Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 04, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39548 | |
Entity Registrant Name | BENTLEY SYSTEMS, INCORPORATED | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-3936623 | |
Entity Address, Address Line One | 685 Stockton Drive | |
Entity Address, City or Town | Exton | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19341 | |
City Area Code | 610 | |
Local Phone Number | 458-5000 | |
Title of 12(b) Security | Class B Common Stock, par value $0.01 per share | |
Trading Symbol | BSY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001031308 | |
Amendment Flag | false | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2020 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 11,601,757 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 265,119,441 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 569,536 | $ 122,006 |
Accounts receivable | 189,530 | 195,782 |
Allowance for doubtful accounts | (6,370) | (5,759) |
Prepaid income taxes | 3,994 | 3,535 |
Prepaid and other current assets | 25,118 | 24,694 |
Total current assets | 781,808 | 340,258 |
Property and equipment, net | 27,767 | 28,414 |
Operating lease right-of-use assets | 41,691 | 46,128 |
Intangible assets, net | 53,697 | 45,627 |
Goodwill | 622,756 | 581,174 |
Investments | 5,245 | 5,691 |
Deferred income taxes | 42,133 | 39,224 |
Other assets | 51,771 | 39,519 |
Total assets | 1,626,868 | 1,126,035 |
Current liabilities: | ||
Accounts payable | 15,947 | 16,492 |
Accruals and other current liabilities | 296,497 | 226,793 |
Deferred revenues | 186,396 | 202,294 |
Operating lease liabilities | 15,894 | 16,610 |
Income taxes payable | 11,721 | 3,366 |
Total current liabilities | 526,455 | 465,555 |
Long-term debt | 672,599 | 246,000 |
Long-term operating lease liabilities | 27,861 | 31,767 |
Deferred revenues | 7,108 | 7,020 |
Deferred income taxes | 14,305 | 10,849 |
Income taxes payable | 7,883 | 7,883 |
Other liabilities | 16,660 | 15,362 |
Total liabilities | 1,272,871 | 784,436 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, authorized 100,000,000 shares; none issued or outstanding as of March 31, 2021 and December 31, 2020 | 0 | 0 |
Class A Common Stock, $0.01 par value, authorized 100,000,000 shares; issued and outstanding 11,601,757 shares as of March 31, 2021 and December 31, 2020, and Class B Common Stock, $0.01 par value, authorized 1,800,000,000 shares; issued and outstanding 262,120,726 and 260,552,747 shares as of March 31, 2021 and December 31, 2020, respectively | 2,737 | 2,722 |
Additional paid-in capital | 732,635 | 741,113 |
Accumulated other comprehensive loss | (35,394) | (26,233) |
Accumulated deficit | (345,981) | (376,003) |
Total stockholders’ equity | 353,997 | 341,599 |
Total liabilities and stockholders’ equity | $ 1,626,868 | $ 1,126,035 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 |
Common stock shares outstanding (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 | 1,800,000,000 |
Common stock shares issued (in shares) | 262,120,726 | 260,552,747 |
Common stock shares outstanding (in shares) | 262,120,726 | 260,552,747 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total revenues | $ 222,005 | $ 194,690 |
Cost of revenues: | ||
Total cost of revenues | 49,289 | 37,259 |
Gross profit | 172,716 | 157,431 |
Operating expenses: | ||
Research and development | 47,803 | 45,135 |
Selling and marketing | 32,440 | 36,095 |
General and administrative | 33,388 | 26,804 |
Amortization of purchased intangibles | 3,438 | 3,436 |
Total operating expenses | 117,069 | 111,470 |
Income from operations | 55,647 | 45,961 |
Interest expense, net | (2,319) | (1,388) |
Other income (expense), net | 14,482 | (7,390) |
Income before income taxes | 67,810 | 37,183 |
Provision for income taxes | (10,358) | (7,176) |
Loss from investment accounted for using the equity method, net of tax | (446) | (338) |
Net income | 57,006 | 29,669 |
Less: Net income attributable to participating securities | 0 | 0 |
Net income attributable to Class A and Class B common stockholders, basic | $ 57,006 | $ 29,669 |
Per share information: | ||
Net income per share, basic (USD per share) | $ 0.19 | $ 0.10 |
Net income per share, diluted (USD per share) | $ 0.18 | $ 0.10 |
Weighted average shares, basic (in shares) | 302,583,452 | 285,486,972 |
Weighted average shares, diluted (in shares) | 321,736,649 | 292,378,627 |
Subscriptions and licenses | ||
Revenues: | ||
Total revenues | $ 198,241 | $ 180,996 |
Cost of revenues: | ||
Total cost of revenues | 28,945 | 21,327 |
Subscriptions | ||
Revenues: | ||
Total revenues | 188,125 | 170,182 |
Perpetual licenses | ||
Revenues: | ||
Total revenues | 10,116 | 10,814 |
Services | ||
Revenues: | ||
Total revenues | 23,764 | 13,694 |
Cost of revenues: | ||
Total cost of revenues | $ 20,344 | $ 15,932 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 57,006 | $ 29,669 |
Other comprehensive loss, net of taxes: | ||
Foreign currency translation adjustments | (9,182) | (5,085) |
Actuarial gain on retirement plan, net of tax effect of $(8) and $(7), respectively | 21 | 9 |
Total other comprehensive loss, net of taxes | (9,161) | (5,076) |
Comprehensive income | $ 47,845 | $ 24,593 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income - Parenthetical - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Actuarial gain on retirement plan, tax effect | $ (8) | $ (7) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 254,842,949 | ||||
Beginning balance at Dec. 31, 2019 | $ 334,619 | $ 2,548 | $ 408,667 | $ (23,927) | $ (52,669) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 29,669 | 29,669 | |||
Other comprehensive loss | (5,076) | (5,076) | |||
Dividends declared | (7,666) | (7,666) | |||
Profit-sharing plan shares, net (in shares) | (186,715) | ||||
Profit‑sharing plan shares, net | (1,850) | $ (2) | (1,848) | ||
Shares issued in connection with deferred compensation plan, net (in shares) | 683,072 | ||||
Shares issued in connection with deferred compensation plan, net | (301) | $ 7 | (308) | ||
Deferred compensation plan voluntary contributions | 1,003 | 1,003 | |||
Payment of shareholder Put and Call rights (in shares) | (37,870) | ||||
Payment of shareholder Put and Call rights | (302) | (302) | |||
Stock option exercises, net (in shares) | 697,833 | ||||
Stock option exercises, net | (618) | $ 6 | 712 | (1,336) | |
Shares issued for stock grants (in shares) | 10,951 | ||||
Shares issued for stock grants | 119 | 119 | |||
Stock-based compensation expense | 1,653 | 1,653 | |||
Shares related to restricted stock, net (in shares) | (285,019) | ||||
Shares related to restricted stock, net | (240) | $ (3) | (116) | (121) | |
Ending balance (in shares) at Mar. 31, 2020 | 255,725,201 | ||||
Ending balance at Mar. 31, 2020 | 351,010 | $ 2,556 | 412,038 | (29,003) | (34,581) |
Beginning balance (in shares) at Dec. 31, 2020 | 272,154,504 | ||||
Beginning balance at Dec. 31, 2020 | 341,599 | $ 2,722 | 741,113 | (26,233) | (376,003) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 57,006 | 57,006 | |||
Other comprehensive loss | (9,161) | (9,161) | |||
Purchase of capped call options, net of tax of $6,250 | (19,430) | (19,430) | |||
Dividends declared | (8,219) | (8,219) | |||
Shares issued in connection with deferred compensation plan, net (in shares) | 339,503 | ||||
Shares issued in connection with deferred compensation plan, net | (8,859) | $ 3 | (8,862) | ||
Deferred compensation plan voluntary contributions | 854 | 854 | |||
Shares issued in connection with Executive Bonus Plan, net (in shares) | 79,961 | ||||
Shares issued in connection with Executive Bonus Plan, net | 3,537 | $ 1 | 5,573 | (2,037) | |
Stock option exercises, net (in shares) | 1,263,121 | ||||
Stock option exercises, net | (5,407) | $ 12 | 1,739 | (7,158) | |
Stock-based compensation expense | 2,786 | 2,786 | |||
Shares related to restricted stock, net (in shares) | (114,606) | ||||
Shares related to restricted stock, net | (709) | $ (1) | (708) | ||
Ending balance (in shares) at Mar. 31, 2021 | 273,722,483 | ||||
Ending balance at Mar. 31, 2021 | $ 353,997 | $ 2,737 | $ 732,635 | $ (35,394) | $ (345,981) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity - Parenthetical $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Purchase of capped call options, tax | $ 6,250 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 57,006 | $ 29,669 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,993 | 8,050 |
Bad debt allowance (recovery) | 746 | (256) |
Deferred income taxes | 966 | 1,742 |
Deferred compensation plan activity | 1,021 | 676 |
Stock-based compensation expense | 8,913 | 1,653 |
Amortization and write-off of deferred debt issuance costs | 1,229 | 138 |
Change in fair value of derivative | (13,661) | 0 |
Change in fair value of contingent consideration | 0 | (1,390) |
Foreign currency remeasurement (gain) loss | (583) | 6,985 |
Loss from investment accounted for using the equity method, net of tax | 446 | 338 |
Changes in assets and liabilities, net of effect from acquisitions: | ||
Accounts receivable | 14,903 | 38,273 |
Prepaid and other assets | 8,257 | 5,653 |
Accounts payable, accruals and other liabilities | 54,977 | 6,778 |
Deferred revenues | (21,889) | (28,247) |
Income taxes payable | 11,474 | 2,550 |
Net cash provided by operating activities | 132,798 | 72,612 |
Cash flows from investing activities: | ||
Purchases of property and equipment and investment in capitalized software | (2,655) | (4,500) |
Acquisitions, net of cash acquired of $1,326 and $1,986, respectively | (57,975) | (39,329) |
Other investing activities | 0 | (1,414) |
Net cash used in investing activities | (60,630) | (45,243) |
Cash flows from financing activities: | ||
Proceeds from credit facilities | 16,000 | 58,907 |
Payments of credit facilities | (262,000) | (133,625) |
Proceeds from convertible senior notes, net of discounts and commissions | 672,750 | 0 |
Payments of debt issuance costs | (3,777) | 0 |
Purchase of capped call options | (25,530) | 0 |
Payments of financing leases | (50) | (47) |
Payments of acquisition debt and other consideration | (25) | (127) |
Payments of dividends | (8,219) | (7,802) |
Payments for shares acquired including shares withheld for taxes | (18,763) | (3,918) |
Proceeds from exercise of stock options | 1,751 | 724 |
Net cash provided by (used in) financing activities | 372,137 | (85,888) |
Effect of exchange rate changes on cash and cash equivalents | 3,225 | (2,293) |
Increase (decrease) in cash and cash equivalents | 447,530 | (60,812) |
Cash and cash equivalents, beginning of year | 122,006 | 121,101 |
Cash and cash equivalents, end of period | 569,536 | 60,289 |
Supplemental information: | ||
Cash paid for income taxes | 4,214 | 4,181 |
Income tax refunds | 4,519 | 117 |
Interest paid | 766 | 1,842 |
Contingent acquisition consideration | 549 | 0 |
Deferred, non-contingent consideration, net | 1,718 | 0 |
Convertible senior notes expenses included in Accounts payable and Accruals and other current liabilities | 605 | 0 |
Capped call options expenses included in Accounts payable | 150 | 0 |
Share-settled Executive Bonus Plan awards | 5,574 | 0 |
Voluntary deferred compensation plan contributions | $ 855 | $ 1,003 |
Consolidated Statement of Cas_2
Consolidated Statement of Cash Flows - Parenthetical - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Cash acquired from acquisitions | $ 1,326 | $ 1,986 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of Presentation — The accompanying unaudited consolidated financial statements include the accounts of Bentley Systems, Incorporated (“Bentley” or the “Company”) and its wholly-owned subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Part II, Item 8 of the Company’s 2020 Annual Report on Form 10 ‑ K on file with the SEC. In management’s opinion, the Company made all adjustments (consisting of normal, recurring and non-recurring adjustments) during the quarter that were considered necessary for the fair statement of the financial position and operating results of the Company. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. The December 31, 2020 consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements. Convertible Notes — On January 26, 2021, the Company completed a private offering of $690,000 of 0.125% convertible senior notes due 2026 (the “2026 Notes”). The Company incurred $18,055 of expenses in connection with the 2026 Notes offering consisting of the payment of initial purchasers’ discounts and commissions, professional fees, and other expenses (“transaction costs”). In connection with the pricing of the 2026 Notes, the Company entered into capped call options with certain of the initial purchasers or their respective affiliates and certain other financial institutions. The capped call options are expected to reduce potential dilution to the Company’s Class B Common Stock upon any conversion of 2026 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The Company paid premiums of $25,530 in connection with the capped call options (See Note 10). 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. For further detail, see the audited consolidated financial statements and notes thereto included in Part II, Item 8 of the Company’s 2020 Annual Report on Form 10‑K on file with the SEC. 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. For further detail, see the audited consolidated financial statements and notes thereto included in Part II, Item 8 of the Company’s 2020 Annual Report on Form 10‑K on file with the SEC. 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
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 three months ended March 31, 2021. Recently Adopted Accounting Guidance 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. The new guidance is required to be applied on a prospective basis and as such, the Company will use the simplified test in its annual fourth quarter testing or more often if circumstances indicate a potential impairment may exist. The Company does not believe this ASU will have a material impact on its consolidated results of operations and financial position. 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 aligns the requirements for capitalizing implementation costs in cloud computing arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal‑use software. The Company prospectively adopted the ASU effective January 1, 2021. Capitalized costs related to cloud computing arrangements for the three months ended March 31, 2021, which are included in Prepaid and other current assets in the consolidated balance sheet, were not material. 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 (see Notes 10 and 23). |
Revenue from Contracts with Cus
