UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2014
Pegasystems Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-11859
Massachusetts | 04-2787865 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
One Rogers Street, Cambridge, MA 02142
(Address of principal executive offices, including zip code)
617-374-9600
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition |
On February 25, 2014, Pegasystems Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2013. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Exhibits |
Press Release issued by Pegasystems Inc. on February 25, 2014.
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Pegasystems Inc. | ||||||
Date: February 25, 2014 | By: | /s/ RAFEAL E. BROWN | ||||
RAFEAL E. BROWN | ||||||
Chief Financial Officer, Chief Administrative Officer and Senior Vice President |
Exhibit Index
Exhibit No. |
Description | |
EX-99.1 | Press Release issued by Pegasystems Inc. on February 25, 2014 |
Exhibit 99.1
Pegasystems Announces Record Revenue for Fourth Quarter and Fiscal Year 2013
Increased margins drive 75% increase in GAAP EPS and 38% increase in non-GAAP EPS for 2013
CAMBRIDGE, Mass. February 25, 2014 Pegasystems Inc. (NASDAQ: PEGA), the software company powering the digital enterprise with Better Business Software that helps organizations engage customers, simplify operations, and embrace change, today announced results for its fourth quarter and full year ended December 31, 2013.
With a strong second half, Pega crossed the half-billion dollar revenue mark while also materially increasing license backlog, said Alan Trefler, Founder and CEO of Pegasystems. Our license and maintenance revenue grew to 69% of total revenue, consistent with our strategy of expanding our partner ecosystem and providing online customer education through PegaACADEMY. Both customers and partners are showing great enthusiasm for our recently released Pega 7 Build For Change® Platform.
We are seeing strong demand for both tactical and transformative client engagements across our industry and government verticals. Empowered customers, heightened regulation, and increased competition are driving organizations to recognize they must become digital enterprises in order to adapt and thrive. Our industry leading platform unifies the best of Business Process Management (BPM), Multi-Channel Customer Relationship Management (CRM), Business Rules, and Adaptive Analytics to uniquely meet these needs. Increasingly, the worlds most sophisticated companies are relying on Pega to improve customer engagement, simplify business operations and Build For Change®, concluded Mr. Trefler.
SELECTED GAAP & NON-GAAP RESULTS (1)
Year Ended December 31, | % Increase | |||||||||||||||||||||||
2013 | 2013 | 2012 | 2012 | (Decrease) | ||||||||||||||||||||
($ in 000s) |
GAAP | Non-GAAP | GAAP | Non-GAAP | GAAP | Non-GAAP | ||||||||||||||||||
Total Revenue |
$ | 508,954 | $ | 511,150 | $ | 461,710 | $ | 461,710 | 10 | % | 11 | % | ||||||||||||
License Revenue |
$ | 191,876 | $ | 192,398 | $ | 163,906 | $ | 163,906 | 17 | % | 17 | % | ||||||||||||
Net Income |
$ | 38,043 | $ | 58,377 | $ | 21,868 | $ | 42,511 | 74 | % | 37 | % | ||||||||||||
Diluted Earnings per share |
$ | 0.98 | $ | 1.50 | $ | 0.56 | $ | 1.09 | 75 | % | 38 | % | ||||||||||||
Three Months Ended December 31, | % Increase | |||||||||||||||||||||||
2013 | 2013 | 2012 | 2012 | (Decrease) | ||||||||||||||||||||
($ in 000s) |
GAAP | Non-GAAP | GAAP | Non-GAAP | GAAP | Non-GAAP | ||||||||||||||||||
Total Revenue |
$ | 153,382 | $ | 155,578 | $ | 143,830 | $ | 143,830 | 7 | % | 8 | % | ||||||||||||
License Revenue |
$ | 63,659 | $ | 64,181 | $ | 68,389 | $ | 68,389 | (7 | %) | (6 | %) | ||||||||||||
Net Income |
$ | 15,561 | $ | 23,993 | $ | 20,409 | $ | 25,199 | (24 | %) | (5 | %) | ||||||||||||
Diluted Earnings per share |
$ | 0.40 | $ | 0.61 | $ | 0.53 | $ | 0.65 | (25 | %) | (6 | %) |
(1) | See a reconciliation of our GAAP to Non-GAAP measures contained in the financial schedules at the end of this release. |
Cash: Total cash, cash equivalents, and marketable securities at the end of the year was $156.7 million, down from Q3 primarily as a result of the $25.6 million of net cash used to complete the acquisition of Antenna early in the quarter.
