owned subsidiary of Siemens Industry (“Merger Sub”), pursuant to which Merger Sub will merge with and into Altair (the “Merger”), with Altair
surviving the Merger as a wholly owned subsidiary of Siemens Industry. 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 our Class 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 Indenture (as
defined below), but excluding (i) Common Shares held by the Company as treasury shares or owned by Siemens Industry, Merger Sub, or any other
subsidiary of Siemens Industry immediately prior to the Effective Time and (ii) Common Shares with respect to which appraisal rights are validly and
properly demanded and not withdrawn or lost under Section 262 of the Delaware General Corporation Law) 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.
Our Board of Directors unanimously approved the Merger Agreement. On January 22, 2025, Altair's stockholders adopted the Merger Agreement at a
special meeting of stockholders. The completion of the Merger remains subject to certain customary closing conditions, including among others, (i) 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 and (ii) 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 jurisdictions. Altair now anticipates that the Merger may close in the first half of 2025.
The descriptions of the Merger Agreement and the transactions contemplated thereby contained in this Annual Report on Form 10-K are summaries only
and are qualified in their entirety by reference to the full text of the Merger Agreement. We filed a copy of the Merger Agreement as Exhibit 2.1 to our
Current Report on Form 8-K filed with the SEC on October 30, 2024, and provided a description of the Merger Agreement in that Current Report and in
our Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 18, 2024, as supplemented by our Current Report on Form 8-K filed
with the SEC on January 16, 2025 (the "Proxy Statement").
Table of Contents
5
Products
Rising expectations of end-market customers are expanding the use of advanced simulation, data analytics, and AI across many industry verticals. Altair’s
forty-year heritage is in solving some of the most challenging problems faced by engineers and scientists. We help companies use digital twins, intelligent
models, and the convergence of simulation, HPC, and AI to predict and optimize system outcomes.
Altair is a leading provider of design and simulation software enabling customers to enhance product performance, compress development time, and reduce
costs. We believe we are unique in the industry for the depth and breadth of our engineering application software offerings combined with our domain
expertise and proprietary technology for harnessing HPC, cloud infrastructures, and AI technology.
Our high-performance and cloud computing workload and workflow tools empower customers to explore designs and analyze data in ways not possible in
traditional computing environments. Our customers include universities, government agencies, manufacturers, pharmaceutical firms, BFSI companies,
weather prediction agencies, and electronics design companies.
We are a leading provider of AI technology for data preparation, data science, MLOps, data management, and visualization. BFSI customers as well as
finance and engineering departments in various industries including manufacturing, retail, and life sciences use our software to capture disparate data
streams and apply analytics to make more informed business decisions.
Software Products
Altair’s software products represent a comprehensive, open architecture solution for computational science and AI to empower decision making for
improved product design and development, manufacturing, energy management and exploration, financial services, health care, and retail operations. We
believe Altair’s solutions are compelling due to their openness and usability.
Altair’s products offer a comprehensive set of technologies to design and optimize high performance, efficient, innovative, and sustainable products and
processes in an increasingly connected world. Our products are categorized by:
•
Physics Simulation and Concept Design
•
High Performance and Cloud Computing
•
Data Analytics, AI, IoT, and Smart Product Development
Altair and Altair partner applications are also available through Altair One, our modern, secure, cloud innovation gateway, to download software, execute
interactive applications or batch compute intensive jobs. Altair One also enables users to easily create and access compute clusters on the fly, manage files
and data between the cloud and on-prem storage, and develop web applications.
Physics Simulation and Concept Design
Altair’s design, modeling, and visualization tools allow for advanced physics attributes to be modeled and rendered on top of object geometry in high
fidelity. These tools are becoming more integrated, user friendly, design-centric and relevant earlier in the development process.
Our industrial and concept design tools generate early concepts to address requirements for ergonomics, aesthetics, performance, manufacturing feasibility,
and cost. These tools are all driven by simulation and machine learning algorithms. We believe these products are emerging as a market force with the
potential to eclipse traditional computer-aided design (CAD) in both the mechanical and electronics worlds.
At the core of Altair’s simulation software portfolios are mathematical software “solvers” that use advanced computational algorithms to predict physical
performance. Optimization leverages these solvers to derive the most efficient solutions to meet desired complex multi-objective requirements.
Altair’s solvers are a comprehensive set of fast, scalable and reliable physics algorithms for complex problems in linear and non-linear mechanics, fluid
dynamics, electromagnetics, motion, discrete elements, systems and manufacturing simulation. We invest continuously to improve the speed and accuracy
of our solvers by leveraging the latest mathematical techniques and computer hardware available.
Table of Contents
6
Addressing the large market of designers, design engineers, and manufacturing engineers who are not experts in simulation is important toward increasing
the use of simulation in design processes. Altair has several technologies focused on this market, including Inspire and SimSolid for mechanical design and
Pollex for electronic systems and printed circuit board design.
We believe the breakthrough technology of SimSolid is game-changing and delivers extremely easy to model, fast, and accurate simulation results for
complex designs. SimSolid is especially relevant for simulation-driven design and seeing rapid adoption in many customer environments. We are investing
significantly in SimSolid and have released numerous new features and solution types including non-linear structural and thermal analysis. We are
increasingly targeting SimSolid to address complex simulations in the electronic systems market for printed circuit boards and semiconductors.
Altair’s optimization technology combined with superior multi-physics and multi-domain simulation is a key differentiator and spans our product offering.
We believe customers using our technologies gain a sustainable competitive advantage by developing better products in less time.
Models are increasingly required to deliver performance across a range of physics, including mechanical systems, communication and control, printed
circuit boards, and combinations of these at various levels of fidelity. Altair’s math and system design tools help engineers to quickly explore requirements
and performance throughout the design process.
We believe Altair’s solutions are compelling due to their openness and usability, and their ability to develop signal-based controls, mixed physics models,
and electronics all within one environment and at varying levels of fidelity to support decision making in each stage of a product’s lifecycle. For example,
our multi-disciplinary models may include mechanics, fluids, electronics, and software among other technical elements, and encompass a scope of products
ranging from components to IoT-enabled “systems of systems.” By employing varying degrees of fidelity, we aid the modeling process where
computational requirements or data availability might otherwise prove to be obstacles.
A key strength to Altair’s math and systems solutions is allowing development organizations to move seamlessly in this multi-discipline, multi-component,
multi-detail space while integrating models from various authoring tools. With a broad range of multi-physics solvers based on an open-system approach, a
strong set of model reduction techniques can be employed toward IoT-enabled product development, which can then be carried forward into device
management and application development.
We believe Altair’s tools for simulation of communications and control, data analytics, and real-time data streaming are particularly relevant as more
products are connected and collecting data to operate in complex environments.
High-Performance Computing
Altair’s high-performance computing software applications are designed to maximize the efficient utilization of customers’ complex compute resources
and streamline the workflow management of compute-intensive tasks. The quantity of data collected, stored, and processed is growing significantly, and
our HPC technology has evolved to support big data and input/output (IO) intensive environments with storage-aware scheduling. We support applications
such as modeling, simulation, artificial intelligence, and visualization in fields such as banking, financial services, insurance, weather prediction, bio-
informatics, electronic design analysis, product development and lifecycle management.
Altair’s high-performance tools manage and optimize where and when jobs are running and how storage is accessed and managed for customers and
research institutes. We believe that HPC is increasingly mission critical for organizations around the world. Predictive modeling and analysis are
computationally intensive and computing environments increasingly rely on a mix of on-premise and cloud resources.
Our powerful and easy to use solutions help IT administrators and business decision makers maximize throughput and minimize costs by leveraging
sophisticated scheduling algorithms. Altair’s HPC solutions are designed to enable seamless shifting of workloads from on-premise data centers to the
cloud, and between different cloud providers, depending on cost or resource availability including managing spot computing purchases. We also deliver
powerful orchestration capabilities to manage extremely large-scale workflows with complex dependency management for applications in electronic design
automation, artificial intelligence and others.
Data Analytics, AI, IoT, and Smart Product Development
Altair’s data analytics, AI, and smart product development offerings include code free and code friendly solutions for data preparation, data science,
MLOps, and visualization that fuel engineering, scientific, and business decisions, and are extensively used by banks, credit
Table of Contents
7
unions, health care, and other financial services organizations. They are also used in engineering and finance departments across many industries, including
manufacturing.
Altair’s broad range of data analytics solutions uniquely support legacy code created over the last forty years using the SAS language, while also
developing, integrating, and deploying modern code written in Python or other newer languages, and leveraging state-of-the art, open source technology,
critical for companies to remain competitive.
We have been actively integrating machine learning technologies in our broad product portfolio to capitalize on the significant momentum toward applying
AI across a substantial number of companies and in many different industries.
Our data preparation tools allow users to import, clean and organize structured and unstructured data for use in reporting and in data science applications.
Altair’s data science solutions allow users to develop machine learning workflows with market-leading decision tree technology and scoring algorithms,
and innovative approaches to AutoML, automatic feature selection, and explainable AI. Our visualization tools allow users to gain deep insights quickly
with both live-streamed and historical data.
Altair’s tools also include solutions to support smart connected product development including device enablement, data capture and management, edge
orchestration, digital twins, and application development for connected devices. Our software is used to design IoT solutions and monitor and optimize
their performance.
Going forward, we believe that development lifecycles will include digital replicas of complex processes, services and physical assets and systems, or what
is known as “digital twins,” which leverage the convergence of simulation and AI and are essential to creating better products, marketing them efficiently,
and optimizing their performance. In our view, AI technology is transforming engineering design and process development, leveraging both synthetic data
from simulations and rapidly growing databases of sensor data from field operations. Altair’s customers are using AI not only to create better products but
also to lower scrap rates, reduce warranty issues, and derive other business benefits.
Altair Partner Alliance
The Altair Partner Alliance, or APA, provides access to a broad spectrum of complementary software products using customers’ existing Altair Units. Our
units-based subscription licensing model allows flexible and shared access to our applications and those of our partners, which can all be downloaded on-
demand. This constantly growing portfolio extends their simulation and design capabilities to help create better products faster.
Software products in the APA include technologies ranging from computational fluid dynamics and fatigue to manufacturing process simulation and cost
estimation, with applications specific to industry verticals including automotive, marine, motorcycles, aerospace, chemicals, and architecture. Altair plans
to continue to add valuable third-party software solutions to empower innovation with comprehensive enterprise analytic and data analytics tools.
Software Services
To enable customer success and deepen our relationships with them, we engage with our customers to provide services related to our software including
consulting, training, and implementation services, especially when applying optimization and data science.
Implementation and custom software services are available to help customers leverage their investment in Altair’s software to streamline workflows and
solve specialized industry vertical engineering and business problems. We work closely with our clients to increase organizational efficiency and decision
making by tailoring these solutions to a client’s own environment and processes.
We believe the unique combination of our broad industry domain knowledge and software expertise has enabled Altair to enhance and replace customers’
legacy applications, integrate our software applications with client business systems, develop clean-sheet designs or custom software solutions, and
transform their product development and business processes. Software services revenues are included within Software – Maintenance and other services on
the Consolidated Statement of Operations.
Software Related Services
Altair engages with our customers to provide technical services throughout their entire product development lifecycle including design, engineering, and
development, especially when applying optimization and data analysis. Our headquarters includes an industrial design studio, a prototype shop, and test
facilities. We have expertise designing and working with controls, power electronics, traditional and
Table of Contents
8
composite structures, and total system level development in the automotive, aerospace, consumer products and other markets. Our team of data analysts is
experienced with applications ranging from credit scoring to predictive analytics of physical assets. Software related services revenues are included within
Software related services on the Consolidated Statement of Operations.
Client Engineering Services
Altair provides Client Engineering Services, or CES, to support our customers with long-term ongoing expertise. This has the benefit of embedding us
within customers, deepening our understanding of their processes, and allowing us to more quickly perceive trends in the overall market. Our presence at
our customers’ sites helps us to better tailor our software products’ research and development, or R&D, and sales initiatives.
We operate our CES business by hiring engineering talent, IT professionals and data scientists for placement at a customer site for specific customer-
directed assignments. We employ and pay them only for the duration of the placement.
We concentrate on placing simulation specialists, industrial designers, design engineers, materials experts, development engineers, manufacturing
engineers and information technology specialists. As a leader in the simulation and data science technology markets, Altair attracts high caliber talent from
around the world. CES is focused on placements that align strategically with customer usage of our software. We have a strong recruiting operation with
sourcing specialists who identify, attract, vet, and hire technical professionals for our in-house and customer needs. We maintain a robust candidate
database of highly qualified engineers, designers and data scientists.
Research and Development
Our research and development efforts are focused on enhancing the functionality, breadth, and scalability of our software, addressing new use cases, and
developing additional innovative simulation technologies. Timely development of new products is essential to maintaining our competitive position, and
we release new versions of our software on a regular basis.
Customer feedback, combined with our roadmap, enables us to deliver long-term value and stay ahead of market trends. Most product enhancements and
new capabilities added to our offerings over the years have been developed internally, with acquisitions used to augment our capabilities with strategic
technology.
Our research and development initiatives foster a culture of innovation within the organization, helping us attract and retain a highly motivated team.
Altair’s research and development team consists of approximately 1,600 people worldwide. We maintain research and development centers with specific
technical expertise in several geographies throughout the Americas, Asia-Pacific, Europe, the Middle East and Africa.
Our research and development efforts relating to our software focus on three areas:
•
Physics Simulation and Concept Design: At the core of Altair’s simulation software portfolio are mathematical software “solvers” that use
advanced computational algorithms to predict physical performance. Altair initially specialized in structural simulation, and our solvers are now
a comprehensive set of fast, scalable and reliable physics algorithms for complex problems in linear and non-linear mechanics, fluid dynamics,
electromagnetics, motion, discrete elements, systems and manufacturing simulation. Altair also invests to “couple” our solvers to simulate
multiple physics domains simultaneously and is considered a market leader in the development of optimization technology, which drives solvers
to find solutions to complex multi-objective design problems. R&D is also conducted to leverage HPC technology for these compute intensive
applications. Solver and optimization development is conducted principally by researchers with advanced degrees in engineering, physics,
computer science, and mathematics.
The graphical applications used to construct and visualize simulation models require continuous R&D in the areas of data structures,
computational methods, graphics, geometric modeling, mesh generation, and user interface design. Altair’s modeling tools are becoming more
design-centric and are adopting some of the capabilities of traditional CAD while leveraging simulation and optimization technology to drive
design decisions rather than just simulate designs. Specific areas of R&D include handling large scale models of highly detailed and complex
products, developing new methods to derive design geometry from optimizations, and unifying the modeling environment for multi-physics
simulation. Adapting modeling and visualization technology for cloud deployment is also an area of active development as is supporting virtual
and augmented reality hardware. Simulation-driven design requires tools to generate early concepts addressing requirements for ergonomics,
aesthetics,
Table of Contents
9
performance, and manufacturing feasibility. We believe these tools are emerging as an alternative to traditional CAD tools and will enable the
democratization of simulation capabilities for designers and engineers who are not simulation specialists.
Our industrial and concept design tools generate early concepts to address requirements for ergonomics, aesthetics, performance, manufacturing
feasibility, and cost. These tools are all driven by simulation and machine learning algorithms.
•
High-performance Computing: Altair’s high-performance computing software applications are designed to maximize utilization of complex
compute resources and streamline the workflow management of compute-intensive tasks for applications such as data analytics, AI, modeling
and simulation, and visualization in fields such as financial services, weather prediction, bioinformatics, electronic design analysis, product
development and lifecycle management.
Altair develops best-in-class HPC workload management technology for large scale, highly parallel job environments as well as solutions for
chip design workloads which require massive numbers of jobs to be spawned and managed for relatively short durations. We also develop
powerful orchestration capabilities to manage extremely large-scale workflows with complex dependency management for applications in
electronic design automation, artificial intelligence and other areas.
We develop solutions for both CPU and GPU architectures and support all the major computer vendors. This requires ongoing collaboration with
hardware suppliers who depend on our solutions to make their products run efficiently for customers.
Much of our more recent R&D investments allow customers to easily move and manage workflows in hybrid compute environments of on-
premise and cloud resources.
The quantity of data collected, stored and processed is growing significantly, and our HPC technology has evolved to support big data and IO
intensive environments with storage-aware scheduling. We also develop and deliver powerful orchestration capabilities to manage extremely
large-scale workflows with complex dependency management for applications in electronic design automation, artificial intelligence and others.
Altair’s HPC development teams work closely with the simulation, data analytics, AI, and IoT development teams to ensure that our overall
technology portfolio interoperates effectively and shares a common infrastructure and user experience.
•
Data Analytics, AI, IoT, and Smart Product Development: Altair’s data analytics, AI, IoT, and smart product development offerings support
business analysts with low-code solutions as well as programmers with a rich development environment including support for modern languages
like Python and traditional languages like SAS and SQL. We deliver a rich toolset for data preparation, data science, MLOps, and visualization
that fuel engineering, scientific, and business decisions. We develop solutions allowing users to develop machine learning workflows with best-
in-class decision tree technology and scoring algorithms, and innovative approaches to AutoML and explainable AI. We develop and release new
software on a regular basis to support customers with enhancements and other requested features and technologies for data preparation, data
science and visualization. In addition, we have integrated our data analytics capabilities into a modern, cloud-based solution to deliver a more
unified user experience. This solution includes important enterprise level capabilities such as security, data discovery, collaboration, and
operationalization of user developed machine learning workflows to gain deep insights quickly.
Altair’s solutions support smart connected product development including device enablement, data capture and management, edge orchestration,
digital twins, and application development for connected devices. Our software is used to design and optimize IoT devices and connectivity, and
for modeling in-service product performance. We are investing to deliver an end-to-end solution for customers developing connected products.
We believe our products operate well as a complete and integrated suite and are open such that they are designed to work seamlessly with other
IoT or data analytics solutions in a disaggregated fashion. Altair’s Toggled LED lighting subsidiary is an important learning and deployment
environment as we gain real-world experience with these technologies and share that knowledge with our customers.
Our digital twin platform supports product development for IoT through a math-based programming environment, multi-disciplinary system
modeling, and control system development, and is an important ongoing research and development effort. We believe that AI technology is
transforming engineering design and process development, leveraging both synthetic data from simulations and rapidly growing databases of
sensor data from field operations.
We support our own high-level matrix-based numerical computing language, as well as more commonly used general purpose programming
languages, like Python and Tcl, in an interactive programming environment for all types of math operations. We
Table of Contents
10
expect to add more language and library support, broaden the math libraries, and integrate these products more deeply with Altair’s other
software.
In order to maintain and extend our technology leadership and competitive position, we intend to continue devoting significant effort to our research and
development activities.
Sales
We serve customers in the product lifecycle management, simulation, data analytics, AI, and high-performance computing markets. Our primary users are
highly educated and technical engineers and data scientists.
We engage with our enterprise customers through Altair’s experienced direct sales force. We are increasing our use of inside sales and indirect channels to
more efficiently address a broader set of customers in consumer products, electronics, energy and other industries. We organize cross functional teams
globally to focus on our largest vertical markets such as Automotive, Aerospace, Technology and BFSI, and the largest customers in these vertical markets.
Approximately 87% of our 2024 software revenue was generated through our direct global sales force. These sales teams interact with key decision makers,
engage deeply with users of our products by leveraging a team of Altair’s technical specialists, and work with user-group managers and executives to
ensure they are maximizing the utility of our software solutions. We have been expanding our direct sales team including our inside sales operations
aggressively to reach more customers and market verticals.
Our direct sales force is responsible for developing new customers, ensuring high recurring rates from our existing customers, and expanding the use of
Altair and partner products within customers’ environments through continuous training, support, and consulting engagements. Each of our field sales
professionals are supported by technical specialists with deep knowledge of our products and the broader product development domain. We believe this
approach differentiates Altair from our competitors, as our focus on establishing a strong working relationship with the user community has led to
expanded usage of Altair and APA partner products. Our direct sales force is organized by vertical markets and geographic regions, consisting of Americas,
EMEA, and APAC.
We leverage indirect sales channels especially in APAC and Eastern Europe and have been investing to extend our reseller relationships in all markets.
Approximately 13% of our 2024 software revenue was generated through our growing network of indirect channel partners, resellers, and system
integrators.
Data Analytics, AI, IoT, and Smart Product Development
The data analytics and AI market is segmented by industry verticals where specific domain expertise is important for success. Altair’s primary data
analytics and AI customer base is BFSI organizations along with finance departments across most industries including manufacturing. As we cross sell into
Altair traditional manufacturing customer accounts, we are targeting finance departments, leveraging the expertise of our financial markets sales and
technical teams, as well as engineering departments looking to apply data analytics and AI to improve designs, manufacturing, warranty, and in-service
operations. We are leveraging our existing direct and indirect sales channels to support greater market opportunities.
High-Performance Computing Solutions
Altair’s HPC solutions are sold by our global strategic sales force with sales overlay support from Altair HPC sales specialists and application engineers.
We have original equipment manufacturer, or OEM, arrangements for these solutions with most of the major hardware companies. We believe these
arrangements reduce competition, grow our market share and improve sales efficiency.
We offer Altair PBS Professional as both an open source and a commercial solution. Commercial sites generally license the commercial version along with
support. However, many universities, government agencies and small commercial sites prefer the open-source version as their work often needs to be freely
available for societal benefit. Large government and research installations generally still purchase support and often pay for specific development.
Table of Contents
11
Licensing
There are two licensing methods we employ to deliver our software solutions:
•
Most products are available under Altair Units, our unique, patented units-based licensing model.
•
A small subset of our products is available on a node-locked, or hardware specific, and named-user basis. This is especially true for our high-
performance computing solutions.
Altair pioneered Altair Units, a patented units-based subscription licensing model for software and other digital content. This units-based subscription
licensing model allows flexible and shared access to our offerings, along with more than 150 partner products. Our customers license a pool of units for
their organizations giving individual users access to our portfolio of software applications as well as our growing portfolio of partner products. We believe
our units-based subscription licensing model lowers barriers to adoption, creates broad engagement, encourages users to work within our ecosystem, and
increases revenue. This, in turn, helps drive our recurring software license rate which has been on average approximately 92% over the past five years.
Historically, approximately 60% of new software revenue comes from expansion within existing customers.
Marketing
Altair’s global marketing team of approximately 100 people is focused on generating new business opportunities by driving awareness, deepening
customer engagement, and developing content specific to technical fields and industry verticals. Our corporate marketing programs include social media,
earned media, publications, blogs, white papers and case studies. Our regional marketing program supports working relationships with our user community
through education, participation in local industry events, Altair technical conferences, and webinars.
We provide marketing support to our ecosystem of resellers and third-party technology partners on both a corporate and regional level.
In order to continue to drive growth and extend our market position, we intend to continue to invest significant resources into our marketing initiatives.
Customers
As of December 31, 2024, we had more than 13,000 customers worldwide. Our simulation and HPC customers are primarily large manufacturing
enterprises, with a growing presence in small and mid-size companies. Our data analytics and AI customers include banks, credit unions, BFSI, and health
care organizations along with finance and engineering departments across most industries including manufacturing.
Automotive and aerospace represent our largest industries, including 15 of the world’s leading automotive manufacturers and 10 of the world’s leading
aerospace manufacturers. Other important industries include technology, BFSI, heavy machinery, rail and ship design, energy, government, life and earth
sciences, and consumer electronics. No single customer, nor any of our resellers and OEMs, accounted for more than 2% of our 2024 software billings. In
2024, 32%, 31% and 37% of our software billings were attributed to the Americas, EMEA, and APAC, respectively. Our global billings allocation is based
on usage across each geography. Billings consists of our total revenue plus the change in our deferred revenue, excluding deferred revenue from
acquisitions during the period, and is discussed under Non-GAAP Financial Measures included in Part II, Item 7, Management’s Discussion and Analysis
of Financial Condition and Results of Operations of this Annual Report on Form 10-K.
For a summary of our financial information by geographic location, see Note 17 of Notes to consolidated financial statements in Item 15, Part IV of this
Annual Report on Form 10-K, which is incorporated by reference.
Competition
The market for simulation, HPC, data analytics, and AI software is highly fragmented. Our primary competitors include companies such as Dassault
Systèmes, Siemens AG (the parent company of Siemens Industry), Ansys, MSC Software (a Hexagon company), SAS Institute, and Alteryx. Many are
large public companies, with significant financial resources. In addition to these competitors, we compete with many smaller companies offering similar
software applications.
We believe the breadth and depth of Altair’s software offering is unique and no single competitor addresses our entire solution set. The units model further
extends this advantage with a growing APA marketplace of third-party software.
Table of Contents
12
Our simulation solutions including modeling, visualization and solvers are noted in the market for their ability to handle large and complex models. Our
software applications deliver high performance and high scalability, including massive parallelization, which is extremely important in the high-end
simulation market. Altair is a leader in integrating optimization technology across all our products, including multi-disciplinary applications.
We believe our solutions for data preparation, data science and AI are extremely strong, easy to use, powerful, and broadly adopted and have several
unique capabilities including handling large, complex data sets coupled with our ability to intelligently import unstructured data.
To ensure customer success and deepen our relationships with them, we engage with our customers to provide consulting, implementation services,
training, and support, especially when applying optimization. We believe these services, combined with our ability to leverage HPC as the industry
transitions to cloud computing, positions us for future success.
We compete on a variety of factors including the breadth, depth, performance, and quality of our technical solutions. We believe our patented units-based
subscription licensing model provides us with a competitive advantage by lowering barriers to adoption, creating broad engagement, and encouraging users
to work within our ecosystem.
Intellectual property
We believe that our intellectual property rights are valuable and important to our business. We actively protect our investment in technology through
establishment and enforcement of intellectual property rights. We protect our intellectual property through a combination of patent, copyright, trademark
and trade secret protections, confidentiality procedures, and contractual provisions. The nature and extent of legal protection associated with each such
intellectual property right depends on, among other things, the type of intellectual property right and the given jurisdiction in which such right arises.
As of December 31, 2024, we have 303 issued patents worldwide and eight published patent applications worldwide. These patents and patent applications
seek to protect proprietary inventions relevant to our business. We intend to pursue additional patent protection to the extent we believe it would be
beneficial and cost effective. Additionally, we are the registered holder of a variety of trademarks and domain names that include “Altair” and similar
variations.
Nonetheless, our intellectual property rights may not be successfully asserted in the future or may be invalidated, circumvented, or challenged. In addition,
the laws and enforcement of the laws of various countries where our products are distributed do not protect our intellectual property rights to the same
extent as United States laws. Our inability to assert or enforce our intellectual property rights could harm our business.
From time to time, we receive claims alleging infringement of a third-party’s intellectual property rights, including patents. Disputes involving our
intellectual property rights or those of another party have in the past and may in the future lead to, among other things, costly litigation, diversion of time,
money and resources to develop or obtain non-infringing products, or delay product distribution. Any significant impairment of our core intellectual
property rights could harm our business or our ability to compete.
Our products are licensed to users pursuant to signed license agreements or ‘click through’ agreements containing restrictions on use, duplication,
disclosure, and transfer. Cloud-based products and associated services are provided to users pursuant to online or signed terms of service agreements
containing appropriate restrictions on access and use.
We are unable to measure the full extent to which piracy of our software products exists. We believe, however, that software piracy is and can be expected
to be a persistent problem that negatively impacts our revenue and financial results. We believe that our predominant subscription-based business model
combined with the change from desktop to cloud based computing will shift the incentives and means by which software is pirated.
In addition, through various licensing arrangements, we receive certain rights to intellectual property of others. We expect to maintain current licensing
arrangements and to secure additional licensing arrangements in the future, as needed and to the extent available on reasonable terms and conditions, to
support continued development and sales of our products and services. Some of these licensing arrangements require or may require royalty payments and
other licensing fees. The amount of these payments and fees may depend on various factors, including but not limited to the structure of royalty payments,
offsetting considerations, if any, and the degree of use of the licensed technology.
Table of Contents
13
Employees
As of December 31, 2024, we had more than 3,300 in-house employees and more than 200 on-site Client Engineering Services employees globally. More
than two-thirds of our employees are in the United States, India, Germany and UK. None of our employees in the United States are represented by a labor
organization or are party to any collective bargaining arrangement. In some of the countries in which we operate, we are subject to, and comply with, local
labor law requirements in relation to the establishment of works councils. We are often required to consult and seek the consent or advice of these councils.
We have never experienced a work stoppage and we believe our employee relations are collaborative. We continually recruit for top talent and invest in our
global workforce to fuel diversity, professional and personal growth, and innovation.
Diversity
We believe that empowering each individual's authentic voice encourages an entrepreneurial mindset. We have worked to create a culture of inclusion
where diversity and experiences are embraced and essential to our success and long-term growth. We recognize and believe that everyone deserves respect
and equal treatment. We believe that we comply in all material respects with all applicable U.S. Federal, state, local and international laws governing
nondiscrimination in employment in every location in which the Company operates. Our goal is to assure that all applicants and employees are treated with
the same high level of respect regardless of their gender, ethnicity, religion, national origin, age, marital status, political affiliation, sexual orientation,
gender identity, disability, or protected status.
We are proud to offer employee resource groups (ERGs) and Special interest groups that promote diversity and inclusion at Altair and within our
communities, including:
•
Altair Black Employee Resource Group (ABERN) - Established to collaborate with allies in mentorship, outreach, and professional
development opportunities within Altair while supporting recruitment and retention efforts of black employees in Altair. ABERN is
committed to engaging Altairians from around the world to support this goal.
•
Altair's Women in Technology (WiT) - Develops and empowers women at Altair and amplifies their unique perspectives, ideas, and
experiences to establish a more diverse, more inclusive workplace. We are committed to attracting top talent and ensuring each and every
woman at Altair can reach her full potential.
•
Special Interest Groups - Encourage employees to follow their hobbies, special interests including sports, culture & performing arts, and
technology.
Human capital
We monitor human capital metrics such as recruitment, attrition, learning & development, and diversity. Our strong brand, innovative product portfolio,
cross-industry expertise, and culture support our ability to recruit and retain top talent. Our executive staff, including our CEO, are highly engaged with our
workforce through podcasts, town halls, and other methods of outreach enabled by the accelerated adoption of virtual communication platforms and face-
to-face engagement.
Altair’s culture has historically embraced flexible work arrangements. Whenever possible, our employees are given the opportunity and flexibility to
schedule their own working hours and work-from-home schedule within the limitations set by our management in order to meet our goals and objectives.
This program operates on a goal-oriented basis and is constructed on mutual trust between employees and their managers. We believe in trusting our
employees, by offering them flexibility in work arrangements so they embrace and maintain work life balance, while continuing to be productive.
To attract, retain and motivate the best talent, we offer competitive total rewards programs, including market-competitive compensation, health & wellness
programs, paid time off, parental leave, tuition assistance, employee training & development, and mentoring programs.
We seek to provide market competitive health & wellness programs across all of our global locations. Our goal is to offer best health practices to help
guide wellness decisions and encourage our employees to achieve a healthy, sustainable lifestyle. We do so by fostering health & wellness through
education, preventative care, comprehensive benefits programs and support. Ensuring compassion, approachability, and confidentiality in our health &
wellness communication and care is very important. Our benefit programs are designed and maintained locally with intelligence from local market trends
and employee feedback. The effectiveness and competitiveness of these programs is measured and monitored annually. In addition to our health & benefit
program, we also provide virtual health and wellness programs, such as meditation, mental health tips, and information sessions by medical professionals.
Table of Contents
14
Information technology and cybersecurity
Our business and support functions utilize information systems that provide critical services to our employees and customers. Led by our Chief Information
Security Officer, our team of professionals manage and support our communication platforms, transaction-management systems, and analytics and
reporting capabilities. We use both third-party cloud services and off-site, secure data centers in North America and Europe for our core applications.
Information security and privacy are important concerns, with an escalating cyber-threat environment and evolving regulatory requirements driving
continued investment in this area. We continue to evaluate and assess our systems in the changing regulatory environment.
We have in place, and seek to continuously improve, a comprehensive system of security controls, managed by a dedicated staff. Periodically, we engage
the services of third parties to perform security penetration testing and may update our security controls in response. We also provide our staff with regular
security risk awareness, education, and training. Despite these efforts computer viruses, hackers, employee misuse or misconduct, and other internal or
external hazards including natural disasters could expose our data systems to security breaches, cyberattacks, or other disruptions.
We have incident response and business continuity plans for our operations. Our recovery plans include arrangements with our off-site secure data centers
and cloud infrastructure. We believe we will be able to utilize these plans to efficiently recover key system functionality in the event that our primary
systems are unavailable.
Sustainability and environment
As the world is demanding safer, more efficient, and innovative products and processes, our vision is to help customers drive decisions leveraging the
convergence of simulation, HPC, and AI. By helping our customers, we help to reduce the environmental impact of goods and services across a broad array
of industries worldwide. Altair published its most recent sustainability report in 2024.
We believe that our software technology and consulting services are by their very essence at the core of designing a healthier and more sustainable future
for humanity. These efforts include:
•
Enabling structural optimization to inspire and refine product designs that minimize material usage and maximize performance
•
Conducting HPC workload management to ensure efficiency of energy usage and run time
•
Utilizing simulation- and AI-driven innovation to rapidly develop products, processes, and experiences in a virtual world without the carbon and
waste impact of multiple physical prototypes
•
Supporting additive manufacturing and other advanced manufacturing techniques to embody the most optimal designs developed from
simulation methodologies at the lowest cost
•
Offering cloud-based applications which allow efficiently scaled shared infrastructure to be used by multiple organizations, thus eliminating
countless independent compute server installations, and giving access to a broad range of applications relevant to sustainable design
We also are committed to conducting our business in a manner that manages environmental issues responsibly. We fulfill this commitment by our efforts
to:
•
Comply with local environmental regulations across all our global offices
•
Conduct operations in an environmentally sound manner
•
Manage our supply chains toward appropriate environmental practices
Acquisitions
We have acquired 55 companies or strategic technologies since 1996, including 21 in the last five years. These acquisitions brought strategic IP assets, and
talented developers with expertise in disciplines in the areas of electronics, material science, crash and safety, manufacturing simulation, industrial design,
photorealistic rendering and data analytics. Products that are commercially available as a result of these acquisitions include Altair PBS Works, Radioss,
Evolve, AcuSolve, SimLab, Embed, Multiscale Designer, FEKO, FLUX, Thea Render, SmartWorks, ESAComp, SimSolid, Monarch, Panopticon, EDEM,
PollEx, PolyFoam, Grid Engine, Mistral, Breeze, S-FRAME, Altair SLC (formerly WPS Analytics), EEvision, StarVision, RapidMiner, Genesis, OmniV,
Dsim, and FlightStream.
Table of Contents
15
During 2024 we acquired the following:
•
KSK Analytics: In August 2024, we acquired KSK Analytics ("KSK"), 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.
•
Metrics: In July 2024, we acquired Metrics Design Automation Inc. (“Metrics”), a Canadian company with 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.
•
Research in Flight: 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.
•
Cambridge Semantics: In April 2024, we acquired the assets of 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.
For further information about our acquisitions, see Note 4 of the Notes to consolidated financial statements in Item 15, Part IV of this Annual Report on
Form 10-K.
Seasonal variations
We have experienced and expect to continue to experience seasonal variations in the timing of customers’ purchases of our software and services. Many
customers make purchase decisions based on their fiscal year budgets, which often coincide with the calendar year. These seasonal trends materially affect
the timing of our cash flows, as license fees become due at the time the license term commences based upon agreed payment terms. As a result, new and
renewal licenses have been concentrated in the first and fourth quarter of the year, and our cash flows from operations have been highest late in the first
quarter and early in the second quarter of the succeeding fiscal year.
