12 unchanged sentences
Our management has concluded that, as of December 31, 2022, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: The Company acquired Seequent Holdings Limited (“Seequent”) in June 2021.
−Removed: As permitted by the U.S.
−Removed: Securities and Exchange Commission staff interpretative guidance for newly acquired businesses, the Company excluded Seequent from management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.
−Removed: Seequent’s total assets and total revenues represent approximately 1.8% and 5.6%, respectively, of the Company’s total assets and total revenues, as of and for the year ended December 31, 2021.
Our independent registered public accounting firm, KPMG LLP, has issued an audit report on our internal control over financial reporting, which is included in Part II, Item 8 of this Annual Report on Form 10‑K.
Changes in Internal Control over Financial Reporting
−Removed: During the quarter ended December 31, 2021, management identified and remediated a material weakness in internal control over financial reporting related to user access controls to adequately restrict user and privileged access over certain information technology systems that support our financial reporting processes and to ensure appropriate segregation of duties.
−Removed: No misstatement arose as a result of this deficiency.
−Removed: Except for the foregoing, there was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a or 15d of the Exchange Act that occurred during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a or 15d of the Exchange Act that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information
+Added: On February 22, 2023, the sustainability committee (the “Committee”) of the Company’s board of directors, pursuant to the authority delegated to it by the board of directors, approved a policy to provide for the immediate and fully accelerated vesting of equity awards granted under the Company’s 2020 Omnibus Incentive Plan (the “Plan”) in the event of an award holder’s termination of employment following a Change in Control (as defined in the Plan) as described more fully below.
+Added: Pursuant to this policy, if a Qualifying Termination (as defined below) occurs during the period beginning 120 days prior to the date of a Change in Control and ending on the first anniversary of such Change in Control, then immediate and fully accelerated vesting of all of such award holder’s outstanding unvested equity awards granted under the Plan and that are assumed in connection with the Change in Control will occur.
+Added: If the award is subject to performance-based vesting conditions that continue to apply following the Change in Control, then vesting will occur at the target level (i.e., 100%) of performance.
+Added: For the purposes of this policy:
+Added: • A “Qualifying Termination” is a termination by the Company of an award holder’s employment other than for Cause (as defined in the Plan) or, in the case of an Executive (as defined below) only, by the Executive award holder for Good Reason;
+Added: • “Good Reason” means the occurrence of any one or more of the following events without the award holder’s prior written consent:
+Added: (i) material diminution in the award holder’s duties or responsibilities;
+Added: (ii) a material reduction in the award holder’s total on-target compensation as in effect for the 12-month period immediately prior to such reduction;
+Added: or (iii) relocation of the award holder’s principal place of business that will require the award holder to travel a materially greater distance on a regular basis (as compared with the award holder’s prior practice), excluding for the avoidance of doubt any travel for business in the course of performing the award holder’s duties for the Company;
+Added: • “Executive” means any Company officer or employee who at the time of the Change in Control had been designated as an eligible executive of the Company under this policy by the Committee, with such designation remaining in effect until revoked by the Committee.
+Added: Unless otherwise determined by the Committee, this policy will apply to future awards granted under the Plan and all outstanding awards, including awards held by Werner Andre, the Company’s Chief Financial Officer, and Nicholas H.
+Added: Cumins, the Company’s Chief Operating Officer, each of whom the Committee has designated an Executive.
+Added: Except as set forth above, the terms of the equity awards granted to the Company’s named executive officers have not changed.
+Added: The Company intends to provide additional information regarding these compensatory matters in the Company’s Proxy Statement.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
3 unchanged sentences
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
−Removed: The following sets forth certain information as of March 1, 2022, regarding our executive officers.
+Added: The following sets forth certain information as of February 28, 2023, regarding our executive officers.
Name Age Position
2 unchanged sentences
Werner Andre 53 Chief Financial Officer and Chief Accounting Officer
+Added: Brock Ballard
Chief Revenue Officer
−Removed: Nicholas Cumins
+Added: Chief Product Officer
Chief Operating Officer
20 unchanged sentences
degrees in Accounting and Financial Reporting from the University for Economics and Business Administration in Vienna.
−Removed: Gus Bergsma has served as our Chief Revenue Officer since 2016.
−Removed: Bergsma is responsible for our global accounts.
−Removed: Bergsma has held several executive management roles at the Company including global sales of structural and water applications, and all smaller- and medium-sized accounts.
−Removed: He holds a Bachelor’s degree and a Master’s degree in civil engineering from the University of California at Berkeley.
−Removed: Nicholas Cumins has served as our Chief Operating Officer since January 1, 2022.
−Removed: Cumins is responsible for our sales and marketing, product, user success, and business operations globally.
+Added: Brock Ballard has served as our Chief Revenue Officer since January 1, 2023 and is responsible for leading all of our accounts globally.
+Added: Ballard joined us in 2020 as Vice President and Regional Executive, Americas.
+Added: Prior to joining us, Mr.
+Added: Ballard served in sales leadership positions with Dassault Systèmes, Autodesk, Inc., and Océ.
+Added: He holds a Bachelor of Arts in Communication and Information Sciences from the University of Alabama.
+Added: Campbell has served as our Chief Product Officer since joining us in September 2022.
+Added: Campbell is responsible for defining our product strategy and for managing product development to advance our leadership in infrastructure engineering software.
+Added: Prior to joining us, Mr.
+Added: Campbell held various positions with PTC Inc.
+Added: managing product development, product strategies, and entire software businesses.
+Added: He holds a Bachelor of Science in Mechanical Engineering from Boston University.
+Added: Cumins has served as our Chief Operating Officer since January 1, 2022.
+Added: Cumins is responsible for our sales and marketing, products, user success, and business operations globally.
Cumins previously served as our Chief Product Officer since 2020.
2 unchanged sentences
Cumins also served as chief product officer of Scytl, a platform for online voting, in Barcelona from 2016 to 2018, and senior vice president of product with OpenX, a pioneer in programmatic advertising, in Los Angeles from 2013 to 2016.
−Removed: He holds Masters degrees in Law and in Business from Paris II Panthéon-Assas University.
+Added: He holds Maîtrise de Droit (Law) and Maîtrise de Sciences de Gestion (Business) degrees from University Paris II Panthéon-Assas, Paris, France.
Hollister has served as our Chief Investment Officer since January 1, 2022.
65 unchanged sentences
001-39548) and incorporated herein by reference)
+Added: 10.8 Fifth Amendment to Amended and Restated Credit Agreement, dated as of December 14, 2022 (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 15, 2022 (File No.
+Added: 001-39548) and incorporated herein by reference)
10.9† Bentley Systems, Incorporated 2015 Equity Incentive Plan, as amended and restated effective as of May 29, 2018 (filed as Exhibit 10.6 to our Registration Statement on Form S-1 filed on August 21, 2020 (File No.
3 unchanged sentences
10.11† Amendment No.
−Removed: 1 to the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan
+Added: 1 to the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (filed as Exhibit 10.10 to our Annual Report on Form 10-K filed on March 1, 2022 (File No.
+Added: 001-39548) and incorporated herein by reference)
+Added: 10.12†* Form of Restricted Stock Unit Award Agreement under the Bentley Systems, Incorporated 2020 Omnibus Incentive Plan (as amended)
10.13† Bentley Systems, Incorporated Global Employee Stock Purchase Plan (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 25, 2020 (File No.
9 unchanged sentences
001-39548) and incorporated herein by reference)
+Added: 10.18† Am endment No.
+Added: 1 to the Bentley Systems, Incorporated Bonus Pool Plan, as amended and restated effective as of Se ptember 22, 2020 (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 8 , 202 2 (File No.
+Added: 001-39548) and incorporated herein by reference)
10.19 Common Stock Purchase Agreement, by and among Bentley Systems, Incorporated, Siemens AG, and the persons listed as “Key Holders” therein, dated September 23, 2016, as amended on October 28, 2016, and April 23, 2018 (filed as Exhibit 10.2 to our Registration Statement on Form S-1 filed on August 21, 2020 (File No.
28 unchanged sentences
Bentley Systems, Incorporated
−Removed: March 1, 2022
+Added: February 28, 2023
/s/ G REGORY S.
Chief Executive Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 1, 2022.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 28, 2023.
Signature Title
/s/ G REGORY S.
−Removed: Chairman, Chief Executive Officer and President
+Added: Chairperson, Chief Executive Officer and President
Bentley (Principal Executive Officer)
13 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2022 expressed an unqualified opinion on those consolidated financial statements.
−Removed: The Company acquired Seequent Holdings Limited during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Seequent Holdings Limited’s internal control over financial reporting associated with total assets and total revenues of approximately 1.8% and 5.6%, respectively of the Company’s total assets and revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.
−Removed: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Seequent Holdings Limited.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
16 unchanged sentences
Philadelphia, Pennsylvania
−Removed: March 1, 2022
+Added: February 28, 2023
Report of Independent Registered Public Accounting Firm
5 unchanged sentences
generally accepted accounting principles.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Change in Accounting Principle
−Removed: As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2020 due to the adoption of Topic 842, Leases .
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
13 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Evaluation of the fair value of certain customer relationships acquired through business combinations
−Removed: As discussed in Note 4 to the consolidated financial statements, the Company consummated 13 business combinations for total consideration of $1,269.8 million during the year ended December 31, 2021.
−Removed: These acquisitions were accounted for under the acquisition method of accounting for business combinations and the purchase prices were allocated to the assets acquired and liabilities assumed based on their respective fair values, which included a fair value allocated to the acquired customer relationships that totaled $158.6 million based on an income method of valuation.
−Removed: The determination of the acquisition date fair value of the acquired customer relationships required the Company to make assumptions regarding estimated future cash flows and discount rates.
−Removed: We identified the evaluation of the fair value of certain customer relationships acquired through business combinations as a critical audit matter.
−Removed: Specifically, a high degree of subjective auditor judgment was required to evaluate the estimated future revenues, future operating margins, and discount rates used to value these customer relationships due to their estimation uncertainty.
−Removed: Additionally, assessment of the discount rate assumptions required valuation professionals with specialized skills and knowledge.
+Added: Evaluation of the fair value of certain customer relationships acquired in a business combination
+Added: As discussed in Notes 1 and 4 to the consolidated financial statements, the Company acquired Power Line Systems on January 31, 2022 for $ 695,968 thousand in cash, net of cash acquired.
+Added: This acquisition was accounted for under the acquisition method of accounting for business combinations and the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, which included a fair value allocated to customer relationships determined using an income approach.
+Added: The determination of the acquisition date fair value of customer relationships required the Company to make assumptions regarding estimated future cash flows and discount rates.
+Added: During the year ended December 31, 2022, the Company acquired customer relationships in various business combinations with an aggregate fair value of $ 82,278 thousand, a portion of which related to the Power Line Systems acquisition.
+Added: We identified the evaluation of the fair value of customer relationships acquired in the Power Line Systems business combination as a critical audit matter.
+Added: Specifically, a high degree of subjective auditor judgment was required to evaluate the estimated future revenues, future operating margins, and the discount rate used to value these customer relationships due to their estimation uncertainty.
+Added: Additionally, assessment of the discount rate assumption required valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition‑date valuation processes to value the acquired customer relationships, including controls related to the development of the assumptions related to estimated future revenues, future operating margins, and discount rates.
−Removed: We evaluated the reasonableness of management’s estimated future revenues and operating margins assumptions for certain acquired customer relationships by comparing the estimates to historical results and to information included in industry and analyst reports and selected peer company reports.
−Removed: We involved valuation professionals with specialized skills and knowledge for certain business combinations, who assisted in independently developing a range of discount rates based on publicly available market data for comparable entities and comparing them to the Company’s discount rates.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition‑date valuation processes for customer relationships, including controls related to the development of the assumptions related to estimated future revenues, future operating margins, and the discount rate.
+Added: We evaluated the reasonableness of management’s estimated future revenues and operating margins assumptions by comparing the estimates to historical results and to information included in analyst reports and selected peer company reports.
+Added: We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rate by independently developing a range of discount rates based on publicly available market data for comparable entities and comparing them to the Company’s discount rate.
Evaluation of the standalone selling price for certain term license subscriptions and portfolio balancing material rights
−Removed: As discussed in Note 3 to the consolidated financial statements, the Company recognized subscription revenue of $812.8 million for the year ended December 31, 2021, a portion of which relates to certain term license subscriptions and portfolio balancing material rights.
+Added: As discussed in Note 3 to the consolidated financial statements, the Company recognized subscriptions revenues of $ 960,220 thousand for the year ended December 31, 2022, a portion of which relates to certain term license subscriptions and portfolio balancing material rights.
The Company allocates the transaction price to each distinct performance obligation, including portfolio balancing material rights, based upon their relative standalone selling prices (SSPs).
−Removed: In instances where a performance obligation or portfolio balancing material right does not have directly observable SSPs, the Company maximizes the use of other observable inputs to estimate SSPs.
+Added: In instances where a performance obligation, including portfolio balancing material rights, does not have directly observable SSPs, the Company maximizes the use of other observable inputs to estimate SSPs.
For the portfolio balancing material rights, the Company uses historical user elections to estimate future user elections, which are used to estimate the SSPs.
We identified the evaluation of the SSPs for certain term license subscriptions and portfolio balancing material rights as a critical audit matter.
−Removed: Specifically, there was a high degree of subjective auditor judgment involved in assessing the nature and sufficiency of the evidence obtained to support the Company’s determination of SSPs for certain term licenses and the portfolio balancing material rights.
+Added: Specifically, a high degree of subjective auditor judgment was required to assess the nature and sufficiency of the evidence obtained to support the Company’s determination of SSPs for certain term licenses and the portfolio balancing material rights.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue process, including controls over the development of SSPs.
−Removed: We obtained and inspected the Company’s SSP analysis for certain term licenses and compared the estimated SSPs to a selection of historical disaggregated sales data that reflected the discounts from list price.
+Added: We applied auditor judgment to determine the nature and extent of procedures to be performed over the Company’s determination of SSPs, including those related to term license subscriptions and portfolio balancing material rights.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue process, including controls related to the development of SSPs.
+Added: We inspected the Company’s SSP analysis for certain term licenses and compared the estimated SSPs to a selection of historical disaggregated sales data.
For certain term licenses, we also obtained the Company’s pricing policies and practices and compared them to the SSPs determined.