Cash generated from operations for the full year 2013 was $80.7 million, an increase of 85% on a year-over-year basis. Free Cash Flow, which we define as operating cash flow less Cap Ex, was $75 million.
License Backlog: The Company computes license backlog by adding billed deferred license revenue and off-balance sheet license commitments, which is business that is contracted, unbilled and not recorded on the Companys balance sheet.
Total billed deferred license revenue on the balance sheet as of December 31, 2013 was $61.5 million, an increase of 55% on a year-over-year basis. Off-balance sheet license commitments as of December 31, 2013 totaled $264.3 million, an increase of 4% on a year-over-year basis.
Current billed deferred license revenue on the balance sheet as of December 31, 2013 was $28.8 million, an increase of 19% on a year-over-year basis. Current off-balance sheet license commitments as of December 31, 2013 expected to be billed and realized in the next twelve months, totaled $92.2 million, an increase of 26% on a year-over-year basis.
Our fourth quarter bookings performance showed a very high ratio of ratable license deals, which led to a significant year-over-year increase in our license backlog as of the end of 2013. Nonetheless, we had extremely strong EPS performance as a result of vigilant expense management given uncertainty around the macro economy earlier in the year, said Rafe Brown, Pegasystems CFO. The combination of our increased backlog, our solid pipeline of opportunities, and compelling value proposition, provides us with a strong foundation for fiscal 2014. This view is supported by our 2014 revenue guidance, which calls for total revenue growth in the low teens and assumes even faster growth in our license revenue.
Business Outlook: As of February 25, 2014, Pegasystems is initiating revenue and EPS guidance for fiscal year 2014 as follows:
Full Year 2014 Revenue: GAAP revenue for the full year 2014 is projected to be approximately $576 million. Non-GAAP revenue for the full year 2014 is projected to be approximately $580 million.
Full Year 2014 Earnings Per Share: GAAP earnings per share for the full year 2014 is expected to be approximately $1.00. Non-GAAP earnings per share for the full year 2014 is expected to be approximately $1.56.
See the reconciliation of our GAAP revenue and EPS guidance to non-GAAP revenue and EPS guidance for the full year of 2014 at the end of this release.
Quarterly Conference Call
Pegasystems will host a conference call and live Webcast associated with this announcement at 6:00 p.m. EST today. A live audio webcast of the conference call, together with detailed financial information, can be accessed through the Companys Web site by at www.pega.com/about-us/investors. Dial-in information is as follows: 1 (877) 348-9349 (domestic) or 1 (678) 809-1046 (international). To listen to the Webcast log onto www.pega.com at least 5 minutes prior to the events broadcast and click on the Webcast icon in the Investors section. A replay of the call will also be available on www.pega.com in the Investors section Audio Archives link.
2
Discussion of Non-GAAP Financial Measures:
To supplement financial results presented in accordance with Generally Accepted Accounting Principles in the U.S. (GAAP), the Company provides non-GAAP measures, including in this release. Pegasystems management utilizes a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, for making operating decisions, and for forecasting and planning for future periods. The Companys annual financial plan is prepared both on a GAAP and non-GAAP basis, and both are approved by our board of directors. In addition and as a consequence of the importance of these measures in managing the business, the Company uses non-GAAP measures and financial performance results in the evaluation process to establish managements compensation.
The non-GAAP measures exclude the effects of certain business combination accounting entries, stock-based compensation expense, amortization of acquired intangibles, acquisition-related costs, restructuring costs, and one-time expenses associated with relocation of the Companys headquarters. The Company believes that these Non-GAAP measures are helpful in understanding its past financial performance and its anticipated future results. These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with the Companys consolidated financial statements prepared in accordance with GAAP. A reconciliation of the Companys GAAP to non-GAAP measures is included in the financial schedules at the end of this release.
Forward-Looking Statements
Safe harbor statement under the Private Securities Litigation Reform Act of 1995: Certain statements contained in this press release may be construed as forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The words anticipate, project, expect, plan, intend, believe, estimate, should, target, forecast, could, preliminary, guidance and similar expressions, among others, identify forward-looking statements, which speak only as of the date the statement was made. This press release contains forward-looking statements about expected GAAP and non-GAAP financial results for the full fiscal year of 2014, including revenue and EPS.
