Further information on potential factors that could affect the financial results of the Company are included in the Company’s Form 10‑K and subsequent Form 10‑Qs, which are on file with the SEC. The Company disclaims any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
About Bentley Systems
Bentley Systems (Nasdaq: BSY) is the infrastructure engineering software company. We provide innovative software to advance the world’s infrastructure – sustaining both the global economy and environment. Our industry-leading software solutions are used by professionals, and organizations of every size, for the design, construction, and operations of roads and bridges, rail and transit, water and wastewater, public works and utilities, buildings and campuses, mining, and industrial facilities. Our offerings, powered by the iTwin Platform for infrastructure digital twins, include MicroStation and Bentley Open applications for modeling and simulation, Seequent’s software for geoprofessionals, and Bentley Infrastructure Cloud encompassing ProjectWise for project delivery, SYNCHRO for construction management, and AssetWise for asset operations. Bentley Systems’ 5,000 colleagues generate annual revenues of more than $1 billion in 194 countries.
© 2023 Bentley Systems, Incorporated. Bentley, the Bentley logo, AssetWise, Bentley Infrastructure Cloud, Bentley Open, iTwin, MicroStation, ProjectWise, Seequent, SYNCHRO, and Virtuosity are either registered or unregistered trademarks or service marks of Bentley Systems, Incorporated or one of its direct or indirect wholly owned subsidiaries. All other brands and product names are trademarks of their respective owners.
BENTLEY SYSTEMS, INCORPORATED Consolidated Balance Sheets (in thousands) (unaudited) |
||||||||
|
|
September 30, 2023 |
|
December 31, 2022 |
||||
Assets |
|
|
|
|
||||
Current assets: |
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
66,963 |
|
|
$ |
71,684 |
|
Accounts receivable |
|
|
243,488 |
|
|
|
296,376 |
|
Allowance for doubtful accounts |
|
|
(8,312 |
) |
|
|
(9,303 |
) |
Prepaid income taxes |
|
|
25,972 |
|
|
|
18,406 |
|
Prepaid and other current assets |
|
|
46,128 |
|
|
|
38,732 |
|
Total current assets |
|
|
374,239 |
|
|
|
415,895 |
|
Property and equipment, net |
|
|
38,309 |
|
|
|
32,251 |
|
| Operating lease right-of-use assets |
|
|
41,434 |
|
|
|
40,249 |
|
| Intangible assets, net |
|
|
259,979 |
|
|
|
292,271 |
|
| Goodwill |
|
|
2,251,312 |
|
|
|
2,237,184 |
|
| Investments |
|
|
30,332 |
|
|
|
22,270 |
|
| Deferred income taxes |
|
|
61,664 |
|
|
|
52,636 |
|
| Other assets |
|
|
77,574 |
|
|
|
72,249 |
|
| Total assets |
|
$ |
3,134,843 |
|
|
$ |
3,165,005 |
|
| Liabilities and Stockholders’ Equity |
|
|
|
|
||||
| Current liabilities: |
|
|
|
|
||||
| Accounts payable |
|
$ |
26,389 |
|
|
$ |
15,176 |
|
| Accruals and other current liabilities |
|
|
403,428 |
|
|
|
362,048 |
|
| Deferred revenues |
|
|
211,815 |
|
|
|
226,955 |
|
| Operating lease liabilities |
|
|
11,430 |
|
|
|
14,672 |
|
| Income taxes payable |
|
|
18,879 |
|
|
|
4,507 |
|
| Current portion of long-term debt |
|
|
8,750 |
|
|
|
