PEGASYSTEMS INC 10-Q

ITEM 1. FINANCIAL STATEMENTS PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) March 31, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 291,905 $ 229,902 Marketable securities 327,044 193,436 Total cash, cash equivalents, and marketable securities 618,949 423,338 Accounts receivable, net 191,987 300,173 Unbilled receivables, net 170,458 237,379 Other current assets 78,193 68,137 Total current assets 1,059,587 1,029,027 Long-term unbilled receivables, net 72,814 85,402 Goodwill 81,467 81,611 Other long-term assets 297,860 314,696 Total assets $ 1,511,728 $ 1,510,736 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 6,353 $ 11,290 Accrued expenses 80,642 39,941 Accrued compensation and related expenses 55,438 126,640 Deferred revenue 382,765 377,845 Convertible senior notes, net 499,985 — Other current liabilities 19,096 21,343 Total current liabilities 1,044,279 577,059 Long-term convertible senior notes, net — 499,368 Long-term operating lease liabilities 63,645 66,901 Other long-term liabilities 13,618 13,570 Total liabilities 1,121,542 1,156,898 Commitments and contingencies (Note 15) Stockholders’ equity: Preferred stock, 1,000 shares authorized; none issued — — Common stock, 200,000 shares authorized; 85,011 and 83,840 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 850 838 Additional paid-in capital 432,217 379,584 (Accumulated deficit) ( 20,829 ) ( 8,705 ) Accumulated other comprehensive (loss) ( 22,052 ) ( 17,879 ) Total stockholders’ equity 390,186 353,838 Total liabilities and stockholders’ equity $ 1,511,728 $ 1,510,736 See notes to unaudited condensed consolidated financial statements. 3 PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Three Months Ended March 31, 2024 2023 Revenue Subscription services $ 211,903 $ 187,509 Subscription license 63,338 84,527 Consulting 54,047 53,033 Perpetual license 859 403 Total revenue 330,147 325,472 Cost of revenue Subscription services 35,824 36,864 Subscription license 643 719 Consulting 58,182 60,348 Perpetual license 9 3 Total cost of revenue 94,658 97,934 Gross profit 235,489 227,538 Operating expenses Selling and marketing 127,695 149,797 Research and development 72,113 75,376 General and administrative 23,527 23,110 Litigation settlement, net of recoveries 32,403 — Restructuring 163 1,461 Total operating expenses 255,901 249,744 (Loss) from operations ( 20,412 ) ( 22,206 ) Foreign currency transaction (loss) ( 3,262 ) ( 2,675 ) Interest income 5,281 1,485 Interest expense ( 1,752 ) ( 1,918 ) Gain on capped call transactions 3,299 3,206 Other income, net 1,684 6,583 (Loss) before (benefit from) provision for income taxes ( 15,162 ) ( 15,525 ) (Benefit from) provision for income taxes ( 3,038 ) 5,249 Net (loss) $ ( 12,124 ) $ ( 20,774 ) (Loss) per share Basic $ ( 0.14 ) $ ( 0.25 ) Diluted $ ( 0.14 ) $ ( 0.25 ) Weighted-average number of common shares outstanding Basic 84,266 82,604 Diluted 84,266 82,604 See notes to unaudited condensed consolidated financial statements. 4 PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) (in thousands) Three Months Ended March 31, 2024 2023 Net (loss) $ ( 12,124 ) $ ( 20,774 ) Other comprehensive (loss) income, net of tax Unrealized (loss) on available-for-sale securities ( 746 ) ( 46 ) Foreign currency translation adjustments ( 3,427 ) 1,589 Total other comprehensive (loss) income, net of tax ( 4,173 ) 1,543 Comprehensive (loss) $ ( 16,297 ) $ ( 19,231 ) See notes to unaudited condensed consolidated financial statements. 5 PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except per share amounts) Common Stock Additional paid-in capital Retained earnings (accumulated deficit) Accumulated other comprehensive (loss) Total stockholders’ equity Number of shares Amount December 31, 2022 82,436 $ 824 $ 229,602 $ ( 76,513 ) $ ( 23,070 ) $ 130,843 Issuance of common stock for stock compensation plans 452 4 668 — — 672 Issuance of common stock under the employee stock purchase plan 52 1 2,142 — — 2,143 Stock-based compensation — — 42,557 — — 42,557 Cash dividends declared ($ 0.03 per share) — — ( 2,488 ) — — ( 2,488 ) Other comprehensive income — — — — 1,543 1,543 Net (loss) — — — ( 20,774 ) — ( 20,774 ) March 31, 2023 82,940 $ 829 $ 272,481 $ ( 97,287 ) $ ( 21,527 ) $ 154,496 December 31, 2023 83,840 $ 838 $ 379,584 $ ( 8,705 ) $ ( 17,879 ) $ 353,838 Issuance of common stock for stock compensation plans 1,139 12 18,644 — — 18,656 Issuance of common stock under the employee stock purchase plan 32 — 1,758 — — 1,758 Stock-based compensation — — 34,781 — — 34,781 Cash dividends declared ($ 0.03 per share) — — ( 2,550 ) — — ( 2,550 ) Other comprehensive (loss) — — — — ( 4,173 ) ( 4,173 ) Net (loss) — — — ( 12,124 ) — ( 12,124 ) March 31, 2024 85,011 $ 850 $ 432,217 $ ( 20,829 ) $ ( 22,052 ) $ 390,186 See notes to unaudited condensed consolidated financial statements. 