Forward-Looking Statements
This press release includes forward-looking statements regarding the future results of operations and financial position, business strategy, and plans and objectives for future operations of Bentley Systems, Incorporated (the “Company,” “we,” “us,” and words of similar import). All such statements contained in this press release, other than statements of historical facts, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations, projections, and assumptions about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, and there are a significant number of factors that could cause actual results to differ materially from statements made in this press release including: current and potential future impacts of the COVID-19 pandemic on the global economy and our business, and consolidated financial statements; adverse changes in global economic and/or political conditions; political, economic, regulatory and public health and safety risks and uncertainties in the countries and regions in which we operate; failure to retain personnel necessary for the operation of our business or those that we acquire; changes in the industries in which our accounts operate; the competitive environment in which we operate; the quality of our products; our ability to develop and market new products to address our accounts’ rapidly changing technological needs; changes in capital markets and our ability to access financing on terms satisfactory to us or at all; and our ability to integrate acquired businesses successfully.
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 Forms 10-Q, which are on file with the United States Securities and Exchange Commission. 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 include MicroStation-based applications for modeling and simulation, ProjectWise for project delivery, AssetWise for asset and network performance, Seequent’s leading geosciences software portfolio, and the iTwin platform for infrastructure digital twins. Bentley Systems employs more than 4,000 colleagues and generates annual revenues of more than $800 million in 172 countries.
© 2021 Bentley Systems, Incorporated. Bentley, the Bentley logo, AssetWise, iTwin, MicroStation, ProjectWise, and Seequent 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 AND SUBSIDIARIES |
||||||||
Consolidated Balance Sheets |
||||||||
(in thousands) |
||||||||
(unaudited) |
||||||||
|
|
September 30, 2021 |
|
December 31, 2020 |
||||
Assets |
|
|
|
|
||||
Current assets: |
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
155,755 |
|
|
$ |
122,006 |
|
Accounts receivable |
|
194,682 |
|
|
195,782 |
|
||
Allowance for doubtful accounts |
|
(6,355 |
) |
|
(5,759 |
) |
||
Prepaid income taxes |
|
20,958 |
|
|
3,535 |
|
||
Prepaid and other current assets |
|
35,062 |
|
|
24,694 |
|
||
Total current assets |
|
400,102 |
|
|
340,258 |
|
||
Property and equipment, net |
|
31,103 |
|
|
28,414 |
|
||
Operating lease right-of-use assets |
|
48,642 |
|
|
46,128 |
|
||
Intangible assets, net |