These statements are based on current expectations and assumptions and involve various risks and uncertainties, which could cause the Companys actual results to differ from those expressed in such forward-looking statements. These risks and uncertainties include, among others, variation in demand for our products and services and the difficulty in predicting the completion of product acceptance and other factors affecting the timing of our license revenue recognition, the ongoing consolidation in the financial services and healthcare markets, reliance on third party relationships, the potential loss of vendor specific objective evidence for our professional services, the financial impact of the Antenna acquisition, and management of the Companys growth. Further information regarding these and other factors which could cause the Companys actual results to differ materially from any forward-looking statements contained in this press release is contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2013 and other recent filings with the Securities and Exchange Commission. These documents are available on the Companys website at www.pega.com/about-us/investors/sec-filings. The forward-looking statements contained in this press release represent the Companys views as of February 25, 2014. Investors are cautioned not to place undue reliance on such forward-looking statements and there are no assurances that the matters contained in such statements will be achieved. Although subsequent events may cause the Companys view to change, the Company does not undertake and specifically disclaims any obligation to publicly update or revise these forward-looking statements whether as the result of new information, future events or otherwise. The statements should therefore not be relied upon as representing the Companys view as of any date subsequent to February 25, 2014.
RSS Feeds for Pegasystems Press Releases, Pegasystems Media Coverage and Pegasystems Events
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About Pegasystems
Pegasystems Build for Change® Platform is the heart of Better Business Software. It delivers business agility and empowers leading organizations to rapidly close execution gaps and seize new opportunities. Pegasystems leverages its recognized leadership in Business Process Management (BPM), Multi-Channel Customer Relationship Management (CRM), Business Rules, and Adaptive Analytics to uniquely give its clients the power to engage customers, simplify operations and Build For Change®. For more information, please visit us at www.pega.com.
Investor Contact: | Press Contact: | |
Sheila Ennis | Brian Callahan | |
ICR for Pegasystems | Pegasystems Inc. | |
sheila.ennis@icrinc.com | brian.callahan@pega.com | |
617-866-6077 | 617-866-6364 | |
Twitter: @pega |
All trademarks are the property of their respective owners.
4
Pegasystems Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: |
||||||||||||||||
Software license |
$ | 63,659 | $ | 68,389 | $ | 191,876 | $ | 163,906 | ||||||||
Maintenance |
45,071 | 35,870 | 157,309 | 133,527 | ||||||||||||
Services |
44,652 | 39,571 | 159,769 | 164,277 | ||||||||||||
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Total revenue |
153,382 | 143,830 | 508,954 | 461,710 | ||||||||||||
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Cost of revenue: |
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Software license |
1,530 | 1,576 | 6,281 | 6,339 | ||||||||||||
Maintenance |
4,166 | 3,715 | 15,272 | 14,787 | ||||||||||||
Services |
38,081 | 32,903 | 135,853 | 136,254 | ||||||||||||
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Total cost of revenue (1) |
43,777 | 38,194 | 157,406 | 157,380 | ||||||||||||
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Gross profit |
109,605 | 105,636 | 351,548 | 304,330 | ||||||||||||
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Operating expenses: |
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Selling and marketing |
53,815 | 50,787 | 181,094 | 167,263 | ||||||||||||
Research and development |
20,603 | 19,315 | 79,726 | 76,726 | ||||||||||||
General and administrative |
8,391 | 7,744 | 29,594 | 28,915 | ||||||||||||
Acquisition-related costs |
761 | | 1,306 | | ||||||||||||
Restructuring costs |
1,731 | | 1,731 | | ||||||||||||