6 PEGASYSTEMS INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended March 31, 2024 2023 Operating activities Net (loss) $ ( 12,124 ) $ ( 20,774 ) Adjustments to reconcile net (loss) to cash provided by operating activities Stock-based compensation 34,781 42,557 Amortization of deferred commissions 17,282 14,277 Amortization of intangible assets and depreciation 4,254 4,724 Lease expense 3,472 4,594 Foreign currency transaction (loss) 3,262 2,675 (Gain) on capped call transactions ( 3,299 ) ( 3,206 ) Deferred income taxes ( 646 ) ( 126 ) (Gain) on investments ( 1,628 ) ( 3,802 ) (Gain) on repurchases of convertible senior notes — ( 2,781 ) Other non-cash ( 1,886 ) 854 Change in operating assets and liabilities, net 136,678 29,115 Cash provided by operating activities 180,146 68,107 Investing activities Purchases of investments ( 161,438 ) ( 39,401 ) Proceeds from maturities and called investments 29,643 36,475 Investment in property and equipment ( 604 ) ( 11,487 ) Cash (used in) investing activities ( 132,399 ) ( 14,413 ) Financing activities Repurchases of convertible senior notes — ( 29,901 ) Dividend payments to stockholders ( 2,515 ) ( 2,474 ) Proceeds from employee stock plans 22,419 3,922 Common stock repurchases for tax withholdings for net settlement of equity awards ( 2,005 ) ( 1,107 ) Other — 188 Cash provided by (used in) financing activities 17,899 ( 29,372 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 2,803 ) 782 Net increase in cash, cash equivalents, and restricted cash 62,843 25,104 Cash, cash equivalents, and restricted cash, beginning of period 232,827 145,054 Cash, cash equivalents, and restricted cash, end of period $ 295,670 $ 170,158 Cash and cash equivalents $ 291,905 $ 168,318 Restricted cash included in other current assets 775 — Restricted cash included in other long-term assets 2,990 1,840 Total cash, cash equivalents, and restricted cash $ 295,670 $ 170,158 See notes to unaudited condensed consolidated financial statements. 7 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION Pegasystems Inc. (together with its subsidiaries, “the Company”) has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information required by accounting principles generally accepted in the United States of America (“U.S.”) for complete financial statements and should be read in conjunction with the Company’s audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, the Company has prepared the accompanying unaudited condensed consolidated financial statements on the same basis as its audited financial statements, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. All intercompany transactions and balances were eliminated in consolidation. The operating results for the interim periods presented do not necessarily indicate the expected results for 2024. NOTE 2. MARKETABLE SECURITIES March 31, 2024 December 31, 2023 (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Amortized Cost Unrealized Gains Unrealized Losses Fair Value Government debt $ 15,857 $ 10 $ ( 15 ) $ 15,852 $ 11,471 $ 33 $ ( 1 ) $ 11,503 Corporate debt 311,733 17 ( 558 ) 311,192 181,960 200 ( 227 ) 181,933 $ 327,590 $ 27 $ ( 573 ) $ 327,044 $ 193,431 $ 233 $ ( 228 ) $ 193,436 As of March 31, 2024, marketable securities’ maturities ranged from April 2024 to January 2026, with a weighted-average remaining maturity of 0.5 years. NOTE 3. RECEIVABLES, CONTRACT ASSETS, AND DEFERRED REVENUE Receivables (in thousands) March 31, 2024 December 31, 2023 Accounts receivable, net $ 191,987 $ 300,173 Unbilled receivables, net 170,458 237,379 Long-term unbilled receivables, net 72,814 85,402 $ 435,259 $ 622,954 Unbilled receivables Unbilled receivables are client-committed amounts for which revenue recognition precedes billing. Billing is solely subject to the passage of time. Unbilled receivables by expected collection date: (Dollars in thousands) March 31, 2024 1 year or less $ 170,458 70 % 1-2 years 54,111 22 % 2-5 years 18,703 8 % $ 243,272 100 % Unbilled receivables by contract effective date: (Dollars in thousands) March 31, 2024 2024 $ 19,018 8 % 2023 144,525 59 % 2022 38,025 16 % 2021 35,988 15 % 2020 and prior 5,716 2 % $ 243,272 100 % 8 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Major clients Clients that represented 10% or more of the Company’s total accounts receivable and unbilled receivables: March 31, 2024 December 31, 2023 Client A Accounts receivable 10 % * Unbilled receivables 12 % * Total receivables 11 % * * Client accounted for less than 10% of receivables. Contract assets Contract assets are client-committed amounts for which revenue recognized exceeds the amount billed to the client, and billing is subject to conditions other than the passage of time, such as the completion of a related performance obligation. (in thousands) March 31, 2024 December 31, 2023 Contract assets (1) $ 10,853 $ 16,238 Long-term contract assets (2) 20,909 20,635 $ 31,762 $ 36,873 (1) Included in other current assets. (2) Included in other long-term assets. Deferred revenue Deferred revenue consists of billings and payments received in advance of revenue recognition. (in thousands) March 31, 2024 December 31, 2023 Deferred revenue $ 382,765 $ 377,845 Long-term deferred revenue (1) 1,784 2,478 $ 384,549 $ 380,323 (1) Included in other long-term liabilities. The increase in deferred revenue in the three months ended March 31, 2024, was primarily due to new billings in advance of revenue recognized. In the three months ended March 31, 2024, $ 168.3 million in revenue was recognized from deferred revenue as of December 31, 2023. NOTE 4. DEFERRED COMMISSIONS (in thousands) March 31, 2024 December 31, 2023 Deferred commissions (1) $ 102,855 $ 114,119 (1) Included in other long-term assets. Three Months Ended March 31, (in thousands) 2024 2023 Amortization of deferred commissions (1) $ 17,282 $ 14,277 (1) Included in selling and marketing. 