Bentley Systems Inc

NASDAQ:BSY

Earnings Call Transcript 2022-Q3

[Michael Fischette, Vice President and Deputy General Counsel]

Good morning, everyone, and thank you for joining us for Bentley Systems' Operating Results Webcast for the Third Quarter of 2022. I'm Michael Fischette, Bentley's Vice President and Deputy General Counsel.

On the webcast today, we have Bentley Systems' Chief Executive Officer, Greg Bentley; Chief Financial Officer, Werner Bernerd Andre; Chief Operating Officer, Nicholas Cumins; and Chief Investment Officer, David Hollister.

Before we begin, allow me to provide a disclaimer regarding forward-looking statements. This webcast, including the question-and-answer portion of the webcast may include statements related to the expected future results for our company and are therefore forward-looking statements. Our actual results may differ materially from our projections and our forward-looking statements due to a number of risks and uncertainties. These risks and uncertainties are described in our operating results release and other SEC filings.

Today's remarks will also include references to non-GAAP financial measures. Additional information, including a reconciliation of our non-GAAP financial information to our GAAP financial information is provided in the press release and supplemental slide presentation. This webcast will be available for replay on Bentley's Investor Relations website at investors.bentley.com. After the presentation, we will conclude with Q&A.

With that, let me introduce the CEO of Bentley Systems, Greg Bentley.

[Gregory Bentley, Chief Executive Officer]

Hello, and thanks, as always, for your interest in Bentley Systems. Our 2022 Q3 operating results presentation will follow our usual sequence that starts with the tone of our business.

In the past, I've used the description no drama for BSY. And by contrast due to the dramatic impacts of Russia echoed in China during '22 Q1 and our resolute response during '22 Q2 to fully exit Russia, '22 Q3 can be characterized as rebalanced business as usual, absent Russia, and, in fact, sufficiently improving as we had hoped to be back on our annual targets.

Because throughout 2022 to date, the loss of Russia and associated impact in China, has tended to be offset by multiple favorable factors, we don't consider that there has been a sufficiently material change to warrant amending our established financial outlook for 2022. This is particularly the case given that what we and I think you consider to be our key operating performance indicator, business performance year-over-year ARR growth rate is expressed in constant currency unaffected by ambient FX oscillations, which consternates comparisons to the outlook.

It happens that our annual financial outlook for total revenues included the constant currency growth range which continues to pertain. And Werner here quantifies as we did last quarter, the impact of actual 2022 Q3 FX rates being different than the rates assumed at the time of our outlook, and cumulatively, assuming current rates remain in effect for the balance of the year. Although adjusted EBITDA dollars are exposed to reported currency FX, our annual financial outlook for adjusted EBITDA margin of 33% is relatively resilient, thanks to our natural operating hedge with tolerably matching revenue currencies and expense currencies.

Back in constant currency, the '22 Q3 business performance ARR growth rate year-over-year. And again, after absorbing the Russia and related China setbacks during the year, remained nominally stable at 11.5%, which again doesn't include 2.5% of the ARR growth from the onboarding of PLS during '22 Q1. But to better understand our '22 Q3 tone of business, I would like us to look more closely at this year-over-year business performance ARR growth rate compared to the same rate in 2022 Q2.

We measure this KPI on a year-over-year basis because of intrinsic seasonality, due to the historical deliberately unequal distribution by quarter of contractual renewal dates of our annual subscriptions that would otherwise obscure sequential quarterly trends in ARR growth by always including all 4 calendar quarters to abstract from such seasonality, sequential changes in year-over-year business performance ARR growth rate are meant to signal real trends in the tone of business rather than other noise. And hence, one would expect that year-over-year ARR growth to trend whether up or down relatively smoothly rather than abruptly. But looking back at 2021, we see that unusually, in '21 Q3, the year-over-year ARR growth rate jumped from 10% to 13%. In retrospect, this seems to largely reflect pandemic lockdown volatility. But it is also the case that compared to our many programmatic acquisitions throughout 2021, this year have been few and small.

While our business performance ARR growth in other respects has been comparatively stronger in 2022. And for the baseline of 2022 Q2's trailing 4 quarters of year-over-year growth, '22 Q3's year-over-year progression has to make up for the dropping out of that aberrantly high '21 Q3 growth.

Accordingly, although '22 Q3's year-over-year business performance, ARR growth reads nominally the same at 11.5% as '22 Q2. In effect, it's more than comparable implying an incremental uptick in tone of business, which we also can confirm subjectively. And indeed, adjusting for the earlier Russia and related China onetime ARR losses, business performance ARR is effectively growing year-over-year at the highest levels we have experienced.

A quantitative summary is that this year after 3 quarters, and after absorbing the Russia-related ARR losses and at the appropriate constant currencies, we have reached cumulatively about 70% of the ARR growth implied by the mid-range of our annual outlook. Our '22 Q3 uptick in new business momentum leads into our seasonally strongest fourth quarter of renewals and ARR growth opportunities.

All considered, in light of the risk of more geopolitical disruptions, such as in '22 Q1, especially in China, as shown here and not including 2.5% from the PLS platform acquisition onboarding, we continue to reaffirm the range of our full year 2022 constant currency business performance, ARR growth outlook.

While Nicholas will follow me by reviewing the tone of business at the level of products and regions, the headline is accelerating new business momentum in the U.S., which constitutes fully half of our business at current exchange rates, consistent with long-standing expectations about the inception of funding from the Infrastructure Investment and Jobs Act.

To drill down on the tone of business for U.S. civil engineering firms, many of us track the Dodge Engineering News Record quarterly survey of trends in their backlog, which look like this last quarter. And here, we can see this quarter's further expansion and the current multiple of the backlog these firms consider ideal. Given this dilemma, their preference is certainly to increase their infrastructure engineering capacity by going digital rather than to reduce their intake of this new business.

Turning now to the latest ACEC quarterly survey of engineering firms, not limited to civil, one can see the magnitude of these current backlogs tending around 1 year. The point is that this bulging backlogs provides these firms with perhaps unprecedented visibility. In fact, the ACEC survey includes these expectations about the level of backlogs a year from now. I think the increase expected here corresponds to these engineers tracking of the IIJA flows. And I believe this crowd sourcing can help us to anticipate BSY's forward tone of business also.

