Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 19, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement for registrant’s Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in Part III of this Form 10‑K to the extent stated herein. The Proxy Statement will be filed within 120 days of the registrant’s fiscal year ended December 31, 2020. | ||
Entity Central Index Key | 0001031308 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 11,601,757 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 261,617,330 |
Consolidated Balance Sheets (St
Consolidated Balance Sheets (Statement) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 122,006 | $ 121,101 |
Accounts receivable | 195,782 | 211,775 |
Allowance for doubtful accounts | (5,759) | (7,274) |
Prepaid income taxes | 3,535 | 4,543 |
Prepaid and other current assets | 24,694 | 23,413 |
Total current assets | 340,258 | 353,558 |
Property and equipment, net | 28,414 | 29,632 |
Operating lease right-of-use assets | 46,128 | 0 |
Intangible assets, net | 45,627 | 46,313 |
Goodwill | 581,174 | 480,065 |
Investments | 5,691 | 1,725 |
Deferred income taxes | 39,224 | 51,068 |
Other assets | 39,519 | 32,238 |
Total assets | 1,126,035 | 994,599 |
Current liabilities: | ||
Accounts payable | 16,492 | 17,669 |
Accruals and other current liabilities | 226,793 | 167,517 |
Deferred revenues | 202,294 | 204,991 |
Operating lease liabilities | 16,610 | 0 |
Income taxes payable | 3,366 | 2,236 |
Total current liabilities | 465,555 | 392,413 |
Long-term debt | 246,000 | 233,750 |
Long-term operating lease liabilities | 31,767 | 0 |
Deferred revenues | 7,020 | 8,154 |
Deferred income taxes | 10,849 | 8,260 |
Income taxes payable | 7,883 | 8,140 |
Other liabilities | 15,362 | 9,263 |
Total liabilities | 784,436 | 659,980 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, authorized 100,000,000 shares; none issued or outstanding as of December 31, 2020 and 2019 | 0 | 0 |
Class A Common Stock, $0.01 par value, authorized 100,000,000 shares; issued and outstanding 11,601,757 shares as of December 31, 2020 and 2019, and Class B Common Stock, $0.01 par value, authorized 1,800,000,000 shares; issued and outstanding 260,552,747 and 243,241,192 shares as of December 31, 2020 and 2019, respectively | 2,722 | 2,548 |
Additional paid-in capital | 741,113 | 408,667 |
Accumulated other comprehensive loss | (26,233) | (23,927) |
Accumulated deficit | (376,003) | (52,669) |
Total stockholders’ equity | 341,599 | 334,619 |
Total liabilities and stockholders’ equity | $ 1,126,035 | $ 994,599 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||||||||||
Total revenues | $ 219,567 | $ 202,997 | $ 184,290 | $ 194,690 | $ 202,922 | $ 186,588 | $ 169,605 | $ 177,539 | $ 801,544 | $ 736,654 | $ 691,710 |
Cost of revenues: | |||||||||||
Total cost of revenues | 167,155 | 144,150 | 131,324 | ||||||||
Gross profit | 169,004 | 160,369 | 147,585 | 157,431 | 163,021 | 151,537 | 132,974 | 144,972 | 634,389 | 592,504 | 560,386 |
Operating expenses: | |||||||||||
Research and development | 185,515 | 183,552 | 175,032 | ||||||||
Selling and marketing | 143,791 | 155,294 | 160,635 | ||||||||
General and administrative | 113,451 | 97,580 | 89,328 | ||||||||
Amortization of purchased intangibles | 15,352 | 14,213 | 15,352 | 14,213 | 14,000 | ||||||
Expenses associated with initial public offering | 26,130 | 0 | 0 | ||||||||
Total operating expenses | 484,239 | 450,639 | 438,995 | ||||||||
Income from operations | 54,275 | 5,323 | 44,591 | 45,961 | 42,705 | 41,402 | 19,468 | 38,290 | 150,150 | 141,865 | 121,391 |
Interest expense, net | (7,476) | (8,199) | (8,765) | ||||||||
Other income (expense), net | 24,946 | (5,557) | 236 | ||||||||
Income before income taxes | 167,620 | 128,109 | 112,862 | ||||||||
(Provision) benefit for income taxes | (16,480) | (10,705) | (4,264) | (7,176) | (11,979) | (6,640) | (801) | (4,318) | (38,625) | (23,738) | 29,250 |
Loss from investment accounted for using the equity method, net of tax | (2,474) | (1,275) | 0 | ||||||||
Net income | $ 51,932 | $ 5,844 | $ 39,076 | $ 29,669 | $ 36,251 | $ 20,427 | $ 19,981 | $ 26,437 | 126,521 | 103,096 | 142,112 |
Less: Net income attributable to participating securities | (234) | (8) | (4) | ||||||||
Net income attributable to Class A and Class B common stockholders | $ 126,287 | $ 103,088 | $ 142,108 | ||||||||
Per share information: | |||||||||||
Net income per share, basic (USD per share) | $ 0.17 | $ 0.02 | $ 0.14 | $ 0.10 | $ 0.13 | $ 0.07 | $ 0.07 | $ 0.09 | $ 0.44 | $ 0.36 | $ 0.50 |
Net income per share, diluted (USD per share) | $ 0.17 | $ 0.02 | $ 0.13 | $ 0.10 | $ 0.13 | $ 0.07 | $ 0.07 | $ 0.09 | $ 0.42 | $ 0.35 | $ 0.49 |
Weighted average shares outstanding, basic (in shares) | 289,863,272 | 284,625,642 | 285,805,096 | ||||||||
Weighted average shares outstanding, diluted (in shares) | 299,371,129 | 293,796,707 | 292,624,496 | ||||||||
Subscriptions and licenses | |||||||||||
Revenues: | |||||||||||
Total revenues | $ 736,655 | $ 667,993 | $ 618,486 | ||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | 95,803 | 71,578 | 55,113 | ||||||||
Subscriptions | |||||||||||
Revenues: | |||||||||||
Total revenues | 679,273 | 608,300 | 557,421 | ||||||||
Perpetual licenses | |||||||||||
Revenues: | |||||||||||
Total revenues | 57,382 | 59,693 | 61,065 | ||||||||
Services | |||||||||||
Revenues: | |||||||||||
Total revenues | 64,889 | 68,661 | 73,224 | ||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | $ 71,352 | $ 72,572 | $ 76,211 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Statement) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 126,521 | $ 103,096 | $ 142,112 |
Other comprehensive income (loss), net of taxes: | |||
Foreign currency translation adjustments | (2,311) | 5,959 | (11,020) |
Actuarial gain (loss) on retirement plan, net of tax effect of $(1), $203, and $(62), respectively | 5 | (472) | 146 |
Total other comprehensive income (loss), net of taxes | (2,306) | 5,487 | (10,874) |
Comprehensive income | $ 124,215 | $ 108,583 | $ 131,238 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Statement) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Private Placement | Follow-On Offering | Common Stock | Common StockPrivate Placement | Common StockFollow-On Offering | Additional paid-in capital | Additional paid-in capitalPrivate Placement | Additional paid-in capitalFollow-On Offering | Accumulated other comprehensive loss | Accumulated deficit | Accumulated deficitCumulative Effect, Period of Adoption, Adjustment | Accumulated deficitPrivate Placement |
Beginning balance (in shares) at Dec. 31, 2017 | 247,465,176 | |||||||||||||
Beginning balance at Dec. 31, 2017 | $ 52,167 | $ 2,474 | $ 377,809 | $ (18,540) | $ (309,576) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | 142,112 | 142,112 | ||||||||||||
Other comprehensive loss | (10,874) | (10,874) | ||||||||||||
Dividends declared | (20,005) | (20,005) | ||||||||||||
Profit-sharing plan shares, net (in shares) | (465,979) | |||||||||||||
Profit‑sharing plan shares, net | (3,387) | $ (5) | (3,382) | |||||||||||
Shares issued in connection with deferred compensation plan, net (in shares) | 2,332,585 | |||||||||||||
Shares issued in connection with deferred compensation plan, net | (6,861) | $ 23 | (6,884) | |||||||||||
Deferred compensation plan voluntary contributions and vesting of awards | 4,504 | 4,504 | ||||||||||||
Payment of shareholder Put and Call rights (in shares) | (1,131,928) | |||||||||||||
Payment of shareholder Put and Call rights | (8,571) | $ (11) | (8,560) | |||||||||||
Common Stock Purchase Agreement, net and Class B Common Stock follow-on offering net of expenses of $12,898 (in shares) | (1,281,633) | |||||||||||||
Common Stock Purchase Agreement, net and Class B Common Stock follow-on offering net of expenses of $12,898 | $ (9,673) | $ (13) | $ 13 | $ (9,673) | ||||||||||
Stock option exercises, net (in shares) | 2,812,998 | |||||||||||||
Stock option exercises, net | 610 | $ 28 | 2,151 | (1,569) | ||||||||||
Stock-based compensation expense | 7,882 | 7,882 | ||||||||||||
Shares related to restricted stock, net (in shares) | 546,783 | |||||||||||||
Shares related to restricted stock, net | (137) | $ 6 | 494 | (637) | ||||||||||
Other (in shares) | 5,511 | |||||||||||||
Other | 43 | 43 | ||||||||||||
Cumulative effect adjustment on deferred tax expense | (379) | (379) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 250,283,513 | |||||||||||||
Ending balance at Dec. 31, 2018 | 147,431 | $ 107,822 | $ 2,502 | 392,896 | (29,414) | (218,553) | $ 107,822 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | 103,096 | 103,096 | ||||||||||||
Other comprehensive loss | 5,487 | 5,487 | ||||||||||||
Dividends declared | (25,390) | (25,390) | ||||||||||||
Profit-sharing plan shares, net (in shares) | (318,203) | |||||||||||||
Profit‑sharing plan shares, net | (2,417) | $ (3) | (2,414) | |||||||||||
Shares issued in connection with deferred compensation plan, net (in shares) | 2,322,983 | |||||||||||||
Shares issued in connection with deferred compensation plan, net | (5,609) | $ 23 | (5,632) | |||||||||||
Deferred compensation plan voluntary contributions and vesting of awards | 3,586 | 3,586 | ||||||||||||
Payment of shareholder Put and Call rights (in shares) | (1,126,747) | |||||||||||||
Payment of shareholder Put and Call rights | (8,838) | $ (11) | (8,827) | |||||||||||
Common Stock Purchase Agreement, net and Class B Common Stock follow-on offering net of expenses of $12,898 (in shares) | 64,509 | |||||||||||||
Common Stock Purchase Agreement, net and Class B Common Stock follow-on offering net of expenses of $12,898 | 418 | $ 466 | (48) | |||||||||||
Stock option exercises, net (in shares) | 3,214,542 | |||||||||||||
Stock option exercises, net | 1,303 | $ 33 | 3,579 | (2,309) | ||||||||||
Stock-based compensation expense | 8,091 | 8,091 | ||||||||||||
Shares related to restricted stock, net (in shares) | 395,336 | |||||||||||||
Shares related to restricted stock, net | (399) | $ 4 | (4) | (399) | ||||||||||
Other (in shares) | 7,016 | |||||||||||||
Other | 38 | 53 | (15) | |||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 254,842,949 | |||||||||||||
Ending balance at Dec. 31, 2019 | 334,619 | $ 2,548 | 408,667 | (23,927) | (52,669) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | 126,521 | 126,521 | ||||||||||||
Other comprehensive loss | (2,306) | (2,306) | ||||||||||||
Dividends declared | (424,018) | (424,018) | ||||||||||||
Profit-sharing plan shares, net (in shares) | (549,834) | |||||||||||||
Profit‑sharing plan shares, net | (6,970) | $ (5) | (6,965) | |||||||||||
Shares issued in connection with deferred compensation plan, net (in shares) | 3,081,607 | |||||||||||||
Shares issued in connection with deferred compensation plan, net | (4,625) | $ 31 | (4,656) | |||||||||||
Deferred compensation plan voluntary contributions and vesting of awards | 3,530 | 3,530 | ||||||||||||
Payment of shareholder Put and Call rights (in shares) | (128,007) | |||||||||||||
Payment of shareholder Put and Call rights | (1,454) | $ (1) | (1,453) | |||||||||||
Common Stock Purchase Agreement, net and Class B Common Stock follow-on offering net of expenses of $12,898 (in shares) | 0 | 9,603,965 | ||||||||||||
Common Stock Purchase Agreement, net and Class B Common Stock follow-on offering net of expenses of $12,898 | $ (57) | $ 294,429 | $ 96 | $ 294,333 | $ (57) | |||||||||
Stock option exercises, net (in shares) | 4,060,839 | |||||||||||||
Stock option exercises, net | 4,356 | $ 41 | 9,070 | (4,755) | ||||||||||
Shares issued for stock grants, net (in shares) | 21,956 | |||||||||||||
Shares issued for stock grants, net | 319 | 319 | ||||||||||||
Stock-based compensation expense | 25,194 | 25,194 | ||||||||||||
Shares related to restricted stock, net (in shares) | 1,221,029 | |||||||||||||
Shares related to restricted stock, net | (7,939) | $ 12 | (7,951) | |||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 272,154,504 | |||||||||||||
Ending balance at Dec. 31, 2020 | $ 341,599 | $ 2,722 | $ 741,113 | $ (26,233) | $ (376,003) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Statement) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 126,521 | $ 103,096 | $ 142,112 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 36,117 | 32,160 | 29,200 |
Bad debt (recovery) allowance | (1,000) | 862 | 2,393 |
Deferred income taxes | 16,246 | 732 | (60,060) |
Deferred compensation plan activity | 3,706 | 3,994 | 4,323 |
Stock-based compensation expense | 32,114 | 8,091 | 7,882 |
Amortization and write-off of deferred debt issuance costs | 985 | 553 | 552 |
Change in fair value of derivative | (347) | 159 | 487 |
Change in fair value of contingent consideration | (1,340) | 62 | 272 |
Foreign currency remeasurement (gain) loss | (24,502) | 5,311 | (1,645) |
Loss from investment accounted for using the equity method, net of tax | 2,474 | 1,275 | 0 |
Changes in assets and liabilities, net of effect from acquisitions: | |||
Accounts receivable | 12,388 | (21,152) | (41,787) |
Prepaid and other assets | 11,705 | (668) | 2,831 |
Accounts payable, accruals and other liabilities | 47,656 | 41,880 | 37,249 |
Deferred revenues | (565) | (268) | 21,247 |
Income taxes payable | (3,818) | (5,314) | 16,409 |
Net cash provided by operating activities | 258,340 | 170,773 | 161,465 |
Cash flows from investing activities: | |||
Purchases of property and equipment and investment in capitalized software | (15,496) | (15,804) | (18,616) |
Capitalization of costs to translate software products into foreign languages | (951) | (835) | (877) |
Acquisitions, net of cash acquired of $5,266, $2,523, and $7,774, respectively | (93,032) | (34,054) | (135,264) |
Other investing activities | (7,854) | (3,000) | 0 |
Net cash used in investing activities | (117,333) | (53,693) | (154,757) |
Cash flows from financing activities: | |||
Proceeds from credit facilities | 550,875 | 191,250 | 148,250 |
Payments of credit facilities | (538,625) | (216,250) | (159,500) |
Proceeds from term loan | 125,000 | 0 | 0 |
Repayment of term loan | (125,000) | 0 | 0 |
Payments of debt issuance costs | (432) | 0 | 0 |
Payments of financing leases | (189) | 0 | 0 |
Payments of acquisition debt and other consideration | (3,425) | (11,029) | |
Payments of acquisition debt and other consideration | 9 | ||
Payments of Class B Common Stock follow-on offering expenses | (1,373) | 0 | 0 |
Payments of dividends | (422,646) | (24,989) | (20,059) |
Payments for shares acquired including shares withheld for taxes | (83,975) | (24,166) | (46,451) |
Proceeds from exercise of stock options | 9,128 | 3,626 | 2,732 |
Net cash used in financing activities | (136,511) | (77,048) | (58,799) |
Effect of exchange rate changes on cash and cash equivalents | (3,591) | (114) | (1,193) |
Increase (decrease) in cash and cash equivalents | 905 | 39,918 | (53,284) |
Cash and cash equivalents, beginning of year | 121,101 | 81,183 | 134,467 |
Cash and cash equivalents, end of year | 122,006 | 121,101 | 81,183 |
Supplemental information: | |||
Cash paid for income taxes | 28,986 | 27,907 | 25,782 |
Income tax refunds | 3,863 | 1,752 | 7,285 |
Interest paid | 8,012 | 9,221 | 8,863 |
Non-cash contingent acquisition consideration | 2,380 | 4,498 | 13,456 |
Non-cash deferred, non-contingent consideration, net | 1,416 | 0 | 690 |
Private Placement | |||
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 58,349 | 4,510 | 16,220 |
Follow-On Offering | |||
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | $ 295,802 | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | |
Common stock shares issued (in shares) | 11,601,757 | 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 | |
Common stock shares issued (in shares) | 260,552,747 | 243,241,192 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Actuarial gain on retirement plan, tax effect | $ (1) | $ 203 | $ (62) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Follow-On Offering | |
Expenses associated with sale of stock | $ 12,898 |
Consolidated Statement of Cas_2
Consolidated Statement of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | |||
Cash acquired from acquisitions | $ 5,266 | $ 2,523 | $ 7,774 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Description of Business and Operations — Bentley Systems, Incorporated (“Bentley” or the “Company”) is a Delaware corporation that was founded in 1984 and is headquartered in Exton, Pennsylvania. The Company, together with its subsidiaries, is a leading global provider of infrastructure engineering software solutions for professionals and organizations involved in the project delivery and operational performance of infrastructure assets. The Company is dedicated to advancing infrastructure through its comprehensive software solutions that span engineering disciplines, assets, and lifecycle processes. The Company’s integrated software platform encompasses both the design and construction of infrastructure, which the Company refers to as project delivery, and the operation of infrastructure assets, which the Company refers to as asset performance. The Company’s software solutions are designed to enable information mobility for a more complete flow of information among applications, across distributed project teams, from offices to the field, and throughout the infrastructure lifecycle. The Company believes its solutions extend the reach and scope of digital engineering models from the project delivery phase into the asset performance phase of the infrastructure lifecycle, which enables engineers to make infrastructure assets more intelligent and sustainable. Users of the Company’s solutions include engineers and construction professionals who collaborate on project delivery, and owner‑operators who maintain, adapt, and optimize the performance of infrastructure assets. Initial Public Offering — On September 25, 2020, the Company completed its initial public offering (“IPO”). The selling stockholders sold 12,360,991 shares of Class B Common Stock at a public offering price of $22.00 per share. The Company did not sell any shares in the IPO and did not receive any of the proceeds from the sale of the Class B Common Stock sold by the selling stockholders (see Notes 13 and 15). For the year ended December 31, 2020, the Company recorded $26,130 in Expenses associated with initial public offering in the consolidated statement of operations. These expenses included certain non‑recurring costs relating to the Company’s IPO, consisting of the payment of underwriting discounts and commissions applicable to the sale of shares by the selling stockholders, professional fees, and other expenses. Follow-On Public Offering — On November 17, 2020, the Company completed its follow‑on public offering of 11,500,000 shares of Class B Common Stock at a public offering price of $32.00 per share (the “Follow‑On Offering”). The Company sold 9,603,965 shares of Class B Common Stock (inclusive of 1,500,000 shares sold upon the exercise by the underwriters of their option to purchase additional shares of the Company’s Class B Common Stock). The selling stockholders sold 1,896,035 shares of Class B Common Stock. The Company received net proceeds of $294,429 after deducting expenses of $12,898. The Company did not receive any of the proceeds from the sale of the Class B Common Stock sold by the selling stockholders. Expenses associated with the Follow‑On Offering included certain non‑recurring costs, consisting of the payment of underwriting discounts and commissions applicable to the sale of shares by the Company, professional fees, and other expenses. The Company agreed to pay certain expenses in connection with the Follow‑On Offering on behalf of the selling stockholders and made an accounting policy election to offset these expenses against the Follow‑On Offering proceeds (see Note 13). Special Dividend — On August 28, 2020, the Company’s board of directors declared a special dividend of $1.50 per share of the Company’s common stock ($392,489 in the aggregate) (the “Special Dividend”), payable to all stockholders of record as of August 31, 2020, including dividends which accrue on certain unvested restricted stock and restricted stock units (“RSUs”). The Company used its bank credit facility to pay the Special Dividend (see Note 10). In connection with the Special Dividend declaration, an in kind adjustment was made to phantom shares issuable pursuant to the amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”) (see Note 12) and the exercise price of all outstanding stock options at that time were reduced by $1.50, but not lower than $0.01 (see Note 15). Stock Dividend — On May 1, 2018, the Company paid a previously declared stock dividend (the “Stock Dividend”) to all holders of the Company’s common stock as of April 30, 2018. Under the terms of the Stock Dividend, each stockholder received one share of the Company’s Class B Common Stock for each share of either Class A or Class B Common Stock then owned, including shares held in the Company’s 401(k) profit‑sharing plan. Because the Stock Dividend had the economic effect of a 2‑for‑1 stock split (with twice as many shares issued, each worth half the original value of a share), all prior period share and per share amounts presented in the consolidated financial statements and notes have been adjusted on a retroactive basis to give effect to the Stock Dividend. In addition, under the terms of the Company’s equity incentive plans and instruments, all outstanding awards and instruments were automatically adjusted as required by their terms to reflect the Stock Dividend, including, as it relates to stock options, by doubling the number of outstanding options and reducing by one‑half the exercise prices of all outstanding options. Risks and Uncertainties — COVID‑19 Pandemic — In March 2020, the World Health Organization declared a global pandemic related to the rapidly growing outbreak of the disease COVID‑19, caused by a novel strain of coronavirus, SARS‑CoV‑2. The COVID‑19 outbreak and certain preventative or protective actions that governments, businesses, and individuals have taken in respect of COVID‑19 have resulted in global business disruptions. In response to the COVID‑19 pandemic, the Company implemented a number of initiatives to ensure the safety of its colleagues and enable them to move to a work from home environment seamlessly and continue working effectively. The Company’s business model is such that there was minimal disruption to the Company’s ability to deliver its solutions to accounts, and the Company believes it did not have any significant loss of productivity during this transition. The Company has also taken measures to reduce selected operating expenses, including various costs associated with travel and facilities. Basis of Presentation and Consolidation — The consolidated financial statements and accompanying notes have been prepared in United States (“U.S.”) Dollars and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company is party to a joint venture, which is accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s principal subsidiaries are Bentley Systems International Limited (Ireland), Bentley Software International, Limited (Bermuda), Bentley Canada Inc. (Canada), Bentley Systems Europe BV (the Netherlands), Bentley Systems Pty Ltd. (Australia), Bentley Systems Co., Ltd. (Japan), Bentley Systems Germany GmbH (Germany), Bentley Systems Ltd. (UK), and Bentley Systems India Private Limited (India). Use of Estimates — The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s significant estimates and assumptions include revenue recognition, adequacy of allowance for accounts receivable, determination of the fair value of acquired assets and liabilities, the fair value of derivative financial instruments, the fair value of common stock (prior to the Company’s IPO) and stock‑based compensation, operating lease assets and liabilities, useful lives for depreciation and amortization, impairment of goodwill and intangible assets, and accounting for income taxes. Actual results could differ materially from these estimates. Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2020 and 2019, all of the Company’s cash and cash equivalents consisted of money market funds and cash held in checking accounts maintained at various financial institutions. Cash equivalents are recorded at cost, which approximates fair value. Revenues — On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2014 ‑ 09, Revenue from Contracts with Customers , and related amendments (“Topic 606”). Results for reporting periods beginning on or after January 1, 2019 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the guidance provided by Accounting Standards Codification (“ASC”) 985 ‑ 605, Software‑Revenue Recognition , and revenues for non‑software deliverables in accordance with Topic 605‑25, Revenue Recognition, Multiple‑Element Arrangements . The Company refers to ASC 985‑605 and Topic 605‑25 collectively as “Topic 605.” For a detailed description of the Company’s revenue recognition accounting policies and for the qualitative and quantitative discussion regarding the impact of Topic 606 adoption, see Note 3. Cost of Revenues — Cost of subscriptions and licenses includes salaries and other related costs, including the depreciation of property and equipment and the amortization of capitalized software costs associated with servicing software subscriptions, the amortization of intangible assets associated with acquired software and technology, channel partner compensation for providing sales coverage to subscribers, as well as cloud‑related costs incurred for servicing our customers using cloud deployed hosted solutions and those using our SELECT subscription offering. Cost of services includes salaries for internal and third‑party personnel and related overhead costs, including depreciation of property and equipment, for providing training, implementation, configuration, and customization services to customers, amortization of capitalized software costs, and related out‑of‑pocket expenses incurred. Property and Equipment — Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight‑line method over the estimated useful lives of the assets, which range from three Useful Life Building and improvements 25 years Computer equipment and software 3 years Furniture, fixtures, and equipment 5 years Aircraft 6 years Automobiles 3 years Cost of maintenance and repairs is charged to expense as incurred. Upon retirement or other disposition, the cost of the asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. Goodwill and Other Intangible Assets — Intangible assets arise from acquisitions and principally consist of goodwill, trademarks, customer relationships, in‑process research and development, and acquired software and technology. Intangibles, other than goodwill and in‑process research and development, are amortized on a straight‑line basis over their estimated useful lives, which range from three Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Goodwill is not amortized, but instead is tested annually for impairment, or more frequently if events occur or circumstances change that would more likely than not reduce its fair value below its carrying amount. The Company operates as a single reporting unit. The initial step in evaluating goodwill for impairment requires the Company to determine the reporting unit’s fair value and compare it to the carrying value, including goodwill, of such reporting unit. As part of the assessment, the Company may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that a goodwill impairment exists. In evaluating whether it is more likely than not that a goodwill impairment exists, the Company considers the factors identified in ASC 350, Intangibles—Goodwill and Other . The Company also considers whether there are significant differences between the carrying amount and the estimated fair value of its assets and liabilities, and the existence of significant unrecognized intangible assets. Based upon the Company’s most recent annual impairment assessment completed as of October 1, 2020, it is not more likely than not that a goodwill impairment exists. There was no impairment of goodwill as a result of the Company’s annual impairment assessments conducted for the years ended December 31, 2020, 2019, and 2018. Long‑Lived Assets — The Company evaluates the recoverability of long‑lived assets, such as property and equipment, operating lease right‑of‑use assets, and amortizable intangible assets, in accordance with authoritative guidance on accounting for the impairment or disposal of long‑lived assets, which includes evaluating long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. If circumstances require a long‑lived asset to be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset to its carrying value. If the carrying value of the long‑lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. No impairment of long‑lived assets occurred for the years ended December 31, 2020, 2019, and 2018. Research and Development — Research and development expenses, which are generally expensed as incurred, primarily consist of personnel and related costs of our research and development staff, including salaries, benefits, bonuses, stock‑based compensation, and costs of certain third‑party contractors, as well as allocated overhead costs. The Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external accounts, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented. The Company capitalizes certain development costs related to certain projects under its Accelerated Commercial Development Program (“ACDP”) (the Company’s structured approach to an in‑house business incubator function) once technological feasibility is established. Technological feasibility is established when a detailed program design has been completed and documented, the Company has established that the necessary skills, hardware, and software technology are available to produce the product, and there are no unresolved high‑risk development issues. Once the software is ready for its intended use, amortization is recorded over the software’s estimated useful life (generally three years). For the years ended December 31, 2020, 2019, and 2018, total costs capitalized under the ACDP were $7,809, $6,060, and $5,735, respectively. Additionally, for the years ended December 31, 2020, 2019, and 2018, total ACDP related amortization recorded in Costs of subscriptions and licenses in the consolidated statements of operations was $4,699, $3,516, and $2,052, respectively. Certain costs related to the creation of foreign language translations are capitalized and amortized over the economic life of the software. For the years ended December 31, 2020, 2019, and 2018, total costs capitalized related to the creation of foreign language translations were $951, $835, and $877, respectively. Additionally, for the years ended December 31, 2020, 2019, and 2018, amortization related to the creation of foreign language translations recorded in Costs of subscriptions and licenses in the consolidated statements of operations was $919, $823, and $1,008, respectively. Advertising Expense — The Company expenses advertising costs as incurred. Advertising expense of $1,726, $1,579, and $2,378 is included in Selling and marketing in the consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018, respectively. Income Taxes — The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of net operating loss carryforwards, credit carryforwards, and temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, using enacted tax rates in effect for the year in which the items are expected to reverse. The Company accounts for uncertain tax positions based on an evaluation as to whether it is more likely than not that a tax position will be sustained on audit, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the appropriate tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is based on the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. Interest expense and penalties are included in (Provision) benefit for income taxes in the consolidated statements of operations. U.S. Tax Reform — On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “JOBS Act” or “U.S. tax reform”) was enacted. U.S. tax reform, among other things, reduces the U.S. federal income tax rate to 21% from 35% in 2018, institutes a dividends received deduction for foreign earnings with a related tax for the deemed repatriation of unremitted foreign earnings, and creates a new U.S. minimum tax on earnings of foreign subsidiaries. The Company completed its accounting for the effects of the JOBS Act in 2018 and has included those effects in (Provision) benefit for income taxes in the consolidated statements of operations. Segment — Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company defines its CODM to be its chief executive officer. The chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating the Company’s financial performance. Accordingly, the Company has determined it operates and manages its business in a single reportable operating segment, the development and marketing of computer software and related services. The Company markets its products and services through the Company’s offices in the U.S. and its wholly‑owned branches and subsidiaries internationally. Foreign Currency Translation — Gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are included in Other income (expense), net in the consolidated statements of operations. The assets and liabilities of foreign subsidiaries are translated from their respective functional currencies into U.S. Dollars at the rates in effect at the balance sheet date, and revenue and expense amounts are translated at average rates during the period. Foreign currency translation adjustments are recorded as a component of Other comprehensive income (loss), net of taxes in the consolidated statements of comprehensive income. Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of its cash and cash equivalents and receivables. To reduce credit risk, the Company performs ongoing credit evaluations of its customers and limits the amount of credit extended when deemed necessary. Generally, the Company requires no collateral from its customers. The Company maintains an allowance for potential credit losses, but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic area. No single customer accounted for more than 2.5% of the Company’s revenue for the years ended December 31, 2020, 2019, or 2018. The Company’s cash and cash equivalents are deposited with financial institutions and invested in money market funds that the Company believes are of high credit quality. Investments — The Company applies the cost method of accounting for its investment in which it does not have the ability to exercise significant influence over operating and financial policies. Under the cost method, the Company records the investment based on original cost less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee. The Company’s share of income or loss of such companies is not included in the Company’s consolidated statements of operations. The Company applies the equity method of accounting for its investment in which it does have the ability to exercise significant influence over operating and financial policies. Under the equity method, the Company recognizes its initial investment at cost and updates the carrying value of its investment by its proportional share of income or losses from the investment. In addition, the Company decreases the carrying value by any dividends received from the investee. The Company does not otherwise adjust the carrying value to reflect changes to the fair market value of the investment. Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable represent receivables from customers for products and services invoiced by the Company for which payment is outstanding. Receivables are recorded at the invoiced amount and do not bear interest. The Company establishes an allowance for doubtful accounts for expected losses during the accounts receivable collection process. The allowance for doubtful accounts is presented separately in the consolidated balance sheets and reduces the accounts receivable balance to the net realizable value of the outstanding accounts and installment receivables. The development of the allowance for doubtful accounts is based on an expected loss model which considers historical write‑off and recovery experience, aging trends affecting specific accounts, and general operational factors affecting all accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company considers current economic trends and takes into account reasonable and supportable forecasts of future conditions when evaluating the adequacy of the allowance for doubtful accounts. If circumstances relating to specific customers change or unanticipated changes occur in the general business environment, the Company’s estimate of the recoverability of receivables could be further adjusted. Activity related to the Company’s allowance for doubtful accounts was as follows: Year Ended December 31, 2020 2019 Balance, beginning of year $ 7,274 $ 7,611 Bad debt (recovery) allowance (1,000) 862 Write-offs (812) (1,314) Foreign currency translation adjustments 297 115 Balance, end of year $ 5,759 $ 7,274 Stock‑Based Compensation — The Company records all stock‑based compensation as an expense in the consolidated statements of operations measured at the grant date fair value of the award and is recognized ratably over the requisite service period, which is generally the vesting period. The fair value of stock option awards is determined using the Black‑Scholes option pricing model. For all other equity‑based arrangements, the stock‑based compensation expense is based on the share price at the grant date (see Note 15). Guarantees — The Company’s software license agreements typically provide for indemnification of customers for intellectual property infringement claims. The Company also warrants to customers, when requested, that its software products operate substantially in accordance with standard specifications for a limited period of time. The Company has not incurred significant obligations under customer indemnification or warranty provisions historically and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty‑related obligations. 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 statement 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. On March 31, 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 Company’s Credit Facility (see Note 10). The interest rate swap is not designated as a hedging instrument for accounting purposes. The Company accounts for the swap as either an asset or a liability on the consolidated balance sheet and carries the derivative at fair value. Gains and losses from the change in fair value are recognized in Other income (expense), net and payments related to the swap are recognized in Interest expense, net in the consolidated statements of operations. 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. Fair Value Measurements — The Company categorizes its assets and liabilities measured at fair value into a three‑level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An asset or liability’s classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. Leases — The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right‑of‑use assets, Operating lease liabilities , and Long‑term operating lease liabilities in the consolidated balance sheet. Operating lease right‑of‑use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right‑of‑use assets and operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, if the Company’s leases do not provide an implicit rate, based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is determined based on the Company’s estimated credit rating, the term of the lease, economic environment where the asset resides, and full collateralization. The operating lease right‑of‑use assets also include any lease payments made and are reduced by any lease incentives. Options to extend or terminate the lease are considered in determining the lease term when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight‑line basis over the lease term. The Company’s operating leases are primarily for office space, automobiles, and office equipment. The Company’s finance lease is included in Property and equipment, net , Accruals and other current liabilities , and Other liabilities in the consolidated balance sheet. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued 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. The expedients and exceptions provided by ASU 2020‑04 do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company had no transactions that were impacted by ASU 2020‑04 during the year ended December 31, 2020. In August 2018, the FASB issued ASU No. 2018‑15, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”), which clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018‑15 is effective for the Company for the annual reporting period beginning after December 15, 2020, and interim periods beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the accounting, transition, and disclosure requirements of the standard and its impact on the Company’s consolidated results of operations and financial position. In January 2017, the FASB issued ASU No. 2017‑04, Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which removes Step 2 of the goodwill impairment test. A goodwill impairment will now be calculated as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This ASU is effective for the Company for the interim and annual reporting periods beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company does not believe that this ASU will have a material impact on the Company’s consolidated results of operations and financial position. Recently Adopted Accounting Guidance In February 2016, the FASB issued ASU No. 2016‑02 Leases (“Topic 842”). This ASU requires balance sheet recognition of lease assets and lease liabilities by lessees for leases classified as operating leases, with an optional policy election to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. The amendments also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. Subsequent to the issuance of Topic 842, the FASB issued ASU Nos. 2018‑01, Land Easement Practical Expedient for Transition to Topic 842 , 2018‑10, Codification Improvements to Topic 842 , Leases , 2018‑11, Targeted Improvements, and 2018‑20, Narrow-Scope Improvements for Lessors . These ASUs do not change the core principle of the guidance in Topic 842. Instead, these amendments are intended to clarify and improve operability of certain topics included within the lease standard. The Company adopted Topic 842 as of January 1, 2020 using the modified retrospective method The Company elected the package of practical expedients as permitted under the transition guidance, which allows the Company: (1) to not reassess whether any existing contracts are leases or contain a lease; (2) to not reassess the lease classification of existing leases; and (3) to not reassess treatment of initial direct costs for existing leases. Additionally, the Company elected the practical expedients to combine lease and non-lease components for new leases post adoption and to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. Upon adoption of Topic 842, the Company recognized right‑of‑use assets of $45,850 and lease liabilities of $47,666 calculated based on the present value of the remaining minimum lease payments as of the adoption date. Topic 842 did not have a material impact to the Company’s consolidated statement of operations (see Note 8). In June 2016, the FASB issued ASU No. 2016‑13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”) . Previous guidance required the allowance for doubtful accounts to be estimated based on an incurred loss model, which considers past and current conditions. Topic 326 requires companies to use an expected loss model that also considers reasonable and supportable forecasts of future conditions. Additionally, Topic 326 requires the allowance for doubtful accounts balance (contra‑asset) to be presented separately in the consolidated balance sheets. The Company adopted Topic 326 as of January 1, 2020 using the modified retrospective method of adoption. The adoption of the standard did not have a material impact on the Company’s consolidated results of operations and financial position. In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018‑13”). ASU 2018‑13 modifies certain required disclosures and establishes new requirements related to fair value measurement. Additionally, the disclosure requirement to state the reasons for transfers between Level 1 and Level 2, the policy for timing transfers between levels, and the valuation process for Level 3 measurements have been removed. The Company adopted the ASU effective January 1, 2020. The adoption of this ASU did not have a material impact on the Company’s consolidated results of operations and financial position. In December 2019, the FASB issued ASU No. 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019‑12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019‑12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The Company adopted the ASU effective January 1, 2020. The adoption of this ASU did not have a material impact on the Company’s consolidated results of operations and financial position. In August 2020, the FASB issued ASU No. 2020‑06, Debt–Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020‑06”), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if‑converted method. The Company early adopted the ASU effective January 1, 2021 using the modified retrospective method of adoption. The Company will apply this ASU to the convertible debt transaction entered into in January 2021 (see Note 25). |
Revenue from Contracts with Cus
Revenue from Contracts with Customer | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customer | Revenue from Contracts with Customers On January 1, 2019, the Company adopted Topic 606, which superseded substantially all existing revenue recognition guidance under U.S. GAAP. The Company adopted Topic 606 using the modified retrospective method, under which the cumulative effect of initially applying Topic 606 of $125,464 ($101,489, net of tax) was recorded as a cumulative decrease to the opening balance of Accumulated deficit in the consolidated balance sheet as of January 1, 2019. The Company applied the standard only to contracts that were not completed as of the date of initial application. The comparative information for the year ended December 31, 2018 has not been adjusted and continues to be reported under Topic 605. Refer below for the qualitative and quantitative discussion regarding the impact of Topic 606 adoption. The core principle of Topic 606 is to recognize revenue when promised goods or services are transferred to a customer in an amount that reflects the consideration that is expected to be received for those goods or services. Under the new guidance, the Company is required to evaluate revenue recognition through a five‑step process: (1) identify a contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies a performance obligation. The standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In applying the principles of Topic 606, more judgment and estimates are required within the revenue recognition process than was required under previous U.S. GAAP, including identifying performance obligations, estimating the amount of variable consideration to include in the transaction price, and estimating the value of each performance obligation to allocate the total transaction price to each separate performance obligation. The most significant impact to the Company resulting from the adoption of Topic 606 relates to timing of revenue recognition for perpetual licenses and the accounting for certain of the Company’s subscription arrangements that include term‑based software licenses bundled with support. Under prior guidance, revenue for perpetual licenses was recognized ratably over a three‑year period, while revenue attributable to the term‑based software licenses was recognized ratably over the term. Under Topic 606, both perpetual license and term‑based software license revenue is recognized up‑front upon delivery of the software license. Revenue recognition related to support, hosting, usage‑based offerings, and services is substantially unchanged, with support and hosting revenue recorded ratably over the contract term, usage‑based revenue recognized upon usage or delivery, and services revenue as delivered. With the adoption of Topic 606, the Company also adopted ASC Topic 340‑40, Other Assets and Deferred Costs‑Contracts with Customers (“Topic 340‑40”). Prior to the adoption of Topic 340‑40, the Company previously recognized compensation paid to sales employees and certain channel partners related to obtaining customer contracts when incurred. Under Topic 340‑40, the Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The contract costs are amortized based on the economic life of the goods and services to which the contract costs relate. The Company has determined that costs under certain sales incentive programs meet the requirements to be capitalized. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include the Company’s internal sales force compensation program and certain channel partner sales incentive programs for which the annual compensation is commensurate with annual sales activities. Under the modified retrospective method, the Company recorded a cumulative decrease of $7,734 ($6,333, net of tax) to the opening balance of Accumulated deficit in the consolidated balance sheet as of January 1, 2019. The comparative information for the year ended December 31, 2018 has not been adjusted and continues to be reported as incurred. Quantitative Effect of Topics 606 and 340 ‑ 40 Adoption The following tables compare the reported consolidated balance sheet and statement of operations, as of and for the year ended December 31, 2019, to the amounts had Topic 605 been in effect. Adoption of the standards had no impact to net cash provided by or used in operating, investing, or financing activities on the Company’s consolidated statement of cash flows for the year ended December 31, 2019. December 31, 2019 Impact from the Adoption of As Reported Topics 606 As Adjusted Topic 606 and 340-40 Topic 605 Assets Current assets: Cash and cash equivalents $ 121,101 $ — $ 121,101 Accounts receivable 211,775 (233) 211,542 Allowance for doubtful accounts (7,274) — (7,274) Prepaid income taxes 4,543 2,189 6,732 Prepaid and other current assets (1) 23,413 (3,333) 20,080 Total current assets 353,558 (1,377) 352,181 Property and equipment, net 29,632 — 29,632 Intangible assets, net 46,313 — 46,313 Goodwill 480,065 — 480,065 Investments 1,725 — 1,725 Deferred income taxes 51,068 21,543 72,611 Other assets (1) 32,238 (5,721) 26,517 Total assets $ 994,599 $ 14,445 $ 1,009,044 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 17,669 $ — $ 17,669 Accruals and other current liabilities 167,517 (292) 167,225 Deferred revenues 204,991 77,079 282,070 Income taxes payable 2,236 (1,206) 1,030 Total current liabilities 392,413 75,581 467,994 Long-term debt 233,750 — 233,750 Deferred revenues 8,154 47,967 56,121 Deferred income taxes 8,260 (633) 7,627 Income taxes payable 8,140 (1,819) 6,321 Other liabilities 9,263 — 9,263 Total liabilities 659,980 121,096 781,076 Stockholders’ equity: Common stock 2,548 — 2,548 Additional paid-in capital 408,667 — 408,667 Accumulated other comprehensive loss (23,927) 841 (23,086) Accumulated deficit (2) (52,669) (107,492) (160,161) Total stockholders’ equity 334,619 (106,651) 227,968 Total liabilities and stockholders’ equity $ 994,599 $ 14,445 $ 1,009,044 (1) As of December 31, 2019, contract cost assets of $2,690 were included in Prepaid and other current assets and $5,235 were included in Other assets . (2) Included in Accumulated deficit on the opening balance of January 1, 2019 is $107,822, net of tax, for the cumulative effect adjustment of adopting Topics 606 and 340‑40. Year Ended December 31, 2019 Impact from the Adoption of As Reported Topics 606 As Adjusted Topic 606 and 340-40 Topic 605 Revenues: Subscriptions $ 608,300 $ 5,625 $ 613,925 Perpetual licenses 59,693 (7,174) 52,519 Subscriptions and licenses 667,993 (1,549) 666,444 Services 68,661 (256) 68,405 Total revenues 736,654 (1,805) 734,849 Cost of revenues: Cost of subscriptions and licenses 71,578 (139) 71,439 Cost of services 72,572 — 72,572 Total cost of revenues 144,150 (139) 144,011 Gross profit 592,504 (1,666) 590,838 Operating expenses: Research and development 183,552 — 183,552 Selling and marketing 155,294 (20) 155,274 General and administrative 97,580 — 97,580 Amortization of purchased intangibles 14,213 — 14,213 Total operating expenses 450,639 (20) 450,619 Income from operations 141,865 (1,646) 140,219 Interest expense, net (8,199) — (8,199) Other income (expense), net (5,557) — (5,557) Income before income taxes 128,109 (1,646) 126,463 (Provision) benefit for income taxes (23,738) 1,976 (21,762) Loss from investment accounted for using the equity method, net of tax (1,275) — (1,275) Net income $ 103,096 $ 330 $ 103,426 Nature of Products and Services The Company generates revenues from subscriptions, perpetual licenses, and professional services. Subscriptions SELECT subscriptions — A prepaid annual recurring subscription that accounts (which are based on distinct contractual and billing relationships with the Company, where affiliated entities of a single parent company may each have an independent account with the Company) can elect to add to a new or previously purchased perpetual license. SELECT provides accounts with benefits, including upgrades, comprehensive technical support, pooled licensing benefits, annual portfolio balancing exchange rights, learning benefits, certain Azure‑based cloud collaboration services, mobility advantages, and access to other available benefits. Under Topic 606, SELECT subscription revenues are recognized as distinct performance obligations are satisfied. The performance obligations within the SELECT offering, outside of the portfolio balancing exchange right, are concurrently delivered and have the same pattern of recognition. These performance obligations are accounted for ratably over the term as a single performance obligation. Under Topic 605, SELECT subscriptions revenue was recognized on a ratable basis, over the subscription term. Enterprise subscriptions — The Company also provides Enterprise subscription offerings which provide its largest accounts with complete and unlimited global access to the Company’s comprehensive portfolio of solutions. Enterprise License Subscriptions (“ELS”) provide access for a prepaid fee, which is based on the account’s usage of software in the preceding year, to effectively create a fee‑certain consumption‑based arrangement. ELS contain a term license component, SELECT maintenance and support, and performance consulting days. The SELECT maintenance and support benefits under ELS do not include a portfolio balancing performance obligation. Revenue is allocated to the various performance obligations based on their respective standalone selling price (“SSP”). Revenue allocated to the term license component is recognized upon delivery at the start of the subscription term while revenues for the SELECT maintenance and support and the performance consulting days are recognized as delivered over the subscription term. Billings in advance are recorded as Deferred revenues in the consolidated balance sheets. Under Topic 605, ELS revenue was recognized on a ratable basis, over the subscription term. Enterprise 365 (“E365”) subscriptions, which were introduced during the fourth quarter of 2018, provide unrestricted access to the Company’s comprehensive software portfolio, similar to ELS, however, the accounts are charged based upon daily usage. The daily usage fee includes a term license component, SELECT maintenance and support, hosting, and Success Plan services, which are designed to achieve business outcomes through more efficient and effective use of the Company’s software. E365 revenues are recognized based upon usage incurred by the account under both Topics 606 and 605. Usage is defined as distinct user access on a daily basis. The term of E365 subscriptions aligns with calendar quarters and revenue is recognized based on actual usage. Term license subscriptions — The Company provides annual, quarterly, and monthly term licenses for its software products. Term license subscriptions contain a term license component and SELECT maintenance and support. Revenue is allocated to the various performance obligations based on their SSP. Annual term licenses (“ATL”) are generally prepaid annually for named user access to specific products. Quarterly term license (“QTL”) subscriptions allow accounts to pay quarterly in arrears for license usage that is beyond their prepaid subscriptions. Monthly term license (“MTL”) subscriptions are identical to QTL subscriptions, except for the term of the license, and the manner in which they are monetized. MTL subscriptions require a Cloud Services Subscription (“CSS”), which is described below. For ATL, revenue allocated to the term license component is recognized upon delivery at the start of the subscription term while revenue for the SELECT maintenance and support is recognized as delivered over the subscription term. Billings in advance are recorded as Deferred revenues in the consolidated balance sheets. Under Topic 605, ATL revenues were recognized on a ratable basis, over the subscription term. For usage‑based QTL and MTL subscriptions, revenues are recognized based upon usage incurred by the account under both Topics 606 and 605. Usage is defined as peak usage over the respective terms. The terms of QTL and MTL subscriptions align with calendar quarters and calendar months, respectively, and revenue is recognized based on actual usage. Visas and Passports are quarterly or annual term licenses enabling users to access specific project or enterprise information and entitles our users to certain functionality of the Company’s ProjectWise and AssetWise systems. The Company’s standard offerings are usage based with monetization through the Company’s CSS program as described below. CSS is a program designed to streamline the procurement, administration, and payment process. The program requires an account to estimate their annual usage for CSS eligible offerings and deposit funds in advance. Actual consumption is monitored and invoiced against the deposit on a calendar quarter basis. CSS balances not utilized for eligible products or services may roll over to future periods or are refundable. Paid and unconsumed CSS balances are recorded in Accruals and other current liabilities in the consolidated balance sheets. Software and services consumed under CSS are recognized pursuant to the applicable revenue recognition guidance for the respective software or service and classified as subscriptions or services based on their respective nature. Perpetual licenses Perpetual licenses may be sold with or without attaching a SELECT subscription. Historically, attachment and retention of the SELECT subscription has been high given the benefits of the SELECT subscription. Perpetual license revenue is recognized upon delivery of the license to the user under Topic 606. Under Topic 605, the Company recognized perpetual licenses revenue ratably over a three‑year term due to the portfolio balancing feature users obtain through their SELECT subscriptions. Services The Company provides professional services including training, implementation, configuration, customization, and strategic consulting services. The Company performs projects on both a time and materials and a fixed fee basis. The Company’s recent and preferred contractual structures for delivering professional services include (i) delivery of the services in the form of subscription‑like, packaged offerings which are annually recurring in nature, and (ii) delivery of the Company’s growing portfolio of Success Plans in standard offerings which offer a level of subscription service over and above the standard technical support offered to all accounts as part of their SELECT or Enterprise agreement. Revenues are recognized as services are performed under Topics 606 and 605. The Company primarily utilizes its direct internal sales force and also has arrangements through independent channel partners to promote and sell Bentley products and subscriptions to end‑users. Channel partners are authorized to promote the sale of an authorized set of Bentley products and subscriptions within an authorized geography under a Channel Partner Agreement. Significant Judgments and Estimates The Company’s contracts with customers may include promises to transfer licenses (perpetual or term‑based), maintenance, and services to a user. Judgment is required to determine if the promises are separate performance obligations, and if so, the allocation of the transaction price to each performance obligation. When an arrangement includes multiple performance obligations which are concurrently delivered and have the same pattern of transfer to the customer, the Company accounts for those performance obligations as a single performance obligation. For contracts with more than one performance obligation, the transaction price is allocated among the performance obligations in an amount that depicts the relative SSP of each obligation. Judgment is required to determine the SSP for each distinct performance obligation. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the SSP using information that may include market conditions and other observable inputs. The Company uses a range of amounts to estimate SSP when it sells each of the products and services separately and needs to determine whether there is a discount that should be allocated based on the relative SSP of the various products and services. The Company’s SELECT agreement provides users with perpetual licenses a right to exchange software for other eligible perpetual licenses on an annual basis upon renewal. The Company refers to this option as portfolio balancing and has concluded that the portfolio balancing feature represents a material right resulting in the deferral of the associated revenue. Judgment is required to estimate the percentage of users who may elect to portfolio balance and considers inputs such as historical user elections. This feature is available once per term and must be exercised prior to the respective renewal term. The Company recognizes the associated revenue upon election or when the portfolio balancing right expires. This right is included in the initial and subsequent renewal terms and the Company reestablishes the revenue deferral for the material right upon the beginning of the renewal term. As of December 31, 2020 and 2019, the Company has deferred $18,166 and $18,060, respectively, related to portfolio balancing exchange rights which is included in Deferred revenues in the consolidated balance sheets. Contract Assets and Contract Liabilities December 31, 2020 2019 Contract assets $ 446 $ 644 Deferred revenues 209,314 213,145 As of December 31, 2020 and 2019, 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 December 31, 2020 or 2019. Deferred revenues consist of billings made or payments received in advance of revenue recognition from subscriptions and professional services. The timing of revenue recognition may differ from the timing of billings to users. For the year ended December 31, 2020, $203,682 of revenue that was included in the December 31, 2019 deferred revenue balance was recognized. There were additional deferrals of $193,999, which were primarily related to new billings. For the year ended December 31, 2019, $202,354 of revenue that was included in the January 1, 2019 deferred revenue opening balance was recognized. There were additional deferrals of $202,806, which were primarily related to new billings. 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 December 31, 2020, amounts allocated to these remaining performance obligations are $209,314, of which the Company expects to recognize 96.6% over the next 12 months with the remaining amount thereafter. Disaggregation of Revenues The following table details revenues: Year Ended December 31, 2020 2019 2018 Topic 606 Topic 606 Topic 605 Topic 605 Revenues: Subscriptions: SELECT subscriptions $ 270,749 $ 267,249 $ 267,340 $ 273,745 Enterprise subscriptions 221,524 184,833 196,081 182,816 Term license subscriptions 187,000 156,218 150,504 100,860 Subscriptions 679,273 608,300 613,925 557,421 Perpetual licenses: Perpetual licenses 57,382 59,693 52,519 61,065 Subscriptions and licenses 736,655 667,993 666,444 618,486 Services: Professional services (recurring) 17,389 22,797 22,974 25,981 Professional services (other) 47,500 45,864 45,431 47,243 Services 64,889 68,661 68,405 73,224 Total revenues $ 801,544 $ 736,654 $ 734,849 $ 691,710 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 years ended December 31, 2020 and 2019, the Company recognized $338,792 and $311,689 of license related revenues, respectively, of which $281,410 and $251,996, 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. Under Topic 606, the Company derived 8% of its total revenues through channel partners for both the years ended December 31, 2020 and 2019. Under Topic 605, the Company derived 9% of its total revenues through channel partners for the year ended December 31, 2018. Revenue to external customers is attributed to individual countries based upon the location of the customer. Year Ended December 31, 2020 2019 2018 Topic 606 Topic 606 Topic 605 Topic 605 Revenues: Americas (1) $ 395,746 $ 356,331 $ 360,934 $ 328,749 Europe, the Middle East, and Africa (“EMEA”) (2) 254,036 236,602 235,254 231,486 Asia-Pacific (“APAC”) 151,762 143,721 138,661 131,475 Total revenues $ 801,544 $ 736,654 $ 734,849 $ 691,710 (1) Americas includes the U.S., Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $348,222 (Topic 606) for the year ended December 31, 2020, $306,493 (Topic 606) and $307,259 (Topic 605) for the year ended December 31, 2019, and $277,706 (Topic 605) for the year ended December 31, 2018. (2) Revenue attributable to the United Kingdom (“U.K.”) totaled $64,433 (Topic 606) for the year ended December 31, 2020, $57,321 (Topic 606) and $59,524 (Topic 605) for the year ended December 31, 2019, and $59,086 (Topic 605) for the year ended December 31, 2018. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions For the years ended December 31, 2020, 2019, and 2018, the Company completed a number of acquisitions, none of which were material, individually or in the aggregate, to the Company’s consolidated statements of operations and financial position. The aggregate details of the Company’s acquisition activity are as follows: Acquisitions Completed in Year Ended December 31, 2020 2019 2018 Number of acquisitions 6 4 7 Cash paid at closing (1) $ 98,298 $ 36,577 $ 143,038 Cash acquired (5,266) (2,523) (7,774) Net cash paid $ 93,032 $ 34,054 $ 135,264 (1) Of the cash paid at closing for the year ended December 31, 2020, $3,413 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: December 31, 2020 2019 Accruals and other current liabilities $ 2,884 $ 5,100 Other liabilities 1,415 1,499 Contingent consideration from acquisitions $ 4,299 $ 6,599 The fair value of non-contingent consideration from acquisitions is included in the consolidated balance sheets as follows: December 31, 2020 2019 Accruals and other current liabilities $ 685 $ 900 Other liabilities 1,774 — Non-contingent consideration from acquisitions $ 2,459 $ 900 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. Independent valuations are obtained to support purchase price allocations when deemed appropriate. In connection with the purchase price allocations related to the Company’s acquisitions, the Company has estimated the fair values of the support obligations assumed relative to acquired deferred revenue. The estimated fair values of the support obligations assumed were determined using a cost‑build‑up approach. The cost‑build‑up approach determines fair value by estimating the costs related to fulfilling the obligations plus a normal profit margin. For accounting purposes, the sum of the costs and operating profit approximates the amount that the Company would be required to pay a third party to assume the support obligations. These fair value adjustments reduce the revenues recognized over the remaining support contract term of the Company’s acquired contracts. For the years ended December 31, 2020, 2019, and 2018, the fair value adjustments to reduce revenue were $599, $553, and $2,469, respectively. The purchase accounting for the six acquisitions completed for the year ended December 31, 2020 is not yet completed. Identifiable assets acquired and liabilities assumed were provisionally recorded at their estimated fair values on the respective acquisition date. The initial accounting for these business combinations is not complete because the evaluation necessary to assess the fair values of certain net assets acquired is still in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The allocation of the purchase price may be modified from the date of the acquisition as more information is obtained about the fair values of assets acquired and liabilities assumed, however such measurement period cannot exceed one year. Acquisition and integration costs are expensed as incurred. For the years ended December 31, 2020, 2019, and 2018, the Company incurred acquisition and integration costs of $2,227, $950, and $1,361, respectively, which include costs related to legal, accounting, valuation, general administrative, and other consulting fees. Such costs are recorded in General and administrative in the consolidated statements of operations. 