3 unchanged sentences
Philadelphia, Pennsylvania
−Removed: March 1, 2022
+Added: February 28, 2023
BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES
44 unchanged sentences
Accumulated deficit ( 370,866 ) ( 439,634 )
+Added: Non-controlling interest 704 —
Total stockholders’ equity 573,454 409,222
17 unchanged sentences
Gross profit 862,069 748,507 634,389
−Removed: Operating expenses:
+Added: Operating expense (income):
Research and development 257,856 220,915 185,515
8 unchanged sentences
Interest expense, net ( 34,635 ) ( 11,221 ) ( 6,780 )
−Removed: Other income (expense), net
+Added: Other income, net
24,298 9,961 24,250
1 unchanged sentence
198,275 93,329 167,620
−Removed: Benefit (provision) for income taxes
+Added: (Provision) benefit for income taxes
( 21,283 ) 3,448 ( 38,625 )
−Removed: Loss from investment accounted for using the equity method, net of tax
+Added: Loss from investments accounted for using the equity method, net of tax
( 2,212 ) ( 3,585 ) ( 2,474 )
18 unchanged sentences
$ 174,780 $ 93,192 $ 126,521
−Removed: Other comprehensive (loss) income, net of taxes:
+Added: Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments 1,459 ( 65,648 ) ( 2,311 )
−Removed: Actuarial gain (loss) on retirement plan, net of tax effect of $( 44 ), $( 1 ), and $ 203 , respectively
−Removed: 107 5 ( 472 )
−Removed: Total other comprehensive (loss) income, net of taxes
+Added: Actuarial gain on retirement plan, net of tax effect of $( 245 ), $( 44 ), and $( 1 ), respectively
+Added: Total other comprehensive income (loss), net of taxes
2,034 ( 65,541 ) ( 2,306 )
5 unchanged sentences
(in thousands, except share data)
−Removed: Class A and Class B Additional Other Total
−Removed: Common Stock Paid-in Comprehensive Accumulated Stockholders’
−Removed: Shares Par Value Capital Loss Deficit Equity
+Added: Class A and Class B Additional Other Non- Total
+Added: Common Stock Paid-in Comprehensive Accumulated Controlling Stockholders’
+Added: Shares Par Value Capital Loss Deficit Interest Equity
Balance, December 31, 2019 254,842,949 $ 2,548 $ 408,667 $ ( 23,927 ) $ ( 52,669 ) $ — $ 334,619
−Removed: Cumulative effect of accounting changes — — — — 107,822 107,822
— — — — 126,521 — 126,521
−Removed: Other comprehensive income
+Added: Other comprehensive loss
— — — ( 2,306 ) — — ( 2,306 )
+Added: Class B Common Stock follow-on offering, net of expenses of $ 12,898
+Added: 9,603,965 96 294,333 — — — 294,429
Dividends declared — — — — ( 424,018 ) — ( 424,018 )
1 unchanged sentence
Shares issued in connection with deferred compensation plan, net 3,081,607 31 — — ( 4,656 ) — ( 4,625 )
−Removed: Deferred compensation plan elective participant deferrals and vesting of awards — — 3,586 — — 3,586
+Added: Deferred compensation plan elective participant deferrals — — 3,530 — — — 3,530
Payment of shareholder Put and Call rights ( 128,007 ) ( 1 ) — — ( 1,453 ) — ( 1,454 )
1 unchanged sentence
Stock option exercises, net 4,060,839 41 9,070 — ( 4,755 ) — 4,356
+Added: Shares issued for stock grants, net 21,956 — 319 — — — 319
Stock-based compensation expense — — 25,194 — — — 25,194
Shares related to restricted stock, net 1,221,029 12 — — ( 7,951 ) — ( 7,939 )
−Removed: Other 7,016 — 53 — ( 15 ) 38
Balance, December 31, 2020 272,154,504 2,722 741,113 ( 26,233 ) ( 376,003 ) — 341,599
2 unchanged sentences
— — — ( 65,541 ) — — ( 65,541 )
−Removed: Class B Common Stock follow-on offering, net of expenses of $ 12,898
+Added: Shares issued related to acquisition 3,141,342 31 182,359 — — — 182,390
+Added: Purchase of capped call options, net of tax of $ 12,871
— — ( 38,734 ) — — — ( 38,734 )
Dividends declared — — — — ( 33,537 ) — ( 33,537 )
−Removed: Profit-sharing plan shares, net ( 549,834 ) ( 5 ) — — ( 6,965 ) ( 6,970 )
Shares issued in connection with deferred compensation plan, net 2,378,645 24 — — ( 69,031 ) — ( 69,007 )
Deferred compensation plan elective participant deferrals — — 2,619 — — — 2,619
−Removed: Payment of shareholder Put and Call rights ( 128,007 ) ( 1 ) — — ( 1,453 ) ( 1,454 )
−Removed: Common Stock Purchase Agreement, net — — — — ( 57 ) ( 57 )
+Added: Deferred compensation plan modification — — ( 4,739 ) — — — ( 4,739 )
+Added: Shares issued in connection with Executive Bonus Plan, net 238,755 2 20,951 — ( 8,739 ) — 12,214
+Added: Shares issued in connection with employee stock purchase plan 104,716 1 3,845 — ( 438 ) — 3,408
Stock option exercises, net 4,587,053 46 5,559 — ( 37,785 ) — ( 32,180 )
−Removed: Shares issued for stock grants, net 21,956 — 319 — — 319
+Added: Shares issued for stock grants 7,824 — 450 — — — 450
Stock-based compensation expense — — 24,382 — — — 24,382
2 unchanged sentences
— — — — 174,780 — 174,780
−Removed: Other comprehensive loss
−Removed: — — — ( 65,541 ) — ( 65,541 )
−Removed: Shares issued related to acquisition 3,141,342 31 182,359 — — 182,390
−Removed: Purchase of capped call options, net of tax of $ 12,871
+Added: Other comprehensive income
— — — 2,034 — — 2,034
2 unchanged sentences
Deferred compensation plan elective participant deferrals — — 6,580 — — — 6,580
−Removed: Deferred compensation plan modification — — ( 4,739 ) — — ( 4,739 )
Shares issued in connection with Executive Bonus Plan, net 445,050 5 21,920 — ( 5,197 ) — 16,728
−Removed: Shares issued in connection with employee stock purchase plan, net 104,716 1 3,845 — ( 438 ) 3,408
+Added: Shares issued in connection with employee stock purchase plan 307,406 3 10,332 — ( 273 ) — 10,062
Stock option exercises, net 2,613,659 26 8,312 — ( 9,188 ) — ( 850 )
+Added: Acquisition option exercises, net 185,178 2 ( 2 ) — — — —
Shares issued for stock grants, net 13,632 — 450 — — — 450
1 unchanged sentence
Shares related to restricted stock, net 277,594 3 ( 4 ) — ( 4,491 ) — ( 4,492 )
+Added: Repurchases of Class B Common Stock under approved program ( 896,126 ) ( 9 ) — — ( 28,241 ) — ( 28,250 )
+Added: Other — — — — ( 15 ) — ( 15 )
+Added: Non-controlling interest acquired — — — — — 704 704
Balance, December 31, 2022 289,014,487 $ 2,890 $ 1,030,466 $ ( 89,740 ) $ ( 370,866 ) $ 704 $ 573,454
9 unchanged sentences
Depreciation and amortization 71,537 52,793 36,117
−Removed: Bad debt allowance (recovery)
−Removed: 1,203 ( 1,000 ) 862
Deferred income taxes ( 5,126 ) ( 19,745 ) 16,246
Stock-based compensation expense 75,206 49,045 32,114
+Added: Deferred compensation plan ( 15,782 ) 95,046 177
Amortization and write-off of deferred debt issuance costs 7,291 5,955 985
Change in fair value of derivative ( 27,083 ) ( 9,770 ) ( 347 )
−Removed: Change in fair value of contingent consideration 550 ( 1,340 ) 62
Foreign currency remeasurement loss (gain)
6,000 64 ( 24,502 )
−Removed: Loss from investment accounted for using the equity method, net of tax
−Removed: 3,585 2,474 1,275
+Added: Other non-cash items, net 2,593 5,338 134
Changes in assets and liabilities, net of effect from acquisitions:
2 unchanged sentences
Accounts payable, accruals, and other liabilities 29,181 47,957 51,185
−Removed: Deferred compensation plan liabilities 92,926 3,706 3,994
Deferred revenues 2,292 5,340 ( 565 )
4 unchanged sentences
Purchases of property and equipment and investment in capitalized software ( 18,546 ) ( 17,539 ) ( 16,447 )
+Added: Proceeds from sale of aircraft 2,380 — —
Acquisitions, net of cash acquired ( 743,007 ) ( 1,034,983 ) ( 93,032 )
8 unchanged sentences
Purchase of capped call options — ( 51,605 ) —
+Added: Settlement of convertible senior notes ( 1,998 ) — —
Proceeds from term loans — 199,505 125,000
−Removed: Repayment of term loan — ( 125,000 ) —
−Removed: Payments of financing leases ( 197 ) ( 189 ) —
+Added: Repayments from term loans ( 5,000 ) — ( 125,000 )
Payments of acquisition debt and other consideration ( 8,460 ) ( 2,371 ) ( 3,425 )
2 unchanged sentences
Payments of dividends ( 34,493 ) ( 33,396 ) ( 422,646 )
−Removed: Payments for shares acquired including shares withheld for taxes ( 120,539 ) ( 83,975 ) ( 24,166 )
−Removed: Proceeds from Common Stock Purchase Agreement — 58,349 4,510
Proceeds from stock purchases under employee stock purchase plan 10,335 3,846 —
Proceeds from exercise of stock options 8,338 5,605 9,128
+Added: Payments for shares acquired including shares withheld for taxes ( 43,561 ) ( 120,539 ) ( 83,975 )
+Added: Proceeds from Common Stock Purchase Agreement — — 58,349
+Added: Repurchase of Class B Common Stock under approved program ( 28,250 ) — —
+Added: Other financing activities 525 ( 197 ) ( 189 )
Net cash provided by (used in) financing activities
1 unchanged sentence
Effect of exchange rate changes on cash and cash equivalents ( 4,884 ) ( 6,672 ) ( 3,591 )
−Removed: Increase in cash and cash equivalents
+Added: (Decrease) increase in cash and cash equivalents
( 257,653 ) 207,331 905
12 unchanged sentences
Non-cash investing and financing activities:
+Added: Cost method investment, non-cash exchange 5,936 — —
Shares issued related to acquisition — 182,390 —
18 unchanged sentences
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
−Removed: The Company is party to a joint venture, which is accounted for using the equity method.
+Added: The Company is party to joint ventures, which are accounted for using the equity method.
All intercompany accounts and transactions have been eliminated in consolidation.
+Added: Certain reclassifications of prior period amounts have been made to conform to the current period presentation.
+Added: For the year ended December 31, 2022, payments related to the Company’s interest rate swap were recognized in Other income (expense), net in the consolidated statements of operations and the corresponding prior period amounts, which were previously recognized in Interest expense, net , were reclassified to conform to the current period presentation.
+Added: For the years ended December 31, 2021 and 2020, the amounts reclassified were not material, and Income before income taxes and Net income in the consolidated statements of operations did not change as a result of these reclassifications.
Use of Estimates — The preparation of consolidated financial statements and related disclosures in conformity with U.S.
1 unchanged sentence
Actual results could differ materially from these estimates.
−Removed: 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.
−Removed: The COVID-19 pandemic has created and may continue to create significant uncertainty in the macroeconomic environment which, in addition to other unforeseen effects of this pandemic, may adversely impact our results of operations.
−Removed: As the COVID-19 pandemic continues to develop, many of our estimates could require increased judgment and carry a higher degree of variability and volatility.
−Removed: As events continue to evolve our estimates may change materially in future periods.
Examples of significant estimates and assumptions made by management include revenue recognition, the fair value of acquired assets and liabilities, the fair value of stock consideration in conjunction with business combinations, the fair value of deferred compensation plan liabilities, the fair value of derivative financial instruments, the fair value of common stock (prior to the Company’s initial public offering (“IPO”)), operating lease assets and liabilities, useful lives for depreciation and amortization, impairment of goodwill and intangible assets, valuation allowances for tax assets, and accruals for uncertain tax positions.
−Removed: Initial Public Offering — On September 25, 2020, the Company completed its IPO.
−Removed: The selling stockholders sold 12,360,991 shares of Class B Common Stock at a public offering price of $ 22.00 per share.
−Removed: The Company did not sell any shares in the IPO and did not receive any of the proceeds from the sale of the Class B Common Stock sold by the selling stockholders (see Notes 13 and 15).
−Removed: For the year ended December 31, 2020, the Company recorded $ 26,130 in Expenses associated with initial public offering in the consolidated statement of operations.
−Removed: These expenses included certain non‑recurring costs relating to the Company’s IPO, consisting of the payment of underwriting discounts and commissions applicable to the sale of shares by the selling stockholders, professional fees, and other expenses.
−Removed: 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”).
−Removed: 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).
−Removed: The selling stockholders sold 1,896,035 shares of Class B Common Stock.
−Removed: The Company received net proceeds of $ 294,429 after deducting expenses of $ 12,898 .
−Removed: The Company did not receive any of the proceeds from the sale of the Class B Common Stock sold by the selling stockholders.
−Removed: Expenses associated with the Follow‑On Offering included certain non‑recurring costs, consisting of the payment of underwriting discounts and commissions applicable to the sale of shares by the Company, professional fees, and other expenses.
−Removed: The Company agreed to pay certain expenses in connection with the Follow‑On Offering on behalf of the selling stockholders and made an accounting policy election to offset these expenses against the Follow‑On Offering proceeds (see Note 13).
−Removed: Convertible Senior 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”).
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: The Company paid premiums of $ 25,530 in connection with the capped call options (see Note 10).
−Removed: On June 28, 2021, the Company completed a private offering of $ 575,000 of 0.375 % convertible senior notes due 2027 (the “2027 Notes”).
−Removed: The Company incurred $ 15,065 of expenses in connection with the 2027 Notes offering consisting of transaction costs.
−Removed: In connection with the pricing of the 2027 Notes, the Company entered into capped call options with certain of the initial purchasers or their respective affiliates and certain other financial institutions.
−Removed: The capped call options are expected to reduce potential dilution to the Company’s Class B Common Stock upon any conversion of 2027 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.
−Removed: The Company paid premiums of $ 25,875 in connection with the capped call options (see Note 10).
−Removed: Special Dividend — On August 28, 2020, the Company’s board of directors declared a special dividend of $ 1.50 per share of the Company’s common stock ($ 392,489 in the aggregate) (the “Special Dividend”), payable to all stockholders of record as of August 31, 2020, including dividends which accrue on certain unvested restricted stock and restricted stock units (“RSUs”).
−Removed: The Company used its bank credit facility to pay the Special Dividend (see Note 10).
−Removed: In connection with the Special Dividend declaration, an in kind adjustment was made to phantom shares issuable pursuant to the Company’s nonqualified deferred compensation plan (see Note 12) and the exercise price of all outstanding stock options at that time were reduced by $ 1.50 , but not lower than $ 0.01 (see Note 15).
Segment — Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) to allocate resources and assess performance.
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Subsequent to the measurement period or the Company’s final determination of estimated fair value, whichever comes first, adjustments are recorded in the consolidated statements of operations.
+Added: On January 31, 2022, the Company completed the acquisition of Power Line Systems, a leader in software for the design of overhead electric power transmission lines and their structures, for $ 695,968 in cash, net of cash acquired.
On June 17, 2021, the Company completed the acquisition of Seequent Holdings Limited (“Seequent”), a leader in software for geological and geophysical modeling, geotechnical stability, and cloud services for geodata management and collaboration, for $ 883,336 in cash, net of cash acquired, plus 3,141,342 shares of the Company’s Class B Common Stock (see Note 4).
−Removed: Revenue Recognition — Effective January 1, 2019, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No.
−Removed: 2014 ‑ 09, Revenue from Contracts with Customers , and related amendments (“Topic 606”) using the modified retrospective method.
−Removed: 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.
+Added: Revenue Recognition — 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.
The Company generates revenues from subscriptions, perpetual licenses, and services (see Note 3).
−Removed: With the adoption of Topic 606, the Company also adopted Accounting Standards Codification (“ASC”) Topic 340‑40, Other Assets and Deferred Costs‑Contracts with Customers (“Topic 340‑40”).
−Removed: Under Topic 340‑40, the Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year.
+Added: The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year.
The contract costs are amortized based on the economic life of the goods and services to which the contract costs relate.
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Research and development expenses, which are generally expensed as incurred, primarily consist of personnel and related costs of the Company’s research and development staff, including colleagues’ salaries, incentives, and benefits, and costs of certain third‑party contractors, as well as allocated overhead costs.
−Removed: In general, technological feasibility is reached shortly before the release of such products and, as a result, development costs that meet the criteria for capitalization were not material for the periods presented.
+Added: In general, technological feasibility is reached shortly before the release of such products.
Under its Accelerated Commercial Development Program (“ACDP”) (the Company’s structured approach to an in‑house business incubator function), the Company capitalizes certain development costs related to certain projects once technological feasibility is established.