Backlog
We generally enter into single year term-based software licensing subscription contracts for our solutions. The timing of our invoices to the customer is a
negotiated term and thus varies among our subscription contracts. For multi-year agreements, it is common to invoice an initial amount at contract signing
followed by subsequent annual invoices. At any point in the contract term, there can be amounts that we have not yet been contractually able to invoice.
Until such time as these amounts are invoiced, they are not recorded in revenue, deferred revenue, or elsewhere in our consolidated financial statements,
and are considered by us to be backlog.
We expect that the amount of backlog relative to the total value of our contracts will change from year to year for several reasons, including the amount of
cash collected early in the contract term, the specific timing and duration of large customer subscription agreements, varying invoicing cycles of
subscription agreements, the specific timing of customer renewal, changes in customer financial circumstances, and foreign currency fluctuations.
Accordingly, we believe that fluctuations in backlog are not necessarily a reliable indicator of future revenue and we do not utilize backlog as a key
management metric. As we generally enter into single year subscription contracts for our software, backlog is not significant.
Governmental Regulation
Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and
enforcing employment and labor laws, workplace safety and environmental laws, privacy and data protection laws, financial services laws, anti-bribery
laws, import and export controls, federal securities laws and tax laws and regulations. In certain foreign jurisdictions, these regulatory requirements may be
more stringent than those in the United States. These laws and regulations are subject to change over time and thus we must continue to monitor and
dedicate resources to ensure continued compliance. We strive to maintain compliance with all applicable laws and regulations and to anticipate future
regulatory developments. For additional information, see “Risk Factors - Risks related to legal or regulatory matters.”
Segments
We have identified two reportable segments: Software and Client Engineering Services. For additional information about our reportable segments, see Note
17 of the Notes to consolidated financial statements in Item 15, Part IV of this Annual Report on Form 10-K, which is incorporated by reference.
Table of Contents
16
Corporate information
We were incorporated in Michigan in 1985 and became a Delaware company in October 2017. Our principal executive offices are located at 1820 E. Big
Beaver Road, Troy, Michigan 48083.
Unless the context otherwise requires, the terms “Altair,” “the Company,” “we,” “us” and “our” in this Annual Report on Form 10-K refer to Altair
Engineering Inc. and its subsidiaries. The Altair design logo and the marks “OptiStruct,” “RADIOSS,” “AcuSolve,” “FEKO,” “Flux,” “WinProp,”
“Multiscale Designer,” “HyperStudy,” “HyperMesh,” “HyperView,” “SimLab,” “HyperCrash,” “HyperGraph,” “Inspire,” “solidThinking Evolve,” “Thea
Render,” “Altair PBS Works,” “Altair PBS Professional,” “Altair PBS Cloud,” “MotionView,” “MotionSolve,” “Altair PBS Access,” “SimSolid,”
“Knowledge Studio,” “Monarch,” “Panopticon,” “EDEM,” “PollEx,” “P-FRAME,” “S-FRAME,” “World Programming,” "RapidMiner," "Genesis,"
"OmniV," "Dsim," "FlightStream," and our other registered or common law trade names, trademarks or service marks appearing in this Annual Report on
Form 10-K are our property.
Available information
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments to
reports filed or furnished pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended. The SEC also maintains a website
at http://www.sec.gov that contains reports, proxy and information statements and other information regarding Altair Engineering Inc. and other companies
that file materials with the SEC electronically. Copies of Altair’s reports on Form 10-K, Forms 10-Q and Forms 8-K, may be obtained, free of charge,
electronically through our internet website, http://investor.altair.com under the Financials tab.
Our website is www.altair.com. Investors and others should note that we announce material financial information to investors using press releases, SEC
filings and public conference calls. The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K or in
any other report or document we file with the SEC.
Item 1A. Risk Factors
An investment in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below,
together with all the other information in this Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and the consolidated financial statements and the related notes. If any of the following risks actually occurs, our business,
reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. Unless otherwise indicated, references to our
business being seriously harmed in these risk factors will include harm to our business, reputation, financial condition, results of operations, revenue,
liquidity and future prospects.
Table of Contents
17
SUMMARY
The following summarizes key risks and uncertainties that could materially adversely affect us. You should read this summary together with the
more detailed description of each risk factor contained below.
Risks relating to the pending Merger with Siemens Industry, including that:
•
the pending transaction may be delayed or the pending transaction may be terminated, in which case the market price of our Class A Common
Stock may decline substantially;
•
efforts to complete the pending Merger may disrupt our ongoing business and operations;
•
we are restricted from pursuing alternative transactions;
•
restrictions exist on our business activities; and
•
litigation against us could result in substantial costs.
Risks relating to our business and industry, including risks relating to:
•
the sustainability of our revenue growth rate and the impact of our revenue mix;
•
the sustainability of our culture of innovation, teamwork and communications;
•
our ability to expand the usage of our software by existing customers;
•
our ability to introduce our software to new customers;
•
the length of our sales cycle;
•
our customers’ ability and plans to spend on product design and development;
•
our customers’ software license renewal rates;
•
the impact that acquisitions of businesses and products may have upon us;
•
the impact of competition;
•
the strength of the markets into which we sell, including automotive and BFSI;
•
fluctuations in our quarterly results;
•
fluctuations in foreign currency exchange rates;
•
the extent to which software vendors participate in our APA program;
•
the performance of our distributors and resellers;
•
our ability to adapt to and lead technology changes;
•
the impact on profitability of our focus on growth and research & development;
•
the impact of any unanticipated departures by key employees;
•
the impact of our global presence;
•
the impact of any impairments of goodwill or intangible assets;
•
the impact of any product liability claims or other legal proceedings: and
•
the impact of the development and use of AI and machine learning in our offerings.
Risks relating to our intellectual property, including risks relating to:
•
the impact of potential defects or errors in our software;
•
our ability to protect and enforce our technology and intellectual property rights;
•
the impact of intellectual property disputes;
•
the impact of any security breaches, computer malware, computer hacking attacks and other security incidents;
•
any failure of software to work seamlessly with our customers’ existing software, hardware, or network environment;
•
product liability claims that may arise as a result of our customers’ use of our software or services;
•
any failures by us to adequately train our customers regarding the use and benefits of our software; and
Table of Contents
18
•
our use of open source software and open source technology.
Risks relating to legal or regulatory matters, including risks relating to:
•
the difficulties associated with complying with a wide range of complex regulations, including in relation to sales to government agencies, and in
a variety of jurisdictions and the impact of any non-compliance;
•
the impact of changes in laws, regulations, regulatory policies and regulatory practices and uncertainties resulting from potential changes,
including potential tax law changes;
•
the impact of export and import controls on our ability to operate and compete in international markets;
•
the breadth of data privacy and anti-bribery laws and regulations;
•
our ability to use our deferred tax assets in the United States; and
•
the impact of any challenges to our global tax methodology.
Risks relating to ownership of our Class A Common Stock, including risks relating to:
•
the sustainability of an active public trading market for our stock;
•
the volatility of the market price of our stock;
•
our expectations that we will not pay dividends in the foreseeable future;
•
the impact of any failure to maintain effective internal controls;
•
the difficulty of predicting the impact of our dual class common stock structure;
•
the nature and content of public research or reports about our company;
•
the potential dilutive impact of future sales of our Class A Common Stock, including upon conversion of our Convertible Notes; and
•
the impact of antitakeover provisions in our governing documents and under Delaware law.
Risks relating to our indebtedness, including risks relating to:
•
the effective subordination of our Convertible Notes to our secured debt and to our subsidiaries’ liabilities;
•
the impact of our organizational structure, pursuant to which a substantial portion of our operations are conducted through, and a substantial
portion of our assets are held by, our subsidiaries;
•
our current debt service obligations and potential future debt service obligations;
•
limitations on our ability to pay cash in whole or in part upon conversion of our Convertible Notes;
•
the dilutive impact of issuing our Class A Common Stock upon such conversions;
•
the potential that our Convertible Notes may be convertible sooner than the mandatory convertibility;
•
limitations that may deter or prevent certain business combinations, but not the pending transaction with Siemens Industry; and
•
the impact of operating and financial covenants in our loan agreements.
General risks, including risks relating to:
•
our ability to attract and retain key personnel;
•
any need we may have to raise additional capital;
•
the difficulties associated with predicting our growth;
•
the impact of global conditions outside our control;
•
business interruptions; and
•
the impact of potential changes in accounting principles.
Table of Contents
19
Risks associated with the pending transaction with Siemens
The pending 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 the Merger Agreement with Siemens Industry and Merger Sub, pursuant to which Merger Sub will merge with and
into Altair, with Altair surviving the Merger as a wholly owned subsidiary of Siemens Industry.
On January 22, 2025, Altair 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, approved the Merger Agreement at a special meeting of stockholders. Completion of the Merger
remains subject to customary closing conditions, including, among others, (i) 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 and (ii) 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 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. Siemens Industry and Altair may agree to terminate the Merger Agreement by
mutual written consent. Either Siemens Industry or Altair 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 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, or (iii) 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.
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:
•
the market price of our common stock may decline to the extent that the current market price reflects an assumption that the Merger will be
consummated; and
•
we have incurred, and will continue to incur, significant expenses for professional services in connection with the Merger for which we will
have received little or no benefit if the Merger is not consummated.
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. Pending or future litigation against us and our directors and officers relating to the
Merger may be distracting to management and, in the future, may 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.
Since our stockholders have approved the Merger Agreement, the Merger Agreement now precludes us from pursuing alternative transactions to the
Merger.
While we had a limited ability to pursue alternative transactions prior to the time that our stockholders approved the Merger Agreement, that ability no
longer exists. By virtue of obtaining such stockholder approval, the Merger Agreement now precludes us from, among other things, soliciting alternative
acquisition proposals, furnishing information to, or participating in discussions or negotiations with, third parties regarding any alternative acquisition
proposals
Table of Contents
20
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 including restrictions on our ability in certain cases to enter into
contracts, acquire or dispose of assets, enter into new lines of business, incur indebtedness or incur capital expenditures (subject to certain exceptions, as
detailed in the Merger Agreement) until the Merger becomes effective or the Merger Agreement is terminated. These restrictions could prevent us from
pursuing attractive business opportunities that may arise prior to the consummation of the Merger, and result in our inability to respond effectively to
competitive pressures and industry developments, and may otherwise harm our business and operations.
Litigation has arisen, and more could arise, in connection with the Merger; such litigation against Altair could result in substantial costs, an
injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.
Stockholders of Altair have filed, and may in the future file, lawsuits against Altair and/or the directors and officers of Altair in connection with the
Merger. As of the date of this Annual Report on Form 10-K, three lawsuits relating to the Merger (collectively, the “Lawsuits”) have been filed: (i) Elstein
v. Altair Engineering Inc., et al., Case No. 2025-211856-CB (the “Elstein Lawsuit”), which was filed in the State of Michigan Circuit Court for the Sixth
Judicial Circuit, Oakland County, on January 3, 2025 and (ii) Jones v. Altair Engineering Inc., et al., Index No. 650098/2025 (the “Jones Lawsuit”) and
Kent v. Altair Engineering Inc., et al., Index No. 650113/2025 (the “Kent Lawsuit”), both of which were filed in the Supreme Court of the State of New
York, County of New York, on January 7, 2025 and January 8, 2025, respectively. The Elstein Lawsuit was filed by a purported stockholder of the
Company as an individual action and alleges that the Proxy Statement was materially incomplete due to certain misrepresentations and omissions in
violation of Michigan’s Uniform Securities Act and Michigan common law. The Elstein Lawsuit names as defendants the Company, its directors and
Siemens Industry, and seeks, among other relief, an order enjoining the closing of the vote on the Merger. The Jones Lawsuit and the Kent Lawsuit were
each filed by a purported stockholder of the Company as an individual action and allege that the Proxy Statement was materially incomplete due to certain
misrepresentations and omissions in violation of New York common law. The Jones Lawsuit and Kent Lawsuit name as defendants the Company and its
directors and seek, among other relief, an order enjoining the consummation of the Merger. The Elstein Lawsuit was voluntarily dismissed with prejudice
in January 2025 prior to the consummation of the Merger.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a
lawsuit is unsuccessful, defending against these claims can result in substantial costs.
Future lawsuits could prevent or delay the completion of the Merger and result in significant costs to Altair, including any costs associated with the
indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any existing or potential
lawsuits.
Risks relating to our business and industry
We have experienced significant revenue growth and we may fail to sustain that growth rate or may not grow in the future.
We were founded in 1985 and launched our first commercial software in 1990. Our growth has primarily been attributed to the increasing sales of our
simulation, high-performance computing and data analytics technologies to enhance decision making, product performance, compress development time,
and reduce costs. Revenue from our software segment has historically constituted a significant portion of our total revenue. Our revenue growth could
decline over time as a result of a number of factors, including increasing competition from smaller entities and well-established, larger organizations,
limited ability to, or our decision not to, increase pricing, contraction of our overall market, the manner in which the markets for our products, including
our data analytics products, evolve or our failure to capitalize on growth opportunities. Other factors include managing our global organization, revenues
generated outside the United States that are subject to adverse currency fluctuations, uncertain international geopolitical landscapes and the acquisition of
businesses which may grow more slowly than our business. Accordingly, we may not achieve similar growth rates in future periods, and you should not
rely on our historical revenue growth as an indication of our future revenue or revenue growth.
If we cannot maintain our company culture of innovation, teamwork, and communication, our business may be harmed.
We believe that a critical component to our success has been our company culture, which is based on our core values of innovation, envisioning the future,
communicating honestly and broadly, seeking technology and business firsts, and embracing diversity. We have invested substantial time and resources in
building a company embodying this culture. As we continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture.
Any failure to preserve our culture, or embed our culture in our acquired businesses, could negatively impact our future success, including our ability to
attract and retain personnel, encourage innovation and teamwork, and effectively focus on and pursue our corporate objectives.
Table of Contents
21
If our existing customers or users do not increase their usage of our software, or we do not add new customers, the growth of our business may be
harmed.
Our software includes a comprehensive open architecture solution for simulation, high-performance computing, data analytics, and artificial intelligence.
Our future success depends, in part, on our ability to increase the:
•
number of customers and users accessing our software;
•
usage of our software to address expanding design, engineering, AI, computing and analytical needs; and/or
•
number of our applications and functionalities accessed by users and customers through our licensing model.
Our future success may also depend upon the degree to which the evolution of our units licensing model is accepted by our current and potential customers.
In addition, through our Altair Partner Alliance, or APA, our customers have access to additional software offered by independent third parties, without the
need to enter into additional license agreements.
If we fail to increase the number of customers or users and/or application usage among existing users of our software and the software of our APA partners,
our ability to license additional software will be adversely affected, which would harm our operating results and financial condition.
Our ability to acquire new customers is difficult to predict because our software sales cycle can be long.
Our ability to increase revenue and maintain or increase profitability depends, in part, on widespread acceptance of our software by mid- to- large-size
organizations worldwide. We face long, costly, and unpredictable sales cycles. As a result of the variability and length of the sales cycle, we have only a
limited ability to forecast the timing of sales. A delay in or failure to complete sales could harm our business and financial results, and could cause our
financial results to vary significantly from period to period. Our sales cycle varies widely, reflecting differences in potential customers’ decision-making
processes, procurement requirements, budget cycles and the specific software or products being purchased, and is subject to significant risks over which we
have little or no control, including:
•
longstanding use of competing products and hesitancy to change;
•
customers’ budgetary constraints and priorities;
•
timing of customers’ budget cycles;
•
need by some customers for lengthy evaluations;
•
hesitation to adopt new processes and technologies;
•
length and timing of customers’ approval processes; and
•
development of software by our competitors perceived to be equivalent or superior to our software.
To the extent any of the foregoing occur, our average sales cycle may increase, and we may have difficulty acquiring new customers.
Reduced spending on product design and development activities by our customers may negatively affect our revenues.
Our revenues are largely dependent on our customers’ overall product design and development activities, particularly demand from mid- to- large-size
organizations worldwide and their supplier base. The licensing of our software is discretionary. Our customers may reduce their research and development
budgets, which could cause them to reduce, defer, or forego licensing of our software. To the extent licensing of our software is perceived by existing and
potential customers to be extraneous to their needs, our revenue may be negatively affected by our customers’ delays or reductions in product development
research and development spending. Customers may delay or cancel software licensing or seek to lower their costs. Deterioration in the demand for product
design and development software for any reason would harm our business, operating results, and financial condition in the future.
Table of Contents
22
Our business largely depends on annual renewals of our software licenses.
We typically license our software to our customers on an annual basis. In order for us to maintain or improve our operating results, it is important that our
customers renew and/or increase the amount of software licensed on an annual basis. Customer renewal rates may be affected by a number of factors,
including:
•
our pricing or license term and those of our competitors;
•
our reputation for performance and reliability;
•
new product releases by us or our competitors;
•
customer satisfaction with our software or support;
•
consolidation within our customer base;
•
availability of comparable software from our competitors;
•
effects of global or industry specific economic conditions;
•
our customers’ ability to continue their operations and spending levels; and
•
other factors, a number of which are beyond our control.
If our customers fail to renew their licenses or renew on terms that are less beneficial to us, our renewal rates may decline or fluctuate, which may harm our
business.
We believe our future success will depend, in part, on the growth in demand for our software by customers other than simulation engineering
specialists and in additional industry verticals.
Historically, our customers have been simulation engineering specialists. To enable concept engineering, driven by simulation, we make our physics
solvers more accessible to designers by wrapping them in powerful simple interfaces. We believe our future success will depend, in part, on growth in
demand for our software by these designers, which could be negatively impacted by the lack of:
•
continued and/or growing reliance on software to optimize and accelerate the design process;
•
adoption of simulation technology by designers other than simulation engineering specialists;
•
continued proliferation of mobility, large data sets, cloud computing and IoT;
•
our ability to predict demands of designers other than simulation engineering specialists and achieve market acceptance of our software or
products within these additional areas and customer bases or in additional industry verticals; or
•
our ability to respond to changes in the competitive landscape, including whether our competitors establish more widely adopted products for
designers other than simulation engineering specialists.
If some or all of this software does not achieve widespread adoption, our revenues and profits may be adversely affected.
Our ability to grow our business may be adversely impacted by difficulties we may experience in integrating recent acquisitions or in integrating future
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’ needs. 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, including the following:
•
failure to successfully manage relationships with new or potential customers;
•
failure of existing customers to accept new service and product offerings from us;
•
revenue attrition in excess of anticipated levels;
•
unanticipated incompatibility of technologies and systems;
•
failure to leverage the increased scale of our business quickly and effectively;
•
potential difficulties integrating and harmonizing financial reporting systems;
Table of Contents
23
•
the loss of key employees;
•
failure to effectively coordinate sales and marketing efforts to communicate the capabilities of our enhanced portfolio of software and
products;
•
failure to combine product offerings and product lines quickly and effectively;
•
failure to convert an increasing amount of new or acquired customer relationships revenue from perpetual to annual recurring revenue
streams; or
•
failure to effectively invest in further sales, marketing, and research and development efforts that lead to increased revenues.
We face significant competition, which may adversely affect our ability to add new customers, retain existing customers, and grow our business.
The market for simulation, data analytics, and high-performance computing software is highly fragmented. Our primary competitors include companies
such as Dassault Systèmes, Siemens AG (the parent Company of Siemens Industry), Ansys, MSC Software (a Hexagon company), and Alteryx. Many are
large public companies, with significant financial resources. In addition to these competitors, we compete with many smaller companies offering similar
software applications.
A significant number of companies have developed or are developing software and services that currently, or in the future, may compete with some or all
of our software and services. We may also face competition from participants in adjacent markets, including two-dimensional, or 2D, and three-
dimensional, or 3D, CAD, and broader PLM competitors and others that may enter our markets by leveraging related technologies and partnering with or
acquiring other companies.
The principal competitive factors in our industry include:
•
breadth, depth and integration of software;
•
domain expertise of sales and technical support personnel;
•
consistent global support;
•
performance and reliability; and
•
price.
Many of our current and potential competitors have longer-term and more extensive relationships with our existing and potential customers that provide
them with an advantage in competing for business with those customers. They may be able to devote greater resources to the development and
improvement of their offerings than we can. These competitors could incorporate additional functionality into their competing products from their wider
product offerings or leverage their commercial relationships in a manner that uses product bundling or closed technology platforms to discourage
enterprises from purchasing our applications.
Many existing and potential competitors enjoy competitive advantages over us, such as:
•
larger sales and marketing budgets and resources;
•
access to larger customer bases, which often provide incumbency advantages;
•
broader global distribution and presence;
•
greater resources to make acquisitions;
•
the ability to bundle competitive offerings with other software and services;
•
greater brand recognition;
•
lower labor and development costs;
Table of Contents
24
•
greater levels of aggregate investment in research and development;
•
larger and more mature intellectual property portfolios; and
•
greater financial, technical, management and other resources.
These competitive pressures in our markets or our failure to compete effectively may result in fewer customers, price reductions, licensing of fewer units,
increased sales and marketing expenses, reduced revenue and gross profits and loss of market share. Any failure to address these factors could harm our
business.
Because we derive a substantial portion of our revenues from customers in the automotive industry, we are susceptible to factors affecting this industry.
An adverse occurrence, including industry slowdown, recession, political instability, costly or constraining regulations, rapid technological obsolescence,
excessive inflation, rising interest rates, prolonged disruptions in one or more of our automotive customers’ production schedules, supply disruptions, the
imposition of new tariffs, or labor disturbances, that results in a significant decline in the volume of sales in this industry, or in an overall downturn in the
business and operations of our customers in this industry, could adversely affect our business.
The automotive industry is highly cyclical in nature and sensitive to changes in general economic conditions, consumer preferences and rising interest
rates. Any weakness in demand in this industry, the insolvency of a manufacturer or suppliers, or constriction of credit markets may cause our automotive
customers to reduce their amount of software licensed or services requested or request discounts or extended payment terms, any of which may cause
fluctuations or a decrease in our revenues and timing of cash flows.
Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
Our quarterly results of operations and our key metrics, including Billings, Adjusted EBITDA and Free Cash Flow, may vary significantly in the future and
seasonally. Many customers make purchase decisions based on their fiscal year budgets, which often coincide with the calendar year. These seasonal trends
materially affect our financial results, as license fees become due at the time the license term commences based upon agreed payment terms that customers
may not adhere to. As a result, new and renewal licenses have been concentrated in the first and fourth quarter of the year, and our cash flows from
operations have been highest late in the first quarter and early in the second quarter of the succeeding fiscal year. Period-to-period comparisons of our
operating results may not be meaningful. The results of any one quarter should not be relied upon as an indication of future performance. Our quarterly
financial results and key metrics may fluctuate as a result of a variety of factors including:
•
seasonal variations in customer purchasing patterns;
•
our ability to retain and/or increase sales to existing customers at various times;
•
our ability to attract new customers;
•
the addition or loss of large customers, including through their acquisitions or industry consolidations;
•
the timing of recognition of revenues;
•
the amount and timing of billings;
•
the amount and timing of operating expenses and capital expenditures;
•
the length of sales cycles;
•
significant security breaches, technical difficulties or unforeseen interruptions to the functionality of our software;
•
the number of new employees added;
•
the amount and timing of billing for professional services engagements;
•
the timing and success of new products, features, enhancements or functionalities introduced by us or our competitors;
•
changes in our pricing policies or those of our competitors;
•
changes in the competitive dynamics of our industry, including consolidation among competitors;
•
the timing of expenses related to the development or acquisition of technology;
Table of Contents
25
•
any future charges for impairment of goodwill from acquired companies;
•
extraordinary expenses such as litigation or other dispute-related settlement payments;
•
the impact of new accounting pronouncements; and
•
general economic conditions.
Billings have historically been highest in the first and fourth quarters of any calendar year and may vary in future quarters. 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.
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. If our quarterly results of operations fall below the expectations of investors or securities analysts, the price of our Class A common stock could
decline and we could face lawsuits, including securities class action suits.
Fluctuations in foreign currency exchange rates could result in declines in our reported revenue and operating results.
As a result of our international activities, we have revenue, expenses, cash, accounts receivable and payment obligations denominated in foreign currencies
including Euros, British Pounds Sterling, Indian Rupees, Japanese Yen, and Chinese Yuan. Foreign currency risk arises primarily from the net difference
between non-United States dollar receipts from customers and non-United States dollar operating expenses. The value of foreign currencies against the
United States dollar can fluctuate significantly, and those fluctuations may occur quickly. We cannot predict the impact of future foreign currency
fluctuations.
Strengthening of the United States dollar could cause our software to become relatively more expensive to some of our customers leading to decreased
dollar sales and a reduction in billings and revenue not denominated in United States dollars. Weakening of the United States dollar could result in an
increase of foreign denominated expenses when reported in United States dollars. A reduction in revenue or an increase in operating expenses due to
economic volatility or fluctuations in foreign currency exchange rates could have an adverse effect on our financial condition and operating results. Such
foreign currency exchange rate fluctuations may make it more difficult to detect underlying trends in our business and operating results.
We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations. In the future, we may use derivative instruments,
such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such
hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the
limited time the hedges are in place, and the cost of those hedging techniques may have a significant negative impact on our operating results. The use of
hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments. If we are not able to successfully
manage or hedge against the risks associated with currency fluctuations, our financial condition and operating results could be adversely affected.
If we fail to attract new or retain existing third-party independent software vendors to participate in the APA, we may not be able to grow the APA
program.
Our APA program allows our customers to use third-party software that may be unrelated to our software, without the need to enter into additional license
agreements. The APA program results in increased revenues through revenue sharing and encourages users to stay within the Altair software ecosystem. If
third-party software providers are unwilling to join the APA on appropriate terms, including agreeing with our revenue share allocations, or if we are
unable to retain our current APA participants, we may not be able to grow the APA program.
Licensing of our software is dependent, in part, on performance of our distributors and resellers.
We have historically licensed our software primarily through our direct sales force. We have enhanced our units licensing model such that it is able to be
licensed through a network of distributors and resellers. If these distributors and resellers are unable to successfully adjust their sales methods to support
our annual recurring licensing model, or become unstable, financially insolvent, or otherwise do not perform as we expect, our revenue growth derived
from the distributor and reseller channels could be negatively impacted.
Table of Contents
26
If we fail to adapt to technology changes our software may become less marketable, less competitive, or obsolete.
Our success depends in part on our ability to:
•
anticipate customer needs;
•
foresee changes in technology, including to cloud-enabled hardware, software, networking, browser and database technologies;
•
differentiate our software;
•
maintain operability of our software with changing technology standards; and
•
develop or acquire additional or complementary technologies.
We may not be able to develop or market new or enhanced software in a timely manner, which could result in our software becoming less marketable, less
competitive, or obsolete.
We believe our long-term value as a company will be greater if we focus on growth, which may negatively impact our profitability in the near term.
Part of our business strategy is to focus on our long-term growth. As a result, our profitability may be lower in the near term than it would be if our strategy
were to maximize short-term profitability. Expanding our research and development efforts, sales and marketing efforts, infrastructure and other such
investments may not ultimately grow our business or cause higher long-term profitability. If we are ultimately unable to achieve greater profitability at the
level anticipated by analysts and our stockholders, our Class A common stock price may decline.
Our research and development may not generate revenue or yield expected benefits.
A key element of our strategy is to focus on innovation and invest significantly in research and development to create new software and enhance our
existing software to address additional applications and serve new markets, both internally and through acquisitions. Research and development projects
can be technically challenging and expensive, and there may be delays between the time we incur expenses and the time we are able to generate revenue, if
any. Anticipated customer demand for any software we may develop could decrease after the development cycle has commenced, and we could be unable
to avoid costs associated with the development of any such software. If we expend a significant amount of resources on research and development and our
efforts do not lead to the timely introduction or improvement of software that is competitive in our current or future markets, it could harm our business.
Our development could be limited by government regulations affecting who we can hire, and what markets we can serve.
If we lose our senior executives, we may be unable to achieve our business objectives.
We currently depend on the continued services and performance of James Scapa, our chief executive officer, and other senior executives. Many members
of this executive team have served the Company for more than 15 years, with Mr. Scapa having served since our founding in 1985. Loss of Mr. Scapa’s
services or those of other senior executives could delay or prevent the achievement of our business objectives.
Acquisitions may dilute our stockholders, disrupt our core business, divert our resources, or require significant management attention.
Most of our software has been developed internally with acquisitions used to augment our capabilities. We may not effectively identify, evaluate, integrate,
or use acquired technology or personnel from prior or future acquisitions, or accurately forecast the financial impact of an acquisition, including accounting
charges.
After the completion of an acquisition, it is possible that our valuation of such acquisition for purchase price allocation purposes may change compared to
initial expectations and result in unanticipated write-offs or charges, impairment of our goodwill, or a material change to the fair value of the assets and
liabilities associated with a particular acquisition.
We may pay cash, incur debt, or issue equity securities to fund an acquisition. The payment of cash will decrease available cash. The incurrence of debt
would likely increase our fixed obligations and could subject us to restrictive covenants or obligations. The issuance of equity securities would likely be
dilutive to our stockholders. We may also incur unanticipated liabilities as a result of acquiring companies. Future acquisition activity may disrupt our core
business, divert our resources, or require significant management attention.
Table of Contents
27
International operations expose us to risks inherent in international activities.
Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic and political risks that
are different from those in the United States. We face risks in doing business internationally that could adversely affect our business, including:
•
the need to localize and adapt our software for specific countries, including translation into foreign languages and associated expenses;
•
foreign exchange risk;
•
import, export and sanctions restrictions and changes in trade regulation and agreements, including increased government limitations
concerning sharing technology, end use , and end users and possible foreign government retaliation;
•
sales and customer service challenges associated with operating in different countries;
•
enhanced difficulties of integrating foreign acquisitions;
•
difficulties in staffing and managing foreign operations and working with foreign partners;
•
different pricing environments, longer sales cycles, longer accounts receivable payment cycles, and collections issues;
•
compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including the
Committee on Foreign Investment in the United States (CFIUS), the Foreign Corrupt Practices Act of 1977 (FCPA), employment,
ownership, trade, tax, privacy and data protection and artificial intelligence laws and regulations;
•
limitations on enforcement of intellectual property rights;
•
more restrictive or otherwise unfavorable government regulations affecting U.S. entities;
•
increased financial accounting and reporting burdens and complexities;
•
restrictions on the transfer of funds;
•
withholding and other tax obligations on remittance and other payments made by our subsidiaries; and
•
unstable regional, economic and political conditions.
Our inability to manage any of these risks successfully, or to comply with these laws and regulations, could reduce our sales, affect our innovation and
development and harm our business.
If we are unable to match engineers to open positions in our CES business or are otherwise unable to grow our CES business, our revenue could be
adversely affected.
We operate our client engineering services business by hiring engineers and data scientists for placement at a customer site for specific customer-directed
assignments and pay them only for the duration of the placement. The success of this business is dependent upon our ability to recruit and retain highly
skilled, CES staff to meet the requirements of our customers and to maintain ongoing relationships with these customers. Our CES business constituted
approximately 4% and 5% of our total revenues for the years ended December 31, 2024 and 2023, respectively. Some of our customers satisfy their
engineering personnel needs through managed service providers, or MSPs. A significant percentage of the engineers we place, either directly or through
MSPs, are with U.S.-based customers and are citizens of countries other than the United States. In the event these engineers are unable to enter into, or
remain in, the United States legally, we may be unable to match engineers with the appropriate skill sets matched to open customer positions. If we are
unable to attract highly skilled, qualified CES staff because of competitive factors, export controls or immigration laws, or otherwise fail to match CES
staff to open customer positions, our revenue may be adversely affected.
Our sales to government agencies and their suppliers may be subject to reporting and compliance requirements.
Our customers include agencies of the various governments, including, but not limited to the United States, and their suppliers of products and services.
These customers may procure our software and services through various governments’ mandated procurement regulations. Because of governmental
reporting and compliance requirements, we may incur unexpected costs or required supply chain changes and limitations. Government agencies and their
suppliers may have statutory, contractual or other legal rights to terminate contracts for convenience or due to a default, and any such termination may
adversely affect our future operating results.
Table of Contents
28
Our revenue mix may vary over time, which could harm our gross margin and operating results.
Our revenue mix may vary over time due to a number of factors, including the mix of term-based licenses and perpetual licenses. Due to the differing
revenue recognition policies applicable to our term-based licenses, perpetual licenses and professional services, shifts in the mix between subscription and
perpetual licenses from quarter to quarter, or increases or decreases in revenue derived from our professional engineering services, which have lower gross
margins than our software services, could produce substantial variation in revenues recognized even if our billings remain consistent. Our gross margins
and operating results could be impacted by changes in revenue mix and costs, together with other factors, including entry into new markets or growth in
lower margin markets; entry into markets with different pricing and cost structures; pricing discounts; and increased price competition. Any one of these
factors or the cumulative effects of certain of these factors may result in significant fluctuations in our gross margin and operating results. This variability
and unpredictability could result in our failure to meet internal expectations or those of securities analysts or investors for a particular period. If we fail to
meet or exceed such expectations for these or any other reasons, the market price of our common stock could decline.
If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings, which could harm our business.
Under the Generally Accepted Accounting Principles ("GAAP"), we review our intangible assets for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. As of December 31, 2024 and 2023,
respectively, we had $462.5 million and $458.1 million of goodwill and $72.9 million and $83.6 million of other intangible assets, net. An adverse change
in market conditions, particularly if such change has the effect of changing one of our critical assumptions or estimates, could result in a change to the
estimation of fair value that could result in an impairment charge.
In addition to our software, we source, distribute and sell products, which may expose us to product liability claims, product recalls, and warranty
claims that could be expensive and harm our business.
We source, distribute and sell products, in part, through certain of our wholly owned subsidiaries. To the extent these products do not perform as expected,
cause injury or death or are otherwise unsuitable for usage, we may be held liable for claims, including product liability and other claims. A product
liability claim, any product recalls or an excessive warranty claim, whether arising from defects in design or failure in our supply chains could negatively
affect our sales or require a change in the design process or our product sourcing, any of which may harm our reputation and business.
Issues in the development and use of AI and machine learning in our offerings, combined with an uncertain regulatory environment, may result in
reputational harm, liability, or other adverse effects to our business and operating results.
We incorporate machine learning and AI technologies in our offerings and business, and we are making investments in expanding our AI capabilities in our
products, services, and tools, including ongoing deployment and improvement of existing machine learning and AI technologies. AI technologies are
complex and rapidly evolving. We face significant competition from other companies as well as an evolving and uncertain regulatory landscape in relation
to these technologies and “big data.” For example, our machine learning, big data, and AI-related initiatives may give rise to risks related to harmful
content, accuracy, bias, discrimination, toxicity, intellectual property infringement or misappropriation, defamation, data privacy, and cybersecurity, among
others. The development, adoption, introduction, and use of AI technologies in new or existing products may result in new or enhanced governmental or
regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns, or other complications that could adversely affect our business, reputation,
or financial results. There are operational risks as well. For example, the algorithms that we or our licensors use may be flawed or may be based on datasets
that are biased or insufficient. Similarly, any latency, disruption, or failure in our machine learning and AI technologies or infrastructure could result in
delays or errors in our offerings.