9 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 5. GOODWILL AND OTHER INTANGIBLES Goodwill Three Months Ended March 31, (in thousands) 2024 2023 January 1, $ 81,611 $ 81,399 Currency translation adjustments ( 144 ) 35 March 31, $ 81,467 $ 81,434 Intangibles Intangible assets are recorded at cost and amortized using the straight-line method over their estimated useful lives. March 31, 2024 (in thousands) Useful Lives Cost Accumulated Amortization Net Book Value (1) Client-related 4 - 10 years $ 63,111 $ ( 60,371 ) $ 2,740 Technology 2 - 10 years 68,105 ( 64,820 ) 3,285 Other 1 - 5 years 5,361 ( 5,361 ) — $ 136,577 $ ( 130,552 ) $ 6,025 (1) Included in other long-term assets. December 31, 2023 (in thousands) Useful Lives Cost Accumulated Amortization Net Book Value (1) Client-related 4 - 10 years $ 63,117 $ ( 60,035 ) $ 3,082 Technology 2 - 10 years 68,138 ( 64,218 ) 3,920 Other 1 - 5 years 5,361 ( 5,361 ) — $ 136,616 $ ( 129,614 ) $ 7,002 (1) Included in other long-term assets. Future estimated amortization of intangible assets: (in thousands) March 31, 2024 Remainder of 2024 $ 2,208 2025 2,616 2026 874 2027 327 $ 6,025 Amortization of intangible assets: Three Months Ended March 31, (in thousands) 2024 2023 Cost of revenue $ 621 $ 706 Selling and marketing 343 343 $ 964 $ 1,049 NOTE 6. OTHER ASSETS AND LIABILITIES Other current assets (in thousands) March 31, 2024 December 31, 2023 Income tax receivables $ 9,058 $ 4,804 Contract assets 10,853 16,238 Insurance receivable 8,305 1,954 Capped call transactions 4,192 — Restricted cash 775 — Other 45,010 45,141 $ 78,193 $ 68,137 10 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Other long-term assets (in thousands) March 31, 2024 December 31, 2023 Deferred commissions $ 102,855 $ 114,119 Right of use assets 61,512 64,198 Property and equipment 44,856 47,279 Venture investments 20,946 19,450 Contract assets 20,909 20,635 Intangible assets 6,025 7,002 Capped call transactions — 893 Deferred income taxes 3,666 3,678 Restricted cash 2,990 2,925 Other 34,101 34,517 $ 297,860 $ 314,696 Accrued expenses (in thousands) March 31, 2024 December 31, 2023 Litigation settlements $ 35,000 $ — Cloud hosting 12,736 1,358 Outside professional services 13,352 10,419 Marketing and sales program 3,888 2,557 Income and other taxes 6,676 15,428 Employee related 4,466 4,486 Other 4,524 5,693 $ 80,642 $ 39,941 Other current liabilities (in thousands) March 31, 2024 December 31, 2023 Operating lease liabilities $ 14,184 $ 15,000 Dividends payable 2,550 2,515 Other 2,362 3,828 $ 19,096 $ 21,343 Other long-term liabilities (in thousands) March 31, 2024 December 31, 2023 Deferred revenue $ 1,784 $ 2,478 Income taxes payable 2,175 859 Other 9,659 10,233 $ 13,618 $ 13,570 NOTE 7. LEASES Expense Three Months Ended March 31, (in thousands) 2024 2023 Fixed lease costs $ 4,262 $ 5,766 Short-term lease costs 543 781 Variable lease costs 1,609 1,975 $ 6,414 $ 8,522 11 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Right of use assets and lease liabilities (in thousands) March 31, 2024 December 31, 2023 Right of use assets (1) $ 61,512 $ 64,198 Operating lease liabilities (2) $ 14,184 $ 15,000 Long-term operating lease liabilities $ 63,645 $ 66,901 (1) Included in other long-term assets. (2) Included in other current liabilities. Weighted-average remaining lease term and discount rate for the Company’s leases were: March 31, 2024 December 31, 2023 Weighted-average remaining lease term 6.7 years 6.8 years Weighted-average discount rate (1) 4.0 % 4.0 % (1) The rates implicit in most of the Company’s leases are not readily determinable. Therefore, the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the lease term in a similar economic environment. Maturities of lease liabilities: (in thousands) March 31, 2024 Remainder of 2024 $ 12,700 2025 16,024 2026 11,246 2027 10,066 2028 9,334 2029 8,500 Thereafter 21,647 Total lease payments 89,517 Less: imputed interest (1) ( 11,688 ) $ 77,829 (1) Lease liabilities are measured at the present value of the remaining lease payments using a discount rate determined at lease commencement unless the discount rate is updated due to a lease reassessment event. Cash flow information Three Months Ended March 31, (in thousands) 2024 2023 Cash paid for operating leases, net of tenant improvement allowances $ 5,069 $ 5,038 Right of use assets recognized for new leases and amendments (non-cash) $ 1,095 $ 721 NOTE 8. DEBT Convertible senior notes and capped calls Convertible senior notes In February 2020, the Company issued Convertible Senior Notes (the "Notes") with an aggregate principal of $ 600 million, due March 1, 2025, in a private placement. No principal payments are due before maturity. The Notes accrue interest at an annual rate of 0.75 %, payable semi-annually in arrears on March 1 and September 1, beginning September 1, 2020. In the three months ended March 31, 2023, the Company recorded a gain of $ 2.8 million in other income, net from the repurchase of Notes representing $ 33 million in aggregate principal amount. Conversion rights The