We took note last quarter of this dichotomy between engineering firms, skepticism about the overall economy and their optimistic sentiment about engineering workloads and their own prosperity, which has only become more extreme in each direction since then.

And finally, back to the survey of civil engineers, this confidence significantly extends throughout the next 2 years, the extent of the survey timeline.

I turn now from the U.S. engineering firms tone of business as that is so thoroughly surveyed back to our own usual color by infrastructure sector, which last quarter showed a rather gratifying balance of green in terms of our new business productivity. And for us, that refers to the proportionate ARR growth by sector. The industrial sector continues its recent modest improvement to its modest rate of new business.

While EPCs overall particularly improved but haven't nearly recovered to pre-pandemic levels, to a greater degree, this was due to the EPC's business in the resource sector rather than industrial.

The commercial facilities sector continues to surprise me with its directional resilience. But in our mainstay sector, public works and utilities, new business continues its sustained dependability, led by civil engineering in the U.S. as we've already covered.

The resources sector continues to lead as to relative new business strength in sequence, mining and other environmental modeling and an offshore engineering increasingly for wind power. All in all, I think we are seeing a pleasingly sustainable balance of new business across all infrastructure sectors.

From sectors, let us now move on to review tone of new business and ARR growth by account segment and commercial model.

Starting with the SMB segment. Among our 2020s growth initiatives, virtuosity has already propelled our new business productivity in SMB to now be comparable proportionately to our enterprise comfort zone. And is still literally taking off. Again, this quarter, we sold over 600 new logos, which continues to amaze me, contributing again 3% within our business performance ARR growth. But of course, most of our new business opportunity is for accretion in our existing accounts, where our net retention rate is now 110%.

Our most productive source of accretion by far, continues to be our E365 consumption-based commercial model, which, again, in 2022, Q3 contributed the majority of our ARR growth and to which we again upgraded dozens of enterprise accounts by invitation upon their annual renewals. In turn, the majority of E365 ARR growth comes from consumption increases, including application mix accretion to use of more valuable products. Within E365, we appropriately share the consumption risk with our E365 accounts. It is to our advantage that these accounts are prioritizing going digital more than ever before.

Last month, I attended the annual CEO conference organized by AEC Advisors, which literally brings together the top executives of the firms who do the great majority of infrastructure engineering in at least the Western world. As the only sponsor, Bentley Systems helped again this year in the preparation of the second annual going digital survey of these CEOs. I will now briefly go through AEC Advisor's report of the results to share these firms perspective ongoing digital as that establishes the potential for our E365 success.

In fact, here are the infrastructure engineering CEOs ranked priorities for going digital. It's good for us that winning more business and increasing capacity are now more important to the CEOs than merely reducing costs. Importantly, high priority is also assigned to quality improvement, new business models and automation, which only going digital can accomplish.

The conservatism of infrastructure owner operators is reflected and this breakdown by the CEOs of the deliverables their clients prioritize today. Going digital helps in generating more value by moving to the right. So note how much change is finally expected by the CEOs as to their clients' priorities within 3 years. Going digital is a relatively urgent necessity for their firms to remain competitive.

Here are the most common digital investments reported as underway in their firms by the CEOs, including the comparison to last year's survey. I highlight the greater emphasis over just the past year and the prerequisites for infrastructure digital twins, investments in drone surveying capabilities and in data sets to train machine learning for proprietary analytics. These active investments bode well for us.

And as to the theoretical ROI ongoing digital to even greater extremes, I find it very interesting that only 38% of the CEOs say that they would not invest in a putative digital AEC disruptor. And here are the most common digital offerings that the CEOs consider that their firms already can offer, although I find this assessment of their current readiness a bit optimistic.

And I note the significant increases over the past year in offerings that our iTwin platform cloud services can better expedite and institutionalize helping these engineering firms evolve towards becoming digital integrators for owner operators. This is a key part of our strategy to improve the engineering firms business models while also helping us to extend digital twin advancements to all infrastructure owners.

Finally, as to their galvanizing priority, consider the AEC CEO's consensus as to the proportion of their firm's market value that they expect to be attributable to their success in going digital, 10% so far, 20% in 3 years, 36% in 10 years and in the next generation, a majority of their firm's market value.

So that's the range of views from the CEO's office in a typical E365 account. I think their aspirations tolerably correspond to Bentley Systems' own priorities and advancements, but their firms tend to be managed at the next level by fairly staunch adherence to the status quo with going digital having been more deliberate than urgent. That's the challenge for our enterprise success teams, led by our Chief Success Officer, Katriona Lord-Levins, and introducing new digital workflows within E365 accounts, we need to operate at a level sufficiently strategic to respond to and discernibly help towards these C-suite aspirations. But at the same time, we need to operationalize and organize our success for us to communicate the potential down the ranks and to steadily advance in practical steps with palpable benefits that pay off each quarter.

Nicholas, after covering your operational perspectives on the tone of business across regions and brands, would you please introduce Kat to tell us what it is that's demonstrably working and why and how ideally in ways we can measure and count and institutionalize for E365 success?

[Nicholas Cumins, Chief Operating Officer]

Thank you, Greg. Let me provide an operational perspective and add some color commentary, starting with regions. You already mentioned the most notable development in Q3, the clear acceleration of our growth in North America. We tend not to talk about North America as it has become as reliable as it is large. It represents about half of our business and half of our new business, so its direction correlates with Bentley overall. But in Q3, the region achieved strong performance across all sectors in particular, those that are poised to benefit from incremental IIJA funding.

Our accounts are busier than ever. They are constrained only by the available talent that they have. The word balanced that Greg used to describe a performance across sectors applies across regions as well. In every region, market conditions remain positive for infrastructure engineering software. India, Southeast Asia and Middle East continue to stand out. Europe is trending favorably overall. Growth picked up in Northern Europe, remained steady in Central Europe with Southern Europe lagging this quarter. In China, lockdown restrictions against COVID continued to weight on the economy. President Xi Jinping called for an all-out effort to boost infrastructure back in July, and we expect funds to be released following the Communist Party Congress in October.

