Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39548 | |
Entity Registrant Name | BENTLEY SYSTEMS, INCORPORATED | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-3936623 | |
Entity Address, Address Line One | 685 Stockton Drive | |
Entity Address, City or Town | Exton | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19341 | |
City Area Code | 610 | |
Local Phone Number | 458-5000 | |
Title of 12(b) Security | Class B Common Stock, par value $0.01 per share | |
Trading Symbol | BSY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Central Index Key | 0001031308 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,567,627 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 284,354,543 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 66,963 | $ 71,684 |
Accounts receivable | 243,488 | 296,376 |
Allowance for doubtful accounts | (8,312) | (9,303) |
Prepaid income taxes | 25,972 | 18,406 |
Prepaid and other current assets | 46,128 | 38,732 |
Total current assets | 374,239 | 415,895 |
Property and equipment, net | 38,309 | 32,251 |
Operating lease right-of-use assets | 41,434 | 40,249 |
Intangible assets, net | 259,979 | 292,271 |
Goodwill | 2,251,312 | 2,237,184 |
Investments | 30,332 | 22,270 |
Deferred income taxes | 61,664 | 52,636 |
Other assets | 77,574 | 72,249 |
Total assets | 3,134,843 | 3,165,005 |
Current liabilities: | ||
Accounts payable | 26,389 | 15,176 |
Accruals and other current liabilities | 403,428 | 362,048 |
Deferred revenues | 211,815 | 226,955 |
Operating lease liabilities | 11,430 | 14,672 |
Income taxes payable | 18,879 | 4,507 |
Current portion of long-term debt | 8,750 | 5,000 |
Total current liabilities | 680,691 | 628,358 |
Long-term debt | 1,580,752 | 1,775,696 |
Deferred compensation plan liabilities | 79,537 | 77,014 |
Long-term operating lease liabilities | 31,355 | 27,670 |
Deferred revenues | 15,189 | 16,118 |
Deferred income taxes | 43,530 | 51,235 |
Income taxes payable | 7,317 | 8,105 |
Other liabilities | 4,311 | 7,355 |
Total liabilities | 2,442,682 | 2,591,551 |
Commitments and contingencies (Note 18) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, authorized 100,000,000 shares; none issued or outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 |
Class A Common Stock, $0.01 par value, authorized 100,000,000 shares; issued and outstanding 11,567,627 and 11,601,757 shares as of September 30, 2023 and December 31, 2022, respectively, and Class B Common Stock, $0.01 par value, authorized 1,800,000,000 shares; issued and outstanding 283,676,579 and 277,412,730 shares as of September 30, 2023 and December 31, 2022, respectively | 2,952 | 2,890 |
Additional paid-in capital | 1,108,816 | 1,030,466 |
Accumulated other comprehensive loss | (95,128) | (89,740) |
Accumulated deficit | (325,183) | (370,866) |
Non-controlling interest | 704 | 704 |
Total stockholders’ equity | 692,161 | 573,454 |
Total liabilities and stockholders’ equity | $ 3,134,843 | $ 3,165,005 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock shares issued (in shares) | 11,567,627 | 11,601,757 |
Common stock shares outstanding (in shares) | 11,567,627 | 11,601,757 |
Class B Common Stock | ||
Common stock par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 1,800,000,000 | 1,800,000,000 |
Common stock shares issued (in shares) | 283,676,579 | 277,412,730 |
Common stock shares outstanding (in shares) | 283,676,579 | 277,412,730 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 306,612 | $ 268,332 | $ 917,772 | $ 812,134 |
Cost of revenues: | ||||
Total cost of revenues | 64,676 | 59,183 | 198,286 | 174,662 |
Gross profit | 241,936 | 209,149 | 719,486 | 637,472 |
Operating expense (income): | ||||
Research and development | 65,465 | 63,827 | 203,382 | 189,966 |
Selling and marketing | 53,757 | 46,114 | 160,262 | 141,676 |
General and administrative | 42,678 | 37,794 | 128,743 | 128,981 |
Deferred compensation plan | (3,160) | (4,576) | 4,763 | (21,873) |
Amortization of purchased intangibles | 9,517 | 10,446 | 29,567 | 30,869 |
Total operating expenses | 168,257 | 153,605 | 526,717 | 469,619 |
Income from operations | 73,679 | 55,544 | 192,769 | 167,853 |
Interest expense, net | (10,047) | (9,134) | (30,623) | (23,521) |
Other income, net | 5,953 | 932 | 7,207 | 14,793 |
Income before income taxes | 69,585 | 47,342 | 169,353 | 159,125 |
Provision for income taxes | (16,514) | (9,664) | (22,107) | (8,221) |
Loss from investments accounted for using the equity method, net of tax | (44) | (681) | (44) | (1,846) |
Net income | $ 53,027 | $ 36,997 | $ 147,202 | $ 149,058 |
Per share information: | ||||
Net income per share, basic (USD per share) | $ 0.17 | $ 0.12 | $ 0.47 | $ 0.48 |
Net income per share, diluted (USD per share) | $ 0.16 | $ 0.12 | $ 0.46 | $ 0.46 |
Weighted average shares, basic (in shares) | 313,069,132 | 310,116,104 | 311,915,808 | 308,959,801 |
Weighted average shares, diluted (in shares) | 332,825,186 | 325,170,383 | 332,144,893 | 332,077,834 |
Subscriptions and licenses | ||||
Revenues: | ||||
Total revenues | $ 282,638 | $ 244,767 | $ 840,991 | $ 739,944 |
Cost of revenues: | ||||
Total cost of revenues | 42,088 | 37,371 | 124,175 | 107,904 |
Subscriptions | ||||
Revenues: | ||||
Total revenues | 270,751 | 235,307 | 807,839 | 708,731 |
Perpetual licenses | ||||
Revenues: | ||||
Total revenues | 11,887 | 9,460 | 33,152 | 31,213 |
Services | ||||
Revenues: | ||||
Total revenues | 23,974 | 23,565 | 76,781 | 72,190 |
Cost of revenues: | ||||
Total cost of revenues | $ 22,588 | $ 21,812 | $ 74,111 | $ 66,758 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 53,027 | $ 36,997 | $ 147,202 | $ 149,058 |
Other comprehensive loss, net of taxes: | ||||
Foreign currency translation adjustments | (7,294) | (12,809) | (5,416) | (10,192) |
Actuarial (loss) gain on retirement plan, net of tax effect of $(8), $(5), $(15), and $(15), respectively | (6) | 11 | 28 | 37 |
Total other comprehensive loss, net of taxes | (7,300) | (12,798) | (5,388) | (10,155) |
Comprehensive income | $ 45,727 | $ 24,199 | $ 141,814 | $ 138,903 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Actuarial (loss) gain on retirement plan, tax effect | $ (8) | $ (5) | $ (15) | $ (15) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Non-Controlling Interest |
Beginning balance (in shares) at Dec. 31, 2021 | 282,526,719 | |||||
Beginning balance at Dec. 31, 2021 | $ 409,222 | $ 2,825 | $ 937,805 | $ (91,774) | $ (439,634) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 149,058 | 149,058 | ||||
Other comprehensive loss | (10,155) | (10,155) | ||||
Dividends declared | (25,623) | (25,623) | ||||
Shares issued in connection with deferred compensation plan, net (in shares) | 3,523,386 | |||||
Shares issued in connection with deferred compensation plan, net | (24,246) | $ 35 | (27) | (24,254) | ||
Deferred compensation plan elective participant deferrals | 4,694 | 4,694 | ||||
Shares issued in connection with executive bonus plan, net (in shares) | 284,992 | |||||
Shares issued in connection with executive bonus plan, net | 11,113 | $ 3 | 16,307 | (5,197) | ||
Shares issued in connection with employee stock purchase plan, net (in shares) | 307,406 | |||||
Shares issued in connection with employee stock purchase plan, net | 10,062 | $ 3 | 10,332 | (273) | ||
Stock option exercises, net (in shares) | 2,272,603 | |||||
Stock option exercises, net | (1,604) | $ 23 | 6,832 | (8,459) | ||
Acquisition option exercises, net (in shares) | 185,178 | |||||
Acquisition option exercises, net | 0 | $ 2 | (2) | |||
Shares issued for stock grants, net (in shares) | 13,632 | |||||
Shares issued for stock grants, net | 450 | 450 | ||||
Stock-based compensation expense | 28,687 | 28,687 | ||||
Shares related to restricted stock, net (in shares) | 199,975 | |||||
Shares related to restricted stock, net | (3,209) | $ 2 | (3) | (3,208) | ||
Repurchases of Class B common stock under approved program (in shares) | (896,126) | |||||
Repurchases of Class B Common Stock under approved program | (28,250) | $ (9) | (28,241) | |||
Ending balance (in shares) at Sep. 30, 2022 | 288,417,765 | |||||
Ending balance at Sep. 30, 2022 | 520,199 | $ 2,884 | 1,005,075 | (101,929) | (385,831) | |
Beginning balance (in shares) at Jun. 30, 2022 | 288,154,159 | |||||
Beginning balance at Jun. 30, 2022 | 496,993 | $ 2,882 | 981,203 | (89,131) | (397,961) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 36,997 | 36,997 | ||||
Other comprehensive loss | (12,798) | (12,798) | ||||
Dividends declared | (8,592) | (8,592) | ||||
Shares issued in connection with deferred compensation plan, net (in shares) | 97,591 | |||||
Shares issued in connection with deferred compensation plan, net | 0 | $ 1 | (1) | |||
Deferred compensation plan elective participant deferrals | 1,586 | 1,586 | ||||
Shares issued in connection with executive bonus plan, net (in shares) | 125,195 | |||||
Shares issued in connection with executive bonus plan, net | 4,417 | $ 1 | 4,416 | |||
Shares issued in connection with employee stock purchase plan, net (in shares) | 197,657 | |||||
Shares issued in connection with employee stock purchase plan, net | 5,572 | $ 2 | 5,722 | (152) | ||
Stock option exercises, net (in shares) | 218,018 | |||||
Stock option exercises, net | 935 | $ 2 | 992 | (59) | ||
Stock-based compensation expense | 11,158 | 11,158 | ||||
Shares related to restricted stock, net (in shares) | 58,270 | |||||
Shares related to restricted stock, net | (1,061) | (1) | (1,060) | |||
Repurchases of Class B common stock under approved program (in shares) | (433,125) | |||||
Repurchases of Class B Common Stock under approved program | (15,008) | $ (4) | (15,004) | |||
Ending balance (in shares) at Sep. 30, 2022 | 288,417,765 | |||||
Ending balance at Sep. 30, 2022 | 520,199 | $ 2,884 | 1,005,075 | (101,929) | (385,831) | |
Beginning balance (in shares) at Dec. 31, 2022 | 289,014,487 | |||||
Beginning balance at Dec. 31, 2022 | 573,454 | $ 2,890 | 1,030,466 | (89,740) | (370,866) | $ 704 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 147,202 | 147,202 | ||||
Other comprehensive loss | (5,388) | (5,388) | ||||
Dividends declared | (43,992) | (43,992) | ||||
Shares issued in connection with deferred compensation plan, net (in shares) | 2,845,448 | |||||
Shares issued in connection with deferred compensation plan, net | (38,456) | $ 28 | (28) | (38,456) | ||
Deferred compensation plan elective participant deferrals | 1,712 | 1,712 | ||||
Shares issued in connection with executive bonus plan, net (in shares) | 171,510 | |||||
Shares issued in connection with executive bonus plan, net | 7,301 | $ 2 | 13,055 | (5,756) | ||
Shares issued in connection with employee stock purchase plan, net (in shares) | 315,840 | |||||
Shares issued in connection with employee stock purchase plan, net | 9,143 | $ 3 | 9,985 | (845) | ||
Stock option exercises, net (in shares) | 2,422,082 | |||||
Stock option exercises, net | 4,182 | $ 24 | 10,566 | (6,408) | ||
Shares issued for stock grants, net (in shares) | 12,639 | |||||
Shares issued for stock grants, net | 600 | 600 | ||||
Stock-based compensation expense | 42,465 | 42,465 | ||||
Shares related to restricted stock, net (in shares) | 462,200 | |||||
Shares related to restricted stock, net | (6,062) | $ 5 | (5) | (6,062) | ||
Ending balance (in shares) at Sep. 30, 2023 | 295,244,206 | |||||
Ending balance at Sep. 30, 2023 | 692,161 | $ 2,952 | 1,108,816 | (95,128) | (325,183) | 704 |
Beginning balance (in shares) at Jun. 30, 2023 | 294,712,983 | |||||
Beginning balance at Jun. 30, 2023 | 643,772 | $ 2,947 | 1,085,066 | (87,828) | (357,117) | 704 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 53,027 | 53,027 | ||||
Other comprehensive loss | (7,300) | (7,300) | ||||
Dividends declared | (14,768) | (14,768) | ||||
Shares issued in connection with deferred compensation plan, net (in shares) | 63,267 | |||||
Shares issued in connection with deferred compensation plan, net | (2,127) | (2,127) | ||||
Deferred compensation plan elective participant deferrals | 61 | 61 | ||||
Shares issued in connection with executive bonus plan, net (in shares) | 34,313 | |||||
Shares issued in connection with executive bonus plan, net | 1,821 | 3,251 | (1,430) | |||
Shares issued in connection with employee stock purchase plan, net (in shares) | 162,459 | |||||
Shares issued in connection with employee stock purchase plan, net | 4,808 | $ 2 | 5,429 | (623) | ||
Stock option exercises, net (in shares) | 185,255 | |||||
Stock option exercises, net | 471 | $ 2 | 888 | (419) | ||
Stock-based compensation expense | 14,122 | 14,122 | ||||
Shares related to restricted stock, net (in shares) | 85,929 | |||||
Shares related to restricted stock, net | (1,726) | $ 1 | (1) | (1,726) | ||
Ending balance (in shares) at Sep. 30, 2023 | 295,244,206 | |||||
Ending balance at Sep. 30, 2023 | $ 692,161 | $ 2,952 | $ 1,108,816 | $ (95,128) | $ (325,183) | $ 704 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 147,202 | $ 149,058 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 52,787 | 53,644 |
Deferred income taxes | (14,632) | (13,670) |
Stock-based compensation expense | 56,092 | 51,359 |
Deferred compensation plan | 4,763 | (21,873) |
Amortization of deferred debt issuance costs | 5,469 | 5,468 |
Change in fair value of derivative | (4,102) | (29,318) |
Foreign currency remeasurement loss | 3,198 | 14,445 |
Other | 2,464 | 4,193 |
Changes in assets and liabilities, net of effect from acquisitions: | ||
Accounts receivable | 56,065 | 12,550 |
Prepaid and other assets | (1,246) | 7,779 |
Accounts payable, accruals, and other liabilities | 33,437 | 28,765 |
Deferred revenues | (17,688) | (26,725) |
Income taxes payable, net of prepaid income taxes | 5,834 | 2,523 |
Net cash provided by operating activities | 329,643 | 238,198 |
Cash flows from investing activities: | ||
Purchases of property and equipment and investment in capitalized software | (18,906) | (12,982) |
Proceeds from sale of aircraft | 0 | 2,380 |
Acquisitions, net of cash acquired | (23,110) | (719,539) |
Purchases of investments | (11,352) | (10,304) |
Proceeds from investments | 2,123 | 0 |
Net cash used in investing activities | (51,245) | (740,445) |
Cash flows from financing activities: | ||
Proceeds from credit facilities | 442,566 | 753,376 |
Payments of credit facilities | (634,718) | (408,714) |
Repayments of term loan | (3,750) | (3,750) |
Payments of contingent and non-contingent consideration | (3,039) | (6,996) |
Payments of dividends | (43,992) | (25,828) |
Proceeds from stock purchases under employee stock purchase plan | 9,988 | 10,335 |
Proceeds from exercise of stock options | 10,590 | 6,855 |
Payments for shares acquired including shares withheld for taxes | (57,527) | (42,213) |
Repurchases of Class B Common Stock under approved program | 0 | (28,250) |
Other | (137) | (123) |
Net cash (used in) provided by financing activities | (280,019) | 254,692 |
Effect of exchange rate changes on cash and cash equivalents | (3,100) | (8,926) |
Decrease in cash and cash equivalents | (4,721) | (256,481) |
Cash and cash equivalents, beginning of year | 71,684 | 329,337 |
Cash and cash equivalents, end of period | 66,963 | 72,856 |
Supplemental information: | ||
Cash paid for income taxes | 29,467 | 20,696 |
Income tax refunds | 764 | 2,194 |
Interest paid | 29,370 | 17,647 |
Non-cash investing and financing activities: | ||
Cost method investment | 3,500 | 6,022 |
Deferred, non-contingent consideration, net | 525 | 157 |
Share-settled executive bonus plan awards | 13,057 | 16,310 |