conversion rate is 7.4045 shares of common stock per $1,000 principal amount of the Notes, representing an initial conversion price of $ 135.05 per share of common stock. The conversion rate will be adjusted upon certain events, including spin-offs, tender offers, exchange offers, and certain stockholder distributions. The Company will settle conversions by paying or delivering cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election, based on the applicable conversion rate. Beginning on September 1, 2024, noteholders may convert their Notes at any time at their election. Before September 1, 2024, noteholders may convert their Notes in the following circumstances: 12 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) • During any calendar quarter beginning after June 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. • During the five consecutive business days immediately after any five consecutive trading day period (the “Measurement Period”), if the trading price per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day. • Upon certain corporate events or distributions or if the Company calls any Notes for redemption, noteholders may convert before the close of business on the business day immediately before the related redemption date (or, if the Company fails to pay the redemption price in full on the redemption date until the Company pays the redemption price). As of March 31, 2024, the Notes were not eligible for conversion. Repurchase rights On or after March 1, 2023 and on or before the 40 th scheduled trading day immediately before the maturity date, the Company may redeem for cash all or part of the Notes at a repurchase price equal to 100 % of the principal amount, plus accrued and unpaid interest, if the last reported sale price of the Company’s common stock exceeded 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice. If certain corporate events that constitute a “Fundamental Change” occur, each noteholder will have the right to require the Company to repurchase for cash all of such noteholder’s Notes, or any portion of the principal thereof that is equal to $1,000 or a multiple of $1,000, at a repurchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest. A Fundamental Change relates to mergers, changes in control of the Company, liquidation/dissolution of the Company, or the delisting of the Company’s common stock. Carrying value of the Notes: (in thousands) March 31, 2024 December 31, 2023 Principal $ 502,270 $ 502,270 Unamortized issuance costs ( 2,285 ) ( 2,902 ) Convertible senior notes, net $ 499,985 $ 499,368 Interest expense related to the Notes: Three Months Ended March 31, (in thousands) 2024 2023 Contractual interest expense ( 0.75 % coupon) $ 942 $ 1,125 Amortization of issuance costs 617 728 $ 1,559 $ 1,853 The average interest rate on the Notes in the three months ended March 31, 2024 and 2023 was 1.2 %. Future payments: March 31, 2024 (in thousands) Principal Interest Total Remainder of 2024 $ — $ 1,883 $ 1,883 2025 502,270 1,884 504,154 $ 502,270 $ 3,767 $ 506,037 Capped call transactions In February 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions initially covered approximately 4.4 million shares (representing the number of shares for which the Notes were initially convertible) of the Company’s common stock. In 2023, Capped Call Transactions covering approximately 0.7 million shares were settled for proceeds of $ 0.3 million. As of March 31, 2024, Capped Call Transactions covering approximately 3.7 million shares were outstanding. The Capped Call Transactions are expected to reduce common stock dilution and/or offset any potential cash payments the Company must make, other than for principal and interest, upon conversion of the Notes, with such reduction and/or offset subject to a cap of $ 196.44 . The cap price of the Capped Call Transactions is subject to adjustment upon specified extraordinary events affecting the Company, including mergers and tender offers. 13 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) The Capped Call Transactions are accounted for as derivative instruments and do not qualify for the Company’s own equity scope exception in ASC 815 since, in some cases of early settlement, the settlement value calculated following the governing documents may not represent a fair value measurement. The Capped Call Transactions are remeasured to fair value each reporting period, resulting in a non-operating gain or loss. Change in capped call transactions: Three Months Ended March 31, (in thousands) 2024 2023 January 1, $ 893 $ 2,582 Settlements — ( 188 ) Fair value adjustment 3,299 3,206 March 31, $ 4,192 $ 5,600 Credit facility In November 2019, and as since amended, the Company entered into a five-year $ 100 million senior secured revolving credit agreement (the “Credit Facility”) with PNC Bank, National Association. The Company may use borrowings for general corporate purposes and to finance working capital needs. Subject to specific conditions and the agreement of the financial institutions lending the additional amount, the aggregate commitment may be increased to $ 200 million. The commitments expire on November 4, 2024, and any outstanding loans will be payable on such date. On April 23, 2024, the Credit Facility was amended