Uncertainty around new and emerging AI technologies may require additional investment and increase our costs in the development, testing, deployment,
and maintenance of machine learning models, development of new approaches and processes, and development of appropriate policies, procedures,
protections and safeguards, which may be costly and could impact our expenses. Our customers or others may rely on or use content generated by AI
models (e.g., images, text, and language translation) to their detriment, which may expose us to brand or reputational harm, competitive harm, and/or legal
liability. The development, marketing, and use of AI technologies presents emerging ethical and social issues, and if we enable or offer solutions that draw
scrutiny or controversy due to their perceived or actual impact on customers, employees, content owners, or on society as a whole, we may experience
brand or reputational harm, competitive harm, and/or legal liability.
Risks related to our intellectual property
Table of Contents
29
Defects or errors in our software could result in loss of revenue or harm to our reputation.
Our software is complex and, despite extensive testing and quality control, may contain undetected or perceived bugs, defects, errors, or failures. From time
to time we have found defects or errors in our software and we may discover additional defects in the future. We may not find defects or errors in new or
enhanced software before release and these defects or errors may not be discovered by us or our customers until after they have used the software. We have
in the past issued, and may in the future need to issue, corrective releases or updates of our software to remedy bugs, defects and errors or failures. The
occurrence of any real or perceived bugs, defects, errors, or failures could result in:
•
lost or delayed market acceptance of our software;
•
delays in payment to us by customers;
•
injury to our reputation;
•
diversion of our resources;
•
loss of competitive position;
•
claims by customers for losses sustained by them;
•
breach of contract claims or related liabilities;
•
increased customer support expenses or financial concessions; and
•
increased insurance costs.
Any of these problems could harm our business.
Failure to protect and enforce our proprietary technology and intellectual property rights could substantially harm our business.
The success of our business depends, in part, on our ability to protect and enforce our proprietary technology and intellectual property rights, including our
trade secrets, patents, trademarks, copyrights, and other intellectual property. We attempt to protect our intellectual property under trade secret, patent,
trademark, and copyright laws. Despite our efforts, we may not be able to protect our proprietary technology and intellectual property rights, if we are
unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Further, the risk of cyberattacks or other privacy or data
security incidents may be heightened due to common, external attempts to attack our information technology systems and data, using means such as
phishing. It may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create products and
services that compete with ours. Provisions in our license agreements protect against unauthorized use, copying, transfer and disclosure of our technology,
but such provisions may be difficult to enforce or are unenforceable under the laws of certain jurisdictions and countries. The laws of some countries do not
protect proprietary rights to the same extent as the laws of the United States. Our international activities expose us to unauthorized copying and use of our
technology and proprietary information.
We primarily rely on our unpatented proprietary technology and trade secrets. Despite our efforts to protect our proprietary technology and trade secrets,
unauthorized parties may attempt to misappropriate, reverse engineer or otherwise obtain and use them. The contractual provisions that we enter into with
employees, consultants, partners, vendors and customers may not be sufficient to prevent unauthorized use or disclosure of our proprietary technology or
trade secrets and may not provide an adequate remedy in the event of unauthorized use or disclosure of our proprietary technology or trade secrets.
Policing unauthorized use of our technologies, software and intellectual property is difficult, expensive and time-consuming, particularly in countries where
the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual
property rights may be weak. We may be unable to detect or determine the extent of any unauthorized use or infringement of our software, technologies or
intellectual property rights.
From time to time, we may need to engage in litigation or other administrative proceedings to protect our intellectual property rights or to defend against
allegations by third parties that we have infringed or misappropriated their intellectual property rights, including in connection with requests for
indemnification by our customers who may face such claims. We have been approached and may be approached in the future by certain of our customers to
indemnify them against third-party intellectual property claims. Litigation and/or any requests for indemnification by our customers could result in
substantial costs and diversion of resources and could negatively affect our business and revenue. If we are unable to protect and enforce our intellectual
property rights, our business may be harmed.
Table of Contents
30
Intellectual property disputes could result in significant costs and harm our business.
Intellectual property disputes may occur in the markets in which we compete. Many of our competitors are large companies with significant intellectual
property portfolios, which they may use to assert claims of infringement, misappropriation or other violations of intellectual property rights against us or
our customers. Any allegation of infringement, misappropriation or other violation of intellectual property rights by a third-party, even those without merit,
could cause us to incur substantial costs defending against the claim, could distract our management from our business, and could cause uncertainty among
our customers or prospective customers, all of which could have an adverse effect on our business or revenue.
Our agreements may include provisions that require us to indemnify others for losses suffered or incurred as a result of our infringement of a third-party’s
intellectual property rights infringement, including certain of our employees and customers.
An adverse outcome of a dispute or an indemnity claim may require us to:
•
pay substantial damages;
•
cease licensing our software or portions of it;
•
develop non-infringing technologies;
•
acquire or license non-infringing technologies; and
•
make substantial indemnification payments.
Any of the foregoing or other damages could harm our business, decrease our revenue, increase our expenses or negatively impact our cash flow.
Security breaches, computer malware, computer hacking, cyberattacks and other security incidents could harm our business, reputation, brand and
operating results.
Security incidents have become more prevalent across industries and may occur on our systems. Security incidents may be caused by, or result in but are
not limited to, security breaches, computer malware or malicious software, computer hacking, cyberattacks on our information systems, unauthorized
access to confidential information, denial of service attacks, security system control failures in our own systems or from vendors we use, email phishing,
software vulnerabilities, social engineering, sabotage and drive-by downloads. Such security incidents, whether intentional or otherwise, may result from
actions of hackers, criminals, nation states, vendors, employees or customers.
Our company is a highly automated business which relies on our network infrastructure and enterprise applications, third-party providers of cloud-based
services, internal technology systems and website for development, marketing, operational, support and sales activities. A disruption or failure of these
systems or in those of our external service providers, in the event of a major storm, earthquake, fire, telecommunications failure, cyberattack, government
intervention, terrorist attack or other catastrophic event could cause system interruptions, reputational harm, delays in our product development and loss of
critical data and could materially and adversely affect our ability to operate our business.
We may experience disruptions, data loss, outages and other performance problems on our systems due to service attacks, unauthorized access or other
security related incidents. Any security breach or loss of system control caused by hacking, which involves efforts to gain unauthorized access to
information or systems, or to cause intentional malfunctions or loss, modification or corruption of data, software, hardware or other computer equipment
and the inadvertent transmission of computer malware could harm our business. A cybersecurity incident may occur on our systems, or third-party systems
upon which we rely, which could disrupt Altair materially in the future.
In addition, some of our software may store and transmit customers’ confidential business information in our facilities and on our equipment, networks,
corporate systems and in the cloud. Security incidents could expose us to litigation, remediation costs, increased costs for security measures, loss of
revenue, damage to our reputation and potential liability. Our customer data, corporate systems, and security measures may be compromised due to the
actions of outside parties, employee error, malfeasance, third-party software, capacity constraints, a combination of these or otherwise and, as a result, an
unauthorized party may obtain access to our data or our customers’ data. Outside parties may attempt to fraudulently induce our employees to disclose
sensitive information in order to gain access to our customers’ data or our information. We must continuously examine and modify our security controls
and business policies to address new threats, the use of new devices and technologies, and these efforts may be costly or distracting.
Table of Contents
31
Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently or may be designed to remain
dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or
implement sufficient control measures to defend against these techniques. Though it is difficult to determine what harm may directly result from any
specific incident or breach, any failure to maintain confidentiality, availability, integrity, performance and reliability of our systems and infrastructure may
harm our reputation and our ability to retain existing customers and attract new customers. If an actual or perceived security incident occurs, the market
perception of the effectiveness of our security controls could be harmed, our brand and reputation could be damaged, we could lose customers, and we
could suffer financial exposure due to such events or in connection with remediation efforts, investigation costs, regulatory fines and changed security
control, system architecture and system protection measures.
We may lose customers if our software does not work seamlessly with our customers’ existing software.
Our customers may use our software, which in many instances has been designed to seamlessly interface with software from some of our competitors,
together with their own software and software they license from third parties. If our software ceases to work seamlessly with our customers’ existing
software applications, we may lose customers.
Many of our customers use our software and services to design and develop their products, which when built and used may expose us to claims.
Many of our customers use our software and services, together with software and services from other third parties and their own resources, to assist in the
design and development of products intended to be used in a commercial setting. To the extent our customers design or develop a product that results in
potential liability, including product liability, we may be included in resulting litigation. We may be subject to litigation defense costs or be subject to
potential judgments or settlement costs for which we may not be fully covered by insurance, which would result in an increase of our expenses.
We also license certain of our software on Altair branded computer hardware, which we acquire from original equipment manufacturers, which we refer to
as OEMs, exposing us to potential liability for the hardware, such as product liability. To the extent this liability is greater than the warranty and liability
protection from our OEM, we may incur additional expenses, which may be significant.
If we fail to educate and train our users regarding the use and benefits of our software, we may not generate additional revenue.
Our software is complex and highly technical. We continually educate and train our existing and potential users regarding the depth, breadth, and benefits
of our software including through classroom and online training. If these users do not receive education and training regarding the use and benefits of our
software, or the education and training is ineffective, they may not increase their usage of our software. We may incur costs of training directly related to
this activity prior to generating additional revenue.
We currently open source certain of our software and may open source other software in the future, which could have an adverse effect on our
revenues and expenses and our use of open source technology could impose limitations on our ability to commercialize our software.
We offer our open matrix language, or OML, source code and a portion of our Altair PBS workload management software in an open source version to
generate additional usage and broaden user-community development and enhancement of the software. We offer related software and services on a paid
basis. We believe increased usage of open source software leads to increased purchases of these related paid offerings. We may offer additional software on
an open source basis in the future. There is no assurance that the incremental revenues from related paid offerings will outweigh the lost revenues and
incurred expenses attributable to the open sourced software.
We use open source software in some of our software and expect to continue to use open source software in the future. Although we monitor our use of
open source software to avoid subjecting our software to conditions we do not intend, we may face allegations from others alleging ownership of, or
seeking to enforce the terms of, an open source license, including by demanding release of the open source software, derivative works, or our proprietary
source code that was developed using such software. These allegations could also result in litigation. The terms of many open source licenses have not been
interpreted by United States courts. There is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions
on our ability to commercialize our software. In such an event, we may be required to seek licenses from third parties to continue commercially offering
our software, to make our proprietary code generally available in source code form, to re-engineer our software or to discontinue the sale of our software if
re-engineering could not be accomplished on a timely basis, any of which could adversely affect our business and revenue.
The use of open source software subjects us to a number of other risks and challenges. Open source software is subject to further development or
modification by anyone. Others may develop such software to be competitive with or no longer useful by us. It is also
Table of Contents
32
possible for competitors to develop their own solutions using open source software, potentially reducing the demand for our software. If we are unable to
successfully address these challenges, our business and operating results may be adversely affected, and our development costs may increase.
Risks related to legal or regulatory matters
We operate internationally and must comply with employment and related laws in various countries, which may, in turn, result in unexpected expenses.
We are subject to a variety of domestic and foreign employment laws, including those related to safety, discrimination, whistle-blower, privacy and data
protection, employment of unauthorized or undocumented employees, classification of employees, wages, statutory benefits, and severance payments. Such
laws are subject to change as a result of judicial decisions or otherwise, and there can be no assurance that we will not be found to have violated any such
laws in the future. Such violations could lead to the assessment of significant fines against us by federal, state or foreign regulatory authorities or to the
award of damages claims, including severance payments, against us in judicial or administrative proceedings by employees or former employees, any of
which would reduce our net income or increase our net loss.
Changes in government trade, immigration or currency policies may harm our business.
We operate our business globally in multiple countries that have policies and regulations relating to trade, immigration and currency, which may change.
Governments may change their trade policies by withdrawing from negotiations on new trade policies, renegotiating existing trade agreements, imposing
tariffs or imposing other trade restrictions or barriers. Any such changes may result in:
•
changes in currency exchange rates;
•
changes in political or economic conditions;
•
import, sanctions limitations, or export licensing requirements or other restrictions on technology imports and exports;
•
laws and business practices favoring local companies;
•
changes in diplomatic and trade relationships;
•
modification of existing or implementation of new tariffs;
•
imposition or increase of trade barriers; or
•
establishment of new trade or currency restrictions.
Any of these changes, changes in immigration policies, government intervention in currency valuation, geopolitical actions or other domestic or foreign
government policy changes may adversely impact our ability to sell software and services, hire foreign workers or conduct business in particular countries,
which could, in turn, harm our revenues and our business. We are headquartered in the United States and may be particularly impacted by changes
affecting the United States and United States persons wherever located in the world.
We are subject to governmental sanctions, export control and import laws and regulations that could impair our ability to compete in international
markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws.
Our software, services and hardware are subject to sanctions, export control and import laws and regulations. As a company headquartered in the United
States, we are subject to U.S. regulations wherever we operate in the world, including the International Traffic in Arms Regulations, or ITAR, and Export
Administration Regulations, or EAR, United States Customs regulations and various economic and trade sanctions regulations administered by the United
States Treasury Department’s Office of Foreign Assets Control, presenting further risk of unexpected reporting and compliance costs. Compliance with
these regulations may also prevent and restrict us from deriving revenue from potential customers in certain geographic locations for certain of our
technologies or preventing employment or business activities.
If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including
jail time, the possible loss of export or import privileges, loss of government contracts, fines which may be imposed on us and responsible employees or
managers. Some of these violations are strict liability offenses meaning we can violate the requirements without knowledge of the violation. Obtaining the
necessary authorizations, including any required license, for a particular sale may be time-consuming, is not guaranteed and may result in the delay or loss
of sales opportunities. These laws and regulations change on an ongoing basis and we could be affected by third country similar requirements where we do
business as well as related foreign country retaliation or geopolitical actions. In addition, changes in our software or changes in applicable sanctions, export
or import regulations may create delays in the introduction and sale of our software in international markets, prevent our customers with
Table of Contents
33
international operations from deploying our software or, in some cases, prevent the export or import of our software to certain countries, governments or
persons altogether.
We incorporate encryption technology into portions of our software. Various countries regulate the import of certain encryption technology, including
through import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our software or could limit our
customers’ ability to implement our software in those countries. Encrypted software and the underlying technology may also be subject to export control
restrictions. Governmental regulation of encryption technology and regulation of imports or exports of encryption products, or our failure to obtain required
import or export approval for our software, when applicable, could harm our international sales and adversely affect our revenue. Compliance with
applicable regulatory requirements regarding the export of our software, including with respect to new releases of our software, may create delays in the
introduction of our software in international markets, prevent our customers with international operations from deploying our software throughout their
globally-distributed systems or, in some cases, prevent the export of our software to some countries altogether.
United States export control laws and economic sanction programs prohibit the shipment of certain software and services to countries, governments and
persons that are subject to United States economic embargoes and trade sanctions, including, but not limited to, Iran, Cuba, North Korea, Syria and the
Crimea, Donetsk, and Luhansk regions of Ukraine. Any violations of such economic embargoes and trade sanction regulations could have negative
consequences, including government investigations, civil and criminal penalties and reputational harm. In addition to the embargo absolute prohibitions,
there are other country programs, sectoral sanctions and export requirements that limit our ability to do business in certain countries and regions such as
Russia, Venezuela, China and Hong Kong. The prohibitions are continually changing.
Any change in export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change
in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our software by, or in our decreased
ability to export or license our software to, existing or potential customers with international operations. Any decreased use of our software or limitation on
our ability to export or license our software could adversely affect our business.
Our business is subject to a wide range of laws and regulations, and our failure to comply with those laws and regulations could harm our business.
Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and
enforcing employment and labor laws, workplace safety and environmental laws, privacy and data protection laws, artificial intelligence, financial services
laws, anti-bribery laws, sanctions, national security, import and export controls, anti-boycott, federal securities laws and tax laws and regulations. In certain
foreign jurisdictions, these regulatory requirements may be more stringent than those in the United States. These laws and regulations are subject to change
over time and thus we must continue to monitor and dedicate resources to ensure continued compliance. Non-compliance with applicable regulations or
requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil
and criminal penalties or injunctions and jail time for responsible employees and managers. If any governmental sanctions are imposed, or if we do not
prevail in any possible civil or criminal litigation, our business, operating results, and financial condition could be materially adversely affected. In
addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees.
Enforcement actions and sanctions could harm our business, operating results and financial condition.
If we or any of our employees violate the FCPA, the U.K. Bribery Act or similar anti-bribery laws we could be adversely affected.
The FCPA, the U.K. Bribery Act and similar anti-bribery laws generally prohibit companies and their intermediaries from authorizing, offering or
providing, directly or indirectly, improper payments or benefits for the purpose of obtaining or retaining business to government officials, political parties
and private-sector recipients. United States based companies are required to maintain records that accurately and fairly represent their transactions and have
an adequate system of internal accounting controls. We operate in areas of the world that potentially experience corruption by government officials to some
degree and, in certain circumstances, compliance with anti-bribery laws may conflict with local customs and practices. We cannot assure that our
employees, resellers or distributors will not engage in prohibited conduct. If we are found to be in violation of the FCPA, the U.K. Bribery Act or other
anti-bribery laws, we could suffer criminal or civil penalties or other sanctions.
We have significant deferred tax assets primarily in the United States, which we may not use in future taxable periods.
As of December 31, 2024 and 2023, we had gross deferred tax assets, or DTAs, of $227.4 million and $208.5 million, respectively, primarily related to
capitalized research and development expenses, net operating loss carryforwards, tax credits and share-based compensation. We are entitled to a United
States federal tax deduction when non-qualified stock options, or NSOs, are exercised. For the
Table of Contents
34
2024 tax year, we recorded a net increase in the valuation allowance of $25.2 million for the gross DTAs. Our ability to utilize any net operating losses or
tax credits may be limited under provisions of the Internal Revenue Code of 1986, as amended, or the Code, if we undergo an ownership change (generally
defined as a greater than 50-percentage-point cumulative change, by value, in the equity ownership of certain stockholders over a rolling three-year period).
We also inherited net operating losses, or NOLs, from the acquisitions of Univa and RapidMiner, which are subject to specific limitations on usage. We
may or may not be able to realize the benefits of the acquired NOLs due to a number of factors, including those enumerated above. We may also be unable
to realize our tax credit carryforwards prior to their expiration.
Our NOLs may also be impaired under state laws. In addition, under the 2017 Tax Cuts and Jobs Act, or Tax Act, tax losses generated in taxable years
beginning after December 31, 2017 may be utilized to offset no more than 80% of taxable income annually. There is also a risk that due to regulatory
changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future
income tax liabilities.
For tax years beginning on or after January 1, 2022, the Tax Act eliminates the option to currently deduct certain qualifying research and development
expenses and requires taxpayers to capitalize and amortize such expenses over five years for research activities performed in the United States and 15 years
for research activities performed outside the United States pursuant to Section 174 of the Code. Although Congress is considering legislation that would
repeal or defer this capitalization and amortization requirement, it is not certain that this provision will be repealed or otherwise modified. If the
requirement is not repealed or replaced, it will increase our U.S. federal and state cash taxes and reduce cash flows in fiscal year 2025 and future years.
If our global tax methodology is challenged, our tax expense may increase.
As a global business headquartered in the United States, we are required to pay tax in a number of different countries, exposing us to transfer pricing and
other adjustments. Transfer pricing refers to the methodology of allocating revenue and expenses for tax purposes to particular countries. Taxing authorities
may challenge our transfer pricing methodology, which if successful could increase our professional expenses and result in one-time or recurring tax
charges, a higher worldwide effective tax rate, reduced cash flows, and lower overall profitability of our operations.
Our tax expense could be impacted depending on the applicability of withholding and other taxes including taxes on software licenses and related
intercompany transactions under the tax laws of jurisdictions in which we have business operations. Our future income taxes may fluctuate if there is a
change in the mix of income in the applicable tax jurisdictions in which we operate. We are subject to review and audit by the United States and other
taxing authorities. Any review or audit could increase our professional expenses and, if determined adversely, could result in unexpected costs.
Sales and use, value-added and similar tax laws and rates vary by jurisdiction. Any of these jurisdictions may assert that such taxes are applicable, which
could result in tax assessments, penalties and interest.
We could be subject to adverse changes in tax laws, regulations and interpretations or challenges to our tax positions.
We are subject to tax laws and regulations of the U.S. federal, state and local governments as well as various non-U.S. jurisdictions. Potential changes in
existing tax laws, including future regulatory guidance, may impact our effective income tax rate and tax payments. There can be no assurance that changes
in tax laws or regulations, both within the U.S. and the other jurisdictions in which we operate, will not materially and adversely affect our effective income
tax rate, tax payments, financial condition and results of operations. Similarly, changes in tax laws and regulations that impact our customers and
counterparties or the economy generally may also impact our financial condition and results of operations.
In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure to comply with applicable tax laws and
regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities. Any changes in enacted tax laws, rules or regulatory or judicial
interpretations; any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for
income taxes could materially and adversely impact our effective income tax rate, tax payments, financial condition and results of operations.
Our business may collect personal information and is subject to data protection laws.
Companies that collect or process personal information may be regulated by data protection laws adopted by the United States, various states including
California, Nevada, Virginia, Colorado, Connecticut and Utah, and foreign jurisdictions, including the European Union, the United Kingdom, Canada,
Brazil and China. The European Union General Data Protection Regulation and implementing legislation adopted by member states of the European
Economic Area (“GDPR”) in 2018, and the United Kingdom Data Protection Act 2018 (the
Table of Contents
35
“UK GDPR”) frequently serve as a model for other countries. All of these data protection laws regulate the collection, use, storage, disclosure and security
of personal information, such as names, email addresses, Internet Protocol addresses and other online identifiers, business contact data, and customer
profiles, that may be used to identify or locate an individual, including customers, employees, business contracts, website visitors and users of mobile apps.
The legal, financial and business impact of these data protection laws and regulations is far-reaching and may require us to modify our data processing
practices and policies and incur substantial costs and expenses in an effort to comply. We may be required to implement privacy and security policies,
permit individuals to access and correct their own personal information that is collected, stored or maintained by us, and require us to transfer, delete or
return their personal information. It may also be necessary for us to obtain individuals’ affirmative consent to collect, use or disclose their personal
information for certain purposes. Governmental authorities could prohibit any personal information collected in a country from being transferred or
disclosed outside of that country or condition such transfer or disclosure on compliance with specific requirements or written agreements. We also may find
it necessary or desirable to join industry or other self-regulatory bodies or other information security, or data protection, related organizations that require
compliance with their rules pertaining to information security and data protection. We may agree to be bound by additional contractual obligations relating
to our collection, use and disclosure of personal, financial and other data. Our failure to comply with these data protection laws may result in governmental
actions, fines and non-monetary penalties, or civil actions, and reputational damage, which may harm our business.
Proposed or new legislation and regulations could significantly affect our business.
The GDPR, which became effective in May 2018, applies to all our business conducted in the European Economic Area (the “EEA”). In the post-Brexit
area, our business in the United Kingdom is regulated by the U.K. GDPR that is substantially similar to the GDPR. New data protection laws have just
come into effect in Brazil and China, and a new Indian law has been passed in 2023 and is expected to come into effect soon. In the US, state-specific
general data protection laws are in effect in California, Virginia, Colorado, Nevada, Connecticut, Montana, Delaware, Iowa, Nebraska, New Hampshire,
New Jersey and Utah, and new data protection laws became effective during 2024 in the states of Texas, Florida, Oregon, and Montana. Similar laws will
become effective in the next two years in several states and are pending in many more states. These data protection laws and regulations impose many
obligations, and we will need to continue dedicating financial resources and management time to compliance and training in the coming years. Data
protection laws, for example, may require, that regulated entities expand disclosures about how personal data is used, mechanisms for obtaining consent
from data subjects, controls for data subjects with respect to their personal data (including by enabling them to exercise rights to erasure and data
portability), limitations on retention of personal data and mandatory data breach notifications. There are also restrictions on data transfers and the security
of the personal data, frequently with substantial fines and penalties associated with violations (including liability for private action in the US). The GDPR,
for example, provides that supervisory authorities in the European Union may impose administrative fines for certain infringements of the GDPR (up to
EUR 20,000,000, or 4% of an undertaking’s total, worldwide, annual revenue, whichever is higher). Individuals who sustain damages because a regulated
entity fails to comply with the GDPR have the right to seek compensation from such entity directly. Compliance with data protection laws, the rapid pace
of adopting new and amended laws, and necessary monitoring and training will require significant expenditure of resources on an ongoing basis, and there
can be no assurance that the measures we have taken for the purposes of compliance will be successful in preventing violations of such laws, cyberattacks,
governmental actions or civil proceedings. Given the potential fines, liabilities and damage to our reputation in the event of an actual or perceived violation
of data protection laws, any violation may have an adverse effect on our business and operations.
As the number of jurisdictions with data privacy regulations increase and our global footprint expands, we anticipate that it will be necessary for us to
increase the amount we expend on compliance and training in this area.
Risks related to ownership of our Class A common stock
An active public trading market for our Class A common stock may not be sustained.
Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ALTR.” However, we cannot assure you that an active trading
market will be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you
consider reasonable. The lack of an active market may also reduce the price of shares of Class A common stock. An inactive market may impair our ability
to raise capital by selling shares and our ability to use our capital stock to acquire other companies or technologies. We cannot predict the prices at which
our Class A common stock will trade. Our Class A common stock will cease to be publicly traded upon consummation of our pending Merger with
Siemens Industry.
The market price of our Class A common stock can be volatile.
The market price of our Class A common stock has and may continue to fluctuate from time to time. Our market price may continue to fluctuate
substantially depending on a number of factors, many of which are beyond our control and may not be related to our operating
Table of Contents
36
performance. These fluctuations could cause you to lose all or part of your investment in our Class A common stock, since you might not be able to sell
your shares at or above the price you paid for our Class A common stock. Factors that could cause fluctuations in the market price of our Class A common
stock include the following:
•
any event that results in the termination of our Merger Agreement with Siemens Industry or materially delays the consummation of that
transaction;
•
price and volume fluctuations in the overall stock market from time to time, including as a result of trends in the economy as a whole;
•
volatility in the market prices and trading volumes of technology stocks;
•
changes in operating performance and stock market valuations of other technology companies generally, or those in our industries in
particular;
•
the volume of shares of our Class A common stock available for public sale;
•
sales of shares of our Class A common stock;
•
additional shares of our Class A common stock being sold into the market by our existing stockholders, or the anticipation of such sales,
including sales of our Class A common stock upon exercise of outstanding options or upon conversion of our Class B common stock into
shares of Class A common stock;
•
failure of financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure
to meet these estimates or the expectations of investors;
•
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
•
announcements by us or our competitors of new software or new or terminated significant contracts, commercial relationships or capital
commitments;
•
public analyst or investor reaction to our press releases, other public announcements and filings with the SEC;
•
rumors and market speculation involving us or other companies in our industry;
•
actual or anticipated changes or fluctuations in our operating results;
•
actual or anticipated developments in our business, our customers’ businesses, or our competitors’ businesses or the competitive landscape
generally;
•
litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
•
developments or disputes concerning our intellectual property or our solutions, or third-party proprietary rights;
•
announced or completed acquisitions of businesses or technologies by us or our competitors;
•
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
•
changes in accounting standards, policies, guidelines, interpretations or principles;
•
any major changes in our management or our board of directors;
•
general economic conditions and slow or negative growth of our markets; and
•
other events or factors, including those resulting from major weather events, war, potential global health issues, incidents of terrorism or
responses to these events.
Table of Contents
37
In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may affect the
market price of our Class A common stock, regardless of our actual operating performance. In the past, following periods of volatility in the overall market
and the market prices of a particular company’s securities, securities class action litigation has often been instituted against that company. We may become
the target of this type of litigation in the future. Securities litigation, if instituted against us, could result in substantial costs and divert our management’s
attention and resources from our business.
We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation
in the price of our Class A common stock.
We have never declared or paid any cash dividends on our Class A common stock. We currently intend to retain all available funds and any future earnings
for use in the operation of our business and do not anticipate paying any dividends on our Class A common stock in the foreseeable future. Any
determination to pay dividends in the future will be at the discretion of our board of directors and subject to restrictions set forth in our Merger Agreement
with Siemens Industry. Consequently, your only opportunity to achieve a return on your investment in our company will be if the market price of our Class
A common stock appreciates and you sell your shares at a profit. There is no guarantee that the price of our Class A common stock that will prevail in the
market will ever exceed the price that you paid.
If we fail to maintain effective internal controls, we may not be able to report financial results accurately or on a timely basis, or to detect fraud, which
could have a material adverse effect on our business or share price.
Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports and to effectively prevent financial
fraud. Pursuant to the Sarbanes-Oxley Act of 2002, or SOX, we are required to periodically evaluate the effectiveness of the design and operation of our
internal controls. Internal controls over financial reporting may not prevent or detect misstatements because of inherent limitations, including the possibility
of human error or collusion, the circumvention or overriding of controls, or fraud. If we fail to maintain an effective system of internal controls, our
business and operating results could be harmed, and we could fail to meet our reporting obligations, which could have a material adverse effect on our
business and our share price.
As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls.
Section 404 of SOX requires annual management assessments of the effectiveness of our internal controls over financial reporting. We have designed,
implemented and tested the internal control over financial reporting required to comply with this obligation, which was and is time consuming, costly, and
complicated. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We
cannot assure investors that we will not have material weaknesses in the future. If we identify material weaknesses in our internal control over financial
reporting in the future or if we are unable to successfully remediate the identified material weaknesses or, if we are unable to comply with the requirements
of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and
completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to
investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial
and management resources.
If financial or industry analysts do not publish research or reports about our business or if they issue inaccurate or unfavorable commentary or
downgrade our Class A common stock, our stock price and trading volume could decline.
The trading market for our Class A common stock may be influenced by the research and reports that industry or financial analysts publish about us or our
business. We do not control these analysts, or the content and opinions included in their reports. If any of the analysts who cover us issue an inaccurate or
unfavorable opinion regarding our stock price, our stock price would likely decline. In addition, the stock prices of many companies in the technology
industry have declined significantly after those companies have failed to meet, or often times failed to exceed, the financial guidance publicly announced
by the companies or the expectations of analysts. Upon entering into our Merger Agreement with Siemens Industry, we announced that we were
suspending our practice of providing guidance with respect to our results of operations. If we resume our practice of providing such guidance and our
financial results fail to meet, or fail to exceed, our announced guidance or the expectations of analysts or public investors, analysts could downgrade our
Class A common stock or publish unfavorable research about us. If one or more of these analysts cease coverage of our company or fail to publish reports
on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
Table of Contents
38
Future sales of substantial amounts of our Class A common stock may cause our stock price to decline.
Future sales of a substantial number of shares of our Class A common stock, particularly sales by our directors, executive officers and significant
stockholders could adversely affect the market price of our Class A common stock and may make it more difficult to sell Class A common stock at a time
and price that you deem appropriate. As of December 31, 2024, we had an aggregate of 60,180,921 shares of Class A common stock and 25,393,574 shares
of Class B common stock outstanding.
Shares held by directors, executive officers and other affiliates are subject to volume limitations under Rule 144 under the Securities Act and various
vesting agreements.
We have registered the offer and sale of an aggregate of a substantial number of shares of Class A common stock that have been issued or reserved for
future issuance under our equity compensation plans on a Form S-8 registration statement. These shares can be freely sold in the public market upon
issuance, unless they are held by “affiliates,” as that term is defined in Rule 144 of the Securities Act. Additionally, the number of shares of Class A
common stock available for grant and issuance under our 2017 Equity Incentive Plan is subject to an automatic annual increase on January 1 of each year
beginning in 2018 by an amount equal to the lesser of (i) 3% of the number of shares of all classes of our common stock outstanding on December 31 of
the preceding calendar year or (ii) a lesser number of shares of Class A common stock determined by our board of directors. We also intend to register the
offer and sale of any shares of Class A common stock resulting from such increases. If the holders of these shares choose to sell a large number of shares,
they could adversely affect the market price for our Class A common stock.
We may also issue shares of our Class A common stock or securities convertible into shares of our Class A common stock from time to time in connection
with a financing, acquisition, investment or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the
trading price of our Class A common stock to decline.
The dual class structure of our common stock has the effect of concentrating voting control with certain stockholders who hold shares of our Class B
common stock, including our founders, who hold in aggregate approximately 81% of the voting power of our capital stock. This will limit or preclude
your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, or other major corporate
transaction requiring stockholder approval.
Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. Our Class B stockholders, including our
founders, hold, in aggregate approximately 81% of the voting power of our capital stock. The ten-to-one voting ratio between our Class B and Class A
common stock, results in the holders of our Class B common stock collectively controlling a majority of the combined voting power of our common stock
and therefore being able to control all matters submitted to our stockholders for approval until 2029, or upon the occurrence of a triggering event at which
time all shares of our Class B common stock will automatically convert into shares of our Class A common stock, or on an earlier date, each as set forth in
our Delaware certificate of incorporation.
This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors,
amendments of our organizational documents, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or
discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.
Future transfers by holders of our Class B common stock will generally result in those shares converting to Class A common stock, subject to the specific
exceptions set forth in our Delaware certificate of incorporation, such as certain transfers effected for estate planning purposes and between or among our
founders. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of
those holders of Class B common stock who retain their shares in the long-term.
Certain provisions in our charter documents and Delaware law could prevent an acquisition of our company if our Merger Agreement with Siemens
Industry were terminated, limit attempts by our stockholders to replace or remove members of our board of directors or current management and may
adversely affect the market price of our Class A common stock.
Our Delaware certificate of incorporation and bylaws contain provisions that could delay or prevent a change in control of our company that stockholders
may consider favorable if our Merger Agreement with Siemens Industry were terminated, including transactions in which stockholders might otherwise
receive a premium for their shares. These provisions may also prevent or delay attempts by stockholders to replace or remove our current management or
members of our board of directors. These provisions include:
•
providing for a dual class common stock structure for 12 years following the completion of our IPO;
Table of Contents
39
•
providing for a classified board of directors with staggered three-year terms, which could delay the ability of stockholders to change the
membership of a majority of our board of directors;
•
authorizing our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including
preferences and voting rights, without stockholder approval;
•
the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our chief executive
officer, our president, or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of
a proposal or to take action, including the removal of directors;
•
requiring the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of the voting stock,
voting together as a single class, to adopt, amend, or repeal provisions of (i) our certificate of incorporation relating to the issuance of
preferred stock without stockholder approval, voting rights of our Class A common stock and our Class B common stock, and management
of our business, and (ii) our bylaws relating to the ability of stockholders to call a special meeting and amending our bylaws in their entirety,
which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;
•
the ability of our board of directors, by majority vote, to amend our bylaws, which may allow our board of directors to take additional actions
to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt; and
•
requiring advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose
matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of
proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large
stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.
These and other provisions in our certificate of incorporation, our bylaws and under Delaware law could discourage potential takeover attempts if our
Merger Agreement with Siemens Industry were terminated, reduce the price that investors might be willing to pay for shares of our Class A common stock
in the future and result in the market price being lower than it would be without these provisions.
Risks Related to Our Indebtedness
Our Convertible Notes due in 2027, are effectively subordinated to our secured debt and any liabilities of our subsidiaries.
The Convertible Senior Notes due in 2027 (the "Convertible Notes") rank senior in right of payment to any of our indebtedness that is expressly
subordinated in right of payment to the Convertible Notes; equal in right of payment to any of our liabilities that are not so subordinated; effectively junior
in right of payment to any of our secured indebtedness (including all amounts outstanding under our revolving credit facility) to the extent of the value of
the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. In the
event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secure debt ranking senior or equal in right of payment to the
Convertible Notes (including all amounts outstanding under our revolving credit facility) will be available to pay obligations on the Convertible Notes only
after the secured debt has been repaid in full from these assets, and the assets of our subsidiaries will be available to pay obligations on the Convertible
Notes only after all claims senior to the Convertible Notes have been repaid in full. There may not be sufficient assets remaining to pay amounts due on
any or all of the Convertible Notes then outstanding. The indenture governing the Convertible Notes will not prohibit us from incurring additional senior
debt or secured debt, nor does it prohibit any of our subsidiaries from incurring additional liabilities.
