BENTLEY SYSTEMS INC - Quarter Report: 2024 June (Form 10-Q)

Shares issued for stock grants, net — — — — Stock-based compensation expense— — — — — Shares related to restricted stock, net ()— ()— ()Repurchases of Class B common stock under approved program()()— — ()— ()Balance, June 30, 2024 $ $ $()$()$ $

Six Months Ended June 30, 2024

Accumulated

Class A and Class B

Additional

Other

Non-

Total

Common Stock

Paid-In

Comprehensive

Accumulated

Controlling

Stockholders’

Par Value

Capital

Loss

Deficit

Interest

Equity

Balance, December 31, 2023

()

Net income

—

Other comprehensive loss

—

()

—

()

Dividends declared

—

()

—

()

Shares issued in connection with deferred compensation plan

()

—

Deferred compensation plan elective participant deferrals

—

Shares issued in connection with executive bonus plan

—

Shares issued in connection with employee stock purchase plan, net

—

()

—

Stock option exercises, net

—

()

—

Shares issued for stock grants, net

—

Stock-based compensation expense

—

Shares related to restricted stock, net

()

—

()

—

()

Repurchases of Class B common stock under approved program

()

—

()

—

()

Balance, June 30, 2024

()

See accompanying notes to consolidated financial statements.

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

(unaudited)

Three Months Ended June 30, 2023

Accumulated

Class A and Class B

Additional

Other

Non-

Total

Common Stock

Paid-In

Comprehensive

Accumulated

Controlling

Stockholders’

Par Value

Capital

Loss

Deficit

Interest

Equity

Balance, March 31, 2023

()

Net income

—

Other comprehensive income

—

Dividends declared

—

()

—

()

Shares issued in connection with deferred compensation plan, net

()

—

()

—

()

Deferred compensation plan elective participant deferrals

—

Shares issued in connection with executive bonus plan, net

—

()

—

Stock option exercises, net

—

()

—

Shares issued for stock grants, net

—

Stock-based compensation expense

—

Shares related to restricted stock, net

()

—

()

—

()

Balance, June 30, 2023

()

Six Months Ended June 30, 2023

Accumulated

Class A and Class B

Additional

Other

Non-

Total

Common Stock

Paid-In

Comprehensive

Accumulated

Controlling

Stockholders’

Par Value

Capital

Loss

Deficit

Interest

Equity

Balance, December 31, 2022

()

Net income

—

Other comprehensive income

—

Dividends declared

—

()

—

()

Shares issued in connection with deferred compensation plan, net

()

—

()

—

()

Deferred compensation plan elective participant deferrals

—

Shares issued in connection with executive bonus plan, net

—

()

—

Shares issued in connection with employee stock purchase plan, net

—

()

—

Stock option exercises, net

—

()

—

Shares issued for stock grants, net

—

Stock-based compensation expense

—

Shares related to restricted stock, net

()

—

()

—

()

Repayments of term loan

()

Payments of contingent and non-contingent consideration

()

Payments of dividends

()

Proceeds from stock purchases under employee stock purchase plan

Proceeds from exercise of stock options

Payments for shares acquired including shares withheld for taxes

()

Repurchases of Class B common stock under approved program

()

Other

()

Net cash used in financing activities

()

Effect of exchange rate changes on cash and cash equivalents

()

(Decrease) increase in cash and cash equivalents

()

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of period

BENTLEY SYSTEMS, INCORPORATED

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Six Months Ended

June 30,

2024

2023

Supplemental information:

Cash paid for income taxes

Income tax refunds

Interest paid

Non-cash investing and financing activities:

Cost method investment

Deferred, non-contingent consideration, net

Other

Total consideration

Assets acquired and liabilities assumed:

Cash

Accounts receivable and other current assets

Operating lease right-of-use assets

Deferred income taxes

Other assets

Software and technology (weighted average useful life of years)

Customer relationships (weighted average useful life of years)

Trademarks (weighted average useful life of years)

Total identifiable assets acquired excluding goodwill

Accruals and other current liabilities

()

Deferred revenues

()

Operating lease liabilities

()

Total liabilities assumed

()

Net identifiable assets acquired excluding goodwill

()

Goodwill

Net assets acquired

Goodwill recorded in connection with the acquisitions was attributable to synergies expected to arise from cost saving opportunities, as well as future expected cash flows. The Company expects $ of the goodwill recorded relating to the 2024 acquisition will be deductible for income tax purposes.

Note 5:

$ Building and improvements Computer equipment and software Furniture, fixtures, and equipment Aircraft Other Property and equipment, at cost Less: Accumulated depreciation()()Total property and equipment, net$ $

Depreciation expense was $ and $ for the three months ended June 30, 2024 and 2023, respectively, and $ and $ for the six months ended June 30, 2024 and 2023, respectively.

Note 6:

Acquisitions Foreign currency translation adjustments()Other adjustments()Balance, June 30, 2024$ - years$ $()$ $ $()$ Customer relationships

- years

() () Trademarks

- years

() () Non-compete agreements

years

() () Total intangible assets$ $()$ $ $()$

$ $ $ Amortization of purchased intangibles Total amortization expense$ $ $ $

Note 7:

$ Equity method investments Total investments$ $

Cost Method Investments

The Company invests in technology development companies, generally in the form of equity interests or convertible notes. In March 2023, the Company acquired an equity interest in Worldsensing, a leading global connectivity hardware platform company for infrastructure monitoring, via contribution of its sensemetrics’ Thread connectivity device business (the “Thread business”) and cash. The non‑cash contribution of the Thread business resulted in an insignificant gain, which was recorded in Other income, net in the consolidated statements of operations for the six months ended June 30, 2023.

During the second quarter of 2023, the Company recognized impairment charges of $ to write-down certain cost method investments to their fair value primarily as a result of the investees’ decline in operating performance and the overall decline in the venture investment valuation environment. The impairment charges were recorded in Other income, net in the consolidated statements of operations for the three and six months ended June 30, 2023 (see Note 20).

During the six months ended June 30, 2024, the Company invested a total of $. During the six months ended June 30, 2023, the Company invested a total of $, including $ of cash and non-cash for its investment in Worldsensing. As of June 30, 2024 and December 31, 2023, the Company’s investment balance in Worldsensing was $.

During the second quarter of 2024, the Company acquired a business from Teralytics Holdings AG (“Teralytics”) for $. Subsequent to the acquisition, the Company retained its ownership percentage in Teralytics, which had a carrying value of as of June 30, 2024 and December 31, 2023.

Note 8:

to , some of which include one or more options to renew, with renewal terms from to and some of which include options to terminate the leases from less than to .

$ $ $ Variable lease cost Total operating lease cost$ $ $ $

(1)Operating lease cost includes rent cost related to operating leases for office facilities of $ and $ for the three months ended June 30, 2024 and 2023, respectively, and $ and $ for the six months ended June 30, 2024 and 2023, respectively.

Right-of-use assets obtained in exchange for new operating lease liabilities (1)

$ $

(1)For the six months ended June 30, 2023, right‑of‑use assets obtained in exchange for new operating lease liabilities does not include the impact from an acquisition of $.

The weighted average remaining lease term for operating leases was years and years as of June 30, 2024 and December 31, 2023, respectively. The weighted average discount rate was % and % as of June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024, the Company had additional minimum operating lease payments of $ for executed leases that have not yet commenced, primarily for office locations.

Note 9:

$ Accrued benefits Accrued compensation Due to customers Accrued indirect taxes Accrued professional fees Accrued acquisition stay bonus Employee stock purchase plan contributions Accrued cloud provisioning costs Deferred compensation plan liabilities Non-contingent consideration from acquisitions Accrued realignment costs Credit facility:Revolving loan facility due November 2025$ $ Term loan due November 2025 Convertible senior notes due January 2026 (the “2026 Notes”) Convertible senior notes due July 2027 (the “2027 Notes”) Unamortized debt issuance costs()()Total debt Less: Current portion of long-term debt ()Long-term debt$ $

of letters of credit outstanding as of June 30, 2024 and December 31, 2023 under its amended and restated credit agreement, entered into on December 19, 2017 (the “Credit Facility”). As of June 30, 2024 and December 31, 2023, the Company had $ and $, respectively, available under the Credit Facility.