Revenue from Contracts with Customer | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customer | Revenue from Contracts with Customers The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services. 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. 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. 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. Enterprise 365 (“E365”) subscriptions 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 also 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. Usage is defined as distinct user access on a daily basis. E365 subscriptions can contain quarterly usage floors or collars as accounts transition to the usage model or for accounts within the public sector. 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. For usage‑based QTL and MTL subscriptions, revenues are recognized based upon usage incurred by the account. 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 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. 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. 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 March 31, 2021 and December 31, 2020, the Company has deferred $18,016 and $18,166, respectively, related to portfolio balancing exchange rights which is included in Deferred revenues in the consolidated balance sheets. Contract Assets and Contract Liabilities March 31, 2021 December 31, 2020 Contract assets $ 395 $ 446 Deferred revenues 193,504 209,314 As of March 31, 2021 and December 31, 2020, 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 March 31, 2021 and December 31, 2020. 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 three months ended March 31, 2021, $91,125 of revenue that was included in the December 31, 2020 deferred revenue balance was recognized. There were additional deferrals of $78,210, which were primarily related to new billings. For the three months ended March 31, 2020, $98,928 of revenue that was included in the December 31, 2019 deferred revenue opening balance was recognized. There were additional deferrals of $73,512, 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 March 31, 2021, amounts allocated to these remaining performance obligations are $193,504, of which the Company expects to recognize 96.3% over the next 12 months with the remaining amount thereafter. Disaggregation of Revenues The following table details revenues: Three Months Ended March 31, 2021 2020 Revenues: Subscriptions: SELECT subscriptions $ 66,140 $ 67,891 Enterprise subscriptions 71,015 58,734 Term license subscriptions 50,970 43,557 Subscriptions 188,125 170,182 Perpetual licenses: Perpetual licenses 10,116 10,814 Subscriptions and licenses 198,241 180,996 Services: Professional services (recurring) 6,077 3,780 Professional services (other) 17,687 9,914 Services 23,764 13,694 Total revenues $ 222,005 $ 194,690 The Company recognizes perpetual licenses and the term license component of subscriptions as revenue when either the licenses are delivered or at the start of the subscription term. For the three months ended March 31, 2021 and 2020, the Company recognized $95,625 and $85,417 of license related revenues, respectively, of which $85,509 and $74,603, respectively, were attributable to the term license component of the Company’s subscription based commercial offerings recorded in Subscriptions in the consolidated statements of operations. The Company derived 8% and 7% and of its total revenues through channel partners for the three months ended March 31, 2021 and 2020, respectively. Revenue to external customers is attributed to individual countries based upon the location of the customer. Three Months Ended March 31, 2021 2020 Revenues: Americas (1) $ 108,862 $ 97,900 Europe, the Middle East, and Africa (“EMEA”) (2) 73,848 62,114 Asia-Pacific (“APAC”) 39,295 34,676 Total revenues $ 222,005 $ 194,690 (1) Americas includes the United States (“U.S.”), Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $92,940 and $82,420 for the three months ended March 31, 2021 and 2020, respectively. (2) Revenue attributable to the United Kingdom (“U.K.”) totaled $22,383 and $13,680 for the three months ended March 31, 2021 and 2020, respectively. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions For the three months ended March 31, 2021 and the year ended December 31, 2020, 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 Three Months Ended Year Ended March 31, 2021 December 31, 2020 Number of acquisitions 3 6 Cash paid at closing $ 59,301 $ 98,298 Cash acquired (1,326) (5,266) Net cash paid $ 57,975 $ 93,032 The fair value of the contingent consideration from acquisitions is included in the consolidated balance sheets as follows: March 31, 2021 December 31, 2020 Accruals and other current liabilities $ 3,093 $ 2,884 Other liabilities 1,692 1,415 Contingent consideration from acquisitions $ 4,785 $ 4,299 The fair value of non-contingent consideration from acquisitions is included in the consolidated balance sheets as follows: March 31, 2021 December 31, 2020 Accruals and other current liabilities $ 2,323 $ 685 Other liabilities 2,635 1,774 Non-contingent consideration from acquisitions $ 4,958 $ 2,459 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 recognizable over the remaining support contract term of the Company’s acquired contracts. For the three months ended March 31, 2021 and 2020, the fair value adjustments to reduce revenue were $12 and $116, respectively. The purchase accounting for the three acquisitions completed for the three months ended March 31, 2021 and two of the acquisitions completed during the year ended December 31, 2020 are 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 and are recorded in General and administrative in the consolidated statements of operations. For the three months ended March 31, 2021 and 2020, the Company incurred acquisition and integration costs of $6,861 and $813, respectively, which include costs related to legal, accounting, valuation, general administrative, and other consulting fees. For the three months ended March 31, 2021, $6,716 of the Company’s acquisition and integration costs related to entering into the definitive agreement to acquire Seequent Holdings Limited (“Seequent”). See the section titled “—Acquisitions Subsequent to March 31, 2021” below. 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 Three Months Ended Year Ended March 31, 2021 December 31, 2020 Consideration: Cash paid at closing $ 59,301 $ 98,298 Contingent consideration 549 2,380 Deferred, non-contingent consideration, net 1,718 1,416 Total consideration $ 61,568 $ 102,094 Assets acquired and liabilities assumed: Cash $ 1,326 $ 5,266 Prepaid and other current assets 5,617 8,701 Operating lease right-of-use assets 192 2,529 Property and equipment 550 499 Other assets 300 36 Customer relationship asset (weighted average useful life of 5 and 6 years, respectively) 11,326 11,371 Software and technology (weighted average useful life of 3 years) 1,399 2,207 Non-compete agreement (useful life of 5 years) — 200 Trademarks (weighted average useful life of 3 and 7 years, respectively) 481 3,953 Total identifiable assets acquired excluding goodwill 21,191 34,762 Accruals and other current liabilities (3,678) (4,991) Deferred revenues (1,902) (5,351) Operating lease liabilities (192) (2,529) Deferred income taxes (3,280) (1,701) Other liabilities (178) (86) Total liabilities assumed (9,230) (14,658) Net identifiable assets acquired excluding goodwill 11,961 20,104 Goodwill 49,607 81,990 Net assets acquired $ 61,568 $ 102,094 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 March 31, 2021, none is expected to be deductible for tax purposes. Acquisitions Subsequent to March 31, 2021 In April 2021, the Company completed two acquisitions and entered into a definitive agreement to acquire a third company totaling approximately $54,200 in cash, net of cash acquired and subject to customary adjustments, including for working capital. The third acquisition is expected to close during May 2021. The acquisitions are not expected to be material to the Company’s consolidated statements of operations and financial position. On March 11, 2021, the Company entered into a definitive agreement to acquire Seequent, a leader in software for geological and geophysical modeling, geotechnical stability, and cloud services for geodata management and collaboration, for approximately $900,000 in cash, net of cash acquired and subject to customary adjustments, including for working capital, plus 3,141,361 shares of the Company’s Class B Common Stock. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close during the second quarter of 2021. The Company expects to use readily available cash, including a portion of the net proceeds from the January 26, 2021 convertible debt offering (see Note 10), and borrowings under its bank credit facility (see Note 10), to fund the cash component of the transaction. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consist of the following: March 31, 2021 December 31, 2020 Land $ 2,811 $ 2,811 Building and improvements 33,243 33,094 Computer equipment and software 45,161 44,369 Furniture, fixtures, and equipment 13,210 12,849 Aircraft 4,075 4,075 Other 60 58 Property and equipment, at cost 98,560 97,256 Less: Accumulated depreciation (70,793) (68,842) Total property and equipment, net $ 27,767 $ 28,414 Depreciation expense for the three months ended March 31, 2021 and 2020 was $2,497 and $2,423, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill are as follows: Balance, December 31, 2020 $ 581,174 Acquisitions 49,607 Foreign currency translation adjustments (7,861) Other adjustments (164) Balance, March 31, 2021 $ 622,756 Details of intangible assets other than goodwill are as follows: March 31, 2021 December 31, 2020 Estimated Gross Accumulated Net Book Gross Accumulated Net Book Intangible assets subject to amortization: Software and technology 3 years $ 68,501 $ (63,646) $ 4,855 $ 67,691 $ (63,046) $ 4,645 Customer relationships 3-10 years 106,976 (68,043) 38,933 97,008 (66,030) 30,978 Trademarks 3-10 years 27,002 (17,357) 9,645 26,610 (16,888) 9,722 Non-compete agreements 5 years 350 (86) 264 350 (68) 282 Total intangible assets $ 202,829 $ (149,132) $ 53,697 $ 191,659 $ (146,032) $ 45,627 The aggregate amortization expense for purchased intangible assets with finite lives was reflected in the Company’s consolidated statements of operations as follows: Three Months Ended March 31, 2021 2020 Cost of subscriptions and licenses $ 1,151 $ 1,013 Amortization of purchased intangibles 3,438 3,436 Total amortization expense $ 4,589 $ 4,449 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
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. As of March 31, 2021 and December 31, 2020, the carrying amount of the Company’s cost method investment was $3,440. 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. As of March 31, 2021 and December 31, 2020, the carrying amount of the Company’s investment in DCW was $1,805 and $2,251, 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 March 31, 2021. Related Party Disclosures — Pursuant to Accounting Standards Codification (“ASC”) 850‑10‑20, Related Party Disclosures , the Company has determined that DCW is a related party. For the three months ended March 31, 2021 and 2020, transactions between the Company and DCW were not material to the Company’s consolidated financial statements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021, 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 were as follows: Three Months Ended March 31, 2021 2020 Operating lease cost (1) $ 4,543 $ 4,345 Variable lease cost 968 1,021 Short-term lease cost 4 25 Total operating lease cost $ 5,515 $ 5,391 (1) Operating lease cost includes rent cost related to operating leases for office facilities of $4,351 and $4,146 for the three months ended March 31, 2021 and 2020, respectively. Other information related to leases was as follows: Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,686 $ 4,482 Right-of-use assets obtained in exchange for new operating lease liabilities $ 614 $ 4,467 The weighted average remaining lease term for operating leases was 3.5 years and 3.7 years as of March 31, 2021 and December 31, 2020, respectively. The weighted average discount rate was 2.1% as of March 31, 2021 and December 31, 2020. Maturities of operating lease liabilities are as follows: March 31, 2021 Remainder of 2021 $ 12,972 2022 13,768 2023 8,727 2024 4,719 2025 3,484 Thereafter 1,923 Total future lease payments 45,593 Less: Imputed interest (1,838) Total operating lease liabilities $ 43,755 As of March 31, 2021, the Company had additional operating lease minimum lease payments of $8,505 for executed leases that have not yet commenced, primarily for office locations. Supplemental balance sheet information related to the financing lease was as follows: March 31, 2021 December 31, 2020 Property and equipment $ 576 $ 572 Accumulated depreciation (288) (229) Property and equipment, net $ 288 $ 343 Accruals and other current liabilities $ 199 $ 197 Other liabilities 50 99 Total financing lease liabilities $ 249 $ 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 March 31, 2021, 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 were as follows: Three Months Ended March 31, 2021 2020 Operating lease cost (1) $ 4,543 $ 4,345 Variable lease cost 968 1,021 Short-term lease cost 4 25 Total operating lease cost $ 5,515 $ 5,391 (1) Operating lease cost includes rent cost related to operating leases for office facilities of $4,351 and $4,146 for the three months ended March 31, 2021 and 2020, respectively. Other information related to leases was as follows: Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,686 $ 4,482 Right-of-use assets obtained in exchange for new operating lease liabilities $ 614 $ 4,467 The weighted average remaining lease term for operating leases was 3.5 years and 3.7 years as of March 31, 2021 and December 31, 2020, respectively. The weighted average discount rate was 2.1% as of March 31, 2021 and December 31, 2020. Maturities of operating lease liabilities are as follows: March 31, 2021 Remainder of 2021 $ 12,972 2022 13,768 2023 8,727 2024 4,719 2025 3,484 Thereafter 1,923 Total future lease payments 45,593 Less: Imputed interest (1,838) Total operating lease liabilities $ 43,755 As of March 31, 2021, the Company had additional operating lease minimum lease payments of $8,505 for executed leases that have not yet commenced, primarily for office locations. Supplemental balance sheet information related to the financing lease was as follows: March 31, 2021 December 31, 2020 Property and equipment $ 576 $ 572 Accumulated depreciation (288) (229) Property and equipment, net $ 288 $ 343 Accruals and other current liabilities $ 199 $ 197 Other liabilities 50 99 Total financing lease liabilities $ 249 $ 296 |
Accruals and Other Current Liab
Accruals and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accruals and Other Current Liabilities | Accruals and Other Current Liabilities Accruals and other current liabilities consist of the following: March 31, 2021 December 31, 2020 CSS deposits $ 173,788 $ 110,291 Accrued benefits 34,254 36,613 Accrued compensation 24,047 22,131 Due to customers 11,852 9,869 Accrued professional fees 8,647 4,210 Accrued hosting costs 7,184 7,988 Accrued indirect taxes 5,652 6,361 Accrued acquisition stay bonuses 5,209 5,599 Contingent consideration from acquisitions 3,093 2,884 Accrued severance and realignment costs 2,574 7,209 Non-contingent consideration from acquisitions 2,323 685 Accrued facility costs 2,129 2,095 ESPP contributions (see Note 13) 1,946 — Other accrued and current liabilities 13,799 10,858 Total accruals and other current liabilities $ 296,497 $ 226,793 |