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 Year Ended December 31, 2020 2019 2018 Consideration: Cash paid at closing $ 98,298 $ 36,577 $ 143,038 Contingent consideration 2,380 4,498 13,456 Deferred, non-contingent consideration, net 1,416 — 690 Total consideration $ 102,094 $ 41,075 $ 157,184 Assets acquired and liabilities assumed: Cash $ 5,266 $ 2,523 $ 7,774 Prepaid and other current assets 8,701 1,782 4,790 Operating lease right-of-use assets 2,529 — — Property and equipment 499 411 340 Other assets 36 84 — Customer relationship asset (weighted average useful life of 6, 7, and 5 years, respectively) 11,371 6,534 27,294 Software and technology (weighted average useful life of 3 years) 2,207 2,423 9,332 In-process research and development — — 1,366 Non-compete agreement (useful life of 5 years) 200 150 — Trademarks (weighted average useful life of 7, 5, and 7 years, respectively) 3,953 1,431 2,090 Total identifiable assets acquired excluding goodwill 34,762 15,338 52,986 Accruals and other current liabilities (4,991) (3,538) (3,848) Deferred revenues (5,351) (2,897) (6,181) Operating lease liabilities (2,529) — — Deferred income taxes (1,701) (1,869) (8,917) Other liabilities (86) — — Total liabilities assumed (14,658) (8,304) (18,946) Net identifiable assets acquired excluding goodwill 20,104 7,034 34,040 Goodwill 81,990 34,041 123,144 Net assets acquired $ 102,094 $ 41,075 $ 157,184 The fair values of the working capital, other assets (liabilities), and property and equipment approximated their respective carrying values as of the acquisition date. As discussed above, the fair values of deferred revenues were determined using the cost‑build‑up approach. 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. Goodwill recorded in connection with the acquisitions was attributable to synergies expected to arise from cost saving opportunities, as well as future expected cash flows. Of the goodwill recorded as of December 31, 2020, $24,133 is expected to be deductible for tax purposes. Acquisition Subsequent to December 31, 2020 In February 2021, the Company completed the acquisition of E7. The acquisition is not expected to be material to the Company’s consolidated statements of operations and financial position. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consist of the following as of December 31, 2020 and 2019: December 31, 2020 2019 Land $ 2,811 $ 2,811 Building and improvements 33,094 31,619 Computer equipment and software 44,369 47,472 Furniture, fixtures, and equipment 12,849 12,593 Aircraft 4,075 3,910 Other 58 79 Property and equipment, at cost 97,256 98,484 Less: Accumulated depreciation (68,842) (68,852) Total property and equipment, net $ 28,414 $ 29,632 Depreciation expense for the years ended December 31, 2020, 2019, and 2018 was $10,166, $9,813, and $9,300, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows: Balance, December 31, 2018 $ 446,318 Acquisitions 34,041 Foreign currency translation adjustments (321) Other adjustments 27 Balance, December 31, 2019 480,065 Acquisitions 81,990 Foreign currency translation adjustments 19,195 Other adjustments (76) Balance, December 31, 2020 $ 581,174 Details of intangible assets other than goodwill as of December 31, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Estimated Gross Accumulated Net Book Gross Accumulated Net Book Intangible assets subject to amortization: Software and technology 3 years $ 67,691 $ (63,046) $ 4,645 $ 66,063 $ (58,866) $ 7,197 Customer relationships 3-10 years 97,008 (66,030) 30,978 88,904 (59,744) 29,160 Trademarks 3-10 years 26,610 (16,888) 9,722 22,278 (12,461) 9,817 Non-compete agreements 5 years 350 (68) 282 150 (11) 139 Total intangible assets $ 191,659 $ (146,032) $ 45,627 $ 177,395 $ (131,082) $ 46,313 The aggregate amortization expense for purchased intangible assets with finite lives recorded for the years ended December 31, 2020, 2019, and 2018 was reflected in our consolidated statements of operations as follows: Year Ended December 31, 2020 2019 2018 Cost of subscriptions and licenses $ 4,981 $ 3,795 $ 2,840 Amortization of purchased intangibles 15,352 14,213 14,000 Total amortization expense $ 20,333 $ 18,008 $ 16,840 Amortization expense for the years following December 31, 2020 are estimated as follows: 2021 $ 16,088 2022 12,975 2023 6,609 2024 3,316 2025 2,559 Thereafter 4,080 $ 45,627 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments In September 2020, the Company acquired an interest in a platform as a service technology company with a focus on digital twin integration in the energy sector, which the Company accounts for using the cost method. In September 2019, the Company and Topcon Positioning Systems, Inc. (“Topcon”) formed Digital Construction Works, Inc. (“DCW”), a joint venture which operates as a digital integrator of software and cloud services for the construction industry, which the Company accounts for using the equity method. DCW’s focus is to transform the construction industry from its legacy document‑centric paradigm by simplifying and enabling digital automated workflows and processes, technology integration, and digital twinning services for infrastructure. The Company and Topcon each have a 50% ownership in DCW. For the year ended December 31, 2020, the Company invested $3,440 in its cost method investment. The Company invested $3,000 in DCW in each of the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, the carrying amount of the Company’s investment in DCW was $2,251 and $1,725, respectively. The Company tests its investments for impairment whenever circumstances indicate that the carrying value of the investment may not be recoverable. The Company’s investments were not impaired as of December 31, 2020 or 2019. Related Party Disclosures — Pursuant to ASC 850‑10‑20, Related Party Disclosures , the Company has determined that DCW is a related party. For the years ended December 31, 2020 and 2019, transactions between the Company and DCW were not material to the Company’s consolidated financial statements. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company’s operating leases consist of office facilities, office equipment, and automobiles, and the Company’s finance lease consists of computer equipment. The finance lease is not material for the periods presented. As of December 31, 2020, the Company’s leases have remaining terms of less than one year to nine years, some of which include one or more options to renew, with renewal terms from one year to ten years and some of which include options to terminate the leases from less than one year to ten years. For contracts with lease and non‑lease components, the Company has elected not to allocate the contract consideration, and account for the lease and non-lease components as a single lease component. Payments under the Company’s lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities. Variable lease cost may include common area maintenance, property taxes, utilities, and fluctuations in rent due to a change in an index or rate. The Company has elected not to recognize a right‑of‑use asset or lease liability for short‑term leases (leases with a term of twelve months or less). Short‑term leases are recognized in the consolidated statement of operations on a straight‑line basis over the lease term. Short‑term lease expense was not material for the periods presented. The components of operating lease cost reflected in the consolidated statement of operations for the year ended December 31, 2020 were as follows: Year Ended December 31, 2020 Operating lease cost (1) $ 18,194 Variable lease cost 3,881 Short-term lease cost 399 Total operating lease cost $ 22,474 (1) Operating lease cost includes rent cost related to operating leases for office facilities of $17,417 for the year ended December 31, 2020. For the years ended December 31, 2019 and 2018, total rent expense related to operating leases recognized on straight‑line basis over the life of the lease under the prior lease standard (Topic 840) was $17,036 and $16,726, respectively. Other information related to leases for the year ended December 31, 2020 was as follows: Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 18,384 Right-of-use assets obtained in exchange for new operating lease liabilities $ 15,522 Weighted average remaining lease term — operating leases (in years) 3.65 Weighted average discount rate — operating leases 2.14 % Maturities of operating lease liabilities as of December 31, 2020 are as follows: December 31, 2020 2021 $ 17,666 2022 13,859 2023 8,801 2024 4,715 2025 3,528 Thereafter 1,983 Total future lease payments 50,552 Less: Imputed interest (2,175) Total operating lease liabilities $ 48,377 As of December 31, 2020, the Company had additional operating lease minimum lease payments of $1,368 for executed leases that have not yet commenced, primarily for office locations. As of December 31, 2019 , under the prior lease standard (Topic 840), future minimum lease payments under non ‑ cancelable operating leases are as follows: December 31, 2019 2020 $ 15,886 2021 13,186 2022 10,385 2023 6,572 2024 3,216 Thereafter 2,771 Total minimum lease payments $ 52,016 Total financing lease liabilities as of December 31, 2020 were $296. Supplemental balance sheet information related to the financing lease as of December 31, 2020 is as follows: December 31, 2020 Property and equipment $ 572 Accumulated depreciation (229) Property and equipment, net $ 343 Accruals and other current liabilities $ 197 Other liabilities 99 Total financing lease liabilities $ 296 |
Leases | Leases The Company’s operating leases consist of office facilities, office equipment, and automobiles, and the Company’s finance lease consists of computer equipment. The finance lease is not material for the periods presented. As of December 31, 2020, the Company’s leases have remaining terms of less than one year to nine years, some of which include one or more options to renew, with renewal terms from one year to ten years and some of which include options to terminate the leases from less than one year to ten years. For contracts with lease and non‑lease components, the Company has elected not to allocate the contract consideration, and account for the lease and non-lease components as a single lease component. Payments under the Company’s lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities. Variable lease cost may include common area maintenance, property taxes, utilities, and fluctuations in rent due to a change in an index or rate. The Company has elected not to recognize a right‑of‑use asset or lease liability for short‑term leases (leases with a term of twelve months or less). Short‑term leases are recognized in the consolidated statement of operations on a straight‑line basis over the lease term. Short‑term lease expense was not material for the periods presented. The components of operating lease cost reflected in the consolidated statement of operations for the year ended December 31, 2020 were as follows: Year Ended December 31, 2020 Operating lease cost (1) $ 18,194 Variable lease cost 3,881 Short-term lease cost 399 Total operating lease cost $ 22,474 (1) Operating lease cost includes rent cost related to operating leases for office facilities of $17,417 for the year ended December 31, 2020. For the years ended December 31, 2019 and 2018, total rent expense related to operating leases recognized on straight‑line basis over the life of the lease under the prior lease standard (Topic 840) was $17,036 and $16,726, respectively. Other information related to leases for the year ended December 31, 2020 was as follows: Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 18,384 Right-of-use assets obtained in exchange for new operating lease liabilities $ 15,522 Weighted average remaining lease term — operating leases (in years) 3.65 Weighted average discount rate — operating leases 2.14 % Maturities of operating lease liabilities as of December 31, 2020 are as follows: December 31, 2020 2021 $ 17,666 2022 13,859 2023 8,801 2024 4,715 2025 3,528 Thereafter 1,983 Total future lease payments 50,552 Less: Imputed interest (2,175) Total operating lease liabilities $ 48,377 As of December 31, 2020, the Company had additional operating lease minimum lease payments of $1,368 for executed leases that have not yet commenced, primarily for office locations. As of December 31, 2019 , under the prior lease standard (Topic 840), future minimum lease payments under non ‑ cancelable operating leases are as follows: December 31, 2019 2020 $ 15,886 2021 13,186 2022 10,385 2023 6,572 2024 3,216 Thereafter 2,771 Total minimum lease payments $ 52,016 Total financing lease liabilities as of December 31, 2020 were $296. Supplemental balance sheet information related to the financing lease as of December 31, 2020 is as follows: December 31, 2020 Property and equipment $ 572 Accumulated depreciation (229) Property and equipment, net $ 343 Accruals and other current liabilities $ 197 Other liabilities 99 Total financing lease liabilities $ 296 |
Accruals and Other Current Liab
Accruals and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accruals and Other Current Liabilities | Accruals and Other Current Liabilities Accruals and other current liabilities consist of the following: December 31, 2020 2019 CSS deposits $ 110,291 $ 54,688 Accrued benefits 36,613 33,184 Accrued compensation 22,131 31,537 Due to customers 9,869 8,945 Accrued hosting costs 7,988 2,215 Accrued severance and realignment costs 7,209 1,688 Sales taxes payable 6,361 5,287 Accrued acquisition stay bonuses 5,599 4,143 Accrued professional fees 4,210 4,382 Contingent consideration from acquisitions 2,884 5,100 Accrued facility costs 2,095 2,168 Non-contingent consideration from acquisitions 685 900 Accrued rent — 1,909 Other accrued and current liabilities 10,858 11,371 Total accruals and other current liabilities $ 226,793 $ 167,517 |
Long_Term Debt
Long‑Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long‑Term Debt Long‑term debt consists of the following as of December 31, 2020 and 2019: December 31, 2020 2019 Bank credit facility: Senior secured revolver $ 246,000 $ 233,750 Total long‑term debt $ 246,000 $ 233,750 Bank Credit Facility — On December 19, 2017, the Company entered into an amended and restated credit agreement (the “Credit Facility”), which matures on December 18, 2022. Upon entry into the Credit Facility, the Company obtained a $500,000 senior secured revolving facility and refinanced all indebtedness outstanding under its prior facility. Subsequent to December 31, 2020, the Company refinanced its Credit Facility (see Note 25). On September 2, 2020, the Company entered into the First Amendment to the Credit Facility, which provided a new term loan of $125,000 (the “Term Loan”) with a maturity of December 18, 2022 and included certain other amendments, including the addition of a mandatory prepayment provision requiring the Company to prepay borrowings under the Credit Facility in an aggregate amount equal to the net proceeds from any underwritten public offering by the Company, which prepayment shall be applied, first, to the Term Loan and, second, to any borrowings outstanding under the revolving facility under the Credit Facility without reducing the revolving commitments thereof. The Company used borrowings under the Term Loan and under the revolving facility under the Credit Facility to pay the Special Dividend declared by the Company’s board of directors on August 28, 2020 (see Note 13). In November 2020, the Company used a portion of the net proceeds from the Follow‑On Offering to repay the $125,000 Term Loan (see Note 13). In addition to the revolving line of credit, the Credit Facility also provides up to $50,000 of letters of credit and other incremental borrowings subject to availability, including a $50,000 multi‑currency swing‑line sub‑facility and a $100,000 incremental “accordion” sub‑facility. The Company had $150 and $546 of letters of credit and surety bonds outstanding as of December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the Company had $253,850 and $265,704, respectively, available under the Credit Facility. Under the Credit Facility, the Company may make either Euro currency or non‑Euro currency interest rate elections. Interest on the Euro currency borrowings is at the one‑month LIBOR plus a spread ranging from 100 basis points (“bps”) to 225 bps as determined by the Company’s net leverage ratio. Under the non‑Euro currency elections, Credit Facility borrowings bear a base interest rate of the greater of (i) the prime rate, (ii) the overnight bank funding effective rate plus 50 bps, or (iii) LIBOR plus 100 bps, plus a spread ranging from 0 bps to 125 bps as determined by the Company’s leverage ratio. In addition, a commitment fee for the unused Credit Facility ranges from 15 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 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 Credit Facility contains both affirmative and negative covenants, including maximum leverage ratios. As of December 31, 2020 and 2019, the Company was in compliance with all covenants in its debt agreements. Interest rate risk associated with the Credit Facility is managed through an interest rate swap which the Company executed on March 31, 2020. The swap has an effective date of April 2, 2020 and a termination date of April 2, 2030. Under the terms of the swap, the Company fixed its LIBOR borrowing rate at 0.73% on a notional amount of $200,000. The interest rate swap is not designated as a hedging instrument for accounting purposes. The Company accounts for the swap as either an asset or a liability on the consolidated balance sheet and carries the derivative at fair value. Gains and losses from the change in fair value are recognized in Other income (expense), net in the consolidated statement of operations. As of December 31, 2020, the Company recorded a swap related asset at fair value of $347 in Other assets in the consolidated balance sheet. The weighted average interest rate under the Credit Facility was 1.92%, 3.47%, and 3.28% for the years ended December 31, 2020, 2019, and 2018, respectively. There were no accrued interest or fees as of December 31, 2020 and 2019. Interest expense was $6,878, $8,971, and $8,800 for the years ended December 31, 2020, 2019, and 2018, respectively. For the year ended December 31, 2020, the Company incurred $432 of debt issuance costs related to the Term Loan. In addition, interest expense includes amortization of deferred financing costs of $553 for both the years ended December 31, 2020 and 2019 and $552 for the year ended December 31, 2018. Other — Interest expense related to other obligations was $50, $207, and $255 for the years ended December 31, 2020, 2019, and 2018, respectively. Convertible Debt — In January 2021, the Company completed an offering of convertible debt (see Note 25). |
Executive Bonus Plan
Executive Bonus Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Executive Bonus Plan | Executive Bonus Plan Certain of the Company’s key employees, including its named executive officers, participate in the Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated, effective as of September 3, 2020 (the “Bonus Plan”). Pursuant to the Bonus Plan, participants are eligible to receive incentive bonuses that are determined based on the Company’s adjusted Management Report Operating Income (“MROI”), as defined in the plan agreement and before deduction for such plan payments. For purposes of the Bonus Plan, the bonus pool thereunder may be funded with up to an aggregate of 20% of the Company’s adjusted MROI, subject to approval by the board of directors, with payments made to plan participants based on each such participant’s allocated interest in the bonus pool. The plan permits the deduction of certain holdback amounts from the plan’s pool, from which amounts can then be allocated to fund items including equity and/or cash incentive compensation for non‑plan participants and participant charitable contributions. A participant may defer any portion, or all, of such participant’s incentive bonus payable pursuant to the Bonus Plan into the DCP (see Note 12). Prior to September 3, 2020, a participant’s non‑deferred incentive bonus was payable in cash. On September 3, 2020, the Company amended and restated the Bonus Plan to provide, in part, that a participant may elect to receive any portion, or all, of such participant’s non‑deferred incentive bonus in the form of shares of fully vested Class B Common Stock issued under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (the “2020 Incentive Award Plan”) beginning in the fourth quarter of 2020, subject to the limitation described below. The Company records the election of non‑deferred incentive bonus in the form of shares of fully vested Class B Common Stock as stock‑based compensation expense in the consolidated statement of operations (see Note 15). Such election must be made prior to the start of the applicable calendar quarter for which the incentive bonus is to be paid, and the number of shares of Class B Common Stock payable in respect of such elected amount is calculated using a volume-weighted average price of the Company’s Class B Common Stock for the period commencing on the tenth trading day prior to the end of the applicable calendar quarter and ending on the tenth trading day following the end of the applicable calendar quarter. Notwithstanding participants’ elections to receive shares of fully vested Class B Common Stock in respect of their non‑deferred incentive bonus payments, if, in any calendar quarter, the aggregate U.S. Dollar value of shares of fully vested Class B Common Stock payable in respect of the non‑deferred incentive bonuses exceeds $7,500, the portion of each participant’s non‑deferred incentive bonus payable in shares of fully vested Class B Common Stock will be reduced pro rata such that the $7,500 limit is not exceeded, and, for each affected participant, the amount of such reduction will be payable in cash. For the years ended December 31, 2020, 2019, and 2018, the incentive compensation, including cash payments, election to receive shares of fully vested Class B Common Stock beginning in the fourth quarter of 2020, and deferred compensation to plan participants, recognized under this plan (net of all applicable holdbacks) was $34,340, $31,061, and $27,641, respectively. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | Retirement PlansThe Company maintains a qualified 401(k) profit‑sharing plan (the “Plan”) for the benefit of substantially all U.S.‑based full‑time colleagues. The Company may make discretionary profit‑sharing contributions to the Plan up to a maximum of 5% of “qualified cash compensation” for each eligible participating colleague. Non‑discretionary (matching) 401(k) contributions to the Plan, for full‑time U.S. colleagues, were $3,583, $3,311, and $3,337, for the years ended December 31, 2020, 2019, and 2018, respectively. The Company also maintains various retirement benefit plans (primarily defined contribution plans) for colleagues of its international subsidiaries. Contributions to these plans were $7,347, $8,070, and $7,613, for the years ended December 31, 2020, 2019, and 2018, respectively. The Company also has a nonqualified DCP, which was amended and restated effective September 22, 2020, under which certain officers and key colleagues may defer all or any part of their incentive compensation, and the Company may make discretionary awards on behalf of such participants. Elective participant deferrals and discretionary Company awards are required to be in the form of phantom shares of the Company’s Class B Common Stock, which are valued for tax and accounting purposes in the same manner as actual shares of Class B Common Stock. The Company’s discretionary awards made prior to January 1, 2016 vest 20% on the date of grant and 20% on each of the four subsequent anniversary dates. The Company’s discretionary awards made on or after January 1, 2016 are 100% vested at the time of grant. No discretionary contributions were made to the DCP for the years ended December 31, 2020, 2019, and 2018. Pursuant to the terms of the DCP, in connection with the Special Dividend (see Note 13) declared on August 28, 2020, participants received 2,709,851 phantom shares in lieu of the Special Dividend. As of December 31, 2020 and 2019, phantom shares issuable by the DCP were 30,590,955 and 30,768,633, respectively. Amounts in the DCP attributable to certain non‑colleague participants are settled in cash and are classified as liabilities which are marked to market at the end of each reporting period. The total liability related to the DCP for non‑colleague participants was $2,591 and $2,544 as of December 31, 2020 and 2019, respectively. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock | Common Stock Initial Public Offering On September 25, 2020, the Company completed its IPO. The selling stockholders sold 12,360,991 shares of Class B Common Stock at a public offering price of $22.00 per share. The Company did not sell any shares in the IPO and did not receive any of the proceeds from the sale of the Class B Common Stock sold by the selling stockholders. For the year ended December 31, 2020, the Company recorded $26,130 in Expenses associated with initial public offering in the consolidated statement of operations. These expenses included certain non‑recurring costs relating to the Company’s IPO, consisting of the payment of underwriting discounts and commissions applicable to the sale of shares by the selling stockholders, professional fees, and other expenses. In connection with the IPO, the Company’s amended and restated Certificate of Incorporation authorizes shares of undesignated preferred stock. See below for further detail. Authorized Common Shares — Upon the closing of the IPO, the Company’s amended and restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000 shares of Class A Common Stock and up to 1,800,000,000 shares of Class B Common Stock. Prior to the IPO, the Company amended and restated its Certificate of Incorporation on April 20, 2018 to authorize 320,000,000 shares of Class A Common Stock and 600,000,000 shares of Class B Common Stock. As of December 31, 2020 and 2019, outstanding shares of Class A Common Stock totaled 11,601,757. As of December 31, 2020 and 2019, outstanding shares of Class B Common Stock totaled 260,552,747 and 243,241,192, respectively. Follow-On Public Offering On November 17, 2020, the Company completed its Follow‑On Offering of 11,500,000 shares of Class B Common Stock at a public offering price of $32.00 per share. The Company sold 9,603,965 shares of Class B Common Stock (inclusive of 1,500,000 shares sold upon the exercise by the underwriters of their option to purchase additional shares of the Company’s Class B Common Stock). The selling stockholders sold 1,896,035 shares of Class B Common Stock. The Company received net proceeds of $294,429 after deducting expenses of $12,898. The Company did not receive any of the proceeds from the sale of the Class B Common Stock sold by the selling stockholders. Expenses associated with the Follow‑On Offering included certain non‑recurring costs, consisting of the payment of underwriting discounts and commissions applicable to the sale of shares by the Company, professional fees, and other expenses. The Company agreed to pay certain expenses in connection with the Follow‑On Offering on behalf of the selling stockholders and made an accounting policy election to offset these expenses against the Follow‑On Offering proceeds. The Follow‑On Offering net proceeds were used to repay outstanding borrowings under the Term Loan and revolving facility of the Company’s Credit Facility (see Note 10). Sales, Repurchases, and Issuances of Company Capital Stock In September 2016, the Company entered into a Class B Common Stock Purchase Agreement with a strategic investor (the “Common Stock Purchase Agreement”), pursuant to which the investor could acquire in a series of transactions up to $200,000 of the Company’s Class B Common Stock at the then prevailing fair market value, either directly from selling stockholders, in which case the Company would act as pass through agent, or by funding the Company’s repurchase and subsequent sale to the investor of shares acquired by the Company from existing Company stockholders. The Common Stock Purchase Agreement grants to the strategic investor certain informational and protective rights, including, for so long as the Company remains party to a long-term strategic collaboration agreement with the investor, a pre‑IPO right of first refusal on any sale of the Company and a post‑IPO right to participate in any sale process the Company may undertake. The strategic investor’s right of first refusal terminated upon the effectiveness of the Company’s IPO registration statement. On April 23, 2018, the Company entered into an amendment to the Common Stock Purchase Agreement, which (i) increased the maximum purchase amount from $200,000 to $250,000 thereunder, (ii) extended the expiration of the agreement from 2026 to 2030, and (iii) granted the Company the right to retain a portion of the shares that would otherwise be sold to the investor. For the year ended December 31, 2020, the investor purchased 4,574,399 shares under the Common Stock Purchase Agreement, with 3,769,346 of such shares having been repurchased by the Company and re‑sold to the investor for consideration of $58,349 and 805,053 shares acquired directly by the investor for consideration of $12,462. During the year ended December 31, 2020, the investor reached the maximum purchase amount of $250,000. For the year ended December 31, 2019, the investor purchased 791,873 shares under the Common Stock Purchase Agreement, with 622,873 of such shares having been repurchased by the Company and re‑sold to the investor for consideration of $4,510 and 169,000 shares acquired directly by the investor for consideration of $1,224. For the year ended December 31, 2018, the investor purchased 5,151,019 shares under the Common Stock Purchase Agreement, with 2,139,466 of such shares having been repurchased by the Company and re‑sold to the investor for consideration of $16,220 and 3,011,553 shares acquired directly by the investor for consideration of $22,792. For the year ended December 31, 2020, the Company issued 4,060,839 shares of Class B Common Stock to colleagues who exercised their stock options, net of shares withheld at exercise. Of the total stock options exercised for 5,486,191 shares, 1,425,352 shares were sold back to the Company to pay for the cost of the stock options, as well as applicable income tax withholdings of $4,755. Of the total stock options exercised, 1,063,204 shares were issued for cash totaling $9,128. For the year ended December 31, 2020, the Company paid $1,454 for 128,007 shares sold back to the Company upon exercise of the Put and Call provisions under the Amended and Restated 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”) (see Note 15). For the year ended December 31, 2019, the Company issued 3,214,542 shares of Class B Common Stock to colleagues who exercised their stock options, net of shares withheld at exercise. Of the total stock options exercised for 4,731,158 shares, 1,516,616 shares were sold back to the Company to pay for the cost of the stock options, as well as applicable income tax withholdings of $2,324. Of the total stock options exercised, 1,273,271 shares were issued for cash totaling $3,627. For the year ended December 31, 2019, the Company paid $8,838 for 1,126,747 shares sold back to the Company upon exercise of the Put and Call provisions under its applicable equity incentive plans (see Note 15). For the year ended December 31, 2018, the Company issued 2,812,998 shares of Class B Common Stock to colleagues who exercised their stock options, net of shares withheld at exercise. Of the total stock options exercised for 3,726,606 shares, 913,608 shares were sold back to the Company to pay for the cost of the stock options, as well as applicable income tax withholdings of $1,577. Of the total stock options exercised, 1,235,204 shares were issued for cash totaling $2,187. For the year ended December 31, 2018, the Company paid $8,571 for 1,131,928 shares sold back to the Company upon exercise of the Put and Call provisions under its applicable equity incentive plans (see Note 15). Upon the completion of the IPO, the Put and Call provisions of the Company’s 2015 Equity Incentive Plan terminated automatically. For the years ended December 31, 2020, 2019, and 2018, the Company issued 3,081,607, 2,322,983, and 2,332,585 shares of Class B Common Stock to DCP participants in connection with distributions from the plan. The distribution in shares for the year ended December 31, 2020 totaled 3,352,931 shares of which 271,324 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $4,625. The distribution in shares for the year ended December 31, 2019 totaled 3,082,607 shares of which 759,624 shares were sold back to the Company to pay for the cost of applicable income tax withholding of $5,609. The distribution in shares for the year ended December 31, 2018 totaled 3,340,904 shares of which 1,008,319 shares were sold back to the Company to pay for the cost of applicable income tax withholding of $6,861. For the years ended December 31, 2020, 2019, and 2018, the Company repurchased 549,834, 318,203, and 465,979 shares from its profit‑sharing plan for $6,970, $2,417, and $3,387, respectively. Selected Terms of Class A Common Stock and Class B Common Stock — Upon the closing of the IPO, the rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class B Common Stock is entitled to one vote per share, while each share of Class A Common Stock is entitled to 29 votes per share and is convertible at any time into one share of Class B Common Stock. Class A Common Stock will automatically convert into Class B Common Stock upon certain transfers, and its votes per share will be reduced to 11 in the event none of the Bentleys, as defined, serves as a Company director or executive officer. Class A Common Stock also will automatically convert into shares of Class B Common Stock upon the affirmative vote of at least 90% of the then outstanding shares of Class A Common Stock or such time that the Bentley family, as defined, collectively, directly or indirectly, own less than 20% of the issued and outstanding Class B Common Stock on a fully-diluted basis (assuming the conversion of all issued and outstanding Class A Common Stock). Pursuant to the terms of the Company’s amended and restated Certificate of Incorporation in effect prior to the IPO, each share of Class B Common Stock had the same rights and privileges as each share of Class A Common Stock, except that the holders of outstanding shares of Class B Common Stock did not have any right to vote on, or consent with respect to, any matters to be voted on or consented to by the stockholders of the Company except as was required by law, and the shares of Class B Common Stock were not included in determining the number of shares voting or entitled to vote on any such matters. Selected Terms of Preferred Stock — Upon the closing of the IPO, the Company’s amended and restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000 shares of preferred stock. Preferred stock has rights, preferences, and privileges which may be designated from time to time by the Company’s board of directors. As of December 31, 2020, there were no shares of preferred stock outstanding. Dividends — The Company declared cash dividends during the periods presented as follows: Dividend Per Share Amount 2020: Fourth quarter $ 0.030 $ 8,270 Third quarter (1) 1.530 400,311 Second quarter 0.030 7,771 First quarter 0.030 7,666 Total $ 1.620 $ 424,018 2019: Fourth quarter $ 0.025 $ 6,367 Third quarter 0.025 6,380 Second quarter 0.025 6,375 First quarter 0.025 6,268 Total $ 0.100 $ 25,390 2018: Fourth quarter $ 0.020 $ 4,990 Third quarter 0.020 5,016 Second quarter 0.020 5,020 First quarter 0.020 4,979 Total $ 0.080 $ 20,005 (1) On August 28, 2020, the Company’s board of directors declared a Special Dividend of $1.50 per share of the Company’s common stock ($392,489 in the aggregate) payable to all stockholders of record as of August 31, 2020, including dividends which accrue on certain unvested restricted stock and RSUs. In connection with the Special Dividend declaration, an in kind adjustment was made to phantom shares issuable pursuant to the DCP (see Note 12) and the exercise price of all outstanding stock options at that time were reduced by $1.50, but not lower than $0.01 (see Note 15). Global Employee Stock Purchase Plan — Effective September 22, 2020, the Company’s Board and its stockholders adopted and approved the Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”). The ESPP provides eligible colleagues of the Company with an opportunity to contribute up to 15% of their eligible compensation, up to a maximum of $25 per year and subject to any other plan limitations, toward the purchase of the Company’s Class B Common Stock at a discounted price. The ESPP has 25,000,000 shares of Class B Common Stock reserved for issuance. The ESPP will be implemented by means of consecutive offering periods, with the first offering period commencing on the first trading day on or after January 1, 2021 and ending on the last trading day on or before June 30, 2021. Unless otherwise determined by the board of directors, offering periods will run from January 1st (or the first trading day thereafter) through June 30th (or the first trading day prior to such date), and from July 1st (or the first trading day thereafter) through December 31st (or the first trading day prior to such date). The purchase price per share at which shares of Class B Common Stock are sold in an offering period under the ESPP will be equal to the lesser of 85% of the fair market value of a share of Class B Common Stock (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the purchase period). As of December 31, 2020, no shares were issued under the ESPP. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of the following: Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, December 31, 2017 $ (17,847) $ (693) $ (18,540) Other comprehensive (loss) income, before taxes (11,020) 208 (10,812) Tax expense — (62) (62) Other comprehensive (loss) income, net of taxes (11,020) 146 (10,874) Balance, December 31, 2018 (28,867) (547) (29,414) Other comprehensive income (loss), before taxes 5,959 (675) 5,284 Tax benefit — 203 203 Other comprehensive income (loss), net of taxes 5,959 (472) 5,487 Balance, December 31, 2019 (22,908) (1,019) (23,927) Other comprehensive (loss) income, before taxes (2,311) 6 (2,305) Tax expense — (1) (1) Other comprehensive (loss) income, net of taxes (2,311) 5 (2,306) Balance, December 31, 2020 $ (25,219) $ (1,014) $ (26,233) |