5,000 |
|
| Total current liabilities |
|
|
680,691 |
|
|
|
628,358 |
|
| Long-term debt |
|
|
1,580,752 |
|
|
|
1,775,696 |
|
| Deferred compensation plan liabilities |
|
|
79,537 |
|
|
|
77,014 |
|
| Long-term operating lease liabilities |
|
|
31,355 |
|
|
|
27,670 |
|
| Deferred revenues |
|
|
15,189 |
|
|
|
16,118 |
|
| Deferred income taxes |
|
|
43,530 |
|
|
|
51,235 |
|
| Income taxes payable |
|
|
7,317 |
|
|
|
8,105 |
|
| Other liabilities |
|
|
4,311 |
|
|
|
7,355 |
|
| Total liabilities |
|
|
2,442,682 |
|
|
|
2,591,551 |
|
| Stockholders’ equity: |
|
|
|
|
||||
| Common stock |
|
|
2,952 |
|
|
|
2,890 |
|
| Additional paid-in capital |
|
|
1,108,816 |
|
|
|
1,030,466 |
|
| Accumulated other comprehensive loss |
|
|
(95,128 |
) |
|
|
(89,740 |
) |
| Accumulated deficit |
|
|
(325,183 |
) |
|
|
(370,866 |
) |
| Non-controlling interest |
|
|
704 |
|
|
|
704 |
|
| Total stockholders’ equity |
|
|
692,161 |
|
|
|
573,454 |
|
| Total liabilities and stockholders’ equity |
|
$ |
3,134,843 |
|
|
$ |
3,165,005 |
|
| BENTLEY SYSTEMS, INCORPORATED Consolidated Statements of Operations (in thousands, except share and per share data) (unaudited) |
||||||||||||||||
|
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||
|
|
|
September 30, |
|
September 30, |
||||||||||||
|
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
| Revenues: |
|
|
|
|
|
|
|
|
||||||||
| Subscriptions |
|
$ |
270,751 |
|
|
$ |
235,307 |
|
|
$ |
807,839 |
|
|
$ |
708,731 |
|
| Perpetual licenses |
|
|
11,887 |
|
|
|
9,460 |
|
|
|
33,152 |
|
|
|
31,213 |
|
| Subscriptions and licenses |
|
|
282,638 |
|
|
|
244,767 |
|
|
|
840,991 |
|
|
|
739,944 |
|
| Services |
|
|
23,974 |
|
|
|
23,565 |
|
|
|
76,781 |
|
|
|
72,190 |
|
| Total revenues |
|
|
306,612 |
|
|
|
268,332 |
|
|
|
917,772 |
|
|
|
812,134 |
|
| Cost of revenues: |
|
|
|
|
|
|
|
|
||||||||
| Cost of subscriptions and licenses |
|
|
42,088 |
|
|
|
37,371 |
|
|
|
124,175 |
|
|
|
107,904 |
|
| Cost of services |
|
|
22,588 |
|
|
|
21,812 |
|
|
|
74,111 |
|
|
|
66,758 |
|
| Total cost of revenues |
|
|
64,676 |
|
|
|
59,183 |
|
|
|
198,286 |
|
|
|
174,662 |
|
| Gross profit |
|
|
241,936 |
|
|
|
209,149 |
|
|
|
719,486 |
|
|
|
637,472 |
|
| Operating expense (income): |
|
|
|
|
|
|
|
|
||||||||
| Research and development |
|
|
65,465 |
|
|
|
63,827 |
|
|
|
203,382 |
|
|
|
189,966 |
|
| Selling and marketing |
|
|
53,757 |
|
|
|
46,114 |
|
|
|
160,262 |
|
|
|
141,676 |
|
| General and administrative |
|
|
42,678 |
|
|
|
37,794 |
|
|
|
128,743 |
|
|
|
128,981 |
|
| Deferred compensation plan |
|
|
(3,160 |
) |
|
|
(4,576 |
) |
|
|
4,763 |
|
|
|
(21,873 |
) |
| Amortization of purchased intangibles |
|
|
9,517 |
|
|
|
10,446 |
|
|
|
29,567 |
|
|
|
30,869 |
|
| Total operating expenses |
|
|
168,257 |
|
|
|
153,605 |
|
|
|
526,717 |
|
|
|
469,619 |
|
| Income from operations |
|
|
73,679 |
|
|
|
55,544 |
|
|
|
192,769 |
|
|
|
167,853 |
|
| Interest expense, net |
|
|
(10,047 |
) |
|
|
(9,134 |
) |
|
|
(30,623 |
) |
|
|
(23,521 |
) |
| Other income, net |
|
|
5,953 |
|
|
|
932 |
|
|
|
7,207 |
|
|
|
14,793 |
|
| Income before income taxes |
|
|