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Total operating expenses (1) |
85,301 | 77,846 | 293,451 | 272,904 | ||||||||||||
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Income from operations |
24,304 | 27,790 | 58,097 | 31,426 | ||||||||||||
Foreign currency transaction gain (loss) |
73 | 443 | (1,593 | ) | 780 | |||||||||||
Interest income, net |
148 | 101 | 524 | 419 | ||||||||||||
Other (expense), net |
(217 | ) | (184 | ) | (635 | ) | (1,680 | ) | ||||||||
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Income before provision for income taxes |
24,308 | 28,150 | 56,393 | 30,945 | ||||||||||||
Provision for income taxes |
8,747 | 7,741 | 18,350 | 9,077 | ||||||||||||
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Net income |
$ | 15,561 | $ | 20,409 | $ | 38,043 | $ | 21,868 | ||||||||
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Net earnings per share: |
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Basic |
$ | 0.41 | $ | 0.54 | $ | 1.00 | $ | 0.58 | ||||||||
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Diluted |
$ | 0.40 | $ | 0.53 | $ | 0.98 | $ | 0.56 | ||||||||
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Weighted-average number of common shares outstanding: |
||||||||||||||||
Basic |
38,040 | 37,900 | 37,973 | 37,853 | ||||||||||||
Diluted |
39,332 | 38,732 | 38,987 | 38,859 | ||||||||||||
(1) Includes stock-based compensation as follows: |
||||||||||||||||
Cost of revenue |
$ | 951 | $ | 945 | $ | 4,085 | $ | 3,655 | ||||||||
Operating expenses |
$ | 2,205 | $ | 1,939 | $ | 8,784 | $ | 7,851 |
5
PEGASYSTEMS INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (1)
($ in thousands, except per share data)
% Increase | ||||||||||||||||||||||||||||||||
Three Months Ended December 31, | (Decrease) | |||||||||||||||||||||||||||||||
2013 | 2013 | 2012 | 2012 | |||||||||||||||||||||||||||||
GAAP | Adj. | Non-GAAP | GAAP | Adj. | Non-GAAP | GAAP | Non-GAAP | |||||||||||||||||||||||||
TOTAL REVENUE |
$ | 153,382 | $ | 2,196 | $ | 155,578 | $ | 143,830 | $ | | $ | 143,830 | 7 | % | 8 | % | ||||||||||||||||
Software license (2) |
63,659 | 522 | 64,181 | 68,389 | | 68,389 | (7 | %) | (6 | %) | ||||||||||||||||||||||
Maintenance (3) |
45,071 | 435 | 45,506 | 35,870 | | 35,870 | 26 | % | 27 | % | ||||||||||||||||||||||
Services (4) |
44,652 | 1,239 | 45,891 | 39,571 | | 39,571 | 13 | % | 16 | % | ||||||||||||||||||||||
TOTAL COST OF REVENUE |
$ | 43,777 | $ | (2,772 | ) | $ | 41,005 | $ | 38,194 | $ | (2,937 | ) | $ | 35,257 | 15 | % | 16 | % | ||||||||||||||
Amortization of intangible assets (5) |
1,821 | (1,821 | ) | | 1,540 | (1,540 | ) | | ||||||||||||||||||||||||
Stock-based compensation |
951 | (951 | ) | | 945 | (945 | ) | | ||||||||||||||||||||||||
Relocation expenses |
| | | 452 | (452 | ) | | |||||||||||||||||||||||||
GROSS MARGIN % |
71 | % | 74 | % | 73 | % | 75 | % | (199 | ) bp | (184 | ) bp | ||||||||||||||||||||
TOTAL OPERATING EXPENSES |
$ | 85,301 | $ | (6,567 | ) | $ | 78,734 | $ | 77,846 | $ | (4,287 | ) | $ | 73,559 | 10 | % | 7 | % | ||||||||||||||
Amortization of intangible assets (5) |
1,870 | (1,870 | ) | | 1,237 | (1,237 | ) | | ||||||||||||||||||||||||
Stock-based compensation |
2,205 | (2,205 | ) | | 1,939 | (1,939 | ) | | ||||||||||||||||||||||||
Relocation expenses |
| | | 1,111 | (1,111 | ) | ||||||||||||||||||||||||||
Acquisition-related costs |
761 | (761 | ) | | | | | |||||||||||||||||||||||||
Restructuring costs |
1,731 | (1,731 | ) | | | | | |||||||||||||||||||||||||
INCOME FROM OPERATIONS |
$ | 24,304 | $ | 11,535 | $ | 35,839 | $ | 27,790 | $ | 7,224 | $ | 35,014 | (13 | %) | 2 | % | ||||||||||||||||
OPERATING MARGIN % |
16 | % | 23 | % | 19 | % | 24 | % | (348 | ) bp | (131 | ) bp | ||||||||||||||||||||
INCOME TAX EFFECTS (6) |
$ | 8,747 | $ | 3,103 | $ | 11,850 | $ | 7,741 | $ | 2,434 | $ | 10,175 | 13 | % | 16 | % | ||||||||||||||||
NET INCOME |
$ | 15,561 | $ | 8,432 | $ | 23,993 | $ | 20,409 | $ | 4,790 | $ | 25,199 | (24 | %) | (5 | %) | ||||||||||||||||
DILUTED EARNINGS PER SHARE |
$ | 0.40 | $ | 0.21 | $ | 0.61 | $ | 0.53 | $ | 0.12 | $ | 0.65 | (25 | %) | (6 | %) | ||||||||||||||||
DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING |
39,332 | | 39,332 | 38,732 | | 38,732 | 2 | % | 2 | % |
6
PEGASYSTEMS INC.