Equity Awards and Instruments
Equity Awards and Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Awards and Instruments | Equity Awards and Instruments Effective September 22, 2020, the Company adopted and approved the 2020 Incentive Award Plan. The 2020 Incentive Award Plan provides for the granting of stock, stock options, restricted stock, RSUs, and other stock‑based or performance‑based awards to certain directors, officers, colleagues, consultants, and advisors of the Company. The 2020 Incentive Award Plan provides that the total number of shares of Class B Common Stock that may be issued under the 2020 Incentive Award Plan is 25,000,000 (the “Absolute Share Limit”); provided, however, that the Absolute Share Limit is automatically increased on the first day of each fiscal year in an amount equal to the lower of 1% of the total number of shares of Class B Common Stock outstanding on the last day of the immediately preceding fiscal year and a lower number of shares of Class B Common Stock as determined by the Company’s board of directors. The 2020 Incentive Award Plan terminates in September 2030. Equity awards that are expired, canceled, forfeited, or terminated for any reason will be available for future grant under the 2020 Incentive Award Plan. As of December 31, 2020, equity awards available for future grants under the 2020 Incentive Award Plan were 24,904,235. The Company also has equity awards outstanding under its 2015 Equity Incentive Plan which provided for the granting of awards in the form of stock options, stock appreciation rights, dividend equivalent rights, restricted stock, RSUs, and stock grants. The 2015 Equity Incentive Plan had 50,000,000 shares of Class B Common Stock reserved for issuance and terminates in November 2024. Following the completion of the IPO, no further awards may be granted under the 2015 Equity Incentive Plan. Equity Awards Stock Options — Stock options generally vest ratably on each of the first four anniversaries of the grant date. Prior to the IPO, stock options granted under the 2015 Equity Incentive Plan included Put and Call provisions that allowed colleagues who have exercised an option to sell all or part of their shares acquired upon such exercise to the Company at the fair market value at the time of the sale. The exercise period for the Put right began on the second day after the six In accordance with the terms of the 2015 Equity Incentive Plan, in connection with the payment of the Special Dividend of $1.50 per share of the Company’s common stock on September 2, 2020, the Company equitably reduced the exercise price of each outstanding stock option granted under the 2015 Equity Incentive Plan by $1.50, but not lower than $0.01 (see Note 13). Stock Grants — Under the equity incentive plans, the Company may grant unrestricted, fully vested shares of Class B Common Stock to eligible colleagues. Prior to the IPO, any such shares awarded had Put and Call rights similar to those described above with respect to stock options, which terminated upon the completion of the IPO . Restricted Stock and RSUs — Under the equity incentive plans, the Company may grant both time and performance‑based shares of restricted Class B Common Stock and RSUs to eligible colleagues. Shares of restricted stock have voting rights and, subject to the terms of the award agreements, the time‑based restricted stock awards generally accrue declared dividends which are paid upon vesting. RSUs, which may be cash or share‑settled depending on the award, do not have voting rights, but, subject to the terms of the award agreements, generally accrue declared dividends which are paid upon vesting. Certain historical RSUs granted in 2016 under the Company’s 2015 Equity Incentive Plan have dividend equivalent rights and do not accrue cash dividends. Recipients of the Company’s outstanding performance‑based restricted stock awards and RSUs are paid dividends prior to vesting. Stock-Based Compensation Expense Total stock‑based compensation expense was as follows: Year Ended December 31, 2020 2019 2018 IPO vested restricted stock and RSU expense $ 15,102 $ — $ — Bonus Plan expense (see Note 11) 6,524 — — Stock option expense 6,858 6,342 4,808 Restricted stock and RSU expense 4,248 1,749 3,074 Stock grants expense 319 — — Total pre-tax expense (1) $ 33,051 $ 8,091 $ 7,882 (1) As of December 31, 2020, $6,835 remained in Accruals and other current liabilities in the consolidated balance sheet. Total stock‑based compensation expense is included in the consolidated statements of operations as follows: Year Ended December 31, 2020 2019 2018 Cost of subscriptions and licenses $ 960 $ 115 $ 44 Cost of services 2,939 522 362 Research and development 12,105 3,107 2,971 Selling and marketing 6,692 2,210 2,337 General and administrative 10,355 2,137 2,168 Total pre-tax expense $ 33,051 $ 8,091 $ 7,882 Stock-based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures of equity awards as those forfeitures occur. The fair value of the common stock during periods prior to the IPO was determined by the board of directors at each award grant date based upon a variety of factors, including the results obtained from independent third‑party valuations, the Company’s financial position, and historical financial performance. Stock Options The fair value of each stock option award was estimated on the date of grant using the Black‑Scholes option pricing model. The determination of the fair value of share‑based payment awards using an option pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables, which are estimated as follows: Expected volatility . The expected stock price volatility for the Company’s common stock was estimated by using the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own common stock share price becomes available. Expected dividend yield . The expected dividend yield is calculated by dividing the Company’s annual dividend, based on the most recent quarterly dividend rate, by the Company’s common stock price (as described above) on the grant date. Risk‑free interest rate . The risk‑free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the stock options at the time of grant. Expected term . The expected term represents the period that the Company’s stock‑based awards are expected to be outstanding. The expected term is based on the simplified method, which represents the average period from vesting to the expiration of the award. Year Ended December 31, 2020 2019 2018 Expected volatility 31.04% 29.57% 26.32% – 27.18% Expected dividend yield 1.11% 1.38% 1.18% Risk-free interest rate 1.31% 2.48% 2.40% Expected term (in years) 3.75 3.75 3.75 Weighted average grant date fair value of stock options issued $2.49 $1.66 $1.46 The following is a summary of stock option activity and related information under the Company’s applicable equity incentive plans and after giving effect to the $1.50 downward exercise price adjustment as a result of the Special Dividend: Weighted Weighted Average Average Remaining Aggregate Stock Exercise Price Contractual Intrinsic Options Per Share Life (in years) Value Outstanding, December 31, 2019 18,691,667 $ 4.47 Granted 10,000 9.34 Exercised (5,486,191) 3.47 Canceled (373,250) 5.33 Outstanding, December 31, 2020 12,842,226 $ 4.87 2.06 $ 457,650 Exercisable, December 31, 2020 6,327,541 $ 4.42 1.47 $ 228,378 For the years ended December 31, 2020, 2019, and 2018, the Company received cash proceeds of $9,128, $3,612, and $2,179, respectively, related to the exercise of stock options. The total intrinsic value of stock options exercised for the years ended December 31, 2020, 2019, and 2018 was $72,275, $22,914, and $18,291, respectively. As of December 31, 2020, there was $6,897 of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of approximately 2.2 years. Acquisition Options — In addition to stock options granted under the Company’s equity incentive plans, in connection with an acquisition completed in March 2018, the Company issued to certain selling shareholder entities options to acquire an aggregate of up to 900,000 shares of Class B Common Stock. The options have a five‑year term, are exercisable on the fourth anniversary of the closing of the acquisition, and have an initial exercise price of $6.805 per share. The options have a four‑year service condition, which was incorporated into the Company’s Call rights. The exercise price of the options is subject to a cap and collar adjustment mechanism that automatically reduces (but not to less than $0.01) or increases the exercise price based on the difference between the exercise price and the fair market value of the Company’s Class B Common Stock on the exercise date. The fair value of the awards was estimated on the date of grant using the Black‑Scholes option pricing model. The grant date fair value of each option was $3.44. Any shares of Class B Common Stock acquired upon exercise of the options were generally entitled to the Put and Call rights summarized above under “Stock Options,” and the options contain customary adjustment provisions in case of stock splits, stock dividends, or other corporate transactions. Upon the completion of the IPO, the Put and Call provisions, as well as the incorporated service condition, of the Company’s acquisition options terminated automatically and as such, the Company accelerated $1,548 of previously unrecognized stock‑based compensation associated with these options for the year ended December 31, 2020. The Company recorded a total of $2,012 of stock‑based compensation expense associated with these options for the year ended December 31, 2020. As of December 31, 2020, all options to acquire 900,000 shares remain outstanding. As of December 31, 2020, these options are non‑exercisable and have an aggregate intrinsic value of $7,992. Stock Grants The fair value of stock grants is determined by the product of the number of fully vested Class B Common Stock granted and the Company’s common stock price (as described above) on the grant date. The total expense related to stock grants is recognized on the grant date as the issued award is fully vested. The Company granted 21,956 fully vested shares of Class B Common Stock with a fair value of $319 for the year ended December 31, 2020. The Company did not grant fully vested shares of Class B Common Stock during 2019 and 2018. Restricted Stock and RSUs The fair value of restricted stock and RSUs is determined by the product of the number of shares granted and the Company’s common stock price (as described above) on the grant date. The following is a summary of unvested restricted stock and RSU activity and related information under the Company’s applicable equity incentive plans: Weighted Average Restricted Grant Date Stock Fair Value and RSUs Per Share Unvested, December 31, 2019 210,111 $ 6.79 Granted 2,481,670 16.03 Vested (1,148,656) 14.58 Canceled (88,371) 10.06 Unvested, December 31, 2020 1,454,754 $ 16.17 Restricted Stock Restricted Grant Date and RSUs Stock RSUs Vesting Terms Q1 2020 12,454 12,454 — Time‑based Q3 2020 185,324 175,004 10,320 Performance-based (1) Q3 2020 1,197,760 698,540 499,220 (2) Time-based Q3 2020 994,912 962,674 32,238 (3) Upon the Company’s completion of the IPO on September 25, 2020 Q4 2020 12,435 1,667 10,768 Performance-based (1) Q4 2020 78,785 13,485 65,300 Time‑based 2020 total granted 2,481,670 1,863,824 617,846 (1) Performance‑based vesting is determined by the achievement of certain business growth targets, which include growth in annual recurring revenues, as well as actual bookings for perpetual licenses and non‑recurring services. Annual performance targets are seasonalized and targets are set for quarterly and annual performance periods ended on December 31, 2020. (2) Includes 46,300 RSUs that will be settled in cash. (3) 32,238 RSUs will be settled in cash. The weighted average grant date fair values of restricted stock and RSUs granted were $16.03, $7.24, and $6.81, for the years ended December 31, 2020, 2019, and 2018, respectively. For the years ended December 31, 2020, 2019, and 2018, restricted stock and RSUs were issued net of 339,833, 54,418, and 81,173 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $7,951, $399, and $637, respectively. As of December 31, 2020, there was $19,420 of unrecognized compensation cost related to unvested restricted stock and RSUs, excluding cash‑settled restricted stock and RSUs, which is expected to be recognized over a weighted average period of approximately 3.6 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income before income taxes consist of the following: Year Ended December 31, 2020 2019 2018 Domestic $ 61,470 $ 61,691 $ 56,426 International 106,150 66,418 56,436 Income before income taxes $ 167,620 $ 128,109 $ 112,862 The (provision) benefit for income taxes consists of the following: Year Ended December 31, 2020 2019 2018 Current: Federal $ (11,094) $ (7,696) $ (18,634) State (3,597) (2,486) (873) Foreign (7,688) (12,824) (11,303) (22,379) (23,006) (30,810) Deferred: Federal (5,194) (2,389) 7,655 State (1,272) (412) (508) Foreign (9,780) 2,069 52,913 (16,246) (732) 60,060 (Provision) benefit for income taxes $ (38,625) $ (23,738) $ 29,250 A reconciliation of the U.S. statutory federal income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.9 2.0 0.9 Permanent book/tax differences (0.6) 0.2 (0.2) Stock‑based compensation (5.2) (2.3) (2.4) Non-deductible officer compensation 4.6 — — Expenses associated with IPO 3.3 — — Tax credits (2.1) (3.6) (3.3) Foreign tax rate differential (2.0) (2.8) (4.2) Income tax reserves (0.5) 0.9 (0.2) Intercompany sales of certain operating assets — — (41.1) Net tax on foreign earnings (GILTI/FDII/FTC) 0.5 6.1 — Other 1.1 (3.0) (0.2) U.S. tax reform — — 3.8 Effective income tax rate 23.0 % 18.5 % (25.9) % During 2018, the Company had intercompany sales of certain intangible operating assets between its foreign subsidiaries. The sales resulted in a 2018 net tax benefit of $46,369 in accordance with the January 1, 2018 early adoption of ASU 2016‑16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . The following is a summary of the significant components of the Company’s deferred tax assets and liabilities: December 31, 2020 2019 Deferred tax assets: Accrued compensation $ 31,580 $ 36,195 Net operating loss (“NOL”) and credit carryforwards 7,573 11,544 Intangible assets including goodwill 283 10,371 Other accruals not currently deductible 346 960 Allowance for doubtful accounts 382 472 Other comprehensive income 431 394 Lease liabilities 10,466 — Other 138 239 Total deferred tax assets 51,199 60,175 Less: Valuation allowance (1,207) (2,329) Net deferred tax assets 49,992 57,846 Deferred tax liabilities: Deferred revenues (7,257) (12,830) Property and equipment (1,989) (707) Operating lease right-of-use assets (10,070) — Prepaid expenses (2,301) (1,501) Total deferred tax liabilities (21,617) (15,038) Net deferred tax assets (liabilities) $ 28,375 $ 42,808 As of December 31, 2020, the U.S. federal NOL carryforwards with a future benefit of $533 expire in 2033 through 2036. The Canadian credit carryforwards of $1,798 have an indefinite carryforward. The Company’s state NOL carryforwards and state credit carryforwards with a future benefit of $667 expire in 2021 through 2036. In addition, the Company has foreign NOL and credit carryforwards with a future benefit of $4,286 (net of a $289 valuation allowance), which predominately have indefinite expirations. Some transactions can change the aggregate ownership of certain stockholders, which could cause a shift in the ownership of the Company, which pursuant to Internal Revenue Code (“IRC”) Section 382 could then limit on an annual basis the Company’s ability to utilize its U.S. federal NOL carryforwards (and possibly its state NOL carryforwards as well). If that occurred, the Company’s NOL carryforwards would continue to be available to offset taxable income and tax liabilities in future years (until such NOL carryforwards are either used or expire) subject to any IRC Section 382 annual limitation. The Company regularly assesses the need for a valuation allowance against its deferred tax assets by considering both positive and negative evidence related to whether it is more likely than not that the deferred tax assets will be realized. In evaluating the need for a valuation allowance, the Company considers a cumulative loss in recent years as a significant piece of negative evidence. As of December 31, 2020 and 2019, the Company has recorded a valuation allowance against its net deferred tax assets of $1,207 and $2,329, respectively. The valuation allowance is principally related to the losses from a joint venture for which the Company has determined that realization is not more likely than not. On December 22, 2017, the JOBS Act was enacted. U.S. tax reform, among other things, reduces the U.S. federal income tax rate to 21% from 35% in 2018, institutes a dividends received deduction for foreign earnings with a related tax for the deemed repatriation of unremitted foreign earnings, and creates a new U.S. minimum tax on earnings of foreign subsidiaries. The Company completed its accounting for the effects of the JOBS Act in 2018 and has included those effects in (Provision) benefit for income taxes in the consolidated statement of operations. The Company will elect to pay the liability for the deemed repatriation of foreign earnings in installments, as specified by the JOBS Act. Additionally, the JOBS Act requires certain Global Intangible Low‑Taxed Income (“GILTI”) earned by a controlled foreign corporation (“CFC”) to be included in the gross income of the CFC’s U.S. shareholder. The Company has elected the “period cost method” and treats taxes due on future U.S. inclusions in taxable income related to GILTI as a current‑period expense when incurred. The JOBS Act allows a U.S. corporation a deduction equal to a certain percentage of its foreign‑derived intangible income (“FDII”). The Company estimated the impact of the GILTI tax and FDII deduction in determining its 2019 annual effective tax rate that is reflected in its provision for income taxes for the year ended December 31, 2019. As of December 31, 2020, the Company has accumulated undistributed earnings generated by its foreign subsidiaries of approximately $427,696, of which $329,315 was subject to the one‑time transition tax on foreign earnings required by the JOBS Act and the tax on GILTI. The Company intends to indefinitely reinvest these earnings, as well as future earnings from its foreign subsidiaries, in order to fund its international operations. In addition, the Company expects future U.S. cash generation will be sufficient to meet future U.S. cash needs. The Company has not provided for any additional outside basis difference inherent in its foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities is not practicable. In accordance with the indefinite reversal criteria, the foreign currency translation adjustments recorded in other comprehensive income (loss) related to the foreign currency translations have not been tax effected. The following is a reconciliation of the total amounts of unrecognized tax benefits: Year Ended December 31, 2020 2019 2018 Unrecognized tax benefit, beginning of year $ 1,763 $ 638 $ 872 Tax positions related to prior years: Additions 1,436 1,222 80 Reductions (1,723) (86) (39) Lapse of statute of limitations (253) (11) (275) Unrecognized tax benefit, end of year $ 1,223 $ 1,763 $ 638 The amount of unrecognized tax benefits as of December 31, 2020, 2019, and 2018 was $1,223, $1,763, and $638, respectively, of which $1,175, $1,733, and $627, respectively, would impact the Company’s effective tax rate if recognized. Interest expense and penalties related to income taxes resulted in a reduction of income tax expense of $20 for the year ended December 31, 2020 and an increase of income tax expense of $101 and $8 for the years ended December 31, 2019 and 2018, respectively. Interest expense and penalties are included in (Provision) benefit for income taxes in the consolidated statements of operations. Accrued interest and penalties as of December 31, 2020 and 2019 totaled $272, $362, and $252, respectively. The Company records the amount of uncertain taxes expected to be paid in the next 12 months as a current liability and records the remaining amount in Other liabilities in the consolidated balance sheets. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Derivatives Not Designated As Hedging Instrument On March 31, 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 Company’s Credit Facility. The interest rate swap is not designated as a hedging instrument for accounting purposes. The Company accounts for the swap as either an asset or a liability on the consolidated balance sheet and carries the derivative at fair value. Gains and losses from the change in fair value are recognized in Other income (expense), net and payments related to the swap are recognized in Interest expense, net in the consolidated statements of operations. For the year ended December 31, 2020, the Company recorded a gain of $347 in Other income (expense), net and total payments recognized in Interest expense, net related to the swap were $696. In November 2018, the Company entered into an agreement with financial institutions to purchase call options to buy British pounds (“GBP”) with a notional amount of 65,000 GBP at a strike price of $1.375. The call options were purchased at a premium of $645. The call options were not designated as a hedging instrument for accounting purposes. The gains or losses from changes in the fair value of such derivative instruments are recognized in Other income (expense), net in the consolidated statements of operations. The fair value of the call options in the consolidated balance sheets was $0 as of December 31, 2019. The call options had an expiration date of February 28, 2019. Fair Value The Company applies the provisions of ASC Topic 820, Fair Value Measurement , for fair value measurements of financial assets and financial liabilities and for fair value measurements of non‑financial items that are recognized or disclosed at fair value in the consolidated financial statements. 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. The carrying values of the Company’s financial instruments excluding long‑term debt approximate their fair value due to the short‑term nature of those instruments. Additionally, as of December 31, 2020 and 2019, the fair value of the Company’s long‑term debt 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. 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. 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 following tables provide the financial assets and financial liabilities carried at fair value measured on a recurring basis: December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 34,696 $ — $ — $ 34,696 Interest rate swap (2) — 347 — 347 Total assets $ 34,696 $ 347 $ — $ 35,043 Liabilities: Acquisition contingent consideration (3) $ — $ — $ 4,299 $ 4,299 Deferred compensation plan (4) 2,591 — — 2,591 Cash-settled equity awards (5) 195 — — 195 Total liabilities $ 2,786 $ — $ 4,299 $ 7,085 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 70,000 $ — $ — $ 70,000 Total assets $ 70,000 $ — $ — $ 70,000 Liabilities: Acquisition contingent consideration (3) $ — $ — $ 6,599 $ 6,599 Deferred compensation plan (4) 2,544 — — 2,544 Total liabilities $ 2,544 $ — $ 6,599 $ 9,143 (1) Included in Cash and cash equivalents in the consolidated balance sheets. (2) Included in Other assets in the consolidated balance sheet. (3) Included in Other liabilities , except for current liabilities of $2,884 and $5,100 as of December 31, 2020 and 2019, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets. Acquisition contingent consideration liability is measured at fair value and is 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. (4) Included in Other liabilities , except for current liabilities of $169 and $153 as of December 31, 2020 and 2019, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets. (5) Included in Accruals and other current liabilities in the consolidated balance sheet. The following table 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 for the years ended December 31, 2020 and 2019. Year Ended December 31, 2020 2019 Balance, beginning of year $ 6,599 $ 4,316 Payments (3,425) (2,513) Addition 2,380 4,498 Reclassification — 180 Change in fair value (1,340) 62 Foreign currency translation adjustments 85 56 Balance, end of year $ 4,299 $ 6,599 The Company did not have any transfers between levels within the fair value hierarchy. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitment — In the normal course of business, the Company enters into various purchase commitments for goods and services. As of December 31, 2020, the non‑cancelable future cash purchase commitment for services related to the provisioning of the Company’s hosted software solutions was $82,810 through May 2023. The Company expects to fully consume its contractual commitment in the ordinary course of operations. Operating Leases — The Company leases certain facilities, automobiles, and equipment under operating leases having initial or remaining non‑cancelable terms in excess of one year (see Note 8). 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 | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Geographic Data | Geographic Data Revenues by geographic area are presented as part of the discussion in Note 3. The following table presents the Company’s long‑lived assets, net of depreciation and amortization by geographic region (see Notes 5, 6, and 8). December 31, 2020 2019 Long-lived assets: Americas (1) $ 50,306 $ 34,758 EMEA 56,322 34,039 APAC 13,541 7,148 Total long-lived assets $ 120,169 $ 75,945 (1) Americas includes the U.S., Canada, and Latin America (including the Caribbean). |
Interest Expense, Net
Interest Expense, Net | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Interest Expense, Net | Interest Expense, Net Interest expense, net is comprised of the following: Year Ended December 31, 2020 2019 2018 Interest expense $ (7,913) $ (9,731) $ (9,607) Interest income 437 1,532 842 Total interest expense, net $ (7,476) $ (8,199) $ (8,765) |
Other Income (Expense), Net
Other Income (Expense), Net | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | Other Income (Expense), Net Other income (expense), net is comprised of the following: Year Ended December 31, 2020 2019 2018 Foreign exchange gain (loss) (1) $ 22,919 $ (5,591) $ (418) Other income (expense), net (2) 2,027 34 654 Total other income (expense), net $ 24,946 $ (5,557) $ 236 (1) Foreign exchange gain (loss) is primarily attributable to foreign currency translation derived primarily from U.S. Dollar denominated cash and cash equivalents, account receivables, and intercompany balances held by foreign subsidiaries. Intercompany finance transactions denominated in U.S. Dollars resulted in unrealized foreign exchange gains (losses) of $22,310 and $(5,270) for the years ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2018, the foreign exchange loss includes a loss of $487 relating to the remeasurement of a derivative instrument (see Note 17). (2) Other income (expense), net includes a gain from the change in fair value of the Company’s interest rate swap of $347 and a gain from the change in fair value of acquisition contingent consideration of $1,340 for the year ended December 31, 2020, respectively (see Note 17). For the year ended December 31, 2018, other income (expense), net includes a gain of $707 relating to insurance proceeds received in excess of the net book value of the replaced assets. |
Realignment Costs