69,585 |
|
|
|
47,342 |
|
|
|
169,353 |
|
|
|
159,125 |
|
| Provision for income taxes |
|
|
(16,514 |
) |
|
|
(9,664 |
) |
|
|
(22,107 |
) |
|
|
(8,221 |
) |
| Loss from investments accounted for using the equity method, net of tax |
|
|
(44 |
) |
|
|
(681 |
) |
|
|
(44 |
) |
|
|
(1,846 |
) |
| Net income |
|
$ |
53,027 |
|
|
$ |
36,997 |
|
|
$ |
147,202 |
|
|
$ |
149,058 |
|
| Per share information: |
|
|
|
|
|
|
|
|
||||||||
| Net income per share, basic |
|
$ |
0.17 |
|
|
$ |
0.12 |
|
|
$ |
0.47 |
|
|
$ |
0.48 |
|
| Net income per share, diluted |
|
$ |
0.16 |
|
|
$ |
0.12 |
|
|
$ |
0.46 |
|
|
$ |
0.46 |
|
| Weighted average shares, basic |
|
|
313,069,132 |
|
|
|
310,116,104 |
|
|
|
311,915,808 |
|
|
|
308,959,801 |
|
| Weighted average shares, diluted |
|
|
332,825,186 |
|
|
|
325,170,383 |
|
|
|
332,144,893 |
|
|
|
332,077,834 |
|
| BENTLEY SYSTEMS, INCORPORATED Consolidated Statements of Cash Flows (in thousands) (unaudited) |
||||||||
|
|
|
Nine Months Ended |
||||||
|
|
|
September 30, |
||||||
|
|
|
2023 |
|
2022 |
||||
| Cash flows from operating activities: |
|
|
|
|
||||
| Net income |
|
$ |
147,202 |
|
|
$ |
149,058 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
||||
| Depreciation and amortization |
|
|
52,787 |
|
|
|
53,644 |
|
| Deferred income taxes |
|
|
(14,632 |
) |
|
|
(13,670 |
) |
| Stock-based compensation expense |
|
|
56,092 |
|
|
|
51,359 |
|
| Deferred compensation plan |
|
|
4,763 |
|
|
|
(21,873 |
) |
| Amortization of deferred debt issuance costs |
|
|
5,469 |
|
|
|
5,468 |
|
| Change in fair value of derivative |
|
|
(4,102 |
) |
|
|
(29,318 |
) |
| Foreign currency remeasurement loss |
|
|
3,198 |
|
|
|
14,445 |
|
| Other |
|
|
2,464 |
|
|
|
4,193 |
|
| Changes in assets and liabilities, net of effect from acquisitions: |
|
|
|
|
||||
| Accounts receivable |
|
|
56,065 |
|
|
|
12,550 |
|
| Prepaid and other assets |
|
|
(1,246 |
) |
|
|
7,779 |
|
| Accounts payable, accruals, and other liabilities |
|
|
33,437 |
|
|
|
28,765 |
|
| Deferred revenues |
|
|
(17,688 |
) |
|
|
(26,725 |
) |
| Income taxes payable, net of prepaid income taxes |
|
|
5,834 |
|
|
|
2,523 |
|
| Net cash provided by operating activities |
|
|
329,643 |
|
|
|
238,198 |
|
| Cash flows from investing activities: |
|
|
|
|
||||
| Purchases of property and equipment and investment in capitalized software |
|
|
(18,906 |
) |
|
|
(12,982 |
) |
| Proceeds from sale of aircraft |
|
|
— |
|
|
|
2,380 |
|
| Acquisitions, net of cash acquired |
|
|
(23,110 |
) |
|
|
(719,539 |
) |
| Purchases of investments |
|
|
(11,352 |
) |
|
|
(10,304 |
) |
| Proceeds from investments |
|
|
2,123 |
|
|
|
— |
|
| Net cash used in investing activities |
|
|
(51,245 |
) |
|
|
(740,445 |
) |
| Cash flows from financing activities: |
|
|
|
|
||||
| Proceeds from credit facilities |
|
|
442,566 |
|
|
|
753,376 |
|
| Payments of credit facilities |
|
|
(634,718 |
) |
|
|
(408,714 |
) |
| Repayments of term loan |
|
|
(3,750 |
) |
|
|
(3,750 |
) |
| Payments of contingent and non-contingent consideration |
|
|
(3,039 |
) |
|
|
(6,996 |
) |
| Payments of dividends |
|
|
(43,992 |
) |
|
|
(25,828 |
