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4
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Revenue
Subscription services
$
224,810
$
201,578
$
651,143
$
586,192
Subscription license
45,420
74,342
193,405
200,066
Consulting
54,364
55,976
160,451
167,396
Perpetual license
456
2,747
1,351
4,729
Total revenue
325,050
334,643
1,006,350
958,383
Cost of revenue
Subscription services
36,868
35,906
108,930
109,553
Subscription license
384
629
1,504
1,971
Consulting
59,451
57,204
177,864
176,262
Perpetual license
3
24
12
51
Total cost of revenue
96,706
93,763
288,310
287,837
Gross profit
228,344
240,880
718,040
670,546
Operating expenses
Selling and marketing
127,669
131,598
395,125
425,253
Research and development
74,157
74,955
221,695
224,262
General and administrative
35,694
27,321
84,641
73,893
Litigation settlement, net of recoveries
—
—
32,403
—
Restructuring
2,485
17,822
3,283
21,450
Total operating expenses
240,005
251,696
737,147
744,858
(Loss) from operations
(11,661)
(10,816)
(19,107)
(74,312)
Foreign currency transaction (loss) gain
(4,405)
1,994
(7,230)
(3,971)
Interest income
6,769
2,532
18,835
5,831
Interest expense
(1,639)
(1,533)
(5,047)
(5,229)
(Loss) on capped call transactions
(689)
(2,294)
(667)
(449)
Other income, net
—
6,383
1,684
18,668
(Loss) before provision for income taxes
(11,625)
(3,734)
(11,532)
(59,462)
Provision for income taxes
2,765
3,545
8,369
15,395
Net (loss)
$
(14,390)
$
(7,279)
$
(19,901)
$
(74,857)
(Loss) per share
Basic
$
(0.17)
$
(0.09)
$
(0.23)
$
(0.90)
Diluted
$
(0.17)
$
(0.09)
$
(0.23)
$
(0.90)
Weighted-average number of common shares outstanding
Basic
85,625
83,336
85,018
82,996
Diluted
85,625
83,336
85,018
82,996
5
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, 2024
December 31, 2023
Assets
Current assets:
Cash and cash equivalents
$
287,649
$
229,902
Marketable securities
415,341
193,436
Total cash, cash equivalents, and marketable securities
702,990
423,338
Accounts receivable, net
173,623
300,173
Unbilled receivables, net
157,281
237,379
Other current assets
85,186
68,137
Total current assets
1,119,080
1,029,027
Long-term unbilled receivables, net
77,576
85,402
Goodwill
81,568
81,611
Other long-term assets
301,008
314,696
Total assets
$
1,579,232
$
1,510,736
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
$
20,103
$
11,290
Accrued expenses
41,236
39,941
Accrued compensation and related expenses
98,033
126,640
Deferred revenue
345,574
377,845
Convertible senior notes, net
501,225
—
Other current liabilities
18,372
21,343
Total current liabilities
1,024,543
577,059
Long-term convertible senior notes, net
—
499,368
Long-term operating lease liabilities
66,750
66,901
Other long-term liabilities
14,916
13,570
Total liabilities
1,106,209
1,156,898
Total stockholders’ equity
473,023
353,838
Total liabilities and stockholders’ equity
$
1,579,232
$
1,510,736
PEGASYSTEMS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended September 30,
2024
2023
Net (loss)
$
(19,901)
$
(74,857)
Adjustments to reconcile net (loss) to cash provided by operating activities
Non-cash items
180,036
168,001
Change in operating assets and liabilities, net
90,562
44,776
Cash provided by operating activities
250,697
137,920
Cash (used in) investing activities
(215,999)
(24,176)
Cash provided by (used in) financing activities
26,949
(85,031)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
4,591
(1,621)
Net increase in cash, cash equivalents, and restricted cash
66,238
27,092
Cash, cash equivalents, and restricted cash, beginning of period
232,827
145,054
Cash, cash equivalents, and restricted cash, end of period
$
299,065
$
172,146
6
PEGASYSTEMS INC.