|
251,467 |
|
|
45,627 |
|
||
Goodwill |
|
1,592,399 |
|
|
581,174 |
|
||
Investments |
|
5,429 |
|
|
5,691 |
|
||
Deferred income taxes |
|
77,418 |
|
|
39,224 |
|
||
Other assets |
|
47,523 |
|
|
39,519 |
|
||
Total assets |
|
$ |
2,454,083 |
|
|
$ |
1,126,035 |
|
Liabilities and Stockholders’ Equity |
|
|
|
|
||||
Current liabilities: |
|
|
|
|
||||
Accounts payable |
|
$ |
12,502 |
|
|
$ |
16,492 |
|
Accruals and other current liabilities |
|
317,271 |
|
|
226,793 |
|
||
Deferred revenues |
|
189,683 |
|
|
202,294 |
|
||
Operating lease liabilities |
|
18,003 |
|
|
16,610 |
|
||
Income taxes payable |
|
11,974 |
|
|
3,366 |
|
||
Total current liabilities |
|
549,433 |
|
|
465,555 |
|
||
Long-term debt |
|
1,302,845 |
|
|
246,000 |
|
||
Deferred compensation plan liabilities |
|
89,174 |
|
|
2,422 |
|
||
Long-term operating lease liabilities |
|
32,583 |
|
|
31,767 |
|
||
Deferred revenues |
|
6,614 |
|
|
7,020 |
|
||
Deferred income taxes |
|
69,471 |
|
|
10,849 |
|
||
Income taxes payable |
|
7,613 |
|
|
7,883 |
|
||
Other liabilities |
|
17,352 |
|
|
12,940 |
|
||
Total liabilities |
|
2,075,085 |
|
|
784,436 |
|
||
Stockholders’ equity: |
|
|
|
|
||||
Common stock |
|
2,820 |
|
|
2,722 |
|
||
Additional paid-in capital |
|
921,410 |
|
|
741,113 |
|
||
Accumulated other comprehensive loss |
|
(81,880 |
) |
|
(26,233 |
) |
||
Accumulated deficit |
|
(463,352 |
) |
|
(376,003 |
) |
||
Total stockholders’ equity |
|
378,998 |
|
|
341,599 |
|
||
Total liabilities and stockholders’ equity |
|
$ |
2,454,083 |
|
|
$ |
1,126,035 |
|
BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES |
||||||||||||||||
Consolidated Statements of Operations |
||||||||||||||||
(in thousands, except share and per share data) |
||||||||||||||||
(unaudited) |
||||||||||||||||
|
Three Months Ended |
|
Nine Months Ended |
|||||||||||||
|
September 30, |
|
September 30, |
|||||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|||||||||
Revenues: |
|
|
|
|
||||||||||||
Subscriptions |
$ |
212,227 |
|
$ |
173,174 |
|
$ |
585,804 |
|
$ |
501,011 |
|
||||
Perpetual licenses |
11,866 |
|
12,827 |
|
33,373 |
|
36,020 |
|
||||||||
Subscriptions and licenses |
224,093 |
|
186,001 |
|
619,177 |
|
537,031 |
|
||||||||
Services |
24,387 |
|
16,996 |
|
74,239 |
|
44,946 |
|
||||||||
Total revenues |
248,480 |
|
202,997 |
|
693,416 |
|
581,977 |
|
||||||||
Cost of revenues: |
|
|
|
|
||||||||||||
Cost of subscriptions and licenses |
31,056 |
|
23,338 |
|
89,882 |
|
66,466 |
|
||||||||
Cost of services |
23,176 |
|
19,290 |
|
67,090 |
|
50,126 |
|
||||||||
Total cost of revenues |
54,232 |
|
42,628 |
|
156,972 |
|
116,592 |
|
||||||||
Gross profit |
194,248 |
|
160,369 |
|
536,444 |
|
465,385 |
|
||||||||
Operating expense (income): |
|
|
|
|
||||||||||||
Research and development |
57,334 |
|
50,217 |
|
157,913 |
|
139,570 |
|
||||||||
Selling and marketing |
44,392 |
|
41,824 |
|
114,846 |
|
107,551 |
|
||||||||
General and administrative |
35,329 |
|
32,956 |
|
110,233 |
|
85,390 |
|
||||||||
Deferred compensation plan |