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES (1)
($ in thousands, except per share data)
% Increase | ||||||||||||||||||||||||||||||||
Year Ended December 31, | (Decrease) | |||||||||||||||||||||||||||||||
2013 | 2013 | 2012 | 2012 | |||||||||||||||||||||||||||||
GAAP | Adj. | Non-GAAP | GAAP | Adj. | Non-GAAP | GAAP | Non-GAAP | |||||||||||||||||||||||||
TOTAL REVENUE |
$ | 508,954 | $ | 2,196 | $ | 511,150 | $ | 461,710 | $ | | $ | 461,710 | 10 | % | 11 | % | ||||||||||||||||
Software license (2) |
191,876 | 522 | 192,398 | 163,906 | | 163,906 | 17 | % | 17 | % | ||||||||||||||||||||||
Maintenance (3) |
157,309 | 435 | 157,744 | 133,527 | | 133,527 | 18 | % | 18 | % | ||||||||||||||||||||||
Services (4) |
159,769 | 1,239 | 161,008 | 164,277 | | 164,277 | (3 | %) | (2 | %) | ||||||||||||||||||||||
TOTAL COST OF REVENUE |
$ | 157,406 | $ | (10,528 | ) | $ | 146,878 | $ | 157,380 | $ | (12,312 | ) | $ | 145,068 | 0 | % | 1 | % | ||||||||||||||
Amortization of intangible assets (5) |
6,443 | (6,443 | ) | | 6,189 | (6,189 | ) | | ||||||||||||||||||||||||
Stock-based compensation |
4,085 | (4,085 | ) | | 3,655 | (3,655 | ) | | ||||||||||||||||||||||||
Relocation expenses |
| | | 2,468 | (2,468 | ) | | |||||||||||||||||||||||||
GROSS MARGIN % |
69 | % | 71 | % | 66 | % | 69 | % | 316 | bp | 268 | bp | ||||||||||||||||||||
TOTAL OPERATING EXPENSES |
$ | 293,451 | $ | (17,391 | ) | $ | 276,060 | $ | 272,904 | $ | (18,855 | ) | $ | 254,049 | 8 | % | 9 | % | ||||||||||||||
Amortization of intangible assets (5) |
5,570 | (5,570 | ) | | 4,948 | (4,948 | ) | | ||||||||||||||||||||||||
Stock-based compensation |
8,784 | (8,784 | ) | | 7,851 | (7,851 | ) | | ||||||||||||||||||||||||
Relocation expenses |
| | | 6,056 | (6,056 | ) | ||||||||||||||||||||||||||
Acquisition-related costs |
1,306 | (1,306 | ) | | | | | |||||||||||||||||||||||||
Restructuring costs |
1,731 | (1,731 | ) | | | | | |||||||||||||||||||||||||
INCOME FROM OPERATIONS |
$ | 58,097 | $ | 30,115 | $ | 88,212 | $ | 31,426 | $ | 31,167 | $ | 62,593 | 85 | % | 41 | % | ||||||||||||||||
OPERATING MARGIN % |
11 | % | 17 | % | 7 | % | 14 | % | 461 | bp | 370 | bp | ||||||||||||||||||||
INCOME TAX EFFECTS (6) |
$ | 18,350 | $ | 9,781 | $ | 28,131 | $ | 9,077 | $ | 10,524 | $ | 19,601 | 102 | % | 44 | % | ||||||||||||||||
NET INCOME |
$ | 38,043 | $ | 20,334 | $ | 58,377 | $ | 21,868 | $ | 20,643 | $ | 42,511 | 74 | % | 37 | % | ||||||||||||||||
DILUTED EARNINGS PER SHARE |
$ | 0.98 | $ | 0.52 | $ | 1.50 | $ | 0.56 | $ | 0.53 | $ | 1.09 | 75 | % | 38 | % | ||||||||||||||||
DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING |
38,987 | | 38,987 | 38,859 | | 38,859 | 0 | % | 0 | % |
7
PEGASYSTEMS INC.