Long_Term Debt
Long‑Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long‑Term Debt Long‑term debt consists of the following: March 31, 2021 December 31, 2020 Bank credit facility: Senior secured revolving loan facility $ — $ 246,000 2026 Notes: Principal 690,000 — Unamortized debt issuance costs (17,401) — Net carrying value 672,599 — Total long-term debt $ 672,599 $ 246,000 Bank Credit Facility On January 25, 2021, the Company entered into the Second Amendment to the Amended and Restated Credit Agreement dated December 19, 2017, which increased the senior secured revolving loan facility from $500,000 to $850,000 and extended the maturity date from December 18, 2022 to November 15, 2025 (the “Credit Facility”). In connection with the Second Amendment, certain lenders exited the Credit Facility. The Company performed an extinguishment versus modification assessment on a lender‑by‑lender basis resulting in the write‑off of unamortized debt issuance costs of $353 and the capitalization of fees paid to lenders and third parties of $3,577. Debt issuance costs are amortized to interest expense through the maturity date of November 15, 2025. In addition to the senior secured revolving loan facility, the Credit Facility also provides up to $50,000 of letters of credit and other incremental borrowings subject to availability, including a $85,000 multi‑currency swing‑line sub‑facility and a $200,000 incremental “accordion” sub‑facility. The Company had $150 of letters of credit and surety bonds outstanding as of March 31, 2021 and December 31, 2020. As of March 31, 2021 and December 31, 2020, the Company had $849,850 and $253,850 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 125 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 highest 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 25 bps to 125 bps as determined by the Company’s leverage ratio. In addition, a commitment fee for the unused Credit Facility ranges from 20 bps to 30 bps as determined by the Company’s net leverage ratio. Borrowings under the Credit Facility are guaranteed by all of the Company’s 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 March 31, 2021 and December 31, 2020, the Company was in compliance with all covenants in its Credit Facility debt agreements. The agreement governing the Credit Facility contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenants defaults, cross-defaults to certain other indebtedness in excess of $50,000, certain events of bankruptcy and insolvency, judgment defaults in excess of $10,000, failure of any security document supporting the Credit Facility to be in full force and effect, and a change of control. Voluntary prepayments of amounts outstanding under the Credit Facility, in whole or in part, are permitted at any time, so long as the Company gives notice as required by the Credit Facility. However, if prepayment is made with respect to a LIBOR‑based loan and the prepayment is made on a date other than an interest payment date, the Company must pay customary breakage costs. Convertible Notes On January 26, 2021, the Company completed a private offering of $690,000 of 0.125% convertible senior notes due 2026. The 2026 Notes were issued pursuant to an indenture, dated as of January 26, 2021, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) (the “Indenture”). Interest will accrue from January 26, 2021 and will be payable semi‑annually in arrears in cash on January 15 and July 15 of each year, with the first payment due on July 15, 2021. The 2026 Notes will mature on January 15, 2026, unless earlier converted, redeemed or repurchased. The Company incurred $18,055 of expenses in connection with the 2026 Notes offering consisting of the payment of transaction costs. As of March 31, 2021, $555 and $50 of the transaction costs were recorded in Accounts payable and Accruals and other current liabilities in the consolidated balance sheet, respectively. The Company used $25,530 of the net proceeds from the sale of the 2026 Notes to pay the premiums of the capped call options 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 and towards funding the acquisition of Seequent (see Note 4). Prior to October 15, 2025, the 2026 Notes will be convertible at the option of the holder only under 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 Indenture; and (4) if the Company calls the 2026 Notes for redemption. On or after October 15, 2025 until 5:00 p.m., New York City time, on the second scheduled trading day immediately before the maturity date, the 2026 Notes will be convertible at the option of the holder at any time. 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 Indenture. If a “make-whole fundamental change” (as defined in the Indenture) occurs, then the Company will, in certain circumstances, increase the conversion rate for a specified period of time. The Company will have the option to redeem the 2026 Notes in whole or in part at any time on or after January 20, 2024 and on or before the 40th scheduled trading day immediately before the maturity date 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 any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. The redemption price will be equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Upon a fundamental change (as defined in the Indenture), holders may, subject to certain exceptions, require the Company to purchase their 2026 Notes in whole or in part for cash at a price equal to the principal amount of the 2026 Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date (as defined in the Indenture). In addition, upon a Make‑Whole Fundamental Change (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2026 Notes in connection with such Make‑Whole Fundamental Change. No adjustment to the conversion rate will be made if the stock price in such Make‑Whole Fundamental Change is either less than $44.23 per share or greater than $210.00 per share. The Company will not increase the conversion rate to an amount that exceeds 22.6090 shares per $1 principal amount of 2026 Notes, subject to adjustment. The Indenture also contains a customary merger covenant. Under the Indenture, the 2026 Notes may be accelerated upon the occurrence of certain customary events of default. If certain bankruptcy and insolvency‑related events of default with respect to the Company occur, the principal of, and accrued and unpaid interest on, all of the then outstanding 2026 Notes shall automatically become due and payable. If any other event of default occurs and is continuing, the Trustee by notice to the Company, or the holders of the 2026 Notes of at least 25% in principal amount of the outstanding 2026 Notes by notice to the Company and the Trustee, may declare the principal of, and accrued and unpaid interest on, all of the then outstanding 2026 Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company elects, the sole remedy for an event of default relating to certain failures by the Company to comply with reporting covenant in the Indenture consists exclusively of the right to receive additional interest on the 2026 Notes. As discussed in Note 2, the Company early adopted ASU 2020‑06 as of January 1, 2021 and concluded the 2026 Notes will be accounted for as debt, with no bifurcation of the embedded conversion feature. Transaction costs were recorded as a direct deduction from the related debt liability in the consolidated balance sheet and are amortized to interest expense using the effective interest method over the term of the 2026 Notes. For the three months ended March 31, 2021, the effective interest rate for the 2026 Notes was 0.658%. As of March 31, 2021, none of the conditions of the 2026 Notes to early convert have been met. The 2026 Notes are the Company’s senior, unsecured obligations that rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the 2026 Notes, rank equally in right of payment with the Company’s future senior unsecured indebtedness that is not so subordinated, effectively subordinated to the Company’s existing and future secured indebtedness (including obligations under the Company’s senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables and preferred equity (to the extent the Company is not a holder thereof)) of the Company’s subsidiaries. The 2026 Notes contain both affirmative and negative covenants. As of March 31, 2021, the Company was in compliance with all covenants in the 2026 Notes. Capped Call Options In connection with the pricing of the 2026 Notes, the Company entered into capped call options with certain of the initial purchasers or their respective affiliates and certain other financial institutions. The Company incurred $150 of expenses in connection with the capped call options, which were recorded in Accounts payable in the consolidated balance sheet as of March 31, 2021. The capped call options are expected to reduce potential dilution to the Company’s Class B Common Stock upon any conversion of 2026 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call options is $72.9795 per share, which represents a premium of 65% above the last reported sale price per share of the Company’s Class B Common Stock on the Nasdaq Global Select Market on January 21, 2021 and is subject to customary adjustments under the terms of the capped call options. The capped call options were entered into in conjunction with the issuance of the 2026 Notes, however, they are legally separate agreements that can be separately exercised, with the receipt of shares under the capped call options having no effect on the 2026 Notes, and are legally detachable. As the capped call options are both legally detachable and separately exercisable from the 2026 Notes, the Company accounts for the capped call options separately from the 2026 Notes. The capped call options are indexed to the Company’s own common stock and classified in stockholders’ equity. As such, the premiums paid for the capped call options have been included as a net reduction to Additional paid-in capital in the consolidated balance sheet. Interest Expense Interest expense consists of the following: Three Months Ended March 31, 2021 2020 Bank credit facility: Senior secured revolving loan facility (1) $ 729 $ 1,540 Interest rate swap 301 — Amortization and write-off of deferred debt issuance costs 575 138 1,605 1,678 2026 Notes: Coupon interest 154 — Amortization of deferred debt issuance costs 654 — 808 — Other obligations (12) 12 Total interest expense $ 2,401 $ 1,690 (1) The weighted average interest rate was 1.90% and 2.59% for the three months ended March 31, 2021 and 2020, respectively. 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 March 31, 2021 and December 31, 2020, the Company recorded a swap related asset at fair value of $14,011 and $347, respectively, in Other assets in the consolidated balance sheets. |
Executive Bonus Plan
Executive Bonus Plan | 3 Months Ended |
Mar. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Executive Bonus Plan | Executive Bonus PlanCertain 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 22, 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 amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”) (see Note 12). Prior to September 22, 2020, a participant’s non‑deferred incentive bonus was payable in cash. Effective September 22, 2020, the Bonus Plan provides, 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 three months ended March 31, 2021 and 2020, 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 $8,875 and $8,097, respectively. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans 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 three months ended March 31, 2021 and 2020. As of March 31, 2021 and December 31, 2020, phantom shares issuable by the DCP were 30,076,143 and 30,590,955, 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 $2,757 and $2,591 as of March 31, 2021 and December 31, 2020, respectively. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Common Stock | Common Stock Sales, Repurchases, and Issuances of Company Common 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. During the three months ended March 31, 2020, there were no shares purchased under the Common Stock Purchase Agreement. As of December 31, 2020, the investor reached the maximum purchase amount of $250,000. For the three months ended March 31, 2021, the Company issued 1,263,121 shares of Class B Common Stock to colleagues who exercised their stock options, net of 262,210 shares withheld at exercise to pay for the cost of the stock options, as well as for $7,158 of applicable income tax withholdings. The Company received $1,751 in proceeds from the exercise of stock options. For the three months ended March 31, 2020, the Company issued 697,833 shares of Class B Common Stock to colleagues who exercised their stock options, net of 561,667 shares withheld at exercise to pay for the cost of the stock options, as well as for $1,341 of applicable income tax withholdings. The Company received $724 in proceeds from the exercise of stock options. For the three months ended March 31, 2020, the Company paid $302 for 37,870 shares sold back to the Company upon exercise of the Put and Call provisions under its applicable equity incentive plans. Upon the completion of the IPO, the Put and Call provisions of the Company’s Amended and Restated 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”) terminated automatically. For the three months ended March 31, 2021, the Company issued 79,961 shares of Class B Common Stock in connection with Bonus Plan incentive compensation earned in the fourth quarter of 2020, net of shares withheld. Of the total 126,038 shares awarded, 46,077 shares were sold back to the Company to pay for applicable income tax withholdings of $2,037. For the three months ended March 31, 2021 and 2020, the Company issued 339,503 and 683,072 shares of Class B Common Stock to DCP participants in connection with distributions from the plan. The distribution in shares for the three months ended March 31, 2021 totaled 556,475 shares of which 216,972 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $8,859. The distribution in shares for the three months ended March 31, 2020 totaled 720,827 shares of which 37,755 shares were sold back to the Company to pay for the cost of applicable income tax withholding of $301. For the three months ended March 31, 2021, the Company did not repurchase shares from its profit‑sharing plan. The Company repurchased 186,715 shares from its profit‑sharing plan for $1,850 for the three months ended March 31, 2020. Dividends — The Company declared cash dividends during the periods presented as follows: Dividend Per Share Amount 2021: First quarter $ 0.03 $ 8,219 2020: First quarter $ 0.03 $ 7,666 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 toward the purchase of the Company’s Class B Common Stock at a discounted price, up to a maximum of $25 per year and subject to any other plan limitations. 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 March 31, 2021, $1,946 of ESPP withholding via employee payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheet. As of March 31, 2021, no shares were issued under the ESPP. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 $ (25,219) $ (1,014) $ (26,233) Other comprehensive (loss) income, before taxes (9,182) 29 (9,153) Tax expense — (8) (8) Other comprehensive (loss) income, net of taxes (9,182) 21 (9,161) Balance, March 31, 2021 $ (34,401) $ (993) $ (35,394) Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, December 31, 2019 $ (22,908) $ (1,019) $ (23,927) Other comprehensive (loss) income, before taxes (5,085) 16 (5,069) Tax expense — (7) (7) Other comprehensive (loss) income, net of taxes (5,085) 9 (5,076) Balance, March 31, 2020 $ (27,993) $ (1,010) $ (29,003) |