For all other regions, Q3 was business as usual. In Q3, we announced a strategic alliance with Fukui, a leader in civil engineering software in Japan. Civil infrastructure projects are substantial and critical in Japan, given the terrain and seismic risk. The Japanese government's eye construction mandate is to accelerate going digital in infrastructure engineering and project delivery. The unique opportunity is a combination of global software with domestic leadership for the needed localization and underground distribution. Fukui has adopted open roads for Japanese requirements following the same playbook we use success for in China. And Fukui will leverage our iTwin platform to offer new digital twin solutions in Japan as another strong example of our ecosystem approach to iTwin.

Switching to products. Open roads and other civil engineering products performed very well in Q3 in North America and India, in particular. Our growth remains strong with our structural analysis products in particular, STAAD and SACS in energy production, including offshore wind platforms, and PLS and SPIDA for energy, transmission and distribution. Our growth continued to accelerate with open flows for the water infrastructure.

When I joined Bentley more than 2 years ago, I was impressed by the breadth and depth of infrastructure engineering expertise in the company across engineering disciplines, including civil, structural and geotechnical. Greg likes to call these colleagues our success force, and they're indeed instrumental to the success of our users. But what we were lacking, however, was the science of success management. A function which is now well established in cloud companies. It is that science and experience that we brought into the company by welcoming Kat Lord-Levins, as our Chief Success Officer.

Kat, could you please take a few minutes to describe how we are ensuring the success of our users, especially with the E365 program, which is becoming such an important part of their business and ours.

[Katriona Lord-Levins, SVP and Chief Success Officer]

Thank you, Nicholas, and thank you all for your time. I joined Bentley a little over 2 years ago. And as Nicholas said, Bentley long believed in the importance of putting customers at the center of the company. And to be frank, it is one of the reasons that I joined Bentley. The leadership team had ambitions to do even more, and this was the inception of this iteration of the success force. A use of success organizations made up of a team that is more than 670 industry and product subject matter experts, as you just heard from Nicholas. People who came from within the industry, who are the boots on the ground, did the jobs and understand our users, understanding industry.

Their very purpose is to have a relentless focus on creating loyal users by helping them realize their business goals. We're very proud of this team. They understand how to above all else keep the users front and center from our voice of the customer teams who have many touch points along the user engagement corridor listening to our accounts to our support people who respond to the issues impacting our users in a very timely manner, all the way through to the consultants and success managers who walk the hall alongside our accounts understanding the problems that they have to solve and representing these problems back in Bentley's halls with Bentley's product leaders, giving our users a unique seat at the table.

As Greg explained, our E365 program is an increasingly important part of our business. In building out the E365 program for enterprise accounts, we created a program that was tailored to their needs giving them easy access to the software they need when they need us, providing them transparency, reporting and insights into their engagements. A plan that delivers real-time help to get users up and running fast, help them transform to the new ways of doing business, helping their people to embrace new technology. Our engagements start with a joint success plan. Based on their business problems that our accounts are seeking to solve and then leveraging one of the great values of our E365 program, our blueprints. Accounts in our E365 program, we had a defined number of credits to spend on blueprints.

Now blueprints are targeted engagements designed to accelerate the business outcomes of our accounts, helping them to tackle anything from very specific business problems all the way through to transforming their business practices. Blueprints have been very well received by our accounts as they try to navigate change. So when we talk about proven, 50% of blueprints have been executed at least 5x by our enterprise accounts, all with proven outcomes, which we validate through our exit surveys. Our library blueprints have been designed to be the rinse and repeat, leveraging lessons learned every time, lessons which we pass on to our accounts.

We track the progress with our accounts to our quarterly business reviews, engaging with the leadership teams at the accounts to determine how well we are jointly meeting our goals. The program is working as designed. It's helping our accounts transition, it's helping them grow and win more business.

Overall, we're seeing the results of our user success programs for our accounts and it translates into for them increased projects, increased revenues and overall efficiencies. And for Bentley, through our relentless focus with those accounts and users, we're getting great insights, great feedback and, of course, higher consumption and usage. E365 is a program works, the success force engagement works, and it works because great service matters. Great service delivers. For our accounts, our users and for ourselves. Thank you.

[Gregory Bentley, Chief Executive Officer]

Thank you, Nicholas and Kat. Along with Chief Marketing Officer, Chris Bradshaw, they are top-level members of our operating counsel, which Nicholas leads, who have joined Bentley Systems during and since our IPO, with public company experience. And to me, our most important corporate development during '22 Q3 was similarly Mike Campbell, joining us as Chief Product Officer, to succeed Nicholas in that role.

My gauge of Mike's importance throughout his 27-year career at our peer, PTC, is that on his watch, PTC went from category leader in modeling applications to inventing and leading in data centrism, PLM, to perhaps the most successful business lines anywhere in industrial IoT and augmented reality. This is all to say that Mike has largely blazed the trail towards product in PTC's case, digital twins. Mike enthusiastically transitioned from management of PTC's mainstream products to spearhead it's cloud services from start-up and from acquisitions, just as we will be asking and helping many of our developers and product managers to do.

Of course, Mike has jumped in here with both feet and will be participating in our product keynote at our year and infrastructure event in London, where I am now, next week. Of particular interest to investors, as a proxy for the pace of adoption of digital twins and infrastructure engineering, we report each year on the proportion of going digital award finalist and there are 36 presenting here next week selected by independent juries in 12 categories, who credit digital twin advancements in their project playbooks.

In each case of context capture for reality modeling, generally from drone video. SYNCHRO 4D construction modeling and our iTwin platform cloud service, there is steady progress, but still mostly upside in the digital twin potential, even among these best projects. You will have the chance to meet firsthand, not only Mike Campbell, but also these finalists if you can make it to London next Tuesday, November 15. Our keynote sessions will be live streamed for all but investors and analysts are invited to attend in-person for a concierge experience of the event and for an interactive lunch with many of our management and Board members. Our colleague, Simon Horsley, who retired after more than 25 years at BSY most recently as our U.K. regional executive and who now helps part time with Investor Relations in Europe will be your host. I look forward to seeing many of you there.