88,965 |
|
50 |
|
89,327 |
|
(115 |
) |
||||||||
Amortization of purchased intangibles |
8,676 |
|
3,869 |
|
16,703 |
|
10,984 |
|
||||||||
Expenses associated with initial public offering |
— |
|
26,130 |
|
— |
|
26,130 |
|
||||||||
Total operating expenses |
234,696 |
|
155,046 |
|
489,022 |
|
369,510 |
|
||||||||
(Loss) income from operations |
(40,448 |
) |
5,323 |
|
47,422 |
|
95,875 |
|
||||||||
Interest expense, net |
(3,836 |
) |
(1,934 |
) |
(8,608 |
) |
(4,450 |
) |
||||||||
Other (expense) income, net |
(957 |
) |
13,741 |
|
9,748 |
|
6,756 |
|
||||||||
(Loss) income before income taxes |
(45,241 |
) |
17,130 |
|
48,562 |
|
98,181 |
|
||||||||
(Provision) benefit for income taxes |
(4,223 |
) |
(10,705 |
) |
6,165 |
|
(22,145 |
) |
||||||||
Loss from investment accounted for using the equity method, net of tax |
(664 |
) |
(581 |
) |
(2,939 |
) |
(1,447 |
) |
||||||||
Net (loss) income |
(50,128 |
) |
5,844 |
|
51,788 |
|
74,589 |
|
||||||||
Less: Net (loss) income attributable to participating securities |
(3 |
) |
(4 |
) |
(6 |
) |
(4 |
) |
||||||||
Net (loss) income attributable to Class A and Class B common stockholders |
$ |
(50,131 |
) |
$ |
5,840 |
|
$ |
51,782 |
|
$ |
74,585 |
|
||||
Per share information: |
|
|
|
|
||||||||||||
Net (loss) income per share, basic |
$ |
(0.16 |
) |
$ |
0.02 |
|
$ |
0.17 |
|
$ |
0.26 |
|
||||
Net (loss) income per share, diluted |
$ |
(0.16 |
) |
$ |
0.02 |
|
$ |
0.16 |
|
$ |
0.25 |
|
||||
Weighted average shares, basic |
308,195,379 |
|
289,318,391 |
|
305,119,985 |
|
287,063,892 |
|
||||||||
Weighted average shares, diluted |
308,195,379 |
|
299,634,961 |
|
314,658,136 |
|
297,251,349 |
|
BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES |
||||||||
Consolidated Statements of Cash Flows |
||||||||
(in thousands) |
||||||||
(unaudited) |
||||||||
|
|
Nine Months Ended |
||||||
|
|
September 30, |
||||||
|
|
2021 |
|
2020 |
||||
Cash flows from operating activities: |
|
|
|
|
||||
Net income |
|
$ |
51,788 |
|
|
$ |
74,589 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
||||
Depreciation and amortization |
|
35,946 |
|
|
25,836 |
|
||
Bad debt allowance (recovery) |
|
466 |
|
|
(541 |
) |
||
Deferred income taxes |
|
(17,788 |
) |
|
7,853 |
|
||
Stock-based compensation expense |
|
32,853 |
|
|
23,617 |
|
||
Amortization and write-off of deferred debt issuance costs |
|
4,160 |
|
|
430 |
|
||
Change in fair value of derivative |
|
(9,198 |
) |
|
3,365 |
|
||
Change in fair value of contingent consideration |
|
— |
|
|
(1,340 |
) |
||
Foreign currency remeasurement loss (gain) |
|
103 |
|
|
(9,067 |
) |
||
Loss from investment accounted for using the equity method, net of tax |
|
2,939 |
|
|
1,447 |
|
||
Changes in assets and liabilities, net of effect from acquisitions: |
|
|
|
|
||||
Accounts receivable |
|
26,305 |
|
|
46,661 |
|
||
Prepaid and other assets |
|
11,310 |
|
|
8,907 |
|
||
Accounts payable, accruals, and other liabilities |
|
31,766 |
|
|
31,486 |
|
||
Deferred compensation plan liabilities |