Equity Awards and Instruments
Equity Awards and Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Awards and Instruments | Equity Awards and Instruments Stock-Based Compensation Expense Total stock‑based compensation expense was as follows: Three Months Ended March 31, 2021 2020 Stock option expense $ 998 $ 1,534 Restricted stock and restricted stock units (“RSUs”) expense 1,497 — Stock grants expense — 119 Bonus Plan expense (see Note 11) 6,124 — ESPP expense (see Note 13) 449 — Total pre-tax expense (1) $ 9,068 $ 1,653 (1) As of March 31, 2021 and December 31, 2020, $6,279 and $6,835 remained in Accruals and other current liabilities in the consolidated balance sheets, respectively. Total stock‑based compensation expense is included in the consolidated statements of operations as follows: Three Months Ended March 31, 2021 2020 Cost of subscriptions and licenses $ 89 $ 28 Cost of services 243 96 Research and development 3,955 619 Selling and marketing 788 400 General and administrative 3,993 510 Total pre-tax expense $ 9,068 $ 1,653 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 following is a summary of stock option activity and related information under the Company’s applicable equity incentive plans: Weighted Weighted Average Average Remaining Aggregate Stock Exercise Price Contractual Intrinsic Options Per Share Life (in years) Value Outstanding, December 31, 2020 12,842,226 $ 4.87 Exercised (1,525,331) 4.23 Canceled (45,250) 5.12 Outstanding, March 31, 2021 11,271,645 $ 4.96 1.93 $ 473,067 Exercisable, March 31, 2021 6,859,645 $ 4.60 1.52 $ 290,383 For the three months ended March 31, 2021 and 2020, the Company received cash proceeds of $1,751 and $724, respectively, related to the exercise of stock options. The total intrinsic value of stock options exercised for the three months ended March 31, 2021 and 2020 was $61,267 and $8,143, respectively. As of March 31, 2021, there was $5,459 of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of approximately 2.7 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 had a four‑year service condition, which terminated automatically upon the completion of the IPO, and therefore, total stock‑based compensation expense associated with these options was fully recognized as of September 30, 2020. 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. As of March 31, 2021, all options to acquire 900,000 shares remain outstanding. As of March 31, 2021, these options are non‑exercisable and have an aggregate intrinsic value of $7,992. Restricted Stock and RSUs Under the equity incentive plans, the Company may grant both time‑based and performance‑based shares of restricted Class B Common Stock and RSUs to eligible colleagues. Time‑based awards generally vest ratably on each of the first four anniversaries of the grant date. Performance‑based awards vesting is determined by the achievement of certain business profitability and growth targets, which include growth in annual recurring revenues, as well as actual bookings for perpetual licenses and non‑recurring services. Performance targets are set for annual performance periods. 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: Time- Performance- Based Based Time- Performance- Weighted Weighted Total Based Based Average Average Restricted Restricted Restricted Grant Date Grant Date Stock Stock Stock Fair Value Fair Value and RSUs and RSUs and RSUs (2) Per Share Per Share Unvested, December 31, 2020 1,423,715 1,263,193 160,522 $ 16.38 $ 16.62 Granted 9,000 9,000 — 45.32 — Vested (40,695) (5,765) (34,930) 19.68 17.53 Canceled (132,892) (7,300) (125,592) 15.48 16.36 Unvested, March 31, 2021 (1) 1,259,128 1,259,128 — $ 16.57 $ — (1) Includes 43,000 RSUs which are expected to be settled in cash. (2) Relates to the 2020 annual performance period. Total stock‑based compensation expense associated with these awards was fully recognized as of December 31, 2020. For the three months ended March 31, 2021, the weighted average grant date fair value of RSUs was $45.32. No RSUs were granted during the three months ended March 31, 2020. No restricted stocks were granted during the three months ended March 31, 2021 and 2020. In 2016, the Company granted RSUs subject to performance‑based vesting as determined by the achievement of certain business growth targets. Certain colleagues elected to defer delivery of such shares upon vesting. During the three months ended March 31, 2021 and 2020, 10,864 and 9,830 shares, respectively, were delivered to colleagues, and 14 and 124 additional shares, respectively, were earned as a result of dividends. As of March 31, 2021 and December 31, 2020, 20,190 and 31,040 shares, respectively, of these RSUs remained outstanding. For the three months ended March 31, 2021 and 2020, restricted stock and RSUs were issued net of 14,869 and 26,511 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $708 and $121, respectively. As of March 31, 2021, there was $18,560 of unrecognized compensation expense related to unvested time‑based restricted stock and RSUs, which is expected to be recognized over a weighted average period of approximately 3.2 years. There was no remaining unrecognized compensation expense related to unvested performance‑based restricted stock and RSUs. Stock Grants The Company did not grant fully vested shares of Class B Common Stock during the three months ended March 31, 2021. For the three months ended March 31, 2020, the Company granted 10,951 fully vested shares of Class B Common Stock with a fair value of and $119. ESPP In accordance with the guidance in ASC 718-50, Compensation — Stock Compensation , the ability to purchase shares of the Company’s Class B Common Stock for 85% of the of the lower of the price of the first day of the offering period or the last day of the offering period (i.e., the purchase date) represents an option and, therefore, the ESPP is a compensatory plan under this guidance. The fair value of each purchase right under the ESPP was calculated as a sum of its components, which includes the discount, a six‑month call option, and a six‑month put option. The call and put options were valued using the Black‑Scholes option pricing model. Stock‑based compensation expense is recognized ratably over the six‑month offering period. Equity Awards Subsequent to March 31, 2021 In April 2021, the Company granted 493,808 time‑based and 99,808 performance‑based RSUs. Time‑based vesting is generally ratably on each of the first four anniversaries of the grant date. Performance‑based vesting is determined by the achievement of certain business profitability and growth targets, which include growth in annual recurring revenues, as well as actual bookings for perpetual licenses and non‑recurring services, and certain non‑financial performance targets. Performance targets are set for annual performance periods ended on December 31, 2021. The unrecognized compensation expense related to these RSUs is approximately $30,000, which is expected to be recognized over a weighted average period of approximately 3.5 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company calculates its interim income tax provision in accordance with ASC Topics 270, Interim Reporting, and 740, Income Taxes . At the end of each interim period, the Company makes an estimate of the annual U.S. domestic and foreign jurisdictions’ expected effective tax rates and applies these rates to its respective year‑to‑date taxable income or loss. The computation of the estimated effective tax rates at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the fiscal year, projections of the proportion of income (or loss) earned and taxed in the U.S. and foreign tax jurisdictions, along with permanent differences, and the likelihood of deferred tax asset utilization. The Company’s estimates and assumptions may change as new events occur, additional information is obtained, or as the tax environment changes. Should facts and circumstances change during a period causing a material change to the estimated effective income tax rate, a cumulative adjustment will be recorded. The income tax provisions for the three months ended March 31, 2021 and 2020 were based on the estimated annual effective income tax rates adjusted for discrete items occurring during the periods presented. For the three months ended March 31, 2021 and 2020, the Company recognized an aggregate consolidated income tax expense of $10,358 and $7,176, respectively, for U.S. domestic and foreign income taxes. For the three months ended March 31, 2021 and 2020, the Company recorded a discrete tax benefit of $7,485 and $1,142, respectively, associated with stock‑based compensation. The effective income tax rate of 15.3% for the three months ended March 31, 2021 was lower than the effective income tax rate of 19.3% for the three months ended March 31, 2020 primarily due to the tax benefit associated with stock‑based compensation, partially offset by the impact from officer compensation limitation provisions. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
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 three months ended March 31, 2021, the Company recorded a gain of $13,661 in Other income (expense), net and total payments recognized in Interest expense, net related to the swap were $301. 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, the fair value of the Company’s borrowings under its Credit Facility approximated its carrying value based upon discounted cash flows at current market rates for instruments with similar remaining terms. The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy. The estimated fair value of the 2026 Notes was $714,557 as of March 31, 2021 based on quoted market prices of the Company’s instrument in markets that are not active and are classified as Level 2 within the fair value hierarchy. Considerable judgment is necessary to interpret the market data and develop estimates of fair values. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold, or settled. 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: March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 34,329 $ — $ — $ 34,329 Interest rate swap (2) — 14,011 — 14,011 Total assets $ 34,329 $ 14,011 $ — $ 48,340 Liabilities: Acquisition contingent consideration (3) $ — $ — $ 4,785 $ 4,785 Deferred compensation plan (4) 2,757 — — 2,757 Cash-settled equity awards (5) 351 — — 351 Total liabilities $ 3,108 $ — $ 4,785 $ 7,893 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 (1) Included in Cash and cash equivalents in the consolidated balance sheets. (2) Included in Other assets in the consolidated balance sheets. (3) Included in Other liabilities , except for current liabilities of $3,093 and $2,884 as of March 31, 2021 and December 31, 2020, 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 $176 and $169 as of March 31, 2021 and December 31, 2020, 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 sheets. 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. Three Months Ended Year Ended March 31, 2021 December 31, 2020 Balance, beginning of year $ 4,299 $ 6,599 Payments (25) (3,425) Addition 549 2,380 Change in fair value — (1,340) Foreign currency translation adjustments (38) 85 Balance, end of period $ 4,785 $ 4,299 The Company did not have any transfers between levels within the fair value hierarchy. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021, the non‑cancelable future cash purchase commitment for services related to the provisioning of the Company’s hosted software solutions was $75,233 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 | 3 Months Ended |
Mar. 31, 2021 | |
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). March 31, 2021 December 31, 2020 Long-lived assets: Americas (1) $ 59,451 $ 50,306 EMEA 50,056 56,322 APAC 13,648 13,541 Total long-lived assets $ 123,155 $ 120,169 (1) Americas includes the U.S., Canada, and Latin America (including the Caribbean). |
Interest Expense, Net
Interest Expense, Net | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Interest Expense, Net | Interest Expense, Net Interest expense, net is comprised of the following: Three Months Ended March 31, 2021 2020 Interest expense $ (2,401) $ (1,690) Interest income 82 302 Interest expense, net $ (2,319) $ (1,388) |
Other Income (Expense), Net
Other Income (Expense), Net | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | Other Income (Expense), Net Other income (expense), net is comprised of the following: Three Months Ended March 31, 2021 2020 Foreign exchange gain (loss) (1) $ 792 $ (8,781) Other income, net (2) 13,690 1,391 Total other income (expense), net $ 14,482 $ (7,390) (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 $480 and $(6,777) for the three months ended March 31, 2021 and 2020, respectively. (2) Other income, net includes a gain from the change in fair value of the Company’s interest rate swap of $13,661 for the three months ended March 31, 2021. For the three months ended March 31, 2020, other income (expense), net is the gain from the change in fair value of acquisition contingent consideration (see Note 17). |
Realignment Costs
Realignment Costs | 3 Months Ended |
Mar. 31, 2021 | |