Deferred compensation plan elective participant deferrals | $ 1,712 | $ 4,694 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Bentley Systems, Incorporated and its wholly-owned subsidiaries (“Bentley Systems, Incorporated” or the “Company”), and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2022 Annual Report on Form 10 ‑ K. In management’s opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal, recurring and non-recurring adjustments) that were considered necessary for the fair statement of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods indicated. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ materially from those estimates. The December 31, 2022 consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements. Certain reclassifications of prior period amounts have been made to conform to the current period presentation. For the three and nine months ended September 30, 2023, payments related to the Company’s interest rate swap were recognized in Other income (expense), net in the consolidated statements of operations and the corresponding prior period amounts, which were previously recognized in Interest expense, net , were reclassified to conform to the current period presentation. For the three and nine months ended September 30, 2022, the amounts reclassified were not material, and Income before income taxes and Net income in the consolidated statements of operations did not change as a result of these reclassifications. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Guidance In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020‑04 applies only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform between March 12, 2020 and December 31, 2022. In December 2022, the FASB issued ASU No. 2022‑06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting by extending the sunset date of Topic 848 to December 31, 2024. The expedients and exceptions provided by these ASUs do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company adopted these ASUs during the second quarter of 2023 (see Note 10) and the adoption did not have a material impact on the Company’s consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Disaggregation of Revenues The Company’s revenues consist of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Subscriptions: Enterprise subscriptions (1) $ 111,318 $ 89,041 $ 318,896 $ 252,461 SELECT subscriptions 63,406 63,609 190,834 196,786 Term license subscriptions 96,027 82,657 298,109 259,484 Subscriptions 270,751 235,307 807,839 708,731 Perpetual licenses 11,887 9,460 33,152 31,213 Subscriptions and licenses 282,638 244,767 840,991 739,944 Services: Recurring 3,606 4,557 12,733 13,431 Other 20,368 19,008 64,048 58,759 Services 23,974 23,565 76,781 72,190 Total revenues $ 306,612 $ 268,332 $ 917,772 $ 812,134 (1) Enterprise subscriptions includes revenue attributable to Enterprise 365 (“E365”) subscriptions of $107,681 and $80,298 for the three months ended September 30, 2023 and 2022, respectively, and $301,260 and $221,801 for the nine months ended September 30, 2023 and 2022, respectively. The Company recognizes perpetual licenses and the term license component of subscriptions as revenue when either the licenses are delivered or at the start of the subscription term. For the three months ended September 30, 2023 and 2022, the Company recognized $147,340 and $125,140 of license related revenues, respectively, of which $135,453 and $115,680, respectively, were attributable to the term license component of the Company’s subscription‑based commercial offerings recorded in Subscriptions in the consolidated statements of operations. For the nine months ended September 30, 2023 and 2022, the Company recognized $444,186 and $380,237 of license related revenues, respectively, of which $411,034 and $349,024, respectively, were attributable to the term license component of the Company’s subscription‑based commercial offerings recorded in Subscriptions in the consolidated statements of operations. The Company derived 8% and 7% of its total revenues through channel partners for the three months ended September 30, 2023 and 2022, respectively, and 7% of its total revenues through channel partners for the nine months ended September 30, 2023 and 2022. Revenue from external customers is attributed to individual countries based upon the location of the customer. Revenues by geographic region are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Americas (1) $ 162,367 $ 141,599 $ 489,548 $ 440,218 Europe, the Middle East, and Africa (“EMEA”) 86,956 75,416 263,232 227,696 Asia-Pacific (“APAC”) 57,289 51,317 164,992 144,220 Total revenues $ 306,612 $ 268,332 $ 917,772 $ 812,134 (1) Americas includes the United States (“U.S.”), Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $129,510 and $122,372 for the three months ended September 30, 2023 and 2022, respectively, and $384,807 and $346,961 for the nine months ended September 30, 2023 and 2022, respectively. Contract Assets and Contract Liabilities September 30, 2023 December 31, 2022 Contract assets $ 472 $ 575 Deferred revenues 227,004 243,073 As of September 30, 2023 and December 31, 2022, the Company’s contract assets relate to performance obligations completed in advance of the right to invoice and are included in Prepaid and other current assets in the consolidated balance sheets. Contract assets were not impaired as of September 30, 2023 or December 31, 2022. Deferred revenues consist of billings made or payments received in advance of revenue recognition from subscriptions and services. The timing of revenue recognition may differ from the timing of billings to users. For the nine months ended September 30, 2023, $183,335 of revenues that were included in the December 31, 2022 deferred revenues balance were recognized. There were additional deferrals of $169,368 for the nine months ended September 30, 2023, which were primarily related to new billings and acquisitions. For the nine months ended September 30, 2022, $174,194 of revenues that were included in the December 31, 2021 deferred revenues balance were recognized. There were additional deferrals of $158,125 for the nine months ended September 30, 2022, which were primarily related to new billings and acquisitions. As of September 30, 2023 and December 31, 2022, the Company has deferred $17,873 and $17,338, respectively, related to portfolio balancing exchange rights which is included in Deferred revenues in the consolidated balance sheets. Remaining Performance Obligations The Company’s contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. As of September 30, 2023, amounts allocated to these remaining performance obligations are $227,004, of which the Company expects to recognize approximately 93% over the next 12 months with the remaining amount thereafter. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The aggregate details of the Company’s acquisition activity are as follows: Acquisitions Completed during Nine Months Ended September 30, 2023 2022 Number of acquisitions 2 4 Cash paid at closing (1) $ 23,375 $ 738,810 Cash acquired (265) (19,271) Net cash paid $ 23,110 $ 719,539 (1) Of the cash paid at closing for the nine months ended September 30, 2023 and 2022, $1,000 and $3,000, respectively, was deposited into an escrow account to secure any potential indemnification and other obligations of the seller. The fair value of the contingent consideration from acquisitions is included in the consolidated balance sheets as follows: September 30, 2023 December 31, 2022 Accruals and other current liabilities $ 3 $ 1,196 Contingent consideration from acquisitions $ 3 $ 1,196 The fair value of non-contingent consideration from acquisitions is included in the consolidated balance sheets as follows: September 30, 2023 December 31, 2022 Accruals and other current liabilities $ 3,966 $ 2,434 Other liabilities — 2,977 Non-contingent consideration from acquisitions $ 3,966 $ 5,411 The operating results of the acquired businesses are included in the Company’s consolidated financial statements from the closing date of each respective acquisition. The purchase price for each acquisition has been allocated to the net tangible and intangible assets and liabilities based on their estimated fair values at the respective acquisition date. Acquisition costs are expensed as incurred and are recorded in General and administrative in the consolidated statements of operations. For the three months ended September 30, 2023 and 2022, the Company’s acquisition expenses were insignificant, and for the nine months ended September 30, 2023 and 2022 were $5,803 and $10,824, respectively, which include costs related to legal, accounting, valuation, insurance, general administrative, and other consulting and transaction fees. For the three and nine months ended September 30, 2022, $350 and $10,149, respectively, of the Company’s acquisition expenses related to the acquisition of PLS. The following summarizes the fair values of the assets acquired and liabilities assumed, as well as the weighted average useful lives assigned to acquired intangible assets at the respective date of each acquisition (including contingent consideration): Acquisitions Completed in Nine Months Ended Year Ended September 30, 2023 December 31, 2022 Consideration: Cash paid at closing $ 23,375 $ 763,228 Contingent consideration — 1,390 Deferred, non-contingent consideration, net 525 749 Other 56 (269) Total consideration $ 23,956 $ 765,098 Assets acquired and liabilities assumed: Cash $ 265 $ 20,221 Accounts receivable and other current assets 1,706 8,890 Operating lease right-of-use assets 397 1,237 Property and equipment — 1,316 Deferred income taxes 2,151 — Other assets 6 7 Software and technology (weighted average useful life of 3 and 5 years, respectively) 2,600 10,608 Customer relationships (weighted average useful life of 6 and 10 years, respectively) 3,900 82,278 Trademarks (weighted average useful life of 5 and 8 years, respectively) 1,000 6,972 Total identifiable assets acquired excluding goodwill 12,025 131,529 Accruals and other current liabilities (584) (4,079) Deferred revenues (4,599) (14,176) Operating lease liabilities (397) (1,237) Deferred income taxes — (5,745) Total liabilities assumed (5,580) (25,237) Net identifiable assets acquired excluding goodwill 6,445 106,292 Goodwill 17,511 658,806 Net assets acquired $ 23,956 $ 765,098 The fair values of the working capital, other assets (liabilities), and property and equipment approximated their respective carrying values as of the acquisition date. Deferred revenues were determined in accordance with the Company’s revenue recognition policies. The fair values of the intangible assets were primarily determined using the income approach. When applying the income approach, indications of fair values were developed by discounting future net cash flows to their present values at market‑based rates of return. The cash flows were based on estimates used to price the acquisitions and the discount rates applied were benchmarked with reference to the implied rate of return from the Company’s pricing model and the weighted average cost of capital. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consist of the following: September 30, 2023 December 31, 2022 Land $ 2,811 $ 2,811 Building and improvements 36,293 35,717 Computer equipment and software 64,639 54,636 Furniture, fixtures, and equipment 14,848 14,600 Aircraft 2,038 2,038 Other 93 156 Property and equipment, at cost 120,722 109,958 Less: Accumulated depreciation (82,413) (77,707) Total property and equipment, net $ 38,309 $ 32,251 Depreciation expense was $3,135 and $2,613 for the three months ended September 30, 2023 and 2022, respectively, and $8,769 and $8,025 for the nine months ended September 30, 2023 and 2022, respectively. Related Party Equipment Sale In January 2022, the Audit Committee of the Company’s Board of Directors authorized the Company to sell 50% of its interest in the Company’s aircraft at fair market value to an entity controlled by the Company’s Chief Executive Officer. The transaction was completed on February 1, 2022 for $2,380 and resulted in a gain of $2,029, which was recorded in Other income, net in the consolidated statements of operations for the nine months ended September 30, 2022 (see Note 20). Subsequent to the transaction, ongoing operating and fixed costs of the aircraft are shared on a proportional use basis subject to a cost-sharing agreement. Such costs were not material during the nine months ended September 30, 2023 and 2022. The Company determined this transaction was with a related party. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill are as follows: Balance, December 31, 2022 $ 2,237,184 Acquisitions 17,511 Foreign currency translation adjustments (3,179) Other adjustments (204) Balance, September 30, 2023 $ 2,251,312 Details of intangible assets other than goodwill are as follows: September 30, 2023 December 31, 2022 Estimated Gross Accumulated Net Book Gross Accumulated Net Book Intangible assets subject to amortization: Software and technology 3-5 years $ 88,675 $ (55,305) $ 33,370 $ 92,390 $ (51,938) $ 40,452 Customer relationships 3-10 years 323,223 (135,237) 187,986 323,164 (114,387) 208,777 Trademarks 3-10 years 70,510 (31,979) 38,531 69,803 (26,904) 42,899 Non-compete agreements 5 years 350 (258) 92 350 (207) 143 Total intangible assets $ 482,758 $ (222,779) $ 259,979 $ 485,707 $ (193,436) $ 292,271 The aggregate amortization expense for purchased intangible assets with finite lives was reflected in the Company’s consolidated statements of operations as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cost of subscriptions and licenses $ 3,161 $ 3,129 $ 9,471 $ 9,305 Amortization of purchased intangibles 9,517 10,446 29,567 30,869 Total amortization expense $ 12,678 $ 13,575 $ 39,038 $ 40,174 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments Investments consist of the following: September 30, 2023 December 31, 2022 Cost method investments $ 27,957 $ 22,174 Equity method investments 2,375 96 Total investments $ 30,332 $ 22,270 Cost Method Investments Through its iTwin Ventures initiative, 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 nine months ended September 30, 2023 (see Note 20). In July 2022, the Company acquired an equity interest in Teralytics Holdings AG (“Teralytics”), a global platform company for human mobility analysis. During the second quarter of 2023, the Company recognized impairment charges of $7,318 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 nine months ended September 30, 2023 (see Note 20). During the third quarter of 2023, the Company recognized gains on investments of $2,360, which was recorded in Other income, net in the consolidated statements of operations for the three and nine months ended September 30, 2023 (see Note 20). During the nine months ended September 30, 2023, the Company invested a total of $12,591, including $8,928 of cash and non-cash for our investment in Worldsensing. During the nine months ended September 30, 2022, the Company invested a total of $14,921, including $11,130 of cash and non-cash for our investment in Teralytics. As of September 30, 2023, our investment balance in Worldsensing and Teralytics was $8,928 and $7,270, respectively. As of December 31, 2022, our investment balance in Teralytics was $11,130. Equity Method Investments The Company is party to joint ventures, which are accounted for using the equity method. For the nine months ended September 30, 2023 and 2022, the Company invested $2,261 and $1,700, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | LeasesThe Company’s operating leases consist of office facilities, office equipment, and automobiles. As of September 30, 2023, the Company’s leases have remaining terms of less than one year to ten years, some of which include one or more options to renew, with renewal terms from one year to five years and some of which include options to terminate the leases from less than one year to five years. The components of operating lease cost reflected in the consolidated statements of operations were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating lease cost (1) $ 4,312 $ 4,703 $ 13,474 $ 15,651 Variable lease cost 1,133 1,115 3,481 3,356 Short-term lease cost — 6 — 16 Total operating lease cost $ 5,445 $ 5,824 $ 16,955 $ 19,023 (1) Operating lease cost includes rent cost related to operating leases for office facilities of $4,180 and $4,553 for the three months ended September 30, 2023 and 2022, respectively, and $12,926 and $15,120 for the nine months ended September 30, 2023 and 2022, respectively. Supplemental operating cash flow and other information related to leases was as follows: Nine Months Ended September 30, 2023 2022 Cash paid for operating leases included in operating cash flows $ 13,830 $ 14,295 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 14,794 $ 7,763 (1) Right‑of‑use assets obtained in exchange for new operating lease liabilities does not include the impact from acquisitions of $397 and $1,237 for the nine months ended September 30, 2023 and 2022, respectively. The weighted average remaining lease term for operating leases was 4.7 years and 3.9 years as of September 30, 2023 and December 31, 2022, respectively. The weighted average discount rate was 4.6% and 3.4% as of September 30, 2023 and December 31, 2022, respectively. |
