NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
|
Organization and description of business
|
Altair Engineering Inc. (“Altair” or the “Company”) is incorporated in the state of Delaware. The Company is a global technology company providing software and cloud solutions in the areas of product design and development, high performance computing and data intelligence.
Altair enables organization across broad industry segments to complete more effectively in a connected world while creating a more sustainable future.
The Company is headquartered in Troy, Michigan.
Basis of presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, the accompanying statements do not include all the information and notes required by GAAP for complete financial statements. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements (and notes thereto) for the year ended December 31, 2018, included in the most recent Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements have been included, and all adjustments are of a normal and recurring nature. The preparation of the 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. Considerable judgment is often involved in making these determinations; use of different assumptions could result in significantly different results. Management believes its assumptions and estimates are reasonable and appropriate. However, actual results may differ from those estimates. In addition, the results of operations for the three months ended March 31, 2019, are not necessarily indicative of the results that may be expected for any future period.
The Company adopted Accounting Standards Update (“ASU”) No. 2016-02,
Leases (Topic 842),
and its related amendments, on January 1, 2019. See Note 3 – Recent accounting guidance and Note 9 – Leases for additional information. There have been no other material changes to Altair’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Adoption of ASC 606,
Revenue from Contracts with Customers
In the fourth quarter of fiscal 2018, the Company adopted ASC 606 effective on January 1, 2018, using the modified retrospective approach for all contracts not completed as of the date of adoption. Results for the three months ended March 31, 2018, have been modified to reflect the adoption of ASC 606 on January 1, 2018.
The Company recorded a decrease to accumulated deficit of $84.6 million, or $70.8 million net of tax, on January 1, 2018,
due to the cumulative effect of the ASC 606 adoption, with the impact primarily derived from revenue related to software licenses recognized at a point in time under ASC 606 that were historically recognized over time. There was no impact on Client Engineering Services or Other revenue upon the adoption of ASC 606.
The Company has concluded that all material transactions that have occurred that require disclosure or adjustments to the consolidated financial statements have been reported herein.
8
Reclassifications
Certain prior period amounts included in the 2018 consolidated statement of operations has been reclassified to conform to the current year presentation.
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, the determination of the period of benefit for capitalized costs to obtain a contract, provision for doubtful accounts, 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, valuation of common stock, and stock-based compensation. Actual results could differ from those estimates.
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 sheet that sum to the total of the amounts reported in the consolidated statement of cash flows (in thousands):
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Cash and cash equivalents
|
|
$
|
39,771
|
|
$
|
35,345
|
|
Restricted cash included in other long-term assets
|
|
|
361
|
|
|
340
|
|
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
|
|
$
|
40,132
|
|
$
|
35,685
|
|
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.
Inventory
Inventory consist of finished goods and is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal and transportation. The valuation of inventory requires management to estimate excess inventory as well as inventory that is not of saleable quality. The determination of obsolete or excess inventory requires management to estimate market conditions and future demand for the Company’s products.
Receivable for French 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 activities. The tax credit is deductible from French income tax and any excess is carried forward three years. After three years, any unused credit may be reimbursed to the Company by the French government. As of March 31, 2019, the Company had approximately $11.1 million receivable from the French government related to CIR, of which $1.4 million was recorded in income tax receivable and the remaining $9.7 million was recorded in other long-term assets. As of December 31, 2018, the Company had approximately $11.7 million receivable from the French government related to CIR, of which $2.6 million was recorded in income tax receivable and the remaining $9.1 million was recorded in other long-term assets. CIR is subject to customary audit by French tax authorities.
Mezzanine equity
In 2017, the Company issued 200,000 shares of Class A common stock to a third party as partial consideration for the purchase of developed technology. These shares have a put right that can be exercised by the holder five years from date of purchase at $12.50 per share that requires the shares to be recorded at fair value at the issuance date and classified as mezzanine equity in the consolidated balance sheet.
The put right option is terminated if the shareholders sell their shares. As of December 31, 2017, the
9
Company concluded that it is no longer probable that the put option will be exercised as the put value is substantially below market value and subsequent adjustment is not required.
Classification of the of instrument shall remain as mezzanine equity until one of the following three events take place: (1) shares are sold on the open market; (2) a redemption feature lapses; or (3) there is a modification of the terms of the instrument. As none of these events have taken place as of March 31, 2019, the classification remains as mezzanine equity.
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. Finance leases are included in property and equipment, current portion of long-term debt, and long-term debt, net of current portion on the consolidated balance sheets.