During the three months ended June 30, 2024, the Company made repayments of $ on the senior secured term loan under the Credit Facility. Under the terms of the senior secured term loan, repayments are applied to unpaid quarterly principal installments. There are no remaining required principal installments on the senior secured term loan through the maturity date of November 15, 2025.

As of June 30, 2024 and December 31, 2023, the Company was in compliance with all debt covenants and none of the conditions of the 2026 Notes or 2027 Notes to early convert had been met.

)$()$()$()Amortization of deferred debt issuance costs()()()()

Other interest (expense) income

() () Interest income Interest expense, net$()$()$()$()

The weighted average interest rate on borrowings under the Credit Facility were % and % for the three months ended June 30, 2024 and 2023, respectively, and % and % for the six months ended June 30, 2024 and 2023, respectively.

Note 11:

and $, respectively, and $ and $ for the six months ended June 30, 2024 and 2023, respectively.

As part of Gregory S. Bentley’s transition to the role of Executive Chair of the Board of Directors effective July 1, 2024, on June 26, 2024, the Sustainability Committee of the Company’s Board of Directors (the “Committee”) approved Amendment No. 2 to the Bonus Plan pursuant to which (in addition to other conforming changes) Mr. Bentley’s fractional interest under the Bonus Pool Plan was reduced from 12/33 to 4/33 effective July 1, 2024.

Career Stock Program

In connection with Nicholas H. Cumins’ transition to the role of Chief Executive Officer effective July 1, 2024, on June 26, 2024, the Committee adopted a compensatory program (the “Career Stock Program”) pursuant to which the Company may grant restricted stock units (“RSUs”) awards under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (the “2020 Plan”). As of the date of adoption, Mr. Cumins is the sole participant in the Career Stock Program. Under the Career Stock Program, the Committee may from time to time grant RSU awards to program participants, the amount of which is to be determined based upon the Company’s Adjusted operating income inclusive of stock-based compensation expense (“Adjusted OI w/SBC”) growth in the year preceding the date of grant (the “Performance Year”), specifically, an amount equal to percent of the difference between realized Adjusted OI w/SBC growth during the Performance Year and an inflation-adjusted target growth level for such Performance Year. Any such awards, if made, would thereafter cliff vest following the end of the Performance Year and would otherwise be subject to the terms and conditions of the 2020 Plan. As of June 30, 2024, the Committee has not yet made any awards to Mr. Cumins with respect to the Career Stock Program.

Note 12:

and $ for the three months ended June 30, 2024 and 2023, respectively, and $ and $ for the six months ended June 30, 2024 and 2023, respectively.

For the three months ended June 30, 2024 and 2023, elective participant deferrals into the Company’s unfunded amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”) were $ and $, respectively, and $ and $ for the six months ended June 30, 2024 and 2023, respectively. discretionary contributions were made to the DCP during the three and six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, and phantom shares of the Company’s Class B common stock were distributable under the DCP, respectively. As of June 30, 2024, shares of Class B common stock available for future issuance under the DCP were .

$ Deferred compensation plan liabilities Total DCP liabilities$ $

Note 13:

of the Company’s Class B common stock through . In December 2022, the Company’s Board of Directors amended the Repurchase Program to allow the Company also to repurchase its outstanding convertible senior notes. This additional authorization did not increase the overall dollar limit of the Repurchase Program. The Company’s authorization under the Repurchase Program approved May 2022 expired on June 30, 2024. In March 2024, the Company’s Board of Directors approved an extension to the Repurchase Program authorizing the Company to repurchase up to $ of the Company’s Class B common stock and/or convertible senior notes from June 30, 2024 through . As of June 30, 2024, $ was available under the Company’s Board of Directors authorization for future repurchases of Class B common stock and/or outstanding convertible senior notes under the Repurchase Program.

The shares and convertible senior notes proposed to be acquired in the Repurchase Program may be repurchased from time to time in open market transactions, through privately negotiated transactions, or by other means in accordance with federal securities laws. The Company intends to fund repurchases from available working capital and cash provided by operating activities. The timing, as well as the number and value of shares and/or convertible senior notes repurchased under the Repurchase Program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company’s Class B common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, and applicable legal requirements. The exact number of shares and/or convertible senior notes to be repurchased by the Company is not guaranteed, and the Repurchase Program may be suspended, modified, or discontinued at any time without prior notice.

During the six months ended June 30, 2024, the Company repurchased shares for $ under the Repurchase Program. The Company did repurchase shares under the Repurchase Program for the six months ended June 30, 2023.

shares of Class B common stock to DCP participants in connection with distributions from the plan. There were shares sold back to the Company as they were issued on a gross basis during the six months ended June 30, 2024. During the six months ended June 30, 2023, the Company issued shares of Class B common stock to DCP participants in connection with distributions from the plan, net of shares which were sold back to the Company in the same period to pay for applicable income tax withholdings of $.

During the six months ended June 30, 2024, the Company issued shares of Class B common stock in connection with Bonus Plan incentive compensation. There were shares sold back to the Company as they were issued on a gross basis during the six months ended June 30, 2024. During the six months ended June 30, 2023, the Company issued shares of Class B common stock in connection with Bonus Plan incentive compensation, net of shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $.

During the six months ended June 30, 2024, the Company issued shares of Class B common stock to colleagues who exercised their stock options, net of shares withheld at exercise to pay for the cost of the stock options, as well as for $ of applicable income tax withholdings. The Company received $ in cash proceeds from the exercise of stock options. For the six months ended June 30, 2023, the Company issued shares of Class B common stock to colleagues who exercised their stock options, net of shares withheld at exercise to pay for the cost of the stock options, as well as for $ of applicable income tax withholdings. The Company received $ in cash proceeds from the exercise of stock options.

$ First quarter 2023:Second quarter$ $ First quarter

shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $. Of the total shares purchased, shares were sold back to the Company to pay for applicable income tax withholdings of $. During the six months ended June 30, 2023, colleagues who elected to participate in the ESPP purchased a total of shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $. Of the total shares purchased, shares were sold back to the Company to pay for applicable income tax withholdings of $. As of June 30, 2024 and December 31, 2023, $ and $ of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively. As of June 30, 2024, shares of Class B common stock available for future issuance under the ESPP were .

Note 14:

)$()$()

Other comprehensive loss, before taxes

() ()Tax expense

Other comprehensive loss, net of taxes

() ()Balance, June 30, 2024$()$()$()

Foreign

Actuarial (Loss)

Currency

Gain on

Translation

Retirement Plan

Total

Balance, March 31, 2023

()

Other comprehensive income, before taxes

Tax expense

()

Other comprehensive income, net of taxes

Balance, June 30, 2023

()

Accumulated other comprehensive loss consists of the following during the six months ended June 30, 2024 and 2023:

Foreign

Actuarial (Loss)

Currency

Gain on

Translation

Retirement Plan

Total

Balance, December 31, 2023

()

Other comprehensive (loss) income, before taxes

()

Tax expense

()

Other comprehensive (loss) income, net of taxes

()

Balance, June 30, 2024

()

Foreign

Actuarial (Loss)

Currency

Gain on

Translation

Retirement Plan

Total

Balance, December 31, 2022

()

Other comprehensive income, before taxes

Tax expense

()

Other comprehensive income, net of taxes

Balance, June 30, 2023

()

Note 15:

$ $ $ Bonus Plan expense (see Note 11) ESPP expense (see Note 13) Stock grants expense Stock option expense

DCP elective participant deferrals expense (1) (see Note 12)

Total stock-based compensation expense (2)

$ $ $ $

(1)DCP elective participant deferrals expense excludes deferred incentive bonus payable pursuant to the Bonus Plan.