Leases | LeasesThe Company’s operating leases consist of office facilities, office equipment, and automobiles. As of September 30, 2023, the Company’s leases have remaining terms of less than one year to ten years, some of which include one or more options to renew, with renewal terms from one year to five years and some of which include options to terminate the leases from less than one year to five years. The components of operating lease cost reflected in the consolidated statements of operations were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating lease cost (1) $ 4,312 $ 4,703 $ 13,474 $ 15,651 Variable lease cost 1,133 1,115 3,481 3,356 Short-term lease cost — 6 — 16 Total operating lease cost $ 5,445 $ 5,824 $ 16,955 $ 19,023 (1) Operating lease cost includes rent cost related to operating leases for office facilities of $4,180 and $4,553 for the three months ended September 30, 2023 and 2022, respectively, and $12,926 and $15,120 for the nine months ended September 30, 2023 and 2022, respectively. Supplemental operating cash flow and other information related to leases was as follows: Nine Months Ended September 30, 2023 2022 Cash paid for operating leases included in operating cash flows $ 13,830 $ 14,295 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 14,794 $ 7,763 (1) Right‑of‑use assets obtained in exchange for new operating lease liabilities does not include the impact from acquisitions of $397 and $1,237 for the nine months ended September 30, 2023 and 2022, respectively. The weighted average remaining lease term for operating leases was 4.7 years and 3.9 years as of September 30, 2023 and December 31, 2022, respectively. The weighted average discount rate was 4.6% and 3.4% as of September 30, 2023 and December 31, 2022, respectively. |
Accruals and Other Current Liab
Accruals and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accruals and Other Current Liabilities | Accruals and Other Current Liabilities Accruals and other current liabilities consist of the following: September 30, 2023 December 31, 2022 Cloud Services Subscription (“CSS”) deposits $ 269,047 $ 201,082 Accrued benefits 36,814 35,493 Accrued compensation 34,631 40,296 Due to customers 16,738 13,720 Accrued indirect taxes 5,804 9,766 Accrued professional fees 4,152 4,984 Non-contingent consideration from acquisitions 3,966 2,434 Accrued acquisition stay bonus 3,765 9,135 Accrued cloud provisioning costs 3,469 4,224 Employee stock purchase plan contributions 2,923 5,230 Deferred compensation plan liabilities 2,182 2,067 Contingent consideration from acquisitions 3 1,196 Other accrued and current liabilities 19,934 32,421 Total accruals and other current liabilities $ 403,428 $ 362,048 |
Long_Term Debt
Long‑Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long‑term debt consists of the following: September 30, 2023 December 31, 2022 Credit facility: Revolving loan facility due November 2025 $ 153,445 $ 345,597 Term loan due November 2025 191,250 195,000 Convertible senior notes due January 2026 (the “2026 Notes”) 687,830 687,830 Convertible senior notes due July 2027 (the “2027 Notes”) 575,000 575,000 Unamortized debt issuance costs (18,023) (22,731) Total debt 1,589,502 1,780,696 Less: Current portion of long-term debt (8,750) (5,000) Long-term debt $ 1,580,752 $ 1,775,696 Credit Facility The Company is party to a Credit Agreement dated December 19, 2017 (as amended from time to time), which provides for an $850,000 senior secured revolving loan facility that matures on November 15, 2025 (the “Credit Facility”). The Credit Facility also provides up to $50,000 of letters of credit and other borrowings subject to availability, including an $85,000 U.S. dollar swingline sub‑facility and a $200,000 incremental “accordion” sub‑facility. Debt issuance costs are amortized to interest expense through the maturity date. Under the Credit Facility, the Company has a $200,000 senior secured term loan with a maturity of November 15, 2025 (the “Term Loan”). The Term Loan requires principal repayment at the end of each calendar quarter. Beginning with March 31, 2022 and ending with December 31, 2023, the Company is required to repay $1,250 per quarter. Beginning with March 31, 2024 and ending with the last such date prior to the maturity date, the Company is required to repay $2,500 per quarter. The Company had $150 of letters of credit and surety bonds outstanding as of September 30, 2023 and December 31, 2022 under the Credit Facility. As of September 30, 2023 and December 31, 2022, the Company had $696,405 and $504,253, respectively, available under the Credit Facility. Effective June 23, 2023, the Company amended the Credit Facility to replace the referenced interest rate based on LIBOR with the Secured Overnight Financing Rate (“SOFR”). Revolving loan borrowings under the Credit Facility bear interest at variable rates that reset every one, three, or six months depending on the period selected by the Company. Under the Term SOFR elections, revolving loan borrowings bear an interest rate of the applicable term SOFR rate plus 10 basis points (“bps”), plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio. Under the non‑Term SOFR elections, revolving loan borrowings bear a base interest rate of the highest of (i) the prime rate, (ii) the overnight bank funding effective rate plus 50 bps, or (iii) the applicable term SOFR rate plus 10 bps, plus a spread ranging from 25 bps to 125 bps as determined by the Company’s net leverage ratio. Swingline borrowings under the Credit Facility bear interest that resets daily. Interest on U.S. dollar swingline borrowings bear an interest rate of the daily simple SOFR rate plus 3.5 bps, plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio. The Company cannot make optional currency swingline borrowings without the consent of the applicable swingline lender. Term loan borrowings under the Credit Facility bear interest at variable rates that reset every one, three, or six months depending on the period selected by the Company. Under the Term SOFR elections, term loan borrowings bear an interest rate of the applicable term SOFR rate plus 10 bps, plus a spread ranging from 100 bps to 200 bps as determined by the Company’s net leverage ratio. Under the non‑Term SOFR elections, term loan borrowings bear a base interest rate of the highest of (i) the prime rate, (ii) the overnight bank funding effective rate plus 50 bps, or (iii) the applicable term SOFR rate plus 10 bps, plus a spread ranging from 0 bps to 100 bps as determined by the Company’s net leverage ratio. In addition, a commitment fee for the unused Credit Facility ranges from 20 bps to 30 bps as determined by the Company’s net leverage ratio. Borrowings under the Credit Facility are guaranteed by all of the Company’s material first tier domestic subsidiaries and are secured by a first priority security interest in substantially all of the Company’s and the guarantors’ U.S. assets and 65% of the stock of their directly owned foreign subsidiaries. The agreement governing the Credit Facility contains customary positive and negative covenants, including restrictions on our ability to pay dividends and make other restricted payments, as well as events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenants defaults, cross-defaults to certain other indebtedness in excess of $50,000, certain events of bankruptcy and insolvency, judgment defaults in excess of $10,000, failure of any security document supporting the Credit Facility to be in full force and effect, and a change of control. The Credit Facility also contains customary financial covenants, including maximum net leverage ratio. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants in its Credit Facility. Voluntary prepayments of amounts outstanding under the Credit Facility, in whole or in part, are permitted at any time, so long as the Company gives notice as required by the Credit Facility. However, if prepayment is made with respect to a SOFR‑based loan and the prepayment is made on a date other than an interest payment date, the Company is subject to customary breakage costs. Convertible Senior Notes As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants in the 2026 Notes and 2027 Notes, and none of the conditions of the 2026 Notes or 2027 Notes to early convert had been met. Derivative Arrangements The Company records derivative instruments as an asset or liability measured at fair value and depending on the nature of the hedge, the corresponding changes in the fair value of these instruments are recorded in the consolidated statements of operations or comprehensive income. If the derivative is determined to be a hedge, changes in the fair value of the derivative are offset against the change in the fair value of the hedged assets or liabilities through the consolidated statements of operations or recognized in Other comprehensive income (loss), net of taxes until the hedged item is recognized in the consolidated statements of operations. The ineffective portion of a derivative’s change in fair value is recognized in earnings. Also, changes in the entire fair value of a derivative that is not designated as a hedge are recognized in earnings. Effective on April 2, 2020, the Company entered into an interest rate swap with a notional amount of $200,000 and a ten‑year term to reduce the interest rate risk associated with the Credit Facility. Effective on June 26, 2023, the Company amended the interest rate swap agreement to replace the LIBOR rate to SOFR under the ISDA Fallback Protocols included within the agreement. Subsequent to the amendment, the Company will continue to pay a fixed interest rate of 72.9 bps, and will receive a floating interest rate equal to daily SOFR plus an ARRC spread adjustment of 11.448 bps. The interest rate swap is not designated as a hedging instrument for accounting purposes. The Company accounts for the interest rate swap as either an asset or a liability on the consolidated balance sheets and carries the derivative at fair value (see Note 17). Gain (loss) from the change in fair value and payments related to the interest rate swap are recognized in Other income (expense), net in the consolidated statements of operations (see Note 20). The bank counterparty to the derivative potentially exposes the Company to credit-related losses in the event of nonperformance. To mitigate that risk, the Company only contracts with counterparties who meet the Company’s minimum requirements under its counterparty risk assessment process. The Company monitors counterparty risk on at least a quarterly basis and adjusts its exposure as necessary. The Company does not enter into derivative instrument transactions for trading or speculative purposes. Interest Expense, Net Interest expense, net consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Contractual interest expense $ (8,678) $ (7,345) $ (27,352) $ (17,092) Amortization of deferred debt issuance costs (1,823) (1,822) (5,469) (5,468) Other interest (expense) income (47) (76) 958 (1,234) Interest income 501 109 1,240 273 Interest expense, net $ (10,047) $ (9,134) $ (30,623) $ (23,521) The weighted average interest rate on borrowings under the Credit Facility were 7.44% and 4.34% for the three months ended September 30, 2023 and 2022, respectively, and 7.04% and 3.20% for the nine months ended September 30, 2023 and 2022, respectively. |
Executive Bonus Plan
Executive Bonus Plan | 9 Months Ended |
Sep. 30, 2023 | |
Compensation Related Costs [Abstract] | |
Executive Bonus Plan | Executive Bonus PlanFor the three months ended September 30, 2023 and 2022, the incentive compensation, including cash payments, election to receive shares of fully vested Class B Common Stock, and deferred compensation to plan participants, recognized under the amended and restated Bentley Systems, Incorporated Bonus Pool Plan (the “Bonus Plan”) (net of all applicable holdbacks) was $5,081 and $8,454, respectively, and $17,326 and $24,984 for the nine months ended September 30, 2023 and 2022, respectively. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans Deferred Compensation Plan Deferred compensation plan (income) expense was $(3,160) and $(4,576) for the three months ended September 30, 2023 and 2022, respectively, and $4,763 and $(21,873) for the nine months ended September 30, 2023 and 2022, respectively. For the three months ended September 30, 2023 and 2022, elective participant deferrals into the Company’s unfunded amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”) were $61 and $1,586, respectively, and $1,712 and $4,694 for the nine months ended September 30, 2023 and 2022, respectively. No discretionary contributions were made to the DCP during the three and nine months ended September 30, 2023 and 2022. As of September 30, 2023 and December 31, 2022, phantom shares of the Company’s Class B Common Stock issuable by the DCP were 17,911,610 and 21,587,831, respectively. The total liabilities related to the DCP is included in the consolidated balance sheets as follows: September 30, 2023 December 31, 2022 Accruals and other current liabilities $ 2,182 $ 2,067 Deferred compensation plan liabilities 79,537 77,014 Total DCP liabilities $ 81,719 $ 79,081 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Common Stock | Common Stock BSY Stock Repurchase Program On May 11, 2022, the Company announced that its Board of Directors approved the BSY Stock Repurchase Program (the “Repurchase Program”) authorizing the Company to repurchase up to $200,000 of the Company’s Class B Common Stock through June 30, 2024. On December 14, 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 shares and 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 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 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 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. The Company did not repurchase shares under the Repurchase Program for the nine months ended September 30, 2023. For the nine months ended September 30, 2022, the Company repurchased 896,126 shares for $28,250 under the Repurchase Program. As of September 30, 2023, $169,752 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. Common Stock Issuances, Sales, and Repurchases For the nine months ended September 30, 2023, the Company issued 2,422,082 shares of Class B Common Stock to colleagues who exercised their stock options, net of 234,472 shares withheld at exercise to pay for the cost of the stock options, as well as for $6,408 of applicable income tax withholdings. The Company received $10,590 in proceeds from the exercise of stock options. For the nine months ended September 30, 2022, the Company issued 2,272,603 shares of Class B Common Stock to colleagues who exercised their stock options, net of 362,826 shares withheld at exercise to pay for the cost of the stock options, as well as for $8,459 of applicable income tax withholdings. The Company received $6,855 in proceeds from the exercise of stock options. For the nine months ended September 30, 2022, the Company issued 185,178 shares of Class B Common Stock related to the exercise of acquisition options, net of 714,822 shares withheld at exercise to pay for the cost of the options. The Company did not receive any proceeds from the exercise of these options. For the nine months ended September 30, 2023 and 2022, the Company issued 171,510 and 284,992 shares of Class B Common Stock, respectively, in connection with Bonus Plan incentive compensation, net of shares withheld. Of the total 306,824 shares awarded for the nine months ended September 30, 2023, 135,314 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $5,756. Of the total 409,108 shares awarded for the nine months ended September 30, 2022, 124,116 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $5,197. For the nine months ended September 30, 2023 and 2022, the Company issued 2,845,448 and 3,523,386 shares of Class B Common Stock, respectively, to DCP participants in connection with distributions from the plan. The distribution in shares for the nine months ended September 30, 2023 totaled 3,781,387 shares of which 935,939 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $38,456. The distribution in shares for the nine months ended September 30, 2022 totaled 4,023,718 shares of which 500,332 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $24,246. Dividends The Company declared cash dividends during the periods presented as follows: Dividend Per Share Amount 2023: Third quarter $ 0.05 $ 14,768 Second quarter 0.05 14,702 First quarter 0.05 14,522 2022: Third quarter $ 0.03 $ 8,592 Second quarter 0.03 8,678 First quarter 0.03 8,353 Global Employee Stock Purchase Plan During the nine months ended September 30, 2023, colleagues who elected to participate in the Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”) purchased a total of 315,840 shares of Class B Common Stock, net of shares withheld, resulting in cash proceeds to the Company of $9,988. Of the total 333,324 shares purchased, 17,484 shares were sold back to the Company to pay for applicable income tax withholdings of $845. During the nine months ended September 30, 2022, colleagues who elected to participate in the ESPP purchased a total of 307,406 shares of Class B Common Stock, net of shares withheld, resulting in cash proceeds to the Company of $10,335. Of the total 314,471 shares purchased, 7,065 shares were sold back to the Company to pay for applicable income tax withholdings of $273. As of September 30, 2023 and December 31, 2022, $2,923 and $5,230 of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively. As of September 30, 2023, shares of Class B Common Stock available for future issuance under the ESPP were 24,272,038. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of the following during the three months ended September 30, 2023 and 2022: Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, June 30, 2023 $ (87,530) $ (298) $ (87,828) Other comprehensive (loss) income, before taxes (7,294) 2 (7,292) Tax expense — (8) (8) Other comprehensive loss, net of taxes (7,294) (6) (7,300) Balance, September 30, 2023 $ (94,824) $ (304) $ (95,128) Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, June 30, 2022 $ (88,250) $ (881) $ (89,131) Other comprehensive (loss) income, before taxes (12,809) 16 (12,793) Tax expense — (5) (5) Other comprehensive (loss) income, net of taxes (12,809) 11 (12,798) Balance, September 30, 2022 $ (101,059) $ (870) $ (101,929) Accumulated other comprehensive loss consists of the following during the nine months ended September 30, 2023 and 2022: Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, December 31, 2022 $ (89,408) $ (332) $ (89,740) Other comprehensive (loss) income, before taxes (5,416) 43 (5,373) Tax expense — (15) (15) Other comprehensive (loss) income, net of taxes (5,416) 28 (5,388) Balance, September 30, 2023 $ (94,824) $ (304) $ (95,128) Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, December 31, 2021 $ (90,867) $ (907) $ (91,774) Other comprehensive (loss) income, before taxes (10,192) 52 (10,140) Tax expense — (15) (15) Other comprehensive (loss) income, net of taxes (10,192) 37 (10,155) Balance, September 30, 2022 $ (101,059) $ (870) $ (101,929) |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Total stock‑based compensation expense consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Restricted stock and restricted stock units (“RSUs”) expense $ 13,988 $ 10,441 $ 41,441 $ 25,003 Bonus Plan expense (see Note 11) 3,847 7,305 11,729 21,444 ESPP expense (see Note 13) 634 565 1,809 2,394 Stock grants expense — — 600 450 Stock option expense — 395 343 1,762 DCP elective participant deferrals expense (1) (see Note 12) 35 85 170 306 Total stock-based compensation expense (2) $ 18,504 $ 18,791 $ 56,092 $ 51,359 (1) DCP elective participant deferrals expense excludes deferred incentive bonus payable pursuant to the Bonus Plan. (2) As of September 30, 2023 and December 31, 2022, $4,656 and $7,300 remained in Accruals and other current liabilities in the consolidated balance sheets, respectively. Total stock‑based compensation expense is included in the consolidated statements of operations as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cost of subscriptions and licenses $ 1,254 $ 757 $ 3,420 $ 1,927 Cost of services 671 460 2,385 1,407 Research and development 4,977 6,754 14,687 17,693 Selling and marketing 3,244 2,014 9,057 5,657 General and administrative 8,358 8,806 26,543 24,675 Total stock-based compensation expense $ 18,504 $ 18,791 $ 56,092 $ 51,359 Stock Options The following is a summary of stock option activity and related information under the Company’s applicable equity incentive plans: Weighted Weighted Average Average Remaining Aggregate Stock Exercise Price Contractual Intrinsic Options Per Share Life (in years) Value Outstanding, December 31, 2022 3,794,515 $ 5.57 Exercised (2,656,554) 5.50 Forfeited and expired (17,500) 5.68 Outstanding, September 30, 2023 1,120,461 $ 5.74 0.5 $ 49,771 Exercisable, September 30, 2023 1,120,461 $ 5.74 0.5 $ 49,771 For the nine months ended September 30, 2023 and 2022, the Company received cash proceeds of $10,590 and $6,855, respectively, related to the exercise of stock options. The total intrinsic value of stock options exercised for the nine months ended September 30, 2023 and 2022 was $102,667 and $89,532, respectively. As of September 30, 2023, there was no remaining unrecognized compensation expense related to unvested stock options. Restricted Stock and RSUs Under the equity incentive plans, the Company may grant both time‑based and performance‑based shares of restricted Class B Common Stock and RSUs to eligible colleagues. Time‑based awards generally vest ratably on each of the first four anniversaries of the grant date. Performance‑based awards vesting is determined by the achievement of certain business profitability and growth targets, including growth in annualized recurring revenues (“ARR”), and actual bookings for perpetual licenses and non‑recurring services, among others. Performance targets are generally set for performance periods of one year to three years. The following is a summary of unvested restricted stock and RSU activity and related information under the Company’s applicable equity incentive plans: Time- Performance- Based Based Time- Weighted Weighted Total Based Average Average Restricted Restricted Performance- Grant Date Grant Date Stock Stock Based Fair Value Fair Value and RSUs and RSUs RSUs Per Share Per Share Unvested, December 31, 2022 3,068,851 2,706,078 (3) 362,773 (4) $ 36.67 $ 38.21 Granted 1,199,644 (1) 1,003,180 196,464 (5) 41.17 39.03 Vested (780,084) (622,924) (157,160) 33.46 38.20 Forfeited and canceled (180,944) (143,620) (37,324) 33.16 33.41 Unvested, September 30, 2023 3,307,467 (2) 2,942,714 364,753 39.06 39.15 (1) For the nine months ended September 30, 2023, the Company only granted RSUs. (2) Includes 59,089 RSUs which are expected to be settled in cash. (3) Includes 199,076 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) Primarily relates to the 2022 annual performance period, except for 185,186 performance‑based RSUs granted during the year ended December 31, 2022 with extraordinary terms, which are described below. (5) Primarily relates to the 2023 annual performance period, except for 13,367 additional shares earned based on the achievement of 2022 performance goals for performance‑based RSUs granted during the year ended December 31, 2022. During the year ended December 31, 2022, the Company granted 185,186 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 and 2024, will be Adjusted operating income inclusive of stock-based compensation expense (“Adjusted OI w/SBC”) margin, excluding the impact of 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 2022 Adjusted EBITDA margin target for the performance‑based RSUs was met. In 2016, the Company granted RSUs subject to performance‑based vesting as determined by the achievement of certain business growth targets. Certain colleagues elected to defer delivery of such shares upon vesting. During the nine months ended September 30, 2023 and 2022, 1,562 and 10,888 shares, respectively, were delivered to colleagues, and 28 and 23 additional shares, respectively, were earned as a result of dividends. As of September 30, 2023 and December 31, 2022, 7,829 and 9,363 shares, respectively, of these vested and deferred RSUs remained outstanding. The weighted average grant date fair values of RSUs granted were $40.82 and $38.68, for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, restricted stock and RSUs were issued net of 137,675 and 81,301 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $6,062 and $3,208, respectively. Stock Grants For the nine months ended September 30, 2023 and 2022, the Company granted 12,639 and 13,632 fully vested shares of Class B Common Stock, respectively, with a fair value of $600 and $450, respectively. Equity Awards Subsequent to September 30, 2023 In October 2023, the Company granted 265,759 time‑based RSUs, which generally vest ratably on each of the first four anniversaries of the grant date. The unrecognized compensation expense related to these RSUs is approximately $13,000, which is expected to be recognized over a weighted average period of approximately 4.0 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following is a summary of Income before income taxes , Provision for income taxes , and effective tax rate for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Income before income taxes $ 69,585 $ 47,342 $ 169,353 $ 159,125 Provision for income taxes $ 16,514 $ 9,664 $ 22,107 $ 8,221 Effective tax rate 23.7 % 20.4 % 13.1 % 5.2 % For the three months ended September 30, 2023, the effective tax rate was higher compared to the prior year period primarily due to an increase in the forecasted effective tax rate impact of the U.S. Global Intangible Low-Taxed Income (“GILTI”) inclusion due to the mandatory capitalization of research and development expenses for U.S. tax purposes. For the three months ended September 30, 2023 and 2022, the Company recorded discrete tax benefits of $4,428 and $4,280, respectively, primarily associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions. For the nine months ended September 30, 2023, the effective tax rate was higher compared to the prior year period primarily due to an increase in the forecasted effective tax rate impact of the GILTI inclusion due to the mandatory capitalization of research and development expenses for U.S. tax purposes and a decrease in discrete tax benefits recognized in the current year period. For the nine months ended September 30, 2023 and 2022, the Company recorded discrete tax benefits of $31,895 and $36,032, respectively, primarily associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments A financial asset or liability classification is determined based on the lowest level input that is significant to the fair value measurement. The fair value hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value. The Company’s financial instruments include cash equivalents, account receivables, certain other assets, accounts payable, accruals, certain other current and long‑term liabilities, and long‑term debt. Current assets and current liabilities — In general, the carrying amounts reported on the Company’s consolidated balance sheets for current assets and current liabilities approximate their fair values due to the short‑term nature of those instruments. The following methods and assumptions were used by the Company in estimating its fair value measurements for Level 2 and Level 3 financial instruments as of September 30, 2023 and December 31, 2022: Acquisition contingent consideration — The fair value of these liabilities is generally determined using a cost or income approach and is measured based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. Interest rate swap — The fair value of the Company’s interest rate swap asset or liability is determined using an income approach and is measured based on the implied forward rates for the remaining term of the interest rate swap. The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy. Long-term debt — The fair value of the Company’s borrowings under its Credit Facility approximated its carrying value based upon discounted cash flows at current market rates for instruments with similar remaining terms. The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy. As of September 30, 2023, the estimated fair value of the 2026 Notes and 2027 Notes was $671,962 and $492,815, respectively. As of December 31, 2022, the estimated fair value of the 2026 Notes and 2027 Notes was $622,431 and $470,856, respectively. The estimated fair value of the 2026 Notes and 2027 Notes is based on quoted market prices of the Company’s instrument in markets that are not active and are classified as Level 2 within the fair value hierarchy. Considerable judgment is necessary to interpret the market data and develop estimates of fair values. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold, or settled. Deferred compensation plan liabilities — The fair value of deferred compensation plan liabilities, including the liability classified phantom investments in the DCP, are marked to market at the end of each reporting period. Financial assets and financial liabilities carried at fair value measured on a recurring basis consist of the following: September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 3,023 $ — $ — $ 3,023 Interest rate swap (2) — 41,302 — 41,302 Total assets $ 3,023 $ 41,302 $ — $ 44,325 Liabilities: Acquisition contingent consideration (3) $ — $ — $ 3 $ 3 Deferred compensation plan liabilities (4) 81,719 — — 81,719 Cash-settled equity awards (3) 715 — — 715 Total liabilities $ 82,434 $ — $ 3 $ 82,437 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 19 $ — $ — $ 19 Interest rate swap (2) — 37,200 — 37,200 Total assets $ 19 $ 37,200 $ — $ 37,219 Liabilities: Acquisition contingent consideration (3) $ — $ — $ 1,196 $ 1,196 Deferred compensation plan liabilities (4) 79,081 — — 79,081 Cash-settled equity awards (3) 536 — — 536 Total liabilities $ 79,617 $ — $ 1,196 $ 80,813 (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 Accruals and other current liabilities in the consolidated balance sheets. (4) Included in Deferred compensation plan liabilities , except for current liabilities of $2,182 and $2,067 as of September 30, 2023 and December 31, 2022, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets. The following is a reconciliation of the changes in fair value of the Company’s financial liabilities which have been classified as Level 3 in the fair value hierarchy: Nine Months Ended Year Ended September 30, 2023 December 31, 2022 Balance, beginning of year $ 1,196 $ 6,613 Payments (1,206) (5,261) Addition — 1,390 Change in fair value — (1,427) Foreign currency translation adjustments 13 (119) Balance, end of period $ 3 $ 1,196 The Company did not have any transfers between levels within the fair value hierarchy. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments — In the normal course of business, the Company enters into various purchase commitments for goods and services. During the nine months ended September 30, 2023, the Company entered into approximately $158,000 of non‑cancelable future cash purchase commitments for services related to cloud provisioning of the Company’s software solutions and for other software costs through May 2026 and September 2028, respectively. As of September 30, 2023, the non‑cancelable future cash purchase commitments were approximately $137,000. 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. |
Geographic Data
Geographic Data | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Geographic Data | Geographic Data Revenues by geographic region are presented in Note 3. Long‑lived assets (other than goodwill), net of depreciation and amortization by geographic region (see Notes 5, 6, and 8) are as follows: September 30, 2023 December 31, 2022 Americas (1) $ 152,822 $ 164,729 EMEA 37,103 32,372 APAC 149,797 167,670 Total long-lived assets $ 339,722 $ 364,771 (1) Americas includes the U.S., Canada, and Latin America (including the Caribbean). |
Other Income, Net