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For all other equity‑based arrangements, the stock‑based compensation expense is based on the share price at the grant date (see Note 15).
−Removed: Deferred Compensation — Under the amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”), certain officers and key employees may defer all or any part of their incentive compensation, and the Company may make discretionary awards on behalf of such participants.
+Added: Deferred Compensation — Under the Company’s unfunded amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”), certain officers and key employees 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 received 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, and are recorded as stock‑based compensation expense in the consolidated statements of operations (see Note 15).
−Removed: In August 2021, the Company’s board of directors approved an amendment to the DCP, which offered to certain active executives in the DCP a one‑time, short‑term election to reallocate a limited portion of their DCP holdings from phantom shares of the Company’s Class B Common Stock into other DCP phantom investment funds.
+Added: In August 2021, the Company’s board of directors approved an amendment to the DCP, which offered to certain active executives in the DCP a one‑time, short‑term election to reallocate a limited portion of their DCP holdings from phantom shares of the Company’s Class B Common Stock into other phantom investment funds.
The offer to reallocate was subject to a proration mechanism which adjusted the aggregate elections to a maximum of 1,500,000 phantom shares of the Company’s Class B Common Stock.
1 unchanged sentence
While DCP participants’ investments in phantom shares remain equity classified, as they will be settled in shares of Class B Common Stock upon eventual distribution, the amendment and elections resulted in a change to liability classification for the reallocated phantom investments, as they will be settled in cash upon eventual distribution.
−Removed: As a result, during the year ended December 31, 2021, the Company reclassified cumulative compensation cost of $ 4,739 from Additional paid-in capital to Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheet and recognized a compensation charge of $ 90,721 to Deferred compensation plan expenses in the consolidated statements of operations to record the reallocated deferred compensation plan liabilities at their fair value of $ 95,460 .
+Added: As a result, during the year ended December 31, 2021, the Company reclassified cumulative compensation cost of $ 4,739 from Additional paid-in capital to Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheet and recognized a compensation charge of $ 90,721 to Deferred compensation plan expenses in the consolidated statement of operations to record the reallocated deferred compensation plan liabilities at their fair value of $ 95,460 .
Subsequent to the one‑time reallocation, these diversified deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations (see Note 12).
−Removed: Certain reclassifications of prior period amounts have been made to conform to the current period presentation.
Advertising Expense — The Company expenses advertising costs as incurred.
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The interest rate swap is not designated as a hedging instrument for accounting purposes.
−Removed: The Company accounts for the interest rate swap as either an asset or a liability on the consolidated balance sheets and carries the derivative at fair value.
−Removed: Gains and losses from the change in fair value are recognized in Other income (expense), net and payments related to the interest rate swap are recognized in Interest expense, net in the consolidated statements of operations.
+Added: The Company accounts for the interest rate swap as either an asset or a liability on the consolidated balance sheets and carries the derivative at fair value (see Note 17).
+Added: Gain (loss) from the change in fair value and payments related to the interest rate swap are recognized in Other income (expense), net in the consolidated statements of operations (see Note 21).
The bank counterparty to the derivative potentially exposes the Company to credit-related losses in the event of nonperformance.
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Income Taxes — The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of net operating loss carryforwards, credit carryforwards, and temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases, using enacted tax rates in effect for the year in which the items are expected to reverse.
−Removed: The Company accounts for uncertain tax positions based on an evaluation as to whether it is more likely than not that a tax position will be sustained on audit, including resolution of any related appeals or litigation processes.
−Removed: This evaluation is based on all available evidence and assumes that the appropriate tax authorities have full knowledge of all relevant information concerning the tax position.
+Added: A valuation allowance is required when it is more likely than not that all or a portion of deferred tax assets will not be realized.
+Added: The Company assesses the available positive and negative evidence to estimate whether the existing deferred tax assets will be realized.
+Added: Tax Cuts and Jobs Act (the “JOBS Act”) requires certain Global Intangible Low‑Taxed Income (“GILTI”) earned by a controlled foreign corporation (“CFC”) to be included in the gross income of the CFC’s U.S.
+Added: The Company has elected the “period cost method” and treats taxes due on future U.S.
+Added: inclusions in taxable income related to GILTI as a current‑period expense when incurred.
+Added: The JOBS Act allows a U.S.
+Added: corporation a deduction equal to a certain percentage of its foreign‑derived intangible income (“FDII”).
+Added: The Company and its subsidiaries are subject to income taxes in the U.S.
+Added: (federal and state) and numerous foreign jurisdictions.
+Added: Significant judgment is required in evaluating the Company’s tax positions and determining the provision for income taxes.
+Added: During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain.
+Added: The Company establishes reserves for tax‑related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due.
+Added: These reserves are established when the Company believes that certain positions might be challenged despite its belief that the Company’s tax return positions are fully supportable.
The tax benefit recognized is based on the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement.
−Removed: Interest expense and penalties are included in Provision for income taxes in the consolidated statements of operations.
−Removed: Net Income Per Share — Net income per share of Class A and Class B Common Stock amounts are computed using the two‑class method required for participating securities, using the treasury stock method for awards under the Company’s equity compensation plans and global employee stock purchase plan, and using the if‑converted method for the convertible senior notes in accordance with FASB ASU No.
−Removed: 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):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020‑06”).
−Removed: In addition, the weighted average number of shares of the Company’s Class A and Class B Common Stock is inclusive of undistributed shares held in the DCP as phantom shares of the Company’s Class B Common Stock.
+Added: The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audits.
+Added: The Provision for income taxes in the consolidated statements of operations includes the impact of reserve provisions and changes to reserves that are considered appropriate.
+Added: The Company records interest and/or penalties, where applicable, related to uncertain tax positions, as part of the Provision for income taxes in the consolidated statements of operations.
+Added: The Company records the amount of uncertain taxes expected to be paid in the next 12 months as a current liability and records the remaining amount in Other liabilities in the consolidated balance sheets.
+Added: Net Income Per Share — Net income per share of Class A and Class B Common Stock amounts are computed using the two‑class method required for participating securities, using the treasury stock method for awards under the Company’s equity compensation plans and global employee stock purchase plan, and using the if‑converted method for the convertible senior notes.
+Added: In addition, the weighted average number of shares of the Company’s Class A and Class B Common Stock is inclusive of undistributed shares held in the DCP as phantom shares of the Company’s Class B Common Stock (see Note 22).
Fair Value Measurements — The Company categorizes its assets and liabilities measured at fair value into a three‑level hierarchy, based on the priority of the inputs to the respective valuation technique.
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The Company establishes an allowance for doubtful accounts for expected losses during the accounts receivable collection process.
−Removed: The allowance for doubtful accounts is presented separately in the consolidated balance sheets and reduces the accounts receivable balance to the net realizable value of the outstanding accounts and installment receivables.
+Added: The allowance for doubtful accounts is presented separately in the consolidated balance sheets and reduces the accounts receivable balance to the net realizable value of the outstanding accounts receivables.
The development of the allowance for doubtful accounts is based on an expected loss model which considers historical write‑off and recovery experience, aging trends affecting specific accounts, and general operational factors affecting all accounts.
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Balance, beginning of year $ 6,541 $ 5,759
−Removed: Bad debt allowance (recovery)
−Removed: 1,203 ( 1,000 )
+Added: Bad debt allowance
Write-offs ( 2,317 ) ( 700 )
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Generally, the Company requires no collateral from its customers.
−Removed: The Company maintains an allowance for potential credit losses, but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic area.
−Removed: No single customer accounted for more than 2.5% of the Company’s revenue for the years ended December 31, 2021, 2020, or 2019.
+Added: The Company maintains an allowance for potential credit losses, but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic region.
+Added: No single customer accounted for more than 2.0% of the Company’s total revenues for the year ended December 31, 2022, or more than 2.5% of the Company’s total revenues for the years ended 2021 or 2020.
The Company’s cash and cash equivalents are deposited with financial institutions and invested in money market funds that the Company believes are of high credit quality.
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Cost of maintenance and repairs is charged to expense as incurred.
−Removed: Upon retirement or other disposition, the cost of the asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations.
−Removed: Leases — The Company adopted FASB ASU No.
−Removed: 2016‑02 regarding FASB ASC Topic 842, Leases (“Topic 842”), as of January 1, 2020 using the modified retrospective method for all existing leases.
−Removed: Upon adoption, the Company recognized its lease assets and lease liabilities measured at the present value of all future fixed lease payments, discounted using the Company’s incremental borrowing rate.
−Removed: The Company elected the package of practical expedients as permitted under the transition guidance, which allows the Company:
−Removed: (1) to not reassess whether any existing contracts are leases or contain a lease;
−Removed: (2) to not reassess the lease classification of existing leases;
−Removed: and (3) to not reassess treatment of initial direct costs for existing leases.
−Removed: Additionally, the Company elected the practical expedients to combine lease and non-lease components for new leases post adoption and to not recognize lease assets and lease liabilities for leases with a term of 12 months or less.
−Removed: Upon adoption of Topic 842, the Company recognized right‑of‑use assets of $ 45,850 and lease liabilities of $ 47,666 calculated based on the present value of the remaining minimum lease payments as of the adoption date.
−Removed: The Company determines if an arrangement is a lease at inception.
+Added: Upon retirement or other disposition, the cost of the asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in Other income (expense), net in the consolidated statements of operations.
+Added: Leases — The Company determines if an arrangement is a lease at inception.
Operating leases are included in Operating lease right‑of‑use assets, Operating lease liabilities , and Long‑term operating lease liabilities in the consolidated balance sheets.
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The Company’s finance lease is included in Property and equipment, net , Accruals and other current liabilities , and Other liabilities in the consolidated balance sheets.
+Added: 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.
+Added: 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.
+Added: Variable lease cost may include common area maintenance, property taxes, utilities, and fluctuations in rent due to a change in an index or rate.
+Added: 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).
+Added: Short‑term leases are recognized in the consolidated statements of operations on a straight‑line basis over the lease term.
Goodwill and Other Intangible Assets — Intangible assets arise from acquisitions and principally consist of goodwill, trademarks, customer relationships, in‑process research and development, and acquired software and technology.
1 unchanged sentence
Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations.
−Removed: Goodwill is not amortized, but instead is tested annually for impairment, or more frequently if events occur or circumstances change that would more likely than not reduce its fair value below its carrying amount.
−Removed: The Company operates as a single reporting unit.
+Added: Goodwill is not amortized, but instead is tested annually for impairment on October 1, or more frequently if events occur or circumstances change that would more likely than not reduce its fair value below its carrying amount.
+Added: The Company allocates goodwill to reporting units on a relative fair value basis.
In testing for goodwill impairment, the Company may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that a goodwill impairment exists.
If it is determined that a quantitative assessment is required, the Company will recognize goodwill impairment as the difference between the carrying amount of the reporting unit and it’s fair value, but not to exceed the carrying amount of goodwill within the reporting unit.
−Removed: Based upon the Company’s most recent annual impairment assessment completed as of October 1, 2021, there were no indicators of impairment, and no impairment losses were recorded.
There was no impairment of goodwill as a result of the Company’s annual impairment assessments conducted for the years ended December 31, 2022, 2021, and 2020.
10 unchanged sentences
The Company does not otherwise adjust the carrying value to reflect changes to the fair market value of the investment.
+Added: The Company’s equity method investments in joint ventures are considered related parties.
+Added: For the years ended December 31, 2022 and 2021, transactions between the Company and its joint ventures were not material to the Company’s consolidated financial statements.
The Company tests its investments for impairment whenever circumstances indicate that the carrying value of the investment may not be recoverable.
4 unchanged sentences
Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty‑related obligations.
+Added: Convertible Senior 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”).
+Added: 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”).
+Added: 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.
+Added: 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.
+Added: The Company paid premiums of $ 25,530 in connection with the capped call options (see Note 10).
+Added: On June 28, 2021, the Company completed a private offering of $ 575,000 of 0.375 % convertible senior notes due 2027 (the “2027 Notes”).
+Added: The Company incurred $ 15,065 of expenses in connection with the 2027 Notes offering consisting of transaction costs.
+Added: In connection with the pricing of the 2027 Notes, the Company entered into capped call options with certain of the initial purchasers or their respective affiliates and certain other financial institutions.
+Added: The capped call options are expected to reduce potential dilution to the Company’s Class B Common Stock upon any conversion of 2027 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.
+Added: The Company paid premiums of $ 25,875 in connection with the capped call options (see Note 10).
+Added: Initial Public Offering — On September 25, 2020, the Company completed its IPO.
+Added: The selling stockholders sold 12,360,991 shares of Class B Common Stock at a public offering price of $ 22.00 per share.
+Added: The Company did not sell any shares in the IPO and did not receive any of the proceeds from the sale of the Class B Common Stock sold by the selling stockholders (see Notes 13 and 15).
+Added: For the year ended December 31, 2020, the Company recorded $ 26,130 in Expenses associated with initial public offering in the consolidated statement of operations.
+Added: These expenses included certain non‑recurring costs relating to the Company’s IPO, consisting of the payment of underwriting discounts and commissions applicable to the sale of shares by the selling stockholders, professional fees, and other expenses.
+Added: 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”).
+Added: 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).
+Added: The selling stockholders sold 1,896,035 shares of Class B Common Stock.
+Added: The Company received net proceeds of $ 294,429 after deducting expenses of $ 12,898 .
+Added: The Company did not receive any of the proceeds from the sale of the Class B Common Stock sold by the selling stockholders.
+Added: Expenses associated with the Follow‑On Offering included certain non‑recurring costs, consisting of the payment of underwriting discounts and commissions applicable to the sale of shares by the Company, professional fees, and other expenses.
+Added: The Company agreed to pay certain expenses in connection with the Follow‑On Offering on behalf of the selling stockholders and made an accounting policy election to offset these expenses against the Follow‑On Offering proceeds (see Note 13).
+Added: Special Dividend — On August 28, 2020, the Company’s board of directors declared a special dividend of $ 1.50 per share of the Company’s common stock ($ 392,489 in the aggregate) (the “Special Dividend”), payable to all stockholders of record as of August 31, 2020, including dividends which accrue on certain unvested restricted stock and restricted stock units (“RSUs”).
+Added: The Company used its bank credit facility to pay the Special Dividend (see Note 10).
+Added: In connection with the Special Dividend declaration, an in kind adjustment was made to phantom shares issuable pursuant to the Company’s nonqualified deferred compensation plan (see Note 12) and the exercise price of all outstanding stock options at that time were reduced by $ 1.50 , but not lower than $ 0.01 (see Note 15).
Recent Accounting Pronouncements
−Removed: In March 2020, the FASB issued ASU No.
+Added: In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
2020‑04, Reference Rate Reform (Topic 848):
2 unchanged sentences
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.
−Removed: 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.
−Removed: The Company had no transactions that were impacted by ASU 2020‑04 during the year ended December 31, 2021.
−Removed: Recently Adopted Accounting Guidance
−Removed: In January 2017, the FASB issued ASU No.
−Removed: 2017‑04, Intangibles–Goodwill and Other (Topic 350):
−Removed: Simplifying the Test for Goodwill Impairment , which removes Step 2 of the goodwill impairment test.
−Removed: 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.
−Removed: The new guidance is required to be applied on a prospective basis and as such, the Company used the simplified test in its annual fourth quarter testing.
−Removed: The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU No.
−Removed: 2018‑15, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350‑40):
−Removed: 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.
−Removed: The Company prospectively adopted the ASU effective January 1, 2021.
−Removed: Capitalized costs related to cloud computing arrangements for the year ended December 31, 2021, which are included in Prepaid and other current assets in the consolidated balance sheet, were not material.
−Removed: In August 2020, the FASB issued ASU 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):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments.
−Removed: 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.
−Removed: The Company early adopted the ASU effective January 1, 2021 using the modified retrospective method of adoption (see Notes 10 and 23).