(2)As of June 30, 2024 and December 31, 2023, $ and $ remained in Accruals and other current liabilities in the consolidated balance sheets, respectively.

Total stock‑based compensation expense (income) is included in the consolidated statements of operations as follows:


	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2024		2023	2024	2023
Cost of subscriptions and licenses	$	()	$	$	$
Cost of services
Research and development
Selling and marketing
General and administrative
Total stock-based compensation expense	$		$	$	$

Stock‑based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period, which is generally the vesting period. Specifically for performance‑based RSUs, stock‑based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period based on the number of awards expected to vest at each reporting date. The Company accounts for forfeitures of equity awards as those forfeitures occur.

Bentley Systems, Incorporated 2020 Omnibus Incentive Plan

The 2020 Plan provides for the granting of stock, stock options, restricted stock, RSUs, and other stock‑based or performance‑based awards to certain directors, officers, colleagues, consultants, and advisors of the Company, and terminates in September 2030. The 2020 Plan provides that shares of Class B common stock may be issued for equity awards. Equity awards that are expired, canceled, forfeited, or terminated for any reason will be available for future grant under the 2020 Plan. As of June 30, 2024, equity awards available for future grants under the 2020 Plan were .

to .

(3)

(5)

$ $ Granted

(1)

(4)

(6)

Vested()()() Forfeited and canceled()()() Unvested, June 30, 2024

(2)

$ $

(1)For the six months ended June 30, 2024, the Company only granted RSUs.

(2)Includes RSUs which are expected to be settled in cash.

(3)Includes time‑based RSUs granted during the three months ended March 31, 2022 to certain officers and key employees, which cliff vest on January 31, 2025.

(4)Includes time‑based RSUs granted during the three months ended June 30, 2024 to certain officers, which vest % on each of December 15, 2025, 2026, 2027, 2028, and 2029.

(5)Primarily relates to the 2023 annual performance period. Includes performance‑based RSUs granted during the year ended December 31, 2022 with extraordinary terms, which are described below.

(6)Primarily relates to the 2024 annual performance period. Includes additional shares earned based on the achievement of 2023 performance goals for performance-based RSUs granted during the year ended December 31, 2023.

During the year ended December 31, 2022, the Company granted performance‑based RSUs to certain officers and key employees, which vest subject to the achievement of certain performance goals over a three‑year performance period (the “Performance Period”). For each year of the Performance Period, one‑third of the performance‑based RSUs will be subject to a cliff, whereby no vesting of that portion will occur unless the Company’s applicable margin metrics (which, for 2022 was Adjusted EBITDA margin, and for 2023 was and 2024 will be Adjusted OI w/SBC margin, excluding the impact of foreign currency exchange fluctuations) also equals or exceeds the relevant target level for such year. Provided that the applicable margin targets are met, the total number of performance‑based RSUs that will vest is determined by the achievement of growth targets, which include growth in ARR, as well as actual bookings for perpetual licenses and non‑recurring services. Final actual vesting will be determined on January 31, 2025. The 2023 Adjusted OI w/SBC margin target, excluding the impact of foreign currency exchange fluctuations, and the 2022 Adjusted EBITDA margin target for the performance‑based RSUs were met.

The weighted average grant date fair values of RSUs granted were $ and $, for the six months ended June 30, 2024 and 2023, respectively.

and shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $ and $, respectively.

As of June 30, 2024, there was $ of unrecognized compensation expense related to unvested time‑based restricted stock and RSUs, which is expected to be recognized over a weighted average period of approximately years. As of June 30, 2024, there was $ of unrecognized compensation expense related to unvested performance‑based RSUs, which is expected to be recognized over a weighted average period of approximately year.

Stock Options

$ Exercised() Forfeited and expired() Outstanding, June 30, 2024 $

(1)Included in Cash and cash equivalents in the consolidated balance sheets.

(2)Included in Other assets in the consolidated balance sheets.

(3)Included in Deferred compensation plan liabilities, except for current liabilities of $ and $ as of June 30, 2024 and December 31, 2023, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets.

(4)Included in Accruals and other current liabilities in the consolidated balance sheets.

Note 18:

of non‑cancelable future cash purchase commitments for internal‑use software costs. During the year ended December 31, 2023, the Company entered into approximately $ of non‑cancelable future cash purchase commitments for services related to cloud provisioning of the Company’s software solutions and for internal‑use software costs. As of June 30, 2024, total non‑cancelable future cash purchase commitments were approximately $ to be paid through September 2028. The Company expects to fully consume its contractual commitments in the ordinary course of operations.

Litigation

From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Company’s future financial position, results of operations, or cash flows.

Note 19:

$ EMEA APAC Total long-lived assets$ $

(1)Americas includes the U.S., Canada, and Latin America (including the Caribbean).

Note 20:

)$ $ $()

Foreign exchange (1)

()

Receipts related to interest rate swap

Other income (expense), net (2)

() ()

Total other income, net

$ $ $ $

(1)Foreign exchange (loss) gain is primarily attributable to foreign currency translation derived mainly from U.S. dollar denominated cash and cash equivalents, account receivables, customer deposits, and intercompany balances held by foreign subsidiaries. Intercompany finance transactions primarily denominated in U.S. dollars resulted in unrealized foreign exchange (losses) gains of $() and $ for the three months ended June 30, 2024 and 2023, respectively, and $() and $ for the six months ended June 30, 2024 and 2023, respectively.

(2)Other income (expense), net includes investment impairment charges of $() for the three and six months ended June 30, 2023 (see Note 7).

Note 21:

for the year ended December 31, 2023 related to the aforementioned program, which represents termination benefits for colleagues whose roles were impacted. During the three and six months ended June 30, 2024, the Company incurred realignment costs of $ and $, respectively, related to the aforementioned program. The 2023 Program activities have been broadly implemented across the Company’s various businesses, which were substantially completed by the end of the second quarter of 2024. The Company expects the remaining termination benefits to be paid by the end of the third quarter of 2024. $ Cost of services()()Total cost of revenues Operating expenses:Research and development()()Selling and marketing() General and administrative()()Total operating expenses()()Total realignment costs$ $ Realignment costs Payments()

Adjustments (1)

()Balance, June 30, 2024$

(1)Adjustments include foreign currency translation.

Note 22:

and participating securities outstanding, respectively.

Undistributed net income allocated to participating securities are subtracted from net income in determining basic net income attributable to common stockholders. Basic net income per share is computed by dividing basic net income attributable to common stockholders by the weighted average number of shares, inclusive of undistributed shares held in the DCP as phantom shares of the Company’s Class B common stock.

$ $ $

Less: Net income attributable to participating securities

()()()()

Net income attributable to Class A and Class B common stockholders, basic

Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes

Net income attributable to Class A and Class B common stockholders, diluted

$ $ $ $ Denominator:Weighted average shares, basic Dilutive effect of stock options, restricted stock, and RSUs Dilutive effect of ESPP Dilutive effect of assumed conversion of convertible senior notes Weighted average shares, diluted

Net income per share, basic

$ $ $ $

Net income per share, diluted

$ $ $ $

There were anti-dilutive securities for the three or six months ended June 30, 2024 or 2023.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10‑Q and with our audited consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10‑K.

All amounts presented in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, except share and per share amounts, are presented in thousands. Additionally, many of the amounts and percentages have been rounded for convenience of presentation. Minor differences in totals and percentage calculations may exist due to rounding.