Other Income, Net | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | Other Income, Net Other income, net consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Gain (loss) from: Change in fair value of interest rate swap (see Note 17) $ 4,765 $ 9,828 $ 4,102 $ 29,318 Foreign exchange (1) (3,154) (11,027) 404 (18,815) Sale of aircraft (see Note 5) — — — 2,029 Change in fair value of acquisition contingent consideration (see Note 17) — 506 — 6 Receipts related to interest rate swap 2,336 752 6,420 475 Other income (expense), net (2) 2,006 873 (3,719) 1,780 Total other income, net $ 5,953 $ 932 $ 7,207 $ 14,793 (2) Other income (expense), net includes investment impairment charges of $(7,318) for the nine months ended September 30, 2023, partially offset by gains on investments of $2,360 recorded during the three months ended September 30, 2023 (see Note 7). |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per ShareThe Company issues certain performance-based RSUs determined to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of the Company’s declaration of a dividend for common shares. As of September 30, 2023 and 2022, there were 364,753 and 362,773 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. For the Company’s diluted net income per share numerator, interest expense, net of tax, attributable to the assumed conversion of the convertible senior notes is added back to basic net income attributable to common stockholders. For the Company’s diluted net income per share denominator, the basic weighted average number of shares is adjusted for the effect of dilutive securities, including awards under the Company’s equity compensation plans and ESPP, and for the dilutive effect of the assumed conversion of the convertible senior notes. Diluted net income per share attributable to common stockholders is computed by dividing diluted net income attributable to common stockholders by the weighted average number of fully diluted common shares. Except with respect to voting and conversion, the rights of the holders of the Company’s Class A Common Stock and the Company’s Class B Common Stock are identical. Each class of shares has the same rights to dividends and allocation of income (loss) and, therefore, net income per share would not differ under the two‑class method. The details of basic and diluted net income per share are as follows : Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator: Net income $ 53,027 $ 36,997 $ 147,202 $ 149,058 Less: Net income attributable to participating securities (18) (11) (56) (31) Net income attributable to Class A and Class B common stockholders, basic 53,009 36,986 147,146 149,027 Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes 1,716 832 5,157 5,116 Net income attributable to Class A and Class B common stockholders, diluted $ 54,725 $ 37,818 $ 152,303 $ 154,143 Denominator: Weighted average shares, basic 313,069,132 310,116,104 311,915,808 308,959,801 Dilutive effect of stock options, restricted stock, and RSUs 2,115,802 4,126,936 2,534,773 5,278,839 Dilutive effect of ESPP 6,466 168,518 60,526 171,571 Dilutive effect of assumed conversion of convertible senior notes 17,633,786 10,758,825 17,633,786 17,667,623 Weighted average shares, diluted 332,825,186 325,170,383 332,144,893 332,077,834 Net income per share, basic $ 0.17 $ 0.12 $ 0.47 $ 0.48 Net income per share, diluted $ 0.16 $ 0.12 $ 0.46 $ 0.46 The following potential common shares were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti‑dilutive for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 RSUs — 297,789 — 279,789 Convertible senior notes — 6,908,798 — — Total anti-dilutive securities — 7,206,587 — 279,789 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income | $ 53,027 | $ 36,997 | $ 147,202 | $ 149,058 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements include the accounts of Bentley Systems, Incorporated and its wholly-owned subsidiaries (“Bentley Systems, Incorporated” or the “Company”), and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements. |
Consolidation | These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2022 Annual Report on Form 10 ‑ K. In management’s opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal, recurring and non-recurring adjustments) that were considered necessary for the fair statement of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods indicated. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ materially from those estimates. The December 31, 2022 consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements. |
Reclassification | Certain reclassifications of prior period amounts have been made to conform to the current period presentation. For the three and nine months ended September 30, 2023, payments related to the Company’s interest rate swap were recognized in Other income (expense), net in the consolidated statements of operations and the corresponding prior period amounts, which were previously recognized in Interest expense, net , were reclassified to conform to the current period presentation. For the three and nine months ended September 30, 2022, the amounts reclassified were not material, and Income before income taxes and Net income in the consolidated statements of operations did not change as a result of these reclassifications. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Guidance In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020‑04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020‑04”), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020‑04 applies only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform between March 12, 2020 and December 31, 2022. In December 2022, the FASB issued ASU No. 2022‑06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting by extending the sunset date of Topic 848 to December 31, 2024. The expedients and exceptions provided by these ASUs do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company adopted these ASUs during the second quarter of 2023 (see Note 10) and the adoption did not have a material impact on the Company’s consolidated financial statements. |
Revenue Recognition | As of September 30, 2023 and December 31, 2022, the Company’s contract assets relate to performance obligations completed in advance of the right to invoice and are included in Prepaid and other current assets |
Fair Value Measurements | A financial asset or liability classification is determined based on the lowest level input that is significant to the fair value measurement. The fair value hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value. The Company’s financial instruments include cash equivalents, account receivables, certain other assets, accounts payable, accruals, certain other current and long‑term liabilities, and long‑term debt. Current assets and current liabilities — In general, the carrying amounts reported on the Company’s consolidated balance sheets for current assets and current liabilities approximate their fair values due to the short‑term nature of those instruments. The following methods and assumptions were used by the Company in estimating its fair value measurements for Level 2 and Level 3 financial instruments as of September 30, 2023 and December 31, 2022: Acquisition contingent consideration — The fair value of these liabilities is generally determined using a cost or income approach and is measured based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. Interest rate swap — The fair value of the Company’s interest rate swap asset or liability is determined using an income approach and is measured based on the implied forward rates for the remaining term of the interest rate swap. The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy. Deferred compensation plan liabilities — The fair value of deferred compensation plan liabilities, including the liability classified phantom investments in the DCP, are marked to market at the end of each reporting period. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Type and Location | The Company’s revenues consist of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Subscriptions: Enterprise subscriptions (1) $ 111,318 $ 89,041 $ 318,896 $ 252,461 SELECT subscriptions 63,406 63,609 190,834 196,786 Term license subscriptions 96,027 82,657 298,109 259,484 Subscriptions 270,751 235,307 807,839 708,731 Perpetual licenses 11,887 9,460 33,152 31,213 Subscriptions and licenses 282,638 244,767 840,991 739,944 Services: Recurring 3,606 4,557 12,733 13,431 Other 20,368 19,008 64,048 58,759 Services 23,974 23,565 76,781 72,190 Total revenues $ 306,612 $ 268,332 $ 917,772 $ 812,134 (1) Enterprise subscriptions includes revenue attributable to Enterprise 365 (“E365”) subscriptions of $107,681 and $80,298 for the three months ended September 30, 2023 and 2022, respectively, and $301,260 and $221,801 for the nine months ended September 30, 2023 and 2022, respectively. Revenue from external customers is attributed to individual countries based upon the location of the customer. Revenues by geographic region are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Americas (1) $ 162,367 $ 141,599 $ 489,548 $ 440,218 Europe, the Middle East, and Africa (“EMEA”) 86,956 75,416 263,232 227,696 Asia-Pacific (“APAC”) 57,289 51,317 164,992 144,220 Total revenues $ 306,612 $ 268,332 $ 917,772 $ 812,134 (1) Americas includes the United States (“U.S.”), Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $129,510 and $122,372 for the three months ended September 30, 2023 and 2022, respectively, and $384,807 and $346,961 for the nine months ended September 30, 2023 and 2022, respectively. |
Schedule of Contract Assets and Contract Liabilities | Contract Assets and Contract Liabilities September 30, 2023 December 31, 2022 Contract assets $ 472 $ 575 Deferred revenues 227,004 243,073 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions Aggregate Details | The aggregate details of the Company’s acquisition activity are as follows: Acquisitions Completed during Nine Months Ended September 30, 2023 2022 Number of acquisitions 2 4 Cash paid at closing (1) $ 23,375 $ 738,810 Cash acquired (265) (19,271) Net cash paid $ 23,110 $ 719,539 (1) Of the cash paid at closing for the nine months ended September 30, 2023 and 2022, $1,000 and $3,000, respectively, was deposited into an escrow account to secure any potential indemnification and other obligations of the seller. |
Schedule of Contingent and Non-Contingent Consideration Fair Value | The fair value of the contingent consideration from acquisitions is included in the consolidated balance sheets as follows: September 30, 2023 December 31, 2022 Accruals and other current liabilities $ 3 $ 1,196 Contingent consideration from acquisitions $ 3 $ 1,196 The fair value of non-contingent consideration from acquisitions is included in the consolidated balance sheets as follows: September 30, 2023 December 31, 2022 Accruals and other current liabilities $ 3,966 $ 2,434 Other liabilities — 2,977 Non-contingent consideration from acquisitions $ 3,966 $ 5,411 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following summarizes the fair values of the assets acquired and liabilities assumed, as well as the weighted average useful lives assigned to acquired intangible assets at the respective date of each acquisition (including contingent consideration): Acquisitions Completed in Nine Months Ended Year Ended September 30, 2023 December 31, 2022 Consideration: Cash paid at closing $ 23,375 $ 763,228 Contingent consideration — 1,390 Deferred, non-contingent consideration, net 525 749 Other 56 (269) Total consideration $ 23,956 $ 765,098 Assets acquired and liabilities assumed: Cash $ 265 $ 20,221 Accounts receivable and other current assets 1,706 8,890 Operating lease right-of-use assets 397 1,237 Property and equipment — 1,316 Deferred income taxes 2,151 — Other assets 6 7 Software and technology (weighted average useful life of 3 and 5 years, respectively) 2,600 10,608 Customer relationships (weighted average useful life of 6 and 10 years, respectively) 3,900 82,278 Trademarks (weighted average useful life of 5 and 8 years, respectively) 1,000 6,972 Total identifiable assets acquired excluding goodwill 12,025 131,529 Accruals and other current liabilities (584) (4,079) Deferred revenues (4,599) (14,176) Operating lease liabilities (397) (1,237) Deferred income taxes — (5,745) Total liabilities assumed (5,580) (25,237) Net identifiable assets acquired excluding goodwill 6,445 106,292 Goodwill 17,511 658,806 Net assets acquired $ 23,956 $ 765,098 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following: September 30, 2023 December 31, 2022 Land $ 2,811 $ 2,811 Building and improvements 36,293 35,717 Computer equipment and software 64,639 54,636 Furniture, fixtures, and equipment 14,848 14,600 Aircraft 2,038 2,038 Other 93 156 Property and equipment, at cost 120,722 109,958 Less: Accumulated depreciation (82,413) (77,707) Total property and equipment, net $ 38,309 $ 32,251 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are as follows: Balance, December 31, 2022 $ 2,237,184 Acquisitions 17,511 Foreign currency translation adjustments (3,179) Other adjustments (204) Balance, September 30, 2023 $ 2,251,312 |
Schedule of Finite-Lived Intangible Assets | Details of intangible assets other than goodwill are as follows: September 30, 2023 December 31, 2022 Estimated Gross Accumulated Net Book Gross Accumulated Net Book Intangible assets subject to amortization: Software and technology 3-5 years $ 88,675 $ (55,305) $ 33,370 $ 92,390 $ (51,938) $ 40,452 Customer relationships 3-10 years 323,223 (135,237) 187,986 323,164 (114,387) 208,777 Trademarks 3-10 years 70,510 (31,979) 38,531 69,803 (26,904) 42,899 Non-compete agreements 5 years 350 (258) 92 350 (207) 143 Total intangible assets $ 482,758 $ (222,779) $ 259,979 $ 485,707 $ (193,436) $ 292,271 |
Schedule of Finite-lived Intangible Assets Amortization Expense | The aggregate amortization expense for purchased intangible assets with finite lives was reflected in the Company’s consolidated statements of operations as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cost of subscriptions and licenses $ 3,161 $ 3,129 $ 9,471 $ 9,305 Amortization of purchased intangibles 9,517 10,446 29,567 30,869 Total amortization expense $ 12,678 $ 13,575 $ 39,038 $ 40,174 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments | Investments consist of the following: September 30, 2023 December 31, 2022 Cost method investments $ 27,957 $ 22,174 Equity method investments 2,375 96 Total investments $ 30,332 $ 22,270 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | The components of operating lease cost reflected in the consolidated statements of operations were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Operating lease cost (1) $ 4,312 $ 4,703 $ 13,474 $ 15,651 Variable lease cost 1,133 1,115 3,481 3,356 Short-term lease cost — 6 — 16 Total operating lease cost $ 5,445 $ 5,824 $ 16,955 $ 19,023 (1) Operating lease cost includes rent cost related to operating leases for office facilities of $4,180 and $4,553 for the three months ended September 30, 2023 and 2022, respectively, and $12,926 and $15,120 for the nine months ended September 30, 2023 and 2022, respectively. Supplemental operating cash flow and other information related to leases was as follows: Nine Months Ended September 30, 2023 2022 Cash paid for operating leases included in operating cash flows $ 13,830 $ 14,295 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 14,794 $ 7,763 (1) Right‑of‑use assets obtained in exchange for new operating lease liabilities does not include the impact from acquisitions of $397 and $1,237 for the nine months ended September 30, 2023 and 2022, respectively. |
Accruals and Other Current Li_2
Accruals and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accruals and Other Current Liabilities | Accruals and other current liabilities consist of the following: September 30, 2023 December 31, 2022 Cloud Services Subscription (“CSS”) deposits $ 269,047 $ 201,082 Accrued benefits 36,814 35,493 Accrued compensation 34,631 40,296 Due to customers 16,738 13,720 Accrued indirect taxes 5,804 9,766 Accrued professional fees 4,152 4,984 Non-contingent consideration from acquisitions 3,966 2,434 Accrued acquisition stay bonus 3,765 9,135 Accrued cloud provisioning costs 3,469 4,224 Employee stock purchase plan contributions 2,923 5,230 Deferred compensation plan liabilities 2,182 2,067 Contingent consideration from acquisitions 3 1,196 Other accrued and current liabilities 19,934 32,421 Total accruals and other current liabilities $ 403,428 $ 362,048 |
Long_Term Debt (Tables)
Long‑Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long‑term debt consists of the following: September 30, 2023 December 31, 2022 Credit facility: Revolving loan facility due November 2025 $ 153,445 $ 345,597 Term loan due November 2025 191,250 195,000 Convertible senior notes due January 2026 (the “2026 Notes”) 687,830 687,830 Convertible senior notes due July 2027 (the “2027 Notes”) 575,000 575,000 Unamortized debt issuance costs (18,023) (22,731) Total debt 1,589,502 1,780,696 Less: Current portion of long-term debt (8,750) (5,000) Long-term debt $ 1,580,752 $ 1,775,696 |