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 mid‑2021. Accruals and other current liabilities in the consolidated balance sheets included amounts related to the realignment activities as follows: Balance, December 31, 2020 $ 6,240 Payments (3,729) Adjustments (1) (131) Balance, March 31, 2021 $ 2,380 (1) Adjustments includes foreign currency translation. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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 and using the if‑converted method for the 2026 Notes i n accordance with ASU 2020‑06 . 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 March 31, 2021 and 2020 , there were no participating securities outstanding. Undistributed earnings allocated to participating securities are subtracted from net income in determining basic net income attributable to common stockholders. Basic EPS is computed by dividing basic net income attributable to common stockholders by the weighted average number of shares , inclusive of undistributed shares held in the DCP as phantom shares . For the Company’s diluted EPS numerator, interest expense, net of tax, attributable to the conversion of the 2026 Notes is added back to basic net income attributable to common stockholders. For the Company’s diluted EPS denominator, the basic weighted average number of shares is adjusted by the effect of dilutive securities, including awards under the Company’s equity compensation plans and ESPP, and by the dilutive effect of the assumed conversion of the 2026 Notes. Diluted EPS attributable to common stockholders is computed by dividing diluted net income attributable to common stockholders by the weighted average number of fully diluted common shares. Except with respect to voting and conversion, the rights of the holders of the Company’s Class A Common Stock and the Company’s Class B Common Stock are identical. Each class of shares has the same rights to dividends and allocation of income (loss) and, therefore, earnings per share would not differ under the two‑class method. The details of basic and diluted EPS are as follows : Three Months Ended March 31, 2021 2020 Numerator: Net income $ 57,006 $ 29,669 Less: Net income attributable to participating securities — — Net income attributable to Class A and Class B common stockholders, basic 57,006 29,669 Add: Interest expense, net of tax, attributable to assumed conversion of 2026 Notes 130 — Net income attributable to Class A and Class B common stockholders, diluted $ 57,136 $ 29,669 Denominator: Weighted average shares, basic 302,583,452 285,486,972 Dilutive effect of securities 11,388,113 6,891,655 Dilutive effect of ESPP 114,364 — Dilutive effect of assumed conversion of 2026 Notes 7,650,720 — Weighted average shares, diluted 321,736,649 292,378,627 Net income per share, basic $ 0.19 $ 0.10 Net income per share, diluted $ 0.18 $ 0.10 The following potential common shares were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti‑dilutive for the periods presented: Three Months Ended March 31, 2021 2020 RSUs 6,714 — Total anti-dilutive securities 6,714 — |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying unaudited consolidated financial statements include the accounts of Bentley Systems, Incorporated (“Bentley” or the “Company”) and its wholly-owned subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements. |
Consolidation | These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Part II, Item 8 of the Company’s 2020 Annual Report on Form 10 ‑ K on file with the SEC. In management’s opinion, the Company made all adjustments (consisting of normal, recurring and non-recurring adjustments) during the quarter that were considered necessary for the fair statement of the financial position and operating results of the Company. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. The December 31, 2020 consolidated balance sheet included herein is derived from the Company’s audited consolidated financial statements. |
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 three months ended March 31, 2021. Recently Adopted Accounting Guidance 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. The new guidance is required to be applied on a prospective basis and as such, the Company will use the simplified test in its annual fourth quarter testing or more often if circumstances indicate a potential impairment may exist. The Company does not believe this ASU will have a material impact on its consolidated results of operations and financial position. 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 aligns the requirements for capitalizing implementation costs in cloud computing arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal‑use software. The Company prospectively adopted the ASU effective January 1, 2021. Capitalized costs related to cloud computing arrangements for the three months ended March 31, 2021, which are included in Prepaid and other current assets in the consolidated balance sheet, were not material. 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 (see Notes 10 and 23). |
Revenues | 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. 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. 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. Enterprise 365 (“E365”) subscriptions 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 also 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. Usage is defined as distinct user access on a daily basis. E365 subscriptions can contain quarterly usage floors or collars as accounts transition to the usage model or for accounts within the public sector. 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. For usage‑based QTL and MTL subscriptions, revenues are recognized based upon usage incurred by the account. 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 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. 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. 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. |
Revenue from Contracts with C_2
Revenue from Contracts with Customer (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Assets and Contract Liabilities | Contract Assets and Contract Liabilities March 31, 2021 December 31, 2020 Contract assets $ 395 $ 446 Deferred revenues 193,504 209,314 |
Disaggregation of Revenue by Type and Location | The following table details revenues: Three Months Ended March 31, 2021 2020 Revenues: Subscriptions: SELECT subscriptions $ 66,140 $ 67,891 Enterprise subscriptions 71,015 58,734 Term license subscriptions 50,970 43,557 Subscriptions 188,125 170,182 Perpetual licenses: Perpetual licenses 10,116 10,814 Subscriptions and licenses 198,241 180,996 Services: Professional services (recurring) 6,077 3,780 Professional services (other) 17,687 9,914 Services 23,764 13,694 Total revenues $ 222,005 $ 194,690 Revenue to external customers is attributed to individual countries based upon the location of the customer. Three Months Ended March 31, 2021 2020 Revenues: Americas (1) $ 108,862 $ 97,900 Europe, the Middle East, and Africa (“EMEA”) (2) 73,848 62,114 Asia-Pacific (“APAC”) 39,295 34,676 Total revenues $ 222,005 $ 194,690 (1) Americas includes the United States (“U.S.”), Canada, and Latin America (including the Caribbean). Revenue attributable to the U.S. totaled $92,940 and $82,420 for the three months ended March 31, 2021 and 2020, respectively. (2) Revenue attributable to the United Kingdom (“U.K.”) totaled $22,383 and $13,680 for the three months ended March 31, 2021 and 2020, respectively. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions Aggregate Detail | The aggregate details of the Company’s acquisition activity are as follows: Acquisitions Completed in Three Months Ended Year Ended March 31, 2021 December 31, 2020 Number of acquisitions 3 6 Cash paid at closing $ 59,301 $ 98,298 Cash acquired (1,326) (5,266) Net cash paid $ 57,975 $ 93,032 |
Schedule of Business Acquisitions Contingent Consideration | The fair value of the contingent consideration from acquisitions is included in the consolidated balance sheets as follows: March 31, 2021 December 31, 2020 Accruals and other current liabilities $ 3,093 $ 2,884 Other liabilities 1,692 1,415 Contingent consideration from acquisitions $ 4,785 $ 4,299 The fair value of non-contingent consideration from acquisitions is included in the consolidated balance sheets as follows: March 31, 2021 December 31, 2020 Accruals and other current liabilities $ 2,323 $ 685 Other liabilities 2,635 1,774 Non-contingent consideration from acquisitions $ 4,958 $ 2,459 |
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 Three Months Ended Year Ended March 31, 2021 December 31, 2020 Consideration: Cash paid at closing $ 59,301 $ 98,298 Contingent consideration 549 2,380 Deferred, non-contingent consideration, net 1,718 1,416 Total consideration $ 61,568 $ 102,094 Assets acquired and liabilities assumed: Cash $ 1,326 $ 5,266 Prepaid and other current assets 5,617 8,701 Operating lease right-of-use assets 192 2,529 Property and equipment 550 499 Other assets 300 36 Customer relationship asset (weighted average useful life of 5 and 6 years, respectively) 11,326 11,371 Software and technology (weighted average useful life of 3 years) 1,399 2,207 Non-compete agreement (useful life of 5 years) — 200 Trademarks (weighted average useful life of 3 and 7 years, respectively) 481 3,953 Total identifiable assets acquired excluding goodwill 21,191 34,762 Accruals and other current liabilities (3,678) (4,991) Deferred revenues (1,902) (5,351) Operating lease liabilities (192) (2,529) Deferred income taxes (3,280) (1,701) Other liabilities (178) (86) Total liabilities assumed (9,230) (14,658) Net identifiable assets acquired excluding goodwill 11,961 20,104 Goodwill 49,607 81,990 Net assets acquired $ 61,568 $ 102,094 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment Estimated Useful Lives | Property and equipment, net consist of the following: March 31, 2021 December 31, 2020 Land $ 2,811 $ 2,811 Building and improvements 33,243 33,094 Computer equipment and software 45,161 44,369 Furniture, fixtures, and equipment 13,210 12,849 Aircraft 4,075 4,075 Other 60 58 Property and equipment, at cost 98,560 97,256 Less: Accumulated depreciation (70,793) (68,842) Total property and equipment, net $ 27,767 $ 28,414 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are as follows: Balance, December 31, 2020 $ 581,174 Acquisitions 49,607 Foreign currency translation adjustments (7,861) Other adjustments (164) Balance, March 31, 2021 $ 622,756 |
Schedule of Finite-Lived Intangible Assets | Details of intangible assets other than goodwill are as follows: March 31, 2021 December 31, 2020 Estimated Gross Accumulated Net Book Gross Accumulated Net Book Intangible assets subject to amortization: Software and technology 3 years $ 68,501 $ (63,646) $ 4,855 $ 67,691 $ (63,046) $ 4,645 Customer relationships 3-10 years 106,976 (68,043) 38,933 97,008 (66,030) 30,978 Trademarks 3-10 years 27,002 (17,357) 9,645 26,610 (16,888) 9,722 Non-compete agreements 5 years 350 (86) 264 350 (68) 282 Total intangible assets $ 202,829 $ (149,132) $ 53,697 $ 191,659 $ (146,032) $ 45,627 |
Finite-lived Intangible Assets Amortization Expense | The aggregate amortization expense for purchased intangible assets with finite lives was reflected in the Company’s consolidated statements of operations as follows: Three Months Ended March 31, 2021 2020 Cost of subscriptions and licenses $ 1,151 $ 1,013 Amortization of purchased intangibles 3,438 3,436 Total amortization expense $ 4,589 $ 4,449 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 were as follows: Three Months Ended March 31, 2021 2020 Operating lease cost (1) $ 4,543 $ 4,345 Variable lease cost 968 1,021 Short-term lease cost 4 25 Total operating lease cost $ 5,515 $ 5,391 (1) Operating lease cost includes rent cost related to operating leases for office facilities of $4,351 and $4,146 for the three months ended March 31, 2021 and 2020, respectively. Other information related to leases was as follows: Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,686 $ 4,482 Right-of-use assets obtained in exchange for new operating lease liabilities $ 614 $ 4,467 |
Operating Lease Maturity | Maturities of operating lease liabilities are as follows: March 31, 2021 Remainder of 2021 $ 12,972 2022 13,768 2023 8,727 2024 4,719 2025 3,484 Thereafter 1,923 Total future lease payments 45,593 Less: Imputed interest (1,838) Total operating lease liabilities $ 43,755 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to the financing lease was as follows: March 31, 2021 December 31, 2020 Property and equipment $ 576 $ 572 Accumulated depreciation (288) (229) Property and equipment, net $ 288 $ 343 Accruals and other current liabilities $ 199 $ 197 Other liabilities 50 99 Total financing lease liabilities $ 249 $ 296 |
Accruals and Other Current Li_2
Accruals and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accruals and Other Current Liabilities | Accruals and other current liabilities consist of the following: March 31, 2021 December 31, 2020 CSS deposits $ 173,788 $ 110,291 Accrued benefits 34,254 36,613 Accrued compensation 24,047 22,131 Due to customers 11,852 9,869 Accrued professional fees 8,647 4,210 Accrued hosting costs 7,184 7,988 Accrued indirect taxes 5,652 6,361 Accrued acquisition stay bonuses 5,209 5,599 Contingent consideration from acquisitions 3,093 2,884 Accrued severance and realignment costs 2,574 7,209 Non-contingent consideration from acquisitions 2,323 685 Accrued facility costs 2,129 2,095 ESPP contributions (see Note 13) 1,946 — Other accrued and current liabilities 13,799 10,858 Total accruals and other current liabilities $ 296,497 $ 226,793 |
Long_Term Debt (Tables)
Long‑Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long‑term debt consists of the following: March 31, 2021 December 31, 2020 Bank credit facility: Senior secured revolving loan facility $ — $ 246,000 2026 Notes: Principal 690,000 — Unamortized debt issuance costs (17,401) — Net carrying value 672,599 — Total long-term debt $ 672,599 $ 246,000 |
Schedule of Interest Expense | Interest expense consists of the following: Three Months Ended March 31, 2021 2020 Bank credit facility: Senior secured revolving loan facility (1) $ 729 $ 1,540 Interest rate swap 301 — Amortization and write-off of deferred debt issuance costs 575 138 1,605 1,678 2026 Notes: Coupon interest 154 — Amortization of deferred debt issuance costs 654 — 808 — Other obligations (12) 12 Total interest expense $ 2,401 $ 1,690 (1) The weighted average interest rate was 1.90% and 2.59% for the three months ended March 31, 2021 and 2020, respectively. Interest expense, net is comprised of the following: Three Months Ended March 31, 2021 2020 Interest expense $ (2,401) $ (1,690) Interest income 82 302 Interest expense, net $ (2,319) $ (1,388) |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Dividends Declared | Dividends — The Company declared cash dividends during the periods presented as follows: Dividend Per Share Amount 2021: First quarter $ 0.03 $ 8,219 2020: First quarter $ 0.03 $ 7,666 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 $ (25,219) $ (1,014) $ (26,233) Other comprehensive (loss) income, before taxes (9,182) 29 (9,153) Tax expense — (8) (8) Other comprehensive (loss) income, net of taxes (9,182) 21 (9,161) Balance, March 31, 2021 $ (34,401) $ (993) $ (35,394) Foreign Actuarial (Loss) Currency Gain on Translation Retirement Plan Total Balance, December 31, 2019 $ (22,908) $ (1,019) $ (23,927) Other comprehensive (loss) income, before taxes (5,085) 16 (5,069) Tax expense — (7) (7) Other comprehensive (loss) income, net of taxes (5,085) 9 (5,076) Balance, March 31, 2020 $ (27,993) $ (1,010) $ (29,003) |
Equity Awards and Instruments (
Equity Awards and Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Total stock‑based compensation expense was as follows: Three Months Ended March 31, 2021 2020 Stock option expense $ 998 $ 1,534 Restricted stock and restricted stock units (“RSUs”) expense 1,497 — Stock grants expense — 119 Bonus Plan expense (see Note 11) 6,124 — ESPP expense (see Note 13) 449 — Total pre-tax expense (1) $ 9,068 $ 1,653 (1) As of March 31, 2021 and December 31, 2020, $6,279 and $6,835 remained in Accruals and other current liabilities in the consolidated balance sheets, respectively. Total stock‑based compensation expense is included in the consolidated statements of operations as follows: Three Months Ended March 31, 2021 2020 Cost of subscriptions and licenses $ 89 $ 28 Cost of services 243 96 Research and development 3,955 619 Selling and marketing 788 400 General and administrative 3,993 510 Total pre-tax expense $ 9,068 $ 1,653 |