Overview:

Bentley Systems is the infrastructure engineering software company. Our purpose is to advance the world’s infrastructure for better quality of life. We empower people to design, build, and operate better and more resilient infrastructure through the adoption of our intelligent digital twin solutions. We manage our business globally within one reportable segment, the development and marketing of computer software and related services, which is consistent with how our CODM reviews and manages our business.

Executive Summary

•Total revenues were $330,337 for the three months ended June 30, 2024, up 11.3% or 11.9% on a constant currency basis(1) compared to the three months ended June 30, 2023. Total revenues were $668,100 for the six months ended June 30, 2024, up 9.3% or 9.5% on a constant currency basis(1) compared to the six months ended June 30, 2023;

•Subscriptions revenues were $297,444 for the three months ended June 30, 2024, up 14.7% or 15.3% on a constant currency basis(1) compared to the three months ended June 30, 2023. Subscriptions revenues were $604,533 for the six months ended June 30, 2024, up 12.6% or 12.7% on a constant currency basis(1) compared to the six months ended June 30, 2023;

•ARR(2) was $1,215,910 as of June 30, 2024, compared to $1,105,914 as of June 30, 2023, representing a constant currency(1) ARR growth rate(2) of 11%;

•Last twelve-month recurring revenues dollar-based net retention rate(2) was 108% as of June 30, 2024, compared to 110% as of June 30, 2023;

•Operating income was $80,177 for the three months ended June 30, 2024, compared to $53,305 for the three months ended June 30, 2023. Operating income was $172,108 for the six months ended June 30, 2024, compared to $119,090 for the six months ended June 30, 2023;

•Adjusted OI w/SBC(1) was $95,293 for the three months ended June 30, 2024, compared to $73,257 for the three months ended June 30, 2023. Adjusted OI w/SBC(1) was $207,638 for the six months ended June 30, 2024, compared to $163,721 for the six months ended June 30, 2023; and

•Cash flows from operations were $267,555 for the six months ended June 30, 2024, compared to $256,819 for the six months ended June 30, 2023.

(1)Constant currency and Adjusted OI w/SBC are non‑GAAP financial measures. Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definitions and our uses of constant currency and Adjusted OI w/SBC.

(2)Refer to the “Key Business Metrics” section for additional information, including our definitions and our uses of ARR, ARR growth rate, and recurring revenues dollar-based net retention rate.

Results of Operations:

Impact of Foreign Currency

Our results of operations have been, and in the future will be, affected by changes in foreign currency exchange rates. Other than the natural hedge attributable to matching revenues and expenses in the same currencies, we do not currently hedge foreign currency exposure.

We identify the effects of foreign currency on our operations and present constant currency growth rates and fluctuations because we believe exchange rates are an important factor in understanding period‑over‑period comparisons and enhance the understanding of our results and evaluation of our performance. Refer to the “Non‑GAAP Financial Measures” section for additional information, including our definition and our use of constant currency.

Revenues

Consolidated Revenues


					Change								Change

	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2024		2023		%		%(1)		2024		2023		%		%(1)
Subscriptions	$	297,444	$	259,243	14.7	%	15.3	%	$	604,533	$	537,088	12.6	%	12.7	%
Perpetual licenses	10,863		11,718		(7.3	%)	(6.1	%)	20,375		21,265		(4.2	%)	(3.0	%)
Subscriptions and licenses	308,307		270,961		13.8	%	14.4	%	624,908		558,353		11.9	%	12.1	%
Services	22,030		25,788		(14.6	%)	(14.3	%)	43,192		52,807		(18.2	%)	(18.5	%)
Total revenues	$	330,337	$	296,749	11.3	%	11.9	%	$	668,100	$	611,160	9.3	%	9.5	%

(1)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency, and for a reconciliation of constant currency growth rates.

The increase in total revenues for the three and six months ended June 30, 2024 was driven by an increase in subscriptions revenues, partially offset by a decrease in services revenues, and to a lesser extent, a decrease in perpetual licenses revenues.

Subscriptions. For the three and six months ended June 30, 2024, the increase in subscriptions revenues was driven by improvements in our business performance of $38,201 ($39,609 on a constant currency basis) and $67,445 ($68,234 on a constant currency basis), respectively. Our business performance excludes the impact of our platform acquisitions and includes the impact from programmatic acquisitions, which generally are immaterial, individually and in the aggregate.

For the three and six months ended June 30, 2024, the improvements in business performance were primarily driven by expansion from accounts with revenues in the same period in the prior year (“existing accounts”), and growth of 3% attributable to new accounts, most notably small- and medium-sized accounts. Improvements in business performance for the three and six months ended June 30, 2024 were led by our engineering applications, geoprofessional applications, and our Bentley Infrastructure Cloud for project delivery.

Perpetual licenses. For the three and six months ended June 30, 2024, the decrease in perpetual licenses revenues was driven by a decline in business performance of $855 ($715 on a constant currency basis) and $890 ($642 on a constant currency basis), respectively.

Services. For the three and six months ended June 30, 2024, the decrease in services revenues was driven by a decline in our business performance of $3,758 ($3,681 on a constant currency basis) and $9,615 ($9,745 on a constant currency basis), respectively, driven primarily from weakness in Maximo-related work within our digital integrator, Cohesive.

Revenues by Geographic Region

Revenue from external customers is attributed to individual countries based upon the location of the customer.


					Change								Change

	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2024		2023		%		%(1)		2024		2023		%		%(1)
Americas	$	176,310	$	158,836	11.0	%	11.3	%	$	360,503	$	327,181	10.2	%	10.2	%
EMEA	95,865		83,444		14.9	%	15.1	%	190,579		176,276		8.1	%	7.4	%
APAC	58,162		54,469		6.8	%	8.4	%	117,018		107,703		8.6	%	10.5	%
Total revenues	$	330,337	$	296,749	11.3	%	11.9	%	$	668,100	$	611,160	9.3	%	9.5	%

Americas. For the three and six months ended June 30, 2024, the increase in revenues from the Americas was primarily driven by improvements in our business performance of $17,474 ($18,012 on a constant currency basis) and $33,322 ($33,489 on a constant currency basis), respectively.

The improvements in business performance for the three and six months ended June 30, 2024 were primarily due to expansion of our subscriptions revenues from existing accounts in the U.S, partially offset by a decline in services revenues.

EMEA. For the three and six months ended June 30, 2024, the increase in revenues from EMEA was primarily driven by improvements in our business performance of $12,421 ($12,631 on a constant currency basis) and $14,303 ($13,058 on a constant currency basis), respectively.

The improvements in business performance for the three months ended June 30, 2024 were primarily due to expansion of our subscriptions revenues from existing accounts in the U.K. and the Middle East, partially offset by a decline in services revenues.

The improvements in business performance for the six months ended June 30, 2024 were primarily due to expansion of our subscriptions revenues from existing accounts in the U.K., the Middle East, and Central Europe, partially offset by a decline in services revenues.

APAC. For the three and six months ended June 30, 2024, the increase in revenues from APAC was primarily driven by improvements in our business performance of $3,693 ($4,570 on a constant currency basis) and $9,315 ($11,300 on a constant currency basis), respectively.

The improvements in business performance for the three and six months ended June 30, 2024 were primarily due to expansion of our subscriptions revenues from existing accounts in Australia, India, and Southeast Asia, partially offset by declines of our subscriptions revenues from existing accounts in China.

Total revenues in China for the three and six months ended June 30, 2024 decreased as compared to the same period in the prior year, primarily due to a decline in subscriptions revenues, partially offset by the expansion of our perpetual licenses revenues. The future results in China remain uncertain as a result of continued geopolitical challenges, the obstacles there to cloud‑deployed software, and the financial timing impact of the preference there for license sales, rather than subscriptions.