|
86,608 |
|
|
2,487 |
|
||
Deferred revenues |
|
(36,598 |
) |
|
(35,134 |
) |
||
Income taxes payable, net of prepaid income taxes |
|
(13,243 |
) |
|
(4,571 |
) |
||
Net cash provided by operating activities |
|
207,417 |
|
|
176,025 |
|
||
Cash flows from investing activities: |
|
|
|
|
||||
Purchases of property and equipment and investment in capitalized software |
|
(11,152 |
) |
|
(13,533 |
) |
||
Acquisitions, net of cash acquired of $37,837 and $2,064, respectively |
|
(1,033,695 |
) |
|
(68,920 |
) |
||
Other investing activities |
|
(3,000 |
) |
|
(6,355 |
) |
||
Net cash used in investing activities |
|
(1,047,847 |
) |
|
(88,808 |
) |
||
Cash flows from financing activities: |
|
|
|
|
||||
Proceeds from credit facilities |
|
682,083 |
|
|
432,375 |
|
||
Payments of credit facilities |
|
(860,228 |
) |
|
(201,125 |
) |
||
Proceeds from convertible senior notes, net of discounts and commissions |
|
1,233,377 |
|
|
— |
|
||
Payments of debt issuance costs |
|
(5,643 |
) |
|
(432 |
) |
||
Purchase of capped call options |
|
(51,555 |
) |
|
— |
|
||
Proceeds from term loan |
|
— |
|
|
125,000 |
|
||
Payments of financing leases |
|
(147 |
) |
|
(141 |
) |
||
Payments of acquisition debt and other consideration |
|
(741 |
) |
|
(2,034 |
) |
||
Payments of dividends |
|
(25,076 |
) |
|
(412,852 |
) |
||
Payments for shares acquired including shares withheld for taxes |
|
(111,306 |
) |
|
(72,476 |
) |
||
Proceeds from Common Stock Purchase Agreement |
|
— |
|
|
58,349 |
|
||
Proceeds from stock purchases under employee stock purchase plan |
|
3,846 |
|
|
— |
|
||
Proceeds from exercise of stock options |
|
5,039 |
|
|
3,206 |
|
||
Net cash provided by (used in) financing activities |
|
869,649 |
|
|
(70,130 |
) |
||
Effect of exchange rate changes on cash and cash equivalents |
|
4,530 |
|
|
(590 |
) |
||
Increase in cash and cash equivalents |
|
33,749 |
|
|
16,497 |
|
||
Cash and cash equivalents, beginning of year |
|
122,006 |
|
|
121,101 |
|
||
Cash and cash equivalents, end of period |
|
$ |
155,755 |
|
|
$ |
137,598 |
|
BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES |
||||||||||||||||
Reconciliation of GAAP to Non-GAAP Measures |
||||||||||||||||
For the Three and Nine Months Ended September 30, 2021 and 2020 |
||||||||||||||||
(in thousands) |
||||||||||||||||
(unaudited) |
||||||||||||||||
Reconciliation of net (loss) income to Adjusted EBITDA: |
||||||||||||||||
|
Three Months Ended |
|
Nine Months Ended |
|||||||||||||
|
September 30, |
|
September 30, |
|||||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|||||||||
Net (loss) income |
$ |
(50,128 |
) |
$ |
5,844 |
|
$ |
51,788 |
|
$ |
74,589 |
|
||||
Interest expense, net |
3,836 |
|
1,934 |
|
8,608 |
|
4,450 |
|
||||||||
Provision (benefit) for income taxes |
4,223 |
|
10,705 |
|
(6,165 |
) |
22,145 |
|
||||||||
Depreciation and amortization |
16,666 |
|
9,172 |
|
35,946 |
|
25,836 |
|
||||||||
Stock-based compensation |
11,588 |
|
19,548 |
|
32,186 |
|
22,760 |
|
||||||||
Deferred compensation plan |
