8-K
Bentley Systems Inc (BSY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2025
___________________________________
BENTLEY SYSTEMS, INCORPORATED
(Exact name of registrant as specified in its charter)
___________________________________
| Delaware | 001-39548 | 95-3936623 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 685 Stockton Drive | ||
| Exton, Pennsylvania | 19341 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (610) 458-5000
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Class B Common Stock, $0.01 Par Value | BSY | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2025, Bentley Systems, Incorporated (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of the release is furnished as Exhibit 99.1 and incorporated by reference herein. Exhibit 99.2 sets forth the reasons the Company believes that presentation of the non-GAAP financial measures contained in the press release provides useful information to investors regarding the Company’s results of operations and financial condition. To the extent material, Exhibit 99.2 also discloses the additional purposes, if any, for which the Company’s management uses these non-GAAP financial measures. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are included in the press release itself.
The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated November 5, 2025 |
| 99.2 | Explanation of Non-GAAP and Other Financial Measures |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Bentley Systems, Incorporated | ||
|---|---|---|
| Date: November 5, 2025 | By: | /s/ WERNER ANDRE |
| Name: | Werner Andre | |
| Title: | Chief Financial Officer |
Document
Exhibit 99.1
Bentley Systems Announces Third Quarter 2025 Results
EXTON, PA – November 5, 2025 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced results for the quarter ended September 30, 2025.
Third Quarter 2025 Results
•Total revenues were $375.5 million, up 12.0% or 10.6% on a constant currency basis, year-over-year;
•Subscriptions revenues were $344.3 million, up 13.5% or 12.1% on a constant currency basis, year-over-year;
•Annualized Recurring Revenues (“ARR”) were $1,405.2 million as of September 30, 2025, compared to $1,270.7 million as of September 30, 2024, representing a constant currency ARR growth rate of 10.5%;
•Last twelve-month recurring revenues dollar-based net retention rate was 109%, consistent with the same period last year;
•Operating income margin was 22.5%, compared to 20.5% for the same period last year;
•Adjusted operating income less stock-based compensation expense (“AOI less SBC”) margin was 27.7%, compared to 26.7% for the same period last year;
•Net income per diluted share was $0.18, compared to $0.13 for the same period last year;
•Adjusted net income per diluted share (“Adjusted EPS”) was $0.27, compared to $0.24 for the same period last year;
•Cash flows from operations was $116.4 million, compared to $86.1 million for the same period last year; and
•Free cash flow was $110.7 million, compared to $84.3 million for the same period last year.
Nine Months Ended September 30, 2025 Results
•Total revenues were $1,110.2 million, up 10.7% or 10.3% on a constant currency basis, year-over-year;
•Subscriptions revenues were $1,020.1 million, up 12.4% or 12.0% on a constant currency basis, year-over-year;
•Operating income margin was 25.6%, compared to 24.0% for the same period last year;
•AOI less SBC margin was 30.2%, compared to 29.6% for the same period last year;
•Net income per diluted share was $0.67, compared to $0.57 for the same period last year;
•Adjusted EPS was $0.94, compared to $0.86 for the same period last year;
•Cash flows from operations was $396.9 million, compared to $353.7 million for the same period last year; and
•Free cash flow was $384.0 million, compared to $345.2 million for the same period last year.
Executive Chair Greg Bentley said, “To start with, I commend our management for 25Q3 execution which continues the steady progression within our annual outlook. But of greater significance, I think: our product announcements during the quarter, and ongoing strategic developments for Infrastructure AI advancement, create new opportunities to creatively broaden consumption and value generation of our software and cloud services. As we augment our traditional attended consumption with emerging programmatic A(P)I consumption, and when asset consumption reaches critical mass, our accounts (and, prospects) also have much to gain.”
CEO Nicholas Cumins said, “AI was top of mind at our Year in Infrastructure conference, where we engaged with industry leaders on its potential to help close the engineering capacity gap and deliver the infrastructure the world needs. Our Going Digital Award submissions illustrated how users are already applying AI in meaningful ways, and we unveiled new AI capabilities across our portfolio—underscoring Bentley’s comprehensive and principled approach to Infrastructure AI. We are excited about the long-term opportunity AI represents for our users and for Bentley.
“Our third quarter results reflected strong execution and consistent growth drivers across commercial models, regions, and infrastructure sectors. Demand for infrastructure engineering remains robust, and project pipelines are full.”