Cost of Revenues


					Change								Change

	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2024		2023		%		%(1)		2024		2023		%		%(1)
Cost of subscriptions and licenses	$	42,432	$	41,156	3.1	%	3.5	%	$	82,650	$	82,087	0.7	%	0.7	%
Cost of services	20,761		25,270		(17.8	%)	(17.2	%)	42,373		51,523		(17.8	%)	(18.0	%)
Total cost of revenues	$	63,193	$	66,426	(4.9	%)	(4.4	%)	$	125,023	$	133,610	(6.4	%)	(6.5	%)

Cost of subscriptions and licenses. For the three months ended June 30, 2024, on a constant currency basis, cost of subscriptions and licenses increased primarily due to an increase in cloud‑related costs of $2,286, partially offset by a decrease in headcount‑related costs of $830, mainly due to a decrease in stock‑based compensation expense, partially offset by realignment expenses related to the 2023 Program.

For the six months ended June 30, 2024, on a constant currency basis, cost of subscriptions and licenses increased primarily due to an increase in cloud‑related costs of $3,363. Partially offsetting the increase in cloud‑related costs were lower amortization of capitalized costs under our Accelerated Commercial Development Program of $1,330 as compared to the same period in the prior year and a decrease in headcount‑related costs of $1,120, mainly due to a decrease in stock‑based compensation expense, partially offset by realignment expenses related to the 2023 Program.

Cost of services. For the three and six months ended June 30, 2024, on a constant currency basis, cost of services decreased primarily due to a decrease in headcount‑related costs of $4,439 and $9,434, respectively, mainly due to a reduction in third‑party personnel costs.

Operating Expenses


					Change								Change

	Three Months Ended						Constant		Six Months Ended						Constant
	June 30,						Currency		June 30,						Currency
	2024		2023		%		%(1)		2024		2023		%		%(1)
Research and development	$	65,709	$	70,117	(6.3	%)	(5.6	%)	$	134,080	$	137,917	(2.8	%)	(2.5	%)
Selling and marketing	57,129		54,364		5.1	%	5.8	%	111,515		106,505		4.7	%	5.0	%
General and administrative	54,854		39,258		39.7	%	40.2	%	101,336		86,065		17.7	%	17.8	%
Deferred compensation plan	883		3,777		(76.6	%)	(76.6	%)	6,682		7,923		(15.7	%)	(15.7	%)
Amortization of purchased intangibles	8,392		9,502		(11.7	%)	(11.6	%)	17,356		20,050		(13.4	%)	(13.5	%)
Total operating expenses	$	186,967	$	177,018	5.6	%	6.2	%	$	370,969	$	358,460	3.5	%	3.7	%

Research and development. For the three and six months ended June 30, 2024, on a constant currency basis, research and development expenses decreased primarily due to a decrease in headcount‑related costs of $3,533 and $3,279, respectively, mainly due to lower separation costs and lower acquisition‑related retention incentives. Additionally for the three months ended June 30, 2024, headcount‑related costs further decreased due to the timing of employment taxes related to the vesting of certain awards associated with our equity incentive plans.

Selling and marketing. For the three months ended June 30, 2024, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs of $2,974, mainly due to an increase in third‑party personnel costs and higher travel‑related costs.

For the six months ended June 30, 2024, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs of $6,364, mainly due to an increase in annual and other compensation costs, and an increase in third‑party personnel costs.

General and administrative. For the three months ended June 30, 2024, on a constant currency basis, general and administrative expenses increased primarily due to an increase in headcount‑related costs of $7,424, mainly due to an increase in stock‑based compensation expense, and to a lesser extent, an increase in annual and other compensation costs, as well as increased expense associated with non‑income related taxes of $4,059. Additionally, during the three months ended June 30, 2024, we recognized approximately $2,200 of other corporate initiatives expenses, as well as approximately $2,000 of costs associated with our internal‑use system implementations.

For the six months ended June 30, 2024, on a constant currency basis, general and administrative expenses increased primarily due to an increase in headcount‑related costs of $6,884, mainly due to an increase in stock‑based compensation expense, and to a lesser extent, an increase in annual and other compensation costs, as well as increased expense associated with non‑income related taxes of $4,317. Additionally, during the six months ended June 30, 2024, we recognized approximately $3,500 of costs associated with our internal‑use system implementations, as well as approximately $2,200 of other corporate initiatives expenses. Partially offsetting these increases were lower acquisition costs of $4,964 and income of $1,940 recorded during the six months ended June 30, 2023 due to the continued wind down of our Russian entities since we exited operations beginning in the second quarter of 2022.

Deferred compensation plan. For the three and six months ended June 30, 2024 and 2023, deferred compensation plan expense was attributable to the marked to market impact on deferred compensation plan liability balances period over period.

Amortization of purchased intangibles. For the three and six months ended June 30, 2024, on a constant currency basis, amortization of purchased intangibles decreased primarily due to previously acquired intangible assets that continue to become fully amortized and lower acquisition activity as compared to prior periods.

Interest Expense, Net


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024		2023		Change		2024		2023		Change
Interest expense	$	(6,001)	$	(9,994)	(40.0	%)	$	(13,304)	$	(21,315)	(37.6	%)
Interest income	901		510		76.7	%	1,684		739		127.9	%
Interest expense, net	$	(5,100)	$	(9,484)	(46.2	%)	$	(11,620)	$	(20,576)	(43.5	%)

For the three and six months ended June 30, 2024, interest expense, net decreased primarily due to lower weighted average debt outstanding, as compared to the same period in the prior year, primarily related to the pay down of our revolving loan borrowings under the Credit Facility in January 2024.

Other Income, Net


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
(Loss) gain from:
Change in fair value of interest rate swap	$	(429)	$	3,826	$	2,361	$	(663)
Foreign exchange (1)	(2,284)		2,104		58		3,558



Receipts related to interest rate swap	2,411		2,164		4,768		4,084
Other income (expense), net (2)	2,582		(7,129)		2,230		(5,725)
Total other income, net	$	2,280	$	965	$	9,417	$	1,254

(1)Foreign exchange (loss) gain is primarily attributable to foreign currency translation derived mainly from U.S. dollar denominated cash and cash equivalents, account receivables, customer deposits, and intercompany balances held by foreign subsidiaries. Intercompany finance transactions primarily denominated in U.S. dollars resulted in unrealized foreign exchange (losses) gains of $(37) and $1,397 for the three months ended June 30, 2024 and 2023, respectively, and $(431) and $2,258 for the six months ended June 30, 2024 and 2023, respectively.

(2)Other income (expense), net includes investment impairment charges of $(7,318) for the three and six months ended June 30, 2023.

Provision (Benefit) for Income Taxes


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Income before income taxes	$	77,357		$	44,786		$	169,905		$	99,768
Provision (benefit) for income taxes	$	5,330		$	(3,899)		$	27,577		$	5,593
Effective tax rate	6.9		%	(8.7)		%	16.2		%	5.6		%

For the three and six months ended June 30, 2024, the effective tax rate was higher compared to the same period in the prior year primarily due to the impact of the decrease in discrete tax benefits recognized in the current year period. For the three months ended June 30, 2024 and 2023, we recorded discrete tax benefits of $18,543 and $20,394, respectively, and $20,681 and $27,467 for the six months ended June 30, 2024 and 2023, respectively, primarily associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.

Key Business Metrics:

In addition to our results of operations discussed above, we believe the following presentation of key business metrics provides additional useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these key business metrics. Our key business metrics may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies.


	June 30,
	2024			2023
ARR	$	1,215,910		$	1,105,914
Last twelve-months recurring revenues	$	1,162,849		$	1,041,941
Twelve-months ended constant currency (1):
ARR growth rate	11		%	13		%
Account retention rate	99		%	98		%
Recurring revenues dollar-based net retention rate	108		%	110		%

(1)Constant currency is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency.

Recurring Revenues

Recurring revenues are the basis for our other revenue-related key business metrics. We believe this measure is useful in evaluating our ability to consistently retain and grow our revenues within our existing accounts.

