We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure, and to view these non-GAAP financial measures in conjunction with the related GAAP financial measures.

Forward-Looking Statements

This press release includes forward-looking statements regarding the future results of operations and financial position, business strategy, and plans and objectives for future operations of Bentley Systems, Incorporated (the “Company,” “we,” “us,” and words of similar import). All such statements contained in this press release, other than statements of historical facts, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations, projections, and assumptions about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, and there are a significant number of factors that could cause actual results to differ materially from statements made in this press release including: current and potential future impacts of the COVID-19 pandemic on the global economy and our business, and consolidated financial statements; adverse changes in global economic and/or political conditions; political, economic, regulatory and public health and safety risks and uncertainties in the countries and regions in which we operate; failure to retain personnel necessary for the operation of our business or those that we acquire; changes in the industries in which our accounts operate; the competitive environment in which we operate; the quality of our products; our ability to develop and market new products to address our accounts’ rapidly changing technological needs; changes in capital markets and our ability to access financing on terms satisfactory to us or at all; and our ability to integrate acquired businesses successfully.

Further information on potential factors that could affect the financial results of the Company are included in the Company’s Form 10-K and subsequent Forms 10-Q, which are on file with the U.S. Securities and Exchange Commission. The Company disclaims any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

About Bentley Systems

Bentley Systems (Nasdaq: BSY) is the infrastructure engineering software company. We provide innovative software to advance the world’s infrastructure – sustaining both the global economy and environment. Our industry-leading software solutions are used by professionals, and organizations of every size, for the design, construction, and operations of roads and bridges, rail and transit, water and wastewater, public works and utilities, buildings and campuses, mining, and industrial facilities. Our offerings include MicroStation-based applications for modeling and simulation, ProjectWise for project delivery, AssetWise for asset and network performance, Seequent’s leading geosciences software portfolio, and the iTwin platform for infrastructure digital twins. Bentley Systems employs more than 4,000 colleagues and generates annual revenues of more than $800 million in 172 countries.
www.bentley.com

© 2021 Bentley Systems, Incorporated. Bentley, the Bentley logo, AssetWise, iTwin, MicroStation, ProjectWise, and Seequent are either registered or unregistered trademarks or service marks of Bentley Systems, Incorporated or one of its direct or indirect wholly owned subsidiaries. All other brands and product names are trademarks of their respective owners.

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
(unaudited)
		June 30, 2021				December 31, 2020
Assets
Current assets:
Cash and cash equivalents		$	131,154			$	122,006
Accounts receivable			221,764				195,782
Allowance for doubtful accounts			(6,396	)			(5,759	)
Prepaid income taxes			32,108				3,535
Prepaid and other current assets			26,864				24,694
Total current assets			405,494				340,258
Property and equipment, net			31,439				28,414
Operating lease right-of-use assets			52,599				46,128
Intangible assets, net			262,234				45,627
Goodwill			1,593,670				581,174
Investments			6,870				5,691
Deferred income taxes			54,705				39,224
Other assets			47,104				39,519
Total assets		$	2,454,115			$	1,126,035
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	14,891			$	16,492
Accruals and other current liabilities			314,529				226,793
Deferred revenues			215,678				202,294
Operating lease liabilities			18,694				16,610
Income taxes payable			5,761				3,366
Total current liabilities			569,553				465,555
Long-term debt			1,269,842				246,000
Long-term operating lease liabilities			35,968				31,767
Deferred revenues			7,308				7,020
Deferred income taxes			70,683				10,849
Income taxes payable			7,613				7,883
Other liabilities			21,334				15,362
Total liabilities			1,982,301				784,436
Stockholders’ equity:
Common stock			2,812				2,722
Additional paid-in capital			910,951				741,113
Accumulated other comprehensive loss			(54,886	)			(26,233	)
Accumulated deficit			(387,063	)			(376,003	)
Total stockholders’ equity			471,814				341,599
Total liabilities and stockholders’ equity		$	2,454,115			$	1,126,035