CFO Werner Andre said, “Solid 25Q3 results, in line with our expectations, position us well with respect to our full-year financial outlook. Year-over-year, we achieved constant-currency ARR growth of 10.5%, while our mainstay subscription revenue, now 92% of total revenues, grew 12% in constant currency. Our strong margin and cash flow performance for the quarter, and for 2025 to date, puts us on track for another year of purposeful compounding for both of those metrics. Along with addressing our maturing convertible debt, our balance sheet strength and reliable cash flow generation provide sufficient capacity for stock repurchases to offset stock-based compensation dilution, our modest dividend, and to support long-term growth including potential acquisitions.”
Call Details
Bentley Systems will host a live Zoom video webinar on November 5, 2025 at 8:15 a.m. EST to discuss results for its third quarter ended September 30, 2025.
Those wishing to participate should access the live Zoom video webinar of the event through a direct registration link at https://bentley-com.zoom.us/webinar/register/WN_kr3zivJeRfe-VQRmhqTGKg#/registration. Alternatively, the event can be accessed from the Events & Presentations page on Bentley Systems’ Investor Relations website at https://investors.bentley.com. In addition, a replay and transcript will be available after the conclusion of the live event on Bentley Systems’ Investor Relations website for one year.
Non-GAAP Financial Measures
In this press release, we sometimes refer to financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these measures are considered non-GAAP financial measures under the United States Securities and Exchange Commission (“SEC”) regulations. Those rules require the supplemental explanations and reconciliations that are in Bentley Systems’ Form 8-K (Quarterly Earnings Release) furnished to the SEC.
Forward-Looking Statements
This press release includes forward-looking statements regarding the future results of operations and financial condition, business strategy, and plans and objectives for future operations of Bentley Systems, Incorporated (the “Company,” “we,” “us,” and words of similar import). All such statements contained in this press release, other than statements of historical facts, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations, projections, and assumptions about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, and there are a significant number of factors that could cause actual results to differ materially from statements made in this press release including: adverse changes in global economic and/or political conditions; the impact of tariffs and related policies on our business and the businesses of the industries we serve; the impact of current and future sanctions, embargoes and other similar laws at the state and/or federal level that impose restrictions on our counterparties or upon our ability to operate our business within the subject jurisdictions; political, economic, regulatory and public health and safety risks and uncertainties in the countries and regions in which we operate; failure to retain personnel necessary for the operation of our business or those that we acquire; failure to effectively manage succession; changes in the industries in which our accounts operate; the competitive environment in which we operate; the quality of our products; our ability to develop and market new products to address our accounts’ rapidly changing technological needs; changes in capital markets and our ability to access financing on terms satisfactory to us or at all; the impact of changing or uncertain interest rates on us and on the industries we serve; our ability to integrate acquired businesses successfully; and our ability to identify and consummate future investments and/or acquisitions on terms satisfactory to us or at all.
Further information on potential factors that could affect the financial results of the Company are included in the Company’s Form 10‑K and subsequent Form 10‑Qs, which are on file with the SEC. The Company disclaims any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
About Bentley Systems
Around the world, infrastructure professionals rely on software from Bentley Systems to help them design, build, and operate better and more resilient infrastructure for transportation, water, energy, cities, and more. Founded in 1984 by engineers for engineers, Bentley is the partner of choice for engineering firms and owner-operators worldwide, with software that spans engineering disciplines, industry sectors, and all phases of the infrastructure lifecycle. Through our digital twin solutions, we help infrastructure professionals unlock the value of their data to transform project delivery and asset performance.
© 2025 Bentley Systems, Incorporated. Bentley, and the Bentley logo are either registered or unregistered trademarks or service marks of Bentley Systems, Incorporated or one of its direct or indirect wholly owned subsidiaries. All other brands and product names are trademarks of their respective owners.