Recurring revenues are subscriptions revenues that recur monthly, quarterly, or annually with specific or automatic renewal clauses and professional services revenues in which the underlying contract is based on a fixed fee and contains automatic annual renewal provisions.

ARR

ARR is a key business metric that we believe is useful in evaluating the scale and growth of our business as well as to assist in the evaluation of underlying trends in our business. Furthermore, we believe ARR, considered in connection with our last twelve‑month recurring revenues dollar‑based net retention rate, is a leading indicator of revenue growth.

ARR is defined as the sum of the annualized value of our portfolio of contracts that produce recurring revenues as of the last day of the reporting period, and the annualized value of the last three months of recognized revenues for our contractually recurring consumption‑based software subscriptions with consumption measurement durations of less than one year, calculated using the spot foreign currency exchange rates. We believe that the last three months of recognized revenues, on an annualized basis, for our recurring software subscriptions with consumption measurement period durations of less than one year is a reasonable estimate of the annual revenues, given our consistently high retention rate and stability of usage under such subscriptions.

ARR resulting from the annualization of recurring contracts with consumption measurement durations of less than one year, as a percentage of total ARR, was 49% and 45% as of June 30, 2024 and 2023, respectively, with our E365 subscription offering representing 43% and 38% of total ARR as of June 30, 2024 and 2023, respectively.

Constant currency ARR growth rate is the growth rate of ARR measured on a constant currency basis. In reporting period‑over‑period ARR growth rates in constant currency, we calculate constant currency growth rates by translating current and prior period ARR on a transactional basis to our reporting currency using current year budget exchange rates. We believe that ARR growth is an important metric indicating the scale and growth of our business.

Last Twelve‑Months Recurring Revenues

Last twelve‑month recurring revenues is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues. We believe that we will continue to experience favorable growth in recurring revenues primarily due to our strong account retention and recurring revenues dollar‑based net retention rates, as well as the addition of new accounts with recurring revenues.

Last twelve‑months recurring revenues is calculated as recurring revenues recognized over the preceding twelve‑month period.

The last twelve‑months recurring revenues for the periods ended June 30, 2024 compared to the last twelve‑months of the comparative twelve‑month period increased by $120,908. This increase was primarily due to growth in ARR, which is primarily the result of growing our recurring revenues within our existing accounts as expressed in our recurring revenues dollar‑based net retention rate, as well as additional recurring revenues resulting from new accounts and acquisitions. For the twelve months ended June 30, 2024 and 2023, 90% and 89%, respectively, of our revenues were recurring revenues.

Account Retention Rate

Account retention rate is a key business metric that we believe is useful in evaluating the long‑term value of our account relationships and our ability to retain our account base. We believe that our consistent and high account retention rates illustrate our ability to retain and cultivate long‑term relationships with our accounts.

Account retention rate for any given twelve-month period is calculated using the average foreign currency exchange rates for the prior period, as follows: the prior period recurring revenues from all accounts with recurring revenues in the current and prior period, divided by total recurring revenues from all accounts during the prior period.

Recurring Revenues Dollar‑Based Net Retention Rate

Recurring revenues dollar‑based net retention rate is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues.

Recurring revenues dollar‑based net retention rate is calculated, using the average exchange rates for the prior period, as follows: the recurring revenues for the current period, including any growth or reductions from existing accounts, but excluding recurring revenues from any new accounts added during the current period, divided by the total recurring revenues from all accounts during the prior period. A period is defined as any trailing twelve months. Related to our platform acquisitions, recurring revenues into new accounts will be captured as existing accounts starting with the second anniversary of the acquisition when such data conforms to the calculation methodology. This may cause variability in the comparison.

Given that recurring revenues represented 90% and 89% of our total revenues for the twelve months ended June 30, 2024 and 2023, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts.

Non-GAAP Financial Measures:

In addition to our results determined in accordance with GAAP discussed above, we believe the following presentation of financial measures not in accordance with GAAP provides useful information to investors regarding our results of operations. To the extent material, we disclose below the additional purposes, if any, for which our management uses these non‑GAAP financial measures and provide reconciliations between these non‑GAAP financial measures and their most directly comparable GAAP financial measures. Non‑GAAP financial information should be considered in addition to, not as a substitute for, or in isolation from, the financial information prepared in accordance with GAAP, including operating income, or other measures of performance. Our non‑GAAP financial measures may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies.

Adjusted OI w/SBC

Adjusted OI w/SBC is a non-GAAP financial measure and is used to measure the operational strength and performance of our business, as well as to assist in the evaluation of underlying trends in our business.

Adjusted OI w/SBC is our primary performance measure, which excludes certain expenses and charges, including the non-cash amortization expense resulting from the acquisition of intangible assets, as we believe these may not be indicative of our core business operating results. We intentionally include stock-based compensation expense in this measure as we believe it better captures the economic costs of our business.

Management uses this non-GAAP financial measure to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, to evaluate financial performance, and in our comparison of our financial results to those of other companies. It is also a significant performance measure in certain of our executive incentive compensation programs.

Adjusted OI w/SBC is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, and realignment expenses (income), for the respective periods.

Adjusted Operating Income

Adjusted operating income is a non-GAAP financial measure that we believe is useful to investors in making comparisons to other companies, although this measure may not be directly comparable to similar measures used by other companies.

Adjusted operating income is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, realignment expenses (income), and stock‑based compensation expense, for the respective periods.

Reconciliation of operating income to Adjusted OI w/SBC and to Adjusted operating income:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Operating income	$	80,177	$	53,305	$	172,108	$	119,090
Amortization of purchased intangibles (1)	11,521		12,625		23,711		26,360
Deferred compensation plan (2)	883		3,777		6,682		7,923
Acquisition expenses (3)	1,969		3,521		4,328		12,298
Realignment expenses (income) (4)	743		29		809		(1,950)
Adjusted OI w/SBC	95,293		73,257		207,638		163,721
Stock-based compensation expense (5)	21,856		17,670		41,193		36,868
Adjusted operating income	$	117,149	$	90,927	$	248,831	$	200,589

Further explanation of certain of our adjustments in arriving at Adjusted OI w/SBC and Adjusted operating income are as follows:

(1)Amortization of purchased intangibles. Amortization of purchased intangibles varies in amount and frequency and is significantly impacted by the timing and size of our acquisitions. Management finds it useful to exclude these non‑cash charges from our operating expenses to assist in budgeting, planning, and forecasting future periods. The use of intangible assets contributed to our revenues earned during the periods presented and will also contribute to our revenues in future periods. Amortization of purchased intangible assets will recur in future periods.

(2)Deferred compensation plan. We exclude Deferred compensation plan expense (income) when we evaluate our continuing operational performance because it is not reflective of our ongoing business and results of operation. We believe it is useful for investors to understand the effects of this item on our total operating expenses. Deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.

(3)Acquisition expenses. We incur expenses for professional services rendered in connection with business combinations, which are included in our GAAP presentation of general and administrative expense (see Note 4 to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q). Also included in our acquisition expenses are retention incentives paid to executives of the acquired companies. We exclude these acquisition expenses when we evaluate our continuing operational performance as we would not have otherwise incurred these expenses in the periods presented as part of our continuing operations.

(4)Realignment expenses (income). We exclude these charges and subsequent adjustments to our estimates when we evaluate our continuing operational performance because they are not reflective of our ongoing business and results of operations. We believe it is useful for investors to understand the effects of these items on our total operating expenses. For the three and six months ended June 30, 2024, Realignment expenses were primarily associated with the 2023 Program. For the three and six months ended June 30, 2023, Realignment expenses (income) was associated with the continued wind down of our Russian entities since we exited operations beginning in the second quarter of 2022.

(5)Stock‑based compensation expense. We exclude non-cash stock‑based compensation expenses from certain of our non‑GAAP measures because we believe this is useful to investors in making comparisons to other companies.