I will conclude my report of corporate developments with a non-development on the corporate front regarding insider ownership. Our S1 prospectus back in 2020 contained this table detailing the Bentley family majority economic ownership at the time. I think the long-term orientation assured by this economic alignment between ownership and management is to the advantage of all of us as shareholders. So what concerns me to have heard recently from investors new to BSY, their impression, for instance, based on this Bloomberg page that our insider holdings are only on the order of the 22% shown.

On the one hand, that might make our controlled entity status and dual share structure seem egregious from a governance standpoint, if it were the whole story. But in the worst case of perceptions, it might even seem to imply that the Bentley's have sold large quantities of BSY shares since the company became publicly traded. So we will add this further explanation of ongoing beneficial ownership to our next proxy statement to be updated regularly.

While the brothers do own only 22% personally, as a result of years of the stake planning, our immediate families own a further 37% for a total Bentley family economic ownership interest of 59% presently. That consists of a rather similar number of shares as in the S1. So it's a lower ownership percentage, mainly because the company has issued new primary shares in our capital market offerings and in some acquisitions.

That is not to say that family members won't go about some diversification, but that has been relatively immaterial. And you will now see such regular sales as reported in this recent Form 4 for me under prefiled plans by those of us receiving long scheduled distributions from the company's deferred compensation plan. That's because of the company's policy change earlier this year to no longer issue shares net of tax obligations that were historically paid by the company. Recipients like me now receive the gross total of shares on which we are obliged to pay our own taxes, necessitating such sales for cash to do so.

I will now hand over to David Hollister to cover, as usual, the quarter's Bentley investment developments. David will also, as usual, introduce Werner to review our 22 Q3 numbers. And then after Werner and I will be back for your questions. Thanks.

[David Hollister, Chief Investment Officer]

Thank you, Greg. I'll first give a rundown on iTwin Ventures activities and developments. Then I'll update on the performance and opportunities in our acceleration group and in particular, our grid integration solutions. And I'll close out with a few comments on acquisition activities.

We're now nearing the 2-year mark of having launched our iTwin Ventures corporate venture capital fund, which we formed to stimulate entrepreneurialism in developing digital twin applications, including those leveraging our iTwin platform capabilities. In addition to investing in more traditional early and growth stage businesses, which I'll discuss in a moment. An element of our charter and focus is to find and fund very early-stage ventures, even seed and pre-seed businesses where we can more readily influence technology platform decisions and comprehensively introduce iTwin technologies. Building on the success of our initial ecosystem sponsorship program, we're now introducing our iTwin activate program.

With the iTwin activate program, we recruit and sponsor a sector or domain-specific group of early-stage businesses into a cohort and infuse intensive Bentley expertise and resources as well as funding in the form of safe notes with that funding stage upon achieving development milestones towards solutions addressing very real infrastructure engineering challenges. Our first cohort is a group of transformative start-up organizations focused on addressing compelling utility grid issues. These will include remote capture and modeling of physical grid assets as well as analytics and forecasting to enable planning and interconnection of distributed energy resources and electric vehicle charging stations for use by our open utility solutions, among others.

The expected outcome from these cohorts is a more integrated, timely and relevant solution to engineering challenges, endorsements supported by Bentley Systems and of course, leveraging Bentley Solutions and iTwin platform technologies as well as go-to-market synergies with Bentley Systems. We'll have more discussion about iTwin activated program next week at our year-end infrastructure conference. We're excited about this program and foresee lots of opportunity to run cohorts. For example, around infrastructure IoT, transportation and mobility and mining, just to tease a few that are on our radar.

Since I last presented our iTwin Ventures portfolio, we've added some additional portfolio of investments, including Teralytics which is the result of us having contributed our Streetlytics traffic simulation data business into Teralytics, as well as a new portfolio investee over story, which contributes to great infrastructure operations by applying AI and machine learning to satellite imagery for a real-time vegetation encroachment management solution.

Of course, our BSY investments team is also focused on our acquisition and acceleration activities, with the ladder including the incubation of new opportunities, such is our joint venture strategies in China, where our first JV will launch the iLink collaboration solution at the end of this year and where we then expect its revenues and our economics to begin accumulating starting in early 2023. We also expect to formalize our next China joint venture focused on engineering applications by the end of this year, and I plan to discuss that when we next meet.

I'd also like to comment on the performance and opportunities in our grid integration group, which notably includes our recent acquisitions of Power Line Systems and SPIDA. Performance continues to exceed our expectations which you may recall we previously disclosed was a business with growth rates and margin performance, each at least twice that of Bentley Systems. And I hear reaffirm that to be the case thus far. Short of providing any specific guidance, which we only do once a year, and which will not be granular as to product sector or geography, I do offer the anecdotal outlook that I see no change to our grid solutions trajectory and performance, supported largely by current strength and momentum and a receptive macro environment with consensus mandates for grid hardening and expansion, energy security and transition and the corresponding public funding in support of it, although the delays in permitting reform are still impediments.

Lastly, just to comment on acquisitions. While the platform Power Line Systems acquisition earlier this year is leady, the closure rate on programmatic acquisitions this year is clearly down. The pipeline is there, and we're actively working many opportunities. Our programmatic acquisition appetite and strategy have not changed, but our discipline in this macro just haven't combined to bring the velocity we've historically seen.

While we stick to our historically successful programmatic strategy, we've worked diligently on the comprehensive integrations of a large number of programmatic acquisitions over the last 2 years. And as mentioned, we have delivered everything we expected and more from our Seequent and Power Line Systems platform acquisitions. The brief respite and closed programmatic acquisitions has also enabled us to take a buy out of leverage, which isn't a bad constellation price. And I know Werner will have more to say on liquidity and leverage when he discusses our financial performance so I now hand it over to him.

[Werner Andre, Chief Financial Officer]

Thank you, David. We are pleased to report that our operating performance continues to reliantly progressed towards our full year financial outlook. Subject to foreign currency impacts from the strengthening U.S. dollar, which we started to discuss and quantify last quarter and which continued to impact our as-reported operating results at actual exchange rates.