Income per share
Basic income per share attributable to common stockholders is computed using the weighted average number of shares of common stock outstanding for the period, excluding stock options and restricted stock units (“RSUs”). Diluted income per share attributable to common stockholders is based upon the weighted average number of shares of common stock outstanding for the period and potentially dilutive common shares, including the effect of stock options and RSUs under the treasury stock method. The following table sets forth the computation of the numerators and denominators used in the basic and diluted income per share amounts (in thousands, except per share data):
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
13,019
|
|
|
$
|
24,684
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Denominator for basic income per share—
weighted average shares
|
|
|
70,786
|
|
|
|
63,638
|
|
Effect of dilutive securities, stock options and RSUs
|
|
|
5,934
|
|
|
|
8,752
|
|
Denominator for dilutive income per share
|
|
|
76,720
|
|
|
|
72,390
|
|
Net income per share attributable to common
stockholders, basic
|
|
$
|
0.18
|
|
|
$
|
0.39
|
|
Net income per share attributable to common
stockholders, diluted
|
|
$
|
0.17
|
|
|
$
|
0.34
|
|
The computation of diluted income per share does not include shares that are anti-dilutive under the treasury stock method because their exercise prices are higher than the average fair value of the Company’s stock during the period or due to a net loss in the period. For each of the three months ended March 31, 2019 and 2018, there were no anti-dilutive shares excluded from the computation of income per share.
3.
|
Recent accounting guidance
|
Accounting standards adopted
Leases
—In February 2016, the Financial Accounting Standard Board, or “FASB”, issued Accounting Standards Update, or “ASU”, No. 2016-02,
Leases (ASC 842)
. This standard amends various aspects of existing accounting guidance for leases, including the recognition of a right-of-use (ROU) asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The Company adopted ASU 2016-02 and its related amendments, on January 1, 2019 and elected the optional transition method and the package of practical expedients on adoption. Accordingly, t
he prior period comparative information has not been restated and continues to be reported under the accounting guidance in effect for those periods
(ASC 840
), including the disclosure requirements. The most significant impact of the adoption of ASC 842 was the recognition of ROU assets and lease liabilities for operating leases on the Company’s consolidated balance sheet. On adoption, the Company recognized operating liabilities associated with leases of $30.1 million and corresponding ROU assets of $29.1 million, based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. See Note 9 – Leases for further discussion. The Company’s accounting for finance leases
(previously referred to as capital leases prior to the adoption of ASC 842) remained
substantially unchanged. The standard had no impact on the Company’s consolidated net income or cash flows.
10
Derivatives and Hedging
–
In August 2017, the FASB issued
ASU 2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.
This ASU amends the guidance with the objective of improving the financia
l reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, this ASU amends the current guidance to simplify the application of the hedge accounting guidanc
e.
T
he
Company adopted ASU 2017-12 on January 1, 2019
. The adoption of this guidance
did not
have a material
effect
on the Company’s consolidated financial statements.
Comprehensive Income
– In February 2018, the FASB issued ASU 2018-02,
Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI)
, which gives entities the option to reclassify to retained earnings the tax effects resulting from the Tax Cuts and Jobs Act, or the “Tax Act”, related to items in AOCI that the FASB refers to as having been stranded in AOCI. The Company adopted this guidance on January 1, 2019 and elected not to reclassify amounts stranded in AOCI.
The Company reclassifies taxes from AOCI to earnings as the items to which the tax effects relate are similarly reclassified.
The adoption of ASU 2018-02 did not have a material effect on the Company’s consolidated financial statements.
Stock Compensation
– In June 2018, the FASB issued ASU 2018-07,
Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.
This ASU simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted this guidance on January 1, 2019, which did not have a material effect on the Company’s consolidated financial statements.
Accounting standards not yet adopted
Credit Losses
– In June 2016, the FASB issued ASU 2016-13,
Financial Instruments — Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU significantly changes how entities will measure credit losses on most financial assets. This guidance is effective for annual periods beginning after 15 December 2019, and interim periods therein; early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.
Goodwill Impairment
—In January 2017, the FASB issued ASU No. 2017-04,
Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
, which simplifies accounting for goodwill impairments by eliminating step two from the goodwill impairment test. This guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The new standard must be applied on a prospective basis. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.
Fair Value
–
In August 2018, the FASB issued ASU 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.
This ASU modifies the disclosure requirements for fair value measurements, by removing, modifying, or adding certain disclosures. The amendments are effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures.
The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
Retirement Benefits
–
In August 2018, the FASB issued ASU 2018-14,
Compensation – Retirement Benefits- Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans.
This ASU modifies the disclosure requirements for defined benefit pension or other postretirement plans. T
he amendments are effective for fiscal years ending after December 15, 2020; early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.
Intangibles
–
In August 2018, the FASB issued ASU 2018-15,
Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.
This ASU clarifies and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.
The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.
11
4
.
|
Revenue from
c
ontract
s with
c
ustomers
|
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 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 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 when the channel partner submits a purchase commitment, collectability from the channel partner is probable, and the performance obligation is met, at a point in time or over time as appropriate, provided that all other revenue recognition criteria are satisfied. 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 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.
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
12
prices are not directly available or a significant portion of historical prices are not within the range. The Company estimates standalone sellin
g 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 c
orresponding 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 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.
Software related services 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. Altair 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 the total estimated project costs.
Client engineering services and Other revenue
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. No significant judgments were made for revenue recognition within Other revenue.