The Convertible Notes are our obligations only and a substantial portion of our operations are conducted through, and a substantial portion of our
consolidated assets are held by, our subsidiaries.
Table of Contents
40
The Convertible Notes are our obligations exclusively and are not guaranteed by any of our operating subsidiaries. A substantial portion of our operations
is conducted through, and a substantial portion of our consolidated assets is held by, our subsidiaries. Accordingly, our ability to service our debt, including
the Convertible Notes, depends in part on the results of operations of our subsidiaries and upon the ability of such subsidiaries to provide us with cash,
whether in the form of dividends, loans or otherwise, to pay amounts due on our obligations, including the Convertible Notes. Our subsidiaries are separate
and distinct legal entities and have no obligation, contingent or otherwise, to make payments on the Convertible Notes or to make any funds available for
that purpose. In addition, dividends, loans or other distributions to us from such subsidiaries may be subject to contractual and other restrictions and are
subject to other business considerations.
Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our future indebtedness, including the amounts payable under
our revolving credit facility and the Convertible Notes, depends on our future performance, which is subject to economic, financial, competitive and other
factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make
necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets,
restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will
depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities
on desirable terms, which could result in a default on our debt obligations. In addition, the credit agreement governing our revolving credit facility contains,
and any of our future debt agreements may contain restrictive covenants that may prohibit us from adopting any of these alternatives. Our failure to comply
with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debt.
We may still incur substantially more debt or take other actions which would intensify the risks discussed above.
We and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of
which may be secured debt. We will not be restricted under the terms of the indenture governing the Convertible Notes from incurring additional debt,
securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the indenture governing the
Convertible Notes that could have the effect of diminishing our ability to make payments on the Convertible Notes when due. Our existing revolving credit
facility restricts our ability to incur additional indebtedness, including secured indebtedness, but if those restrictions are waived, or the facility matures or is
repaid, we may not be subject to such restrictions under the terms of any subsequent indebtedness.
We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes
upon a fundamental change, and our current debt contains, and our future debt may contain, limitations on our ability to pay cash upon conversion or
repurchase of the Convertible Notes.
Holders of the Convertible Notes will have the right to require us to repurchase their Convertible Notes upon the occurrence of a fundamental change at a
defined repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In
addition, consummation of our pending Merger with Siemens Industry will constitute a make-whole fundamental change, and we will be required to
temporarily increase the conversion rate. Upon conversion of the Convertible Notes, unless we elect to deliver solely shares of our Class A common stock
to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the
Convertible Notes being converted. However, we may not have enough available cash or be able to obtain financing on favorable terms or at all at the time
we are required to make repurchases of Convertible Notes surrendered therefor or Convertible Notes being converted. Once the Merger is consummated,
we will settle conversions solely in cash based upon per share Merger Consideration payable under the Merger Agreement.
In addition, our ability to repurchase the Convertible Notes or to pay cash upon conversions of the Convertible Notes may be limited by law, by regulatory
authority or by agreements governing our indebtedness including our existing revolving credit facility. Our failure to repurchase Convertible Notes at a
time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the Convertible Notes as required by the
indenture would constitute a default under the indenture. A default under the indenture or the occurrence of a fundamental change itself would likely also
lead to a default under our revolving credit facility and may lead to a default under agreements governing our future indebtedness. If the repayment of the
related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and
repurchase the Convertible Notes or make cash payments upon conversions thereof.
Table of Contents
41
Our revolving credit facility limits our ability to pay any cash amount upon the conversion or repurchase of the Convertible Notes.
Our existing revolving credit facility prohibits us from making any cash payments on the conversion or repurchase of the Convertible Notes if a default
under such credit facility exists or would be created thereby. In addition, our ability to make cash payments on the conversion or repurchase of the
Convertible Notes will be limited to the extent we do not satisfy certain financial covenant tests after giving effect to such payments. Any new credit
facility that we may enter into may have similar restrictions. Our failure to make cash payments upon the conversion or repurchase of the Convertible
Notes as required under the terms of the Convertible Notes would permit holders of the Convertible Notes to accelerate our obligations under the
Convertible Notes.
Our loan agreements contain operating and financial covenants that may restrict our business and financing activities.
Our credit agreement, as amended, provides for an initial aggregate commitment amount of $200 million, with a sublimit for the issuance of letters of credit
of up to $5.0 million and a sublimit for swing line loans of up to $5.0 million and matures on December 31, 2025 (the “2019 Amended Credit Agreement”).
Our 2019 Amended Credit Agreement is unconditionally guaranteed by us and all existing and subsequently acquired controlled domestic subsidiaries. It is
also collateralized by a first priority, perfected security interest in, and mortgages on, substantially all of our tangible assets. The 2019 Amended Credit
Agreement contains operating financial restrictions and covenants, including liens, limitations on indebtedness, fundamental changes, limitations on
guarantees, limitations on sales of assets and sales of receivables, dividends, distributions and other restricted payments, transactions with affiliates,
prepayment of indebtedness and limitations on loans and investments in each case subject to certain exceptions. In addition, the 2019 Amended Credit
Agreement contains financial covenants relating to maintaining a maximum senior secured leverage ratio of 3.0 to 1.0, as defined in the 2019 Amended
Credit Agreement. The restrictions and covenants in the 2019 Amended Credit Agreement, as well as those contained in any future debt financing
agreements that we may enter into, may restrict our ability to finance our operations and engage in, expand or otherwise pursue our business activities and
strategies. Our ability to comply with these covenants and restrictions may be affected by events beyond our control, and breaches of these covenants and
restrictions could result in a default under the loan agreement and any future financing agreements that we may enter into.
Provisions relating to the conversion of our Convertible Notes may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the Convertible Notes is triggered prior to the consummation of the Merger, holders of the Convertible
Notes will be entitled to convert the Convertible Notes at any time during specified periods prior to the consummation of the Merger at their option. If one
or more holders elect to convert their Convertible Notes at such time, unless we elect to satisfy our conversion obligation by delivering solely shares of our
Class A common stock (other than paying cash in lieu of delivering any fractional share) with respect to the Convertible Notes, we would be required to
settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders of
the Convertible Notes do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion
of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net
working capital. Our business may not continue to generate cash flow from operations in the future sufficient to satisfy our obligations under our existing
indebtedness, and any future indebtedness we may incur, and to make necessary capital expenditures. If we are unable to generate such cash flow, we may
be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, refinancing, or obtaining
additional equity capital on terms that may be onerous or highly dilutive.
Transactions relating to the Convertible Notes may affect the value of our Class A common stock.
The conversion of some or all of the Convertible Notes would dilute the ownership interests of existing stockholders to the extent we satisfy our conversion
obligation by delivering shares of our Class A common stock upon any conversion of the Convertible Notes. If holders of our Convertible Notes elect to
convert their notes prior to the consummation of the Merger, we may settle our conversion obligation by delivering to them a significant number of shares
of our Class A common stock, which would cause dilution to our existing stockholders.
General Risk Factors
If we are unable to attract and retain key personnel, we may be unable to achieve our business objectives.
Our business is dependent on our ability to attract and retain highly skilled software engineers, data scientists, salespeople, and support teams. There is
significant industry competition for these individuals. We have many employees whose equity awards in our company are fully vested and may increase
their personal wealth, which could affect their decision to remain with the Company. Failure to attract or retain key personnel could delay or prevent the
achievement of our business objectives.
Table of Contents
42
We may require additional capital to support our business, which may not be available on acceptable terms.
We expect to continue to make investments in our business, which may require us to raise additional funds if our Merger Agreement is terminated for any
reason. We may raise these funds through either equity or debt financings. Issuances of equity or convertible debt securities may significantly dilute
stockholders and any new equity securities could have rights, preferences and privileges superior to those holders of our Class A common stock. In addition
to the restrictions under our current credit agreement, any future debt financings could contain restrictive covenants relating to our capital raising activities
and other financial and operational matters, which may make it more difficult for us to obtain additional capital, manage our business and pursue business
opportunities, including potential acquisitions.
We may not be able to obtain additional financing on terms favorable to us. If we are unable to obtain adequate financing or financing on terms satisfactory
to us when we require it, our ability to continue to support our growth, develop new software or add capabilities and enhancements to our existing software
and respond to business challenges could be significantly impaired, and our business may be adversely affected.
The estimates of market opportunity and forecasts of market growth included in our periodic reports or other public disclosures may prove to be
inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
Market opportunity estimates and growth forecasts included in our periodic reports or other public disclosures, including those we have generated
ourselves, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Even if the market in which
we compete meets the size estimates and growth forecasted in our periodic reports or other public disclosures, our business could fail to grow for a variety
of reasons, which would adversely affect our results of operations.
Adverse global conditions, including economic uncertainty, may negatively impact our financial results.
Global conditions, dislocations in the financial markets, any negative financial impacts affecting United States corporations operating on a global basis as a
result of tax reform or changes to existing trade agreements or tax conventions, inflation, or rising interest rates, could adversely impact our business in a
number of ways, including longer sales cycles, lower prices for our software license fees, reduced licensing renewals, customer disruption or foreign
currency fluctuations.
In addition, the global macroeconomic environment could be negatively affected by, among other things, instability in global economic markets, increased
U.S. trade tariffs and trade disputes with other countries, instability in the global credit markets, supply chain weaknesses, instability in the geopolitical
environment as a result of geopolitical tensions and conflicts, ongoing efforts to defend U.S. national security, and foreign governmental debt concerns.
Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and in global financial markets.
During challenging economic times our customers may be unable or unwilling to make timely payments to us, which could cause us to incur increased bad
debt expenses. Our customers may unilaterally extend the payment terms of our invoices, adversely affecting our short-term or long-term cash flows.
Business interruptions could adversely affect our business.
Our operations and our customers are vulnerable to interruptions by fire, flood, earthquake, power loss, telecommunications failure, terrorist attacks, wars,
environmental events and climate change, and other events beyond our control. A catastrophic event that results in the destruction of any of our critical
business or information technology systems could severely affect our ability to conduct normal business operations, including system interruptions,
reputational harm, delays in our software development, breaches of data security and loss of critical data.
We rely on our network and third-party infrastructure and applications, internal technology systems, and our websites for our development, marketing,
operational support, hosted services and sales activities. If these systems were to fail or be negatively impacted as a result of a natural disaster or other
event, our ability to deliver software and training to our customers could be impaired.
In addition, the occurrence of an epidemic or a pandemic, such as the COVID-19 pandemic, may have an adverse effect on our operating results. The
impacts of a potential epidemic or pandemic, or a resurgence of COVID-19, could pose the risk that we or our employees, suppliers, customers and others
may be restricted or prevented from conducting business activities for indefinite or intermittent periods of time, including as a result of employee health
and safety concerns, shutdowns, shelter in place orders, travel restrictions and other actions and restrictions that may be prudent or required by
governmental authorities. The extent to which epidemics and pandemics impact our
Table of Contents
43
financial condition or results of operations will depend on many factors outside of our control and whether there is a material impact on the businesses or
productivity of our customers, employees, suppliers and other partners.
Our business interruption insurance may not be sufficient to compensate us fully for losses or damages that may occur as a result of these events, if at all.
Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.
GAAP are subject to interpretation by the Financial Accounting Standards Board, or FASB, the United States Securities and Exchange Commission, or the
SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a
significant effect on our reported financial results for periods prior and subsequent to such change. The adoption of new standards may require
enhancements or changes in our systems and will continue to require significant time and effort of our financial management team.
We cannot predict the impact of all of the future changes to accounting principles or our accounting policies on our consolidated financial statements going
forward, which could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the
announcement of the change. In addition, if we were to change our critical accounting estimates, including those related to the recognition of license
revenue and other revenue sources, our operating results could be significantly affected.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
We believe cybersecurity is a necessity for operating our business. As a global leader in computational science and artificial intelligence, we face many
cybersecurity threats that range from common attack patterns, such as ransomware and denial-of-service, to attacks from sophisticated and persistent
adversaries, including nation state actors, that target companies with innovative technology. Our customers, vendors and other third-party partners face
similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations,
performance and results of operations. These cybersecurity threats and related risks make it imperative that we carefully execute our cybersecurity
operations, strategy and governance.
The Board of Directors are informed of cybersecurity risks and provide oversight to the executive management team with the day-to-day responsibility of
cybersecurity functions, auditing and budget. Senior leadership, including our Chief Information Security Officer (CISO), regularly briefs the Board of
Directors on our cybersecurity and information security posture and the Board of Directors is apprised of cybersecurity incidents deemed to impair data
confidentiality, integrity and/or availability. In the event of an incident, we intend to follow our customized incident response playbooks, which outline the
steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas (e.g. legal), as well as senior
leadership and the Board, as appropriate. Our procedures vary slightly depending on the type of incident at issue (e.g., account compromise, malware, data
loss) as well as the data compromised.
Our corporate information security team, led by our CISO, is responsible for our overall information security strategy, policy, security engineering, security
operations (as a second line of defense) and cyber threat detection and response. The current CISO has more than ten years’ experience in cybersecurity
and 35 years as an information technology professional. Given that our CISO has more than 25 years at the Company in multiple positions, he helped
incubate and grow our corporate information security team into what it is today. During 2024 Altair chose to grow its security team further, recognizing the
ever-increasing threats; a Director for IT Security was brought on board and a number of global staff were added to the Security Operations team. Our
information security management philosophy is one of cyber risk prevention and we have the ultimate goal of preventing cyber incidents. Simultaneously,
our information security team focuses on increasing our system resilience to minimize data breach (or other compromise) business impact should an
incident occur. Cybersecurity is not the sole responsibility of our information security team. During 2024 and into 2025 we have increased the Security
team involvement with business leaders. Our Security team works closely with internal departments to keep security at the forefront. Our employees and
vendors also play a role in our company’s cybersecurity efforts. Through our cybersecurity awareness training and other team training we are fostering a
culture that all employees and vendors have a role in our cybersecurity defenses.
The corporate information security team has implemented a governance structure and processes to assess, identify, manage and report cybersecurity risks.
We also have threat intelligence and insider threat programs to identify external and internal threats, and to mitigate
Table of Contents
44
those threats in a timely manner to the best of our ability. In addition, we have further developed security corporate practices, controls, and frameworks,
which we believe enhance our ability to identify and manage cybersecurity risks.
We employ a data privacy counsel to specifically improve our responses to growing international privacy laws. We believe that this enhances our data
control and thus may reduce risk.
Third parties also play a role in our cybersecurity and supplement our program. We engage third-party services in some vital areas of our business to
conduct evaluations of our security controls, whether through penetration testing, independent audits or consulting on best practices to address new
challenges. Additionally, we leverage a Security Operations Center ("SOC")-as-a-Service provider to ensure continuous monitoring and rapid response to
potential threats, enhancing our ability to maintain a robust security posture at all times.
We employ risk management functionality and document enterprise information security risks. Our information security team maintains documentation to
assess risk and mitigate cyber risk in alignment with risk (understanding general impact and likelihood of risk exploitation), resources, and business
process. Cybersecurity risks are tracked throughout the risk management process from risk mitigation to ultimate completion of remediation. From time-
to-time significant risks may be escalated to the executive management team and/or the Board in the existing executive management processes for
cybersecurity and Board briefing schedule.
We rely on our indirect sales channel partners and supply chain to deliver our products and services to our customers, and a cybersecurity incident at a
channel partner, supplier, subcontractor or joint venture partner could materially adversely impact us. We also contractually flow cybersecurity regulatory
requirements to our subcontractors in alignment with legal and contractual obligations. Extensive international law and US-sector specific laws pertaining
to privacy and data security may create challenges for our supply chain and increase costs as we continue to flow down legal obligations.
Despite our careful planning, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
While the Company maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A.
“Risk Factors” for a discussion of cybersecurity risks.
Table of Contents
45
Item 2. Properties
Our corporate headquarters are located in Troy, Michigan. We own our corporate headquarters facility, and an undeveloped parcel of land adjacent to our
headquarters, which we may develop over the next few years.
We lease or sublease all of our other domestic and international offices. We expect to add facilities as we grow our employee base and expand
geographically. We do not manage our facilities by segment because they may be used for multiple purposes, such as administration, sales, and
development. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space
will be available to accommodate expansion of our operations.
Item 3. Legal Proceedings
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such
lawsuits are unsuccessful, defending against these claims can result in substantial costs. Stockholders of Altair have filed, and may in the future file,
lawsuits against Altair and/or the directors and officers of Altair in connection with the Merger. As of the date of this Annual Report on Form 10-K, three
Lawsuits relating to the Merger have been filed: (i) Elstein v. Altair Engineering Inc., et al., Case No. 2025-211856-CB (i.e., the Elstein Lawsuit), which
was filed in the State of Michigan Circuit Court for the Sixth Judicial Circuit, Oakland County, on January 3, 2025 and (ii) Jones v. Altair Engineering Inc.,
et al., Index No. 650098/2025 (i.e., the Jones Lawsuit) and Kent v. Altair Engineering Inc., et al., Index No. 650113/2025 (i.e., the Kent Lawsuit), both of
which were filed in the Supreme Court of the State of New York, County of New York, on January 7, 2025 and January 8, 2025, respectively. The Elstein
Lawsuit was filed by a purported stockholder of the Company as an individual action and alleges that the Proxy Statement was materially incomplete due
to certain misrepresentations and omissions in violation of Michigan’s Uniform Securities Act and Michigan common law. The Elstein Lawsuit names as
defendants the Company, its directors and Siemens Industry, and seeks, among other relief, an order enjoining the closing of the vote on the Merger. The
Jones Lawsuit and the Kent Lawsuit were each filed by a purported stockholder of the Company as an individual action and allege that the Proxy Statement
was materially incomplete due to certain misrepresentations and omissions in violation of New York common law. The Jones Lawsuit and Kent Lawsuit
name as defendants the Company and its directors and seek, among other relief, an order enjoining the consummation of the Merger. The Elstein Lawsuit
was voluntarily dismissed with prejudice in January 2025 prior to the consummation of the Merger. These lawsuits could prevent or delay the completion
of the Merger and result in significant costs to Altair, including any costs associated with the indemnification of directors and officers.
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business unrelated to the Merger. 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 4. Mine Safety Disclosures
Not applicable.
Table of Contents
46
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
Our Class A common stock began trading on the Nasdaq Global Select Market under the symbol “ALTR” on November 1, 2017.
Our Class B common stock is not listed nor traded on any stock exchange.
Holders
As of February 3, 2025, there were approximately 400 registered stockholders of our Class A common stock and 4 registered stockholders of our Class B
common stock. We are unable to estimate the total number of stockholders because many of our shares of Class A common stock are held by brokers,
banks or other institutions on behalf of stockholders.
Dividends
We have never declared or paid any cash dividends on our common stock. We currently do not anticipate paying any dividends on our common stock in the
foreseeable future. The terms of the Merger Agreement prohibit the payment of dividends by Altair. The terms of our 2019 Amended Credit Agreement
also restrict our ability to pay dividends, and we may also enter into credit agreements or other borrowing arrangements in the future that will restrict our
ability to declare or pay cash dividends on our capital stock. Absent contractual prohibitions, any future determination regarding the declaration and
payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial
condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
There can be no assurance that any dividends will be paid in the future.
Performance Graph
The following shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference
into any of our other filings under the Securities Exchange Act of 1934, as amended, or the Securities Act.
The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Nasdaq Composite
Index and the Nasdaq Computer Index. The graph assumes $100 was invested at the market close on December 31, 2019, in our Class A common stock,
the Nasdaq Composite Index and the Nasdaq Computer Index.
Data for the Nasdaq Composite Index and the Nasdaq Computer Index assumes reinvestment of dividends.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A
common stock.
Table of Contents
47
NOTE: Index Data: Copyright NASDAQ OMX, Inc. Used with permission. All rights reserved.
Item 6. Reserved
Table of Contents
48
Item 7. 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 audited consolidated
financial statements (and notes thereto) for the year ended December 31, 2024 included elsewhere in this Annual Report on Form 10-K. This discussion
contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors
that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
Overview
We are a global leader in computational intelligence providing software and cloud solutions in simulation, high-performance computing ("HPC"), data
analytics, and artificial intelligence ("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.
Our simulation and AI-driven approach to innovation is powered by our broad portfolio of high-fidelity and high-performance physics solvers, our market-
leading technology for optimization and HPC, and our end-to-end platform for developing AI and Internet of Things (“IoT”) solutions. Our integrated suite
of software optimizes design performance across multiple disciplines encompassing structures, motion, fluids, thermal, electromagnetics, system modeling,
and embedded systems, while also providing AI solutions and true-to-life visualization and rendering. Our HPC solutions maximize the efficient utilization
of complex compute resources and streamline the workflow management of compute-intensive tasks for applications including AI, modeling and
simulation, and visualization. Our data analytics, AI and IoT products include data preparation, data science, MLOps, orchestration, and visualization
solutions that fuel engineering, scientific, and business decisions.
Altair’s software products represent a comprehensive, open architecture solution for simulation, HPC, data analytics, and AI to empower decision making
for improved product design and development, manufacturing, energy management and exploration, financial services, health care, and retail operations.
We believe Altair’s solutions are compelling due to their openness and usability.
Altair’s products offer a comprehensive set of technologies to design and optimize high-performance, efficient, innovative and sustainable products and
processes in an increasingly connected world. Our products are categorized by:
•
Physics Simulation and Concept Design;
•
High Performance and Cloud Computing; and
•
Data Analytics, AI, IoT and Smart Product Development.
Altair also provides Client Engineering Services, or CES, to support our customers with long-term ongoing expertise. This has the benefit of embedding us
within customers, deepening our understanding of their processes, and allowing us to more quickly perceive trends in the overall market. Our presence at
our customers’ sites helps us to better tailor our software products’ research and development, or R&D, and sales initiatives.
Licensing
There are two licensing methods we employ to deliver our software solutions:
•
Most products are available under our unique, patented units-based licensing model known as Altair Units.
•
A small subset of our products is available on a node-locked, or hardware specific, and named-user basis. This is especially true for our high-
performance computing solutions.
Altair pioneered Altair Units, a patented units-based subscription licensing model for software and other digital content. This units-based subscription
licensing model allows flexible and shared access to our offerings, along with more than 150 partner products. Our customers license a pool of units for
their organizations giving individual users access to our portfolio of software applications as well as our growing portfolio of partner products. We believe
our units-based subscription licensing model lowers barriers to adoption, creates broad engagement, encourages users to work within our ecosystem, and
increases revenue. This, in turn, helps drive our recurring software license rate which has been on average approximately 92% over the past five years.
Historically, approximately 60% of new software revenue comes from expansion within existing customers.
Table of Contents
49
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.
(“Siemens Industry”) and Astra Merger Sub Inc., a wholly owned subsidiary of Siemens Industry (“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 Siemens Industry. Our Board
of Directors has unanimously approved the Merger Agreement and, on January 22, 2025, our stockholders holding a majority of the voting power of the
outstanding Class A Common Stock and Class B Common Stock (collectively, the “Common Shares”) entitled to vote on the adoption of the Merger
Agreement, voting together as a single class, approved 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 Common Share
(including any Common Shares to the extent issued in accordance with the terms of the Merger Agreement and the Company’s Indenture, but excluding (i)
Common Shares held by the Company as treasury shares or owned by Siemens Industry, Merger Sub, or any other subsidiary of Siemens Industry
immediately prior to the Effective Time and (ii) Common Shares with respect to which appraisal rights are validly and properly demanded and not
withdrawn or lost under Section 262 of the Delaware General Corporation Law) 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 Siemens Industry 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.
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. The “fiduciary out” provisions in the
Merger Agreement are no longer applicable, given the approval of the Merger by the Company's stockholders.
The Merger Agreement contains certain customary termination rights for the Company and Siemens Industry. The Company and Siemens Industry may
agree to terminate the Merger Agreement by mutual written consent. Either the Company or Siemens Industry 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 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, or (iii) 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.
Siemens Industry is required to pay to the Company a one-time fee equal to $638 million if the Merger Agreement is terminated by the Company or
Siemens Industry (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 remains subject to customary closing conditions, including, (i) 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 and (ii) 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 jurisdictions. The
obligation of each party to consummate the Merger is also conditioned upon (i) performance and compliance by the other party in all material respects with
its pre-closing obligations and covenants under the Merger Agreement, (ii) the accuracy of the representations and warranties of the other party as of the
closing (subject to customary materiality qualifiers), and (iii) in Siemens Industry’s case, the absence of a continuing material adverse effect with respect to
the Company and its subsidiaries, taken as a whole. The Company now anticipates that the Merger may close in the first half of 2025.
Table of Contents
50
Acquisitions
In August 2024, we acquired KSK Analytics ("KSK"), 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.
In July 2024, we acquired Metrics Design Automation Inc. (“Metrics”), a Canadian company with 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 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 April 2024, we acquired the assets of 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.
We believe that our recent acquisitions result in certain benefits, including expanding our portfolio of software products and enabling us to better serve our
customer’s 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.
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. See Part I, Item 1A. – Risk Factors included elsewhere in this Annual Report on Form 10-K.
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 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. Furthermore, we may choose to grow our
business for the long-term rather than 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.
Foreign currency fluctuations
Because of our substantial international operations, we are exposed to foreign currency risks that arise from our normal business operations, as well as 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. Our 2024 revenue and profit were adversely affected relative to the prior year by changes in foreign
currency rates and we anticipate that this may continue in 2025.
Table of Contents
51
Business segments
We have identified two reportable segments: Software and Client Engineering Services:
•
Software —Our Software segment includes software, software services, and software related services. The software component of this
segment includes our portfolio of software products including our solvers and optimization technology products, high-performance
computing software applications and hardware products, modeling and visualization tools, data analytics and analysis products, IoT platform
and analytics tools as well as support and the complementary software products we offer through our Altair Partner Alliance, or APA. The
APA includes technologies ranging from computational fluid dynamics and fatigue to manufacturing process simulation and cost estimation.
The software services and related services component of this segment includes consulting, implementation services, and training focused on
product design and development expertise and analysis from the component level up to complete product engineering at any stage of the
lifecycle.
•
Client Engineering Services — Our client engineering services, or CES, segment provides client engineering services to support our
customers with long-term, ongoing expertise. We operate our CES business by hiring engineers and data scientists for placement at a
customer site for specific customer-directed assignments. We employ and pay them only for the duration of the placement.
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 17 in the Notes to consolidated financial statements in Item 15,
Part IV of this Annual Report on Form 10-K.
Components of results of operations
Revenue
Software
Software revenue is principally comprised of subscription licenses, and to a lesser extent, perpetual licenses and associated maintenance and support fees.
Subscriptions are typically governed by contracts with annual terms which include product updates, maintenance and support. We generally recognize
software license revenue up front, while maintenance and support revenue are generally recognized over the term of the contract. To a much lesser extent,
Software also includes revenue from the sale of hardware products.
Software revenue also includes consulting, implementation services and training. We generally recognize revenue for software services as those services
are performed.
Engineering services and other
Consulting services from product design and development projects are considered distinct performance obligations and are provided to customers on a
time-and-materials, or T&M, or fixed-price basis. We recognize services revenue from our T&M contracts using input-based estimates, utilizing direct
labor and contractually agreed-upon hourly rates as the input measure. For fixed-price contracts, software services revenue is recognized over time using a
method that measures the extent of progress towards completion of a performance obligation, generally using a cost-input method where revenue is
recognized based on the proportion of total cost incurred to estimated total costs at completion.
We operate our CES business by hiring engineers and data scientists for placement at a customer site for specific customer-directed assignments. We
employ and pay them only for the duration of the placement. Our CES business generates revenue from placing simulation specialists, industrial designers,
design engineers, materials experts, development engineers, manufacturing engineers, and information technology specialists. We recognize CES revenue
based upon hours worked and contractually agreed-upon hourly rates.
Our other revenue consists primarily of revenue related to our LED lighting business operated out of our wholly-owned subsidiary, Toggled. Toggled
designs, and sources through contract manufacturers, LED lighting and related products for sale to consumers and businesses. We also generate revenue
through royalties from licensing Toggled technology to third-party manufacturers and resellers.
Table of Contents
52
Cost of revenue
Cost of software
Cost of software revenue consists of expenses related to software licensing, hardware sales and customer support. Significant expenses include employee
compensation and related costs for support team members, including salaries, benefits, bonuses and stock-based compensation, as well as hardware costs,
travel costs, certain data center and facility costs and royalties for third-party software products available to customers through our products or as part of
our APA.
Cost of engineering services and other
Cost of software services revenue consists of personnel and related costs, such as salaries, benefits, bonuses and stock-based compensation, as well as
travel expenses.
Cost of engineering services revenue consists primarily of employee compensation and related costs. We employ and pay them only for the duration of the
placement at a customer site.
Cost of other revenue includes the cost of LED lighting products and freight related to products sold to retail and commercial sales channels.
Operating expenses
Operating expenses, as defined and discussed below, support all the products and services that we provide to our customers and, as a result, they are
presented in aggregate.
Research and development
Research and development expenses consist primarily of employee compensation and related costs associated with our development team, including
salaries, benefits, bonuses, professional consulting and development fees, cloud hosting and software maintenance, and stock-based compensation expense.
Certain indirect costs, including IT, facilities, and depreciation expenses, are allocated based on global headcount. Our research and development efforts
are focused on enhancing the functionality, breadth and scalability of our software, addressing new use cases, and developing additional innovative
technologies. Timely development of new products is essential to maintaining our competitive position, and we release new versions of our software on a
regular basis. All software development costs are expensed as incurred as our current software development process is essentially completed concurrent
with the establishment of technological feasibility.
Sales and marketing
Sales and marketing expenses consist primarily of employee compensation and related costs associated with our sales and marketing staff, including
salaries, benefits, bonuses, commissions, stock-based compensation, and travel, as well as costs relating to our marketing and business development
programs including trade shows and events. Certain indirect costs, including IT, facilities, and depreciation expenses, are allocated based on global
headcount. We intend to continue to invest resources in our sales and marketing initiatives to drive growth and extend our market position.
General and administrative
General and administrative expenses consist of employee compensation and related costs for executive, finance, legal, human resources, recruiting, and
employee-related information technology and administrative personnel, including salaries, benefits, bonuses and stock-based compensation expense,
professional fees for external legal and accounting services, recruiting and other consulting services. Certain indirect costs, including IT, facilities, and
depreciation expenses, are allocated based on global headcount.
Amortization of intangible assets
Amortization of intangible assets consists primarily of amortization of intangibles associated with acquisitions. We expect to incur additional amortization
expense resulting from future strategic acquisitions.
Table of Contents
53
Other operating (income) expense, net
Other operating (income) expense, net consists primarily of government subsidies, primarily in Europe, in the form of grant income associated with certain
of our research and development activities, mark-to-market adjustments for contingent consideration, and other items as disclosed.
Interest expense
Interest expense consists of interest expense on our outstanding indebtedness and amortization of debt issuance costs.
Other income, net
Other income, net is comprised primarily of foreign currency exchange gains and losses generated from the settlement and remeasurement of transactions
denominated in currencies other than the functional currency of our operating units, and interest income on invested cash.
Income tax expense
Income tax expense is comprised primarily of income taxes related to United States, foreign, and state jurisdictions in which we conduct business. Income
tax expense also includes taxes withheld outside of the United States attributable to remittances to the Company from certain foreign subsidiaries. We
record interest and penalties related to income tax matters as income tax expense. We expect the amount of income tax expense (benefit), if any, to vary
each reporting period depending upon fluctuations in our quantum and tax jurisdictional mix of income (loss). We have substantial United States foreign
tax credit carryforwards which begin to expire in 2027, and research and development tax credits which began to expire in 2018. The ability to utilize these
tax attributes is highly dependent upon our ability to generate taxable income in the United States in the future.
Our future effective annual tax rate may be materially impacted by the amount of benefits and charges from tax amounts associated with our foreign
earnings that are taxed at rates different from the federal statutory rate, the taxation of the foreign earnings in the U.S. under the Global Intangible Low-
Taxed Income, or GILTI, and Foreign Derived Intangible Income, or FDII, regimes, changes in valuation allowances, level of profit before tax, accounting
for uncertain tax positions, stock-based compensation, business combinations, payments to the Company from certain foreign subsidiaries, closure of
statute of limitations, settlements of tax audits, and changes in tax laws including United States tax law changes that were enacted in December 2017. A
significant amount of our earnings is generated in our EMEA and APAC regions. Our future effective tax rates may be adversely affected to the extent
earnings are lower than anticipated in countries where we have lower statutory tax rates.
As of December 31, 2024 and 2023, we had gross deferred tax assets, or DTAs, of $227.4 million and $208.5 million, respectively, primarily related to
capitalized research and development expenses, net operating loss carryforwards, tax credits and share-based compensation. We are entitled to a United
States federal tax deduction when non-qualified stock options, or NSOs, are exercised. For 2024 tax year, we recorded a net increase in the valuation
allowance of $25.2 million for the gross DTAs. Our ability to utilize any net operating losses or tax credits may be limited under provisions of the Code if
we undergo an ownership change after our IPO (generally defined as a greater than 50-percentage point cumulative change (by value) in the equity
ownership of certain stockholders over a rolling three-year period). We also inherited net operating losses, or NOLs, from the acquisitions of Univa and
RapidMiner, which are subject to specific limitations on usage. We may also be unable to realize our tax credit carryforwards prior to their expiration.
For tax years beginning on or after January 1, 2022, the Tax Act eliminates the option to currently deduct certain qualifying research and development
expenses and requires taxpayers to capitalize and amortize such expenses over five years for research activities performed in the United States and 15 years
for research activities performed outside the United States pursuant to Section 174 of the Code. Although Congress is considering legislation that would
repeal or defer this capitalization and amortization requirement, it is not certain that this provision will be repealed or otherwise modified. If the
requirement is not repealed or replaced, it will increase our U.S. federal and state cash taxes and reduce cash flows in fiscal year 2025 and future years.
Based on the evidence available, including a lack of taxable earnings in the United States, we recorded a valuation allowance against substantially all of our
net deferred tax assets in the United States. If a change in judgment regarding this valuation allowance were to occur in the future, we will record a
potentially material deferred tax benefit, which could result in a favorable impact on our effective tax rate in that period. The utilization of tax attributes to
offset taxable income reduces the amount of deferred tax assets subject to a valuation allowance.
Table of Contents
54
Results of operations
The following table sets forth our results of operations and certain financial data for the years ended December 31, 2024 and 2023:
Year ended December 31,
(in thousands)
2024
2023
Revenue:
Software
$
611,900
$
549,974
Engineering services and other
53,888
62,727
Total revenue
665,788
612,701
Cost of revenue:
Software
79,113
71,182
Engineering services and other
45,690
50,609
Total cost of revenue
124,803
121,791
Gross profit
540,985
490,910
Operating expenses:
Research and development
221,161
212,645
Sales and marketing
184,280
176,138
General and administrative
90,150
70,887
Amortization of intangible assets
33,022
30,851
Other operating (income) expense, net
(5,313 )
146
Total operating expenses
523,300
490,667
Operating income
17,685
243
Interest expense
5,836
6,116
Other income, net
(20,781 )
(18,492 )
Income before income taxes
32,630
12,619
Income tax expense
18,455
21,545
Net income (loss)
$
14,175 $
(8,926 )
Other financial information:
Billings
$
667,876 $
631,795
Adjusted EBITDA
$
149,912 $
129,138
Net cash provided by operating activities
$
154,084 $
127,307
Free cash flow
$
139,998 $
117,114
(1)
Billings consists of our total revenue plus the change in our deferred revenue, excluding deferred revenue from acquisitions. For more information
about Billings and our other non-GAAP financial measures and reconciliations of our non-GAAP financial measures to the most directly
comparable financial measures calculated and presented in accordance with GAAP, see “Non-GAAP financial measures” contained herein.