−Removed: In October 2021, the FASB issued ASU No.
−Removed: 2021‑08, Business Combinations (Topic 805):
−Removed: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021‑08”), which improves the comparability of accounting for acquired revenue contracts with customers in a business combination.
−Removed: The new guidance is meant to reduce diversity in practice and inconsistencies related to recognition of an acquired contract liability and revenue contract payment terms and their effect on subsequent revenue recognized by the acquirer.
−Removed: The Company early adopted the ASU effective January 1, 2021 using the modified retrospective method of adoption, which does not include retrospectively recasting prior periods presented in the consolidated financial statements.
−Removed: The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
+Added: In December 2022, the FASB issued ASU No.
+Added: 2022‑06, Reference Rate Reform (Topic 848):
+Added: Deferral of the Sunset Date of Topic 848 (“ASU 2022‑06”), which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting by extending the sunset date of Topic 848 to December 31, 2024.
+Added: The expedients and exceptions provided by these ASUs do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.
+Added: The Company had no transactions that were impacted by these ASUs during the year ended December 31, 2022.
Revenue from Contracts with Customers
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Subscriptions
−Removed: SELECT subscriptions — The Company provides prepaid annual recurring subscriptions 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.
−Removed: 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.
−Removed: SELECT subscriptions revenues are recognized as distinct performance obligations are satisfied.
−Removed: The performance obligations within the SELECT offering, outside of the portfolio balancing exchange right, are concurrently delivered and have the same pattern of recognition.
−Removed: These performance obligations are accounted for ratably over the term as a single performance obligation.
−Removed: 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.
−Removed: 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.
+Added: Enterprise subscriptions — The Company provides enterprise subscription offerings, which provide its enterprise accounts with complete and unlimited global access to the Company’s comprehensive portfolio of solutions.
+Added: Enterprise 365 (“E365”) subscriptions are charged to accounts primarily based upon daily usage.
+Added: The daily usage fee includes a term license component, SELECT maintenance and support, hosting, and Success Blueprints, which are designed to achieve business outcomes through more efficient and effective use of the Company’s software.
+Added: E365 revenues are recognized based upon usage incurred by the account.
+Added: Usage is primarily defined as distinct user access on a daily basis.
+Added: E365 subscriptions can contain quarterly usage floors or collars.
+Added: The term of E365 subscriptions aligns with calendar quarters and revenue is recognized based on actual usage.
+Added: Alternatively, Enterprise License Subscriptions (“ELS”) provide access for a prepaid fee, which is based on the
+Added: 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.
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Billings in advance are recorded as Deferred revenues in the consolidated balance sheets.
−Removed: 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.
−Removed: The daily usage fee also includes a term license component, SELECT maintenance and support, hosting, and Success Blueprints, which are designed to achieve business outcomes through more efficient and effective use of the Company’s software.
−Removed: E365 revenues are recognized based upon usage incurred by the account.
−Removed: Usage is defined as distinct user access on a daily basis.
−Removed: E365 subscriptions can contain quarterly usage floors or collars as accounts transition to the usage model or for accounts within the public sector.
−Removed: The term of E365 subscriptions aligns with calendar quarters and revenue is recognized based on actual usage.
+Added: SELECT subscriptions — The Company provides prepaid annual recurring subscriptions 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.
+Added: 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.
+Added: SELECT subscriptions revenues are recognized as distinct performance obligations are satisfied.
+Added: The performance obligations within the SELECT offering, outside of the portfolio balancing exchange right, are concurrently delivered and have the same pattern of recognition.
+Added: These performance obligations are accounted for ratably over the term as a single performance obligation.
Term license subscriptions — The Company provides annual, quarterly, and monthly term licenses for its software products.
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The terms of QTL and MTL subscriptions align with calendar quarters and calendar months, respectively, and revenue is recognized based on actual usage.
−Removed: 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.
+Added: Visas 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.
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As of December 31, 2022 and 2021, 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.
−Removed: Contract assets were no t impaired as of December 31, 2021 and 2020.
+Added: Contract assets were not impaired as of December 31, 2022 and 2021.
Deferred revenues consist of billings made or payments received in advance of revenue recognition from subscriptions and services.
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For the year ended December 31, 2021, $ 183,997 of revenues that were included in the December 31, 2020 deferred revenues balance were recognized.
−Removed: There were additional deferrals of $ 193,999 , which were primarily related to new billings.
+Added: There were additional deferrals of $ 215,947 , which were primarily related to new billings and acquisitions (see Note 4).
Remaining Performance Obligations
The Company’s contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date.
−Removed: As of December 31, 2021, amounts allocated to these remaining performance obligations are $ 232,593 , of which the Company expects to recognize 96.6 % over the next 12 months with the remaining amount thereafter.
+Added: As of December 31, 2022, amounts allocated to these remaining performance obligations are $ 243,073 , of which the Company expects to recognize approximately 93 % over the next 12 months with the remaining amount thereafter.
Disaggregation of Revenues
−Removed: The following table details revenues:
+Added: The Company’s revenues consist of the following:
Year Ended December 31,
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Subscriptions:
−Removed: SELECT subscriptions $ 269,283 $ 270,749 $ 267,249
Enterprise subscriptions (1)
$ 345,678 $ 290,097 $ 221,524
+Added: SELECT subscriptions 264,308 269,283 270,749
Term license subscriptions 350,234 253,427 187,000
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The Company derived 8 % of its total revenues through channel partners for the years ended December 31, 2022, 2021, and 2020.
−Removed: Revenue to external customers is attributed to individual countries based upon the location of the customer.
+Added: Revenue from external customers is attributed to individual countries based upon the location of the customer.
+Added: Revenues by geographic region are as follows:
Year Ended December 31,
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Europe, the Middle East, and Africa (“EMEA”) 312,804 300,123 254,036
−Removed: 300,123 254,036 236,602
Asia-Pacific (“APAC”)
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totaled $ 459,511 , $ 393,865 , and $ 348,222 for the years ended December 31, 2022, 2021, and 2020, respectively.
−Removed: (2) Revenue attributable to the United Kingdom (“U.K.”) totaled $ 85,656 , $ 64,433 , and $ 57,321 for the years ended December 31, 2021, 2020, and 2019, respectively.
−Removed: For the years ended December 31, 2021, 2020, and 2019, the Company completed a number of acquisitions, for an aggregate purchase price of $ 1,269,844 , $ 102,094 , and $ 41,075 , respectively.
+Added: For the years ended December 31, 2022, 2021, and 2020, the Company completed 6 , 13 , and 6 acquisitions, respectively, for an aggregate purchase price of $ 765,098 , $ 1,269,844 , and $ 102,094 , respectively.
+Added: On January 31, 2022, the Company completed the acquisition of Power Line Systems, a leader in software for the design of overhead electric power transmission lines and their structures, for $ 695,968 in cash, net of cash acquired.
On June 17, 2021, the Company completed the acquisition of Seequent, a leader in software for geological and geophysical modeling, geotechnical stability, and cloud services for geodata management and collaboration, for $ 883,336 in cash, net of cash acquired, plus 3,141,342 shares of the Company’s Class B Common Stock.
−Removed: The operating results of the acquired businesses, except for Seequent, were not material, individually or in the aggregate, to the Company’s consolidated statements of operations and financial position.
+Added: The operating results of the acquired businesses, except for Seequent, were not material, individually or in the aggregate, to the Company’s consolidated statements of operations.
The aggregate details of the Company’s acquisition activity are as follows:
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Net cash paid $ 743,007 $ 1,034,983 $ 93,032
−Removed: (1) Of the cash paid at closing for the year ended December 31, 2021, $ 8,701 was deposited into an escrow account to secure any potential indemnification and other obligations of the seller.
+Added: (1) Of the cash paid at closing for the years ended December 31, 2022, 2021, and 2020, $ 3,000 , $ 8,701 , and $ 3,413 , respectively, was deposited into an escrow account to secure any potential indemnification and other obligations of the seller.
The fair value of the contingent consideration from acquisitions is included in the consolidated balance sheets as follows:
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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.
−Removed: As discussed in Note 2, the Company early adopted ASU 2021‑08 effective January 1, 2021.
−Removed: In connection with the purchase price allocations related to the Company’s acquisitions that closed prior to 2021, the Company estimated the fair values of the support obligations assumed relative to acquired deferred revenues.
−Removed: The estimated fair values of the support obligations assumed were determined using a cost‑build‑up approach.
−Removed: The cost‑build‑up approach determines fair value by estimating the costs related to fulfilling the obligations plus a normal profit margin.
−Removed: These fair value adjustments reduce the revenues recognizable over the remaining support contract term of the Company’s acquired contracts.
−Removed: For the years ended December 31, 2021, 2020, and 2019, the fair value adjustments to reduce revenue related to acquisitions that closed prior to 2021 were $ 32 , $ 599 , and $ 553 , respectively.
−Removed: The Company finalized the purchase accounting for acquisitions completed through the year ended December 31, 2021.
+Added: The Company is in the process of finalizing the purchase accounting for three acquisitions completed during the year ended December 31, 2022.
+Added: Identifiable assets acquired and liabilities assumed were provisionally recorded at their estimated fair values on the respective acquisition date.
+Added: 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.
+Added: 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.
+Added: 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 costs are expensed as incurred and are recorded in General and administrative in the consolidated statements of operations.
−Removed: For the years ended December 31, 2021, 2020, and 2019, the Company incurred acquisition expenses of $ 20,471 , $ 2,227 , and $ 950 , respectively, which include costs related to legal, accounting, valuation, insurance, general administrative, and other consulting fees.
−Removed: For the year ended December 31, 2021, $ 16,557 of the Company’s acquisition expenses related to the acquisition of Seequent.
+Added: For the years ended December 31, 2022, 2021, and 2020, the Company’s acquisition expenses were $ 11,758 , $ 20,471 , and $ 2,227 , respectively, which include costs related to legal, accounting, valuation, insurance, general administrative, and other consulting fees.
+Added: For the year ended December 31, 2022, $ 9,804 of the Company’s acquisition expenses related to the acquisition of Power Line Systems.
+Added: For the year ended December 31, 2021, $ 16,557 and $ 1,644 of the Company’s acquisition expenses related to the acquisition of Seequent and Power Line Systems, respectively.
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):
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Deferred, non-contingent consideration, net 749 10,090 1,416
+Added: Other ( 269 ) — —
Total consideration $ 765,098 $ 1,269,844 $ 102,094
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Net assets acquired $ 765,098 $ 1,269,844 $ 102,094
−Removed: (1) Of the total 3,141,342 shares issued at closing, 83,627 shares are subject to forfeiture if post‑closing employment service conditions are not met.
−Removed: Accordingly, $ 5,452 is being recorded as stock‑based compensation expense over the related forfeiture period of two years (see Note 15).
+Added: (1) Of the total 3,141,342 shares issued at closing, 83,627 shares are subject to forfeiture if post‑closing employment service conditions are not met and accordingly are being recorded as stock‑based compensation expense over the related forfeiture period of two years (see Note 15).
(2) A fair value adjustment of $ 16,943 was applied to the stock consideration due to restrictions on the transfer of securities.
The fair values of the working capital, other assets (liabilities), and property and equipment approximated their respective carrying values as of the acquisition date.
−Removed: As discussed above, the fair values of deferred revenues related to the Company’s acquisitions that closed prior to 2021 were determined using the cost‑build‑up approach.
−Removed: The fair values of deferred revenues related to the Company’s acquisitions that closed during 2021 were determined in accordance with Topic 606 (see Note 3).
+Added: Deferred revenues were determined in accordance with the Company’s revenue recognition policies (see Note 3).
The fair values of the intangible assets were primarily determined using the income approach.
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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.
−Removed: Of the goodwill recorded as of December 31, 2021, $ 18,534 is expected to be deductible for tax purposes.
+Added: The Company expects $ 530,205 of the goodwill recorded relating to the 2022 acquisitions will be deductible for income tax purposes.
Unaudited Pro Forma Financial Information
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The unaudited pro forma financial information combines the historical results of the Company, the adjusted historical results of Seequent considering the date the Company completed the acquisition of Seequent, and the effects of the pro forma adjustments described above.
−Removed: Acquisition Subsequent to December 31, 2021
−Removed: On January 31, 2022, the Company completed the acquisition of Power Line Systems, a leader in software for the design of overhead electric power transmission lines and their structures, for approximately $ 700,000 in cash, net of cash acquired, and subject to customary adjustments including for working capital.
−Removed: The Company used readily available cash and borrowings under its bank credit facility (see Note 10) to fund the transaction.
−Removed: The acquisition is not expected to be material to the Company’s consolidated statements of operations.
−Removed: The acquisition is expected to be material to the Company’s financial position and cash flows.
Property and Equipment, Net
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Depreciation expense for the years ended December 31, 2022, 2021, and 2020 was $ 10,706 , $ 11,217 , and $ 10,166 , respectively.
−Removed: Related Party Equipment Sale Subsequent to December 31, 2021
+Added: Related Party Equipment Sale
In January 2022, the audit committee of the Company’s board of directors authorized the Company to sell 50 % of its interest in the Company’s aircraft at fair market value to an entity controlled by the Company’s Chief Executive Officer.
−Removed: The transaction was completed on February 1, 2022 for $ 2,380 and resulted in a gain of $ 2,029 .
−Removed: Ongoing operating and fixed costs of the aircraft will be shared on a proportional use basis subject to a cost-sharing agreement.
−Removed: Pursuant to FASB ASC Topic 850, Related Party Disclosures , the Company determined this transaction was to a related party.
+Added: The transaction was completed on February 1, 2022 for $ 2,380 and resulted in a gain of $ 2,029 , which was recorded in Other income, net in the consolidated statement of operations for the year ended December 31, 2022.
+Added: Subsequent to the transaction, ongoing operating and fixed costs of the aircraft are shared on a proportional use basis subject to a cost-sharing agreement.
+Added: Such costs were not material during the year ended December 31, 2022.
+Added: The Company determined this transaction was with a related party.
Goodwill and Other Intangible Assets
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Investments consist of the following:
+Added: December 31, 2022 December 31, 2021
Cost method investments $ 22,174 $ 6,438
−Removed: Equity method investment — 2,251
+Added: Equity method investments 96 —
Total investments $ 22,270 $ 6,438
+Added: Cost Method Investments
Through iTwin Ventures , the Company invests in technology development companies, generally in the form of equity interests or convertible notes.
−Removed: The Company recorded these investments under the cost method.
−Removed: For the years ended December 31, 2021 and 2020, the Company invested $ 2,781 and $ 3,440 in cost method investments, respectively.
−Removed: In June 2021, in connection with the acquisition of Seequent, the Company recorded an equity method investment arising from a pre‑existing investment made by Seequent.
−Removed: The investee offers a broad range of data and software related services with a focus on the mining and exploration industry.
−Removed: During the third quarter of 2021, the Company acquired the remaining interest in this investment and accounted for it as a business combination (see Note 4).
−Removed: In September 2019, the Company and Topcon Positioning Systems, Inc.
−Removed: (“Topcon”) formed Digital Construction Works, Inc.
−Removed: (“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.
−Removed: 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.
−Removed: The Company and Topcon each have a 50 % ownership in DCW.
−Removed: For the years ended December 31, 2021 and 2020, the Company invested $ 1,300 and $ 3,000 in DCW, respectively.
−Removed: Pursuant to FASB ASC Topic 850, Related Party Disclosures , the Company has determined that DCW is a related party.
−Removed: For the years ended December 31, 2021 and 2020, transactions between the Company and DCW were not material to the Company’s consolidated financial statements.
+Added: In July 2022, the Company acquired an equity interest in Teralytics Holdings AG, a global platform company for human mobility analysis, via contribution of its Streetlytics mobility data business (“Streetlytics”) and cash.