88,965 |
|
50 |
|
89,327 |
|
(115 |
) |
||||||||
Acquisition expenses |
7,697 |
|
3,489 |
|
31,897 |
|
8,498 |
|
||||||||
Realignment expenses |
— |
|
9,943 |
|
— |
|
10,012 |
|
||||||||
Expenses associated with IPO |
— |
|
26,130 |
|
— |
|
26,130 |
|
||||||||
Other expense (income), net |
957 |
|
(13,741 |
) |
(9,748 |
) |
(6,756 |
) |
||||||||
Loss from investment accounted for using the equity method, net of tax |
664 |
|
581 |
|
2,939 |
|
1,447 |
|
||||||||
Adjusted EBITDA |
$ |
84,468 |
|
$ |
73,655 |
|
$ |
236,778 |
|
$ |
188,996 |
|
Reconciliation of net (loss) income to Adjusted Net Income: |
||||||||||||||||
|
Three Months Ended |
|
Nine Months Ended |
|||||||||||||
|
September 30, |
|
September 30, |
|||||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|||||||||
Net (loss) income |
$ |
(50,128 |
) |
$ |
5,844 |
|
$ |
51,788 |
|
$ |
74,589 |
|
||||
Non-GAAP adjustments, prior to income taxes: |
|
|
|
|
||||||||||||
Amortization of purchased intangibles and developed technologies |
11,539 |
|
5,236 |
|
22,003 |
|
14,694 |
|
||||||||
Stock-based compensation |
11,588 |
|
19,548 |
|
32,186 |
|
22,760 |
|
||||||||
Deferred compensation plan |
88,965 |
|
50 |
|
89,327 |
|
(115 |
) |
||||||||
Acquisition expenses |
7,697 |
|
3,489 |
|
31,897 |
|
8,498 |
|
||||||||
Realignment expenses |
— |
|
9,943 |
|
— |
|
10,012 |
|
||||||||
Expenses associated with IPO |
— |
|
26,130 |
|
— |
|
26,130 |
|
||||||||
Other expense (income), net |
957 |
|
(13,741 |
) |
(9,748 |
) |
(6,756 |
) |
||||||||
Total non-GAAP adjustments, prior to income taxes |
120,746 |
|
50,655 |
|
165,665 |
|
75,223 |
|
||||||||
Income tax effect of non-GAAP adjustments |
(14,993 |
) |
(5,656 |
) |
(25,421 |
) |
(10,757 |
) |
||||||||
Loss from investment accounted for using the equity method, net of tax |
664 |
|
581 |
|
2,939 |
|
1,447 |
|
||||||||
Adjusted Net Income |
$ |
56,289 |
|
$ |
51,424 |
|
$ |
194,971 |
|
$ |
140,502 |
|
Reconciliation of GAAP Financial Statement Line Items to Non-GAAP Adjusted Financial Statement Line Items: |
||||||||||||||||
|
Three Months Ended |
|
Nine Months Ended |
|||||||||||||
|
September 30, |
|
September 30, |
|||||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|||||||||
Total revenues |
$ |
248,480 |
|
$ |
202,997 |
|
$ |
693,416 |
|
$ |
581,977 |
|
||||
Fair value adjustment of acquired deferred revenues |
2,914 |
|
288 |
|
3,924 |
|
483 |
|
||||||||
Adjusted total revenues |
$ |
251,394 |
|
$ |
203,285 |
|
$ |
697,340 |
|
$ |
582,460 |
|
||||
|
|
|
|
|
||||||||||||
Subscriptions revenues |
$ |
212,227 |
|
$ |
173,174 |
|
$ |
585,804 |
|
$ |
501,011 |
|
||||
Fair value adjustment of acquired deferred revenues |
2,914 |
|
288 |
|
3,924 |
|
483 |
|
||||||||
Adjusted subscriptions revenues |
$ |
215,141 |
|
$ |
173,462 |
|
$ |
589,728 |
|
$ |
501,494 |
|
||||
|
|
|
|
|
||||||||||||
Cost of subscriptions and licenses |
$ |
31,056 |
|
$ |
23,338 |
|
$ |
89,882 |
|
$ |
66,466 |
|
||||
Amortization of purchased intangibles and developed technologies |
(2,863 |
) |
(1,367 |