(2)
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.
For more information about Adjusted EBITDA and our other non-GAAP financial measures and reconciliations of our non-GAAP financial
measures to the most directly comparable financial measure calculated and presented in accordance with GAAP, see “Non-GAAP financial
measures” contained herein.
(3)
We define Free Cash Flow as net cash provided by operating activities less capital expenditures. For a reconciliation of Free Cash Flow to the most
directly comparable financial measure calculated and presented in accordance with GAAP, see “Non-GAAP financial measures” contained herein.
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.
(1)
(2)
(3)
Table of Contents
55
Years ended December 31, 2024 and 2023
Revenue
Software
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Software revenue
$
611,900
$
549,974
$
61,926
11 %
As a percent of consolidated revenue
92 %
90 %
Software revenue increased 11% for the year ended December 31, 2024, as compared to the year ended December 31, 2023, or 13% in constant currency.
The increase was driven by growth in software license revenue primarily by strong retention and expansions within existing accounts, particularly in the
aerospace & defense vertical.
Engineering services and other
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Engineering services and other revenue
$
53,888
$
62,727
$
(8,839 )
(14 %)
As a percent of consolidated revenue
8 %
10 %
The 14% decrease in engineering services and other revenue for the year ended December 31, 2024, as compared to the year ended December 31, 2023,
was primarily due to lower customer demand for engineering services during the period.
Cost of revenue
Software
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Cost of software revenue
$
79,113
$
71,182
$
7,931
11 %
As a percent of software revenue
13 %
13 %
As a percent of consolidated revenue
12 %
12 %
Cost of software revenue increased $7.9 million, or 11%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Employee compensation and related expense, third-party sales commissions, and royalty expense increased $8.5 million, $0.9 million, and $0.8 million,
respectively, for the year ended December 31, 2024. Additionally, travel costs increased $0.6 million, and depreciation expense increased $0.3 million for
the year ended December 31, 2024. These increases were partially offset by decreases in hardware costs and stock-based compensation expense of $1.8
million and $1.7 million, respectively.
Cost of engineering services and other
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Cost of engineering services and other revenue
$
45,690
$
50,609
$
(4,919 )
(10 %)
As a percent of other revenue
85 %
81 %
As a percent of consolidated revenue
7 %
8 %
Cost of engineering services and other revenue decreased 10% for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Employee compensation and related expense, product costs, shop supplies, and inventory obsolescence expense decreased $1.9 million, $1.5 million, $1.1
million, and $0.3 million, respectively, for the year ended December 31, 2024.
Gross profit
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Gross profit
$
540,985
$
490,910
$
50,075
10 %
As a percent of consolidated revenue
81 %
80 %
Gross profit increased $50.1 million, or 10%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. This increase in
gross profit was primarily attributable to the increase in software revenue.
Table of Contents
56
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.
Research and development
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Research and development
$
221,161
$
212,645
$
8,516
4 %
As a percent of consolidated revenue
33 %
35 %
Research and development expenses increased $8.5 million, or 4%, for the year ended December 31, 2024, as compared to the year ended December 31,
2023. Employee compensation and related expense increased $14.6 million, primarily due to annual merit increases and increased headcount, as well as
retention awards in connection with the pending Merger with Siemens Industry. Additionally, cloud hosting and software maintenance expense increased
$2.0 million for the year ended December 31, 2024. These increases were partially offset by a decrease in stock-based compensation expense of $8.2
million.
Sales and marketing
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Sales and marketing
$
184,280
$
176,138
$
8,142
5 %
As a percent of consolidated revenue
28 %
29 %
Sales and marketing expenses increased $8.1 million, or 5%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Employee compensation and related expense increased $14.1 million, primarily due to annual merit increases and increased headcount, as well as retention
awards in connection with the pending Merger with Siemens Industry, and travel costs increased $1.3 million. Additionally, selling expenses, facilities
costs, and cloud hosting and software maintenance expense each increased $0.5 million for the year ended December 31, 2024. These increases were
partially offset by a decrease in stock-based compensation expense of $8.9 million.
General and administrative
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
General and administrative
$
90,150
$
70,887
$
19,263
27 %
As a percent of consolidated revenue
14 %
12 %
General and administrative expenses increased $19.3 million, or 27%, for the year ended December 31, 2024, as compared to the year ended December 31,
2023. Professional fees increased $16.4 million, primarily as a result of legal and financial advisory expenses related to the pending Merger with Siemens
Industry. Employee compensation and related expense increased $1.3 million, stock-based compensation expense increased $0.9 million, travel costs
increased $0.4 million, and cloud hosting and software maintenance expense increased $0.3 million for the year ended December 31, 2024.
Amortization of intangible assets
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Amortization of intangible assets
$
33,022
$
30,851
$
2,171
7 %
As a percent of consolidated revenue
5 %
5 %
Amortization of intangible assets increased $2.2 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Amortization of intangible assets in the current year increased primarily as a result of recent acquisitions.
Table of Contents
57
Other operating (income) expense, net
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Other operating (income) expense, net
$
(5,313 )
$
146
$
5,459
NM
As a percent of consolidated revenue
(1 %)
0 %
Other operating (income) expense, net was $5.3 million of income for the year ended December 31, 2024, compared to $0.1 million of expense for the year
ended December 31, 2023. For the year ended December 31, 2024, we recognized $5.4 million of grant income, $0.6 million of royalty income, and a $0.5
million loss on the mark-to-market adjustment of contingent consideration associated with acquisitions. For the year ended December 31, 2023, we
recognized a $5.7 million loss on the mark-to-market adjustment of contingent consideration associated with the World Programming acquisition, $5.6
million of grant income, and $0.2 million of royalty income.
Interest expense
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Interest expense
$
5,836
$
6,116
$
(280 )
(5 %)
As a percent of consolidated revenue
1 %
1 %
Interest expense decreased for the year ended December 31, 2024, as compared to the year ended December 31, 2023, as a result of the settlement of the
2024 Notes in June 2024.
Other income, net
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Other income, net
$
(20,781 )
$
(18,492 )
$
2,289
12 %
As a percent of consolidated revenue
(3 %)
(3 %)
Other income, net increased by $2.3 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. Other income, net
for the year ended December 31, 2024, includes $23.0 million of interest income and $2.2 million in net foreign currency losses. Other income, net for the
year ended December 31, 2023, includes $16.9 million of interest income and $1.6 million in net foreign currency gains. The increase in interest income in
the current year was due to higher investment balances in 2024 as compared to 2023.
Income tax expense
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Income tax expense
$
18,455 $
21,545 $
(3,090 )
(14 %)
The effective tax rate was 57% and 171% for the year ended December 31, 2024 and 2023, respectively. 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 effective tax rate was impacted
by the geographic income mix in 2024 as compared to 2023, primarily related to United States pre-tax losses for the years ended December 31, 2024 and
2023, for which a tax benefit was not recognized due to the valuation allowance in 2024 and 2023, as well as changes in uncertain tax positions. Income tax
expense also includes taxes withheld outside of the United States attributable to remittances to the Company from certain foreign subsidiaries for which
offsetting tax credits are not recognizable due to valuation allowance considerations.
Net income (loss)
Year ended December 31,
Change
(dollars in thousands)
2024
2023
$
%
Net income (loss)
$
14,175 $
(8,926 ) $
23,101
NM
Net income was $14.2 million for the year ended December 31, 2024, compared to a net loss of $8.9 million for the year ended December 31, 2023. The
improvement in net income for the year ended December 31, 2024, was largely attributable to the increase in software revenue and interest income,
partially offset by the increase in operating expenses as noted above.
Table of Contents
58
For information regarding the comparison of results of operations for the years ended December 31, 2023 and 2022, please see Item 7 of our
Annual Report on Form 10-K for the year ended December 31, 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.
Year ended December 31,
(in thousands)
2024
2023
2022
Billings
$
667,876 $
631,795 $
607,602
Adjusted EBITDA
$
149,912 $
129,138 $
108,600
Free Cash Flow
$
139,998 $
117,114 $
29,922
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.
Billings increased by $36.1 million, or 6%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. This increase in
Billings was attributable to an increase in Software segment billings.
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.
We believe that Adjusted EBITDA is a meaningful measure of performance as it is commonly utilized by us and the investment community to analyze
operating performance in our industry.
Adjusted EBITDA was $149.9 million, for the year ended December 31, 2024, as compared to $129.1 million for the year ended December 31, 2023. This
increase in Adjusted EBITDA was primarily attributable to the increase in gross profit, partially offset by an increase in operating expenses.
Free Cash Flow. Free Cash Flow is calculated as cash flow provided by operating activities less capital expenditures. We believe that Free Cash Flow is
useful in analyzing our ability to service and repay debt, when applicable, and return value directly to stockholders.
Net cash provided by operating activities for the year ended December 31, 2024, was $154.1 million, which reflects an increase of $26.8 million compared
to the year ended December 31, 2023. Free Cash Flow increased $22.9 million, or 20%, for the year ended December 31, 2024, as compared to year ended
December 31, 2023. This increase in Free Cash Flow was primarily attributable to an improvement in our cash-related profitability for the year ended
December 31, 2024, as compared to the year ended December 31, 2023. Free Cash Flow was adversely impacted by approximately $13.2 million of
expenses paid related to the pending Merger with Siemens Industry.
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.
Table of Contents
59
Reconciliation of non-GAAP financial measures
The following tables provide reconciliations of revenue to Billings, net loss to Adjusted EBITDA, and net cash provided by operating activities to Free
Cash Flow:
Billings
Year ended December 31,
(in thousands)
2024
2023
2022
Revenue
$
665,788 $
612,701 $
572,221
Ending deferred revenue
167,616
163,703
144,460
Beginning deferred revenue
(163,703 )
(144,460 )
(106,032 )
Deferred revenue acquired
(1,825 )
(149 )
(3,047 )
Billings
$
667,876 $
631,795 $
607,602
Adjusted EBITDA
Year Ended December 31,
(in thousands)
2024
2023
2022
Net income (loss)
$
14,175 $
(8,926 ) $
(43,429 )
Income tax expense
18,455
21,545
15,216
Stock-based compensation
67,680
85,581
84,787
Interest expense
5,836
6,116
4,377
Depreciation and amortization
42,164
39,124
35,504
Special adjustments, interest income and other
1,602
(14,302 )
12,145
Adjusted EBITDA
$
149,912 $
129,138 $
108,600
(1)
The year ended December 31, 2024, includes $22.3 million of expenses related to the pending Merger with Siemens Industry, $1.9 million currency losses on acquisition-related
intercompany loans, $0.5 million losses from the mark-to-market adjustment of contingent consideration associated with acquisitions, and $23.0 million of interest income. The year
ended December 31, 2023, includes $3.2 million currency gains on acquisition-related intercompany loans, $5.7 million losses from the mark-to-market adjustment of contingent
consideration associated with the World Programming acquisition, and $16.9 million of interest income. The year ended December 31, 2022, includes $16.6 million expense on
repurchase of convertible senior notes, $6.8 million currency losses on acquisition-related intercompany loans, a $7.2 million gain from the mark-to-market adjustment of contingent
consideration associated with the World Programming acquisition, and $4.1 million of interest income.
Free Cash Flow
Year ended December 31,
(in thousands)
2024
2023
2022
Net cash provided by operating activities
$
154,084 $
127,307 $
39,570
Capital expenditures
(14,086 )
(10,193 )
(9,648 )
Free Cash Flow
$
139,998 $
117,114 $
29,922
(1) Free Cash Flow for the year ended December 31, 2024, was adversely impacted by approximately $13.2 million of expenses paid related to the pending Merger with Siemens Industry.
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. Our
recurring software license rate was 93%, 93%, and 92% for the years ended December 31, 2024, 2023 and 2022, respectively.
(1)
(1)
Table of Contents
60
Liquidity and capital resources
As of December 31, 2024, our principal sources of liquidity were $561.9 million in cash and cash equivalents and $200.0 million availability on our credit
facility. As of December 31, 2024, our outstanding debt consists of $230.0 million convertible notes due in 2027.
During the quarter ended December 31, 2024, the conditions allowing holders of the convertible notes to convert were met. Therefore, the convertible notes
were classified as current on the consolidated balance sheet as of December 31, 2024. Until the Merger is consummated, we have the ability to settle the
convertible notes in cash, shares of our common stock, or a combination of cash and shares of our common stock at our own election.
We may pursue future 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, interest income may be reduced due to a decrease in investable cash, or we may incur additional debt obligations to the
extent we complete additional acquisitions.
Our existing cash and cash equivalents may fluctuate during fiscal 2025, 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 relating to global unrest.
Revolving credit facility
As of December 31, 2024, there were no outstanding borrowings under the 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.
The 2019 Amended Credit Agreement is secured by collateral including (i) substantially all of our properties and assets, and the properties and assets of our
domestic subsidiaries but excluding any patents, copyrights, patent applications or copyright applications or any trade secrets or software products and (ii)
pledges of the equity interests in all present and future domestic subsidiaries (subject to certain exceptions as provided for under the 2019 Amended Credit
Agreement). Our direct and indirect domestic subsidiaries are guarantors of all of the obligations under the 2019 Amended Credit Agreement. In addition,
the 2019 Amended Credit Agreement contains financial covenants which require, as of the end of each fiscal quarter, a Senior Secured Leverage Ratio not
greater than 3.0 to 1.0, as such terms are defined in the 2019 Amended Credit Agreement. As of December 31, 2024, we were in compliance with all
financial covenants. For additional information about the 2019 Amended Credit Agreement, see Note 7 in the Notes to consolidated financial statements in
Item 15, Part IV of this Annual Report on Form 10-K.
Cash flows
As of December 31, 2024 and 2023, respectively, we had an aggregate of cash and cash equivalents of $561.9 million and $467.5 million, which we held
for working capital purposes, acquisitions, and capital expenditures. As of December 31, 2024 and 2023, respectively, $403.8 million and $362.5 million of
this aggregate amount was held in the United States, and $148.0 million and $98.7 million was held in the APAC and EMEA regions combined, with the
remainder held in Canada, Mexico, and South America.
Table of Contents
61
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:
Year ended December 31,
(in thousands)
2024
2023
2022
Net cash provided by operating activities
$
154,084 $
127,307 $
39,570
Net cash used in investing activities
(46,130 )
(15,852 )
(154,511 )
Net cash (used in) provided by financing activities
(7,035 )
37,766
22,981
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(6,453 )
1,397
(5,094 )
Net increase (decrease) in cash, cash equivalents and restricted cash
$
94,466 $
150,618 $
(97,054 )
_____________________________
(1)
For information regarding a comparison of net cash provided/used in operating activities, investing activities and financing activities for the years ended December 31, 2023 and 2022,
please see Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
Net cash provided by operating activities
Net cash provided by operating activities for the year ended December 31, 2024, was $154.1 million, which reflects an increase of $26.8 million compared
to the year ended December 31, 2023. This increase was the result of an improvement in our operating results and changes to our working capital position
for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Net cash used in investing activities
Net cash used in investing activities for the year ended December 31, 2024, was $46.1 million, which reflects an increase of $30.3 million compared to the
year ended December 31, 2023. For the year ended December 31, 2024, we paid $32.1 million related to business acquisitions and investments, and we
had $14.1 million of capital expenditures.
Net cash (used in) provided by financing activities
Net cash used in financing activities for the year ended December 31, 2024, was $7.0 million, compared to net cash provided by financing activities for the
year ended December 31, 2023, of $37.8 million. For the year ended December 31, 2024, we paid $81.7 million for the settlement of the remaining balance
of our 2024 convertible notes, we received $65.5 million from the exercise of common stock options and we received $9.2 million from employee stock
purchase plan contributions. For the year ended December 31, 2023, we received $36.1 million from the exercise of common stock options, $8.0 million
from employee stock purchase plan contributions, and we paid $6.3 million to repurchase shares of our Class A Common Stock under our stock repurchase
program.
Effect of exchange rate changes on cash, cash equivalents and restricted cash
There was an adverse effect of exchange rate changes on cash, cash equivalents and restricted cash of $6.5 million for the year ended December 31, 2024,
compared to a favorable effect of exchange rate changes on cash, cash equivalents and restricted cash of $1.4 million for the year ended December 31,
2023.
Commitments
As of December 31, 2024, our principal commitments consist of our $230.0 million convertible notes due in 2027.
We had contingent payment obligations for deferred professional fees of up to $135.2 million as of December 31, 2024, which may become payable in
2025, subject to certain terms which would cause such contingent amounts to become payable.
We had contingent payment obligations for the purchase of a software license of $7.1 million as of December 31, 2024, which may become payable in
2025, subject to certain terms which would cause such contingent amounts to become payable.
As of December 31, 2024, we had a net benefit liability of $17.3 million associated with our pension and post-retirement benefit plans. For additional
information on pension and other post-retirement benefits, including expected benefit payments for the next 10 years, see Note 14 in the Notes to
consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
(1)
Table of Contents
62
We have non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, as
well as other commitments. We had $41.1 million in non-cancelable contractual agreements as of December 31, 2024, primarily due within two years.
We also have approximately $33.5 million of tax liabilities associated with uncertain tax positions. There is a high degree of uncertainty regarding the
future cash outflows associated with these amounts. For additional discussion of uncertain tax positions, see Note 12 in the Notes to consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
Under certain circumstances specified in the Merger Agreement, we would have been required to pay a termination fee of $372.0 million if the Merger
Agreement was terminated. As a result of our stockholders' approval of the Merger Agreement on January 22, 2025, the circumstances in which we would
be required to pay a termination fee no longer apply.
Critical accounting estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been
prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues
generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we
believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that
the accounting estimates discussed below are critical to understanding our historical and future performance, as these estimates relate to the more
significant areas involving management’s judgments and assumptions. Refer to Note 2 to our consolidated financial statements for our significant
accounting policies related to our critical accounting estimates.
Revenue recognition
We generate revenue from our Software and CES segments and our other businesses. Revenue is recognized by identifying a contract with a customer,
identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in
the contract, and recognizing revenue when (or as) we satisfy a performance obligation.
Software
Software revenue includes product revenue from software product licensing arrangements, related services consisting of software maintenance and support
in the form of post-contract customer support (PCS or maintenance) and professional services such as consulting and training services. Software products
are sold to customers primarily under a term-based software licensing model and to a lesser degree, perpetual software licenses. We enter into contracts that
include combinations of products, maintenance and services, which are accounted for as separate performance obligations with differing revenue
recognition patterns.
Most term-based software license agreements include our patented units-based subscription model which allows customers to license a pool of units for
their organizations, providing individual users flexible access to our portfolio of engineering software applications as well as to our growing portfolio of
partner products. The amount of software usage is limited by the number of the units licensed by the customer. Revenue from these arrangements is fixed
(based on the units licensed) and is not based on actual customer usage of each software product.
Revenue from term-based software licenses is classified as license software revenue. Term-based licenses are sold only as a bundled arrangement that
includes the rights to a term software license and PCS, which includes unspecified technical enhancements and customer support. Maximizing the use of
observable inputs, we determined that a majority of the estimated standalone selling price of the term-based license is attributable to the term license and a
minority is attributable to the PCS. The license component is recognized as revenue upon the later of delivery of the licensed product or the beginning of
the license period. The PCS is classified as maintenance revenue and is recognized ratably over the term of the contract, as we provide the PCS benefit over
time.
In addition to term-based software licenses, we sell perpetual licenses. Typically, our perpetual licenses are sold with PCS, which includes unspecified
technical enhancements and customer support. Revenue from the software component is classified as license software revenue and is recognized upon the
later of delivery of the licensed product or the beginning of the license period. We allocate values in bundled perpetual and PCS arrangements based on the
standalone selling prices of the perpetual license and PCS. Revenue from PCS is classified as maintenance revenue and is recognized ratably over the term
of the contract, as we satisfy the PCS performance obligation over time.
Table of Contents
63
Revenue from training, consulting and other services is recognized as the services are performed. For contracts in which the service consists of a single
performance obligation, such as providing a training class to a customer, we recognize revenue upon completion of the performance obligation. For service
contracts that are longer in duration and often include multiple performance obligations (for example, both training and consulting), we measure the
progress toward completion of the obligations and recognize revenue accordingly. In measuring progress towards the completion of performance
obligations, we typically utilize output-based estimates for services with contractual billing arrangements that are not based on time and materials, and
estimate output based on the total tasks completed as compared to the total tasks required for each work contract. Input-based estimates are utilized for
services that involve general consultations with contractual billing arrangements based on time and materials, utilizing direct labor as the input measure.
We also execute arrangements through indirect channel partners in which the channel partners are authorized to market and distribute our software products
to end users of our products and services in specified territories. In sales facilitated by channel partners, the channel partner generally bears the risk of
collection from the end-user customer. We recognize revenue from transactions with channel partners in a manner consistent with the direct sales described
above for both perpetual and term-based licenses. Revenue from channel partner transactions is the amount remitted to us by the channel partners. This
amount includes a fee for PCS that is compensation for providing technical enhancements and the second level of technical support to the end user, which
is recognized over the period that PCS is to be provided. We do not offer right of return, product rotation or price protection to any of its channel partners.
Some of our contracts with customers contain multiple performance obligations. Judgment is required in determining whether each performance obligation
is distinct. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price, or SSP, for each
performance obligation within each contract. The SSP is the price that we would sell a promised service separately to one of our customers. Judgment is
required to determine the SSP for each distinct performance obligation. We estimate SSP using information such as past transactions, internally approved
pricing guidelines related to the performance obligations and other information reasonably available to us.
Non-income related taxes collected from customers and remitted to governmental authorities are recorded on the consolidated balance sheet as accounts
receivable, net and other accrued expenses and current liabilities. These amounts are reported on a net basis in the consolidated statements of operations
and do not impact reported revenues or expenses. Certain hardware revenue is included within software revenue and is recognized when all revenue
recognition criteria stated above are met, which is generally when the products are delivered to end customers.
Acquisitions
We account for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. We allocate the
fair value of purchase consideration of acquired businesses to the identifiable tangible and intangible assets acquired and liabilities assumed in the
transaction based upon their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill.
During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities
assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired
or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.
We determine the estimated fair values using information available to us and engage independent third-party valuation specialists when necessary. We
generally use an income approach to determine the fair value of intangible assets acquired. Estimating fair values can be complex and subject to significant
business judgment. Critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cash flows
from product sales, customer contracts and acquired technologies, expenses to operate the acquired business, and discount rates. Unanticipated events and
circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results. Although we believe the
assumptions and estimates we have made in the past have been reasonable and appropriate, these estimates are based on historical experience and
information obtained from the management of the acquired companies and are inherently uncertain.
Income taxes
We utilize the asset and liability method of accounting for income taxes in accordance with ASC 740, Accounting for Income Taxes. Under this method,
deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities. Deferred tax
assets and liabilities are measured using the enacted tax rates and statutes that will be in effect when those differences are expected to reverse. Deferred tax
assets can result from unused operating losses, research and development credits, foreign tax credit carryforwards, and deductions recorded for financial
statement purposes prior to them being deductible on a tax return. Valuation allowances are provided against net deferred tax assets if, based upon the
available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
Table of Contents
64
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of taxable temporary differences.
We consider, among other available information, scheduled reversals of deferred tax liabilities, projected future taxable income, limitations on the
availability of tax credit carryforwards, and other evidence assessing the potential realization of deferred tax assets. Adjustments to the valuation allowance
are included in the tax provision in our consolidated statements of operations in the period they become known or can be estimated. The valuation
allowance is based on our estimates of taxable income for jurisdictions in which we operate and the period over which our deferred tax assets may be
recoverable.
We apply a more-likely-than-not recognition threshold to our accounting for tax uncertainties. We review all of our tax positions and make determinations
as to whether our tax positions are more likely than not to be sustained upon examination by the relevant taxing authorities. Only those benefits, or
exposures, that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities are recognized. Interest and penalties
related to uncertain tax positions are recorded in income tax expense (benefit) in the consolidated statements of operations.
Recently issued accounting pronouncements
For information regarding recent accounting guidance and the impact of this guidance on our consolidated financial statements, see Note 2 of the Notes to
consolidated financial statements in Item 15, Part IV of this Annual Report on Form 10-K, which is incorporated by reference.
Item 7A. 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 debt.
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 December 31, 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 Interest Rate Risk
In June 2022, we issued $230.0 million aggregate principal amount of 1.750% convertible senior notes due in 2027 (the "Convertible Notes"). Our
Convertible Notes have fixed annual interest rates at 1.750% and, therefore, we do not have interest rate exposure on our Convertible Notes. However, the
value of the Convertible Notes is exposed to interest rate risk. Generally, the fair market value of our fixed interest rate Convertible Notes will increase as
interest rates fall and decrease as interest rates rise. In addition, the fair values of the Convertible Notes are affected by our stock price. The fair value of the
Convertible 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. Additionally, we carry the Convertible 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 December 31, 2024, we had cash, cash equivalents and restricted cash of $562.0 million, consisting primarily of bank deposits and money market
funds. As of December 31, 2024, we had no borrowings outstanding 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.
Table of Contents
65
Item 8. Financial Statements and Supplementary Data.
The financial statements required by this Item 8 are included in our consolidated financial statements and set forth in the pages indicated in Part IV, Item
15(a) of this Annual Report on Form 10-K and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended
(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. The Company's management, with the participation of its Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)
and Rule 15d-15(e) under the Exchange Act) as of December 31, 2024. Based upon that evaluation, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024.
(b) Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f) and 15d(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting
principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will
not be prevented or detected on a timely basis.
Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control
over financial reporting as of December 31, 2024 based on the criteria established by Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework). In accordance with guidance issued by the Securities and Exchange
Commission, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for the first fiscal year in
which the acquisition occurred. Accordingly, we have excluded from our assessment the internal control over financial reporting of KSK Analytics Inc.,
Metrics Design Automation Inc., and Research in Flight, LLC which are included in our December 31, 2024 consolidated financial statements and
constituted less than 1% of total and net assets (excluding acquired goodwill and intangible assets) as of December 31, 2024, and less than 1% of revenues
for the year then ended.
Based on the evaluation under these frameworks, management has concluded that our internal control over financial reporting was effective as of
December 31, 2024. The results of management’s assessment have been reviewed with the Audit Committee.
The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by Ernst & Young LLP, an independent
registered public accounting firm, as stated in their report which is included elsewhere herein.
(c) Changes in Internal Control Over Financial Reporting
There were no changes 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 fourth quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B. Other Information.
Table of Contents
66
Insider Trading Arrangements and Policies
During the fiscal quarter ended December 31, 2024, James R. Scapa, our Chairman and Chief Executive Officer, terminated his previously adopted Rule
10b5-1 plan. The trading arrangement provided for the sale of up to 156,000 shares of our Class A common stock, was set to expire no later than May 28,
2025, and was intended to satisfy the affirmative defense of Rule 10b5-1.
During the quarter ended December 31, 2024, except as provided above, 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 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
Table of Contents
67
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company
personnel, including directors, officers, employees, and other covered persons. The Company also follows procedures for the repurchase of its securities.
The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws,
rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form
10-K.
The remaining information called for by this item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders, or Proxy
Statement, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)
Documents Filed as Part of This Annual Report on Form 10-K:
(1)
Financial Statements: The following consolidated financial statements and reports of the independent registered account firm are filed as part
of this report:
Page
Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP, Detroit, Michigan, Auditor Firm ID: 42)
69
Consolidated financial statements
Consolidated balance sheets
72
Consolidated statements of operations
73
Consolidated statements of comprehensive loss
74
Consolidated statement of changes in stockholders’ equity (deficit)
75
Consolidated statements of cash flows
76
Notes to consolidated financial statements
77
(2)
Financial Statement Schedule: The schedules have been omitted because they are not applicable, are not required, or the information required
to be set forth therein is included in the consolidated financial statements or notes thereto.
(3)
Exhibits: The exhibits listed in the accompanying Exhibit Index immediately following the financial statements are filed as part of, or
incorporated by reference into, this Annual Report on Form 10-K.
Table of Contents
68
(b) Exhibits: See Item 15(a)(3) as set forth above.
(c) Financial Statement Schedules: See Item 15(a)(2) as set forth above.
Table of Contents
69
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Altair Engineering Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Altair Engineering Inc. and subsidiaries (the Company) as of December 31, 2024 and
2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders' equity (deficit) and cash flows for each of the three
years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's
internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 20, 2025 expressed an unqualified
opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion
on the critical audit matter or on the accounts or disclosures to which it relates.
Software Revenue Recognition
Description of the
Matter
As described in Note 3, the Company’s software contracts with customers typically include promises to transfer licenses and
services to a customer. Judgment is required to determine if the promises are separate performance obligations within the
context of the arrangement, and if so, the allocation of the transaction price to each performance obligation. The Company’s
determination of standalone selling price for performance obligations is based on the midpoint of the range of historical
observable prices for goods and services sold separately. In addition, the Company estimates the standalone selling price for
certain performance obligations where observable prices are not directly available, or a significant portion of historical prices
are not within the range. The Company estimates the standalone selling price at contract inception considering all information
that is reasonably available and based on the amount of consideration for which the Company expects to be entitled in
exchange for transferring the promised good or service to the customer.
Auditing the Company’s estimate of the standalone selling prices in software contracts was challenging and complex due to the
Company’s wide range of observable prices from goods or services sold separately and the estimation used for certain
performance obligations where observable prices are not available.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's process and
controls to establish and monitor the relative standalone selling price for each distinct performance obligation in software
contracts.
Table of Contents
70
To test the estimated standalone selling prices, our audit procedures included, among others, evaluating the assumptions used
by the Company to determine the standalone selling price for each distinct performance obligation in its software contracts. For
example, we evaluated the methodology used to determine the standalone selling price by testing a historical analysis prepared
by the Company and practices observed in the industry. We also tested the completeness and accuracy of the data used in the
analysis and recalculated the standalone selling prices.
We have served as the Company’s auditor since 2015.
/s/ Ernst & Young LLP
Detroit, Michigan
February 20, 2025
Table of Contents
71
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Altair Engineering Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Altair Engineering Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the
COSO criteria). In our opinion, Altair Engineering Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2024, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the
effectiveness of internal control over financial reporting did not include the internal controls of KSK Analytics Inc., Metrics Design Automation Inc., and
Research in Flight, LLC which are included in the December 31, 2024 consolidated financial statements of the Company and constituted less than 1% of
total and net assets (excluding acquired goodwill and intangible assets) as of December 31, 2024, and less than 1% of revenues for the year then ended. Our
audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of KSK
Analytics Inc., Metrics Design Automation Inc., and Research in Flight, LLC.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024
consolidated financial statements of the Company and our report dated February 20, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Detroit, Michigan
February 20, 2025
Table of Contents
72
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(in thousands)
2024
2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
561,898 $
467,459
Accounts receivable, net
173,509
190,461
Income tax receivable
21,513
16,650
Prepaid expenses and other current assets
28,058
26,053
Total current assets
784,978
700,623
Property and equipment, net
41,008
39,803
Operating lease right of use assets
31,117
30,759
Goodwill
462,459
458,125
Other intangible assets, net
72,937
83,550
Deferred tax assets
8,770
9,955
Other long-term assets
44,378
40,678
TOTAL ASSETS
$
1,445,647 $
1,363,493
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable
$
7,316 $
8,995
Accrued compensation and benefits
50,328
45,081
Current portion of operating lease liabilities
7,876
8,825
Other accrued expenses and current liabilities
56,058
48,398
Deferred revenue
139,085
131,356
Current portion of convertible senior notes, net
227,106
81,455
Total current liabilities
487,769
324,110
Convertible senior notes, net
—
225,929
Operating lease liabilities, net of current portion
24,141
22,625
Deferred revenue, non-current
28,531
32,347
Other long-term liabilities
48,017
47,151
TOTAL LIABILITIES
588,458
652,162
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Preferred stock ($0.0001 par value), authorized 45,000 shares, none issued or outstanding
—
—
Common stock ($0.0001 par value)
Class A common stock, authorized 513,797 shares, issued and outstanding 60,181
and 55,240 shares as of December 31, 2024 and 2023, respectively
6
5
Class B common stock, authorized 41,203 shares, issued and outstanding 25,394
and 26,814 shares as of December 31, 2024 and 2023, respectively
3
3
Additional paid-in capital
1,010,789
864,135
Accumulated deficit
(116,328 )
(130,503 )
Accumulated other comprehensive loss
(37,281 )
(22,309 )
TOTAL STOCKHOLDERS’ EQUITY
857,189
711,331
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
1,445,647 $
1,363,493
See accompanying notes to consolidated financial statements.
Table of Contents
73
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
(in thousands, except per share data)
2024
2023
2022
Revenue
License
$
435,288 $
393,144 $
363,520
Maintenance and other services
176,612
156,830
142,988
Total software
611,900
549,974
506,508
Engineering services and other
53,888
62,727
65,713
Total revenue
665,788
612,701
572,221
Cost of revenue
License
15,099
15,088
20,497
Maintenance and other services
64,014
56,094
51,946
Total software
79,113
71,182
72,443
Engineering services and other
45,690
50,609
50,446
Total cost of revenue
124,803
121,791
122,889
Gross profit
540,985
490,910
449,332
Operating expenses
Research and development
221,161
212,645
202,542
Sales and marketing
184,280
176,138
163,884
General and administrative
90,150
70,887
72,288
Amortization of intangible assets
33,022
30,851
27,510
Other operating (income) expense, net
(5,313 )
146
(9,955 )
Total operating expenses
523,300
490,667
456,269
Operating income (loss)
17,685
243
(6,937 )
Interest expense
5,836
6,116
4,377
Other (income) expense, net
(20,781 )
(18,492 )
16,899
Income (loss) before income taxes
32,630
12,619
(28,213 )
Income tax expense
18,455
21,545
15,216
Net income (loss)
$
14,175 $
(8,926 ) $
(43,429 )
Income (loss) per share, basic
Income (loss) per share
$
0.17 $
(0.11 ) $
(0.55 )
Weighted average shares
84,085
80,596
79,472
Income (loss) per share, diluted
Income (loss) per share
$
0.16 $
(0.11 ) $
(0.55 )
Weighted average shares
88,558
80,596
79,472
See accompanying notes to consolidated financial statements.
Table of Contents
74
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Year Ended December 31,
(in thousands)
2024
2023
2022
Net income (loss)
$
14,175 $
(8,926 ) $
(43,429 )
Other comprehensive (loss) income, net of tax:
Foreign currency translation (net of tax effect of $0 for all periods)
(15,490 )
9,011
(24,084 )
Retirement related benefit plans (net of tax effect of $(251), $177 and
$(308), respectively)
518
(1,318 )
3,032
Total other comprehensive (loss) income
(14,972 )
7,693
(21,052 )
Comprehensive loss
$
(797 ) $
(1,233 ) $
(64,481 )
See accompanying notes to consolidated financial statements.