+Added: The transaction resulted in an insignificant gain from the divestiture of Streetlytics, which was recorded in Other income, net in the consolidated statements of operations for the year ended December 31, 2022.
+Added: As of December 31, 2022, the investment in Teralytics was $ 11,130 .
+Added: The Company invested a total of $ 15,107 , including the contribution of Streetlytics, for the year ended December 31, 2022, and $ 2,781 for the year ended December 31, 2021.
+Added: Equity Method Investments
+Added: The Company is party to joint ventures, which are accounted for using the equity method.
+Added: For the years ended December 31, 2022 and 2021, the Company invested $ 2,343 and $ 1,300 , respectively.
The Company’s operating leases consist of office facilities, office equipment, and automobiles, and the Company’s finance lease consists of computer equipment.
−Removed: The finance lease is not material for the periods presented.
−Removed: As of December 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 five years .
−Removed: 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.
−Removed: 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.
−Removed: Variable lease cost may include common area maintenance, property taxes, utilities, and fluctuations in rent due to a change in an index or rate.
−Removed: 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).
−Removed: Short‑term leases are recognized in the consolidated statements of operations on a straight‑line basis over the lease term.
+Added: The finance lease expired during the second quarter of 2022 and was not material for the periods presented.
+Added: As of December 31, 2022, the Company’s leases have remaining terms of less than one year to eight 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 five years .
The components of operating lease cost reflected in the consolidated statements of operations were as follows:
Year Ended December 31,
+Added: 2022 2021 2020
Operating lease cost (1)
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(1) Operating lease cost includes rent cost related to operating leases for office facilities of $ 20,027 , $ 18,636 , and $ 17,417 for the years ended December 31, 2022, 2021, and 2020, respectively.
−Removed: For the year ended December 31, 2019, total rent expense related to operating leases recognized on straight‑line basis over the life of the lease under the previous accounting guidance was $ 17,036 .
−Removed: Other information related to leases was as follows:
+Added: Supplemental operating cash flow and other information related to leases was as follows:
Year Ended December 31,
−Removed: Cash paid for amounts included in the measurement of lease liabilities:
−Removed: Operating cash flows from operating leases $ 19,636 $ 18,384
+Added: 2022 2021 2020
+Added: Cash paid for operating leases included in operating cash flows $ 19,587 $ 19,636 $ 18,384
Right-of-use assets obtained in exchange for new operating lease liabilities (1)
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The weighted average remaining lease term for operating leases was 3.9 years and 4.1 years as of December 31, 2022 and 2021, respectively.
−Removed: The weighted average discount rate was 2.5 % and 2.1 % as of December 31, 2021 and 2020.
+Added: The weighted average discount rate was 3.4 % and 2.5 % as of December 31, 2022 and 2021, respectively.
Maturities of operating lease liabilities are as follows:
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As of December 31, 2022, the Company had additional operating lease minimum lease payments of $ 2,669 for executed leases that have not yet commenced, primarily for office locations.
−Removed: Supplemental balance sheet information related to the financing lease was as follows:
−Removed: Property and equipment $ 484 $ 572
−Removed: Accumulated depreciation ( 453 ) ( 229 )
−Removed: Property and equipment, net $ 31 $ 343
Accruals and Other Current Liabilities
−Removed: Other liabilities — 99
−Removed: Total financing lease liabilities $ 98 $ 296
−Removed: Accruals and Other Current Liabilities
Accruals and other current liabilities consist of the following:
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Due to customers 13,720 12,798
−Removed: Accrued acquisition stay bonus 9,461 5,599
Accrued indirect taxes 9,766 7,520
−Removed: Deferred compensation plan liabilities 7,309 169
+Added: Accrued acquisition stay bonus 9,135 9,461
+Added: Employee stock purchase plan contributions 5,230 4,818
Accrued professional fees 4,984 6,940
Accrued cloud provisioning costs 4,224 5,862
−Removed: Contingent consideration from acquisitions 5,382 2,884
−Removed: Employee stock purchase plan contributions 4,818 —
Non-contingent consideration from acquisitions 2,434 4,751
−Removed: Accrued facility costs 2,194 2,095
−Removed: Accrued severance and realignment costs 664 7,209
+Added: Deferred compensation plan liabilities 2,067 7,309
+Added: Contingent consideration from acquisitions 1,196 5,382
Other accrued and current liabilities 32,421 22,335
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Bank Credit Facility
−Removed: 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”).
−Removed: In connection with the Second Amendment, certain lenders exited the Credit Facility.
−Removed: 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 .
−Removed: Debt issuance costs are amortized to interest expense through the maturity date of November 15, 2025.
−Removed: On June 22, 2021, the Company entered into the Third Amendment to the Credit Facility, which increased the aggregate amount of approved convertible debt to permit the issuance and sale of additional convertible senior notes.
−Removed: See the section titled “—Convertible Senior Notes—2027 Notes” below.
−Removed: On December 22, 2021, the Company entered into the Fourth Amendment to the Credit Facility, which provided for a new $ 200,000 senior secured term loan with a maturity of November 15, 2025 (the “2021 Term Loan”) and included certain other amendments.
−Removed: The 2021 Term Loan requires principal repayment at the end of each calendar quarter.
−Removed: Beginning with March 31, 2022 and ending with December 31, 2023, the Company is required to repay $ 1,250 per quarter.
−Removed: Beginning with March 31, 2024 and ending with the last such date prior to the maturity date, the Company is required to repay $ 2,500 per quarter.
−Removed: The Company incurred $ 540 of debt issuance costs related to the 2021 Term Loan.
−Removed: As of December 31, 2021, $ 45 of the transaction costs were recorded in Accruals and other current liabilities in the consolidated balance sheet.
−Removed: The Company used borrowings under the 2021 Term Loan to pay down borrowings under the swingline sub‑facility and revolving facility under the Credit Facility.
−Removed: Under the 2021 Term Loan, the Company may make either Euro currency or non-Euro currency interest rate elections.
−Removed: Interest on the Euro currency borrowings bear a base interest rate of LIBOR, plus a spread ranging from 100 basis points (“bps”) to 200 bps as determined by the Company’s net leverage ratio.
−Removed: Under the non-Euro currency elections, the 2021 Term Loan bears 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 0 bps to 100 bps as determined by the Company’s net leverage ratio.
−Removed: On September 2, 2020, the Company entered into the First Amendment to the Credit Facility, which provided a new term loan of $ 125,000 (the “2020 Term Loan”) with a maturity of December 18, 2022 and included certain other amendments, including the addition of a mandatory prepayment provision requiring the Company to prepay borrowings under the Credit Facility in an aggregate amount equal to the net proceeds from any underwritten public offering by the Company, which prepayment shall be applied, first, to the 2020 Term Loan and, second, to any borrowings outstanding under the revolving facility under the Credit Facility without reducing the revolving commitments thereof.
−Removed: The Company used borrowings under the 2020 Term Loan and under the revolving facility under the Credit Facility to pay the Special Dividend declared by the Company’s board of directors on August 28, 2020 (see Note 1).
−Removed: The Company incurred $ 432 of debt issuance costs related to the 2020 Term Loan.
−Removed: In November 2020, the Company used a portion of the net proceeds from the Follow‑On Offering to repay the 2020 Term Loan (see Note 13).
−Removed: 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 U.S.
+Added: The Company is party to a Credit Agreement dated December 19, 2017, (as amended from time to time) which provides for an $ 850,000 senior secured revolving loan facility that matures on November 15, 2025 (the “Credit Facility”).
+Added: Debt issuance costs are amortized to interest expense through the maturity date.
+Added: When the Company amended the Credit Facility on January 25, 2021, to increase the senior secured revolving loan facility and extend the maturity date, 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 .
+Added: The Credit Facility also provides up to $ 50,000 of letters of credit and other borrowings subject to availability, including an $ 85,000 U.S.
Dollar swingline sub‑facility and a $ 200,000 incremental “accordion” sub‑facility.
The Company had $ 150 of letters of credit and surety bonds outstanding as of December 31, 2022 and 2021.
−Removed: As of December 31, 2021 and 2020, the Company had $ 849,850 and $ 253,850 available under the Credit Facility.
+Added: As of December 31, 2022 and 2021, the Company had $ 504,253 and $ 849,850 , respectively, available under the Credit Facility.
Under the Credit Facility, the Company may make either Euro currency or non‑Euro currency interest rate elections.
−Removed: Interest on the Euro currency borrowings bear a base interest rate of LIBOR plus a spread ranging from 125 bps to 225 bps as determined by the Company’s net leverage ratio.
+Added: Interest on the Euro currency borrowings bear a base interest rate of 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 net leverage ratio.
In addition, a commitment fee for the unused Credit Facility ranges from 20 bps to 30 bps as determined by the Company’s net leverage ratio.
−Removed: 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.
+Added: Borrowings under the Credit Facility are guaranteed by all of the Company’s material first tier domestic subsidiaries and are secured by a first priority security interest in substantially all of the Company’s and the guarantors’ U.S.
assets and 65 % of the stock of their directly owned foreign subsidiaries.
−Removed: The Credit Facility contains both affirmative and negative covenants, including maximum net leverage ratios.
+Added: The agreement governing the Credit Facility contains customary positive and negative covenants, including restrictions on our ability to pay dividends and make other restricted payments, as well as events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenants defaults, cross-defaults to certain other indebtedness in excess of $ 50,000 , certain events of bankruptcy and insolvency, judgment defaults in excess of $ 10,000 , failure of any security document supporting the Credit Facility to be in full force and effect, and a change of control.
+Added: The Credit Facility also contains customary financial covenants, including maximum net leverage ratios.
As of December 31, 2022 and 2021, the Company was in compliance with all covenants in its Credit Facility.
−Removed: 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.
+Added: On December 22, 2021, the Company amended the Credit Facility to provide for a $ 200,000 senior secured term loan with a maturity of November 15, 2025 (the “2021 Term Loan”) and included certain other conforming amendments.
+Added: The 2021 Term Loan requires principal repayment at the end of each calendar quarter.
+Added: Beginning with March 31, 2022 and ending with December 31, 2023, the Company is required to repay $ 1,250 per quarter.
+Added: Beginning with March 31, 2024 and ending with the last such date prior to the maturity date, the Company is required to repay $ 2,500 per quarter.
+Added: The Company incurred $ 540 of debt issuance costs related to the 2021 Term Loan.
+Added: The Company used borrowings under the 2021 Term Loan to pay down borrowings under the swingline sub‑facility and revolving loan facility under the Credit Facility.
+Added: Under the 2021 Term Loan, the Company may make either Euro currency or non-Euro currency interest rate elections.
+Added: Interest on the Euro currency borrowings bear a base interest rate of LIBOR, plus a spread ranging from 100 bps to 200 bps as determined by the Company’s net leverage ratio.
+Added: Under the non-Euro currency elections, the 2021 Term Loan bears 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 0 bps to 100 bps as determined by the Company’s net leverage ratio.
+Added: Prior to the IPO, on September 2, 2020, the Company amended the Credit Facility to incur a term loan of $ 125,000 (the “2020 Term Loan”) with a maturity of December 18, 2022.
+Added: The Company used the proceeds from the 2020 Term Loan and borrowings under the revolving loan facility under the Credit Facility to pay the Special Dividend declared by the Company’s board of directors on August 28, 2020 (see Note 1).
+Added: The Company incurred $ 432 of debt issuance costs related to the 2020 Term Loan.
+Added: In November 2020, the Company used a portion of the net proceeds from the Follow‑On Offering to repay the 2020 Term Loan (see Note 13).
Convertible Senior Notes
6 unchanged sentences
The Company used the remainder of the net proceeds from the sale of the 2026 Notes for general corporate purposes and towards funding certain acquisitions, including Seequent (see Note 4).
+Added: During the fourth quarter of 2022, the Company paid $ 1,998 in cash to repurchase $ 2,170 aggregate principal amount of its outstanding 2026 Notes through open market transactions resulting in an insignificant gain, which was recorded in Other income, net in the consolidated statement of operations for the year ended December 31, 2022.
+Added: The 2026 Notes were repurchased under the Company’s repurchase program authorization (see Note 13).
Prior to October 15, 2025, the 2026 Notes will be convertible at the option of the holder only under the following circumstances:
19 unchanged sentences
Notwithstanding the foregoing, the 2026 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 2026 Indenture consists exclusively of the right to receive additional interest on the 2026 Notes.
−Removed: 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.
−Removed: Transaction costs were recorded as a direct deduction from the related debt liability in the consolidated balance sheet and are amortized to interest expense over the term of the 2026 Notes.
+Added: The 2026 Notes were accounted for as debt, with no bifurcation of the embedded conversion feature.
+Added: Transaction costs were recorded as a direct deduction from the related debt liability in the consolidated balance sheets and are amortized to interest expense over the term of the 2026 Notes.
The effective interest rate for the 2026 Notes is 0.658 %.
2 unchanged sentences
The 2026 Notes contain both affirmative and negative covenants.
−Removed: As of December 31, 2021, the Company was in compliance with all covenants in the 2026 Notes.
+Added: As of December 31, 2022 and 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.
33 unchanged sentences
Notwithstanding the foregoing, the 2027 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 2027 Indenture consists exclusively of the right to receive additional interest on the 2027 Notes.
−Removed: As previously discussed, the Company early adopted ASU 2020‑06 as of January 1, 2021 and concluded the 2027 Notes will be accounted for as debt, with no bifurcation of the embedded conversion feature.
−Removed: Transaction costs were recorded as a direct deduction from the related debt liability in the consolidated balance sheet and are amortized to interest expense over the term of the 2027 Notes.
+Added: The 2027 Notes were accounted for as debt, with no bifurcation of the embedded conversion feature.
+Added: Transaction costs were recorded as a direct deduction from the related debt liability in the consolidated balance sheets and are amortized to interest expense over the term of the 2027 Notes.
The effective interest rate for the 2027 Notes is 0.864 %.
2 unchanged sentences
The 2027 Notes contain both affirmative and negative covenants.
−Removed: As of December 31, 2021, the Company was in compliance with all covenants in the 2027 Notes.
+Added: As of December 31, 2022 and 2021, the Company was in compliance with all covenants in the 2027 Notes.
Capped Call Options — In connection with the pricing of the 2027 Notes, the Company entered into capped call options with certain of the initial purchasers or their respective affiliates and certain other financial institutions.
12 unchanged sentences
Revolving loan facility (1)
+Added: $ 15,798 $ 3,448 $ 5,680
Term loans (1)
−Removed: Interest rate swap 1,270 696 —
+Added: 7,413 117 502
Amortization and write-off of deferred debt issuance costs 1,152 1,309 985
2 unchanged sentences
Amortization of deferred debt issuance costs 3,632 3,378 —
+Added: 4,510 4,181 —
0.375 % Coupon interest
+Added: 2,186 1,096 —
Amortization of deferred debt issuance costs 2,507 1,268 —
+Added: 4,693 2,364 —
Other obligations 1,490 108 50
Total interest expense $ 35,056 $ 11,527 $ 7,217
−Removed: (1) The weighted average interest rate was 2.03 %, 1.92 %, and 3.47 % for the years ended December 31, 2021, 2020, and 2019, respectively.
−Removed: Interest rate risk associated with the Credit Facility is managed through an interest rate swap which the Company executed on March 31, 2020.
−Removed: The interest rate swap has an effective date of April 2, 2020 and a termination date of April 2, 2030.
−Removed: Under the terms of the interest rate swap, the Company fixed its LIBOR borrowing rate at 0.73 % on a notional amount of $ 200,000 .
−Removed: The interest rate swap is not designated as a hedging instrument for accounting purposes.
−Removed: The Company accounts for the interest rate swap as either an asset or a liability in the consolidated balance sheets and carries the derivative at fair value.