Realignment Costs | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Realignment Costs | Realignment Costs During the third quarter of 2020, the Company initiated a strategic realignment program in order to better serve the Company’s users and to better align resources with the evolving needs of the business (the “2020 Program”). The Company incurred realignment costs of $10,046 for the year ended December 31, 2020 related to the aforementioned program, which represents termination benefits for colleagues whose positions were eliminated. The 2020 Program activities have been broadly implemented across the Company’s various businesses with substantially all actions expected to be completed in early 2021. Accruals and other current liabilities in the consolidated balance sheets included amounts related to the realignment activities as follows: Year Ended December 31, 2020 2019 2020 Program Prior Program Total Prior Program Balance, beginning of year $ — $ 491 $ 491 $ 6,437 Realignment costs 10,046 (24) 10,022 (584) Payments (4,278) (264) (4,542) (5,326) Adjustments (1) 292 (23) 269 (36) Balance, end of year $ 6,060 $ 180 $ 6,240 $ 491 (1) Adjustments includes foreign currency translation. Realignment costs by expense classification were as follows: Year Ended December 31, 2020 2019 2018 Cost of revenues: Cost of subscriptions and licenses $ 42 $ (51) $ 256 Cost of services 1,422 (185) 845 Total cost of revenues 1,464 (236) 1,101 Operating expenses: Research and development 848 (171) 3,380 Selling and marketing 5,945 (263) 2,252 General and administrative 1,765 86 45 Total operating expenses 8,558 (348) 5,677 Total realignment costs $ 10,022 $ (584) $ 6,778 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Earnings per share (“EPS”) of Class A and Class B Common Stock amounts are computed using the two‑class method required for participating securities. The Company issues certain restricted stock awards 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 December 31, 2020, 2019, and 2018 , there were 149,754, 321,126, and 198,242 participating securities outstanding, respectively. Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. Basic EPS is computed by dividing net income attributable to common stockholders by the weighted average number of shares of Class A and Class B Common Stock outstanding , inclusive of undistributed shares of the Company’s Class B Common Stock held in the DCP as phantom shares . For the calculation of diluted EPS, net income attributable to common stockholders for basic EPS is adjusted by the effect of dilutive securities, including awards under the Company’s equity compensation plans. Diluted EPS attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of fully diluted common shares outstanding. 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, earnings per share would not differ under the two‑class method. The details of basic and diluted EPS are as follows (in thousands, except per share amounts): Year Ended December 31, 2020 2019 2018 Numerator: Net income $ 126,521 $ 103,096 $ 142,112 Less: Net income attributable to participating securities (234) (8) (4) Net income attributable to Class A and Class B common stockholders $ 126,287 $ 103,088 $ 142,108 Denominator: Denominator for basic net income per share—weighted average shares 289,863,272 284,625,642 285,805,096 Effect of dilutive securities 9,507,857 9,171,065 6,819,400 Denominator for dilutive net income per share—weighted average shares 299,371,129 293,796,707 292,624,496 Net income per share, basic $ 0.44 $ 0.36 $ 0.50 Net income per share, diluted $ 0.42 $ 0.35 $ 0.49 No shares were excluded from the computation of diluted net income per share attributable to common stockholders for the years ended December 31, 2020, 2019, and 2018. |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | Selected Quarterly Financial Information (Unaudited) Selected quarterly financial information for the years ended December 31, 2020 and 2019 are as follows (in thousands, except per share amounts): First Second Third Fourth Total Quarter Quarter Quarter Quarter Year 2020 Total revenues $ 194,690 $ 184,290 $ 202,997 $ 219,567 $ 801,544 Gross profit 157,431 147,585 160,369 169,004 634,389 Income from operations 45,961 44,591 5,323 (2) 54,275 150,150 Provision for income taxes 7,176 4,264 10,705 16,480 38,625 Net income $ 29,669 $ 39,076 $ 5,844 (2) $ 51,932 $ 126,521 Net income per share, basic (1) $ 0.10 $ 0.14 $ 0.02 (2) $ 0.17 $ 0.44 Net income per share, diluted (1) $ 0.10 $ 0.13 $ 0.02 (2) $ 0.17 $ 0.42 2019 Total revenues $ 177,539 $ 169,605 $ 186,588 $ 202,922 $ 736,654 Gross profit 144,972 132,974 151,537 163,021 592,504 Income from operations 38,290 19,468 41,402 42,705 141,865 Provision for income taxes 4,318 801 6,640 11,979 23,738 Net income $ 26,437 $ 19,981 $ 20,427 $ 36,251 $ 103,096 Net income per share, basic (1) $ 0.09 $ 0.07 $ 0.07 $ 0.13 $ 0.36 Net income per share, diluted (1) $ 0.09 $ 0.07 $ 0.07 $ 0.13 $ 0.35 (1) Net income per share was computed independently for each of the periods presented; therefore the sum of the net income per share amount for the quarters may not equal the total year. (2) During the third quarter of 2020, the Company recorded $15,445 total pre‑tax stock‑based compensation expense related to the restricted stock and RSUs that vested as a result of the IPO and $26,130 of pre‑tax expenses associated with the IPO. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Bank Credit Facility — On January 25, 2021, the Company entered into an amended and restated credit agreement, which matures on November 15, 2025 (the “New Credit Facility”). Upon entry into the New Credit Facility, the Company obtained a $850,000 senior secured revolving facility and refinanced all indebtedness outstanding under its Credit Facility (see Note 10). Convertible Debt — On January 26, 2021, the Company completed an offering of $690,000 of 0.125% convertible senior notes due 2026 (the “2026 Notes”). Interest will accrue from January 26, 2021 and will be payable twice a year with the first payment due on July 15, 2021. The Company used $25,530 of the net proceeds from the sale of the 2026 Notes to pay the cost of the capped call transactions described further below and approximately $250,500 to repay outstanding indebtedness under the Credit Facility and to pay related fees and expenses. The Company intends to use the remainder of the net proceeds from the sale of the 2026 Notes for general corporate purposes, which may include funding future acquisitions. The Company may apply all or a portion of the net proceeds for the acquisition of businesses, software solutions, and technologies that the Company believes are complementary to its own, although the Company has no agreements, commitments, or understandings with respect to any specific material acquisition at this time. The Company has not allocated any specific portion of the net proceeds to any particular purpose and its management will have the discretion to allocate the proceeds as it determines. The Company incurred $18,030 of expenses in connection with the 2026 Notes offering consisting of the payment of underwriting discounts and commissions, professional fees, and other expenses. Noteholders may convert all or a portion of their 2026 Notes at their option only in the following circumstances: (1) during any calendar quarter (and only during such quarter) commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of the Company’s Class B Common Stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any ten consecutive trading day period (such ten consecutive trading day period, the “measurement period”) in which the trading price per $1 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s Class B Common Stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s Class B Common Stock, as described in the offering memorandum; (4) if the Company calls the 2026 Notes for redemption; and (5) at any time from, and including, October 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s Class B Common Stock or a combination of cash and shares of the Company’s Class B Common Stock, at the Company’s election, based on the applicable conversion rate. The initial conversion rate is 15.5925 shares of the Company’s Class B Common Stock per $1 principal amount of 2026 Notes, which represents an initial conversion price of approximately $64.13 per share, and is subject to adjustment as described in the offering memorandum. If a “make-whole fundamental change” (as defined in the offering memorandum) occurs, then the Company will, in certain circumstances, increase the conversion rate for a specified period of time. The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after January 20, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s Class B Common Stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company’s sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. In addition, calling any 2026 Note for redemption will constitute a make‑whole fundamental change with respect to that 2026 Note, in which case the conversion rate applicable to the conversion of that 2026 Note will be increased in certain circumstances if it is converted after it is called for redemption and prior to the close of business on the second business day immediately before the related redemption date. |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation — The consolidated financial statements and accompanying notes have been prepared in United States (“U.S.”) Dollars and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company is party to a joint venture, which is accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s principal subsidiaries are Bentley Systems International Limited (Ireland), Bentley Software International, Limited (Bermuda), Bentley Canada Inc. (Canada), Bentley Systems Europe BV (the Netherlands), Bentley Systems Pty Ltd. (Australia), Bentley Systems Co., Ltd. (Japan), Bentley Systems Germany GmbH (Germany), Bentley Systems Ltd. (UK), and Bentley Systems India Private Limited (India). |
Use of Estimates | Use of Estimates — The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company’s significant estimates and assumptions include revenue recognition, adequacy of allowance for accounts receivable, determination of the fair value of acquired assets and liabilities, the fair value of derivative financial instruments, the fair value of common stock (prior to the Company’s IPO) and stock‑based compensation, operating lease assets and liabilities, useful lives for depreciation and amortization, impairment of goodwill and intangible assets, and accounting for income taxes. Actual results could differ materially from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2020 and 2019, all of the Company’s cash and cash equivalents consisted of money market funds and cash held in checking accounts maintained at various financial institutions. Cash equivalents are recorded at cost, which approximates fair value. |
Revenues | Revenues — On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2014 ‑ 09, Revenue from Contracts with Customers , and related amendments (“Topic 606”). Results for reporting periods beginning on or after January 1, 2019 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the guidance provided by Accounting Standards Codification (“ASC”) 985 ‑ 605, Software‑Revenue Recognition , and revenues for non‑software deliverables in accordance with Topic 605‑25, Revenue Recognition, Multiple‑Element Arrangements . The Company refers to ASC 985‑605 and Topic 605‑25 collectively as “Topic 605.” For a detailed description of the Company’s revenue recognition accounting policies and for the qualitative and quantitative discussion regarding the impact of Topic 606 adoption, see Note 3. Cost of Revenues — Cost of subscriptions and licenses includes salaries and other related costs, including the depreciation of property and equipment and the amortization of capitalized software costs associated with servicing software subscriptions, the amortization of intangible assets associated with acquired software and technology, channel partner compensation for providing sales coverage to subscribers, as well as cloud‑related costs incurred for servicing our customers using cloud deployed hosted solutions and those using our SELECT subscription offering. Cost of services includes salaries for internal and third‑party personnel and related overhead costs, including depreciation of property and equipment, for providing training, implementation, configuration, and customization services to customers, amortization of capitalized software costs, and related out‑of‑pocket expenses incurred. Nature of Products and Services The Company generates revenues from subscriptions, perpetual licenses, and professional services. Subscriptions SELECT subscriptions — A prepaid annual recurring subscription that accounts (which are based on distinct contractual and billing relationships with the Company, where affiliated entities of a single parent company may each have an independent account with the Company) can elect to add to a new or previously purchased perpetual license. SELECT provides accounts with benefits, including upgrades, comprehensive technical support, pooled licensing benefits, annual portfolio balancing exchange rights, learning benefits, certain Azure‑based cloud collaboration services, mobility advantages, and access to other available benefits. Under Topic 606, SELECT subscription revenues are recognized as distinct performance obligations are satisfied. The performance obligations within the SELECT offering, outside of the portfolio balancing exchange right, are concurrently delivered and have the same pattern of recognition. These performance obligations are accounted for ratably over the term as a single performance obligation. Under Topic 605, SELECT subscriptions revenue was recognized on a ratable basis, over the subscription term. Enterprise subscriptions — The Company also provides Enterprise subscription offerings which provide its largest accounts with complete and unlimited global access to the Company’s comprehensive portfolio of solutions. Enterprise License Subscriptions (“ELS”) provide access for a prepaid fee, which is based on the account’s usage of software in the preceding year, to effectively create a fee‑certain consumption‑based arrangement. ELS contain a term license component, SELECT maintenance and support, and performance consulting days. The SELECT maintenance and support benefits under ELS do not include a portfolio balancing performance obligation. Revenue is allocated to the various performance obligations based on their respective standalone selling price (“SSP”). Revenue allocated to the term license component is recognized upon delivery at the start of the subscription term while revenues for the SELECT maintenance and support and the performance consulting days are recognized as delivered over the subscription term. Billings in advance are recorded as Deferred revenues in the consolidated balance sheets. Under Topic 605, ELS revenue was recognized on a ratable basis, over the subscription term. Enterprise 365 (“E365”) subscriptions, which were introduced during the fourth quarter of 2018, provide unrestricted access to the Company’s comprehensive software portfolio, similar to ELS, however, the accounts are charged based upon daily usage. The daily usage fee includes a term license component, SELECT maintenance and support, hosting, and Success Plan services, which are designed to achieve business outcomes through more efficient and effective use of the Company’s software. E365 revenues are recognized based upon usage incurred by the account under both Topics 606 and 605. Usage is defined as distinct user access on a daily basis. The term of E365 subscriptions aligns with calendar quarters and revenue is recognized based on actual usage. Term license subscriptions — The Company provides annual, quarterly, and monthly term licenses for its software products. Term license subscriptions contain a term license component and SELECT maintenance and support. Revenue is allocated to the various performance obligations based on their SSP. Annual term licenses (“ATL”) are generally prepaid annually for named user access to specific products. Quarterly term license (“QTL”) subscriptions allow accounts to pay quarterly in arrears for license usage that is beyond their prepaid subscriptions. Monthly term license (“MTL”) subscriptions are identical to QTL subscriptions, except for the term of the license, and the manner in which they are monetized. MTL subscriptions require a Cloud Services Subscription (“CSS”), which is described below. For ATL, revenue allocated to the term license component is recognized upon delivery at the start of the subscription term while revenue for the SELECT maintenance and support is recognized as delivered over the subscription term. Billings in advance are recorded as Deferred revenues in the consolidated balance sheets. Under Topic 605, ATL revenues were recognized on a ratable basis, over the subscription term. For usage‑based QTL and MTL subscriptions, revenues are recognized based upon usage incurred by the account under both Topics 606 and 605. Usage is defined as peak usage over the respective terms. The terms of QTL and MTL subscriptions align with calendar quarters and calendar months, respectively, and revenue is recognized based on actual usage. Visas and Passports are quarterly or annual term licenses enabling users to access specific project or enterprise information and entitles our users to certain functionality of the Company’s ProjectWise and AssetWise systems. The Company’s standard offerings are usage based with monetization through the Company’s CSS program as described below. CSS is a program designed to streamline the procurement, administration, and payment process. The program requires an account to estimate their annual usage for CSS eligible offerings and deposit funds in advance. Actual consumption is monitored and invoiced against the deposit on a calendar quarter basis. CSS balances not utilized for eligible products or services may roll over to future periods or are refundable. Paid and unconsumed CSS balances are recorded in Accruals and other current liabilities in the consolidated balance sheets. Software and services consumed under CSS are recognized pursuant to the applicable revenue recognition guidance for the respective software or service and classified as subscriptions or services based on their respective nature. Perpetual licenses Perpetual licenses may be sold with or without attaching a SELECT subscription. Historically, attachment and retention of the SELECT subscription has been high given the benefits of the SELECT subscription. Perpetual license revenue is recognized upon delivery of the license to the user under Topic 606. Under Topic 605, the Company recognized perpetual licenses revenue ratably over a three‑year term due to the portfolio balancing feature users obtain through their SELECT subscriptions. Services The Company provides professional services including training, implementation, configuration, customization, and strategic consulting services. The Company performs projects on both a time and materials and a fixed fee basis. The Company’s recent and preferred contractual structures for delivering professional services include (i) delivery of the services in the form of subscription‑like, packaged offerings which are annually recurring in nature, and (ii) delivery of the Company’s growing portfolio of Success Plans in standard offerings which offer a level of subscription service over and above the standard technical support offered to all accounts as part of their SELECT or Enterprise agreement. Revenues are recognized as services are performed under Topics 606 and 605. The Company primarily utilizes its direct internal sales force and also has arrangements through independent channel partners to promote and sell Bentley products and subscriptions to end‑users. Channel partners are authorized to promote the sale of an authorized set of Bentley products and subscriptions within an authorized geography under a Channel Partner Agreement. Significant Judgments and Estimates The Company’s contracts with customers may include promises to transfer licenses (perpetual or term‑based), maintenance, and services to a user. Judgment is required to determine if the promises are separate performance obligations, and if so, the allocation of the transaction price to each performance obligation. When an arrangement includes multiple performance obligations which are concurrently delivered and have the same pattern of transfer to the customer, the Company accounts for those performance obligations as a single performance obligation. For contracts with more than one performance obligation, the transaction price is allocated among the performance obligations in an amount that depicts the relative SSP of each obligation. Judgment is required to determine the SSP for each distinct performance obligation. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the SSP using information that may include market conditions and other observable inputs. The Company uses a range of amounts to estimate SSP when it sells each of the products and services separately and needs to determine whether there is a discount that should be allocated based on the relative SSP of the various products and services. |
Property and Equipment | Property and Equipment — Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight‑line method over the estimated useful lives of the assets, which range from three |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets — Intangible assets arise from acquisitions and principally consist of goodwill, trademarks, customer relationships, in‑process research and development, and acquired software and technology. Intangibles, other than goodwill and in‑process research and development, are amortized on a straight‑line basis over their estimated useful lives, which range from three Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Goodwill is not amortized, but instead is tested annually for impairment, or more frequently if events occur or circumstances change that would more likely than not reduce its fair value below its carrying amount. The Company operates as a single reporting unit. The initial step in evaluating goodwill for impairment requires the Company to determine the reporting unit’s fair value and compare it to the carrying value, including goodwill, of such reporting unit. As part of the assessment, the Company may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that a goodwill impairment exists. In evaluating whether it is more likely than not that a goodwill impairment exists, the Company considers the factors identified in ASC 350, Intangibles—Goodwill and Other . The Company also considers whether there are significant differences between the carrying amount and the estimated fair value of its assets and liabilities, and the existence of significant unrecognized intangible assets. Based upon the Company’s most recent annual impairment assessment completed as of October 1, 2020, it is not more likely than not that a goodwill impairment exists. There was no impairment of goodwill as a result of the Company’s annual impairment assessments conducted for the years ended December 31, 2020, 2019, and 2018. |
Long-Lived Assets | Long‑Lived Assets — The Company evaluates the recoverability of long‑lived assets, such as property and equipment, operating lease right‑of‑use assets, and amortizable intangible assets, in accordance with authoritative guidance on accounting for the impairment or disposal of long‑lived assets, which includes evaluating long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. If circumstances require a long‑lived asset to be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset to its carrying value. If the carrying value of the long‑lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. |
Research and Development Expense | Research and Development — Research and development expenses, which are generally expensed as incurred, primarily consist of personnel and related costs of our research and development staff, including salaries, benefits, bonuses, stock‑based compensation, and costs of certain third‑party contractors, as well as allocated overhead costs. The Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external accounts, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented. |
Advertising Expense | Advertising Expense — The Company expenses advertising costs as incurred. |
Income Taxes | Income Taxes — The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of net operating loss carryforwards, credit carryforwards, and temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, using enacted tax rates in effect for the year in which the items are expected to reverse. The Company accounts for uncertain tax positions based on an evaluation as to whether it is more likely than not that a tax position will be sustained on audit, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the appropriate tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is based on the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. Interest expense and penalties are included in (Provision) benefit for income taxes in the consolidated statements of operations. |
Segment | Segment — Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company defines its CODM to be its chief executive officer. The chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating the Company’s financial performance. Accordingly, the Company has determined it operates and manages its business in a single reportable operating segment, the development and marketing of computer software and related services. The Company markets its products and services through the Company’s offices in the U.S. and its wholly‑owned branches and subsidiaries internationally. |
Foreign Currency Translation | Foreign Currency Translation — Gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are included in Other income (expense), net in the consolidated statements of operations. The assets and liabilities of foreign subsidiaries are translated from their respective functional currencies into U.S. Dollars at the rates in effect at the balance sheet date, and revenue and expense amounts are translated at average rates during the period. Foreign currency translation adjustments are recorded as a component of Other comprehensive income (loss), net of taxes in the consolidated statements of comprehensive income. |
Concentration of Credit Risk | Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of its cash and cash equivalents and receivables. To reduce credit risk, the Company performs ongoing credit evaluations of its customers and limits the amount of credit extended when deemed necessary. Generally, the Company requires no collateral from its customers. The Company maintains an allowance for potential credit losses, but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic area.The Company’s cash and cash equivalents are deposited with financial institutions and invested in money market funds that the Company believes are of high credit quality. |
Investments | Investments — The Company applies the cost method of accounting for its investment in which it does not have the ability to exercise significant influence over operating and financial policies. Under the cost method, the Company records the investment based on original cost less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee. The Company’s share of income or loss of such companies is not included in the Company’s consolidated statements of operations. The Company applies the equity method of accounting for its investment in which it does have the ability to exercise significant influence over operating and financial policies. Under the equity method, the Company recognizes its initial investment at cost and updates the carrying value of its investment by its proportional share of income or losses from the investment. In addition, the Company decreases the carrying value by any dividends received from the investee. The Company does not otherwise adjust the carrying value to reflect changes to the fair market value of the investment. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable represent receivables from customers for products and services invoiced by the Company for which payment is outstanding. Receivables are recorded at the invoiced amount and do not bear interest. The Company establishes an allowance for doubtful accounts for expected losses during the accounts receivable collection process. The allowance for doubtful accounts is presented separately in the consolidated balance sheets and reduces the accounts receivable balance to the net realizable value of the outstanding accounts and installment receivables. The development of the allowance for doubtful accounts is based on an expected loss model which considers historical write‑off and recovery experience, aging trends affecting specific accounts, and general operational factors affecting all accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company considers current economic trends and takes into account reasonable and supportable forecasts of future conditions when evaluating the adequacy of the allowance for doubtful accounts. If circumstances relating to specific customers change or unanticipated changes occur in the general business environment, the Company’s estimate of the recoverability of receivables could be further adjusted. |
Stock-Based Compensation | Stock‑Based Compensation — The Company records all stock‑based compensation as an expense in the consolidated statements of operations measured at the grant date fair value of the award and is recognized ratably over the requisite service period, which is generally the vesting period. The fair value of stock option awards is determined using the Black‑Scholes option pricing model. For all other equity‑based arrangements, the stock‑based compensation expense is based on the share price at the grant date (see Note 15). |
Guarantees | Guarantees — The Company’s software license agreements typically provide for indemnification of customers for intellectual property infringement claims. The Company also warrants to customers, when requested, that its software products operate substantially in accordance with standard specifications for a limited period of time. The Company has not incurred significant obligations under customer indemnification or warranty provisions historically and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty‑related obligations. |
Derivatives Not Designated As Hedging Instruments | 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 statement 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. On March 31, 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 Company’s Credit Facility (see Note 10). The interest rate swap is not designated as a hedging instrument for accounting purposes. The Company accounts for the swap as either an asset or a liability on the consolidated balance sheet and carries the derivative at fair value. Gains and losses from the change in fair value are recognized in Other income (expense), net and payments related to the swap are recognized in Interest expense, net in the consolidated statements of operations. 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. |
Fair Value Measurements | Fair Value Measurements — The Company categorizes its assets and liabilities measured at fair value into a three‑level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An asset or liability’s classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. |
Leases | Leases — The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right‑of‑use assets, Operating lease liabilities , and Long‑term operating lease liabilities in the consolidated balance sheet. Operating lease right‑of‑use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right‑of‑use assets and operating lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate, if the Company’s leases do not provide an implicit rate, based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is determined based on the Company’s estimated credit rating, the term of the lease, economic environment where the asset resides, and full collateralization. The operating lease right‑of‑use assets also include any lease payments made and are reduced by any lease incentives. Options to extend or terminate the lease are considered in determining the lease term when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight‑line basis over the lease term. The Company’s operating leases are primarily for office space, automobiles, and office equipment. The Company’s finance lease is included in Property and equipment, net , Accruals and other current liabilities , and Other liabilities in the consolidated balance sheet. |
Recent Accounting Pronouncements and Recently Adopted Accounting Guidance | In March 2020, the Financial Accounting Standards Board (“FASB”) issued 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. The expedients and exceptions provided by ASU 2020‑04 do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company had no transactions that were impacted by ASU 2020‑04 during the year ended December 31, 2020. In August 2018, the FASB issued ASU No. 2018‑15, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018‑15”), which clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018‑15 is effective for the Company for the annual reporting period beginning after December 15, 2020, and interim periods beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the accounting, transition, and disclosure requirements of the standard and its impact on the Company’s consolidated results of operations and financial position. In January 2017, the FASB issued ASU No. 2017‑04, Intangibles–Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which removes Step 2 of the goodwill impairment test. A goodwill impairment will now be calculated as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This ASU is effective for the Company for the interim and annual reporting periods beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company does not believe that this ASU will have a material impact on the Company’s consolidated results of operations and financial position. Recently Adopted Accounting Guidance In February 2016, the FASB issued ASU No. 2016‑02 Leases (“Topic 842”). This ASU requires balance sheet recognition of lease assets and lease liabilities by lessees for leases classified as operating leases, with an optional policy election to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. The amendments also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. Subsequent to the issuance of Topic 842, the FASB issued ASU Nos. 2018‑01, Land Easement Practical Expedient for Transition to Topic 842 , 2018‑10, Codification Improvements to Topic 842 , Leases , 2018‑11, Targeted Improvements, and 2018‑20, Narrow-Scope Improvements for Lessors . These ASUs do not change the core principle of the guidance in Topic 842. Instead, these amendments are intended to clarify and improve operability of certain topics included within the lease standard. The Company adopted Topic 842 as of January 1, 2020 using the modified retrospective method The Company elected the package of practical expedients as permitted under the transition guidance, which allows the Company: (1) to not reassess whether any existing contracts are leases or contain a lease; (2) to not reassess the lease classification of existing leases; and (3) to not reassess treatment of initial direct costs for existing leases. Additionally, the Company elected the practical expedients to combine lease and non-lease components for new leases post adoption and to not recognize lease assets and lease liabilities for leases with a term of 12 months or less. Upon adoption of Topic 842, the Company recognized right‑of‑use assets of $45,850 and lease liabilities of $47,666 calculated based on the present value of the remaining minimum lease payments as of the adoption date. Topic 842 did not have a material impact to the Company’s consolidated statement of operations (see Note 8). In June 2016, the FASB issued ASU No. 2016‑13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”) . Previous guidance required the allowance for doubtful accounts to be estimated based on an incurred loss model, which considers past and current conditions. Topic 326 requires companies to use an expected loss model that also considers reasonable and supportable forecasts of future conditions. Additionally, Topic 326 requires the allowance for doubtful accounts balance (contra‑asset) to be presented separately in the consolidated balance sheets. The Company adopted Topic 326 as of January 1, 2020 using the modified retrospective method of adoption. The adoption of the standard did not have a material impact on the Company’s consolidated results of operations and financial position. In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018‑13”). ASU 2018‑13 modifies certain required disclosures and establishes new requirements related to fair value measurement. Additionally, the disclosure requirement to state the reasons for transfers between Level 1 and Level 2, the policy for timing transfers between levels, and the valuation process for Level 3 measurements have been removed. The Company adopted the ASU effective January 1, 2020. The adoption of this ASU did not have a material impact on the Company’s consolidated results of operations and financial position. In December 2019, the FASB issued ASU No. 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019‑12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019‑12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The Company adopted the ASU effective January 1, 2020. The adoption of this ASU did not have a material impact on the Company’s consolidated results of operations and financial position. In August 2020, the FASB issued ASU No. 2020‑06, Debt–Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020‑06”), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if‑converted method. The Company early adopted the ASU effective January 1, 2021 using the modified retrospective method of adoption. The Company will apply this ASU to the convertible debt transaction entered into in January 2021 (see Note 25). |
Organization, Consolidation a_2
Organization, Consolidation and Presentation of Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Rollforward of Accounts Receivable Allowance for Doubtful Accounts | Activity related to the Company’s allowance for doubtful accounts was as follows: Year Ended December 31, 2020 2019 Balance, beginning of year $ 7,274 $ 7,611 Bad debt (recovery) allowance (1,000) 862 Write-offs (812) (1,314) Foreign currency translation adjustments 297 115 Balance, end of year $ 5,759 $ 7,274 |
Schedule of Property and Equipment, Net | Estimated useful lives of property and equipment are as follows: Useful Life Building and improvements 25 years Computer equipment and software 3 years Furniture, fixtures, and equipment 5 years Aircraft 6 years Automobiles 3 years Property and equipment, net consist of the following as of December 31, 2020 and 2019: December 31, 2020 2019 Land $ 2,811 $ 2,811 Building and improvements 33,094 31,619 Computer equipment and software 44,369 47,472 Furniture, fixtures, and equipment 12,849 12,593 Aircraft 4,075 3,910 Other 58 79 Property and equipment, at cost 97,256 98,484 Less: Accumulated depreciation (68,842) (68,852) Total property and equipment, net $ 28,414 $ 29,632 |
Revenue from Contracts with C_2