RECONCILIATION OF SELECTED GAAP AND NON-GAAP MEASURES
(in thousands, except percentages and per share amounts)
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
Change
2024
2023
Change
Net (loss) - GAAP
$
(14,390)
$
(7,279)
(98)
%
$
(19,901)
$
(74,857)
73
%
Stock-based compensation (1)
37,213
31,299
108,218
110,083
Restructuring
2,485
17,822
3,283
21,450
Legal fees
9,863
6,748
14,214
11,066
Litigation settlement, net of recoveries
—
—
32,403
—
Amortization of intangible assets
700
965
2,453
2,977
Interest on convertible senior notes
621
613
1,857
1,988
Capped call transactions
689
2,294
667
449
Repurchases of convertible senior notes
—
—
—
(7,855)
Foreign currency transaction loss (gain)
4,405
(1,994)
7,230
3,971
Other
—
(5,814)
(1,628)
(10,285)
Income taxes (2)
(6,992)
(7,059)
(26,207)
(969)
Net income - non-GAAP
$
34,594
$
37,595
(8)
%
$
122,589
$
58,018
111
%
Diluted (loss) per share - GAAP
$
(0.17)
$
(0.09)
(89)
%
$
(0.23)
$
(0.90)
74
%
non-GAAP adjustments
0.56
0.53
1.61
1.59
Diluted earnings per share - non-GAAP
$
0.39
$
0.44
(11)
%
$
1.38
$
0.69
100
%
Diluted weighted-average number of common shares outstanding - GAAP
85,625
83,336
3
%
85,018
82,996
2
%
Stock-based compensation
4,097
1,945
3,512
1,332
Diluted weighted-average number of common shares outstanding - non-GAAP
89,722
85,281
5
%
88,530
84,328
5
%
Our non-GAAP financial measures reflect the following adjustments:
•Stock-based compensation: We have excluded stock-based compensation from our non-GAAP operating expenses and profitability measures. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to our revenues recognized during the periods presented and is expected to contribute to our future revenues, we continue to evaluate our business performance, excluding stock-based compensation.
•Restructuring: We have excluded restructuring from our non-GAAP financial measures. Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as these amounts are not representative of our core business operations and ongoing operational performance.
•Legal fees: Legal and related fees arising from proceedings outside the ordinary course of business. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•Litigation settlement, net of recoveries: Cost to settle litigation, net of insurance recoveries, arising from proceedings outside the ordinary course of business. See Note 15. Commitments and Contingencies in our Quarterly Report for the three months ended September 30, 2024 for additional information. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•Amortization of intangible assets: We have excluded the amortization of intangible assets from our non-GAAP operating expenses and profitability measures. Amortization of intangible assets fluctuates in amount and frequency and is significantly affected by the timing and size of acquisitions. Investors should note that intangible assets contributed to our revenues recognized during the periods presented and are expected to contribute to future revenues. Amortization of intangible assets is likely to recur in future periods. We believe excluding these amounts provides a useful comparison of our operational performance in different periods.
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•Interest on convertible senior notes: In February 2020, we issued convertible senior notes, due March 1, 2025, in a private placement. We believe that excluding the amortization of issuance costs provides a useful comparison of our operational performance in different periods.
•Capped call transactions: We have excluded gains and losses related to our capped call transactions held at fair value under U.S. GAAP. The capped call transactions are expected to reduce common stock dilution and/or offset any potential cash payments we must make, other than for principal and interest, upon conversion of the convertible senior notes. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•Repurchases of convertible senior notes: We have excluded gains from the repurchases of Convertible Senior Notes. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•Foreign currency transaction loss (gain): We have excluded foreign currency transaction gains and losses from our non-GAAP profitability measures. Foreign currency transaction gains and losses fluctuate in amount and frequency and are significantly affected by foreign exchange market rates. Foreign currency transaction gains and losses are likely to recur in future periods. We believe excluding these amounts provides a useful comparison of our operational performance in different periods.
•Other: We have excluded gains and losses from our venture investments and expenses incurred due to the cancellation of in-person sales and marketing events. We believe excluding these amounts from our non-GAAP financial measures is useful to investors as the types of events giving rise to them are not representative of our core business operations and ongoing operational performance.