Disaggregation of revenue
The Company disaggregates its software revenue by type of performance obligation and timing of revenue recognition as follows (in thousands):
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Software revenue:
|
|
|
|
|
|
|
|
|
Term licenses
|
|
$
|
65,057
|
|
|
$
|
57,165
|
|
Perpetual licenses
|
|
|
11,564
|
|
|
|
9,770
|
|
Maintenance
|
|
|
22,752
|
|
|
|
20,828
|
|
Professional services and other
|
|
|
3,918
|
|
|
|
1,906
|
|
Total software revenue
|
|
$
|
103,291
|
|
|
$
|
89,669
|
|
T
he Company derived approximately 10% of its total revenue through indirect sales channels for the three months ended March 31, 2019 and 2018.
For the three months ended March 31, 2019 and 2018, respectively, software related services revenue of $9.8 million and $9.5 million, client engineering services of $12.1 million and $12.1 million, and other revenue of $2.7 million and $2.0 million, were categorized based on the nature and timing of revenue and cash flows effected by economic factors.
13
Costs to
o
btain a
c
ontract
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.
The Company accounts for new product sales commissions using a portfolio approach and allocates the cost of commissions in proportion to the allocation of 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 March 31, 2019 and December 31, 2018, capitalized costs to obtain a contract were $2.2 million and $2.0 million, respectively, recorded in prepaid and other current assets, and $0.5 million and $0.2 million, respectively, recorded in other long-term assets. Amortization expense was $1.0 million and $0.9 million for the three months ended March 31, 2019 and 2018, respectively, and was included in sales and marketing expense in the Company’s consolidated
statement of operations.
Contract assets
At March 31, 2019 and December 31, 2018, contract assets were $5.9 million and $3.7 million, respectively, and are included in accounts receivable in the 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 $30.4 million of revenue recognized during the three months ended March 31, 2019, was included in the deferred revenue balances at the beginning of the year.
Datawatch Corporation
On November 5, 2018, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Datawatch Corporation, a Delaware corporation (“Datawatch”), and Dallas Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, the Purchaser commenced a tender offer
to purchase all of the issued and outstanding shares of Datawatch common stock, (the “Shares”) at a purchase price of $13.10 per share, net to seller in cash, without interest and less any applicable withholding taxes (the “Offer”).
On December 13, 2018, the Company accepted and paid for all Shares that were validly tendered and completed the acquisition of Datawatch through the merger of Purchaser with and into Datawatch, with Datawatch surviving as a wholly owned subsidiary of the Company.
Altair completed the acquisition of Datawatch for consideration of approximately $183.4 million which consisted of consideration paid to former holders of common stock of Datawatch at $13.10 a share, or $168.2 million and approximately $6.7 million to former holders of outstanding Datawatch equity awards. In addition, Altair paid $8.0 million on the day of closing to settle all of Datawatch’s outstanding debt and incurred a liability of approximately $0.5 million payable to former holders of certain unvested Datawatch equity awards for which service had been rendered at the acquisition date. Altair financed the acquisition with cash on hand and a drawdown from its existing credit facility.
The financial results of Datawatch have been included in the consolidated financial statements since the acquisition date.
The acquisition of Datawatch has been accounted for as a business combination, under the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their estimated fair values as of December 13, 2018, the acquisition date. As of the acquisition date, goodwill is measured as the excess of consideration transferred, which is also generally measured at fair value of the net acquisition date fair values of the assets acquired and liabilities assumed.
14
The following table summarizes the preliminary purchase consideration transferred to acquire Datawatch and the amounts of identified assets acquired and liabilities assumed at the acquisition date (in
thousands):
Fair value of consideration transferred
|
|
$
|
183,427
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
|
|
|
|
Cash
|
|
|
8,278
|
|
Accounts receivable
|
|
|
10,384
|
|
Other assets
|
|
|
3,055
|
|
Property and equipment
|
|
|
980
|
|
Trade names
|
|
|
7,400
|
|
Developed technology (6-year life)
|
|
|
22,900
|
|
Customer relationships (10-year life)
|
|
|
16,700
|
|
Accounts payable and other liabilities
|
|
|
(5,041
|
)
|
Deferred revenue
|
|
|
(4,100
|
)
|
Other long-term liabilities
|
|
|
(8,362
|
)
|
Total net identifiable assets acquired and liabilities assumed
|
|
|
52,194
|
|
Goodwill
(1)
|
|
$
|
131,233
|
|
(1)
|
Goodwill is primarily attributable to market synergies expected to arise after the acquisition and approximately $0.8 million is deductible for tax purposes. All goodwill is recorded in the Software segment.
|
The excess of preliminary purchase consideration over the preliminary fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The preliminary fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The deferred tax liability established was primarily a result of the difference in the book basis and tax basis related to the identifiable intangible assets. The preliminary estimated fair values of assets acquired and liabilities assumed, including current and noncurrent income taxes payable and deferred taxes, customer contract assets and liabilities and identifiable intangible assets may be subject to change as additional information is received and certain tax returns are finalized. Thus, the provisional measurements of fair value set forth above are subject to change.
The primary areas that remain preliminary relate to the fair value of intangible assets acquired, certain tangible assets and liabilities acquired, income taxes and residual goodwill.