Revenue from Contracts with Customer (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes Upon ASU 2014-09 Adoption | The following tables compare the reported consolidated balance sheet and statement of operations, as of and for the year ended December 31, 2019, to the amounts had Topic 605 been in effect. Adoption of the standards had no impact to net cash provided by or used in operating, investing, or financing activities on the Company’s consolidated statement of cash flows for the year ended December 31, 2019. December 31, 2019 Impact from the Adoption of As Reported Topics 606 As Adjusted Topic 606 and 340-40 Topic 605 Assets Current assets: Cash and cash equivalents $ 121,101 $ — $ 121,101 Accounts receivable 211,775 (233) 211,542 Allowance for doubtful accounts (7,274) — (7,274) Prepaid income taxes 4,543 2,189 6,732 Prepaid and other current assets (1) 23,413 (3,333) 20,080 Total current assets 353,558 (1,377) 352,181 Property and equipment, net 29,632 — 29,632 Intangible assets, net 46,313 — 46,313 Goodwill 480,065 — 480,065 Investments 1,725 — 1,725 Deferred income taxes 51,068 21,543 72,611 Other assets (1) 32,238 (5,721) 26,517 Total assets $ 994,599 $ 14,445 $ 1,009,044 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 17,669 $ — $ 17,669 Accruals and other current liabilities 167,517 (292) 167,225 Deferred revenues 204,991 77,079 282,070 Income taxes payable 2,236 (1,206) 1,030 Total current liabilities 392,413 75,581 467,994 Long-term debt 233,750 — 233,750 Deferred revenues 8,154 47,967 56,121 Deferred income taxes 8,260 (633) 7,627 Income taxes payable 8,140 (1,819) 6,321 Other liabilities 9,263 — 9,263 Total liabilities 659,980 121,096 781,076 Stockholders’ equity: Common stock 2,548 — 2,548 Additional paid-in capital 408,667 — 408,667 Accumulated other comprehensive loss (23,927) 841 (23,086) Accumulated deficit (2) (52,669) (107,492) (160,161) Total stockholders’ equity 334,619 (106,651) 227,968 Total liabilities and stockholders’ equity $ 994,599 $ 14,445 $ 1,009,044 (1) As of December 31, 2019, contract cost assets of $2,690 were included in Prepaid and other current assets and $5,235 were included in Other assets . (2) Included in Accumulated deficit on the opening balance of January 1, 2019 is $107,822, net of tax, for the cumulative effect adjustment of adopting Topics 606 and 340‑40. Year Ended December 31, 2019 Impact from the Adoption of As Reported Topics 606 As Adjusted Topic 606 and 340-40 Topic 605 Revenues: Subscriptions $ 608,300 $ 5,625 $ 613,925 Perpetual licenses 59,693 (7,174) 52,519 Subscriptions and licenses 667,993 (1,549) 666,444 Services 68,661 (256) 68,405 Total revenues 736,654 (1,805) 734,849 Cost of revenues: Cost of subscriptions and licenses 71,578 (139) 71,439 Cost of services 72,572 — 72,572 Total cost of revenues 144,150 (139) 144,011 Gross profit 592,504 (1,666) 590,838 Operating expenses: Research and development 183,552 — 183,552 Selling and marketing 155,294 (20) 155,274 General and administrative 97,580 — 97,580 Amortization of purchased intangibles 14,213 — 14,213 Total operating expenses 450,639 (20) 450,619 Income from operations 141,865 (1,646) 140,219 Interest expense, net (8,199) — (8,199) Other income (expense), net (5,557) — (5,557) Income before income taxes 128,109 (1,646) 126,463 (Provision) benefit for income taxes (23,738) 1,976 (21,762) Loss from investment accounted for using the equity method, net of tax (1,275) — (1,275) Net income $ 103,096 $ 330 $ 103,426 |
Schedule of Contract Assets and Contract Liabilities | Contract Assets and Contract Liabilities December 31, 2020 2019 Contract assets $ 446 $ 644 Deferred revenues 209,314 213,145 |
Disaggregation of Revenue by Type and Location | The following table details revenues: Year Ended December 31, 2020 2019 2018 Topic 606 Topic 606 Topic 605 Topic 605 Revenues: Subscriptions: SELECT subscriptions $ 270,749 $ 267,249 $ 267,340 $ 273,745 Enterprise subscriptions 221,524 184,833 196,081 182,816 Term license subscriptions 187,000 156,218 150,504 100,860 Subscriptions 679,273 608,300 613,925 557,421 Perpetual licenses: Perpetual licenses 57,382 59,693 52,519 61,065 Subscriptions and licenses 736,655 667,993 666,444 618,486 Services: Professional services (recurring) 17,389 22,797 22,974 25,981 Professional services (other) 47,500 45,864 45,431 47,243 Services 64,889 68,661 68,405 73,224 Total revenues $ 801,544 $ 736,654 $ 734,849 $ 691,710 Revenue to external customers is attributed to individual countries based upon the location of the customer. Year Ended December 31, 2020 2019 2018 Topic 606 Topic 606 Topic 605 Topic 605 Revenues: Americas (1) $ 395,746 $ 356,331 $ 360,934 $ 328,749 Europe, the Middle East, and Africa (“EMEA”) (2) 254,036 236,602 235,254 231,486 Asia-Pacific (“APAC”) 151,762 143,721 138,661 131,475 Total revenues $ 801,544 $ 736,654 $ 734,849 $ 691,710 (1) Americas includes the U.S., Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $348,222 (Topic 606) for the year ended December 31, 2020, $306,493 (Topic 606) and $307,259 (Topic 605) for the year ended December 31, 2019, and $277,706 (Topic 605) for the year ended December 31, 2018. (2) Revenue attributable to the United Kingdom (“U.K.”) totaled $64,433 (Topic 606) for the year ended December 31, 2020, $57,321 (Topic 606) and $59,524 (Topic 605) for the year ended December 31, 2019, and $59,086 (Topic 605) for the year ended December 31, 2018. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions Aggregate Detail | The aggregate details of the Company’s acquisition activity are as follows: Acquisitions Completed in Year Ended December 31, 2020 2019 2018 Number of acquisitions 6 4 7 Cash paid at closing (1) $ 98,298 $ 36,577 $ 143,038 Cash acquired (5,266) (2,523) (7,774) Net cash paid $ 93,032 $ 34,054 $ 135,264 (1) Of the cash paid at closing for the year ended December 31, 2020, $3,413 was deposited into an escrow account to secure any potential indemnification and other obligations of the seller. |
Schedule of Business Acquisitions Contingent Consideration | The fair value of the contingent consideration from acquisitions is included in the consolidated balance sheets as follows: December 31, 2020 2019 Accruals and other current liabilities $ 2,884 $ 5,100 Other liabilities 1,415 1,499 Contingent consideration from acquisitions $ 4,299 $ 6,599 The fair value of non-contingent consideration from acquisitions is included in the consolidated balance sheets as follows: December 31, 2020 2019 Accruals and other current liabilities $ 685 $ 900 Other liabilities 1,774 — Non-contingent consideration from acquisitions $ 2,459 $ 900 |
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 Year Ended December 31, 2020 2019 2018 Consideration: Cash paid at closing $ 98,298 $ 36,577 $ 143,038 Contingent consideration 2,380 4,498 13,456 Deferred, non-contingent consideration, net 1,416 — 690 Total consideration $ 102,094 $ 41,075 $ 157,184 Assets acquired and liabilities assumed: Cash $ 5,266 $ 2,523 $ 7,774 Prepaid and other current assets 8,701 1,782 4,790 Operating lease right-of-use assets 2,529 — — Property and equipment 499 411 340 Other assets 36 84 — Customer relationship asset (weighted average useful life of 6, 7, and 5 years, respectively) 11,371 6,534 27,294 Software and technology (weighted average useful life of 3 years) 2,207 2,423 9,332 In-process research and development — — 1,366 Non-compete agreement (useful life of 5 years) 200 150 — Trademarks (weighted average useful life of 7, 5, and 7 years, respectively) 3,953 1,431 2,090 Total identifiable assets acquired excluding goodwill 34,762 15,338 52,986 Accruals and other current liabilities (4,991) (3,538) (3,848) Deferred revenues (5,351) (2,897) (6,181) Operating lease liabilities (2,529) — — Deferred income taxes (1,701) (1,869) (8,917) Other liabilities (86) — — Total liabilities assumed (14,658) (8,304) (18,946) Net identifiable assets acquired excluding goodwill 20,104 7,034 34,040 Goodwill 81,990 34,041 123,144 Net assets acquired $ 102,094 $ 41,075 $ 157,184 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment Estimated Useful Lives | Estimated useful lives of property and equipment are as follows: Useful Life Building and improvements 25 years Computer equipment and software 3 years Furniture, fixtures, and equipment 5 years Aircraft 6 years Automobiles 3 years Property and equipment, net consist of the following as of December 31, 2020 and 2019: December 31, 2020 2019 Land $ 2,811 $ 2,811 Building and improvements 33,094 31,619 Computer equipment and software 44,369 47,472 Furniture, fixtures, and equipment 12,849 12,593 Aircraft 4,075 3,910 Other 58 79 Property and equipment, at cost 97,256 98,484 Less: Accumulated depreciation (68,842) (68,852) Total property and equipment, net $ 28,414 $ 29,632 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows: Balance, December 31, 2018 $ 446,318 Acquisitions 34,041 Foreign currency translation adjustments (321) Other adjustments 27 Balance, December 31, 2019 480,065 Acquisitions 81,990 Foreign currency translation adjustments 19,195 Other adjustments (76) Balance, December 31, 2020 $ 581,174 |
Schedule of Finite-Lived Intangible Assets | Details of intangible assets other than goodwill as of December 31, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Estimated Gross Accumulated Net Book Gross Accumulated Net Book Intangible assets subject to amortization: Software and technology 3 years $ 67,691 $ (63,046) $ 4,645 $ 66,063 $ (58,866) $ 7,197 Customer relationships 3-10 years 97,008 (66,030) 30,978 88,904 (59,744) 29,160 Trademarks 3-10 years 26,610 (16,888) 9,722 22,278 (12,461) 9,817 Non-compete agreements 5 years 350 (68) 282 150 (11) 139 Total intangible assets $ 191,659 $ (146,032) $ 45,627 $ 177,395 $ (131,082) $ 46,313 |
Finite-lived Intangible Assets Amortization Expense | The aggregate amortization expense for purchased intangible assets with finite lives recorded for the years ended December 31, 2020, 2019, and 2018 was reflected in our consolidated statements of operations as follows: Year Ended December 31, 2020 2019 2018 Cost of subscriptions and licenses $ 4,981 $ 3,795 $ 2,840 Amortization of purchased intangibles 15,352 14,213 14,000 Total amortization expense $ 20,333 $ 18,008 $ 16,840 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense for the years following December 31, 2020 are estimated as follows: 2021 $ 16,088 2022 12,975 2023 6,609 2024 3,316 2025 2,559 Thereafter 4,080 $ 45,627 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | The components of operating lease cost reflected in the consolidated statement of operations for the year ended December 31, 2020 were as follows: Year Ended December 31, 2020 Operating lease cost (1) $ 18,194 Variable lease cost 3,881 Short-term lease cost 399 Total operating lease cost $ 22,474 (1) Operating lease cost includes rent cost related to operating leases for office facilities of $17,417 for the year ended December 31, 2020. For the years ended December 31, 2019 and 2018, total rent expense related to operating leases recognized on straight‑line basis over the life of the lease under the prior lease standard (Topic 840) was $17,036 and $16,726, respectively. Other information related to leases for the year ended December 31, 2020 was as follows: Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 18,384 Right-of-use assets obtained in exchange for new operating lease liabilities $ 15,522 Weighted average remaining lease term — operating leases (in years) 3.65 Weighted average discount rate — operating leases 2.14 % |
Operating Lease Maturity | Maturities of operating lease liabilities as of December 31, 2020 are as follows: December 31, 2020 2021 $ 17,666 2022 13,859 2023 8,801 2024 4,715 2025 3,528 Thereafter 1,983 Total future lease payments 50,552 Less: Imputed interest (2,175) Total operating lease liabilities $ 48,377 |
Summary of Minimum Future Lease Payments | As of December 31, 2019 , under the prior lease standard (Topic 840), future minimum lease payments under non ‑ cancelable operating leases are as follows: December 31, 2019 2020 $ 15,886 2021 13,186 2022 10,385 2023 6,572 2024 3,216 Thereafter 2,771 Total minimum lease payments $ 52,016 |
Supplemental Balance Sheet Information | Total financing lease liabilities as of December 31, 2020 were $296. Supplemental balance sheet information related to the financing lease as of December 31, 2020 is as follows: December 31, 2020 Property and equipment $ 572 Accumulated depreciation (229) Property and equipment, net $ 343 Accruals and other current liabilities $ 197 Other liabilities 99 Total financing lease liabilities $ 296 |
Accruals and Other Current Li_2
Accruals and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accruals and Other Current Liabilities | Accruals and other current liabilities consist of the following: December 31, 2020 2019 CSS deposits $ 110,291 $ 54,688 Accrued benefits 36,613 33,184 Accrued compensation 22,131 31,537 Due to customers 9,869 8,945 Accrued hosting costs 7,988 2,215 Accrued severance and realignment costs 7,209 1,688 Sales taxes payable 6,361 5,287 Accrued acquisition stay bonuses 5,599 4,143 Accrued professional fees 4,210 4,382 Contingent consideration from acquisitions 2,884 5,100 Accrued facility costs 2,095 2,168 Non-contingent consideration from acquisitions 685 900 Accrued rent — 1,909 Other accrued and current liabilities 10,858 11,371 Total accruals and other current liabilities $ 226,793 $ 167,517 |
Long_Term Debt (Tables)
Long‑Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long‑term debt consists of the following as of December 31, 2020 and 2019: December 31, 2020 2019 Bank credit facility: Senior secured revolver $ 246,000 $ 233,750 Total long‑term debt $ 246,000 $ 233,750 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Dividends Declared | Dividends — The Company declared cash dividends during the periods presented as follows: Dividend Per Share Amount 2020: Fourth quarter $ 0.030 $ 8,270 Third quarter (1) 1.530 400,311 Second quarter 0.030 7,771 First quarter 0.030 7,666 Total $ 1.620 $ 424,018 2019: Fourth quarter $ 0.025 $ 6,367 Third quarter 0.025 6,380 Second quarter 0.025 6,375 First quarter 0.025 6,268 Total $ 0.100 $ 25,390 2018: Fourth quarter $ 0.020 $ 4,990 Third quarter 0.020 5,016 Second quarter 0.020 5,020 First quarter 0.020 4,979 Total $ 0.080 $ 20,005 (1) On August 28, 2020, the Company’s board of directors declared a Special Dividend of $1.50 per share of the Company’s common stock ($392,489 in the aggregate) payable to all stockholders of record as of August 31, 2020, including dividends which accrue on certain unvested restricted stock and RSUs. In connection with the Special Dividend declaration, an in kind adjustment was made to phantom shares issuable pursuant to the DCP (see Note 12) and the exercise price of all outstanding stock options at that time were reduced by $1.50, but not lower than $0.01 (see Note 15). |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss consists of the following: Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, December 31, 2017 $ (17,847) $ (693) $ (18,540) Other comprehensive (loss) income, before taxes (11,020) 208 (10,812) Tax expense — (62) (62) Other comprehensive (loss) income, net of taxes (11,020) 146 (10,874) Balance, December 31, 2018 (28,867) (547) (29,414) Other comprehensive income (loss), before taxes 5,959 (675) 5,284 Tax benefit — 203 203 Other comprehensive income (loss), net of taxes 5,959 (472) 5,487 Balance, December 31, 2019 (22,908) (1,019) (23,927) Other comprehensive (loss) income, before taxes (2,311) 6 (2,305) Tax expense — (1) (1) Other comprehensive (loss) income, net of taxes (2,311) 5 (2,306) Balance, December 31, 2020 $ (25,219) $ (1,014) $ (26,233) |
Equity Awards and Instruments (
Equity Awards and Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Total stock‑based compensation expense was as follows: Year Ended December 31, 2020 2019 2018 IPO vested restricted stock and RSU expense $ 15,102 $ — $ — Bonus Plan expense (see Note 11) 6,524 — — Stock option expense 6,858 6,342 4,808 Restricted stock and RSU expense 4,248 1,749 3,074 Stock grants expense 319 — — Total pre-tax expense (1) $ 33,051 $ 8,091 $ 7,882 (1) As of December 31, 2020, $6,835 remained in Accruals and other current liabilities in the consolidated balance sheet. Total stock‑based compensation expense is included in the consolidated statements of operations as follows: Year Ended December 31, 2020 2019 2018 Cost of subscriptions and licenses $ 960 $ 115 $ 44 Cost of services 2,939 522 362 Research and development 12,105 3,107 2,971 Selling and marketing 6,692 2,210 2,337 General and administrative 10,355 2,137 2,168 Total pre-tax expense $ 33,051 $ 8,091 $ 7,882 |
Schedule of Valuation Assumptions | Year Ended December 31, 2020 2019 2018 Expected volatility 31.04% 29.57% 26.32% – 27.18% Expected dividend yield 1.11% 1.38% 1.18% Risk-free interest rate 1.31% 2.48% 2.40% Expected term (in years) 3.75 3.75 3.75 Weighted average grant date fair value of stock options issued $2.49 $1.66 $1.46 |
Schedule of Options | The following is a summary of stock option activity and related information under the Company’s applicable equity incentive plans and after giving effect to the $1.50 downward exercise price adjustment as a result of the Special Dividend: Weighted Weighted Average Average Remaining Aggregate Stock Exercise Price Contractual Intrinsic Options Per Share Life (in years) Value Outstanding, December 31, 2019 18,691,667 $ 4.47 Granted 10,000 9.34 Exercised (5,486,191) 3.47 Canceled (373,250) 5.33 Outstanding, December 31, 2020 12,842,226 $ 4.87 2.06 $ 457,650 Exercisable, December 31, 2020 6,327,541 $ 4.42 1.47 $ 228,378 |
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: Weighted Average Restricted Grant Date Stock Fair Value and RSUs Per Share Unvested, December 31, 2019 210,111 $ 6.79 Granted 2,481,670 16.03 Vested (1,148,656) 14.58 Canceled (88,371) 10.06 Unvested, December 31, 2020 1,454,754 $ 16.17 Restricted Stock Restricted Grant Date and RSUs Stock RSUs Vesting Terms Q1 2020 12,454 12,454 — Time‑based Q3 2020 185,324 175,004 10,320 Performance-based (1) Q3 2020 1,197,760 698,540 499,220 (2) Time-based Q3 2020 994,912 962,674 32,238 (3) Upon the Company’s completion of the IPO on September 25, 2020 Q4 2020 12,435 1,667 10,768 Performance-based (1) Q4 2020 78,785 13,485 65,300 Time‑based 2020 total granted 2,481,670 1,863,824 617,846 (1) Performance‑based vesting is determined by the achievement of certain business growth targets, which include growth in annual recurring revenues, as well as actual bookings for perpetual licenses and non‑recurring services. Annual performance targets are seasonalized and targets are set for quarterly and annual performance periods ended on December 31, 2020. (2) Includes 46,300 RSUs that will be settled in cash. (3) 32,238 RSUs will be settled in cash. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and International | The components of income before income taxes consist of the following: Year Ended December 31, 2020 2019 2018 Domestic $ 61,470 $ 61,691 $ 56,426 International 106,150 66,418 56,436 Income before income taxes $ 167,620 $ 128,109 $ 112,862 |
Schedule of Components of Income Tax | The (provision) benefit for income taxes consists of the following: Year Ended December 31, 2020 2019 2018 Current: Federal $ (11,094) $ (7,696) $ (18,634) State (3,597) (2,486) (873) Foreign (7,688) (12,824) (11,303) (22,379) (23,006) (30,810) Deferred: Federal (5,194) (2,389) 7,655 State (1,272) (412) (508) Foreign (9,780) 2,069 52,913 (16,246) (732) 60,060 (Provision) benefit for income taxes $ (38,625) $ (23,738) $ 29,250 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. statutory federal income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.9 2.0 0.9 Permanent book/tax differences (0.6) 0.2 (0.2) Stock‑based compensation (5.2) (2.3) (2.4) Non-deductible officer compensation 4.6 — — Expenses associated with IPO 3.3 — — Tax credits (2.1) (3.6) (3.3) Foreign tax rate differential (2.0) (2.8) (4.2) Income tax reserves (0.5) 0.9 (0.2) Intercompany sales of certain operating assets — — (41.1) Net tax on foreign earnings (GILTI/FDII/FTC) 0.5 6.1 — Other 1.1 (3.0) (0.2) U.S. tax reform — — 3.8 Effective income tax rate 23.0 % 18.5 % (25.9) % |
Schedule of Deferred Tax Assets and Liabilities | The following is a summary of the significant components of the Company’s deferred tax assets and liabilities: December 31, 2020 2019 Deferred tax assets: Accrued compensation $ 31,580 $ 36,195 Net operating loss (“NOL”) and credit carryforwards 7,573 11,544 Intangible assets including goodwill 283 10,371 Other accruals not currently deductible 346 960 Allowance for doubtful accounts 382 472 Other comprehensive income 431 394 Lease liabilities 10,466 — Other 138 239 Total deferred tax assets 51,199 60,175 Less: Valuation allowance (1,207) (2,329) Net deferred tax assets 49,992 57,846 Deferred tax liabilities: Deferred revenues (7,257) (12,830) Property and equipment (1,989) (707) Operating lease right-of-use assets (10,070) — Prepaid expenses (2,301) (1,501) Total deferred tax liabilities (21,617) (15,038) Net deferred tax assets (liabilities) $ 28,375 $ 42,808 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following is a reconciliation of the total amounts of unrecognized tax benefits: Year Ended December 31, 2020 2019 2018 Unrecognized tax benefit, beginning of year $ 1,763 $ 638 $ 872 Tax positions related to prior years: Additions 1,436 1,222 80 Reductions (1,723) (86) (39) Lapse of statute of limitations (253) (11) (275) Unrecognized tax benefit, end of year $ 1,223 $ 1,763 $ 638 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables provide the financial assets and financial liabilities carried at fair value measured on a recurring basis: December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 34,696 $ — $ — $ 34,696 Interest rate swap (2) — 347 — 347 Total assets $ 34,696 $ 347 $ — $ 35,043 Liabilities: Acquisition contingent consideration (3) $ — $ — $ 4,299 $ 4,299 Deferred compensation plan (4) 2,591 — — 2,591 Cash-settled equity awards (5) 195 — — 195 Total liabilities $ 2,786 $ — $ 4,299 $ 7,085 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 70,000 $ — $ — $ 70,000 Total assets $ 70,000 $ — $ — $ 70,000 Liabilities: Acquisition contingent consideration (3) $ — $ — $ 6,599 $ 6,599 Deferred compensation plan (4) 2,544 — — 2,544 Total liabilities $ 2,544 $ — $ 6,599 $ 9,143 (1) Included in Cash and cash equivalents in the consolidated balance sheets. (2) Included in Other assets in the consolidated balance sheet. (3) Included in Other liabilities , except for current liabilities of $2,884 and $5,100 as of December 31, 2020 and 2019, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets. Acquisition contingent consideration liability is measured at fair value and is 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. (4) Included in Other liabilities , except for current liabilities of $169 and $153 as of December 31, 2020 and 2019, respectively, which are included in Accruals and other current liabilities in the consolidated balance sheets. (5) Included in Accruals and other current liabilities in the consolidated balance sheet. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table 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 for the years ended December 31, 2020 and 2019. Year Ended December 31, 2020 2019 Balance, beginning of year $ 6,599 $ 4,316 Payments (3,425) (2,513) Addition 2,380 4,498 Reclassification — 180 Change in fair value (1,340) 62 Foreign currency translation adjustments 85 56 Balance, end of year $ 4,299 $ 6,599 |
Geographic Data (Tables)
Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Long-lived Assets by Geographic Areas | The following table presents the Company’s long‑lived assets, net of depreciation and amortization by geographic region (see Notes 5, 6, and 8). December 31, 2020 2019 Long-lived assets: Americas (1) $ 50,306 $ 34,758 EMEA 56,322 34,039 APAC 13,541 7,148 Total long-lived assets $ 120,169 $ 75,945 (1) Americas includes the U.S., Canada, and Latin America (including the Caribbean). |
Interest Expense, Net (Tables)
Interest Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Interest Expense, Net | Interest expense, net is comprised of the following: Year Ended December 31, 2020 2019 2018 Interest expense $ (7,913) $ (9,731) $ (9,607) Interest income 437 1,532 842 Total interest expense, net $ (7,476) $ (8,199) $ (8,765) |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense) | Other income (expense), net is comprised of the following: Year Ended December 31, 2020 2019 2018 Foreign exchange gain (loss) (1) $ 22,919 $ (5,591) $ (418) Other income (expense), net (2) 2,027 34 654 Total other income (expense), net $ 24,946 $ (5,557) $ 236 (1) Foreign exchange gain (loss) is primarily attributable to foreign currency translation derived primarily from U.S. Dollar denominated cash and cash equivalents, account receivables, and intercompany balances held by foreign subsidiaries. Intercompany finance transactions denominated in U.S. Dollars resulted in unrealized foreign exchange gains (losses) of $22,310 and $(5,270) for the years ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2018, the foreign exchange loss includes a loss of $487 relating to the remeasurement of a derivative instrument (see Note 17). (2) Other income (expense), net includes a gain from the change in fair value of the Company’s interest rate swap of $347 and a gain from the change in fair value of acquisition contingent consideration of $1,340 for the year ended December 31, 2020, respectively (see Note 17). For the year ended December 31, 2018, other income (expense), net includes a gain of $707 relating to insurance proceeds received in excess of the net book value of the replaced assets. |
Realignment Costs (Tables)
Realignment Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Realignment Costs Rollforward | Accruals and other current liabilities in the consolidated balance sheets included amounts related to the realignment activities as follows: Year Ended December 31, 2020 2019 2020 Program Prior Program Total Prior Program Balance, beginning of year $ — $ 491 $ 491 $ 6,437 Realignment costs 10,046 (24) 10,022 (584) Payments (4,278) (264) (4,542) (5,326) Adjustments (1) 292 (23) 269 (36) Balance, end of year $ 6,060 $ 180 $ 6,240 $ 491 (1) Adjustments includes foreign currency translation. |
Schedule of Realignment Costs by Expense Classification | Realignment costs by expense classification were as follows: Year Ended December 31, 2020 2019 2018 Cost of revenues: Cost of subscriptions and licenses $ 42 $ (51) $ 256 Cost of services 1,422 (185) 845 Total cost of revenues 1,464 (236) 1,101 Operating expenses: Research and development 848 (171) 3,380 Selling and marketing 5,945 (263) 2,252 General and administrative 1,765 86 45 Total operating expenses 8,558 (348) 5,677 Total realignment costs $ 10,022 $ (584) $ 6,778 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The details of basic and diluted EPS are as follows (in thousands, except per share amounts): Year Ended December 31, 2020 2019 2018 Numerator: Net income $ 126,521 $ 103,096 $ 142,112 Less: Net income attributable to participating securities (234) (8) (4) Net income attributable to Class A and Class B common stockholders $ 126,287 $ 103,088 $ 142,108 Denominator: Denominator for basic net income per share—weighted average shares 289,863,272 284,625,642 285,805,096 Effect of dilutive securities 9,507,857 9,171,065 6,819,400 Denominator for dilutive net income per share—weighted average shares 299,371,129 293,796,707 292,624,496 Net income per share, basic $ 0.44 $ 0.36 $ 0.50 Net income per share, diluted $ 0.42 $ 0.35 $ 0.49 |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | Selected quarterly financial information for the years ended December 31, 2020 and 2019 are as follows (in thousands, except per share amounts): First Second Third Fourth Total Quarter Quarter Quarter Quarter Year 2020 Total revenues $ 194,690 $ 184,290 $ 202,997 $ 219,567 $ 801,544 Gross profit 157,431 147,585 160,369 169,004 634,389 Income from operations 45,961 44,591 5,323 (2) 54,275 150,150 Provision for income taxes 7,176 4,264 10,705 16,480 38,625 Net income $ 29,669 $ 39,076 $ 5,844 (2) $ 51,932 $ 126,521 Net income per share, basic (1) $ 0.10 $ 0.14 $ 0.02 (2) $ 0.17 $ 0.44 Net income per share, diluted (1) $ 0.10 $ 0.13 $ 0.02 (2) $ 0.17 $ 0.42 2019 Total revenues $ 177,539 $ 169,605 $ 186,588 $ 202,922 $ 736,654 Gross profit 144,972 132,974 151,537 163,021 592,504 Income from operations 38,290 19,468 41,402 42,705 141,865 Provision for income taxes 4,318 801 6,640 11,979 23,738 Net income $ 26,437 $ 19,981 $ 20,427 $ 36,251 $ 103,096 Net income per share, basic (1) $ 0.09 $ 0.07 $ 0.07 $ 0.13 $ 0.36 Net income per share, diluted (1) $ 0.09 $ 0.07 $ 0.07 $ 0.13 $ 0.35 (1) Net income per share was computed independently for each of the periods presented; therefore the sum of the net income per share amount for the quarters may not equal the total year. (2) During the third quarter of 2020, the Company recorded $15,445 total pre‑tax stock‑based compensation expense related to the restricted stock and RSUs that vested as a result of the IPO and $26,130 of pre‑tax expenses associated with the IPO. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies - Narrative (Details) - USD ($) | Nov. 17, 2020 | Sep. 25, 2020 | Aug. 28, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Apr. 02, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Payments of expenses associated with initial public offering | $ 1,373,000 | $ 0 | $ 0 | ||||||
Dividends payable (USD per share) | $ 1.50 | ||||||||
Dividends payable | $ 392,489,000 | ||||||||
Stock options exercise price reduction (USD per share) | $ 1.50 | ||||||||
Stock options exercise price, lower limit (USD per share) | $ 0.01 | ||||||||
Impairment of goodwill | 0 | 0 | 0 | ||||||
Impairment of long-lived assets | 0 | 0 | 0 | ||||||
Research and development costs capitalized | 7,809,000 | 6,060,000 | 5,735,000 | ||||||
Research and development costs capitalized, amortization | 4,699,000 | 3,516,000 | 2,052,000 | ||||||
Advertising expense | $ 1,726,000 | 1,579,000 | 2,378,000 | ||||||
Term of contract (in years) | 10 years | ||||||||
Foreign Language Translation Software | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Research and development costs capitalized | $ 951,000 | 835,000 | 877,000 | ||||||
Research and development costs capitalized, amortization | $ 919,000 | 823,000 | 1,008,000 | ||||||
Minimum | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Property and equipment, estimated useful lives | 3 years | ||||||||
Estimated useful life (in years) | 3 years | ||||||||
Maximum | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Property and equipment, estimated useful lives | 25 years | ||||||||
Estimated useful life (in years) | 10 years | ||||||||
Interest Rate Swap | Not Designated as Hedging Instrument | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Derivative notional amount | $ 200,000,000 | $ 200,000,000 | |||||||
Term of contract (in years) | 10 years | ||||||||
Public Stock Offering - Shares From Existing Shareholders | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Payments of expenses associated with initial public offering | $ 26,130,000 | ||||||||
Public Stock Offering - Shares From Existing Shareholders | Class B Common Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 12,360,991 | ||||||||
Price per share sold (USD per share) | $ 22 | ||||||||
Follow-On Offering | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock | 295,802,000 | $ 0 | $ 0 | ||||||
Expenses associated with sale of stock | $ 12,898,000 | ||||||||
Follow-On Offering | Class B Common Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 11,500,000 | ||||||||
Price per share sold (USD per share) | $ 32 | ||||||||
Follow-On Offering, Sold By Company | Class B Common Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 9,603,965 | ||||||||
Follow-On Offering, Exercise By Underwriters | Class B Common Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 1,500,000 | ||||||||
Follow-On Offering, Shares From Existing Shareholders | Class B Common Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 1,896,035 | ||||||||
Proceeds from issuance of common stock | $ 294,429,000 | ||||||||
Expenses associated with sale of stock | $ 12,898,000 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Schedule of Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Building and improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 25 years |
Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture, fixtures, and equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Aircraft | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 6 years |
Automobiles | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Rollforward of Accounts Receivable Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Balance, beginning of year | $ 7,274 | $ 7,611 | |
Bad debt (recovery) allowance | (1,000) | 862 | $ 2,393 |
Write-offs | (812) | (1,314) | |
Foreign currency translation adjustments | 297 | 115 | |
Balance, end of year | $ 5,759 | $ 7,274 | $ 7,611 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | ||
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected [Extensible List] | us-gaap:AccountingStandardsUpdate201602CumulativeEffectPeriodOfAdoptionMember | ||
Operating lease right-of-use assets | $ 46,128 | $ 0 | |
Total operating lease liabilities | $ 48,377 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 45,850 | ||
Total operating lease liabilities | $ 47,666 |
Revenue from Contracts with C_3
Revenue from Contracts with Customer - Narrative (Details) - USD ($) | Jan. 01, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Disaggregation of Revenue [Line Items] | ||||||||||||
Income before income taxes | $ 167,620,000 | $ 128,109,000 | $ 112,862,000 | |||||||||
Net income | $ 51,932,000 | $ 5,844,000 | $ 39,076,000 | $ 29,669,000 | $ 36,251,000 | $ 20,427,000 | $ 19,981,000 | $ 26,437,000 | 126,521,000 | 103,096,000 | 142,112,000 | |
Deferred revenues | 209,314,000 | 213,145,000 | 209,314,000 | 213,145,000 | ||||||||
Contract asset impairment | 0 | 0 | ||||||||||
Contract with customer, liability, revenue recognized | 203,682,000 | 202,354,000 | ||||||||||
Contract with customer liability additions | 193,999,000 | 202,806,000 | ||||||||||
Total revenues | 219,567,000 | $ 202,997,000 | $ 184,290,000 | $ 194,690,000 | 202,922,000 | $ 186,588,000 | $ 169,605,000 | $ 177,539,000 | $ 801,544,000 | $ 736,654,000 | $ 691,710,000 | |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2014-09, Topic 606 | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Income before income taxes | $ 125,464,000 | |||||||||||
Net income | 101,489,000 | |||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2014-09, Topic 340-40 | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Income before income taxes | 7,734,000 | |||||||||||
Net income | $ 6,333,000 | |||||||||||
Customer Concentration Risk | Revenue Benchmark | Channel Partners | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Concentration risk percentage | 8.00% | 8.00% | 9.00% | |||||||||
Portfolio Balancing | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Deferred revenues | 18,166,000 | 18,060,000 | $ 18,166,000 | $ 18,060,000 | ||||||||
Licenses | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Total revenues | 338,792,000 | 311,689,000 | ||||||||||