Schedule of Options | The following is a summary of stock option activity and related information under the Company’s applicable equity incentive plans: Weighted Weighted Average Average Remaining Aggregate Stock Exercise Price Contractual Intrinsic Options Per Share Life (in years) Value Outstanding, December 31, 2020 12,842,226 $ 4.87 Exercised (1,525,331) 4.23 Canceled (45,250) 5.12 Outstanding, March 31, 2021 11,271,645 $ 4.96 1.93 $ 473,067 Exercisable, March 31, 2021 6,859,645 $ 4.60 1.52 $ 290,383 |
Schedule of Restricted Stock and Restricted Stock Unit Activity | The following is a summary of unvested restricted stock and RSU activity and related information under the Company’s applicable equity incentive plans: Time- Performance- Based Based Time- Performance- Weighted Weighted Total Based Based Average Average Restricted Restricted Restricted Grant Date Grant Date Stock Stock Stock Fair Value Fair Value and RSUs and RSUs and RSUs (2) Per Share Per Share Unvested, December 31, 2020 1,423,715 1,263,193 160,522 $ 16.38 $ 16.62 Granted 9,000 9,000 — 45.32 — Vested (40,695) (5,765) (34,930) 19.68 17.53 Canceled (132,892) (7,300) (125,592) 15.48 16.36 Unvested, March 31, 2021 (1) 1,259,128 1,259,128 — $ 16.57 $ — (1) Includes 43,000 RSUs which are expected to be settled in cash. (2) Relates to the 2020 annual performance period. Total stock‑based compensation expense associated with these awards was fully recognized as of December 31, 2020. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 34,329 $ — $ — $ 34,329 Interest rate swap (2) — 14,011 — 14,011 Total assets $ 34,329 $ 14,011 $ — $ 48,340 Liabilities: Acquisition contingent consideration (3) $ — $ — $ 4,785 $ 4,785 Deferred compensation plan (4) 2,757 — — 2,757 Cash-settled equity awards (5) 351 — — 351 Total liabilities $ 3,108 $ — $ 4,785 $ 7,893 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 (1) Included in Cash and cash equivalents in the consolidated balance sheets. (2) Included in Other assets in the consolidated balance sheets. (3) Included in Other liabilities , except for current liabilities of $3,093 and $2,884 as of March 31, 2021 and December 31, 2020, 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 $176 and $169 as of March 31, 2021 and December 31, 2020, 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 sheets. |
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. Three Months Ended Year Ended March 31, 2021 December 31, 2020 Balance, beginning of year $ 4,299 $ 6,599 Payments (25) (3,425) Addition 549 2,380 Change in fair value — (1,340) Foreign currency translation adjustments (38) 85 Balance, end of period $ 4,785 $ 4,299 |
Geographic Data (Tables)
Geographic Data (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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). March 31, 2021 December 31, 2020 Long-lived assets: Americas (1) $ 59,451 $ 50,306 EMEA 50,056 56,322 APAC 13,648 13,541 Total long-lived assets $ 123,155 $ 120,169 (1) Americas includes the U.S., Canada, and Latin America (including the Caribbean). |
Interest Expense, Net (Tables)
Interest Expense, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Interest Expense, Net | Interest expense consists of the following: Three Months Ended March 31, 2021 2020 Bank credit facility: Senior secured revolving loan facility (1) $ 729 $ 1,540 Interest rate swap 301 — Amortization and write-off of deferred debt issuance costs 575 138 1,605 1,678 2026 Notes: Coupon interest 154 — Amortization of deferred debt issuance costs 654 — 808 — Other obligations (12) 12 Total interest expense $ 2,401 $ 1,690 (1) The weighted average interest rate was 1.90% and 2.59% for the three months ended March 31, 2021 and 2020, respectively. Interest expense, net is comprised of the following: Three Months Ended March 31, 2021 2020 Interest expense $ (2,401) $ (1,690) Interest income 82 302 Interest expense, net $ (2,319) $ (1,388) |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense) | Other income (expense), net is comprised of the following: Three Months Ended March 31, 2021 2020 Foreign exchange gain (loss) (1) $ 792 $ (8,781) Other income, net (2) 13,690 1,391 Total other income (expense), net $ 14,482 $ (7,390) (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 $480 and $(6,777) for the three months ended March 31, 2021 and 2020, respectively. (2) Other income, net includes a gain from the change in fair value of the Company’s interest rate swap of $13,661 for the three months ended March 31, 2021. For the three months ended March 31, 2020, other income (expense), net is the gain from the change in fair value of acquisition contingent consideration (see Note 17). |
Realignment Costs (Tables)
Realignment Costs (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: Balance, December 31, 2020 $ 6,240 Payments (3,729) Adjustments (1) (131) Balance, March 31, 2021 $ 2,380 (1) Adjustments includes foreign currency translation. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The details of basic and diluted EPS are as follows : Three Months Ended March 31, 2021 2020 Numerator: Net income $ 57,006 $ 29,669 Less: Net income attributable to participating securities — — Net income attributable to Class A and Class B common stockholders, basic 57,006 29,669 Add: Interest expense, net of tax, attributable to assumed conversion of 2026 Notes 130 — Net income attributable to Class A and Class B common stockholders, diluted $ 57,136 $ 29,669 Denominator: Weighted average shares, basic 302,583,452 285,486,972 Dilutive effect of securities 11,388,113 6,891,655 Dilutive effect of ESPP 114,364 — Dilutive effect of assumed conversion of 2026 Notes 7,650,720 — Weighted average shares, diluted 321,736,649 292,378,627 Net income per share, basic $ 0.19 $ 0.10 Net income per share, diluted $ 0.18 $ 0.10 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential common shares were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti‑dilutive for the periods presented: Three Months Ended March 31, 2021 2020 RSUs 6,714 — Total anti-dilutive securities 6,714 — |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 26, 2021 | Nov. 17, 2020 | Sep. 25, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||
Payments of debt issuance costs | $ 3,777 | $ 0 | |||
Class B Common Stock | Public Stock Offering - Shares From Existing Shareholders | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares sold (in shares) | 12,360,991 | ||||
Price per share sold (USD per share) | $ 22 | ||||
Class B Common Stock | Follow-On Offering | |||||
Subsidiary, Sale 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 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares sold (in shares) | 9,603,965 | ||||
Class B Common Stock | Follow-On Offering, Exercise By Underwriters | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares sold (in shares) | 1,500,000 | ||||
Class B Common Stock | Follow-On Offering, Shares From Existing Shareholders | |||||
Subsidiary, Sale 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 | ||||
2026 Notes | Convertible Debt | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Debt instrument, face amount | $ 690,000 | ||||
Debt instrument, interest rate, stated percentage | 0.125% | ||||
Payments of debt issuance costs | $ 18,055 | ||||
Payments of expenses associated with initial public offering | $ 25,530 |
Revenue from Contracts with C_3
Revenue from Contracts with Customer - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenues | $ 193,504,000 | $ 209,314,000 | |
Contract asset impairment | 0 | 0 | |
Contract with customer, liability, revenue recognized | 91,125,000 | $ 98,928,000 | |
Contract with customer liability additions | 78,210,000 | 73,512,000 | |
Total revenues | $ 222,005,000 | $ 194,690,000 | |
Customer Concentration Risk | Revenue Benchmark | Channel Partners | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 8.00% | 7.00% | |
Portfolio Balancing | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenues | $ 18,016,000 | $ 18,166,000 | |
Licenses | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 95,625,000 | $ 85,417,000 | |
Term Licenses | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 85,509,000 | $ 74,603,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customer - Schedule of Contract Assets and Deferred Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 395 | $ 446 |
Deferred revenues | $ 193,504 | $ 209,314 |
Revenue from Contracts with C_5
Revenue from Contracts with Customer - Performance Obligation (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation amount | $ 193,504 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent to be recognized over next twelve months | 96.30% |
Remaining performance obligation expected timing of satisfaction period | 12 months |
Revenue from Contracts with C_6
Revenue from Contracts with Customer - Schedule of Revenue Disaggregation by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 222,005 | $ 194,690 |
Subscriptions and licenses | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 198,241 | 180,996 |
Subscriptions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 188,125 | 170,182 |
SELECT subscriptions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 66,140 | 67,891 |
Enterprise subscriptions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 71,015 | 58,734 |
Term license subscriptions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 50,970 | 43,557 |
Perpetual licenses | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 10,116 | 10,814 |
Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 23,764 | 13,694 |
Professional services (recurring) | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6,077 | 3,780 |
Professional services (other) | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 17,687 | $ 9,914 |
Revenue from Contracts with C_7
Revenue from Contracts with Customer - Schedule of Revenue Disaggregation by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 222,005 | $ 194,690 |
Americas | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 108,862 | 97,900 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 92,940 | 82,420 |
EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 73,848 | 62,114 |
United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 22,383 | 13,680 |
Asia-Pacific (“APAC”) | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 39,295 | $ 34,676 |
Acquisitions - Schedule of Cash
Acquisitions - Schedule of Cash Paid and Acquired for Acquisitions (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)acquisition | Mar. 31, 2020USD ($)acquisition | Dec. 31, 2020acquisition | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash acquired | $ (1,326) | $ (1,986) | |
Net cash paid | $ 57,975 | $ 39,329 | |
Series of Individually Immaterial Business Acquisitions | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Number of acquisitions | acquisition | 3 | 6 | 2 |
Cash paid at closing | $ 59,301 | $ 98,298 | |
Cash acquired | (1,326) | (5,266) | |
Net cash paid | $ 57,975 | $ 93,032 |
Acquisitions - Schedule of Cont
Acquisitions - Schedule of Contingent and Non-Contingent Consideration Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Accruals and other current liabilities | $ 3,093 | $ 2,884 |
Accruals and other current liabilities | 2,323 | 685 |
Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Accruals and other current liabilities | 3,093 | 2,884 |
Other liabilities | 1,692 | 1,415 |
Contingent consideration from acquisitions | 4,785 | 4,299 |
Accruals and other current liabilities | 2,323 | 685 |
Other liabilities | 2,635 | 1,774 |
Non-contingent consideration from acquisitions | $ 4,958 | $ 2,459 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
May 31, 2021USD ($) | Apr. 30, 2021acquisition | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($)acquisition | Mar. 31, 2020USD ($)acquisition | Dec. 31, 2020acquisition | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Fair value adjustments reducing revenue | $ (222,005) | $ (194,690) | ||||
Net cash paid | $ 57,975 | $ 39,329 | ||||
Forecast | Subsequent Event | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Net cash paid | $ 54,200 | |||||
Series of Individually Immaterial Business Acquisitions | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Number of acquisitions | acquisition | 3 | 6 | 2 | |||
Acquisition and integration costs | $ 6,861 | $ 813 | ||||
Goodwill from acquisition, expected tax deductible amount | 0 | |||||
Net cash paid | 57,975 | 93,032 | ||||
Series of Individually Immaterial Business Acquisitions | Subsequent Event | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Number of acquisitions | acquisition | 2 | |||||
Series of Individually Immaterial Business Acquisitions | Acquired Support Contracts Adjustment To Revenue | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Fair value adjustments reducing revenue | 12 | $ 116 | ||||
Seequent | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Acquisition and integration costs | $ 6,716 | |||||
Seequent | Forecast | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Net cash paid | $ 900,000 | |||||
Seequent | Forecast | Class B Common Stock | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Number of shares sold (in shares) | shares | 3,141,361 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration and Net Assets Acquired (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 622,756 | $ 581,174 | |
Series of Individually Immaterial Business Acquisitions | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash paid at closing | 59,301 | $ 98,298 | |
Contingent consideration from acquisitions | 549 | 2,380 | |
Deferred, non-contingent consideration, net | 1,718 | 1,416 | |
Total consideration | 61,568 | $ 102,094 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Cash | 1,326 | 5,266 | |
Prepaid and other current assets | 5,617 | 8,701 | |
Operating lease right-of-use assets | 192 | 2,529 | |
Property and equipment | 550 | 499 | |
Other assets | 300 | 36 | |
Total identifiable assets acquired excluding goodwill | 21,191 | 34,762 | |
Accruals and other current liabilities | (3,678) | (4,991) | |
Deferred revenues | (1,902) | (5,351) | |
Operating lease liabilities | (192) | (2,529) | |
Deferred income taxes | (3,280) | (1,701) | |
Other liabilities | (178) | (86) | |
Total liabilities assumed | (9,230) | (14,658) | |
Net identifiable assets acquired excluding goodwill | 11,961 | 20,104 | |
Goodwill | 49,607 | 81,990 | |
Net assets acquired | 61,568 | 102,094 | |
Series of Individually Immaterial Business Acquisitions | Customer relationships | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangibles | $ 11,326 | 11,371 | |
Series of Individually Immaterial Business Acquisitions | Customer relationships | Weighted Average | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | 6 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 | $ 1,399 | 2,207 | |
Series of Individually Immaterial Business Acquisitions | Software and technology | Weighted Average | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||
Series of Individually Immaterial Business Acquisitions | Non-compete agreements | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangibles | $ 0 | 200 | |
Series of Individually Immaterial Business Acquisitions | Trademarks | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Finite-lived intangibles | $ 481 | $ 3,953 | |