to extend the expiration date to February 4, 2025.The Credit Facility, as amended, contains customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures, and affiliate transactions. Beginning with the fiscal quarter ended March 31, 2024, the Company must maintain a maximum net consolidated leverage ratio of 3.5 to 1.0 (with a step-up for certain acquisitions) and a minimum consolidated interest coverage ratio of 3.5 to 1. As of March 31, 2024 and December 31, 2023, the Company had $ 27.3 million in outstanding letters of credit, reducing available borrowing capacity under the Credit Facility, but no outstanding cash borrowings. NOTE 9. RESTRUCTURING The Company has undertaken the following restructuring activities as it optimizes its go-to-market strategy and reassesses its office space needs: (in thousands) Three months ended Expense Office space reduction March 31, 2023 $ 1,241 Employee severance and related benefits June 30, 2023 $ 1,581 Employee severance and related benefits and office space reduction September 30, 2023 $ 17,236 Office space reduction December 31, 2023 $ 1,497 Accrued employee severance and related benefits: Change for all restructuring actions: Three Months Ended March 31, (in thousands) 2024 2023 January 1, $ 8,095 $ 18,573 Costs incurred 384 220 Cash disbursements ( 3,347 ) ( 14,458 ) Currency translation adjustments ( 131 ) 181 March 31, $ 5,001 $ 4,516 Note: Accrued employee severance and related benefits is included in accrued compensation and related expenses. NOTE 10. FAIR VALUE MEASUREMENTS Assets and liabilities measured at fair value on a recurring basis The Company records its cash equivalents, marketable securities, Capped Call Transactions, and venture investments at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants based on assumptions that market participants would use in pricing an asset or liability. 14 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) As a basis for classifying the fair value measurements, a three-tier fair value hierarchy, which classifies the fair value measurements based on the inputs used in measuring fair value, was established as follows: • Level 1 - observable inputs, such as quoted prices in active markets for identical assets or liabilities; • Level 2 - significant other inputs that are observable either directly or indirectly; and • Level 3 - significant unobservable inputs with little or no market data, which require the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data when available and minimize unobservable inputs when determining fair value. The fair value of the Capped Call Transactions at the end of each reporting period is determined using a Black-Scholes option-pricing model. The valuation model uses various market-based inputs, including stock price, remaining contractual term, expected volatility, risk-free interest rate, and expected dividend yield. The Company applies judgment when determining expected volatility. The Company considers the underlying equity security’s historical and implied volatility levels. The Company’s venture investments are recorded at fair value based on multiple valuation methods, including observable public companies and transaction prices and unobservable inputs, including the volatility, rights, and obligations of the securities the Company holds. Assets and liabilities measured at fair value on a recurring basis: March 31, 2024 December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents $ 93,135 $ — $ — $ 93,135 $ 54,357 $ — $ — $ 54,357 Marketable securities $ — $ 327,044 $ — $ 327,044 $ — $ 193,436 $ — $ 193,436 Capped Call Transactions (1) $ — $ 4,192 $ — $ 4,192 $ — $ 893 $ — $ 893 Venture investments (1) (2) $ — $ — $ 20,946 $ 20,946 $ — $ — $ 19,450 $ 19,450 (1) Included in other long-term assets. (2) Investments in privately-held companies. Changes in venture investments: Three Months Ended March 31, (in thousands) 2024 2023 January 1, $ 19,450 $ 13,069 New investments 250 400 Changes in foreign exchange rates ( 20 ) 58 Changes in fair value: included in other income, net 1,628 3,802 included in other comprehensive (loss) ( 362 ) ( 1,064 ) March 31, $ 20,946 $ 16,265 The carrying value of certain financial instruments, including receivables and accounts payable, approximates fair value due to their short maturities. Fair value of the Convertible Senior Notes The fair value of the Notes outstanding (including the embedded conversion feature) was $ 481.7 million as of March 31, 2024, and $ 466.5 million as of December 31, 2023. The fair value was determined based on the Notes’ quoted price in an over-the-counter market on the last trading day of the reporting period and classified within Level 2 in the fair value hierarchy. NOTE 11. REVENUE Geographic revenue Three Months Ended March 31, (Dollars in thousands) 2024 2023 U.S. $ 180,983 54 % $ 184,519 56 % Other Americas 21,786 7 % 15,011 5 % United Kingdom (“U.K.”) 32,117 10 % 42,237 13 % Europe (excluding U.K.), Middle East, and Africa 61,847 19 % 51,318 16 % Asia-Pacific 33,414 10 % 32,387 10 % $ 330,147 100 % $ 325,472 100 % 15 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Revenue streams Three Months Ended March 31, (in thousands) 2024 2023 Subscription license $ 63,338 $ 84,527 Perpetual license 859 403 