Term Licenses | ||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||
Total revenues | $ 281,410,000 | $ 251,996,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customer - Schedule of ASU 2014-09 Adoption, Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||||
Cash and cash equivalents | $ 122,006 | $ 121,101 | |||
Accounts receivable | 195,782 | 211,775 | |||
Allowance for doubtful accounts | (5,759) | (7,274) | |||
Prepaid income taxes | 3,535 | 4,543 | |||
Prepaid and other current assets | 24,694 | 23,413 | |||
Total current assets | 340,258 | 353,558 | |||
Property and equipment, net | 28,414 | 29,632 | |||
Intangible assets, net | 45,627 | 46,313 | |||
Goodwill | 581,174 | 480,065 | $ 446,318 | ||
Investments | 5,691 | 1,725 | |||
Deferred income taxes | 39,224 | 51,068 | |||
Other assets | 39,519 | 32,238 | |||
Total assets | 1,126,035 | 994,599 | |||
Current liabilities: | |||||
Accounts payable | 16,492 | 17,669 | |||
Accruals and other current liabilities | 226,793 | 167,517 | |||
Deferred revenues | 202,294 | 204,991 | |||
Income taxes payable | 3,366 | 2,236 | |||
Total current liabilities | 465,555 | 392,413 | |||
Long-term debt | 246,000 | 233,750 | |||
Deferred revenues | 7,020 | 8,154 | |||
Deferred income taxes | 10,849 | 8,260 | |||
Income taxes payable | 7,883 | 8,140 | |||
Other liabilities | 15,362 | 9,263 | |||
Total liabilities | 784,436 | 659,980 | |||
Stockholders’ equity: | |||||
Common stock | 2,722 | 2,548 | |||
Additional paid-in capital | 741,113 | 408,667 | |||
Accumulated other comprehensive loss | (26,233) | (23,927) | |||
Accumulated deficit | (376,003) | (52,669) | |||
Total stockholders’ equity | 341,599 | 334,619 | 147,431 | $ 52,167 | |
Total liabilities and stockholders’ equity | $ 1,126,035 | 994,599 | |||
Prepaid Expenses and Other Current Assets | |||||
Stockholders’ equity: | |||||
Contract cost assets | 2,690 | ||||
Other Noncurrent Assets | |||||
Stockholders’ equity: | |||||
Contract cost assets | 5,235 | ||||
Cumulative Effect, Period of Adoption, Adjusted Balance | |||||
Current assets: | |||||
Cash and cash equivalents | 121,101 | ||||
Accounts receivable | 211,775 | ||||
Allowance for doubtful accounts | (7,274) | ||||
Prepaid income taxes | 4,543 | ||||
Prepaid and other current assets | 23,413 | ||||
Total current assets | 353,558 | ||||
Property and equipment, net | 29,632 | ||||
Intangible assets, net | 46,313 | ||||
Goodwill | 480,065 | ||||
Investments | 1,725 | ||||
Deferred income taxes | 51,068 | ||||
Other assets | 32,238 | ||||
Total assets | 994,599 | ||||
Current liabilities: | |||||
Accounts payable | 17,669 | ||||
Accruals and other current liabilities | 167,517 | ||||
Deferred revenues | 204,991 | ||||
Income taxes payable | 2,236 | ||||
Total current liabilities | 392,413 | ||||
Long-term debt | 233,750 | ||||
Deferred revenues | 8,154 | ||||
Deferred income taxes | 8,260 | ||||
Income taxes payable | 8,140 | ||||
Other liabilities | 9,263 | ||||
Total liabilities | 659,980 | ||||
Stockholders’ equity: | |||||
Common stock | 2,548 | ||||
Additional paid-in capital | 408,667 | ||||
Accumulated other comprehensive loss | (23,927) | ||||
Accumulated deficit | (52,669) | ||||
Total stockholders’ equity | 334,619 | ||||
Total liabilities and stockholders’ equity | 994,599 | ||||
Cumulative Effect, Period of Adoption, Adjustment | |||||
Stockholders’ equity: | |||||
Total stockholders’ equity | $ 107,822 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2014-09 | |||||
Current assets: | |||||
Cash and cash equivalents | 0 | ||||
Accounts receivable | (233) | ||||
Allowance for doubtful accounts | 0 | ||||
Prepaid income taxes | 2,189 | ||||
Prepaid and other current assets | (3,333) | ||||
Total current assets | (1,377) | ||||
Property and equipment, net | 0 | ||||
Intangible assets, net | 0 | ||||
Goodwill | 0 | ||||
Investments | 0 | ||||
Deferred income taxes | 21,543 | ||||
Other assets | (5,721) | ||||
Total assets | 14,445 | ||||
Current liabilities: | |||||
Accounts payable | 0 | ||||
Accruals and other current liabilities | (292) | ||||
Deferred revenues | 77,079 | ||||
Income taxes payable | (1,206) | ||||
Total current liabilities | 75,581 | ||||
Long-term debt | 0 | ||||
Deferred revenues | 47,967 | ||||
Deferred income taxes | (633) | ||||
Income taxes payable | (1,819) | ||||
Other liabilities | 0 | ||||
Total liabilities | 121,096 | ||||
Stockholders’ equity: | |||||
Common stock | 0 | ||||
Additional paid-in capital | 0 | ||||
Accumulated other comprehensive loss | 841 | ||||
Accumulated deficit | (107,492) | $ 107,822 | |||
Total stockholders’ equity | (106,651) | ||||
Total liabilities and stockholders’ equity | 14,445 | ||||
Cumulative Effect, Period Of Adoption, Previously Reported | |||||
Current assets: | |||||
Cash and cash equivalents | 121,101 | ||||
Accounts receivable | 211,542 | ||||
Allowance for doubtful accounts | (7,274) | ||||
Prepaid income taxes | 6,732 | ||||
Prepaid and other current assets | 20,080 | ||||
Total current assets | 352,181 | ||||
Property and equipment, net | 29,632 | ||||
Intangible assets, net | 46,313 | ||||
Goodwill | 480,065 | ||||
Investments | 1,725 | ||||
Deferred income taxes | 72,611 | ||||
Other assets | 26,517 | ||||
Total assets | 1,009,044 | ||||
Current liabilities: | |||||
Accounts payable | 17,669 | ||||
Accruals and other current liabilities | 167,225 | ||||
Deferred revenues | 282,070 | ||||
Income taxes payable | 1,030 | ||||
Total current liabilities | 467,994 | ||||
Long-term debt | 233,750 | ||||
Deferred revenues | 56,121 | ||||
Deferred income taxes | 7,627 | ||||
Income taxes payable | 6,321 | ||||
Other liabilities | 9,263 | ||||
Total liabilities | 781,076 | ||||
Stockholders’ equity: | |||||
Common stock | 2,548 | ||||
Additional paid-in capital | 408,667 | ||||
Accumulated other comprehensive loss | (23,086) | ||||
Accumulated deficit | (160,161) | ||||
Total stockholders’ equity | 227,968 | ||||
Total liabilities and stockholders’ equity | $ 1,009,044 |
Revenue from Contracts with C_5
Revenue from Contracts with Customer - Schedule of ASU 2014-09 Adoption, Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||||||||||
Total revenues | $ 219,567 | $ 202,997 | $ 184,290 | $ 194,690 | $ 202,922 | $ 186,588 | $ 169,605 | $ 177,539 | $ 801,544 | $ 736,654 | $ 691,710 |
Cost of revenues: | |||||||||||
Total cost of revenues | 167,155 | 144,150 | 131,324 | ||||||||
Gross profit | 169,004 | 160,369 | 147,585 | 157,431 | 163,021 | 151,537 | 132,974 | 144,972 | 634,389 | 592,504 | 560,386 |
Operating expenses: | |||||||||||
Research and development | 185,515 | 183,552 | 175,032 | ||||||||
Selling and marketing | 143,791 | 155,294 | 160,635 | ||||||||
General and administrative | 113,451 | 97,580 | 89,328 | ||||||||
Amortization of purchased intangibles | 15,352 | 14,213 | 15,352 | 14,213 | 14,000 | ||||||
Total operating expenses | 484,239 | 450,639 | 438,995 | ||||||||
Income from operations | 54,275 | 5,323 | 44,591 | 45,961 | 42,705 | 41,402 | 19,468 | 38,290 | 150,150 | 141,865 | 121,391 |
Interest expense, net | (7,476) | (8,199) | (8,765) | ||||||||
Other income (expense), net | 24,946 | (5,557) | 236 | ||||||||
Income before income taxes | 167,620 | 128,109 | 112,862 | ||||||||
(Provision) benefit for income taxes | (16,480) | (10,705) | (4,264) | (7,176) | (11,979) | (6,640) | (801) | (4,318) | (38,625) | (23,738) | 29,250 |
Loss from investment accounted for using the equity method, net of tax | (2,474) | (1,275) | 0 | ||||||||
Net income | $ 51,932 | $ 5,844 | $ 39,076 | $ 29,669 | $ 36,251 | $ 20,427 | $ 19,981 | $ 26,437 | 126,521 | 103,096 | 142,112 |
Subscriptions | |||||||||||
Revenues: | |||||||||||
Total revenues | 679,273 | 608,300 | 557,421 | ||||||||
Perpetual licenses | |||||||||||
Revenues: | |||||||||||
Total revenues | 57,382 | 59,693 | 61,065 | ||||||||
Subscriptions and licenses | |||||||||||
Revenues: | |||||||||||
Total revenues | 736,655 | 667,993 | 618,486 | ||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | 95,803 | 71,578 | 55,113 | ||||||||
Services | |||||||||||
Revenues: | |||||||||||
Total revenues | 64,889 | 68,661 | 73,224 | ||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | $ 71,352 | 72,572 | $ 76,211 | ||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||||
Revenues: | |||||||||||
Total revenues | 736,654 | ||||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | 144,150 | ||||||||||
Gross profit | 592,504 | ||||||||||
Operating expenses: | |||||||||||
Research and development | 183,552 | ||||||||||
Selling and marketing | 155,294 | ||||||||||
General and administrative | 97,580 | ||||||||||
Amortization of purchased intangibles | 14,213 | ||||||||||
Total operating expenses | 450,639 | ||||||||||
Income from operations | 141,865 | ||||||||||
Interest expense, net | (8,199) | ||||||||||
Other income (expense), net | (5,557) | ||||||||||
Income before income taxes | 128,109 | ||||||||||
(Provision) benefit for income taxes | (23,738) | ||||||||||
Loss from investment accounted for using the equity method, net of tax | (1,275) | ||||||||||
Net income | 103,096 | ||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Subscriptions | |||||||||||
Revenues: | |||||||||||
Total revenues | 608,300 | ||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Perpetual licenses | |||||||||||
Revenues: | |||||||||||
Total revenues | 59,693 | ||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Subscriptions and licenses | |||||||||||
Revenues: | |||||||||||
Total revenues | 667,993 | ||||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | 71,578 | ||||||||||
Cumulative Effect, Period of Adoption, Adjusted Balance | Services | |||||||||||
Revenues: | |||||||||||
Total revenues | 68,661 | ||||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | 72,572 | ||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | (1,805) | ||||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | (139) | ||||||||||
Gross profit | (1,666) | ||||||||||
Operating expenses: | |||||||||||
Research and development | 0 | ||||||||||
Selling and marketing | (20) | ||||||||||
General and administrative | 0 | ||||||||||
Amortization of purchased intangibles | 0 | ||||||||||
Total operating expenses | (20) | ||||||||||
Income from operations | (1,646) | ||||||||||
Interest expense, net | 0 | ||||||||||
Other income (expense), net | 0 | ||||||||||
Income before income taxes | (1,646) | ||||||||||
(Provision) benefit for income taxes | 1,976 | ||||||||||
Loss from investment accounted for using the equity method, net of tax | 0 | ||||||||||
Net income | 330 | ||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Subscriptions | Accounting Standards Update 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | 5,625 | ||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Perpetual licenses | Accounting Standards Update 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | (7,174) | ||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Subscriptions and licenses | Accounting Standards Update 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | (1,549) | ||||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | (139) | ||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Services | Accounting Standards Update 2014-09 | |||||||||||
Revenues: | |||||||||||
Total revenues | (256) | ||||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | 0 | ||||||||||
Cumulative Effect, Period Of Adoption, Previously Reported | |||||||||||
Revenues: | |||||||||||
Total revenues | 734,849 | ||||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | 144,011 | ||||||||||
Gross profit | 590,838 | ||||||||||
Operating expenses: | |||||||||||
Research and development | 183,552 | ||||||||||
Selling and marketing | 155,274 | ||||||||||
General and administrative | 97,580 | ||||||||||
Amortization of purchased intangibles | 14,213 | ||||||||||
Total operating expenses | 450,619 | ||||||||||
Income from operations | 140,219 | ||||||||||
Interest expense, net | (8,199) | ||||||||||
Other income (expense), net | (5,557) | ||||||||||
Income before income taxes | 126,463 | ||||||||||
(Provision) benefit for income taxes | (21,762) | ||||||||||
Loss from investment accounted for using the equity method, net of tax | (1,275) | ||||||||||
Net income | 103,426 | ||||||||||
Cumulative Effect, Period Of Adoption, Previously Reported | Subscriptions | |||||||||||
Revenues: | |||||||||||
Total revenues | 613,925 | ||||||||||
Cumulative Effect, Period Of Adoption, Previously Reported | Perpetual licenses | |||||||||||
Revenues: | |||||||||||
Total revenues | 52,519 | ||||||||||
Cumulative Effect, Period Of Adoption, Previously Reported | Subscriptions and licenses | |||||||||||
Revenues: | |||||||||||
Total revenues | 666,444 | ||||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | 71,439 | ||||||||||
Cumulative Effect, Period Of Adoption, Previously Reported | Services | |||||||||||
Revenues: | |||||||||||
Total revenues | 68,405 | ||||||||||
Cost of revenues: | |||||||||||
Total cost of revenues | $ 72,572 |
Revenue from Contracts with C_6
Revenue from Contracts with Customer - Schedule of Contract Assets and Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 446 | $ 644 |
Deferred revenues | $ 209,314 | $ 213,145 |
Revenue from Contracts with C_7
Revenue from Contracts with Customer - Performance Obligation (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation amount | $ 209,314 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent to be recognized over next twelve months | 96.60% |
Remaining performance obligation expected timing of satisfaction period | 12 months |
Revenue from Contracts with C_8
Revenue from Contracts with Customer - Schedule of Revenue Disaggregation by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 219,567 | $ 202,997 | $ 184,290 | $ 194,690 | $ 202,922 | $ 186,588 | $ 169,605 | $ 177,539 | $ 801,544 | $ 736,654 | $ 691,710 |
Revenues | 734,849 | 691,710 | |||||||||
Subscriptions and licenses | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 736,655 | 667,993 | 618,486 | ||||||||
Revenues | 666,444 | 618,486 | |||||||||
Subscriptions | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 679,273 | 608,300 | 557,421 | ||||||||
Revenues | 613,925 | 557,421 | |||||||||
SELECT subscriptions | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 270,749 | 267,249 | |||||||||
Revenues | 267,340 | 273,745 | |||||||||
Enterprise subscriptions | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 221,524 | 184,833 | |||||||||
Revenues | 196,081 | 182,816 | |||||||||
Term license subscriptions | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 187,000 | 156,218 | |||||||||
Revenues | 150,504 | 100,860 | |||||||||
Perpetual licenses | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 57,382 | 59,693 | 61,065 | ||||||||
Revenues | 52,519 | 61,065 | |||||||||
Services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 64,889 | 68,661 | 73,224 | ||||||||
Revenues | 68,405 | 73,224 | |||||||||
Professional services (recurring) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 17,389 | 22,797 | |||||||||
Revenues | 22,974 | 25,981 | |||||||||
Professional services (other) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 47,500 | 45,864 | |||||||||
Revenues | $ 45,431 | $ 47,243 |
Revenue from Contracts with C_9
Revenue from Contracts with Customer - Schedule of Revenue Disaggregation by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 219,567 | $ 202,997 | $ 184,290 | $ 194,690 | $ 202,922 | $ 186,588 | $ 169,605 | $ 177,539 | $ 801,544 | $ 736,654 | $ 691,710 |
Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 736,654 | ||||||||||
Cumulative Effect, Period Of Adoption, Previously Reported | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 734,849 | ||||||||||
Americas | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 395,746 | 328,749 | |||||||||
Americas | Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 356,331 | ||||||||||
Americas | Cumulative Effect, Period Of Adoption, Previously Reported | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 360,934 | ||||||||||
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 348,222 | 277,706 | |||||||||
United States | Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 306,493 | ||||||||||
United States | Cumulative Effect, Period Of Adoption, Previously Reported | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 307,259 | ||||||||||
EMEA | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 254,036 | 231,486 | |||||||||
EMEA | Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 236,602 | ||||||||||
EMEA | Cumulative Effect, Period Of Adoption, Previously Reported | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 235,254 | ||||||||||
United Kingdom | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 64,433 | 59,086 | |||||||||
United Kingdom | Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 57,321 | ||||||||||
United Kingdom | Cumulative Effect, Period Of Adoption, Previously Reported | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 59,524 | ||||||||||
Asia-Pacific (“APAC”) | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 151,762 | $ 131,475 | |||||||||
Asia-Pacific (“APAC”) | Cumulative Effect, Period of Adoption, Adjusted Balance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 143,721 | ||||||||||
Asia-Pacific (“APAC”) | Cumulative Effect, Period Of Adoption, Previously Reported | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 138,661 |
Acquisitions - Schedule of Cash
Acquisitions - Schedule of Cash Paid and Acquired for Acquisitions (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)acquisition | Dec. 31, 2019USD ($)acquisition | Dec. 31, 2018USD ($)acquisition | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash acquired | $ (5,266) | $ (2,523) | $ (7,774) |
Net cash paid | $ 93,032 | $ 34,054 | $ 135,264 |
Series of Individually Immaterial Business Acquisitions | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Number of acquisitions | acquisition | 6,000 | 4,000 | 7,000 |
Cash paid at closing | $ 98,298 | $ 36,577 | $ 143,038 |
Cash acquired | (5,266) | (2,523) | (7,774) |
Net cash paid | 93,032 | $ 34,054 | $ 135,264 |
Escrow deposit | $ 3,413 |
Acquisitions - Schedule of Cont
Acquisitions - Schedule of Contingent and Non-Contingent Consideration Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Accruals and other current liabilities | $ 2,884 | $ 5,100 |
Accruals and other current liabilities | 685 | 900 |
Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Accruals and other current liabilities | 2,884 | 5,100 |
Other liabilities | 1,415 | 1,499 |
Contingent consideration from acquisitions | 4,299 | 6,599 |
Accruals and other current liabilities | 685 | 900 |
Other liabilities | 1,774 | 0 |
Non-contingent consideration from acquisitions | $ 2,459 | $ 900 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)acquisition | Dec. 31, 2019USD ($)acquisition | Dec. 31, 2018USD ($)acquisition | |
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Fair value adjustments reducing revenue | $ (219,567) | $ (202,997) | $ (184,290) | $ (194,690) | $ (202,922) | $ (186,588) | $ (169,605) | $ (177,539) | $ (801,544) | $ (736,654) | $ (691,710) |
Series of Individually Immaterial Business Acquisitions | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Number of acquisitions | acquisition | 6,000 | 4,000 | 7,000 | ||||||||
Acquisition and integration costs | 2,227 | $ 950 | $ 1,361 | ||||||||
Goodwill from acquisition, expected tax deductible amount | $ 24,133 | $ 24,133 | |||||||||
Series of Individually Immaterial Business Acquisitions | Acquired Support Contracts Adjustment To Revenue | |||||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||||
Fair value adjustments reducing revenue | $ 599 | $ 553 | $ 2,469 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration and Net Assets Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 581,174 | $ 480,065 | $ 446,318 |
Series of Individually Immaterial Business Acquisitions | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash paid at closing | 98,298 | 36,577 | 143,038 |
Contingent consideration from acquisitions | 2,380 | 4,498 | 13,456 |
Deferred, non-contingent consideration, net | 1,416 | 0 | 690 |
Total consideration | 102,094 | 41,075 | 157,184 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Cash | 5,266 | 2,523 | 7,774 |
Prepaid and other current assets | 8,701 | 1,782 | 4,790 |
Operating lease right-of-use assets | 2,529 | 0 | 0 |
Property and equipment | 499 | 411 | 340 |
Other assets | 36 | 84 | 0 |
Total identifiable assets acquired excluding goodwill | 34,762 | 15,338 | 52,986 |
Accruals and other current liabilities | (4,991) | (3,538) | (3,848) |
Deferred revenues | (5,351) | (2,897) | (6,181) |
Operating lease liabilities | (2,529) | 0 | 0 |
Deferred income taxes | (1,701) | (1,869) | (8,917) |
Other liabilities | (86) | 0 | 0 |
Total liabilities assumed | (14,658) | (8,304) | (18,946) |
Net identifiable assets acquired excluding goodwill | 20,104 | 7,034 | 34,040 |
Goodwill | 81,990 | 34,041 | 123,144 |
Net assets acquired | 102,094 | 41,075 | 157,184 |
Series of Individually Immaterial Business Acquisitions | Customer relationships | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangibles | $ 11,371 | $ 6,534 | $ 27,294 |
Series of Individually Immaterial Business Acquisitions | Customer relationships | Weighted Average | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Acquired finite-lived intangible assets, weighted average useful life | 6 years | 7 years | 5 years |
Series of Individually Immaterial Business Acquisitions | Software and technology | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangibles | $ 2,207 | $ 2,423 | $ 9,332 |
In-process research and development | $ 0 | 0 | 1,366 |
Series of Individually Immaterial Business Acquisitions | Software and technology | Weighted Average | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||
Series of Individually Immaterial Business Acquisitions | Non-compete agreements | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangibles | $ 200 | 150 | 0 |
Acquired finite-lived intangible assets, weighted average useful life | 5 years | ||
Series of Individually Immaterial Business Acquisitions | Trademarks | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangibles | $ 3,953 | $ 1,431 | $ 2,090 |
Series of Individually Immaterial Business Acquisitions | Trademarks | Weighted Average | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Acquired finite-lived intangible assets, weighted average useful life | 7 years | 5 years | 7 years |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | $ 97,256 | $ 98,484 |
Less: Accumulated depreciation | (68,842) | (68,852) |
Total property and equipment and finance lease right-of-use assets, net | 28,414 | 29,632 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | 2,811 | 2,811 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | 33,094 | 31,619 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | 44,369 | 47,472 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | 12,849 | 12,593 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | 4,075 | 3,910 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | $ 58 | $ 79 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 10,166 | $ 9,813 | $ 9,300 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | $ 480,065 | $ 446,318 |
Acquisitions | 81,990 | 34,041 |
Foreign currency translation adjustments | 19,195 | (321) |
Other adjustments | (76) | 27 |
Goodwill ending balance | $ 581,174 | $ 480,065 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets Other than Goodwill (Details ) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 191,659 | $ 177,395 |
Accumulated Amortization | (146,032) | (131,082) |
Net Book Value | $ 45,627 | 46,313 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 10 years | |
Software and technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Gross Carrying Amount | $ 67,691 | 66,063 |
Accumulated Amortization | (63,046) | (58,866) |
Net Book Value | 4,645 | 7,197 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 97,008 | 88,904 |
Accumulated Amortization | (66,030) | (59,744) |
Net Book Value | $ 30,978 | 29,160 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 10 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 26,610 | 22,278 |
Accumulated Amortization | (16,888) | (12,461) |
Net Book Value | $ 9,722 | 9,817 |
Trademarks | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Trademarks | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 10 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 5 years | |
Gross Carrying Amount | $ 350 | 150 |
Accumulated Amortization | (68) | (11) |
Net Book Value | $ 282 | $ 139 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Cost of subscriptions and licenses | $ 4,981 | $ 3,795 | $ 2,840 | ||
Amortization of purchased intangibles | 15,352 | 14,213 | $ 15,352 | $ 14,213 | 14,000 |
Total amortization expense | $ 20,333 | $ 18,008 | $ 16,840 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 16,088 | |
2022 | 12,975 | |
2023 | 6,609 | |
2024 | 3,316 | |
2025 | 2,559 | |
Thereafter | 4,080 | |
Net Book Value | $ 45,627 | $ 46,313 |
Investments (Details)
Investments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||
Payments to acquire cost method investments | $ 3,440,000 | |
Payments to acquire equity method investments | 3,000,000 | |
Equity Method Investee | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 2,251,000 | $ 1,725,000 |
Impairment of equity method investments | $ 0 | |
Digital Construction Works, Inc. | Equity Method Investee | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 50.00% | |
Digital Construction Works, Inc. | Topcon | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 50.00% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | |||
Operating leases, rent expense before Topic 842 adoption | $ 17,036 | $ 16,726 | |
Operating lease payments, leases not yet commenced | $ 1,368 | ||
Total financing lease liabilities | $ 296 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term (less than) (in years) | 1 year | ||
Renewal term (up to) (in years) | 1 year | ||
Termination period (in years) | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term (less than) (in years) | 9 years | ||
Renewal term (up to) (in years) | 10 years | ||
Termination period (in years) | 10 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 18,194 |
Variable lease cost | 3,881 |
Short-term lease cost | 399 |
Total operating lease cost | 22,474 |
Payments for rent | $ 17,417 |
Leases - Other Information (Det
Leases - Other Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 18,384 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 15,522 |
Weighted average remaining lease term — operating leases (in years) | 3 years 7 months 24 days |
Weighted average discount rate — operating leases | 2.14% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases, After Adoption of 842: | |
2021 | $ 17,666 |
2022 | 13,859 |
2023 | 8,801 |
2024 | 4,715 |
2025 | 3,528 |
Thereafter | 1,983 |
Total future lease payments | 50,552 |
Less: Imputed interest | (2,175) |
Total operating lease liabilities | $ 48,377 |
Leases - Maturities, Prior to A
Leases - Maturities, Prior to Adoption (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 15,886 |
2021 | 13,186 |
2022 | 10,385 |
2023 | 6,572 |
2024 | 3,216 |
Thereafter | 2,771 |
Total minimum lease payments | $ 52,016 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
Property and equipment | $ 572 |
Accumulated depreciation | (229) |
Property and equipment, net | 343 |
Accruals and other current liabilities | 197 |
Other liabilities | 99 |
Total financing lease liabilities | $ 296 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | bsy:AccrualsAndOtherLiabilitiesCurrent |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent |
Accruals and Other Current Li_3
Accruals and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
CSS deposits | $ 110,291 | $ 54,688 |
Accrued benefits | 36,613 | 33,184 |
Accrued compensation | 22,131 | 31,537 |
Due to customers | 9,869 | 8,945 |
Accrued hosting costs | 7,988 | 2,215 |
Accrued severance and realignment costs | 7,209 | 1,688 |
Sales taxes payable | 6,361 | 5,287 |
Accrued acquisition stay bonuses | 5,599 | 4,143 |
Accrued professional fees | 4,210 | 4,382 |
Contingent consideration from acquisitions | 2,884 | 5,100 |
Accrued facility costs | 2,095 | 2,168 |
Non-contingent consideration from acquisitions | 685 | 900 |
Accrued rent | 0 | 1,909 |
Other accrued and current liabilities | 10,858 | 11,371 |
Accruals and other current liabilities | $ 226,793 | $ 167,517 |
Long_Term Debt - Schedule of Lo
Long‑Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total carrying value of debt | $ 246,000 | $ 233,750 |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total carrying value of debt | $ 246,000 | $ 233,750 |
Long_Term Debt - Narrative (Det
Long‑Term Debt - Narrative (Details) | Dec. 19, 2017USD ($) | Nov. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 02, 2020USD ($) | Jun. 30, 2020USD ($) | Apr. 02, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Repayments of term loan | $ 125,000,000 | $ 0 | $ 0 | |||||
Total carrying value of debt | 246,000,000 | 233,750,000 | ||||||
Amortization and write-off of deferred debt issuance costs | 985,000 | 553,000 | 552,000 | |||||
Interest expense other borrowings | 50,000 | $ 207,000 | $ 255,000 | |||||
Interest Rate Swap | Not Designated as Hedging Instrument | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative notional amount | $ 200,000,000 | $ 200,000,000 | ||||||
Derivative fair value | $ 347,000 | |||||||
Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Weighted average interest rate over time | 1.92% | 3.47% | 3.28% | |||||
Accrued interest and fees | $ 0 | |||||||
Interest expense for debt | $ 6,878,000 | 8,971,000 | $ 8,800,000 | |||||
Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings guaranteed through stock of foreign subsidiaries (as a percent) | 0.65 | |||||||
Credit Facility | Letters of Credit And Surety Bonds | ||||||||
Debt Instrument [Line Items] | ||||||||
Total carrying value of debt | 150,000 | 546,000 | ||||||
Credit Facility | Minimum | Revolving Credit Facility - Non-Euro Currency | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee percentage | 0.15% | |||||||
Credit Facility | Maximum | Revolving Credit Facility - Non-Euro Currency | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused capacity, commitment fee percentage | 0.30% | |||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility - Non-Euro Currency | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | Revolving Credit Facility - Euro Currency | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | Revolving Credit Facility - Euro Currency | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
Credit Facility | Overnight Bank Funding Effective Rate | Revolving Credit Facility - Non-Euro Currency | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Credit Facility | Base Rate | Minimum | Revolving Credit Facility - Non-Euro Currency | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.00% | |||||||
Credit Facility | Base Rate | Maximum | Revolving Credit Facility - Non-Euro Currency | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.25% | |||||||
Term Loan | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization and write-off of deferred debt issuance costs | 553,000 | 553,000 | $ 552,000 | |||||
Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Accordion feature, increase limit | $ 100,000,000 | |||||||
Total carrying value of debt | 246,000,000 | 233,750,000 | ||||||
Line of Credit | Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity | 253,850,000 | $ 265,704,000 | ||||||
Effective interest rate | 0.73% | |||||||
Line of Credit | Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 500,000,000 | |||||||
Line of Credit | Credit Facility | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 50,000,000 | |||||||
Line of Credit | Credit Facility | Bridge Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||
Line of Credit | Term Loan | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 125,000,000 | |||||||
Repayments of term loan | $ 125,000,000 | |||||||
Debt issuance costs | $ 432,000 |
Executive Bonus Plan - Narrativ
Executive Bonus Plan - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 03, 2020USD ($)acquisition | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Number of trading days prior to end of applicable quarter, shares determined upon election by volume-weighted average price | acquisition | 10,000 | |||
Number of trading days after the end of applicable quarter, shares determined upon election by volume-weighted average price | acquisition | 10 | |||
Non-deferred incentive bonus threshold for pro rata adjustment | $ | $ 7,500 | |||
Deferred Bonus | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Company's Management Reported Operating Income (MORI) threshold for bonus plan (up to) | 20.00% | |||
Bonus plan compensation expense | $ | $ 34,340 | $ 31,061 | $ 27,641 |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Details) - USD ($) | Aug. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Deferred compensation liability, current and noncurrent | $ 2,591,000 | $ 2,544,000 | ||
Qualified Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer discretionary contribution, percent of qualified cash compensation (up to) | 5.00% | |||
Qualified Plan | United States | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer contributions | $ 3,583,000 | 3,311,000 | $ 3,337,000 | |
Qualified Plan | Foreign Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer contributions | 7,347,000 | 8,070,000 | $ 7,613,000 | |
Nonqualified Plan | Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Contributions by employer | $ 0 | $ 0 | ||
Dividends, common stock, stock (in shares) | $ 2,709,851 | |||
Phantom shares issuable (in shares) | 30,590,955 | 30,768,633 | ||
Share-based Payment Arrangement, Tranche One | Nonqualified Plan | Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits | Prior to January 2016 Awards | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Vesting percentage | 20.00% | |||
Share-based Payment Arrangement, Tranche One | Nonqualified Plan | Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits | After January 2016 Awards | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Vesting percentage | 100.00% | |||
Share-based Payment Arrangement, Tranche Two | Nonqualified Plan | Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits | Prior to January 2016 Awards | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Vesting percentage | 20.00% | |||
Share-based Payment Arrangement, Tranche Three | Nonqualified Plan | Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits | Prior to January 2016 Awards | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Vesting percentage | 20.00% | |||
Share-Based Payment Arrangement, Tranche Four | Nonqualified Plan | Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits | Prior to January 2016 Awards | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Vesting percentage | 20.00% | |||
Share-Based Payment Arrangement, Tranche Five | Nonqualified Plan | Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits | Prior to January 2016 Awards | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Vesting percentage | 20.00% |