For more information, contact:
Investors: Eric Boyer, IR@bentley.com
BENTLEY SYSTEMS, INCORPORATED
Consolidated Balance Sheets
(in thousands)
(unaudited)
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 165,411 | $ | 64,009 |
| Accounts receivable | 293,942 | 322,862 | ||
| Allowance for doubtful accounts | (7,776) | (8,395) | ||
| Prepaid income taxes | 17,337 | 13,066 | ||
| Prepaid and other current assets | 57,916 | 50,531 | ||
| Total current assets | 526,830 | 442,073 | ||
| Property and equipment, net | 35,176 | 33,798 | ||
| Operating lease right-of-use assets | 31,099 | 32,303 | ||
| Intangible assets, net | 181,022 | 213,959 | ||
| Goodwill | 2,410,308 | 2,367,179 | ||
| Investments | 27,690 | 25,764 | ||
| Deferred income taxes | 176,376 | 198,286 | ||
| Other assets | 75,947 | 86,445 | ||
| Total assets | $ | 3,464,448 | $ | 3,399,807 |
| Liabilities and Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 17,841 | $ | 16,479 |
| Accruals and other current liabilities | 158,299 | 169,522 | ||
| Cloud Services Subscription deposits | 427,750 | 366,895 | ||
| Deferred revenues | 234,824 | 245,729 | ||
| Operating lease liabilities | 11,797 | 11,656 | ||
| Income taxes payable | 9,944 | 4,053 | ||
| Current portion of long-term debt | — | — | ||
| Total current liabilities | 860,455 | 814,334 | ||
| Long-term debt | 1,247,378 | 1,388,088 | ||
| Deferred compensation plan liabilities | 104,857 | 96,684 | ||
| Long-term operating lease liabilities | 24,072 | 26,894 | ||
| Deferred revenues | 17,904 | 16,641 | ||
| Deferred income taxes | 9,350 | 8,612 | ||
| Income taxes payable | — | 3,615 | ||
| Other liabilities | 5,082 | 3,819 | ||
| Total liabilities | 2,269,098 | 2,358,687 | ||
| Equity: | ||||
| Common stock | 3,034 | 3,020 | ||
| Additional paid-in capital | 1,283,584 | 1,217,986 | ||
| Accumulated other comprehensive loss | (77,445) | (104,078) | ||
| Accumulated deficit | (13,870) | (75,941) | ||
| Total Bentley Systems stockholders’ equity | 1,195,303 | 1,040,987 | ||
| Noncontrolling interest | 47 | 133 | ||
| Total equity | 1,195,350 | 1,041,120 | ||
| Total liabilities and equity | $ | 3,464,448 | $ | 3,399,807 |
BENTLEY SYSTEMS, INCORPORATED
Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenues: | ||||||||
| Subscriptions | $ | 344,293 | $ | 303,239 | $ | 1,020,063 | $ | 907,772 |
| Perpetual licenses | 10,913 | 11,274 | 31,898 | 31,649 | ||||
| Subscriptions and licenses | 355,206 | 314,513 | 1,051,961 | 939,421 | ||||
| Services | 20,343 | 20,660 | 58,236 | 63,852 | ||||
| Total revenues | 375,549 | 335,173 | 1,110,197 | 1,003,273 | ||||
| Cost of revenues: | ||||||||
| Cost of subscriptions and licenses | 53,824 | 44,220 | 148,080 | 126,870 | ||||
| Cost of services | 18,371 | 20,612 | 58,550 | 62,985 | ||||
| Total cost of revenues | 72,195 | 64,832 | 206,630 | 189,855 | ||||
| Gross profit | 303,354 | 270,341 | 903,567 | 813,418 | ||||
| Operating expenses: | ||||||||
| Research and development | 78,751 | 70,068 | 226,586 | 204,148 | ||||
| Selling and marketing | 72,107 | 64,940 | 205,039 | 176,455 | ||||
| General and administrative | 53,818 | 51,359 | 150,903 | 152,695 | ||||
| Deferred compensation plan | 6,033 | 6,983 | 12,371 | 13,665 | ||||
| Amortization of purchased intangibles | 8,148 | 8,361 | 24,557 | 25,717 | ||||
| Total operating expenses | 218,857 | 201,711 | 619,456 | 572,680 | ||||
| Income from operations | 84,497 | 68,630 | 284,111 | 240,738 | ||||
| Interest expense, net | (2,727) | (4,669) | (10,054) | (16,289) | ||||
| Other income (expense), net | 1,937 | (5,087) | 790 | 4,330 | ||||
| Income before income taxes | 83,707 | 58,874 | 274,847 | 228,779 | ||||