SIMSOLID Corporation
In October 2018, the Company acquired
all of the outstanding capital stock
of SIMSOLID Corporation, a Canadian corporation (“SIMSOLID”), for aggregate consideration of $22.1 million. The allocation of fair value of purchase consideration was finalized in the current quarter and there were no changes to the fair value of assets acquired and liabilities assumed, as previously reported.
6
.
|
Property and equipment, net
|
Property and equipment consisted of the following (in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Land
|
|
$
|
7,994
|
|
|
$
|
7,994
|
|
Building and improvements
|
|
|
13,172
|
|
|
|
13,120
|
|
Computer equipment and software
|
|
|
35,189
|
|
|
|
34,582
|
|
Office furniture and equipment
|
|
|
8,201
|
|
|
|
7,958
|
|
Leasehold improvements
|
|
|
8,128
|
|
|
|
6,926
|
|
Right-of-use assets under finance leases
|
|
|
2,527
|
|
|
|
—
|
|
Total property and equipment
|
|
|
75,211
|
|
|
|
70,580
|
|
Less: accumulated depreciation and amortization
|
|
|
41,687
|
|
|
|
40,427
|
|
Property and equipment, net
|
|
$
|
33,524
|
|
|
$
|
30,153
|
|
Depreciation expense, including amortization of ROU assets under finance leases, was $1.7 million and $1.6 million for the three months ended March 31, 2019 and 2018, respectively.
15
7
.
|
Goodwill and other intangible assets
|
Goodwill
The changes in the carrying amount of goodwill, which is attributable to the Software reporting segment, were as follows (in thousands):
Balance at December 31, 2018
|
|
$
|
210,532
|
|
Effects of foreign currency translation and other
|
|
|
182
|
|
Balance at March 31, 2019
|
|
$
|
210,714
|
|
Other intangible assets
A summary of other intangible assets is shown below (in thousands):
|
|
March 31, 2019
|
|
|
|
Weighted average
amortization period
|
|
Gross carrying
amount
|
|
|
Accumulated amortization
|
|
|
Net carrying amount
|
|
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology
|
|
4-6 years
|
|
$
|
56,281
|
|
|
$
|
17,912
|
|
|
$
|
38,369
|
|
Customer relationships
|
|
7-10 years
|
|
|
28,699
|
|
|
|
8,307
|
|
|
|
20,392
|
|
Other intangibles
|
|
10 years
|
|
|
212
|
|
|
|
56
|
|
|
|
156
|
|
Total definite-lived intangible assets
|
|
|
|
|
85,192
|
|
|
|
26,275
|
|
|
|
58,917
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names
|
|
|
|
|
9,552
|
|
|
|
|
|
|
|
9,552
|
|
Total other intangible assets
|
|
|
|
$
|
94,744
|
|
|
$
|
26,275
|
|
|
$
|
68,469
|
|
|
|
December 31, 2018
|
|
|
|
Weighted average
amortization period
|
|
Gross carrying
amount
|
|
|
Accumulated
amortization
|
|
|
Net carrying
amount
|
|
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology
|
|
4-6 years
|
|
$
|
54,530
|
|
|
$
|
15,517
|
|
|
$
|
39,013
|
|
Customer relationships
|
|
7-10 years
|
|
|
28,422
|
|
|
|
7,309
|
|
|
|
21,113
|
|
Other intangibles
|
|
10 years
|
|
|
109
|
|
|
|
56
|
|
|
|
53
|
|
Total definite-lived intangible assets
|
|
|
|
|
83,061
|
|
|
|
22,882
|
|
|
|
60,179
|
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names
|
|
|
|
|
9,657
|
|
|
|
|
|
|
|
9,657
|
|
Total other intangible assets
|
|
|
|
$
|
92,718
|
|
|
$
|
22,882
|
|
|
$
|
69,836
|
|
Amortization expense related to intangible assets was $3.5 million and $1.9 million for the three months ended March 31, 2019 and 2018, respectively.
16
The carrying value of debt is as follows (in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Revolving credit facility
|
|
$
|
14,844
|
|
|
$
|
30,950
|
|
Obligations for finance leases
|
|
|
1,328
|
|
|
|
813
|
|
Other borrowings
|
|
|
50
|
|
|
|
75
|
|
Total debt
|
|
|
16,222
|
|
|
|
31,838
|
|
Less: unamortized debt issuance costs
|
|
|
83
|
|
|
|
90
|
|
Less: current portion of long-term debt
|
|
|
453
|
|
|
|
331
|
|
Long-term debt, net of current portion
|
|
$
|
15,686
|
|
|
$
|
31,417
|
|
Credit agreement
Revolving credit facility
The Company has a revolving credit facility with a syndicate of lenders and Altair Engineering Inc.as borrower (“2017 Credit Agreement”). The 2017 Credit Agreement provides for an aggregate commitment amount of $150.0 million, with a sublimit for the issuance of letters of credit of up to $5.0 million and a sublimit for swingline loans of up to $5.0 million. The 2017 Credit Agreement matures on October 18, 2022. The 2017 Credit Agreement provides for an accordion feature that allows the Company to expand the size of the revolving line of credit by an additional $50.0 million, subject to certain conditions, by obtaining additional commitments from the existing lenders or by causing a person acceptable to the administrative agent to become a lender (in each case subject to the terms and conditions set forth in the 2017 Credit Agreement).