−Removed: Gains and losses from the change in fair value are recognized in Other income (expense), net in the consolidated statements of operations.
−Removed: As of December 31, 2021 and 2020, the Company recorded a swap related asset at fair value of $ 10,117 and $ 347 , respectively, in Other assets in the consolidated balance sheets.
+Added: (1) The revolving loan facility and term loans weighted average interest rate was 3.84 %, 2.03 %, and 1.92 % for the years ended December 31, 2022, 2021, and 2020, respectively.
Scheduled maturities of long‑term debt are as follows:
December 31, 2022
−Removed: Thereafter 575,000
Total scheduled maturities of long-term debt $ 1,803,427
4 unchanged sentences
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.
+Added: On November 2, 2022, the Sustainability Committee of the Company’s board of directors approved an amendment to the Bonus Plan such that with respect to current year payouts and thereafter, one‑third of the Company’s Chief Investment Officer’s allocated percentage interest will be multiplied by a coefficient derived from the performance of the Company’s BSY Investments group (the Company’s executive team focused on portfolio development, mergers and acquisitions, venture capital investing, digital integrator business activities, and various incubating and accelerating business activities).
+Added: This coefficient is generally determined by calculating the annual increase (or decrease) in value of the BSY Investments portfolio, taking into account applicable fees and an annual hurdle rate, in all cases, as approved by the Company’s nonemployee directors.
A participant may defer any portion, or all, of such participant’s incentive bonus payable pursuant to the Bonus Plan into the DCP (see Note 12).
8 unchanged sentences
Deferred Compensation Plan
−Removed: Under the Company’s unfunded DCP, certain officers and key employees may defer all or any part of their incentive compensation, and the Company may make discretionary awards on behalf of such participants.
−Removed: Elective participant deferrals and discretionary Company awards are received 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, and are recorded as stock‑based compensation expense in the consolidated statements of operations (see Note 15).
−Removed: In August 2021, the Company’s board of directors approved an amendment to the DCP, which offered to certain active executives in the DCP a one‑time, short‑term election to reallocate a limited portion of their DCP holdings from phantom shares of the Company’s Class B Common Stock into other DCP phantom investment funds.
+Added: Under the Company’s DCP, certain officers and key employees may defer all or any part of their incentive compensation, and the Company may make discretionary awards on behalf of such participants.
+Added: Elective participant deferrals and discretionary Company awards are received in the form of phantom shares of the Company’s Class B Common Stock, which are valued for accounting purposes in the same manner as actual shares of Class B Common Stock, and are recorded as stock‑based compensation expense in the consolidated statements of operations (see Note 15).
+Added: In August 2021, the Company’s board of directors approved an amendment to the DCP, which offered to certain active executives in the DCP a one‑time, short‑term election to reallocate a limited portion of their DCP holdings from phantom shares of the Company’s Class B Common Stock into other phantom investment funds.
The offer to reallocate was subject to a proration mechanism which adjusted the aggregate elections to a maximum of 1,500,000 phantom shares of the Company’s Class B Common Stock.
1 unchanged sentence
While DCP participants’ investments in phantom shares remain equity classified, as they will be settled in shares of Class B Common Stock upon eventual distribution, the amendment and elections resulted in a change to liability classification for the reallocated phantom investments, as they will be settled in cash upon eventual distribution.
−Removed: As a result, during the year ended December 31, 2021, the Company reclassified cumulative compensation cost of $ 4,739 from Additional paid-in capital to Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheet and recognized a compensation charge of $ 90,721 to Deferred compensation plan expenses in the consolidated statements of operations to record the reallocated deferred compensation plan liabilities at their fair value of $ 95,460 .
−Removed: Subsequent to the one‑time reallocation, these diversified deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.
−Removed: Amounts in the DCP attributable to certain non‑colleague participants are settled in cash and are classified as liabilities in either Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheets.
+Added: As a result, during the year ended December 31, 2021, the Company reclassified cumulative compensation cost of $ 4,739 from Additional paid-in capital to Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheet and recognized a compensation charge of $ 90,721 to Deferred compensation plan expenses in the consolidated statement of operations to record the reallocated deferred compensation plan liabilities at their fair value of $ 95,460 .
+Added: DCP participants’ holdings in phantom investment funds are classified as liabilities in either Accruals and other current liabilities or Deferred compensation plan liabilities in the consolidated balance sheets as they will be settled in cash upon eventual distribution.
The deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations.
+Added: Deferred compensation plan income was $ 15,782 for the year ended December 31, 2022.
Deferred compensation plan expense was $ 95,046 , and $ 177 for the years ended December 31, 2021 and 2020, respectively.
9 unchanged sentences
The Company may make discretionary profit‑sharing contributions to the 401(k) Plan.
−Removed: The Company matches 50 %, up to a maximum of 5 % of “qualified cash compensation” for each eligible participating colleague.
+Added: Effective January 1, 2022, the Company matches 50 %, up to a maximum of 6 % of “qualified cash compensation” for each eligible participating colleague.
+Added: For the years ended December 31, 2021 and 2020, the Company matched 50 %, up to a maximum of 5 % of “qualified cash compensation” for each eligible participating colleague.
The Company’s matching contributions to the 401(k) Plan were $ 4,933 , $ 4,114 , and $ 3,583 , for the years ended December 31, 2022, 2021, and 2020, respectively.
−Removed: Effective January 1, 2022, the Company will match 50 %, up to a maximum of 6 % of “qualified cash compensation” for each eligible participating colleague.
The Company also maintains various retirement benefit plans (primarily defined contribution plans) for colleagues of its international subsidiaries.
17 unchanged sentences
The Company agreed to pay certain expenses in connection with the Follow‑On Offering on behalf of the selling stockholders and made an accounting policy election to offset these expenses against the Follow‑On Offering proceeds.
−Removed: The Follow‑On Offering net proceeds were used to repay outstanding borrowings under the 2020 Term Loan and revolving facility of the Company’s Credit Facility (see Note 10).
+Added: The Follow‑On Offering net proceeds were used to repay outstanding borrowings under the 2020 Term Loan and revolving loan facility of the Company’s Credit Facility (see Note 10).
Preferred Stock Authorized and Selected Terms
14 unchanged sentences
Pursuant to the terms of the Company’s amended and restated Certificate of Incorporation in effect prior to the IPO, each share of Class B Common Stock had the same rights and privileges as each share of Class A Common Stock, except that the holders of outstanding shares of Class B Common Stock did not have any right to vote on, or consent with respect to, any matters to be voted on or consented to by the stockholders of the Company except as was required by law, and the shares of Class B Common Stock were not included in determining the number of shares voting or entitled to vote on any such matters.
+Added: BSY Stock Repurchase Program
+Added: On May 11, 2022, the Company announced that its board of directors approved the BSY Stock Repurchase Program (the “Repurchase Program”) authorizing the Company to repurchase up to $ 200,000 of the Company’s Class B Common Stock through June 30, 2024.
+Added: On December 14, 2022, the Company’s board of directors amended the Repurchase Program to allow the Company also to repurchase its outstanding convertible senior notes.
+Added: This additional authorization did not increase the overall dollar limit of the Repurchase Program.
+Added: The shares and notes proposed to be acquired in the Repurchase Program may be repurchased from time to time in open market transactions, through privately negotiated transactions, or by other means in accordance with federal securities laws.
+Added: The Company intends to fund repurchases from available working capital and cash provided by operating activities.
+Added: The timing, as well as the number and value of shares and/or notes repurchased under the Repurchase Program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company’s Class B Common Stock and outstanding notes, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, and applicable legal requirements.
+Added: The exact number of shares and/or notes to be repurchased by the Company is not guaranteed, and the Repurchase Program may be suspended, modified, or discontinued at any time without prior notice.
+Added: For the year ended December 31, 2022, the Company repurchased 896,126 shares for $ 28,250 , and $ 2,170 aggregate principal amount of our outstanding 2026 Notes for $ 1,998 (see Note 10).
+Added: As of December 31, 2022, $ 169,752 was available under the Company’s board of directors authorization for future repurchases of Class B Common Stock and/or outstanding convertible senior notes under the Repurchase Program.
Common Stock Issuances, Sales, and Repurchases
On June 17, 2021, the Company issued 3,141,342 shares of the Company’s Class B Common Stock pursuant to the acquisition of Seequent (see Note 4).
−Removed: The Company has 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 $ 250,000 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.
+Added: The Company has a Class B Common Stock Purchase Agreement with a strategic investor (the “Common Stock Purchase Agreement”), pursuant to which the investor was, prior to our IPO, able to acquire in a series of transactions up to $ 250,000 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 Company had the right to retain a portion of the shares that would otherwise be sold to the investor.
−Removed: As of December 31, 2020, the investor reached the maximum purchase amount of $ 250,000 .
+Added: As of December 31, 2020, the investor reached the maximum purchase amount of $ 250,000 and, subsequent to our IPO, no longer had the right to acquire shares in repurchase transactions.
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 the right to participate in any sale process the Company may undertake.
1 unchanged sentence
During the year ended December 31, 2020, the investor purchased 4,574,399 shares under the Common Stock Purchase Agreement, with 3,769,346 of such shares having been repurchased by the Company and re-sold to the investor for consideration of $ 58,349 and 805,053 shares acquired directly by the investor for consideration of $ 12,462 .
−Removed: During the year ended December 31, 2019, the investor purchased 791,873 shares under the Common Stock Purchase Agreement, with 622,873 of such shares having been repurchased by the Company and re-sold to the investor for consideration of $ 4,510 and 169,000 shares acquired directly by the investor for consideration of $ 1,224 .
For the year ended December 31, 2022, the Company issued 2,613,659 shares of Class B Common Stock to colleagues who exercised their stock options, net of 397,501 shares withheld at exercise to pay for the cost of the stock options, as well as for $ 9,188 of applicable income tax withholdings.
2 unchanged sentences
The Company received $ 5,605 in proceeds from the exercise of stock options.
−Removed: For the year ended December 31, 2020, the Company paid $ 1,454 for 128,007 shares sold back to the Company upon exercise of the Put and Call provisions under its applicable equity incentive plans (see Note 15).
For the year ended December 31, 2020, the Company issued 4,060,839 shares of Class B Common Stock to colleagues who exercised their stock options, net of 1,425,352 shares withheld at exercise to pay for the cost of the stock options, as well as for $ 4,755 of applicable income tax withholdings.
2 unchanged sentences
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.
−Removed: For the year ended December 31, 2021, the Company issued 238,755 shares of Class B Common Stock in connection with Bonus Plan incentive compensation, net of shares withheld.
−Removed: Of the total 407,473 shares awarded, 168,718 shares were sold back to the Company to pay for applicable income tax withholdings of $ 8,739 .
−Removed: For the years ended December 31, 2021, 2020, and 2019, the Company issued 2,378,645 , 3,081,607 , and 2,322,983 shares of Class B Common Stock to DCP participants in connection with distributions from the plan.
+Added: For the year ended December 31, 2022, the Company issued 185,178 shares of Class B Common Stock related to the exercise of acquisition options (see Note 15), net of 714,822 shares withheld at exercise to pay for the cost of the options.
+Added: The Company did not receive any proceeds from the exercise of these options.
+Added: For the years ended December 31, 2022 and 2021, the Company issued 445,050 and 238,755 shares of Class B Common Stock, respectively, in connection with Bonus Plan incentive compensation, net of shares withheld.
+Added: Of the total 569,166 shares awarded for the year ended December 31, 2022, 124,116 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 5,197 .
+Added: Of the total 407,473 shares awarded for the year ended December 31, 2021, 168,718 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 8,739 .
+Added: For the years ended December 31, 2022, 2021, and 2020, the Company issued 3,541,375 , 2,378,645 , and 3,081,607 shares of Class B Common Stock, respectively, to DCP participants in connection with distributions from the plan.
The distribution in shares for the year ended December 31, 2022 totaled 4,041,707 shares of which 500,332 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 24,246 .
−Removed: The distribution in shares for the year ended December 31, 2020 totaled 3,352,931 shares of which 271,324 shares were sold back to the Company to pay for the cost of applicable income tax withholding of $ 4,625 .
−Removed: The distribution in shares for the year ended December 31, 2019 totaled 3,082,607 shares of which 759,624 shares were sold back to the Company to pay for the cost of applicable income tax withholding of $ 5,609 .
−Removed: For the year ended December 31, 2021, the Company did no t repurchase shares from its profit‑sharing plan.
−Removed: The Company repurchased 549,834 and 318,203 shares from its profit‑sharing plan for $ 6,970 and $ 2,417 for the years ended December 31, 2020 and 2019, respectively.
+Added: The distribution in shares for the year ended December 31, 2021 totaled 3,820,099 shares of which 1,441,454 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 69,007 .
+Added: The distribution in shares for the year ended December 31, 2020 totaled 3,352,931 shares of which 271,324 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $ 4,625 .
+Added: For the years ended December 31, 2022 and 2021, the Company did not repurchase shares from its profit‑sharing plan.
+Added: The Company repurchased 549,834 shares from its profit‑sharing plan for $ 6,970 for the year ended December 31, 2020.
The Company declared cash dividends during the periods presented as follows:
7 unchanged sentences
Third quarter 0.03 8,485
−Removed: 1.530 400,311
Second quarter 0.03 8,372
6 unchanged sentences
Total $ 1.62 $ 424,018
+Added: (1) Includes declared dividends for certain restricted stock awards and restricted stock units, and are net of forfeitures.
(2) As discussed in Note 1, on August 28, 2020, the Company’s board of directors declared a Special Dividend of $ 1.50 per share of the Company’s common stock ($ 392,489 in the aggregate).
+Added: Dividends Declared Subsequent to December 31, 2022
+Added: In January 2023, the Company declared cash dividends of $ 0.05 per share payable on March 7, 2023 to all stockholders of record of Class A and Class B Common Stock as of the close of business on February 21, 2023.
Global Employee Stock Purchase Plan
2 unchanged sentences
The ESPP has 25,000,000 shares of Class B Common Stock reserved for issuance.
+Added: As of December 31, 2022, shares of Class B Common Stock available for future issuance under the ESPP were 24,587,878 .
The ESPP has been 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.
3 unchanged sentences
Of the total 314,471 shares purchased, 7,065 shares were sold back to the Company to pay for applicable income tax withholdings of $ 273 .
+Added: During the year ended December 31, 2021, colleagues who elected to participate in the ESPP purchased a total of 104,716 shares of Class B Common Stock, net of shares withheld, resulting in cash proceeds to the Company of $ 3,846 .
+Added: Of the total 111,486 shares purchased, 6,770 shares were sold back to the Company to pay for applicable income tax withholdings of $ 438 .
During the year ended December 31, 2020, no shares were issued under the ESPP.
−Removed: As of December 31, 2021, $ 4,818 of ESPP withholding via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheet.
−Removed: As of December 31, 2020, there was no ESPP withholding via colleague payroll deduction.
+Added: As of December 31, 2022 and 2021, $ 5,230 and $ 4,818 of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively.
Accumulated Other Comprehensive Loss
4 unchanged sentences
Balance, December 31, 2019 $ ( 22,908 ) $ ( 1,019 ) $ ( 23,927 )
−Removed: Other comprehensive income (loss), before taxes
+Added: Other comprehensive (loss) income, before taxes
( 2,311 ) 6 ( 2,305 )
−Removed: Tax benefit — 203 203
−Removed: Other comprehensive income (loss), net of taxes
+Added: Tax expense — ( 1 ) ( 1 )
+Added: Other comprehensive (loss) income, net of taxes
( 2,311 ) 5 ( 2,306 )
6 unchanged sentences
Balance, December 31, 2021 ( 90,867 ) ( 907 ) ( 91,774 )
−Removed: Other comprehensive (loss) income, before taxes
+Added: Other comprehensive income, before taxes
1,459 820 2,279
Tax expense — ( 245 ) ( 245 )
−Removed: Other comprehensive (loss) income, net of taxes
+Added: Other comprehensive income, net of taxes
1,459 575 2,034
21 unchanged sentences
In accordance with the terms of the 2015 Equity Incentive Plan, in connection with the payment of the Special Dividend of $ 1.50 per share of the Company’s common stock on September 2, 2020, the Company equitably reduced the exercise price of each outstanding stock option granted under the 2015 Equity Incentive Plan by $ 1.50 , but not lower than $ 0.01 (see Note 1).