FOOTNOTES FOR RECONCILIATON OF
SELECTED GAAP MEASURES TO NON-GAAP MEASURES
(1) | This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures see disclosure under Discussion of non-GAAP Measures included earlier in this release and below. Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects: |
Revenue: Business combination accounting rules require that we determine the fair value of the deferred revenue liability for contractual obligations assumed from Antenna. In post-acquisition reporting periods, we recognize revenue for the fair value of these contracts, when all the revenue recognition criteria are satisfied, instead of the revenue that would have been recognized by Antenna as an independent company. We add back the affect of the deferred revenue fair value adjustment in non-GAAP revenue to reflect the full amount of these revenues to provide a more complete comparison of the revenue guidance to peer companies.
Amortization of intangible assets: We have excluded the amortization expense of intangible assets from our non-GAAP operating expenses and net earnings measures. Amortization of intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. Investors should note that the use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of intangible assets will recur in future periods.
Stock-based compensation expenses: We have excluded stock-based compensation expense from our non-GAAP operating expenses and net earnings measures. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to the revenues earned during the periods presented and that it will contribute to the generation of future period revenues, we continue to evaluate our business performance excluding stock-based compensation expense.
Acquisition-related costs and restructuring costs: We have excluded the effect of acquisition-related costs and restructuring costs from our non-GAAP operating expenses and net earnings measures. We incurred direct and incremental costs associated with the Antenna acquisition. These acquisition-related costs were primarily professional fees to affect the acquisition. We have also incurred restructuring costs related to the integration of the acquisition, which we generally would not have otherwise incurred in the periods presented as a part of our continuing operations. Restructuring costs consist primarily of lease exit costs. We believe it is useful for investors to understand the effects of these items on our total operating expenses.
Headquarters relocation expenses: We completed the move of our office headquarters in the third quarter of 2012 and ceased use of the former space in the fourth quarter of 2012. As a result of this planned move, we accelerated the depreciation on certain leasehold improvements and furniture and fixtures to be abandoned from our prior headquarters. We recorded duplicate rent and rent-related expenses, incremental depreciation, equipment and moving expenses of $1.6 million and $8.5 million associated with the relocation of our office headquarters during the fourth quarter and fiscal year 2012, respectively. We believe these incremental and duplicate expenses as a result of our moving our headquarters are not representative of our ongoing business.
(2) | As of December 31, 2013, approximately $1.6 million in estimated revenues related to assumed software license contracts will not be recognized in fiscal 2014 due to business combination accounting rules. |
(3) | As of December 31, 2013, approximately $0.5 million in estimated revenues related to assumed software support contracts will not be recognized in fiscal 2014 due to business combination accounting rules. |
(4) | As of December 31, 2013, approximately $1.4 million in estimated revenues related to assumed hosting and services contracts will not be recognized in fiscal 2014 due to business combination accounting rules. |
8
(5) | Estimated future annual amortization expense related to intangible assets as of December 31, 2013 is as follows: |
Fiscal 2014 |
$ | 13,170 | ||
Fiscal 2015 |
11,336 | |||
Fiscal 2016 |
10,973 | |||
Fiscal 2017 |
9,512 | |||
Fiscal 2018 and thereafter |
11,583 | |||
|
|
|||
Total intangible assets subject to amortization |
$ | 56,574 | ||
|
|
(6) | The income tax effects were calculated using an effective GAAP tax rate of 36% and 27.5% in the fourth quarter of 2013 and 2012, respectively, and an effective non-GAAP tax rate of 33.1% and 28.8% in the fourth quarter of 2013 and 2012, respectively. |
The income tax effects were calculated using an effective GAAP tax rate of 32.5% and 29.3% for the fiscal year 2013 and 2012, respectively, and an effective non-GAAP tax rate of 32.5% and 31.6% for the fiscal year 2013 and 2012, respectively.
The differences between our GAAP and non-GAAP effective tax rates in 2013 primarily relates to the impact of non-deductible acquisition-related costs. The differences between our GAAP and non-GAAP effective tax rates for 2012 primarily relates to the impact of higher non-GAAP income subjected to tax in higher tax rate jurisdictions.