As of March 31, 2019, the Company had $14.8 million of outstanding borrowings under the 2017 Credit Agreement and there was $135.2 million available for future borrowing. The 2017 Credit Agreement is available for general corporate purposes, including working capital, capital expenditures, and permitted acquisitions.
Borrowings under the 2017 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 2017 Credit Agreement) in effect on such day, (2) the Federal Funds Effective Rate (as defined in the 2017 Credit Agreement) in effect on such day plus 1/2 of 1.00% or (3) the Adjusted LIBO Rate (as defined in the 2017 Credit Agreement) for a one month interest period on such day (or if such day is not a business day, the immediately preceding business day) plus 1.00%) or the Adjusted LIBO Rate. The applicable margin for borrowings under the 2017 Credit Agreement is based on the Company’s most recently tested consolidated total net leverage ratio and will vary from (a) in the case of Eurodollar loans, 1.25% to 2.00%, and (b) in the case of ABR loans and swingline loans, 0.25% to 1.00%. The Company pays a commitment fee (based on the Company’s most recently tested consolidated total net leverage ratio) ranging from 0.15% to 0.30% on the unused portion of the 2017 Credit Agreement.
Collateral and guarantees
The 2017 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 direct and indirect 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 direct and indirect domestic subsidiaries (subject in each case to certain exceptions as provided for under the 2017 Credit Agreement). The Company’s direct and indirect domestic subsidiaries are guarantors of all the obligations under the 2017 Credit Agreement.
Debt covenants
The 2017 Credit Agreement requires the Company to maintain the following financial covenants:
|
•
|
Maximum Net Leverage Ratio
: Commencing with the fiscal quarter ending December 31, 2017 and on the last day of each fiscal quarter thereafter, the Company on a consolidated basis will not permit the ratio of total indebtedness (net of unrestricted domestic cash in excess of $20.0 million) to EBITDA, as such terms are defined in the 2017 Credit Agreement, for the rolling four quarter period ending on such date to be greater than 3.00 to 1.00 as of the last day of any such fiscal quarter.
|
17
|
•
|
Consolidated Interest Coverage Ratio
: Commencing with the fiscal quarter ending December 31, 2017 and on the last day of each fiscal quarter thereafter, the Company on a consolidated basis wi
ll not permit the ratio of (x) EBITDA to (y) cash Consolidated Interest Expense, as such terms are defined in the 2017 Credit Agreement, in each case for the rolling four quarter period ending on such date, to be less than
3.00
to 1.00 as of the last day o
f
any such
fiscal quarter.
|
At March 31, 2019 the Company was in compliance with all the financial covenants.
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. Finance leases are included in property and equipment, current portion of long-term debt, and long-term debt on the consolidated balance sheets.
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.
The Company has elected not to 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 has elected not to allocate the contract consideration, and account 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 and the Company’s finance leases consist of office equipment and cars. The Company’s leases have remaining terms of less than one year to 8.7 years, some of which include one or more options to renew, with renewal terms up to six years and some of which include options to terminate the leases within the next four years.
The components of lease cost for the three months ended March 31, 2019, were as follows (in thousands):
Operating lease cost
|
|
$
|
3,424
|
|
|
|
|
|
|
Finance lease cost:
|
|
|
|
|
Amortization of ROU assets
|
|
$
|
121
|
|
Interest on lease liabilities
|
|
5
|
|
Total finance lease cost
|
|
$
|
126
|
|
Operating lease cost includes short-term leases and variable lease costs, which are immaterial. Rent cost related to operating leases for office facilities was $3.1 million and $2.3 million for the three months ended March 31, 2019 and 2018, respectively.