) |
(5,300 |
) |
(3,710 |
) |
||||||||
Stock-based compensation |
(320 |
) |
(861 |
) |
(809 |
) |
(908 |
) |
||||||||
Acquisition expenses |
(7 |
) |
— |
|
(7 |
) |
— |
|
||||||||
Realignment expenses |
— |
|
(50 |
) |
— |
|
(50 |
) |
||||||||
Adjusted cost of subscriptions and licenses |
$ |
27,866 |
|
$ |
21,060 |
|
$ |
83,766 |
|
$ |
61,798 |
|
||||
|
|
|
|
|
||||||||||||
Cost of services |
$ |
23,176 |
|
$ |
19,290 |
|
$ |
67,090 |
|
$ |
50,126 |
|
||||
Stock-based compensation |
(227 |
) |
(2,526 |
) |
(615 |
) |
(2,701 |
) |
||||||||
Acquisition expenses |
(1,835 |
) |
(614 |
) |
(4,380 |
) |
(1,050 |
) |
||||||||
Realignment expenses |
— |
|
(1,548 |
) |
— |
|
(1,548 |
) |
||||||||
Adjusted cost of services |
$ |
21,114 |
|
$ |
14,602 |
|
$ |
62,095 |
|
$ |
44,827 |
|
||||
|
|
|
|
|
||||||||||||
Research and development |
$ |
57,334 |
|
$ |
50,217 |
|
$ |
157,913 |
|
$ |
139,570 |
|
||||
Stock-based compensation |
(5,178 |
) |
(6,661 |
) |
(13,893 |
) |
(7,817 |
) |
||||||||
Acquisition expenses |
(1,537 |
) |
(1,969 |
) |
(4,882 |
) |
(5,112 |
) |
||||||||
Realignment expenses |
— |
|
(841 |
) |
— |
|
(910 |
) |
||||||||
Adjusted research and development |
$ |
50,619 |
|
$ |
40,746 |
|
$ |
139,138 |
|
$ |
125,731 |
|
||||
|
|
|
|
|
||||||||||||
Selling and marketing |
$ |
44,392 |
|
$ |
41,824 |
|
$ |
114,846 |
|
$ |
107,551 |
|
||||
Stock-based compensation |
(1,481 |
) |
(4,803 |
) |
(3,484 |
) |
(5,607 |
) |
||||||||
Acquisition expenses |
(421 |
) |
(86 |
) |
(603 |
) |
(243 |
) |
||||||||
Realignment expenses |
— |
|
(5,183 |
) |
— |
|
(5,183 |
) |
||||||||
Adjusted selling and marketing |
$ |
42,490 |
|
$ |
31,752 |
|
$ |
110,759 |
|
$ |
96,518 |
|
||||
|
|
|
|
|
||||||||||||
General and administrative |
$ |
35,329 |
|
$ |
32,956 |
|
$ |
110,233 |
|
$ |
85,390 |
|
||||
Stock-based compensation |
(4,382 |
) |
(4,697 |
) |
(13,385 |
) |
(5,727 |
) |
||||||||
Acquisition expenses |
(983 |
) |
(532 |
) |
(18,101 |
) |
(1,610 |
) |
||||||||
Realignment expenses |
— |
|
(2,321 |
) |
— |
|
(2,321 |
) |
||||||||
Adjusted general and administrative |
$ |
29,964 |
|
$ |
25,406 |
|
$ |
78,747 |
|
$ |
75,732 |
|
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||||||
|
|
September 30, |
|
September 30, |
||||||||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||
(Loss) income from operations |
|
$ |
(40,448 |
) |
|
$ |
5,323 |
|
|
$ |
47,422 |
|
|
$ |
95,875 |
|
Amortization of purchased intangibles and developed technologies |
|
11,539 |
|
|
5,236 |
|
|
22,003 |
|
|
14,694 |
|
||||
Stock-based compensation |
|
11,588 |
|
|
19,548 |
|
|
32,186 |
|
|
22,760 |
|
||||
Deferred compensation plan |
|
88,965 |
|
|
50 |
|
|
89,327 |
|
|
(115 |
) |
||||
Acquisition expenses |
|
7,697 |
|
|
3,489 |
|
|
31,897 |
|
|
8,498 |
|
||||
Realignment expenses |
|
— |
|
|
9,943 |
|
|
— |
|
|
10,012 |
|
||||
Expenses associated with IPO |
|
— |
|
|
26,130 |
|
|
— |
|
|
26,130 |
|
||||
Adjusted income from operations |
|
$ |
79,341 |
|
|
$ |
69,719 |
|
|
$ |
222,835 |
|
|
$ |
177,854 |
|