9
Pegasystems Inc.
Condensed Consolidated Balance Sheets
As of | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Current Assets: |
||||||||
Cash and cash equivalents |
$ | 80,231 | $ | 77,525 | ||||
Marketable securities |
76,461 | 45,460 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents, and marketable securities |
156,692 | 122,985 | ||||||
Trade accounts receivable, net |
165,594 | 134,066 | ||||||
Deferred income taxes |
11,106 | 10,202 | ||||||
Income taxes receivable |
4,708 | 6,261 | ||||||
Other current assets |
9,117 | 5,496 | ||||||
|
|
|
|
|||||
Total current assets |
347,217 | 279,010 | ||||||
Property and equipment, net |
28,957 | 30,827 | ||||||
Long-term deferred income taxes |
60,925 | 49,292 | ||||||
Other assets |
2,526 | 1,680 | ||||||
Intangible assets, net |
56,574 | 58,232 | ||||||
Goodwill |
37,463 | 20,451 | ||||||
|
|
|
|
|||||
Total assets |
$ | 533,662 | $ | 439,492 | ||||
|
|
|
|
|||||
Current liabilities: |
||||||||
Accounts payable |
$ | 3,745 | $ | 3,330 | ||||
Accrued expenses |
28,419 | 15,534 | ||||||
Accrued compensation and related expenses |
44,399 | 40,715 | ||||||
Deferred revenue |
110,882 | 95,546 | ||||||
|
|
|
|
|||||
Total current liabilities |
187,445 | 155,125 | ||||||
Income taxes payable |
21,392 | 13,551 | ||||||
Long-term deferred revenue |
34,196 | 18,719 | ||||||
Other long-term liabilities |
18,841 | 15,618 | ||||||
|
|
|
|
|||||
Total liabilities |
261,874 | 203,013 | ||||||
Stockholders equity: |
271,788 | 236,479 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders equity |
$ | 533,662 | $ | 439,492 | ||||
|
|
|
|
10
Pegasystems Inc.
Condensed Consolidated Statements of Cash Flows
Year Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Operating activities: |
||||||||
Net income |
$ | 38,043 | $ | 21,868 | ||||
Adjustments to reconcile net income to cash provided by operating activities: |
||||||||
Excess tax benefit from equity awards and deferred income taxes |
(13,443 | ) | (12,195 | ) | ||||
Depreciation, amortization, foreign currency transaction loss (gain), and other non-cash items |
25,074 | 22,562 | ||||||
Stock-based compensation expense |
12,869 | 11,506 | ||||||
Change in operating assets and liabilities, and other, net |
18,160 | (162 | ) | |||||
|
|
|
|
|||||
Cash provided by operating activities |
80,703 | 43,579 | ||||||
|
|
|
|
|||||
Cash used in investing activities |
(63,997 | ) | (19,238 | ) | ||||
|
|
|
|
|||||
Cash used in financing activities |
(14,567 | ) | (8,091 | ) | ||||
|
|
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents |
567 | 922 | ||||||
|
|
|
|
|||||
Net increase in cash and cash equivalents |
2,706 | 17,172 | ||||||
Cash and cash equivalents, beginning of period |
77,525 | 60,353 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | 80,231 | $ | 77,525 | ||||
|
|
|
|
11
FY 2014 Reconciliation of Forward-Looking Guidance
Fiscal Year 2014 | ||||||||
($ in 000s, except per share amounts) |
||||||||
Revenue - GAAP basis |
$ | 576,480 | ||||||
Adjustment to include revenue fair value adjustment, net of tax |
3,520 | |||||||
Revenue - non-GAAP basis |
$ | 580,000 | ||||||
Net Income and Diluted EPS - GAAP basis |
$ | 38,907 | $ | 1.00 | ||||
Adjustment to include revenue fair value adjustment, net of tax |
2,293 | 0.06 | ||||||
Adjustment to exclude amortization of intangible assets, net of tax |
8,583 | 0.22 | ||||||
Adjustment to exclude stock-based compensation, net of tax |
10,751 | 0.27 | ||||||
Adjustment, to exclude acquisition-related costs, net of tax |
309 | 0.01 | ||||||
|
|
|
|
|||||
Net Income and Diluted EPS - Non-GAAP basis |
$ | 60,843 | $ | 1.56 | ||||
|
|
|
|
12
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