Constant Currency

Constant currency and constant currency growth rates are non-GAAP financial measures that present our results of operations excluding the estimated effects of foreign currency exchange rate fluctuations. A significant amount of our operations is conducted in foreign currencies. As a result, the comparability of the financial results reported in U.S. dollars is affected by changes in foreign currency exchange rates. We use constant currency and constant currency growth rates to evaluate the underlying performance of the business, and we believe it is helpful for investors to present operating results on a comparable basis period over period to evaluate its underlying performance.

In reporting period‑over‑period results, except for ARR as discussed above in “Key Business Metrics” section, we calculate the effects of foreign currency fluctuations and constant currency information by translating current and prior period results on a transactional basis to our reporting currency using prior period average foreign currency exchange rates in which the transactions occurred.

Reconciliation of consolidated revenues to consolidated revenues in constant currency:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency
Subscriptions	$	297,444	$	1,077	$	298,521	$	259,243	$	(331)	$	258,912
Perpetual licenses	10,863		131		10,994		11,718		(9)		11,709
Subscriptions and licenses	308,307		1,208		309,515		270,961		(340)		270,621
Services	22,030		63		22,093		25,788		(14)		25,774
Total revenues	$	330,337	$	1,271	$	331,608	$	296,749	$	(354)	$	296,395


	Six Months Ended June 30, 2024						Six Months Ended June 30, 2023
	Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency
Subscriptions	$	604,533	$	316	$	604,849	$	537,088	$	(473)	$	536,615
Perpetual licenses	20,375		246		20,621		21,265		(2)		21,263
Subscriptions and licenses	624,908		562		625,470		558,353		(475)		557,878
Services	43,192		(134)		43,058		52,807		(4)		52,803
Total revenues	$	668,100	$	428	$	668,528	$	611,160	$	(479)	$	610,681

Reconciliation of revenues by geographic region to revenues by geographic region in constant currency:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency
Americas	$	176,310	$	464	$	176,774	$	158,836	$	(74)	$	158,762
EMEA	95,865		141		96,006		83,444		(69)		83,375
APAC	58,162		666		58,828		54,469		(211)		54,258
Total revenues	$	330,337	$	1,271	$	331,608	$	296,749	$	(354)	$	296,395


	Six Months Ended June 30, 2024						Six Months Ended June 30, 2023
	Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency
Americas	$	360,503	$	11	$	360,514	$	327,181	$	(156)	$	327,025
EMEA	190,579		(1,310)		189,269		176,276		(65)		176,211
APAC	117,018		1,727		118,745		107,703		(258)		107,445
Total revenues	$	668,100	$	428	$	668,528	$	611,160	$	(479)	$	610,681

Reconciliation of cost of revenues to cost of revenues in constant currency:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency
Cost of subscriptions and licenses	$	42,432	$	154	$	42,586	$	41,156	$	(9)	$	41,147
Cost of services	20,761		135		20,896		25,270		(20)		25,250
Total cost of revenues	$	63,193	$	289	$	63,482	$	66,426	$	(29)	$	66,397


	Six Months Ended June 30, 2024						Six Months Ended June 30, 2023
	Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency
Cost of subscriptions and licenses	$	82,650	$	65	$	82,715	$	82,087	$	13	$	82,100
Cost of services	42,373		(114)		42,259		51,523		(3)		51,520
Total cost of revenues	$	125,023	$	(49)	$	124,974	$	133,610	$	10	$	133,620

Reconciliation of operating expenses to operating expenses in constant currency:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency
Research and development	$	65,709	$	560	$	66,269	$	70,117	$	54	$	70,171
Selling and marketing	57,129		435		57,564		54,364		35		54,399
General and administrative	54,854		219		55,073		39,258		29		39,287
Deferred compensation plan	883		—		883		3,777		—		3,777
Amortization of purchased intangibles	8,392		5		8,397		9,502		1		9,503
Total operating expenses	$	186,967	$	1,219	$	188,186	$	177,018	$	119	$	177,137


	Six Months Ended June 30, 2024						Six Months Ended June 30, 2023
	Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency		Actual		Impact of Foreign Exchange at 2023 Rates		Constant Currency
Research and development	$	134,080	$	464	$	134,544	$	137,917	$	73	$	137,990
Selling and marketing	111,515		359		111,874		106,505		62		106,567
General and administrative	101,336		104		101,440		86,065		42		86,107
Deferred compensation plan	6,682		—		6,682		7,923		—		7,923
Amortization of purchased intangibles	17,356		(19)		17,337		20,050		—		20,050
Total operating expenses	$	370,969	$	908	$	371,877	$	358,460	$	177	$	358,637

Liquidity and Capital Resources:

Cash and Cash Equivalents


	June 30, 2024		December 31, 2023
Cash and cash equivalents held domestically	$	3,247	$	3,693
Cash and cash equivalents held by foreign subsidiaries	48,031		64,719
Total cash and cash equivalents	$	51,278	$	68,412

Our primary source of operating cash is from the sale of our subscriptions, perpetual licenses, and services. Our primary use of cash is payment of our operating costs, which consist mainly of headcount‑related costs. In addition to operating expenses, we also use cash to service our debt obligations, to pay quarterly dividends, to repurchase our Class B common stock and convertible debt, and for capital expenditures in support of our operations. We also use cash to fund our acquisitions of software assets and businesses, and other investment activities.

We believe that cash generated from operations, together with existing cash and cash equivalent balances, and external borrowings including available liquidity under the Credit Facility, will be sufficient to meet our domestic and international working capital and capital expenditure requirements. We regularly review our capital structure and consider a variety of potential financing alternatives and planning strategies to ensure that we have the proper liquidity available in the locations in which it is needed and to fund our operations and growth investments with cash that has not been permanently reinvested outside the U.S. Our future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, including our strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses, our rate of revenue growth, the timing and extent of spending on research and development, the expansion of our sales and marketing activities, the timing of new product introductions, market acceptance of our products, competitive factors, our discretionary payments of dividends or repurchases of our Class B common stock and convertible debt, fund of our purchase commitments, currency fluctuations, and overall economic conditions, globally. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders, while the incurrence of additional debt financing, including convertible debt, would result in additional debt service obligations. Such debt instruments also could introduce new or modified covenants that might restrict our operations and/or our ability to pay dividends, consummate acquisitions, or otherwise pursue our business strategies. We cannot provide assurance that we could obtain additional financing on favorable terms or at all.

Cash Flows Activity


	Six Months Ended June 30,
	2024		2023
Net cash provided by (used in):
Operating activities	$	267,555	$	256,819
Investing activities	(10,946)		(29,752)
Financing activities	(270,999)		(215,976)

Operating Activities

For the six months ended June 30, 2024, compared to the same period in the prior year, net cash provided by operating activities was higher by $10,736 due to an increase in net income of $48,181 and a net increase in non‑cash adjustments of $30,075, partially offset by a decrease in net cash flows from the change in operating assets and liabilities of $67,520. The decrease in cash flows from the change in operating assets and liabilities was primarily due to the timing of collections on our receivables, the overall timing of tax payments period over period, and a decrease in deferred revenues.

Investing Activities

Net cash used in investing activities was lower by $18,806 for the six months ended June 30, 2024, compared to the same period in the prior year, primarily due to lower purchases of investments of $7,643, lower acquisition related payments of $5,299, and lower purchases of property and equipment and investment in capitalized software of $4,564.

Financing Activities

Net cash used in financing activities was higher by $55,023 for the six months ended June 30, 2024, compared to the same period in the prior year, primarily due to higher net paydowns of the Credit Facility of $50,176, including higher repayments of our term loan borrowings, and higher dividend payments of $6,627, primarily due to an increase in our quarterly dividend per share to $0.06 in 2024 from $0.05 in 2023. Refer to the sections titled “Long‑Term Debt” and “Stock Repurchases” below for further details.