Total revenues for the third quarter were $268 million and grew 7% year-over-year or 15% on a constant currency basis. On a constant currency basis, our '22 Q3 revenues grew 12% in Americas, 14% in EMEA and 23% in APAC. Year-to-date total revenues grew 17% or 23% on a constant currency basis. Almost all of our revenue growth comes from subscriptions, representing 88% of our total revenues during '22 Q3 and on a constant currency basis, growing by approximately 18% year-over-year. This growth is supported by our business performance, which as Greg and Nicholas described as balanced across sectors and regions and our platform acquisition of Power Line Systems in January 2022. Our year-to-date '22 constant currency subscription revenue growth of approximately 27% reflects the incremental impact from our platform acquisition of Seequent in June 2021.

The growth of our E365 program and especially consumption growth within our E365 accounts as well as the continued growth momentum of our Virtuosity subscriptions remain solid contributors to our business performance. Regarding our perpetual licenses and services revenues, there has been no material change in absolute amounts for previously discussed trends, which are reflective of our focus on recurring subscription revenues.

I'll next cover our other constant currency metrics. Our account retention rate is now rounding up to 99% in our constant currency recurring revenues net retention rate, which is a key measure of our success in growing recurring revenues within our existing accounts increased 110% led by continued accretion and within our E365 consumption-based commercial model.

Our constant currency ARR growth rate remained at 14% year-over-year, which is the combination of 11.5% from business performance and 2.5% from the onboarding of PLS in '22 Q1. Greg already discussed the 26 seasonal aspects impacting our ARR growth, the impact of our exit from Russia, associated contract cancellations in China and relatively lower contributions from programmatic acquisitions year-to-date 2022. Considering these factors, a nominally stable year-over-year constant currency ARR growth from business performance at 11.5% seems to reflect an uptick in tone of business fundamentals and gives us sufficient confidence above '22 Q4 to maintain the range of our full year constant currency ARR growth outlook.

So in constant currency, our business remains robust, even net of exiting Russia. Moving on now to actual currencies. Our last 12 months recurring revenues at actual currencies increased by 20% year-over-year, representing 88% of total revenues. Our platform acquisitions of Seequent and Power Line Systems and the post acquisition growth contributed about 14 percentage points of this improvement. The continued strengthening of the U.S. dollar resulted in a significant year-over-year currency headwinds reducing GAAP revenues at actual currencies.

Relatively to the foreign exchange rates assumed in our '22 annual financial outlook, FX had been lowered our GAAP revenues for the quarter by approximately $15 million. To further quantify the impact of the U.S. dollar strengthening in our annual financial outlook, if current exchange rates would prevail throughout the remainder of the year, our full year GAAP revenues will be negatively impacted on the order of $40 million relative to the revenue is based on the exchange rates in effect many determined our full year '22 outlook at the beginning of this year.

Our GAAP operating income was $55.5 million for '22 Q3 and $167.9 million for year-to-date 2022. The comparative period of '21, Q3 and '21 Q3 year-to-date reflect an approximately $91 million onetime accounting charge related to the recharacterization of a portion of our nonqualified deferred compensation plan from an equity settled arrangement to an eventual cash settled arrangement.

I refer you to last year's narrative and our 2Q for a more detailed discussion of the accounting for this matter. Our GAAP operating results reflect charges for acquisition-related costs, notably for PLS in the first half of 2022 and for Seequent in the first half of 2021. And then going into 2022, incremental amortization from purchase intangibles from these acquisitions and incremental noncash stock-based compensation, partly offset by mark-to-market valuation gains from the revaluation of our deferred compensation client liabilities.

As to stock-based compensation, the increased charges reflect accounting for our post-IPO change to full valued RSUs in place of stock options used on pre-IPO onwards. Both of certain of our top executives have a much higher proportion of compensation paid in stock than pre-IPO. However, what closely monitors stock-based compensation to minimize dilution and our very favorable comparison to peers in the economic proportion of stock-based compensation is purposeful recumbent.

On the right, our third quarter adjusted EBITDA grew by approximately 6% over '21 Q3 and our year-to-date adjusted EBITDA of $273.9 million is an improvement of approximately 16%. Our year-to-date adjusted EBITDA margin is 33.7%, and we remain on track towards our 33% adjusted EBITDA margin target for 2022. And while our adjusted EBITDA in absolute terms is, of course, impacted by currency movements, the FX impact on our margin target remains significantly mitigated given our natural hedge. This has become more effective with the inclusion of [indiscernible] primarily denominated in U.S. dollars.

With regards to liquidity, our third quarter GAAP operating cash flow improved 19% year-over-year and year-to-date improved 14.8% compared to 2021. Our year-to-date operating cash flow of $238 million represents a cash conversion ratio from adjusted EBITDA of 87%, even as the payment of acquisition-related expenses of $13 million. Our last 12 months operating cash flow of $319 million represents a cash conversion ratio from last 12 months adjusted EBITDA of 88% after payment of the acquisition-related expenses of $14 million.

During the first 3 quarters of 2022, we spent approximately $42 million of the defect of share repurchases associated with stock-based compensation, serving to offset the evolution from such compensation. As we discussed earlier this year, we significantly reduced such defect or share repurchases starting in the second quarter and Q2 announced a stock repurchase program, which enables us to consider market conditions and flexibly reprioritize in the application of our cash generation as between programmatic acquisitions, deleveraging and stock repurchases to offset ongoing dilution from equity compensation.

During the second and third quarter, we repurchased $28 million of our stock under this program with $15 million of these repurchases during '22 Q3. As of the end of September, our net debt senior leverage was 1.3x, down from the 1.6x as of the end of December last year, which are presented during our year-end 2021 operating results growth on a pro forma basis to reflect the financing of the acquisition of PLS. When including our 2026 and 2027 convertible notes debt, our net debt leverage was 4.7x as of the end of September. And as of the end of September, approximately 80% of our debt is protected from rising interest rates to read a very low fixed coupon interest on our convertible notes for our $200 million interest rate swap expire in 2030.