18
Supplemental balance
sheet information related to lease liabilities at March 31, 2019, was as follows:
(in thousands, except lease term and discount rate)
|
|
|
|
Operating leases:
|
|
|
|
Operating lease ROU assets
|
$
|
29,892
|
|
|
|
|
|
Current portion of operating lease liabilities
|
$
|
9,464
|
|
Operating lease liabilities, net of current portion
|
|
21,744
|
|
Total operating lease liabilities
|
$
|
31,208
|
|
|
|
|
|
Weighted average remaining lease term
|
4.3 years
|
|
Weighted average discount rate
|
|
5.4
|
%
|
|
|
|
|
Finance leases:
|
|
|
|
Property and equipment
|
$
|
2,527
|
|
Accumulated depreciation
|
|
(998
|
)
|
Property and equipment, net
|
$
|
1,529
|
|
|
|
|
|
Current portion of long-term debt
|
$
|
402
|
|
Long-term debt, net of current portion
|
925
|
|
Total finance lease liabilities
|
$
|
1,327
|
|
|
|
|
|
Weighted average remaining lease term
|
3.3 years
|
|
Weighted average discount rate
|
|
3.5
|
%
|
Supplemental cash flow information related to leases for the three months ended March 31, 2019, was as follows (in thousands):
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
Operating cash flows from operating leases
|
$
|
2,709
|
|
Operating cash flows from finance leases
|
$
|
13
|
|
Financing cash flows from finance leases
|
$
|
94
|
|
|
|
|
|
ROU assets obtained in exchange for lease obligations:
|
|
|
|
Operating leases
|
$
|
5,062
|
|
Finance leases
|
$
|
488
|
|
Maturities of operating lease liabilities at March 31, 2019, were as follows (in thousands):
Year ending December 31,
|
|
|
|
2019 (excluding the three months ended March 31, 2019)
|
$
|
9,177
|
|
2020
|
|
9,783
|
|
2021
|
|
6,754
|
|
2022
|
|
4,679
|
|
2023
|
|
2,816
|
|
Thereafter
|
|
3,559
|
|
Total lease payments
|
|
36,768
|
|
Less: imputed interest
|
|
5,560
|
|
Total operating lease liabilities
|
$
|
31,208
|
|
Total obligations for finance leases, previously referred to as capital leases prior to the adoption of
Topic 842
on January 1, 2019, were $0.8 million at December 31, 2018.
19
The following table provides the details of other accrued expenses and current liabilities (in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Income taxes payable
|
|
$
|
11,138
|
|
|
$
|
4,458
|
|
Accrued VAT
|
|
|
5,150
|
|
|
|
4,536
|
|
Accrued royalties
|
|
|
3,381
|
|
|
|
2,613
|
|
Accrued professional fees
|
|
|
2,595
|
|
|
|
3,165
|
|
Government grants
|
|
|
909
|
|
|
|
915
|
|
Defined contribution plan liabilities
|
|
|
786
|
|
|
|
1,376
|
|
Billings in excess of cost
|
|
|
578
|
|
|
|
1,504
|
|
Other current liabilities
|
|
|
7,373
|
|
|
|
8,998
|
|
Total
|
|
$
|
31,910
|
|
|
$
|
27,565
|
|
The following table provides details of other long-term liabilities (in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Pension and other post retirement liabilities
|
|
$
|
9,327
|
|
|
$
|
9,111
|
|
Deferred tax liabilities
|
|
|
7,636
|
|
|
|
7,736
|
|
Other liabilities
|
|
|
10,848
|
|
|
|
11,306
|
|
Total
|
|
$
|
27,811
|
|
|
$
|
28,153
|
|
1
1
.
|
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
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 long-term debt is at a variable rate, and as such the debt obligation outstanding approximates fair value.
20
1
2
.
|
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 4,234,856 stock options with an exercise price of $0.000025 remain outstanding at March 31, 2019. 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.
The following table summarizes the stock option activity under the NSO 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 at January 1, 2019
|
|
|
4,337,856
|
|
|
$
|
0.000025
|
|
|
|
18.0
|
|
|
$
|
119.6
|
|
Exercised
|
|
|
(103,000
|
)
|
|
$
|
0.000025
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable at March 31, 2019
|
|
|
4,234,856
|
|
|
$
|
0.000025
|
|
|
|
17.8
|
|
|
|
155.9
|
|
The total intrinsic value of the NSO Plan stock options exercised during the three months ended March 31, 2019, was $3.7 million.
Incentive and nonqualified stock-based plan
Also in 2001, the Company established the Incentive and Nonqualified Stock-based Plan (“ISO Plan”) which was terminated in 2011 and was authorized to issue nonqualified stock options (“NQSO”) and incentive stock options (“ISO”) covering 11,153,872 shares of Class A common stock. The NQSO grants could be issued at less than the fair market value at date of grant under the terms of the ISO Plan, while ISO grants were issued at a price equal to or greater than the fair market value at date of grant. Options generally vested over a two to three-year period. All options have a contractual term of ten years from the date of grant.
The following table summarizes the stock option activity under the 2001 stock-based compensation plans for the period:
|
|
Number of options
|
|
|
Weighted average
exercise price per share
|
|
|
Weighted average
remaining contractual term (years)
|
|
|
Aggregate
intrinsic value
(in millions)
|
|
Outstanding at January 1, 2019
|
|
|
532,220
|
|
|
$
|
0.65
|
|
|
|
1.4
|
|
|
$
|
14.3
|
|
Exercised
|
|
|
(175,505
|
)
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable at March 31, 2019
|
|
|
356,715
|
|
|
$
|
0.66
|
|
|
|
1.1
|
|
|
$
|
12.9
|
|
The total intrinsic value of the ISO Plan stock options exercised during the three months ended March 31, 2019, was $5.8 million.
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. Total compensation cost related to nonvested awards not yet recognized as of March 31, 2019, totaled $0.7 million, and is expected to be recognized over a weighted average period of 1.8 years.