Table of Contents
75
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
Accumulated
Common stock
Additional
other
Total
(in thousands)
Class A
Class B
paid-in
Accumulated
comprehensi
ve
stockholders'
Shares
Amount
Shares
Amount
capital
deficit
loss
equity
Balance at December 31, 2021
51,524 $
5
27,745 $
3 $
724,226 $
(102,087 ) $
(8,950 ) $
613,197
Cumulative effect of an accounting change
—
—
—
—
(50,009 )
23,939
—
(26,070 )
Net loss
—
—
—
—
—
(43,429 )
—
(43,429 )
Settlement of convertible senior notes
—
—
—
—
(29,756 )
—
—
(29,756 )
Repurchase and retirement of common stock
(461 )
—
—
—
(21,658 )
—
—
(21,658 )
Reclassification of mezzanine equity to permanent equity
—
—
—
—
784
—
—
784
Issuance of common stock for acquisitions
111
—
—
—
224
—
—
224
Issuance of common stock for employee stock
purchase program
185
—
—
—
8,723
—
—
8,723
Exercise of stock options
440
—
—
—
3,577
—
—
3,577
Vesting of restricted stock
478
—
—
—
—
—
—
—
Stock-based compensation
—
—
—
—
85,196
—
—
85,196
Foreign currency translation, net of tax
—
—
—
—
—
—
(24,084 )
(24,084 )
Retirement related benefit plans, net of tax
—
—
—
—
—
—
3,032
3,032
Balance at December 31, 2022
52,277
5
27,745
3
721,307
(121,577 )
(30,002 )
569,736
Net loss
—
—
—
—
—
(8,926 )
—
(8,926 )
Repurchase and retirement of common stock
(91 )
—
—
—
(4,256 )
—
—
(4,256 )
Issuance of common stock for acquisitions
349
—
—
—
17,570
—
—
17,570
Issuance of common stock for employee stock
purchase program
183
—
—
—
7,793
—
—
7,793
Exercise of stock options
1,052
—
—
—
36,140
—
—
36,140
Vesting of restricted stock
539
—
—
—
—
—
—
—
Conversion from Class B to Class A common stock
931
—
(931 )
—
—
—
—
—
Stock-based compensation
—
—
—
—
85,581
—
—
85,581
Foreign currency translation, net of tax
—
—
—
—
—
—
9,011
9,011
Retirement related benefit plans, net of tax
—
—
—
—
—
—
(1,318 )
(1,318 )
Balance at December 31, 2023
55,240
5
26,814
3
864,135
(130,503 )
(22,309 )
711,331
Net income
—
—
—
—
—
14,175
—
14,175
Settlement of convertible senior notes
797
—
—
—
—
—
—
—
Issuance of common stock for acquisitions
259
—
—
—
4,020
—
—
4,020
Issuance of common stock for employee stock
purchase program
125
—
—
—
8,549
—
—
8,549
Exercise of stock options
1,808
1
—
—
66,405
—
—
66,406
Vesting of restricted stock
532
—
—
—
—
—
—
—
Conversion from Class B to Class A common stock
1,420
—
(1,420 )
—
—
—
—
—
Stock-based compensation
—
—
—
—
67,680
—
—
67,680
Foreign currency translation, net of tax
—
—
—
—
—
—
(15,490 )
(15,490 )
Retirement related benefit plans, net of tax
—
—
—
—
—
—
518
518
Balance at December 31, 2024
60,181 $
6
25,394 $
3 $ 1,010,789 $
(116,328 ) $
(37,281 ) $
857,189
See accompanying notes to consolidated financial statements.
Table of Contents
76
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(in thousands)
2024
2023
2022
OPERATING ACTIVITIES:
Net income (loss)
$
14,175
$
(8,926 )
$
(43,429 )
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization
42,164
39,124
35,504
Stock-based compensation expense
67,680
85,581
84,787
Deferred income taxes
(707 )
(2,319 )
(4,164 )
Loss (gain) on mark-to-market adjustment of contingent consideration
476
5,706
(7,153 )
Expense on repurchase of convertible senior notes
—
—
16,621
Other, net
2,015
1,943
2,179
Changes in assets and liabilities:
Accounts receivable
14,560
(19,141 )
(34,175 )
Prepaid expenses and other current assets
(7,622 )
(1,915 )
1,014
Other long-term assets
2,431
(52 )
2,852
Accounts payable
(2,127 )
(1,878 )
3,771
Accrued compensation and benefits
7,013
1,783
280
Other accrued expenses and current liabilities
7,791
9,068
(59,463 )
Deferred revenue
6,235
18,333
40,946
Net cash provided by operating activities
154,084
127,307
39,570
INVESTING ACTIVITIES:
Payments for acquisition of businesses, net of cash acquired
(27,070 )
(3,236 )
(134,541 )
Capital expenditures
(14,086 )
(10,193 )
(9,648 )
Other investing activities, net
(4,974 )
(2,423 )
(10,322 )
Net cash used in investing activities
(46,130 )
(15,852 )
(154,511 )
FINANCING ACTIVITIES:
Settlement of convertible senior notes
(81,729 )
—
—
Proceeds from the exercise of common stock options
65,537
36,140
3,577
Proceeds from employee stock purchase plan contributions
9,157
7,978
8,976
Payments for repurchase and retirement of common stock
—
(6,255 )
(19,659 )
Proceeds from issuance of convertible senior notes,
net of underwriters' discounts and commissions
—
—
224,265
Repurchase of convertible senior notes
—
—
(192,422 )
Payments for issuance costs of convertible senior notes
—
—
(1,523 )
Other financing activities
—
(97 )
(233 )
Net cash (used in) provided by financing activities
(7,035 )
37,766
22,981
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(6,453 )
1,397
(5,094 )
Net increase (decrease) in cash, cash equivalents and restricted cash
94,466
150,618
(97,054 )
Cash, cash equivalents and restricted cash at beginning of year
467,576
316,958
414,012
Cash, cash equivalents and restricted cash at end of period
$
562,042
$
467,576
$
316,958
Supplemental disclosures of cash flow:
Interest paid
$
4,339
$
4,242
$
2,425
Income taxes paid
$
9,306
$
11,291
$
8,941
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock in connection with acquisitions
$
4,020
$
17,570
$
224
Promissory notes issued and deferred payment obligations
for acquisitions and investments
$
7,774
$
3,201
$
1,350
Property and equipment in accounts payable and other current liabilities
$
1,049
$
1,019
$
659
See accompanying notes to consolidated financial statements.
Table of Contents
77
ALTAIR ENGINEERING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of business
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 based in
Troy, Michigan.
The Company’s simulation and AI-driven approach to innovation is powered by the Company’s broad portfolio of high-fidelity and high-performance
physics solvers, our market leading technology for optimization and HPC, and our end-to-end platform for developing AI and Internet of Things (“IoT”)
solutions. The Company’s integrated suite of software optimizes design performance across multiple disciplines encompassing structures, motion, fluids,
thermal management, electromagnetics, system modeling, and embedded systems, while also providing AI solutions and true-to-life visualization and
rendering. The Company's HPC solutions maximize the efficient utilization of complex compute resources and streamline the workflow management of
compute-intensive tasks for applications including AI, modeling and simulation, and visualization. Altair's data analytics, AI, and IoT products include data
preparation, data science, MLOps, orchestration, and visualization solutions that fuel engineering, scientific, and business decisions.
Altair also provides Client Engineering Services to support its customers with long-term ongoing product design and development expertise. This has the
benefit of embedding the Company within customers, deepening its understanding of their processes, and allowing the Company to quickly perceive trends
in the overall market, helping the Company to better tailor its software products’ research and development and sales initiatives. The Company hires
engineers and data scientists for placement at a customer site for specific customer-directed assignments.
Pending Merger with Siemens Industry
On October 30, 2024, Altair entered into an agreement and plan of merger (the “Merger Agreement”) with Siemens Industry Software, Inc. ("Siemens
Industry") and Astra Merger Sub Inc., a wholly owned subsidiary of Siemens Industry (“Merger Sub”), pursuant to which Merger Sub will merge with and
into Altair (the “Merger”), with Altair surviving the Merger as a wholly owned subsidiary of Siemens Industry. Altair stockholders will receive $113.00 per
share in cash, representing an enterprise value of approximately $10.6 billion. The $113.00 per share cash consideration represents a 19% premium to the
closing price of Altair common stock on October 21, 2024. The transaction, which was unanimously approved by the Altair Board of Directors and
obtained approval by Altair's stockholders, may close in the first half of 2025, following the receipt of certain regulatory approvals and foreign investment
approvals and the satisfaction of customary closing conditions. Upon completion of the transaction, Altair’s common stock will no longer be listed on any
public stock exchange.
For the year ended December 31, 2024, the Company incurred approximately $22.3 million in expenses related to the pending Merger with Siemens
Industry. These costs are included in Cost of revenue for $1.2 million, Research and development expense for $1.8 million, Sales and marketing expense
for $1.3 million, and General and administrative expense for $18.2 million.
2. Summary of significant accounting policies
Principles of consolidation
The accompanying consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America
(“GAAP”). The consolidated financial statements include the results of the Company and its controlled subsidiaries. Intercompany accounts and
transactions have been eliminated in the consolidated financial statements.
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.
Table of Contents
78
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, the incremental borrowing
rate used in the valuation of lease liabilities, fair value of convertible senior notes, provision for expected credit losses, tax valuation allowances, liabilities
for uncertain tax provisions, impairment of goodwill and intangible assets, retirement obligations, useful lives of intangible assets, revenue for fixed price
contracts, and stock-based compensation. Actual results could differ from those estimates.
Foreign currency translation
The functional currency of the Company’s foreign subsidiaries is their respective local currency. The assets and liabilities of the subsidiaries are translated
to U.S. dollars at the exchange rate as of the balance sheet date. Equity balances and transactions are translated using historical exchange rates. Revenues
and expenses are translated at the average exchange rate during the period. Translation adjustments arising from the use of differing exchange rates from
period to period are recorded as a component of accumulated other comprehensive loss within stockholders’ equity.
All assets and liabilities denominated in a currency other than the functional currency are remeasured into the functional currency with gains and losses
recognized in foreign currency losses, net, in the consolidated statements of operations. The Company has no transactions which hedge purchase
commitments and no intercompany balances which are designated as being of a long-term investment in nature.
Revenue recognition
Software revenue
Revenue is derived principally from the licensing of software products and from related maintenance contracts. The Company enters into contracts that
include combinations of products, maintenance and services, which are accounted for as separate performance obligations with differing revenue
recognition patterns.
Revenue from term-based software licenses is classified as software revenue. Term-based licenses are sold only as a bundled arrangement that includes the
rights to a term-based software license and post-contract customer support (PCS), which includes unspecified technical enhancements and customer
support. Maximizing the use of observable inputs, the Company determined that a majority of the estimated standalone selling prices of the term-based
license is attributable to the term-based license and a minority is attributable to the PCS. The license component is classified as license revenue and
recognized as revenue upon the later of delivery of the licensed product or the beginning of the license period. PCS is classified as maintenance and other
services and is recognized ratably over the term of the contract, as the Company provides the PCS benefit over time as a stand ready to perform obligation.
In addition to term-based software licenses, the Company sells perpetual licenses. Software revenue is recognized upon the later of delivery of the licensed
product or the beginning of the license period. Typically, the Company’s perpetual licenses are sold with PCS. The Company allocates value in bundled
perpetual and PCS arrangements based on the value relationship between the software license and maintenance. Revenue from PCS is classified as
maintenance and other services and is recognized ratably over the term of the contract, as the Company satisfies the PCS performance obligation over time
as a stand ready to perform obligation.
Revenue from training, consulting and other services is recognized as the services are performed and is classified as maintenance and other services in the
consolidated statement of operations. For contracts in which the service consists of a single performance obligation, such as providing a training class to a
customer, the Company recognizes revenue upon completion of the performance obligation. For service contracts that are longer in duration and often
include multiple performance obligations (for example, point-in-time training and consulting), the Company measures the progress toward completion of
the obligations and recognizes revenue accordingly. In measuring progress towards the completion of performance obligations, the Company typically
utilizes output-based estimates for services with fixed fee arrangements, and estimates output based on the total tasks completed as compared to the total
tasks required for each contract. Input-based estimates are utilized for services that involve general consultations with contractual billing arrangements
based on time and materials, utilizing direct labor as the input measure.
The Company also executes arrangements through indirect channel partners in which the channel partners are authorized to market and distribute the
Company's software products to end users of the Company's products and services in specified territories. In sales facilitated by channel partners, the
channel partner bears the risk of collection from the end-user customer. The Company recognizes revenue from transactions with channel partners in a
manner consistent with the direct sales described above for both perpetual and term-based licenses.
Table of Contents
79
Revenue from channel partner transactions is the amount remitted to the Company by the channel partners. This amount includes a fee for PCS that is
compensation for providing technical enhancements and the second level of technical support to the end user, which is recognized over the period that PCS
is to be provided. The Company does not offer right of return, product rotation, or price protection to any of its channel partners.
Non-income related taxes collected from customers and remitted to governmental authorities are recorded on the consolidated balance sheets as accounts
receivable, net and other accrued expenses and current liabilities. These amounts are reported on a net basis in the consolidated statements of operations
and do not impact reported revenues or expenses. Certain hardware revenue is included within software revenue and is recognized when all revenue
recognition criteria stated above are met, which is generally when the products are delivered to end customers.
Engineering services and other revenue
Consulting services from product design and development projects are considered distinct performance obligations and are provided to customers on a
time-and-materials (“T&M”) or fixed-price basis. The Company recognizes software services revenue for T&M contracts based upon hours worked and
contractually agreed upon hourly rates using the input method. Revenue from fixed-price engagements is recognized using the output method based on the
ratio of costs incurred to total estimated project costs.
Client engineering services revenue are derived from professional services for staffing primarily representing engineers and data scientists located at a
customer site. These professional services are considered distinct performance obligations and are provided to customers on a T&M basis. The Company
recognizes this revenue for T&M contracts based upon hours worked and contractually agreed upon hourly rates using the input method.
Revenue from the sale of LED products, primarily for the replacement of florescent tubes, is recognized when all revenue recognition criteria stated above
are met, which is generally when the products are delivered to resellers or to end customers. Sales returns, which reduce revenue, are estimated using
historical experience.
Property and equipment, net
Property and equipment are stated at cost, less accumulated depreciation and amortization. Equipment held under capital leases are stated at the present
value of minimum lease payments less accumulated amortization. Depreciation is calculated using the straight-line method over the estimated useful lives
of the assets.
Expenditures for maintenance and repairs are charged to expense in the period incurred. Major expenditures for betterments are capitalized when they meet
the criteria for capitalization. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and
any resulting gain or loss is reflected in the consolidated statements of operations in the period realized.
Building and improvements are depreciated over an estimated useful life of five to thirty-nine years. Computer equipment and software is depreciated over
an estimated useful life of three to five years. Office furniture and equipment is depreciated over an estimated useful life of five to fifteen years. Leasehold
improvements and assets acquired under capital leases are amortized over the lease term or the estimated useful life of the related asset or improvement,
whichever is shorter.
Software development costs
Software development costs incurred prior to the establishment of technological feasibility are expensed as incurred. Technological feasibility is
established upon the completion of a detailed program design. Capitalization of software development costs may begin upon the establishment of
technological feasibility and ends when the product is available for general release. Generally, the time between the establishment of technological
feasibility and commercial release of software is short. As such, all internal software development costs have been expensed as incurred and included in
research and development expense in the accompanying consolidated statements of operations.
Impairment of long-lived assets
Long-lived assets, such as property and equipment, and definite-lived intangible assets, including developed technology, customer relationships, and
tradenames are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted future
cash flows expected to be generated by that asset or asset group to its carrying amount. If the
Table of Contents
80
carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the
extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow
models and third-party independent appraisals. No impairment losses were recognized in 2024, 2023, or 2022.
Goodwill
Goodwill represents the excess of the consideration transferred for an acquired entity over the estimated fair values of the net tangible assets and the
identifiable assets acquired. As described in Note 4 – Acquisitions, the Company has recorded goodwill in connection with certain acquisitions. Goodwill
is not amortized but rather reviewed for impairment annually or more frequently if facts or circumstances indicate that the carrying value may not be
recoverable.
The Company has determined that there is one reporting unit with goodwill subject to goodwill impairment testing. An entity has the option to perform a
qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount prior to
performing the quantitative two-step impairment test.
The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it
is more likely than not that the fair value of a reporting unit is less than its carrying amount prior to performing the quantitative two-step impairment test.
The qualitative assessment evaluates various events and circumstances, such as macro-economic conditions, industry and market conditions, cost factors,
relevant events and financial trends that may impact a reporting unit’s fair value. If, after assessing the totality of events or circumstances, an entity
determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, then additional
impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform the two-step goodwill impairment test.
The impairment test involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value
exceeds book value, goodwill is considered not to be impaired. If, however, the fair value of the reporting unit is less than book value, then an impairment
loss is recognized in an amount equal to the amount that the book value of the reporting unit exceeds its fair value, not to exceed the total amount of
goodwill allocated to the reporting unit.
The Company performs its annual impairment review of goodwill in the fourth quarter of each year and when a triggering event occurs between annual
impairment dates. For 2024, the Company performed a qualitative assessment of goodwill and determined that it was not more likely than not that the fair
value of its reporting unit with goodwill was less than its carrying amount. Accordingly, the Company determined that its goodwill was not impaired.
Government assistance
The Company receives incentives from federal, state and local governments in different regions of the world to primarily encourage the Company to
establish, maintain, or increase investment or employment in the region. Government incentives are recorded in the consolidated financial statements in
accordance with their purpose as a reduction of expense or other income based on the substance of the incentive received. Benefits are generally recorded
when the conditions of the grant are met and there is reasonable assurance of receipt. The amounts are recorded in earnings as the expenses in which the
incentive is meant to offset are incurred. For the years ended December 31, 2024, 2023 and 2022, respectively, other operating income includes $5.4
million, $5.6 million and $3.0 million of government related funding.
Receivable for R&D credit
The French government provides a research and development (“R&D”) tax credit known as Credit Impôt Recherche, or CIR, in order to encourage
Companies to invest in R&D. The tax credit is deductible from the French income tax and any excess is carried forward for three years. After three years,
any unused credit may be reimbursed to the Company by the French government. As of December 31, 2024, the Company had approximately $10.6 million
of receivables from the French government related to CIR, of which $5.8 million was recorded in Income tax receivable and the remaining $4.8 million
was recorded in Other long-term assets. As of December 31, 2023, the Company had approximately $12.1 million of receivables from the French
government related to CIR, of which $5.7 million was recorded in Income tax receivable and the remaining $6.4 million was recorded in Other long-term
assets. CIR is subject to customary audit by the French tax authorities.
Table of Contents
81
Other Investments
Other investments include non-marketable equity investments in privately held companies, which do not have readily determinable fair values, and in
which the Company does not have a controlling interest or significant influence. The Company applies the measurement alternative for non-marketable
equity securities, measuring them at cost, less any impairment. These investments are presented within other long-term assets on our consolidated balance
sheets and are periodically analyzed to determine whether there are indicators of impairment.
Income taxes
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and
for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and
liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes that
these assets will more likely than not be realized. These deferred tax assets are subject to periodic assessments as to recoverability and if it is determined
that it is more likely than not that the benefits will not be realized, valuation allowances are recorded which increase the provision for income taxes. In
making such determination, the Company considers all available positive and negative evidence, including historical taxable income, projected future
taxable income, the expected timing and reversal of existing temporary differences, ability to carryback losses, and tax planning strategies. If based upon
the evidence, it is more likely than not that the deferred tax asset will not be realized, a valuation allowance is recorded. A valuation allowance is
recognized to reduce deferred tax assets to the amount that management believes is more likely than not to be realized.
The Company applies a more-likely-than-not recognition threshold to its accounting for tax uncertainties. The Company reviews all of its tax positions and
makes determinations as to whether its tax positions are more likely than not to be sustained upon examination by the relevant taxing authorities. Only
those benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities are recognized. Interest and
penalties related to uncertain tax positions are recorded in the provision for income taxes in the consolidated statements of operations.
Research and development costs
Research and development costs are expensed as incurred. Research and development expenses consist primarily of salaries and benefits of research and
development employees and costs incurred related to the development of new software products and significant enhancements and engineering changes to
existing software products.
Advertising costs
Advertising costs are expensed as incurred. Advertising expenses were $4.6 million, $5.1 million and $5.0 million for the years ended December 31, 2024,
2023 and 2022, respectively.
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current
portion of operating lease liabilities, and operating lease liabilities, net of current portion on the Company’s consolidated balance sheets.
Stock-based compensation
Employee stock-based awards, consisting of stock options, restricted stock units (RSUs) and employee stock purchase plan (ESPP) shares expected to be
settled by issuing shares of Class A common stock, are recorded as equity awards. The fair value of stock options and ESPP shares on the date of grant is
measured using the Black-Scholes option pricing model. The Company expenses the grant date fair value of its time-vested stock options subject to graded
vesting using the straight-line method over the applicable service period. The Company expenses the fair value of ESPP shares over the offering period.
The fair value of RSUs is measured using the fair value of the Company’s Class A common stock on the date of the grant. The fair value of RSUs is
recognized as expense on a straight-line basis over the requisite service period, which is generally four years.
Table of Contents
82
Business combinations
The Company accounts for business acquisitions using the acquisition method of accounting. The fair value of purchase consideration of the acquired
businesses is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed in the transaction based upon their estimated fair
values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which
may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding
offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever
comes first, any subsequent adjustments are recorded to the consolidated statements of operations.
Recent accounting guidance
Accounting standards adopted
Reference Rate Reform – In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. The Company adopted ASU 2020-04 on December 31, 2024. The adoption of this guidance did not have a
material effect on the Company's 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 Company
adopted this update effective for fiscal year ended December 31, 2024.
Accounting standards not yet adopted
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.
Income Statement – In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures over certain expenses, including
purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This update also
requires disclosure of the total amount of selling expenses and the Company's definition of selling expenses. This update is effective for fiscal years
beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company
is evaluating this ASU to determine the effect on its related disclosures.
Debt – In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversion of
Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be
accounted for as an induced conversion. This update is effective for fiscal years beginning after December 15, 2025, including interim periods within those
fiscal periods. Early adoption is permitted. The Company is evaluating this ASU to determine the effect on its related disclosures.
Table of Contents
83
3. Revenue from contracts with customers
Significant judgments
Software revenue
The Company’s contracts with customers typically include promises to transfer licenses and services to a customer. Judgment is required to determine if
the promises are separate performance obligations within the context of the arrangement, and if so, the allocation of the transaction price to each
performance obligation. The Company’s determination of standalone selling price for performance obligations is based on the midpoint of the range of
historical observable prices for goods and services sold separately. In addition, the Company estimates the standalone selling price for certain performance
obligations where observable prices are not directly available, or a significant portion of historical prices are not within the range. In instances where
standalone selling price was not determined based on the range of historical observable prices for goods and services sold separately, the Company used an
adjusted market assessment approach to estimate the standalone selling price. In such cases the Company has considered market conditions and other
observable inputs, such as internal price lists, peer data, and industry data for a similar or identical product or service. The Company estimates standalone
selling price at contract inception considering all information that is reasonably available and is based on the amount of consideration for which the
Company expects to be entitled in exchange for transferring the promised good or service to the customer. The corresponding revenues are recognized as
the related performance obligations are satisfied.
The Company’s contracts do not include a significant financing component requiring adjustment to the transaction price. Payment terms vary by contract
type; however, arrangements typically stipulate a requirement for the customer to pay within 30 to 60 days.
The Company rarely enters into agreements to modify previously executed contracts, which constitute contract modifications. The Company assesses each
of these contract modifications to determine (i) if the additional products and services are distinct from the products and services in the original
arrangement; and (ii) if the amount of consideration expected for the added products and services reflects the stand-alone selling price of those products
and services, as adjusted for contract-specific circumstances. A contract modification meeting both criteria is accounted for as a separate contract. A
contract modification not meeting both criteria is considered a change to the original contract and is accounted for on either (i) a prospective basis as a
termination of the existing contract and the creation of a new contract; or (ii) a cumulative catch-up basis. Generally, the Company’s contract modifications
meet both criteria and are accounted for as a separate contract, as adjusted for contract-specific circumstances.
Disaggregation of revenue
The Company disaggregates its revenue by type of performance obligation and timing of revenue recognition as follows (in thousands):
Year ended December 31,
2024
2023
2022
Term licenses and other software products
$
388,751 $
353,065 $
320,181
Perpetual licenses
46,537
40,079
43,339
Maintenance
164,380
148,779
135,752
Professional software services
12,232
8,051
7,236
Software related services
25,367
28,032
30,661
Client engineering services
25,027
29,497
28,883
Other
3,494
5,198
6,169
Total revenue
$
665,788 $
612,701 $
572,221
The Company derived approximately 13.3%, 13.6% and 13.9% of its total revenue through indirect sales channels for the years ended December 31, 2024,
2023 and 2022, respectively.
Costs to obtain a contract
The Company pays commissions for new software product and PCS sales as well as for renewals of existing software and PCS contracts. Commissions
paid to obtain renewal contracts are not commensurate with the commissions paid for new product sales and therefore, a portion of the commissions paid
for new contracts relate to future renewals.
Table of Contents
84
The Company accounts for new product sales commissions using a portfolio approach and allocates the cost of commissions in proportion to the allocation
of the transaction price of license and PCS performance obligations. Commissions allocated to the license and license renewal components are expensed at
the time the license revenue is recognized. Commissions allocated to PCS are capitalized and amortized on a straight-line basis over a period of four years,
reflecting the Company’s estimate of the expected period that it will benefit from those commissions. As of December 31, 2024 and 2023, respectively,
capitalized costs to obtain a contract were $4.8 million and $4.3 million recorded in Prepaid and other current assets and $1.0 million and $0.9 million
recorded in Other long-term assets. Sales commissions were $9.1 million, $8.8 million and $8.3 million for the years ended December 31, 2024, 2023 and
2022, respectively, and were included in Sales and marketing expense in the Company’s consolidated statements of operations.
Contract assets
As of December 31, 2024 and 2023, respectively, contract assets were $4.9 million and $5.2 million included in Accounts receivable and $2.1 million and
$2.7 million included in Prepaid expenses and other current assets in the Company's consolidated balance sheets.
Deferred revenue
Deferred revenue consists of billings made or payments received in advance of revenue recognition from software license, PCS and professional services
agreements. The timing of revenue recognition may differ from the timing of billings to customers. Payment terms vary by the type and location of
customer and the products or services offered. The term between invoicing and when payment is due is not significant. The Company generally invoices its
customers annually for the forthcoming year of software licenses, and more frequently for other products and services. Accordingly, the Company’s
deferred revenue balance does not include revenue for future years of multiple year non-cancellable contracts that have not yet been billed.
Approximately $131.2 million of revenue recognized during 2024 was included in the deferred revenue balances at the beginning of the year.
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 $270.6 million as of December
31, 2024, of which the Company expects to recognize approximately 71% over the next 12 months and the remainder thereafter.
4. Acquisitions
2024 Acquisitions
During the year ended December 31, 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 the 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 aggregate allocation included $21.4 million to developed technology, $3.1 million to customer relationships, and $13.0 million to
goodwill, of which $5.1 million is deductible for tax purposes. All goodwill was recorded in the Software segment. The Company expects to finalize the
purchase accounting as soon as practicable, but not later than one year from the respective 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 finalized the valuation of its 2023 acquisitions during the period ended December 31, 2024. There were no significant changes to the
preliminary fair value of assets acquired and liabilities assumed, as previously reported.
The Company recognized a $0.5 million loss, a $5.7 million loss and a $7.2 million gain, respectively, for the years ended December 31, 2024, 2023 and
2022, from a mark-to-market adjustments of contingent consideration associated with acquisitions. The mark-to-market adjustments were included in Other
operating (income) expense, net in the consolidated statements of operations.
As of December 31, 2022, the Company had a $12.0 million contingent consideration liability related to the World Programming acquisition. The
Company settled the liability in October 2023 by issuing 257,382 shares of its Class A common stock in accordance with the acquisition agreement.
Table of Contents
85
5. Supplementary Information
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 statements of cash flows (in thousands):
December 31,
2024
2023
Cash and cash equivalents
$
561,898 $
467,459
Restricted cash included in other long-term assets
144
117
Total cash, cash equivalents, and restricted cash
$
562,042 $
467,576
Restricted cash represents amounts required for a contractual agreement with an insurer for the payment of potential health insurance claims, and term
deposits for bank guarantees.
Accounts receivable, net
Accounts receivable, net consisted of the following (in thousands):
December 31,
2024
2023
Accounts receivable, trade
$
168,625 $
185,275
Contract assets
4,884
5,186
Accounts receivable, net
$
173,509 $
190,461
A provision for expected credit losses for groups of billed and unbilled receivables and contract assets that share similar risk characteristics is recorded
based on an evaluation of historical loss experience, current conditions, and reasonable and supportable forecasts. Accounts are written off when it becomes
apparent that such amounts will not be collected, generally when amounts are past due by greater than one year. Generally, the Company does not require
collateral or charge interest on accounts receivable. Accounts receivable were reported net of a provision for credit loss of $1.7 million and $2.9 million at
December 31, 2024 and 2023, respectively. Activity in the provision for credit loss was as follows (in thousands):
Year ended December 31,
2024
2023
2022
Balance, beginning of year
$
(2,941 ) $
(2,590 ) $
(2,539 )
Provision charged to expense
(414 )
(299 )
(203 )
Write-off, net of recoveries
1,508
6
498
Effects of foreign currency translation
102
(58 )
(346 )
Balance, end of year
$
(1,745 ) $
(2,941 ) $
(2,590 )
Table of Contents
86
Property and equipment, net
Property and equipment consisted of the following (in thousands):
Estimated
December 31,
useful lives
2024
2023
Land
Indefinite
$
8,371
$
8,376
Building and improvements
5-39 years
17,903
17,528
Computer equipment and software
3-5 years
47,397
45,678
Office furniture and equipment
5-15 years
13,738
14,402
Leasehold improvements
(1 )
9,284
8,380
Total property and equipment
96,693
94,364
Less: accumulated depreciation and amortization
55,685
54,561
Property and equipment, net
$
41,008
$
39,803
(1)
Shorter of lease term or estimated useful life, generally ranging from five to ten years.
Depreciation expense was $9.1 million, $8.3 million and $8.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Other liabilities
The following table provides the details of other accrued expenses and current liabilities (in thousands):
December 31,
2024
2023
Income taxes payable
$
13,965 $
12,239
Accrued VAT
10,390
8,710
Accrued professional fees
5,718
2,436
Obligations related to acquisitions of businesses and technology
5,621
3,286
Employee stock purchase plan obligations
4,762
4,155
Accrued royalties
2,562
2,313
Non-income tax liabilities
2,335
2,473
Billings in excess of cost
2,138
2,385
Defined contribution plan liabilities
1,491
1,454
Other current liabilities
7,076
8,947
Total
$
56,058 $
48,398
The following table provides the details of other long-term liabilities (in thousands):
December 31,
2024
2023
Income tax reserves
$
11,902 $
16,254
Pension and other post-retirement liabilities
16,052
15,815
Deferred tax liabilities
13,314
12,870
Other liabilities
6,749
2,212
Total
$
48,017 $
47,151
Table of Contents
87
Other (income) expense, net
Other (income) expense, net consists of the following (in thousands):
Year ended December 31,
2024
2023
2022
Interest income
$
(22,995 ) $
(16,855 ) $
(4,127 )
Foreign exchange loss (gain)
2,214
(1,637 )
4,405
Expense on repurchase of convertible senior notes
—
—
16,621
Other (income) expense, net
$
(20,781 ) $
(18,492 ) $
16,899
6. Goodwill and other intangible assets
Goodwill
The changes in the carrying amount of goodwill, which is attributable to the Software reportable segment, are as follows (in thousands):
Balance as of December 31, 2022
$
449,048
Acquisitions
2,948
Foreign currency translation and other
6,129
Balance as of December 31, 2023
458,125
Acquisitions
13,027
Foreign currency translation and other
(8,693 )
Balance as of December 31, 2024
$
462,459
Other intangible assets
A summary of other intangible assets is shown below (in thousands):
December 31, 2024
Weighted
average
amortization
period
Gross
carrying
amount
Accumulated
amortization
Net carrying
amount
Developed technology
4-6 years $
159,815 $
112,494 $
47,321
Customer relationships
4-10 years
60,556
44,524
16,032
Trade names and other intangibles
3-10 years
11,551
1,967
9,584
Total other intangible assets
$
231,922 $
158,985 $
72,937
December 31, 2023
Weighted
average
amortization
period
Gross
carrying
amount
Accumulated
amortization
Net carrying
amount
Developed technology
4-6 years $
142,368 $
90,729 $
51,639
Customer relationships
7-10 years
58,316
37,779
20,537
Trade names and other intangibles
4-10 years
11,937
563
11,374
Total other intangible assets
$
212,621 $
129,071 $
83,550
Amortization expense related to amortizing intangible assets was $33.0 million, $30.9 million and $27.5 million for the years ended December 31, 2024,
2023 and 2022, respectively.
Table of Contents
88
Estimated amortization expense for the next five years as of December 31, 2024, is as follows (in thousands):
Year ending
December 31, 2025
$
29,670
December 31, 2026
23,528
December 31, 2027
11,680
December 31, 2028
5,981
December 31, 2029
1,922
Thereafter
156
Total
$
72,937
7. Debt
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 Company entered into an Indenture relating to the issuance of the 2027 Notes dated June 14, 2022 (the “Indenture”), by and between the Company and
U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after
which the 2027 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving
the Company after which the 2027 Notes become automatically due and payable. The 2027 Notes are senior unsecured obligations of the Company.
The 2027 Notes mature on June 15, 2027, unless earlier repurchased, redeemed or converted. Prior to the consummation of the Merger, the Company may
redeem for cash all or, subject to certain limitations, any portion of the 2027 Notes, at its option, on or after June 20, 2025 if the last reported sale price of
Altair's Class A Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive)
during any 30 consecutive trading day period, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest to, but excluding, the redemption date. Once the Merger is consummated, the Company will settle conversions solely in cash based upon the
per share Merger Consideration payable under the Merger Agreement. The 2027 Notes bear interest at a rate of 1.750% per year, payable semiannually in
arrears on June 15 and December 15 of each year, which commenced on December 15, 2022.
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 Class A common stock. The conversion rate will be subject to
adjustment upon the occurrence of certain events specified in the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, upon
the occurrence of a make whole fundamental change, which includes the Merger, or a redemption period (each as defined in the Indenture), the Company
will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder who elects to convert its 2027 Notes in
connection with such make whole fundamental change or during the relevant redemption period.
Prior to the Merger, holders of the 2027 Notes may convert all or any portion of their 2027 Notes at any time prior to the close of business on the business
day immediately preceding December 15, 2026, in integral multiples of $1,000 principal amount, only under the following circumstances:
•
during any calendar quarter, if the last reported sale price of the Class A Common Stock for at least 20 trading days (whether or not
consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding
calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
•
during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as
defined in the Indenture) per $1,000 principal amount of the 2027 Notes for each trading day of the measurement period was less than 98%
of the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day;
Table of Contents
89
•
if the Company calls the 2027 Notes for redemption (which the Company may not do prior to June 20, 2025), at any time prior to the close of
business on the scheduled trading day immediately preceding the redemption date but only with respect to the 2027 Notes called (or deemed
called) for redemption; or
•
upon the occurrence of specified corporate events.