May I now remind you of our upcoming investor conferences, where members of the management team will present. The JPMorgan Digital Twin and industrial design software, the Nasdaq International Investor Conference and the Berenberg European Conference and then back to your questions.

[Operator]

[Operator Instructions] We'll start with Matthew Broome from Mizuho. Matthew?

[Matthew Broome, Mizuho Securities]

So you provided the year-over-year constant currency growth rate for ARR. But what was the incremental FX headwind to ARR during the quarter? In other words, it would be useful to know how much ARR increased by versus the second quarter on a net basis when excluding the incremental impact from FX changes over the last 3 months?

[Gregory Bentley, Chief Executive Officer]

Werner, I'm going to let you try that. But what I think is that it's too complicated to do every quarter a new comparison of actual to constant currency for ARR. So what we did calculate is that year-to-date in constant currencies. We get that right -- well Werner can you?

[Werner Andre, Chief Financial Officer]

I think you're right. So the actual currency ARR, you can follow it in the presentation and in the queue, but the FX headwind versus our constant currency ARR, really we didn't calculate that way.

[Matthew Broome, Mizuho Securities]

Okay. Yes. Now it would definitely be -- just given the current sort of extreme FX movements, that's definitely something that I think would be useful for investors if you do get the chance to calculate that? And then I guess my follow-up question, just in terms of linearity during the quarter, just in terms of what you're seeing from the perspective of sort of pipeline growth, fundamental demand and also, I guess, what you are seeing in October in terms of sort of the momentum carrying on?

[Gregory Bentley, Chief Executive Officer]

Well, I will say that our quota carriers are enthusiastic about the fourth quarter and the year as a whole. They say that conditions are as good as anyone have seen. And it's hard to imagine that changing during the balance of the year. You might then ask why don't you narrow your range of outcomes, and I must remind you that China is the exception to that. We are enthusiastic about China. There are many reasons to be so, and that includes our quota carriers there.

The year so far has been spotty in China starting with the geopolitical problems in the first quarter. But since then, it's more to do, we think, with pandemic lockdowns, and we just don't know whether the fourth quarter is going to bring or return to the usual strong fourth quarter in China. It has characterized every other year, maybe it will be even better by virtue of the infrastructure commitments to the government in China that now can start to flow and meant to flow quickly. But on the other hand, there are the geopolitical headaches that haven't gotten any better fundamentally, even though we haven't seen their effect for the past couple of quarters, nearly so much as in the first quarter. So that's quite on our mind at this point in the fourth quarter.

[Operator]

Next, we'll go to Joe Vruwink from Baird.

[Joseph Vruwink, Robert W. Baird]

Great. Hi, everyone. I wanted to go back, Greg, to your comment about new business accelerating noticeably in the states. When you think about your business over time. Does this tend to serve as a leading indicator for how renewals end up going? And just on the renewal topic since as you said 4Q, is the important period. What do you just kind of think here that in renewals is also when a lot of your customers end up making upsized commitments with you. If you're seeing it in new business generation already, does that maybe positive implications for how renewals are going to go?

[Gregory Bentley, Chief Executive Officer]

Business of the infrastructure engineering is underlies all of those indicia that you mentioned. And I think we're at the beginning of that, you saw that's the belief of the engineering firms in the U.S. as well. I will point out that the renewal propensity in the fourth quarter is not as relatively important for us as once it was, it still is, by far, the most significant quarter for renewals. But the E365, as you see that, that's grown now to nearly 1/3 of our subscription book. In effect, there is volatility each quarter in the usage within E365, but that's been going in the right direction as well.

[Joseph Vruwink, Robert W. Baird]

Okay. Great. And then I guess this is one part of a bit of a retrospective question. As it pertains to your EPC business and the headwinds that you ended up absorbing in ARR, I think it began in FY '20 and carried into FY '21, can you just quantify what's that headwind ended up being? And then when you think about a go-forward basis, and I would imagine you're getting visibility from customers on their CapEx intentions and that informs what consumption Mike might referring back to is 2023 a conceivable time frame for the magnitude of headwinds you have absorbed coming back and actually becoming tailwinds on ARR performance?

[Gregory Bentley, Chief Executive Officer]

For EPCs, I think, yes. The magnitude of the EPCs work subsidence was about 20%, I think, at the maximum. So they continue to do 80% of their business with us. But otherwise, they had, frankly laid off 20% of their people. it's not back nearly to 100% yet. However, I would say they are optimistic and by virtue of having changed up their business mix to do more with energy transition and energy security, they would hope so, about '23, I think.

[Operator]

Next, we'll go to Matt Hedberg from RBC. Matt?

[Matthew Hedberg, RBC Capital Markets]

Greg, I wanted to ask you, it's great to hear the continued success of Virtuosity, the 600 new logos were impressive. And I think as you alluded to the segment, it's sort of just taken off. Can you provide a bit more detail on thinking longer term with this new growth engine into really an untapped market, how material can this be to sort of that long-term ARR growth algorithm?

[Gregory Bentley, Chief Executive Officer]

Well, I don't think we get our share yet. The analysis we did with Cambashi suggested that more than 40% of infrastructure engineers work in these smaller firms. We are on a path to make that our share of new business and ARR in a few years, perhaps. It certainly is worth our major investment now in what we call our digital experience platform. It's what we're mainly spending our discretionary investment now on and hiring for. But it is years ahead. I would say it's comparable to as long as it will take us to reach everyone with E365 among the enterprise accounts, it will take that long to be done growing share, if I put it that way, before we get to growing with the market in SMB.

[Matthew Hedberg, RBC Capital Markets]

Got it. And then I don't know if Nicholas is on. He may have mentioned -- I think he was talking about kind of the global demand environment, but I wanted to maybe just double click a little bit more on Europe. I think your results were impressive sort of globally, but maybe just a little bit more color on sort of like how the various regions of Europe are doing? How they're holding up and just sort of the confidence into the last 3 months of the year?