21
The following table summarizes the stock option activity under the 2012 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 at January 1, 2019
|
|
|
1,541,165
|
|
|
$
|
4.12
|
|
|
|
6.9
|
|
|
$
|
36.2
|
|
Granted
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(118,779
|
)
|
|
$
|
3.49
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(2,556
|
)
|
|
$
|
4.34
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2019
|
|
|
1,419,830
|
|
|
$
|
4.17
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2019
|
|
|
856,512
|
|
|
$
|
3.73
|
|
|
|
6.0
|
|
|
$
|
28.3
|
|
The total intrinsic value of the 2012 Plan stock options exercised during the three months ended March 31, 2019, was $3.7 million.
Other
In connection with the acquisition of Datawatch, all outstanding unvested Datawatch RSUs were converted into a right to receive cash (the “Replacement Awards”). The payment to the holders of unvested Datawatch RSUs will be payable on or after the date that such RSUs would have otherwise vested in accordance with its original terms.
The accounting treatment for the outstanding unvested Datawatch RSUs in the context of the business combination was to allocate the fair value of the RSUs at the date of consummation attributable to pre-combination service to the aggregate merger consideration. The difference between the fair value of the Replacement Awards and the amount allocable to pre-combination service was considered a post-combination expense to the Company after the consummation date.
The estimated post combination expense to the Company as a result of the business combination was approximately $3.4 million which will be recognized on a straight-line basis over the remaining service period that was stipulated in each holder’s original RSU agreement. The weighted average remaining service period is 2.0 years. Once the vesting conditions of the service period are met, Altair will cash-settle the Replacement Awards. The liability related to the Datawatch RSUs as of March 31, 2019 and December 31, 2018, was $0.9 million and $0.6 million, respectively, and is recorded in other accrued expenses and current liabilities.
2017 stock-based compensation plan
In 2017, the Company’s board of directors adopted the 2017 Equity Incentive Plan (“2017 Plan”), which was approved by the Company’s stockholders. The 2017 Plan provides for the grant of incentive stock options to the Company’s employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, other cash-based awards and other stock-based awards to the Company’s employees, directors and consultants and the Company’s parent, subsidiary, and affiliate corporations’ employees and consultants. The 2017 Plan has 8,104,971 authorized shares of the Company’s Class A common stock reserved for issuance.
The following table summarizes the restricted stock units, or RSUs, awarded under the 2017 Plan for the period:
|
|
Number of RSUs
|
|
Outstanding at January 1, 2019
|
|
|
206,061
|
|
Granted
|
|
|
576,524
|
|
Vested
|
|
|
(14,039
|
)
|
Forfeited
|
|
|
(1,922
|
)
|
Outstanding at March 31, 2019
|
|
|
766,624
|
|
The weighted average grant date fair value of the RSUs was $37.21 and the RSUs generally vest in four equal annual installments. Total compensation cost related to nonvested awards not yet recognized as of March 31, 2019, totaled $25.8 million, and is expected to be recognized over a weighted average period of approximately four years.
22
Stock-based compensation expense
The stock-based compensation expense was recorded as follows (in thousands):
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Cost of revenue – software
|
|
$
|
64
|
|
|
$
|
8
|
|
Research and development
|
|
|
358
|
|
|
|
47
|
|
Sales and marketing
|
|
|
462
|
|
|
|
41
|
|
General and administrative
|
|
|
328
|
|
|
|
120
|
|
Total stock-based compensation expense
|
|
$
|
1,212
|
|
|
$
|
216
|
|
1
3
.
|
Other expense (income), net
|
Other expense (income), net consists of the following (in thousands):
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Foreign exchange loss (gain)
|
|
$
|
417
|
|
|
$
|
(797
|
)
|
Other
|
|
|
(27
|
)
|
|
|
(103
|
)
|
Other expense (income), net
|
|
$
|
390
|
|
|
$
|
(900
|
)
|
At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date income (loss) before income taxes. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected income (loss) before income taxes for the year, projections of the proportion of income (and/or loss) earned and taxed in respective tax jurisdictions, including applicable foreign taxes withheld at the source, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. Jurisdictions with a projected loss for the year or a year-to-date loss for which no tax benefit can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or the Company’s tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs.
The Company’s income tax expense and effective tax rate for the three months ended March 31, 2019 and 2018 were as follows (in thousands, except percentages):
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Income tax expense
|
|
$
|
4,088
|
|
|
$
|
2,346
|
|
Effective tax rate
|
|
|
24
|
%
|
|
|
9
|
%
|
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. The effective tax rate was impacted by the geographic income mix in 2019 as
23
compared to 201
8
, primarily related to United States pre-tax
income
of $
13.6
million
for the three months ended March 31, 2019
,
for which tax expense was not recognized due to the valuation allowance
,
compared to United States pre-tax
income
of $
18.0
million
for the three months ended March 31, 2018,
for which tax expense was not recognized due to the valuation allowance
.
Offsett
ing this increase in tax expense and effective tax rate in the quarter was a reversal of reserve adjustments recorded for uncertain tax positions of $1.1 million.
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 three months ended March 31, 2019, due to a full valuation allowance on U.S. net deferred tax assets.