−Removed: Under the equity incentive plans, the Company may grant unrestricted, fully vested shares of Class B Common Stock to eligible colleagues.
−Removed: Prior to the IPO, any such shares awarded had Put and Call rights similar to those described above with respect to stock options, which terminated upon the completion of the IPO .
Restricted Stock and RSUs
2 unchanged sentences
Performance‑based awards vesting is determined by the achievement of certain business profitability and growth targets, which include growth in annualized recurring revenues, as well as actual bookings for perpetual licenses and non‑recurring services, and certain non‑financial performance targets.
−Removed: Performance targets are set for annual performance periods.
+Added: Performance targets are generally set for performance periods of one to three years .
Shares of restricted stock have voting rights and, subject to the terms of the award agreements, the time‑based restricted stock awards generally accrue declared dividends which are paid upon vesting.
3 unchanged sentences
Recipients of the Company’s outstanding performance‑based restricted stock awards and RSUs are paid dividends prior to vesting.
+Added: Under the equity incentive plans, the Company may grant unrestricted, fully vested shares of Class B Common Stock to eligible colleagues.
+Added: Prior to the IPO, any such shares awarded had Put and Call rights similar to those described above with respect to stock options, which terminated upon the completion of the IPO .
Stock-Based Compensation Expense
−Removed: Total stock‑based compensation expense was as follows:
+Added: Total stock‑based compensation expense consists of the following:
Year Ended December 31,
2022 2021 2020
−Removed: Bonus Plan expense (see Note 11) $ 23,121 $ 6,524 $ —
Restricted stock and RSUs expense (1)
$ 40,754 $ 19,917 $ 4,248
−Removed: Stock option expense 3,271 6,858 6,342
+Added: Bonus Plan expense (see Note 11) 28,571 23,121 6,524
ESPP expense (see Note 13) 2,890 2,118 —
+Added: Stock option expense 2,150 3,271 6,858
Stock grants expense 450 445 319
3 unchanged sentences
$ 75,206 $ 49,045 $ 33,051
−Removed: (1) Includes acquisition‑related shares (see Note 4).
+Added: (1) Includes acquisition‑related shares for the years ended December 31, 2022 and 2021 (see Note 4).
(2) DCP elective participant deferrals expense excludes deferred incentive bonus payable pursuant to the Bonus Plan.
10 unchanged sentences
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.
+Added: Specifically for performance‑based RSUs, stock‑based compensation expense is measured at the grant date fair value of the award and is recognized ratably over the requisite service period based on the number of awards expected to vest at each reporting date.
The Company accounts for forfeitures of equity awards as those forfeitures occur.
14 unchanged sentences
The expected term is based on the simplified method, which represents the average period from vesting to the expiration of the award.
−Removed: The following weighted average assumptions were used in the Black‑Scholes option pricing model to estimate the fair values of stock options granted during the years ended December 31, 2020 and 2019.
−Removed: The Company did not grant stock options during the year ended December 31, 2021.
−Removed: Year Ended December 31,
−Removed: Expected volatility 31.04 % 29.57 %
−Removed: Expected dividend yield 1.11 % 1.38 %
−Removed: Risk-free interest rate 1.31 % 2.48 %
−Removed: Expected term (in years) 3.75 3.75
−Removed: Weighted average grant date fair value of stock options issued $ 2.49 $ 1.66
+Added: The Company did not grant stock options during the years ended December 31, 2022 and 2021.
+Added: Stock options granted during the year ended December 31, 2020 were forfeited as of December 31, 2020.
The following is a summary of stock option activity and related information under the Company’s applicable equity incentive plans:
5 unchanged sentences
Exercised ( 3,011,160 ) 4.86
−Removed: Forfeited ( 270,750 ) 5.56
+Added: Forfeited and expired ( 112,250 ) 5.65
Outstanding, December 31, 2022 3,794,515 $ 5.57 0.9 $ 119,096
4 unchanged sentences
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.
−Removed: 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.
+Added: The options had a five‑year term, were exercisable on March 27, 2022, and had an initial exercise price of $ 6.805 per share.
The options had a four‑year service condition, which was incorporated into the Company’s Call rights.
−Removed: 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.
+Added: The exercise price of the options was subject to a cap and collar adjustment mechanism that automatically reduces (but not to less than $ 0.01 ) or increases the exercise price based on the difference between the exercise price and the fair market value of the Company’s Class B Common Stock on the exercise date.
The fair value of the awards was estimated on the date of grant using the Black‑Scholes option pricing model.
3 unchanged sentences
The Company recorded a total of $ 2,012 of stock‑based compensation expense associated with these options for the year ended December 31, 2020.
−Removed: As of December 31, 2021, all options to acquire 900,000 shares remain outstanding.
−Removed: As of December 31, 2021, these options are non‑exercisable and have an aggregate intrinsic value of $ 7,992 .
+Added: During the year ended December 31, 2022, 900,000 options were exercised.
+Added: No acquisition options remain outstanding as of December 31, 2022.
Restricted Stock and RSUs
12 unchanged sentences
Vested ( 600,382 ) ( 509,212 ) ( 91,170 ) (4)
−Removed: Forfeited ( 209,872 ) ( 81,155 ) ( 128,717 ) 22.00 17.18
+Added: Forfeited and canceled ( 180,022 ) ( 174,509 ) ( 5,513 ) 34.29 49.93
Unvested, December 31, 2022 3,068,851 (2)
2,706,078 362,773 $ 36.67 $ 38.21
−Removed: $ 32.81 $ 49.93
−Removed: (1) For the year ended December 31, 2021, the Company granted RSUs only.
+Added: (1) For the year ended December 31, 2022, the Company only granted RSUs.
(2) Includes 61,644 RSUs which are expected to be settled in cash.
−Removed: (3) Relates to the 2020 annual performance period.
−Removed: Total stock‑based compensation expense associated with these awards was fully recognized as of December 31, 2020.
−Removed: (4) Relates to the 2021 annual performance period.
+Added: (3) Includes 199,076 time‑based RSUs granted during the three months ended March 31, 2022 to certain officers and key employees, which cliff vest on January 31, 2025.
(4) Relates to the 2021 annual performance period.
Total stock‑based compensation expense associated with these awards was fully recognized as of December 31, 2021.
+Added: (5) Primarily relates to the 2022 annual performance period, except for 185,186 performance‑based RSUs granted during the year ended December 31, 2022 with extraordinary terms, which are described below.
+Added: During the year ended December 31, 2022, the Company granted 185,186 performance‑based RSUs to certain officers and key employees, which vest subject to the achievement of certain performance goals over a three‑year performance period (the “Performance Period”).
+Added: For each year of the Performance Period, one‑third of the performance‑based RSUs will be subject to a cliff, whereby no vesting of that portion will occur unless the Company’s Adjusted EBITDA margin equals or exceeds the relevant target level for such year.
+Added: Provided Adjusted EBITDA margin targets are met, the total number of performance‑based RSUs that will vest is determined by the achievement of growth targets, which include growth in annualized recurring revenues, as well as actual bookings for perpetual licenses and non‑recurring services.
+Added: Final actual vesting will be determined on January 31, 2025.
+Added: During the year ended December 31, 2022, the Company granted performance‑based RSUs to certain officers and key employees, which vest subject to the achievement of certain performance goals related to the 2022 annual performance period.
+Added: Provided Adjusted EBITDA margin targets are met, the total number of performance‑based RSUs that will vest is determined by the achievement of growth targets, which include growth in annualized recurring revenues, as well as actual bookings for perpetual licenses and non‑recurring services.
+Added: The on‑target number of performance‑based RSUs granted is 126,426 .
+Added: To the extent performance exceeds the applicable targets for 2022, these grantees could earn a maximum of 125 % of the number of on‑target annual performance‑based RSUs granted or 158,032 performance‑based RSUs.
In 2016, the Company granted RSUs subject to performance‑based vesting as determined by the achievement of certain business growth targets.
2 unchanged sentences
As of December 31, 2022, 2021, and 2020, 9,363 , 20,221 , and 31,040 shares, respectively, of these vested and deferred RSUs remained outstanding.
−Removed: The weighted average grant date fair values of restricted stock and RSUs granted were $ 52.48 , $ 16.03 , and $ 7.24 , for the years ended December 31, 2021, 2020, and 2019, respectively.
+Added: The weighted average grant date fair values of RSUs granted were $ 38.18 and $ 52.48 , for the years ended December 31, 2022 and 2021, respectively.
+Added: The weighted average grant date fair value of restricted stock and RSUs granted was $ 16.03 for the year ended December 31, 2020.
For the years ended December 31, 2022, 2021, and 2020, restricted stock and RSUs were issued net of 112,698 , 125,825 , and 339,833 shares, respectively, which were sold back to the Company to settle applicable income tax withholdings of $ 4,491 , $ 7,293 , and $ 7,951 , respectively.
As of December 31, 2022, there was $ 77,573 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 1.8 years.
−Removed: There was no remaining unrecognized compensation expense related to unvested performance‑based restricted stock and RSUs.
−Removed: The fair value of stock grants is determined by the product of the number of fully vested Class B Common Stock granted and the Company’s common stock price (as described above) on the grant date.
−Removed: The total expense related to stock grants is recognized on the grant date as the issued award is fully vested.
+Added: There was no remaining unrecognized compensation expense related to unvested performance‑based restricted stock.
+Added: As of December 31, 2022, there was $ 5,880 of unrecognized compensation expense related to unvested performance‑based RSUs, which is expected to be recognized over a weighted average period of approximately 2.1 years.
+Added: The fair value of stock grants is determined by the product of the number of fully vested Class B Common Stock granted and the Company’s common stock price on the grant date.
+Added: The total expense related to stock grants is recognized on the grant date as the issued awards are fully vested.
For the years ended December 31, 2022, 2021, and 2020, the Company granted 13,632 , 7,824 , and 21,956 fully vested shares of Class B Common Stock, respectively, with a fair value of $ 450 , $ 450 , and $ 319 , respectively.
−Removed: The Company did no t grant fully vested shares of Class B Common Stock during 2019.
−Removed: In accordance with the guidance in FASB ASC Topic 718-50, Compensation — Stock Compensation - Employee Share Purchase Plans , the ability to purchase shares of the Company’s Class B Common Stock for 85 % 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.
+Added: The ESPP is considered a compensatory plan as it provides eligible colleagues an option to purchase shares of the Company’s Class B Common Stock for 85 % 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).
The fair value of each purchase right under the ESPP was calculated as the sum of its components, which includes the discount, a six‑month call option, and a six‑month put option.
19 unchanged sentences
5,126 19,745 ( 16,246 )
−Removed: Benefit (provision) for income taxes
+Added: (Provision) benefit for income taxes
$ ( 21,283 ) $ 3,448 $ ( 38,625 )
8 unchanged sentences
Tax credits ( 2.9 ) ( 6.1 ) ( 2.1 )
−Removed: Transaction costs 3.9 — —
+Added: Withholding taxes 2.8 5.8 2.0
Foreign tax rate differential ( 2.0 ) ( 6.9 ) ( 4.0 )
−Removed: Permanent book/tax differences ( 1.0 ) ( 0.6 ) 0.2
+Added: Net tax on foreign earnings (GILTI/FDII/FTC) 0.9 — 0.5
+Added: Transaction costs 0.5 3.9 —
Income tax reserves ( 0.1 ) 0.1 ( 0.5 )
+Added: Permanent book/tax differences — ( 1.0 ) ( 0.6 )
Expenses associated with IPO — — 3.3
−Removed: Net tax on foreign earnings (GILTI/FDII/FTC) — 0.5 6.1
Other ( 0.1 ) ( 1.9 ) 1.1
Effective income tax rate 10.7 % ( 3.7 ) % 23.0 %
+Added: For the year ended December 31, 2022, the effective tax rate was higher as compared to the year ended December 31, 2021, primarily due to the 2021 effective tax rate impact, net of officer compensation limitation provisions, related to the 2021 compensation charge of $ 90,721 to Deferred compensation plan expenses to record reallocated deferred compensation plan liabilities at fair value (see Note 12).
+Added: For the years ended December 31, 2022, 2021, and 2020, the Company recognized tax benefits of $ 20,501 , $ 14,890 , and $ 954 , respectively, associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.
+Added: The effective tax rate for the year ended December 31, 2021 was lower as compared to the year ended December 31, 2020 primarily due to the tax benefits noted above.
The following is a summary of the significant components of the Company’s deferred tax assets and liabilities:
2 unchanged sentences
Net operating loss (“NOL”) and credit carryforwards
−Removed: Intangible assets 19,942 283
−Removed: Capped call options and 163(j) interest disallowance 15,682 —
+Added: 14,960 28,698
+Added: Convertible debt and 163(j) limitation 13,349 15,682
Lease liabilities 8,920 10,540
1 unchanged sentence
Allowance for doubtful accounts 1,856 918
−Removed: Other comprehensive income 354 431
+Added: Deferred revenues 2,914 —
Other 2,383 1,851
11 unchanged sentences
Net deferred tax assets (liabilities) $ 1,401 $ 6,362
−Removed: As of December 31, 2021, the U.S.
−Removed: federal NOL carryforwards with a future benefit of $ 8,518 can be carried forward indefinitely and the remaining U.S.
−Removed: federal NOL of $ 19 expires in 2037.
−Removed: federal credit carryforward of $ 2,974 expires in 2041.
−Removed: The foreign tax credit carryforward of $ 224 expires in 2031.
−Removed: The Company’s state NOL carryforwards and state credit carryforwards with a future benefit of $ 1,934 expire in 2026 through 2041.
−Removed: The remaining state NOL carryforward of $ 208 have indefinite expirations.
−Removed: In addition, the Company has foreign NOL carryforwards with a future benefit of $ 12,788 (net of a $ 67 valuation allowance), which predominately have indefinite expirations.
−Removed: The Canadian credit carryforward of $ 2,033 expires in 2030 through 2040.
−Removed: Some transactions can change the aggregate ownership of certain stockholders, which could cause a shift in the ownership of the Company, which pursuant to Internal Revenue Code (“IRC”) Section 382 could then limit on an annual basis the Company’s ability to utilize its U.S.
−Removed: federal NOL carryforwards (and possibly its state NOL carryforwards as well).
−Removed: If that occurred, the Company’s NOL carryforwards would continue to be available to offset taxable income and tax liabilities in future years (until such NOL carryforwards are either used or expire) subject to any IRC Section 382 annual limitation.
−Removed: The Company regularly assesses the need for a valuation allowance against its deferred tax assets by considering both positive and negative evidence related to whether it is more likely than not that the deferred tax assets will be realized.
−Removed: In evaluating the need for a valuation allowance, the Company considers a cumulative loss in recent years as a significant piece of negative evidence.
−Removed: As of December 31, 2021 and 2020, the Company has recorded a valuation allowance against its net deferred tax assets of $ 1,899 and $ 1,207 , respectively.
−Removed: The valuation allowance is principally related to the losses from a joint venture for which the Company has determined that realization is not more likely than not.
−Removed: On December 22, 2017, the U.S.
−Removed: Tax Cuts and Jobs Act (the “JOBS Act”) was enacted.