On or after December 15, 2026 until the close of business on the business day immediately preceding the maturity date, holders may convert their 2027
Notes at any time, regardless of the foregoing circumstances. Upon conversion prior to the consummation of the Merger, the Company will pay or deliver,
as the case may be, cash, shares of Class A Common Stock or a combination of cash and shares of the 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 December 31, 2024, the conditions allowing holders of the 2027 Notes to convert were met. Therefore, the 2027 Notes were
classified as current on the consolidated balance sheet as of December 31, 2024. During the period ended December 31, 2023, 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
December 31, 2023.
As of December 31, 2024, the “if converted value” of the 2027 Notes exceeded the principal amount by $120.1 million.
2024 Notes
In June 2019, the Company issued $230.0 million aggregate principal amount of 0.25% convertible senior notes maturing on June 1, 2024 (the "2024
Notes" together with the 2027 Notes "Convertible Notes"), which includes 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 issuance costs. 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. The interest rate was fixed at 0.25% per year, payable semi-annually in arrears on June 1 and December 1 of each year, which
commenced on December 1, 2019.
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. The Company recognized expense of $16.6 million, representing the fair value of
the consideration paid to certain holders of the 2024 Notes in excess of the value to which they were entitled to receive on the respective settlement dates.
The amount is included in Other expense, net in the Company’s consolidated statement of operations.
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):
December 31, 2024
December 31, 2023
2027 Notes
2024 Notes
2027 Notes
2024 Notes
Principal
$
230,000 $
—
230,000 $
81,729
Less: unamortized debt issuance costs
2,894
—
4,071
274
Net carrying amount
$
227,106 $
— $
225,929 $
81,455
The interest expense related to the 2027 and 2024 Notes was as follows (in thousands):
Year ended December 31,
2024
2023
2022
Contractual interest expense
$
4,110 $
4,230 $
2,452
Amortization of debt issuance cost and discount
1,452
1,806
1,745
Total
$
5,562 $
6,036 $
4,197
Table of Contents
90
Credit agreement
Revolving credit facility
As of December 31, 2024, the Company had a $200.0 million credit agreement with a maturity date of December 31, 2025 (“2019 Amended Credit
Agreement”) and there were no outstanding borrowings. The 2019 Amended Credit Agreement is available for general corporate purposes, including
working capital, capital expenditures, and permitted acquisitions.
Borrowings under the 2019 Amended Credit Agreement bear interest at a rate per annum equal to an agreed upon applicable margin plus, at the Company’s
option, either the Alternate Base Rate (defined as the greatest of (1) the Prime Rate (as defined in the 2019 Amended Credit Agreement) in effect on such
day, (2) the Federal Funds Effective Rate (as defined in the 2019 Amended Credit Agreement) in effect on such day plus 1/2 of 1.00% and (3) the Adjusted
Term SOFR Rate (as defined in the 2019 Amended Credit Agreement) for one-month interest period as published two U.S. Government Securities
Business Days prior to such day (or if such day is not a business day, the immediately preceding business day) plus 1.00%) or the Adjusted Term SOFR
Rate. The applicable margin for borrowings under the 2019 Amended Credit Agreement is based on the Company’s most recently tested senior secured
leverage ratio and will vary from (a) in the case of Term Benchmark loans, 1.25% to 2.00%, and (b) in the case of ABR loans or swingline loans, 0.25% to
1.00%. The Company pays a commitment fee ranging from 0.15% to 0.30% on the unused portion of the 2019 Amended Credit Agreement.
Collateral and guarantees
The 2019 Amended Credit Agreement is secured by collateral including (i) substantially all of the Company’s properties and assets, and the properties and
assets of the Company’s domestic subsidiaries but excluding any patents, copyrights, patent applications or copyright applications or any trade secrets or
software products and (ii) pledges of the equity interests in all present and future domestic subsidiaries (subject to certain exceptions as provided for under
the 2019 Amended Credit Agreement). The Company’s direct and indirect domestic subsidiaries are guarantors of all the obligations under the 2019
Amended Credit Agreement.
Debt covenants
The 2019 Amended Credit Agreement requires the Company to maintain a Senior Secured Leverage Ratio not greater than 3.00 to 1.00 as of the last day of
each fiscal quarter. The Senior Secured Leverage Ratio is defined as the ratio of total indebtedness secured by a lien (net of unrestricted domestic cash in
excess of $20.0 million) to EBITDA, as such terms are defined in the 2019 Amended Credit Agreement, for the rolling four quarter period ending on such
date. As of December 31, 2024, the Company was in compliance with its financial covenants.
Other
The Company has available overdraft and line of credit facilities in several countries in which it operates. These credit facilities are with various domestic
and international banks and are at quoted market rates. As of December 31, 2024 and 2023, the Company had $2.0 million and $2.4 million, respectively,
of availability under these facilities and there were no outstanding commitments.
8. Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease assets and operating lease obligations
on the Company’s consolidated balance sheets.
Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s
obligation to make lease payments under the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of
the future minimum lease payments over the lease term at commencement date. At commencement date, the ROU asset also includes adjustments for lease
prepayments, lease incentives received and the lessee's initial direct costs, if applicable. As most of the Company’s leases do not provide an implicit rate,
the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future
payments. The incremental borrowing rates are determined using rates specific to the term of the lease, economic environments where lease activity is
concentrated, value of lease portfolio, and assuming full collateralization of the loans. Subsequent to the commencement date, the operating ROU asset is
equal to the remeasured lease liability adjusted for cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term,
unamortized lease incentives, unamortized initial direct costs and any impairment of the ROU assets. The lease terms may include options to extend or
terminate the lease when it is reasonably certain that the Company will exercise that option. Lease cost for minimum lease payments is recognized on a
straight-line basis over the lease term.
Table of Contents
91
The Company does not recognize a lease liability or ROU asset for short-term leases (leases with a term of twelve months or less). For contracts with lease
and non-lease components, the Company does not allocate the contract consideration, and accounts for the lease and non-lease components as a single lease
component.
The Company’s operating leases consist of office facilities, office equipment and cars. The Company’s leases have remaining terms of less than one year to
15 years, some of which include one or more options to renew and some of which include options to terminate the leases within the next three years. The
Company did not have any finance leases as of December 31, 2024.
Operating lease cost was $14.0 million, $13.1 million and $13.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. Operating
lease cost includes short-term leases and variable lease costs, which are immaterial. Rent cost related to operating leases for office facilities was $11.7
million, $11.3 million and $11.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Other information related to operating leases for the years ended December 31, 2024, 2023 and 2022 is as follows:
December 31,
2024
2023
Weighted average remaining lease term of operating leases
5.7 years
6 years
Weighted average discount rate of operating leases
4.6 %
3.9 %
Year ended December 31,
(in thousands)
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
(10,641 ) $
(11,606 ) $
(12,949 )
ROU assets obtained in exchange for new operating lease obligations
$
9,150 $
17,023 $
12,455
Maturities of operating lease liabilities as of December 31, 2024, were as follows (in thousands):
Year ending December 31,
2025
$
9,550
2026
8,614
2027
6,277
2028
3,438
2029
2,669
Thereafter
7,492
Total future lease payments
38,040
Less: present value adjustment
6,023
Total operating lease liabilities
$
32,017
9. Fair value measurements
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
Table of Contents
92
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 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 debt 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 December 31, 2024, the estimated fair value of the 2027 Notes was $358.1 million, and is presented for required disclosure
purposes only. For further information on the Convertible Notes see Note 7.
10. Stockholders’ equity
Preferred stock
As of December 31, 2024, the Company had authorized 45,000,000 shares of preferred stock, par value $0.0001, of which no shares were issued or
outstanding. The Board of Directors has the authority to issue the preferred stock in one or more series and to fix rights, preferences, privileges, and
restrictions, including dividends and the number of shares constituting any series or the designation of such series, without any further vote or action by the
stockholders.
Common stock
As of December 31, 2024, the Company had authorized 513,796,572 shares of Class A common stock, par value $0.0001, and 41,203,428 shares of Class
B common stock, par value $0.0001. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to
voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten
votes per share and is convertible into one share of Class A common stock.
The holders of Class A and Class B common stock are entitled to dividends at the sole discretion of the Board of Directors. No common stock dividends
were declared or paid in 2024, 2023, or 2022.
Stock repurchase program
The Company has a stock repurchase program for up to $75.0 million of the Company's outstanding Class A Common Stock. As permitted by securities
laws and other legal requirements and subject to market conditions and other factors, purchases under the program may be made from time to time in the
open market at prevailing prices, or through privately negotiated transactions. The Company is not obligated to repurchase any dollar amount or number of
shares, and the stock repurchase program may be suspended or terminated at any time. All shares repurchased under the stock repurchase program are
retired. The Company intends to use the share repurchase plan to opportunistically return capital to shareholders while still focusing on its primary goal of
investing in the business to drive growth.
The Company did not repurchase any shares in 2024. During the year ended December 31, 2023, under the Company's stock repurchase program, the
Company repurchased 91,273 shares at an average price of $46.63 per share for a total cost of $4.3 million.
11. Stock-based compensation
2001 stock-based compensation plans
Nonqualified stock option plan
In 2001, the Company established the Nonqualified Stock Option Plan (“NSO Plan”) under which 623,539 stock options with an exercise price of $.000025
remain outstanding as of December 31, 2024. The NSO Plan was terminated in 2003. Stock options under the NSO plan were immediately vested and have
a contractual term of 35 years from the date of grant. The outstanding awards will continue to be governed by their existing terms under the NSO Plan. The
NSO Plan is accounted for as an equity plan.
Table of Contents
93
The following table summarizes the stock option activity under the NSO Plan:
Number of
options
Weighted
average
exercise price
per share
Weighted
average
remaining
contractual
term (years)
Aggregate
intrinsic value (in
millions)
Outstanding as of December 31, 2023
994,884 $
0.000025
13.0
Exercised
(371,345 ) $
0.000025
Outstanding and exercisable as of December 31, 2024
623,539 $
0.000025
12.0 $
68.0
The total intrinsic value of the NSO Plan stock options exercised during the years ended December 31, 2024, 2023 and 2022, was $33.8 million, $11.5
million and $11.0 million, respectively.
2012 stock-based compensation plans
During 2012, the Company established the 2012 Incentive and Nonqualified Stock Option Plan (“2012 Plan”) which permits the issuance of 5,200,000
shares of Class A common stock for the grant of nonqualified stock options and incentive stock options for management, other employees, and board
members of the Company. The options are issued at a price equal to or greater than fair market value at date of grant. All options have a contractual term of
10 years from date of grant.
The 2012 Plan is accounted for as an equity plan. For those options expected to vest, compensation expense is recognized on a straight-line basis over a
four-year period, the total requisite service period of the awards.
The following table summarizes the stock option activity under the 2012 Plan for the periods indicated as follows:
Number of
options
Weighted
average
exercise price
per share
Weighted
average
remaining
contractual
term (years)
Aggregate
intrinsic value
(in millions)
Outstanding as of December 31, 2023
271,359 $
4.46
2.5
Exercised
(111,992 ) $
4.24
Outstanding and exercisable as of December 31, 2024
159,367 $
4.62
1.9 $
16.7
The total intrinsic value of the 2012 Plan stock options exercised during the years ended December 31, 2024, 2023 and 2022, was $10.1 million, $6.6
million and $8.5 million, respectively.
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 and 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 December 31, 2024, the Company had 6,625,144 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
384,424
Vested
(530,732 )
Forfeited
(33,191 )
Outstanding as of December 31, 2024
906,852
Table of Contents
94
The weighted average grant date fair value of the RSUs granted in 2024 was $80.60 and the RSUs generally vest in four equal annual installments. The fair
value of RSUs that vested during the year ended December 31, 2024, was $47.2 million. Total compensation cost related to nonvested awards not yet
recognized as of December 31, 2024, was $98.9 million and is expected to be recognized over a weighted average period of 2.2 years.
The following table summarizes the stock option activity under the 2017 Plan for the period:
Number of
options
Weighted
average
exercise price
per share
Weighted
average
remaining
contractual
term (years)
Aggregate
intrinsic value
(in millions)
Outstanding as of December 31, 2023
7,602,078 $
52.81
7.8
Granted
417,459 $
79.19
Exercised
(1,325,265 ) $
49.91
Forfeited
(124,821 ) $
55.94
Outstanding as of December 31, 2024
6,569,451 $
55.01
7.1 $
355.4
Exercisable as of December 31, 2024
3,940,042 $
51.61
6.5 $
226.5
The total intrinsic value of the 2017 Plan stock options exercised during the years ended December 31, 2024, 2023 and 2022, was $58.6 million, $20.7
million and $1.1 million, respectively.
Fair value of equity awards
The Company measures the fair value of its stock options on the date of grant using the Black-Scholes option pricing model. This valuation model requires
the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period
under which the options will be outstanding, the rate of return on risk-free investments, and the expected dividend yield for the Company’s stock.
The fair values of the Company’s stock options granted during the year ended December 31, 2024, 2023 and 2022, were estimated using the following
assumptions:
2024 grants
2023 grants
2022 grants
Weighted average grant date fair value per share
$79.03 - 85.52
$65.19 - 67.65
$44.63 - 64.79
Expected volatility
35%
35%
35%
Expected term (in years)
6.25
6.25
6.25
Risk-free interest rate
4.2% - 4.3%
3.5% - 4.3%
1.7% - 4.2%
Expected dividend yield
0%
0%
0%
These assumptions and estimates are as follows:
•
Fair Value of Common Stock. The Company used the publicly quoted price as reported on the Nasdaq Global Select Market as the fair value of
its common stock.
•
Expected Term. The Company used the simplified method to determine the expected term.
•
Risk-Free Interest Rate. The Company based the risk-free interest rate on U.S. Treasury zero-coupon yield curves with a remaining term equal to
the expected term of the option.
•
Expected Volatility. As the Company does not have an extensive trading history for its common stock, the expected volatility was derived using
the historical volatility of the returns of comparable publicly traded companies combined with the brief trading history of the Company’s
common stock.
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. As of December 31, 2024, the Company had 2,706,534 shares of its common stock available for future issuances under the ESPP.
Table of Contents
95
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.
Each offering period will last a number of months determined by the plan administrator, up to a maximum of 27 months. The final offering period began on
July 15, 2024, and ended on January 14, 2025. The plan administrator has suspended all future offering periods.
The ESPP allowed participants to purchase the Company’s common stock through payroll deductions, up to a maximum of 15% of their eligible
compensation or $25,000, whichever is lower, and subject to limitations under Section 423 of the Internal Revenue Code. The plan administrator has
limited participant contributions to $1,000 per month to prevent prejudicial advantages to higher compensated employees. Participants may withdraw from
the ESPP and receive a refund of their accumulated payroll contributions at any time prior to a purchase date.
The Company issued 125,686, 182,883 and 184,897 shares of common stock under the ESPP during the years ended December 31, 2024, 2023 and 2022,
respectively. As of December 31, 2024 and 2023, $4.8 million and $4.2 million, respectively, has 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. The Company recognized $2.9 million, $2.4
million and $2.6 million of stock-based compensation expense related to the ESPP for the years ended December 31, 2024, 2023, and 2022, respectively.
Other
In connection with the acquisition of World Programming in December 2021, per the World Programming stock purchase agreement, $29.5 million of the
Company’s Class A Common Stock was issued to existing employees, subject to continuing employment and certain other contingencies. The accounting
treatment for these shares in the context of the business combination was to recognize the expense as a post-combination expense, not as transaction
consideration. As of December 31, 2024, the service period was met. Stock-based compensation expense includes $3.1 million, $8.0 million and $17.6
million for the years ended December 31, 2024, 2023 and 2022, respectively.
In connection with the acquisition of Powersim Inc. in March 2022, per the Powersim stock purchase agreement, 68,792 shares of the Company’s Class A
Common Stock were issued to existing employees, subject to continuing employment and certain other contingencies. The shares were issued on the one-
and two-year anniversaries of the closing. The accounting treatment for these shares in the context of the business combination was to recognize the
expense as a post-combination expense, not as transaction consideration. The post combination expense was determined to have a fair value of
approximately $4.3 million and was recognized on an accelerated method over the employment period. As of December 31, 2024, the service period was
met, and all shares have been issued. Stock-based compensation expense includes $0.2 million, $1.4 million and $2.7 million for the years ended December
31, 2024, 2023 and 2022, respectively.
In connection with the acquisition of Concept Engineering in June 2022, per the Concept Engineering stock purchase agreement, 105,082 shares of the
Company’s Class A Common Stock were issued to existing employees, subject to continuing employment and certain other contingencies. The shares were
issued in installments of 52,541 shares on the one- and two-year anniversaries of the closing. The accounting treatment for these shares in the context of the
business combination was to recognize the expense as a post-combination expense, not as transaction consideration. The post combination expense was
determined to have a fair value of approximately $6.0 million and was recognized on an accelerated method over the employment period. As of December
31, 2024, the service period was met, and all shares have been issued. Stock-based compensation expense includes $0.6 million, $2.6 million and $2.7
million for the years ended December 31, 2024, 2023 and 2022, respectively.
In connection with the acquisition of Research in Flight ("RIFL") in April 2024, the Company agreed to issue an aggregate of 18,000 shares of the
Company's Class A Common Stock to stockholders of RIFL, with 9,000 shares issuable on each of April 15, 2025, and April 2026, subject to potential
reduction in certain circumstances. The accounting treatment for these shares in the context of the business combination was to recognize the expense as a
post-combination expense, not as transaction consideration. The post combination expense was determined to have a fair value of approximately $1.5
million which is recognized over the two-year period. As of December 31, 2024, the weighted average remaining recognition period is 1.3 years. Stock-
based compensation expense includes $0.8 million for the year ended December 31, 2024.
Table of Contents
96
Stock-based compensation expense
The stock-based compensation expense was recorded as follows (in thousands):
Year ended December 31,
2024
2023
2022
Cost of revenue-software
$
8,397 $
10,095 $
8,351
Research and development
25,630
33,842
36,250
Sales and marketing
19,459
28,376
30,370
General and administrative
14,194
13,268
9,816
Total stock-based compensation expense
$
67,680 $
85,581 $
84,787
12. Income taxes
The components of income (loss) before income taxes are as follows (in thousands):
Year ended December 31,
2024
2023
2022
U.S.
$
(8,279 ) $
(21,803 ) $
(62,702 )
Non-U.S.
40,909
34,422
34,489
$
32,630 $
12,619 $
(28,213 )
The significant components of income tax expense are as follows (in thousands):
Year ended December 31,
2024
2023
2022
Current
U.S. Federal
$
— $
— $
—
Non-U.S.
19,168
22,746
18,759
U.S. State and Local
(6 )
1,118
621
Total current
19,162
23,864
19,380
Deferred
U.S. Federal
36
35
23
Non-U.S.
(773 )
(2,384 )
(4,206 )
U.S. State and Local
30
30
19
Total deferred
(707 )
(2,319 )
(4,164 )
Income tax expense
$
18,455 $
21,545 $
15,216
Table of Contents
97
The reconciliation of income taxes calculated at the U.S. Federal statutory income tax rate to income tax expense is as follows (in thousands):
Year ended December 31,
2024
2023
2022
U.S. federal statutory rate
21 %
21 %
21 %
Income taxes at U.S. federal statutory rate
$
6,852
$
2,650
$
(5,925 )
Foreign income taxes at rates other than the federal statutory rate
2,626
1,733
2,249
U.S. state and local income taxes, net of U.S. federal tax benefit
(3,054 )
(1,952 )
(5,976 )
U.S. effect of foreign operations
2,315
(9,931 )
15,827
Change in valuation allowance
25,493
29,849
7,830
Foreign withholding taxes
8,501
7,444
6,738
U.S. foreign tax credit and deduction
(8,261 )
(17,522 )
(12,315 )
Research and development tax credit
597
391
(326 )
Stock-based compensation
(7,695 )
1,361
8,649
Other
920
123
1,250
Uncertain tax positions
(693 )
6,370
472
FDII deduction
(9,146 )
(169 )
(5,245 )
Mark-to-market adjustment of contingent consideration
—
1,198
(1,502 )
Repurchase of convertible senior notes
—
—
3,490
Income tax expense
$
18,455
$
21,545
$
15,216
The Tax Cuts and Jobs Act, or the Tax Act, subjects a U.S. shareholder to current tax on global intangible low-taxed income (“GILTI”) earned by certain
foreign subsidiaries. The impact of GILTI resulted in no incremental tax expense for the years ended December 31, 2024, 2023 and 2022 due to a full
valuation allowance on U.S. net deferred tax assets. In addition, the Company has made an accounting policy election to treat taxes due under the GILTI
provision as a current period expense.
Deferred income tax assets and liabilities result from differences in the basis of assets and liabilities for tax and financial statements purposes. The
approximate tax effect of each type of temporary difference, and operating losses and tax credit carryforwards that give rise to a significant portion of the
deferred tax assets and liabilities are as follows (in thousands):
December 31,
2024
2023
Deferred tax assets:
Deferred revenue
$
6,419 $
9,730
Net operating loss carryforwards
57,933
60,702
Tax credit carryforwards
39,987
48,752
Stock-based compensation
13,491
12,011
Capitalized research and development
87,261
58,946
Lease obligation
6,330
7,517
Employee benefits
7,994
6,955
Merger costs
4,288
—
Other
3,704
3,910
Total gross deferred tax assets
227,407
208,523
Less: valuation allowances
(204,954 )
(179,766 )
Net deferred tax assets
22,453
28,757
Deferred tax liabilities:
Prepaid royalties
1,609
3,602
Property and equipment and intangibles
13,174
16,610
Deferred tax on investment in subsidiary
3,220
1,950
Lease right of use asset
6,193
7,357
Other
2,801
2,153
Total deferred tax liabilities
26,997
31,672
Total net deferred tax liabilities
$
(4,544 ) $
(2,915 )
(1)
Reflects gross amount before jurisdictional netting of deferred tax assets and liabilities.
(1)
Table of Contents
98
Deferred tax assets and liabilities are determined separately for each tax jurisdiction on a separate or on a consolidated tax filing basis, as applicable, in
which the Company conducts its operations or otherwise incurs taxable income or losses. A valuation allowance is recorded when it is more likely than not
that some portion or all of the gross deferred tax assets will not be realized. The realization of deferred tax assets depends on the ability to generate
sufficient taxable income of the appropriate character within the carryback or carryforward periods provided for in the tax law for each applicable tax
jurisdiction. The Company considers the following possible sources of taxable income when assessing the realization of deferred tax assets:
•
taxable income in prior carryback years;
•
future reversals of existing taxable temporary differences;
•
future taxable income exclusive of reversing temporary differences and carryforwards; and
•
prudent and feasible tax planning strategies that the Company would be willing to undertake to prevent a deferred tax asset from otherwise
expiring.
The assessment regarding whether a valuation allowance is required or whether a change in judgment regarding the valuation allowance has occurred also
considers all available positive and negative evidence, including but not limited to:
•
nature, frequency, and severity of cumulative losses in recent years;
•
duration of statutory carryforward and carryback periods;
•
statutory limitations against utilization of tax attribute carryforwards against taxable income;
•
historical experience with tax attributes expiring unused; and
•
near‑ and medium‑term financial outlook.
The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. Accordingly, it
is generally difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as
cumulative losses in recent years. The Company uses the actual results for the last two years and current year results as the primary measure of cumulative
losses in recent years.
The evaluation of deferred tax assets requires judgment in assessing the likely future tax consequences of events recognized in the financial statements or
tax returns and future profitability. The recognition of deferred tax assets represents the Company’s best estimate of those future events. Changes in the
current estimates, due to unanticipated events or otherwise, could have a material effect on the Company’s results of operations and financial condition.
In certain tax jurisdictions, the Company’s analysis indicates that it has cumulative losses in recent years. This is considered significant negative evidence,
which is objective and verifiable and, therefore, difficult to overcome. However, the cumulative loss position is not solely determinative and, accordingly,
the Company considers all other available positive and negative evidence in its analysis. Based on its analysis, the Company has recorded a valuation
allowance for the portion of deferred tax assets where based on the weight of available evidence it is unlikely to realize those deferred tax assets.
Based on the evidence available including a lack of sustainable earnings, the Company in its judgment previously recorded a valuation allowance against
substantially all of its net deferred tax assets in the United States. If a change in judgment regarding this valuation allowance were to occur in the future, the
Company will record a potentially material deferred tax benefit, which could result in a favorable impact on the effective tax rate in that period.
The Company continues to record deferred foreign taxes on gross book-tax basis differences to the extent of foreign distributable reserves and excess cash
balances for its subsidiary in India. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings is
not practicable.
Table of Contents
99
The following table summarizes the changes to the valuation allowance balance (in thousands):
Year ended December 31,
2024
2023
2022
Beginning balance
$
179,766
$
149,441
$
119,981
Additions charged to expense
27,481
30,665
7,830
Deductions
(1,988 )
(816 )
—
Other
(305 )
476
21,630
Ending balance
$
204,954
$
179,766
$
149,441
The change in valuation allowance in Other for 2024 of $(0.3) million is primarily related to currency translation. The change in valuation allowance in
Other for 2023 of $0.5 million is primarily related to currency translation. The change in the valuation allowance in Other for 2022 of $21.6 million is
primarily related to a $6.8 million increase from the adoption of ASU 2020-06 for convertible debt instruments, and a $13.1 million valuation allowance
recorded on deferred tax assets established during purchase accounting from the RapidMiner acquisition.
The following table summarizes the amount and expiration dates of operating loss and tax credit carryforwards as of December 31, 2024 (in thousands):
Expiration dates
Amounts
U.S. general business credits and loss carryforwards
2025-Indefinite
$
62,990
Foreign general business credits and loss carryforwards
2025-Indefinite
13,029
U.S. foreign tax credits
2027 - 2033
21,901
Total operating loss and tax credit carryforwards
$
97,920
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):
Year ended December 31,
2024
2023
2022
Unrecognized tax benefits—January 1
$
38,219 $
28,977 $
16,376
Additions for tax positions of current period
50
9,435
50
Additions for tax positions of prior periods
—
901
13,910
Reductions for tax positions of prior periods
(4,891 )
(500 )
(1,334 )
Reductions due to statute of limitations
(427 )
(594 )
(25 )
Unrecognized tax benefits—December 31
$
32,951 $
38,219 $
28,977
As of December 31, 2024, the Company had $11.6 million of gross unrecognized tax benefits that if recognized would affect the effective tax rate. The
Company expects a reduction over the next 12 months in the gross unrecognized tax benefits of approximately $12.8 million which if recognized would not
impact the effective tax rate during 2025.
The Company operates globally but considers its more significant tax jurisdictions to include the United States, India, Germany, Japan, and China. India
has tax years open for examination from 2011 through 2024. All other significant jurisdictions have open tax years from 2017 through 2024.
The Company records interest and penalties with respect to unrecognized tax benefits as a component of the provision for income taxes. For the years
ended December 31, 2024, 2023, and 2022, accrued interest and penalties related to unrecognized tax benefits were approximately $0.6 million, $1.2
million, and $1.0 million, respectively, all of which if recognized would affect the effective tax rate.
13. Net income (loss) per share
Basic net income (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 net income (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.
The treasury stock method is used to calculate the effect of dilutive securities, stock options, RSUs and ESPP shares and the if-converted method is used to
calculate the effect of convertible instruments. The following table
Table of Contents
100
sets forth the computation of the numerators and denominators used in the basic and diluted net income (loss) per share amounts (in thousands, except per
share data):
Year ended December 31,
2024
2023
2022
Numerator:
Net income (loss)
$
14,175
$
(8,926 )
$
(43,429 )
Interest expense related to convertible notes, net of tax
—
—
—
Numerator for diluted income (loss) per share
$
14,175
$
(8,926 )
$
(43,429 )
Denominator:
Weighted average shares outstanding, basic
84,085
80,596
79,472
Effect of dilutive shares
4,473
—
—
Weighted average shares outstanding, diluted
88,558
80,596
79,472
Income (loss) per share, basic
$
0.17
$
(0.11 )
$
(0.55 )
Income (loss) per share, diluted
$
0.16
$
(0.11 )
$
(0.55 )
(1) Interest expense related to the convertible notes has been excluded from the numerator for diluted earnings per share because its effect would have been anti-dilutive.
Anti-dilutive shares excluded from the computation of diluted net income (loss) per share were as follows (in thousands):
Year ended December 31,
2024
2023
2022
Convertible shares
3,209
3,753
4,958
Stock options and ESPP shares
—
3,293
961
Total shares excluded from calculation
3,209
7,046
5,919
Since the Company was in a net loss position for the years ended December 31, 2023 and 2022, basic net loss per share attributable to common
stockholders is the same as diluted net loss per share for those periods as the inclusion of all potential common shares outstanding would have been anti-
dilutive.
14. Retirement benefits
The Company sponsors a 401(k)-profit sharing plan (the “Plan”) for all eligible U.S. employees. This Plan allows eligible employees to contribute up to
80% of their compensation to the Plan. The Company makes discretionary matching contributions to the Plan provided the employee is employed on the
last day of the year. Such discretionary contributions vest ratably over five years of service. The Company’s contributions to the Plan were $1.5 million,
$1.6 million and $1.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The Company also participates in government-mandated retirement and/or termination indemnity plans, benefiting certain non-U.S. employees.
Termination benefits are generally lump sum payments based upon an individual’s years of credited service and annual salary at retirement. These plans are
generally unfunded, and employees receive payments at the time of retirement or termination under applicable labor laws or agreements. The amount of net
benefit cost recorded in the consolidated statements of operations for these plans was $2.5 million, $2.6 million and $2.5 million in 2024, 2023 and 2022,
respectively. The amount of benefits paid under these plans was $0.6 million, $0.4 million and $0.7 million in 2024, 2023 and 2022, respectively. The
accumulated benefit obligation, unlike the projected benefit obligation, does not reflect expected benefit increases from future salary levels, and was $12.8
million and $11.6 million as of December 31, 2024 and 2023, respectively, under these plans. The projected benefit obligation, net of plan assets, was
$17.3 million and $16.8 million as of December 31, 2024 and 2023, respectively.
(1)
Table of Contents
101
A summary of the components of the pension benefits obligation recorded in the consolidated balance sheets are as follows (in thousands):
December 31,
2024
2023
Other long-term assets
$
19 $
135
Accrued compensation and benefits
1,247
1,170
Other long-term liabilities
16,052
15,815
$
17,280 $
16,850
The estimated future benefit payments, which reflect expected future service that are expected to be paid for each of the next five years are as follows (in
thousands):
Year ending
December 31, 2025
$
1,319
December 31, 2026
$
1,572
December 31, 2027
$
1,372
December 31, 2028
$
1,260
December 31, 2029
$
1,114
Next five years
$
7,627
15. Accumulated other comprehensive loss
The components of accumulated other comprehensive loss are as follows (in thousands):
Foreign
currency
translation
Retirement
related
benefit plans
Total
Balance as of December 31, 2021
$
(6,400 ) $
(2,550 ) $
(8,950 )
Other comprehensive (loss) income before reclassification
(24,084 )
87
(23,997 )
Amounts reclassified from accumulated other comprehensive loss
—
3,253
3,253
Tax effects
—
(308 )
(308 )
Other comprehensive (loss) income
(24,084 )
3,032
(21,052 )
Balance as of December 31, 2022
(30,484 )
482
(30,002 )
Other comprehensive income (loss) before reclassification
9,011
(16 )
8,995
Amounts reclassified from accumulated other comprehensive loss
—
(1,479 )
(1,479 )
Tax effects
—
177
177
Other comprehensive income (loss)
9,011
(1,318 )
7,693
Balance as of December 31, 2023
(21,473 )
(836 )
(22,309 )
Other comprehensive loss before reclassification
(15,490 )
(8 )
(15,498 )
Amounts reclassified from accumulated other comprehensive loss
—
777
777
Tax effects
—
(251 )
(251 )
Other comprehensive (loss) income
(15,490 )
518
(14,972 )
Balance as of December 31, 2024
$
(36,963 ) $
(318 ) $
(37,281 )
16. Commitments and contingencies
Legal proceedings
Stockholders of Altair have filed, and may in the future file, lawsuits against Altair and/or the directors and officers of Altair in connection with the
Merger. These lawsuits could prevent or delay the completion of the Merger and result in significant costs to Altair, including any costs associated with the
indemnification of directors and officers.
Table of Contents
102
From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business, unrelated to the Merger. 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.
Commitments
The Company has entered into various renewable, nonexclusive license agreements under which the Company has been granted access to the licensor’s
technology and the right to sell or use the technology in the Company’s products. Royalties are payable to developers of the software at various rates and
amounts, which generally are based upon unit sales or revenue. Royalty fees were $12.8 million, $12.2 million, and $11.7 million for the years ended
December 31, 2024, 2023 and 2022, respectively, and are reported in Cost of revenue—software.
Additionally, the Company has current contractual purchase obligations for services supporting business operations, including non-cancelable agreements.
The Company also has payment obligations related to recent acquisitions. The future purchase obligations for these agreements are as follows (in
thousands):
Year ending December 31,
2025
$
22,085
2026
14,991
2027
2,708
2028
901
2029
364
Thereafter
—
Total
$
41,049
Contingencies
The Company had contingent payment obligations for deferred professional fees of up to $135.2 million as of December 31, 2024, which may become
payable in 2025, subject to certain terms which would cause such contingent amounts to become payable.
The Company had contingent payment obligations for the purchase of a software license of $7.1 million as of December 31, 2024, which may become
payable in 2025, subject to certain terms which would cause such contingent amounts to become payable.
17. Segment information
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. 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. Adjusted EBITDA includes an allocation of corporate headquarters costs.
The Software reportable segment derives revenue from the sale and lease of software licenses and cloud solutions in the areas of simulation, high-
performance computing, and artificial intelligence to design and optimize high-performance, efficient, innovative and sustainable products and processes
for improved business performance. The software services and software-related services component of
Table of Contents
103
this segment includes consulting, implementation services, training, and software-related services focused on product design and development expertise
and analysis from the component level up to complete product engineering at any stage of the lifecycle. To a much lesser extent, the Software segment
includes revenue from the sale of hardware products.
The Client Engineering Services reportable segment provides support to the Company’s customers with long-term ongoing expertise. The Company hires
simulation specialists, industrial designers, design engineers, materials experts, development engineers, manufacturing engineers, data scientists, and
information technology specialists for placement at customer sites for specific customer-directed assignments.
"All Other” represents innovative services and products, including Toggled, the Company’s LED lighting business. Toggled is focused on developing and
selling next-generation solid state lighting technology along with communication and control protocols based, in part, on intellectual property for the direct
replacement of fluorescent tubes with LED lighting. Other businesses combined within "All other" include potential services and product concepts that are
still in their development stages.
Inter-segment sales are not significant for any period presented. The CODM does not review asset information by segment when assessing performance,
therefore no asset information is provided for reportable segments. The accounting policies of the segments are the same as those described in Note 2—
Summary of significant accounting policies.