Common Stock - Initial Public O
Common Stock - Initial Public Offering and Authorized Common Shares Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 20, 2018 |
Class of Stock [Line Items] | |||||
Payments of expenses associated with initial public offering | $ 1,373 | $ 0 | $ 0 | ||
Public Stock Offering - Shares From Existing Shareholders | |||||
Class of Stock [Line Items] | |||||
Payments of expenses associated with initial public offering | $ 26,130 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized (up to) (in shares) | 1,800,000,000 | 1,800,000,000 | 600,000,000 | ||
Common stock shares outstanding (in shares) | 260,552,747 | 243,241,192 | |||
Class B Common Stock | Public Stock Offering - Shares From Existing Shareholders | |||||
Class of Stock [Line Items] | |||||
Number of shares sold (in shares) | 12,360,991 | ||||
Price per share sold (USD per share) | $ 22 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized (up to) (in shares) | 100,000,000 | 100,000,000 | 320,000,000 | ||
Common stock shares outstanding (in shares) | 11,601,757 | 11,601,757 |
Common Stock - Follow-On Public
Common Stock - Follow-On Public Offering Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Follow-On Offering | ||||
Class of Stock [Line Items] | ||||
Proceeds from issuance of common stock | $ 295,802 | $ 0 | $ 0 | |
Expenses associated with sale of stock | $ 12,898 | |||
Class B Common Stock | Follow-On Offering | ||||
Class of Stock [Line Items] | ||||
Number of shares sold (in shares) | 11,500,000 | |||
Price per share sold (USD per share) | $ 32 | |||
Class B Common Stock | Follow-On Offering, Sold By Company | ||||
Class of Stock [Line Items] | ||||
Number of shares sold (in shares) | 9,603,965 | |||
Class B Common Stock | Follow-On Offering, Exercise By Underwriters | ||||
Class of Stock [Line Items] | ||||
Number of shares sold (in shares) | 1,500,000 | |||
Class B Common Stock | Follow-On Offering, Shares From Existing Shareholders | ||||
Class of Stock [Line Items] | ||||
Number of shares sold (in shares) | 1,896,035 | |||
Proceeds from issuance of common stock | $ 294,429 | |||
Expenses associated with sale of stock | $ 12,898 |
Common Stock - Sales, Repurchas
Common Stock - Sales, Repurchases, and Issuances of Company Capital Stock Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 23, 2018 | Sep. 30, 2016 | |
Class of Stock [Line Items] | |||||
Profit-sharing plan shares, net, value | $ 6,970,000 | $ 2,417,000 | $ 3,387,000 | ||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period (in shares) | 549,834 | 318,203 | 465,979 | ||
Shares exercised (in shares) | 4,060,839 | 3,214,542 | 2,812,998 | ||
Profit-sharing plan shares, net, value | $ 5,000 | $ 3,000 | $ 5,000 | ||
Deferred Compensation, Share-based Payments [Member] | Deferred Profit Sharing | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period (in shares) | 549,834 | 318,203 | 465,979 | ||
Profit-sharing plan shares, net, value | $ 6,970,000 | $ 2,417,000 | $ 3,387,000 | ||
Performance Based Restricted Stock Units (RSUs), 2016 | Equity Incentive Plan | |||||
Class of Stock [Line Items] | |||||
Shares repurchased by Company after exercise | $ 1,454,000 | $ 8,838,000 | $ 8,571,000 | ||
Shares repurchased by Company after exercise (in shares) | 128,007 | 1,126,747 | 1,131,928 | ||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Amount authorized for purchase | $ 250,000,000 | $ 250,000,000 | $ 200,000,000 | ||
Stock repurchased during period (in shares) | 3,769,346 | ||||
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 | $ 4,625,000 | $ 5,609,000 | $ 6,861,000 | ||
Deferred compensation arrangement with individual, shares issued (in shares) | 3,081,607 | 2,322,983 | 2,332,585 | ||
Deferred compensation arrangement with individual, shares issued, gross (in shares) | 3,352,931 | 3,082,607 | 3,340,904 | ||
Shares withheld for tax withholding obligation (in shares) | 271,324 | 759,624 | 1,008,319 | ||
Class B Common Stock | Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares exercised, net of shares withheld (in shares) | 3,214,542 | 2,812,998 | |||
Shares exercised (in shares) | 4,731,158 | 3,726,606 | |||
Shares issued for cash (in shares) | 1,273,271 | 1,235,204 | |||
Shares withheld for cost of options and tax withholding obligation | 1,516,616 | 913,608 | |||
Class B Common Stock | Stock Option | |||||
Class of Stock [Line Items] | |||||
Shares exercised, net of shares withheld (in shares) | 4,060,839 | ||||
Shares exercised (in shares) | 5,486,191 | ||||
Shares issued for cash (in shares) | 1,063,204 | ||||
Shares withheld for cost of options and tax withholding obligation | 1,425,352 | ||||
Cash used to settle award | $ 9,128,000 | ||||
Share-based compensation tax withholding payment | $ 4,755,000 | $ 2,324,000 | $ 1,577,000 | ||
Class B Common Stock | Stock Option | Common Stock | |||||
Class of Stock [Line Items] | |||||
Cash used to settle award | $ 3,627,000 | $ 2,187,000 | |||
Private Placement | Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares sold (in shares) | 4,574,399 | 791,873 | 5,151,019 | ||
Stock repurchased during period (in shares) | 622,873 | 2,139,466 | |||
Sale of stock, consideration received | $ 58,349,000 | $ 4,510,000 | $ 16,220,000 | ||
Private Placement, Direct Investor Investment | Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares sold (in shares) | 805,053 | 169,000 | 3,011,553 | ||
Sale of stock, consideration received | $ 12,462,000 | $ 1,224,000 | $ 22,792,000 |
Common Stock - Selected Terms O
Common Stock - Selected Terms Of Class A Common Stock and Class B Common Stock Narrative (Details) | Dec. 31, 2020vote |
Class of Stock [Line Items] | |
Threshold of affirmative votes of Class A Common Stock outstanding for automatic conversion to Class B Common Stock (at least) | 90.00% |
Threshold of Bentley family ownership of issued and outstanding Class B Common Stock, fully-diluted basis, automatic conversion of Class A Common Stock | 20.00% |
Class B Common Stock | |
Class of Stock [Line Items] | |
Number of votes per share | 1 |
Class A Common Stock | |
Class of Stock [Line Items] | |
Number of votes per share | 29 |
Number of votes per share, if not serving as Company director or executive officer | 11 |
Common Stock - Selected Terms_2
Common Stock - Selected Terms of Preferred Stock Narrative (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Preferred stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common Stock - Schedule of Divi
Common Stock - Schedule of Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 28, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||||||||||
Dividends declared (USD per share) | $ 0.030 | $ 1.530 | $ 0.030 | $ 0.030 | $ 0.025 | $ 0.025 | $ 0.025 | $ 0.025 | $ 0.020 | $ 0.020 | $ 0.020 | $ 0.020 | $ 1.620 | $ 0.100 | $ 0.080 | |
Amount | $ 8,270 | $ 400,311 | $ 7,771 | $ 7,666 | $ 6,367 | $ 6,380 | $ 6,375 | $ 6,268 | $ 4,990 | $ 5,016 | $ 5,020 | $ 4,979 | $ 424,018 | $ 25,390 | $ 20,005 | |
Dividends payable | $ 392,489 | |||||||||||||||
Stock options exercise price reduction (USD per share) | $ 1.50 | |||||||||||||||
Stock options exercise price, lower limit (USD per share) | $ 0.01 |
Common Stock- Global Employee S
Common Stock- Global Employee Stock Purchase Plan (Details) - Employee Stock - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 22, 2020 |
Class of Stock [Line Items] | ||
Maximum percent of eligible compensation available to contribute | 15.00% | |
Maximum employee annual contribution amount | $ 25 | |
Purchase price of common stock, percent | 85.00% | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 25,000,000 | |
Shares issued (in shares) | 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Rollforward of AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ 334,619 | $ 147,431 | $ 52,167 |
Other comprehensive (loss) income, before taxes | (2,305) | 5,284 | (10,812) |
Tax expense (benefit) | (1) | 203 | (62) |
Total other comprehensive income (loss), net of taxes | (2,306) | 5,487 | (10,874) |
Ending balance | 341,599 | 334,619 | 147,431 |
Accumulated Foreign Currency Adjustment Attributable to Parent | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (22,908) | (28,867) | (17,847) |
Other comprehensive (loss) income, before taxes | (2,311) | 5,959 | (11,020) |
Tax expense (benefit) | 0 | 0 | 0 |
Total other comprehensive income (loss), net of taxes | (2,311) | 5,959 | (11,020) |
Ending balance | (25,219) | (22,908) | (28,867) |
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (1,019) | (547) | (693) |
Other comprehensive (loss) income, before taxes | 6 | (675) | 208 |
Tax expense (benefit) | (1) | 203 | (62) |
Total other comprehensive income (loss), net of taxes | 5 | (472) | 146 |
Ending balance | (1,014) | (1,019) | (547) |
Accumulated other comprehensive loss | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (23,927) | (29,414) | (18,540) |
Total other comprehensive income (loss), net of taxes | (2,306) | 5,487 | (10,874) |
Ending balance | $ (26,233) | $ (23,927) | $ (29,414) |
Equity Awards and Instruments -
Equity Awards and Instruments - Incentive Plan Narrative (Details) - Class B Common Stock - shares | Dec. 31, 2020 | Sep. 22, 2020 |
2020 Incentive Award Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized (in shares) | 25,000,000 | |
Percent of outstanding shares annual increase for authorized amount, minimum | 1.00% | |
Number of shares available (in shares) | 24,904,235 | |
Two Thousand Fifteen Incentive Award Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized (in shares) | 50,000,000 |
Equity Awards and Instruments_2
Equity Awards and Instruments - Stock Options Narrative (Details) - $ / shares | Aug. 28, 2020 | Dec. 31, 2020 |
Share-based Payment Arrangement [Abstract] | ||
Put provision start period, number of months since exercise | 6 months | |
Put provision end Period, number of days after start period | 30 days | |
Call Provision Exercise Period | 7 months | |
Dividends payable (USD per share) | $ 1.50 | |
Stock options exercise price reduction (USD per share) | 1.50 | |
Stock options exercise price, lower limit (USD per share) | $ 0.01 |
Equity Awards and Instruments_3
Equity Awards and Instruments - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | $ 33,051 | $ 8,091 | $ 7,882 | |
Stock-based compensation expense accrued | 6,835 | |||
Cost of Revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | 2,939 | 522 | 362 | |
Cost of Revenues | Subscriptions and licenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | 960 | 115 | 44 | |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | 12,105 | 3,107 | 2,971 | |
Selling and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | 6,692 | 2,210 | 2,337 | |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | 10,355 | 2,137 | 2,168 | |
Restricted Stock and Restricted Stock Units (RSUs) | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | $ 15,445 | 15,102 | 0 | 0 |
Stock option expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | 6,858 | 6,342 | 4,808 | |
Restricted stock and RSU expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | 4,248 | 1,749 | 3,074 | |
Stock grants expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | 319 | 0 | 0 | |
Bonus Plan | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total pre-tax expense | $ 6,524 | $ 0 | $ 0 |
Equity Awards and Instruments_4
Equity Awards and Instruments - Schedule of Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 26.32% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 27.18% | ||
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 31.04% | 29.57% | |
Expected dividend yield | 1.11% | 1.38% | 1.18% |
Risk-free interest rate | 1.31% | 2.48% | 2.40% |
Expected term (in years) | 3 years 9 months | 3 years 9 months | 3 years 9 months |
Weighted average grant date fair value of options issued (USD per share) | $ 2.49 | $ 1.66 | $ 1.46 |
Equity Awards and Instruments_5
Equity Awards and Instruments - Options Outstanding Rollfoward (Details) - 2020 Incentive Award Plan - Stock Option $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance (in shares) | shares | 18,691,667 |
Option Activity [Abstract] | |
Granted (in shares) | shares | 10,000 |
Exercised (in shares) | shares | (5,486,191) |
Canceled (in shares) | shares | (373,250) |
Ending balance (in shares) | shares | 12,842,226 |
Shares exercisable (in shares) | shares | 6,327,541 |
Share-Based Payment Arrangement By Share-Based Payment Award, Options, Weighted Average Exercise Price Per Share [Roll Forward] | |
Beginning balance, weighted average exercise price (USD per share) | $ / shares | $ 4.47 |
Granted, weighted average exercise price (USD per share) | $ / shares | 9.34 |
Exercised, weighted average exercise price (USD per share) | $ / shares | 3.47 |
Canceled, weighted average exercise price (USD per share) | $ / shares | 5.33 |
Ending balance, weighted average exercise price (USD per share) | $ / shares | 4.87 |
Weighted average exercise price, shares exercisable (USD per share) | $ / shares | $ 4.42 |
Weighted remaining contractual life (in years) | 2 years 21 days |
Shares outstanding, intrinsic value | $ | $ 457,650 |
Shares exercisable, weighted remaining contractual life (in years) | 1 year 5 months 19 days |
Shares exercisable, intrinsic value | $ | $ 228,378 |
Equity Awards and Instruments_6
Equity Awards and Instruments - Additional Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options exercise price reduction (USD per share) | $ 1.50 | |||
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options exercised, intrinsic value | $ 72,275 | $ 22,914 | $ 18,291 | |
Unrecognized compensation cost | $ 6,897 | |||
Cost not yet recognized, period for recognition | 2 years 2 months 12 days | |||
Stock Option | 2020 Incentive Award Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds from stock options exercised | $ 9,128 | $ 3,612 | $ 2,179 |
Equity Awards and Instruments_7
Equity Awards and Instruments - Acquisition Options Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 28, 2020 | Mar. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options exercise price, lower limit (USD per share) | $ 0.01 | ||||
Share-based compensation expense | $ 33,051 | $ 8,091 | $ 7,882 | ||
Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options exercise price, lower limit (USD per share) | $ 0.01 | ||||
Share-based compensation expense | 6,858 | $ 6,342 | $ 4,808 | ||
Stock Option | Equity Incentive Plan | Class B Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 900,000 | ||||
Award vesting period | 5 years | ||||
Stock options exercise price, upper limit (USD per share) | $ 6.805 | ||||
Award service period | 4 years | ||||
Stock options exercise price, lower limit (USD per share) | $ 0.01 | ||||
Grant date fair value (USD per share) | $ 3.44 | ||||
Accelerated share-based compensation cost | 1,548 | ||||
Share-based compensation expense | $ 2,012 | ||||
Shares outstanding (in shares) | 900,000 | ||||
Shares outstanding, intrinsic value | $ 7,992 |
Equity Awards and Instruments_8
Equity Awards and Instruments - Stock Grants Narrative (Details) - Class B Common Stock - 2020 Incentive Award Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fully vested shares granted (in shares) | 21,956 | 0 | 0 |
Fully vested shares granted | $ 319 |
Equity Awards and Instruments_9
Equity Awards and Instruments - Restricted Stock and RSUs Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock and Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Grant date fair value (USD per share) | $ 16.03 | $ 7.24 | $ 6.81 | |||
Restricted Stock and Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Unvested, beginning balance (in shares) | 210,111 | 210,111 | ||||
Granted (in shares) | 2,481,670 | |||||
Vested (in shares) | (1,148,656) | |||||
Shares canceled (in shares) | (88,371) | |||||
Unvested, ending balance (in shares) | 1,454,754 | 1,454,754 | 210,111 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Unvested, beginning balance (USD per share) | $ 6.79 | $ 6.79 | ||||
Grant date fair value (USD per share) | 16.03 | |||||
Vested (USD per share) | 14.58 | |||||
Canceled (USD per share) | 10.06 | |||||
Unvested, ending balance (USD per share) | $ 16.17 | $ 16.17 | $ 6.79 | |||
Restricted Stock and Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | Time-Based Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 78,785 | 1,197,760 | 12,454 | |||
Restricted Stock and Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | Performance-Based Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 12,435 | 185,324 | ||||
Restricted Stock and Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | Upon Completion Of IPO Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 994,912 | |||||
Restricted Stock | 2020 Incentive Award Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 1,863,824 | |||||
Restricted Stock | 2020 Incentive Award Plan | Time-Based Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 13,485 | 698,540 | 12,454 | |||
Restricted Stock | 2020 Incentive Award Plan | Performance-Based Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 1,667 | 175,004 | ||||
Restricted Stock | 2020 Incentive Award Plan | Upon Completion Of IPO Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 962,674 | |||||
Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 617,846 | |||||
Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | Time-Based Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 65,300 | 499,220 | 0 | |||
Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | Performance-Based Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 10,768 | 10,320 | ||||
Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | Upon Completion Of IPO Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 32,238 | |||||
Cash-Settled Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | Time-Based Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 46,300 | |||||
Cash-Settled Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | Upon Completion Of IPO Vesting | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 32,238 |
Equity Awards and Instrument_10
Equity Awards and Instruments - Restricted Stock and Restricted Stock Units Narrative (Details) - Restricted Stock and Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value (USD per share) | $ 16.03 | $ 7.24 | $ 6.81 |
2020 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value (USD per share) | $ 16.03 | ||
Shares withheld for tax withholding obligation (in shares) | 339,833 | 54,418 | 81,173 |
Share-based compensation tax withholding payment | $ 7,951 | $ 399 | $ 637 |
Unrecognized compensation cost, excluding options | $ 19,420 | ||
Cost not yet recognized, period for recognition | 3 years 7 months 6 days |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance | $ 1,207 | $ 2,329 | |||
Undistributed earnings of foreign subsidiaries | 427,696 | ||||
Undistributed earnings of foreign subsidiaries, subject to one-time transition tax by Tax Cut and Jobs Act and GILTI | 329,315 | ||||
Unrecognized tax benefits | 1,223 | 1,763 | $ 638 | $ 872 | |
Unrecognized tax benefits that would impact effective tax rate | 1,175 | 1,733 | 627 | ||
Unrecognized tax benefits, income tax penalties and interest expense | (20) | 101 | 8 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 272 | $ 362 | $ 252 | ||
Domestic Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards subject to expiration | 533 | ||||
Foreign Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, not subject to expiration | 1,798 | ||||
Operating loss carryforwards and tax credit carryforwards not subject to expiration | 4,286 | ||||
Operating loss carryforwards and tax credit carryforwards not subject to expiration, valuation allowance | 289 | ||||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards and tax credit carryforwards subject to limitation | $ 667 | ||||
Accounting Standards Update 2016-16 | Adjustments for New Accounting Principle, Early Adoption | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax benefit from intercompany sales | $ (46,369) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and International (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 61,470 | $ 61,691 | $ 56,426 |
International | 106,150 | 66,418 | 56,436 |
Income before income taxes | $ 167,620 | $ 128,109 | $ 112,862 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||||||||||
Federal | $ (11,094) | $ (7,696) | $ (18,634) | ||||||||
State | (3,597) | (2,486) | (873) | ||||||||
Foreign | (7,688) | (12,824) | (11,303) | ||||||||
Current income taxes | (22,379) | (23,006) | (30,810) | ||||||||
Deferred: | |||||||||||
Federal | (5,194) | (2,389) | 7,655 | ||||||||
State | (1,272) | (412) | (508) | ||||||||
Foreign | (9,780) | 2,069 | 52,913 | ||||||||
Deferred income taxes | (16,246) | (732) | 60,060 | ||||||||
(Provision) benefit for income taxes | $ (16,480) | $ (10,705) | $ (4,264) | $ (7,176) | $ (11,979) | $ (6,640) | $ (801) | $ (4,318) | $ (38,625) | $ (23,738) | $ 29,250 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 2.90% | 2.00% | 0.90% |
Permanent book/tax differences | (0.60%) | 0.20% | (0.20%) |
Stock‑based compensation | (5.20%) | (2.30%) | (2.40%) |
Non-deductible officer compensation | 4.60% | 0.00% | 0.00% |
Expenses associated with IPO | 3.30% | 0.00% | 0.00% |
Tax credits | (2.10%) | (3.60%) | (3.30%) |
Foreign tax rate differential | (2.00%) | (2.80%) | (4.20%) |
Income tax reserves | (0.50%) | 0.90% | (0.20%) |
Intercompany sales of certain operating assets | 0.00% | 0.00% | (41.10%) |
Net tax on foreign earnings (GILTI/FDII/FTC) | 0.005 | 0.061 | 0 |
Other | 1.10% | (3.00%) | (0.20%) |
U.S. tax reform | 0 | 0 | 0.038 |
Effective income tax rate | 23.00% | 18.50% | (25.90%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Components of Deferred Tax Assets [Abstract] | ||
Accrued compensation | $ 31,580 | $ 36,195 |
Net operating loss (“NOL”) and credit carryforwards | 7,573 | 11,544 |
Intangible assets including goodwill | 283 | 10,371 |
Other accruals not currently deductible | 346 | 960 |
Allowance for doubtful accounts | 382 | 472 |
Other comprehensive income | 431 | 394 |
Lease liabilities | 10,466 | 0 |
Other | 138 | 239 |
Total deferred tax assets | 51,199 | 60,175 |
Less: Valuation allowance | (1,207) | (2,329) |
Net deferred tax assets | 49,992 | 57,846 |
Components of Deferred Tax Liabilities [Abstract] | ||
Deferred revenues | (7,257) | (12,830) |
Property and equipment | (1,989) | (707) |
Operating lease right-of-use assets | (10,070) | 0 |
Prepaid expenses | (2,301) | (1,501) |
Total deferred tax liabilities | (21,617) | (15,038) |
Net deferred tax assets (liabilities) | $ 28,375 | $ 42,808 |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits Rollfoward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit, beginning of year | $ 1,763 | $ 638 | $ 872 |
Tax positions related to prior years: | |||
Additions | 1,436 | 1,222 | 80 |
Reductions | (1,723) | (86) | (39) |
Lapse of statute of limitations | (253) | (11) | (275) |
Unrecognized tax benefit, end of year | $ 1,223 | $ 1,763 | $ 638 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Nov. 30, 2018USD ($)$ / £ | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Nov. 30, 2018GBP (£)$ / £ | |
Derivative [Line Items] | |||||
Term of contract (in years) | 10 years | ||||
Interest Rate Swap | Other Nonoperating Income (Expense) | |||||
Derivative [Line Items] | |||||
Derivative instruments not designated as hedging instruments, gain (loss), net | $ 347,000 | ||||
Interest Rate Swap | Interest Expense | |||||
Derivative [Line Items] | |||||
Derivative payments | 696,000 | ||||
Interest Rate Swap | Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Notional amount | $ 200,000,000 | ||||
Term of contract (in years) | 10 years | ||||
Derivative fair value | $ 347,000 | ||||
Currency Swap | Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Notional amount | £ | £ 65,000,000 | ||||
Derivative foreign currency option strike price (USD per GBP) | $ / £ | 1.375 | 1.375 | |||
Derivative purchase premium | $ 645,000 | ||||
Derivative fair value | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Accruals and other current liabilities | $ 2,884 | $ 5,100 |
Fair Value, Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total assets | 35,043 | 70,000 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Acquisition contingent consideration | 4,299 | 6,599 |
Deferred compensation plan | 2,591 | 2,544 |
Cash-settled equity awards | 195 | |
Total liabilities | 7,085 | 9,143 |
Accruals and other current liabilities | 2,884 | 5,100 |
Deferred compensation plan, current | 169 | 153 |
Fair Value, Recurring | Money Market Funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 34,696 | 70,000 |
Fair Value, Recurring | Interest Rate Swap | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest rate swap | 347 | |
Level 1 | Fair Value, Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total assets | 34,696 | 70,000 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Acquisition contingent consideration | 0 | 0 |
Deferred compensation plan | 2,591 | 2,544 |
Cash-settled equity awards | 195 | |
Total liabilities | 2,786 | 2,544 |
Level 1 | Fair Value, Recurring | Money Market Funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 34,696 | 70,000 |
Level 1 | Fair Value, Recurring | Interest Rate Swap | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest rate swap | 0 | |
Level 2 | Fair Value, Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total assets | 347 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Acquisition contingent consideration | 0 | 0 |
Deferred compensation plan | 0 | 0 |
Cash-settled equity awards | 0 | |
Total liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | Money Market Funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Level 2 | Fair Value, Recurring | Interest Rate Swap | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest rate swap | 347 | |
Level 3 | Fair Value, Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Acquisition contingent consideration | 4,299 | 6,599 |
Deferred compensation plan | 0 | 0 |
Cash-settled equity awards | 0 | |
Total liabilities | 4,299 | 6,599 |
Level 3 | Fair Value, Recurring | Money Market Funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | $ 0 |
Level 3 | Fair Value, Recurring | Interest Rate Swap | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest rate swap | $ 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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of year | $ 6,599 | $ 4,316 |
Payments | (3,425) | (2,513) |
Addition | 2,380 | 4,498 |
Reclassification | 0 | 180 |
Change in fair value | (1,340) | 62 |
Foreign currency translation adjustments | 85 | 56 |
Balance, end of year | $ 4,299 | $ 6,599 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Hosted Software Solutions | |
Long-term Purchase Commitment [Line Items] | |
Long-term purchase commitment, amount | $ 82,810 |
Geographic Data (Details)
Geographic Data (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 120,169 | $ 75,945 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 50,306 | 34,758 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 56,322 | 34,039 |
Asia-Pacific (“APAC”) | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 13,541 | $ 7,148 |
Interest Expense, Net (Details)
Interest Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |||
Interest expense | $ (7,913) | $ (9,731) | $ (9,607) |
Interest income | 437 | 1,532 | 842 |
Total interest expense, net | $ (7,476) | $ (8,199) | $ (8,765) |
Other Income (Expense), Net - S
Other Income (Expense), Net - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | |||
Foreign exchange gain (loss), unrealized | $ 22,919 | $ (5,591) | $ (418) |
Other income (expense), net | 2,027 | 34 | 654 |
Total other income (expense), net | 24,946 | $ (5,557) | $ 236 |
Derivative | |||
Derivative [Line Items] | |||
Foreign exchange gain (loss), unrealized | $ (487) |
Other Income (Expense), Net - N
Other Income (Expense), Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | |||
Foreign exchange gain (loss), unrealized, intercompany | $ 22,310 | $ (5,270) | |
Foreign exchange loss, unrealized | (22,919) | 5,591 | $ 418 |
Gain on change in fair value of interest rate swaps | 347 | ||
Change in fair value of contingent consideration | (1,340) | $ 62 | 272 |
Insurance proceeds received in excess of replaced assets book value | $ 707 | ||
Derivative | |||
Derivative [Line Items] | |||
Foreign exchange loss, unrealized | $ 487 |
Realignment Costs - Narrative (
Realignment Costs - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Realignment costs | $ 10,022 | $ (584) | $ 6,778 |
2020 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Realignment costs | $ 10,046 |
Realignment Costs - Realignment
Realignment Costs - Realignment Activities Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Reserve [Roll Forward] | |||
Balance, beginning of year | $ 491 | ||
Realignment costs | 10,022 | $ (584) | $ 6,778 |
Payments | (4,542) | ||
Adjustments | 269 | ||
Balance, end of year | 6,240 | 491 | |
2020 Program | |||
Restructuring Reserve [Roll Forward] | |||
Balance, beginning of year | 0 | ||
Realignment costs | 10,046 | ||
Payments | (4,278) | ||
Adjustments | 292 | ||
Balance, end of year | 6,060 | 0 | |
Prior Program | |||
Restructuring Reserve [Roll Forward] | |||
Balance, beginning of year | 491 | 6,437 | |
Realignment costs | (24) | (584) | |
Payments | (264) | (5,326) | |
Adjustments | (23) | (36) | |
Balance, end of year | $ 180 | $ 491 | $ 6,437 |
Realignment Costs - Schedule of
Realignment Costs - Schedule of Realignment Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Realignment costs | $ 10,022 | $ (584) | $ 6,778 |
Cost of Revenues | |||
Restructuring Cost and Reserve [Line Items] | |||
Realignment costs | 1,464 | (236) | 1,101 |
Cost of Revenues | Subscriptions and licenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Realignment costs | 42 | (51) | 256 |
Cost of Revenues | Services | |||
Restructuring Cost and Reserve [Line Items] | |||
Realignment costs | 1,422 | (185) | 845 |
Research and development | |||
Restructuring Cost and Reserve [Line Items] | |||
Realignment costs | 848 | (171) | 3,380 |
Selling and marketing | |||
Restructuring Cost and Reserve [Line Items] | |||
Realignment costs | 5,945 | (263) | 2,252 |
General and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Realignment costs | 1,765 | 86 | 45 |
Operating Expenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Realignment costs | $ 8,558 | $ (348) | $ 5,677 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Participating securities outstanding (in shares) | 149,754 | 321,126 | 198,242 |
Shares excluded from the computation of diluted net income per share attributable to common stockholders (in shares) | 0 | 0 | 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator [Abstract] | |||||||||||
Net income | $ 51,932 | $ 5,844 | $ 39,076 | $ 29,669 | $ 36,251 | $ 20,427 | $ 19,981 | $ 26,437 | $ 126,521 | $ 103,096 | $ 142,112 |
Less: Net income attributable to participating securities | (234) | (8) | (4) | ||||||||
Net income attributable to Class A and Class B common stockholders | $ 126,287 | $ 103,088 | $ 142,108 | ||||||||
Denominator [Abstract] | |||||||||||
Denominator for basic net income per share - weighted average shares (in shares) | 289,863,272 | 284,625,642 | 285,805,096 | ||||||||
Effect of dilutive securities (in shares) | 9,507,857 | 9,171,065 | 6,819,400 | ||||||||
Denominator for dilutive net income per share (in shares) | 299,371,129 | 293,796,707 | 292,624,496 | ||||||||
Net income per share, basic (USD per share) | $ 0.17 | $ 0.02 | $ 0.14 | $ 0.10 | $ 0.13 | $ 0.07 | $ 0.07 | $ 0.09 | $ 0.44 | $ 0.36 | $ 0.50 |
Net income per share, diluted (USD per share) | $ 0.17 | $ 0.02 | $ 0.13 | $ 0.10 | $ 0.13 | $ 0.07 | $ 0.07 | $ 0.09 | $ 0.42 | $ 0.35 | $ 0.49 |
Selected Quarterly Financial _3
Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Total revenues | $ 219,567 | $ 202,997 | $ 184,290 | $ 194,690 | $ 202,922 | $ 186,588 | $ 169,605 | $ 177,539 | $ 801,544 | $ 736,654 | $ 691,710 |
Gross profit | 169,004 | 160,369 | 147,585 | 157,431 | 163,021 | 151,537 | 132,974 | 144,972 | 634,389 | 592,504 | 560,386 |
Income from operations | 54,275 | 5,323 | 44,591 | 45,961 | 42,705 | 41,402 | 19,468 | 38,290 | 150,150 | 141,865 | 121,391 |
(Provision) benefit for income taxes | 16,480 | 10,705 | 4,264 | 7,176 | 11,979 | 6,640 | 801 | 4,318 | 38,625 | 23,738 | (29,250) |
Net income | $ 51,932 | $ 5,844 | $ 39,076 | $ 29,669 | $ 36,251 | $ 20,427 | $ 19,981 | $ 26,437 | $ 126,521 | $ 103,096 | $ 142,112 |
Net income per share, basic (USD per share) | $ 0.17 | $ 0.02 | $ 0.14 | $ 0.10 | $ 0.13 | $ 0.07 | $ 0.07 | $ 0.09 | $ 0.44 | $ 0.36 | $ 0.50 |
Net income per share, diluted (USD per share) | $ 0.17 | $ 0.02 | $ 0.13 | $ 0.10 | $ 0.13 | $ 0.07 | $ 0.07 | $ 0.09 | $ 0.42 | $ 0.35 | $ 0.49 |
Total pre-tax expense | $ 33,051 | $ 8,091 | $ 7,882 | ||||||||
Expenses associated with initial public offering | 26,130 | 0 | 0 | ||||||||
Restricted Stock and Restricted Stock Units (RSUs) | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Total pre-tax expense | $ 15,445 | $ 15,102 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 26, 2021USD ($)share_rateday$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 25, 2021USD ($) |
Subsequent Event [Line Items] | |||||
Payment of capped call transaction costs | $ 1,373,000 | $ 0 | $ 0 | ||
Payments of debt issuance costs | $ 432,000 | $ 0 | $ 0 | ||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Capped call transaction, cap price (USD per share) | $ / shares | $ 72.9795 | ||||
Capped call, premium above share price, percentage | 65.00% | ||||
Subsequent Event | 2026 Notes | Convertible Debt | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, face amount | $ 690,000,000 | ||||
Debt instrument, interest rate, stated percentage | 0.125% | ||||
Payment of capped call transaction costs | $ 25,530,000 | ||||
Repayment of credit facility | 250,500,000 | ||||
Payments of debt issuance costs | $ 18,030,000 | ||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | ||||
Debt instrument, convertible, threshold trading days | day | 20 | ||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||||
Debt instrument, redemption price, percentage | 98.00% | ||||
Debt instrument, convertible, number of equity instruments, conversion rate | share_rate | 15.5925 | ||||
Debt instrument, convertible, conversion price (USD per share) | $ / shares | $ 64.13 | ||||
Number of trading days after maturity date, debt redeemable | 40 days | ||||
Subsequent Event | 2026 Notes | Convertible Debt | Debt Conversion Terms One | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, convertible, threshold trading days | day | 20 | ||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||||
Subsequent Event | 2026 Notes | Convertible Debt | Debt Conversion Terms Two | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, convertible, threshold consecutive business days | day | 5 | ||||
Debt instrument, convertible, threshold consecutive trading days, after threshold consecutive business days | day | 10 | ||||
Subsequent Event | Revolving Credit Facility | New Credit Facility | Line of Credit | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing capacity | $ 850,000,000 |