[Gregory Bentley, Chief Executive Officer]

Yes. I'm filling in for Nicholas here as he's on the case of our Year in Infrastructure for next week. The -- we really had Europe under the magnifying glass, as we said, each quarter this year. In the first quarter, it was, as I recall, Central Europe, brought up the rear. Last quarter, it was Northern Europe, largely in the U.K. where I am now and which caught up fine in the second quarter. In the third quarter, it was Southern Europe. And I -- and they're growing, but not comparable to last year, which it must be said was strong growth over the year before. So I think that's a matter of paying more attention to Europe. It is, however, behind North America. And you saw that Asia is quite leading the way most significantly there is India.

And India, we've rarely seen such new business growth as we're there. And I think it's 2 different phenomenon. On the one hand, there is a strong infrastructure investment program in India, and most of it is probably domestic. But India is the one place in the world where there's not a shortage of civil and structural and geotechnical engineers. And I think more of the work in the world is moving to global design centers in India at the same time. And then North America is a bit better and Europe brings up the rear, but is -- would be in light green, at least and can get better.

[Operator]

Next, we'll go to Kristen Owen from Oppenheimer. Kristen?

[Kristen Owen, Oppenheimer & Co.]

So you talked about this sort of divergence between what we're seeing in the overall macro indicators and then what your customers are seeing in terms of their backlog. I want to ask a question in the context of your E365 sort of onboarding process. Given that backlog and that disconnect, is there an opportunity for you to accelerate invitation to E365? What would need to be in place in order for you to move faster as we were in that area?

[Gregory Bentley, Chief Executive Officer]

Kristen, we're onboarding more accounts into E365 each quarter. It doesn't look like more ARR dollars because we started with the largest accounts, and we're down now in the middle of the field, among the enterprise accounts. But we have a natural constraint, which is the supply of the quantity and quality of the people Kat talked about who are doing the onboarding, who are setting up the quarterly business reviews. We have these 500 blueprints that we ration and so forth. We don't want to dilute the quality of that.

And especially, we don't want to choose all among the accounts that are already expecting their enterprise success teams to continue doing this good job and delivering the accretion for us and the additional engineering capacity for the accounts. So we're sort of constrained that way. But it must be said, our -- you see that there is a very little left of our original ELS program, and generally, our invitations are enthusiastically accepted by the accounts as we work down the list now for E365.

[Kristen Owen, Oppenheimer & Co.]

And then I wanted to maybe double-click on some of the trends that you're seeing in resources and ask if you could provide some additional color there. Is that mostly -- are you seeing growth in resources in any one particular area? Or what's sort of driving the strength in that business?

[Gregory Bentley, Chief Executive Officer]

Mining is a great portion of that and mining is all dark green. Every measure of mining new business is up and strong. I say that knowing that it's going to be cyclical ultimately, but it seems we have a lot of electrification and mineral requirements before that comes about. And then, of course, also in renewables, we have upstream oil and gas, which has new pressures. And of course, renewables and offshore activity now is just as often or more floating and fixed wind platforms, where we're really important to the world. And so resources is setting a new standard. We haven't seen anything be as strong as it. It continues to be and I think, sustainably can remain.

[Operator]

Next, we'll go to Gal Munda from Wolfe.

[Gal Munda, Wolfe Research]

The first one is just I want to follow up on E365 as well. Maybe Greg, I'm going to ask you, what is the potential when you look at our split today, when you look between the U.S. business and across the world, specifically and maybe even within the U.S? I think we came across the fact that you're starting to introduce more of a consumption model even in a DOT structure. So this isn't limited to just your commercial entities. Can you talk about that potential?

[Gregory Bentley, Chief Executive Officer]

Well, we do like, as I say, sharing this consumption risk with our accounts. In the case of the government accounts, we have recently invented a variation of E365, we call it internally EPS 365 for public service, which has banded -- the government accounts have difficulty changing their purchase orders during the year, but they accept that we all have the right incentives, if we want them to use more because they want to use more as well and pay for that. So it gets kicked up when they hit a growth in a band. I might say that this is the quarter when we're first introducing E365 in China, but it works that way also.

It's a banded notion we've learned in China that certain adaptations to commercial models are appropriate. So it's -- if you like, it's a temporary cap and floor until the usage goes through one way or the other. And that will -- the remainder of the enterprise accounts will take advantage of a lot of that adaptation we've learned and how you do consumption-based business in a practical way for each type of account.

[Gal Munda, Wolfe Research]

That's perfect. And then I just want to focus on the resources business as well. And thinking about, like you said, when you became public, you obviously had a big headwind from the EPCs, especially on the oil and gas side. Now thinking about getting sequenced to the mix and kind of diversifying the whole risk of it. How are you -- what is the outlook if you kind of dig deeper, especially because of the fact that traditional energy business is also having a better outlook from oil prices where they are and also having some sort of CapEx tailwinds expected to come over the next year or 2 volume? How can do you kind of balance the new versus the old, I guess?

[Gregory Bentley, Chief Executive Officer]

In that mix, don't forget PLS and the exposure to energy transmission and distribution, which is the bottleneck for all the rest of it. If you spend more on energy transition and spend more on renewable sources, it doesn't help unless there's more and more reliable energy capacity, which is why David Hollister call that out. But in our favor, not only is the -- are the tailwinds you mentioned in the sectors we've already been in, but our deliberate platform acquisitions in these fast-growing sectors. David, do you want to add anything on PLS?

[David Hollister, Chief Investment Officer]

No, nothing we haven't already talked about.

[Operator]

We'll go to Andrew from Berenberg. Andrew?

[Andrew DeGasperi, Berenberg Capital Markets]

Okay. I guess first, Greg, I wanted to maybe talk about your comments earlier in particular, how you were surprised -- positively surprised about the strength in the commercial facilities side as well as the SMB element of the business. And I just wanted to understand if you were pleasant surprised because the macro environment is kind of negative for those areas? Or was it more that internally you executed better than what you originally planned?