| Provision for income taxes | (26,256) | (16,522) | (55,620) | (44,099) | ||||
| Equity in net (losses) income of investees, net of tax | (162) | (14) | (100) | 14 | ||||
| Net income | 57,289 | 42,338 | 219,127 | 184,694 | ||||
| Less: Net income (loss) attributable to noncontrolling interest | (84) | — | (96) | — | ||||
| Net income attributable to Bentley Systems | $ | 57,373 | $ | 42,338 | $ | 219,223 | $ | 184,694 |
| Net income per share attributable to Bentley Systems stockholders: | ||||||||
| Basic | $ | 0.18 | $ | 0.13 | $ | 0.70 | $ | 0.59 |
| Diluted | $ | 0.18 | $ | 0.13 | $ | 0.67 | $ | 0.57 |
| Weighted average shares: | ||||||||
| Basic | 314,626,191 | 315,207,216 | 314,826,779 | 314,820,679 | ||||
| Diluted | 333,277,478 | 333,789,636 | 333,214,695 | 333,724,425 |
BENTLEY SYSTEMS, INCORPORATED
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | ||||
| 2025 | 2024 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 219,127 | $ | 184,694 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation, amortization, and impairment | 50,125 | 48,397 | ||
| Deferred income taxes | 23,339 | 7,056 | ||
| Stock-based compensation expense | 55,037 | 57,856 | ||
| Deferred compensation plan | 12,371 | 13,665 | ||
| Amortization of deferred debt issuance costs | 5,682 | 5,554 | ||
| Change in fair value of derivative | 9,293 | 5,570 | ||
| Foreign currency remeasurement loss (gain) | 1,194 | (126) | ||
| Other | (1,154) | (1,733) | ||
| Changes in assets and liabilities, net of effect from acquisitions: | ||||
| Accounts receivable | 40,813 | 34,588 | ||
| Prepaid and other assets | 2,128 | (9,952) | ||
| Accounts payable, accruals, and other liabilities | (36,984) | (20,984) | ||
| Cloud Services Subscription deposits | 42,359 | 57,340 | ||
| Deferred revenues | (24,369) | (31,512) | ||
| Income taxes payable, net of prepaid income taxes | (2,085) | 3,247 | ||
| Net cash provided by operating activities | 396,876 | 353,660 | ||
| Cash flows from investing activities: | ||||
| Purchases of property and equipment and investment in capitalized software | (12,836) | (8,499) | ||
| Acquisitions, net of cash acquired | — | (128,774) | ||
| Purchases of investments | (938) | (807) | ||
| Other | — | 2,400 | ||
| Net cash used in investing activities | (13,774) | (135,680) | ||
| Cash flows from financing activities: | ||||
| Proceeds from credit facilities | 258,750 | 233,281 | ||
| Payments of credit facilities | (394,065) | (207,608) | ||
| Repurchase of convertible senior notes | (9,797) | — | ||
| Repayments of term loan | — | (140,000) | ||
| Payments of contingent and non-contingent consideration | (310) | (3,022) | ||
| Payments of dividends | (63,756) | (53,985) | ||
| Proceeds from stock purchases under employee stock purchase plan | 11,534 | 11,228 | ||
| Proceeds from exercise of stock options | — | 4,007 | ||
| Payments for shares acquired including shares withheld for taxes | (28,382) | (11,199) | ||
| Repurchases of Class B common stock under approved program | (65,029) | (45,769) | ||
| Other | (152) | (151) | ||
| Net cash used in financing activities | (291,207) | (213,218) | ||
| Effect of exchange rate changes on cash and cash equivalents | 9,507 | (999) | ||
| Increase in cash and cash equivalents | 101,402 | 3,763 | ||
| Cash and cash equivalents, beginning of period | 64,009 | 68,412 | ||
| Cash and cash equivalents, end of period | $ | 165,411 | $ | 72,175 |
BENTLEY SYSTEMS, INCORPORATED
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except share and per share data)
(unaudited)
Reconciliation of operating income to AOI less SBC and to Adjusted operating income:
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Operating income | $ | 84,497 | $ | 68,630 | $ | 284,111 | $ | 240,738 |