Revenue recognized at a point in time 64,197 84,930 Maintenance 81,001 79,630 Pega Cloud 130,902 107,879 Consulting 54,047 53,033 Revenue recognized over time 265,950 240,542 Total revenue $ 330,147 $ 325,472 Three Months Ended March 31, (in thousands) 2024 2023 Pega Cloud $ 130,902 $ 107,879 Maintenance 81,001 79,630 Subscription services 211,903 187,509 Subscription license 63,338 84,527 Subscription 275,241 272,036 Consulting 54,047 53,033 Perpetual license 859 403 $ 330,147 $ 325,472 Remaining performance obligations ("Backlog") Expected future revenue from existing non-cancellable contracts: As of March 31, 2024: (Dollars in thousands) Subscription services Subscription license Perpetual license Consulting Total Pega Cloud Maintenance 1 year or less $ 461,928 $ 225,598 $ 33,985 $ 2,727 $ 34,716 $ 758,954 53 % 1-2 years 292,787 65,605 10,008 — 1,604 370,004 26 % 2-3 years 149,797 32,307 2,903 — 2,428 187,435 13 % Greater than 3 years 86,601 21,650 98 — — 108,349 8 % $ 991,113 $ 345,160 $ 46,994 $ 2,727 $ 38,748 $ 1,424,742 100 % As of March 31, 2023: (Dollars in thousands) Subscription services Subscription license Perpetual license Consulting Total Pega Cloud Maintenance 1 year or less $ 389,632 $ 235,315 $ 35,346 $ 5,262 $ 41,203 $ 706,758 54 % 1-2 years 239,228 66,272 3,215 2,252 6,653 317,620 24 % 2-3 years 131,085 29,295 6,777 — 2,292 169,449 13 % Greater than 3 years 106,778 7,479 — — — 114,257 9 % $ 866,723 $ 338,361 $ 45,338 $ 7,514 $ 50,148 $ 1,308,084 100 % 16 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 12. STOCK-BASED COMPENSATION Expense Three Months Ended March 31, (in thousands) 2024 2023 Cost of revenue $ 6,572 $ 8,912 Selling and marketing 13,888 17,661 Research and development 7,646 9,060 General and administrative 6,675 6,924 $ 34,781 $ 42,557 Income tax benefit $ ( 311 ) $ ( 672 ) As of March 31, 2024, the Company had $ 184.1 million of unrecognized stock-based compensation expense, net of estimated forfeitures, which is expected to be recognized over a weighted-average period of 1.8 years. Grants Three Months Ended March 31, 2024 (in thousands) Quantity Total Fair Value Restricted stock units (1) 1,239 $ 76,466 Non-qualified stock options 1,718 $ 44,377 Performance stock options (2) 566 $ 13,921 (1) Includes units issued when employees elect to receive 50 % of the employee’s target incentive compensation under the Company’s Corporate Incentive Compensation Plan (the “CICP”) in the form of RSUs instead of cash. (2) Performance stock options allow the holder to purchase a specified number of common stock shares at an exercise price equal to or greater than the shares' fair market value at the grant date. For the performance stock options granted in three months ended March 31, 2024, 25 % can vest on the first anniversary of the grant date, and 75 % can vest on the second anniversary of the grant date, based on the achievement of specific performance conditions. The options expire ten years from the grant date. NOTE 13. INCOME TAXES Effective income tax rate Three Months Ended March 31, (Dollars in thousands) 2024 2023 (Benefit from) provision for income taxes $ ( 3,038 ) $ 5,249 Effective income tax rate 20 % ( 34 ) % The Company’s effective income tax rate in the three months ended March 31, 2024, was primarily driven by the valuation allowance on the Company’s deferred tax assets in the U.S. and U.K., and forecasted taxable income, offset by an income tax benefit for discrete items in the three months ended March 31, 2024. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. A deferred tax valuation allowance requires significant judgment and uncertainties, including assumptions about future taxable income. Quarterly, the Company reassesses the need for a valuation allowance on its net deferred tax assets by weighting all available and objectively verifiable negative and positive evidence, including projected future reversals of existing taxable temporary differences, committed contractual backlog (“Backlog”), projected future taxable income, including the impact of enacted legislation, tax-planning strategies, and recent operating results. The Company intends to maintain a valuation allowance on its U.S. and U.K. net deferred tax assets until sufficient evidence exists to support their realization. NOTE 14. (LOSS) PER SHARE Basic (loss) per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted (loss) per share is calculated using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding stock options, RSUs, and convertible senior notes. 