The following tables are in thousands:
Year ended December 31, 2024
Software
CES
All other
Total
Revenue
$
637,267 $
25,027 $
3,494 $
665,788
Less:
Cost of revenue
90,674
21,315
2,640
114,629
Research and development
187,826
—
1,069
188,895
Sales and marketing
158,670
1,006
1,135
160,811
General and administrative
54,681
1,722
584
56,987
Other segment items
(5,338 )
—
(108 )
(5,446 )
Adjusted EBITDA
$
150,754 $
984 $
(1,826 ) $
149,912
Year ended December 31, 2023
Software
CES
All other
Total
Revenue
$
578,006 $
29,497 $
5,198 $
612,701
Less:
Cost of revenue
82,625
24,450
4,329
111,404
Research and development
172,954
—
1,247
174,201
Sales and marketing
143,406
761
1,034
145,201
General and administrative
53,966
1,998
837
56,801
Other segment items
(4,109 )
—
65
(4,044 )
Adjusted EBITDA
$
129,164 $
2,288 $
(2,314 ) $
129,138
Year ended December 31, 2022
Software
CES
All other
Total
Revenue
$
537,169 $
28,883 $
6,169 $
572,221
Less:
Cost of revenue
85,589
23,577
4,988
114,154
Research and development
161,106
—
860
161,966
Sales and marketing
129,740
592
746
131,078
General and administrative
58,374
2,139
1,111
61,624
Other segment items
(5,278 )
(1 )
78
(5,201 )
Adjusted EBITDA
$
107,638 $
2,576 $
(1,614 ) $
108,600
Table of Contents
104
Year ended December 31,
2024
2023
2022
Reconciliation of Adjusted EBITDA to GAAP income (loss)
before income taxes:
Adjusted EBITDA
$
149,912 $
129,138 $
108,600
Stock-based compensation expense
(67,680 )
(85,581 )
(84,787 )
Interest expense
(5,836 )
(6,116 )
(4,377 )
Depreciation and amortization
(42,164 )
(39,124 )
(35,504 )
Special adjustments, interest income and other
(1,602 )
14,302
(12,145 )
Income (loss) before income taxes
$
32,630 $
12,619 $
(28,213 )
The year ended December 31, 2024, includes $22.3 million of expenses related to the pending merger with Siemens Industry, $1.9 million currency losses on acquisition-related
intercompany loans, $0.5 million losses from the mark-to-market adjustment of contingent consideration associated with acquisitions and $23.0 million of interest income. The year ended
December 31, 2023, includes $3.2 million currency gains on acquisition-related intercompany loans, $5.7 million losses from the mark-to-market adjustment of contingent consideration
associated with the World Programming acquisition and $16.9 million of interest income. The year ended December 31, 2022, includes $16.6 million expense on repurchase of convertible
senior notes, $6.8 million currency losses on acquisition-related intercompany loans, $7.2 million gains from the mark-to-market adjustment of contingent consideration associated with the
World Programming acquisition and $4.1 million of interest income.
Revenue is attributed to geographic areas based on the country of origin. The following table provides sales to external customers and long-lived assets for
each of the geographic areas in which the Company operates (in thousands):
Revenue
Long-lived assets
Year ended December 31,
December 31,
2024
2023
2022
2024
2023
United States
$
323,905 $
301,857 $
274,635 $
52,565 $
55,230
Other countries
18,987
17,792
13,425
15,385
6,193
Total Americas
342,892
319,649
288,060
67,950
61,423
Germany
46,927
46,593
51,495
12,686
19,840
France
24,283
23,122
19,442
1,109
1,200
Other countries
76,459
66,903
69,769
24,485
34,561
Total Europe, Middle East and Africa
147,669
136,618
140,706
38,280
55,601
Japan
42,451
39,508
40,335
1,052
685
Other countries
132,776
116,926
103,120
6,663
5,644
Total Asia Pacific
175,227
156,434
143,455
7,715
6,329
Total
$
665,788 $
612,701 $
572,221 $
113,945 $
123,353
(1)
Includes Property and equipment, net and Other intangible assets, net.
Concentrations of credit risk
The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and trade receivables. The risk
with respect to trade receivables is partially mitigated by the diversity, both by geography and by industry, of the Company’s customer base. The
Company’s accounts receivable is derived from sales to a large number of direct customers and resellers around the world. No individual customer
accounted for 10% or more of revenue in the years ended December 31, 2024, 2023 or 2022.
(1)
(1)
(1)
Table of Contents
105
Incorporated by Reference
Exhibit No.
Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
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.
8-K
001-38263
2.1
10/30/2024
3.1
Certificate of Incorporation, as amended and as
currently in effect
S-1/A
333-220710
3.1
10/6/2017
3.2
Bylaws, as currently in effect
S-1/A
333-220710
3.2
10/6/2017
4.1
Description of Capital Stock
10-K
001-38263
4.1
2/24/2023
4.2
Indenture, dated as of June 10, 2019, b y and
between Altair Engineering Inc. and U.S. Bank
National Association
8-K
001-38263
4.1
6/10/2019
4.3
First Supplemental Indenture, dated as of June 10,
2019, by and between Altair Engineering Inc. and
U.S. Bank National Association
8-K
001-38263
4.2
6/10/2019
4.4
Form of 0.250% Convertible Senior Note Due June
1, 2024 (included as Exhibit A to the First
Supplemental Indenture, dated as of June 10, 2019,
by and between Altair Engineering Inc. and U.S.
Bank National Association).
8-K
001-38263
4.3
6/10/2019
4.5
Indenture, dated as of June 14, 2022, by and between
Altair Engineering Inc. and U.S. Bank Trust
Company, National Association as trustee
8-K
001-38263
4-1
6/15/2022
4.6
Form of 1.750% Convertible Senior Notes due 2027
(included in Exhibit 4.1 to the Indenture, dates as of
June 14, 2022, by and between Altair Engineering
Inc., and U.S. Bank Trust Company National
Association as trustee)
8-K
001-38263
4.2
6/15/2022
10.1
Form of Indemnification Agreement between the
Registrant and each of its directors and executive
officers
S-1
333-220710
10.1
9/29/2017
10.2+
2001 Incentive and Non-Qualified Stock Option Plan
S-1
333-220710
10.2
9/29/2017
10.3+
Form of 2001 Incentive and Non-Qualified Stock
Option Plan Incentive Stock Option Agreement
S-1
333-220710
10.3
9/29/2017
10.4+
Form of 2001 Incentive and Non-Qualified Stock
Option Plan Stock Restriction and Repurchase
Agreement
S-1
333-220710
10.4
9/29/2017
10.5+
2001 Non-Qualified Stock Option Plan
S-1
333-220710
10.5
9/29/2017
10.6+
Form of 2001 Non-Qualified Stock Option Plan
Non-Qualified Stock Option Agreement
S-1
333-220710
10.6
9/29/2017
10.7+
Form of 2001 Non-Qualified Stock Option Plan
Stock Restriction Agreement
S-1
333-220710
10.7
9/29/2017
Table of Contents
106
10.8+
2012 Incentive and Non-Qualified Stock Option Plan
S-1
333-220710
10.8
9/29/2017
10.9+
Form of 2012 Incentive and Non-Qualified Stock
Option Plan Option Agreement
S-1
333-220710
10.9
9/29/2017
10.10+
Form of 2012 Incentive and Non-Qualified Stock
Option Plan Stock Restriction and Repurchase
Agreement
S-1
333-220710
10.10
9/29/2017
10.11+
Form of 2012 Incentive and Non-Qualified Stock
Option Plan Stock Restriction and Repurchase
Agreement (Directors)
S-1
333-220710
10.11
9/29/2017
10.12+
2017 Equity Incentive Plan and forms of equity
agreements thereunder
S-1/A
333-220710
10.12
10/6/2017
Table of Contents
107
10.13
2017 Third Amended and Restated Credit
Agreement, dated October 18, 2017, by and among
the Registrant, the foreign subsidiary borrowers, the
Lenders named therein and JP Morgan Chase Bank,
N.A. as administrative agent
S-1/A
333-220710
10.16
10/19/2017
10.14
First Amendment to the Registrant's 2017 Third
Amended and Restated Credit Agreement, dated
October 31, 2018, by and among the Registrant, the
foreign subsidiary borrowers, the Lenders named
therein and JP Morgan Chase Bank, N.A. as
administrative agent
8-K
001-38263
10.1
11/5/2018
10.15
Second Amendment to the Registrant's Third
Amended and Restated Credit Agreement, dated as of
June 5, 2019, by and among the Company, as
borrower, the lenders party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent.
8-K
001-38263
10.1
6/6/2019
10.16+
Form of 2020 Stock Option Award Agreement
8-K
001-38263
10.1
6/8/2020
10.17+
Altair Engineering Inc. 2021 Employee Stock
Purchase Plan
DEF 14A
001-38263 Appendix B
4/9/2021
10.18+
Employment Letter dated December 6, 2020, by and
between Altair Engineering Inc. and Matthew Brown
10-Q
001-38263
10.2
5/6/2021
10.19+
Executive Severance Agreement dated January 26,
2021, by and between Altair Engineering Inc. and
Matthew Brown
10-Q
001-38263
10.3
5/6/2021
10.20+
Amended and Restated Executive Severance
Agreement dated March 8, 2021, by and between
Altair Engineering Inc. and James Scapa
10-Q
001-38263
10.5
5/6/2021
10.21+
Amended and Restated Executive Severance
Agreement dated February 3, 2021, by and between
Altair Engineering Inc. and Gilma Saravia
10-Q
001-38263
10.6
5/6/2021
10.22+
Amended and Restated Executive Severance
Agreement dated February 22, 2021, by and between
Altair Engineering Inc. and Amy Messano
10-Q
001-38263
10.7
5/6/2021
10.23+
Executive Severance Agreement, dated March 5,
2021, by and between Altair Engineering Inc., and
Mahalingam Srikanth
10-K
001-38263
10.26
2/24/2023
10.24
Securities Purchase Agreement, dated September 27,
2021, by and between the Company and Matrix
Capital Management Company, LP
8-K
001-38263
10.1
9/27/2021
10.25
Registration Rights Agreement dated September 27,
2021, by and between the
8-K
001-38263
10.2
9/27/2021
Table of Contents
108
Company and Matrix Capital Management Company,
LP
10.26
Stock Purchase Agreement, dated December 15,
2021, by and among the Company, its UK-based
subsidiary Altair Engineering Ltd., the stockholders
of World Programming Limited named therein and a
sellers’ representative named therein
8-K
001-38263
10.1
12/15/2021
10.27
Stock Purchase Agreement, dated December 15,
2021, by and among the Company, its UK-based
subsidiary Altair Engineering Ltd., the stockholders
of December 2015 Software Limited named therein
and a sellers’ representative named therein
8-K
001-38263
10.2
12/15/2021
10.28+
Executive Severance Agreement, dated as of July 25,
2023, by and between Ravi Kunju and the Company
10-Q
001-38263
10.1
11/2/2023
10.29
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
8-K
001-38263
10.1
10/30/2024
10.30
Deed of Guarantee, dated as of October 30, 2024, by
and between Siemens AG and Altair Engineering Inc.
8-K
001-38263
10.2
10/30/2024
19.1
Insider Trading Policy
X
21.1
List of Subsidiaries of the Registrant
X
23.1
Consent of Independent Registered Public
Accounting Firm
X
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
X
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
X
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
X
97+
Altair Engineering Inc. Compensation Recovery
Policy
10-K
001-38263
97
2/22/2024
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 Annual Report on Form 10-K for the year ended December 31, 2024, has been formatted in Inline
XBRL.
Table of Contents
109
+ Indicates management contract or compensatory plan.
* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K 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.
Item 16. Form 10-K Summary
None.
Table of Contents
110
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ALTAIR ENGINEERING INC.
Date: February 20, 2025
By:
/s/ James R. Scapa
James R. Scapa
Chief Executive Officer (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Scapa and Matthew
Brown, jointly and severally, his or her true and lawful attorneys-in-fact and agent, each with the power of substitution, for him in any and all capacities, to
sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
in the capacities and on the dates indicated.
Name
Title
Date
/s/ James R. Scapa
James R. Scapa
Chief Executive Officer and Director
(Principal Executive Officer)
February 20, 2025
/s/ Matthew Brown
Matthew Brown
Chief Financial Officer (Principal Financial Officer)
February 20, 2025
/s/ Brian Gayle
Brian Gayle
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
February 20, 2025
/s/ Jim F. Anderson
Jim F. Anderson
Director
February 20, 2025
/s/ Shekar Ayyar
Shekar Ayyar
Director
February 20, 2025
/s/ Mary C. Boyce
Mary C. Boyce
Director
February 20, 2025
/s/ Sandy Carter
Sandy Carter
Director
February 20, 2025
/s/ Stephen Earhart
Stephen Earhart
Director
February 20, 2025
/s/ Trace Harris
Trace Harris
Director
February 20, 2025
Altair Engineering Inc. – Special Trading Procedures Statement
Page 1 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
Exhibit 19.1
POLICY ON INSIDER TRADING
This Policy on Insider Trading (the “Policy”), is designed to prevent insider trading or allegations of insider trading,
and to protect Altair Engineering Inc.’s reputation for integrity and ethical conduct. This Policy applies to all directors, officers
and employees of Altair Engineering Inc., its subsidiaries and affiliates (collectively, “Altair”). The Special Trading
Procedures Statement applies to all directors and officers of Altair, and certain employees of Altair designated by the
Compliance Officer (“Designated Employees”). You must read, sign and retain this Policy and, upon request by Altair, re-
acknowledge it. Please address questions to Altair’s General Counsel (hereinafter referred to as the “Compliance Officer”).
No director, officer or other employee (or any other person designated by this Policy or by the Compliance Officer)
who is aware of material nonpublic information related to Altair may, directly, or indirectly through family members or other
persons or entities:
•
engage in transactions in the securities of Altair (not permitted in this Policy);
•
recommend that any other person engage in transactions in the securities of Altair;
•
disclose material nonpublic information to persons within Altair whose jobs do not require them to have that
information;
•
disclose material nonpublic information to persons outside of Altair, including, but not limited to, family, friends,
business associates, investors and expert consulting firms, unless such disclosure is made in accordance with
Altair’s policies regarding the protection or authorized external disclosure of information regarding Altair; or
•
assist anyone engaged in the above activities.
In addition, it is the policy of Altair that no director, officer or other employee (or any other person designated as
subject to this Policy) who, in the course of working for Altair, learns of material nonpublic information about a company
(including, but not limited to, a customer or supplier of Altair), may trade in that company’s securities until the information
becomes public or is no longer material.
WHAT IS “INSIDER TRADING”
Insider trading is, in addition to being a violation of this Policy, a violation of United States federal and state securities
laws. The term “insider trading” generally refers to the use of material, nonpublic information to trade in securities or to
communications of material, nonpublic information to others who may trade on the basis of such information.
While the law concerning insider trading is not static, it is generally understood that the law prohibits insiders of
Altair from doing the following:
Altair Engineering Inc. – Special Trading Procedures Statement
Page 2 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
•
trading in Altair securities while in possession of material, nonpublic information concerning Altair;
•
having others trade on the insider’s behalf while he or she is in possession of material, nonpublic information; and
•
communicating nonpublic information concerning Altair to others who may then trade in Altair securities or pass
on the information to others who may trade in Altair securities. Such conduct, also known as “tipping,” results in
liability for the insider of Altair (the “tipper”) who communicated such information, even if such insider does not
actually trade himself, and for the person who received the information (the “tippee”) if the person has reason to
know that it was an improper disclosure and acts on such information or passes it on to others who may act on it.
The elements of insider trading and the potential penalties for such unlawful conduct are discussed herein.
WHO IS AN INSIDER
An “Insider” generally includes any person who possesses nonpublic information about Altair and who has a duty to
Altair to keep this information confidential.
This includes all directors, officers and employees of Altair, its subsidiaries and its affiliates. In addition, Altair may
determine that other persons are also “Insiders” and are subject to this Policy, such as service providers, contractors or
consultants who have access to material nonpublic information in connection with the provision of such service. Outsiders who
could be subject to this Policy include, among others, Altair’s attorneys, accountants, consultants, advisory board members,
investment bankers and the employees of such organizations.
Your status as an Insider subjects your family members that reside with you to this Policy. This includes a:
•
spouse;
•
child, child away at college, stepchild;
•
grandchild;
•
parent, stepparent;
•
grandparent;
•
sibling;
•
in-law; and
•
anyone else who lives in your household.
Additionally, any family members, whether or not they live with you, whose transactions in Altair securities are
directed by you or are subject to your influence or control are subject to this Policy.
Altair Engineering Inc. – Special Trading Procedures Statement
Page 3 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
Your status as an Insider subjects any entities that you influence or control to this Policy. This includes any
corporations, limited liability companies, partnerships, or trusts (collectively referred to as “controlled entities”).
MATERIAL INFORMATION
Information is considered “material” if a reasonable investor would consider that information important in making a
decision to buy, hold or sell securities. Any information that could be expected to affect Altair’s stock price, whether it is
positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather,
materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities
with the benefit of hindsight. While it is not possible to define all categories of material information, some examples of
information that ordinarily would be regarded as material are:
•
Projections of future earnings or losses, or other earnings guidance;
•
Changes to previously announced earnings guidance, or the decision to suspend earnings guidance;
•
A pending or proposed merger, acquisition or tender offer;
•
A pending or proposed acquisition or disposition of a significant asset;
•
A pending or proposed joint venture;
•
A company restructuring;
•
Significant related party transactions;
•
A change in dividend policy, the declaration of a stock split, or an offering of additional securities;
•
Bank borrowings or other financing transactions out of the ordinary course;
•
The establishment of a repurchase program for Altair’s securities;
•
A change in Altair’s pricing or cost structure;
•
Major marketing changes;
•
A change in management;
•
A change in auditors or notification that the auditor’s reports may no longer be relied upon;
•
Development of a significant new product, process, or service which is reasonably expected to have a material
impact on Altair’s financial results;
•
Pending or threatened significant litigation, or the resolution of such litigation;
•
Impending bankruptcy or the existence of severe liquidity problems;
•
The gain or loss of a significant customer or supplier;
•
The imposition of a ban on trading in Altair’s securities or the securities of another company.
Altair Engineering Inc. – Special Trading Procedures Statement
Page 4 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
Inside information could be material because of its expected effect on the price of Altair securities, the securities of
another company, or the securities of several companies.
Material information is not limited to historical facts. With respect to a future event, such as a merger, acquisition or
introduction of a new product, the point at which negotiations or product development are determined to be material is
determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a
company's operations or stock price should it occur. Information concerning an event that would have a large effect on stock
price, such as a merger, may be material even if the possibility that the event will occur is relatively small.
If you are unsure whether information is material, you should consult the Compliance Officer before making any
decision to disclose such information (other than to persons who need to know it) or to trade in or recommend
securities to which that information relates.
NONPUBLIC INFORMATION
Information that has not been disclosed to the public is generally considered to be nonpublic information. In order to
establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has
been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through the
Dow Jones “broad tape,” newswire services, a broadcast on widely available radio or television programs, publication in a
widely-available newspaper, magazine or news website, or public disclosure documents filed with the Securities and Exchange
Commission (the “SEC”) that are available on the SEC’s website. By contrast, information would likely not be considered
widely disseminated if it is available only to Altair’s employees, or if it is only available to a select group of analysts, brokers
and institutional investors.
Once information is widely disseminated, it is still necessary to afford the investing public with sufficient time to
absorb the information. As a general rule, information should not be considered fully absorbed by the marketplace until after
the second business day after the day on which the information is released. If, for example, Altair were to make an
announcement on a Monday, you should not trade in the securities of Altair until Thursday. Depending on the particular
circumstances, Altair may determine that a longer or shorter period should apply to the release of specific material nonpublic
information.
As with questions of materiality, if you are not sure whether information is considered public, you should either consult
with the Compliance Officer or assume that the information is nonpublic and treat it as confidential.
Altair Engineering Inc. – Special Trading Procedures Statement
Page 5 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
TRANSACTIONS SUBJECT TO THIS POLICY
This Policy applies to transactions, including gifts (as described below), in Altair securities, including common stock,
options to purchase common stock, or any other securities that Altair may issue, as well as derivative securities that are not
issued by Altair such as exchange-traded put or call options or swaps relating to Altair securities. Upon adoption of this Policy,
Altair had Class A common stock, Class B common stock and options to purchase Class A common stock outstanding.
Bona fide Gifts. For purposes of this Policy, bona fide gifts or other transfers to family members, whether for estate
planning or otherwise, or to charities or to other third parties, are considered “Trading” within the meaning of this Policy.
Gifts are subject to the requirements and restrictions outlined in this Policy, including pre-clearance in accordance with the
“Pre-Clearance Procedures” section of this Policy.
Prohibited Transactions. All directors, officers and Designated Employees, including any family members or
controlled entities thereof, are prohibited from engaging in the following transactions in Altair securities:
Short Sales. None of you, your family members or your controlled entities may sell any securities of Altair that are
not owned by such person at the time of the sale (a “short sale”), including a sale with delayed delivery (a “sale against the
box”).
Standardized Options. An “option” is the right either to buy or sell a specified amount or value of a particular
underlying interest at a fixed exercise price by exercising the option before its specified expiration date. An option which gives
a right to buy is a “call” option, and an option which gives a right to sell is a “put” option. Standardized options (which are so
labeled as a result of their standardized terms) offer the opportunity to invest using substantial leverage and therefore lend
themselves to significant potential for abusive trading on material inside information. Standardized options also expire soon
after issuance and thus necessarily involve short-term speculation, even where the date of expiration of the option makes the
option exempt from certain SEC restrictions. The writing of a call or the acquisition of a put also involves a “bet against the
company” and therefore presents a clear conflict of interest for you. As a result, none of you, your family members or any
controlled entities may trade in standardized options relating to Altair securities at any time.
Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward
sale contracts, allow Insiders to lock in much of the value of his or her stock holdings, often in exchange for all or part of the
potential for upside appreciation in the stock. These transactions allow Insiders to continue to own the covered securities, but
without the full risks and rewards of ownership. When that occurs, Insiders may no longer have the same objectives as Altair’s
other shareholders. Therefore, none of you, your family members or any controlled entities may engage in any such
transactions.
Altair Engineering Inc. – Special Trading Procedures Statement
Page 6 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s
consent if the customer fails to meet a margin call. Securities pledged or hypothecated as collateral for a loan may be sold in
foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when you are
aware of material nonpublic information or otherwise are not permitted to trade in Altair securities, neither you, your family
members nor your controlled entities may hold Altair securities in a margin account or pledge Altair securities as collateral for
a loan unless such transaction has been pre-approved by Altair’s Compliance Officer.
Exempt transactions.
Stock Option Exercises. This Policy does not apply to the exercise of any stock option acquired pursuant to Altair’s
equity plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have Altair withhold shares
subject to an option to satisfy tax withholding requirements. This Policy does apply to any sale of stock as part of a broker-
assisted cashless exercise of an option (to the extent that such an exercise is permitted under Altair’s equity plans and
applicable stock exchange rules and policies), or any other market sale for the purpose of generating the cash needed to pay the
exercise price of an option.
Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock (if, as and when issued by
Altair), or of a tax withholding right pursuant to which you elect to have Altair withhold shares of stock to satisfy tax
withholding requirements upon the vesting of any restricted stock. This Policy, however, would apply to any market sale of
restricted stock (if any becomes issued).
401(k) Plan. This Policy does not apply to purchases of Altair’s securities in Altair’s 401(k) plan resulting from your
periodic contribution of money to the plan pursuant to your payroll deduction election. This Policy does apply, however, to
certain elections you may make under the 401(k) plan, including: (a) an election to increase or decrease the percentage of your
periodic contributions that will be allocated to Altair’s stock fund; (b) an election to make an intra-plan transfer of an existing
account balance into or out of Altair’s stock fund; (c) an election to borrow money against your 401(k) plan account if the
loan will result in a liquidation of some or all of your Altair stock fund balance; and (d) an election to pre‑pay a plan loan if the
pre-payment will result in allocation of loan proceeds to Altair’s stock fund.
Transactions with Altair. This Policy does not apply to the purchase of Altair securities from Altair or the sale of
Altair securities to Altair.
Except for above there are no exceptions. Securities laws do not recognize any mitigating circumstances.
Transactions that may be necessary or justifiable for independent reasons (such as in the case of an emergency), or small
transactions, are not permitted.
Altair Engineering Inc. – Special Trading Procedures Statement
Page 7 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
TRANSACTIONS UNDER ALTAIR EMPLOYEE STOCK PURCHASE PROGRAM
Altair’s insider trading policy shall not apply to automatic periodic purchases through payroll deduction of Altair stock in
Altair’s Employee Stock Purchase Plan (the “ESPP”).
The Altair insider trading policy does apply, however, to voluntary transactions, including a participant’s: (a) initial
election to enroll in the ESPP for any enrollment period, (b) election to increase or decrease the amount of a participant’s
automatic periodic contributions by payroll deduction to the ESPP, (c) election to cease payroll deductions altogether and
withdraw any accumulated cash, and (d) sales of Altair stock that were purchased under the ESPP, none of which should be
done when a participant possess material nonpublic information regarding Altair (and, for Designated Employees, should not be
done during any Blackout Period as defined below).
THE CONSEQUENCES OF VIOLATING THIS POLICY
The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material
nonpublic information to others who then trade in securities of Altair, is prohibited by the federal and state laws. Insider
trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities as well as the laws of
foreign jurisdictions. Punishment for insider trading violations is severe, and could include significant fines and imprisonment.
While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others
who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” (such as
directors, officers and other supervisory personnel) if they fail to take reasonable steps to prevent insider trading by company
personnel.
In addition, an individual’s failure to comply with this Policy may subject the individual to Altair-imposed sanctions,
including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a
violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and
irreparably damage a career.
POST-TERMINATION TRANSACTIONS
This Policy continues to apply to transactions by Insiders in Altair securities even after the Insider ceases to be an
Insider. If you as a director, officer or employee are aware of material, nonpublic information when your employment or
service relationship terminates, you may not trade in Altair securities until that information has become public or is no longer
material.
REPORTING OF VIOLATIONS
Altair Engineering Inc. – Special Trading Procedures Statement
Page 8 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
If any person knows or has reason to believe that this Policy has been or may be violated, the person should bring the
actual or potential violation to the attention of Altair’s Compliance Officer.
MODIFICATIONS AND WAIVERS
Altair reserves the right to amend or modify the procedures set forth herein at any time. Waiver of any provision of
this Policy in a specific instance may be authorized in writing by Altair’s Compliance Officer.
This document states a policy of Altair Engineering Inc. and is not intended to be regarded as the rendering of legal
advice. This policy statement is intended to promote compliance with existing law and is not intended to create or
impose liability that would not exist in the absence of the policy statement.
Altair Engineering Inc. – Special Trading Procedures Statement
Page 9 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
Special Trading Procedures Statement
This Special Trading Procedures Statement, (these “Procedures”) is applicable to the directors of Altair, all officers
identified by Altair in its SEC filings as executive officers, and all other persons designated by the Compliance Officer as
being subject to these procedures, as well as the family members and controlled entities of such persons. These Procedures are
in addition to and supplement Altair’s Policy on Insider Trading.
The below restrictions do not apply to the transactions described under the Policy on Insider Trading section entitled,
“Transactions Subject to this Policy?” but are still subject to receiving pre-clearance with the Compliance Officer.
PRE-CLEARANCE PROCEDURES
The persons designated by the Compliance Officer as being subject to these procedures, as well as the family
members and controlled entities of such persons, may not engage in any transaction in Altair’s securities without first
obtaining pre-clearance of the transaction from the Compliance Officer. A request for pre-clearance should be submitted to the
Compliance Officer at least two business days in advance of the proposed transaction, and if approved, such pre-clearance
shall be valid for three business days. The Compliance Officer is under no obligation to approve a transaction submitted for
pre-clearance, and may determine not to permit the transaction. If a person seeks preclearance and permission to engage in the
transaction is denied, then he or she should refrain from initiating any transaction in Altair’s securities, and should not inform
any other person of the restriction.
When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of
any material nonpublic information about Altair, and should describe fully those circumstances to the Compliance Officer. The
requestor should also indicate whether he or she has effected any non-exempt “opposite-way” transactions within the past six
months, and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5. The requestor should
also be prepared to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale.
QUARTERLY TRADING RESTRICTIONS
The persons designated by the Compliance Officer as subject to this restriction, as well as their family members or
controlled entities, may not conduct any transactions involving Altair’s securities (other than as specified by this Policy),
during a “Blackout Period” beginning fourteen days prior to the end of each fiscal quarter and ending on the second business
day following the date of the public release of Altair’s earnings results for that quarter. In other words, these persons may only
conduct transactions in Altair’s securities during the “Open Trading Window Period” beginning on the third business day
following the public release of Altair’s quarterly earnings and ending fourteen days prior to the close of the next fiscal quarter.
Altair Engineering Inc. – Special Trading Procedures Statement
Page 10 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
EVENT-SPECIFIC BLACK-OUT PROCEDURES.
From time to time, an event may occur that is material to Altair and is known by only a few directors, officers and/or
employees. So long as the event remains material and nonpublic, the persons designated by the Compliance Officer may not
trade Altair’s securities. In addition, Altair’s financial results may be sufficiently material in a particular fiscal quarter that, in
the judgment of the Compliance Officer, designated persons should refrain from trading in Altair’s securities even sooner than
the typical Blackout Period described above. In that situation, the Compliance Officer may notify these persons that they
should not trade in Altair’s securities, without disclosing the reason for the restriction. The existence of an event-specific
trading restriction period or extension of a Blackout Period will not be announced to Altair as a whole, and should not be
communicated to any other person. Even if the Compliance Officer has not designated you as a person who should not trade
due to an event-specific restriction, you should not trade while aware of material nonpublic information. Exceptions will not be
granted during an event-specific trading restriction period.
RULE 10b5-1 PLANS
Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, provides a defense from insider trading liability.
To be eligible for the defense you must enter into a “Rule 10b5-1 Plan,” which satisfies the following conditions under the
rule:
•
Convey your intentions through:
o
a binding contract to purchase or sell the security;
o
instructions are provided to a third person to execute the trade for the instructing person or entity’s
account; or
o
an adopted written plan for trading securities;
•
You were not aware of material, nonpublic information at the time of the decision to enter into such contract
or plan or decision to provide such instructions; and
•
The contract, instructions or plan must:
o
specify the amount, prices and date of the purchase or sale;
o
delegate discretion on determining amount, price and date to an independent third party; or
o
provide a written formula or algorithm or computer program for determining the amounts, prices and
dates of such purchases or sales.
A copy of a Rule 10b5-1 Plan must be submitted to the Compliance Officer for pre-clearance at least three days prior to
the entry into a Rule 10b5-1 Plan. No further
Altair Engineering Inc. – Special Trading Procedures Statement
Page 11 of NUMPAGES \* Arabic \* MERGEFORMAT 2
[Rev Feb 2025]
pre-clearance of transactions conducted pursuant to a Rule 10b5-1 plan will be required.
POST-TRADE REPORTING
You are required to report to Altair’s Compliance Officer any transaction in Altair’s securities by you, your family
members or controlled entities no later than the business day following the date of your transaction. Each report you make
should include the date of the transaction, quantity, price, and broker through which the transaction was effected. This
reporting requirement may be satisfied by sending (or having your broker send) duplicate confirmations of trades to the
Compliance Officer if such information is received by the required date.
The foregoing reporting requirement is designed to help monitor compliance with the these Procedures and to enable
Altair to help those persons who are subject to reporting obligations under Section 16 of the Securities Exchange Act of 1934,
as amended, to comply with such reporting obligations. Each officer and director, however, and not Altair, is personally
responsible for ensuring that his or her transactions do not give rise to “short swing” liability under Section 16 and for filing
timely reports of transactions with the SEC. A separate memorandum is provided to such individuals regarding these reporting
obligations.
Exhibit 21.1
LIST OF SUBSIDIARIES
Subsidiaries of the Registrant as of December 31, 2024
Jurisdiction of Organization
Altair Engineering, Inc.
United States
Datawatch Corporation
United States
Altair Product Design, Inc.
United States
Ilumisys Inc.
United States
Altair Bellingham LLC
United States
Altair Bellingham II, LLC
United States
Altair Bellingham III, LLC
United States
RapidMiner, Inc.
United States
Research In FLight, LLC
United States
Metrics Design Automation Inc.
Canada
Altair Engineering Canada, Ltd.
Canada
Altair Engineering (Pty) Ltd.
South Africa
Informatica Altair Mexico S de RL de CV
Mexico
Altair Engineering do Brazil Sistemas e Servicos Ltda
Brazil
Altair Engineering AB
Sweden
Altair Software and Services S.L.
Spain
Altair Engineering GmbH
Germany
RapidMiner GmbH
Germany
Altair Engineering France SAS
France
Altair Engineering Kft.
Hungary
Altair Engineering Srl
Italy
AD Solutions Srl
Italy
Altair Engineering Single Shareholder Ltd.
Greece
Altair Engineering Israel Ltd.
Israel
Altair Engineering Software Pty Ltd.
Australia
Altair Engineering Software (Shanghai) Co. Ltd.
China
Altair Engineering India Pvt. Ltd.
India
Altair Engineering Co. Ltd.
Korea
Altair Engineering Sdn. Bhd.
Malaysia
Altair Engineering Co., Ltd.
Taiwan
Altair Engineering Ltd.
Japan
Altair Engineering (Singapore) Ptd Ltd.
Singapore
Altair Technologies Philippines Inc.
Philippines
Altair Engineering Ltd.
United Kingdom
World Programming Limited
United Kingdom
December 2015 Software Limited
United Kingdom
RapidMiner Limited
United Kingdom
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1)
Registration Statement (Form S-8 No. 333-221312) pertaining to the 2001 Non-Qualified Stock Option Plan, 2001 Incentive and Non-
Qualified Stock Option Plan, 2012 Incentive and Non-Qualified Stock Option Plan, and 2017 Equity Incentive Plan of Altair Engineering
Inc.,
(2)
Registration Statement (Form S-8 No. 333-223833) pertaining to the 2017 Equity Incentive Plan of Altair Engineering Inc.,
(3)
Registration Statement (Form S-8 No. 333-230019) pertaining to the 2017 Equity Incentive Plan of Altair Engineering Inc.,
(4)
Registration Statement (Form S-8 No. 333-236814) pertaining to the 2017 Equity Incentive Plan of Altair Engineering Inc.,
(5)
Registration Statement (Form S-8 No. 333-255157) pertaining to the 2017 Equity Incentive Plan of Altair Engineering Inc.,
(6)
Registration Statement (Form S-8 No. 333-263122) pertaining to the 2017 Equity Incentive Plan of Altair Engineering Inc.,
(7)
Registration Statement (Form S-8 No. 333-255160) pertaining to the Altair Engineering Inc. 2021 Employee Stock Purchase Plan.,
(8)
Registration Statement (Form S-8 No. 333-277284) pertaining to the 2017 Equity Incentive Plan of Altair Engineering Inc., and
(9)
Registration Statement (Form S-3 No. 333-266587);
of our reports dated February 20, 2025, with respect to the consolidated financial statements of Altair Engineering Inc. and subsidiaries and the
effectiveness of internal control over financial reporting of Altair Engineering Inc. and subsidiaries included in this Annual Report (Form 10-K) of
Altair Engineering Inc. for the year ended December 31, 2024.
/s/ Ernst & Young LLP
Detroit, Michigan
February 20, 2025
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James R. Scapa, certify that:
1. I have reviewed this annual report on Form 10-K of Altair Engineering Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
/s/ James R. Scapa
James R. Scapa
Chief Executive Officer
(Principal Executive Officer)
February 20, 2025
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew Brown, certify that:
1. I have reviewed this annual report on Form 10-K of Altair Engineering Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
/s/ Matthew Brown
Matthew Brown
Chief Financial Officer
(Principal Financial Officer)
February 20, 2025
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Altair Engineering Inc. (the “Company”), on Form 10-K for the period ended December 31, 2024, as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company certify to their knowledge and in their
respective capacities, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ James R. Scapa
James R. Scapa
Chief Executive Officer
(Principal Executive Officer)
/s/ Matthew Brown
Matthew Brown
Chief Financial Officer
(Principal Financial Officer)
February 20, 2025