| Amortization of purchased intangibles | 11,339 | 11,448 | 34,188 | 35,159 | ||||
| Deferred compensation plan | 6,033 | 6,983 | 12,371 | 13,665 | ||||
| Acquisition expenses | 2,157 | 2,454 | 4,799 | 6,782 | ||||
| Realignment expenses | — | 9 | — | 818 | ||||
| AOI less SBC | 104,026 | 89,524 | 335,469 | 297,162 | ||||
| Stock-based compensation expense | 17,873 | 15,895 | 54,497 | 57,088 | ||||
| Adjusted operating income | $ | 121,899 | $ | 105,419 | $ | 389,966 | $ | 354,250 |
Reconciliation of net income attributable to Bentley Systems to Adjusted net income:
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| EPS(1) | EPS(1) | EPS(1) | EPS(1) | |||||||||
| Net income attributable to Bentley Systems | $ | 0.18 | $ | 0.13 | $ | 0.67 | $ | 0.57 | ||||
| Non-GAAP adjustments, prior to income taxes: | ||||||||||||
| Amortization of purchased intangibles | 11,339 | 0.03 | 11,448 | 0.03 | 34,188 | 0.10 | 35,159 | 0.11 | ||||
| Stock-based compensation expense | 17,873 | 0.05 | 15,895 | 0.05 | 54,497 | 0.16 | 57,088 | 0.17 | ||||
| Deferred compensation plan | 6,033 | 0.02 | 6,983 | 0.02 | 12,371 | 0.04 | 13,665 | 0.04 | ||||
| Acquisition expenses | 2,157 | 0.01 | 2,454 | 0.01 | 4,799 | 0.01 | 6,782 | 0.02 | ||||
| Realignment expenses | — | — | 9 | — | — | — | 818 | — | ||||
| Other (income) expense, net | (1,937) | (0.01) | 5,087 | 0.02 | (790) | — | (4,330) | (0.01) | ||||
| Total non-GAAP adjustments, prior to income taxes | 35,465 | 0.11 | 41,876 | 0.13 | 105,065 | 0.32 | 109,182 | 0.33 | ||||
| Income tax effect of non-GAAP adjustments | (4,842) | (0.01) | (6,756) | (0.02) | (16,175) | (0.05) | (11,600) | (0.03) | ||||
| Equity in net losses (income) of investees, net of tax | 162 | — | 14 | — | 100 | — | (14) | — | ||||
| Adjusted net income(2) | $ | 0.27 | $ | 0.24 | $ | 0.94 | $ | 0.86 | ||||
| Adjusted diluted weighted average shares | 333,277,478 | 333,789,636 | 333,214,695 | 333,724,425 |
All values are in US Dollars.
(1)Adjusted EPS was computed independently for each reconciling item presented; therefore, the sum of Adjusted EPS for each line item may not equal total Adjusted EPS due to rounding.
(2)Adjusted EPS numerator includes $1,721 and $1,723 for the three months ended September 30, 2025 and 2024, respectively, and $5,005 and $5,164 for the nine months ended September 30, 2025 and 2024, respectively, related to interest expense, net of tax, attributable to the convertible senior notes using the if‑converted method.
Reconciliation of cash flows from operations to free cash flow:
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Cash flows from operations | $ | 116,376 | $ | 86,105 | $ | 396,876 | $ | 353,660 |
| Purchases of property and equipment and investment in capitalized software | (5,701) | (1,810) | (12,836) | (8,499) | ||||
| Free cash flow | $ | 110,675 | $ | 84,295 | $ | 384,040 | $ | 345,161 |
Reconciliation of cash flows from operations to Adjusted EBITDA:
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Cash flows from operations | $ | 116,376 | $ | 86,105 | $ | 396,876 | $ | 353,660 |
| Cash interest | 2,520 | 3,424 | 5,844 | 12,130 | ||||
| Cash taxes | 4,320 | 10,176 | 34,027 | 33,023 | ||||
| Cash deferred compensation plan distributions | — | — | 3,766 | 2,436 | ||||
| Cash acquisition expenses | 4,902 | 1,829 | 9,354 | 5,571 | ||||
| Cash realignment costs | — | 1,118 | — | 12,606 | ||||
| Changes in operating assets and liabilities | 3,512 | 9,801 | (37,039) | (44,718) | ||||
| Other(1) | (1,908) | (2,452) | (5,646) | (7,220) | ||||
| Adjusted EBITDA | $ | 129,722 | $ | 110,001 | $ | 407,182 | $ | 367,488 |
(1) Includes receipts related to interest rate swap.