) |
| Proceeds from stock purchases under employee stock purchase plan |
|
|
9,988 |
|
|
|
10,335 |
|
| Proceeds from exercise of stock options |
|
|
10,590 |
|
|
|
6,855 |
|
| Payments for shares acquired including shares withheld for taxes |
|
|
(57,527 |
) |
|
|
(42,213 |
) |
| Repurchases of Class B Common Stock under approved program |
|
|
— |
|
|
|
(28,250 |
) |
| Other |
|
|
(137 |
) |
|
|
(123 |
) |
| Net cash (used in) provided by financing activities |
|
|
(280,019 |
) |
|
|
254,692 |
|
| Effect of exchange rate changes on cash and cash equivalents |
|
|
(3,100 |
) |
|
|
(8,926 |
) |
| Decrease in cash and cash equivalents |
|
|
(4,721 |
) |
|
|
(256,481 |
) |
| Cash and cash equivalents, beginning of year |
|
|
71,684 |
|
|
|
329,337 |
|
| Cash and cash equivalents, end of period |
|
$ |
66,963 |
|
|
$ |
72,856 |
|
| BENTLEY SYSTEMS, INCORPORATED Reconciliation of GAAP to Non-GAAP Measures (in thousands, except share and per share data) (unaudited) |
||||||||||||||||
| Reconciliation of operating income to Adjusted OI w/SBC and to Adjusted operating income: |
||||||||||||||||
|
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||
|
|
|
September 30, |
|
September 30, |
||||||||||||
|
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||
| Operating income |
|
$ |
73,679 |
|
|
$ |
55,544 |
|
|
$ |
192,769 |
|
|
$ |
167,853 |
|
| Amortization of purchased intangibles |
|
|
12,678 |
|
|
|
13,575 |
|
|
|
39,038 |
|
|
|
40,174 |
|
| Deferred compensation plan |
|
|
(3,160 |
) |
|
|
(4,576 |
) |
|
|
4,763 |
|
|
|
(21,873 |
) |
| Acquisition expenses |
|
|
2,980 |
|
|
|
3,203 |
|
|
|
15,278 |
|
|
|
21,056 |
|
| Realignment expenses (income) |
|
|
150 |
|
|
|
(971 |
) |
|
|
(1,800 |
) |
|
|
2,223 |
|
| Adjusted OI w/SBC |
|
|
86,327 |
|
|
|
66,775 |
|
|
|
250,048 |
|
|
|
209,433 |
|
| Stock-based compensation expense |
|
|
18,039 |
|
|
|
18,626 |
|
|
|
54,907 |
|
|
|
50,974 |
|
| Adjusted operating income |
|
$ |
104,366 |
|
|
$ |
85,401 |
|
|
$ |
304,955 |
|
|
$ |
260,407 |
|
| Reconciliation of net income to Adjusted net income: |
|||||||||||||||||||||||||||||||
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||||||||||||||||||
|
|
September 30, |
|
September 30, |
||||||||||||||||||||||||||||
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
||||||||||||||||||||||||
|
|
$ |
|
EPS (1) |
|
$ |
|
EPS (1) |
|
$ |
|
EPS (1) |
|
$ |
|
EPS (1) |
||||||||||||||||
| Net income |
$ |
53,027 |
|
|
$ |
0.16 |
|
|
$ |
36,997 |
|
|
$ |
0.12 |
|
|
$ |
147,202 |
|
|
$ |
0.46 |
|
|
$ |
149,058 |
|
|
$ |
0.46 |
|
| Non-GAAP adjustments, prior to income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Amortization of purchased intangibles |
|
12,678 |
|
|
|
0.04 |
|
|
|
13,575 |
|
|
|
0.04 |
|
|
|
39,038 |
|
|
|
0.12 |
|
|
|
40,174 |
|
|
|
0.12 |
|
| Stock-based compensation expense |
|
18,039 |
|
|
|
0.05 |
|
|
|
18,626 |
|
|
|
0.06 |
|
|
|
54,907 |
|
|
|
0.17 |
|
|
|
50,974 |
|
|
|
0.15 |
|
| Deferred compensation plan |
|
(3,160 |
) |
|
|
(0.01 |
) |
|
|
(4,576 |
) |
|
|
(0.01 |
) |
|
|
4,763 |
|
|
|
0.01 |
|
|
|
(21,873 |
) |
|
|
(0.07 |
) |
| Acquisition expenses |
|