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2021				2020				2021				2020
Revenues:
Subscriptions		$	185,452			$	157,655			$	373,577			$	327,837
Perpetual licenses			11,391				12,379				21,507				23,193
Subscriptions and licenses			196,843				170,034				395,084				351,030
Services			26,088				14,256				49,852				27,950
Total revenues			222,931				184,290				444,936				378,980
Cost of revenues:
Cost of subscriptions and licenses			29,881				21,801				58,826				43,128
Cost of services			23,570				14,904				43,914				30,836
Total cost of revenues			53,451				36,705				102,740				73,964
Gross profit			169,480				147,585				342,196				305,016
Operating expenses:
Research and development			52,776				44,218				100,579				89,353
Selling and marketing			38,014				29,632				70,454				65,727
General and administrative			41,878				25,465				75,266				52,269
Amortization of purchased intangibles			4,589				3,679				8,027				7,115
Total operating expenses			137,257				102,994				254,326				214,464
Income from operations			32,223				44,591				87,870				90,552
Interest expense, net			(2,453	)			(1,128	)			(4,772	)			(2,516	)
Other (expense) income, net			(3,777	)			405				10,705				(6,985	)
Income before income taxes			25,993				43,868				93,803				81,051
Benefit (provision) for income taxes			20,746				(4,264	)			10,388				(11,440	)
Loss from investment accounted for using the equity method, net of tax			(1,829	)			(528	)			(2,275	)			(866	)
Net income			44,910				39,076				101,916				68,745
Less: Net income attributable to participating securities			(3	)			-				(3	)			-
Net income attributable to Class A and Class B common stockholders		$	44,907			$	39,076			$	101,913			$	68,745
Per share information:
Net income per share, basic		$	0.15			$	0.14			$	0.34			$	0.24
Net income per share, diluted		$	0.14			$	0.13			$	0.32			$	0.23
Weighted average shares, basic			304,066,038				286,945,592				303,311,423				286,068,766
Weighted average shares, diluted			324,478,086				295,187,194				323,094,045				295,595,234

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
		Six Months Ended
		June 30,
		2021				2020
Cash flows from operating activities:
Net income		$	101,916			$	68,745
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			19,280				16,664
Bad debt allowance			291				293
Deferred income taxes			(915	)			5,284
Deferred compensation plan activity			1,855				1,633
Stock-based compensation expense			20,598				3,212
Amortization and write-off of deferred debt issuance costs			2,371				277
Change in fair value of derivative			(7,735	)			4,174
Change in fair value of contingent consideration			-				(1,390	)
Foreign currency remeasurement (gain) loss			(2,371	)			3,538
Loss from investment accounted for using the equity method, net of tax			2,275				866
Changes in assets and liabilities, net of effect from acquisitions:
Accounts receivable			(4,665	)			44,263
Prepaid and other assets			10,485				9,089
Accounts payable, accruals, and other liabilities			37,623				11,208
Deferred revenues			(4,756	)			(29,500	)
Income taxes payable, net of prepaid income taxes			(27,230	)			(2,174	)
Net cash provided by operating activities			149,022				136,182
Cash flows from investing activities:
Purchases of property and equipment and investment in capitalized software			(4,750	)			(9,970	)
Acquisitions, net of cash acquired of $36,847 and $2,064, respectively			(1,002,551	)			(67,595	)
Other investing activities			(700	)			(1,414	)
Net cash used in investing activities			(1,008,001	)			(78,979	)
Cash flows from financing activities:
Proceeds from credit facilities			581,233				164,375
Payments of credit facilities			(790,846	)			(191,125	)
Proceeds from convertible senior notes, net of discounts and commissions			1,233,377				-
Payments of debt issuance costs			(4,951	)			-
Purchase of capped call options			(51,555	)			-
Payments of financing leases			(101	)			(93	)
Payments of acquisition debt and other consideration			(544	)			(1,091	)
Payments of dividends			(16,591	)			(15,901	)
Payments for shares acquired including shares withheld for taxes			(87,836	)			(69,307	)
Proceeds from Common Stock Purchase Agreement			-				58,349
Proceeds from exercise of stock options			4,324				2,237
Net cash provided by (used in) financing activities			866,510				(52,556	)
Effect of exchange rate changes on cash and cash equivalents			1,617				(232	)
Increase in cash and cash equivalents			9,148				4,415
Cash and cash equivalents, beginning of year			122,006				121,101
Cash and cash equivalents, end of period		$	131,154			$	125,516