Reconciliation of total revenues and subscriptions revenues to total revenues and subscriptions revenues in constant currency:
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | |||||||
| Total revenues | $ | 375,549 | $ | (4,553) | $ | 370,996 | $ | 335,173 | $ | 197 | $ | 335,370 |
| Subscriptions revenues | $ | 344,293 | $ | (4,233) | $ | 340,060 | $ | 303,239 | $ | 212 | $ | 303,451 |
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | Actual | Impact of Foreign Exchange at 2024 Rates | Constant Currency | |||||||
| Total revenues | $ | 1,110,197 | $ | (4,379) | $ | 1,105,818 | $ | 1,003,273 | $ | (480) | $ | 1,002,793 |
| Subscriptions revenues | $ | 1,020,063 | $ | (4,091) | $ | 1,015,972 | $ | 907,772 | $ | (461) | $ | 907,311 |
Document
Exhibit 99.2
Explanation of Non-GAAP and Other Financial Measures
This Exhibit 99.2 to the accompanying Current Report on Form 8-K for Bentley Systems, Incorporated (“Bentley Systems,” the “Company,” “we,” “our,” and words of similar import) sets forth the reasons we believe that presentation of financial measures not in accordance with GAAP contained in this press release filed as Exhibit 99.1 to the Current Report on Form 8-K provides useful information to investors regarding our results of operations, financial condition, and liquidity. To the extent material, this Exhibit also discloses the additional purposes, if any, for which our management uses these non‑GAAP financial measures. Reconciliations between these non‑GAAP financial measures to their most directly comparable GAAP financial measures are included in this press release itself. Non‑GAAP financial information should be considered in addition to, not as a substitute for, or in isolation from, the financial information prepared in accordance with GAAP, including operating income, net income, diluted net income per share attributable to Bentley Systems stockholders, cash flow from operations or other measures of performance or liquidity, and should be read in conjunction with the financial statements included in our Quarterly Report on Form 10‑Q to be filed with the United States Securities and Exchange Commission.
Our non‑GAAP and other financial measures may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies.
Constant currency
Constant currency and constant currency growth rates are non-GAAP financial measures that present our results of operations excluding the estimated effects of foreign currency exchange rate fluctuations. A significant amount of our operations is conducted in foreign currencies. As a result, the comparability of the financial results reported in U.S. dollars is affected by changes in foreign currency exchange rates. We use constant currency and constant currency growth rates to evaluate the underlying performance of the business, and we believe it is helpful for investors to present operating results on a comparable basis period over period to evaluate its underlying performance.
In reporting period‑over‑period results, except for ARR as discussed further below, we calculate the effects of foreign currency fluctuations and constant currency information by translating current and prior period results on a transactional basis to our reporting currency using prior period average foreign currency exchange rates in which the transactions occurred.
Recurring revenues
Recurring revenues are the basis for our other revenue-related key business metrics. We believe this measure is useful in evaluating our ability to consistently retain and grow our revenues from accounts with revenues in the prior period (“existing accounts”).
Recurring revenues are subscriptions revenues that recur monthly, quarterly, or annually with specific or automatic renewal clauses and professional services revenues in which the underlying contract is based on a fixed fee and contains automatic annual renewal provisions.
Annualized recurring revenues (“ARR”)
ARR is a key business metric that we believe is useful in evaluating the scale and growth of our business as well as to assist in the evaluation of underlying trends in our business. Furthermore, we believe ARR, considered in connection with our last twelve‑month recurring revenues dollar‑based net retention rate, is a leading indicator of revenue growth.
ARR is defined as the sum of the annualized value of our portfolio of contracts that produce recurring revenues as of the last day of the reporting period, and the annualized value of the last three months of recognized revenues for our contractually recurring consumption‑based software subscriptions with consumption measurement durations of less than one year, calculated using the spot foreign currency exchange rates. We believe that the last three months of recognized revenues, on an annualized basis, for our recurring software subscriptions with consumption measurement period durations of less than one year is a reasonable estimate of the annual revenues, given our consistently high retention rate and stability of usage under such subscriptions.
Constant currency ARR growth rate is the growth rate of ARR measured on a constant currency basis. In reporting period‑over‑period ARR growth rates in constant currency, we calculate constant currency growth rates by translating current and prior period ARR on a transactional basis to our reporting currency using current year budget exchange rates. Constant currency ARR growth rate from business performance excludes the ARR onboarding of our platform acquisitions and includes the impact from the ARR onboarding of programmatic acquisitions, which generally are immaterial, individually and in the aggregate. We believe these ARR growth rates are important metrics indicating the scale and growth of our business.