Schedule of Interest Expense, Net | Interest expense, net consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Contractual interest expense $ (8,678) $ (7,345) $ (27,352) $ (17,092) Amortization of deferred debt issuance costs (1,823) (1,822) (5,469) (5,468) Other interest (expense) income (47) (76) 958 (1,234) Interest income 501 109 1,240 273 Interest expense, net $ (10,047) $ (9,134) $ (30,623) $ (23,521) |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Deferred Compensation Plan Liabilities | The total liabilities related to the DCP is included in the consolidated balance sheets as follows: September 30, 2023 December 31, 2022 Accruals and other current liabilities $ 2,182 $ 2,067 Deferred compensation plan liabilities 79,537 77,014 Total DCP liabilities $ 81,719 $ 79,081 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Dividends Declared | The Company declared cash dividends during the periods presented as follows: Dividend Per Share Amount 2023: Third quarter $ 0.05 $ 14,768 Second quarter 0.05 14,702 First quarter 0.05 14,522 2022: Third quarter $ 0.03 $ 8,592 Second quarter 0.03 8,678 First quarter 0.03 8,353 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss consists of the following during the three months ended September 30, 2023 and 2022: Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, June 30, 2023 $ (87,530) $ (298) $ (87,828) Other comprehensive (loss) income, before taxes (7,294) 2 (7,292) Tax expense — (8) (8) Other comprehensive loss, net of taxes (7,294) (6) (7,300) Balance, September 30, 2023 $ (94,824) $ (304) $ (95,128) Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, June 30, 2022 $ (88,250) $ (881) $ (89,131) Other comprehensive (loss) income, before taxes (12,809) 16 (12,793) Tax expense — (5) (5) Other comprehensive (loss) income, net of taxes (12,809) 11 (12,798) Balance, September 30, 2022 $ (101,059) $ (870) $ (101,929) Accumulated other comprehensive loss consists of the following during the nine months ended September 30, 2023 and 2022: Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, December 31, 2022 $ (89,408) $ (332) $ (89,740) Other comprehensive (loss) income, before taxes (5,416) 43 (5,373) Tax expense — (15) (15) Other comprehensive (loss) income, net of taxes (5,416) 28 (5,388) Balance, September 30, 2023 $ (94,824) $ (304) $ (95,128) Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, December 31, 2021 $ (90,867) $ (907) $ (91,774) Other comprehensive (loss) income, before taxes (10,192) 52 (10,140) Tax expense — (15) (15) Other comprehensive (loss) income, net of taxes (10,192) 37 (10,155) Balance, September 30, 2022 $ (101,059) $ (870) $ (101,929) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | Total stock‑based compensation expense consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Restricted stock and restricted stock units (“RSUs”) expense $ 13,988 $ 10,441 $ 41,441 $ 25,003 Bonus Plan expense (see Note 11) 3,847 7,305 11,729 21,444 ESPP expense (see Note 13) 634 565 1,809 2,394 Stock grants expense — — 600 450 Stock option expense — 395 343 1,762 DCP elective participant deferrals expense (1) (see Note 12) 35 85 170 306 Total stock-based compensation expense (2) $ 18,504 $ 18,791 $ 56,092 $ 51,359 (1) DCP elective participant deferrals expense excludes deferred incentive bonus payable pursuant to the Bonus Plan. (2) As of September 30, 2023 and December 31, 2022, $4,656 and $7,300 remained in Accruals and other current liabilities in the consolidated balance sheets, respectively. Total stock‑based compensation expense is included in the consolidated statements of operations as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cost of subscriptions and licenses $ 1,254 $ 757 $ 3,420 $ 1,927 Cost of services 671 460 2,385 1,407 Research and development 4,977 6,754 14,687 17,693 Selling and marketing 3,244 2,014 9,057 5,657 General and administrative 8,358 8,806 26,543 24,675 Total stock-based compensation expense $ 18,504 $ 18,791 $ 56,092 $ 51,359 |
Schedule of Options | The following is a summary of stock option activity and related information under the Company’s applicable equity incentive plans: Weighted Weighted Average Average Remaining Aggregate Stock Exercise Price Contractual Intrinsic Options Per Share Life (in years) Value Outstanding, December 31, 2022 3,794,515 $ 5.57 Exercised (2,656,554) 5.50 Forfeited and expired (17,500) 5.68 Outstanding, September 30, 2023 1,120,461 $ 5.74 0.5 $ 49,771 Exercisable, September 30, 2023 1,120,461 $ 5.74 0.5 $ 49,771 |
Schedule of Restricted Stock and Restricted Stock Unit Activity | The following is a summary of unvested restricted stock and RSU activity and related information under the Company’s applicable equity incentive plans: Time- Performance- Based Based Time- Weighted Weighted Total Based Average Average Restricted Restricted Performance- Grant Date Grant Date Stock Stock Based Fair Value Fair Value and RSUs and RSUs RSUs Per Share Per Share Unvested, December 31, 2022 3,068,851 2,706,078 (3) 362,773 (4) $ 36.67 $ 38.21 Granted 1,199,644 (1) 1,003,180 196,464 (5) 41.17 39.03 Vested (780,084) (622,924) (157,160) 33.46 38.20 Forfeited and canceled (180,944) (143,620) (37,324) 33.16 33.41 Unvested, September 30, 2023 3,307,467 (2) 2,942,714 364,753 39.06 39.15 (1) For the nine months ended September 30, 2023, the Company only granted RSUs. (2) Includes 59,089 RSUs which are expected to be settled in cash. (3) Includes 199,076 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) Primarily relates to the 2022 annual performance period, except for 185,186 performance‑based RSUs granted during the year ended December 31, 2022 with extraordinary terms, which are described below. (5) Primarily relates to the 2023 annual performance period, except for 13,367 additional shares earned based on the achievement of 2022 performance goals for performance‑based RSUs granted during the year ended December 31, 2022. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax | The following is a summary of Income before income taxes , Provision for income taxes , and effective tax rate for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Income before income taxes $ 69,585 $ 47,342 $ 169,353 $ 159,125 Provision for income taxes $ 16,514 $ 9,664 $ 22,107 $ 8,221 Effective tax rate 23.7 % 20.4 % 13.1 % 5.2 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Financial assets and financial liabilities carried at fair value measured on a recurring basis consist of the following: September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 3,023 $ — $ — $ 3,023 Interest rate swap (2) — 41,302 — 41,302 Total assets $ 3,023 $ 41,302 $ — $ 44,325 Liabilities: Acquisition contingent consideration (3) $ — $ — $ 3 $ 3 Deferred compensation plan liabilities (4) 81,719 — — 81,719 Cash-settled equity awards (3) 715 — — 715 Total liabilities $ 82,434 $ — $ 3 $ 82,437 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 19 $ — $ — $ 19 Interest rate swap (2) — 37,200 — 37,200 Total assets $ 19 $ 37,200 $ — $ 37,219 Liabilities: Acquisition contingent consideration (3) $ — $ — $ 1,196 $ 1,196 Deferred compensation plan liabilities (4) 79,081 — — 79,081 Cash-settled equity awards (3) 536 — — 536 Total liabilities $ 79,617 $ — $ 1,196 $ 80,813 (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 Accruals and other current liabilities in the consolidated balance sheets. (4) Included in Deferred compensation plan liabilities , except for current liabilities of $2,182 and $2,067 as of September 30, 2023 and December 31, 2022, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets. |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following is a reconciliation of the changes in fair value of the Company’s financial liabilities which have been classified as Level 3 in the fair value hierarchy: Nine Months Ended Year Ended September 30, 2023 December 31, 2022 Balance, beginning of year $ 1,196 $ 6,613 Payments (1,206) (5,261) Addition — 1,390 Change in fair value — (1,427) Foreign currency translation adjustments 13 (119) Balance, end of period $ 3 $ 1,196 |
Geographic Data (Tables)
Geographic Data (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Long-lived Assets by Geographic Areas | Long‑lived assets (other than goodwill), net of depreciation and amortization by geographic region (see Notes 5, 6, and 8) are as follows: September 30, 2023 December 31, 2022 Americas (1) $ 152,822 $ 164,729 EMEA 37,103 32,372 APAC 149,797 167,670 Total long-lived assets $ 339,722 $ 364,771 (1) Americas includes the U.S., Canada, and Latin America (including the Caribbean). |
Other Income, Net (Tables)
Other Income, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income, net consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Gain (loss) from: Change in fair value of interest rate swap (see Note 17) $ 4,765 $ 9,828 $ 4,102 $ 29,318 Foreign exchange (1) (3,154) (11,027) 404 (18,815) Sale of aircraft (see Note 5) — — — 2,029 Change in fair value of acquisition contingent consideration (see Note 17) — 506 — 6 Receipts related to interest rate swap 2,336 752 6,420 475 Other income (expense), net (2) 2,006 873 (3,719) 1,780 Total other income, net $ 5,953 $ 932 $ 7,207 $ 14,793 (2) Other income (expense), net includes investment impairment charges of $(7,318) for the nine months ended September 30, 2023, partially offset by gains on investments of $2,360 recorded during the three months ended September 30, 2023 (see Note 7). |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income Per Share, Basic and Diluted | The details of basic and diluted net income per share are as follows : Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator: Net income $ 53,027 $ 36,997 $ 147,202 $ 149,058 Less: Net income attributable to participating securities (18) (11) (56) (31) Net income attributable to Class A and Class B common stockholders, basic 53,009 36,986 147,146 149,027 Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes 1,716 832 5,157 5,116 Net income attributable to Class A and Class B common stockholders, diluted $ 54,725 $ 37,818 $ 152,303 $ 154,143 Denominator: Weighted average shares, basic 313,069,132 310,116,104 311,915,808 308,959,801 Dilutive effect of stock options, restricted stock, and RSUs 2,115,802 4,126,936 2,534,773 5,278,839 Dilutive effect of ESPP 6,466 168,518 60,526 171,571 Dilutive effect of assumed conversion of convertible senior notes 17,633,786 10,758,825 17,633,786 17,667,623 Weighted average shares, diluted 332,825,186 325,170,383 332,144,893 332,077,834 Net income per share, basic $ 0.17 $ 0.12 $ 0.47 $ 0.48 Net income per share, diluted $ 0.16 $ 0.12 $ 0.46 $ 0.46 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential common shares were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti‑dilutive for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 RSUs — 297,789 — 279,789 Convertible senior notes — 6,908,798 — — Total anti-dilutive securities — 7,206,587 — 279,789 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Schedule of Revenue Disaggregation by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 306,612 | $ 268,332 | $ 917,772 | $ 812,134 |
Subscriptions and licenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 282,638 | 244,767 | 840,991 | 739,944 |
Subscriptions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 270,751 | 235,307 | 807,839 | 708,731 |
Enterprise subscriptions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 111,318 | 89,041 | 318,896 | 252,461 |
SELECT subscriptions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 63,406 | 63,609 | 190,834 | 196,786 |
Term license subscriptions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 96,027 | 82,657 | 298,109 | 259,484 |
Perpetual licenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11,887 | 9,460 | 33,152 | 31,213 |
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 23,974 | 23,565 | 76,781 | 72,190 |
Recurring | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,606 | 4,557 | 12,733 | 13,431 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,368 | 19,008 | 64,048 | 58,759 |
Enterprise subscriptions, E365 | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 107,681 | $ 80,298 | $ 301,260 | $ 221,801 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 306,612,000 | $ 268,332,000 | $ 917,772,000 | $ 812,134,000 | |
Contract asset impairment | 0 | $ 0 | |||
Contract with customer, liability, revenue recognized | 183,335,000 | 174,194,000 | |||
Contract with customer liability additions | 169,368,000 | $ 158,125,000 | |||
Deferred revenues | $ 227,004,000 | $ 227,004,000 | 243,073,000 | ||
Channel Partners | Revenue Benchmark | Customer Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 8% | 7% | 7% | 7% | |
Licenses | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 147,340,000 | $ 125,140,000 | $ 444,186,000 | $ 380,237,000 | |
Term Licenses | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 135,453,000 | $ 115,680,000 | 411,034,000 | $ 349,024,000 | |
Portfolio Balancing | |||||
Disaggregation of Revenue [Line Items] | |||||
Deferred revenues | $ 17,873,000 | $ 17,873,000 | $ 17,338,000 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Schedule of Revenue Disaggregation by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 306,612 | $ 268,332 | $ 917,772 | $ 812,134 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 162,367 | 141,599 | 489,548 | 440,218 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 129,510 | 122,372 | 384,807 | 346,961 |
Europe, the Middle East, and Africa (“EMEA”) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 86,956 | 75,416 | 263,232 | 227,696 |
Asia-Pacific (“APAC”) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 57,289 | $ 51,317 | $ 164,992 | $ 144,220 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Schedule of Contract Assets and Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 472 | $ 575 |
Deferred revenues | $ 227,004 | $ 243,073 |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Performance Obligation (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation amount | $ 227,004 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent to be recognized over next twelve months | 93% |
Remaining performance obligation expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation expected timing of satisfaction period |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions Aggregate Details (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) acquisition | Sep. 30, 2022 USD ($) acquisition | Dec. 31, 2022 USD ($) | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Net cash paid | $ 23,110 | $ 719,539 | |
Escrow deposit | $ 1,000 | $ 3,000 | |
Series of Individually Immaterial Business Acquisitions | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Number of acquisitions | acquisition | 2 | 4 | |
Cash paid at closing | $ 23,375 | $ 738,810 | $ 763,228 |
Cash acquired | (265) | (19,271) | |
Net cash paid | $ 23,110 | $ 719,539 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) acquisition | Sep. 30, 2022 USD ($) | Dec. 31, 2022 acquisition | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Net cash paid | $ 23,110 | $ 719,539 | ||||
Power Line Systems | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Net cash paid | $ 695,968 | |||||
Acquisition and integration costs | $ 350 | 10,149 | ||||
Series of Individually Immaterial Business Acquisitions | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Net cash paid | $ 23,110 | 719,539 | ||||
Number business acquired pending purchase accounting adjustments | acquisition | 1 | 1 | ||||
Acquisition and integration costs | $ 0 | $ 0 | $ 5,803 | $ 10,824 | ||
Goodwill from acquisition, expected tax deductible amount | $ 7,289 | $ 7,289 |
Acquisitions - Schedule of Cont
Acquisitions - Schedule of Contingent and Non-Contingent Consideration Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Accruals and other current liabilities | $ 3 | $ 1,196 |
Accruals and other current liabilities | 3,966 | 2,434 |
Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Accruals and other current liabilities | 3 | 1,196 |
Contingent consideration from acquisitions | 3 | 1,196 |
Accruals and other current liabilities | 3,966 | 2,434 |
Other liabilities | 0 | 2,977 |
Non-contingent consideration from acquisitions | $ 3,966 | $ 5,411 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Assets acquired and liabilities assumed: | |||
Deferred income taxes | $ 2,151 | $ 0 | |
Goodwill | 2,251,312 | 2,237,184 | |
Series of Individually Immaterial Business Acquisitions | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash paid at closing | 23,375 | $ 738,810 | 763,228 |
Contingent consideration | 0 | 1,390 | |
Deferred, non-contingent consideration, net | 525 | 749 | |
Other | 56 | (269) | |
Total consideration | 23,956 | 765,098 | |
Assets acquired and liabilities assumed: | |||
Cash | 265 | 20,221 | |
Accounts receivable and other current assets | 1,706 | 8,890 | |
Operating lease right-of-use assets | 397 | 1,237 | |
Property and equipment | 0 | 1,316 | |
Other assets | 6 | 7 | |
Total identifiable assets acquired excluding goodwill | 12,025 | 131,529 | |
Accruals and other current liabilities | (584) | (4,079) | |
Deferred revenues | (4,599) | (14,176) | |
Operating lease liabilities | (397) | (1,237) | |
Deferred income taxes | 0 | (5,745) | |
Total liabilities assumed | (5,580) | (25,237) | |
Net identifiable assets acquired excluding goodwill | 6,445 | 106,292 | |
Goodwill | 17,511 | 658,806 | |
Net assets acquired | 23,956 | 765,098 | |
Series of Individually Immaterial Business Acquisitions | Software and technology | |||
Assets acquired and liabilities assumed: | |||
Finite-lived intangibles | 2,600 | 10,608 | |
Series of Individually Immaterial Business Acquisitions | Customer relationships | |||
Assets acquired and liabilities assumed: | |||
Finite-lived intangibles | 3,900 | 82,278 | |