Series of Individually Immaterial Business Acquisitions | Trademarks | Weighted Average | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | 7 years |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | $ 98,560 | $ 97,256 |
Less: Accumulated depreciation | (70,793) | (68,842) |
Total property and equipment and finance lease right-of-use assets, net | 27,767 | 28,414 |
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 | 33,243 | 33,094 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | 45,161 | 44,369 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | 13,210 | 12,849 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | 4,075 | 4,075 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment and finance lease right-of-use assets at cost | $ 60 | $ 58 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,497 | $ 2,423 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | $ 581,174 |
Acquisitions | 49,607 |
Foreign currency translation adjustments | (7,861) |
Other adjustments | (164) |
Goodwill ending balance | $ 622,756 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets Other than Goodwill (Details ) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 202,829 | $ 191,659 |
Accumulated Amortization | (149,132) | (146,032) |
Net Book Value | $ 53,697 | 45,627 |
Software and technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Gross Carrying Amount | $ 68,501 | 67,691 |
Accumulated Amortization | (63,646) | (63,046) |
Net Book Value | 4,855 | 4,645 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 106,976 | 97,008 |
Accumulated Amortization | (68,043) | (66,030) |
Net Book Value | $ 38,933 | 30,978 |
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 | $ 27,002 | 26,610 |
Accumulated Amortization | (17,357) | (16,888) |
Net Book Value | $ 9,645 | 9,722 |
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 | 350 |
Accumulated Amortization | (86) | (68) |
Net Book Value | $ 264 | $ 282 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cost of subscriptions and licenses | $ 1,151 | $ 1,013 |
Amortization of purchased intangibles | 3,438 | 3,436 |
Total amortization expense | $ 4,589 | $ 4,449 |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Cost method investment | $ 3,440,000 | $ 3,440,000 |
Equity Method Investee | ||
Schedule of Equity Method Investments [Line Items] | ||
Impairment of equity method investments | $ 0 | |
Digital Construction Works, Inc. | Equity Method Investee | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 50.00% | |
Equity method investments | $ 1,805,000 | $ 2,251,000 |
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 | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease payments, leases not yet commenced | $ 8,505 | |
Operating lease, weighted average remaining lease term | 3 years 6 months | 3 years 8 months 12 days |
Operating lease, weighted average discount rate, percent | 2.10% | 2.10% |
Total financing lease liabilities | $ 249 | $ 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) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 4,543 | $ 4,345 |
Variable lease cost | 968 | 1,021 |
Short-term lease cost | 4 | 25 |
Total operating lease cost | 5,515 | 5,391 |
Payments for rent | $ 4,351 | $ 4,146 |
Leases - Other Information (Det
Leases - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 4,686 | $ 4,482 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 614 | $ 4,467 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 12,972 |
2022 | 13,768 |
2023 | 8,727 |
2024 | 4,719 |
2025 | 3,484 |
Thereafter | 1,923 |
Total future lease payments | 45,593 |
Less: Imputed interest | (1,838) |
Total operating lease liabilities | $ 43,755 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Property and equipment | $ 576 | $ 572 |
Accumulated depreciation | $ (288) | $ (229) |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | Property and equipment, net |
Property and equipment, net | $ 288 | $ 343 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accruals and other current liabilities | Accruals and other current liabilities |
Accruals and other current liabilities | $ 199 | $ 197 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
Other liabilities | $ 50 | $ 99 |
Total financing lease liabilities | $ 249 | $ 296 |
Accruals and Other Current Li_3
Accruals and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
CSS deposits | $ 173,788 | $ 110,291 |
Accrued benefits | 34,254 | 36,613 |
Accrued compensation | 24,047 | 22,131 |
Due to customers | 11,852 | 9,869 |
Accrued professional fees | 8,647 | 4,210 |
Accrued hosting costs | 7,184 | 7,988 |
Accrued indirect taxes | 5,652 | 6,361 |
Accrued acquisition stay bonuses | 5,209 | 5,599 |
Contingent consideration from acquisitions | 3,093 | 2,884 |
Accrued severance and realignment costs | 2,574 | 7,209 |
Non-contingent consideration from acquisitions | 2,323 | 685 |
Accrued facility costs | 2,129 | 2,095 |
ESPP contributions | 1,946 | 0 |
Other accrued and current liabilities | 13,799 | 10,858 |
Accruals and other current liabilities | $ 296,497 | $ 226,793 |
Long_Term Debt - Schedule of Lo
Long‑Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 672,599 | $ 246,000 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 690,000 | 0 |
Unamortized debt issuance costs | (17,401) | 0 |
Total long-term debt | 672,599 | 0 |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 | $ 246,000 |
Long_Term Debt - Bank Credit Fa
Long‑Term Debt - Bank Credit Facility Narrative (Details) | Jan. 25, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 19, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 672,599,000 | $ 246,000,000 | ||
Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | 849,850,000 | $ 253,850,000 | ||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Accordion feature, increase limit | $ 200,000,000 | |||
Revolving Credit Facility | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Borrowings guaranteed through stock of foreign subsidiaries (as a percent) | 0.65 | |||
Revolving Credit Facility | Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 500,000,000 | |||
Revolving Credit Facility | New Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 850,000,000 | |||
Write off of unamortized debt issuance costs | 353,000 | |||
Capitalization of professional fees | 3,577,000 | |||
Debt covenant, cross-defaults of other debt threshold | 50,000,000 | |||
Debt covenant, judgment defaults threshold | $ 10,000,000 | |||
Letter of Credit | Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 50,000,000 | |||
Bridge Loan | Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 85,000,000 | |||
Letters of Credit And Surety Bonds | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 150,000 | |||
Revolving Credit Facility - Euro Currency | Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Revolving Credit Facility - Euro Currency | Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Overnight Bank Funding Effective Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Unused capacity, commitment fee percentage | 0.20% | |||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.25% | |||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Unused capacity, commitment fee percentage | 0.30% | |||
Revolving Credit Facility - Non-Euro Currency | Credit Facility | Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.25% |
Long_Term Debt - Convertible No
Long‑Term Debt - Convertible Notes Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 26, 2021USD ($)share_rateday$ / shares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||
Payments of debt issuance costs | $ 3,777 | $ 0 | |
2026 Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 690,000 | ||
Debt instrument, interest rate, stated percentage | 0.125% | ||
Payments of debt issuance costs | $ 18,055 | ||
Payments of expenses associated with initial public offering | 25,530 | ||
Repayment of credit facility | $ 250,500 | ||
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 | ||
Weighted average interest rate over time | 0.658% | ||
2026 Notes | Convertible Debt | Accounts Payable | |||
Debt Instrument [Line Items] | |||
Payments of debt issuance costs | $ 555 | ||
2026 Notes | Convertible Debt | Accrued Liabilities Current | |||
Debt Instrument [Line Items] | |||
Payments of debt issuance costs | $ 50 | ||
2026 Notes | Convertible Debt | Minimum | |||
Debt Instrument [Line Items] | |||
Share price threshold, adjustment to conversion rate (USD per share) | $ / shares | $ 44.23 | ||
2026 Notes | Convertible Debt | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, number of equity instruments, conversion rate | share_rate | 22.6090 | ||
Share price threshold, adjustment to conversion rate (USD per share) | $ / shares | $ 210 | ||
Debt covenant, percent of note holders threshold by amount of principal outstanding | 25.00% | ||
2026 Notes | Convertible Debt | Debt Conversion Terms One | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, threshold trading days | day | 20 | ||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||
2026 Notes | Convertible Debt | Debt Conversion Terms Two | |||
Debt Instrument [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 |
Long_Term Debt - Capped Call Op
Long‑Term Debt - Capped Call Options Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 26, 2021 | Mar. 31, 2021 |
Debt Disclosure [Abstract] | ||
Capped call transaction, cap price (USD per share) | $ 72.9795 | |
Capped call, premium above share price, percentage | 65.00% | |
Capped Call Options Expense | $ 150 |
Long_Term Debt - Schedule of In
Long‑Term Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amortization and write-off of deferred debt issuance costs | $ 1,229 | $ 138 |
Interest expense other borrowings | (12) | 12 |
Interest expense | 2,401 | 1,690 |
Interest Rate Swap | ||
Debt Instrument [Line Items] | ||
Interest rate swap | 301 | 0 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest expense for debt | 729 | 1,540 |
Amortization and write-off of deferred debt issuance costs | 575 | 138 |
Interest expense and amortization of debt issuance costs | 1,605 | 1,678 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Interest expense for debt | 154 | 0 |
Amortization and write-off of deferred debt issuance costs | 654 | 0 |
Interest expense and amortization of debt issuance costs | $ 808 | $ 0 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate over time | 1.90% | 2.59% |
Long_Term Debt - Additional Nar
Long‑Term Debt - Additional Narrative (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 02, 2020 |
Interest Rate Swap | Not Designated as Hedging Instrument | |||
Debt Instrument [Line Items] | |||
Derivative notional amount | $ 200,000,000 | ||
Derivative fair value | $ 14,011,000 | $ 347,000 | |
Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 0.73% |
Executive Bonus Plan - Narrativ
Executive Bonus Plan - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | 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 adjusted Management Reported Operating Income (MORI) threshold for bonus plan (up to) | 20.00% | ||
Bonus plan compensation expense | $ | $ 8,875 | $ 8,097 |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Details) - Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Deferred compensation liability, current and noncurrent | $ 2,757,000 | $ 2,591,000 | |
Nonqualified Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions by employer | $ 0 | $ 0 | |
Phantom shares issuable (in shares) | 30,076,143 | 30,590,955 | |
Share-based Payment Arrangement, Tranche One | Nonqualified Plan | Prior to January 2016 Awards | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting percentage | 20.00% | ||
Share-based Payment Arrangement, Tranche One | Nonqualified Plan | After January 2016 Awards | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting percentage | 100.00% | ||
Share-based Payment Arrangement, Tranche Two | Nonqualified Plan | Prior to January 2016 Awards | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting percentage | 20.00% | ||
Share-based Payment Arrangement, Tranche Three | Nonqualified Plan | Prior to January 2016 Awards | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting percentage | 20.00% | ||
Share-Based Payment Arrangement, Tranche Four | Nonqualified Plan | Prior to January 2016 Awards | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting percentage | 20.00% | ||
Share-Based Payment Arrangement, Tranche Five | Nonqualified Plan | Prior to January 2016 Awards | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting percentage | 20.00% |
Common Stock - Sales, Repurchas
Common Stock - Sales, Repurchases, and Issuances of Company Capital Stock Narrative (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Apr. 23, 2018 | Dec. 31, 2016 | |
Class of Stock [Line Items] | |||||
Profit-sharing plan shares, net, value | $ 1,850,000 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares exercised (in shares) | 1,263,121 | 697,833 | |||
Stock repurchased during period (in shares) | 186,715 | ||||
Profit-sharing plan shares, net, value | $ 2,000 | ||||
Deferred Compensation, Share-based Payments | Deferred Profit Sharing | |||||
Class of Stock [Line Items] | |||||
Stock repurchased during period (in shares) | 186,715 | ||||
Profit-sharing plan shares, net, value | $ 1,850,000 | ||||
Performance Based Restricted Stock Units (RSUs), 2016 | Equity Incentive Plan | |||||
Class of Stock [Line Items] | |||||
Shares repurchased by Company after exercise | $ 302,000 | ||||
Shares repurchased by Company after exercise (in shares) | 37,870 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Amount authorized for purchase | $ 250,000,000 | $ 250,000,000 | $ 200,000,000 | ||
Class B Common Stock | Private Placement | |||||
Class of Stock [Line Items] | |||||
Number of shares sold (in shares) | 0 | ||||
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 | $ 8,859,000 | $ 301,000 | |||
Deferred compensation arrangement with individual, shares issued (in shares) | 339,503 | 683,072 | |||
Deferred compensation arrangement with individual, shares issued, gross (in shares) | 556,475 | 720,827 | |||
Shares withheld for tax withholding obligation (in shares) | 216,972 | 37,755 | |||
Class B Common Stock | Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares exercised, net of shares withheld (in shares) | 697,833 | ||||
Shares withheld for cost of options and tax withholding obligation | 561,667 | ||||
Class B Common Stock | Bonus Plan Incentive | |||||
Class of Stock [Line Items] | |||||
Shares exercised, net of shares withheld (in shares) | 79,961 | ||||
Shares withheld for cost of options and tax withholding obligation | 46,077 | ||||
Share-based compensation tax withholding payment | $ 2,037,000 | ||||
Shares exercised (in shares) | 126,038 | ||||
Class B Common Stock | Stock Option | |||||
Class of Stock [Line Items] | |||||
Shares exercised, net of shares withheld (in shares) | 1,263,121 | ||||
Shares withheld for cost of options and tax withholding obligation | 262,210 | ||||
Share-based compensation tax withholding payment | $ 7,158,000 | $ 1,341,000 | |||
Cash used to settle award | $ 1,751,000 | ||||
Class B Common Stock | Stock Option | Common Stock | |||||
Class of Stock [Line Items] | |||||