17 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Calculation of (loss) per share: Three Months Ended March 31, (in thousands, except per share amounts) 2024 2023 Net (loss) $ ( 12,124 ) $ ( 20,774 ) Weighted-average common shares outstanding 84,266 82,604 (Loss) per share, basic $ ( 0.14 ) $ ( 0.25 ) Net (loss) $ ( 12,124 ) $ ( 20,774 ) Weighted-average common shares outstanding, assuming dilution (1) (2) (3) 84,266 82,604 (Loss) per share, diluted $ ( 0.14 ) $ ( 0.25 ) Outstanding anti-dilutive stock options and RSUs (4) 3,171 1,348 (1) All dilutive securities are excluded in periods of loss as their inclusion would be anti-dilutive. (2) The shares underlying the conversion options in the Company’s Notes are included using the if-converted method, if dilutive in the period. If the outstanding conversion options were fully exercised, the Company would issue approximately 3.7 million shares as of March 31, 2024. (3) The Company’s Capped Call Transactions represent the equivalent of approximately 3.7 million shares of the Company’s common stock (representing the number of shares for which the Notes are convertible) as of March 31, 2024. The Capped Call Transactions are expected to reduce common stock dilution and/or offset any potential cash payments the Company must make, other than for principal and interest, upon conversion of the Notes, with such reduction and/or offset subject to a cap of $ 196.44 . The Capped Call Transactions are excluded from weighted-average common shares outstanding, assuming dilution, in all periods as their effect would be anti-dilutive. (4) Outstanding stock options and RSUs that were anti-dilutive under the treasury stock method in the period were excluded from the computation of diluted (loss) per share. These awards may be dilutive in the future. NOTE 15. COMMITMENTS AND CONTINGENCIES Commitments See "Note 7. Leases" for additional information. Legal proceedings In addition to the matters below, the Company is or may become involved in a variety of claims, demands, suits, investigations, and proceedings that arise from time to time relating to matters incidental to the ordinary course of the Company’s business, including actions concerning contracts, intellectual property, employment, benefits, and securities matters. Regardless of the outcome, legal disputes can have a material effect on the Company because of defense and settlement costs, diversion of management resources, and other factors. In addition, as the Company is a party to ongoing litigation, it is at least reasonably possible that the Company’s estimates will change in the near term, and the effect may be material. In the three months ended March 31, 2024 the Company recorded a $ 32.4 million litigation settlement net of insurance recoveries, which is comprised of an agreed in principle $ 35 million litigation settlement reduced by $ 2.6 million of expected insurance coverage recovery. The Company had no accrued loss for litigation as of December 31, 2023. Appian Corp. v. Pegasystems Inc. & Youyong Zou The Company is a defendant in litigation brought by Appian in the Circuit Court of Fairfax County, Virginia (the “Court”) titled Appian Corp. v. Pegasystems Inc. & Youyong Zou, No. 2020-07216 (Fairfax Cty. Ct.). On May 9, 2022, the jury rendered its verdict finding that the Company had misappropriated one or more of Appian’s trade secrets, that the Company had violated the Virginia Computer Crimes Act, and that the trade secret misappropriation was willful and malicious. The jury awarded damages of $ 2,036,860,045 for trade secret misappropriation and $ 1.00 for violating the Virginia Computer Crimes Act. On September 15, 2022, the circuit court of Fairfax County entered judgment of $ 2,060,479,287 , consisting of the damages previously awarded by the jury plus attorneys’ fees and costs, and stating that the judgment is subject to post-judgment interest at a rate of 6.0 % per annum, from the date of the jury verdict (May 9, 2022) as to the amount of the jury verdict and from September 15, 2022 as to the amount of the award of attorneys’ fees and costs. On September 15, 2022, the Company filed a notice of appeal from the judgment. On September 29, 2022, the circuit court of Fairfax County approved a $ 25,000,000 letter of credit obtained by the Company to secure the judgment and entered an order suspending the judgment during the pendency of the Company’s appeal. A panel of the Court of Appeals of Virginia heard oral arguments on November 15, 2023, and will issue a written opinion in the future. Although it is not possible to predict timing, the entirety of the appeals process could potentially take years to complete. The Company continues to believe that it did not misappropriate any alleged trade secrets and that its sales of the Company’s products at issue were not caused by, or the result of, any alleged misappropriation of trade secrets. The Company is unable to reasonably estimate possible damages because of, among other things, uncertainty as to the outcome of appellate proceedings and/or any potential new trial resulting from the appellate proceedings. 18 PEGASYSTEMS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) City of Fort Lauderdale Police and Firefighters’ Retirement System, Individually and on Behalf of All Others Similarly Situated v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell On May 19, 2022, a lawsuit was filed against the Company, the Company’s chief executive officer and the Company’s chief operating and financial officer in the United States District Court for the Eastern District of Virginia Alexandria Division, captioned City of Fort Lauderdale Police and Firefighters’ Retirement System, Individually and on Behalf of All Others Similarly Situated v. Pegasystems Inc., Alan Trefler, and Kenneth Stillwell (Case 1:22-cv-00578-LMB-IDD). The complaint generally alleges, among other things, that the defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder and that the individual defendants violated Section 