Last twelve‑month recurring revenues dollar‑based net retention rate
Last twelve‑month recurring revenues dollar‑based net retention rate is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues.
Last twelve‑month recurring revenues dollar‑based net retention rate is calculated, using the average exchange rates for the prior period, as follows: the recurring revenues for the current period, including any growth or reductions from existing accounts, but excluding recurring revenues from any new accounts added during the current period, divided by the total recurring revenues from all accounts during the prior period. A period is defined as any trailing twelve months. Related to our platform acquisitions, recurring revenues into new accounts will be captured as existing accounts starting with the second anniversary of the acquisition when such data conforms to the calculation methodology. This may cause variability in the comparison.
Adjusted operating income less stock-based compensation expense (“AOI less SBC”)
AOI less SBC is a non-GAAP financial measure and is used to measure the operational strength and performance of our business, as well as to assist in the evaluation of underlying trends in our business.
AOI less SBC is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, and realignment expenses (income), for the respective periods.
AOI less SBC is our primary performance measure, which excludes certain expenses and charges, including the non-cash amortization expense resulting from the acquisition of intangible assets, as we believe these may not be indicative of the Company’s core business operating results. We intentionally include stock-based compensation expense in this measure as we believe it better captures the economic costs of our business.
Management uses this non-GAAP financial measure to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, to evaluate financial performance, and in our comparison of our financial results to those of other companies. It is also a significant performance measure in certain of our executive incentive compensation programs.
AOI less SBC margin is calculated by dividing AOI less SBC by total revenues.
Adjusted operating income (“AOI”)
Adjusted operating income is a non-GAAP financial measure that we believe is useful to investors in making comparisons to other companies, although this measure may not be directly comparable to similar measures used by other companies.
Adjusted operating income is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, realignment expenses (income), and stock‑based compensation expense, for the respective periods.
Adjusted net income and Adjusted EPS
Adjusted net income and Adjusted EPS are non-GAAP financial measures presenting the earnings generated by our ongoing operations that we believe is useful to investors in making meaningful comparisons to other companies, although these measures may not be directly comparable to similar measures used by other companies, and period-over-period comparisons.
Adjusted net income is defined as net income attributable to Bentley Systems adjusted for the following: amortization of purchased intangibles, stock‑based compensation expense, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, realignment expenses (income), other non‑operating (income) expense, net, the tax effect of the above adjustments to net income, and equity in net (income) losses of investees, net of tax, for the respective periods. The income tax effect of non‑GAAP adjustments was determined using the applicable rates in the taxing jurisdictions in which income or expense occurred, and represent both current and deferred income tax expense or benefit based on the nature of the non‑GAAP adjustments, including the tax effects of non‑cash stock‑based compensation expense.
Adjusted EPS is calculated as Adjusted net income, less net income attributable to Bentley Systems allocated to participating securities, plus interest expense, net of tax, attributable to the convertible senior notes using the if‑converted method, if applicable, (numerator) divided by Adjusted diluted weighted average shares (denominator). Adjusted diluted weighted average shares is calculated by adding incremental shares related to the dilutive effect of convertible senior notes using the if‑converted method, if applicable, to diluted weighted average shares.
Free cash flow
Free cash flow is a non-GAAP financial measure and our primary liquidity measure that we believe provides a meaningful measure of liquidity and a useful basis for assessing our ability to service our debt obligations, make strategic acquisitions and investments, and return capital to investors through dividends and stock repurchases. Additionally, we believe free cash flow is useful to investors as a basis for comparing our results with other companies in our industries, although our measure of free cash flow may not be directly comparable to similar measures used by other companies. Free cash flow has certain limitations, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary payments, such as mandatory debt repayments, are not deducted from the measure.
Free cash flow is defined as cash flows from operations less purchases of property and equipment and investment in capitalized software.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we believe provides a meaningful measure of liquidity and a useful basis for assessing our ability to repay debt, make strategic acquisitions and investments, and return capital to investors.
Adjusted EBITDA is defined as cash flow from operations adjusted for the following: cash interest, cash taxes, cash deferred compensation plan distributions, cash acquisition expenses, cash realignment costs, changes in operating assets and liabilities, and other cash items (such as those related to our interest rate swap). From time to time, we may exclude from Adjusted EBITDA the impact of certain cash receipts or payments that affect period-to-period comparability.