Long-Term Debt


	June 30, 2024		December 31, 2023
Current portion of long-term debt	$	—	$	10,000
Long-term debt	1,334,618		1,518,403
Total debt	$	1,334,618	$	1,528,403

As of June 30, 2024, we had $849,850 available under the Credit Facility. During the three months ended June 30, 2024, we made repayments of $102,500 on the senior secured term loan under the Credit Facility. Under the terms of the senior secured term loan, repayments are applied to unpaid quarterly principal installments. There are no remaining required principal installments on the senior secured term loan through the maturity date of November 15, 2025. We were in compliance with all covenants in its Credit Facility, the 2026 Notes, and the 2027 Notes as of June 30, 2024. Any failure to comply with such covenants under the Credit Facility would prevent us from being able to borrow additional funds under the Credit Facility, and, as with any failure to comply with such covenants under the 2026 Notes and the 2027 Notes, could constitute a default that may cause all amounts outstanding to become due and immediately payable in full.

Stock Repurchases

BSY Stock Repurchase Program

Our Board of Directors has authorized us to repurchase up to $200,000 of our Class B common stock and/or outstanding convertible senior notes through June 30, 2024 under the Repurchase Program. This authorization under the Repurchase Program expired on June 30, 2024. In March 2024, our Board of Directors approved an extension to the Repurchase Program authorizing us to repurchase up to $200,000 of our Class B common stock and/or convertible senior notes from June 30, 2024 through June 30, 2026. We may use available working capital and cash provided by operations to make repurchases.

During the six months ended June 30, 2024, we repurchased 729,681 shares for $37,515 under the Repurchase Program. For the six months ended June 30, 2023, we did not repurchase shares under the Repurchase Program.

The timing, as well as the number and value of shares and/or convertible senior notes repurchased under the Repurchase Program, will be determined at our discretion and will depend on a variety of factors, including our assessment of the intrinsic value of our shares, the market price of our Class B common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with our debt and other agreements, and applicable legal requirements.

Withholding Taxes on Certain Equity Awards

We have the right to require that certain equity awardees receive gross or net quantities of shares of our Class B common stock, including distributions from the DCP and share issuances under our Bonus Plan. In the case of a gross issuance or distribution, an awardee is required to reimburse promptly to us the cash required for his or her tax withholding amounts. Conversely, under a net issuance or distribution, shares are withheld in consideration of remitting withholding taxes on behalf of an equity awardee, thereby requiring us to remit cash for the tax withholdings. During the six months ended June 30, 2024, we exercised our right to require that impacted equity awardees receive gross quantities of our Class B common stock. During the six months ended June 30, 2023, we allowed impacted awardees the option to receive net quantities of shares of our Class B common stock. We will continue to evaluate whether share awards will be required to be received by awardees on a gross basis, or if net settlement may be elected by awardees.

Dividend Payments

The declaration and payment of dividends is within the discretion of our Board of Directors. We paid quarterly dividends of $0.06 per share of common stock during the six months ended June 30, 2024 and $0.05 per share of common stock during the six months ended June 30, 2023. While we intend to continue paying quarterly dividends, any future determination will be subject to the discretion of our Board of Directors and will be dependent on a number of factors, including our results of operations, capital requirements, restrictions under Delaware law, and overall financial condition, as well as any other factors our Board of Directors considers relevant. In addition, the terms of the agreement governing the Credit Facility limit the amount of dividends we can pay.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk exposure as described in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2023 Annual Report on Form 10‑K.

Item 4. Controls and Procedures

Evaluation of Effectiveness of Disclosure Controls and Procedures

Our management maintains disclosure controls and procedures as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.

We evaluated, under the supervision and with the participation of management, including our principal executive and principal financial officers, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Bentley Systems, Incorporated have been detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a or 15d of the Exchange Act that occurred during the quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject from time to time to various legal proceedings and claims which arise in the ordinary course of our business. Although the outcome of these and other claims cannot be predicted with certainty, we do not believe that the ultimate resolution of pending matters will have a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe that we do not have any material litigation pending against us.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A. Risk Factors in our 2023 Annual Report on Form 10‑K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

From April 1, 2024 to June 30, 2024, we issued 1,936,318 shares of our Class B common stock in connection with distributions from our DCP.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. All recipients had adequate access, through their relationships with us, to information about us. The issuance of these securities were made without any general solicitation or advertising.

Issuer Purchases of Equity Securities

The following table reflects our Class B common stock we repurchased during the three months ended June 30, 2024:


				Total Number of	Approximate Dollar
				Shares Purchased as	Value of Shares that
	Total Number of	Average Price		Part of Publicly	May Yet Be Purchased
Period	Shares Purchased	Paid per Share		Announced Plan (1)	Under the Plan (2)
April 1, 2024 to April 30, 2024	—	$	—	—	$	154,751,754
May 1, 2024 to May 31, 2024	427,083	52.68		427,083	132,251,784
June 1, 2024 to June 30, 2024	—	—		—	200,000,000
	427,083	52.68		427,083

(1)Represents shares purchased in open‑market transactions under the Repurchase Program approved by our Board of Directors.

(2)These amounts correspond to the plan publicly announced and approved by our Board of Directors in May 2022 that authorizes the repurchase up to $200 million of our Class B common stock through June 30, 2024. In December 2022, our Board of Directors amended the plan to allow us also to repurchase our outstanding convertible senior notes. This additional authorization did not increase the overall dollar limit of the plan. Our authorization under the plan approved in May 2022 expired on June 30, 2024. In March 2024, our Board of Directors approved an extension to the plan authorizing us to repurchase up to $200,000 of our Class B common stock and/or convertible senior notes from June 30, 2024 through June 30, 2026.

Item 5. Other Information

Rule 10b5-1 Trading Plans

, , a member of the Company’s , a trading plan established pursuant to Rule 10b5‑1 of the Exchange Act, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c), to sell an aggregate of shares of our Class B common stock. Mr. Bentley’s plan expires on ., , a member of the Company’s , a trading plan established pursuant to Rule 10b5‑1 of the Exchange Act, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c), to sell an aggregate of shares of our Class B common stock. Mr. Bentley’s plan expires on .

During the three months ended June 30, 2024, there were no other Company directors or executive officers who or any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) or any “non-Rule 10b5‑1 trading arrangement.”

Item 6. Exhibits


Exhibit
Number						Description
10.1†						Bentley Systems, Incorporated Severance Policy for Key Executives (filed as Exhibit 10.1 to our Current Report on Form 8‑K/A filed on June 28, 2024 (File No. 001-39548) and incorporated herein by reference)
10.2†						Letter Agreement by and among Nicholas H. Cumins, Bentley Systems, Incorporated, and Bentley Systems France S.a.r.l. (filed as Exhibit 10.2 to our Current Report on Form 8‑K/A filed on June 28, 2024 (File No. 001-39548) and incorporated herein by reference)
10.3†						Amendment No. 2 to the Amended and Restated Bentley Systems, Incorporated Bonus Pool Plan (filed as Exhibit 10.3 to our Current Report on Form 8‑K/A filed on June 28, 2024 (File No. 001-39548) and incorporated herein by reference)
31.1*						Certification of CEO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2*						Certification of CFO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
32*						Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase
104						Cover page formatted as Inline XBRL and contained in Exhibit 101


†			Management contract or compensatory plan or arrangement.
*			Filed or furnished herewith. The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10‑Q is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Bentley Systems, Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10‑Q, irrespective of any general incorporation language contained in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Bentley Systems, Incorporated

Date: August 6, 2024	By:	/s/ WERNER ANDRE
		Werner Andre
		Chief Financial Officer
		(Principal Financial Officer)

BENTLEY SYSTEMS INC - Quarter Report: 2024 June (Form 10-Q)

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