20(a) of the Exchange Act, in each case by allegedly making materially false and/or misleading statements, as well as allegedly failing to disclose material adverse facts about the Company’s business, operations, and prospects, which caused the Company’s securities to trade at artificially inflated prices. The complaint seeks unspecified damages on behalf of a class of purchasers of the Company’s securities between May 29, 2020 and May 9, 2022. The litigation has since been transferred to the United States District Court for the District of Massachusetts (Case 1:22-cv-11220-WGY), and lead plaintiff class representatives—Central Pennsylvania Teamsters Pension Fund - Defined Benefit Plan, Central Pennsylvania Teamsters Pension Fund - Retirement Income Plan 1987, and Construction Industry Laborers Pension Fund—have been appointed. On October 18, 2022, a consolidated amended complaint was filed that does not add any new parties or legal claims, is based upon the same general factual allegations as the original complaint, and now seeks unspecified damages on behalf of a class of purchasers of the Company’s securities between June 16, 2020 and May 9, 2022. The Company moved to dismiss the consolidated amended complaint on December 19, 2022. The hearing on the Company’s motion to dismiss took place on May 17, 2023. After hearing argument from both sides, the Court denied the Company’s motion from the bench and stated that a written opinion would follow. On June 30, 2023, the Company filed its Answer to the complaint. On July 24, 2023, the Court issued its written opinion denying the motion to dismiss as to the Company and Defendant Trefler but granting the motion without prejudice as to Mr. Stillwell. On March 4, 2024, the parties agreed in principle to a proposed settlement of the litigation for an aggregate sum of $ 35 million. On April 23, 2024, the parties executed a stipulation of settlement. On April 23, 2024, the plaintiffs filed a motion seeking preliminary approval of the settlement. The parties are awaiting a ruling by the court on that motion and thereafter final approval of the settlement, which will not be heard until after a notice period to the proposed class of shareholders during which they have the opportunity to object to the proposed settlement. Although the outcome of the litigation is not certain until final disposition, the Company has recorded a $ 35 million accrued loss as of March 31, 2024, for the proposed settlement, the substantial majority of which the Company anticipates will be paid for directly by the Company and not reimbursed by insurance. However, it is possible that actual future losses related to the litigation could exceed the accrual amount if and to the extent that the court does not approve the proposed settlement. In re Pegasystems Inc., Derivative Litigation On November 21, 2022, a lawsuit was filed against the members of the Company’s board of directors, the Company’s chief operating and financial officer and the Company in the United States District Court for the District of Massachusetts, captioned Mary Larkin, derivatively on behalf of nominal defendant Pegasystems Inc. v. Peter Gyenes, Richard Jones, Christopher Lafond, Dianne Ledingham, Sharon Rowlands, Alan Trefler, Larry Weber, and Kenneth Stillwell, defendants, and Pegasystems Inc., nominal defendant (Case 1:22-cv-11985). The complaint generally alleges the defendants sold shares of the Company while in possession of material nonpublic information relating to (i) the litigation brought by Appian in the Circuit Court of Fairfax County, Virginia, described above, and (ii) alleged misconduct by Company employees alleged in that litigation. On April 28, 2023, a lawsuit was filed in the United States District Court for the District of Massachusetts by Dag Sagfors, derivatively on behalf of nominal defendant Pegasystems Inc., asserting breach of fiduciary duty and related claims relating to the Virginia Appian litigation against the same defendants as the Larkin lawsuit. On May 17, 2023, the Larkin and Sagfors cases were consolidated and a joint motion to stay the consolidated case is pending before the Court. The Company also has received confidential demand letters raising substantially the same allegations set forth in the foregoing derivative complaints. On April 12, 2023, the Company’s board of directors (other than Mr. Trefler, who recused himself), formed a committee consisting solely of independent directors, to review, analyze, and investigate the matters raised in the demands and to determine in good faith what actions (if any) are reasonably believed to be appropriate under similar circumstances and reasonably believed to be in the best interests of the Company in response to the demand letters. The Company is unable to reasonably estimate possible damages or a range of possible damages in this matter given the stage of the lawsuit and there being no specified quantum of damages sought in the complaint. SEC Inquiry Beginning in March 2023, the U.S. Securities and Exchange Commission (“SEC”) has requested certain information relating to, among other things, the accounting treatment of the Company’s above-described litigation with Appian Corporation. The Company is fully cooperating with the SEC’s requests. 19