•Diluted weighted-average number of common shares outstanding:
•Stock-based compensation: In periods of non-GAAP income, we have included the dilutive impact of stock-based compensation in our non-GAAP weighted-average shares. In periods of GAAP loss, these shares would have been excluded from our GAAP results as they would be anti-dilutive for GAAP. We believe including the dilutive effect of stock-based compensation in our non-GAAP financial measures in periods of income is helpful to investors as this provides a useful comparison of our operational performance in different periods.
(1) Stock-based compensation:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Cost of revenue
$
6,894
$
6,410
$
20,558
$
22,497
Selling and marketing
14,169
10,401
41,621
43,410
Research and development
7,308
7,375
22,779
24,286
General and administrative
8,842
7,113
23,260
19,890
$
37,213
$
31,299
$
108,218
$
110,083
Income tax benefit
$
(512)
$
(316)
$
(1,377)
$
(1,569)
(2) Effective income tax rates:
Nine Months Ended September 30,
2024
2023
GAAP
(73)
%
(26)
%
non-GAAP
22
%
22
%
Our GAAP effective income tax rate is subject to significant fluctuations due to several factors, including our stock-based compensation plans, research and development tax credits, gains and losses on our capped call transactions, and the valuation allowance on our deferred tax assets in the U.S. and U.K. We determine our non-GAAP income tax rate using applicable rates in taxing jurisdictions and assessing certain factors, including historical and forecasted earnings by jurisdiction, discrete items, and ability to realize tax assets. We believe it is beneficial for our management to review our non-GAAP results consistent with our annual plan's effective income tax rate as established at the beginning of each year, given tax rate volatility. See Note 13. Income Taxes in our Quarterly Report for the three months ended September 30, 2024 for additional information.
8
PEGASYSTEMS INC.
RECONCILIATION OF FREE CASH FLOW (1) AND OTHER METRICS
(in thousands, except percentages)
Nine Months Ended September 30,
Change
2024
2023
Cash provided by operating activities
$
250,697
$
137,920
82
%
Investment in property and equipment
(4,921)
(14,271)
Free cash flow (1)
$
245,776
$
123,649
99
%
Supplemental information (2)
Litigation settlement, net of recoveries
$
32,403
$
—
Legal fees
9,232
5,867
Restructuring
4,214
21,576
Interest on convertible senior notes
3,767
4,134
Income taxes
32,246
7,913
$
81,862
$
39,490
(1) Our non-GAAP free cash flow is defined as cash provided by operating activities less investment in property and equipment. Investment in property and equipment fluctuates in amount and frequency and is significantly affected by the timing and size of investments in our facilities. We provide information on free cash flow to enable investors to assess our ability to generate cash without incurring additional external financings. This information is not a substitute for financial measures prepared under U.S. GAAP.
(2) The supplemental information discloses items that affect our cash flows and are considered by management not to be representative of our core business operations and ongoing operational performance.
•Litigation settlement, net of recoveries: Cost to settle litigation, net of insurance recoveries, arising from proceedings outside the ordinary course of business. See Note 15. Commitments and Contingencies in our Quarterly Report for the three months ended September 30, 2024 for additional information.
•Legal fees: Legal and related fees arising from proceedings outside the ordinary course of business.
•Restructuring: Restructuring fluctuates in amount and frequency and is significantly affected by the timing and size of our restructuring activities.
•Interest on convertible senior notes: In February 2020, we issued convertible senior notes, due March 1, 2025, in a private placement. The convertible senior notes accrue interest at an annual rate of 0.75%, payable semi-annually in arrears on March 1 and September 1.
•Income taxes: Direct income taxes paid net of refunds received.
PEGASYSTEMS INC.
ANNUAL CONTRACT VALUE
(in thousands, except percentages)
Annual contract value (“ACV”) - ACV represents the annualized value of our active contracts as of the measurement date. The contract's total value is divided by its duration in years to calculate ACV. ACV is a performance measure that we believe provides useful information to our management and investors.