Series of Individually Immaterial Business Acquisitions | Trademarks | |||
Assets acquired and liabilities assumed: | |||
Finite-lived intangibles | $ 1,000 | $ 6,972 | |
Series of Individually Immaterial Business Acquisitions | Weighted Average | Software and technology | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | 5 years | |
Series of Individually Immaterial Business Acquisitions | Weighted Average | Customer relationships | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life | 6 years | 10 years | |
Series of Individually Immaterial Business Acquisitions | Weighted Average | Trademarks | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | 8 years |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 120,722 | $ 109,958 |
Less: Accumulated depreciation | (82,413) | (77,707) |
Total property and equipment, net | 38,309 | 32,251 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 2,811 | 2,811 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 36,293 | 35,717 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 64,639 | 54,636 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 14,848 | 14,600 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 2,038 | 2,038 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 93 | $ 156 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 01, 2022 | Jan. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation expense | $ 3,135 | $ 2,613 | $ 8,769 | $ 8,025 | ||
Proceeds from sale of aircraft | $ 0 | 2,380 | ||||
Aircraft | Entity Controlled By CEO | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Sale of interest percent | 50% | |||||
Proceeds from sale of aircraft | $ 2,380 | |||||
Gain on disposition of property plant equipment | $ 2,029 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | $ 2,237,184 |
Acquisitions | 17,511 |
Foreign currency translation adjustments | (3,179) |
Other adjustments | (204) |
Goodwill ending balance | $ 2,251,312 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Intangible Assets Other than Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Intangible assets subject to amortization: | ||
Gross Carrying Amount | $ 482,758 | $ 485,707 |
Accumulated Amortization | (222,779) | (193,436) |
Net Book Value | 259,979 | 292,271 |
Software and technology | ||
Intangible assets subject to amortization: | ||
Gross Carrying Amount | 88,675 | 92,390 |
Accumulated Amortization | (55,305) | (51,938) |
Net Book Value | $ 33,370 | 40,452 |
Software and technology | Minimum | ||
Intangible assets subject to amortization: | ||
Estimated Useful Life | 3 years | |
Software and technology | Maximum | ||
Intangible assets subject to amortization: | ||
Estimated Useful Life | 5 years | |
Customer relationships | ||
Intangible assets subject to amortization: | ||
Gross Carrying Amount | $ 323,223 | 323,164 |
Accumulated Amortization | (135,237) | (114,387) |
Net Book Value | $ 187,986 | 208,777 |
Customer relationships | Minimum | ||
Intangible assets subject to amortization: | ||
Estimated Useful Life | 3 years | |
Customer relationships | Maximum | ||
Intangible assets subject to amortization: | ||
Estimated Useful Life | 10 years | |
Trademarks | ||
Intangible assets subject to amortization: | ||
Gross Carrying Amount | $ 70,510 | 69,803 |
Accumulated Amortization | (31,979) | (26,904) |
Net Book Value | $ 38,531 | 42,899 |
Trademarks | Minimum | ||
Intangible assets subject to amortization: | ||
Estimated Useful Life | 3 years | |
Trademarks | Maximum | ||
Intangible assets subject to amortization: | ||
Estimated Useful Life | 10 years | |
Non-compete agreements | ||
Intangible assets subject to amortization: | ||
Estimated Useful Life | 5 years | |
Gross Carrying Amount | $ 350 | 350 |
Accumulated Amortization | (258) | (207) |
Net Book Value | $ 92 | $ 143 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Cost of subscriptions and licenses | $ 3,161 | $ 3,129 | $ 9,471 | $ 9,305 |
Amortization of purchased intangibles | 9,517 | 10,446 | 29,567 | 30,869 |
Total amortization expense | $ 12,678 | $ 13,575 | $ 39,038 | $ 40,174 |
Investments - Schedule of Inves
Investments - Schedule of Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Cost method investments | $ 27,957 | $ 22,174 |
Equity method investments | 2,375 | 96 |
Total investments | $ 30,332 | $ 22,270 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Impairment of cost method investment | $ 7,318 | $ 7,318 | |||
Gain on sale of investments | $ 2,360 | ||||
Payments to acquire cost method investments | 12,591 | ||||
Cost method investments | 27,957 | 27,957 | $ 22,174 | ||
Worldsensing | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Payments to acquire cost method investments | 8,928 | $ 11,130 | |||
Cost method investments | 8,928 | 8,928 | |||
Teralytics Investment | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Payments to acquire cost method investments | 14,921 | ||||
Cost method investments | $ 7,270 | 7,270 | $ 11,130 | ||
Digital Construction Works, Inc. | Equity Method Investee | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Payments to acquire equity method investments | $ 2,261 | $ 1,700 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Operating lease, weighted average remaining lease term | 4 years 8 months 12 days | 3 years 10 months 24 days |
Operating lease, weighted average discount rate, percent | 4.60% | 3.40% |
Operating lease payments, leases not yet commenced | $ 961 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term (less than) | 1 year | |
Renewal term | 1 year | |
Termination period (less than) | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term (less than) | 10 years | |
Renewal term | 5 years | |
Termination period (less than) | 5 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 4,312 | $ 4,703 | $ 13,474 | $ 15,651 |
Variable lease cost | 1,133 | 1,115 | 3,481 | 3,356 |
Short-term lease cost | 0 | 6 | 0 | 16 |
Total operating lease cost | 5,445 | 5,824 | 16,955 | 19,023 |
Payments for rent | $ 4,180 | $ 4,553 | $ 12,926 | $ 15,120 |
Leases - Schedule of Other Info
Leases - Schedule of Other Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Cash paid for operating leases included in operating cash flows | $ 13,830 | $ 14,295 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 14,794 | 7,763 |
Series of Individually Immaterial Business Acquisitions | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets obtained in exchange for lease liabilities, business acquisitions | $ 397 | $ 1,237 |
Accruals and Other Current Li_3
Accruals and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Cloud Services Subscription (“CSS”) deposits | $ 269,047 | $ 201,082 |
Accrued benefits | 36,814 | 35,493 |
Accrued compensation | 34,631 | 40,296 |
Due to customers | 16,738 | 13,720 |
Accrued indirect taxes | 5,804 | 9,766 |
Accrued professional fees | 4,152 | 4,984 |
Non-contingent consideration from acquisitions | 3,966 | 2,434 |
Accrued acquisition stay bonus | 3,765 | 9,135 |
Accrued cloud provisioning costs | 3,469 | 4,224 |
Employee stock purchase plan contributions | 2,923 | 5,230 |
Deferred compensation plan liabilities | 2,182 | 2,067 |
Contingent consideration from acquisitions | 3 | 1,196 |
Other accrued and current liabilities | 19,934 | 32,421 |
Total accruals and other current liabilities | $ 403,428 | $ 362,048 |
Long_Term Debt - Schedule of Lo
Long‑Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (18,023) | $ (22,731) |
Total debt | 1,589,502 | 1,780,696 |
Less: Current portion of long-term debt | (8,750) | (5,000) |
Long-term debt | 1,580,752 | 1,775,696 |
Senior Notes Due January 2026 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 687,830 | 687,830 |
Senior Notes Due July 2027 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 575,000 | 575,000 |
Revolving Credit Facility | November 2025 Notes | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 153,445 | 345,597 |
Secured Debt | November 2025 Notes | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 191,250 | $ 195,000 |
Long_Term Debt - Narrative (Det
Long‑Term Debt - Narrative (Details) | 3 Months Ended | 9 Months Ended | 21 Months Ended | 23 Months Ended | |||||
Apr. 02, 2020 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 | Dec. 31, 2023 USD ($) | Nov. 15, 2025 USD ($) | Jun. 26, 2023 | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 1,589,502,000 | $ 1,589,502,000 | $ 1,780,696,000 | ||||||
Interest Rate Swap | Not Designated as Hedging Instrument | |||||||||
Debt Instrument [Line Items] | |||||||||
Derivative notional amount | $ 200,000,000 | ||||||||
Term of contract | 10 years | ||||||||
Fixed interest rate | 0.729% | ||||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap | Not Designated as Hedging Instrument | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.11448% | ||||||||
Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining borrowing capacity | 696,405,000 | 696,405,000 | 504,253,000 | ||||||
Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Accordion feature, increase limit | $ 200,000,000 | $ 200,000,000 | |||||||
Revolving Credit Facility | Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowings guaranteed through stock of foreign subsidiaries percentage | 0.65 | 0.65 | |||||||
Revolving Credit Facility | New Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 850,000,000 | $ 850,000,000 | |||||||
Debt covenant, cross-defaults of other debt threshold | 50,000,000 | ||||||||
Debt covenant, judgment defaults threshold | $ 10,000,000 | ||||||||
Weighted average interest rate over time | 7.44% | 4.34% | 7.04% | 3.20% | |||||
Letter of Credit | Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 | |||||||
Multi‑Currency Swing‑Line Sub‑Facility | Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 85,000,000 | $ 85,000,000 | |||||||
Multi‑Currency Swing‑Line Sub‑Facility | Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.035% | ||||||||
Multi‑Currency Swing‑Line Sub‑Facility | Credit Facility | Line of Credit | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.25% | ||||||||
Multi‑Currency Swing‑Line Sub‑Facility | Credit Facility | Line of Credit | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | ||||||||
Secured Debt | 2021 Term Loan | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | 200,000,000 | $ 200,000,000 | |||||||
Secured Debt | March 31,2022 - December 31, 2023 | 2021 Term Loan | Line of Credit | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of term loan per quarter | $ 1,250,000 | ||||||||
Secured Debt | March 31, 2024 - November 14, 2025 | 2021 Term Loan | Line of Credit | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of term loan per quarter | $ 2,500,000 | ||||||||
Letters of Credit And Surety Bonds | Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 150,000 | $ 150,000 | $ 150,000 | ||||||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.10% | ||||||||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Overnight Bank Funding Effective Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Unused capacity, commitment fee percentage | 0.20% | ||||||||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.25% | ||||||||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Minimum | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.25% | ||||||||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Unused capacity, commitment fee percentage | 0.30% | ||||||||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | ||||||||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Maximum | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.25% | ||||||||
Revolving Credit Facility - Non-Euro Currency | 2021 Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.10% | ||||||||
Revolving Credit Facility - Non-Euro Currency | 2021 Term Loan | Overnight Bank Funding Effective Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Revolving Credit Facility - Non-Euro Currency | 2021 Term Loan | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1% | ||||||||
Revolving Credit Facility - Non-Euro Currency | 2021 Term Loan | Minimum | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0% | ||||||||
Revolving Credit Facility - Non-Euro Currency | 2021 Term Loan | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2% | ||||||||
Revolving Credit Facility - Non-Euro Currency | 2021 Term Loan | Maximum | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1% |
Long_Term Debt - Schedule of In
Long‑Term Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Contractual interest expense | $ (8,678) | $ (7,345) | $ (27,352) | $ (17,092) |
Amortization of deferred debt issuance costs | (1,823) | (1,822) | (5,469) | (5,468) |
Other interest (expense) income | (47) | (76) | 958 | (1,234) |
Interest income | 501 | 109 | 1,240 | 273 |
Interest expense, net | $ (10,047) | $ (9,134) | $ (30,623) | $ (23,521) |
Executive Bonus Plan (Details)
Executive Bonus Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Bonus plan compensation expense | $ (3,160) | $ (4,576) | $ 4,763 | $ (21,873) |
Deferred Bonus | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Bonus plan compensation expense | $ 5,081 | $ 8,454 | $ 17,326 | $ 24,984 |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Details) - Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits - Nonqualified Plan - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | |||||
Deferred compensation plan (income) expense | $ (3,160,000) | $ (4,576,000) | $ 4,763,000 | $ (21,873,000) | |
DCP participant deferrals | 61,000 | 1,586,000 | 1,712,000 | 4,694,000 | |
Contributions by employer | $ 0 | $ 0 | $ 0 | $ 0 | |
Class B Common Stock | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Phantom shares issuable (in shares) | 17,911,610 | 17,911,610 | 21,587,831 |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Deferred Compensation Plan Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Defined Contribution Plan Disclosure [Line Items] | ||
Accruals and other current liabilities | $ 403,428 | $ 362,048 |
Deferred compensation plan liabilities | 79,537 | 77,014 |
Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Accruals and other current liabilities | 2,182 | 2,067 |
Deferred compensation plan liabilities | 79,537 | 77,014 |
Total DCP liabilities | $ 81,719 | $ 79,081 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | May 11, 2022 | |
Class of Stock [Line Items] | ||||||||||
Repurchases of Class B Common Stock under approved program | $ 15,008,000 | $ 28,250,000 | ||||||||
Dividends per share (USD per share) | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.03 | $ 0.03 | $ 0.03 | ||||
Employee stock purchase plan contributions | $ 2,923,000 | $ 2,923,000 | $ 5,230,000 | |||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Repurchase of Class B common stock under approved program (in shares) | 433,125 | 896,126 | ||||||||
Repurchases of Class B Common Stock under approved program | $ 4,000 | $ 9,000 | ||||||||
Shares exercised (in shares) | 185,255 | 218,018 | 2,422,082 | 2,272,603 | ||||||
ESPP | ||||||||||
Class of Stock [Line Items] | ||||||||||
Employee stock purchase plan contributions | $ 2,923,000 | $ 2,923,000 | $ 5,230,000 | |||||||
Class B Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 200,000,000 | |||||||||
Repurchase of Class B common stock under approved program (in shares) | 0 | 896,126 | ||||||||
Repurchases of Class B Common Stock under approved program | $ 28,250,000 | |||||||||
Common stock, reserved for future issuance amount | $ 169,752,000 | $ 169,752,000 | ||||||||
Class B Common Stock | Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share-based compensation tax withholding payment | $ 38,456,000 | $ 24,246,000 | ||||||||
Deferred compensation arrangement with individual, shares issued (in shares) | 2,845,448 | 3,523,386 | ||||||||
Deferred compensation arrangement with individual, shares issued, gross (in shares) | 3,781,387 | 4,023,718 | ||||||||
Shares withheld for tax withholding obligation (in shares) | 935,939 | 500,332 | ||||||||
Class B Common Stock | Bonus Plan Incentive | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares exercised, net of shares withheld (in shares) | 171,510 | 284,992 | ||||||||
Shares withheld for cost of options and tax withholding obligation (in shares) | 135,314 | 124,116 | ||||||||
Share-based compensation tax withholding payment | $ 5,756,000 | $ 5,197,000 | ||||||||
Shares exercised (in shares) | 306,824 | 409,108 | ||||||||
Class B Common Stock | Stock Option | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares exercised, net of shares withheld (in shares) | 2,422,082 | |||||||||
Shares withheld for cost of options and tax withholding obligation (in shares) | 234,472 | |||||||||
Share-based compensation tax withholding payment | $ 6,408,000 | $ 8,459,000 | ||||||||