2,980 |
|
|
|
0.01 |
|
|
|
3,203 |
|
|
|
0.01 |
|
|
|
15,278 |
|
|
|
0.05 |
|
|
|
21,056 |
|
|
|
0.06 |
|
| Realignment expenses (income) |
|
150 |
|
|
|
— |
|
|
|
(971 |
) |
|
|
— |
|
|
|
(1,800 |
) |
|
|
(0.01 |
) |
|
|
2,223 |
|
|
|
0.01 |
|
| Other income, net |
|
(5,953 |
) |
|
|
(0.02 |
) |
|
|
(932 |
) |
|
|
— |
|
|
|
(7,207 |
) |
|
|
(0.02 |
) |
|
|
(14,793 |
) |
|
|
(0.04 |
) |
| Total non-GAAP adjustments, prior to income taxes |
|
24,734 |
|
|
|
0.07 |
|
|
|
28,925 |
|
|
|
0.09 |
|
|
|
104,979 |
|
|
|
0.32 |
|
|
|
77,761 |
|
|
|
0.23 |
|
| Income tax effect of non-GAAP adjustments |
|
(5,306 |
) |
|
|
(0.02 |
) |
|
|
(5,342 |
) |
|
|
(0.02 |
) |
|
|
(19,303 |
) |
|
|
(0.06 |
) |
|
|
(13,832 |
) |
|
|
(0.04 |
) |
| Loss from investments accounted for using the equity method, net of tax |
|
44 |
|
|
|
— |
|
|
|
681 |
|
|
|
— |
|
|
|
44 |
|
|
|
— |
|
|
|
1,846 |
|
|
|
0.01 |
|
| Adjusted net income (2) |
$ |
72,499 |
|
|
$ |
0.22 |
|
|
$ |
61,261 |
|
|
$ |
0.19 |
|
|
$ |
232,922 |
|
|
$ |
0.72 |
|
|
$ |
214,833 |
|
|
$ |
0.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Adjusted weighted average shares, diluted (3) |
332,825,186 |
|
332,079,181 |
|
332,144,893 |
|
332,077,834 |
||||||||||||||||||||||||
| ________________________ | |
| (1) |
Adjusted EPS was computed independently for each reconciling item presented; therefore, the sum of Adjusted EPS for each line item may not equal total Adjusted EPS due to rounding. |
| (2) |
Adjusted EPS numerator includes $1,716 for both the three months ended September 30, 2023 and 2022, and $5,157 and $5,116 for the nine months ended September 30, 2023 and 2022, respectively, related to interest expense, net of tax, attributable to the convertible senior notes using the if‑converted method. |
| (3) |
Adjusted weighted average shares, diluted includes incremental shares, which were considered anti-dilutive on a GAAP basis, of 6,908,798 shares for the three months ended September 30, 2022 related to the dilutive effect of convertible senior notes using the if‑converted method. |
| Reconciliation of cash flow from operations to Adjusted EBITDA: |
||||||||||||||||
|
|
Three Months Ended |
|
Nine Months Ended |
|||||||||||||
|
|
September 30, |
|
September 30, |
|||||||||||||
|
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|||||||||
| Cash flow from operations |
$ |
72,824 |
|
|
$ |
69,468 |
|
|
$ |
329,643 |
|
|
$ |
238,198 |
|
|
| Cash interest |
|
9,988 |
|
|
|
7,119 |
|
|
|
29,370 |
|
|
|
17,647 |
|
|
| Cash taxes |
|
10,704 |
|
|
|
7,972 |
|
|
|
28,703 |
|
|
|
18,502 |
|
|
| Cash deferred compensation plan distributions |
|
— |
|
|
|
— |
|
|
|
2,125 |
|
|
|
7,336 |
|
|
| Cash acquisition expenses |
|
4,487 |
|
|
|
420 |
|
|
|
19,777 |
|
|
|
23,169 |
|
|
| Changes in operating assets and liabilities |
|
13,504 |
|
|
|
5,513 |
|
|
|
(84,494 |
) |
|
|
(30,500 |
) |
|
| Other (1) |
|
(2,336 |
) |
|
|
(752 |
) |
|
|
(6,420 |
) |
|
|
(475 |
) |
|
| Adjusted EBITDA |
$ |
109,171 |
|
|
$ |
89,740 |
|
|
$ |
318,704 |
|
|
$ |
273,877 |
|
|
| ________________________ | |
| (1) |
Includes receipts related to interest rate swap. |