BENTLEY SYSTEMS, INCORPORATED AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Measures
For the Three and Six Months Ended June 30, 2021 and 2020
(in thousands)
(unaudited)
Reconciliation of net income to Adjusted EBITDA:
		Three Months Ended								Six Months Ended
		June 30,								June 30,
			2021				2020				2021				2020
Net income		$	44,910			$	39,076			$	101,916			$	68,745
Interest expense, net			2,453				1,128				4,772				2,516
(Benefit) provision for income taxes			(20,746	)			4,264				(10,388	)			11,440
Depreciation and amortization			10,287				8,614				19,280				16,664
Stock-based compensation			11,685				1,559				20,598				3,212
Acquisition expenses			14,944				2,734				24,200				5,009
Realignment expenses			-				77				-				69
Other expense (income), net			3,777				(405	)			(10,705	)			6,985
Loss from investment accounted for using the equity method, net of tax			1,829				528				2,275				866
Adjusted EBITDA		$	69,139			$	57,575			$	151,948			$	115,506
Reconciliation of net income to Adjusted Net Income:
		Three Months Ended								Six Months Ended
		June 30,								June 30,
			2021				2020				2021				2020
Net income		$	44,910			$	39,076			$	101,916			$	68,745
Non-GAAP adjustments, prior to income taxes:
Amortization of purchased intangibles and developed technologies			5,781				4,919				10,464				9,458
Stock-based compensation			11,685				1,559				20,598				3,212
Acquisition expenses			14,944				2,734				24,200				5,009
Realignment expenses			-				77				-				69
Other expense (income), net			3,777				(405	)			(10,705	)			6,985
Total non-GAAP adjustments, prior to income taxes			36,187				8,884				44,557				24,733
Income tax effect of non-GAAP adjustments			(8,610	)			(2,441	)			(10,428	)			(5,141	)
Loss from investment accounted for using the equity method, net of tax			1,829				528				2,275				866
Adjusted Net Income		$	74,316			$	46,047			$	138,320			$	89,203
Reconciliation of GAAP Financial Statement Line Items to Non-GAAP Adjusted Financial Statement Line Items:
		Three Months Ended								Six Months Ended
		June 30,								June 30,
			2021				2020				2021				2020
Total revenues		$	222,931			$	184,290			$	444,936			$	378,980
Fair value adjustment of acquired deferred revenues			998				79				1,010				195
Adjusted total revenues		$	223,929			$	184,369			$	445,946			$	379,175
Cost of subscriptions and licenses		$	29,881			$	21,801			$	58,826			$	43,128
Amortization of purchased intangibles and developed technologies			(1,192	)			(1,240	)			(2,437	)			(2,343	)
Stock-based compensation			(403	)			(19	)			(489	)			(47	)
Adjusted cost of subscriptions and licenses		$	28,286			$	20,542			$	55,900			$	40,738
Cost of services		$	23,570			$	14,904			$	43,914			$	30,836
Stock-based compensation			(153	)			(79	)			(388	)			(175	)
Acquisition expenses			(1,579	)			(415	)			(2,545	)			(435	)
Adjusted cost of services		$	21,838			$	14,410			$	40,981			$	30,226
Research and development		$	52,776			$	44,218			$	100,579			$	89,353
Stock-based compensation			(4,806	)			(536	)			(8,715	)			(1,155	)
Acquisition expenses			(1,971	)			(1,893	)			(3,345	)			(3,143	)
Realignment expenses			-				(77	)			-				(69	)
Adjusted research and development		$	45,999			$	41,712			$	88,519			$	84,986
Selling and marketing		$	38,014			$	29,632			$	70,454			$	65,727
Stock-based compensation			(1,313	)			(404	)			(2,003	)			(804	)
Acquisition expenses			(138	)			(80	)			(182	)			(157	)
Adjusted selling and marketing		$	36,563			$	29,148			$	68,269			$	64,766
General and administrative		$	41,878			$	25,465			$	75,266			$	52,269
Stock-based compensation			(5,010	)			(521	)			(9,003	)			(1,031	)
Acquisition expenses			(10,258	)			(267	)			(17,118	)			(1,079	)
Adjusted general and administrative		$	26,610			$	24,677			$	49,145			$	50,159
Income from operations		$	32,223			$	44,591			$	87,870			$	90,552
Amortization of purchased intangibles and developed technologies			5,781				4,919				10,464				9,458
Stock-based compensation			11,685				1,559				20,598				3,212
Acquisition expenses			14,944				2,734				24,200				5,009
Realignment expenses			-				77				-				69
Adjusted income from operations		$	64,633			$	53,880			$	143,132			$	108,300

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