Cash used to settle award | $ 10,590,000 | |||||||||
Class B Common Stock | Stock Option | Acquisition Options | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares exercised, net of shares withheld (in shares) | 185,178 | |||||||||
Shares withheld for cost of options and tax withholding obligation (in shares) | 714,822 | |||||||||
Cash used to settle award | $ 0 | |||||||||
Class B Common Stock | Stock Option | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares exercised, net of shares withheld (in shares) | 2,272,603 | |||||||||
Shares withheld for cost of options and tax withholding obligation (in shares) | 362,826 | |||||||||
Cash used to settle award | $ 6,855,000 | |||||||||
Class B Common Stock | ESPP | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares withheld for cost of options and tax withholding obligation (in shares) | 17,484 | 7,065 | ||||||||
Share-based compensation tax withholding payment | $ 845,000 | $ 273,000 | ||||||||
Shares issued (in shares) | 315,840 | 307,406 | ||||||||
Proceeds from issuance of common stock | $ 9,988,000 | $ 10,335,000 | ||||||||
Shares purchased (in shares) | 333,324 | 314,471 | ||||||||
Shares reserved for future issuance (in shares) | 24,272,038 | 24,272,038 |
Common Stock - Schedule of Divi
Common Stock - Schedule of Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Equity [Abstract] | ||||||
Dividends per share (USD per share) | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.03 | $ 0.03 | $ 0.03 |
Amount | $ 14,768 | $ 14,702 | $ 14,522 | $ 8,592 | $ 8,678 | $ 8,353 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other comprehensive (loss) income, before taxes | $ (7,292) | $ (12,793) | $ (5,373) | $ (10,140) |
Tax expense | (8) | (5) | (15) | (15) |
Total other comprehensive loss, net of taxes | (7,300) | (12,798) | (5,388) | (10,155) |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (87,828) | (89,131) | (89,740) | (91,774) |
Ending balance | (95,128) | (101,929) | (95,128) | (101,929) |
Foreign Currency Translations | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (87,530) | (88,250) | (89,408) | (90,867) |
Other comprehensive (loss) income, before taxes | (7,294) | (12,809) | (5,416) | (10,192) |
Tax expense | 0 | 0 | 0 | 0 |
Total other comprehensive loss, net of taxes | (7,294) | (12,809) | (5,416) | (10,192) |
Ending balance | (94,824) | (101,059) | (94,824) | (101,059) |
Accumulated (Loss) Gain on Retirement Plan | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (298) | (881) | (332) | (907) |
Other comprehensive (loss) income, before taxes | 2 | 16 | 43 | 52 |
Tax expense | (8) | (5) | (15) | (15) |
Total other comprehensive loss, net of taxes | (6) | 11 | 28 | 37 |
Ending balance | $ (304) | $ (870) | $ (304) | $ (870) |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 18,504 | $ 18,791 | $ 56,092 | $ 51,359 | |
Stock-based compensation expense accrued | 4,656 | 4,656 | $ 7,300 | ||
Cost of Sales | Subscriptions and licenses | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 1,254 | 757 | 3,420 | 1,927 | |
Cost of Sales | Services | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 671 | 460 | 2,385 | 1,407 | |
Research and development | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 4,977 | 6,754 | 14,687 | 17,693 | |
Selling and marketing | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 3,244 | 2,014 | 9,057 | 5,657 | |
General and administrative | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 8,358 | 8,806 | 26,543 | 24,675 | |
Restricted stock and restricted stock units (“RSUs”) expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 13,988 | 10,441 | 41,441 | 25,003 | |
Bonus Plan expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 3,847 | 7,305 | 11,729 | 21,444 | |
ESPP expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 634 | 565 | 1,809 | 2,394 | |
Stock grants expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 0 | 0 | 600 | 450 | |
Stock option expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 0 | 395 | 343 | 1,762 | |
DCP elective participant deferrals expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 35 | $ 85 | $ 170 | $ 306 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Outstanding Rollforward (Details) - Stock Option - 2020 Incentive Award Plan - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 | |
Stock Options | |
Beginning balance (in shares) | 3,794,515 |
Exercised (in shares) | (2,656,554) |
Forfeited and expired (in shares) | (17,500) |
Ending balance (in shares) | 1,120,461 |
Stock options, exercisable (in shares) | 1,120,461 |
Weighted Average Exercise Price Per Share | |
Beginning balance (USD per share) | $ 5.57 |
Exercised (USD per share) | 5.50 |
Forfeited and expired (USD per share) | 5.68 |
Ending balance (USD per share) | 5.74 |
Weighted average exercise price, exercisable (USD per share) | $ 5.74 |
Weighted average remaining contractual life (in years) | 6 months |
Shares exercisable, weighted average remaining contractual life (in years) | 6 months |
Aggregate intrinsic value, outstanding | $ 49,771 |
Aggregate intrinsic value, exercisable | $ 49,771 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Narrative (Details) - Stock Option - 2020 Incentive Award Plan - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Proceeds from stock options exercised | $ 10,590,000 | $ 6,855,000 |
Stock options exercised, intrinsic value | 102,667,000 | $ 89,532,000 |
Unrecognized compensation cost | $ 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock and Restricted Stock Units Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Performance Based Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 13,367 | 185,186 | |||
Performance Based Restricted Stock Units (RSUs), 2016 | Performance-Based Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Earned through dividends in period (in shares) | 28 | 23 | |||
Performance Based Restricted Stock Units (RSUs), 2016 | 2020 Incentive Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost, excluding options | $ 5,648 | ||||
Cost not yet recognized, period for recognition | 9 months 18 days | ||||
Performance Based Restricted Stock Units (RSUs), 2016 | 2020 Incentive Award Plan | Performance-Based Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Delivered in period (in shares) | 1,562 | 10,888 | |||
Shares outstanding (in shares) | 7,829 | 9,363 | |||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grant date fair value (USD per share) | $ 40.82 | $ 38.68 | |||
Restricted Stock and Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,199,644 | ||||
Shares outstanding (in shares) | 3,307,467 | 3,068,851 | |||
Shares withheld for tax withholding obligation (in shares) | 137,675 | 81,301 | |||
Share-based compensation tax withholding payment | $ 6,062 | $ 3,208 | |||
Time-Based Restricted Stock and Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,003,180 | ||||
Shares outstanding (in shares) | 2,942,714 | 2,706,078 | |||
Grant date fair value (USD per share) | $ 41.17 | ||||
Unrecognized compensation cost, excluding options | $ 82,609 | ||||
Cost not yet recognized, period for recognition | 1 year 8 months 12 days | ||||
Class B Common Stock | 2020 Incentive Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fully vested shares granted (in shares) | 12,639 | 13,632 | |||
Fully vested shares granted | $ 600 | $ 450 | |||
Time-Based Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 199,076 | ||||
Time-Based Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 265,759 | ||||
Unrecognized compensation cost, excluding options | $ 13,000 | ||||
Cost not yet recognized, period for recognition | 4 years | ||||
Minimum | Performance Based Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Maximum | Performance Based Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock and RSUs Activity (Details) - 2020 Incentive Award Plan - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Restricted Stock and Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Unvested, beginning balance (in shares) | 3,068,851 | ||
Granted (in shares) | 1,199,644 | ||
Vested (in shares) | (780,084) | ||
Forfeited and canceled (in shares) | (180,944) | ||
Unvested, ending balance (in shares) | 3,307,467 | 3,068,851 | |
Time-Based Restricted Stock and Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Unvested, beginning balance (in shares) | 2,706,078 | ||
Granted (in shares) | 1,003,180 | ||
Vested (in shares) | (622,924) | ||
Forfeited and canceled (in shares) | (143,620) | ||
Unvested, ending balance (in shares) | 2,942,714 | 2,706,078 | |
Weighted Average Grant Date Fair Value Per Share | |||
Unvested, beginning balance (USD per share) | $ 36.67 | ||
Granted (USD per share) | 41.17 | ||
Vested (USD per share) | 33.46 | ||
Forfeited and canceled (USD per share) | 33.16 | ||
Unvested, ending balance (USD per share) | $ 39.06 | $ 36.67 | |
Performance Based Restricted Stock And Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Unvested, beginning balance (in shares) | 362,773 | ||
Granted (in shares) | 196,464 | ||
Vested (in shares) | (157,160) | ||
Forfeited and canceled (in shares) | (37,324) | ||
Unvested, ending balance (in shares) | 364,753 | 362,773 | |
Weighted Average Grant Date Fair Value Per Share | |||
Unvested, beginning balance (USD per share) | $ 38.21 | ||
Granted (USD per share) | 39.03 | ||
Vested (USD per share) | 38.20 | ||
Forfeited and canceled (USD per share) | 33.41 | ||
Unvested, ending balance (USD per share) | $ 39.15 | $ 38.21 | |
Cash-Settled Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Granted (in shares) | 59,089 | ||
Time-Based Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Granted (in shares) | 199,076 | ||
Performance Based Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Granted (in shares) | 13,367 | 185,186 |
Equity Awards and Instruments -
Equity Awards and Instruments - Stock Grants Narrative (Details) - 2020 Incentive Award Plan - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class B Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fully vested shares granted (in shares) | 12,639 | 13,632 | ||
Fully vested shares granted | $ 600 | $ 450 | ||
Time-Based Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 199,076 | |||
Time-Based Restricted Stock Units (RSUs) | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 265,759 | |||
Unrecognized compensation cost, excluding options | $ 13,000 | |||
Cost not yet recognized, period for recognition | 4 years |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income before income taxes | $ 69,585 | $ 47,342 | $ 169,353 | $ 159,125 |
Provision for income taxes | $ 16,514 | $ 9,664 | $ 22,107 | $ 8,221 |
Effective tax rate | 23.70% | 20.40% | 13.10% | 5.20% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Discrete income tax benefit | $ 4,428 | $ 4,280 | $ 31,895 | $ 36,032 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - Level 2 - Convertible Debt - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
2026 Notes | ||
Derivative [Line Items] | ||
Long-term debt, fair value | $ 671,962 | $ 622,431 |
2027 Notes | ||
Derivative [Line Items] | ||
Long-term debt, fair value | $ 492,815 | $ 470,856 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Fair Value of Financial Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Total assets | $ 44,325 | $ 37,219 |
Liabilities: | ||
Acquisition contingent consideration | 3 | 1,196 |
Deferred compensation plan liabilities | 81,719 | 79,081 |
Cash-settled equity awards | 715 | 536 |
Total liabilities | 82,437 | 80,813 |
Deferred compensation plan, current | 2,182 | 2,067 |
Interest Rate Swap | ||
Assets: | ||
Interest rate swap | 41,302 | 37,200 |
Level 1 | ||
Assets: | ||
Total assets | 3,023 | 19 |
Liabilities: | ||
Acquisition contingent consideration | 0 | 0 |
Deferred compensation plan liabilities | 81,719 | 79,081 |
Cash-settled equity awards | 715 | 536 |
Total liabilities | 82,434 | 79,617 |
Level 1 | Interest Rate Swap | ||
Assets: | ||
Interest rate swap | 0 | 0 |
Level 2 | ||
Assets: | ||
Total assets | 41,302 | 37,200 |
Liabilities: | ||
Acquisition contingent consideration | 0 | 0 |
Deferred compensation plan liabilities | 0 | 0 |
Cash-settled equity awards | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Interest Rate Swap | ||
Assets: | ||
Interest rate swap | 41,302 | 37,200 |
Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Acquisition contingent consideration | 3 | 1,196 |
Deferred compensation plan liabilities | 0 | 0 |
Cash-settled equity awards | 0 | 0 |
Total liabilities | 3 | 1,196 |
Level 3 | Interest Rate Swap | ||
Assets: | ||
Interest rate swap | 0 | 0 |
Money Market Funds | ||
Assets: | ||
Money market funds | 3,023 | 19 |
Money Market Funds | Level 1 | ||
Assets: | ||
Money market funds | 3,023 | 19 |
Money Market Funds | Level 2 | ||
Assets: | ||
Money market funds | 0 | 0 |
Money Market Funds | Level 3 | ||
Assets: | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Reconciliation of the Changes in Fair Value of Financial Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of year | $ 1,196 | $ 6,613 |
Payments | (1,206) | (5,261) |
Addition | 0 | 1,390 |
Change in fair value | 0 | (1,427) |
Foreign currency translation adjustments | 13 | (119) |
Balance, end of period | $ 3 | $ 1,196 |
Fair value, liability, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income [Extensible Enumeration] | Other income, net | Other income, net |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Hosted Software Solutions $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Long-term Purchase Commitment [Line Items] | |
Long-term purchase commitment, amount | $ 158,000 |
Long-term purchase commitment, amount remaining | $ 137,000 |
Geographic Data (Details)
Geographic Data (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 339,722 | $ 364,771 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 152,822 | 164,729 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 37,103 | 32,372 |
APAC | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 149,797 | $ 167,670 |
Other Income, Net (Details)
Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Change in fair value of interest rate swap | $ 4,765 | $ 9,828 | $ 4,102 | $ 29,318 | |
Foreign exchange | (3,154) | (11,027) | 404 | (18,815) | |
Change in fair value of acquisition contingent consideration | 0 | 506 | 0 | 6 | |
Receipts related to interest rate swap | 2,336 | 752 | 6,420 | 475 | |
Other (expense) income, net | 2,006 | 873 | (3,719) | 1,780 | |
Total other income, net | 5,953 | 932 | 7,207 | 14,793 | |
Foreign exchange (losses) gains, unrealized, intercompany | (1,574) | (5,730) | 684 | (12,293) | |
Impairment of cost method investment | $ (7,318) | (7,318) | |||
Gain on sale of investments | 2,360 | ||||
Aircraft | Entity Controlled By CEO | |||||
Property, Plant and Equipment [Line Items] | |||||
Sale of aircraft | $ 0 | $ 0 | $ 0 | $ 2,029 |
Net Income Per Share - Narrativ
Net Income Per Share - Narrative (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Participating securities outstanding (in shares) | 364,753 | 362,773 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income | $ 53,027 | $ 36,997 | $ 147,202 | $ 149,058 |
Less: Net income attributable to participating securities | (18) | (11) | (56) | (31) |
Net income attributable to Class A and Class B common stockholders, basic | 53,009 | 36,986 | 147,146 | 149,027 |
Add: Interest expense, net of tax, attributable to assumed conversion of convertible senior notes | 1,716 | 832 | 5,157 | 5,116 |
Net income attributable to Class A and Class B common stockholders, diluted | $ 54,725 | $ 37,818 | $ 152,303 | $ 154,143 |
Denominator: | ||||
Weighted average shares, basic (in shares) | 313,069,132 | 310,116,104 | 311,915,808 | 308,959,801 |
Dilutive effect of stock options, restricted stock, and RSUs (in shares) | 2,115,802 | 4,126,936 | 2,534,773 | 5,278,839 |
Dilutive effect of ESPP (in shares) | 6,466 | 168,518 | 60,526 | 171,571 |
Dilutive effect of assumed conversion of convertible senior notes (in shares) | 17,633,786 | 10,758,825 | 17,633,786 | 17,667,623 |
Weighted average shares, diluted (in shares) | 332,825,186 | 325,170,383 | 332,144,893 | 332,077,834 |
Net income per share, basic (USD per share) | $ 0.17 | $ 0.12 | $ 0.47 | $ 0.48 |
Net income per share, diluted (USD per share) | $ 0.16 | $ 0.12 | $ 0.46 | $ 0.46 |
Net Income Per Share - Schedu_2
Net Income Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities (in shares) | 0 | 7,206,587 | 0 | 279,789 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities (in shares) | 0 | 297,789 | 0 | 279,789 |
Convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities (in shares) | 0 | 6,908,798 | 0 | 0 |