−Removed: The JOBS Act requires certain Global Intangible Low‑Taxed Income (“GILTI”) earned by a controlled foreign corporation (“CFC”) to be included in the gross income of the CFC’s U.S.
−Removed: The Company has elected the “period cost method” and treats taxes due on future U.S.
−Removed: inclusions in taxable income related to GILTI as a current‑period expense when incurred.
−Removed: The JOBS Act allows a U.S.
−Removed: corporation a deduction equal to a certain percentage of its foreign‑derived intangible income (“FDII”).
−Removed: The Company estimated the impact of the GILTI tax and FDII deduction in determining its 2019 annual effective tax rate that is reflected in its provision for income taxes for the year ended December 31, 2019.
−Removed: As of December 31, 2021, the Company has accumulated undistributed earnings generated by its foreign subsidiaries of approximately $ 440,838 , of which $ 272,242 was subject to the one‑time transition tax on foreign earnings required by the JOBS Act and the tax on GILTI.
−Removed: Subsequent to December 31, 2021, the Company repatriated $ 100,000 and intends to repatriate an additional $ 50,000 of undistributed previously taxed earnings generated by its foreign subsidiaries as of December 31, 2021, to the U.S.
−Removed: The repatriation will be used to fund a portion of the acquisition of Power Line Systems (see Note 4).
−Removed: The Company expects future U.S.
−Removed: cash generation will be sufficient to meet future U.S.
−Removed: The Company intends to indefinitely reinvest the remaining undistributed earnings, as well as future earnings from its foreign subsidiaries, in order to fund its international operations and acquisitions.
−Removed: The Company has not provided for any additional outside basis difference inherent in its foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations.
−Removed: Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities is not practicable.
−Removed: In accordance with the indefinite reversal criteria, the foreign currency translation adjustments recorded in other comprehensive (loss) income related to the foreign currency translations have not been tax effected.
−Removed: The following is a reconciliation of the total amounts of unrecognized tax benefits:
+Added: The Company had deferred tax assets for tax credits and net operating losses, net of unrecognized tax positions, primarily related to:
+Added: Jurisdiction:
+Added: December 31, 2022 Begin to Expire
+Added: Federal NOL $ 1,963 Indefinite
+Added: Federal research and development credits 592 2035
+Added: Federal foreign tax credits 267 2029
+Added: State NOL 676 2031
+Added: State research and development credits 416 2030
+Added: United Kingdom (“U.K.”) NOL
+Added: 6,864 Indefinite
+Added: research and development credits 526 Indefinite
+Added: Canadian research and development credit 1,551 2029
+Added: As of December 31, 2022 and 2021, the Company recorded a valuation allowance against net deferred tax assets related to NOLs and tax attributes in certain jurisdictions of $ 3,321 and $ 1,899 , respectively.
+Added: During the year ended December 31, 2022, the Company increased the valuation allowance by $ 1,422 , which was primarily related to the increase in the outside basis difference on equity method investments.
+Added: During the year ended December 31, 2022, the Company repatriated $ 150,000 of undistributed previously taxed earnings generated by its foreign subsidiaries to the U.S.
+Added: The repatriations were used to fund the acquisition of Power Line Systems (see Note 4).
+Added: The cash repatriations did not have a material impact on Provision for income taxes for the year ended December 31, 2022.
+Added: We have provided for any applicable income taxes associated with current year distributions, as well as any earnings that are expected to be distributed in the future, in the calculation of the income tax provision.
+Added: No additional provision has been made for U.S.
+Added: income taxes on the undistributed earnings of subsidiaries that are expected to be indefinitely reinvested.
+Added: As of December 31, 2022, certain subsidiaries had approximately $ 439,845 of cumulative undistributed earnings that have been deemed permanently reinvested.
+Added: A liability could arise if our intention to indefinitely reinvest such earnings were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed.
+Added: The potential tax implications of unremitted earnings are driven by the facts at the time of the distribution.
+Added: It is not practicable to estimate the additional income taxes related to indefinitely reinvested earnings or the basis differences related to investments in subsidiaries.
+Added: A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits is as follows:
Year Ended December 31,
2022 2021 2020
−Removed: Unrecognized tax benefit, beginning of year $ 1,223 $ 1,763 $ 638
−Removed: Tax positions related to prior years:
−Removed: Additions 160 1,436 1,222
−Removed: Reductions ( 42 ) ( 1,723 ) ( 86 )
−Removed: Lapse of statute of limitations ( 10 ) ( 253 ) ( 11 )
−Removed: Unrecognized tax benefit, end of year $ 1,331 $ 1,223 $ 1,763
−Removed: The amount of unrecognized tax benefits as of December 31, 2021, 2020, and 2019 was $ 1,331 , $ 1,223 , and $ 1,763 , respectively, of which $ 1,273 , $ 1,175 , and $ 1,733 , respectively, would impact the Company’s effective tax rate if recognized.
−Removed: Interest expense and penalties related to income taxes resulted in an increase (decrease) of income tax expense of $ 101 , $( 20 ), and $ 101 for the year ended December 31, 2021, 2020, and 2019, respectively.
−Removed: Interest expense and penalties are included in Benefit (provision) for income taxes in the consolidated statements of operations.
−Removed: Accrued interest and penalties as of December 31, 2021 and 2020 totaled $ 373 and $ 272 , respectively.
−Removed: The Company records the amount of uncertain taxes expected to be paid in the next 12 months as a current liability and records the remaining amount in Other liabilities in the consolidated balance sheets.
+Added: Gross unrecognized tax benefits, beginning of year $ 1,331 $ 1,223 $ 1,763
+Added: Increases for tax positions of prior years — 160 1,436
+Added: Decreases for tax positions of prior years ( 121 ) ( 42 ) —
+Added: Increases for tax positions related to the current year — — —
+Added: Decreases relating to settlements with taxing authorities ( 35 ) — ( 1,723 )
+Added: Reductions as a result of lapse of the statute of limitations ( 265 ) ( 10 ) ( 253 )
+Added: Gross unrecognized tax benefits, end of year $ 910 $ 1,331 $ 1,223
+Added: As of December 31, 2022, 2021, and 2020, the Company had total unrecognized tax benefits including interest and penalties of $ 1,194 , $ 1,704 , and $ 1,495 , respectively, of which $ 1,181 , $ 1,273 , and $ 1,175 , respectively, would impact the Company’s effective tax rate if recognized.
+Added: The Company records accrued interest and penalties, where applicable, related to unrecognized tax benefits as part of the (Provision) benefit for income taxes .
+Added: Interest expense and penalties related to unrecognized tax benefits resulted in a (decrease) increase of the (Provision) benefit for income taxes of $( 89 ), $ 101 , $( 20 ) for the years ended December 31, 2022, 2021, and 2020, respectively.
+Added: The cumulative accrued interest and penalties related to unrecognized tax benefits were $ 284 , $ 373 , and $ 272 as of December 31, 2022, 2021, and 2020, respectively.
The Company is subject to income tax in the U.S., as well as numerous state and foreign jurisdictions.
−Removed: The Company’s U.S.
−Removed: consolidated federal income tax returns for years 2018 through 2021 remain subject to examination by the Internal Revenue Service.
The Company is currently under audit in the U.K.
−Removed: The Company’s 2018 through 2021 tax years remain subject to examination by the Irish Revenue Commissioners for Irish tax purposes.
+Added: for years 2018 through 2021.
In addition, the Company is under audit in various other foreign taxing jurisdictions that are not material to the consolidated financial statements.
+Added: The Company’s U.S.
+Added: consolidated federal income tax returns for years 2019 through 2022 may be subject to examination by the Internal Revenue Service.
+Added: The Company also may be subject to examination by other significant jurisdictions, including the Irish Revenue Commissioners for Irish tax purposes for years 2018 through 2022 and by the Inland Revenue Department for New Zealand Tax purposes for years 2018 through 2022.
Fair Value of Financial Instruments
−Removed: Derivatives Not Designated As Hedging Instrument
−Removed: 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.
−Removed: The interest rate swap is not designated as a hedging instrument for accounting purposes.
−Removed: The Company accounts for the interest rate swap as either an asset or a liability in the consolidated balance sheets and carries the derivative at fair value.
−Removed: The following is a summary of the interest rate swap activity:
−Removed: Year Ended December 31, Recognized in Consolidated
−Removed: 2021 2020 Statements of Operations
−Removed: Interest rate swap:
−Removed: Gain from change in fair value
−Removed: $ 9,770 $ 347 Other income (expense), net
−Removed: Payments 1,270 696 Interest expense, net
−Removed: The Company applies the provisions of FASB 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.
3 unchanged sentences
The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant.
−Removed: Interest rate swap — The fair value of the Company’s interest rate swap is measured based on the implied forward rates from the U.S.
−Removed: Dollar one‑month LIBOR yield curve and are classified as Level 2 within the fair value hierarchy.
+Added: Interest rate swap — The fair value of the Company’s interest rate swap asset or liability is determined using an income approach and is measured based on the implied forward rates from the U.S.
+Added: Dollar one‑month LIBOR yield curve.
+Added: The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy.
Long-term debt — The fair value of the Company’s borrowings under its Credit Facility approximated its carrying value based upon discounted cash flows at current market rates for instruments with similar remaining terms.
The Company considers these valuation inputs to be Level 2 inputs in the fair value hierarchy.
−Removed: The estimated fair value of the 2026 Notes and 2027 Notes was $ 720,284 and $ 531,915 , respectively, as of December 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.
+Added: As of December 31, 2022, the estimated fair value of the 2026 Notes and 2027 Notes was $ 622,431 and $ 470,856 , respectively.
+Added: As of December 31, 2021, the estimated fair value of the 2026 Notes and 2027 Notes was $ 720,284 and $ 531,915 , respectively.
+Added: The estimated fair value of the 2026 Notes and 2027 Notes is based on quoted market prices of the Company’s instrument in markets that are not active and are classified as Level 2 within the fair value hierarchy.
Considerable judgment is necessary to interpret the market data and develop estimates of fair values.
6 unchanged sentences
Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value.
−Removed: The following tables provide the financial assets and financial liabilities carried at fair value measured on a recurring basis:
+Added: Financial assets and financial liabilities carried at fair value measured on a recurring basis consist of the following:
December 31, 2022 Level 1 Level 2 Level 3 Total
14 unchanged sentences
Interest rate swap (2)
+Added: — 10,117 — 10,117
Total assets $ 21 $ 10,117 $ — $ 10,138
12 unchanged sentences
(5) Included in Accruals and other current liabilities in the consolidated balance sheets.
−Removed: 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:
+Added: The following is a reconciliation of the changes in fair value of the Company’s financial liabilities which have been classified as Level 3 in the fair value hierarchy:
Year Ended December 31,
4 unchanged sentences
Foreign currency translation adjustments ( 119 ) ( 153 )
−Removed: Balance, end of period $ 6,613 $ 4,299
+Added: Balance, end of year $ 1,196 $ 6,613
The Company did not have any transfers between levels within the fair value hierarchy.
7 unchanged sentences
Geographic Data
−Removed: Revenues by geographic area are presented in Note 3.
−Removed: The following table presents the Company’s long‑lived assets (other than goodwill), net of depreciation and amortization by geographic region (see Notes 5, 6, and 8):
−Removed: Long-lived assets:
+Added: Revenues by geographic region are presented in Note 3.
+Added: Long‑lived assets (other than goodwill), net of depreciation and amortization by geographic region (see Notes 5, 6, and 8) are as follows:
$ 164,729 $ 99,500
4 unchanged sentences
Interest Expense, Net
−Removed: Interest expense, net is comprised of the following:
+Added: Interest expense, net consists of the following:
Year Ended December 31,
3 unchanged sentences
Interest expense, net $ ( 34,635 ) $ ( 11,221 ) $ ( 6,780 )
−Removed: Other Income (Expense), Net
−Removed: Other income (expense), net is comprised of the following:
+Added: Other Income, Net
+Added: Other income, net consists of the following:
Year Ended December 31,
2022 2021 2020
−Removed: Foreign exchange gain (loss) (1)
+Added: Gain (loss) from:
+Added: Change in fair value of interest rate swap (see Note 17) $ 27,083 $ 9,770 $ 347
+Added: Foreign exchange (1)
( 9,901 ) 827 22,919
+Added: Sale of aircraft (see Note 5) 2,029 — —
+Added: Change in fair value of acquisition contingent consideration 1,427 ( 550 ) 1,340
+Added: Payments related to interest rate swap 1,947 ( 1,270 ) ( 696 )
Other income, net
1,713 1,184 340
−Removed: Total other income (expense), net
+Added: Total other income, net
$ 24,298 $ 9,961 $ 24,250
−Removed: (1) Foreign exchange gain (loss) is primarily attributable to foreign currency translation derived primarily from U.S.
−Removed: Dollar denominated cash and cash equivalents, account receivables, and intercompany balances held by foreign subsidiaries.
−Removed: Intercompany finance transactions denominated in U.S.
+Added: (1) Foreign exchange (loss) gain is primarily attributable to foreign currency translation derived mainly from U.S.
+Added: Dollar denominated cash and cash equivalents, account receivables, customer deposits, and intercompany balances held by foreign subsidiaries.
+Added: Intercompany finance transactions primarily denominated in U.S.
Dollars resulted in unrealized foreign exchange (losses) gains of $( 7,369 ), $( 779 ) and $ 22,310 for the years ended December 31, 2022, 2021, and 2020, respectively.
−Removed: (2) For the year ended December 31, 2021, other income, net includes a gain from the change in fair value of the Company’s interest rate swap of $ 9,770 (see Note 17).
−Removed: For the year ended December 31, 2020, other income, net includes a gain from the change in fair value of the Company’s interest rate swap of $ 347 (see Note 17) and a gain from the change in fair value of acquisition contingent consideration of $ 1,340 .
−Removed: Realignment Costs
−Removed: 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”).
−Removed: 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.
−Removed: The 2020 Program activities have been broadly implemented across the Company’s various businesses with substantially all actions completed in mid‑2021.
−Removed: Accruals and other current liabilities in the consolidated balance sheets included amounts related to the realignment activities as follows:
−Removed: Balance, December 31, 2019 $ 491
−Removed: Realignment costs 10,022
−Removed: Payments ( 4,542 )
−Removed: Adjustments (1)
−Removed: Balance, December 31, 2020 6,240
−Removed: Payments ( 5,814 )
−Removed: Adjustments (1)
−Removed: Balance, December 31, 2021 $ 135
−Removed: (1) Adjustments includes foreign currency translation.
−Removed: Realignment costs by expense classification were as follows:
−Removed: Cost of revenues:
−Removed: Cost of subscriptions and licenses $ 42
−Removed: Cost of services 1,422
−Removed: Total cost of revenues 1,464
−Removed: Operating expenses:
−Removed: Research and development 848
−Removed: Selling and marketing 5,945
−Removed: General and administrative 1,765
−Removed: Total operating expenses 8,558
−Removed: Total realignment costs $ 10,022
Net Income Per Share
3 unchanged sentences
Basic net income per share is computed by dividing basic net income attributable to common stockholders by the weighted average number of shares, inclusive of undistributed shares held in the DCP as phantom shares of the Company’s Class B Common Stock.
−Removed: For the Company’s diluted net income per share numerator, interest expense, net of tax, attributable to the conversion of the convertible senior notes is added back to basic net income attributable to common stockholders.
+Added: For the Company’s diluted net income per share numerator, interest expense, net of tax, attributable to the assumed conversion of the convertible senior notes is added back to basic net income attributable to common stockholders.
For the Company’s diluted net income per share denominator, the basic weighted average number of shares is adjusted 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 convertible senior notes.
25 unchanged sentences
2022 2021 2020
−Removed: Stock options, restricted stock, and RSUs 150,017 — —
+Added: RSUs 718,105 150,017 —
Convertible senior notes — 13,474,580 —
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.