[Gregory Bentley, Chief Executive Officer]

My two surprises were that commercial facilities continues to grow in new business when I would have thought that the world has an oversupply of commercial facilities with respect to utilization of office and institutional spaces and so forth. And every quarter, I say that. And every quarter, I'm wrong about the direction there. It's not strong new business growth, but it is new business growth. In the case of SMB what continues to surprise me is over 600 new logos for Virtuosity in the quarter because I would have thought there wouldn't be another 600 left let alone that we would land them all in the same quarter. So there just turns out to be that we don't know the SMB space as well as we should. And we'll continue to focus on them.

[Andrew DeGasperi, Berenberg Capital Markets]

That's helpful. And then maybe David and Werner, on the programmatic acquisition front, you did flag that was -- that slowing a bit. I guess maybe first of all, would you say it's slowing from a perspective of a valuation point of view? Or is it your own sort of appetite for risk at this stage? And then maybe how does that relate to the contribution to ARR for next year if this piece of programmatic acquisitions continue at this rate?

[David Hollister, Chief Investment Officer]

So Andrew, I wouldn't say that we are looking at any fewer opportunities this year than we always do. We always have a full pipeline, which, frankly, includes lots of opportunities for businesses that aren't for sale. We're constantly building those relationships and working them towards a potential transaction. What has slowed is just the -- our discipline about valuation. We have reframed our views on valuation just given the macro. And a lot of it is just chance. I mean it's pretty volatile. We hit on a lot of them, as you saw in 2021 and 2020 for that matter. There have been a couple this year, which followed the traditional pattern.

And there have been many, many this year that for lots of reasons that we can't do anything about, didn't come to closure. But again, what I'd like to emphasize is that there are opportunities out there, we are reasonable about valuation. And I expect that we'll continue to have programmatic acquisitions as a part of our strategy, both in terms of growth, but importantly, as in terms of building on our solution portfolio and our comprehensiveness and expanding that moat.

[Gregory Bentley, Chief Executive Officer]

And I will add that from my standpoint, capital allocation doesn't put any pressure on that. We would be glad and prefer to be continuing the usual programmatic acquisition activity.

[David Hollister, Chief Investment Officer]

So the implications and through to growth and outlook, if you will, for next year. I would again like to emphasize that our programmatic acquisitions in the main are very small tuck-ins. We're not buying revenue, we're buying tech and talent, and we're expanding our solutions portfolio. So again, there -- it's a 1%, 1.5% impact on our growth rate historically, and I would expect that to continue.

[Operator]

Next, we'll try Michael Funk from Bank of America. Michael?

[Michael Funk, Bank of America]

A couple if I could just go back to one of the earlier questions, somebody asked about the quarter-over-quarter constant currency ARR growth. I think you responded but it's a complicated metric to provide. Just wanted to note, is it complicated that you don't have the data? Or have you not run that data yet? Just trying to better understand what might provide in the future?

[Werner Andre, Chief Financial Officer]

So what we -- Greg, I may go first?

[Gregory Bentley, Chief Executive Officer]

Yes, please.

[Werner Andre, Chief Financial Officer]

Yes. So what we provide is that constant currency ARR growth rate and what we disclosed as well is like what the actual currency ARR is every quarter. You see it in the queue, you see in the presentation, you see the ARR growth. It's probably fair to say that our ARR growth and the FX impact -- correlates with the FX impact that we see on our subscription revenues, which is a significant contributor towards ARR. And the FX impact that we had this year for subscriptions from the beginning of the year, it's approximately 4% headwind on a constant currency basis, if we compare like revenues to prior period, it's a 6% headwind.

[Gregory Bentley, Chief Executive Officer]

But I think if you work it out, it's a stock versus a flow at the end of the quarter as opposed to the average rate during the quarter. So those are the complications. But for ourselves, we worked it out when we did the calculation that we're at 70% so far after 3/4 of the midrange of the full year's constant currency ARR growth rate over the beginning of the year. That was committed on -- I'd have to scratch our head to figure out how to do it every quarter.

[Michael Funk, Bank of America]

I think it's making figured out you guys can work it out. And then just on pricing. I know you mentioned in the press release that you're largely hedged to the FX moves, presumably based on expenses. But can you just remind me where or if you price in dollars versus local currency?

[Gregory Bentley, Chief Executive Officer]

Normally, we price in local currency. So our hedge would consist of our people being distributed all over the world where the revenues are. However, and that would leave us with a -- because of our margins with an excess of dollar revenues. But Seequent turns out to be the exception to that, Seequent bills in U.S. dollars everywhere but incurs all their costs outside U.S. dollars because they're in New Zealand and Canada and elsewhere in the world. So that tends to serve to rebalance in our favor the natural hedge.

[Michael Funk, Bank of America]

Understood. And maybe one more quick one, if I could. I know we're running towards time here. But just on pricing, Greg in your philosophy around price increases. I think historically, you said kind of annually and pretty consistent price increases. Are you reevaluating that policy and in the current environment?

[Gregory Bentley, Chief Executive Officer]

Well, we're pretty resilient against inflation in the following respect. There's a lag, though. So we have annual escalation in our subscriptions. Almost all of our subscriptions are billed and paid annually. The -- our history is we say, a software developer price index, if you like. That's my way of putting it. And it's not an across the board. Escalation, it differs by country and by product. But if it's averaged, say, 3% to 4% in recent years. This year, it will be a couple of percent higher than that.

But it rolls in, in the following way. We work it out in the first quarter of every year, it takes effect during the second quarter, immediately for our quarterly and monthly term licenses. But for all the others, it's the annual renewals when they are reached at the end of the second or third or fourth quarter. So most of that lies ahead of us for the escalation adjustment we're in the -- which we're in the cycle now. So we are incredibly well...

[Michael Funk, Bank of America]

It's a fixed price escalator, Greg, at a fixed price escalator in the contract?

[Gregory Bentley, Chief Executive Officer]

No, the contract simply allows us to set escalation every year. We don't set it across the board or even by country, it's by individual product in each country. It just tends to have a tendency to be about, if you like, a price index, and I'm calling that a software developer price index because we're not tied to a particular macro price index.

[Michael Fischette, Vice President and Deputy General Counsel]

Thanks. And with that, apologies, we're now at time. So we'll end the call here. Thanks for your time, everybody, and we'll see you next quarter.