1
5
.
|
Accumulated other comprehensive loss
|
The components of accumulated other comprehensive loss were as follows (in thousands):
|
|
Foreign currency translation
|
|
|
Retirement related
benefit plans
|
|
|
Total
|
|
Balance at January 1, 2019
|
|
$
|
(8,585
|
)
|
|
$
|
(2,467
|
)
|
|
$
|
(11,052
|
)
|
Other comprehensive income before reclassification
|
|
|
337
|
|
|
|
25
|
|
|
|
362
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
|
203
|
|
|
|
203
|
|
Tax effects
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Other comprehensive income
|
|
|
337
|
|
|
|
228
|
|
|
|
565
|
|
Balance at March 31, 2019
|
|
$
|
(8,248
|
)
|
|
$
|
(2,239
|
)
|
|
$
|
(10,487
|
)
|
1
6
.
|
Commitments and contingencies
|
Swedish Tax Litigation
The Swedish Tax Authorities, or STA, have assessed tax, penalties and interest in the amount of $6.6 million related to the acquisition of Panopticon AB by Datawatch, in 2013 for the years 2013, 2014 and 2015. The STA, upon auditing the acquisition transaction, reached a conclusion that post acquisition, certain assets were removed from Sweden, triggering the tax obligation. The STA is also of the opinion that some services related to product development provided to the new parent company in the U.S. were performed by Panopticon AB at a price below market price triggering tax obligations. Datawatch contested the findings by the STA throughout the audit process and is now contesting the STA position in the first level of administrative courts.
An Administrative Court hearing has been set for May 16, 2019.
Other legal proceedings
From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company has received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend the Company, its partners and its customers by determining the scope, enforceability and validity of third party proprietary rights, or to establish and enforce the Company’s proprietary rights. 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.
1
7
.
|
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, or “CES”. The primary measure of segment operating performance is Adjusted EBITDA, which is defined as net income (loss) adjusted for income tax expense (benefit), interest expense, interest income and other, depreciation and amortization, stock-based compensation expense, restructuring charges, asset impairment charges and other special items as determined by management. Adjusted EBITDA includes an allocation of corporate headquarters costs.
24
The Software reportable segment derives revenue from the sale and
subscription
of licenses for software products focused on the deve
lopment and application of simulation
, high performance computing, and data intelligence
technology to synthesize and optimize designs, processes and decisions for improved business performance. The Software segment also derives revenue from software support, upgrades, training and consulting services focused on product design and development
expertise
, high performance computing, data intelligence,
and analysis support
throughout product
lifecycle
s
.
To a much lesser extent, the Software segment also includes revenue from the sale of hardware
products
, primarily a
s a result of recent business
acquisitions.
The Client Engineering Services reportable segment provides support to its customers with long-term ongoing product design and development expertise in its market segments of Solvers & Optimization, Modeling & Visualization, Industrial and Concept Design, and high-performance computing. The Company hires simulation specialists, industrial designers, design engineers, materials experts, development and test specialists, manufacturing engineers, data scientists and information technology specialists for placement at customer sites for specific customer-directed assignments.
The “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 on intellectual property for the direct replacement of fluorescent light tubes with LED lamps. Other businesses combined within Other include our WEYV business, a consumer music and content service, and potential services and product concepts that are still in 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 following tables are in thousands:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
|
Software
|
|
|
CES
|
|
|
All other
|
|
|
Total
|
|
Revenue
|
|
$
|
113,063
|
|
|
$
|
12,050
|
|
|
$
|
2,746
|
|
|
$
|
127,859
|
|
Adjusted EBITDA
|
|
$
|
24,042
|
|
|
$
|
1,106
|
|
|
$
|
(1,164
|
)
|
|
$
|
23,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
Software
|
|
|
CES
|
|
|
All other
|
|
|
Total
|
|
Revenue
|
|
$
|
99,142
|
|
|
$
|
12,080
|
|
|
$
|
2,035
|
|
|
$
|
113,257
|
|
Adjusted EBITDA
|
|
$
|
29,028
|
|
|
$
|
1,056
|
|
|
$
|
(534
|
)
|
|
$
|
29,550
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Reconciliation of Adjusted EBITDA to U.S. GAAP Income before income taxes:
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
23,984
|
|
|
$
|
29,550
|
|
Stock-based compensation expense
|
|
|
(1,212
|
)
|
|
|
(216
|
)
|
Interest expense
|
|
|
(270
|
)
|
|
|
(16
|
)
|
Interest income and other
(1)
|
|
|
(201
|
)
|
|
|
1,255
|
|
Depreciation and amortization
|
|
|
(5,194
|
)
|
|
|
(3,543
|
)
|
Income before income taxes
|
|
$
|
17,107
|
|
|
$
|
27,030
|
|
(1)
|
Includes an impairment charge for royalty contracts resulting in $0.2 million and $0.9 million of expense for the three months ended March 31, 2019 and 2018, respectively. Includes a non-recurring adjustment for a change in estimated legal expenses resulting in $2.0 million of income for the three months ended March 31, 2018.
|
25