Cash used to settle award | $ 724,000 |
Common Stock - Schedule of Divi
Common Stock - Schedule of Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity [Abstract] | ||
Dividends declared (USD per share) | $ 0.03 | $ 0.03 |
Amount | $ 8,219 | $ 7,666 |
Common Stock- Global Employee S
Common Stock- Global Employee Stock Purchase Plan (Details) - Employee Stock - USD ($) $ in Thousands | Sep. 22, 2020 | Mar. 31, 2021 |
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 | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ 341,599 | $ 334,619 |
Other comprehensive (loss) income, before taxes | (9,153) | (5,069) |
Tax expense (benefit) | (8) | (7) |
Total other comprehensive loss, net of taxes | (9,161) | (5,076) |
Ending balance | 353,997 | 351,010 |
Accumulated Foreign Currency Adjustment Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (25,219) | (22,908) |
Other comprehensive (loss) income, before taxes | (9,182) | (5,085) |
Tax expense (benefit) | 0 | 0 |
Total other comprehensive loss, net of taxes | (9,182) | (5,085) |
Ending balance | (34,401) | (27,993) |
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (1,014) | (1,019) |
Other comprehensive (loss) income, before taxes | 29 | 16 |
Tax expense (benefit) | (8) | (7) |
Total other comprehensive loss, net of taxes | 21 | 9 |
Ending balance | (993) | (1,010) |
Accumulated other comprehensive loss | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (26,233) | (23,927) |
Total other comprehensive loss, net of taxes | (9,161) | (5,076) |
Ending balance | $ (35,394) | $ (29,003) |
Equity Awards and Instruments -
Equity Awards and Instruments - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | $ 9,068 | $ 1,653 | |
Stock-based compensation expense accrued | 6,279 | $ 6,835 | |
Cost of Revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | 243 | 96 | |
Cost of Revenues | Subscriptions and licenses | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | 89 | 28 | |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | 3,955 | 619 | |
Selling and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | 788 | 400 | |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | 3,993 | 510 | |
Stock option expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | 998 | 1,534 | |
Restricted stock and restricted stock units (“RSUs”) expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | 1,497 | 0 | |
Stock grants expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | 0 | 119 | |
Bonus Plan expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | 6,124 | 0 | |
ESPP expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total pre-tax expense | $ 449 | $ 0 |
Equity Awards and Instruments_2
Equity Awards and Instruments - Options Outstanding Rollforward (Details) - 2020 Incentive Award Plan - Stock Option $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance (in shares) | shares | 12,842,226 |
Exercised (in shares) | shares | (1,525,331) |
Canceled (in shares) | shares | (45,250) |
Ending balance (in shares) | shares | 11,271,645 |
Shares exercisable (in shares) | shares | 6,859,645 |
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 | $ 4.87 |
Exercised, weighted average exercise price (USD per share) | $ / shares | 4.23 |
Canceled, weighted average exercise price (USD per share) | $ / shares | 5.12 |
Ending balance, weighted average exercise price (USD per share) | $ / shares | 4.96 |
Weighted average exercise price, shares exercisable (USD per share) | $ / shares | $ 4.60 |
Weighted remaining contractual life (in years) | 1 year 11 months 4 days |
Shares outstanding, intrinsic value | $ | $ 473,067 |
Shares exercisable, weighted remaining contractual life (in years) | 1 year 6 months 7 days |
Shares exercisable, intrinsic value | $ | $ 290,383 |
Equity Awards and Instruments_3
Equity Awards and Instruments - Stock Options Narrative (Details) - Stock Option - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options exercised, intrinsic value | $ 61,267 | $ 8,143 |
Unrecognized compensation cost | $ 5,459 | |
Cost not yet recognized, period for recognition | 2 years 8 months 12 days | |
2020 Incentive Award Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Proceeds from stock options exercised | $ 1,751 | $ 724 |
Equity Awards and Instruments_4
Equity Awards and Instruments - Acquisition Options Narrative (Details) - Stock Option - Equity Incentive Plan - Class B Common Stock - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2021 | |
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 | |
Shares outstanding (in shares) | 900,000 | |
Shares outstanding, intrinsic value | $ 7,992 |
Equity Awards and Instruments_5
Equity Awards and Instruments - Restricted Stock and RSUs Activity (Details) - 2020 Incentive Award Plan - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock And Restricted Stock Units (RSUs) | ||
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) | 1,423,715 | |
Granted (in shares) | 9,000 | |
Vested (in shares) | (40,695) | |
Shares canceled (in shares) | (132,892) | |
Unvested, ending balance (in shares) | 1,259,128 | 1,423,715 |
Time-Based Restricted Stock and Restricted Stock Units (RSUs) | ||
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) | 1,263,193 | |
Granted (in shares) | 9,000 | |
Vested (in shares) | (5,765) | |
Shares canceled (in shares) | (7,300) | |
Unvested, ending balance (in shares) | 1,259,128 | 1,263,193 |
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) | $ 16.38 | |
Grant date fair value (USD per share) | 45.32 | |
Vested (USD per share) | 19.68 | |
Canceled (USD per share) | 15.48 | |
Unvested, ending balance (USD per share) | $ 16.57 | $ 16.38 |
Performance Based Restricted Stock And Restricted Stock Units (RSUs) | ||
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) | 160,522 | |
Granted (in shares) | 0 | |
Vested (in shares) | (34,930) | |
Shares canceled (in shares) | (125,592) | |
Unvested, ending balance (in shares) | 0 | 160,522 |
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) | $ 16.62 | |
Grant date fair value (USD per share) | 0 | |
Vested (USD per share) | 17.53 | |
Canceled (USD per share) | 16.36 | |
Unvested, ending balance (USD per share) | $ 0 | $ 16.62 |
Cash-Settled Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted (in shares) | 43,000 |
Equity Awards and Instruments_6
Equity Awards and Instruments - Restricted Stock and Restricted Stock Units Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value (USD per share) | $ 45.32 | ||
Granted (in shares) | 0 | ||
Restricted Stock | 2020 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | 0 | |
Performance Based Restricted Stock Units (RSUs), 2016 | Performance-Based Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Earned through dividends in period (in shares) | 14 | 124 | |
Performance Based Restricted Stock Units (RSUs), 2016 | 2020 Incentive Award Plan | Performance-Based Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Delivered in period (in shares) | 10,864 | 9,830 | |
Shares outstanding (in shares) | 20,190 | 31,040 | |
Restricted Stock And Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 9,000 | ||
Shares outstanding (in shares) | 1,259,128 | 1,423,715 | |
Shares withheld for tax withholding obligation (in shares) | 14,869 | 26,511 | |
Share-based compensation tax withholding payment | $ 708,000 | $ 121,000 | |
Time-Based Restricted Stock and Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value (USD per share) | $ 45.32 | ||
Granted (in shares) | 9,000 | ||
Shares outstanding (in shares) | 1,259,128 | 1,263,193 | |
Unrecognized compensation cost, excluding options | $ 18,560,000 | ||
Cost not yet recognized, period for recognition | 3 years 2 months 12 days | ||
Performance Based Restricted Stock And Restricted Stock Units (RSUs) | 2020 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value (USD per share) | $ 0 | ||
Granted (in shares) | 0 | ||
Shares outstanding (in shares) | 0 | 160,522 | |
Unrecognized compensation cost, excluding options | $ 0 |
Equity Awards and Instruments_7
Equity Awards and Instruments - Stock Grants Narrative (Details) - Class B Common Stock - 2020 Incentive Award Plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fully vested shares granted (in shares) | 0 | 10,951 |
Fully vested shares granted | $ 119 |
Equity Awards and Instruments_8
Equity Awards and Instruments - Equity Awards Subsequent To March 31, 2021 Narrative (Details) - 2020 Incentive Award Plan $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Time-Based Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 493,808 |
Performance Based Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 99,808 |
Unrecognized compensation cost, excluding options | $ | $ 30,000 |
Cost not yet recognized, period for recognition | 3 years 6 months |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 10,358 | $ 7,176 |
Discrete tax benefit | $ 7,485 | $ 1,142 |
Effective income tax rate | 15.30% | 19.30% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | |
Convertible Debt | 2026 Notes | Level 2 | ||
Derivative [Line Items] | ||
Long-term debt, fair value | $ 714,557,000 | |
Interest Rate Swap | Other Nonoperating Income (Expense) | ||
Derivative [Line Items] | ||
Derivative instruments not designated as hedging instruments, gain | 13,661,000 | |
Interest Rate Swap | Interest Expense | ||
Derivative [Line Items] | ||
Derivative payments | $ 301,000 | |
Interest Rate Swap | Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional amount | $ 200,000,000 | |
Term of contract (in years) | 10 years |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Accruals and other current liabilities | $ 3,093 | $ 2,884 |
Fair Value, Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total assets | 48,340 | 35,043 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Acquisition contingent consideration | 4,785 | 4,299 |
Deferred compensation plan | 2,757 | 2,591 |
Cash-settled equity awards | 351 | 195 |
Total liabilities | 7,893 | 7,085 |
Accruals and other current liabilities | 3,093 | 2,884 |
Deferred compensation plan, current | 176 | 169 |
Fair Value, Recurring | Money Market Funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 34,329 | 34,696 |
Fair Value, Recurring | Interest Rate Swap | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest rate swap | 14,011 | 347 |
Level 1 | Fair Value, Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total assets | 34,329 | 34,696 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Acquisition contingent consideration | 0 | 0 |
Deferred compensation plan | 2,757 | 2,591 |
Cash-settled equity awards | 351 | 195 |
Total liabilities | 3,108 | 2,786 |
Level 1 | Fair Value, Recurring | Money Market Funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 34,329 | 34,696 |
Level 1 | Fair Value, Recurring | Interest Rate Swap | ||
Assets, Fair Value Disclosure [Abstract] | ||
Interest rate swap | 0 | 0 |
Level 2 | Fair Value, Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total assets | 14,011 | 347 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Acquisition contingent consideration | 0 | 0 |
Deferred compensation plan | 0 | 0 |
Cash-settled equity awards | 0 | 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 | 14,011 | 347 |
Level 3 | Fair Value, Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Acquisition contingent consideration | 4,785 | 4,299 |
Deferred compensation plan | 0 | 0 |
Cash-settled equity awards | 0 | 0 |
Total liabilities | 4,785 | 4,299 |
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 | $ 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 | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of year | $ 4,299 | $ 6,599 |
Payments | (25) | (3,425) |
Addition | 549 | 2,380 |
Change in fair value | 0 | (1,340) |
Foreign currency translation adjustments | (38) | $ 85 |
Balance, end of period | $ 4,785 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Hosted Software Solutions | |
Long-term Purchase Commitment [Line Items] | |
Long-term purchase commitment, amount | $ 75,233 |
Geographic Data (Details)
Geographic Data (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 123,155 | $ 120,169 |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 59,451 | 50,306 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 50,056 | 56,322 |
APAC | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 13,648 | $ 13,541 |
Interest Expense, Net (Details)
Interest Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Interest expense | $ (2,401) | $ (1,690) |
Interest income | 82 | 302 |
Interest expense, net | $ (2,319) | $ (1,388) |
Other Income (Expense), Net - S
Other Income (Expense), Net - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Foreign exchange gain (loss), unrealized | $ 792 | $ (8,781) |
Other income (expense), net | 13,690 | 1,391 |
Total other income (expense), net | 14,482 | (7,390) |
Foreign exchange gain (loss), unrealized, intercompany | 480 | (6,777) |
Gain on change in fair value of interest rate swaps | 13,661 | |
Change in fair value of contingent consideration | $ 0 | $ (1,390) |
Realignment Costs - Narrative (
Realignment Costs - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
2020 Strategic Realignment Program | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 10,046 |
Realignment Costs - Realignment
Realignment Costs - Realignment Activities Rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance, December 31, 2020 | $ 6,240 |
Payments | (3,729) |
Adjustments | (131) |
Balance, March 31, 2021 | $ 2,380 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Participating securities outstanding (in shares) | 0 | 0 |
Shares excluded from the computation of diluted net income per share attributable to common stockholders (in shares) | 6,714 | 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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator [Abstract] | ||
Net income | $ 57,006 | $ 29,669 |
Less: Net income attributable to participating securities | 0 | 0 |
Net income attributable to Class A and Class B common stockholders, basic | 57,006 | 29,669 |
Net income attributable to Class A and Class B common stockholders, diluted | $ 57,136 | $ 29,669 |
Denominator [Abstract] | ||
Weighted average shares, basic (in shares) | 302,583,452 | 285,486,972 |
Effect of dilutive securities (in shares) | 11,388,113 | 6,891,655 |
Dilutive effect of ESPP | 114,364 | 0 |
Dilutive effect of assumed conversion of 2026 Notes | 7,650,720 | 0 |
Denominator for dilutive net income per share (in shares) | 321,736,649 | 292,378,627 |
Net income per share, basic (USD per share) | $ 0.19 | $ 0.10 |
Net income per share, diluted (USD per share) | $ 0.18 | $ 0.10 |
Convertible Debt | ||
Numerator [Abstract] | ||
Add: Interest expense, net of tax, attributable to assumed conversion of 2026 Notes | $ 808 | $ 0 |
Convertible Debt | 2026 Notes | ||
Numerator [Abstract] | ||
Add: Interest expense, net of tax, attributable to assumed conversion of 2026 Notes | $ 130 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted net income per share attributable to common stockholders (in shares) | 6,714 | 0 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from the computation of diluted net income per share attributable to common stockholders (in shares) | 6,714 | 0 |